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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 8, 2004

REGISTRATION NO.                         

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

SIMON PROPERTY GROUP, L.P.
(Exact name of registrant as specified in its charter)

Delaware   6798   34-1755769
(State or other jurisdiction of
incorporation or organization)		   (Primary standard industrial
classification code number)		   (I.R.S. Employer Identification
Number)

National City Center
115 West Washington Street, Suite 15 East
Indianapolis, Indiana 46204
(317) 636-1600
(Name, address, including zip code, and telephone number, including area code,
of the Registrant's Principal Executive Offices)

James M. Barkley, Esq.
General Counsel
National City Center
115 West Washington Street, Suite 15 East
Indianapolis, Indiana 46204
(317) 636-1600
(Name, address, including zip code, and telephone number, including area code, of agent for service)



Copies to:


David C. Worrell, Esq.
Baker & Daniels
300 North Meridian Street, Suite 2700
Indianapolis, Indiana 46204
(317) 237-0300

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement.

        If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

CALCULATION OF REGISTRATION FEE

Title of each class of
securities to be registered
   Amount to
be registered
   Proposed maximum
offering price
per unit
   Proposed maximum
aggregate offering price
   Amount of
registration fee
4.875% Notes due 2010   $400,000,000   100%   $400,000,000   $50,680
5.625% Notes due 2014   $500,000,000   100%   $500,000,000   $63,350
Total               $114,030

        THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 8, 2004

PRELIMINARY PROSPECTUS

LOGO

OFFER TO EXCHANGE UP TO
$900,000,000 OF
$400,000,000 4.875% EXCHANGE NOTES DUE 2010 AND
$500,000,000 5.625% EXCHANGE NOTES DUE 2014

FOR ANY AND ALL OUTSTANDING
$400,000,000 4.875% NOTES DUE 2010 AND
$500,000,000 5.625% NOTES DUE 2014

OF

Simon Property Group, L.P.

The exchange offer will expire
at 5:00 p.m., New York City time,
on                             , 2004, unless extended

        We are offering to exchange up to $900,000,000 aggregate principal amount of our exchange notes for any and all outstanding notes of two series that we issued in a private offering on August 11, 2004. The terms of the exchange notes are identical in all material respects to the terms of the corresponding series of unregistered notes, except that the exchange notes have been registered under the Securities Act, and that transfer restrictions, registration rights and provisions regarding additional interest relating to the unregistered notes do not apply to the exchange notes. We will not receive any proceeds from the exchange offer.

        To exchange your unregistered notes for exchange notes:

        If you tender unregistered notes, you may withdraw your tender at any time prior to the expiration of the exchange offer. We will exchange all notes that you validly tender and do not validly withdraw before such expiration.

        This prospectus, together with the letter of transmittal is being sent to all registered holders of unregistered notes as of                            , 2004.

        INVESTING IN THE NOTES INVOLVES RISKS THAT ARE DESCRIBED IN "RISK FACTORS" BEGINNING ON PAGE 10.

        THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE DATE OF THIS PROSPECTUS IS                             , 2004.

        In making your investment decision, you should rely on the information contained in, or incorporated by reference into, this prospectus. We have not authorized anyone to provide you with any other information. We are offering to exchange the unregistered notes for exchange notes only in places where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus.


TABLE OF CONTENTS

 
   Page
WHO WE ARE   3

AVAILABLE INFORMATION
 
3

FORWARD-LOOKING STATEMENTS MAY PROVE INACCURATE
 
4

PROSPECTUS SUMMARY
 
5

RISK FACTORS
 
10

RECENT DEVELOPMENTS
 
13

NO CASH PROCEEDS
 
13

RATIO OF EARNINGS TO FIXED CHARGES
 
14

THE EXCHANGE OFFER
 
15

DESCRIPTION OF EXCHANGE NOTES
 
25

FEDERAL INCOME TAX CONSEQUENCES
 
40

STATE AND LOCAL TAX CONSIDERATIONS
 
43

PLAN OF DISTRIBUTION
 
43

EXPERTS
 
43

LEGAL MATTERS
 
44

2


WHO WE ARE

        Simon Property Group, L.P. owns, operates, manages, leases, acquires, expands and develops real estate properties, primarily regional malls and community shopping centers. We are a majority-owned subsidiary of Simon Property Group, Inc. or "Simon Property." Simon Property is our general partner. Simon Property qualifies for treatment as a real estate investment trust or REIT for federal income tax purposes. The shares of common stock of Simon Property are listed on the New York Stock Exchange under the symbol "SPG."

        In this prospectus, the terms "Partnership," "we," "us" and "our" refer to Simon Property Group, L.P., and all entities owned or controlled by us.


AVAILABLE INFORMATION

        We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. Our filings are available on the Internet at the Securities and Exchange Commission's web site at http://www.sec.gov. You may also read and copy any document we file with the Securities and Exchange Commission at its Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call 1-800-SEC-0330 for further information on the operations of the Public Reference Room.

        This prospectus is part of a registration statement filed by us with the Securities and Exchange Commission under the Securities Act. As allowed by Securities and Exchange Commission rules, this prospectus does not contain all of the information that you can find in the registration statement or the exhibits to the registration statement.

        The Securities and Exchange Commission allows us to "incorporate by reference" the information we file with them, which means:

        We incorporate by reference the documents listed below, which were filed with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended:

        Our Exchange Act filing number is 333-11491 and the Exchange Act filing number of Simon Property is 1-14469.

3


        We also incorporate by reference each of the following documents that we or Simon Property file with the Securities and Exchange Commission after the date of this prospectus and prior to the termination of the exchange offer:

        You can obtain any of the filings incorporated by reference in this prospectus from us or from the Securities and Exchange Commission on the Securities and Exchange Commission's web site or at the address listed above. Documents incorporated by reference are available from us without charge, including any exhibits to those documents that are not specifically incorporated by reference in those documents. You may request a copy of the documents incorporated by reference in this prospectus and a copy of the indenture, registration rights agreement and other documents referred to in this prospectus by writing or telephoning us at the following address:

Simon Property Group
National City Center
115 West Washington Street
Suite 15 East
Indianapolis, Indiana 46204
(317) 685-7330
Attention: Investor Relations

        IF YOU WOULD LIKE TO REQUEST DOCUMENTS, PLEASE DO SO BEFORE THE EXCHANGE OFFER EXPIRES ON                            , 2004.

        The exchange offer is not being made to, nor will we accept surrenders for exchange from, holders of unregistered notes in any jurisdiction in which the exchange offer or the acceptance of the exchange offer would not be in compliance with the securities or blue sky laws of that jurisdiction.


FORWARD-LOOKING STATEMENTS MAY PROVE INACCURATE

        This prospectus contains or incorporates by reference forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. You can identify these forward-looking statements by use of the words "believes," "anticipates," "plans," "expects," "may," "will," "intends," "estimates" and similar expressions, whether in the negative or affirmative. We cannot guarantee that we actually will achieve the plans, intentions or expectations discussed in these forward-looking statements. Our actual results could differ materially. We have included important factors in the cautionary statements contained or incorporated by reference in this prospectus, particularly under the heading "Risk Factors," that we believe would cause our actual results to differ materially from the forward-looking statements that we make. We do not intend to update information contained in any forward-looking statement we make.

4


PROSPECTUS SUMMARY

        The following summary contains basic information about this offering. It likely does not contain all the information that is important to you. For a more complete understanding of this offering, we encourage you to read this entire prospectus and the documents we refer to in this prospectus.

Simon Property Group, L.P.

        Simon Property Group, L.P. owns, operates, manages, leases, acquires, expands and develops real estate properties, primarily regional malls and community shopping centers.

        The core of our business originated with the shopping center businesses of Melvin Simon, Herbert Simon, David Simon and other members or associates of the Simon family. We have grown significantly by acquiring properties and merging with other real estate companies, including Simon Property's merger with DeBartolo Realty Corporation in 1996 and its combination with Corporate Property Investors, Inc. and its paired share affiliate in 1998.

        As of June 30, 2004, we owned or held an interest in 246 income-producing properties in North America which consisted of 175 regional malls, 67 community shopping centers and four office and mixed-use properties in 37 states, Canada and Puerto Rico. Mixed?use properties are properties that include a combination of retail, office, and/or hotel components. We also own interests in four parcels of land held for future development. In addition, we have ownership interests in 48 shopping centers in Europe (France, Italy, Poland and Portugal).

        We were formed on November 18, 1993 as a Delaware limited partnership. Simon Property is our sole general partner. Our principal executive offices are located at National City Center, 115 West Washington Street, Suite 15 East, Indianapolis, Indiana 46204, and our telephone number is (317) 636-1600. Our Internet address is www.simon.com. The information in our web site is not incorporated by reference into this prospectus.

        If you want to find more information about us, please see the section entitled "Available Information" in this prospectus.

The Exchange Offer

        The following is a summary of the principal terms of our exchange offer. A more detailed description is contained in this prospectus under the heading "The Exchange Offer."

The Exchange Offer   We are offering to issue up to $900 million in principal amount of two series of exchange notes, registered under the Securities Act, in exchange for a like principal amount of two corresponding series of our unregistered notes. You may tender your unregistered notes by following the procedures described under the heading "The Exchange Offer."

 
 
The two series of unregistered notes are $400,000,000 principal amount of 4.875% notes due 2010 and $500,000,000 principal amount of 5.625% notes due 2014.

 
 
If you do not validly tender your unregistered notes and accept our exchange offer, you will continue to hold unregistered notes and will continue to be subject to the rights and limitations applicable to those notes, including existing transfer restrictions. After the exchange offer, we will have no further obligation to provide for the registration under the Securities Act of your unregistered notes, except in limited circumstances.
         

5


 
 
Based on an interpretation by the staff of the Securities and Exchange Commission set forth in no-action letters issued to third parties, we believe that the exchange notes issued to you pursuant to the exchange offer in exchange for your unregistered notes may be offered for resale, resold and otherwise transferred by you unless you are (1) a broker-dealer who purchases such exchange notes directly from us to resell pursuant to Rule 144A or any other available exemption under the Securities Act or (2) a person that is our affiliate (within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act; provided that you are acquiring the exchange notes in the ordinary course of your business and are not participating, and have no arrangement or understanding with any person to participate, in the distribution of the exchange notes. Each broker-dealer that receives exchange notes for its own account in exchange for unregistered notes, where the unregistered notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of its exchange notes. See "The Exchange Offer—Resale of the Exchange Notes."

Registration Rights Agreement
 
We sold the unregistered notes pursuant to a purchase agreement, dated August 4, 2004, by and among us and Citigroup Global Markets Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities Inc., Banc of America Securities LLC and Wachovia Capital Markets, LLC, who were the initial purchasers of the unregistered notes. Pursuant to the purchase agreement, we and the initial purchasers entered into a registration rights agreement, dated as of August 11, 2004, which grants the holders of the unregistered notes specific exchange and registration rights. The exchange offer is intended to satisfy those rights. See "The Exchange Offer—Termination of Specific Rights."

Expiration Date
 
The exchange offer will expire at 5:00 p.m., New York City time, on                        , 2004, unless we, in our sole discretion, extend the exchange offer, in which case the term "expiration date" shall mean the latest date and time to which the exchange offer is extended. See "The Exchange Offer—Expiration Date; Extensions; Amendments."

Conditions to the Exchange Offer
 
The exchange offer is subject to specific customary conditions that may be waived by us. The exchange offer is not conditioned upon any minimum aggregate principal amount of unregistered notes being tendered for exchange. See "The Exchange Offer—Conditions."

 
 
 
 
 

6


Procedures for Tendering the Unregistered Notes
 
To accept our exchange offer, you must complete, sign and date the letter of transmittal, or a facsimile in accordance with its instructions, and mail or otherwise deliver the letter of transmittal, or facsimile, together with your unregistered notes and any other required documentation to JPMorgan Chase Bank, as exchange agent, at the address set forth herein. By executing the letter of transmittal, you will represent to and agree with us that, among other things:

 
 
(1)
 
the exchange notes to be acquired by you in connection with the exchange offer are being acquired by you in the ordinary course of your business;

 
 
(2)
 
if you are not a broker-dealer, you are not currently participating in, do not intend to participate in, and have no arrangement orunderstanding with any person to participate in, a distribution of the exchange notes;

 
 
(3)
 
if you are a broker-dealer registered under the Exchange Act or are participating in the exchange offer for the purpose of distributing the exchange notes, you will comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction of the exchange notes acquired by you and cannot rely on the position of the staff of the Securities and Exchange Commission set forth in no-action letters;

 
 
(4)
 
you understand that a secondary resale transaction described in clause (3) above and any resales of exchange notes obtained by you in exchange for unregistered notes acquired by you directly from us should be covered by an effective registration statement containing the selling securityholder information required by Item 507 or Item 508, as applicable, of Regulation S-K of the Securities and Exchange Commission; and

 
 
(5)
 
you are not our "affiliate" as defined in Rule 405 under the Securities Act.

 
 
If you are a broker-dealer that will receive exchange notes for your own account in exchange for unregistered notes that were acquired as a result of market?making activities or other trading activities, you will be required to acknowledge in the letter of transmittal that you will deliver a prospectus in connection with any resale of your exchange notes; however, by so acknowledging and by delivering a prospectus, you will not be deemed to be admitting that you are an "underwriter" within the meaning of the Securities Act. See "The Exchange Offer—Procedures for Tendering."

 
 
 
 
 

7


Special Procedures for Beneficial Owners
 
If your unregistered notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your unregistered notes, you should contact the registered holder promptly and instruct the registered holder to tender your unregistered notes on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your unregistered notes, either make appropriate arrangements to register ownership of the unregistered notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date. See "The Exchange Offer—Procedures for Tendering."

Guaranteed Delivery Procedures
 
If you wish to tender your unregistered notes but your unregistered notes are not immediately available or you cannot deliver your unregistered notes, the letter of transmittal or any other documentation required by the letter of transmittal to the exchange agent prior to the expiration date, then you must tender your unregistered notes according to the guaranteed delivery procedures listed under "The Exchange Offer—Guaranteed Delivery Procedures."

Acceptance of the Unregistered Notes and Delivery of the Exchange Notes
 
Subject to the satisfaction or waiver of the conditions to the exchange offer, we will accept for exchange any and all unregistered notes that are properly tendered (and not withdrawn) prior to the expiration date. The exchange notes will be delivered on the earliest practicable date following the expiration date. See "The Exchange Offer—Terms of the Exchange Offer."

Withdrawal Rights
 
Tenders of unregistered notes may be withdrawn at any time prior to the expiration date. See "The Exchange Offer—Withdrawal of Tenders."

Federal Income Tax Consequences
 
The exchange of unregistered notes for exchange notes in the exchange offer will not be a taxable event for U.S. federal income tax purposes. See "Federal Income Tax Consequences."

No Cash Proceeds
 
We will not receive any proceeds from the issuance of the exchange notes.

Exchange Agent
 
JPMorgan Chase Bank is serving as the exchange agent.

8

The Exchange Notes

        The exchange offer applies to both series of unregistered notes. The form and terms of the respective exchange notes will be identical in all material respects to the form and terms of the corresponding series of unregistered notes, except that the exchange notes will not bear legends restricting their transfer and the holders of the exchange notes will not be entitled to any of the registration rights of holders of the unregistered notes under the registration rights agreement, which rights will terminate upon consummation of the exchange offer. The exchange notes will evidence the same indebtedness as the unregistered notes which they replace and will be issued under, and be entitled to the benefits of, the indenture dated as of November 26, 1996 and supplemented as of August 11, 2004. For a more complete description of the terms of the exchange notes, see "Description of Exchange Notes."

Issuer   Simon Property Group, L.P.
Exchange Notes   $400,000,000 principal amount of 4.875% notes due 2010 and $500,000,000 principal amount of 5.625% notes due 2014.
Maturity Date   The 2010 notes will mature on August 15, 2010 and the 2014 notes will mature on August 15, 2014.
Interest Payment Dates   February 15 and August 15 of each year, beginning February 15, 2005. The unregistered notes tendered for exchange will cease to accrue interest on the day immediately preceding the date of issuance of the exchange notes and the exchange notes will bear interest from their date of issuance. All of this interest on the exchange and unregistered notes will be paid on February 15, 2005.
Ranking   The exchange notes will be unsecured and unsubordinated obligations and will rank equally with each other and with all of our other existing and future unsecured and unsubordinated indebtedness. See "Description of Exchange Notes—General."
    Assuming we had completed the offering of the exchange notes on June 30, 2004, the exchange notes would have been subordinated to:
    •   $4.7 billion of total unaudited consolidated mortgage debt; and
    •   $585 million in total unaudited unsecured debt of our subsidiaries to the extent of their assets.
Optional Redemption   We may redeem some or all of the exchange notes at any time at the redemption prices described under "Description of Exchange Notes—Optional Redemption."
Covenants   The indenture governing the exchange notes contains various covenants including covenants with respect to limitations on the incurrence of debt.
    These covenants are subject to a number of important qualifications and exceptions. See "Description of Exchange Notes—Covenants."
Absence of a Public Market for the Exchange Notes   The exchange notes are new securities. The exchange notes will not be listed on any securities exchange. We cannot assure you that any active or liquid market will develop for the exchange notes. See "Plan of Distribution."
Risk Factors   See "Risk Factors" and the other information in this prospectus for a discussion of factors you should carefully consider before deciding to tender your unregistered notes in the exchange offer.

9


RISK FACTORS

        The restrictions on transfer of the unregistered notes will continue if they are not tendered or are not accepted for exchange.

        We will issue the exchange notes in exchange for the unregistered notes timely received by the exchange agent and accompanied by a properly completed and duly executed letter of transmittal and all other documentation. Therefore, if you want to tender your unregistered notes, you must properly complete all documentation and allow sufficient time to ensure timely delivery. Neither we nor the exchange agent is under any duty to give notification of defects or irregularities with respect to your tender of the unregistered notes.

        If you do not tender your unregistered notes or they are not accepted by the exchange agent, your unregistered notes will continue to be subject to the existing restrictions upon transfer thereof even after the exchange offer and you will be required, in the absence of an applicable exemption, to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. See "The Exchange Offer." In addition, you will no longer be able to require us to register the unregistered notes under the Securities Act except in the limited circumstances provided under our registration rights agreement.

        To the extent that unregistered notes are tendered and accepted in the exchange offer, the trading market for the untendered and the tendered but unaccepted unregistered notes could be adversely affected due to the limited principal amount of the unregistered notes that is expected to remain outstanding following the exchange offer. A small outstanding amount of unregistered notes could result in less demand to purchase unregistered notes, and could, therefore, result in lower prices for the unregistered notes. Moreover, if you do not tender your unregistered notes, you will hold an investment subject to some restrictions on transfer not applicable to the exchange notes and, as a result, you may only be able to sell your unregistered notes at a price that is less than the price available to sellers of the freely tradable exchange notes.

        The exchange notes are a new issue of securities for which there is currently no trading market. We cannot guarantee:

        Liquidity of any market for the exchange notes and future trading prices of the exchange notes will depend on many factors, including:


        The initial purchasers have advised us that they currently intend to make a market in the exchange notes, but they are not obligated to do so and may cease any market-making at any time without notice. We do not intend to apply for listing of the exchange notes on any securities exchange or for inclusion of the exchange notes in any automated quotation system.

10

        As of June 30, 2004, unaudited consolidated mortgages and other indebtedness for which we are liable totaled $11.1 billion, of which approximately $482.8 million matures during the second half of 2004, including recurring principal amortization. We are subject to the risks normally associated with debt financing, including the risk that our cash flow from operations will be insufficient to meet required debt service. Our debt service costs generally will not be reduced when developments, such as the entry of new competitors or the loss of major tenants, could cause a reduction in income from a property. Should such events occur, our operations may be adversely affected. If a property is mortgaged to secure payment of indebtedness and we are unable to pay that indebtedness, the property could be transferred to the mortgagee resulting in a loss of income and a decline in asset value.

        As of June 30, 2004, approximately $2.1 billion of our total unaudited consolidated debt adjusted to reflect outstanding derivative instruments was subject to floating interest rates. In a rising interest rate environment, these debt service costs will increase. In addition, we may not be able to refinance maturing fixed-rate debt on as favorable terms, or at all. Increased debt service costs would adversely affect our cash flow.

        We use interest rate hedging arrangements to manage our exposure to interest rate volatility, but these arrangements may expose us to additional risks. Although our interest rate risk management policy establishes minimum credit ratings for counterparties, this does not eliminate the risk that a counterparty may fail to honor its obligations. Developing an effective interest rate risk strategy is complex and no strategy can completely insulate us from risks associated with interest rate fluctuations. There can be no assurance that our hedging activities will have the desired beneficial impact on our results of operations or financial condition. These hedging agreements may involve costs, such as transaction fees or breakage costs, if we terminate them.

        One of the factors that may influence the price of our securities in public markets is the annual distribution rate we pay as compared with the yields on alternative investments. Any significant increase in interest rates could lead holders of our securities to seek higher yields through other investments, which could adversely affect the market price of our securities.

        We face a wide range of competition that could affect our ability to operate profitably.

        Shopping malls compete with other retail properties for tenants on the basis of the rent charged and location. The principal competition for existing shopping malls may come from future shopping malls that will be located in the same market areas and from mail order and electronic commerce. There is also considerable competition to acquire desirable real estate. The competition is provided by real estate investment trusts, insurance companies, private pension plans and private developers. Additionally, our credit rating and leverage will affect our competitive position in the public debt markets.

        We face competition from other shopping mall developers for the acquisition of prime development sites and for tenants and are subject to the risks of real estate development, including the lack of financing, construction delays, environmental requirements, budget overruns and lease-up. We compete with other real estate operations in seeking management, leasing revenues, land for development and properties for acquisition. In addition, retailers at our properties face increasing competition from discount shopping centers, outlet malls, catalogues, discount shopping clubs and

11


electronic commerce. With respect to many of our properties, there are similar properties within the same market area. The existence of competitive properties affects our ability to lease space and the level of rents we can obtain. Renovations and expansions at competing malls could negatively affect our properties. Increased competition could adversely affect our revenues.

        Our concentration in the retail shopping center real estate market means that we are subject to factors that affect the retail environment generally, including the levels of consumer spending, the willingness of retailers to lease space in our shopping centers and tenant bankruptcies. These factors include changes in economic conditions, consumer confidence and terrorist activities.

        We are subject to the risks that, upon expiration of leases for space in our properties, the premises may not be relet or the terms of reletting, including the cost of concessions to tenants, may be less favorable than current lease terms. If we are unable to relet all or a substantial portion of this space or if the rental rates upon such reletting are significantly lower than expected rates, our cash generated before debt repayments and capital expenditures would be adversely affected.

        Regional malls are typically anchored by well-known department stores and other tenants who generate shopping traffic at the mall. The value of our properties would be adversely affected if tenants or anchors failed to meet their contractual obligations, sought concessions in order to continue operations or ceased their operations. If the sales of stores operating in our properties were to decline significantly due to economic conditions, closing of anchors or other reasons, tenants may be unable to pay their minimum rents or expense recovery charges. In the event of default by a tenant or anchor, we may experience delays and costs in enforcing our rights as landlord.

        We have limited control with respect to certain properties partially owned or managed by third parties.

        As of June 30, 2004, we owned interests in 90 income-producing properties with other parties. Of those, 19 properties are included in our consolidated financial statements. We account for the other 71 properties under the equity method. Although at June 30, 2004, we had operational control, as general partner or property manager, of 59 of the 71 properties, we did not have sole control over all major decisions, such as selling or refinancing the properties without the consent of the other owners. These limitations may adversely affect our ability to sell these properties at the most advantageous time for us.

        Our real estate investment properties represent substantially all of our total consolidated assets. Real property investments are relatively illiquid. Our ability to vary our portfolio of properties in response to changes in economic and other conditions is limited. If we want to sell a property, there is no assurance that we will be able to dispose of it in the desired time period or that the sales price of a property will exceed our investment.

12


RECENT DEVELOPMENTS

        On June 21, 2004, Simon Property announced that it had signed a definitive agreement to acquire all of the outstanding common stock of Chelsea Property Group, Inc. ("Chelsea") and its operating partnership subsidiary in a transaction valued at approximately $3.5 billion. In connection with the transaction, Chelsea's operating partnership will become our wholly-owned subsidiary. In addition, we or Simon Property will also assume Chelsea's existing indebtedness and preferred stock, which totaled approximately $[1.3] billion as of June 30, 2004. Chelsea has interests in 60 premium outlet and other shopping centers containing 16.6 million square feet of gross leasable area in 31 states and Japan.

        Under the terms of the agreement Simon Property will pay consideration of approximately $66.00 per share for each share of Chelsea's common stock in the form of $36.00 in cash, a fractional share of its common stock, and a fractional share of a new issue of its convertible preferred stock. Chelsea unit holders will receive 100% of their consideration in equity, split between our common units of limited partnership interest and a new issue of our convertible preferred units.

        Consummation of the transaction is subject to approval by the holders of two-thirds of the outstanding shares of Chelsea common stock entitled to vote on the transaction, and approval or consent by the holders of a majority of the Chelsea units entitled to vote on the transaction and other customary conditions. A special meeting of holders of Chelsea common stock will be held on October 13, 2004 for the purpose of considering and voting on the approval of the transaction. To the extent the transaction is approved, Simon Property has arranged for a twenty-four month, $1.8 billion bridge loan that will bear interest at LIBOR plus 55 basis points to finance the cash portion of the consideration. LIBOR at June 30, 2004 was 1.35%.


NO CASH PROCEEDS

        We will not receive any proceeds from the issuance of the exchange notes and we have agreed to pay the expenses of the exchange offer. The unregistered notes surrendered in exchange for exchange notes will be cancelled.

        We received net proceeds from the sale of the unregistered notes, after deducting expenses payable by us, of approximately $890.5 million. We used the net proceeds (1) to reduce the approximately $150 million aggregate principal amount of senior notes; (2) to repay an aggregate of approximately $120.7 million of mortgage indebtedness on two of our properties thereby unencumbering such properties; (3) to repay approximately $585 million of the outstanding balance of our $1.25 billion unsecured corporate credit facility and (4) for general working capital purposes. Affiliates of certain of the initial purchasers of the unregistered notes and the exchange agent were lenders under the credit facility and received their proportionate share of the repayment.

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RATIO OF EARNINGS TO FIXED CHARGES

        The following table sets forth our historical unaudited ratios of earnings to fixed charges for the periods indicated:

Six Months Ended
June 30,
   Year Ended December 31,
2004
   2003
   2003
   2002
   2001
   2000
   1999
1.53x   1.54x   1.66x   1.81x   1.47x   1.53x   1.49x

        For purposes of calculating the ratio of earnings to fixed charges, "earnings" have been computed by adding fixed charges, excluding capitalized interest, to income (loss) from continuing operations including income from minority interests and our share of income from 50%-owned affiliates which have fixed charges, and including distributed operating income from unconsolidated joint ventures instead of income from unconsolidated joint ventures. There are generally no restrictions on our ability to receive distributions from our unconsolidated joint ventures where no preference in favor of the other owners of the joint venture exists. "Fixed charges" consist of interest costs, whether expensed or capitalized, the interest component of rental expenses and amortization of debt issuance costs.

        The computation of ratio of earnings to fixed charges has been restated to comply with FASB Statement No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", which requires the operating results of the properties sold in the current year to be reclassified to discontinued operations and requires restatement of previous years' operating results of the properties sold to discontinued operations.

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THE EXCHANGE OFFER

Purpose of the Exchange Offer

        We sold the two series of unregistered notes on August 11, 2004 to the initial purchasers pursuant to a purchase agreement. The initial purchasers subsequently sold the unregistered notes to qualified institutional buyers, as defined in Rule 144A under the Securities Act, in reliance on Rule 144A and outside the United States to persons other than "U.S. persons" as defined in Regulation S under the Securities Act. As a condition to the sale of the unregistered notes, we and the initial purchasers entered into a registration rights agreement dated as of August 11, 2004. Pursuant to the registration rights agreement, we agreed that, unless the exchange offer is not permitted by applicable law or Securities and Exchange Commission policy, we would use our reasonable best efforts to:

A copy of the registration rights agreement has been filed as an exhibit to the registration statement. The registration statement is intended to satisfy our obligations under the registration rights agreement and the purchase agreement.

Resale of the Exchange Notes

        Based on interpretations by the staff of the Securities and Exchange Commission in no-action letters issued to third parties, we believe that the exchange notes issued under the exchange offer may be offered for resale, resold or otherwise transferred by each holder of exchange notes, without compliance with the registration and prospectus delivery provisions of the Securities Act, so long as the holder:

        By tendering the unregistered notes in exchange for exchange notes, each holder will be required to represent to us that each of the above statements applies to that holder. If a holder of unregistered notes is participating in or intends to participate in, a distribution of the exchange notes, or has any arrangement or understanding with any person to participate in a distribution of the exchange notes to be acquired in this exchange offer, that holder may be deemed to have received restricted securities and may not rely on the applicable interpretations of the staff of the Securities and Exchange Commission. Any holder so deemed will have to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction.

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        Each broker-dealer that receives exchange notes for its own account in exchange for unregistered notes may be deemed to be an underwriter within the meaning of the Securities Act and must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of those exchange notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an underwriter within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with offers to resell, resales and other transfers of exchange notes received in exchange for unregistered notes which were acquired by that broker-dealer as a result of market making or other trading activities. We have agreed that we will make this prospectus available to any broker-dealer for a period of time not to exceed 180 days after the completion of the exchange offer for use in connection with any offer to resell, resale or other transfer. Please refer to the section in this prospectus entitled "Plan of Distribution."

Terms of the Exchange Offer

        Upon the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal, we will accept any and all unregistered notes validly tendered and not withdrawn prior to the expiration date. We will issue $1,000 principal amount of the appropriate series of exchange notes in exchange for each $1,000 principal amount of the corresponding series of unregistered notes surrendered pursuant to the exchange offer. Unregistered notes may be tendered only in integral multiples of $1,000.

        The form and terms of each series of the exchange notes are the same as the form and terms of the corresponding series of unregistered notes except that:

The exchange notes will evidence the same indebtedness as the unregistered notes they replace and will be issued under, and be entitled to the benefits of, the indenture. Each series of unregistered and exchange notes will be treated as a single class of debt securities under the indenture.

        As of the date of this prospectus, $400,000,000 in aggregate principal amount of the unregistered 4.875% notes due 2010 and $500,000,000 in aggregate principal amount of the unregistered 5.625% notes due 2014 are outstanding. Only a registered holder of the unregistered notes, or such holder's legal representative or attorney-in-fact, as reflected on the records of the trustee under the indenture, may participate in the exchange offer. There will be no fixed record date for determining registered holders of the unregistered notes entitled to participate in the exchange offer.

        Holders of the unregistered notes do not have any appraisal or dissenters' rights under the indenture in connection with the exchange offer. We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement and the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations of the Securities and Exchange Commission thereunder.

        We shall be deemed to have accepted validly tendered unregistered notes when, as and if we have given oral or written notice thereof to the exchange agent. The exchange agent will act as agent for the tendering holders of unregistered notes for the purposes of receiving the exchange notes from us.

        Holders who tender unregistered notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with

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respect to the exchange of unregistered notes pursuant to the exchange offer. We will pay all charges and expenses, other than applicable taxes described below, in connection with the exchange offer. See "—Fees and Expenses."

Expiration Date; Extensions; Amendments

        The term "expiration date" shall mean 5:00 p.m., New York City time on                            , 2004, unless we, in our sole discretion, extend the exchange offer, in which case the term "expiration date" shall mean the latest date and time to which the exchange offer is extended.

        In order to extend the exchange offer, we will:

each prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

        We reserve the right, in our reasonable discretion:

Any delay in acceptance, extension, termination or amendment will be followed as promptly as practicable by oral or written notice to the registered holders. If the exchange offer is amended in a manner determined by us to constitute a material change, we will promptly disclose the amendment by means of a prospectus supplement or post-effective amendment to the registration statement that will be distributed to the registered holders, and we will extend the exchange offer for a period of five to ten business days, depending upon the significance of the amendment and the manner of disclosure to the registered holders, if the exchange offer would otherwise expire during that period.

Interest on the Exchange Notes

        The exchange notes due 2010 will bear interest at a rate equal to 4.875% per year. The exchange notes due 2014 will bear interest at a rate equal to 5.625% per year. Interest on the exchange notes will be payable semi-annually in arrears on each February 15 and August 15, commencing February 15, 2005. Holders of exchange notes will receive interest on February 15, 2005, from the date of initial issuance of the exchange notes, plus an amount equal to the accrued interest on the applicable series of unregistered notes from the date of issuance to the day preceding the date of exchange for exchange notes. Holders of unregistered notes that are accepted for exchange will be deemed to have waived the right to receive any interest accrued on the unregistered notes.

Procedures for Tendering

        To tender your unregistered notes in the exchange offer, you must complete, sign and date the letter of transmittal, or a facsimile, have the signatures thereon guaranteed if required by the letter of transmittal, and mail or otherwise deliver the letter of transmittal or facsimile, or an agent's message

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together with the certificates representing the unregistered notes being tendered and any other required documents, to the exchange agent for receipt prior to the expiration date. Alternatively, you may either:

        The term "agent's message" means a message, transmitted by DTC to, and received by, the exchange agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from its participant tendering unregistered notes which are the subject of this book-entry confirmation that this participant has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce this agreement against this participant.

        Unless withdrawn prior to the expiration date, your tender will constitute an agreement between you and us in accordance with the terms and subject to the conditions provided in this prospectus and in the letter of transmittal.

        THE METHOD OF DELIVERY OF UNREGISTERED NOTES, THE LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE AGENT IS AT YOUR ELECTION AND RISK. INSTEAD OF DELIVERY BY MAIL, WE RECOMMEND THAT YOU USE AN OVERNIGHT OR HAND DELIVERY SERVICE. IF YOU CHOOSE DELIVERY BY MAIL, WE RECOMMEND REGISTERED MAIL, RETURN RECEIPT REQUESTED, AND PROPERLY INSURED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT BEFORE THE EXPIRATION DATE. YOU SHOULD NOT SEND ANY LETTER OF TRANSMITTAL OR UNREGISTERED NOTES TO US. YOU MAY REQUEST YOUR RESPECTIVE BROKERS, DEALERS, COMMERCIAL BANKS, TRUST COMPANIES OR NOMINEES TO EFFECT THE ABOVE TRANSACTIONS ON YOUR BEHALF.

        If you are the beneficial owner of the unregistered notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your unregistered notes, you should contact the registered holder promptly and instruct the registered holder to tender on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your unregistered notes, either make appropriate arrangements to register ownership of the unregistered notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.

        Signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by an eligible institution, as defined below, unless the unregistered notes are tendered:

        An eligible institution is:

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        If the letter of transmittal is signed by the registered holder(s) of the unregistered notes tendered, the signature must correspond with the name(s) written on the face of the unregistered notes without alteration, enlargement or any change whatsoever. If the letter of transmittal is signed by a participant in DTC, the signature must correspond with the name as it appears on the security position listing as the holder of the unregistered notes.

        If the letter of transmittal is signed by a person other than the registered holder of any unregistered notes listed, the unregistered notes must be endorsed or accompanied by bond powers and a proxy that authorizes that person to tender the unregistered notes on behalf of the registered holder in satisfactory form to us as determined in our sole discretion, in each case as the name of the registered holder or holders appears on the unregistered notes.

        If the letter of transmittal or any unregistered notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, those persons should so indicate when signing. Unless waived by us, evidence satisfactory to us of their authority so to act must be submitted with the letter of transmittal.

        A tender will be deemed to have been received as of the date when the tendering holder's duly signed letter of transmittal accompanied by the unregistered notes tendered, or a timely confirmation received by a book-entry transfer of unregistered notes into the exchange agent's account at DTC with an agent's message, or a notice of guaranteed delivery from an eligible institution is received by the exchange agent. Issuances of exchange notes in exchange for unregistered notes tendered under a notice of guaranteed delivery by an eligible institution will be made only against delivery of the letter of transmittal, and any other required documents, and the tendered unregistered notes, or a timely confirmation received of a book-entry transfer of unregistered notes into the exchange agent's account at DTC with an agent's message, to the exchange agent.

        All questions as to the validity, form, eligibility, time of receipt, acceptance and withdrawal of tendered unregistered notes will be determined by us in our sole discretion. Our determination will be final and binding. We reserve the absolute right to reject any and all unregistered notes not properly tendered or any unregistered notes which, if accepted by us would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular unregistered notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of unregistered notes must be cured within the time we determine. Although we intend to notify holders of defects or irregularities with respect to tenders of unregistered notes, neither we, the exchange agent nor any other person shall incur any liability for failure to give that notice. Tenders of unregistered notes will not be deemed to have been made until such defects or irregularities have been cured or waived.

        While we have no present plan to do so, we reserve the right in our sole discretion to:

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        By tendering, you will be making several representations to us including that:

        If you are a broker-dealer that will receive exchange notes for your own account in exchange for unregistered notes that were acquired as a result of market-making activities or other trading activities, you will also be required to acknowledge in the letter of transmittal that you will deliver a prospectus in connection with any resale of those exchange notes; however, by so acknowledging and by delivering a prospectus, you will not be deemed to admit that you are an underwriter within the meaning of the Securities Act.

Return of Unregistered Notes

        If any tendered unregistered notes are not accepted by us or the exchange agent for any reason, or if unregistered notes are withdrawn or are submitted for a greater principal amount than you desire to exchange, the unaccepted, withdrawn or non-exchanged unregistered notes will be returned to you without expense to you. In the case of unregistered notes tendered by book-entry transfer into the exchange agent's account at DTC pursuant to the book-entry transfer procedures described below, those unregistered notes will be credited to the appropriate account maintained with DTC.

Book-Entry Transfer

        The exchange agent will make a request to establish an account with respect to the unregistered notes at DTC for purposes of the exchange offer within two business days after the date of this prospectus. Any financial institution that is a participant in DTC's systems may make book-entry delivery of unregistered notes by causing DTC to transfer the unregistered notes into the exchange agent's account in accordance with DTC's procedures for transfer.

        However, although delivery of unregistered notes may be effected through book-entry transfer, an agent's message or the letter of transmittal or facsimile, with any required signature guarantees and any other required documents, must, in any case, be transmitted to and received by the exchange agent at the address set forth below under "—Exchange Agent" on or prior to the expiration date or pursuant

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to the guaranteed delivery procedures described below. DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

Guaranteed Delivery Procedures

        If you are a registered holder and wish to tender your unregistered notes and (a) your unregistered notes are not immediately available or (b) you cannot deliver your unregistered notes, the letter of transmittal or any other required documents to the exchange agent prior to the expiration date, or (c) the procedures for book-entry transfer cannot be completed on a timely basis and an agent's message delivered, you may effect a tender if:

Withdrawal of Tenders

        Except as otherwise provided herein, you may withdraw tenders of unregistered notes at any time prior to 5:00 p.m. on the expiration date.

        To withdraw a tender of unregistered notes in the exchange offer, you must send a written or facsimile transmission notice of withdrawal to the exchange agent at its proper address prior to the expiration date. Any notice of withdrawal must:

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All questions as to the validity, form and eligibility, including time of receipt, of withdrawal notices will be determined by us in our sole discretion. Our determination will be final and binding on all parties. Any unregistered notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer and no exchange notes will be issued unless the unregistered notes so withdrawn are validly retendered. Properly withdrawn unregistered notes may be retendered by following one of the procedures described above under "Procedures for Tendering" at any time prior to the expiration date.

Conditions

        Notwithstanding any other term of the exchange offer, we shall not be required to accept for exchange, or exchange the exchange notes for, any unregistered notes, and may terminate or amend the exchange offer as provided in this prospectus before the acceptance of such unregistered notes, if the exchange offer violates applicable law, rules or regulations or an applicable interpretation of the staff of the Securities and Exchange Commission.

        If we determine in our sole discretion that any of these conditions are not satisfied, we may:

If our waiver constitutes a material change to the exchange offer, we will promptly disclose our waiver by means of a prospectus supplement or post-effective amendment that will be distributed to the registered holders of the unregistered notes, and we will extend the exchange offer for a period of five to ten business days, depending upon the significance of the waiver and the manner of disclosure to the registered holders, if the exchange offer would otherwise expire during that period.

Termination of Specific Rights

        All rights under the registration rights agreement, including registration rights, of holders of the unregistered notes eligible to participate in the exchange offer will terminate upon consummation of the exchange offer except with respect to our continuing obligations to:

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Exchange Agent

        We have appointed JPMorgan Chase Bank as exchange agent for the exchange offer. You should direct all questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for notice of guaranteed delivery to the exchange agent as follows:

By Mail:
JPMorgan Chase Bank
Institutional Trust Services
P.O. Box 2320
Dallas, Texas 75221-2320
Attention: Frank Ivins

By Hand or By Courier:
JPMorgan Chase Bank
Institutional Trust Services
2001 Bryan Street, 9th Floor
Dallas, Texas 75221
Attention: Frank Ivins

Facsimile Transmission Number:
(For Eligible Institutions Only)
(214) 468-6494

Confirm by Telephone:
(214) 468-6464

Fees and Expenses

        We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail; however, additional solicitation may be made by telegraph, telephone or in person by our and our affiliates' officers and regular employees.

        We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. We will pay the exchange agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses in connection with the exchange offer.

        We will pay all cash expenses to be incurred in connection with the exchange offer including registration fees, fees and expenses of the exchange agent and the trustee, accounting and legal fees and printing costs, among others.

        We will pay all transfer taxes, if any, applicable to the exchange of unregistered notes pursuant to the exchange offer. If, however, transfer taxes are imposed for any reason other than the exchange of the unregistered notes pursuant to the exchange offer, then the amount of any such transfer taxes, whether imposed on the registered holder or any other persons, will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to such tendering holder.

Your Failure to Participate in the Exchange Offer Will Have Adverse Consequences

        The unregistered notes that are not exchanged for the exchange notes pursuant to the exchange offer will remain restricted securities. Accordingly, such unregistered notes may be resold by you only:

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        In addition, you will no longer be able to obligate us to register the unregistered notes under the Securities Act except in the limited circumstances provided under our registration rights agreement. The restrictions on transfer of your unregistered notes arise because we issued the unregistered notes under exemptions from, or in transactions outside the registration requirements of the Securities Act and applicable state securities laws. In addition, if you want to exchange your unregistered notes in the exchange offer for the purpose of participating in a distribution of the exchange notes, you may be deemed to have received registered securities, and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. To the extent the unregistered notes are tendered and accepted in the exchange offer, the trading market, if any, for the unregistered notes would be adversely affected. Please refer to the section in this prospectus entitled "Risk Factors."

        You are urged to consult your financial and tax advisors in making your own decisions on whether to participate in the exchange offer.

Accounting Treatment

        For accounting purposes, we will recognize no gain or loss as a result of the exchange offer. The expenses of the exchange offer will be amortized over the term of the exchange notes.

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DESCRIPTION OF EXCHANGE NOTES

General

        The following is a description of the terms of the 4.875% notes due 2010 and 5.625% notes due 2014 offered in exchange for our unregistered notes of the same maturities and interest rates. The form and terms of each series of the exchange notes are the same as the form and terms of the corresponding series of unregistered notes, except that the exchange notes have been registered under the Securities Act, will not bear legends restricting the transfer of the notes and will not be entitled to registration rights under the registration rights agreement. As used in this section, the terms "note," "notes," "2010 notes" and "2014 notes" refer to the exchange notes.

        The notes are two series of debt securities to be issued pursuant to an indenture dated as of November 26, 1996, between us and JPMorgan Chase Bank (formerly, The Chase Manhattan Bank), as trustee (the "Trustee"), and supplemented on August 11, 2004 (the "Indenture"). The terms of the notes include those provisions contained in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939. The notes are subject to all those terms, and holders of notes are referred to the Indenture and the Trust Indenture Act for a statement of the terms. The following summary of specified provisions of the Indenture does not purport to be complete and is subject to and qualified in its entirety by reference to the Indenture, including the definitions therein of some of the terms used below. Capitalized terms not defined where first used are defined below under the heading "Definitions."

        The notes will be our direct, unsecured and unsubordinated obligations and will rank equally with all our other unsecured and unsubordinated indebtedness from time to time outstanding, and the notes will be effectively subordinated to the claims of mortgage lenders holding our secured indebtedness, as to the specific property securing each lender's mortgage and to claims of creditors of our subsidiaries to the extent of the assets of those subsidiaries. As of June 30, 2004, the total unaudited consolidated mortgage debt on our properties was approximately $4.7 billion and our subsidiaries had approximately $585 million in total unaudited unsecured debt. Subject to specified limitations in the Indenture and as described below under "Covenants," the Indenture permits us to incur additional secured and unsecured indebtedness.

        The 2010 notes will mature on August 15, 2010 and the 2014 notes will mature on August 15, 2014 (each, a "Maturity Date"). The notes will not be subject to any sinking fund provisions and will not be convertible into or exchangeable for any of our equity interests. The notes will be issued only in fully registered book-entry form without coupons, in denominations of $1,000 and integral multiples of $1,000.

        Except as described below under "Covenants—Limitations on Incurrence of Debt" and "—Merger, Consolidation or Sale," the Indenture does not contain any provisions that would limit our ability to incur indebtedness or that would afford holders of the notes protection in the event of:

Restrictions on the ownership and transfer of the shares of common stock of Simon Property designed to preserve its status as a REIT, however, may act to prevent or hinder a change of control. Simon Property and its management have no present intention of engaging in a transaction which would result in Simon Property or us being highly leveraged or that would result in a change of control.

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Principal and Interest

        The 2010 notes will bear interest at 4.875% per year and the 2014 notes will bear interest at 5.625% per year, in each case, from August 11, 2004 or from the immediately preceding Interest Payment Date to which interest has been paid. Interest is payable semi-annually in arrears on February 15 and August 15, commencing February 15, 2005 (each, an "Interest Payment Date"), and on the applicable Maturity Date. Interest will be paid to the persons or "holders" in whose names the notes are registered in the security register at the close of business 15 calendar days prior to the payment date (each, a "Regular Record Date"), regardless of whether that day is a Business Day. Interest on the notes will be computed on the basis of a 360-day year of twelve 30-day months.

        The principal of each note payable at maturity will be paid against presentation and surrender of the note at the corporate trust office of the Trustee, located initially at JPMorgan Chase Bank, 4 New York Plaza, 15th Floor, New York, New York 10004, in the coin or currency of the United States of America that at the time of payment is legal tender for payment of public and private debts.

        If any Interest Payment Date or a Maturity Date falls on a day that is not a Business Day, the required payment will be made on the next Business Day as if it were made on the date the payment was due and no interest will accrue on the amount so payable for the period from and after that Interest Payment Date or Maturity Date, as the case may be. "Business Day" means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in New York City are authorized or required by law, regulation or executive order to close.

Further Issues

        We may, from time to time, without the consent of existing note holders, create and issue further notes having the same terms and conditions as either of the series of the notes in all respects, except for issue date, issue price and the first payment of interest thereon. Additional notes issued in this manner will be consolidated with and will form a single series with the previously outstanding series of notes.

Optional Redemption

        We may redeem the notes of either series at any time at our option, in whole or from time to time in part, at a redemption price equal to the sum of:

        If we have given notice of redemption as provided in the Indenture and have made funds available on the redemption date referred to in the notice for the redemption of any notes of either series called for redemption, the notes of that series will cease to bear interest on the date fixed for the redemption specified in the notice and the only right of the holders of the notes of that series from and after the redemption date will be to receive payment of the Redemption Price upon surrender of the notes in accordance with the notice.

        We will give notice of any optional redemption of any notes of either series to holders of that series, at their addresses, as shown in the security register for the notes, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Price and principal amount of the notes held by the holder to be redeemed.

        If less than all of the notes of either series are to be redeemed at our option, we will notify the Trustee at least 45 days prior to giving notice of redemption, or a shorter period as may be satisfactory

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to the Trustee, of the aggregate principal amount of notes of the series to be redeemed, if less than all of the notes of that series are to be redeemed, and their redemption date. The Trustee will select, in the manner it deems fair and appropriate, no less than 60 days prior to the date of redemption, the notes of that series to be redeemed in whole or in part.

        As used in this prospectus:

        "Make-Whole Amount" means, in connection with any optional redemption or accelerated payment of any notes, the excess, if any, of:

        "Reinvestment Rate" means the yield on treasury securities at a constant maturity corresponding to the remaining life (as of the date of redemption or accelerated payment, and rounded to the nearest month) to stated maturity of the principal being redeemed (the "Treasury Yield") as stated in the notes, plus 0.25% for the 2010 notes or 0.30% for the 2014 notes. For purposes of calculating the Reinvestment Rate, the Treasury Yield will be equal to the arithmetic mean of the yields published in the Statistical Release under the heading "Week Ending" for "U.S. Government Securities—Treasury Constant Maturities" with a maturity equal to the remaining life. However, if no published maturity exactly corresponds to the remaining life, then the Treasury Yield will be interpolated or extrapolated on a straight-line basis from the arithmetic means of the yields for the next shortest and next longest published maturities. For purposes of calculating the Reinvestment Rate, the most recent Statistical Release published prior to the date of determination of the Make-Whole Amount will be used. If the format or content of the Statistical Release changes in a manner that precludes determination of the Treasury Yield in the above manner, then the Treasury Yield will be determined in the manner that most closely approximates the above manner, as we reasonably determine.

        "Statistical Release" means the statistical release designated "H.15(519)" or any successor publication that is published weekly by the Federal Reserve System and that reports yields on actively traded United States government securities adjusted to constant maturities, or, if that statistical release is not published at the time of any required determination under the Indenture, then another reasonably comparable index which we will designate.

No Guarantee by Predecessor Operating Partnership

        The Indenture indicates that Simon Property Group, L.P., a predecessor operating partnership subsidiary of Simon Property, would guarantee the payment of any securities issued under the Indenture. Effective December 31, 1997, this predecessor operating partnership was merged into us. As a result, we acquired all of the assets and partnership interests it previously owned and its obligations as guarantor under the Indenture were terminated.

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Covenants

        The Indenture, as supplemented, contains various covenants, including the following:

        Limitations on Incurrence of Debt.    We will not, and will not permit any Subsidiary to, incur any Debt, other than Intercompany Debt, if, immediately after giving effect to the incurrence of that Debt and the application of the net proceeds therefrom, the aggregate principal amount of all outstanding Debt is greater than 60% of the sum of:

        In addition, we will not, and will not permit any Subsidiary to, incur any Secured Debt if, immediately after giving effect to the incurrence of the additional Secured Debt, and the application of the net proceeds thereof, the aggregate principal amount of all outstanding Secured Debt is greater than 55% of the sum of:

        In addition to the foregoing limitations on the incurrence of Debt, we will not, and will not permit any Subsidiary to, incur any Debt if the ratio of Annualized EBITDA After Minority Interest to Interest Expense for the period consisting of the four consecutive fiscal quarters most recently ended prior to the date on which such additional Debt is to be incurred would have been less than 1.75 to 1 on a pro forma basis after giving effect to the incurrence of such Debt and to the application of the proceeds therefrom, and calculated on the assumption that:

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        For purposes of the foregoing provisions regarding the limitation on the incurrence of Debt, Debt shall be deemed to be "incurred" by us or a Subsidiary whenever we or our Subsidiary creates, assumes, guarantees or otherwise becomes liable in respect of that Debt.

        Maintenance of Total Unencumbered Assets.    We will at all times maintain Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of all of our outstanding Unsecured Debt.

        Merger, Consolidation or Sale.    We may consolidate with, or sell, lease or convey all or substantially all of our assets to, or merge with or into any other entity, provided that:

        Existence.    Except as described under "—Merger, Consolidation or Sale," above, we will do or cause to be done all things necessary to preserve and keep in full force and effect our existence, rights (by partnership agreement and statute) and franchises; provided, however, that we will not be required to preserve any right or franchise if we determine that its loss is not disadvantageous in any material respect to the holders of the notes.

        Maintenance of Properties.    We will cause all of our material properties used or useful in the conduct of our business or the business of any Subsidiary to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in our reasonable judgment may be necessary so that the business carried on in connection with these properties may be properly conducted at all times. We and our Subsidiaries will not be prevented from selling or otherwise disposing of any properties for value in the ordinary course of business.

