QuickLinks
 -- Click here to rapidly navigate through this document
  



 
 

Exhibit 4.3    
    


REGISTRATION RIGHTS AGREEMENT  


        REGISTRATION RIGHTS AGREEMENT, dated as of August 27, 1999 (the "Agreement"), is by and among Simon
Property Group, Inc. (the "Company") and the persons set forth on Schedule A (the  "Rights Holders"). The Rights Holders and their respective successors-in-interest and permitted assigns are hereinafter
sometimes referred to as the "Holders."


R E C I T A L S:  


        On September 24, 1998, the Company and certain holders of Partnership Units (as defined below in Section 11.4) (the  "Priority Holders") of Simon Property Group, L.P., a Delaware limited partnership (the "Operating
Partnership"), entered into a Registration Rights Agreement. 


        The
Operating Partnership has issued to the Rights Holders units in the Operating Partnership consisting of common units ("Common Units"),
7.00% Cumulative Convertible Preferred Units ("7% Preferred Units") and 8.00% Cumulative Redeemable Preferred Units ("8%
Preferred Units" and, together with the 7% Preferred Units and New 8% Preferred Units, as defined below, the "Preferred Units",
and the Common Units, together with Preferred Units, the "Units"). 


        Under
the Sixth Amended and Restated Agreement of Limited Partnership of the Operating Partnership dated as of September 24, 1998, as amended and supplemented to date (the  "Partnership Agreement"), the
Holders have the right to exchange all or any portion of their 7% Preferred Units (i) at any time after
April 27, 2004, for shares ("7% Preferred Shares") of the Company's 7.00% Cumulative Convertible Preferred Stock (the "7%
Preferred Stock"), (ii) under certain circumstances after April 27, 2004, for Common Units. In addition, under certain circumstances the Holders (or the successor
holders, as the case may be) may require the Operating Partnership to repurchase such
Holders' 7% Preferred Units, with the purchase price to be paid in cash and/or Common Shares (as defined below), all as set forth in the Partnership Agreement. 


        Under
the Partnership Agreement the Holders have the right to exchange all or any portion of their 8% Preferred Units at any time after April 27, 2004, for shares
("8% Preferred Shares" and, together with the 7% Preferred Shares, "Preferred Shares") of the Company's
8.00% Cumulative Redeemable Preferred Stock (the "8% Preferred Stock"). At any time after April 27, 2009, the Operating Partnership has the right
to redeem the 8% Preferred Units with payment of a redemption price consisting (other than the portion thereof consisting of accrued and unpaid distributions, which is payable in cash) of new
preferred units ("New 8% Preferred Units") or Common Units, at the election of the Operating Partnership. In addition, under certain circumstances the
Holders (or the successor holders, as the case may be) may require the Operating Partnership to repurchase such Holders' 8% Preferred Units, with the purchase price to be paid in cash and/or Common
Shares, all as set forth in the Partnership Agreement. 


        Under
the Partnership Agreement holders of Common Units have the right to exchange all or any portion of their Common Units for shares ("Common
Shares" and together with Preferred Shares, "Shares") of the Company's common stock, par value $.0001 per share (which are
paired with a beneficial interest in shares of common stock, par value $.0001 per share, of SPG Realty Consultants, Inc. ("SPG, Realty")) (the  "Common Stock"), or cash, at the election of the Company and SPG Realty. 


        Except
as provided herein, any Shares issued upon such exchange of Preferred Units for Preferred Shares or Common Units for Common Shares will not be registered under the Securities Act
of 1933, as amended (the "Securities Act"). 


1







 



        The
Company has agreed to provide certain registration rights with respect to the Shares held or to be held by the Holders. 


        In
consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as
follows: 


        1.    Securities Subject to this Agreement.    The securities entitled to the benefits of this Agreement are
(a) the Preferred Shares or Common Shares issued upon exchange or repurchase of the Preferred Units, (b) the Common Shares issued by the Company to the Holders upon exchange of the
Common Units and (c) the Common Shares issued upon conversion of the Preferred Shares (collectively, the "Registrable Securities") but, with
respect to any particular Registrable Security, only so long as it continues to be a
Registrable Security. Registrable Securities shall include any securities issued as a dividend or distribution on account of Registrable Securities or resulting from a subdivision of the outstanding
shares of Registrable Securities into a greater number of shares (by reclassification, stock split or otherwise). For the purposes of this Agreement, a security that was at one time a Registrable
Security shall cease to be a Registrable Security when (a) such security has been effectively registered under the Securities Act, other than pursuant to Section 4 of this Agreement, and
either (i) the registration statement with respect thereto has remained continuously effective for 150 days or (ii) such security has been disposed of pursuant to such
registration statement, (b) such security is sold to the public in reliance on Rule 144 (or any similar provision then in force) under the Securities Act, (c) such security has
been otherwise transferred, and (i) the Company has delivered a new certificate or other evidence of ownership not bearing the legend set forth on the Shares upon the initial issuance thereof
(or other legend of similar import) and (ii) in the opinion of counsel to the Company reasonably acceptable to the Holders and addressed to the Company and the holder of such security, the
subsequent disposition of such security shall not require the registration or qualification under the Securities Act, or (d) such security has ceased to be outstanding. 



        Notwithstanding
anything to the contrary herein, any Holder may exercise any of its rights hereunder prior to its receipt of Shares, provided that such Holder, simultaneously with the
delivery of any notice requesting registration hereunder, shall deliver an Exercise Notice to the Company requesting (i) exchange, or repurchase, of Units exchangeable into, or with a
repurchase price equal to, such number of Shares as such Holder has requested to be registered or (ii) conversion of 7% Preferred Shares into such number of Common Shares as such Holder has
requested to be registered. Any such Exercise Notice so delivered shall be (a) conditioned on the effectiveness of the requested registration in connection with which it was delivered and
(b) deemed to cover only such number of Units or Preferred Shares as are exchangeable or convertible into the number of Shares actually sold pursuant to the requested registration. Any Shares
to be issued in connection with any such Exercise Notice shall be issued upon the closing of the sale of such Shares pursuant to the requested registration. In the event that the Company elects to
issue all cash in lieu of Shares upon the exchange of Units covered by any such Exercise Notice, the registration requested by the Holder that delivered such Exercise Notice, if a Demand Registration,
shall not constitute a Demand Registration under Section 2.1 hereof. 


