0001104659-05-027530 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 9th, 2005 • Simon Property Group L P /De/ • Real estate investment trusts • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into this 7th day of June, 2005, among Simon Property Group, L.P., a Delaware limited partnership (the “Operating Partnership”), and Banc of America Securities LLC (“BofA”), Credit Suisse First Boston LLC (“Credit Suisse”), Morgan Stanley & Co. Incorporated (“Morgan Stanley”) 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.