        Insurance.    We will, and will cause each of our Subsidiaries to, keep in force insurance policies on all our insurable properties issued by financially sound and reputable companies protecting against loss or damage at least equal to their then full insurable value (subject to reasonable deductibles determined by us).

        Payment of Taxes and Other Claims.    We will pay or discharge or cause to be paid or discharged, before the same become delinquent:

excluding, however, any tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings.

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        Provision of Financial Information.    Whether or not we are subject to Section 13 or 15(d) of the Exchange Act, and to the extent permitted under the Exchange Act, we will file with the Securities and Exchange Commission the annual reports, quarterly reports and other documents required under Sections 13 or 15(d) (the "Financial Information") on or prior to the respective dates (the "Required Filing Dates") by which we would have been required to file those documents if we were subject to Sections 13 or 15(d). We also will in any event within 15 days of each Required Filing Date:

        If we are not permitted to file these documents with the Securities and Exchange Commission under the Exchange Act, we will supply copies of the documents to any prospective holder promptly upon written request and payment of the reasonable cost of duplication and delivery.

        Definitions.    As used in this "Description of Exchange Notes" and in the Indenture, as supplemented:

        "Adjusted Total Assets" as of any date means the sum of:

subject, however, to reduction by the amount of the proceeds of any real estate assets disposed of after the IPO by the Partnership or any Subsidiary, less any portion applicable to minority interests, and by the Partnership's allocable portion based on its ownership interest, of the proceeds of any real estate assets disposed of after the IPO by unconsolidated joint ventures.

        "Annualized EBITDA" means earnings before interest, taxes, depreciation and amortization for all properties with other adjustments as are necessary to exclude the effect of items classified as extraordinary items in accordance with GAAP, adjusted to reflect the assumption that (1) any income earned as a result of any assets having been placed in service since the end of such period had been earned, on an annualized basis, during such period, and (2) in the case of any acquisition or disposition by the Partnership, any Subsidiary or any unconsolidated joint venture in which the Partnership or any

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Subsidiary owns an interest, of any assets since the first day of such period, such acquisition or disposition and any related repayment of Debt had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition.

        "Annualized EBITDA After Minority Interest" means Annualized EBITDA after distributions to third party joint venture partners.

        "Debt" means any indebtedness of us and our Subsidiaries, on a consolidated basis, less any portion attributable to minority interests, plus our allocable portion, based on our ownership interest, of indebtedness of unconsolidated joint ventures, whether or not contingent, in respect of:

and also includes, to the extent not otherwise included, any obligation of us or any Subsidiary to be liable for, or to pay, as obligor, guarantor or otherwise, other than for purposes of collection in the ordinary course of business, indebtedness of another person (other than us or any Subsidiary) described in the clauses above (or in the case of an obligation made jointly with another person our allocable portion based on our ownership interest in the related real estate assets).

        "DRC Merger" means the merger of Old Simon Property and DeBartolo Realty Corporation and related transactions consummated on August 9, 1996, pursuant to the Agreement and Plan of Merger between Old Simon Property and DeBartolo Realty Corporation.

        "GAAP" means generally accepted accounting principles.

        "Intercompany Debt" means Debt to which the only parties are us, Simon Property and any of our and Simon Property's Subsidiaries, but only so long as that Debt is held solely by any of us, Simon Property and any Subsidiary and, provided that, in the case of Debt owed by us to any Subsidiary, the Debt is subordinated in right of payment to the holders of the notes.

        "Interest Expense" includes our pro rata share of joint venture interest expense and is reduced by amortization of debt issuance costs.

        "IPO" means the initial public offering of Old Simon Property.

        "Old Simon Property" means SPG Properties, Inc., a Maryland corporation, formerly known as "Simon Property Group, Inc.," which was merged with and into Simon Property effective July 1, 2001.

        "Secured Debt" means Debt secured by any mortgage, lien, pledge, encumbrance or security interest of any kind upon any of our property or the property of any Subsidiary.

        "Subsidiary" means a corporation, partnership, joint venture, limited liability company or other entity, a majority of the outstanding voting stock, partnership interests or membership interests, as the case may be, of which is owned or controlled, directly or indirectly, by us or by one or more of our Subsidiaries. For the purposes of this definition, "voting stock" means stock having the voting power for the election of directors, or trustees, as the case may be, whether at all times or only so long as no senior class of stock has the voting power by reason of any contingency.

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        "Unencumbered Annualized EBITDA After Minority Interest" means Annualized EBITDA After Minority Interest less any portion thereof attributable to assets serving as collateral for Secured Debt.

        "Unencumbered Assets" as of any date shall be equal to Adjusted Total Assets as of such date multiplied by a fraction, the numerator of which is Unencumbered Annualized EBITDA After Minority Interest and the denominator of which is Annualized EBITDA After Minority Interest.

        "Unsecured Debt" means our Debt or Debt of any of our Subsidiaries that is not Secured Debt.

        Compliance with the covenants described in this prospectus and with respect to the notes generally may not be waived by us, or by the Trustee unless the holders of at least a majority in principal amount of all outstanding notes consent to the waiver.

Modification of the Indenture

        Modifications and amendments of the Indenture may be made only with the consent of the holders of not less than a majority in principal amount of all Outstanding Debt Securities (as defined in the Indenture) affected by the modification or amendment (voting as a single class); provided, however, that no such modification or amendment may, without the consent of the holder of each Debt Security affected thereby:

        The holders of not less than a majority in principal amount of a series of outstanding notes have the right to waive compliance by us with covenants relating to those notes in the Indenture.

        Modifications and amendments of the Indenture may be permitted to be made by us and the Trustee without the consent of any holder of Debt Securities for any of the following purposes:

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        The Indenture provides that in determining whether the holders of the requisite principal amount of a series of outstanding Debt Securities have given any request, demand, authorization, direction, notice, consent or waiver thereunder or whether a quorum is present at a meeting of holders of those Debt Securities, (1) the principal amount of an Original Issue Discount Security that shall be deemed to be Outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon acceleration of the maturity thereof, (2) the principal amount of a note denominated in a foreign currency that shall be deemed Outstanding shall be the U.S. dollar equivalent, determined on the issue date for that note, of the principal amount (or, in the case of an Original Issue Discount Security, the U.S. dollar equivalent on the issue date of such note of the amount determined as provided in (1) above) of that note, (3) the principal amount of an Indexed Security that shall be deemed Outstanding shall be the principal face amount of such Indexed Security at original issuance, unless otherwise provided with respect to such Indexed Security pursuant to the Indenture, and (4) securities owned by the Partnership or any other obligor upon the securities or any affiliate of the Partnership or of such other obligor shall be disregarded.

        The Indenture contains provisions of convening meetings of the holders of Debt Securities of a series issuable, in whole or in part, as bearer securities. A meeting will be permitted to be called at any time by the Trustee, and also, upon request, by the Partnership or the holders of at least 10% in principal amount of the Outstanding Debt Securities of such series, in any such case upon notice given as provided in the Indenture. Except for any consent that must be given by the holder of each Debt Security affected by certain modifications and amendments of the Indenture, any resolution presented at a meeting or adjourned meeting duly reconvened at which a quorum is present will be permitted to be adopted by the affirmative vote of the holders of a majority in principal amount of the Outstanding Debt Securities of that series; provided, however, that, except as referred to above, any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver or other action that may be made, given or taken by the holders of a specified percentage in principal amount of the Outstanding Debt Securities of a series may be adopted at a meeting at which a quorum is present by the affirmative vote of the holders of such specified percentage in principal amount of the Outstanding Debt Securities of that series. Any resolution passed or decision taken at any meeting of holders of

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Debt Securities of any series duly held in accordance with the Indenture will be binding on all holders of Debt Securities of that series. The quorum at any meeting called to adopt a resolution, and at any reconvened meeting, will be persons holding or representing a majority in principal amount of the Outstanding Debt Securities of a series; provided, however, that if any action is to be taken at such meeting with respect to any request, demand, authorization, direction, notice, consent, waiver or other action which may be made, given or taken by the holders of not less than a specified percentage in principal amount of the Outstanding Debt Securities of a series, then with respect to such action (and only such action) the persons holding or representing such specified percentage in principal amount of the Outstanding Debt Securities of such series will constitute a quorum.

        Notwithstanding the foregoing provisions, the Indenture provides that if any action is to be taken at a meeting of holders of Debt Securities of any series with respect to any request, demand, authorization, direction, notice, consent, waiver or other action that the Indenture expressly provides may be made, given or taken by the holders of a specified percentage in principal amount of all Outstanding Debt Securities affected thereby, or the holders of that series and any other series:

Events of Default, Notice and Waiver

        The term "Event of Default," when used in this prospectus and the Indenture, means any one of the following events:

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        If an Event of Default under the Indenture with respect to the notes at the time outstanding occurs and is continuing, then in every such case the Trustee or the holders of not less than 25% of the principal amount of the outstanding notes may declare the principal amount and premium or Make-Whole Amount, if any, and accrued interest on all the notes to be due and payable immediately by written notice thereof to us, and to the Trustee if given by the holders; provided, that in the case of an Event of Default described in clause (6) above, acceleration is automatic. However, at any time after a declaration of acceleration with respect to the notes has been made, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the holders of not less than a majority in principal amount of the outstanding notes may, by written notice to us and the Trustee, rescind and annul the declaration and its consequences if:

        The holders of not less than a majority in principal amount of the notes of any series may waive any past default with respect to such series and its consequences, except a default:

        The Trustee will be required to give notice to the holders of the notes within 90 days of the occurrence of a default under the Indenture unless the default has been cured or waived; provided, however, that the Trustee may withhold notice to the holders of the notes of any default, except a default in the payment of the principal of, or premium or Make-Whole Amount, if any, or interest on the notes, if and so long as specified responsible officers of the Trustee determine in good faith that the withholding of the notice is in the interest of the holders.

        The Indenture provides that no holder of notes may institute any proceedings, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee, or for any remedy thereunder, except in the case of failure of the Trustee, for 60 days, to act after it has received a written request to institute proceedings in respect of an Event of Default from the holders of not less than 25% in principal amount of the outstanding notes, as well as an offer of indemnity reasonably satisfactory to it. This provision will not prevent, however, any holder of notes from instituting suit for the payment of the principal of, and premium or Make-Whole Amount, if any, and interest on the notes on the due date thereof.

        Subject to provisions in the Indenture relating to its duties in case of default, the Trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any holders of notes then outstanding under the Indenture, unless the holders have offered to the Trustee reasonable security or indemnity. The holders of not less than a majority in principal amount of the outstanding notes have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred upon the Trustee.

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However, the Trustee may refuse to follow any direction which is in conflict with any law or the Indenture, which may involve the Trustee in personal liability or which may be unduly prejudicial to the holders of notes not joining therein and the Trustee may take any other action it deems proper not inconsistent with the direction given.

        Within 120 days after the close of each fiscal year, we will be required to deliver to the Trustee a certificate, signed by one of several of our specified officers, stating whether or not the officer has knowledge of any default under the Indenture and, if so, specifying each default and the nature and status thereof.

Discharge, Defeasance and Covenant Defeasance

        We are permitted under the Indenture to discharge specific obligations to the holders of the notes that have not already been delivered to the Trustee for cancellation by irrevocably depositing with the Trustee, in trust, funds in the currency in which the notes are payable in an amount sufficient to pay the entire indebtedness on the notes in respect of principal, and premium or Make-Whole Amount, if any, and interest to the date of the deposit, if the notes have become due and payable, or to the stated Maturity Date or redemption date, as the case may be.

        The Indenture also provides that we may elect either:

in either case upon the irrevocable deposit by us with the Trustee, in trust, of an amount, in the currency in which the notes are payable at stated maturity, or Government Obligations, or both, applicable to the notes which through the scheduled payment of principal and interest in accordance with their terms will provide money in an amount sufficient without reinvestment to pay the principal of, and premium or Make-Whole Amount, if any, and interest on the notes on the scheduled due dates therefor.

        A trust may only be established if, among other things, we have delivered to the Trustee an opinion of counsel, as specified in the Indenture, to the effect that the holders of the notes will not recognize income, gain or loss for federal income tax purposes as a result of the defeasance or covenant defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the defeasance or covenant defeasance had not occurred, and the opinion of counsel, in the case of defeasance, will be required to refer to and be based upon a ruling of the Internal Revenue Service or a change in applicable federal income tax law occurring after the date of the Indenture.

        "Government Obligations" means securities that are:

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which, in either case, are not callable or redeemable at the option of the issuer thereof, and will also include a depositary receipt issued by a bank or trust company as custodian with respect to any Government Obligation or a specific payment of interest on or principal of any Government Obligation held by the custodian for the account of the holder of a depositary receipt, provided that, except as required by law, the custodian is not authorized to make any deduction from the amount payable to the holder of the depositary receipt from any amount received by the custodian in respect of the Government Obligation or the specific payment of interest on or principal of the Government Obligation evidenced by the depositary receipt.

        If after we have deposited funds or Government Obligations to effect defeasance or covenant defeasance with respect to any series of notes:

        "Conversion Event" means the cessation of use of (a) a currency, currency unit or composite currency both by the government of the country which issued such currency and for the settlement of transactions by a central bank or other public institutions of or within the international banking community, (b) the ECU both within the European Monetary System and for the settlement of transactions by public institutions of or within the European Community or (c) any currency unit (or composite currency) other than the ECU for the purposes for which it was established. All payments of principal of (and premium, if any) and interest on any note that is payable in a foreign currency that ceases to be used by its government of issuance shall be made in U.S. dollars.

        If we effect covenant defeasance with respect to any notes and these notes are declared due and payable because of the occurrence of any Event of Default other than the Event of Default described in clause (4) under "—Events of Default, Notice and Waiver" with respect to Sections 1006 to 1010, inclusive, of the Indenture, which sections would no longer be applicable to the notes as a result of the covenant defeasance, or described in clause (7) under "—Events of Default, Notice and Waiver" with respect to any other covenant as to which there has been covenant defeasance, the amount in the currency in which the notes are payable, and Government Obligations on deposit with the Trustee, will be sufficient to pay amounts due on the notes at the time of their stated maturity but may not be sufficient to pay amounts due on the notes at the time of the acceleration resulting from the Default. We would remain liable, however, to make payment of the amounts due at the time of acceleration.

Book Entry; Delivery and Form

        The Global Notes.    Each series of notes issued in the exchange offer will initially be represented by a single, permanent global note in definitive, fully registered form (the "Global Notes"). Upon the issuance of the Global Notes, DTC or its custodian will credit, on its internal system, the respective principal amount of the individual beneficial interests represented by the Global Note to the accounts of persons who have accounts with such depositary. Ownership of beneficial interests in a Global Note will be limited to persons who have accounts with DTC ("participants") or persons who hold interests through participants. Ownership of beneficial interests in a Global Note will be shown on, and the transfer of that ownership will be effected only through, records maintained by DTC or its nominee

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(with respect to interests of participants) and the records of participants (with respect to interests of persons other than participants).

        So long as DTC or its nominee is the registered holder of a Global Note, DTC or such nominee, as the case may be, will be considered the sole owner or holder of the notes represented by such Global Note for all purposes under the Indenture and under the notes represented thereby. No beneficial owner of an interest in a Global Note will be able to transfer that interest except in accordance with the procedures provided for under the applicable procedures of DTC.

        Payments of the principal of, and interest on, the notes represented by the Global Notes will be made to DTC or its nominee, as the case may be, as the registered owner thereof. None of us, the Trustee or any paying agent will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

        We expect that DTC or its nominee, upon receipt of any payment of principal or interest in respect of notes represented by a Global Note will credit participants' accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such Global Note as shown on the records of DTC or its nominee. We also expect that payment by participants to owners of beneficial interests in such Global Note held through such participants will be governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the name of nominees for such customers. Such payments will be the responsibility of such participants. Transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules and will be settled in same-day funds. Transfers between participants in Euroclear and Clearstream Banking will be effected in the ordinary way in accordance with their respective rules and operating procedures.

        Because of time zone differences, the securities account of a Euroclear or Clearstream Banking participant purchasing an interest in a Global Note from a participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream Banking participant during the securities settlement processing day (which must be a business day for Euroclear or Clearstream Banking) immediately following the settlement date of DTC. Cash received in Euroclear or Clearstream Banking as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream Banking participant to a participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream Banking cash account only as of the business day for Euroclear or Clearstream Banking following DTC's settlement date.

        DTC has advised us that it will take any action permitted to be taken by a holder of notes (including the presentation of notes for exchange as described below) only at the direction of one or more participants to whose account an interest in the Global Notes is credited and only in respect of such series and such portion of the aggregate principal amount of notes as to which such participant or participants has or have given such direction.

        DTC has advised us of the following information regarding DTC. DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities of its participants and facilitates the clearance and settlement of securities transactions among its participants through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. DTC's participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is owned by a number of its participants and by the New York Stock Exchange, Inc., the American Stock Exchange LLC and the National Association of Securities Dealers, Inc. Access to the DTC book-entry system is also available

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to others, such as banks, brokers and dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. The rules applicable to DTC and its participants are on file with the Securities and Exchange Commission.

        Although DTC, Euroclear and Clearstream Banking have agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among participants in DTC, Euroclear and Clearstream Banking, they are under no obligation to perform or to continue to perform these procedures, and these procedures may be discontinued at any time. Neither we nor the Trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream Banking or their respective participants of their respective obligations under the rules and procedures governing their operations.

        Certificated Notes.    Global Notes may not be transferred as or exchanged for physical certificates in registered form without coupons (the "Certificated Notes"), except (1) if DTC notifies us that it is unwilling or unable to continue to act as depositary with respect to the Global Notes or ceases to be a clearing agency registered under the Exchange Act and, in either case, we do not appoint a successor depositary registered as a clearing agency under the Exchange Act within 120 days, (2) at any time if we in our sole discretion determine that the Global Notes (in whole but not in part) should be exchanged for Certificated Notes or (3) if the owner of an interest in the Global Notes requests such Certificated Notes, following an Event of Default under the Indenture, in a writing delivered through the depositary to the Trustee.

        The information in this section concerning DTC, Euroclear and Clearstream Banking and their book-entry systems has been obtained from sources that we believe to be reliable, but we take no responsibility for its accuracy.

Governing Law

        The Indenture is governed by, and construed in accordance with, the laws of the State of New York, and once issued the exchange notes will be as well.

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FEDERAL INCOME TAX CONSEQUENCES

        The following discussion is based on the opinion of Baker & Daniels, our tax counsel, as to the material United States federal income tax consequences expected to result to you if you exchange your unregistered notes for exchange notes in the exchange offer. This discussion is based on:

all as of the date of this prospectus. In addition, the administrative interpretations and practices of the IRS include its practices and policies as expressed in private letter rulings that are not binding on the IRS, except with respect to the particular taxpayers who requested and received those rulings. Future legislation, treasury regulations, administrative interpretations and practices and/or court decisions may adversely affect the tax considerations contained in this discussion. Any change could apply retroactively to transactions preceding the date of the change. The tax considerations contained in this discussion may be challenged by the IRS, and we have not requested, and do not plan to request, any rulings from the IRS concerning the tax treatment of the exchange of unregistered notes for the exchange notes.

        The tax treatment of a holder of notes may vary depending upon such holder's particular situation. Certain holders (including, but not limited to, certain financial institutions, insurance companies, broker-dealers, persons who mark-to-market the notes, expatriates and persons holding notes as part of a "straddle," "hedge" or "conversion transaction") may be subject to special rules not discussed below. This discussion is limited to holders who will hold the notes as "capital assets" (generally, property held for investment) within the meaning of Section 1221 of the Initial Revenue Code. YOU SHOULD CONSULT YOUR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE NOTES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, FOREIGN OR OTHER TAX LAWS.

        As used herein, the term "U.S. Holder" means a beneficial owner of notes that is for United States federal income tax purposes (1) an individual citizen or resident of the United States, (2) a corporation or other entity treated as a corporation created or organized in or under the laws of the United States or of any political subdivision thereof, (3) an estate whose income is subject to United States federal income tax regardless of its source, or (4) a trust, if both (a) a court within the United States is able to exercise primary supervision over the administration of the trust and (b) one or more United States persons have the authority to control all substantial decisions of the trust. Notwithstanding the preceding sentence, to the extent provided in Treasury regulations, certain trusts that are beneficial owners of notes and in existence on August 20, 1996, and treated as United States persons prior to such date, that elect to continue to be treated as United States persons also will be a U.S. Holder. As used herein, the term "Non-U.S. Holder" means a beneficial owner of notes that is not a U.S. Holder.

        If a partnership (including for this purpose any entity treated as a partnership for United States federal income tax purposes but excluding any entity that has elected to be taxed as a corporation) holds a note, the treatment of a partner in the partnership will generally depend on the status of the

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partner and activities of the partnership. A holder that is a partnership and partners in such partnership should consult their own tax advisors regarding the United States federal income tax consequences of purchasing, owning and disposing of the notes.

Interest

        Stated interest on a note will be included in the income of a U.S. Holder as ordinary income at the time such interest is received or accrued, in accordance with the U.S. Holder's regular method of accounting.

Exchange Offer

        The exchange of unregistered notes for exchange notes will be treated as a "non-event" for United States federal income tax purposes, because the exchange notes will not be considered to differ materially in kind or extent from the unregistered notes. A U.S. Holder will have the same basis and holding period in the exchange notes that it had in the notes immediately prior to the exchange.

Sale, Retirement or Other Taxable Disposition

        In general, a U.S. Holder of a note will recognize gain or loss for United States federal income tax purposes upon the sale, retirement or other taxable disposition of that note in an amount equal to the difference between (1) the amount of cash and the fair market value of property received in exchange therefor (except to the extent attributable to the payment of accrued interest, which generally will be taxable to a holder as ordinary income) and (2) the holder's adjusted tax basis in that note. A U.S. Holder's tax basis in a note generally will be equal to the price paid for that note. Net capital gain (i.e. generally, capital gain in excess of capital loss) recognized by a non-corporate U.S. Holder from the sale of a capital asset that has been held for more than 12 months will, for taxable years beginning before January 1, 2009, be subject to tax at a rate not to exceed 15%, and net capital gain from the sale of an asset held for 12 months or less will be subject to tax at ordinary income tax rates. In addition, capital gain recognized by a corporate taxpayer will continue to be subject to tax at the ordinary income tax rates applicable to corporations.

Non-U.S. Holders

        A Non-U.S. Holder generally will not be subject to United States federal income or withholding tax on payments of interest on a note, unless that Non-U.S. Holder is a direct or indirect 10% or greater partner of the Partnership, a controlled foreign corporation related to the Partnership or a bank receiving interest described in Section 881(c)(3)(A) of the Internal Revenue Code, provided that such interest is not effectively connected with the conduct of a trade or business in the United States by the Non-U.S. Holder. To qualify for the exemption from taxation, the last United States payor (as defined in the Treasury Regulations) (or a non-U.S. payor who is a qualified intermediary or withholding foreign partnership) in the chain of payment prior to payment to a Non-U.S. Holder (the "Withholding Agent") must have received, before payment, a statement that (1) is signed by the beneficial owner of the note under penalties of perjury, (2) certifies that such owner is not a U.S. Holder, (3) provides the name, taxpayer identifying number and address of the beneficial owner and (4) if the Non-U.S. Holder is not an individual, provides the entity classification of the beneficial owner and the country under the laws of which the beneficial owner was created. The statement may be made on an IRS Form W-8BEN or a substantially similar form. An IRS form W-8BEN is effective for the year of signature plus the following three calendar years; however, the beneficial owner must inform the Withholding Agent of any change in the information on the statement within 30 days of such change. Notwithstanding the preceding sentence, an IRS Form W-8BEN with a U.S. taxpayer identification number will generally remain effective until a change in circumstances makes any information on such form inaccurate. If a note is held through a securities clearing organization or certain other financial institutions, the

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beneficial owner must provide to such organization or institution an IRS Form W-8BEN and the organization or institution must provide a certificate stating that such organization or institution has been provided with a valid IRS Form W-8BEN to the Withholding Agent.

        In addition, a Non-U.S. Holder will not be subject to United States federal income or withholding tax on any amount which constitutes gain upon retirement or disposition of a note, provided (i) the gain is not effectively connected with the conduct of a trade or business in the United States by the Non-U.S. Holder and (ii) in the case of an individual Non-U.S. Holder, such holder is not present in the United States for 183 days or more in the taxable year. Certain other exceptions may be applicable and a Non-U.S. Holder should consult its tax advisor in this regard.

        To the extent that gain or interest income with respect to a note is not exempt from the United States federal income or withholding tax, a Non-U.S. Holder may be able to reduce or eliminate such tax under an applicable income tax treaty.

        Except to the extent that an applicable income tax treaty otherwise provides, a Non-U.S. Holder whose gain or interest income with respect to a note is effectively connected with the conduct of a trade or business in the United States by such Non-U.S. Holder will not be subject to the United States federal withholding tax if such holder provides an IRS Form W-8ECI to us. Instead, such holder will generally be subject to tax on such gain and interest income at regular income tax rates in the manner similar to the taxation of U.S. Holders. In addition, a corporate Non-U.S. Holder will be subject to a branch profits tax equal to 30% of its "dividend equivalent amount" generally representing the amount after paying the tax on such gain or interest income discussed in the preceding sentence.

        The note will not be includable in the estate of a Non-U.S. Holder unless interest on the note is not exempt from United States federal income or withholding tax under the rules set forth above (other than by reason of an exemption under an applicable tax treaty) or, at the time of such individual's death, payments in respect of the note would have been effectively connected with the conduct by such individual of a trade or business in the United States.

Backup Withholding

        Backup withholding of United States federal income tax may apply to payments made in respect of a note to registered owners who are not "exempt recipients" and who fail to provide certain identifying information (such as the registered owner's taxpayer identification number) on an IRS Form W-8BEN, in the case of a Non-U.S. Holder, or an IRS Form W-9, in the case of a U.S. Holder. Compliance with the identification procedures described in the preceding section would establish an exemption from backup withholding for Non-U.S. Holders.

        In addition, upon the sale of a note to (or through) a broker, the broker must withhold the appropriate percentage of the entire purchase price, unless the seller provides, in the required manner, certain identifying information and, in the case of a Non-U.S. Holder, certifies that such seller is a Non-U.S. Holder (and certain other conditions are met). Such a sale may also be reported by the broker to the IRS, unless the seller certifies its Non-U.S. Holder status (and certain conditions are met). Certification of the registered owner's Non-U.S. Holder status would be made normally on an IRS Form W-8BEN under penalties of perjury, although in certain cases it may be possible to submit other documentary evidence.

        Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a beneficial owner would be allowed as a refund or a credit against such beneficial owner's United States federal income tax liability provided the required information is furnished to the IRS.

42



STATE AND LOCAL TAX CONSIDERATIONS

        In addition to the United States federal income tax consequences described in "Federal Income Tax Consequences," you should consider the state and local income tax consequences of the acquisition, ownership and disposition of the notes. State and local income tax law may differ substantially from the corresponding federal law, and this discussion does not purport to describe any aspect of the income tax laws of any state or locality. Therefore, you should consult your own tax advisors with respect to the various state and local tax consequences of an investment in the notes.


PLAN OF DISTRIBUTION

        Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale, offer to resell or other transfers of its exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with the resale of exchange notes received in exchange for unregistered notes where the unregistered notes were acquired as a result of market-making activities or other trading activities. We have agreed that for a period of up to 180 days after the expiration date, we will make this prospectus, as amended or supplemented, available to any broker-dealer that requests such document in the letter of transmittal for use in connection with any resale.

        We will not receive any proceeds from any sale of exchange notes by broker-dealers or any other persons. Exchange notes received by broker-dealers for their own account pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer and/or the purchasers of any exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of exchange notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any such resale of exchange notes and any commissions or concessions received by any persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker- dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        We have agreed to pay all expenses incident to our performance of, or compliance with, the registration rights agreement and will indemnify the holders of unregistered notes, including any broker-dealers, and specific parties related to such holders, against specific liabilities, including liabilities under the Securities Act.


EXPERTS

        Ernst & Young LLP, independent registered public accounting firm, have audited our consolidated financial statements (Simon Property Group, L.P.) at December 31, 2003 and 2002 and for each of the two years then ended and the related financial statement schedule at December 31, 2003 included in our Annual Report on Form 10-K for the year ended December 31, 2003, as reissued, as set forth in their reports, which are incorporated by reference in this prospectus and elsewhere in this registration statement. Ernst & Young LLP have also audited the consolidated financial statements of Simon Property Group, Inc. at December 31, 2003 and 2002 and for each of the two years then ended and the related financial statement schedule at December 31, 2003 incorporated by reference in its Annual Report on Form 10-K for the year ended December 31, 2003, as reissued, as set forth in their reports,

43


which are incorporated by reference in this prospectus and elsewhere in this registration statement. These financial statements and schedules are incorporated by reference in reliance on Ernst & Young LLP's reports, given on their authority as experts in accounting and auditing.

        The remaining audited financial statements incorporated by reference in this prospectus and elsewhere in the registration statement have been audited by Arthur Andersen LLP, independent auditors, as indicated in their reports with respect thereto and are incorporated by reference herein in reliance upon the authority of said firm as experts in giving said reports. Arthur Andersen LLP has informed us that it will no longer be able to issue written consents to the inclusion of its reports in our registration statements and has not consented to the incorporation by reference of its reports on our financial statements and Simon Property's financial statements for the year ended December 31, 2001 in this prospectus and elsewhere in the registration statement. Rule 437a of the Securities Act permits us to include these reports on the financial statements incorporated by reference in this prospectus and elsewhere in the registration statement without the consent of Arthur Andersen LLP. Because Arthur Andersen LLP has not consented to the incorporation by reference of its reports in this prospectus and elsewhere in the registration statement, your ability to recover for claims against Arthur Andersen LLP will be limited. In particular, you may not be able to recover against Arthur Andersen LLP under Section 11 of the Securities Act for any untrue statements of material fact contained in the financial statements audited by Arthur Andersen LLP or any omission to state a material fact required to be stated therein.


LEGAL MATTERS

        The validity of the exchange notes offered in this prospectus and specified legal matters in connection with this offering will be passed upon for us by Baker & Daniels, Indianapolis, Indiana. The description of United States federal income tax consequences under the heading "Federal Income Tax Consequences" is based upon the opinion of Baker & Daniels.

44


PART II


Information Not Required in Prospectus

Item 20.    Indemnification of Directors and Officers.

        The Registrant's general partner's officers and directors are indemnified under Delaware law, the Registrant's Partnership Agreement and the Charter of the general partner against certain liabilities. The Partnership Agreement provides for indemnification of the general partner and its officers and directors to the same extent indemnification is provided to officers and directors of Simon Property Group, Inc. ("Simon Property") in its Charter, and limits the liability of such general partner and its officers and directors to the Registrant and its partners to the same extent liability of officers and directors of Simon Property to Simon Property and its stockholders is limited under Simon Property's Charter. In addition, Simon Property's officers and directors are indemnified under Delaware law and Simon Property's Charter.

        The Delaware General Corporation Law (the "DGCL") generally permits a corporation to indemnify its directors and officers, among others, against expenses, judgments, fines and amounts paid in settlement actually or reasonably incurred by them in the defense or settlement of third-party actions or action by or in right of a corporation, and for judgments in third party actions, provided there is a determination by directors who were not parties to the action, or if directed by such directors, by independent legal counsel or by majority vote of a quorum of stockholders, that the person seeking indemnification acted in good faith and in a manner reasonably believed to be in, or not opposed to, the interests of the corporation, and in a criminal proceeding, that the person had no reason to believe his or her conduct to be unlawful. Without court approval, however, no indemnification may be made in respect of any action by or in right of the corporation in which such person is adjudged liable. The DGCL states that the indemnification provided by statute shall not be deemed exclusive of any rights under any by-law, agreement, vote of stockholders or interested directors or otherwise. In addition, the liability of officers may not be eliminated or limited under Delaware law.

        Simon Property's Charter contains a provision limiting the liability of directors and officers to Simon Property and its stockholders to the fullest extent permitted under and in accordance with the laws of the State of Delaware. Simon Property's Charter provides that the directors will not be personally liable to the corporation or to its stockholders for monetary damages for breach of fiduciary duty as a director; provided, however, that such provision will not eliminate or limit the liability of a director for (1) any breach of the director's duty of loyalty to the corporation and its stockholders; (2) acts or omissions not in good faith; (3) any transaction from which the director derived an improper personal benefit; or (4) any matter in respect of which such director would be liable under Section 174 of the DGCL. The personal liability of a director for violation of the federal securities laws is not limited or otherwise affected. In addition, these provisions do not affect the ability of stockholders to obtain injunctive or other equitable relief from the courts with respect to a transaction involving gross negligence on the part of a director. No amendment of Simon Property's Charter shall limit or eliminate the right to indemnification provided with respect to acts or omissions occurring prior to such amendment or repeal. Simon Property's By-Laws contain provisions which implement the indemnification provisions of Simon Property's Charter.

        Simon Property has entered into indemnification agreements with each of Simon Property's directors and officers. The indemnification agreements require, among other things, that Simon Property indemnify its directors and officers to the fullest extent permitted by law, and advance to the directors and officers all related expenses, subject to reimbursement if it is subsequently determined that indemnification is not permitted. Simon Property also must indemnify and advance all expenses incurred by directors and officers seeking to enforce their rights under the indemnification agreements, and cover each director and officer if Simon Property obtains directors' and officers' liability insurance.

II-1


        In addition, Simon Property has a directors' and officers' liability and company reimbursement policy that insures against certain liabilities, including liabilities under the Securities Act, subject to applicable retentions.

Item 21.    Exhibits

        The list of exhibits is incorporated by reference to the Index to Exhibits on page E-1.

Item 22.    Undertakings.

        Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

        The undersigned Registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of this Registration Statement through the date of responding to the request.

        The undersigned Registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in this Registration Statement when it became effective.

II-2


SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Indianapolis, State of Indiana, on October 7, 2004.

    SIMON PROPERTY GROUP, L.P.
    By:   SIMON PROPERTY GROUP, INC.,
General Partner

 
 
By:
 
/s/  DAVID SIMON      
David Simon,
 Chief Executive Officer


POWER OF ATTORNEY

        Each person whose signature appears below hereby authorizes David Simon, Stephen E. Sterrett, James M. Barkley and John Dahl, or any of them, each with full power of substitution, to execute in the name and on behalf of such person any amendment to this Registration Statement, including post-effective amendments, and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933 and to file the same, with exhibits thereto, and other documents in connection therewith, making such changes in this Registration Statement as the Registrant deems appropriate, and appoints David Simon, Stephen E. Sterrett, James M. Barkley and John Dahl, or any of them, each with full power of substitution, attorney-in-fact to sign any amendment to this Registration Statement, including post-effective amendments, and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933 and to file the same, with exhibits thereto, and other documents in connection therewith.

        Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities indicated and on October 7, 2004.

Signature
   Title

 
 
 
/s/  DAVID SIMON      
David Simon		   Chief Executive Officer and Director
(Principal Executive Officer)

/s/  HERBERT SIMON      
Herbert Simon
 
Co-Chairman of the Board of Directors

/s/  MELVIN SIMON      
Melvin Simon
 
Co-Chairman of the Board of Directors

/s/  RICHARD S. SOKOLOV      
Richard S. Sokolov
 
President, Chief Operating Officer and Director
     

S-1


/s/  BIRCH BAYH      
Birch Bayh
 
Director

    
Melvyn E. Bergstein
 
Director

/s/  LINDA WALKER BYNOE      
Linda Walker Bynoe
 
Director

    
Karen N. Horn
 
Director

/s/  G. WILLIAM MILLER      
G. William Miller
 
Director

/s/  FREDRICK W. PETRI      
Fredrick W. Petri
 
Director

/s/  J. ALBERT SMITH, JR.      
J. Albert Smith, Jr.
 
Director

    
Pieter S. van den Berg
 
Director

/s/  M. DENISE DEBARTOLO YORK      
M. Denise DeBartolo York
 
Director

/s/  STEPHEN E. STERRETT      
Stephen E. Sterrett
 
Executive Vice President and Chief Financial Officer (Principal Financial Officer)

/s/  JOHN DAHL      
John Dahl
 
Senior Vice President
(Principal Accounting Officer)

S-2


EXHIBIT INDEX

Exhibit
Number
   Description

1.1
 
Purchase Agreement, dated as of August 4, 2004 by and among the Registrant and the Initial Purchasers.

4.1
 
Indenture, dated as of November 26, 1996, by and among the Registrant and The Chase Manhattan Bank, as trustee, and other persons (incorporated by reference to the form of this document filed as Exhibit 4.1 to the Registration Statement on Form S-3 filed on October 21, 1996 (Reg. No. 333-11491)).

4.2
 
Supplemental Indenture, dated as of August 11, 2004, by and between the Registrant and JPMorgan Chase Bank, as trustee, relating to the 2010 Notes and the 2014 Notes.

4.3
 
Registration Rights Agreement, dated as of August 11, 2004, by and among the Registrant and the Initial Purchasers.

5.1*
 
Opinion of Baker & Daniels regarding validity of the exchange notes.

8.1*
 
Opinion of Baker & Daniels regarding tax matters.

12.1
 
Statement regarding computation of ratios.

23.1
 
Consent of Ernst & Young LLP

23.2
 
Consent of Arthur Andersen LLP (omitted pursuant to Rule 437a of the Securities Act).

23.3*
 
Consent of Baker & Daniels (will be included in its opinions to be filed as Exhibits 5.1. and 8.1).

24.1
 
Powers of Attorney (included on signature pages).

99.1*
 
Form of Letter of Transmittal.

99.2*
 
Form of Notice of Guaranteed Delivery.

99.3*
 
Form of Letter to Brokers.

99.4*
 
Form of Letter to Clients.

99.5*
 
Form of Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
*
To be filed by amendment.

E-1



QuickLinks

TABLE OF CONTENTS
WHO WE ARE
AVAILABLE INFORMATION
FORWARD-LOOKING STATEMENTS MAY PROVE INACCURATE
PROSPECTUS SUMMARY
RISK FACTORS
RECENT DEVELOPMENTS
NO CASH PROCEEDS
RATIO OF EARNINGS TO FIXED CHARGES
THE EXCHANGE OFFER
DESCRIPTION OF EXCHANGE NOTES
FEDERAL INCOME TAX CONSEQUENCES
STATE AND LOCAL TAX CONSIDERATIONS
PLAN OF DISTRIBUTION
EXPERTS
LEGAL MATTERS
PART II Information Not Required in Prospectus
SIGNATURES
POWER OF ATTORNEY
EXHIBIT INDEX


                                                                     EXHIBIT 1.1

                                                               EXECUTION VERSION

[CLIFFORD CHANCE LOGO]                                    CLIFFORD CHANCE US LLP


                                   ----------


                               PURCHASE AGREEMENT

                           DATED AS OF AUGUST 4, 2004

                                      AMONG

                           SIMON PROPERTY GROUP, L.P.

                                       AND

                          CITIGROUP GLOBAL MARKETS INC.
                          DEUTSCHE BANK SECURITIES INC.
                           J.P. MORGAN SECURITIES INC.
                         BANC OF AMERICA SECURITIES LLC
                          WACHOVIA CAPITAL MARKETS, LLC


                                   ----------



                                TABLE OF CONTENTS




                                                                                          PAGE
                                                                                        
PURCHASE AGREEMENT..........................................................................1

SECTION 1.   Representations and Warranties.................................................2

      (a)    Representations and Warranties by the Operating Partnership....................2

             (1)    Similar Offerings.......................................................2

             (2)    Offering Memorandum.....................................................3

             (3)    Incorporated Documents..................................................3

             (4)    Independent Accountants.................................................3

             (5)    Financial Statements....................................................3

             (6)    Internal Accounting Controls............................................4

             (7)    No Material Adverse Change in Business..................................4

             (8)    Good Standing of the Company............................................4

             (9)    Good Standing of the Operating Partnership..............................4

             (10)   Good Standing of Simon Entities.........................................5

             (11)   Good Standing of Property Partnerships..................................5

             (12)   Insolvency..............................................................5

             (13)   Capitalization..........................................................6

             (14)   Authorization of Purchase Agreement.....................................6

             (15)   Authorization of the Registration Rights Agreement......................6

             (16)   Authorization of the Indenture..........................................7

             (17)   Authorization of Notes..................................................7

             (18)   Descriptions of the Notes and the Indenture.............................7

             (19)   Absence of Defaults and Conflicts.......................................7

             (20)   Absence of Labor Dispute................................................8

             (21)   ERISA Compliance........................................................8

             (22)   Absence of Proceedings..................................................9

             (23)   REIT Qualification......................................................9

             (24)   Investment Company Act..................................................9

             (25)   Intellectual Property...................................................9

             (26)   Absence of Further Requirements.........................................9

             (27)   Possession of Licenses and Permits......................................9

             (28)   Title to Property......................................................10

             (29)   Environmental Laws.....................................................10

             (30)   Insurance..............................................................11

             (31)   Tax Returns............................................................11



                                        i


                                TABLE OF CONTENTS




                                                                                          PAGE
                                                                                        
             (32)   Environmental Consultants..............................................11

             (33)   Property Information...................................................11

             (34)   Rule 144A Eligibility..................................................11

             (35)   No General Solicitation................................................11

             (36)   No Registration Required...............................................12

             (37)   Reporting Company......................................................12

             (38)   No Directed Selling Efforts............................................12

             (39)   Investment Grade Rating................................................12

             (40)   Statistical Data and Forward-Looking Statements........................12

             (41)   Relationship with Interested Persons...................................12

      (b)    Officers' Certificates........................................................12

SECTION 2.   Sale and Delivery to the Initial Purchasers; Closing..........................12

      (a)    Notes.........................................................................12

      (b)    Payment.......................................................................13

      (c)    Qualified Institutional Buyer.................................................13

      (d)    Denominations; Registration...................................................13

SECTION 3.   Covenants of the Operating Partnership........................................13

      (a)    Offering Memorandum...........................................................13

      (b)    Notice and Effect of Material Events..........................................13

      (c)    Amendment to Offering Memorandum and Supplements..............................14

      (d)    Blue Sky Qualifications.......................................................14

      (e)    Stop Order by State Securities Commission.....................................14

      (f)    Earnings Statement............................................................14

      (g)    Reporting Requirements........................................................15

      (h)    REIT Qualification............................................................15

      (i)    Use of Proceeds...............................................................15

      (j)    Exchange Act Filings..........................................................15

      (k)    Supplemental Indentures.......................................................15

      (l)    Ratings.......................................................................15

      (m)    DTC...........................................................................15

      (n)    Registration Rights Agreement.................................................15

SECTION 4.   Payment of Expenses...........................................................15

      (a)    Expenses......................................................................15

      (b)    Termination of Agreement......................................................16



                                       ii


                                TABLE OF CONTENTS




                                                                                          PAGE
                                                                                        
SECTION 5.   Conditions of Initial Purchaser's Obligations.................................16

      (a)    Execution of Registration Rights Agreement....................................16

      (b)    Opinions of Counsel for Operating Partnership.................................16

      (c)    Opinion of Counsel for Initial Purchasers.....................................16

      (d)    Officers' Certificate.........................................................16

      (e)    Accountant's Comfort Letter...................................................17

      (f)    Bring-down Comfort Letter.....................................................17

      (g)    Maintenance of Rating.........................................................17

      (h)    Additional Documents..........................................................17

      (i)    Termination of this Agreement.................................................17

SECTION 6.   Subsequent Offers and Resales of the Notes....................................18

      (a)    Offer and Sale Procedures.....................................................18

      (b)    Covenants of the Operating Partnership........................................19

      (c)    Resale Pursuant to Rule 903 of Regulation S or Rule 144A......................19

      (d)    Representations and Warranties of Initial Purchasers..........................20

SECTION 7.   Indemnification...............................................................20

      (a)    Indemnification of Initial Purchasers.........................................20

      (b)    Indemnification of Operating Partnership, Company and Company's Directors
             and Officers..................................................................21

      (c)    Actions Against Parties; Notification.........................................21

      (d)    Settlement Without Consent If Failure to Reimburse............................21

SECTION 8.   Contribution..................................................................22

SECTION 9.   Representations, Warranties and Agreements to Survive Delivery................23

SECTION 10.  Termination...................................................................23

      (a)    Termination; General..........................................................23

      (b)    Liabilities...................................................................23

SECTION 11.  Default by One of the Initial Purchasers......................................23

SECTION 12.  Notices.......................................................................24

SECTION 13.  Parties.......................................................................24

SECTION 14.  GOVERNING LAW AND TIME........................................................24

SECTION 15.  Effect of Headings............................................................25



                                       iii


                           SIMON PROPERTY GROUP, L.P.
                        (a Delaware limited partnership)

                       $400,000,000 4.875% Notes due 2010

                       $500,000,000 5.625% Notes due 2014

                               PURCHASE AGREEMENT

                                                                  August 4, 2004

Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
J.P. Morgan Securities Inc.
Banc of America Securities LLC
Wachovia Capital Markets, LLC
  as Initial Purchasers

c/o Citigroup Global Markets Inc.
388 Greenwich Street
New York, NY 10013

Ladies and Gentlemen:

     Simon Property Group, L.P., a Delaware limited partnership (the "Operating
Partnership"), confirms its agreement with each of the Initial Purchasers named
in SCHEDULE 1 hereto (collectively, the "Initial Purchasers," which term shall
also include any initial purchaser substituted as hereinafter provided in
Section 11 hereof), with respect to the issue and sale by the Operating
Partnership and the purchase by the Initial Purchasers, acting severally and not
jointly, of the respective principal amounts set forth in said SCHEDULE 1 of
$400,000,000 aggregate principal amount of its 4.875% senior unsecured notes due
2010 (the "2010 Notes") and $500,000,000 aggregate principal amount of its
5.625% senior unsecured notes due 2014 (the "2014 Notes" and, together with the
2010 Notes, the "Notes").

     The Notes shall be issued under an indenture, dated as of November 26, 1996
(the "Original Indenture"), between the Operating Partnership and JPMorgan Chase
Bank (formerly known as The Chase Manhattan Bank), as trustee (the "Trustee").
The title, aggregate principal amount, rank, interest rate or formula and timing
of payments thereof, stated maturity date, redemption and/or repayment
provisions, sinking fund requirements and any other variable terms of the Notes
shall be established by or pursuant to a fourteenth supplemental indenture to
the Original Indenture (as so supplemented, and as the same may be amended or
further supplemented from time to time, the "Indenture") to be entered into
between the Operating Partnership and the Trustee on or prior to the Closing
Time (as defined in Section 2(b)). Notes issued in book-entry form shall be
issued to Cede & Co. as nominee of The Depository Trust Company ("DTC") pursuant
to a letter agreement, to be dated as of the Closing Time (the "DTC Agreement"),
among the Operating Partnership, the Trustee and DTC.

     The Operating Partnership understands that the Initial Purchasers propose
to make an offering of the Notes on the terms and in the manner set forth herein
and agrees that the Initial Purchasers may resell,



subject to the conditions set forth herein, all or a portion of the Notes to
purchasers ("Subsequent Purchasers") at any time after the date of this
Agreement. The Notes are to be offered and sold through the Initial Purchasers
without being registered under the Securities Act of 1933, as amended (the "1933
Act"), in reliance upon exemptions therefrom. Pursuant to the terms of the Notes
and the Indenture, investors that acquire Notes may only resell or otherwise
transfer such Notes if such Notes are hereafter registered under the 1933 Act or
if an exemption from the registration requirements of the 1933 Act is available
(including the exemption afforded by Rule 144A ("Rule 144A") or Regulation S
("Regulation S") of the rules and regulations promulgated under the 1933 Act by
the Securities and Exchange Commission (the "Commission")).

     The Operating Partnership has prepared and delivered to each Initial
Purchaser copies of an Offering Memorandum dated August 4, 2004 (the "Offering
Memorandum") for use by such Initial Purchaser in connection with its
solicitation of purchases of, or offering of, the Notes. "Offering Memorandum"
means, with respect to any date or time referred to in this Agreement, the most
recent offering memorandum, as may be amended or supplemented, including
exhibits thereto and any documents incorporated therein by reference, which has
been prepared and delivered by the Operating Partnership to the Initial
Purchasers in connection with their solicitation of purchases of, or offering
of, the Notes. Capitalized terms used but not otherwise defined shall have the
meanings given to those terms in the Offering Memorandum.

     The Initial Purchasers and their direct and indirect transferees shall be
entitled to the benefits of a Registration Rights Agreement, to be dated as of
the Closing Time and to be substantially in the form attached hereto as EXHIBIT
A (the "Registration Rights Agreement").

     All references in this Agreement to financial statements and schedules and
other information which is "contained," "included" or "stated" in the Offering
Memorandum (or other references of like import) shall be deemed to mean and
include all such financial statements and schedules and other information which
are incorporated by reference in the Offering Memorandum, and all references in
this Agreement to amendments or supplements to the Offering Memorandum shall be
deemed to mean and include the filing of any document under the Securities
Exchange Act of 1934, as amended (the "1934 Act"), which is incorporated by
reference in the Offering Memorandum.

     The term "subsidiary" means a corporation, partnership or other entity, a
majority of the outstanding voting stock, partnership interests or other equity
interests, as the case may be, of which is owned or controlled, directly or
indirectly, by the Operating Partnership and/or Simon Property Group, Inc., a
Delaware corporation and the general partner of the Operating Partnership (the
"Company") or by one or more other subsidiaries of the Operating Partnership
and/or the Company.

     SECTION 1.   REPRESENTATIONS AND WARRANTIES.

     (a)   REPRESENTATIONS AND WARRANTIES BY THE OPERATING PARTNERSHIP. The
Operating Partnership represents and warrants to each Initial Purchaser, as of
the date hereof and as of the Closing Time (as defined below) (in each case, a
"Representation Date"), and agrees with each Initial Purchaser, as follows:

           (1)    SIMILAR OFFERINGS. None of the Company, the Operating
     Partnership, nor any of their affiliates, as such term is defined in Rule
     501(b) under the 1933 Act (each, an "Affiliate"), has, directly or
     indirectly, solicited any offer to buy, sold or offered to sell or
     otherwise negotiated in respect of, or shall solicit any offer to buy or
     offer to sell or otherwise negotiate in respect of, in the United States or
     to any United States citizen or resident, any security which is or

                                        2


     would be integrated with the sale of the Notes in a manner that would
     require the Notes to be registered under the 1933 Act.

           (2)    OFFERING MEMORANDUM. The Offering Memorandum does not, and at
     the Closing Time shall not, include an untrue statement of a material fact
     or omit to state a material fact necessary in order to make the statements
     therein, in the light of the circumstances under which they were made, not
     misleading; PROVIDED, that this representation, warranty and agreement
     shall not apply to statements in or omissions from the Offering Memorandum
     made in reliance upon and in conformity with information furnished to the
     Operating Partnership in writing by any Initial Purchaser expressly for use
     in the Offering Memorandum.

           (3)    INCORPORATED DOCUMENTS. The Offering Memorandum shall
     incorporate by reference the most recent Annual Report of the Company and
     the Operating Partnership on Form 10-K filed with the Commission and each
     Quarterly Report of the Company and the Operating Partnership on Form 10-Q
     and each Current Report of the Company and the Operating Partnership on
     Form 8-K filed with the Commission since the filing of the end of the
     fiscal year to which such Annual Report relates. The documents incorporated
     or deemed to be incorporated by reference in the Offering Memorandum at the
     time they were or hereafter are filed with the Commission, complied and
     shall comply in all material respects with the requirements of the 1934 Act
     and the rules and regulations of the Commission thereunder (the "1934 Act
     Regulations") and, when read together with the other information in the
     Offering Memorandum, at the time the Offering Memorandum was issued and at
     the Closing Time, did not and shall not include an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein, in the light of the
     circumstances under which they were made, not misleading.

           (4)    INDEPENDENT ACCOUNTANTS. The accountants who certified the
     financial statements and supporting schedules included, or incorporated by
     reference, in the Offering Memorandum were independent public accountants
     with respect to the Operating Partnership and its subsidiaries and the
     current accountants of the Operating Partnership are independent public
     accountants with respect to the Operating Partnership and its subsidiaries,
     in each case, as required by the rules and regulations of the Commission
     under the 1933 Act.