        Nothing
contained herein shall create any obligation on the part of the Company to issue Shares, rather than cash, upon the exchange of any Units. 


        2.    Demand Registration.    



        2.1.    Request for Registration.    At any time, each Holder may make a written request per 12-month
period (specifying the intended method of disposition) for registration under the Securities Act (each, a "Demand Registration") of all or part of such
Holder's Registrable Securities (but such part, together with the number of securities requested by other Holders to be included in such Demand Registration pursuant to this Section 2.1, shall
have an estimated market 



2







 

value
at the time of such request (based upon the then market price of a share of Common Stock of the Company) of at least $10,000,000). Notwithstanding the foregoing, the Company shall not be
required to file any registration statement on behalf of any Holder within six months after the effective date of any earlier registration statement so long as the Holder requesting the Demand
Registration was given a notice offering it the opportunity to sell Registrable Securities under the earlier registration statement and such Holder did not request that all of its Registrable
Securities be included; provided, however, that if a Holder requested that all of its Registrable
Securities be included in the earlier registration statement but not all were so included through no fault of the Holder, such Holder may, but shall not be obligated to, require the Company to file
another registration statement pursuant to a Demand Registration (subject, in the event of a Demand Registration for less than all such remaining Registrable Securities, to the same $10,000,000
limitation set forth above) exercised by such Holder within six months of the effective date of such earlier registration statement. Within ten days after receipt of a request for a Demand
Registration, the Company shall give written notice (the "Notice") of such request to all other Holders and shall include in such registration all
Registrable Securities that the Company has received written requests for inclusion therein within 15 days after the Notice is given (the "Requested
Securities"). Thereafter, the Company may elect to include in such registration additional Shares to be issued by the Company. In such event for purposes only of
Section 2.3 (other than the first sentence thereof) and not for purposes of any other provision or Section hereof (including, without limitation, Section 3), (a) such shares to be
issued by the Company in connection with a Demand Registration shall be deemed to be Registrable Securities and (b) the Company shall be deemed to be a Holder thereof. All requests made
pursuant to this Section 2.1 shall specify the aggregate number of Registrable Securities to be registered. 


        2.2.    Effective Registration and Expenses.    A registration shall not constitute a Demand Registration under
Section 2.1 hereof until it has become effective. In any registration initiated as a Demand Registration, the Company shall pay all Registration Expenses (as defined in Section 8)
incurred in connection therewith, whether or not such Demand Registration becomes effective, unless such Demand Registration fails to become effective as a result of the fault of one or more Holders
other than the Company, in which case the Company will not be required to pay the Registration Expenses incurred with respect to the offering of such Holder or Holders' Registrable Securities. The
Registration Expenses incurred with respect to the offering of such Holder or Holders' Registrable Securities shall be the product of (a) the aggregate amount of all Registration Expenses
incurred in connection with such registration and (b) the ratio that the number of such Registrable Securities bears to the total number of Registrable Securities included in the registration. 


        2.3.    Priority on Demand Registrations.    The Holder making the Demand Registration may elect whether the offering
of such Registrable Securities pursuant to such Demand Registration shall be in the form of a firm commitment underwritten offering or otherwise;  provided, however, that such Holder may not elect that such offering be made on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act. In any case in which an offering is in the form of a firm commitment underwritten offering, if the managing underwriter or underwriters of
such offering advise the Company in writing that in its or their opinion the number of Registrable Securities proposed to be sold in such offering exceeds the number of Registrable Securities that can
be sold in such offering without adversely affecting the market for the Company's common stock, the Company will include in such registration the number of Registrable Securities that in the opinion
of such managing underwriter or underwriters can be sold without adversely affecting the market for the Company's common stock. In such event, the number of Registrable Securities, if any, to be
offered for the accounts of Holders (including the Holder making the Demand Registration) shall be reduced pro rata on the basis of the relative number
of any Registrable Securities requested by each such Holder to be included in such registration to the extent 



3







 




necessary
to reduce the total number of Registrable Securities to be included in such offering to the number recommended by such managing underwriter or underwriters. In the event the Holder making
the Demand shall receive notice pursuant to this Section 2.3 that the amount of Registrable Securities to be offered for the account of such Holder shall be reduced, such Holder shall be
entitled to withdraw the Demand by written notice to the Company within seven (7) days after receipt of such notice, with the effect that such Demand shall be deemed not to have been made. 


        2.4.    Selection of Underwriters.    If any of the Registrable Securities covered by a Demand Registration are to be
sold in an underwritten offering, the Holders, in the aggregate, that own or will own a majority of the Registrable Securities that the Company has been requested to register (including the Requested
Securities but excluding any securities to be issued by the Company), shall have the right to select the investment banker or investment bankers and manager or managers that will underwrite the
offering; provided, however, that such investment bankers and managers must be reasonably satisfactory
to the Company. 