           (5)    FINANCIAL STATEMENTS. The financial statements included, or
     incorporated by reference, in the Offering Memorandum, together with the
     related schedules and notes, as well as those financial statements,
     schedules and notes of any other entity included therein, present fairly
     the financial position of the respective entity or entities or group
     presented therein at the respective dates indicated and the statement of
     operations, stockholders' equity and cash flows of such entity, as the case
     may be, for the periods specified. Such financial statements have been
     prepared in conformity with generally accepted accounting principles
     ("GAAP") applied on a consistent basis throughout the periods involved. The
     supporting schedules, if any, included, or incorporated by reference, in
     the Offering Memorandum present fairly, in accordance with GAAP, the
     information stated therein. The selected financial data, the summary
     financial information and other financial information and data included, or
     incorporated by reference, in the Offering Memorandum present fairly the
     information shown therein and have been compiled on a basis consistent with
     that of the audited financial statements included, or incorporated by
     reference, in the Offering Memorandum. In addition, any pro forma financial
     information and the related notes thereto, if any, included, or
     incorporated by reference, in the Offering Memorandum present fairly the
     information shown therein, have been prepared in accordance with the
     Commission's rules and guidelines and the guidelines of the American
     Institute of Certified Public Accountants ("AICPA") with respect to pro
     forma information and have been properly

                                        3


     compiled on the bases described therein, and the assumptions used in the
     preparation thereof are reasonable and the adjustments used therein are
     appropriate to give effect to the transactions and circumstances referred
     to therein.

           (6)    INTERNAL ACCOUNTING CONTROLS. The Operating Partnership
     maintains a system of internal accounting controls sufficient to provide
     reasonable assurance that: (a) transactions are properly authorized; (b)
     assets are safeguarded against unauthorized or improper use; and (c)
     transactions are properly recorded and reported as necessary to permit
     preparation of its financial statements in conformity with United States
     GAAP.

           (7)    NO MATERIAL ADVERSE CHANGE IN BUSINESS. Since the respective
     dates as of which information is given in the Offering Memorandum, except
     as otherwise stated therein, (a) there has been no material adverse change
     in the condition, financial or otherwise, or in the earnings, assets,
     business affairs or business prospects of the Company, any subsidiary of
     the Company, the Operating Partnership, any subsidiary of the Operating
     Partnership (other than any Property Partnership (as defined below)) (the
     Company, the Operating Partnership and such subsidiaries being sometimes
     hereinafter collectively referred to as the "Simon Entities" and
     individually as a "Simon Entity"), or of any entity which owns any
     Portfolio (as such term is defined in the Offering Memorandum) property or
     any direct interest in any Portfolio property (the "Property Partnerships")
     whether or not arising in the ordinary course of business, which, taken as
     a whole, would be material to the Company, the Operating Partnership and
     the other Simon Entities taken as a whole (anything which, taken as a
     whole, would be material to the Company, the Operating Partnership and the
     other Simon Entities taken as a whole, being hereinafter referred to as
     "Material;" and such a material adverse change, a "Material Adverse
     Effect"), (b) no casualty loss or condemnation or other adverse event with
     respect to the Portfolio properties has occurred which would be Material,
     (c) there have been no transactions or acquisitions entered into by the
     Simon Entities or the Property Partnerships, other than those in the
     ordinary course of business, which would be Material, (d) except for
     distributions in amounts per unit that are consistent with past practices,
     there has been no distribution of any kind declared, paid or made by the
     Operating Partnership on any of its respective general, limited and/or
     preferred partnership interests, and (e) there has been no change in the
     capital stock of the corporate Simon Entities or in the partnership
     interests of the Operating Partnership or any Property Partnership, or any
     increase in the indebtedness of the Simon Entities, the Property
     Partnerships or the Portfolio properties which would be Material.

           (8)    GOOD STANDING OF THE COMPANY. The Company has been duly
     organized and is validly existing as a corporation in good standing under
     the laws of the State of Delaware and has corporate power and authority to
     own, lease and operate its properties and to conduct its business as
     described in the Offering Memorandum. The Company is duly qualified as a
     foreign corporation to transact business and is in good standing in each
     other jurisdiction in which such qualification is required, whether by
     reason of the ownership or leasing of property or the conduct of business,
     except where the failure to so qualify or be in good standing would not
     result in a Material Adverse Effect.

           (9)    GOOD STANDING OF THE OPERATING PARTNERSHIP. The Operating
     Partnership is duly organized and validly existing as a limited partnership
     in good standing under the laws of the State of Delaware, with the
     requisite power and authority to own, lease and operate its properties, to
     conduct the business in which it is engaged and proposes to engage as
     described in the Offering Memorandum and to enter into and perform its
     obligations under this Agreement. The Operating Partnership is duly
     qualified or registered as a foreign partnership and is in good standing in
     each jurisdiction in which such qualification or registration is required,
     whether by

                                        4


     reason of the ownership or leasing of property or the conduct of business,
     except where the failure to so qualify or register would not have a
     Material Adverse Effect. The Company is the sole general partner of the
     Operating Partnership. The amended and restated agreement of limited
     partnership of the Operating Partnership (the "OP Partnership Agreement")
     is in full force and effect in the form in which it was filed as an exhibit
     to the Operating Partnership's Annual Report on Form 10-K for the year
     ended December 31, 2000, except for subsequent amendments relating to the
     admission of new partners to the Operating Partnership.

           (10)   GOOD STANDING OF SIMON ENTITIES. Each of the Simon Entities
     other than the Operating Partnership has been duly organized and is validly
     existing as a corporation, limited partnership, limited liability company
     or other entity, as the case may be, in good standing under the laws of the
     state of its jurisdiction of incorporation or organization, as the case may
     be, with the requisite power and authority to own, lease and operate its
     properties, and to conduct the business in which it is engaged or proposes
     to engage as described in the Offering Memorandum. Each such entity is duly
     qualified or registered as a foreign corporation, limited partnership or
     limited liability company or other entity, as the case may be, to transact
     business and is in good standing in each jurisdiction in which such
     qualification or registration is required, whether by reason of the
     ownership or leasing of property or the conduct of business, except where
     the failure to so qualify or register would not have a Material Adverse
     Effect. Except as otherwise stated in the Offering Memorandum, all of the
     issued and outstanding capital stock or other equity interests of each such
     entity have been duly authorized and validly issued and are fully paid and
     non-assessable, have been offered and sold in compliance with all
     applicable laws (including without limitation, federal or state securities
     laws) and are owned by the Company or the Operating Partnership, directly
     or through subsidiaries, in each case free and clear of any security
     interest, mortgage, pledge, lien, encumbrance, claim or equity
     (collectively, "Liens"). No shares of capital stock or other equity
     interests of such entities are reserved for any purpose, and there are no
     outstanding securities convertible into or exchangeable for any capital
     stock or other equity interests of such entities and no outstanding
     options, rights (preemptive or otherwise) or warrants to purchase or to
     subscribe for shares of such capital stock or any other securities of such
     entities, except as disclosed in the Offering Memorandum. No such shares of
     capital stock or other equity interests of such entities were issued in
     violation of preemptive or other similar rights arising by operation of
     law, under the charter or by-laws of such entity or under any agreement to
     which any Simon Entity is a party.

           (11)   GOOD STANDING OF PROPERTY PARTNERSHIPS. Each of the Property
     Partnerships is duly organized and validly existing as a limited or general
     partnership, as the case may be, in good standing under the laws of its
     respective jurisdiction of formation. Each of the Property Partnerships has
     the requisite power and authority to own, lease and operate its properties,
     and to conduct the business in which it is engaged. Each of the partnership
     agreements of the Property Partnerships is in full force and effect. Each
     of the Property Partnerships is duly qualified or registered as a foreign
     partnership to transact business and is in good standing in each
     jurisdiction in which such qualification or registration is required,
     whether by reason of the ownership or leasing of property or the conduct of
     business, except where the failure to so qualify or register would not have
     a Material Adverse Effect.

           (12)   INSOLVENCY. Neither the Operating Partnership nor the Company
     (a) is "insolvent" as that term is defined in Section 101(32) of the United
     States Bankruptcy Code (the "Bankruptcy Code") (11 U.S.C.101(32)), Section
     2 of the Uniform Fraudulent Transfer Act ("UFTA") or Section 2 of the
     Uniform Fraudulent Conveyance Act ("UFCA"), (b) has "unreasonably small
     capital" as that term is used in Section 548(a)(2)(ii) of the Bankruptcy
     Code or Section 5 of the UFCA, (C) is engaged or about to engage in a
     business or transaction for

                                        5


     which its remaining property is "unreasonably small" in relation to the
     business or transaction as that term is used in Section 4 of the UFTA or
     (d) is unable to pay its debts as they mature or become due, within the
     meaning of Section 548(a)(2)(B)(iii) of the Bankruptcy Code, Section 4 of
     the UFTA and Section 6 of the UFCA. The Operating Partnership and the
     Company now own assets having a value both at "fair valuation" and at
     "present fair saleable value" greater than the amount required to pay its
     "debts" as such terms are used in Section 2 of the UFTA and Section 2 of
     the UFCA. Neither the Operating Partnership nor the Company will be
     rendered insolvent by the execution and delivery of this Agreement or by
     the transactions contemplated hereunder.

           (13)   CAPITALIZATION. The issued and outstanding units of general,
     limited and/or preferred partner interests of the Operating Partnership are
     as set forth in the Company's Current Report on Form 8-K filed on July 29,
     2004 (except for subsequent issuances thereof, if any, contemplated under
     this Agreement or referred to in the Offering Memorandum). Such units of
     partners' equity have been duly authorized and validly issued by the
     Operating Partnership and are fully paid and non-assessable and have been
     offered and sold or exchanged in compliance with all applicable laws
     (including, without limitation, federal and state securities laws), and
     none of such units of partners' equity were issued in violation of
     preemptive or other similar rights arising by operation of law, under the
     certificate of limited partnership and the OP Partnership Agreement of the
     Operating Partnership or under any agreement to which the Operating
     Partnership or any of the other Simon Entities is a party or otherwise.
     There are no units of partners' equity of the Operating Partnership
     reserved for any purpose and there are no outstanding securities
     convertible into or exchangeable for any units of partners' equity of the
     Operating Partnership and, other than this Agreement, there are no
     outstanding options, rights (preemptive or otherwise) or warrants to
     purchase from the Operating Partnership or to subscribe for with the
     Operating Partnership such units of partners' equity or any other
     securities of the Operating Partnership.

           (14)   AUTHORIZATION OF PURCHASE AGREEMENT. This Agreement has been
     duly authorized, executed and delivered by the Operating Partnership and,
     assuming due authorization, execution and delivery by or on behalf of the
     Initial Purchasers, shall constitute a valid and legally binding agreement
     of the Operating Partnership, enforceable against the Operating Partnership
     in accordance with its terms except (a) to the extent that enforceability
     thereof may be limited by (i) bankruptcy, insolvency, reorganization,
     moratorium, fraudulent conveyance or other similar laws now or hereafter in
     effect relating to creditors' rights generally and (ii) general principles
     of equity (regardless of whether considered at law or in equity); and (b)
     to the extent that rights to indemnification and contribution contained in
     this Agreement may be limited by state or federal securities laws or public
     policy.

           (15)   AUTHORIZATION OF THE REGISTRATION RIGHTS AGREEMENT. The
     Registration Rights Agreement has been duly authorized, executed and
     delivered by the Operating Partnership and, assuming the due authorization,
     execution and delivery thereof by or on behalf of the Initial Purchasers,
     shall constitute a valid and legally binding agreement of the Operating
     Partnership, enforceable against the Operating Partnership in accordance
     with its terms except (a) to the extent that enforceability thereof may be
     limited by (i) bankruptcy, insolvency, reorganization, moratorium,
     fraudulent conveyance or other similar laws now or hereafter in effect
     relating to creditors' rights generally and (ii) general principles of
     equity (regardless of whether considered at law or in equity); (b) that
     rights to indemnity and contribution contained in the Registration Rights
     Agreement may be limited by state or federal securities laws or pubic
     policy and (c) that rights to receive the Special Interest Premium (as such
     term is defined therein) contained therein, to the extent it may be
     construed as liquidated damages, may be unenforceable, in whole or in part.

                                        6


           (16)   AUTHORIZATION OF THE INDENTURE. For the Notes being sold
     pursuant to this Agreement, the Indenture has been, or prior to the
     issuance of the Notes thereunder shall have been, duly authorized, executed
     and delivered by the Operating Partnership and, upon such authorization,
     execution and delivery, shall constitute a valid and legally binding
     agreement of the Operating Partnership, enforceable against the Operating
     Partnership, in accordance with its terms, except as the enforcement
     thereof may be limited by (a) bankruptcy, insolvency, reorganization,
     moratorium or other similar laws relating to or affecting creditors' rights
     generally, (b) general equitable principles (regardless of whether
     enforcement is considered in a proceeding in equity or at law), (c)
     requirements that a claim with respect to any Notes issued under the
     Indenture that are payable in a foreign or composite currency (or a foreign
     or composite currency judgment in respect of such claim) be converted into
     U.S. dollars at a rate of exchange prevailing on a date determined pursuant
     to applicable law, or (d) governmental authority to limit, delay or
     prohibit the making of payments outside the United States. The Indenture
     has been duly qualified under the Trust Indenture Act of 1939, as amended,
     (the "1939 Act") and conforms, in all material respects, to the
     descriptions thereof contained in the Offering Memorandum.

           (17)   AUTHORIZATION OF NOTES. The Notes being sold pursuant to this
     Agreement have been, duly authorized by the Operating Partnership for
     issuance and sale pursuant to this Agreement. Such Notes, when issued and
     authenticated in the manner provided for in the applicable Indenture and
     delivered by the Operating Partnership pursuant to this Agreement against
     payment of the consideration therefor specified in this Agreement, shall
     constitute valid and legally binding, unsecured obligations of the
     Operating Partnership, enforceable against the Operating Partnership, in
     accordance with their terms, except as the enforcement thereof may be
     limited by bankruptcy, insolvency, reorganization, moratorium or other
     similar laws relating to or affecting creditors' rights generally or by
     general equitable principles, and except further as enforcement thereof may
     be limited by (a) requirements that a claim with respect to any Notes
     denominated other than in U.S. dollars (or a foreign or composite currency
     judgment in respect of such claim) be converted into U.S. dollars at a rate
     of exchange prevailing on a date determined pursuant to applicable law or
     (b) governmental authority to limit, delay or prohibit the making of
     payments outside the United States. Such Notes shall be in the form
     contemplated by, and each registered holder thereof shall be entitled to
     the benefits of, the applicable Indenture. Such Notes rank and shall rank
     equally with all unsecured indebtedness (other than subordinated
     indebtedness) of the Operating Partnership that is outstanding on a
     Representation Date or that may be incurred thereafter and senior to all
     subordinated indebtedness that is outstanding on a Representation Date or
     that may be incurred thereafter, except that such Notes shall be
     effectively subordinate to the prior claims of each secured mortgage lender
     to any specific Portfolio property which secures such lender's mortgage and
     any claims of creditors of entities wholly or partly owned, directly or
     indirectly, by the Operating Partnership.

           (18)   DESCRIPTIONS OF THE NOTES AND THE INDENTURE. The Notes being
     sold pursuant to this Agreement and the Indenture shall conform in all
     material respects to the statements relating thereto contained in the
     Offering Memorandum and shall be in substantially the respective forms
     previously delivered to the Initial Purchasers.

           (19)   ABSENCE OF DEFAULTS AND CONFLICTS. None of the Simon Entities
     or any Property Partnership is in violation of its charter, by-laws,
     certificate of limited partnership or partnership agreement or other
     organizational document, as the case may be, or in default in the
     performance or observance of any obligation, agreement, covenant or
     condition contained in any contract, indenture, mortgage, deed of trust,
     loan or credit agreement, note, lease or other agreement or instrument to
     which each entity is a party or by which or any of them may be bound, or to
     which any of its property or assets or any Portfolio property may be bound
     or subject (collectively,

                                        7


     "Agreements and Instruments"), except for such violations (other than with
     respect to the charter, by-laws, partnership agreement, or other
     organizational document of such entities) or defaults that would not result
     in a Material Adverse Effect. The execution, delivery and performance of
     this Agreement, the Notes, the Indenture, the Registration Rights Agreement
     and any other agreement or instrument entered into or issued or to be
     entered into or issued by the Operating Partnership in connection with the
     transactions contemplated hereby or thereby or in the Offering Memorandum
     and the consummation of the transactions contemplated herein and in the
     Offering Memorandum (including the issuance and sale of the Notes and the
     use of the proceeds from the sale of the Notes as described under the
     caption "Use of Proceeds") and compliance by the Operating Partnership with
     its obligations hereunder and thereunder have been duly authorized by all
     necessary partnership action, and do not and shall not, whether with or
     without the giving of notice or passage of time or both, conflict with or
     constitute a breach of, or default or Repayment Event (as defined below)
     under, or result in the creation or imposition of any lien, charge or
     encumbrance upon any assets, properties or operations of the Operating
     Partnership or any other Simon Entity or any Property Partnership pursuant
     to, any Agreements and Instruments, except for such conflicts, breaches,
     defaults, Repayment Events or liens, charges or encumbrances that, singly
     or in the aggregate, would not result in a Material Adverse Effect, nor
     shall such action result in any violation of the provisions of the
     partnership agreement and certificate of limited partnership of the
     Operating Partnership or the organizational documents of any other Simon
     Entity or any applicable law, statute, rule, regulation, judgment, order,
     writ or decree of any government, government instrumentality or court,
     domestic or foreign, having jurisdiction over the Operating Partnership,
     any other Simon Entity or any Property Partnership or any of their assets,
     properties or operations, except for such violations that would not have a
     Material Adverse Effect. As used herein, a "Repayment Event" means any
     event or condition which gives the holder of any note, debenture or other
     evidence of indebtedness (or any person acting on such holder's behalf) the
     right to require the repurchase, redemption or repayment of all or a
     material portion of such indebtedness by the Operating Partnership, any
     other Simon Entity or any Property Partnership.

           (20)   ABSENCE OF LABOR DISPUTE. Except as otherwise described in the
     Offering Memorandum, no labor dispute with the employees of the Operating
     Partnership or any other Simon Entity or any Property Partnership exists
     or, to the knowledge of the Operating Partnership, is imminent, and the
     Operating Partnership is not aware of any existing or imminent labor
     disturbance by the employees of any of its or any subsidiary's principal
     suppliers, manufacturers, customers or contractors, which dispute or
     disturbance, in either case, may reasonably be expected to result in a
     Material Adverse Effect.

           (21)   ERISA COMPLIANCE. The Operating Partnership is in compliance
     in all material respects with, as applicable, all presently applicable
     provisions of the Employee Retirement Income Security Act of 1974, as
     amended, including the regulations and published interpretations thereunder
     ("ERISA"); no "reportable event" (as defined in ERISA) has occurred with
     respect to any "pension plan" (as defined in ERISA) for which the Operating
     Partnership would have any liability; the Operating Partnership has not
     incurred or does not expect to incur liability under (a) Title IV of ERISA
     with respect to termination of, or withdrawal from, any "pension plan" or
     (b) Section 412 or 4971 of the Internal Revenue Code of 1986, as amended,
     including the regulations and published interpretations thereunder (the
     "Code"); and each "pension plan" that is maintained or contributed to by
     the Operating Partnership that is intended to be qualified under Section
     401(a) of the Code is so qualified and nothing has occurred, whether by
     action or by failure to act, that would cause the loss of such
     qualification.

                                        8


           (22)   ABSENCE OF PROCEEDINGS. There is no action, suit, proceeding,
     inquiry or investigation before or by any court or governmental agency or
     body, domestic or foreign, now pending, or to the knowledge of the
     Operating Partnership threatened against or affecting the Operating
     Partnership, any other Simon Entity, or any Property Partnership or any
     officer or director of the Operating Partnership which might reasonably be
     expected to result in a Material Adverse Effect, or which might reasonably
     be expected to materially and adversely affect the assets, properties or
     operations thereof or the consummation of this Agreement, the Indenture or
     the Registration Rights Agreement or the transactions contemplated herein
     or therein. The aggregate of all pending legal or governmental proceedings
     to which the Operating Partnership or any other Simon Entity, or any
     Property Partnership is a party or of which any of their respective assets,
     properties or operations is the subject which are not described in the
     Offering Memorandum including ordinary routine litigation incidental to the
     business, could not reasonably be expected to result in a Material Adverse
     Effect.

           (23)   REIT QUALIFICATION. At all times since January 1, 1973, the
     Company (including as Corporate Property Investors, a Massachusetts
     business trust) has been, and upon the sale of the applicable Notes, the
     Company shall continue to be, organized and operated in conformity with the
     requirements for qualification as a real estate investment trust under the
     Code, and its proposed methods of operation shall enable it to continue to
     meet the requirements for taxation as a real estate investment trust under
     the Code.

           (24)   INVESTMENT COMPANY ACT. Each of the Operating Partnership, the
     other Simon Entities and the Property Partnerships is not, and upon the
     issuance and sale of the Notes as herein contemplated and the application
     of the net proceeds therefrom as described in the Offering Memorandum shall
     not be, an "investment company" within the meaning of the Investment
     Company Act of 1940, as amended (the "1940 Act").

           (25)   INTELLECTUAL PROPERTY. To the knowledge of the Operating
     Partnership, none of the Simon Entities or the Property Partnerships is
     required to own, possess or obtain the consent of any holder of any
     trademarks, service marks, trade names or copyrights not now lawfully
     owned, possessed or licensed in order to conduct the business now operated
     by such entity.

           (26)   ABSENCE OF FURTHER REQUIREMENTS. No filing with, or
     authorization, approval, consent, license, order, registration,
     qualification or decree of, any court or governmental authority or agency
     or any other entity or person is necessary or required for the performance
     by the Operating Partnership of its obligations under this Agreement, the
     Indenture or the Registration Rights Agreement or in connection with the
     transactions contemplated under this Agreement, the Indenture or the
     Registration Rights Agreement, except such as have been already obtained
     under the 1933 Act or the 1933 Act Regulations or as may be required under
     state securities laws or under the by-laws and rules of the National
     Association of Securities Dealers, Inc. (the "NASD").

           (27)   POSSESSION OF LICENSES AND PERMITS. The Operating Partnership
     and the other Simon Entities and each Property Partnership possess such
     permits, licenses, approvals, consents and other authorizations
     (collectively, "Governmental Licenses") issued by the appropriate federal,
     state, local or foreign regulatory agencies or bodies necessary to conduct
     the business now operated by them except for such Governmental Licenses the
     failure to obtain would not, singly or in the aggregate, result in a
     Material Adverse Effect. The Operating Partnership and the other Simon
     Entities and each Property Partnership are in compliance with the terms and
     conditions of all such Governmental Licenses, except where the failure so
     to comply would not, singly or in the aggregate, result in a Material
     Adverse Effect. All of the Governmental Licenses

                                        9


     are valid and in full force and effect, except where the invalidity of such
     Governmental Licenses or the failure of such Governmental Licenses to be in
     full force and effect would not result in a Material Adverse Effect. None
     of the Operating Partnership, any of the other Simon Entities or any
     Property Partnership has received any notice of proceedings relating to the
     revocation or modification of any such Governmental Licenses which, singly
     or in the aggregate, if the subject of an unfavorable decision, ruling or
     finding, would result in a Material Adverse Effect.

           (28)   TITLE TO PROPERTY. The Operating Partnership, the other Simon
     Entities and the Property Partnerships have good and marketable title to
     the Portfolio properties free and clear of Liens, except (a) as otherwise
     stated in the Offering Memorandum, or referred to in any title policy for
     such Portfolio property, or (b) those which do not, singly or in the
     aggregate, Materially (i) affect the value of such property or (ii)
     interfere with the use made and proposed to be made of such property by the
     Operating Partnership, any other Simon Entity or any Property Partnership.
     All leases and subleases under which the Operating Partnership, any other
     Simon Entity or any Property Partnerships hold properties are in full force
     and effect, except for such which would not have a Material Adverse Effect.
     None of the Operating Partnership, the other Simon Entities or the Property
     Partnerships has received any notice of any Material claim of any sort that
     has been asserted by anyone adverse to the rights of the Operating
     Partnership, any other Simon Entity or the Property Partnerships under any
     material leases or subleases, or affecting or questioning the rights of the
     Operating Partnership, such other Simon Entity or the Property Partnerships
     of the continued possession of the leased or subleased premises under any
     such lease or sublease, other than claims that would not have a Material
     Adverse Effect. All liens, charges, encumbrances, claims or restrictions on
     or affecting any of the Portfolio properties and the assets of any Simon
     Entity or any Property Partnership which are required to be disclosed in
     the Offering Memorandum are disclosed therein. None of the Simon Entities,
     the Property Partnerships or any tenant of any of the Portfolio properties
     is in default under any of the ground leases (as lessee) or space leases
     (as lessor or lessee, as the case may be) relating to, or any of the
     mortgages or other security documents or other agreements encumbering or
     otherwise recorded against, the Portfolio properties, and the Operating
     Partnership knows of no event which, but for the passage of time or the
     giving of notice, or both, would constitute a default under any of such
     documents or agreements, in each case, other than such defaults that would
     not have a Material Adverse Effect. No tenant under any of the leases,
     pursuant to which the Operating Partnership or any Property Partnership, as
     lessor, leases its Portfolio property, has an option or right of first
     refusal to purchase the premises demised under such lease, the exercise of
     which would have a Material Adverse Effect. Each of the Portfolio
     properties complies with all applicable codes, laws and regulations
     (including, without limitation, building and zoning codes, laws and
     regulations and laws relating to access to the Portfolio properties),
     except for such failures to comply that would not in the aggregate have a
     Material Adverse Effect. The Operating Partnership has no knowledge of any
     pending or threatened condemnation proceeding, zoning change, or other
     proceeding or action that will in any manner affect the size of, use of,
     improvements on, construction on or access to, the Portfolio properties,
     except such proceedings or actions that would not have a Material Adverse
     Effect.

           (29)   ENVIRONMENTAL LAWS. Except as otherwise stated in the Offering
     Memorandum and except such violations as would not, singly or in the
     aggregate, result in a Material Adverse Effect, (a) none of the Operating
     Partnership, the other Simon Entities or any Property Partnership is in
     violation of any federal, state, local or foreign statute, law, rule,
     regulation, ordinance, code, policy or rule of common law and any judicial
     or administrative interpretation thereof including any judicial or
     administrative order, consent, decree of judgment, relating to pollution or
     protection of human health, the environment (including, without limitation,
     ambient air, surface water, groundwater, land surface or subsurface strata)
     including, without limitation,

                                       10


     laws and regulations relating to the release or threatened release of
     chemicals, pollutants, contaminants, wastes, toxic substances, hazardous
     substances, petroleum or petroleum products (collectively, "Hazardous
     Materials") or to the manufacture, processing, distribution, use,
     treatment, storage, disposal, transport or handling of Hazardous Materials
     (collectively, "Environmental Laws"), (b) the Operating Partnership, the
     other Simon Entities and the Property Partnerships have all permits,
     authorizations and approvals required under any applicable Environmental
     Laws and are each in compliance with their requirements, (c) there are no
     pending or threatened administrative, regulatory or judicial actions,
     suits, demands, demand letters, claims, liens, notices of noncompliance or
     violation, investigation or proceedings relating to any Environmental Law
     against the Operating Partnership, any of the other Simon Entities or the
     Property Partnerships and (D) there are no events or circumstances that
     might reasonably be expected to form the basis of an order for clean-up or
     remediation, or an action, suit or proceeding by any private party or
     governmental body or agency, against or affecting the Operating
     Partnership, any of the other Simon Entities or any Property Partnership
     relating to any Hazardous Materials or the violation of any Environmental
     Laws.

           (30)   INSURANCE. Each of the Operating Partnership, the Company and
     the Property Partnerships maintains insurance covering its properties,
     assets, operations, personnel and businesses, and such insurance is of such
     type and in such amounts in accordance with customary industry practice to
     protect it and its business.

           (31)   TAX RETURNS. Each of the Simon Entities and the Property
     Partnerships has filed all federal, state, local and foreign income tax
     returns which have been required to be filed (except in any case in which
     an extension has been granted or the failure to so file would not have a
     Material Adverse Effect) and has paid all taxes required to be paid and any
     other assessment, fine or penalty levied against it, to the extent that any
     of the foregoing is due and payable, except, in all cases, for any such
     tax, assessment, fine or penalty that is being contested in good faith.

           (32)   ENVIRONMENTAL CONSULTANTS. None of the environmental
     consultants which prepared environmental and asbestos inspection reports
     with respect to certain of the Portfolio properties was employed for such
     purpose on a contingent basis or has any substantial interest in any Simon
     Entity or any Property Partnership and none of them nor any of their
     directors, officers or employees is connected with any Simon Entity or any
     Property Partnership as a promoter, selling agent, voting trustee,
     director, officer or employee.

           (33)   PROPERTY  INFORMATION.  Information  in  respect of the
     Portfolio properties presented in the Offering Memorandum is true and
     accurate in all Material respects as of the date of the Offering
     Memorandum.

           (34)   RULE 144A ELIGIBILITY. The Notes are eligible for resale
     pursuant to Rule 144A and shall not be, at the Closing Time, of the same
     class as any securities listed on a national securities exchange registered
     under Section 6 of the 1934 Act, or quoted in a U.S. automated interdealer
     quotation system.

           (35)   NO GENERAL SOLICITATION. None of the Operating Partnership,
     its Affiliates or any person acting on any of their behalf (other than the
     Initial Purchasers, as to whom the Operating Partnership makes no
     representation) has engaged or shall engage, in connection with the
     offering of the Notes, in any form of general solicitation or general
     advertising within the meaning of Rule 502(c) under the 1933 Act.

                                       11


           (36)   NO REGISTRATION REQUIRED. Subject to compliance by the Initial
     Purchasers with the representations and warranties set forth in Section 2
     and the procedures set forth in Section 6 hereof, it is not necessary in
     connection with the offer, sale and delivery of the Notes to the Initial
     Purchasers and to each Subsequent Purchaser in the manner contemplated by
     this Agreement and the Offering Memorandum to register the Notes under the
     1933 Act or to qualify the Indenture under the 1939 Act.

           (37)   REPORTING  COMPANY.  The  Operating  Partnership  is subject
     to the reporting requirements of Section 13 or Section 15(d) of the 1934
     Act.

           (38)   NO DIRECTED SELLING EFFORTS. With respect to those Notes sold
     in reliance on Regulation S, (a) none of the Operating Partnership, its
     Affiliates or any person acting on any of their behalf (other than the
     Initial Purchasers, as to whom the Operating Partnership makes no
     representation) has engaged or shall engage in any directed selling efforts
     within the meaning of Regulation S and (b) each of the Operating
     Partnership and its Affiliates and any person acting on any of their behalf
     (other than the Initial Purchasers, as to whom the Operating Partnership
     makes no representation) has complied and shall comply with the offering
     restrictions requirement of Regulation S.

           (39)   INVESTMENT GRADE RATING. The Notes shall have an investment
     grade rating from one or more nationally recognized statistical rating
     organizations at each applicable Representation Date.

           (40)   STATISTICAL DATA AND FORWARD-LOOKING STATEMENTS. The
     statistical and market-related data and forward-looking statements (within
     the meaning of Section 27A of the Act and Section 21E of the 1934 Act)
     included in the Offering Memorandum are based on or derived from sources
     that the Operating Partnership believes to be reliable and accurate in all
     material respects and represent its good faith estimates that are made on
     the basis of data derived from such sources.

           (41)   RELATIONSHIP WITH INTERESTED PERSONS. No relationship, direct
     or indirect, exists between the Operating Partnership on the one hand, and
     the directors, officers or stockholders of the Company or the customers or
     suppliers of the Operating Partnership on the other hand, which is required
     to be described in the Offering Memorandum which is not so described.

     (b)   OFFICERS' CERTIFICATES. Any certificate signed by any officer of the
Operating Partnership or any authorized representative of the Company delivered
to the Initial Purchasers or to counsel for the Initial Purchasers in connection
with the offering of the Notes shall be deemed a representation and warranty by
such entity or person, as the case may be, to each Initial Purchaser as to the
matters covered thereby on the date of such certificate and, unless subsequently
amended or supplemented, at each Representation Date subsequent thereto.

     SECTION 2.   SALE AND DELIVERY TO THE INITIAL PURCHASERS; CLOSING.

     (a)   NOTES. On the basis of the representations and warranties contained
herein and subject to the terms and conditions herein set forth, the Operating
Partnership agrees to sell to each Initial Purchaser, severally and not jointly,
and each Initial Purchaser, severally and not jointly, agrees to purchase from
the Operating Partnership, at the price set forth in SCHEDULE 2, the aggregate
principal amount of Notes set forth in SCHEDULE 1 opposite the name of such
Initial Purchaser, plus any additional principal amount of Notes which such
Initial Purchaser may become obligated to purchase pursuant to the provisions of
Section 11 hereof.

                                       12


     (b)   PAYMENT. Payment of the purchase price for, and delivery of, the
Notes shall be made at the office of Clifford Chance US LLP, 200 Park Avenue,
New York, New York 10166-0153, or at such other place as shall be agreed upon by
the Initial Purchasers and the Operating Partnership, at 10:00 A.M. (Eastern
time) on the fourth business day after the date hereof (unless postponed in
accordance with the provisions of Section 11), or such other time not later than
ten business days after such date as shall be agreed upon by the Initial
Purchasers and the Operating Partnership (such time and date of payment and
delivery being herein called the "Closing Time").

     Payment shall be made to the Operating Partnership by wire transfer of same
day funds payable to the order of the Operating Partnership, against delivery to
the Initial Purchasers or their designee for the respective accounts of the
Initial Purchasers of the Notes to be purchased by them. Each Initial Purchaser
may (but shall not be obligated to) make payment of the purchase price for the
Notes to be purchased by the other Initial Purchaser whose check has not been
received by the Closing Time, but such payment shall not relieve such Initial
Purchaser from its obligations hereunder.

     The Notes shall be delivered in the form of one or more global certificates
in aggregate denomination equal to the aggregate principal amount of Notes upon
original issuance and registered in the name of Cede & Co., as nominee for The
Depository Trust Company ("DTC").

     (c)   QUALIFIED INSTITUTIONAL BUYER. Each Initial Purchaser severally and
not jointly represents and warrants to, and agrees with, the Operating
Partnership that it is a "qualified institutional buyer" within the meaning of
Rule 144A under the 1933 Act (a "Qualified Institutional Buyer") and an
"accredited investor" within the meaning of Rule 501(a) under the 1933 Act (an
"Accredited Investor").

     (d)   DENOMINATIONS; REGISTRATION. The Notes shall be in such denominations
and registered in such names as the Initial Purchasers may request in writing at
least one full business day prior to the Closing Time. The Notes shall be made
available for examination and packaging by the Initial Purchasers in The City of
New York not later than 10:00 A.M. (Eastern time) on the business day prior to
the Closing Time.

     SECTION 3.   COVENANTS OF THE OPERATING PARTNERSHIP.

     The Operating Partnership covenants with each Initial Purchaser as follows:

     (a)   OFFERING MEMORANDUM. The Operating Partnership, as promptly as
possible, shall furnish to each Initial Purchaser, without charge, such number
of copies of the Offering Memorandum and any amendments and supplements thereto
and documents incorporated by reference therein as such Initial Purchaser may
reasonably request.

     (b)   NOTICE AND EFFECT OF MATERIAL EVENTS. The Operating Partnership shall
immediately notify each Initial Purchaser, and confirm such notice in writing,
of (x) any filing made by the Operating Partnership of information relating to
the offering of the Notes with any securities exchange or any other regulatory
body in the United States or any other jurisdiction, and (y) prior to the
completion of the placement of the Notes by the Initial Purchasers as evidenced
by a notice in writing from the Initial Purchasers to the Operating Partnership,
any material changes in or affecting the condition, financial or otherwise, or
the earnings, business affairs or business prospects of any Simon Entity or
Property Partnership which (i) make any statement in the Offering Memorandum
false or misleading or (ii) are not disclosed in the Offering Memorandum. In
such event or if during such time any event shall occur as a result of which it
is necessary, in the reasonable opinion of any of the Operating Partnership, its
counsel, the Initial Purchasers or counsel for the Initial Purchasers, to amend
or supplement the Offering Memorandum in order that the Offering Memorandum not
include any untrue statement of a material fact

                                       13


or omit to state a material fact necessary in order to make the statements
therein not misleading in the light of the circumstances then existing, the
Operating Partnership shall forthwith amend or supplement the Offering
Memorandum by preparing and furnishing to each Initial Purchaser an amendment or
amendments of, or a supplement or supplements to, the Offering Memorandum (in
form and substance satisfactory in the reasonable opinion of counsel for the
Initial Purchasers) so that, as so amended or supplemented, the Offering
Memorandum shall not include an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances existing at the time it is delivered to a Subsequent
Purchaser, not misleading.

     (c)   AMENDMENT TO OFFERING MEMORANDUM AND SUPPLEMENTS. The Operating
Partnership shall advise each Initial Purchaser promptly of any proposal to
amend or supplement the Offering Memorandum and shall not effect such amendment
or supplement without the consent of the Initial Purchasers. Neither the consent
of the Initial Purchasers, nor the Initial Purchasers' delivery of any such
amendment or supplement, shall constitute a waiver of any of the conditions set
forth in Section 5 hereof.

     (d)   BLUE SKY QUALIFICATIONS. The Operating Partnership shall use its best
efforts, in cooperation with the Initial Purchasers, to qualify the Notes for
offering and sale under the applicable securities laws of such states and other
jurisdictions (domestic or foreign) as the Initial Purchasers may designate and
to maintain such qualifications in effect for a period of not less than one year
from the date of this Agreement; PROVIDED, HOWEVER, that the Operating
Partnership shall not be obligated to file any general consent to service of
process or to qualify or register as a foreign partnership or as a dealer in
securities in any jurisdiction in which it is not so qualified or registered, or
provide any undertaking or make any change in its charter or by-laws that the
Board of Directors of the Company reasonably determines to be contrary to the
best interests of the Operating Partnership and its unitholders or to subject
itself to taxation in respect of doing business in any jurisdiction in which it
is not otherwise so subject. In each jurisdiction in which the Notes have been
so qualified or registered, the Operating Partnership shall file such statements
and reports as may be required by the laws of such jurisdiction to continue such
qualification in effect for a period of not less than one year from the date of
this Agreement.

     (e)   STOP ORDER BY STATE SECURITIES COMMISSION. The Operating Partnership
shall advise the Initial Purchasers promptly and, if requested by any Initial
Purchaser, to confirm such advice in writing, of the issuance by any state
securities commission of any stop order suspending the qualification or
exemption from qualification of any of the Notes for offering or sale in any
jurisdiction, or the initiation of any proceeding for such purpose by any state
securities commission or other regulatory authority. The Operating Partnership
shall use its reasonable best efforts to prevent the issuance of any stop order
or order suspending the qualification or exemption of any of the Notes under any
state securities or Blue Sky laws, and if at any time any state securities
commission or other regulatory authority shall issue an order suspending the
qualification or exemption of any of the Notes under any state securities or
Blue Sky laws, the Operating Partnership shall use its reasonable best efforts
to obtain the withdrawal or lifting of such order at the earliest possible time.

     (f)   EARNINGS STATEMENT. The Operating Partnership shall timely file such
reports pursuant to the 1934 Act as are necessary in order to make generally
available to its security holders as soon as practicable an earnings statement
(in form complying with Rule 158 of the 1933 Act Regulations) for the purposes
of, and to provide the benefits contemplated by, the last paragraph of Section
11(a) of the 1933 Act.

     (g)   REPORTING REQUIREMENTS. The Operating Partnership, during the period
when the Notes are outstanding and are "restricted securities" within the
meaning of Rule 144(a)(3) under the 1933 Act,

                                       14


shall file all documents required to be filed with the Commission pursuant to
the 1934 Act within the time periods required by the 1934 Act and the 1934 Act
Regulations.

     (h)   REIT QUALIFICATION. The Company shall use its best efforts to
continue to meet the requirement to qualify as a "real estate investment trust"
under the Code for the taxable year in which sales of the Notes are to occur and
for its future taxable years.

     (i)   USE OF PROCEEDS. The Operating Partnership shall use the net proceeds
received by it from the sale of the Notes in the manner specified in the
Offering Memorandum under "Use of Proceeds."

     (j)   EXCHANGE ACT FILINGS. During the period from the Closing Time until
one year after the Closing Time, the Operating Partnership shall deliver to the
Initial Purchasers, (i) promptly upon their becoming available, copies of all
current, regular and periodic reports of the Operating Partnership filed with
any securities exchange or with the Commission or any governmental authority
succeeding to any of the Commission's functions, and (ii) such other information
concerning the Operating Partnership as the Initial Purchasers may reasonably
request.

     (k)   SUPPLEMENTAL INDENTURES. In respect of the offering of the Notes, the
Operating Partnership shall execute a supplemental indenture designating the
series of debt securities to be offered and its related terms and provisions in
accordance with the provisions of the Indenture.

     (l)   RATINGS. The Operating Partnership shall take all reasonable action
necessary to enable Standard & Poor's Ratings Services ("S&P"), Moody's
Investors Service, Inc. ("Moody's") or any other nationally recognized
statistical rating organization, as that term is defined by the Commission for
purposes of Rule 436(g)(2) under the 1933 Act, to provide their respective
credit ratings of the Notes.

     (m)   DTC. The Operating Partnership shall cooperate with the Initial
Purchasers and use commercially reasonable efforts to permit the Notes to be
eligible for clearance and settlement through the facilities of DTC.

     (n)   REGISTRATION RIGHTS AGREEMENT. The Operating Partnership shall comply
with all of the terms and conditions of the Registration Rights Agreement.

     SECTION 4.   PAYMENT OF EXPENSES.

     (a)   EXPENSES. The Operating Partnership shall pay all expenses incident
to the performance of its obligations under this Agreement and the Registration
Rights Agreement, including (i) the preparation, printing and delivery to the
Initial Purchasers of this Agreement, the Registration Rights Agreement, any
Agreement between the Initial Purchasers, any Indenture and such other documents
as may be required in connection with the offering, purchase, sale and delivery
of the Notes, (ii) the preparation, issuance and delivery of the Notes, or any
certificates for the Notes to the Initial Purchasers, including any transfer
taxes, any stamp or other duties payable upon the sale, issuance and delivery of
the Notes to the Initial Purchasers and any charges of DTC in connection
herewith, (iii) the fees and disbursements of the Operating Partnership's
counsel, accountants and other advisors or agents (including transfer agents and
registrars), as well as the reasonable fees and disbursements of any Trustee,
and their respective counsel, (iv) the qualification of the Notes under state
securities and real estate syndication laws in accordance with the provisions of
Section 3(d) hereof, including filing fees and the reasonable fees and
disbursements of counsel for the Initial Purchasers in connection therewith and
in connection with the preparation, printing and delivery of a blue sky survey,
(v) the printing and delivery to the Initial Purchasers of copies of the
Offering Memorandum (including financial statements and any schedules or
exhibits and any document incorporated by reference) and any amendments or
supplements thereto,

                                       15


(vi) the fees charged by nationally recognized statistical rating organizations
for the rating of the Notes, if applicable; and (vii) fees and expenses of the
Trustee, including the fees and disbursements of counsel for the Trustee.

     (b)   TERMINATION OF AGREEMENT. If this Agreement is terminated by the
Initial Purchasers in accordance with the provisions of Section 5 or Section
10(a)(i), the Operating Partnership shall reimburse the Initial Purchasers for
all of their out-of-pocket expenses, including the reasonable fees and
disbursements of counsel for the Initial Purchasers.

     SECTION 5.   CONDITIONS OF INITIAL PURCHASER'S OBLIGATIONS.

     The obligations of the Initial Purchasers are subject to the accuracy of
the representations and warranties of the Operating Partnership contained in
Section 1 hereof or in certificates of any officer or authorized representative
of the Operating Partnership or any other Simon Entity delivered pursuant to the
provisions hereof, to the performance by the Operating Partnership of its
covenants and other obligations hereunder, and to the following further
conditions:

     (a)   EXECUTION OF REGISTRATION RIGHTS AGREEMENT. At Closing Time, the
Operating Partnership shall have executed and delivered the Registration Rights
Agreement, substantially in the form attached hereto as Exhibit A.

     (b)   OPINIONS OF COUNSEL FOR OPERATING PARTNERSHIP. At Closing Time, the
Initial Purchasers shall have received the favorable opinions, dated as of
Closing Time, of Baker & Daniels, special counsel for the Operating Partnership
and James M. Barkley, the General Counsel of the Operating Partnership, or such
other counsel as is designated by the Operating Partnership, in form and
substance satisfactory to counsel for the Initial Purchasers, together with
signed or reproduced copies of such opinion for each of the Initial Purchasers.
Such opinions shall address such of the items set forth in Exhibits B-1 and B-2.

     (c)   OPINION OF COUNSEL FOR INITIAL PURCHASERS. At Closing Time, the
Initial Purchasers shall have received the favorable opinion, dated as of
Closing Time, of Clifford Chance US LLP, counsel for the Initial Purchasers, or
such other counsel as may be designated by the Initial Purchasers, together with
signed or reproduced copies of such opinion for each of the Initial Purchasers,
with respect to the matters set forth in (1), (3) (with respect to the first
clause only), (9), (11), (12), (13) and the last two paragraphs of Exhibit B-1
hereto. In giving such opinion, such counsel may rely, as to all matters
governed by the laws of jurisdictions other than the law of the State of New
York, the federal law of the United States and the General Corporation Law of
the State of Delaware, upon the opinions of counsel satisfactory to the Initial
Purchasers. Such counsel may also state that, insofar as such opinion involves
factual matters, they have relied, to the extent they deem proper, upon
certificates of officers or authorized representatives of the Operating
Partnership and the other Simon Entities and certificates of public officials.

     (d)   OFFICERS' CERTIFICATE. At Closing Time, there shall not have been,
since the date of this Agreement or since the respective dates as of which
information is given in the Offering Memorandum, any material adverse change in
the condition, financial or otherwise, or in the earnings, business affairs or
business prospects of the Operating Partnership and the other Simon Entities
considered as one enterprise, whether or not arising in the ordinary course of
business, and the Initial Purchasers shall have received a certificate of (x)
the Chief Executive Officer, President or a Vice President and of the Chief
Financial Officer or Chief Accounting Officer of the Company, as the sole
general partner of the Operating Partnership, dated as of Closing Time, to the
effect that (i) there has been no such material adverse change, (ii) the
representations and warranties in Section 1 are true and correct, in all
material respects, with the same force and effect as though expressly made at
and as of the Closing Time, (iii) the Operating Partnership has complied with
all agreements and satisfied all conditions on its part to be performed or

                                       16


satisfied at or prior to the Closing Time, (iv) no order suspending the sale of
the Notes in any jurisdiction has been issued and no proceedings for that
purpose have been initiated or threatened by the state securities authority of
any jurisdiction, (v) the Offering Memorandum did not include an untrue
statement of a material fact or omit to state a material fact necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading and (vi) none of the events listed in Section
10(a) shall have occurred, and (y) the Chief Financial Officer, the Chief
Accounting Officer or other relevant or appropriate officers of the Company, as
the sole general partner of the Operating Partnership, dated as of Closing Time,
as to any other matters requested by the Initial Purchasers.

     (e)   ACCOUNTANT'S COMFORT LETTER. At the time of the execution of this
Agreement, the Initial Purchasers shall have received from Ernst & Young LLP a
letter, dated such date, in form and substance satisfactory to the Initial
Purchasers and counsel to the Initial Purchasers, containing statements and
information of the type ordinarily included in accountants' "comfort letters" as
set forth in the AICPA's Statement on Auditing Standards 72 to Initial
Purchasers with respect to the financial statements and certain financial
information contained or incorporated by reference in the Offering Memorandum.

     (f)   BRING-DOWN COMFORT LETTER. At Closing Time, the Initial Purchasers
shall have received from Ernst & Young LLP a letter, dated as of Closing Time,
to the effect that they reaffirm the statements made in the letter furnished
pursuant to subsection (e) of this Section 5, except that the specified date
referred to shall be a date not more than three business days prior to the
Closing Time.

     (g)   MAINTENANCE OF RATING. At the Closing Time, the Notes shall be rated
at least "Baa2" by Moody's and "BBB" by S&P, and the Operating Partnership shall
have delivered to the Initial Purchasers a letter dated the Closing Time, from
each such rating agency, or other evidence satisfactory to the Initial
Purchasers, confirming that the Notes have such ratings; and since the date of
this Agreement, there shall not have occurred a downgrading in the rating
assigned to the Notes or any of the Operating Partnership's other Notes by any
"nationally recognized statistical rating organization," as that term is defined
by the Commission for purposes of Rule 436(g)(2) under the 1933 Act, and no such
securities rating agency shall have publicly announced that it has under
surveillance or review, with possible negative implications, its rating of the
Notes or any of the Operating Partnership's other securities.

     (h)   ADDITIONAL DOCUMENTS. At Closing Time, counsel for the Initial
Purchasers shall have been furnished with such documents and opinions as they
may require for the purpose of enabling them to pass upon the issuance and sale
of the Notes as herein contemplated, or in order to evidence the accuracy of any
of the representations or warranties, or the fulfillment of any of the
conditions, herein contained; and all proceedings taken by the Operating
Partnership in connection with the issuance and sale of the Notes as herein
contemplated shall be satisfactory in form and substance to the Initial
Purchasers and counsel for the Initial Purchasers.

     (i)   TERMINATION OF THIS AGREEMENT. If any condition specified in this
Section 5 shall not have been fulfilled when and as required to be fulfilled,
this Agreement may be terminated by the Initial Purchasers by notice to the
Operating Partnership at any time at or prior to the Closing Time, and such
termination shall be without liability of any party to any other party except as
provided in Section 4, and except that Sections 1, 7 and 8 shall survive any
such termination and remain in full force and effect.

     SECTION 6.   SUBSEQUENT OFFERS AND RESALES OF THE NOTES.

     (a)   OFFER AND SALE PROCEDURES. Each of the Initial Purchasers and the
Operating Partnership hereby establishes and agrees to observe the following
procedures in connection with the offer and sale of the Notes:

                                       17


           (i)    OFFERS, SALES AND DELIVERIES. Offers, sales and deliveries of
     the Notes shall only be made (a) to persons whom the offeror or seller
     reasonably believes to be "qualified institutional buyers" (as defined in
     Rule 144A under the 1933 Act), (b) to a limited number of other
     institutional "Accredited Investors" (as such term is defined in Rule
     501(a)(1), (2), (3) or (7) of Regulation D) that the offeror or seller
     reasonably believes to be and, with respect to sales and deliveries, that
     are Accredited Investors ("Institutional Accredited Investors") or (c)
     non-U.S. persons outside the United States, as defined in Regulation S
     under the 1933 Act, to whom the offeror or seller reasonably believes
     offers and sales of the Notes may be made in reliance upon Regulation S
     under the 1933 Act. Each Initial Purchaser agrees that it shall not offer,
     sell or deliver any of the Notes in any jurisdiction outside the United
     States except under circumstances that will result in compliance with the
     applicable laws thereof, and that it shall take at its own expense whatever
     action is required to permit its purchase and resale of the Notes in such
     jurisdictions.

           (ii)   NO GENERAL SOLICITATION. No general solicitation or general
     advertising (within the meaning of Rule 502(c) under the 1993 Act) shall be
     used in the United States in connection with the offering or sale of the
     Notes.

           (iii)  PURCHASES BY NON-BANK FIDUCIARIES. In the case of a non-bank
     Subsequent Purchaser of a Note acting as a fiduciary for one or more third
     parties, each such third party shall, in the judgment of the applicable
     Initial Purchaser, be an Institutional Accredited Investor, a Qualified
     Institutional Buyer or a non-U.S. person outside the United States.

           (iv)   SUBSEQUENT PURCHASER NOTIFICATION. Each Initial Purchaser
     shall take reasonable steps to inform, and cause each of its U.S.
     Affiliates to take reasonable steps to inform, persons acquiring Notes from
     such Initial Purchaser or affiliate, as the case may be, in the United
     States that the Notes (a) have not been and shall not be registered under
     the 1933 Act, (b) are being sold to them without registration under the
     1933 Act in reliance on Rule 144A or in accordance with another exemption
     from registration under the 1933 Act, as the case may be, and (c) may not
     be offered, sold or otherwise transferred except (1) to the Operating
     Partnership, (2) outside the United States in accordance with Regulation S,
     or (3) inside the United States in accordance with (x) Rule 144A to a
     person whom the seller reasonably believes is a Qualified Institutional
     Buyer that is purchasing such Notes for its own account or for the account
     of a Qualified Institutional Buyer to whom notice is given that the offer,
     sale or transfer is being made in reliance on Rule 144A or (y) pursuant to
     another available exemption from registration under the 1933 Act.

           (v)    MINIMUM PRINCIPAL AMOUNT. No sale of the Notes to any one
     Subsequent Purchaser shall be for less than U.S. $1,000 ($100,000 for
     Institutional Accredited Investors) principal amount and no Note shall be
     issued in a smaller principal amount. If the Subsequent Purchaser is a
     non-bank fiduciary acting on behalf of others, each person for whom it is
     acting must purchase at least U.S. $100,000 principal amount of the Notes.

           (vi)   RESTRICTIONS ON TRANSFER. The transfer restrictions and the
     other provisions set forth in the Offering Memorandum under the heading
     "Notice to Investors," including the legend required thereby, shall apply
     to the Notes except as otherwise agreed by the Operating Partnership and
     the Initial Purchasers.

           (vii)  DELIVERY OF OFFERING MEMORANDUM. Each Initial Purchaser shall
     deliver to each Subsequent Purchaser of the Notes, in connection with its
     original distribution of the Notes, a copy of the Offering Memorandum, as
     amended and supplemented at the date of such delivery, if required by
     applicable law.

                                       18


     (b)   COVENANTS OF THE OPERATING PARTNERSHIP. The Operating Partnership
covenants with each Initial Purchaser as follows:

           (i)    INTEGRATION. The Operating Partnership agrees that it shall
     not and shall cause its Affiliates not to solicit, directly or indirectly,
     any offer to buy or make any offer or sale of, or otherwise negotiate in
     respect of, securities of the Operating Partnership of any class if, as a
     result of the doctrine of "integration" referred to in Rule 502 under the
     1933 Act, such offer or sale would render invalid (for the purpose of (i)
     the sale of the Notes by the Operating Partnership to the Initial
     Purchasers, (ii) the resale of the Notes by the Initial Purchasers to
     Subsequent Purchasers or (iii) the resale of the Notes by such Subsequent
     Purchasers to others) the exemption from the registration requirements of
     the 1933 Act provided by Section 4(2) thereof or by Rule 144A or by
     Regulation S thereunder or otherwise.

           (ii)   RULE 144A INFORMATION. The Operating Partnership agrees that,
     in order to render the Notes eligible for resale pursuant to Rule 144A
     under the 1933 Act, while any of the Notes remain outstanding, it shall
     make available, upon request, to any holder of Notes or prospective
     purchasers of Notes the information specified in Rule 144A(d)(4), unless
     the Operating Partnership furnishes information to the Commission pursuant
     to Section 13 or 15(d) of the 1934 Act (such information, whether made
     available to holders or prospective purchasers or furnished to the
     Commission, is herein referred to as "Additional Information").

           (iii)  RESTRICTION ON REPURCHASES. Until the expiration of two years
     after the original issuance of the Notes, the Operating Partnership shall
     not, and shall cause its Affiliates not to, purchase or agree to purchase
     or otherwise acquire any Notes which are "restricted securities" (as such
     term is defined under Rule 144(a)(3) under the 1933 Act), whether as
     beneficial owner or otherwise (except as agent acting as a securities
     broker on behalf of and for the account of customers in the ordinary course
     of business in unsolicited broker's transactions), unless such repurchased
     Notes are promptly retired.

     (c)   RESALE PURSUANT TO RULE 903 OF REGULATION S OR RULE 144A. Each
Initial Purchaser understands that the Notes have not been and shall not be
registered under the 1933 Act and may not be offered or sold within the United
States or to, or for the account or benefit of, U.S. persons except in
accordance with Regulation S under the 1933 Act or pursuant to an exemption from
the registration requirements of the 1933 Act. Each Initial Purchaser severally
represents and agrees, that, except as permitted by Section 6(a) above, it has
offered and sold Notes and shall offer and sell Notes (i) as part of their
distribution at any time and (ii) otherwise until forty days after the later of
the date upon which the offering of the Notes commences and the Closing Time,
only in accordance with Rule 903 of Regulation S, or another applicable
exemption from the registration provisions of the 1933 Act or Rule 144A under
the 1993 Act. Accordingly, none of the Initial Purchasers, their affiliates or
any persons acting on their behalf have engaged or shall engage in any directed
selling efforts with respect to Notes, and the Initial Purchasers, their
affiliates and any person acting on their behalf have complied and shall comply
with the offering restriction requirements of Regulation S. Each Initial
Purchaser agrees that, at or prior to confirmation of a sale of Notes (other
than a sale of Notes pursuant to Rule 144A) it shall have sent to each
distributor, dealer or person receiving a selling concession, fee or other
remuneration that purchases Notes from it or through it during the restricted
period a confirmation or notice to substantially the following effect:

           "The Notes covered hereby have not been registered under the 1933 Act
           and may not be offered or sold within the United States or to or for
           the Account or benefit of U.S. persons (i) as part of their
           distribution at any time and (ii) otherwise until forty days after
           the later of the date upon

                                       19


           which the offering of the Notes commenced and the date of closing,
           except in either case in accordance with Regulation S, Rule 144A
           under the 1933 Act or another exemption from the registration
           requirements of the 1933 Act. Terms used above have the meaning given
           to them by Regulation S."

Terms used in the above paragraph have the meanings given to them by
Regulation S.

     (d)   REPRESENTATIONS AND WARRANTIES OF INITIAL PURCHASERS. Each Initial
Purchaser severally represents and agrees that it has not entered and shall not
enter into any contractual arrangements with respect to the distribution of the
Notes, except with its affiliates or with the prior written consent of the
Operating Partnership.

     SECTION 7.   INDEMNIFICATION.

     (a)   INDEMNIFICATION OF INITIAL PURCHASERS. The Operating Partnership
agrees to indemnify and hold harmless each Initial Purchaser and each person, if
any, who controls any Initial Purchaser within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act and their respective officers, directors
and employees as follows:

           (1)    against any and all loss, liability, claim, damage and expense
     whatsoever, as incurred, arising out of any untrue statement or alleged
     untrue statement of a material fact contained in the Offering Memorandum or
     in any amendment or supplement thereto, or the omission or alleged omission
     therefrom of a material fact required to be stated therein or necessary to
     make the statements therein not misleading;

           (2)    against any and all loss, liability, claim, damage and expense
     whatsoever, as incurred, to the extent of the aggregate amount paid in
     settlement of any litigation, or any investigation or proceeding by any
     governmental agency or body, commenced or threatened, or of any claim
     whatsoever based upon any such untrue statement or omission, or any such
     alleged untrue statement or omission; PROVIDED, that (subject to Section
     7(d) below) any such settlement is effected with the written consent of the
     Operating Partnership; and

           (3)    against any and all expense whatsoever, as incurred (including
     the fees and disbursements of counsel chosen by the Initial Purchasers),
     reasonably incurred in investigating, preparing or defending against any
     litigation, or any investigation or proceeding by any governmental agency
     or body, commenced or threatened, or any claim whatsoever based upon any
     such untrue statement or omission, or any such alleged untrue statement or
     omission, to the extent that any such expense is not paid under (1) or (2)
     above;

PROVIDED, HOWEVER, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Operating
Partnership by any Initial Purchaser expressly for use in the Offering
Memorandum (or any amendment or supplement thereto).

     (b)   INDEMNIFICATION OF OPERATING PARTNERSHIP, COMPANY AND COMPANY'S
DIRECTORS AND OFFICERS. Each Initial Purchaser severally, and not jointly,
agrees to indemnify and hold harmless the Operating Partnership, the Company,
each of the Company's directors, and each person, if any, who controls the
Operating Partnership or the Company within the meaning of Section 15 of the
1933 Act or Section 20 of the 1934 Act against any and all loss, liability,
claim, damage and expense described in the indemnity contained in subsection (a)
of this Section, as incurred, but only with respect to untrue

                                       20


statements or omissions, or alleged untrue statements or omissions, made in the
Offering Memorandum (or any amendment or supplement thereto) in reliance upon
and in conformity with written information furnished to the Operating
Partnership by such Initial Purchaser expressly for use in the Offering
Memorandum (or any amendment or supplement thereto).

     (c)   ACTIONS AGAINST PARTIES; NOTIFICATION. Each indemnified party shall
give notice as promptly as reasonably practicable to each indemnifying party of
any action commenced against it in respect of which indemnity may be sought
hereunder, but failure to so notify an indemnifying party shall not relieve such
indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this indemnity
agreement. In the case of parties indemnified pursuant to Section 7(a) above,
counsel to the indemnified parties shall be selected by the Initial Purchasers,
and, in the case of parties indemnified pursuant to Section 7(b) above, counsel
to the indemnified parties shall be selected by the Operating Partnership. An
indemnifying party may participate at its own expense in the defense of any such
action; PROVIDED, HOWEVER, that counsel to the indemnifying party shall not
(except with the consent of the indemnified party) also be counsel to the
indemnified party. In no event shall the indemnifying parties be liable for fees
and expenses of more than one counsel (in addition any local counsel) separate
from their own counsel for all indemnified parties in connection with any one
action or separate but similar or related actions in the same jurisdiction
arising out of the same general allegations or circumstances. No indemnifying
party shall, without the prior written consent of the indemnified parties,
settle or compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 7 or Section
8 hereof (whether or not the indemnified parties are actual or potential parties
thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability arising out
of such litigation, investigation, proceeding or claim and (ii) does not include
a statement as to or an admission of fault, culpability or a failure to act by
or on behalf of any indemnified party.

     (d)   SETTLEMENT WITHOUT CONSENT IF FAILURE TO REIMBURSE. If at any time an
indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel in accordance with the
provisions hereof, such indemnifying party agrees that it shall be liable for
any settlement of the nature contemplated by Section 7(a)(2) effected without
its written consent if (i) such settlement is entered into in good faith by the
indemnified party more than 45 days after receipt by such indemnifying party of
the aforesaid request, (ii) such indemnifying party shall have received notice
of the terms of such settlement at least 30 days prior to such settlement being
entered into and (iii) such indemnifying party shall not have reimbursed such
indemnified party in accordance with such request prior to the date of such
settlement.

     SECTION 8.   CONTRIBUTION.

     If the indemnification provided for in Section 7 hereof is for any reason
unavailable to or insufficient to hold harmless an indemnified party in respect
of any losses, liabilities, claims, damages or expenses referred to therein,
then each indemnifying party shall contribute to the aggregate amount of such
losses, liabilities, claims, damages and expenses incurred by such indemnified
party, as incurred, (i) in such proportion as is appropriate to reflect the
relative benefits received by the Operating Partnership, on the one hand, and
the Initial Purchasers, on the other hand, from the offering of the Notes
pursuant to this Agreement or (ii) if the allocation provided by clause (i) is
not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of the Operating Partnership, on the one hand, and of the Initial

                                       21


Purchasers, on the other hand, in connection with the statements or omissions
which resulted in such losses, liabilities, claims, damages or expenses, as well
as any other relevant equitable considerations.

     The relative benefits received by the Operating Partnership, on the one
hand, and the Initial Purchasers, on the other hand, in connection with the
offering of the Notes pursuant to this Agreement shall be deemed to be in the
same respective proportions as the total net proceeds from the offering of such
Notes (before deducting expenses) received by the Operating Partnership and the
total discount received by the Initial Purchasers, bear to the aggregate initial
offering price of the Notes.

     The relative fault of the Operating Partnership, on the one hand, and the
Initial Purchasers, on the other hand, shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Operating Partnership or by the Initial Purchasers
and the parties' relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission.

     The Operating Partnership and the Initial Purchasers agree that it would
not be just and equitable if contribution pursuant to this Section 8 were
determined by pro rata allocation (even if the Initial Purchasers were treated
as one entity for such purpose) or by any other method of allocation which does
not take account of the equitable considerations referred to above in this
Section 8. The aggregate amount of losses, liabilities, claims, damages and
expenses incurred by an indemnified party and referred to above in this Section
8 shall be deemed to include any legal or other expenses reasonably incurred by
such indemnified party in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue or alleged untrue statement or omission or alleged omission.

     Notwithstanding the provisions of this Section 8, no Initial Purchaser
shall be required to contribute any amount in excess of the amount by which the
total price at which the Notes purchased by it and sold to a Subsequent
Purchaser were sold to such Subsequent Purchaser exceeds the amount of any
damages which such Initial Purchaser has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or alleged
omission.

     No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

     For purposes of this Section 8, each person, if any, who controls an
Initial Purchaser within the meaning of Section 15 of the 1933 Act or Section 20
of the 1934 Act shall have the same rights to contribution as such Initial
Purchaser, and each director of the Company, and each person, if any, who
controls the Operating Partnership or the Company within the meaning of Section
15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to
contribution as the Operating Partnership. The Initial Purchasers' respective
obligations to contribute pursuant to this Section 8 are several in proportion
to the number, or aggregate principal amount, as the case may be, of Notes set
forth opposite their respective names in Schedule 1 hereto and not joint.

     SECTION 9.   REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE
                  DELIVERY.

     All representations, warranties and agreements contained in this Agreement
or in certificates of officers of the Operating Partnership or the Company or
authorized representatives of each of the Operating Partnership or the Company
submitted pursuant hereto or thereto shall remain operative and in full force
and effect, regardless of any investigation made by or on behalf of any Initial
Purchaser or any

                                       22


controlling person, or by or on behalf of the Operating Partnership or the
Company, and shall survive delivery of and payment for the Notes.

     SECTION 10.  TERMINATION.

     (a)   TERMINATION; GENERAL. The Initial Purchasers may terminate this
Agreement, by notice to the Operating Partnership, at any time at or prior to
the Closing Time (i) if there has been, since the time of execution of this
Agreement or since the respective dates as of which information is given in the
Offering Memorandum, any material adverse change in the condition, financial or
otherwise, or in the earnings, business affairs or business prospects of the
Operating Partnership and the other Simon Entities considered as one enterprise,
whether or not arising in the ordinary course of business, the effect of which
is such as to make it, in the reasonable judgment of the Initial Purchasers,
impracticable or inadvisable to market the Notes or to enforce contracts for the
sale of the Notes, or (ii) if there has occurred (A) any material adverse change
in the financial markets in the United States or internationally, (B) any
outbreak of hostilities or escalation thereof or other calamity or crisis, (C) a
declaration by the United States of a national emergency or war, or (D) any
change or development involving a prospective change in national or
international political, financial, or economic conditions, in each case, the
effect of which is such as to make it, in the judgment of the Initial
Purchasers, impracticable or inadvisable to market the Notes or to enforce
contracts for the sale of the Notes, or (iii) if trading in any securities of
the Company has been suspended or materially limited by the Commission or the
New York Stock Exchange, or if trading generally on the New York Stock Exchange,
the Nasdaq National Market or the American Stock Exchange or in the
over-the-counter market has been suspended or limited, or minimum or maximum
prices for trading have been fixed, or maximum ranges for prices have been
required, by any of said exchanges or by such system or by order of the
Commission, the National Association of Securities Dealers, Inc. or any other
governmental authority, or (iv) if a banking moratorium has been declared by
either Federal, New York, or Delaware authorities, or (v) a material disruption
in commercial banking or securities settlement or clearance services in the
United States has occurred, or (vi) if the rating assigned by any nationally
recognized statistical rating organization to any debt securities of the
Operating Partnership as of the date hereof shall have been downgraded since
such date or if any such rating organization shall have publicly announced that
it has placed any series of debt securities of the Operating Partnership under
surveillance or review, with possible negative implications, as to the rating of
such debt securities or any of the Operating Partnership's other securities.

     (b)   LIABILITIES. If this Agreement is terminated pursuant to this Section
10, such termination shall be without liability of any party to any other party
except as provided in Section 4 hereof, and PROVIDED, FURTHER, that Sections 7,
8 and 9 hereof shall survive such termination and remain in full force and
effect.

     SECTION 11.  DEFAULT BY ONE OF THE INITIAL PURCHASERS. If one of the
Initial Purchasers shall fail at the Closing Time to purchase the Notes which it
is obligated to purchase under this Agreement (the "Defaulted Notes"), the other
Initial Purchaser shall have the right, within 24 hours thereafter, to make
arrangements for any other Initial Purchasers to purchase all, but not less than
all, of the Defaulted Notes in such amounts as may be agreed upon and upon the
terms herein set forth; if, however, the non-defaulting Initial Purchaser shall
not have completed such arrangements within such 24-hour period, then:

           (a)    if the number of Defaulted Notes does not exceed 10% of the
     aggregate principal amount of the Notes to be purchased hereunder, the
     non-defaulting Initial Purchaser shall be obligated to purchase the full
     amount thereof , or

                                       23


           (b)    if the number of Defaulted Notes exceeds 10% of the aggregate
     principal amount of the Notes to be purchased hereunder, this Agreement
     shall terminate without liability on the part of the non-defaulting Initial
     Purchaser.

     No action taken pursuant to this Section shall relieve any defaulting
Initial Purchaser from liability in respect of its default.

     In the event of any such default which does not result in a termination of
this Agreement, either the Initial Purchasers or the Operating Partnership shall
have the right to postpone the Closing Time for a period not exceeding seven
days in order to effect any required changes in the Offering Memorandum or in
any other documents or arrangements. As used herein, the term "Initial
Purchaser" includes any person substituted for an Initial Purchaser under this
Section 11.

     SECTION 12.  NOTICES.

     All notices and other communications hereunder shall be in writing and
shall be deemed to have been duly given if mailed or transmitted by any standard
form of telecommunication. Notices to the Initial Purchasers shall be directed
to Citigroup Global Markets Inc. at 388 Greenwich Street, New York, NY 10013,
attention of Paul Ingrassia, Managing Director; and notices to the Simon
Entities shall be directed to any of them at National City Center, 115 West
Washington Street, Suite 15 East, Indianapolis, Indiana 46204, attention of Mr.
David Simon, with a copy to Baker & Daniels, 300 North Meridian Street, Suite
2700, Indianapolis, Indiana 46204, attention of David C. Worrell, Esq.

     SECTION 13.  PARTIES.

     This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors. Nothing expressed or mentioned
in this Agreement is intended or shall be construed to give any person, firm or
corporation, other than the Initial Purchasers, the Operating Partnership, the
Company and their respective successors and the controlling persons and officers
and directors referred to in Sections 7 and 8 and their heirs and legal
representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained. This Agreement and
all conditions and provisions hereof are intended to be for the sole and
exclusive benefit of the parties hereto and thereto and their respective
successors, and said controlling persons and officers and directors and their
heirs and legal representatives and the Company, and for the benefit of no other
person, firm or corporation. No purchaser of Notes from any Initial Purchaser
shall be deemed to be a successor by reason merely of such purchase.

     SECTION 14.  GOVERNING LAW AND TIME.

     THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
IN SAID STATE. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

     SECTION 15.  EFFECT OF HEADINGS.

     The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

                                       24


     If the foregoing is in accordance with your understanding of our agreement,
please sign and return to the Operating Partnership a counterpart hereof,
whereupon this Agreement, along with all counterparts, shall become a binding
agreement between the Initial Purchasers and the Operating Partnership in
accordance with its terms.

                                          Very truly yours,


                                          SIMON PROPERTY GROUP, L.P.


                                          By: Simon Property Group, Inc.,
                                              its General Partner


                                          By:  /s/ Stephen E. Sterrett
                                             -----------------------------------
                                           Name:   Stephen E. Sterrett
                                           Title:  Executive Vice President


                                          SIMON PROPERTY GROUP, INC.


                                          By: /s/  Stephen E. Sterrett
                                             -----------------------------------
                                           Name:   Stephen E. Sterrett
                                           Title:  Executive Vice President



CONFIRMED AND ACCEPTED,
 as of the date first
 above written:


CITIGROUP GLOBAL MARKETS INC.


By:     /s/   Paul Ingrassia
   --------------------------------------
   Name:      Paul Ingrassia
   Title:     Managing Director


DEUTSCHE BANK SECURITIES INC.


By:     /s/   Eric Mauff
   --------------------------------------
   Name:      Eric Mauff
   Title:     Managing Director


By:     /s/   Eric Dobi
   --------------------------------------
   Name:      Eric Dobi
   Title:     Director


J. P. MORGAN SECURITIES INC.


By:     /s/   Carl J. Meldhau Jr.
   --------------------------------------
   Name:      Carl J. Meldhau Jr.
   Title:     Vice President


For themselves and for the
other Initial Purchasers named
in Schedule 1 hereto.



                                   SCHEDULE 1




                                        PRINCIPAL               PRINCIPAL
       INITIAL PURCHASER          AMOUNT OF 2010 NOTES    AMOUNT OF 2014 NOTES
- -------------------------------  ----------------------  -----------------------
                                                       
Citigroup Global Markets Inc.         $  120,000,000         $  150,000,000
Deutsche Bank Securities Inc.         $  120,000,000         $  150,000,000
J.P. Morgan Securities Inc.           $  120,000,000         $  150,000,000
Banc of America Securities LLC        $   20,000,000         $   25,000,000
Wachovia Capital Markets, LLC         $   20,000,000         $   25,000,000
TOTAL........................         $  400,000,000         $  500,000,000
                                      ==============         ==============





                                   SCHEDULE 2


                           SIMON PROPERTY GROUP, L.P.

                       $400,000,000 4.875% Notes due 2010
                       $500,000,000 5.625% Notes due 2014

     1.    The initial public offering price of the 2010 Notes shall be 99.537%
of the principal amount of the 2010 Notes. The initial public offering price of
the 2014 Notes shall be 99.621% of the principal amount of the 2014 Notes.

     2.    The purchase price to be paid by the Initial Purchasers for the 2010
Notes shall be 98.925% of the principal amount of the 2010 Notes. The purchase
price to be paid by the Initial Purchasers for the 2014 Notes shall be 98.971%
of the principal amount of the 2014 Notes.

     3.    The  interest  rate on the 2010  Notes  shall be 4.875%  per annum.
The interest rate on the 2014 Notes shall be 5.625% per annum.



                                                                       Exhibit A


                      FORM OF REGISTRATION RIGHTS AGREEMENT


        (Please see attached copy of the Registration Rights Agreement.)



                                                                     Exhibit B-1

                       FORM OF OPINION OF SPECIAL COUNSEL
                  FOR THE COMPANY AND THE OPERATING PARTNERSHIP
                    TO BE DELIVERED PURSUANT TO SECTION 5(b)

     (1)   The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware.

     (2)   The Company has the corporate power and authority to own, lease and
operate its properties, to conduct the business in which it is engaged or
proposes to engage as described below, and to enter into and perform its
obligations under, or as contemplated under, this Agreement.

     (3)   The Operating Partnership has been duly organized and is validly
existing as a limited partnership in good standing under the laws of the State
of Delaware, with the requisite power and authority to own, lease and operate
its properties and to conduct the business in which it is engaged or proposes to
engage as described in the Offering Memorandum.

     (4)   This Agreement has been duly and validly authorized by the Operating
Partnership and the Company. Any one of the Co-Chairmen of the Board, Chief
Executive Officer, President, any Vice President, the Treasurer, any Assistant
Treasurer, the Secretary, or any Assistant Secretary of the Company
(hereinafter, collectively, the "Authorized Officers") has been duly authorized
to execute and deliver this Agreement for the Company and as the general partner
of the Operating Partnership, and, assuming each has been executed and delivered
by any one of the Authorized Officers, this Agreement is duly and validly
executed and delivered by the Operating Partnership and the Company.

     (5)   The execution, delivery and performance of this Agreement, the
Indenture and the Registration Rights Agreement, the consummation of the
transactions contemplated in this Agreement, and compliance by the Operating
Partnership with its obligations under this Agreement, the Indenture and the
Registration Rights Agreement does not and will not, whether with or without the
giving of notice or the passage of time or both, conflict with or constitute a
breach of, or default under (i) any provisions of the certificate or agreement
of limited partnership of the Operating Partnership; (ii) any applicable law,
statute, rule, regulation of Delaware; or (iii) to such counsel's knowledge, any
Delaware order or Delaware administrative or court decree, binding upon the
Operating Partnership or to which the Operating Partnership is subject, except,
in the case of (ii) and (iii) above, for conflicts, breaches, violations or
defaults that in the aggregate would not have a Material Adverse Effect.

     (6)   The documents filed pursuant to the 1934 Act and incorporated by
reference in the Offering Memorandum (other than the financial statements and
supporting schedules therein and other financial data, as to which no opinion
need be rendered), when they were filed with the Commission, complied as to form
in all material respects with the requirements of the 1933 Act or the 1934 Act,
as applicable, and the rules and regulations of the Commission thereunder. In
passing upon compliance as to the form of such documents, such counsel may have
assumed that the statements made or incorporated by reference therein are
complete and correct.

     (7)   The information in the Offering Memorandum under "Description of
Notes," "Certain Federal Income Tax Consequences," and "State and Local Tax
Considerations" and the description of the Notes included therein, to the extent
that it purports to summarize matters of law, descriptions of statutes,

                                      B-1-1


rules or regulations, summaries of legal matters, the Operating Partnership's
organizational documents or legal proceedings, or legal conclusions, has been
reviewed by such counsel, is correct and presents fairly the information
required to be disclosed therein in all material respects.

     (8)   None of the Operating Partnership, any of the Simon Entities or any
Property Partnership is required to be registered as an investment company under
the 1940 Act.

     (9)   The Notes being sold pursuant to this Agreement have been duly
authorized on behalf of the Operating Partnership by the Company as the general
partner of the Operating Partnership for issuance and sale to the Initial
Purchasers pursuant to this Agreement and the Indenture and, when executed and
issued and authenticated in the manner provided for in the Indenture and
delivered by the Operating Partnership pursuant to this Agreement against
payment of the consideration therefor, (i) the Notes will constitute valid and
legally binding obligations of the Operating Partnership enforceable against the
Operating Partnership in accordance with their terms, except as the enforcement
thereof may be limited (A) by bankruptcy, insolvency, reorganization, fraudulent
conveyance or transfer, moratorium or other similar laws relating to or
affecting creditors' rights generally, (B) by general equitable principles
(regardless of whether such enforceability is considered in a proceeding in
equity or law), or (C) by federal courts with respect to the enforceability in
such courts of forum selection clauses, and (ii) each holder of the Notes will
be entitled to the benefits of the Indenture. The Notes are in the form
contemplated by the Indenture.

     (10)  The Company has, at all times since the effective date of its
election to be taxed as a "real estate investment trust" under the Code, been
organized and operated in conformity with the requirements for qualification and
taxation as a "real estate investment trust" under the Code and its proposed
organization structure and method of operation will permit it to remain so
qualified.

     (11)  The Indenture has been duly qualified under the 1939 Act and has been
duly and validly authorized, executed and delivered by the Operating Partnership
and (assuming due authorization, execution and delivery thereof by the Trustee)
constitutes a valid and legally binding agreement of the Operating Partnership,
enforceable against the Operating Partnership in accordance with its terms,
except as the enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting
creditors' rights generally or by general equitable principles and except
further as enforcement thereof may be limited by (i) requirements that a claim
with respect to any Notes denominated other than in U.S. Dollars (or a foreign
currency or composite currency judgment in respect of such claim) be converted
into U.S. dollars at a rate of exchange prevailing on a date determined pursuant
to applicable law, (ii) governmental authority to limit, delay or prohibit the
making of payments outside the United States, or (iii) federal courts with
respect to the enforceability in such courts of forum selection clauses.

     (12)  Assuming the correctness of the representations and warranties and
the compliance by the Operating Partnership and the Initial Purchasers with
their respective covenants set forth in the Purchase Agreement, the offer and
sale of the Notes to the Initial Purchasers and to each Subsequent Purchaser
solely in the manner and under the circumstances contemplated by this Agreement
and the Offering Memorandum are exempt from the registration requirements of the
1933 Act.

     (13)  The Registration Rights Agreement has been duly and validly
authorized, executed and delivered by the parties thereto and is a valid and
binding agreement, enforceable against the parties thereto in accordance with
its terms, except as such enforceability may be subject to (i) bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or transfer or
similar laws affecting creditors' rights generally and (ii) general principles
of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law) and (iii) limitations under state or federal
securities laws

                                      B-1-2


or public policy with respect to the rights to indemnity and contribution
contained in the Registration Rights Agreement.

     In connection with the preparation of the Offering Memorandum, such counsel
has participated in conferences with officers and other representatives of the
Operating Partnership and the independent public accountants for the Operating
Partnership and the Company at which the contents of the Offering Memorandum and
related matters were discussed. On the basis of such participation and review,
but without independent verification by such counsel of, and without assuming
any responsibility for, the accuracy, completeness or fairness of the statements
contained in the Offering Memorandum or any amendments or supplements thereto,
no facts have come to the attention of such counsel that would lead such counsel
to believe that the Offering Memorandum or any amendment or supplement thereto
(except for financial statements, the schedules and other financial data
included therein, as to which such counsel need make no statement), at the time
the Offering Memorandum was issued, at the time any such amended or supplemented
Offering Memorandum was issued or at the Closing Time, contained or contains an
untrue statement of a material fact or omitted or omits to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

     In rendering such opinion, such counsel may rely as to matters of fact (but
not as to legal conclusions), to the extent they deem proper, on certificates of
responsible officers of the Operating Partnership and public officials. Such
opinion shall not state that it is to be governed or qualified by, or that it is
otherwise subject to, any treatise, written policy or other document relating to
legal opinions, including, without limitation, the Legal Opinion Accord of the
ABA Section of Business Law (1991).

                                      B-1-3


                                                                     Exhibit B-2

         FORM OF OPINION OF THE OPERATING PARTNERSHIP'S GENERAL COUNSEL
                           TO BE DELIVERED PURSUANT TO
                                  SECTION 5(b)

     (1)   The Company has been duly organized and is validly existing as a
corporation in good standing under the State of Delaware and has corporate power
and authority to own, lease and operate its properties and to conduct its
business as described in the Offering Memorandum.

     (2)   The Company is duly qualified or registered as a foreign corporation
to transact business and is in good standing in each jurisdiction in which such
qualification or registration is required, whether by reason of the ownership or
leasing of property or the conduct of business, except where the failure to so
qualify or register or be in good standing would not result in a Material
Adverse Effect.

     (3)   The Operating Partnership has been duly organized and is validly
existing as a limited partnership in good standing under the laws of the State
of Delaware, with the requisite power and authority to own, lease and operate
its properties and to conduct the business in which it is engaged or proposes to
engage as described in the Offering Memorandum and to enter into and perform its
obligations under this Agreement, the Registration Rights Agreement and the
Indenture and is duly qualified or registered as a foreign limited partnership
to transact business and is in good standing in each jurisdiction in which such
qualification or registration is required, whether by reason of the ownership or
leasing of property or the conduct of business, except where the failure to so
qualify or be in good standing would not result in a Material Adverse Effect.
The Partnership Agreement of the Operating Partnership has been duly and validly
authorized, executed and delivered by the parties thereto and is a valid and
binding agreement, enforceable against the parties thereto in accordance with
its terms, except as such enforceability may be subject to (i) bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or transfer or
similar laws affecting creditors' rights generally and (ii) general principles
of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law), and except as rights to indemnity thereunder
may be limited by applicable law.

     (4)   Each Simon Entity other than the Company and the Operating
Partnership has been duly incorporated or organized and is validly existing as a
corporation, limited partnership or other legal entity, as the case may be, in
good standing under the laws of the jurisdiction of its incorporation or
organization, as the case may be, and has the requisite power and authority to
own, lease and operate its properties and to conduct the business in which it is
engaged or proposes to engage as described in the Offering Memorandum and is
duly qualified or registered as a foreign corporation, limited partnership or
other legal entity, as the case may be, to transact business and is in good
standing in each jurisdiction in which such qualification or registration is
required, whether by reason of the ownership or leasing of property or the
conduct of business, except where the failure to so qualify or register or to be
in good standing would not result in a Material Adverse Effect. Except as
otherwise stated in the Offering Memorandum, all of the issued and outstanding
capital stock or other equity interests of each Simon Entity other than the
Operating Partnership has been duly authorized and is validly issued, fully paid
and non-assessable and has been offered and sold in compliance with all
applicable laws of the United States and the organizational laws of the
jurisdiction of organization of such entity, and is owned by the Company or the
Operating Partnership, directly or through subsidiaries, in each case, free and
clear of any Liens. There are no outstanding securities convertible into or
exchangeable for any capital stock or other equity interests of such entities
and no outstanding options, rights (preemptive or otherwise) or warrants to

                                      B-2-1


purchase or to subscribe for shares of such capital stock or any other
securities of such entities. None of the outstanding shares of capital stock or
other equity interests of such entity was issued in violation of preemptive or
other similar rights of any security holder of such entity.

     (5)   Each of the Property Partnerships is duly organized and validly
existing as a limited or general partnership, as the case may be, in good
standing under the laws of its respective jurisdiction of formation, with the
requisite power and authority to own, lease and operate its properties and to
conduct the business in which it is engaged and proposes to engage as described
in the Offering Memorandum. Each Property Partnership is duly qualified or
registered as a foreign partnership and is in good standing in each jurisdiction
in which such qualification or registration is required, whether by reason of
ownership or leasing of property or the conduct of business, except where the
failure to so qualify or register would not have a Material Adverse Effect. The
general or limited partnership agreement of each of the Property Partnerships
has been duly and validly authorized, executed and delivered by the parties
thereto and is a valid and binding agreement, enforceable against the parties
thereto in accordance with its terms, except as such enforceability may be
subject to (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or transfer or similar laws affecting creditors' rights generally and
(ii) general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law), and except as rights to
indemnity thereunder may be limited by applicable law.

     (6)   The Notes being sold pursuant to this Agreement and the Indenture
each conform, in all material respects, to the statements relating thereto
contained in the Offering Memorandum and are in substantially the form
contemplated by the Indenture.

     (7)   None of the Operating Partnership, any of the other Simon Entities or
any Property Partnership is in violation of its charter, by-laws, partnership
agreement, or other organizational document, as the case may be, and no default
by the Operating Partnership or any other Simon Entity or any Property
Partnership exists in the due performance or observance of any material
obligation, agreement, covenant or condition contained in any contract,
indenture, mortgage, loan agreement, note, lease or other agreement or
instrument that is described or referred to in the Offering Memorandum or filed
or incorporated by reference therein, except in each case for violations (other
than with respect to the charter, by-laws, partnership agreement, or other
organizational document of such entities) or defaults which in the aggregate are
not reasonably expected to result in a Material Adverse Effect.

     (8)   The execution, delivery and performance of this Agreement, the
Indenture and the Registration Rights Agreement and the consummation of the
transactions contemplated thereby did not and do not, conflict with or
constitute a breach or violation of, or default or Repayment Event under, or
result in the creation or imposition of any Lien upon any Portfolio property,
pursuant to, any contract, indenture, mortgage, deed of trust, loan or credit
agreement, note, lease or any other agreement or instrument, to which the
Operating Partnership or any Property Partnership is a party or by which it of
any of them may be bound, or to which any of the assets, properties or
operations of the Operating Partnership or any Property Partnership is subject,
nor will such action result in any violation of the provisions of the charter,
by-laws, partnership agreement or other organizational document of the Operating
Partnership, any other Simon Entity or any Property Partnership or any
applicable laws, statutes, rules or regulations of the United States or any
jurisdiction of incorporation or formation of any of the Operating Partnership
or any Property Partnership or any judgement, order, writ or decree binding upon
the Operating Partnership, any other Simon Entity or any Property Partnership,
which judgement, order, writ or decree, is known to such counsel, of any
government, government instrumentality or court, domestic or foreign, having
jurisdiction over the Operating Partnership, any other Simon Entity or any
Property Partnership or any of their assets, properties or operations, except
for such conflicts, breaches, violations (other than with respect to the
charter, by-laws, partnership agreement, or other organizational document of
such entities), defaults, events or Liens that would not result in a Material
Adverse Effect.

                                      B-2-2


     (9)   No filing with, or authorization, approval, consent, license, order,
registration, qualification or decree of, any court or governmental authority or
agency (other than such as may be required under the applicable securities laws
of the various jurisdictions in which the Notes will be offered or sold, as to
which such counsel need express no opinion) is required in connection with the
due authorization, execution and delivery of this Agreement, the Indenture or
the Registration Rights Agreement by the Operating Partnership or for the
offering, issuance, sale or delivery of the Notes to the Initial Purchasers and
to each Subsequent Purchaser in the manner contemplated by this Agreement.

     (10)  There is no action, suit, proceeding, inquiry or investigation before
or by any court or governmental agency or body, domestic or foreign, now pending
or threatened, against or affecting the Operating Partnership or any other Simon
Entity or any Property Partnership thereof which is required to be disclosed in
the Offering Memorandum (other than as stated or incorporated by reference
therein), or which might reasonably be expected to result in a Material Adverse
Effect or which might reasonably be expected to materially and adversely affect
the consummation of the transactions contemplated in this Agreement, the
Indenture or the Registration Rights Agreement, the performance by the Operating
Partnership of its obligations thereunder or the transactions contemplated by
the Offering Memorandum.

     (11)  All descriptions in the Offering Memorandum of contracts and other
documents to which the Operating Partnership or any other Simon Entity is a
party are accurate in all material respects. To the best knowledge and
information of such counsel, there are no contracts, indentures, mortgages, loan
agreements, notes, leases or other instruments required to be described or
referred to in the Offering Memorandum other than those described or referred to
therein, and the descriptions thereof or references thereto are correct in all
material respects.

     (12)  To the best of such counsel's knowledge and information, there are no
statutes or regulations that are required to be described in the Offering
Memorandum that are not described as required.

                                      B-2-3




                                                                     EXHIBIT 4.2

                                                               EXECUTION VERSION

[CLIFFORD CHANCE LOGO]                                    CLIFFORD CHANCE US LLP


                           SIMON PROPERTY GROUP, L.P.

                                     ISSUER

                                       TO

                               JPMORGAN CHASE BANK

                                     TRUSTEE

                                   ----------

                        FOURTEENTH SUPPLEMENTAL INDENTURE

                           DATED AS OF AUGUST 11, 2004

                                   ----------

                       $400,000,000 4.875% NOTES DUE 2010

                       $500,000,000 5.625% NOTES DUE 2014


                            SUPPLEMENT TO INDENTURE,
                         DATED AS OF NOVEMBER 26, 1996,
                                     BETWEEN
                           SIMON PROPERTY GROUP, L.P.
                                       AND
                               JPMORGAN CHASE BANK
                  (FORMERLY KNOWN AS THE CHASE MANHATTAN BANK),
                                   AS TRUSTEE



                                TABLE OF CONTENTS




                                                                               PAGE
                                                                             
ARTICLE I     DEFINITIONS, CREATION, FORMS AND TERMS AND CONDITIONS
              OF THE SECURITIES..................................................2

      SECTION 1.01. Definitions..................................................2

      SECTION 1.02. Creation of the Notes........................................5

      SECTION 1.03. Form of the Notes............................................5

      SECTION 1.04. Terms and Conditions of the 2010 Notes.......................6

      SECTION 1.05. Terms and Conditions of the 2014 Notes.......................8

ARTICLE II    COVENANTS FOR BENEFIT OF HOLDERS OF NOTES.........................10

      SECTION 2.01. Covenants for Benefit of Holders of Notes...................10

      SECTION 2.02. Definitions.................................................11

ARTICLE III   REGISTRATION RIGHTS...............................................13

      SECTION 3.01. Registration Rights Agreement...............................13

      SECTION 3.02. Special Interest Premium....................................14

      SECTION 3.03. Legend......................................................14

ARTICLE IV    TRANSFER AND EXCHANGE.............................................15

      SECTION 4.01. Transfer and Exchange.......................................15

ARTICLE V     LEGENDS...........................................................16

      SECTION 5.01. Legends.....................................................16

ARTICLE VI    TRUSTEE...........................................................18

      SECTION 6.01. Corporate Trust Office......................................18

      SECTION 6.02. Recitals....................................................18

ARTICLE VII   MISCELLANEOUS PROVISIONS..........................................18

      SECTION 7.01. Ratification of Original Indenture..........................18

      SECTION 7.02. Effect of Headings..........................................18

      SECTION 7.03. Successors and Assigns......................................19

      SECTION 7.04. Separability Clause.........................................19

      SECTION 7.05. Governing Law...............................................19

      SECTION 7.06. Counterparts................................................19





                                TABLE OF CONTENTS




EXHIBITS
- --------
               
EXHIBIT A         Form of Initial Restricted Global Note
EXHIBIT B         Form of Initial Regulation S Global Note
EXHIBIT C         Form of Initial Certificated Note
EXHIBIT D         Form of Exchange Global Note
EXHIBIT E         Form of Exchange Certificated Note





     FOURTEENTH SUPPLEMENTAL INDENTURE, dated as of August 11, 2004 (the
"Fourteenth Supplemental Indenture"), between SIMON PROPERTY GROUP, L.P.
(formerly known as Simon DeBartolo Group, L.P.), a Delaware limited partnership
(the "Issuer" or the "Operating Partnership"), having its principal offices at
National City Center, 115 West Washington Street, Suite 15 East, Indianapolis,
Indiana 46204, and JPMORGAN CHASE BANK (formerly known as The Chase Manhattan
Bank), a New York banking corporation, as trustee (the "Trustee"), having its
Corporate Trust Office at 4 New York Plaza, 15th Floor, New York, New York
10004.

                                    RECITALS

     WHEREAS, the Issuer and Simon Property Group, L.P., a Delaware limited
partnership acting as a guarantor (the "Guarantor"), executed and delivered to
the Trustee an Indenture, dated as of November 26, 1996 (the "Original
Indenture"), providing for the issuance from time to time of debt securities
evidencing unsecured and unsubordinated indebtedness of the Issuer;

     WHEREAS, on December 31, 1997 the Guarantor was merged into the Issuer as
contemplated under the Indenture;

     WHEREAS, the Issuer changed its name from "Simon DeBartolo Group, L.P." to
"Simon Property Group, L.P." effective as of September 24, 1998;

     WHEREAS, the Original Indenture provides that by means of a supplemental
indenture, the Issuer may create one or more series of its debt securities and
establish the form and terms and conditions thereof;

     WHEREAS, the Issuer intends by this Fourteenth Supplemental Indenture to
create and provide for the following series of debt securities (the "Initial
Notes"):

     (i)    Simon Property Group, L.P. 4.875% Notes due 2010 (the "Initial 2010
Notes") in an aggregate principal amount of $400,000,000; and

     (ii)   Simon Property Group, L.P. 5.625% Notes due 2014 (the "Initial 2014
Notes") in an aggregate principal amount of $500,000,000;

     WHEREAS, the Issuer further intends by this Fourteenth Supplemental
Indenture to create and provide for, if and when issued in exchange for the
Initial Notes pursuant to this Fourteenth Supplemental Indenture and the
Registration Rights Agreement (defined below), the following additional series
of debt securities (the "Exchange Notes"):

     (i)    Simon Property Group, L.P. 4.875% Notes due 2010 (the "Exchange 2010
Notes," and together with the Initial 2010 Notes, the "2010 Notes"), in an
aggregate principal amount of up to $400,000,000; and

     (ii)   Simon Property Group, L.P. 5.625% Notes due 2014 (the "Exchange 2014
Notes," and together with the Initial 2014 Notes, the "2014 Notes"), in an
aggregate principal amount of up to $500,000,000;

     WHEREAS, the Board of Directors of Simon Property Group, Inc., the general
partner of the Issuer, has approved the creation of the Notes and the forms,
terms and conditions thereof pursuant to Sections 301 and 1701 of the Original
Indenture; and



     WHEREAS, all actions required to be taken under the Original Indenture with
respect to this Fourteenth Supplemental Indenture have been taken.

     NOW, THEREFORE, IT IS AGREED:

                                    ARTICLE I

                        DEFINITIONS, CREATION, FORMS AND
                     TERMS AND CONDITIONS OF THE SECURITIES

     SECTION 1.01.   DEFINITIONS. Capitalized terms used in this Fourteenth
Supplemental Indenture and not otherwise defined shall have the meanings
ascribed to them in the Original Indenture. Certain terms, used principally in
Article II of this Fourteenth Supplemental Indenture, are defined in that
Article. In addition, the following terms shall have the following meanings to
be equally applicable to both the singular and the plural forms of the terms
defined:

     "BUSINESS DAY" means any day, other than a Saturday or Sunday, on which
banking institutions in New York, New York are open for business.

     "CLEARSTREAM BANKING" means Clearstream Banking, SOCIETE ANONYME, its
successors and assigns.

     "CLOSING DATE" means August 11, 2004.

     "DOLLAR" or "$" means the lawful currency of the United States of America.

     "DTC" means The Depository Trust Company, its nominees and their successors
and assigns.

     "EUROCLEAR" means Euroclear Bank S.A./N.V., as operator of the Euroclear
System, its successors and assigns.

     "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended from
time to time.

     "EXCHANGE CERTIFICATED NOTES" means a note in definitive, fully registered
form, without coupons, substantially in the form of Exhibit E hereto.

     "EXCHANGE NOTES" has the meaning set forth in the Recitals hereto.

     "EXCHANGE OFFER" means the offer by the Operating Partnership to exchange
all of the Initial Notes of a series for Exchange Notes of the same series.

     "EXCHANGE GLOBAL NOTES" has the meaning set forth in Section 1.03(e).

     "EXCHANGE OFFER REGISTRATION STATEMENT" has the meaning set forth in
Section 3.01(a).

     "EXCHANGE 2010 NOTES" has the meaning set forth in the Recitals hereto.

     "EXCHANGE 2014 NOTES" has the meaning set forth in the Recitals hereto.

     "GLOBAL NOTES" means the Initial Global Notes and the Exchange Global
Notes.

                                        2


     "INDENTURE" means the Original Indenture as supplemented by this Fourteenth
Supplemental Indenture.

     "INITIAL CERTIFICATED NOTES" has the meaning set forth in Section 1.03(d).

     "INITIAL GLOBAL NOTES" has the meaning set forth in Section 1.03(c).

     "INITIAL NOTES" has the meaning set forth in the Recitals hereto.

     "INITIAL 2010 NOTES" has the meaning set forth in the Recitals hereto.

     "INITIAL 2014 NOTES" has the meaning set forth in the Recitals hereto.

     "INITIAL PURCHASERS" means Citigroup Global Markets Inc., Deutsche Bank
Securities Inc., J.P. Morgan Securities Inc., Banc of America Securities LLC and
Wachovia Capital Markets, LLC

     "INITIAL REGULATION S GLOBAL NOTE" means a single fully registered global
note in book-entry form, substantially in the form of Exhibit B attached hereto.

     "INITIAL RESTRICTED GLOBAL NOTE" means a single fully registered global
note in book-entry form, substantially in the form of Exhibit A attached hereto.

     "INSTITUTIONAL ACCREDITED INVESTOR" means an institutional "accredited
investor" as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act.

     "ISSUER" has the meaning set forth in the Recitals hereto.

     "MAKE-WHOLE AMOUNT" means, in connection with any optional redemption or
accelerated payment of any Notes, the excess, if any, of (i) the aggregate
present value, as of the date of such redemption or accelerated payment, of each
Dollar of principal being redeemed or paid and the amount of interest (exclusive
of interest accrued to the date of redemption or accelerated payment) that would
have been payable in respect of each such dollar if such redemption or
accelerated payment had not been made, determined by discounting, on a
semi-annual basis, such principal and interest at the Reinvestment Rate,
determined on the third Business Day preceding the date notice of such
redemption or accelerated payment is given, from the respective dates on which
such principal and interest would have been payable if such redemption or
accelerated payment had not been made, to the date of redemption or accelerated
payment, over (ii) the aggregate principal amount of the Notes being redeemed or
accelerated.

     "NON-U.S. PERSON" means a Person that is not a U.S. Person as defined in
Regulation S, and includes dealers or other professional fiduciaries in the
United States acting on a discretionary basis for foreign beneficial owners
(other than an estate or trust) in offshore transactions meeting the
requirements of Rule 904 of Regulation S.

     "NOTES" means the Initial Notes and the Exchange Notes.

     "OPERATING PARTNERSHIP" has the meaning set forth in the Recitals hereto.

     "ORIGINAL INDENTURE" has the meaning set forth in the Recitals hereto.

     "PURCHASE AGREEMENT" means the Purchase Agreement dated August 4, 2004
between the Operating Partnership and the Initial Purchasers.

                                        3


     "QIB" means a qualified institutional buyer, as defined in Rule 144A under
the Securities Act.

     "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights Agreement,
dated August 11, 2004, between the Operating Partnership and the Initial
Purchasers.

     "REGULATION S" means Regulation S under the Securities Act.

     "REINVESTMENT RATE" means, in connection with any optional redemption or
accelerated payment of any Notes, the yield on treasury securities at a constant
maturity corresponding to the remaining life (as of the date of redemption or
accelerated payment, and rounded to the nearest month) to Stated Maturity of the
principal being redeemed (the "Treasury Yield") as stated in such Notes, plus
(i) 0.25%, in the case of the 2010 Notes or (ii) 0.30%, in the case of the 2014
Notes. For purposes hereof, the Treasury Yield shall be equal to the arithmetic
mean of the yields published in the Statistical Release under the heading "Week
Ending" for "U.S. Government Securities -- Treasury Constant Maturities" with a
maturity equal to such remaining life; provided, that if no published maturity
exactly corresponds to such remaining life, then the Treasury Yield shall be
interpolated or extrapolated on a straight-line basis from the arithmetic means
of the yields for the next shortest and next longest published maturities,
rounding each of such relevant periods to the nearest month. For purposes of
calculating the Reinvestment Rate, the most recent Statistical Release published
prior to the date of determination of the Make-Whole Amount shall be used. If
the format or content of the Statistical Release changes in a manner that
precludes determination of the Treasury Yield in the above manner, then the
Treasury Yield shall be determined in the manner that most closely approximates
the above manner, as reasonably determined by the Operating Partnership.

     "RULE 144A" means Rule 144A under the Securities Act.

     "SECURITIES ACT" means the Securities Act of 1933, as amended from time to
time.

     "SHELF REGISTRATION STATEMENT" has the meaning set forth in Section
3.01(c).

     "SPECIAL INTEREST PREMIUM" has the meaning set forth in Section 3.02.

     "STATISTICAL RELEASE" means the statistical release designated "H.15(519)"
or any successor publication which is published weekly by the Federal Reserve
System and which reports yields on actively traded United States government
securities adjusted to constant maturities, or, if such statistical release is
not published at the time of any required determination, then such other
reasonably comparable index which shall be designated by the Operating
Partnership.

     "TRUSTEE" has the meaning set forth in the Recitals hereto.

     "2010 INTEREST PAYMENT DATE" has the meaning set forth in Section 1.04(c).

     "2014 INTEREST PAYMENT DATE" has the meaning set forth in Section 1.05(c).

     "2010 NOTES" has the meaning set forth in the Recitals hereto.

     "2014 NOTES" has the meaning set forth in the Recitals hereto.

     "2010 REDEMPTION PRICE" has the meaning set forth in Section 1.04(f).

     "2014 REDEMPTION PRICE" has the meaning set forth in Section 1.05(f).

     "2010 REGULAR RECORD DATE" has the meaning set forth in Section 1.04(c).

                                        4


     "2014 REGULAR RECORD DATE" has the meaning set forth in Section 1.05(c).

     SECTION 1.02.   CREATION OF THE NOTES.