        3.    Piggyback Registration.    Whenever the Company proposes to file a registration statement under the
Securities Act with respect to an underwritten public offering of Common Stock by the Company for its own account or for the account of any stockholders of the Company (other than a registration
statement filed pursuant to either Section 2 or 4 hereof), the Company shall give written notice (the "Offering Notice") of such proposed filing
to each of the Holders at least 30 days before the anticipated filing date. Such Offering Notice shall offer all such Holders the opportunity to register such number of Registrable Securities
as each such Holder may request in writing, which request for registration (each, a "Piggyback Registration") must be received by the Company within
15 days after the Offering Notice is given. The Company shall use all reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering, if any, to permit
the holders of the Registrable Securities requested to be included in the registration for such offering to include such Registrable Securities in such offering on the same terms and conditions as the
common stock of the Company or, if such offering is for the account of other stockholders, the common stock of such stockholders included therein. Notwithstanding the foregoing, if the managing
underwriter or underwriters of a proposed underwritten offering advise the Company in writing that in its or their opinion the number of
Registrable Securities proposed to be sold in such offering exceeds the number of Registrable Securities that can be sold in such offering without adversely affecting the market for the Common Stock,
the Company will include in such registration the number of Registrable Securities that in the opinion of such managing underwriter or underwriters can be sold without adversely affecting the market
for the Common Stock. In such event, the number of Registrable Securities, if any, to be offered for the accounts of Holders shall be reduced pro rata
on the basis of the relative number of any Registrable Securities requested by each such Holder to be included in such registration to the extent necessary to reduce the total number of Registrable
Securities to be included in such offering to the number recommended by such managing underwriter or underwriters. The number of securities to be offered for the accounts of the Holders shall be
reduced to zero before the number of securities to be offered for the accounts of the Priority Holders is reduced. The Company shall pay all Registration Expenses incurred in connection with any
Piggyback Registration. 


        4.    Shelf Registration.    Following the Effective Time, the Company shall use reasonable efforts to qualify for
registration on Form S-3 for secondary sales. The Company agrees that, upon the request of any Holder, the Company shall promptly after receipt of such request notify each other
Holder of receipt of such request and shall cause to be filed on or as soon as practicable thereafter, but not sooner than 35 days after the receipt of such notice from such Holder, a
registration statement (a "Shelf Registration Statement") on Form S-1, Form S-3 or any other appropriate form
under the Securities Act for an offering to be made on a delayed or continuous basis pursuant to Rule 415 thereunder or any similar rule that may be adopted by the Securities and Exchange
Commission (the 


4







 



 "Commission") and permitting sales in any manner not involving an underwritten public offering (and shall register or qualify the shares to be sold in such offering under such
other securities or "blue sky" laws as would be required pursuant to Section 7(g) hereof) covering up to the aggregate number of (a) Shares to be issued to such Holder and all other
Holders who request that the Shares to be issued to them upon the exchange or repurchase of Units held by them be included in the Shelf Registration Statement upon the exchange or repurchase of Units
so that the Shares issuable upon the exchange or repurchase of such Units will be registered pursuant to the Securities Act, (b) Common Shares to be issued to such Holder and all other Holders
who request that the Common Shares to be issued to them upon the conversion of 7% Preferred Shares held by them be included in the Shelf Registration Statement upon the conversion of 7% Preferred
Shares so that the Common Shares issuable upon the conversion of such 7% Preferred Shares will be registered for sale by such Holders pursuant to the Securities Act and (c) Registrable
Securities held by such Holders. The Company shall use its best efforts to cause the Shelf Registration Statement to be declared effective by the Commission within three months after the filing
thereof. The Company shall use its reasonable efforts to keep the Shelf Registration Statement continuously effective (and to register or qualify the shares to be sold in such offering under such
other securities or "blue sky" laws as would be required pursuant to Section 7(g) hereof) for so long as any Holder holds any Shares or Units that may be exchanged for Shares under the
Partnership Agreement or until the Company has caused to be delivered to each Holder an opinion of counsel, which counsel must be reasonably acceptable to such Holders, stating that such Shares or
Shares issued upon such exchange or conversion may be sold by the Holders pursuant to Rule 144 promulgated under the Securities Act without regard to any volume limitations and that the Company
has satisfied the informational requirements of Rule 144. The Company shall file any necessary listing applications or amendments to existing applications to cause the Common Shares issuable
upon exchange or repurchase of Units or upon conversion of 7% Preferred Shares to be listed on the primary exchange on which the Common Stock is then listed, if any. Notwithstanding the foregoing, if
the Company determines that it is necessary to amend or supplement such Shelf Registration Statement and if the Company shall furnish to the Holders a certificate signed by the Chief Executive Officer
of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be significantly disadvantageous to the Company and its stockholders for any such Shelf
Registration Statement to be amended or supplemented, the Company may defer such amending or supplementing of such Shelf Registration Statement for not more than 45 days and in such event the
Holders shall be required to discontinue disposition of any Registrable Securities covered by such Shelf Registration Statement during such period. Notwithstanding the foregoing, if the Company
irrevocably elects prior to the filing of any Shelf Registration Statement to issue all cash in lieu of Shares upon the exchange of Units by the Holder requesting the filing of such Shelf Registration
Statement, the Company shall not be obligated to file such Shelf Registration Statement. 


        5.    Rights of Other Stockholders.    Except for the rights granted previously to the Priority Holders pursuant to
the Registration Rights Agreement referred to in the first recital to this Agreement, the Company shall not grant any person (a "Subsequent Holder"), for so long as any securities convertible into or
exchangeable for Registrable Securities are outstanding, any rights to have their securities included in any registration statement to be filed by the Company if such rights are greater than the
rights of the Holders granted herein without extending such greater rights to the Holders. To the extent the securities of a Subsequent Holder are entitled to be included in any registration statement
and the managing underwriter or underwriters believe that the number of securities proposed to be sold in such offering exceeds the number of securities that can be sold in such offering without
adversely affecting the market for the Company's common stock, the number of securities to be offered for the accounts of such Subsequent Holders shall be reduced to zero before the number of
securities to be offered for the accounts of the Holders is reduced. Notwithstanding the foregoing, it is understood that in any case in which the securities to be offered for the accounts of the
Holders is reduced, such securities will be reduced pro rata with any securities offered for the accounts of holders of registration rights granted 


5







 



pursuant
to that certain Registration Rights Agreement among the Company and [JP Morgan, et. al] to be entered into in connection with the issuance of the Units to the
Holders. 


        6.    Holdback Agreements.    



        6.1.    Restrictions on Public Sale by Holders of Registrable Securities.    Each Holder (a) participating in
an underwritten offering covered by any Demand Registration or Piggyback Registration or (b) in the event the Company is issuing shares of its capital stock to the public in an underwritten
offering, agrees, if requested by the managing underwriter or underwriters for such underwritten offering, not to effect (except as part of such underwritten offering or pursuant to Article XI
of the Partnership Agreement) any public sale or distribution of Registrable Securities or any securities convertible into or exchangeable or exercisable for such Registrable Securities, including a
sale pursuant to Rule 144 (or any similar provision then in force) under the Securities Act, during the period (a "Lock-Out Period")
commencing 14 days prior to and ending no more than 90 days subsequent to the date (an "Execution Date") specified in the
Lock-Out Notice (as defined below) as the anticipated date of the execution and delivery of the underwriting agreement (or, if later, a pricing or terms agreement signed pursuant to such
underwriting agreement) to be entered into in connection with such Demand Registration or Piggyback Registration or other underwritten offering. The Execution Date shall be no fewer than
21 days subsequent to the date of delivery of written notice (a "Lock-Out Notice") by the Company to each Holder of the anticipated
execution of an underwriting agreement (or pricing or terms agreement), and the Execution Date shall be specified in the Lock-Out Notice. The Company may not deliver a Lock-Out
Notice unless it is making a good faith effort to effect the offering with respect to which such Lock-Out Notice has been delivered. Notwithstanding the foregoing, the Company may not
(a) establish Lock-Out Periods in effect for more than 208 days in the aggregate within any of the consecutive fifteen-month periods commencing on the date of this Agreement
and (b) cause any Lock-Out Period to commence (i) during the 45-day period immediately following the expiration of any Lock-Out Period, such
45-day period to be extended by one day for each day of delay pursuant to Section 7(a); or (ii) if the Company shall have been requested to file a Registration
Statement pursuant
to Section 2 during such 45-day period (as extended), until the earlier of (x) the date on which all Registrable Securities thereunder shall have been sold and
(y) 45 days after the effective date of such Registration Statement. Notwithstanding the foregoing, any Lock-Out Period may be shortened at the Company's sole discretion by
written notice to the Holders, and the applicable Lock-Out Period shall be deemed to have ended on the date such notice is received by the Holders. For the purposes of this
Section 6.1, a Lock-Out Period shall be deemed to not have occurred, and a Lock-Out Notice shall be deemed to not have been delivered, if, within 30 days of the
delivery of a Lock-Out Notice, the Company delivers a written notice (the "Revocation Notice") to the Holders stating that the offering (the  "Aborted Offering") with respect to which such Lock-Out Notice was delivered has not been, or shall not be, consummated;
provided, however, that any Lock-Out Period that the Company causes to commence within
45 days of the delivery of such Revocation Notice shall be reduced by the number of days pursuant to which the Holders were subject to restrictions on transfer pursuant to this
Section 6.1 with respect to such Aborted Offering. 


        6.2.    Restrictions on Public Sale by the Company.    If, but only if, the managing underwriter or underwriters for
any underwritten offering of Registrable Securities made pursuant to a Demand Registration so request, the Company agrees not to effect any public sale or distribution of any of its securities similar
to those being registered, or any securities convertible into or exchangeable or exercisable for such securities (except pursuant to registrations on Form S-4 or S-8 or
any successor or similar forms thereto) during the 14 days prior to, and during the 180-day period beginning on, the effective date of such Demand Registration. 



6







 





        7.    Registration Procedures.    Whenever the Holders have requested that any Registrable Securities be registered
pursuant to Section 2, 3 or 4, the Company shall use its best efforts to effect the registration of Registrable Securities in accordance with the intended method of disposition thereof as
expeditiously as practicable, and in connection with any such request, the Company shall as expeditiously as possible: 


        (a)   in
connection with a request pursuant to Section 2, prepare and file with the Commission, not later than 40 days (or such longer period as may be required
in order for the Company to comply with the provisions of Regulation S-X under the Securities Act) after receipt of a request to file a registration statement with respect to
Registrable Securities, a registration statement on any form for which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for the sale
of such Registrable Securities in accordance with the intended method of distribution thereof and, if the offering is an underwritten offering, shall be reasonably satisfactory to the managing
underwriter or underwriters, and use its best efforts to cause such registration statement to become effective; provided,  however, that if the Company
shall within five (5) Business Days after receipt of such request furnish to the Holders making such a request a
certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be significantly disadvantageous to the
Company and its stockholders for such a registration statement to be filed on or before the date filing would be required, the Company shall have an additional period of not more than 45 days
within which to file such registration statement (provided that only one such notice may be given during any 12 month period); and provided,  further,
that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall (a) furnish to the
counsel selected by the Holder making the demand, or if no demand, then, by the Holders, in the aggregate, that own or will own a majority of the Registrable Securities covered by such registration
statement, copies of all such documents proposed to be filed, which documents will be subject to the review of such counsel, and (b) notify each seller or prospective seller of Registrable
Securities of any stop order issued or threatened by the Commission or withdrawal of any state qualification and take all reasonable actions required to prevent such withdrawal or the entry of such
stop order or to remove it if entered; 


        (b)   in
connection with a registration pursuant to Section 2, prepare and file with the Commission such amendments and supplements to such registration statement and
the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period of not less than 150 days (or such shorter period that will terminate
when all Registrable Securities covered by such registration statement have been sold, but not before the expiration of the applicable period referred to in Section 4(3) of the Securities Act
and Rule 174 thereunder, if applicable), and comply with the provisions of the Securities Act applicable to it with respect to the disposition of all securities covered by such registration
statement during such period in accordance with the intended method of disposition by the sellers thereof set forth in such registration statement; 