            (a)   INITIAL NOTES. In accordance with Section 301 of the Original
Indenture, the Issuer hereby creates each of the Initial 2010 Notes and the
Initial 2014 Notes as a separate series of its securities issued pursuant to the
Indenture. The Initial 2010 Notes shall be issued initially in an aggregate
principal amount of $400,000,000 and the Initial 2014 Notes shall be issued
initially in an aggregate principal amount of $500,000,000, except as permitted
by Sections 304, 305 or 306 of the Original Indenture.

            (b)   EXCHANGE NOTES. In accordance with Section 301 of the Original
Indenture, the Issuer hereby creates each of the Exchange Notes as a separate
series of its securities issued pursuant to the Indenture. Each series of the
Exchange Notes is to be issued in exchange for the corresponding series of the
Initial Notes as provided in this Fourteenth Supplemental Indenture and the
Registration Rights Agreement. The Exchange 2010 Notes may be issued initially
in an aggregate principal amount of up to $400,000,000 (but in no event in
excess of the principal amount of the Initial 2010 Notes tendered in exchange
therefor in an Exchange Offer), except as permitted by Sections 304, 305 or 306
of the Original Indenture. The Exchange 2014 Notes may be issued initially in an
aggregate principal amount of up to $500,000,000 (but in no event in excess of
the principal amount of the Initial 2014 Notes tendered in exchange therefor in
an Exchange Offer), except as permitted by Sections 304, 305 or 306 of the
Original Indenture.

     SECTION 1.03.   FORM OF THE NOTES.

            (a)   The Initial Notes shall be in the form of Exhibit A, Exhibit B
or Exhibit C hereto, as applicable, and the Exchange Notes shall be in the form
of Exhibit D or Exhibit E hereto, as applicable.

            (b)   Initial Notes offered and sold to QIBs in reliance on Rule
144A as provided in the Purchase Agreement shall be issued in book-entry form
and shall be represented by a single, permanent global note in fully registered
form, without coupons, substantially in the form of Exhibit A hereto and shall
bear the legends set forth in Section 5.01(a) and Section 5.01(b) (the "Initial
Restricted Global Note"). Upon issuance, the Initial Restricted Global Note
shall be registered in the name of "Cede & Co.," as nominee of DTC, duly
executed by the Operating Partnership and authenticated by the Trustee and
deposited with or on behalf of DTC.

            (c)   Initial Notes offered and sold to Non-U.S. Persons in reliance
on Regulation S as provided in the Purchase Agreement shall be issued in
book-entry form and shall be represented by a single, permanent global note in
definitive, fully registered form, without coupons, substantially in the form of
Exhibit B hereto and shall bear the legends set forth in Section 5.01(a) and
Section 5.01(b) (the "Initial Regulation S Global Note," and together with the
Initial Restricted Global Note, the "Initial Global Notes"). Upon issuance, the
Initial Regulation S Global Note shall be registered in the name of "Cede &
Co.," as nominee for DTC, duly executed by the Operating Partnership and
authenticated by the Trustee and deposited with or on behalf of DTC for the
accounts of Euroclear or Clearstream Banking. Interests in the Initial
Regulation S Global Note may only be held through Euroclear or Clearstream
Banking.

            (d)   Initial Notes offered and sold to Institutional Accredited
Investors that are not QIBS or Non-U.S. Persons as provided in the Purchase
Agreement shall be issued in definitive, fully registered certificated form,
without coupons, substantially in the form of Exhibit C hereto and shall bear
the legends set forth in Section 5.01(a) hereof (the "Initial Certificated
Notes"). Upon issuance, any such

                                        5


Initial Certificated Note or the transfer thereof shall be duly executed by the
Operating Partnership and authenticated by the Trustee. Upon the registration of
the transfer of any Initial Certificated Note to a QIB or Non-U.S. Person, such
Initial Certificated Note shall be exchanged for a beneficial interest in the
applicable Initial Global Note. Except as provided in Section 4.01(b), interests
in an Initial Global Note may not be exchanged for Initial Certificated Notes
and the Operating Partnership waives any discretionary right it may otherwise
have to cause the Notes to be issued in certificated form.

            (e)   In the event all or a portion of the Initial Notes of any
series are tendered in an Exchange Offer, such Notes or the portions thereof
being exchanged shall be exchanged for a single, permanent global note in
definitive, fully registered form, without coupons, substantially in the form of
Exhibit D hereto (the "Exchange Global Notes") and shall bear the legends set
forth in Section 5.01(c) hereof. Upon issuance, each Exchange Global Note shall
be registered in the name of "Cede & Co.," as nominee of DTC, duly executed by
the Operating Partnership and authenticated by the Trustee and deposited with or
on behalf of DTC. Except as provided in Section 4.01(b), Exchange Certificated
Notes shall not be issued and the Operating Partnership waives any discretionary
right it may otherwise have to cause the Notes to be issued in certificated
form.

     SECTION 1.04.   TERMS AND CONDITIONS OF THE 2010 NOTES. The 2010 Notes
shall be governed by all the terms and conditions of the Original Indenture, as
supplemented by this Fourteenth Supplemental Indenture. In particular, the
following provisions shall be terms of the 2010 Notes:

            (a)   TITLE AND AGGREGATE PRINCIPAL AMOUNT. The title of the Initial
     2010 Notes and the Exchange 2010 Notes shall be as specified in the
     Recitals; and the aggregate principal amount of the Initial 2010 Notes and
     the Exchange 2010 Notes shall be as specified in Section 1.02 of this
     Fourteenth Supplemental Indenture, except as permitted by Sections 304, 305
     or 306 of the Original Indenture.

            (b)   STATED MATURITY. The 2010 Notes shall mature, and the unpaid
     principal thereon shall be payable, on August 15, 2010, subject to the
     provisions of the Original Indenture.

            (c)   INTEREST. The rate per annum at which interest shall be
     payable on the 2010 Notes shall be 4.875%. Interest on the 2010 Notes shall
     be payable semi-annually in arrears on each August 15 and February 15,
     commencing on February 15, 2005 (each, a "2010 Interest Payment Date"), and
     on the Stated Maturity as specified in Section 1.04(b) of this Fourteenth
     Supplemental Indenture, to the Persons in whose names the applicable 2010
     Notes are registered in the Security Register applicable to the 2010 Notes
     at the close of business on the 15th calendar day immediately prior to such
     payment date regardless of whether such day is a Business Day (each, a
     "2010 Regular Record Date"). Interest on the 2010 Notes shall be computed
     on the basis of a 360-day year of twelve 30-day months. Interest on the
     2010 Notes shall accrue from August 11, 2004.

            If an Initial 2010 Note is exchanged in an Exchange Offer prior to
     the Regular Record Date for the first Interest Payment Date following such
     exchange, accrued and unpaid interest, if any, on such 2010 Note, up to but
     not including the date of issuance of the Exchange 2010 Note(s) issued in
     exchange for such Initial 2010 Note, shall be paid on the first Interest
     Payment Date for such Exchange 2010 Note(s) to the Holder or Holders of
     such Exchange 2010 Note(s) on the first Regular Record Date with respect to
     such Exchange 2010 Note(s). If such Initial 2010 Note is exchanged in an
     Exchange Offer subsequent to the Regular Record Date for the first Interest
     Payment Date following such exchange but on or prior to such Interest
     Payment Date, then any such accrued and unpaid interest with respect to
     such Initial 2010 Note and any accrued and unpaid interest on the Exchange
     2010 Note(s) issued in exchange for such Initial 2010 Note,

                                        6


     through the day before such Interest Payment Date, shall be paid on such
     Interest Payment Date to the Holder of such Initial 2010 Note on such
     Regular Record Date.

            (d)   REGISTRATION RIGHTS. The Holders of the Initial 2010 Notes
     shall be entitled to the benefits of the Registration Rights Agreement, as
     described in Article III hereof.

            (e)   SPECIAL INTEREST PREMIUM. If the Operating Partnership fails
     to comply with certain provisions of the Registration Rights Agreement,
     then a Special Interest Premium shall become payable in respect of the 2010
     Notes as provided in Article III hereof.

            (f)   SINKING FUND, REDEMPTION OR REPAYMENT. No sinking fund shall
     be provided for the 2010 Notes and the 2010 Notes shall not be repayable at
     the option of the Holders thereof prior to Stated Maturity. The 2010 Notes
     may be redeemed at any time at the option of the Issuer, in whole or from
     time to time in part, at a redemption price equal to the sum of (i) 100% of
     the principal amount of the 2010 Notes being redeemed plus accrued interest
     thereon to the Redemption Date and (ii) the Make-Whole Amount, if any, with
     respect to such 2010 Notes (collectively, the "2010 Redemption Price"), all
     in accordance with the provisions of Article XI of the Original Indenture.

            If notice of redemption has been given as provided in the Original
     Indenture and funds for the redemption of any 2010 Notes called for
     redemption shall have been made available on the Redemption Date referred
     to in such notice, such 2010 Notes shall cease to bear interest on the
     Redemption Date and the only right of the Holders of the 2010 Notes from
     and after the Redemption Date shall be to receive payment of the Redemption
     Price upon surrender of such 2010 Notes in accordance with such notice.

            (g)   REGISTRATION AND FORM. The 2010 Notes shall be issuable as
     Registered Securities as provided in Section 1.03 of this Fourteenth
     Supplemental Indenture. Initial 2010 Notes shall be issued and may be
     transferred only in minimum denominations of $1,000 ($100,000 for
     Institutional Accredited Investors) and integral multiples of $1,000 in
     excess thereof. Exchange 2010 Notes shall be issued in minimum
     denominations of $1,000 ($100,000 for Institutional Accredited Investors)
     and integral multiples of $1,000 in excess thereof. All payments of
     principal and interest in respect of the 2010 Notes shall be made by the
     Issuer in immediately available funds.

            (h)   DEFEASANCE AND COVENANT DEFEASANCE. The provisions for
     defeasance in Section 1402 of the Original Indenture, and the provisions
     for covenant defeasance (which provisions shall apply, without limitation,
     to the covenants set forth in Article II of this Fourteenth Supplemental
     Indenture) in Section 1403 of the Original Indenture, shall be applicable
     to the 2010 Notes.

            (i)   MAKE-WHOLE AMOUNT PAYABLE UPON ACCELERATION. Upon any
     acceleration of the Stated Maturity of the 2010 Notes in accordance with
     Section 502 of the Original Indenture, the Make-Whole Amount on the 2010
     Notes shall become immediately due and payable, subject to the terms and
     conditions of the Indenture.

            (j)   FURTHER ISSUES. The Issuer may, from time to time, without the
     consent of the Holders, create and issue further securities having the same
     terms and conditions as the 2010 Notes in all respects, except for issue
     date, issue price and the first payment of interest thereon. Additional
     2010 Notes issued in this manner shall be consolidated with and shall form
     a single series with the previously outstanding 2010 Notes. Notice of any
     such issuance shall be given to

                                        7


     the Trustee and a new supplemental indenture shall be executed in
     connection with the issuance of such securities.

            (k)   OTHER TERMS AND CONDITIONS. The 2010 Notes shall have such
     other terms and conditions as provided in the forms thereof attached as
     Exhibits A, B, C, D and E hereto.

     SECTION 1.05.   TERMS AND CONDITIONS OF THE 2014 NOTES. The 2014 Notes
shall be governed by all the terms and conditions of the Original Indenture, as
supplemented by this Fourteenth Supplemental Indenture. In particular, the
following provisions shall be terms of the 2014 Notes:

            (a)   TITLE AND AGGREGATE PRINCIPAL AMOUNT. The title of the Initial
     2014 Notes and the Exchange 2014 Notes shall be as specified in the
     Recitals; and the aggregate principal amount of the Initial 2014 Notes and
     the Exchange 2014 Notes shall be as specified in Section 1.02 of this
     Fourteenth Supplemental Indenture, except as permitted by Sections 304, 305
     or 306 of the Original Indenture.

            (b)   STATED MATURITY. The 2014 Notes shall mature, and the unpaid
     principal thereon shall be payable, on August 15, 2014, subject to the
     provisions of the Original Indenture.

            (c)   INTEREST. The rate per annum at which interest shall be
     payable on the 2014 Notes shall be 5.625%. Interest on the 2014 Notes shall
     be payable semi-annually in arrears on each August 15 and February 15,
     commencing on February 15, 2005 (each, a "2014 Interest Payment Date"), and
     on the Stated Maturity as specified in Section 1.04(b) of this Fourteenth
     Supplemental Indenture, to the Persons in whose names the applicable 2014
     Notes are registered in the Security Register applicable to the 2014 Notes
     at the close of business on the 15th calendar day immediately prior to such
     payment date regardless of whether such day is a Business Day (each, a
     "2014 Regular Record Date"). Interest on the 2014 Notes shall be computed
     on the basis of a 360-day year of twelve 30-day months. Interest on the
     2014 Notes shall accrue from August 11, 2004.

            If an Initial 2014 Note is exchanged in an Exchange Offer prior to
     the Regular Record Date for the first Interest Payment Date following such
     exchange, accrued and unpaid interest, if any, on such 2014 Note, up to but
     not including the date of issuance of the Exchange 2014 Note(s) issued in
     exchange for such Initial 2014 Note, shall be paid on the first Interest
     Payment Date for such Exchange 2014 Note(s) to the Holder or Holders of
     such Exchange 2014 Note(s) on the first Regular Record Date with respect to
     such Exchange 2014 Note(s). If such Initial 2014 Note is exchanged in an
     Exchange Offer subsequent to the Regular Record Date for the first Interest
     Payment Date following such exchange but on or prior to such Interest
     Payment Date, then any such accrued and unpaid interest with respect to
     such Initial 2014 Note and any accrued and unpaid interest on the Exchange
     2014 Note(s) issued in exchange for such Initial 2014 Note, through the day
     before such Interest Payment Date, shall be paid on such Interest Payment
     Date to the Holder of such Initial 2014 Note on such Regular Record Date.

            (d)   REGISTRATION RIGHTS. The Holders of the Initial 2014 Notes
     shall be entitled to the benefits of the Registration Rights Agreement, as
     described in Article III hereof.

            (e)   SPECIAL INTEREST PREMIUM. If the Operating Partnership fails
     to comply with certain provisions of the Registration Rights Agreement,
     then a Special Interest Premium shall become payable in respect of the 2014
     Notes as provided in Article III hereof.

                                        8


            (f)   SINKING FUND, REDEMPTION OR REPAYMENT. No sinking fund shall
     be provided for the 2014 Notes and the 2014 Notes shall not be repayable at
     the option of the Holders thereof prior to Stated Maturity. The 2014 Notes
     may be redeemed at any time at the option of the Issuer, in whole or from
     time to time in part, at a redemption price equal to the sum of (i) 100% of
     the principal amount of the 2014 Notes being redeemed plus accrued interest
     thereon to the Redemption Date and (ii) the Make-Whole Amount, if any, with
     respect to such 2014 Notes (collectively, the "Redemption Price"), all in
     accordance with the provisions of Article XI of the Original Indenture.

            If notice of redemption has been given as provided in the Original
     Indenture and funds for the redemption of any 2014 Notes called for
     redemption shall have been made available on the Redemption Date referred
     to in such notice, such 2014 Notes shall cease to bear interest on the
     Redemption Date and the only right of the Holders of the 2014 Notes from
     and after the Redemption Date shall be to receive payment of the Redemption
     Price upon surrender of such 2014 Notes in accordance with such notice.

            (g)   REGISTRATION AND FORM. The 2014 Notes shall be issuable as
     Registered Securities as provided in Section 1.03 of this Fourteenth
     Supplemental Indenture. Initial 2014 Notes shall be issued and may be
     transferred only in minimum denominations of $1,000 ($100,000 for
     Institutional Accredited Investors) and integral multiples of $1,000 in
     excess thereof. Exchange 2014 Notes shall be issued in minimum
     denominations of $1,000 ($100,000 for Institutional Accredited Investors)
     and integral multiples of $1,000 in excess thereof. All payments of
     principal and interest in respect of the 2014 Notes shall be made by the
     Issuer in immediately available funds.

            (h)   DEFEASANCE AND COVENANT DEFEASANCE. The provisions for
     defeasance in Section 1402 of the Original Indenture, and the provisions
     for covenant defeasance (which provisions shall apply, without limitation,
     to the covenants set forth in Article II of this Fourteenth Supplemental
     Indenture) in Section 1403 of the Original Indenture, shall be applicable
     to the 2014 Notes.

            (i)   MAKE-WHOLE AMOUNT PAYABLE UPON ACCELERATION. Upon any
     acceleration of the Stated Maturity of the 2014 Notes in accordance with
     Section 502 of the Original Indenture, the Make-Whole Amount on the 2014
     Notes shall become immediately due and payable, subject to the terms and
     conditions of the Indenture.

            (j)   FURTHER ISSUES. The Issuer may, from time to time, without the
     consent of the Holders, create and issue further securities having the same
     terms and conditions as the 2014 Notes in all respects, except for issue
     date, issue price and the first payment of interest thereon. Additional
     2014 Notes issued in this manner shall be consolidated with and shall form
     a single series with the previously outstanding 2014 Notes. Notice of any
     such issuance shall be given to the Trustee and a new supplemental
     indenture shall be executed in connection with the issuance of such
     securities.

            (k)   OTHER TERMS AND CONDITIONS. The 2014 Notes shall have such
     other terms and conditions as provided in the forms thereof attached as
     Exhibits A, B, C, D and E hereto.

                                        9


                                   ARTICLE II

                    COVENANTS FOR BENEFIT OF HOLDERS OF NOTES

     SECTION 2.01.   COVENANTS FOR BENEFIT OF HOLDERS OF NOTES. The Operating
Partnership covenants and agrees, for the benefit of the Holders of the Notes,
as follows:

            (a)   LIMITATIONS ON INCURRENCE OF DEBT. The Operating Partnership
shall not, and shall not permit any Subsidiary to, incur any Debt (as defined
below), other than Intercompany Debt (as defined below), if, immediately after
giving effect to the incurrence of such additional Debt, the aggregate principal
amount of all outstanding Debt would be greater than 60% of the sum of (i) the
Operating Partnership's Adjusted Total Assets (as defined below) as of the end
of the fiscal quarter prior to the incurrence of such additional Debt and (ii)
any increase in Adjusted Total Assets from the end of such quarter including,
without limitation, any pro forma increase from the application of the proceeds
of such additional Debt.

            In addition, the Operating Partnership shall not, and shall not
permit any Subsidiary to, incur any additional Secured Debt (as defined below),
if, immediately after giving effect to the incurrence of such additional Secured
Debt, the aggregate principal amount of all outstanding Secured Debt is greater
than 55% of the sum of (i) the Operating Partnership's Adjusted Total Assets as
of the end of the fiscal quarter prior to the incurrence of such additional
Secured Debt and (ii) any increase in Adjusted Total Assets from the end of such
quarter including, without limitation, any pro forma increase from the
application of the proceeds of such additional Secured Debt.

            In addition, the Operating Partnership shall not, and shall not
permit any Subsidiary to, incur any Debt if the ratio of Annualized EBITDA After
Minority Interest to Interest Expense (in each case as defined below) for the
period consisting of the four consecutive fiscal quarters most recently ended
prior to the date on which such additional Debt is to be incurred shall have
been less than 1.75 to 1.00 on a pro forma basis after giving effect to the
incurrence of such Debt and to the application of the proceeds therefrom, and
calculated on the assumption that (i) such Debt and any other Debt incurred
since the first day of such four-quarter period had been incurred, and the
proceeds therefrom had been applied (to whatever purposes such proceeds had been
applied as of the date of calculation of such ratio), at the beginning of such
period, (ii) any other Debt that has been repaid or retired since the first day
of such four-quarter period had been repaid or retired at the beginning of such
period (except that, in making such computation, the amount of Debt under any
revolving credit facility shall be computed based upon the average daily balance
of such Debt during such period), (iii) any income earned as a result of any
assets having been placed in service since the end of such four-quarter period
had been earned, on an annualized basis, during such period, and (iv) in the
case of any acquisition or disposition by the Operating Partnership, any
Subsidiary or any unconsolidated joint venture in which the Operating
Partnership or any Subsidiary owns an interest, of any assets since the first
day of such four-quarter period, including, without limitation, by merger, stock
purchase or sale, or asset purchase or sale, such acquisition or disposition and
any related repayment of Debt had occurred as of the first day of such period
with the appropriate adjustments with respect to such acquisition or disposition
being included in such pro forma calculation.

            For purposes of the foregoing provisions regarding the limitation on
the incurrence of Debt, Debt shall be deemed to be "incurred" by the Operating
Partnership, its Subsidiaries and by any unconsolidated joint venture, whenever
the Operating Partnership, any Subsidiary or any unconsolidated joint venture,
as the case may be, shall create, assume, guarantee or otherwise become liable
in respect thereof.

                                       10


            (b)   MAINTENANCE OF UNENCUMBERED ASSETS. The Operating Partnership
is required to maintain Unencumbered Assets (as defined below) of not less than
150% of the aggregate outstanding principal amount of the Unsecured Debt (as
defined below) of the Operating Partnership.

     SECTION 2.02.   DEFINITIONS. As used herein:

     "ADJUSTED TOTAL ASSETS" as of any date means the sum of (i) the amount
determined by multiplying the sum of the shares of common stock of SPG
Properties, Inc., a Maryland corporation ("Old SPG"), issued in the initial
public offering of Old SPG (the "IPO") and the units of SPG, LP not held by Old
SPG outstanding on the date of the IPO, by $22.25 (the "IPO Price"), (ii) the
principal amount of the outstanding consolidated debt of Old SPG on the date of
the IPO, less any portion applicable to minority interests, (iii) the Operating
Partnership's allocable portion, based on its ownership interest, of outstanding
indebtedness of unconsolidated joint ventures on the date of the IPO, (iv) the
purchase price or cost of any real estate assets acquired (including the value,
at the time of such acquisition, of any units of the Operating Partnership or
shares of common stock of the Company or Old SPG issued in connection therewith)
or developed after the IPO by the Operating Partnership or any Subsidiary, less
any portion attributable to minority interests, plus the Operating Partnership's
allocable portion, based on its ownership interest, of the purchase price or
cost of any real estate assets acquired or developed after the IPO by any
unconsolidated joint venture, (v) the value of the DRC Merger (as defined below)
computed as the sum of (a) the purchase price including all related closing
costs and (b) the value of all outstanding indebtedness assumed in the DRC
Merger less any portion attributable to minority interests, including the
Operating Partnership's allocable portion, based on its ownership interest, of
outstanding indebtedness of unconsolidated joint ventures assumed in the DRC
Merger at the DRC Merger date, and (vi) working capital of the Operating
Partnership; subject, however, to reduction by the amount of the proceeds of any
real estate assets disposed of after the IPO by the Operating Partnership or any
Subsidiary, less any portion applicable to minority interests, and by the
Operating Partnership's allocable portion, based on its ownership interest, of
the proceeds of any real estate assets disposed of after the IPO by
unconsolidated joint ventures.

     "ANNUALIZED EBITDA" means earnings before interest, taxes, depreciation and
amortization for all properties with other adjustments as are necessary to
exclude the effect of items classified as extraordinary items in accordance with
generally accepted accounting principles, adjusted to reflect the assumption
that (i) any income earned as a result of any assets having been placed in
service since the end of such period had been earned, on an annualized basis,
during such period, and (ii) in the case of any acquisition or disposition by
the Operating Partnership, any Subsidiary or any unconsolidated joint venture in
which the Operating Partnership or any Subsidiary owns an interest, of any
assets since the first day of such period, such acquisition or disposition and
any related repayment of Debt had occurred as of the first day of such period
with the appropriate adjustments with respect to such acquisition or
disposition.

     "ANNUALIZED EBITDA AFTER MINORITY INTEREST" means Annualized EBITDA after
distributions to third party joint venture partners.

     "COMPANY" means Simon Property Group, Inc., a Delaware corporation and the
sole general partner of the Operating Partnership.

     "DEBT" means any indebtedness of the Operating Partnership and its
Subsidiaries on a consolidated basis, less any portion attributable to minority
interests, plus the Operating Partnership's allocable portion, based on its
ownership interest, of indebtedness of unconsolidated joint ventures, in respect
of (i) borrowed money evidenced by bonds, notes, debentures or similar
instruments, as determined in accordance with generally accepted accounting
principles, (ii) indebtedness secured by any

                                       11


mortgage, pledge, lien, charge, encumbrance or any security interest existing on
property owned by the Operating Partnership or any Subsidiary directly, or
indirectly through unconsolidated joint ventures, as determined in accordance
with generally accepted accounting principles, (iii) reimbursement obligations,
contingent or otherwise, in connection with any letters of credit actually
issued or amounts representing the balance deferred and unpaid of the purchase
price of any property, except any such balance that constitutes an accrued
expense or trade payable and (iv) any lease of property by the Operating
Partnership or any Subsidiary as lessee which is reflected in the Operating
Partnership's consolidated balance sheet as a capitalized lease or any lease of
property by an unconsolidated joint venture as lessee which is reflected in such
joint venture's balance sheet as a capitalized lease, in each case, in
accordance with generally accepted accounting principles; provided, that Debt
also includes, to the extent not otherwise included, any obligation by the
Operating Partnership or any Subsidiary to be liable for, or to pay, as obligor,
guarantor or otherwise, items of indebtedness of another Person (other than the
Operating Partnership or any Subsidiary) described in clauses (i) through (iv)
above (or, in the case of any such obligation made jointly with another Person,
the Operating Partnership's or Subsidiary's allocable portion of such obligation
based on its ownership interest in the related real estate assets).

     "DRC MERGER" means the merger of Old SPG and DeBartolo Realty Corporation
and related transactions consummated on August 9, 1996, pursuant to the
Agreement and Plan of Merger between Old SPG and DeBartolo Realty Corporation.

     "INTERCOMPANY DEBT" means Debt to which the only parties are the Company,
the Operating Partnership and any of their Subsidiaries (but only so long as
such Debt is held solely by any of the Company, the Operating Partnership and
any Subsidiary) that is subordinate in right of payment to the Notes.

     "INTEREST EXPENSE" includes the Operating Partnership's pro rata share of
joint venture interest expense and is reduced by amortization of debt issuance
costs.

     "SECURED DEBT" means Debt secured by any mortgage, lien, pledge,
encumbrance or security interest of any kind upon any of the property of the
Operating Partnership or any Subsidiary, whether owned at the date of the
Original Indenture or thereafter acquired.

     "SPG LP" means Simon Property Group, L.P., a predecessor subsidiary of the
Operating Partnership which, effective December 31, 1997, was merged into the
Operating Partnership.

     "UNENCUMBERED ANNUALIZED EBITDA AFTER MINORITY INTEREST" means Annualized
EBITDA After Minority Interest less any portion thereof attributable to assets
serving as collateral for Secured Debt.

     "UNENCUMBERED ASSETS" as of any date shall be equal to Adjusted Total
Assets as of such date multiplied by a fraction, the numerator of which is
Unencumbered Annualized EBITDA After Minority Interest and the denominator of
which is Annualized EBITDA After Minority Interest.

     "UNSECURED DEBT" means Debt which is not secured by any mortgage, lien,
pledge, encumbrance or security interest of any kind.

                                       12


                                   ARTICLE III

                               REGISTRATION RIGHTS

     SECTION 3.01.   REGISTRATION RIGHTS AGREEMENT.

            (a)   The Operating Partnership shall enter into the Registration
Rights Agreement with the Initial Purchasers for the benefit of the Holders of
the Notes wherein the Operating Partnership shall agree, for the benefit of the
Holders of the Notes, to use its reasonable best efforts (i) to file with the
Commission within 120 calendar days after the date on which the Operating
Partnership delivers the Notes to the Initial Purchasers (the "Closing Date") a
registration statement (the "Exchange Offer Registration Statement") with
respect to the Exchange Notes and (ii) to cause the Exchange Offer Registration
Statement to be declared effective under the Securities Act within 165 calendar
days after the Closing Date. Promptly after the Exchange Offer Registration
Statement has been declared effective, the Operating Partnership shall offer to
the Holders the opportunity to exchange all their Notes of a series for Exchange
Notes of the same series pursuant to the Exchange Offer. The Operating
Partnership shall keep the Exchange Offer open for not less than 30 calendar
days (or longer, if required by applicable law) after the date on which the
notice of the Exchange Offer is mailed to the Holders of the Notes but shall, in
any event, use its reasonable best efforts to cause the Exchange Offer to be
consummated within 210 days of the Closing Date. For each Note validly tendered
to the Operating Partnership pursuant to the Exchange Offer, the Holder of such
Note shall receive an Exchange Note of the same series having a principal amount
equal to the principal amount of the tendered Note.

            (b)   Each Holder of the Notes (other than certain specified
Holders) that wishes to exchange the Notes for Exchange Notes in the Exchange
Offer shall be required to represent that (i) it is not an Affiliate of the
Operating Partnership, (ii) the Exchange Notes to be received by it were
acquired in the ordinary course of its business and (iii) at the time of the
Exchange Offer, it has no arrangement with any Person to participate in the
distribution (within the meaning of the Securities Act) of the Exchange Notes.

            (c)   The Registration Rights Agreement also shall provide that if,
(i) because of any change in law or in currently prevailing interpretations of
the staff of the Commission, the Operating Partnership is not permitted to
effect the Exchange Offer, (ii) the Exchange Offer is not consummated within 210
days of the Closing Date, or (iii) in the case of any Holder that participates
in the Exchange Offer, such Holder does not receive Exchange Notes on the date
of the exchange that may be sold without restriction under state and federal
securities laws (other than due solely to the status of such Holder as an
affiliate of the Operating Partnership within the meaning of the Securities Act
or as a broker-dealer), then in each case, the Operating Partnership shall (x)
promptly deliver to the Holders written notice thereof and (y) at the Operating
Partnership's sole expense (a) as promptly as practicable (but in no event more
than 60 days after so required or requested pursuant to the Registration Rights
Agreement), file a shelf registration statement covering resales of the Notes
(the "Shelf Registration Statement"), (b) use its reasonable best efforts to
cause the Shelf Registration Statement to be declared effective under the
Securities Act and (c) use its reasonable best efforts to keep effective the
Shelf Registration Statement until the earlier of two years (or, if Rule 144(k)
is amended to provide a shorter restrictive period, the end of such shorter
period) after the Closing Date or such time as all of the applicable Notes have
been sold thereunder. The Operating Partnership shall, if a Shelf Registration
Statement is filed, provide to each Holder of the Notes copies of the prospectus
that is a part of the Shelf Registration Statement, notify each such Holder when
the Shelf Registration Statement for the Notes has become effective and take
certain other actions as are required to permit unrestricted resales of the
Notes. A Holder that sells Notes pursuant to the Shelf Registration Statement
shall be required to be named as a selling security Holder in the related
prospectus, to provide information related thereto and to deliver such
prospectus to purchasers,

                                       13


shall be subject to certain of the civil liability provisions under the
Securities Act in connection with such sales and shall be bound by the
provisions of the Registration Rights Agreement that are applicable to such a
Holder (including certain indemnification rights and obligations).

     SECTION 3.02.   SPECIAL INTEREST PREMIUM. If the Operating Partnership
fails to comply with certain provisions of the Registration Rights Agreement, in
each case as described below, then a special interest premium (the "Special
Interest Premium") shall become payable in respect of the Notes as follows:

            (a)   If (i) the Exchange Offer Registration Statement is not filed
     with the Commission on or prior to the 120th day following the Closing
     Date, (ii) the Exchange Offer Registration Statement is not declared
     effective on or prior to the 165th day following the Closing Date or (iii)
     the Exchange Offer is not consummated or the Shelf Registration Statement
     is not declared effective on or prior to the 210th day following the
     Closing Date, the Special Interest Premium shall accrue from and including
     the next day following each of (a) such 120-day period in the case of
     clause (i) above, (b) such 165-day period in the case of clause (ii) above
     and (c) such 210-day period in the case of clause (iii) above, in each case
     at a rate equal to 0.50% per annum. The aggregate amount of the Special
     Interest Premium payable pursuant to the above provisions shall in no event
     exceed 0.50% per annum. If the Exchange Offer Registration Statement is not
     declared effective on or prior to the 165th day following the Closing Date
     and the Operating Partnership shall request Holders of Notes to provide the
     information called for by the Registration Rights Agreement for inclusion
     in the Shelf Registration Statement, the Notes owned by Holders who do not
     deliver such information to the Operating Partnership when required
     pursuant to the Registration Rights Agreement shall not be entitled to any
     such increase in the interest rate for any day after the 210th day
     following the Closing Date. Upon (1) the filing of the Exchange Offer
     Registration Statement after the 120-day period described in clause (i),
     (2) the effectiveness of the Exchange Offer Registration Statement after
     the 165-day period described in clause (ii) above or (3) the consummation
     of the Exchange Offer or the effectiveness of a Shelf Registration
     Statement, as the case may be, after the 210-day period described in clause
     (iii) above, the interest rate on each series of Notes from the date of
     such effectiveness or consummation, as the case may be, shall be reduced to
     the original interest rate provided for herein for such series of Notes.

            (b)   If a Shelf Registration Statement is declared effective, and
     if the Operating Partnership fails to keep such Shelf Registration
     Statement continuously (x) effective or (y) useable for resales for the
     period required by the Registration Rights Agreement due to certain
     circumstances relating to pending corporate developments, public filings
     with the Commission and similar events, or because the prospectus contains
     an untrue statement of a material fact or omits to state a material fact
     required to be stated therein or necessary in order to make the statements
     therein not misleading, and such failure continues for more than 60 days
     (whether or not consecutive) in any 12-month period (the 61st day being
     referred to as the "Default Day"), then from the Default Day until the
     earlier of (i) the date that the Shelf Registration Statement is again
     deemed effective or is useable, (ii) the date that is the second
     anniversary of the Closing Date (or, if Rule 144(k) is amended to provide a
     shorter restrictive period, the end of such shorter period) or (iii) the
     date as of which all of the Notes are sold pursuant to the Shelf
     Registration Statement, the Special Interest Premium shall accrue at a rate
     equal to 0.50% per annum.

     SECTION 3.03.   LEGEND. Each Note shall contain a legend to the effect that
the Holder thereof, by its acceptance thereof, shall be deemed to have agreed to
be bound by the provisions of the Registration Rights Agreement. Such legend
shall be in the form set forth in Section 5.01(a) hereof.

                                       14


                                   ARTICLE IV

                              TRANSFER AND EXCHANGE

     SECTION 4.01.   TRANSFER AND EXCHANGE.

            (a)   By its acceptance of any Initial Note represented by a
certificate bearing the legend set forth in Section 5.01(a) hereof (the "Private
Placement Legend"), each Holder of, and beneficial bearer of an interest in,
such Initial Note acknowledges the restrictions on transfer of such Initial Note
and agrees that it shall transfer such Initial Note only in accordance with such
restrictions. Each purchaser (other than the Initial Purchasers) of the Notes
and each Person to whom the Notes are transferred shall, prior to the Resale
Restriction Termination Date (as defined in the Private Placement Legend), be
deemed to have acknowledged, represented and agreed to the matters and
restrictions on transfer described under the heading "Notice to Investors" in
the Offering Memorandum of the Operating Partnership, dated August 4, 2004,
relating to the Initial Notes. Upon the registration of transfer, exchange or
replacement of an Initial Note not bearing the Private Placement Legend, the
Trustee shall deliver an Initial Note or Initial Notes that do not bear the
Private Placement Legend. Upon the registration of transfer, exchange or
replacement of an Initial Note bearing the Private Placement Legend, the Trustee
shall deliver an Initial Note or Initial Notes bearing the Private Placement
Legend, unless such legend may be removed from such Note as provided in this
Section 4.01(a). If the Private Placement Legend has been removed from an
Initial Note, as provided herein, no other Initial Note issued in exchange for
all or any part of such Initial Note shall bear such legend, unless the
Operating Partnership has reasonable cause to believe that such other Initial
Note represents a "restricted security" within the meaning of Rule 144 under the
Securities Act and instructs the Trustee in writing to cause a legend to appear
thereon. Each Initial Note shall bear the Private Placement Legend unless and
until:

                  (i)   a transfer of such Initial Note is made pursuant to an
     effective Shelf Registration Statement, in which case the Private Placement
     Legend shall be removed from such Initial Note so transferred at the
     request of the Holder; or

                  (ii)  there is delivered to the Operating Partnership such
     satisfactory evidence, which may include an opinion of independent counsel
     licensed to practice law in the State of New York, as may reasonably be
     requested by the Operating Partnership confirming that neither such legend
     nor the restrictions on transfer set forth therein are required to ensure
     that transfers of such Initial Note shall not violate the registration and
     prospectus delivery requirements of the Securities Act; PROVIDED, that the
     Trustee shall not be required to determine (but may rely on a determination
     made by the Operating Partnership with respect to) the sufficiency of any
     such evidence; and upon written direction of the Operating Partnership, the
     Trustee shall authenticate and deliver in exchange for such Initial Note,
     an Initial Note or Initial Notes representing the same aggregate principal
     amount of the Initial Note being exchanged) without such legend.

            (b)   The Initial Global Note or Exchange Global Note, as the case
may be, shall be exchanged by the Operating Partnership for one or more Initial
Certificated Notes or Exchange Certificated Notes, as applicable, if (i) DTC (1)
has notified the Operating Partnership that it is unwilling or unable to
continue as, or ceases to be, a clearing agency registered under Section 17A of
the Exchange Act and (2) a successor to DTC registered as a clearing agency
under Section 17A of the Exchange Act is not able to be appointed by the
Operating Partnership within 90 calendar days or (ii) DTC is at any time
unwilling or unable to continue as depositary and the Operating Partnership is
not able to appoint a successor to DTC within 90 calendar days. If an Event of
Default occurs and is continuing, the Operating Partnership shall, at the
request of the Trustee or the Holder thereof, exchange all or part of the
Initial Global Note or Exchange Global Note, as the case may be, for one or more
Initial Certificated Notes or

                                       15


Exchange Certificated Notes, as applicable. Whenever a Global Note is exchanged
for one or more Initial Certificated Notes or Exchange Certificated Notes, as
the case may be, it shall be surrendered by the Holder thereof to the Trustee
and cancelled by the Trustee. All Initial Certificated Notes or Exchange
Certificated Notes issued in exchange for a Global Note or a portion thereof
shall be registered in such names, and delivered, as DTC shall instruct the
Trustee. Any Initial Certificated Notes issued pursuant to this Section 4.01(b)
shall include the Private Placement Legend, except as set forth in Section
4.01(a) hereof.

            (c)   Any Initial Notes that are presented to the Trustee for
exchange pursuant to an Exchange Offer shall be exchanged for Exchange Notes of
equal principal amount upon surrender to the Trustee in accordance with the
terms of the Exchange Offer. Whenever any Initial Notes are so surrendered for
exchange, the Operating Partnership shall execute, and the Trustee shall
authenticate and deliver to the surrendering Holder thereof, Exchange Notes in
the same aggregate principal amount as the Initial Notes so surrendered.

            (d)   Any Holder of a Global Note shall, by acceptance of such
Global Note, agree that transfers of beneficial interests in such Global Note
may be effected only through a book-entry system maintained by such Holder (or
its agent), and that ownership of a beneficial interest in the Notes represented
thereby shall be required to be reflected in book-entry form. Transfers of a
Global Note shall be limited to transfers in whole and not in part, to DTC, its
successors and their respective nominees. Interests of beneficial owners in a
Global Note shall be transferred in accordance with the rules and procedures of
DTC (or its successors).

                                    ARTICLE V

                                     LEGENDS

     SECTION 5.01.   LEGENDS. The following legends shall appear on each Initial
Note and each Exchange Note.

            (a)   Except as provided in Section 4.01(a) hereof, each Initial
     Note shall bear the following legends on the face thereof:

     THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR
     OTHER JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE
     REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
     DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION
     IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THIS NOTE WILL BE ISSUED
     AND MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $1,000 ($100,000
     FOR INSTITUTIONAL ACCREDITED INVESTORS) AND INTEGRAL MULTIPLES OF $1,000 IN
     EXCESS THEREOF.

     THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
     OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE "RESALE RESTRICTION
     TERMINATION DATE") WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE
     DATE OF THIS NOTE AND THE LAST DATE ON WHICH THE OPERATING PARTNERSHIP OR
     ANY AFFILIATE OF THE OPERATING PARTNERSHIP WAS THE OWNER OF THIS NOTE (OR
     ANY PREDECESSOR OF SUCH NOTE), ONLY (a) TO THE OPERATING PARTNERSHIP

                                       16


     OR ONE OF THE INITIAL PURCHASERS OR BY, THROUGH OR IN A TRANSACTION
     APPROVED BY, AN INITIAL PURCHASER, (b) PURSUANT TO A REGISTRATION STATEMENT
     WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (c) FOR SO LONG
     AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT
     REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE
     144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE
     ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE
     TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (d) INSIDE THE UNITED
     STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR (AS DEFINED IN RULE
     501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT) ACQUIRING THE
     SECURITIES FOR ITS OWN ACCOUNT OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH
     OTHERS MUST ALSO BE INSTITUTIONAL ACCREDITED INVESTORS UNLESS SUCH
     TRANSFEREE IS A BANK ACTING IN ITS FIDUCIARY CAPACITY) FOR INVESTMENT
     PURPOSES AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (e)
     PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES TO AN
     INSTITUTION THAT IS NOT A U.S. PERSON (AND WAS NOT PURCHASING FOR THE
     ACCOUNT OR BENEFIT OF A U.S. PERSON) WITHIN THE MEANING OF REGULATION S
     UNDER THE SECURITIES ACT, OR (f) PURSUANT TO ANOTHER AVAILABLE EXEMPTION
     FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH
     OF THE FOREGOING CASES, TO A CERTIFICATE OF TRANSFER IN THE FORM APPEARING
     ON THE OTHER SIDE OF THIS NOTE BEING COMPLETED AND DELIVERED BY THE
     TRANSFEROR AND, IF APPLICABLE, THE TRANSFEREE TO THE TRUSTEE. THIS LEGEND
     WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION
     TERMINATION DATE.

     THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE
     PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT RELATING TO ALL NOTES OF
     THE SERIES.

            (b)   In addition to the legends set forth in Section 4.01(a), each
     Initial Global Note shall also bear the following legends on the face
     thereof:

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
     DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR
     ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY
     CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
     NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT
     IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
     AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
     FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
     REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR
     NOTES IN CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT
     AS A WHOLE BY DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR
     ANOTHER NOMINEE OF DTC OR BY DTC OR

                                       17


     ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR.

            (c)   The Exchange Global Note shall bear the following legends on
     the face thereof:

     UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
     DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR
     ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY
     CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
     NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT
     IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
     AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
     FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
     REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR
     NOTES IN CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT
     AS A WHOLE BY DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR
     ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC
     OR A NOMINEE OF SUCH SUCCESSOR.

                                   ARTICLE VI

                                     TRUSTEE

     SECTION 6.01.   CORPORATE TRUST OFFICE. The Trustee is appointed as the
principal paying agent, transfer agent and registrar for the Notes and for the
purposes of Section 1002 of the Indenture. The Notes may be presented for
payment at the Corporate Trust Office of the Trustee or at any other agency as
may be appointed from time to time by the Operating Partnership in The City of
New York.

     SECTION 6.02.   RECITALS. The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Fourteenth Supplemental Indenture or the due execution thereof by the Issuer.
The recitals of fact contained herein shall be taken as the statements solely of
the Issuer and the Trustee assumes no responsibility for the correctness
thereof.

                                   ARTICLE VII

                            MISCELLANEOUS PROVISIONS

     SECTION 7.01.   RATIFICATION OF ORIGINAL INDENTURE. This Fourteenth
Supplemental Indenture is executed and shall be construed as an indenture
supplemental to the Original Indenture, and as supplemented and modified hereby,
the Original Indenture is in all respects ratified and confirmed, and the
Original Indenture and this Fourteenth Supplemental Indenture shall be read,
taken and construed as one and the same instrument.

     SECTION 7.02.   EFFECT OF HEADINGS. The Article and Section headings
herein are for convenience only and shall not affect the construction hereof.

                                       18


     SECTION 7.03.   SUCCESSORS AND ASSIGNS. All covenants and agreements
in this Fourteenth Supplemental Indenture by the Issuer shall bind its
successors and assigns, whether so expressed or not.

     SECTION 7.04.   SEPARABILITY CLAUSE. In case any one or more of the
provisions contained in this Fourteenth Supplemental Indenture shall for any
reason be held to be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

     SECTION 7.05.   GOVERNING LAW. This Fourteenth Supplemental Indenture shall
be governed by and construed in accordance with the laws of the State of New
York. This Fourteenth Supplemental Indenture is subject to the provisions of the
Trust Indenture Act that are required to be part of this Fourteenth Supplemental
Indenture and shall, to the extent applicable, be governed by such provisions.

     SECTION 7.06.   COUNTERPARTS. This Fourteenth Supplemental Indenture
may be executed in any number of counterparts, and each of such counterparts
shall for all purposes be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument.

                                       19


                                     * * * *

     IN WITNESS WHEREOF, the parties hereto have caused this Fourteenth
Supplemental Indenture to be duly executed all as of the date first above
written.


                                     SIMON PROPERTY GROUP, L.P.

                                     By:    Simon Property Group, Inc.,
                                            its General Partner


                                     By:    /s/  Stephen E. Sterrett
                                         ----------------------------------
                                         Name:   Stephen E. Sterrett
                                         Title:  Executive Vice President


                                     JPMORGAN CHASE BANK
                                       as Trustee


                                     By:    /s/  James D. Heaney
                                         ----------------------------------
                                         Name:   James D. Heaney
                                         Title:  Vice President



                                                                       EXHIBIT A

                     FORM OF INITIAL RESTRICTED GLOBAL NOTE

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION. THIS NOTE WILL BE ISSUED AND MAY BE TRANSFERRED ONLY
IN MINIMUM DENOMINATIONS OF $1,000 ($100,000 FOR INSTITUTIONAL ACCREDITED
INVESTORS) AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE "RESALE RESTRICTION
TERMINATION DATE") WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE
OF THIS NOTE AND THE LAST DATE ON WHICH THE OPERATING PARTNERSHIP OR ANY
AFFILIATE OF THE OPERATING PARTNERSHIP WAS THE OWNER OF THIS NOTE (OR ANY
PREDECESSOR OF SUCH NOTE), ONLY (a) TO THE OPERATING PARTNERSHIP OR ONE OF THE
INITIAL PURCHASERS OR BY, THROUGH OR IN A TRANSACTION APPROVED BY, AN INITIAL
PURCHASER, (b) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (c) FOR SO LONG AS THE NOTES ARE ELIGIBLE
FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (d) INSIDE THE UNITED STATES TO AN INSTITUTIONAL
ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE
SECURITIES ACT) ACQUIRING THE SECURITIES FOR ITS OWN ACCOUNT OR AS A FIDUCIARY
OR AGENT FOR OTHERS (WHICH OTHERS MUST ALSO BE INSTITUTIONAL ACCREDITED
INVESTORS UNLESS SUCH TRANSFEREE IS A BANK ACTING IN ITS FIDUCIARY CAPACITY) FOR
INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
(e) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES TO AN
INSTITUTION THAT IS NOT A U.S. PERSON (AND WAS NOT PURCHASING FOR THE ACCOUNT OR
BENEFIT OF A U.S. PERSON) WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, OR (f) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE
FOREGOING CASES, TO A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER
SIDE OF THIS NOTE BEING COMPLETED AND DELIVERED BY THE TRANSFEROR AND, IF
APPLICABLE, THE TRANSFEREE TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE
REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE
PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT RELATING TO ALL NOTES OF THE
SERIES.

                                       A-1


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.

UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF
DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH
SUCCESSOR.

REGISTERED                                                            REGISTERED
NO. [___]                                                       PRINCIPAL AMOUNT
CUSIP NO. [__________]                                $[400,000,000/500,000,000]


                           RESTRICTED GLOBAL SECURITY
                           SIMON PROPERTY GROUP, L.P.

                       [4.875/5.625]% NOTE DUE [2010/2014]

     Simon Property Group, L.P., a Delaware limited partnership (the "Issuer,"
which term includes any successor under the Indenture hereinafter referred to),
for value received, hereby promises to pay to Cede & Co. or its registered
assigns, the principal sum of [400,000,000/500,000,000] dollars on [August 15,
2010/August 15, 2014] (the "Maturity Date"), and to pay interest thereon from
August 11, 2004, semi-annually in arrears on August [15/15] and February [15/15]
of each year (each, an "Interest Payment Date"), commencing on February [15/15],
2005, and on the Maturity Date, at the rate of [4.875/5.625]% per annum, until
payment of said principal sum has been made or duly provided for.

     The interest so payable and punctually paid or duly provided for on any
Interest Payment Date and on the Maturity Date shall be paid to the Holder in
whose name this Note (or one or more predecessor Notes) is registered in the
Security Register applicable to this Note at the close of business on the
"Record Date" for such payment, which shall be the 15th calendar day immediately
prior to such payment date or the Maturity Date, as the case may be, regardless
of whether such day is a Business Day (as defined below). Any interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date, and may be paid to the Holder in whose name
this Note (or one or more predecessor Notes) is registered at the close of
business on a subsequent record date for the payment of such defaulted interest
(which shall be not less than 10 calendar days prior to the date of the payment
of such defaulted interest) established by notice given by mail by or on behalf
of the Issuer to the Holders of the Notes not less than 10 calendar days
preceding such subsequent record date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Notes may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in the Indenture (as defined below).
Interest on this Note shall be computed on the basis of a 360-day year of twelve
30-day months.

                                       A-2


     Interest payable on this Note on any Interest Payment Date and on the
Maturity Date, as the case may be, shall be the amount of interest accrued from
and including the immediately preceding Interest Payment Date (or from and
including August 11, 2004, in the case of the initial Interest Payment Date) to
but excluding the applicable Interest Payment Date or the Maturity Date, as the
case may be. If any date for the payment of principal, premium, if any, interest
on, or any other amount with respect to, this Note (each a "Payment Date") falls
on a day that is not a Business Day, the principal, premium, if any, or interest
payable with respect to such Payment Date shall be made on the next succeeding
Business Day with the same force and effect as if made on such Payment Date, and
no interest shall accrue on the amount so payable for the period from and after
such Payment Date to such next succeeding Business Day. "Business Day" means any
day, other than a Saturday or a Sunday on which banking institutions in New
York, New York are open for business.

     If this Note is exchanged in an Exchange Offer prior to the Record Date for
the first Interest Payment Date following such exchange, accrued and unpaid
interest, if any, on this Note, up to but not including the date of issuance of
the Note(s) issued in exchange (the "Exchange Note") for this Note, shall be
paid on the first Interest Payment Date for such Exchange Note(s) to the Holder
or Holders of such Exchange Note(s) on the first Record Date with respect to
such Exchange Note(s). If this Note is exchanged in an Exchange Offer subsequent
to the Record Date for the first Interest Payment Date following such exchange
but on or prior to the Interest Payment Date, then any such accrued and unpaid
interest with respect to this Note and any accrued and unpaid interest on the
Exchange Note(s) issued in exchange for this Note, through the day before such
Interest Payment Date, shall be paid on such Interest Payment Date to the Holder
of this Note on the Record Date.

     The Holder of this Note is entitled to the benefits of the Registration
Rights Agreement dated August 11, 2004 (the "Registration Rights Agreement")
among the Issuer and Citigroup Global Markets Inc., Deutsche Bank Securities
Inc., J.P. Morgan Securities Inc., Banc of America Securities LLC and Wachovia
Capital Markets, LLC (collectively, the "Initial Purchasers").