        (c)   notify
each seller of Registrable Securities and the managing underwriter, if any, promptly, and (if requested by any such Person) confirm such advice in writing, 



          (i)  when
the prospectus or any supplement thereto or amendment or post-effective amendment to the registration statement has been filed, and, with respect to
the registration statement or any post-effective amendment, when the same has become effective, 


         (ii)  of
any request by the Commission for amendments or post-effective amendments to the registration statement or supplements to the prospectus or for
additional information, 


        (iii)  of
the issuance by the Commission of any stop order suspending the effectiveness of the registration statement or the initiation or threatening of any proceedings for
that purpose, 



7







 




        (iv)  if
at any time during the distribution of securities by the managing underwriter the representations and warranties of the Company to be contained in the underwriting
agreement cease to be true and correct in all material respects, and 


         (v)  of
the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose; 




        (d)   use
its best efforts to prevent the issuance of any stop order suspending the effectiveness of the registration statement or any state qualification or any order
preventing or suspending the use of any preliminary prospectus, and use its best efforts to obtain the withdrawal of any order suspending the effectiveness of the registration statement or any state
qualification or of any order preventing or suspending the use of any preliminary prospectus at the earliest possible moment; 


        (e)   if
requested by the managing underwriter or a seller of Registrable Securities, promptly incorporate in a prospectus supplement or post-effective amendment
to the registration statement such information as the managing underwriter or a seller of Registrable Securities reasonably request to have included therein relating to the plan of distribution with
respect to the Registrable Securities, including, without limitation, information with respect to the amount of Registrable Securities being sold to such underwriters, the purchase price being paid
therefor by such underwriters and with respect to any other terms of the underwritten offering of the Registrable Securities to be sold in such offering; and make all required filings of such
prospectus supplement or post-effective amendment promptly after being notified of the matters to be incorporated in such prospectus supplement or post-effective amendment; 



        (f)    furnish
to each seller of Registrable Securities and the managing underwriter one signed copy of the registration statement and each amendment thereto as filed with the
Commission, and such number of copies of such registration statement, each amendment (including post-effective amendments) and supplement thereto (in each case including all documents
incorporated by reference and all exhibits thereto whether or not incorporated by reference), the prospectus included in such registration statement (including each preliminary prospectus) and such
other documents as each seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; 



        (g)   use
reasonable efforts to register or qualify such Registrable Securities under such other securities or "blue sky" laws of such jurisdictions as any seller or
underwriter reasonably requests in writing and to do any and all other acts and things that may be reasonably necessary or advisable to register or qualify for sale in such jurisdictions the
Registrable Securities owned by such seller; provided, however, that the Company shall not be required
to (a) qualify generally to do business in any jurisdiction where it is not then so qualified, (b) subject itself to taxation in any such jurisdiction, (c) consent to general
service of process in any such jurisdiction or (d) provide any undertaking required by such other securities or "blue sky" laws or make any change in its charter or bylaws that the Board of
Directors determines in good faith to be contrary to the best interest of the Company and its stockholders; 


        (h)   use
reasonable efforts to cause the Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies
or authorities as may be necessary by virtue of the business and operations of the Company to enable the seller or sellers thereof or the underwriters, if any, to consummate the disposition of such
Registrable Securities; 


        (i)    notify
each seller of such Registrable Securities at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of
any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits to state any material fact required to be stated therein
or necessary to make the statements 


8







 



therein,
in light of the circumstances under which they were made, not misleading, and prepare and file with the Commission a supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of such Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; 


        (j)    enter
into customary agreements (including an underwriting agreement in customary form, if the offering is an underwritten offering) and take such other actions as are
reasonably required in order to expedite or facilitate the disposition of such Registrable Securities and in such connection: 



          (i)  make
such representations and warranties to the underwriters in form, substance and scope, reasonably satisfactory to the managing underwriter, as are customarily made
by issuers to underwriters in primary underwritten offerings on the form of registration statement used in such offering; 


         (ii)  obtain
opinions and updates thereof of counsel, which counsel and opinions to the Company (in form, scope and substance) shall be reasonably satisfactory to the
managing underwriter, addressed to the managing underwriter, covering the matters customarily covered in opinions requested in primary underwritten offerings on the form of registration statement used
in such offering and such other matters as may be reasonably requested by the managing underwriter; 



        (iii)  obtain
so-called "cold comfort" letters and updates thereof from the Company's independent public accountants addressed to the managing underwriter in
customary form and covering matters of the type customarily covered in "cold comfort" letters to underwriters in connection with primary underwritten offerings and such other matters as may be
reasonably requested by the managing underwriter; 


        (iv)  cause
the underwriting agreements to set forth in full the indemnification provisions and procedures of Section 9 (or such other substantially similar provisions
and procedures as the managing underwriter shall reasonably request) with respect to all parties to be indemnified pursuant to said Section; and 



         (v)  deliver
such documents and certificates as may be reasonably requested by the Participating Holder or Holders to evidence compliance with the provisions of this
Section 7(j) and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company. 




        The
above shall be done at the effectiveness of such registration statement (when consistent with customary industry practice), each closing under any underwriting or similar agreement
as and to the extent required thereunder and from time to time as may reasonably be requested by the sellers of Registrable Securities, all in a manner consistent with customary industry practice. 