     If the Operating Partnership fails to comply with certain provisions of the
Registration Rights Agreement, in each case as described below, then a special
interest premium (the "Special Interest Premium") shall become payable in
respect of the Notes as follows:

     If (i) a registration statement with respect to the Exchange Notes (the
"Exchange Offer Registration Statement") is not filed with the Commission on or
prior to the 120th day following the Closing Date, (ii) the Exchange Offer
Registration Statement is not declared effective on or prior to the 165th day
following the Closing Date or (iii) the Exchange Offer is not consummated or the
shelf registration statement covering resales of the Notes (the "Shelf
Registration Statement") is not declared effective on or prior to the 210th day
following the Closing Date, the Special Interest Premium shall accrue from and
including the next day following each of (a) such 120-day period in the case of
clause (i) above, (b) such 165-day period in the case of clause (ii) above and
(c) such 210-day period in the case of clause (iii) above, in each case at a
rate equal to 0.50% per annum. The aggregate amount of the Special Interest
Premium payable pursuant to the above provisions shall in no event exceed 0.50%
per annum. If the Exchange Offer Registration Statement is not declared
effective on or prior to the 165th day following the Closing Date and the
Operating Partnership shall request the Holder of this Note to provide the
information called for by the Registration Rights Agreement for inclusion in the
Shelf Registration Statement and the Holder of this Note does not deliver such
information to the Operating Partnership when required pursuant to the
Registration Rights Agreement, then the Holder of this Note shall not be
entitled to any such increase in the interest rate for any day after the 210th
day following the Closing Date. Upon (1) the filing of the Exchange Offer
Registration statement after the 120-day period described in clause (i), (2) the
effectiveness of the Exchange Offer Registration Statement after the 165-day
period described in clause (ii) above or (3) the consummation of the Exchange
Offer or the effectiveness of a

                                       A-3


Shelf Registration Statement, as the case may be, after the 210-day period
described in clause (iii) above, the interest rate on this Note from the date of
such effectiveness or consummation, as the case may be, shall be reduced to the
original interest rate provided for herein.

     If a Shelf Registration Statement is declared effective, and if the
Operating Partnership fails to keep such Shelf Registration Statement
continuously (x) effective or (y) useable for resales for the period required by
the Registration Rights Agreement due to certain circumstances relating to
pending corporate developments, public filings with the Commission and similar
events, or because the prospectus contains an untrue statement of a material
fact or omits to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading, and such
failure continues for more than 60 days (whether or not consecutive) in any
12-month period (the 61st day being referred to as the "Default Day"), then from
the Default Day until the earlier of (i) the date that is the second anniversary
of the Closing Date (or, if Rule 144(k) of the Securities Act is amended to
provide a shorter restrictive period, the end of such shorter period) or (ii)
the date as of which this Note is sold pursuant to the Shelf Registration
Statement, the Special Interest Premium shall accrue at a rate equal to 0.50%
per annum.

     The principal of this Note payable on the Maturity Date shall be paid
against presentation and surrender of this Note at the office or agency of the
Issuer maintained for that purpose in The Borough of Manhattan, The City of New
York. The Issuer hereby initially designates the Corporate Trust Office of the
Trustee in The City of New York as the office to be maintained by it where Notes
may be presented for payment, registration of transfer or exchange, and where
notices to or demands upon the Issuer in respect of the Notes or the Indenture
referred to on the reverse hereof may be served.

     Payments of principal and interest in respect of this Note shall be made by
wire transfer of immediately available funds in such coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.

     Reference is made to the further provisions of this Note set forth on the
reverse hereof after the Trustee's Certificate of Authentication. Such further
provisions shall for all purposes have the same effect as though fully set forth
at this place.

     This Note shall not be entitled to the benefits of the Indenture or be
valid or obligatory for any purpose until the Certificate of Authentication
hereon shall have been signed by the Trustee under such Indenture.

     Capitalized terms used herein which are not otherwise defined shall have
the respective meanings assigned to them in the Indenture and the Fourteenth
Supplemental Indenture referred to herein.

                                       A-4


     IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed
manually or by facsimile by its authorized officers.

Dated: August 11, 2004

                                     SIMON PROPERTY GROUP, L.P.
                                          as Issuer

                                     By:  SIMON PROPERTY GROUP, INC.
                                          as General Partner


                                     By:
                                        ---------------------------
                                        Name:
Attest:                                 Title:


By:
     ----------------------------
     Name:
     Title:

                                       A-5


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.

                                     JPMORGAN CHASE BANK
                                        as Trustee


                                     By:
                                         ------------------------------
                                            Authorized Officer

                                       A-6


                                [REVERSE OF NOTE]

                           SIMON PROPERTY GROUP, L.P.

                       [4.875/5.625]% NOTE DUE [2010/2014]

     This security is one of a duly authorized issue of debt securities of the
Issuer (hereinafter called the "Securities"), issued or to be issued under and
pursuant to an Indenture dated as of November 26, 1996 (herein called the
"Indenture"), duly executed and delivered by the Issuer to JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank), as Trustee (herein called the
"Trustee," which term includes any successor trustee under the Indenture with
respect to the series of Securities of which this Note is a part), to which
Indenture and all indentures supplemental thereto relating to this Note
(including, without limitation, the Fourteenth Supplemental Indenture, dated as
of August 11, 2004, between the Issuer and the Trustee) reference is hereby made
for a description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Issuer and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered and for the definition of capitalized terms used
hereby and not otherwise defined. The Securities may be issued in one or more
series, which different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest (if any) at different
rates, may be subject to different redemption provisions (if any), and may
otherwise vary as provided in the Indenture or any indenture supplemental
thereto. This Security is one of a series designated as the Simon Property
Group, L.P. [4.875/5.625]% Notes due [2010/2014], initially limited in aggregate
principal amount to $[400,000,000/500,000,000] (the "Notes").

     In case an Event of Default with respect to the Notes shall have occurred
and be continuing, the principal amount of the Notes and the Make-Whole Amount
may be declared accelerated and thereupon become due and payable, in the manner,
with the effect, and subject to the conditions provided in the Indenture.

     The Notes may be redeemed at any time at the option of the Issuer, in whole
or from time to time in part, at a redemption price equal to the sum of (i) 100%
of the principal amount of the Notes being redeemed plus accrued interest
thereon to the Redemption Date and (ii) the Make-Whole Amount, if any, with
respect to such Notes. Notice of any optional redemption shall be given to
Holders at their addresses, as shown in the Security Register for the Notes, not
more than 60 nor less than 30 days prior to the date fixed for redemption. The
notice of redemption shall specify, among other items, the redemption price and
the principal amount of the Notes to be redeemed.

     The Indenture contains provisions permitting the Issuer and the Trustee,
with the consent of the Holders of not less than a majority of the aggregate
principal amount of the Securities at the time Outstanding of all series to be
affected (voting as one class), evidenced as provided in the Indenture, to
execute supplemental indentures adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or modifying in any manner the rights of the Holders of
the Securities of each series; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
so affected, (i) change the Stated Maturity of the principal of, or premium, (if
any) or any installment of principal of or interest on, any Security, or reduce
the principal amount thereof or the rate or amount of interest thereon or any
premium payable upon the redemption or acceleration thereof, or adversely affect
any right of repayment at the option of the Holder of any Security, or change
any Place of Payment where, or the currency or currencies, currency unit or
units or composite currency or currencies in which, the principal of any
Security or any premium or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof, or (ii) reduce the aforesaid

                                       A-7


percentage of Securities the Holders of which are required to consent to any
such supplemental indenture, or (iii) reduce the percentage of Securities the
Holders of which are required to consent to any waiver of compliance with
certain provisions of the Indenture or any waiver of certain defaults and
consequences thereunder or to reduce the quorum or voting requirements set forth
in the Indenture, or (iv) effect certain other changes to the Indenture or any
supplemental indenture or in the rights of Holders of the Securities. The
Indenture also permits the Holders of a majority in principal amount of the
Outstanding Securities of any series (or, in the case of certain defaults or
Events of Default, all series of Securities), on behalf of the Holders of all
the Securities of such series (or all of the Securities, as the case may be), to
waive compliance by the Issuer with certain provisions of the Indenture and
certain past defaults or Events of Default under the Indenture and their
consequences, prior to any declaration accelerating the maturity of such
Securities, or subject to certain conditions, rescind a declaration of
acceleration and its consequences with respect to such Securities. Any such
consent or waiver by the Holder of this Note (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note that may be issued in exchange or
substitution hereof, irrespective of whether or not any notation thereof is made
upon this Note or such other Note.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Note in the manner, at the respective times, at the rate and in
the coin or currency herein prescribed.

     Notwithstanding any other provision of the Indenture to the contrary, no
recourse shall be had, whether by levy or execution or otherwise, for the
payment of any sums due under the Securities, including, without limitation, the
principal of, premium, if any, or interest payable under the Securities, or for
the payment or performance of any obligation under, or for any claim based on,
the Indenture or otherwise in respect thereof, against any partner of the
Issuer, whether limited or general, including Simon Property Group, Inc. or such
partner's assets or against any principal, shareholder, officer, director,
trustee or employee of such partner. It is expressly understood that the sole
remedies under the Securities and the Indenture or under any other document with
respect to the Securities, against such parties with respect to such amounts,
obligations or claims shall be against the Issuer.

     This Note is issuable only in registered form without Coupons in
denominations of $1,000 and integral multiples of $1,000 in excess thereof. This
Note may be exchanged for a like aggregate principal amount of Notes of other
authorized denominations at the office or agency of the Issuer in The Borough of
Manhattan, The City of New York, in the manner and subject to the limitations
provided in the Indenture, but without the payment of any service charge, except
for any tax or other governmental charge imposed in connection therewith.

     Upon due presentment for registration of transfer of this Note at the
office or agency of the Issuer in The Borough of Manhattan, The City of New
York, one or more new Notes of authorized denominations in an equal aggregate
principal amount shall be issued to the transferee in exchange therefor, subject
to the limitations provided in the Indenture, without charge, except for any tax
or other governmental charge imposed in connection therewith.

     The Issuer, the Trustee and any authorized agent of the Issuer or the
Trustee may deem and treat the Person in whose name this Note is registered as
the absolute owner of this Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereon), for the
purpose of receiving payment of, or on account of, the principal and any premium
hereof or hereon, and subject to the provisions on the face hereof, interest
hereon, and for all other purposes, and neither the Issuer nor the Trustee nor
any authorized agent of the Issuer or the Trustee shall be affected by any
notice to the contrary.

                                       A-8


     This Note, including the validity hereof, and the Indenture shall be
governed by and construed in accordance with the laws of the State of New York,
and for all purposes shall be construed in accordance with the laws of such
state, except as may otherwise be required by mandatory provisions of law.

     Capitalized terms used herein which are not otherwise defined shall have
the respective meanings assigned to them in the Indenture and the Fourteenth
Supplemental Indenture referred to herein.

                                       A-9


                                  ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this Note, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM - as tenants in common
UNIF GIFT MIN ACT - _____ Custodian ____ (Cust) ____
(minor) under Uniform Gifts to Minors Act ____________ (State)
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common

     Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee.)

This Note and all rights thereunder hereby irrevocably constituting and
appointing Attorney to transfer this Note on the books of the Trustee, with full
power of substitution in the premises.

Dated:
      ----------------   -------------------------------------------------------

                         Notice:  The signature(s) on this Assignment must
                         correspond with the name(s) as written upon the face of
                         this Note in every particular, without alteration or
                         enlargement or any change whatsoever.

                                      A-10


                        ASSIGNMENT & TRANSFER CERTIFICATE

TO BE COMPLETED AND DELIVERED WITH THIS NOTE TO THE TRUSTEE IF THE UNDERSIGNED
REGISTERED HOLDER WISHES TO SELL, ASSIGN AND TRANSFER NOTE:

     In connection with the resale or other transfer of this Note occurring
prior to the time the legend originally set forth on the face of this Note (or
one or more predecessor Notes) restricting resales and other transfers thereof
has been removed in accordance with the procedures set forth in the Indenture
(other than a resale or other transfer made to the Operating Partnership or to,
by, through, or in a transaction approved by an Initial Purchaser), the
undersigned registered holder certifies that without utilizing any general
solicitation or general advertising:

                                   [CHECK ONE]

/ /  (a)  Such Note is being transferred by the undersigned registered holder to
          a "qualified institutional buyer," as defined in Rule 144A under the
          Securities Act of 1933, as amended, pursuant to the exemption from
          registration under the Securities Act of 1933, as amended, provided by
          Rule 144A thereunder.

                                       OR

/ /  (b)  Such Note is being transferred by the undersigned registered holder to
          an institutional investor which is an "accredited investor," as
          defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of
          1933, as amended, and that the undersigned has been advised by the
          prospective transferee that such transferee shall hold such Note for
          its own account, or as a fiduciary or agent for others (which others
          are also institutional accredited investors, unless such transferee is
          a bank acting in its fiduciary capacity), for investment purposes and
          not for distribution, subject to any requirement of law that the
          disposition of such transferee's property shall at all times be and
          remain within its control.

                                       OR

/ /  (c)  Such Note is being transferred by the undersigned registered holder to
          an institutional investor which is a person that is not a "U.S.
          person" (or acquiring such Note for the account or benefit of a U.S.
          person) in an "offshore transaction," as such terms are defined in
          Regulation S under the Securities Act of 1933, as amended, pursuant to
          the exemption from registration under the Securities Act of 1933, as
          amended, provided by Regulation S thereunder.

                                      A-11


     If none of the foregoing boxes are checked, then, so long as this Note
shall bear a legend on the face thereof restricting resales and other transfers
thereof (except in the case of a resale or other transfer made to the Operating
Partnership or to, by, through, or in a transaction approved by, an Initial
Purchaser), the Trustee shall not be obligated to register such Note in the name
of any Person other than the registered holder thereof and until the conditions
to any such registration of transfer set forth in this Note and in the Indenture
shall have been satisfied.

Dated:
      ---------------------   --------------------------------------------------
                               [Type or print name of registered holder]


                               By:
                                  ----------------------------------------------

                               The signature of the registered holder must
                               correspond with the name as written upon the face
                               of this Note in every particular, without
                               alteration or enlargement or any change
                               whatsoever.

TO BE COMPLETED BY TRANSFEREE
IF (a) ABOVE IS CHECKED:

     The undersigned transferee represents and warrants that (i) it is a
"qualified institutional buyer," as defined in Rule 144A under the Securities
Act of 1933, as amended, and acknowledges that the undersigned either has
received such information regarding the Operating Partnership as the undersigned
transferee has requested pursuant to Rule 144A or has determined not to request
such information, (ii) this instrument has been executed on behalf of the
undersigned transferee by one of its executive officers and (iii) it is aware
that the registered holder of this Note is relying upon the undersigned
transferee's foregoing representations in order to claim the exemption from
registration provided by Rule 144A. The undersigned transferee acknowledges and
agrees that this Note has not been registered under the Securities Act of 1933,
as amended, and may not be transferred except in accordance with the resale and
other transfer restrictions set forth in the legend on the face thereof.

Dated:
      ---------------------   --------------------------------------------------
                               [Type or print name of transferee]


                               By:
                                  ----------------------------------------------
                                                Executive Officer


TO BE COMPLETED BY TRANSFEREE
IF (b) ABOVE IS CHECKED:

     The undersigned transferee represents and warrants that it is an
institutional investor and an "accredited investor," as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended, and
that this instrument has been executed on behalf of the undersigned transferee
by one of its executive officers. The undersigned transferee undertakes to hold
this Note acquired from the registered holder thereof for its own account, or as
a fiduciary or agent for others (which others are also institutional accredited
investors, unless such transferee is a bank acting in its fiduciary capacity),
for investment purposes and not for distribution, subject to any requirement of
law that the disposition of the undersigned transferee's property shall at all
times be and remain within its control. The undersigned acknowledges

                                      A-12


and agrees that this Note has not been registered under the Securities Act of
1933, as amended, and may not be transferred except in accordance with the
resale and other transfer restrictions set forth in the legend on the face
thereof.

Dated:
      ---------------------   --------------------------------------------------
                               [Type or print name of transferee]


                               By:
                                  ----------------------------------------------
                                                 Executive Officer


TO BE COMPLETED BY TRANSFEREE
IF (c) ABOVE IS CHECKED:

     The undersigned transferee represents and warrants that it is an
institutional investor and that it is not a U.S. person (as defined in
Regulation S under the Securities Act of 1933, as amended) and it is acquiring
this Note from the registered holder thereof in an "offshore transaction" (as
defined in Regulation S) pursuant to the exemption from registration under the
Securities Act of 1933, as amended, provided by Regulation S thereunder. The
undersigned transferee acknowledges and agrees that this Note has not been
registered under the Securities Act of 1933, as amended, and may not be
transferred except in accordance with the resale and other transfer restrictions
set forth in the legend on the face thereof.

Dated:
      ---------------------   --------------------------------------------------
                               [Type or print name of transferee]


                               By:
                                  ----------------------------------------------
                                                 Executive Officer

                                      A-13


                                                                       EXHIBIT B

                    FORM OF INITIAL REGULATION S GLOBAL NOTE

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION, NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION, THIS NOTE WILL BE ISSUED AND MAY BE TRANSFERRED ONLY
IN MINIMUM DENOMINATIONS OF $1,000 ($100,000 FOR INSTITUTIONAL ACCREDITED
INVESTORS) AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE "RESALE RESTRICTION
TERMINATION DATE") WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE
OF THIS NOTE AND THE LAST DATE ON WHICH THE OPERATING PARTNERSHIP OR ANY
AFFILIATE OF THE OPERATING PARTNERSHIP WAS THE OWNER OF THIS NOTE (OR ANY
PREDECESSOR OF SUCH NOTE), ONLY (a) TO THE OPERATING PARTNERSHIP OR ONE OF THE
INITIAL PURCHASERS OR BY, THROUGH OR IN A TRANSACTION APPROVED BY, AN INITIAL
PURCHASER, (b) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (c) FOR SO LONG AS THE NOTES ARE ELIGIBLE
FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (d) INSIDE THE UNITED STATES TO AN INSTITUTIONAL
ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE
SECURITIES ACT) ACQUIRING THE SECURITIES FOR ITS OWN ACCOUNT OR AS A FIDUCIARY
OR AGENT FOR OTHERS (WHICH OTHERS MUST ALSO BE INSTITUTIONAL ACCREDITED
INVESTORS UNLESS SUCH TRANSFEREE IS A BANK ACTING IN ITS FIDUCIARY CAPACITY) FOR
INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
(e) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES TO AN
INSTITUTION THAT IS NOT A U.S. PERSON (AND WAS NOT PURCHASING FOR THE ACCOUNT OR
BENEFIT OF A U.S. PERSON) WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, OR (f) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE
FOREGOING CASES, TO A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER
SIDE OF THIS NOTE BEING COMPLETED AND DELIVERED BY THE TRANSFEROR AND, IF
APPLICABLE, THE TRANSFEREE TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE
REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE
PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT RELATING TO ALL NOTES OF THE
SERIES.

                                       B-1


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.

UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF
DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH
SUCCESSOR.

REGISTERED                                                            REGISTERED
NO. [_____]                                                     PRINCIPAL AMOUNT
CUSIP NO. [__________]                                $[400,000,000/500,000,000]


                          REGULATION S GLOBAL SECURITY
                           SIMON PROPERTY GROUP, L.P.

                       [4.875/5.625]% NOTE DUE [2010/2014]

     Simon Property Group, L.P., a Delaware limited partnership (the "Issuer,"
which term includes any successor under the Indenture hereinafter referred to),
for value received, hereby promises to pay to Cede & Co. or its registered
assigns, the principal sum of [400,000,000/500,000,000] dollars on [August 15,
2010/August 15, 2014] (the "Maturity Date"), and to pay interest thereon from
August 11, 2004, semi-annually in arrears on August [15/15] and February [15/15]
of each year (each, an "Interest Payment Date"), commencing on February [15/15],
2005, and on the Maturity Date, at the rate of [4.875/5.625]% per annum, until
payment of said principal sum has been made or duly provided for.

     The interest so payable and punctually paid or duly provided for on any
Interest Payment Date and on the Maturity Date shall be paid to the Holder in
whose name this Note (or one or more predecessor Notes) is registered in the
Security Register applicable to this Note at the close of business on the
"Record Date" for such payment, which shall be the 15th calendar day immediately
prior to such payment date or the Maturity Date, as the case may be, regardless
of whether such day is a Business Day (as defined below). Any interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date, and may be paid to the Holder in whose name
this Note (or one or more predecessor Notes) is registered at the close of
business on a subsequent record date for the payment of such defaulted interest
(which shall be not less than 10 calendar days prior to the date of the payment
of such defaulted interest) established by notice given by mail by or on behalf
of the Issuer to the Holders of the Notes not less than 10 calendar days
preceding such subsequent record date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Notes may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in the Indenture (as defined below).
Interest on this Note shall be computed on the basis of a 360-day year of twelve
30-day months.

                                       B-2


     Interest payable on this Note on any Interest Payment Date and on the
Maturity Date, as the case may be, shall be the amount of interest accrued from
and including the immediately preceding Interest Payment Date (or from and
including August 11, 2004, in the case of the initial Interest Payment Date) to
but excluding the applicable Interest Payment Date or the Maturity Date, as the
case may be. If any date for the payment of principal, premium, if any, interest
on, or any other amount with respect to, this Note (each a "Payment Date") falls
on a day that is not a Business Day, the principal, premium, if any, or interest
payable with respect to such Payment Date shall be made on the next succeeding
Business Day with the same force and effect as if made on such Payment Date, and
no interest shall accrue on the amount so payable for the period from and after
such Payment Date to such next succeeding Business Day. "Business Day" means any
day, other than a Saturday or a Sunday on which banking institutions in New
York, New York are open for business.

     If this Note is exchanged in an Exchange Offer prior to the Record Date for
the first Interest Payment Date following such exchange, accrued and unpaid
interest, if any, on this Note, up to but not including the date of issuance of
the Note(s) issued in exchange (the "Exchange Note") for this Note, shall be
paid on the first Interest Payment Date for such Exchange Note(s) to the Holder
or Holders of such Exchange Note(s) on the first Record Date with respect to
such Exchange Note(s). If this Note is exchanged in an Exchange Offer subsequent
to the Record Date for the first Interest Payment Date following such exchange
but on or prior to the Interest Payment Date, then any such accrued and unpaid
interest with respect to this Note and any accrued and unpaid interest on the
Exchange Note(s) issued in exchange for this Note, through the day before such
Interest Payment Date, shall be paid on such Interest Payment Date to the Holder
of this Note on the Record Date.

     The Holder of this Note is entitled to the benefits of the Registration
Rights Agreement dated August 11, 2004 (the "Registration Rights Agreement")
among the Issuer and Citigroup Global Markets Inc., Deutsche Bank Securities
Inc., J.P. Morgan Securities Inc., Banc of America Securities LLC and Wachovia
Capital Markets, LLC (collectively, the "Initial Purchasers").

     If the Operating Partnership fails to comply with certain provisions of the
Registration Rights Agreement, in each case as described below, then a special
interest premium (the "Special Interest Premium") shall become payable in
respect of the Notes as follows:

     If (i) a registration statement with respect to the Exchange Notes (the
"Exchange Offer Registration Statement") is not filed with the Commission on or
prior to the 120th day following the Closing Date, (ii) the Exchange Offer
Registration Statement is not declared effective on or prior to the 165th day
following the Closing Date or (iii) the Exchange Offer is not consummated or the
shelf registration statement covering resales of the Notes (the "Shelf
Registration Statement") is not declared effective on or prior to the 210th day
following the Closing Date, the Special Interest Premium shall accrue from and
including the next day following each of (a) such 120-day period in the case of
clause (i) above, (b) such 165-day period in the case of clause (ii) above and
(c) such 210-day period in the cause of clause (iii) above, in each case at a
rate equal to 0.50% per annum. The aggregate amount of the Special Interest
Premium payable pursuant to the above provisions shall in no event exceed 0.50%
per annum. If the Exchange Offer Registration Statement is not declared
effective on or prior to the 165th day following the Closing Date and the
Operating Partnership shall request the Holder of this Note to provide the
information called for by the Registration Rights Agreement for inclusion in the
Shelf Registration Statement and the Holder of this Note does not deliver such
information to the Operating Partnership when required pursuant to the
Registration Rights Agreement, then the Holder of this Note shall not be
entitled to any such increase in the interest rate for any day after the 210th
day following the Closing Date. Upon (1) the filing of the Exchange Offer
Registration statement after the 120-day period described in clause (i), (2) the
effectiveness of the Exchange Offer Registration Statement after the 165-day
period described in clause (ii) above or (3) the consummation of the Exchange
Offer or the effectiveness of a

                                       B-3


Shelf Registration Statement, as the case may be, after the 210-day period
described in clause (iii) above, the interest rate on this Note from the date of
such effectiveness or consummation, as the case may be, shall be reduced to the
original interest rate provided for herein.

     If a Shelf Registration Statement is declared effective, and if the
Operating Partnership fails to keep such Shelf Registration Statement
continuously (x) effective or (y) useable for resales for the period required by
the Registration Rights Agreement due to certain circumstances relating to
pending corporate developments, public filings with the Commission and similar
events, or because the prospectus contains an untrue statement of a material
fact or omits to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading, and such
failure continues for more than 60 days (whether or not consecutive) in any
12-month period (the 61st day being referred to as the "Default Day"), then from
the Default Day until the earlier of (i) the date that is the second anniversary
of the Closing Date (or, if Rule 144(k) of the Securities Act is amended to
provide a shorter restrictive period, the end of such shorter period) or (ii)
the date as of which this Note is sold pursuant to the Shelf Registration
Statement, the Special Interest Premium shall accrue at a rate equal to 0.50%
per annum.

     The principal of this Note payable on the Maturity Date shall be paid
against presentation and surrender of this Note at the office or agency of the
Issuer maintained for that purpose in The Borough of Manhattan, The City of New
York. The Issuer hereby initially designates the Corporate Trust Office of the
Trustee in The City of New York as the office to be maintained by it where Notes
may be presented for payment, registration of transfer or exchange, and where
notices to or demands upon the Issuer in respect of the Notes or the Indenture
referred to on the reverse hereof may be served.

     Payments of principal and interest in respect of this Note shall be made by
wire transfer of immediately available funds in such coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.

     Reference is made to the further provisions of this Note set forth on the
reverse hereof after the Trustee's Certificate of Authentication. Such further
provisions shall for all purposes have the same effect as though fully set forth
at this place.

     This Note shall not be entitled to the benefits of the Indenture or be
valid or obligatory for any purpose until the Certificate of Authentication
hereon shall have been signed by the Trustee under such Indenture.

     Capitalized terms used herein which are not otherwise defined shall have
the respective meanings assigned to them in the Indenture and the Fourteenth
Supplemental Indenture referred to herein.

                                       B-4


     IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed
manually or by facsimile by its authorized officers.

Dated: August 11, 2004

                                        SIMON PROPERTY GROUP, L.P.
                                        as Issuer

                                        By:  SIMON PROPERTY GROUP, INC.
                                             as General Partner


                                        By:
                                            -------------------------------
                                            Name:
Attest:                                     Title:


By:
    -------------------------------
    Name:
    Title:

                                       B-5


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.

                                        JPMORGAN CHASE BANK
                                           as Trustee


                                        By:
                                           ------------------------------
                                               Authorized Officer

                                       B-6


                                [REVERSE OF NOTE]

                           SIMON PROPERTY GROUP, L.P.

                       [4.875/5.625]% NOTE DUE [2010/2014]

     This security is one of a duly authorized issue of debt securities of the
Issuer (hereinafter called the "Securities"), issued or to be issued under and
pursuant to an Indenture dated as of November 26, 1996 (herein called the
"Indenture"), duly executed and delivered by the Issuer to JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank), as Trustee (herein called the
"Trustee," which term includes any successor trustee under the Indenture with
respect to the series of Securities of which this Note is a part), to which
Indenture and all indentures supplemental thereto relating to this Note
(including, without limitation, the Fourteenth Supplemental Indenture, dated as
of August 11, 2004, between the Issuer and the Trustee) reference is hereby made
for a description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Issuer and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered and for the definition of capitalized terms used
hereby and not otherwise defined. The Securities may be issued in one or more
series, which different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest (if any) at different
rates, may be subject to different redemption provisions (if any), and may
otherwise vary as provided in the Indenture or any indenture supplemental
thereto. This Security is one of a series designated as the Simon Property
Group, L.P. [4.875/5.625]% Notes due [2010/2014], initially limited in aggregate
principal amount to $[400,000,000/500,000,000] (the "Notes").

     In case an Event of Default with respect to the Notes shall have occurred
and be continuing, the principal amount of the Notes and the Make-Whole Amount
may be declared accelerated and thereupon become due and payable, in the manner,
with the effect, and subject to the conditions provided in the Indenture.

     The Notes may be redeemed at any time at the option of the Issuer, in whole
or from time to time in part, at a redemption price equal to the sum of (i) 100%
of the principal amount of the Notes being redeemed plus accrued interest
thereon to the Redemption Date and (ii) the Make-Whole Amount, if any, with
respect to such Notes. Notice of any optional redemption shall be given to
Holders at their addresses, as shown in the Security Register for the Notes, not
more than 60 nor less than 30 days prior to the date fixed for redemption. The
notice of redemption shall specify, among other items, the redemption price and
the principal amount of the Notes to be redeemed.

     The Indenture contains provisions permitting the Issuer and the Trustee,
with the consent of the Holders of not less than a majority of the aggregate
principal amount of the Securities at the time Outstanding of all series to be
affected (voting as one class), evidenced as provided in the Indenture, to
execute supplemental indentures adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or modifying in any manner the rights of the Holders of
the Securities of each series; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
so affected, (i) change the Stated Maturity of the principal of, or premium, (if
any) or any installment of principal of or interest on, any Security, or reduce
the principal amount thereof or the rate or amount of interest thereon or any
premium payable upon the redemption or acceleration thereof, or adversely affect
any right of repayment at the option of the Holder of any Security, or change
any Place of Payment where, or the currency or currencies, currency unit or
units or composite currency or currencies in which, the principal of any
Security or any premium or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof, or (ii) reduce the aforesaid

                                       B-7


percentage of Securities the Holders of which are required to consent to any
such supplemental indenture, or (iii) reduce the percentage of Securities the
Holders of which are required to consent to any waiver of compliance with
certain provisions of the Indenture or any waiver of certain defaults and
consequences thereunder or to reduce the quorum or voting requirements set forth
in the Indenture, or (iv) effect certain other changes to the Indenture or any
supplemental indenture or in the rights of Holders of the Securities. The
Indenture also permits the Holders of a majority in principal amount of the
Outstanding Securities of any series (or, in the case of certain defaults or
Events of Default, all series of Securities), on behalf of the Holders of all
the Securities of such series (or all of the Securities, as the case may be), to
waive compliance by the Issuer with certain provisions of the Indenture and
certain past defaults or Events of Default under the Indenture and their
consequences, prior to any declaration accelerating the maturity of such
Securities, or subject to certain conditions, rescind a declaration of
acceleration and its consequences with respect to such Securities. Any such
consent or waiver by the Holder of this Note (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note that may be issued in exchange or
substitution hereof, irrespective of whether or not any notation thereof is made
upon this Note or such other Note.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Note in the manner, at the respective times, at the rate and in
the coin or currency herein prescribed.

     Notwithstanding any other provision of the Indenture to the contrary, no
recourse shall be had, whether by levy or execution or otherwise, for the
payment of any sums due under the Securities, including, without limitation, the
principal of, premium, if any, or interest payable under the Securities, or for
the payment or performance of any obligation under, or for any claim based on,
the Indenture or otherwise in respect thereof, against any partner of the
Issuer, whether limited or general, including Simon Property Group, Inc. or such
partner's assets or against any principal, shareholder, officer, director,
trustee or employee of such partner. It is expressly understood that the sole
remedies under the Securities and the Indenture or under any other document with
respect to the Securities, against such parties with respect to such amounts,
obligations or claims shall be against the Issuer.

     This Note is issuable only in registered form without Coupons in
denominations of $1,000 and integral multiples of $1,000 in excess thereof. This
Note may be exchanged for a like aggregate principal amount of Notes of other
authorized denominations at the office or agency of the Issuer in The Borough of
Manhattan, The City of New York, in the manner and subject to the limitations
provided in the Indenture, but without the payment of any service charge, except
for any tax or other governmental charge imposed in connection therewith.

     Upon due presentment for registration of transfer of this Note at the
office or agency of the Issuer in The Borough of Manhattan, The City of New
York, one or more new Notes of authorized denominations in an equal aggregate
principal amount shall be issued to the transferee in exchange therefor, subject
to the limitations provided in the Indenture, without charge, except for any tax
or other governmental charge imposed in connection therewith.

     The Issuer, the Trustee and any authorized agent of the Issuer or the
Trustee may deem and treat the Person in whose name this Note is registered as
the absolute owner of this Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereon), for the
purpose of receiving payment of, or on account of, the principal and any premium
hereof or hereon, and subject to the provisions on the face hereof, interest
hereon, and for all other purposes, and neither the Issuer nor the Trustee nor
any authorized agent of the Issuer or the Trustee shall be affected by any
notice to the contrary.

                                       B-8


     This Note, including the validity hereof, and the Indenture shall be
governed by and construed in accordance with the laws of the State of New York,
and for all purposes shall be construed in accordance with the laws of such
state, except as may otherwise be required by mandatory provisions of law.

     Capitalized terms used herein which are not otherwise defined shall have
the respective meanings assigned to them in the Indenture and the Fourteenth
Supplemental Indenture referred to herein.

                                       B-9


                                  ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this Note, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM - as tenants in common
UNIF GIFT MIN ACT - _________ Custodian _____(Cust)_____
(minor) under Uniform Gifts to Minors Act____________________(State)
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common

     Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee.)

This Note and all rights thereunder hereby irrevocably constituting and
appointing Attorney to transfer this Note on the books of the Trustee, with full
power of substitution in the premises.

Dated:
       ---------------   -------------------------------------------------------

                         Notice:  The signature(s) on this Assignment must
                         correspond with the name(s) as written upon the face of
                         this Note in every particular, without alteration or
                         enlargement or any change whatsoever.

                                      B-10


                        ASSIGNMENT & TRANSFER CERTIFICATE

TO BE COMPLETED AND DELIVERED WITH THIS NOTE TO THE TRUSTEE IF THE UNDERSIGNED
REGISTERED HOLDER WISHES TO SELL, ASSIGN AND TRANSFER NOTE:

     In connection with the resale or other transfer of this Note occurring
prior to the time the legend originally set forth on the face of this Note (or
one or more predecessor Notes) restricting resales and other transfers thereof
has been removed in accordance with the procedures set forth in the Indenture
(other than a resale or other transfer made to the Operating Partnership or to,
by, through, or in a transaction approved by an Initial Purchaser), the
undersigned registered holder certifies that without utilizing any general
solicitation or general advertising:

                                   [CHECK ONE]

/ /  (a)  Such Note is being transferred by the undersigned registered holder to
          a "qualified institutional buyer," as defined in Rule 144A under the
          Securities Act of 1933, as amended, pursuant to the exemption from
          registration under the Securities Act of 1933, as amended, provided by
          Rule 144A thereunder.

                                       OR

/ /  (b)  Such Note is being transferred by the undersigned registered holder to
          an institutional investor which is an "accredited investor," as
          defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of
          1933, as amended, and that the undersigned has been advised by the
          prospective transferee that such transferee shall hold such Note for
          its own account, or as a fiduciary or agent for others (which others
          are also institutional accredited investors, unless such transferee is
          a bank acting in its fiduciary capacity), for investment purposes and
          not for distribution, subject to any requirement of law that the
          disposition of such transferee's property shall at all times be and
          remain within its control.

                                       OR

/ /  (c)  Such Note is being transferred by the undersigned registered holder to
          an institutional investor which is a person that is not a "U.S.
          person" (or acquiring such Note for the account or benefit of a U.S.
          person) in an "offshore transaction," as such terms are defined in
          Regulation S under the Securities Act of 1933, as amended, pursuant to
          the exemption from registration under the Securities Act of 1933, as
          amended, provided by Regulation S thereunder.

                                      B-11


     If none of the foregoing boxes are checked, then, so long as this Note
shall bear a legend on the face thereof restricting resales and other transfers
thereof (except in the case of a resale or other transfer made to the Operating
Partnership or to, by, through, or in a transaction approved by, an Initial
Purchaser), the Trustee shall not be obligated to register such Note in the name
of any Person other than the registered holder thereof and until the conditions
to any such registration of transfer set forth in this Note and in the Indenture
shall have been satisfied.

Dated:
      ---------------    -------------------------------------------------------
                          [Type or print name of registered holder]


                          By:
                             ---------------------------------------------------


                          The signature of the registered holder must correspond
                          with the name as written upon the face of this Note in
                          every particular, without alteration or enlargement or
                          any change whatsoever.

TO BE COMPLETED BY TRANSFEREE
IF (a) ABOVE IS CHECKED:

     The undersigned transferee represents and warrants that (i) it is a
"qualified institutional buyer," as defined in Rule 144A under the Securities
Act of 1933, as amended, and acknowledges that the undersigned either has
received such information regarding the Operating Partnership as the undersigned
transferee has requested pursuant to Rule 144A or has determined not to request
such information, (ii) this instrument has been executed on behalf of the
undersigned transferee by one of its executive officers and (iii) it is aware
that the registered holder of this Note is relying upon the undersigned
transferee's foregoing representations in order to claim the exemption from
registration provided by Rule 144A. The undersigned transferee acknowledges and
agrees that this Note has not been registered under the Securities Act of 1933,
as amended, and may not be transferred except in accordance with the resale and
other transfer restrictions set forth in the legend on the face thereof.

Dated:
      ---------------    -------------------------------------------------------
                          [Type or print name of transferee]


                          By:
                             ---------------------------------------------------
                                                Executive Officer


TO BE COMPLETED BY TRANSFEREE
IF (b) ABOVE IS CHECKED:

     The undersigned transferee represents and warrants that it is an
institutional investor and an "accredited investor," as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended, and
that this instrument has been executed on behalf of the undersigned transferee
by one of its executive officers. The undersigned transferee undertakes to hold
this Note acquired from the registered holder thereof for its own account, or as
a fiduciary or agent for others (which others are also institutional accredited
investors, unless such transferee is a bank acting in its fiduciary capacity),
for investment purposes and not for distribution, subject to any requirement of
law that the disposition of the undersigned transferee's property shall at all
times be and remain within its control. The undersigned acknowledges

                                      B-12


and agrees that this Note has not been registered under the Securities Act of
1933, as amended, and may not be transferred except in accordance with the
resale and other transfer restrictions set forth in the legend on the face
thereof.

Dated:
      ---------------    -------------------------------------------------------
                          [Type or print name of transferee]


                          By:
                             ---------------------------------------------------
                                                Executive Officer


TO BE COMPLETED BY TRANSFEREE
IF (c) ABOVE IS CHECKED:

     The undersigned transferee represents and warrants that it is an
institutional investor and that it is not a U.S. person (as defined in
Regulation S under the Securities Act of 1933, as amended) and it is acquiring
this Note from the registered holder thereof in an "offshore transaction" (as
defined in Regulation S) pursuant to the exemption from registration under the
Securities Act of 1933, as amended, provided by Regulation S thereunder. The
undersigned transferee acknowledges and agrees that this Note has not been
registered under the Securities Act of 1933, as amended, and may not be
transferred except in accordance with the resale and other transfer restrictions
set forth in the legend on the face thereof.

Dated:
      ---------------    -------------------------------------------------------
                          [Type or print name of transferee]


                          By:
                             ---------------------------------------------------
                                                Executive Officer

                                      B-13


                                                                       EXHIBIT C

                        FORM OF INITIAL CERTIFICATED NOTE

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION, NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION, THIS NOTE WILL BE ISSUED AND MAY BE TRANSFERRED ONLY
IN MINIMUM DENOMINATIONS OF $100,000 AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS
THEREOF.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE "RESALE RESTRICTION
TERMINATION DATE") WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE
OF THIS NOTE AND THE LAST DATE ON WHICH THE OPERATING PARTNERSHIP OR ANY
AFFILIATE OF THE OPERATING PARTNERSHIP WAS THE OWNER OF THIS NOTE (OR ANY
PREDECESSOR OF SUCH NOTE), ONLY (a) TO THE OPERATING PARTNERSHIP OR ONE OF THE
INITIAL PURCHASERS OR BY, THROUGH OR IN A TRANSACTION APPROVED BY, AN INITIAL
PURCHASER, (b) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, (c) FOR SO LONG AS THE NOTES ARE ELIGIBLE
FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A
"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (d) INSIDE THE UNITED STATES TO AN INSTITUTIONAL
ACCREDITED INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3), OR (7) UNDER THE
SECURITIES ACT) ACQUIRING THE SECURITIES FOR ITS OWN ACCOUNT OR AS A FIDUCIARY
OR AGENT FOR OTHERS (WHICH OTHERS MUST ALSO BE INSTITUTIONAL ACCREDITED
INVESTORS UNLESS SUCH TRANSFEREE IS A BANK ACTING IN ITS FIDUCIARY CAPACITY) FOR
INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT,
(e) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES TO AN
INSTITUTION THAT IS NOT A U.S. PERSON (AND WAS NOT PURCHASING FOR THE ACCOUNT OR
BENEFIT OF A U.S. PERSON) WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, OR (f) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE
FOREGOING CASES, TO A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER
SIDE OF THIS NOTE BEING COMPLETED AND DELIVERED BY THE TRANSFEROR AND, IF
APPLICABLE, THE TRANSFEREE TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE
REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE
PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT RELATING TO ALL NOTES OF THE
SERIES.

                                       C-1


REGISTERED                                                            REGISTERED
NO. [_____]                                                     PRINCIPAL AMOUNT
CUSIP NO. [__________]                                $[400,000,000/500,000,000]


                               DEFINITIVE SECURITY
                           SIMON PROPERTY GROUP, L.P.

                       [4.875/5.625]% NOTE DUE [2010/2014]

     Simon Property Group, L.P., a Delaware limited partnership (the "Issuer,"
which term includes any successor under the Indenture hereinafter referred to),
for value received, hereby promises to pay to _____________________________, or
registered assigns, the principal sum of __________________ dollars on August
[15/15], [2010/2014] (the "Maturity Date"), and to pay interest thereon from
August 11, 2004, semi-annually in arrears on August [15/15] and February [15/15]
of each year (each, an "Interest Payment Date"), commencing on February [15/15],
2005, and on the Maturity Date, at the rate of [4.875/5.625]% per annum, until
payment of said principal sum has been made or duly provided for.

     The interest so payable and punctually paid or duly provided for on any
Interest Payment Date and on the Maturity Date shall be paid to the Holder in
whose name this Note (or one or more predecessor Notes) is registered in the
Security Register applicable to this Note at the close of business on the
"Record Date" for such payment, which shall be the 15th calendar day immediately
prior to such payment date or the Maturity Date, as the case may be, regardless
of whether such day is a Business Day (as defined below). Any interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date, and may be paid to the Holder in whose name
this Note (or one or more predecessor Notes) is registered at the close of
business on a subsequent record date for the payment of such defaulted interest
(which shall be not less than 10 calendar days prior to the date of the payment
of such defaulted interest) established by notice given by mail by or on behalf
of the Issuer to the Holders of the Notes not less than 10 calendar days
preceding such subsequent record date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Notes may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in the Indenture (as defined below).
Interest on this Note shall be computed on the basis of a 360-day year of twelve
30-day months.

     Interest payable on this Note on any Interest Payment Date and on the
Maturity Date, as the case may be, shall be the amount of interest accrued from
and including the immediately preceding Interest Payment Date (or from and
including August 11, 2004, in the case of the initial Interest Payment Date) to
but excluding the applicable Interest Payment Date or the Maturity Date, as the
case may be. If any date for the payment of principal, premium, if any, interest
on, or any other amount with respect to, this Note (each a "Payment Date") falls
on a day that is not a Business Day, the principal, premium, if any, or interest
payable with respect to such Payment Date shall be made on the next succeeding
Business Day with the same force and effect as if made on such Payment Date, and
no interest shall accrue on the amount so payable for the period from and after
such Payment Date to such next succeeding Business Day. "Business Day" means any
day, other than a Saturday or a Sunday on which banking institutions in New
York, New York are open for business.

     If this Note is exchanged in an Exchange Offer prior to the Record Date for
the first Interest Payment Date following such exchange, accrued and unpaid
interest, if any, on this Note, up to but not including the date of issuance of
the Note(s) issued in exchange (the "Exchange Note") for this Note, shall be
paid on the first Interest Payment Date for such Exchange Note(s) to the Holder
or Holders of such Exchange Note(s) on the first Record Date with respect to
such Exchange Note(s). If this Note is

                                       C-2


exchanged in an Exchange Offer subsequent to the Record Date for the first
Interest Payment Date following such exchange but on or prior to the Interest
Payment Date, then any such accrued and unpaid interest with respect to this
Note and any accrued and unpaid interest on the Exchange Note(s) issued in
exchange for this Note, through the day before such Interest Payment Date, shall
be paid on such Interest Payment Date to the Holder of this Note on the Record
Date.

     The Holder of this Note is entitled to the benefits of the Registration
Rights Agreement dated August 11, 2004 (the "Registration Rights Agreement")
among the Issuer and Citigroup Global Markets Inc., Deutsche Bank Securities
Inc., J.P. Morgan Securities Inc., Banc of America Securities LLC and Wachovia
Capital Markets, LLC (collectively, the "Initial Purchasers").

     If the Operating Partnership fails to comply with certain provisions of the
Registration Rights Agreement, in each case as described below, then a special
interest premium (the "Special Interest Premium") shall become payable in
respect of the Notes as follows:

     If (i) a registration statement with respect to the Exchange Notes (the
"Exchange Offer Registration Statement") is not filed with the Commission on or
prior to the 120th day following the Closing Date, (ii) the Exchange Offer
Registration Statement is not declared effective on or prior to the 165th day
following the Closing Date or (iii) the Exchange Offer is not consummated or the
shelf registration statement covering resales of the Notes (the "Shelf
Registration Statement") is not declared effective on or prior to the 210th day
following the Closing Date, the Special Interest Premium shall accrue from and
including the next day following each of (a) such 120-day period in the case of
clause (i) above, (b) such 165-day period in the case of clause (ii) above and
(c) such 210-day period in the cause of clause (iii) above, in each case at a
rate equal to 0.50% per annum. The aggregate amount of the Special Interest
Premium payable pursuant to the above provisions shall in no event exceed 0.50%
per annum. If the Exchange Offer Registration Statement is not declared
effective on or prior to the 165th day following the Closing Date and the
Operating Partnership shall request the Holder of this Note to provide the
information called for by the Registration Rights Agreement for inclusion in the
Shelf Registration Statement and the Holder of this Note does not deliver such
information to the Operating Partnership when required pursuant to the
Registration Rights Agreement, then the Holder of this Note shall not be
entitled to any such increase in the interest rate for any day after the 210th
day following the Closing Date. Upon (1) the filing of the Exchange Offer
Registration statement after the 120-day period described in clause (i), (2) the
effectiveness of the Exchange Offer Registration Statement after the 165-day
period described in clause (ii) above or (3) the consummation of the Exchange
Offer or the effectiveness of a Shelf Registration Statement, as the case may
be, after the 210-day period described in clause (iii) above, the interest rate
on this Note from the date of such effectiveness or consummation, as the case
may be, shall be reduced to the original interest rate provided for herein.

     If a Shelf Registration Statement is declared effective, and if the
Operating Partnership fails to keep such Shelf Registration Statement
continuously (x) effective or (y) useable for resales for the period required by
the Registration Rights Agreement due to certain circumstances relating to
pending corporate developments, public filings with the Commission and similar
events, or because the prospectus contains an untrue statement of a material
fact or omits to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading, and such
failure continues for more than 60 days (whether or not consecutive) in any
12-month period (the 61st day being referred to as the "Default Day"), then from
the Default Day until the earlier of (i) the date that is the second anniversary
of the Closing Date (or, if Rule 144(k) of the Securities Act is amended to
provide a shorter restrictive period, the end of such shorter period) or (ii)
the date as of which this Note is sold pursuant to the Shelf Registration
Statement, the Special Interest Premium shall accrue at a rate equal to 0.50%
per annum.

                                       C-3


     The principal of this Note payable on the Maturity Date shall be paid
against presentation and surrender of this Note at the office or agency of the
Issuer maintained for that purpose in The Borough of Manhattan, The City of New
York. The Issuer hereby initially designates the Corporate Trust Office of the
Trustee in The City of New York as the office to be maintained by it where Notes
may be presented for payment, registration of transfer or exchange, and where
notices to or demands upon the Issuer in respect of the Notes or the Indenture
referred to on the reverse hereof may be served.

     Payments of principal and interest in respect of this Note shall be made by
wire transfer of immediately available funds in such coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.

     Reference is made to the further provisions of this Note set forth on the
reverse hereof after the Trustee's Certificate of Authentication. Such further
provisions shall for all purposes have the same effect as though fully set forth
at this place.

     This Note shall not be entitled to the benefits of the Indenture or be
valid or obligatory for any purpose until the Certificate of Authentication
hereon shall have been signed by the Trustee under such Indenture.

     Capitalized terms used herein which are not otherwise defined shall have
the respective meanings assigned to them in the Indenture and the Fourteenth
Supplemental Indenture referred to herein.

                                       C-4


     IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed
manually or by facsimile by its authorized officers.

Dated: August 11, 2004

                                        SIMON PROPERTY GROUP, L.P.
                                             as Issuer

                                        By:  SIMON PROPERTY GROUP, INC.
                                             as General Partner


                                        By:
                                            ---------------------------
                                            Name:
Attest:                                     Title:


By:
    ------------------------------
    Name:
    Title:

                                       C-5


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.

                                        JPMORGAN CHASE BANK
                                           as Trustee


                                        By:
                                            ---------------------------
                                              Authorized Officer

                                       C-6


                                [REVERSE OF NOTE]

                           SIMON PROPERTY GROUP, L.P.

                       [4.875/5.625]% NOTE DUE [2010/2014]

     This security is one of a duly authorized issue of debt securities of the
Issuer (hereinafter called the "Securities"), issued or to be issued under and
pursuant to an Indenture dated as of November 26, 1996 (herein called the
"Indenture"), duly executed and delivered by the Issuer to JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank), as Trustee (herein called the
"Trustee," which term includes any successor trustee under the Indenture with
respect to the series of Securities of which this Note is a part), to which
Indenture and all indentures supplemental thereto relating to this Note
(including, without limitation, the Fourteenth Supplemental Indenture, dated as
of August 11, 2004, between the Issuer and the Trustee) reference is hereby made
for a description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Issuer and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered and for the definition of capitalized terms used
hereby and not otherwise defined. The Securities may be issued in one or more
series, which different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest (if any) at different
rates, may be subject to different redemption provisions (if any), and may
otherwise vary as provided in the Indenture or any indenture supplemental
thereto. This Security is one of a series designated as the Simon Property
Group, L.P. [4.875/5.625]% Notes due [2010/2014], initially limited in aggregate
principal amount to $[400,000,000/500,000,000] (the "Notes").

     In case an Event of Default with respect to the Notes shall have occurred
and be continuing, the principal amount of the Notes and the Make-Whole Amount
may be declared accelerated and thereupon become due and payable, in the manner,
with the effect, and subject to the conditions provided in the Indenture.

     The Notes may be redeemed at any time at the option of the Issuer, in whole
or from time to time in part, at a redemption price equal to the sum of (i) 100%
of the principal amount of the Notes being redeemed plus accrued interest
thereon to the Redemption Date and (ii) the Make-Whole Amount, if any, with
respect to such Notes. Notice of any optional redemption shall be given to
Holders at their addresses, as shown in the Security Register for the Notes, not
more than 60 nor less than 30 days prior to the date fixed for redemption. The
notice of redemption shall specify, among other items, the redemption price and
the principal amount of the Notes to be redeemed.