        (k)   make
available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement, the
counsel referred to in clause (a) of Section 7(a) and any attorney, accountant or other agent retained by any such seller or underwriter (collectively, the  "Inspectors"), all financial and
other records, pertinent corporate documents and properties of the Company (collectively, the  "Records") as shall be reasonably necessary to enable them to exercise their due diligence responsibility,
and cause the Company's officers, directors,
employees and agents to supply all information reasonably requested by any such Inspector in connection with such registration statement. Records that the Company determines, in good faith, to be
confidential and that it notifies the Inspectors are confidential shall not be disclosed by the Inspectors unless (a) the disclosure of such Records is, in the reasonable judgment of any
Inspector, necessary to avoid or correct a misstatement or omission of a material fact in the registration statement or (b) the release of such Records is ordered pursuant to a subpoena or
other order from a court or governmental agency of competent jurisdiction or required (in the written opinion of counsel to such 


9







 



seller
or underwriter, which counsel shall be reasonably acceptable to the Company) pursuant to applicable state or federal law. Each seller of Registrable Securities agrees that it will, upon
learning that disclosure of such Records are sought by a court or governmental agency, give notice to the Company and allow the Company, at the Company's expense, to undertake appropriate action to
prevent disclosure of the Records deemed confidential; 


        (l)    if
such sale is pursuant to an under-written offering, use reasonable efforts to obtain a "cold comfort" letter and updates thereof from the Company's independent public
accountants in customary form and covering such matters of the type customarily covered by "cold comfort" letters as the holders, in the aggregate, of a majority of the Registrable Securities being
sold and the managing underwriter or underwriters reasonably request; 


        (m)  otherwise
use reasonable efforts to comply with the Securities Act, the Exchange Act, all applicable rules and regulations of the Commission and all applicable state
securities and real estate syndication laws, and make generally available to its security holders, as soon as reasonably practicable, an earnings statement covering a period of 12 months,
beginning within three months after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act; 


        (n)   use
reasonable efforts to cause all Registrable Securities covered by the registration statement to be listed on each securities exchange, if any, on which similar
securities issued by the Company are then listed, provided that the applicable listing requirements are satisfied; 


        (o)   cooperate
with the sellers of Registrable Securities and the managing underwriter 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 and registered in such names as the managing underwriter
may reasonably request at least 2 business days prior to any sale of Registrable Securities to the underwriters; 



        (p)   cooperate
and assist in any filings required to be made with the NASD and in the performance of any due diligence investigation by any underwriter; 


        (q)   prior
to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of the
registration statement) provide copies of such document to the sellers of Registrable Securities, the underwriters and their respective counsel and make the Company representatives available for
discussion of such document with such persons; and 


        (r)   participate,
if so requested, in a "road show" in connection with the sale of the Registrable Securities but only to the extent reasonably requested by the managing
underwriter, if such sale is pursuant to an underwritten offering. 


        The
Company may require each seller or prospective seller of Registrable Securities as to which any registration is being effected to furnish to the Company such information regarding
the distribution of such securities and other matters as may be required to be included in the registration statement. 



        Each
holder of Registrable Securities agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Paragraph (i) of this
Section 7, such holder shall forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such holder's receipt
of the copies of the supplemented or amended prospectus contemplated by Paragraph (i) of this Section 7, and, if so directed by the Company, such holder shall deliver to the Company (at
the Company's expense) all copies, 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. If the Company shall give any such notice, the Company shall extend the period during which such registration statement shall be maintained effective 


10







 

pursuant
to this Agreement (including the period referred to in Paragraph (b) of this Section 7) by the number of days during the period from and including the date of the giving of such
notice pursuant to Paragraph (i) of this Section 7 to and including the date when each seller of Registrable Securities covered by such registration statement shall have received the
copies of the supplemented or amended prospectus contemplated by Paragraph (i) of this Section 7. 



        The
Company shall keep the sellers of Registrable Securities to be offered in a given registration advised of the status of any registration in which they are participating. In addition,
the Company and each such seller of Registrable Securities may enter into understandings in writing whereby such seller of Registrable Securities will agree in advance as to the acceptability of the
price or range of prices per share at which the Registrable Securities included in such registration are to be offered to the public. Furthermore, the Company shall establish pricing notification
procedures reasonably acceptable to each such seller of Registrable Securities and shall, as promptly as practicable after learning the same from the managing underwriter, use reasonable efforts to
give oral notice to each such seller of Registrable Securities of the anticipated date on which the Company expects to receive a notification from the managing underwriter (and any changes in such
anticipated date) of the price per share at which the Registrable Securities included in such registration are to be offered to the public. 


        8.    Registration Expenses.    The Company shall pay all expenses incident to its performance of or compliance with
this Agreement, including, without limitation, (a) all Commission, stock exchange and National Association of Securities Dealers, Inc. registration, filing and listing fees,
(b) all fees and expenses incurred in complying with securities or "blue sky" laws (including reasonable fees and disbursements of counsel in connection with "blue sky" qualifications of the
Registrable Securities), (c) all printing, messenger and delivery expenses, (d) all fees and disbursements of the Company's independent public accountants and counsel and (e) all
fees and expenses of any special experts retained by the Company in connection with any Demand Registration or Piggyback Registration pursuant to the terms of this Agreement, regardless of whether
such registration becomes effective; provided, however, that the Company shall not pay the costs and
expenses of any Holder relating to underwriters' commissions and discounts relating to Registrable Securities to be sold by such Holder (but such costs and expenses shall be paid by the Holders on a  pro rata basis), brokerage fees, transfer taxes, or the fees or expenses of any counsel, accountants or other representatives retained by the Holders,
individually or in the aggregate. All of the expenses described in this Section 8 that are to be paid by the Company are herein called "Registration Expenses." 