     The Indenture contains provisions permitting the Issuer and the Trustee,
with the consent of the Holders of not less than a majority of the aggregate
principal amount of the Securities at the time Outstanding of all series to be
affected (voting as one class), evidenced as provided in the Indenture, to
execute supplemental indentures adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or modifying in any manner the rights of the Holders of
the Securities of each series; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
so affected, (i) change the Stated Maturity of the principal of, or premium, (if
any) or any installment of principal of or interest on, any Security, or reduce
the principal amount thereof or the rate or amount of interest thereon or any
premium payable upon the redemption or acceleration thereof, or adversely affect
any right of repayment at the option of the Holder of any Security, or change
any Place of Payment where, or the currency or currencies, currency unit or
units or composite currency or currencies in which, the principal of any
Security or any premium or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof, or (ii) reduce the aforesaid

                                       C-7


percentage of Securities the Holders of which are required to consent to any
such supplemental indenture, or (iii) reduce the percentage of Securities the
Holders of which are required to consent to any waiver of compliance with
certain provisions of the Indenture or any waiver of certain defaults and
consequences thereunder or to reduce the quorum or voting requirements set forth
in the Indenture, or (iv) effect certain other changes to the Indenture or any
supplemental indenture or in the rights of Holders of the Securities. The
Indenture also permits the Holders of a majority in principal amount of the
Outstanding Securities of any series (or, in the case of certain defaults or
Events of Default, all series of Securities), on behalf of the Holders of all
the Securities of such series (or all of the Securities, as the case may be), to
waive compliance by the Issuer with certain provisions of the Indenture and
certain past defaults or Events of Default under the Indenture and their
consequences, prior to any declaration accelerating the maturity of such
Securities, or subject to certain conditions, rescind a declaration of
acceleration and its consequences with respect to such Securities. Any such
consent or waiver by the Holder of this Note (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note that may be issued in exchange or
substitution hereof, irrespective of whether or not any notation thereof is made
upon this Note or such other Note.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Note in the manner, at the respective times, at the rate and in
the coin or currency herein prescribed.

     Notwithstanding any other provision of the Indenture to the contrary, no
recourse shall be had, whether by levy or execution or otherwise, for the
payment of any sums due under the Securities, including, without limitation, the
principal of, premium, if any, or interest payable under the Securities, or for
the payment or performance of any obligation under, or for any claim based on,
the Indenture or otherwise in respect thereof, against any partner of the
Issuer, whether limited or general, including Simon Property Group, Inc. or such
partner's assets or against any principal, shareholder, officer, director,
trustee or employee of such partner. It is expressly understood that the sole
remedies under the Securities and the Indenture or under any other document with
respect to the Securities, against such parties with respect to such amounts,
obligations or claims shall be against the Issuer.

     This Note is issuable only in registered form without Coupons in
denominations of $100,000 and integral multiples of $1,000 in excess thereof.
This Note may be exchanged for a like aggregate principal amount of Notes of
other authorized denominations at the office or agency of the Issuer in The
Borough of Manhattan, The City of New York, in the manner and subject to the
limitations provided in the Indenture, but without the payment of any service
charge, except for any tax or other governmental charge imposed in connection
therewith.

     Upon due presentment for registration of transfer of this Note at the
office or agency of the Issuer in The Borough of Manhattan, The City of New
York, one or more new Notes of authorized denominations in an equal aggregate
principal amount shall be issued to the transferee in exchange therefor, subject
to the limitations provided in the Indenture, without charge, except for any tax
or other governmental charge imposed in connection therewith.

     The Issuer, the Trustee and any authorized agent of the Issuer or the
Trustee may deem and treat the Person in whose name this Note is registered as
the absolute owner of this Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereon), for the
purpose of receiving payment of, or on account of, the principal and any premium
hereof or hereon, and subject to the provisions on the face hereof, interest
hereon, and for all other purposes, and neither the Issuer nor the Trustee nor
any authorized agent of the Issuer or the Trustee shall be affected by any
notice to the contrary.

                                       C-8


     This Note, including the validity hereof, and the Indenture shall be
governed by and construed in accordance with the laws of the State of New York,
and for all purposes shall be construed in accordance with the laws of such
state, except as may otherwise be required by mandatory provisions of law.

     Capitalized terms used herein which are not otherwise defined shall have
the respective meanings assigned to them in the Indenture and the Fourteenth
Supplemental Indenture referred to herein.

                                       C-9


                                  ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this Note, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM - as tenants in common
UNIF GIFT MIN ACT -________ Custodian_____(Cust)______
(minor) under Uniform Gifts to Minors Act___________________(State)
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common

     Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee.)

This Note and all rights thereunder hereby irrevocably constituting and
appointing Attorney to transfer this Note on the books of the Trustee, with full
power of substitution in the premises.


Dated:
       ---------------   -------------------------------------------------------

                         Notice:  The signature(s) on this Assignment must
                         correspond with the name(s) as written upon the face of
                         this Note in every particular, without alteration or
                         enlargement or any change whatsoever.

                                      C-10


                        ASSIGNMENT & TRANSFER CERTIFICATE

TO BE COMPLETED AND DELIVERED WITH THIS NOTE TO THE TRUSTEE IF THE UNDERSIGNED
REGISTERED HOLDER WISHES TO SELL, ASSIGN AND TRANSFER NOTE:

     In connection with the resale or other transfer of this Note occurring
prior to the time the legend originally set forth on the face of this Note (or
one or more predecessor Notes) restricting resales and other transfers thereof
has been removed in accordance with the procedures set forth in the Indenture
(other than a resale or other transfer made to the Operating Partnership or to,
by, through, or in a transaction approved by an Initial Purchaser), the
undersigned registered holder certifies that without utilizing any general
solicitation or general advertising:

                                   [CHECK ONE]

/ /  (a)  Such Note is being transferred by the undersigned registered holder to
          a "qualified institutional buyer," as defined in Rule 144A under the
          Securities Act of 1933, as amended, pursuant to the exemption from
          registration under the Securities Act of 1933, as amended, provided by
          Rule 144A thereunder.

                                       OR

/ /  (b)  Such Note is being transferred by the undersigned registered holder to
          an institutional investor which is an "accredited investor," as
          defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act of
          1933, as amended, and that the undersigned has been advised by the
          prospective transferee that such transferee shall hold such Note for
          its own account, or as a fiduciary or agent for others (which others
          are also institutional accredited investors, unless such transferee is
          a bank acting in its fiduciary capacity), for investment purposes and
          not for distribution, subject to any requirement of law that the
          disposition of such transferee's property shall at all times be and
          remain within its control.

                                       OR

/ /  (c)  Such Note is being transferred by the undersigned registered holder to
          an institutional investor which is a person that is not a "U.S.
          person" (or acquiring such Note for the account or benefit of a U.S.
          person) in an "offshore transaction," as such terms are defined in
          Regulation S under the Securities Act of 1933, as amended, pursuant to
          the exemption from registration under the Securities Act of 1933, as
          amended, provided by Regulation S thereunder.

                                      C-11


     If none of the foregoing boxes are checked, then, so long as this Note
shall bear a legend on the face thereof restricting resales and other transfers
thereof (except in the case of a resale or other transfer made to the Operating
Partnership or to, by, through, or in a transaction approved by, an Initial
Purchaser), the Trustee shall not be obligated to register such Note in the name
of any Person other than the registered holder thereof and until the conditions
to any such registration of transfer set forth in this Note and in the Indenture
shall have been satisfied.

Dated:
      ---------------    -------------------------------------------------------
                          [Type or print name of registered holder]


                          By:
                             ---------------------------------------------------


                          The signature of the registered holder must correspond
                          with the name as written upon the face of this Note in
                          every particular, without alteration or enlargement or
                          any change whatsoever.

TO BE COMPLETED BY TRANSFEREE
IF (a) ABOVE IS CHECKED:

     The undersigned transferee represents and warrants that (i) it is a
"qualified institutional buyer," as defined in Rule 144A under the Securities
Act of 1933, as amended, and acknowledges that the undersigned either has
received such information regarding the Operating Partnership as the undersigned
transferee has requested pursuant to Rule 144A or has determined not to request
such information, (ii) this instrument has been executed on behalf of the
undersigned transferee by one of its executive officers and (iii) it is aware
that the registered holder of this Note is relying upon the undersigned
transferee's foregoing representations in order to claim the exemption from
registration provided by Rule 144A. The undersigned transferee acknowledges and
agrees that this Note has not been registered under the Securities Act of 1933,
as amended, and may not be transferred except in accordance with the resale and
other transfer restrictions set forth in the legend on the face thereof.

Dated:
      ---------------    -------------------------------------------------------
                          [Type or print name of transferee]


                          By:
                             ---------------------------------------------------
                                                Executive Officer


TO BE COMPLETED BY TRANSFEREE
IF (b) ABOVE IS CHECKED:

     The undersigned transferee represents and warrants that it is an
institutional investor and an "accredited investor," as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended, and
that this instrument has been executed on behalf of the undersigned transferee
by one of its executive officers. The undersigned transferee undertakes to hold
this Note acquired from the registered holder thereof for its own account, or as
a fiduciary or agent for others (which others are also institutional accredited
investors, unless such transferee is a bank acting in its fiduciary capacity),
for investment purposes and not for distribution, subject to any requirement of
law that the disposition of the undersigned transferee's property shall at all
times be and remain within its control. The undersigned acknowledges

                                      C-12


and agrees that this Note has not been registered under the Securities Act of
1933, as amended, and may not be transferred except in accordance with the
resale and other transfer restrictions set forth in the legend on the face
thereof.

Dated:
      ---------------    -------------------------------------------------------
                          [Type or print name of transferee]


                          By:
                             ---------------------------------------------------
                                                 Executive Officer


TO BE COMPLETED BY TRANSFEREE
IF (c) ABOVE IS CHECKED:

     The undersigned transferee represents and warrants that it is an
institutional investor and that it is not a U.S. person (as defined in
Regulation S under the Securities Act of 1933, as amended) and it is acquiring
this Note from the registered holder thereof in an "offshore transaction" (as
defined in Regulation S) pursuant to the exemption from registration under the
Securities Act of 1933, as amended, provided by Regulation S thereunder. The
undersigned transferee acknowledges and agrees that this Note has not been
registered under the Securities Act of 1933, as amended, and may not be
transferred except in accordance with the resale and other transfer restrictions
set forth in the legend on the face thereof.

Dated:
      ---------------    -------------------------------------------------------
                          [Type or print name of transferee]


                          By:
                             ---------------------------------------------------
                                                Executive Officer

                                      C-13


                                                                       EXHIBIT D

                          FORM OF EXCHANGE GLOBAL NOTE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.

UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF
DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH
SUCCESSOR.

REGISTERED                                                            REGISTERED
NO. [_____]                                                     PRINCIPAL AMOUNT
CUSIP NO. [__________]                                $[400,000,000/500,000,000]

                                 GLOBAL SECURITY
                           SIMON PROPERTY GROUP, L.P.

                       [4.875/5.625]% NOTE DUE [2010/2014]

     Simon Property Group, L.P., a Delaware limited partnership (the "Issuer,"
which term includes any successor under the Indenture hereinafter referred to),
for value received, hereby promises to pay to Cede & Co. or its registered
assigns, the principal sum of [400,000,000/500,000,000] dollars on August
15/15], [2010/2014] (the "Maturity Date"), and to pay interest thereon from
August 11, 2004, semi-annually in arrears on August [15/15] and February
[15/15/] of each year (each, an "Interest Payment Date"), commencing on February
[15/15], 2005, and on the Maturity Date, at the rate of [4.875/5.625]% per
annum, until payment of said principal sum has been made or duly provided for.

     The interest so payable and punctually paid or duly provided for on any
Interest Payment Date and on the Maturity Date shall be paid to the Holder in
whose name this Note (or one or more predecessor Notes) is registered in the
Security Register applicable to this Note at the close of business on the
"Record Date" for such payment, which shall be the 15th calendar day immediately
prior to such payment date or the Maturity Date, as the case may be, regardless
of whether such day is a Business Day (as defined below). Any interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date, and may be paid to the Holder in whose name
this Note (or one or more predecessor Notes) is registered at the close of
business on a subsequent record date for the payment of such defaulted interest
(which shall be not less than 10 calendar days prior to the date of the payment
of such defaulted interest) established by notice given by mail by or on behalf
of the Issuer to the Holders of the Notes not less than 10 calendar days
preceding such subsequent record date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on

                                       D-1


which the Notes may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture (as defined below).
Interest on this Note shall be computed on the basis of a 360-day year of twelve
30-day months.

     Interest payable on this Note on any Interest Payment Date and on the
Maturity Date, as the case may be, shall be the amount of interest accrued from
and including the immediately preceding Interest Payment Date (or from and
August 11, 2004, in the case of the initial Interest Payment Date) to but
excluding the applicable Interest Payment Date or the Maturity Date, as the case
may be. If any date for the payment of principal, premium, if any, interest on,
or any other amount with respect to, this Note (each a "Payment Date") falls on
a day that is not a Business Day, the principal, premium, if any, or interest
payable with respect to such Payment Date shall be made on the next succeeding
Business Day with the same force and effect as if made on such Payment Date, and
no interest shall accrue on the amount so payable for the period from and after
such Payment Date to such next succeeding Business Day. "Business Day" means any
day, other than a Saturday or a Sunday on which banking institutions in New
York, New York are open for business.

     The principal of this Note payable on the Maturity Date shall be paid
against presentation and surrender of this Note at the office or agency of the
Issuer maintained for that purpose in The Borough of Manhattan, The City of New
York. The Issuer hereby initially designates the Corporate Trust Office of the
Trustee in The City of New York as the office to be maintained by it where Notes
may be presented for payment, registration of transfer or exchange, and where
notices to or demands upon the Issuer in respect of the Notes or the Indenture
referred to on the reverse hereof may be served.

     Payments of principal and interest in respect of this Note shall be made by
wire transfer of immediately available funds in such coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.

     Reference is made to the further provisions of this Note set forth on the
reverse hereof after the Trustee's Certificate of Authentication. Such further
provisions shall for all purposes have the same effect as though fully set forth
at this place.

     This Note shall not be entitled to the benefits of the Indenture or be
valid or obligatory for any purpose until the Certificate of Authentication
hereon shall have been signed by the Trustee under such Indenture.

     Capitalized terms used herein which are not otherwise defined shall have
the respective meanings assigned to them in the Indenture and the Fourteenth
Supplemental Indenture referred to herein.

                                       D-2


     IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed
manually or by facsimile by its authorized officers.

Dated:__________, 20__

                                        SIMON PROPERTY GROUP, L.P.
                                             as Issuer

                                        By:  SIMON PROPERTY GROUP, INC.
                                             as General Partner


                                        By:
                                            ----------------------------
                                            Name:
Attest:                                     Title:


By:
    --------------------------
    Name:
    Title:

                                       D-3


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.

                                        JPMORGAN CHASE BANK
                                           as Trustee


                                        By:
                                            ---------------------------
                                              Authorized Officer

                                       D-4


                                [REVERSE OF NOTE]

                           SIMON PROPERTY GROUP, L.P.

                       [4.875/5.625]% NOTE DUE [2010/2014]

     This security is one of a duly authorized issue of debt securities of the
Issuer (hereinafter called the "Securities"), issued or to be issued under and
pursuant to an Indenture dated as of November 26, 1996 (herein called the
"Indenture"), duly executed and delivered by the Issuer to JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank), as Trustee (herein called the
"Trustee," which term includes any successor trustee under the Indenture with
respect to the series of Securities of which this Note is a part), to which
Indenture and all indentures supplemental thereto relating to this Note
(including, without limitation, the Fourteenth Supplemental Indenture, dated as
of August 11, 2004, between the Issuer and the Trustee) reference is hereby made
for a description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Issuer and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered and for the definition of capitalized terms used
hereby and not otherwise defined. The Securities may be issued in one or more
series, which different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest (if any) at different
rates, may be subject to different redemption provisions (if any), and may
otherwise vary as provided in the Indenture or any indenture supplemental
thereto. This Security is one of a series designated as the Simon Property
Group, L.P. [4.875/5.625]% Notes due [2010/2014], initially limited in aggregate
principal amount to $[400,000,000/500,000,000] (the "Notes").

     In case an Event of Default with respect to the Notes shall have occurred
and be continuing, the principal amount of the Notes and the Make-Whole Amount
may be declared accelerated and thereupon become due and payable, in the manner,
with the effect, and subject to the conditions provided in the Indenture.

     The Notes may be redeemed at any time at the option of the Issuer, in whole
or from time to time in part, at a redemption price equal to the sum of (i) 100%
of the principal amount of the Notes being redeemed plus accrued interest
thereon to the Redemption Date and (ii) the Make-Whole Amount, if any, with
respect to such Notes. Notice of any optional redemption shall be given to
Holders at their addresses, as shown in the Security Register for the Notes, not
more than 60 nor less than 30 days prior to the date fixed for redemption. The
notice of redemption shall specify, among other items, the redemption price and
the principal amount of the Notes to be redeemed.

     The Indenture contains provisions permitting the Issuer and the Trustee,
with the consent of the Holders of not less than a majority of the aggregate
principal amount of the Securities at the time Outstanding of all series to be
affected (voting as one class), evidenced as provided in the Indenture, to
execute supplemental indentures adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or modifying in any manner the rights of the Holders of
the Securities of each series; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
so affected, (i) change the Stated Maturity of the principal of, or premium, (if
any) or any installment of principal of or interest on, any Security, or reduce
the principal amount thereof or the rate or amount of interest thereon or any
premium payable upon the redemption or acceleration thereof, or adversely affect
any right of repayment at the option of the Holder of any Security, or change
any Place of Payment where, or the currency or currencies, currency unit or
units or composite currency or currencies in which, the principal of any
Security or any premium or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof, or (ii) reduce the aforesaid

                                       D-5


percentage of Securities the Holders of which are required to consent to any
such supplemental indenture, or (iii) reduce the percentage of Securities the
Holders of which are required to consent to any waiver of compliance with
certain provisions of the Indenture or any waiver of certain defaults and
consequences thereunder or to reduce the quorum or voting requirements set forth
in the Indenture, or (iv) effect certain other changes to the Indenture or any
supplemental indenture or in the rights of Holders of the Securities. The
Indenture also permits the Holders of a majority in principal amount of the
Outstanding Securities of any series (or, in the case of certain defaults or
Events of Default, all series of Securities), on behalf of the Holders of all
the Securities of such series (or all of the Securities, as the case may be), to
waive compliance by the Issuer with certain provisions of the Indenture and
certain past defaults or Events of Default under the Indenture and their
consequences, prior to any declaration accelerating the maturity of such
Securities, or subject to certain conditions, rescind a declaration of
acceleration and its consequences with respect to such Securities. Any such
consent or waiver by the Holder of this Note (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note that may be issued in exchange or
substitution hereof, irrespective of whether or not any notation thereof is made
upon this Note or such other Note.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Note in the manner, at the respective times, at the rate and in
the coin or currency herein prescribed.

     Notwithstanding any other provision of the Indenture to the contrary, no
recourse shall be had, whether by levy or execution or otherwise, for the
payment of any sums due under the Securities, including, without limitation, the
principal of, premium, if any, or interest payable under the Securities, or for
the payment or performance of any obligation under, or for any claim based on,
the Indenture or otherwise in respect thereof, against any partner of the
Issuer, whether limited or general, including Simon Property Group, Inc. or such
partner's assets or against any principal, shareholder, officer, director,
trustee or employee of such partner. It is expressly understood that the sole
remedies under the Securities and the Indenture or under any other document with
respect to the Securities, against such parties with respect to such amounts,
obligations or claims shall be against the Issuer.

     This Note is issuable only in registered form without Coupons in
denominations of $1,000 and integral multiples of $1,000 in excess thereof. This
Note may be exchanged for a like aggregate principal amount of Notes of other
authorized denominations at the office or agency of the Issuer in The Borough of
Manhattan, The City of New York, in the manner and subject to the limitations
provided in the Indenture, but without the payment of any service charge, except
for any tax or other governmental charge imposed in connection therewith.

     Upon due presentment for registration of transfer of this Note at the
office or agency of the Issuer in The Borough of Manhattan, The City of New
York, one or more new Notes of authorized denominations in an equal aggregate
principal amount shall be issued to the transferee in exchange therefor, subject
to the limitations provided in the Indenture, without charge, except for any tax
or other governmental charge imposed in connection therewith.

     The Issuer, the Trustee and any authorized agent of the Issuer or the
Trustee may deem and treat the Person in whose name this Note is registered as
the absolute owner of this Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereon), for the
purpose of receiving payment of, or on account of, the principal and any premium
hereof or hereon, and subject to the provisions on the face hereof, interest
hereon, and for all other purposes, and neither the Issuer nor the Trustee nor
any authorized agent of the Issuer or the Trustee shall be affected by any
notice to the contrary.

                                       D-6


     This Note, including the validity hereof, and the Indenture shall be
governed by and construed in accordance with the laws of the State of New York,
and for all purposes shall be construed in accordance with the laws of such
state, except as may otherwise be required by mandatory provisions of law.

     Capitalized terms used herein which are not otherwise defined shall have
the respective meanings assigned to them in the Indenture and the Fourteenth
Supplemental Indenture referred to herein.

                                       D-7


                                  ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this Note, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM - as tenants in common
UNIF GIFT MIN ACT -________ Custodian_____(Cust)____
(minor) under Uniform Gifts to Minors Act________________(State)
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common

     Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee.)

This Note and all rights thereunder hereby irrevocably constituting and
appointing Attorney to transfer this Note on the books of the Trustee, with full
power of substitution in the premises.

Dated:
      ----------------   -------------------------------------------------------

                         Notice:  The signature(s) on this Assignment must
                         correspond with the name(s) as written upon the face of
                         this Note in every particular, without alteration or
                         enlargement or any change whatsoever.

                                       D-8


                                                                       EXHIBIT E

                       FORM OF EXCHANGE CERTIFICATED NOTE

REGISTERED                                                            REGISTERED
NO. [_____]                                                     PRINCIPAL AMOUNT
CUSIP NO. [__________]                                $[400,000,000/500,000,000]


                               DEFINITIVE SECURITY
                           SIMON PROPERTY GROUP, L.P.

                       [4.875/5.625]% NOTE DUE [2010/2014]


     Simon Property Group, L.P., a Delaware limited partnership (the "Issuer,"
which term includes any successor under the Indenture hereinafter referred to),
for value received, hereby promises to pay to _____________________________, or
registered assigns, the principal sum of ____________________ dollars on August
[15/15], [2010/2014] (the "Maturity Date"), and to pay interest thereon from
August 11, 2004, semi-annually in arrears on August [15/15] and February [15/15]
of each year (each, an "Interest Payment Date"), commencing on February [15/15],
2005, and on the Maturity Date, at the rate of [4.875/5.625]% per annum, until
payment of said principal sum has been made or duly provided for.

     The interest so payable and punctually paid or duly provided for on any
Interest Payment Date and on the Maturity Date shall be paid to the Holder in
whose name this Note (or one or more predecessor Notes) is registered in the
Security Register applicable to this Note at the close of business on the
"Record Date" for such payment, which shall be the 15th calendar day immediately
prior to such payment date or the Maturity Date, as the case may be, regardless
of whether such day is a Business Day (as defined below). Any interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date, and may be paid to the Holder in whose name
this Note (or one or more predecessor Notes) is registered at the close of
business on a subsequent record date for the payment of such defaulted interest
(which shall be not less than 10 calendar days prior to the date of the payment
of such defaulted interest) established by notice given by mail by or on behalf
of the Issuer to the Holders of the Notes not less than 10 calendar days
preceding such subsequent record date, or may be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Notes may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in the Indenture (as defined below).
Interest on this Note shall be computed on the basis of a 360-day year of twelve
30-day months.

     Interest payable on this Note on any Interest Payment Date and on the
Maturity Date, as the case may be, shall be the amount of interest accrued from
and including the immediately preceding Interest Payment Date (or from and
including August 11, 2004, in the case of the initial Interest Payment Date) to
but excluding the applicable Interest Payment Date or the Maturity Date, as the
case may be. If any date for the payment of principal, premium, if any, interest
on, or any other amount with respect to, this Note (each a "Payment Date") falls
on a day that is not a Business Day, the principal, premium, if any, or interest
payable with respect to such Payment Date shall be made on the next succeeding
Business Day with the same force and effect as if made on such Payment Date, and
no interest shall accrue on the amount so payable for the period from and after
such Payment Date to such next succeeding Business Day. "Business Day" means any
day, other than a Saturday or a Sunday on which banking institutions in New
York, New York are open for business.

                                       E-1


     The principal of this Note payable on the Maturity Date shall be paid
against presentation and surrender of this Note at the office or agency of the
Issuer maintained for that purpose in The Borough of Manhattan, The City of New
York. The Issuer hereby initially designates the Corporate Trust Office of the
Trustee in The City of New York as the office to be maintained by it where Notes
may be presented for payment, registration of transfer or exchange, and where
notices to or demands upon the Issuer in respect of the Notes or the Indenture
referred to on the reverse hereof may be served.

     Payments of principal and interest in respect of this Note shall be made by
wire transfer of immediately available funds in such coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts.

     Reference is made to the further provisions of this Note set forth on the
reverse hereof after the Trustee's Certificate of Authentication. Such further
provisions shall for all purposes have the same effect as though fully set forth
at this place.

     This Note shall not be entitled to the benefits of the Indenture or be
valid or obligatory for any purpose until the Certificate of Authentication
hereon shall have been signed by the Trustee under such Indenture.

     Capitalized terms used herein which are not otherwise defined shall have
the respective meanings assigned to them in the Indenture and the Fourteenth
Supplemental Indenture referred to herein.

                                       E-2


     IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed
manually or by facsimile by its authorized officers.

Dated: _______________, 20__

                                        SIMON PROPERTY GROUP, L.P.
                                             as Issuer

                                        By:  SIMON PROPERTY GROUP, INC.
                                             as General Partner


                                        By:
                                            ---------------------------
                                            Name:
Attest:                                     Title:


By:
    --------------------------
    Name:
    Title:

                                       E-3


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.

                                        JPMORGAN CHASE BANK
                                           as Trustee


                                        By:
                                            ---------------------------
                                               Authorized Officer

                                       E-4


                                [REVERSE OF NOTE]

                           SIMON PROPERTY GROUP, L.P.

                       [4.875/5.625]% NOTE DUE [2010/2014]

     This security is one of a duly authorized issue of debt securities of the
Issuer (hereinafter called the "Securities"), issued or to be issued under and
pursuant to an Indenture dated as of November 26, 1996 (herein called the
"Indenture"), duly executed and delivered by the Issuer to JPMorgan Chase Bank
(formerly known as The Chase Manhattan Bank), as Trustee (herein called the
"Trustee," which term includes any successor trustee under the Indenture with
respect to the series of Securities of which this Note is a part), to which
Indenture and all indentures supplemental thereto relating to this Note
(including, without limitation, the Fourteenth Supplemental Indenture, dated as
of August 11, 2004, between the Issuer and the Trustee) reference is hereby made
for a description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Issuer and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered and for the definition of capitalized terms used
hereby and not otherwise defined. The Securities may be issued in one or more
series, which different series may be issued in various aggregate principal
amounts, may mature at different times, may bear interest (if any) at different
rates, may be subject to different redemption provisions (if any), and may
otherwise vary as provided in the Indenture or any indenture supplemental
thereto. This Security is one of a series designated as the Simon Property
Group, L.P. [4.875/5.625]% Notes due [2010/2014], initially limited in aggregate
principal amount to $[400,000,000/500,000,000] (the "Notes").

     In case an Event of Default with respect to the Notes shall have occurred
and be continuing, the principal amount of the Notes and the Make-Whole Amount
may be declared accelerated and thereupon become due and payable, in the manner,
with the effect, and subject to the conditions provided in the Indenture.

     The Notes may be redeemed at any time at the option of the Issuer, in whole
or from time to time in part, at a redemption price equal to the sum of (i) 100%
of the principal amount of the Notes being redeemed plus accrued interest
thereon to the Redemption Date and (ii) the Make-Whole Amount, if any, with
respect to such Notes. Notice of any optional redemption shall be given to
Holders at their addresses, as shown in the Security Register for the Notes, not
more than 60 nor less than 30 days prior to the date fixed for redemption. The
notice of redemption shall specify, among other items, the redemption price and
the principal amount of the Notes to be redeemed.

     The Indenture contains provisions permitting the Issuer and the Trustee,
with the consent of the Holders of not less than a majority of the aggregate
principal amount of the Securities at the time Outstanding of all series to be
affected (voting as one class), evidenced as provided in the Indenture, to
execute supplemental indentures adding any provisions to or changing in any
manner or eliminating any of the provisions of the Indenture or of any
supplemental indenture or modifying in any manner the rights of the Holders of
the Securities of each series; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Security
so affected, (i) change the Stated Maturity of the principal of, or premium, (if
any) or any installment of principal of or interest on, any Security, or reduce
the principal amount thereof or the rate or amount of interest thereon or any
premium payable upon the redemption or acceleration thereof, or adversely affect
any right of repayment at the option of the Holder of any Security, or change
any Place of Payment where, or the currency or currencies, currency unit or
units or composite currency or currencies in which, the principal of any
Security or any premium or interest thereon is payable, or impair the right to
institute suit for the enforcement of any such payment on or after the Stated
Maturity thereof, or (ii) reduce the aforesaid

                                       E-5


percentage of Securities the Holders of which are required to consent to any
such supplemental indenture, or (iii) reduce the percentage of Securities the
Holders of which are required to consent to any waiver of compliance with
certain provisions of the Indenture or any waiver of certain defaults and
consequences thereunder or to reduce the quorum or voting requirements set forth
in the Indenture, or (iv) effect certain other changes to the Indenture or any
supplemental indenture or in the rights of Holders of the Securities. The
Indenture also permits the Holders of a majority in principal amount of the
Outstanding Securities of any series (or, in the case of certain defaults or
Events of Default, all series of Securities), on behalf of the Holders of all
the Securities of such series (or all of the Securities, as the case may be), to
waive compliance by the Issuer with certain provisions of the Indenture and
certain past defaults or Events of Default under the Indenture and their
consequences, prior to any declaration accelerating the maturity of such
Securities, or subject to certain conditions, rescind a declaration of
acceleration and its consequences with respect to such Securities. Any such
consent or waiver by the Holder of this Note (unless revoked as provided in the
Indenture) shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note that may be issued in exchange or
substitution hereof, irrespective of whether or not any notation thereof is made
upon this Note or such other Note.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on this Note in the manner, at the respective times, at the rate and in
the coin or currency herein prescribed.

     Notwithstanding any other provision of the Indenture to the contrary, no
recourse shall be had, whether by levy or execution or otherwise, for the
payment of any sums due under the Securities, including, without limitation, the
principal of, premium, if any, or interest payable under the Securities, or for
the payment or performance of any obligation under, or for any claim based on,
the Indenture or otherwise in respect thereof, against any partner of the
Issuer, whether limited or general, including Simon Property Group, Inc. or such
partner's assets or against any principal, shareholder, officer, director,
trustee or employee of such partner. It is expressly understood that the sole
remedies under the Securities and the Indenture or under any other document with
respect to the Securities, against such parties with respect to such amounts,
obligations or claims shall be against the Issuer.

     This Note is issuable only in registered form without Coupons in
denominations of $1,000 and integral multiples of $1,000 in excess thereof. This
Note may be exchanged for a like aggregate principal amount of Notes of other
authorized denominations at the office or agency of the Issuer in The Borough of
Manhattan, The City of New York, in the manner and subject to the limitations
provided in the Indenture, but without the payment of any service charge, except
for any tax or other governmental charge imposed in connection therewith.

     Upon due presentment for registration of transfer of this Note at the
office or agency of the Issuer in The Borough of Manhattan, The City of New
York, one or more new Notes of authorized denominations in an equal aggregate
principal amount shall be issued to the transferee in exchange therefor, subject
to the limitations provided in the Indenture, without charge, except for any tax
or other governmental charge imposed in connection therewith.

     The Issuer, the Trustee and any authorized agent of the Issuer or the
Trustee may deem and treat the Person in whose name this Note is registered as
the absolute owner of this Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereon), for the
purpose of receiving payment of, or on account of, the principal and any premium
hereof or hereon, and subject to the provisions on the face hereof, interest
hereon, and for all other purposes, and neither the Issuer nor the Trustee nor
any authorized agent of the Issuer or the Trustee shall be affected by any
notice to the contrary.

                                       E-6


     This Note, including the validity hereof, and the Indenture shall be
governed by and construed in accordance with the laws of the State of New York,
and for all purposes shall be construed in accordance with the laws of such
state, except as may otherwise be required by mandatory provisions of law.

     Capitalized terms used herein which are not otherwise defined shall have
the respective meanings assigned to them in the Indenture and the Fourteenth
Supplemental Indenture referred to herein.

                                       E-7


                                  ABBREVIATIONS

     The following abbreviations, when used in the inscription on the face of
this Note, shall be construed as though they were written out in full according
to applicable laws or regulations:

TEN COM - as tenants in common
UNIF GIFT MIN ACT -__________ Custodian____(Cust)____
(minor) under Uniform Gifts to Minors Act_________________(State)
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common

     Additional abbreviations may also be used though not in the above list.


                                   ASSIGNMENT

     FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee.)

This Note and all rights thereunder hereby irrevocably constituting and
appointing Attorney to transfer this Note on the books of the Trustee, with full
power of substitution in the premises.

Dated:
      ----------------   -------------------------------------------------------

                         Notice: The signature(s) on this Assignment must
                         correspond with the name(s) as written upon the face of
                         this Note in every particular, without alteration or
                         enlargement or any change whatsoever.

                                       E-8




                                                                     EXHIBIT 4.3

                                                               EXECUTION VERSION

[CLIFFORD CHANCE LOGO]                                    CLIFFORD CHANCE US LLP


                                   ----------


                          REGISTRATION RIGHTS AGREEMENT


                           DATED AS OF AUGUST 11, 2004

                                      AMONG


                           SIMON PROPERTY GROUP, L.P.


                                       AND


                          CITIGROUP GLOBAL MARKETS INC.
                          DEUTSCHE BANK SECURITIES INC.
                           J.P. MORGAN SECURITIES INC.
                         BANC OF AMERICA SECURITIES LLC
                          WACHOVIA CAPITAL MARKETS, LLC


                                   ----------



                          REGISTRATION RIGHTS AGREEMENT

     This Registration Rights Agreement (the "Agreement") is made and entered
into this 11th day of August, 2004, among Simon Property Group, L.P., a Delaware
limited partnership (the "Operating Partnership"), and Citigroup Global Markets
Inc. ("Citigroup"), Deutsche Bank Securities Inc. ("Deutsche Bank"), J.P. Morgan
Securities Inc. ("J.P. Morgan"), Banc of America Securities LLC ("BofA") and
Wachovia Capital Markets, LLC ("Wachovia") and the other Initial Purchasers
named in Schedule 1 to the Purchase Agreement (as hereinafter defined)
(collectively, the "Initial Purchasers"). Capitalized terms used but not defined
herein shall have the meanings ascribed to them in the Purchase Agreement.

     This Agreement is made pursuant to the Purchase Agreement, dated August 4,
2004, among the Operating Partnership and the Initial Purchasers (the "Purchase
Agreement"), which provides for the sale by the Operating Partnership to the
Initial Purchasers of an aggregate of $400,000,000 principal amount of the
Operating Partnership's 4.875% senior unsecured notes due 2010 and an aggregate
of $500,000,000 principal amount of the Operating Partnership's 5.625% senior
unsecured notes due 2014 (collectively, the "Securities"). In order to induce
the Initial Purchasers to enter into the Purchase Agreement, the Operating
Partnership has agreed to provide to the Initial Purchasers and their direct and
indirect transferees the registration rights set forth in this Agreement. The
execution of this Agreement is a condition to the closing under the Purchase
Agreement.

     In consideration of the foregoing, the parties hereto agree as follows:

     1.   DEFINITIONS.

     As used in this Agreement, the following capitalized defined terms shall
have the following meanings:

     "1933 ACT" shall mean the Securities Act of 1933, as amended from time to
time.

     "1934 ACT" shall mean the Securities Exchange Act of 1934, as amended from
time to time.

     "BofA" shall have the meaning set forth in the preamble.

     "CITIGROUP" shall have the meaning set forth in the preamble.

     "CLOSING DATE" shall mean the Closing Time as defined in the Purchase
Agreement.

     "DEPOSITARY" shall mean The Depository Trust Company, or any other
depositary appointed by the Operating Partnership, PROVIDED, HOWEVER, that such
depositary must have an address in the Borough of Manhattan, in the City of New
York.

     "DEUTSCHE BANK" shall have the meaning set forth in the preamble.

     "EXCHANGE OFFER" shall mean the exchange offer by the Operating Partnership
of Exchange Securities for Registrable Securities pursuant to Section 2.1
hereof.

     "EXCHANGE OFFER REGISTRATION" shall mean a registration under the 1933 Act
effected pursuant to Section 2.1 hereof.

     "EXCHANGE OFFER REGISTRATION STATEMENT" shall mean an exchange offer
registration statement on Form S-4 (or, if applicable, on another appropriate
form), and all amendments and supplements to such registration statement,
including the Prospectus contained therein, all exhibits thereto and all
documents incorporated by reference therein.

     "EXCHANGE PERIOD" shall have the meaning set forth in Section 2.1 hereof.



     "EXCHANGE SECURITIES" shall mean the 4.875% senior unsecured notes due 2010
and the 5.625% senior unsecured notes due 2014 issued by the Operating
Partnership under the Indenture containing terms identical to the Securities in
all material respects (except for references to certain interest rate
provisions, restrictions on transfers and restrictive legends), to be offered to
Holders of Securities in exchange for Registrable Securities pursuant to the
Exchange Offer.

     "HOLDER" shall mean an Initial Purchaser, for so long as it owns any
Registrable Securities, and each of its successors, assigns and direct and
indirect transferees who become registered owners of Registrable Securities
under the Indenture and each Participating Broker-Dealer that holds Exchange
Securities for so long as such Participating Broker-Dealer is required to
deliver a prospectus meeting the requirements of the 1933 Act in connection with
any resale of such Exchange Securities.

     "INDENTURE" shall mean the Indenture relating to the Securities, dated as
of November 26, 1996, between the Operating Partnership, Simon Property Group,
L.P., a Delaware limited partnership (which, effective December 31, 1997, was
merged into the Operating Partnership) and The Chase Manhattan Bank (now,
JPMorgan Chase Bank), as trustee, as the same may be amended, supplemented,
waived or otherwise modified from time to time in accordance with the terms
thereof.

     "INITIAL PURCHASER" or "INITIAL PURCHASERS" shall have the meaning set
forth in the preamble.

     "J.P. MORGAN" shall have the meaning set forth in the preamble.

     "MAJORITY HOLDERS" shall mean the Holders of a majority of the aggregate
principal amount of Outstanding (as defined in the Indenture) Registrable
Securities; PROVIDED, that whenever the consent or approval of Holders of a
specified percentage of Registrable Securities is required hereunder,
Registrable Securities held by the Operating Partnership and other obligors or
any Affiliate (as defined in the Indenture) of the Operating Partnership shall
be disregarded in determining whether such consent or approval was given by the
Holders of such required percentage amount.

     "OPERATING PARTNERSHIP" shall have the meaning set forth in the preamble
and shall also include the Operating Partnership's successors.

     "PARTICIPATING BROKER-DEALER" shall mean any of Citigroup, Deutsche Bank,
J.P. Morgan, BofA, Wachovia and, if applicable, any other broker-dealer which
makes a market in the Securities and exchanges Registrable Securities in the
Exchange Offer for Exchange Securities.

     "PERSON" shall mean an individual, partnership (general or limited),
corporation, limited liability company, trust or unincorporated organization, or
a government or agency or political subdivision thereof.

     "PRIVATE EXCHANGE" shall have the meaning set forth in Section 2.1 hereof.

     "PRIVATE EXCHANGE SECURITIES" shall have the meaning set forth in Section
2.1 hereof.

     "PROSPECTUS" shall mean the prospectus included in a Registration
Statement, including any preliminary prospectus, and any such prospectus as
amended or supplemented by any prospectus supplement, including any such
prospectus supplement with respect to the terms of the offering of any portion
of the Registrable Securities covered by a Shelf Registration Statement, and by
all other amendments and supplements to a prospectus, including post-effective
amendments, and in each case including all material incorporated by reference
therein.

     "PURCHASE AGREEMENT" shall have the meaning set forth in the preamble.

     "REGISTRABLE SECURITIES" shall mean the Securities and, if issued, the
Private Exchange Securities; PROVIDED, HOWEVER, the Securities and, if issued,
the Private Exchange Securities, shall cease to be Registrable Securities when
(i) a Registration Statement with respect to such Securities shall have been

                                        3


declared effective under the 1933 Act and such Securities shall have been
disposed of pursuant to such Registration Statement, (ii) such Securities have
been sold to the public pursuant to Rule 144 (or any similar provision then in
force, but not Rule 144A) under the 1933 Act, (iii) such Securities shall have
ceased to be outstanding, or (iv) the Exchange Offer is consummated (except in
the case of Securities purchased from the Operating Partnership and continued to
be held by the Initial Purchasers).

     "REGISTRATION EXPENSES" shall mean any and all expenses incident to
performance of or compliance by the Operating Partnership with this Agreement,
including without limitation: (i) all SEC, stock exchange or National
Association of Securities Dealers, Inc. (the "NASD") registration and filing
fees, including, if applicable, the fees and expenses of any "qualified
independent underwriter" (and its counsel) that is required to be retained by
any holder of Registrable Securities in accordance with the rules and
regulations of the NASD, (ii) all fees and expenses incurred in connection with
compliance with state securities or blue sky laws and compliance with the rules
of the NASD (including reasonable fees and disbursements of counsel for any
underwriters or Holders in connection with the blue sky qualification of any of
the Exchange Securities or Registrable Securities and any filings with the
NASD), (iii) all expenses of any Persons in preparing or assisting in preparing,
word processing, printing and distributing any Registration Statement, any
Prospectus, any amendments or supplements thereto, any underwriting agreements,
securities sales agreements and other documents relating to the performance of
and compliance with this Agreement, (iv) all fees and expenses incurred in
connection with the listing, if any, of any of the Registrable Securities on any
securities exchange or exchanges, (v) all rating agency fees, (vi) the fees and
disbursements of counsel for the Operating Partnership and of the independent
public accountants of the Operating Partnership, including the expenses of any
special audits or "cold comfort" letters required by or incident to such
performance and compliance, (vii) the fees and expenses of the Trustee, and any
escrow agent or custodian, (viii) the reasonable fees and expenses of the
Initial Purchasers in connection with the Exchange Offer, including the
reasonable fees and expenses of counsel to the Initial Purchasers in connection
therewith, (ix) the reasonable fees and disbursements of any special counsel
representing the Holders of Registrable Securities, and (x) any fees and
disbursements of the underwriters customarily required to be paid by issuers or
sellers of securities and the fees and expenses of any special experts retained
by the Operating Partnership in connection with any Registration Statement, but
excluding underwriting discounts and commissions and transfer taxes, if any,
relating to the sale or disposition of Registrable Securities by a Holder.

     "REGISTRATION STATEMENT" shall mean any registration statement of the
Operating Partnership which covers any of the Exchange Securities or Registrable
Securities pursuant to the provisions of this Agreement, and all amendments and
supplements to any such Registration Statement, including post-effective
amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference therein.

     "SEC" shall mean the Securities and Exchange Commission or any successor
agency or government body performing the functions currently performed by the
United States Securities and Exchange Commission.

     "SHELF REGISTRATION" shall mean a registration effected pursuant to Section
2.2 hereof.

     "SHELF REGISTRATION STATEMENT" shall mean a "shelf" registration statement
of the Operating Partnership pursuant to the provisions of Section 2.2 of this
Agreement which covers all of the Registrable Securities or all of the Private
Exchange Securities on an appropriate form under Rule 415 under the 1933 Act, or
any similar rule that may be adopted by the SEC, and all amendments and
supplements to such registration statement, including post-effective amendments,
in each case including the Prospectus contained therein, all exhibits thereto
and all material incorporated by reference therein.

     "TIA" shall mean the Trust Indenture Act of 1939, as amended from time to
time.

                                        4


     "TRUSTEE" shall mean the trustee with respect to the Securities under the
Indenture.

     "WACHOVIA" shall have the meaning set forth in the preamble.

     2.   REGISTRATION UNDER THE 1933 ACT.

          2.1   EXCHANGE OFFER. The Operating Partnership shall, for the benefit
of the Holders, at the Operating Partnership's cost, (A) use its reasonable best
efforts to prepare and, as soon as practicable but not later than 120 days after
the Closing Date, file with the SEC an Exchange Offer Registration Statement on
an appropriate form under the 1933 Act with respect to a proposed Exchange Offer
and the issuance and delivery to the Holders, in exchange for the Registrable
Securities (other than Private Exchange Securities), of a like principal amount
of Exchange Securities, (B) use its reasonable best efforts to cause the
Exchange Offer Registration Statement to be declared effective under the 1933
Act within 165 days of the Closing Date, (C) use its reasonable best efforts to
keep the Exchange Offer Registration Statement effective until the closing of
the Exchange Offer, and (D) use its reasonable best efforts to cause the
Exchange Offer to be consummated not later than 210 days following the Closing
Date. The Exchange Securities shall be issued under the Indenture. Upon the
effectiveness of the Exchange Offer Registration Statement, the Operating
Partnership shall promptly commence the Exchange Offer, it being the objective
of such Exchange Offer to enable each Holder eligible and electing to exchange
Registrable Securities for Exchange Securities (assuming that such Holder (a) is
not an affiliate of the Operating Partnership within the meaning of Rule 405
under the 1933 Act, (b) is not a broker-dealer tendering Registrable Securities
acquired directly from the Operating Partnership for its own account, (c)
acquired the Exchange Securities in the ordinary course of such Holder's
business, or (d) has no arrangements or understandings with any Person to
participate in the Exchange Offer for the purpose of distributing the Exchange
Securities) to transfer such Exchange Securities from and after their receipt
without any limitations or restrictions under the 1933 Act and under state
securities or blue sky laws.

     In connection with the Exchange Offer, the Operating Partnership shall:

     (a)  mail as promptly as practicable to each Holder a copy of the
Prospectus forming part of the Exchange Offer Registration Statement, together
with an appropriate letter of transmittal and related documents;

     (b)  keep the Exchange Offer open for acceptance for a period of not less
than 30 calendar days after the date notice thereof is mailed to the Holders (or
longer if required by applicable law) (such period referred to herein as the
"Exchange Period");

     (c)  utilize the services of the Depositary for the Exchange Offer;

     (d)  permit Holders to withdraw tendered Registrable Securities at any time
prior to 5:00 p.m. (Eastern Time), on the last business day of the Exchange
Period, by sending to the institution specified in the notice, a telegram,
telex, facsimile transmission or letter setting forth the name of such Holder,
the principal amount of Registrable Securities delivered for exchange, and a
statement that such Holder is withdrawing such Holder's election to have such
Securities exchanged;

     (e)  notify each Holder that any Registrable Security not tendered shall
remain outstanding and continue to accrue interest, but shall not retain any
rights under this Agreement (except in the case of the Initial Purchasers and
Participating Broker-Dealers as provided herein); and

     (f)  otherwise comply in all respects with all applicable laws relating to
the Exchange Offer.

                                        5


     If, prior to consummation of the Exchange Offer, the Initial Purchasers
hold any Securities acquired by them and having the status of an unsold
allotment in the initial distribution, the Operating Partnership upon the
request of any Initial Purchaser shall, simultaneously with the delivery of the
Exchange Securities in the Exchange Offer, issue and deliver to such Initial
Purchaser in exchange (the "Private Exchange") for the Securities held by such
Initial Purchaser, a like principal amount of debt securities of the Operating
Partnership that are identical (except that such securities shall bear
appropriate transfer restrictions) to the Exchange Securities (the "Private
Exchange Securities").

     The Exchange Securities and the Private Exchange Securities shall be issued
under (i) the Indenture or (ii) an indenture identical in all material respects
to the Indenture and which, in either case, has been qualified under the TIA, or
is exempt from such qualification and shall provide that the Exchange Securities
shall not be subject to the transfer restrictions set forth in the Indenture but
that the Private Exchange Securities shall be subject to such transfer
restrictions. The Indenture or such indenture shall provide that the Exchange
Securities, the Private Exchange Securities and the Securities shall vote and
consent together on all matters as one class and that none of the Exchange
Securities, the Private Exchange Securities or the Securities shall have the
right to vote or consent as a separate class on any matter. The Private Exchange
Securities shall be of the same series as and the Operating Partnership shall
use all commercially reasonable efforts to have the Private Exchange Securities
bear the same CUSIP number as the Exchange Securities. The Operating Partnership
shall not have any liability under this Agreement solely as a result of such
Private Exchange Securities not bearing the same CUSIP number as the Exchange
Securities.

     As soon as practicable after the close of the Exchange Offer and/or the
Private Exchange, as the case may be, the Operating Partnership shall:

          (i)   accept for exchange all Registrable Securities duly tendered and
not validly withdrawn pursuant to the Exchange Offer in accordance with the
terms of the Exchange Offer Registration Statement and the letter of transmittal
which shall be an exhibit thereto;

          (ii)  accept for exchange all Securities properly tendered pursuant to
the Private Exchange;

          (iii) deliver to the Trustee for cancellation all Registrable
Securities so accepted for exchange; and

          (iv)  cause the Trustee promptly to authenticate and deliver Exchange
Securities or Private Exchange Securities, as the case may be, to each Holder of
Registrable Securities so accepted for exchange in a principal amount equal to
the principal amount of the Registrable Securities of such Holder so accepted
for exchange.

     Interest on each Exchange Security and Private Exchange Security shall
accrue from the last date on which interest was paid on the Registrable
Securities surrendered in exchange therefor or, if no interest has been paid on
the Registrable Securities, from the date of original issuance. The Exchange
Offer and the Private Exchange shall not be subject to any conditions, other
than (i) that the Exchange Offer or the Private Exchange, or the making of any
exchange by a Holder, does not violate applicable law or any applicable
interpretation of the staff of the SEC, (ii) the due tendering of Registrable
Securities in accordance with the Exchange Offer and the Private Exchange, (iii)
that each Holder of Registrable Securities exchanged in the Exchange Offer shall
have represented that all Exchange Securities to be received by it shall be
acquired in the ordinary course of its business and that at the time of the
consummation of the Exchange Offer it shall have no arrangement or understanding
with any person to participate in the distribution (within the meaning of the
1933 Act) of the Exchange Securities and shall have made such other
representations as may be reasonably necessary under applicable SEC rules,

                                        6


regulations or interpretations to render the use of Form S-4 or other
appropriate form under the 1933 Act available, and (iv) that no action or
proceeding shall have been instituted or threatened in any court or by or before
any governmental agency with respect to the Exchange Offer or the Private
Exchange which, in the Operating Partnership's judgment, would reasonably be
expected to impair the ability of the Operating Partnership to proceed with the
Exchange Offer or the Private Exchange. The Operating Partnership shall inform
the Initial Purchasers of the names and addresses of the Holders to whom the
Exchange Offer is made, and the Initial Purchasers shall have the right to
contact such Holders and otherwise facilitate the tender of Registrable
Securities in the Exchange Offer.

          2.2   SHELF REGISTRATION.

     (a)  If, because of any changes in law, SEC rules or regulations or
applicable interpretations thereof by the staff of the SEC, the Operating
Partnership is not permitted to effect the Exchange Offer as contemplated by
Section 2.1 hereof, (ii) if for any other reason the Exchange Offer is not
consummated within 210 days after the original issue of the Registrable
Securities, or (iii) if a Holder is not permitted to participate in the Exchange
Offer or does not receive fully tradeable Exchange Securities pursuant to the
Exchange Offer (other than due solely to the status of such holder as an
affiliate of the Operating Partnership within the meaning of the 1933 Act or as
a broker dealer), then in case of each of clauses (i) through (iii) the
Operating Partnership shall (x) promptly deliver to the holders written notice
thereof and (y) at the Operating Partnership's sole expense:

     (b)  As promptly as practicable, (but in no event more than 60 days after
so required or requested pursuant to this Agreement) file with the SEC, and
thereafter shall use its best efforts to cause to be declared effective as
promptly as practicable but no later than 210 days after the original issue of
the Registrable Securities, a Shelf Registration Statement relating to the offer
and sale of the Registrable Securities by the Holders from time to time in
accordance with the methods of distribution elected by the Majority Holders
participating in the Shelf Registration and set forth in such Shelf Registration
Statement.

     (c)  Use its best efforts to keep the Shelf Registration Statement
continuously effective in order to permit the Prospectus forming part thereof to
be usable by Holders for a period of two years from the date the Shelf
Registration Statement is declared effective by the SEC, or for such shorter
period that will terminate when all Registrable Securities covered by the Shelf
Registration Statement have been sold pursuant to the Shelf Registration
Statement or cease to be outstanding or otherwise to be Registrable Securities
(the "Effectiveness Period"); PROVIDED, HOWEVER, that the Effectiveness Period
in respect of the Shelf Registration Statement shall be extended to the extent
required to permit dealers to comply with the applicable prospectus delivery
requirements of Rule 174 under the 1933 Act and as otherwise provided herein.

     (d)  Notwithstanding any other provisions hereof, use its best efforts to
ensure that (i) any Shelf Registration Statement and any amendment thereto and
any Prospectus forming part thereof and any supplement thereto complies in all
material respects with the 1933 Act and the rules and regulations thereunder,
(ii) any Shelf Registration Statement and any amendment thereto does not, when
it becomes effective, contain an untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading, and (iii) any Prospectus forming part of any
Shelf Registration Statement, and any supplement to such Prospectus (as amended
or supplemented from time to time), does not include an untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements, in light of the circumstances under which they were made, not
misleading.

                                        7


     No Holder of Registrable Securities shall be entitled to include any of its
Registrable Securities in any Shelf Registration pursuant to this Agreement
unless and until such Holder agrees in writing to be bound by all of the
provisions of this Agreement applicable to such Holder and furnishes to the
Operating Partnership in writing within 15 days after receipt of a request
therefor, such information as the Operating Partnership may, after conferring
with counsel, reasonably request for inclusion in any Shelf Registration
Statement or Prospectus included therein. Each Holder as to which any Shelf
Registration is being effected agrees to furnish to the Operating Partnership
all information with respect to such Holder necessary to make the information
previously furnished to the Operating Partnership by such Holder not materially
misleading.

     The Operating Partnership shall not permit any securities other than
Registrable Securities to be included in the Shelf Registration Statement. The
Operating Partnership further agrees, if necessary, to supplement or amend the
Shelf Registration Statement, as required by Section 3(b) below, and to furnish
to the Holders of Registrable Securities copies of any such supplement or
amendment promptly after its being used or filed with the SEC.

          2.3   EXPENSES. The Operating Partnership shall pay all Registration
Expenses in connection with the registration pursuant to Section 2.1 or Section
2.2. Each Holder shall pay all underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of such Holder's
Registrable Securities pursuant to the Shelf Registration Statement.

          2.4   EFFECTIVENESS.

     (a)  The Operating Partnership shall be deemed not to have used its best
efforts to cause the Exchange Offer Registration Statement or the Shelf
Registration Statement, as the case may be, to become, or to remain, effective
during the requisite period if the Operating Partnership voluntarily takes any
action that would, or omits to take any action which omission would, result in
any such Registration Statement not being declared effective or in the Holders
of Registrable Securities covered thereby not being able to exchange or offer
and sell such Registrable Securities during that period as and to the extent
contemplated hereby, unless such action is required by applicable law.

     (b)  An Exchange Offer Registration Statement pursuant to Section 2.1
hereof or a Shelf Registration Statement pursuant to Section 2.2 hereof shall
not be deemed to have become effective unless it has been declared effective by
the SEC; PROVIDED, HOWEVER, that if, after it has been declared effective, the
offering of Registrable Securities pursuant to an Exchange Offer Registration
Statement or a Shelf Registration Statement is interfered with by any stop
order, injunction or other order or requirement of the SEC or any other
governmental agency or court, such Registration Statement shall be deemed not to
have become effective during the period of such interference, until the offering
of Registrable Securities pursuant to such Registration Statement may legally
resume.

          2.5   INTEREST. The Indenture executed in connection with the
Securities shall provide that if (i) the Exchange Offer Registration Statement
is not filed with the Commission on or prior to the 120th day following the
Closing Date, (ii) the Exchange Offer Registration Statement is not declared
effective on or prior to the 165th day following the Closing Date or (iii) the
Exchange Offer is not consummated or the Shelf Registration Statement is not
declared effective on or prior to the 210th day following the Closing Date, the
Special Interest Premium shall accrue from and including the next day following
each of (a) such 120-day period in the case of clause (i) above, (b) such
165-day period in the case of clause (ii) above and (c) such 210-day period in
the case of clause (iii) above, in each case at a rate equal to 0.50% per annum.
The aggregate amount of the Special Interest Premium payable pursuant to the
above provisions shall in no event exceed 0.50% per annum. If the Exchange Offer
Registration Statement is not declared effective on or prior to the 165th day
following the Closing Date and the Operating Partnership shall request holders
of Securities to provide the information called for by the

                                        8


Registration Rights Agreement referred to herein for inclusion in the Shelf
Registration Statement, the Securities owned by holders who do not deliver such
information to the Operating Partnership when required pursuant to the
Registration Rights Agreement shall not be entitled to any such increase in the
interest rate for any day after the 210th day following the Closing Date. Upon
(1) the filing of the Exchange Offer Registration Statement after the 120-day
period described in clause (i) above, (2) the effectiveness of the Exchange
Offer Registration Statement after the 165-day period described in clause (ii)
above or (3) the consummation of the Exchange Offer or the effectiveness of a
Shelf Registration Statement, as the case may be, after the 210-day period
described in clause (iii) above, the interest rate on each series of Securities
from the date of such effectiveness or consummation, as the case may be, shall
be reduced to the original interest rate.

     If a Shelf Registration Statement is declared effective pursuant to the
foregoing paragraphs, and if the Operating Partnership fails to keep such Shelf
Registration Statement continuously (x) effective or (y) useable for resales for
the period required by this Agreement due to certain circumstances relating to
pending corporate developments, public filings with the Commission and similar
events, or because the Prospectus contains an untrue statement of a material
fact or omits to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading, and such
failure continues for more than 60 days (whether or not consecutive) in any
12-month period (the 61st day being referred to as the "Default Day"), then from
the Default Day until the earlier of (i) the date that the Shelf Registration
Statement is again deemed effective or is useable, (ii) the date that is the
second anniversary of the Closing Date (or, if Rule 144(k) is amended to provide
a shorter restrictive period, the end of such shorter period) or (iii) the date
as of which all the Securities are sold pursuant to the Shelf Registration
Statement, the Special Interest Premium shall accrue at a rate equal to 0.50%
per annum.

     If the Operating Partnership fails to keep the Shelf Registration Statement
continuously effective or useable for resales pursuant to the preceding
paragraph, it shall give the Holders notice to suspend the sale of the
Securities and shall extend the relevant period referred to above during which
the Operating Partnership is required to keep effective the Shelf Registration
Statement (or the period during which Participating Broker-Dealers are entitled
to use the prospectus included in the Exchange Offer Registration Statement in
connection with the resale of Exchange Securities, as the case may be) by the
number of days during the period from and including the date of the giving of
such notice to and including the date when holders shall have received copies of
the supplemental or amended prospectus necessary to permit resales of the
Securities or to and including the date on which the Operating Partnership has
given notice that the sale of Securities may be resumed, as the case may be.

     Each Note shall contain a legend to the effect that the holder thereof, by
its acceptance thereof, shall be deemed to have agreed to be bound by the
provisions of this Agreement.

     The Operating Partnership shall notify the Trustee within three business
days after each and every date on which an event occurs in respect of which
Additional Interest (as defined in the Indenture) is required to be paid (an
"Event Date"). Additional Interest shall be paid by depositing with the Trustee,
in trust, for the benefit of the Holders of Registrable Securities, on or before
the applicable semiannual interest payment date, immediately available funds in
sums sufficient to pay the Additional Interest then due. The Additional Interest
due shall be payable on each interest payment date to the record Holder of
Securities entitled to receive the interest payment to be paid on such date as
set forth in the Indenture. Each obligation to pay Additional Interest shall be
deemed to accrue from and including the day following the applicable Event Date.

     3.   REGISTRATION PROCEDURES.

     In connection with the obligations of the Operating Partnership with
respect to Registration Statements pursuant to Section 2.1 and Section 2.2
hereof, the Operating Partnership shall:

                                        9


     (a)  prepare and file with the SEC a Registration Statement, within the
relevant time period specified in Section 2, on the appropriate form under the
1933 Act, which form (i) shall be selected by the Operating Partnership, (ii)
shall, in the case of a Shelf Registration, be available for the sale of the
Registrable Securities by the selling Holders thereof, (iii) shall comply as to
form in all material respects with the requirements of the applicable form and
include or incorporate by reference all financial statements required by the SEC
to be filed therewith or incorporated by reference therein, and (iv) shall
comply in all respects with the requirements of Regulation S-T under the 1933
Act, and use its best efforts to cause such Registration Statement to become
effective and remain effective in accordance with Section 2 hereof;

     (b)  prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary under applicable
law to keep such Registration Statement effective for the applicable period; and
cause each Prospectus to be supplemented by any required prospectus supplement,
and as so supplemented to be filed pursuant to Rule 424 (or any similar
provision then in force) under the 1933 Act and comply with the provisions of
the 1933 Act, the 1934 Act and the rules and regulations thereunder applicable
to them with respect to the disposition of all securities covered by each
Registration Statement during the applicable period in accordance with the
intended method or methods of distribution by the selling Holders thereof
(including sales by any Participating Broker-Dealer);

     (c)  in the case of a Shelf Registration, (i) notify each Holder of
Registrable Securities, at least five business days prior to filing, that a
Shelf Registration Statement with respect to the Registrable Securities is being
filed and advise such Holders that the distribution of Registrable Securities
shall be made in accordance with the method selected by the Majority Holders
participating in the Shelf Registration; (ii) furnish to each Holder of
Registrable Securities and to each underwriter of an underwritten offering of
Registrable Securities, if any, without charge, as many copies of each
Prospectus, including each preliminary Prospectus, and any amendment or
supplement thereto and such other documents as such Holder or underwriter may
reasonably request, including financial statements and schedules and, if the
Holder so requests, all exhibits in order to facilitate the public sale or other
disposition of the Registrable Securities; and (iii) hereby consent to the use
of the Prospectus or any amendment or supplement thereto by each of the selling
Holders of Registrable Securities in connection with the offering and sale of
the Registrable Securities covered by the Prospectus or any amendment or
supplement thereto;

     (d)  in the case of a Shelf Registration, use its best efforts to register
or qualify the Registrable Securities under all applicable state securities or
"blue sky" laws of such jurisdictions as any Holder of Registrable Securities
covered by a Registration Statement and each underwriter of an underwritten
offering of Registrable Securities shall reasonably request by the time the
applicable Registration Statement is declared effective by the SEC, and do any
and all other acts and things which may be reasonably necessary or advisable to
enable each such Holder and underwriter to consummate the disposition in each
such jurisdiction of such Registrable Securities owned by such Holder; PROVIDED,
HOWEVER, that the Operating Partnership shall not be required to (i) qualify as
a foreign corporation or as a dealer in securities in any jurisdiction where it
would not otherwise be required to qualify but for this Section 3(d), or (ii)
take any action which would subject it to general service of process or taxation
in any such jurisdiction where it is not then so subject;

     (e)  notify promptly each Holder of Registrable Securities under a Shelf
Registration or any Participating Broker-Dealer who has notified the Operating
Partnership that it is utilizing the Exchange Offer Registration Statement as
provided in paragraph (f) below and, if requested by such Holder or
Participating Broker-Dealer, confirm such advice in writing promptly (i) when a
Registration Statement has become effective and when any post-effective
amendments and supplements thereto become

                                       10


effective, (ii) of any request by the SEC or any state securities authority for
post-effective amendments and supplements to a Registration Statement and
Prospectus or for additional information after the Registration Statement has
become effective, (iii) of the issuance by the SEC or any state securities
authority of any stop order suspending the effectiveness of a Registration
Statement or the initiation of any proceedings for that purpose, (iv) in the
case of a Shelf Registration, if, between the effective date of a Registration
Statement and the closing of any sale of Registrable Securities covered thereby,
the representations and warranties of the Operating Partnership contained in any
underwriting agreement, securities sales agreement or other similar agreement,
if any, relating to the offering cease to be true and correct in all material
respects, (v) of the happening of any event or the discovery of any facts during
the period a Shelf Registration Statement is effective which makes any statement
made in such Registration Statement or the related Prospectus untrue in any
material respect or which requires the making of any changes in such
Registration Statement or Prospectus in order to make the statements therein not
misleading, (vi) of the receipt by the Operating Partnership of any notification
with respect to the suspension of the qualification of the Registrable
Securities or the Exchange Securities, as the case may be, for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose, and (vii) of any determination by the Operating Partnership that a
post-effective amendment to such Registration Statement would be appropriate;

     (f)  (i)   in the case of the Exchange Offer Registration Statement (a)
include in the Exchange Offer Registration Statement a section entitled "Plan of
Distribution" which section shall be reasonably acceptable to Citigroup,
Deutsche Bank, J.P. Morgan, BofA and Wachovia on behalf of the Participating
Broker-Dealers, and which shall contain a summary statement of the positions
taken or policies made by the staff of the SEC with respect to the potential
"underwriter" status of any broker-dealer that holds Registrable Securities
acquired for its own account as a result of market-making activities or other
trading activities and that shall be the beneficial owner (as defined in Rule
13d-3 under the Exchange Act) of Exchange Securities to be received by such
broker-dealer in the Exchange Offer, whether such positions or policies have
been publicly disseminated by the staff of the SEC or such positions or
policies, in the reasonable judgment of Citigroup, Deutsche Bank, J.P. Morgan,
BofA and Wachovia on behalf of the Participating Broker-Dealers and their
counsel, represent the prevailing views of the staff of the SEC, including a
statement that any such broker-dealer who receives Exchange Securities for
Registrable Securities pursuant to the Exchange Offer may be deemed a statutory
underwriter and must deliver a prospectus meeting the requirements of the 1933
Act in connection with any resale of such Exchange Securities, (b) furnish to
each Participating Broker-Dealer who has delivered to the Operating Partnership
the notice referred to in Section 3(e), without charge, as many copies of each
Prospectus included in the Exchange Offer Registration Statement, including any
preliminary prospectus, and any amendment or supplement thereto, as such
Participating Broker-Dealer may reasonably request, (c) hereby consent to the
use of the Prospectus forming part of the Exchange Offer Registration Statement
or any amendment or supplement thereto, by any Person subject to the prospectus
delivery requirements of the SEC, including all Participating Broker-Dealers, in
connection with the sale or transfer of the Exchange Securities covered by the
Prospectus or any amendment or supplement thereto, and (d) include in the
transmittal letter or similar documentation to be executed by an exchange
offeree in order to participate in the Exchange Offer (i) the following
provision:

          "If the exchange offeree is a broker-dealer holding Registrable
          Securities acquired for its own account as a result of market-making
          activities or other trading activities, it will deliver a prospectus
          meeting the requirements of the 1933 Act in connection with any resale
          of Exchange Securities received in respect of such Registrable
          Securities pursuant to the Exchange Offer;" and

                                       11


          (ii)  a statement to the effect that, by a broker-dealer making the
acknowledgment described in clause (i) and by delivering a Prospectus in
connection with the exchange of Registrable Securities, the broker-dealer shall
not be deemed to admit that it is an underwriter within the meaning of the 1933
Act; and

          (iii) in the case of any Exchange Offer Registration Statement, the
Operating Partnership agrees to deliver to the Initial Purchasers on behalf of
the Participating Broker-Dealers upon the effectiveness of the Exchange Offer
Registration Statement (a) an opinion of counsel or opinions of counsel
substantially in the form attached hereto as Exhibit A, (b) officers'
certificates substantially in the form customarily delivered in a public
offering of debt securities and (c) a comfort letter or comfort letters in
customary form to the extent permitted by Statement on Auditing Standards No. 72
of the American Institute of Certified Public Accountants (or if such a comfort
letter is not permitted, an agreed upon procedures letter in customary form)
from the Operating Partnership's independent certified public accountants (and,
if necessary, any other independent certified public accountants of any
subsidiary of the Operating Partnership or of any business acquired by the
Operating Partnership for which financial statements are, or are required to be,
included in the Registration Statement) at least as broad in scope and coverage
as the comfort letter or comfort letters delivered to the Initial Purchasers in
connection with the initial sale of the Securities to the Initial Purchasers;

     (g)  The Operating Partnership may require each seller of Registrable
Securities as to which any registration is being effected to furnish to the
Operating Partnership, as applicable, such information regarding such seller as
may be required by the staff of the SEC to be included in a Registration
Statement. The Operating Partnership shall have no obligation to register under
the Securities Act the Registrable Securities of a seller who so fails to
furnish such information.

     (h)  (i)   in the case of an Exchange Offer, furnish counsel for the
Initial Purchasers and (ii) in the case of a Shelf Registration, furnish counsel
for the Holders of Registrable Securities copies of any comment letters received
from the SEC or any other request by the SEC or any state securities authority
for amendments or supplements to a Registration Statement and Prospectus or for
additional information;

     (i)  make every reasonable effort to obtain the withdrawal of any order
suspending the effectiveness of a Registration Statement at the earliest
possible moment;

     (j)  in the case of a Shelf Registration, furnish to each Holder of
Registrable Securities, and each underwriter, if any, without charge, at least
one conformed copy of each Registration Statement and any post-effective
amendment thereto, including financial statements and schedules (without
documents incorporated therein by reference and all exhibits thereto, unless
requested);

     (k)  in the case of a Shelf Registration, cooperate with the selling
Holders of Registrable Securities to facilitate the timely preparation and
delivery of certificates representing Registrable Securities to be sold and not
bearing any restrictive legends; and enable such Registrable Securities to be in
such denominations (consistent with the provisions of the Indenture) and
registered in such names as the selling Holders or the underwriters, if any, may
reasonably request at least three business days prior to the closing of any sale
of Registrable Securities;

     (l)  in the case of a Shelf Registration, upon the occurrence of any event
or the discovery of any facts, each as contemplated by Section 3(e)(v) and
Section 3(e)(vi) hereof, as promptly as practicable after the occurrence of such
an event, use its best efforts to prepare a supplement or post-effective
amendment to the Registration Statement or the related Prospectus or any
document incorporated therein by reference or file any other required document
so that, as thereafter delivered to the purchasers of the Registrable Securities
or Participating Broker-Dealers, such Prospectus shall not contain at the time
of

                                       12


such delivery any untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading or shall remain so
qualified. At such time as such public disclosure is otherwise made or the
Operating Partnership determines that such disclosure is not necessary, in each
case to correct any misstatement of a material fact or to include any omitted
material fact, the Operating Partnership agrees promptly to notify each Holder
of such determination and to furnish each Holder such number of copies of the
Prospectus as amended or supplemented, as such Holder may reasonably request;

     (m)  in the case of a Shelf Registration, a reasonable time prior to the
filing of any Registration Statement, any Prospectus, any amendment to a
Registration Statement or amendment or supplement to a Prospectus or any
document which is to be incorporated by reference into a Registration Statement
or a Prospectus after initial filing of a Registration Statement, provide copies
of such document to the Initial Purchasers on behalf of such Holders; and make
representatives of the Operating Partnership as shall be reasonably requested by
the Holders of Registrable Securities, or the Initial Purchasers on behalf of
such Holders, available for discussion of such document;

     (n)  use its reasonable best efforts to obtain a CUSIP number for all
Exchange Securities, Private Exchange Securities or Registrable Securities, as
the case may be, not later than the effective date of a Registration Statement,
and provide the Trustee with printed certificates for the Exchange Securities,
Private Exchange Securities or the Registrable Securities, as the case may be,
in a form eligible for deposit with the Depositary;

     (o)  use its reasonable best efforts to (i) cause the Indenture Supplement
to be qualified under the TIA in connection with the registration of the
Exchange Securities or Registrable Securities, as the case may be, (ii)
cooperate with the Trustee and the Holders to effect such changes to the
Indenture as may be required for the Indenture to be so qualified in accordance
with the terms of the TIA, and (iii) execute, and use its best efforts to cause
the Trustee to execute, all documents as may be required to effect such changes,
and all other forms and documents required to be filed with the SEC to enable
the Indenture to be so qualified in a timely manner;

     (p)  in the case of a Shelf Registration, enter into agreements (including
underwriting agreements) and take all other customary and appropriate actions in
order to expedite or facilitate the disposition of such Registrable Securities
and in such connection whether or not an underwriting agreement is entered into
and whether or not the registration is an underwritten registration:

          (i)   make such representations and warranties to the Holders of such
Registrable Securities and the underwriters, if any, in form, substance and
scope as are customarily made by issuers to underwriters in similar underwritten
offerings as may be reasonably requested by them;

          (ii)  obtain opinions of counsel to the Operating Partnership and
updates thereof (which counsel and opinions (in form, scope and substance) shall
be reasonably satisfactory to the managing underwriters, if any, and the holders
of a majority in principal amount of the Registrable Securities being sold)
addressed to each selling Holder and the underwriters, if any, covering the
matters customarily covered in opinions requested in sales of securities or
underwritten offerings and such other matters as may be reasonably requested by
such Holders and underwriters;

          (iii) obtain "cold comfort" letters and updates thereof from the
Operating Partnership's independent certified public accountants (and, if
necessary, any other independent certified public accountants of any subsidiary
of the Operating Partnership or of any business acquired by the Operating
Partnership for which financial statements are, or are required to be, included
in the Registration Statement) addressed to the underwriters, if any, and use
reasonable efforts to have such

                                       13


letter addressed to the selling Holders of Registrable Securities (to the extent
consistent with Statement on Auditing Standards No. 72 of the American Institute
of Certified Public Accounts), such letters to be in customary form and covering
matters of the type customarily covered in "cold comfort" letters to
underwriters in connection with similar underwritten offerings; (iv) enter into
a securities sales agreement with the Holders and an agent of the Holders
providing for, among other things, the appointment of such agent for the selling
Holders for the purpose of soliciting purchases of Registrable Securities, which
agreement shall be in form, substance and scope customary for similar offerings;

          (v)   if an underwriting agreement is entered into, cause the same to
set forth indemnification provisions and procedures substantially equivalent to
the indemnification provisions and procedures set forth in Section 4 hereof with
respect to the underwriters and all other parties to be indemnified pursuant to
said Section or, at the request of any underwriters, in the form customarily
provided to such underwriters in similar types of transactions; and

          (vi)  deliver such documents and certificates as may be reasonably
requested and as are customarily delivered in similar offerings to the Holders
of a majority in principal amount of the Registrable Securities being sold and
the managing underwriters, if any.

The above shall be done at (A) the effectiveness of such Registration Statement
(and each post-effective amendment thereto) and (B) each closing under any
underwriting or similar agreement as and to the extent required thereunder;

     (q)  in the case of a Shelf Registration or if a Prospectus is required to
be delivered by any Participating Broker-Dealer in the case of an Exchange
Offer, make available for inspection by representatives of the Holders of the
Registrable Securities, any underwriters participating in any disposition
pursuant to a Shelf Registration Statement, any Participating Broker-Dealer and
any counsel or accountant retained by any of the foregoing, all financial and
other records, pertinent corporate documents and properties of the Operating
Partnership reasonably requested by any such persons, and cause the respective
officers, directors, employees, and any other agents of the Operating
Partnership to supply all information reasonably requested by any such
representative, underwriter, special counsel or accountant in connection with a
Registration Statement, and make such representatives of the Operating
Partnership available for discussion of such documents as shall be reasonably
requested by the Initial Purchasers PROVIDED, HOWEVER, that the foregoing
inspection and information gathering shall be coordinated on behalf of the
Purchasers by the Representative and on behalf of the other parties, by one
counsel designated by the Representatives and on behalf of such other parties as
described in Section 3(c) hereof. Records which the Operating Partnership
determines in good faith, to be confidential and any records which they notify
such representatives are confidential shall not be disclosed by such
representatives unless (i) the disclosure of such Records is necessary to avoid
or correct a material misstatement or omission in such Registration Statement,
(ii) the release of such Records is ordered pursuant to a subpoena or other
order from a court a competent jurisdiction or is necessary in connection with
any action, suit or proceeding or (iii) the information in such Records has been
made generally available to the public. Each selling Holder of such Registrable
Securities and each such Participating Broker-Dealer shall be required to agree
in writing that information obtained by it as a result of such inspections shall
be deemed confidential, shall not be communicated to any third-party (other than
its agents and affiliates (who shall also be subject to the confidentially
requirements of this paragraph) on a "need-to-know" basis) and shall not be used
by it as the basis for market transaction in the securities of the Operating
Partnership unless and until such is made generally available to the public.
Each selling holder of such Registrable Securities and each such Participating
Broker-Dealer shall be required to further agree in writing that it shall, upon
learning that disclosure of such Records is sought in a court of

                                       14


competent jurisdiction, give notice to the Operating Partnership and allow the
Operating Partnership at its expense to undertake appropriate action to prevent
disclosure of the Records deemed confidential;

     (r)  (i)   in the case of an Exchange Offer Registration Statement, a
reasonable time prior to the filing of any Exchange Offer Registration
Statement, any Prospectus forming a part thereof, any amendment to an Exchange
Offer Registration Statement or amendment or supplement to such Prospectus,
provide copies of such document to the Initial Purchasers and to counsel to the
Holders of Registrable Securities and make such changes in any such document
prior to the filing thereof as the Initial Purchasers or counsel to the Holders
of Registrable Securities may reasonably request and, except as otherwise
required by applicable law, not file any such document in a form to which the
Initial Purchasers on behalf of the Holders of Registrable Securities and
counsel to the Holders of Registrable Securities shall not have previously been
advised and furnished a copy of or to which the Initial Purchasers on behalf of
the Holders of Registrable Securities or counsel to the Holders of Registrable
Securities shall reasonably object, and make the representatives of the
Operating Partnership available for discussion of such documents as shall be
reasonably requested by the Initial Purchasers; and

          (ii)  in the case of a Shelf Registration, a reasonable time prior to
filing any Shelf Registration Statement, any Prospectus forming a part thereof,
any amendment to such Shelf Registration Statement or amendment or supplement to
such Prospectus, provide copies of such document to the Holders of Registrable
Securities, to the Initial Purchasers, to counsel for the Holders and to the
underwriter or underwriters of an underwritten offering of Registrable
Securities, if any, make such changes in any such document prior to the filing
thereof as the Initial Purchasers, the counsel to the Holders or the underwriter
or underwriters reasonably request and not file any such document in a form to
which the Majority Holders, the Initial Purchasers on behalf of the Holders of
Registrable Securities, counsel for the Holders of Registrable Securities or any
underwriter shall not have previously been advised and furnished a copy of or to
which the Majority Holders, the Initial Purchasers on behalf of the Holders of
Registrable Securities, counsel to the Holders of Registrable Securities or any
underwriter shall reasonably object, and make the representatives of the
Operating Partnership available for discussion of such document as shall be
reasonably requested by the Holders of Registrable Securities, the Initial
Purchasers on behalf of such Holders, counsel for the Holders of Registrable
Securities or any underwriter.

     (s)  in the case of a Shelf Registration, use its best efforts to cause all
Registrable Securities to be listed on any securities exchange on which similar
debt securities issued by the Operating Partnership are then listed if requested
by the Majority Holders, or if requested by the underwriter or underwriters of
an underwritten offering of Registrable Securities, if any;

     (t)  in the case of a Shelf Registration, use its best efforts to cause the
Registrable Securities to be rated by the appropriate rating agencies, if so
requested by the Majority Holders, or if requested by the underwriter or
underwriters of an underwritten offering of Registrable Securities, if any;

     (u)  otherwise comply with all applicable rules and regulations of the SEC
and make available to its security holders, as soon as reasonably practicable,
an earnings statement covering at least 12 months which shall satisfy the
provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder;

     (v)  cooperate and assist in any filings required to be made with the NASD
and, in the case of a Shelf Registration, in the performance of any due
diligence investigation by any underwriter and its counsel (including any
"qualified independent underwriter" that is required to be retained in
accordance with the rules and regulations of the NASD); and

                                       15


     (w)  upon consummation of an Exchange Offer or a Private Exchange, obtain a
customary opinion of counsel to the Operating Partnership addressed to the
Trustee for the benefit of all Holders of Registrable Securities participating
in the Exchange Offer or Private Exchange, and which includes an opinion that
(i) the Operating Partnership has duly authorized, executed and delivered the
Exchange Securities and/or Private Exchange Securities, as applicable, and the
related indenture, and (ii) each of the Exchange Securities and related
indenture constitute a legal, valid and binding obligation of the Operating
Partnership, enforceable against the Operating Partnership in accordance with
its respective terms (with customary exceptions).

     In the case of a Shelf Registration Statement, the Operating Partnership
may (as a condition to such Holder's participation in the Shelf Registration)
require each Holder of Registrable Securities to furnish to the Operating
Partnership such information regarding the Holder and the proposed distribution
by such Holder of such Registrable Securities as the Operating Partnership may
from time to time reasonably request in writing.

     In the case of a Shelf Registration Statement, each Holder agrees that,
upon receipt of any notice from the Operating Partnership of the happening of
any event or the discovery of any facts, each of the kind described in Section
3(e)(v) hereof, such Holder shall forthwith discontinue disposition of
Registrable Securities pursuant to a Registration Statement until such Holder's
receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 3(l) hereof, and, if so directed by the Operating Partnership, such
Holder shall deliver to the Operating Partnership (at its expense) all copies in
such Holder's possession, other than permanent file copies then in such Holder's
possession, of the Prospectus covering such Registrable Securities current at
the time of receipt of such notice.

     In the event that the Operating Partnership fails to effect the Exchange
Offer or file any Shelf Registration Statement and maintain the effectiveness of
any Shelf Registration Statement as provided herein, the Operating Partnership
shall not file any Registration Statement with respect to any securities (within
the meaning of Section 2(1) of the 1933 Act) of the Operating Partnership other
than Registrable Securities.

     If any of the Registrable Securities covered by any Shelf Registration
Statement are to be sold in an underwritten offering, the underwriter or
underwriters and manager or managers that will manage such offering shall be
selected by the Majority Holders of such Registrable Securities included in such
offering and shall be acceptable to the Operating Partnership. No Holder of
Registrable Securities may participate in any underwritten registration
hereunder unless such Holder (a) agrees to sell such Holder's Registrable
Securities on the basis provided in any underwriting arrangements approved by
the persons entitled hereunder to approve such arrangements and (b) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the terms of such underwriting
arrangements.

     4.   INDEMNIFICATION, CONTRIBUTION.

     (a)  The Operating Partnership agrees to indemnify and hold harmless the
Initial Purchasers, each Holder, each Participating Broker-Dealer, each Person
who participates as an underwriter (any such Person being an "Underwriter") and
each Person, if any, who controls any Holder or Underwriter within the meaning
of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:

          (i)   against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, arising out of any untrue statement or alleged untrue
statement of a material fact contained in any Registration Statement (or any
amendment or supplement thereto) pursuant to which Exchange Securities or
Registrable Securities were registered under the 1933 Act, including all
documents incorporated therein by reference, or the omission or alleged omission
therefrom of a material fact

                                       16


required to be stated therein or necessary to make the statements therein not
misleading, or arising out of any untrue statement or alleged untrue statement
of a material fact contained in any Prospectus (or any amendment or supplement
thereto) or the omission or alleged omission therefrom of a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;

          (ii)  against any and all loss, liability, claim, damage and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation, or any investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim whatsoever
based upon any such untrue statement or omission, or any such alleged untrue
statement or omission; provided that (subject to Section 4(d) below) any such
settlement is effected with the written consent of the Operating Partnership;
and

          (iii) against any and all expense whatsoever, as incurred (including
the fees and disbursements of counsel chosen by any indemnified party),
reasonably incurred in investigating, preparing or defending against any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue statement or omission,
to the extent that any such expense is not paid under subparagraph (i) or
subparagraph (ii) above;

PROVIDED, HOWEVER, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Operating
Partnership by the Holder or Underwriter expressly for use in a Registration
Statement (or any amendment thereto) or any Prospectus (or any amendment or
supplement thereto).

     (b)  Each Holder severally, but not jointly, agrees to indemnify and hold
harmless the Operating Partnership, the Initial Purchasers, each underwriter and
the other selling Holders, and each of their respective directors and officers,
and each Person, if any, who controls the Operating Partnership, the Initial
Purchasers, any Underwriter or any other selling Holder within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all
loss, liability, claim, damage and expense described in the indemnity contained
in Section 4(a) hereof, as incurred, but only with respect to untrue statements
or omissions, or alleged untrue statements or omissions, made in the Shelf
Registration Statement (or any amendment thereto) or any Prospectus included
therein (or any amendment or supplement thereto) in reliance upon and in
conformity with written information with respect to such Holder furnished to the
Operating Partnership by such Holder expressly for use in the Shelf Registration
Statement (or any amendment thereto) or such Prospectus (or any amendment or
supplement thereto); PROVIDED, HOWEVER, that no such Holder shall be liable for
any claims hereunder in excess of the amount of net proceeds received by such
Holder from the sale of Registrable Securities pursuant to such Shelf
Registration Statement.

     (c)  Each indemnified party shall give notice as promptly as reasonably
practicable to each indemnifying party of any action or proceeding commenced
against it in respect of which indemnity may be sought hereunder, but failure to
so notify an indemnifying party shall not relieve such indemnifying party from
any liability hereunder to the extent it is not materially prejudiced as a
result thereof, and in any event shall not relieve it from any liability which
it may have otherwise than on account of this indemnity agreement. An
indemnifying party may participate at its own expense in the defense of such
action; PROVIDED, HOWEVER, that counsel to the indemnifying party shall not
(except with the consent of the indemnified party) also be counsel to the
indemnified party. In no event shall the indemnifying party or parties be liable
for the fees and expenses of more than one counsel (in addition to any local
counsel) separate from their own counsel for all indemnified parties in
connection with any one action or

                                       17


separate but similar or related actions in the same jurisdiction arising out of
the same general allegations or circumstances. No indemnifying party shall,
without the prior written consent of the indemnified parties, settle or
compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever in respect of which
indemnification or contribution could be sought under this Section 4 (whether or
not the indemnified parties are actual or potential parties thereto), unless
such settlement, compromise or consent (i) includes an unconditional release of
each indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim, and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.

     (d)  If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 4(a)(ii) effected without its
written consent if (i) such settlement is entered into more than 45 days after
receipt by such indemnifying party of the aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of such settlement at
least 30 days prior to such settlement being entered into and (iii) such
indemnifying party shall not have reimbursed such indemnified party in
accordance with such request prior to the date of such settlement.

     (e)  If the indemnification provided for in this Section 4 is for any
reason unavailable to or insufficient to hold harmless an indemnified party in
respect of any losses, liabilities, claims, damages or expenses referred to
therein, then each indemnifying party shall contribute to the aggregate amount
of such losses, liabilities, claims, damages and expenses incurred by such
indemnified party, as incurred, in such proportion as is appropriate to reflect
the relative fault of the Operating Partnership on the one hand and the Holders
and the Initial Purchasers on the other hand in connection with the statements
or omissions which resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations.

     The relative fault of the Operating Partnership on the one hand and the
Holders and the Initial Purchasers on the other hand shall be determined by
reference to, among other things, whether any such untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a material
fact relates to information supplied by the Operating Partnership, the Holders
or the Initial Purchasers and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.

     The Operating Partnership, the Holders and the Initial Purchasers agree
that it would not be just and equitable if contributions pursuant to this
Section 4 were determined by pro rata allocation (even if the Initial Purchasers
were treated as one entity for such purpose) or by any other method of
allocation which does not take account of the equitable considerations referred
to above in this Section 4. The aggregate amount of losses, liabilities, claims,
damages and expenses incurred by an indemnified party and referred to above in
this Section 4 shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in investigating, preparing or defending
against any litigation, or any investigation or proceeding by any governmental
agency or body, commenced or threatened, or any claim whatsoever based upon any
such untrue or alleged untrue statement or omission or alleged omission.

     Notwithstanding the provisions of this Section 4, no Holder or Initial
Purchaser shall be required to contribute any amount in excess of the amount by
which the total price at which the Securities sold by it were offered exceeds
the amount of any damages which such Holder or Initial Purchaser has otherwise
been required to pay by reason of such untrue or alleged untrue statement or
omission or alleged omission.

                                       18


     No Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any Person
who was not guilty of such fraudulent misrepresentation.

     For purposes of this Section 4, each Person, if any, who controls an
Initial Purchaser or Holder within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act shall have the same rights to contribution as such
Initial Purchaser or Holder, and each director of the Operating Partnership, and
each Person, if any, who controls the Operating Partnership within the meaning
of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same
rights to contribution as the Operating Partnership. The Initial Purchasers'
respective obligations to contribute pursuant to this Section 4 are several in
proportion to the principal amount of Securities set forth opposite their
respective names in Schedule A to the Purchase Agreement and not joint.

     5.   MISCELLANEOUS.

          5.1   RULE 144 AND RULE 144A. For so long as the Operating Partnership
is subject to the reporting requirements of Section 13 or Section 15 of the 1934
Act, the Operating Partnership covenants that it shall file the reports required
to be filed by it under the 1933 Act and Section 13(a) or Section 15(d) of the
1934 Act and the rules and regulations adopted by the SEC thereunder. If the
Operating Partnership ceases to be so required to file such reports, the
Operating Partnership covenants that it shall upon the request of any Holder of
Registrable Securities (a) make publicly available such information as is
necessary to permit sales pursuant to Rule 144 under the 1933 Act, (b) deliver
such information to a prospective purchaser as is necessary to permit sales
pursuant to Rule 144A under the 1933 Act and it shall take such further action
as any Holder of Registrable Securities may reasonably request, and (c) take
such further action that is reasonable in the circumstances, in each case, to
the extent required from time to time to enable such Holder to sell its
Registrable Securities without registration under the 1933 Act within the
limitation of the exemptions provided by (i) Rule 144 under the 1933 Act, as
such Rule may be amended from time to time, (ii) Rule 144A under the 1933 Act,
as such Rule may be amended from time to time, or (iii) any similar rules or
regulations hereafter adopted by the SEC. Upon the request of any Holder of
Registrable Securities, the Operating Partnership shall deliver to such Holder a
written statement as to whether it has complied with such requirements.

          5.2   NO INCONSISTENT AGREEMENTS. The Operating Partnership has not
entered into and the Operating Partnership shall NOT after the date of this
Agreement enter into any agreement which is inconsistent with the rights granted
to the Holders of Registrable Securities in this Agreement or otherwise
conflicts with the provisions hereof. The rights granted to the Holders
hereunder do not and shall not for the term of this Agreement in any way
conflict with the rights granted to the holders of the Operating Partnership's
other issued and outstanding securities under any such agreements.

          5.3   AMENDMENTS AND WAIVERS. The provisions of this Agreement,
including the provisions of this sentence, may not be amended, modified or
supplemented, and waivers or consents to departures from the provisions hereof
may not be given unless the Operating Partnership has obtained the written
consent of Holders of at least a majority in aggregate principal amount of the
outstanding Registrable Securities affected by such amendment, modification,
supplement, waiver or departure.

          5.4   NOTICES. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand delivery, registered
first-class mail, telex, telecopier, or any courier guaranteeing overnight
delivery (a) if to a Holder, at the most current address given by such Holder to
the Operating Partnership by means of a notice given in accordance with the
provisions of this Section 5.4, which address initially is the address set forth
in the Purchase Agreement with respect to the Initial Purchasers; and (b) if to
the Operating Partnership, initially at the Operating Partnership's address

                                       19


set forth in the Purchase Agreement, and thereafter at such other address of
which notice is given in accordance with the provisions of this Section 5.4.

     All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; two business days
after being deposited in the mail, postage prepaid, if mailed; when answered
back, if telexed; when receipt is acknowledged, if telecopied; and on the next
business day if timely delivered to an air courier guaranteeing overnight
delivery.

     Copies of all such notices, demands, or other communications shall be
concurrently delivered by the person giving the same to the Trustee under the
Indenture, at the address specified in such Indenture.

          5.5   SUCCESSOR AND ASSIGNS. This Agreement shall inure to the benefit
of and be binding upon the successors, assigns and transferees of each of the
parties, including, without limitation and without the need for an express
assignment, subsequent Holders; PROVIDED, that nothing herein shall be deemed to
permit any assignment, transfer or other disposition of Registrable Securities
in violation of the terms of the Purchase Agreement or the Indenture. If any
transferee of any Holder shall acquire Registrable Securities, in any manner,
whether by operation of law or otherwise, such Registrable Securities shall be
held subject to all of the terms of this Agreement, and by taking and holding
such Registrable Securities such person shall be conclusively deemed to have
agreed to be bound by and to perform all of the terms and provisions of this
Agreement, including the restrictions on resale set forth in this Agreement and,
if applicable, the Purchase Agreement, and such person shall be entitled to
receive the benefits hereof.

          5.6   THIRD PARTY BENEFICIARIES. The Initial Purchasers (even if the
Initial Purchasers are not Holders of Registrable Securities) shall be third
party beneficiaries to the agreements made hereunder between the Operating
Partnership, on the one hand, and the Holders, on the other hand, and shall have
the right to enforce such agreements directly to the extent they deem such
enforcement necessary or advisable to protect their rights or the rights of
Holders hereunder. Each Holder of Registrable Securities shall be a third party
beneficiary to the agreements made hereunder between the Operating Partnership,
on the one hand, and the Initial Purchasers, on the other hand, and shall have
the right to enforce such agreements directly to the extent it deems such
enforcement necessary or advisable to protect its rights hereunder.

          5.7   SPECIFIC ENFORCEMENT. Without limiting the remedies available to
the Initial Purchasers and the Holders, the Operating Partnership acknowledges
that any failure by the Operating Partnership to comply with its obligations
under Section 2.1 through Section 2.4 hereof may result in material irreparable
injury to the Initial Purchasers or the Holders for which there is no adequate
remedy at law, that it would not be possible to measure damages for such
injuries precisely and that, in the event of any such failure, the Initial
Purchasers or any Holder may obtain such relief as may be required to
specifically enforce the Operating Partnership's obligations under Section 2.1
through Section 2.4 hereof.

          5.8   RESTRICTION ON RESALES. Until the expiration of two years after
the original issuance of the Securities, the Operating Partnership shall not,
and shall cause its "affiliates" (as such term is defined in Rule 144(a)(1)
under the 1933 Act) not to, resell any Securities which are "restricted
securities" (as such term is defined under Rule 144(a)(3) under the 1933 Act)
that have been reacquired by any of them and shall immediately upon any purchase
of any such Securities submit such Securities to the Trustee for cancellation.

          5.9   COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

                                       20


          5.10  HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

          5.11  GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICT OF LAWS THEREOF.

          5.12  SEVERABILITY. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

                                       21


     IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.


                                        SIMON PROPERTY GROUP, L.P.
                                              as Issuer

                                        By:   SIMON PROPERTY GROUP, INC.
                                              as General Partner


                                        By:     /s/  Stephen E. Sterrett
                                              ---------------------------------
                                            Name:    Stephen E. Sterrett
                                            Title:   Executive Vice President

CONFIRMED AND ACCEPTED
AS OF THE DATE FIRST ABOVE
WRITTEN:

CITIGROUP GLOBAL MARKETS INC.


By:   /s/  Mark Chu
   ------------------------------------
   Name:   Mark Chu
   Title:  Vice President


DEUTSCHE BANK SECURITIES INC.


By:   /s/  Nigel Cree
   ------------------------------------
   Name:   Nigel Cree
   Title:  Managing Director

By:   /s/  Eric Dobi
   ------------------------------------
   Name:   Eric Dobi
   Title:  Director


J.P. MORGAN SECURITIES INC.


By:   /s/  Carl J. Mehldau Jr.
   ------------------------------------
   Name:   Carl J. Mehldau Jr.
   Title:  Vice President

For themselves and for the other
Initial Purchasers named in Schedule 1
to the Purchase Agreement.



                                                                       EXHIBIT A


                           FORM OF OPINION OF COUNSEL


Citigroup Global Markets Inc.
388 Greenwich Street
New York, NY 10013

Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005

J.P. Morgan Securities Inc.
277 Park Avenue
New York, NY 10172


Ladies and Gentlemen:

     We have acted as counsel for Simon Property Group, L.P., a Delaware limited
partnership (the "Operating Partnership"), in connection with the sale by the
Operating Partnership to the Initial Purchasers (as defined below) of
$400,000,000 aggregate principal amount of 4.875% senior unsecured notes due
2010 and $500,000,000 aggregate principal amount of 5.625% senior unsecured
notes due 2014 (the "Securities") of the Operating Partnership pursuant to the
Purchase Agreement dated August 4, 2004 (the "Purchase Agreement") among the
Operating Partnership, and Citigroup Global Markets Inc., Deutsche Bank
Securities Inc. and J.P. Morgan Securities Inc. and the other Initial Purchasers
named in Schedule I to the Purchase Agreement (collectively, the "Initial
Purchasers") and the filing by the Operating Partnership of an Exchange Offer
Registration Statement (the "Registration Statement") in connection with an
Exchange Offer to be effected pursuant to the Registration Rights Agreement (the
"Registration Rights Agreement"), dated August 11, 2004 , between the Operating
Partnership and the Initial Purchasers. This opinion is furnished to you
pursuant to Section 3(f)(iii) of the Registration Rights Agreement. Unless
otherwise defined herein, capitalized terms used in this opinion that are
defined in the Registration Rights Agreement are used herein as so defined.

     We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion. In rendering this opinion, as to
all matters of fact relevant to this opinion, we have assumed the completeness
and accuracy of, and are relying solely upon, the representations and warranties
of the Operating Partnership set forth in the Purchase Agreement and the
statements set forth in certificates of public officials and officers of the
Operating Partnership, without making any independent investigation or inquiry
with respect to the completeness or accuracy of such representations, warranties
or statements, other than a review of the certificate of incorporation, by-laws
and relevant minute books of the Operating Partnership.

     Based on and subject to the foregoing, we are of the opinion that:

          1.    The Exchange Offer Registration Statement and the Prospectus
(other than the financial statements, notes or schedules thereto and other
financial data and supplemental schedules included or incorporated by reference
therein or omitted therefrom and the Form T-1, as to which such



counsel need express no opinion), comply as to form in all material respects
with the requirements of the 1933 Act and the applicable rules and regulations
promulgated under the 1933 Act.

          2.    We have participated in the preparation of the Registration
Statement and the Prospectus and in the course thereof have had discussions with
representatives of the underwriters, officers and other representatives of the
Operating Partnership and Ernst & Young LLP, the Operating Partnership's
independent public accountants, during which the contents of the Registration
Statement and the Prospectus were discussed. We have not, however, independently
verified and are not passing upon, and do not assume any responsibility for, the
accuracy, completeness or fairness of the statements contained in the
Registration Statement and the Prospectus. Based on our participation as
described above, nothing has come to our attention that would lead us to believe
that the Registration Statement (except for financial statements and schedules
and other financial data included therein as to which we make no statement)
contained an untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading or that the Prospectus or any amendment or supplement thereto
(except for financial statements and schedules and other financial data included
therein, as to which such counsel need make no statement), at the time the
Prospectus was issued, at the time any such amended or supplemented Prospectus
was issued or on the Closing Date, included or includes an untrue statement of a
material fact or omitted or omits to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading.

     This opinion is being furnished to you solely for your benefit in
connection with the transactions contemplated by the Registration Rights
Agreement, and may not be used for any other purpose or relied upon by any
person other than you. Except with our prior written consent, the opinions
herein expressed are not to be used, circulated, quoted or otherwise referred to
in connection with any transactions other than those contemplated by the
Registration Rights Agreement by or to any other person.

                                        Very truly yours,




                                                                    EXHIBIT 12.1

                           SIMON PROPERTY GROUP, L.P.
                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

                                 (in thousands)




                                      FOR THE SIX MONTHS ENDED
                                               JUNE 30,                              FOR THE YEAR ENDED DECEMBER 31,
                                      ------------------------   ------------------------------------------------------------------
                                          2004         2003          2003          2002          2001          2000         1999
                                      -----------   ----------   -----------   -----------   -----------   -----------   ----------
                                                                                                    
EARNINGS:
    Pre-tax income from continuing
      operations                      $   188,316   $  186,365   $   456,230   $   540,860   $   281,196   $   352,709   $  291,138

    Add:
       Pre-tax income from 50% or
         greater than 50% owned
         unconsolidated entities           19,226       30,108        60,614        46,633        62,611        51,799       56,378

       Minority interest in income of
         majority owned subsidiaries        4,681        2,419         7,277        10,498        10,715        10,725       10,719

       Distributed income from less
         than 50% owned
         unconsolidated entities           19,699       19,049        42,939        37,811        51,740        45,948       30,169

       Amortization of capitalized
         interest                           1,233          965         1,845         1,872         1,702         1,323          724

    FIXED CHARGES                         355,632      346,931       691,885       682,900       699,751       735,662      660,121
    Less:
       Income from unconsolidated
         entities                         (36,908)     (47,336)     (101,093)      (77,389)      (67,291)      (57,328)     (44,926)

       Interest capitalization             (6,976)      (4,936)      (10,916)       (5,507)      (10,325)      (18,513)     (23,759)

                                      -----------   ----------   -----------   -----------   -----------   -----------   ----------
EARNINGS                              $   544,903   $  533,565   $ 1,148,781   $ 1,237,678   $ 1,030,099   $ 1,122,325   $  980,564
                                      -----------   ----------   -----------   -----------   -----------   -----------   ----------

Fixed Charges:
    Portion of rents representative
      of the interest factor                3,259        2,501         5,602         4,350         4,932         4,951        4,901

    Interest on indebtedness
       (including amortization
         of debt expense)                 345,397      339,494       675,367       673,043       684,494       712,198      631,461

    Interest capitalized                    6,976        4,936        10,916         5,507        10,325        18,513       23,759

                                      -----------   ----------   -----------   -----------   -----------   -----------   ----------
FIXED CHARGES                         $   355,632   $  346,931   $   691,885   $   682,900   $   699,751   $   735,662   $  660,121
                                      -----------   ----------   -----------   -----------   -----------   -----------   ----------

RATIO OF EARNINGS TO FIXED CHARGES           1.53x        1.54x         1.66x         1.81x         1.47x         1.53x        1.49x
                                      ===========   ==========   ===========   ===========   ===========   ===========   ==========



For purposes of calculating the ratio of earnings to fixed charges, "earnings"
have been computed by adding fixed charges, excluding capitalized interest, to
income (loss) from continuing operations including income from minority
interests and our share of income (loss) from 50%-owned affiliates which have
fixed charges, and including distributed operating income from unconsolidated
joint ventures instead of income from unconsolidated joint ventures. There are
generally no restrictions on our ability to receive distributions from our joint
ventures where no preference in favor of the other owners of the joint venture
exists. "Fixed charges" consist of interest costs, whether expensed or
capitalized, the interest component of rental expenses and amortization of debt
issue costs.

The computation of ratio of earnings to fixed charges has been restated to
comply with FASB Statement No. 144, "Accounting for the Impairment or Disposal
of Long-Lived Assets", which requires the operating results of the properties
sold in the current year to be reclassified to discontinued operations and
requires restatement of previous years' operating results of the properties sold
to discontinued operations.




                                                                    EXHIBIT 23.1


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


   We consent to the reference to our firm under the caption "Experts" in the
accompanying registration statement (Form S-4) and related prospectus of Simon
Property Group, L.P. for the registration of $900,000,000 of exchange notes and
to the incorporation by reference therein of our reports dated February 5, 2004
(except Notes 3 and 4 as to which the date is July 26, 2004), with respect to
the consolidated financial statements of Simon Property Group, L.P. (the
Operating Partnership) as of December 31, 2003 and 2002 and for each of the two
years then ended included in the Operating Partnership's Annual Report (Form
10-K) for the year ended December 31, 2003, as reissued on Form 8-K, and the
related financial statement schedule included therein, filed with the Securities
and Exchange Commission. We also consent to the incorporation by reference in
this Form S-4 of our reports dated February 5, 2004 (except Notes 3 and 4 as to
which the date is July 26, 2004), with respect to the consolidated financial
statements of Simon Property Group, Inc. (the Company) as of December 31, 2003
and 2002 and for each of the two years then ended incorporated by reference in
the Company's Annual Report (Form 10-K) for the year ended December 31, 2003, as
reissued on Form 8-K, and the related financial statement schedule included
therein, filed with the Securities and Exchange Commission.


                                   /s/ ERNST & YOUNG LLP


Indianapolis, Indiana
October 1, 2004