        9.    Indemnification; Contribution.    



        9.1.    Indemnification by the Company.    The Company agrees to indemnify, to the fullest extent permitted by law,
each Holder, each Holder's respective officers, directors, agents, advisors, employees and trustees, and each person, if any, who controls such Holder (within the meaning of the Securities Act),
against any and all losses, claims, damages, liabilities and expenses caused by any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or
preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the
statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, except insofar as the same are caused by or contained in any information with
respect to such Holder furnished in writing to the Company by such Holder expressly for use therein or by such Holder's failure to deliver a copy of the prospectus or any supplements thereto after the
Company has furnished such Holder with a sufficient number of copies of the same or by the delivery of prospectuses by such Holder after the Company notified such Holder in writing to discontinue
delivery of prospectuses. The Company also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each person who controls such underwriters (within the
meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holders. 



11







 

        9.2.    Indemnification by Holders.    In connection with any registration statement in which a Holder is
participating, each such Holder shall furnish to the Company in writing such information and affidavits with respect to such Holder as the Company reasonably requests for use in connection with any
such registration statement or prospectus and agrees to indemnify, severally and not jointly, to the fullest extent permitted by law, the Company, its officers, directors and agents and each person,
if any, who controls the Company (within the meaning of the Securities Act) against any and all losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement
of a material fact or any omission or alleged omission of a material fact required to be stated in any registration statement, prospectus or preliminary prospectus or any amendment thereof or
supplement thereto or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the
extent, that such untrue or alleged untrue statement or omission is contained in or omitted from, as the case may be, any information or affidavit with respect to such Holder so furnished in writing
by such Holder specifically for use in the Registration Statement. Each Holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each person who
controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Company. 


        9.3.    Conduct of Indemnification Proceedings.    Any party that proposes to assert the right to be indemnified under
this Section 9 shall, promptly after receipt of notice of commencement of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under
this Section 9, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission so to notify such indemnifying party will not
relieve it from any liability that it may have to any indemnified party under the foregoing provisions of this Section 9 unless, and only to the extent that, such omission results in the
forfeiture of substantive rights or defenses by the indemnifying party. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement, the
indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified party promptly after receiving notice of the commencement of the
action from the indemnified party, jointly with any other indemnifying party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to the indemnified party, and
after notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be liable to the indemnified party for any legal or other
expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the indemnified party in connection with the defense. If the indemnifying party assumes
the defense, the indemnifying party shall have the right to settle such action without the consent of the indemnified party; provided,  however, that the
indemnifying party shall be required to obtain such consent (which consent shall not be unreasonably withheld) if the settlement
includes any admission of wrongdoing on the part of the indemnified party or any decree or restriction on the indemnified party or its officers or directors;  provided, further, that no indemnifying party, in the defense of any such action, shall, except with the
consent of the indemnified party (which consent shall not be unreasonably withheld), consent to entry of any judgment or enter into any settlement that does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability with respect to such action. The indemnified party will have the right to employ its own
counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party unless (a) the employment of counsel by the indemnified
party has been authorized in writing by the indemnifying party, (b) the indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it
or other indemnified parties that are different from or in addition to those available in the indemnifying party, (c) a conflict or potential conflict exists (based on advice of counsel to the
indemnified 



12







 




party)
between the indemnified party and the indemnifying party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of the indemnified party)
or (d) the indemnifying party has not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of
which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall
not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to
practice in such jurisdiction at any one time from all such indemnified party or parties unless (a) the employment of more than one counsel has been authorized in writing by the indemnifying
party or parties, (b) an indemnified party has reasonably concluded (based on advice of counsel) that there may be legal defenses available to it that are different from or in addition to those
available to the other indemnified parties or (c) a conflict or potential conflict exists (based on advice of counsel to an indemnified party) between such indemnified party and the other
indemnified parties, in each of which cases the indemnifying party shall be obligated to pay the reasonable fees and expenses of such additional counsel or counsels. An indemnifying party will not be
liable for any settlement of any action or claim effected without its written consent (which consent shall not be unreasonably withheld). 


        9.4.    Contribution.    If the indemnification provided for in this Section 9 from the indemnifying party is
unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to herein, then the indemnifying party, to the extent such indemnification is
unavailable, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or
expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and indemnified parties in connection with the actions that resulted in such losses, claims,
damages, liabilities or expenses. The relative fault of such indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any action in question,
including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying
party or indemnified parties, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such action. The amount paid or payable by a party as a result of
the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 9.3, any legal or other fees or expenses
reasonably incurred by such party in connection with any investigation or proceeding. 




        The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 9.4 were determined by pro
rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person. 


        If
indemnification is available under this Section 9, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Section 9.1 and 9.2
without regard to the relative fault of said indemnifying parties or indemnified party. 


        10.    Participation in Underwritten Registrations.    No person may participate in any underwritten registration
hereunder unless such person (i) agrees to sell such person's securities on the basis provided in any underwriting agreements approved by the persons entitled hereunder to approve such
arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such
underwriting arrangements. 


13







 



        11.    Rule 144.    The Company covenants that it shall use its best efforts to file the reports required to be
filed by it under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder if and when the Company becomes obligated to file such reports (or, if the
Company ceases to be required to file such reports, it shall, upon the request of any Holder, make publicly available other information), and it shall, if feasible, take such further action as any
Holder
may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the
exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time or (ii) any similar rules or regulations hereafter adopted by the
Commission. Upon the written request of any Holder, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements. 



        12.    Miscellaneous.    



        12.1.    Remedies.    Each Holder, in addition to being entitled to exercise all rights granted by law, including
recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by
reason of a breach by it of the provisions of this Agreement and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate. 



        12.2.    Amendments and Waivers.    Except as otherwise provided herein, the provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given unless the Company has obtained the written consent of all Holders;  provided that,
without the consent of any Holders, the Operating Partnership may amend the provisions of this Agreement solely to include additional
Holders as parties hereto as contemplated by the Contribution Agreements pursuant to which the Units were, and additional Units may be, originally issued. 



        12.3.    Notices.    Any notice or other communication required or permitted hereunder shall be in writing and shall
be delivered personally, or sent by certified or registered or express mail, postage prepaid. Any such notice shall be deemed given when so delivered personally, or, if mailed, five days (or, in the
case of express mail, one day) after the date of deposit in the United States mail, as follows: 



          (i)  if
to the Company, to: 



	

	Simon
Property Group, Inc.

Merchants Plaza

115 West Washington Street

Suite 15 East

Indianapolis, Indiana 46204

        Attention: David Simon

                          James M. Barkley, Esq.

Facsimile No.: (317) 685-7221






	

	with
a copy to:



	

	Willkie
Farr & Gallagher

787 Seventh Avenue

New York, New York 10019

        Attention: Richard L. Posen, Esq.

Facsimile: (212) 728-8111 







14







 










         (ii)  if
to any Holder, to the most current address of such Holder given by such Holder to the Company in writing. 





        Any
party may by notice given in accordance with this Section 12.3 to the other parties designate another address or person for receipt of notice hereunder. 



        12.4.    Successors and Assigns.    


        (a)   This
Agreement shall inure to the benefit of and be binding upon the Holders and their respective successors and assigns and the successors and assigns of the Company;  provided, however, that no Holder may assign its rights hereunder to any person who is not a permitted
transferee of such Holder pursuant to the terms of the Partnership Agreement; provided further, that, except as otherwise provided in
Section 12.4(b) hereof, no Holder may assign its rights hereunder to any person who does not acquire either (i) all or substantially all of such Holder's Registrable Securities or
Securities, as the case may be or (ii) a number of Units or Registrable Securities which as of the date the Operating Partnership issued such Units or Registrable Securities to the Holder were
worth at least $10,000,000 (measured, in the case of Units or Registrable Securities issued upon conversion, exchange or redemption of other Units, by reference to the Units which were exchanged,
repurchased or converted for or into such Units or Registrable Securities). 



        (b)    Affiliates.    It is understood under the terms of the Partnership Agreement, Holders have the right to assign
their partnership interests, in whole or in part, to their Affiliates (as defined in the Partnership Agreement). The provisions of this Agreement shall inure to the benefit of all such Affiliates and,
for all purposes of this Agreement, a party to this Agreement (other than the Company) and all of its affiliates which at the time in question are Limited Partners of the Operating Partnership shall
be deemed to be one party, with the consequence that (i) they may aggregate their Units for the purpose
of exercising their rights under this Agreement and (ii) to assign the benefits of this Agreement to a third party which is not an Affiliate of them, they must together assign to such third
party all or substantially all of the aggregate amount of Units held by all of them. 


        12.5.    Mergers, Etc.    In addition to any other restriction on mergers, consolidations and reorganizations
contained in the articles of incorporation, by-laws, code of regulations or agreements of the Company, the Company covenants and agrees that it shall not, directly or indirectly, enter
into any merger, consolidation or reorganization in which the Company shall not be the surviving corporation unless all the Registrable Securities and all of the outstanding shares of Common Stock of
the Company and Units are exchanged or purchased upon substantially equivalent economic terms for cash or freely marketable securities of the surviving corporation unless the surviving corporation
shall, prior to such merger, consolidation or reorganization, agree in a writing to assume in full and without modification other than conforming changes necessary to reflect the new issuer of the
Registrable Securities all of the obligations of the Company under this Agreement, and for that purpose references hereunder to "Registrable Securities"
shall be deemed to include the securities which holders of Common Stock would be entitled to receive in exchange for Registrable Securities pursuant to any such merger, consolidation, sale of all or
substantially all of its assets or business, liquidation, dissolution or reorganization. 



        12.6.    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. 


        12.7.    Headings.    The headings in this Agreement are for convenience of reference only and shall not limit or
otherwise affect the meaning hereof. 



15







 




        12.8.    GOVERNING LAW.    THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK. 


        12.9.    Severability.    If any one or more of the provisions contained herein, or the application thereof in any
circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining
provisions hereof shall not be in any way impaired, it being intended that all of the rights of the Holders shall be enforceable to the full extent permitted by law. 


        12.10.    Entire Agreement.    This Agreement is intended by the parties as a final expression of their agreement and
intended to be a complete and exclusive statement of the agreement and understanding
of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings other than those set forth or referred to herein. This
Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. 



[This
page intentionally ends here] 


16









   
        IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first written above. 



	 	COMPANY:
	

 	

SIMON PROPERTY GROUP, INC.
	

 	

By:	
 	

/s/  STEPHEN E. STERRETT      

	 	 	 	Name:	 	Stephen E. Sterrett
	 	 	 	Title:	 	Treasurer

Hereunto duly authorized
	

[Signatures continue on next page]
	

 	

 	
 	

 	
 	

 	
 	

 	
 	

 






17







 

	

[Signature Page to Registration Rights Agreement]
	

 	

HOLDERS:
	

 	

APPLE BLOSSOM MALL LLC, a Delaware limited liability company
	

 	

By:	
 	

/s/  STEPHEN R. KARP      
 Stephen R. Karp, its Manager

Hereunto duly authorized
	

 	

ATRIUM ASSOCIATES JOINT VENTURE, a Massachusetts general partnership
	

 	

By:	
 	

CHESTNUT HILL ATRIUM LIMITED PARTNERSHIP, a Delaware limited partnership, its General Partner
	

 	

 	
 	

By:	
 	

KARP ATRIUM, INC., a Delaware corporation, its General Partner
	

 	

 	
 	

 	
 	

By:	
 	

/s/  STEPHEN R. KARP      
 Stephen R. Karp

Its Chairman and Chief Executive Officer

Hereunto duly authorized
	

 	

CAPE COD MALL LLC, a Massachusetts limited liability company
	

 	

By:	
 	

ALL CAPE CENTER LLC, a Massachusetts limited liability company, its Manager
	

 	

 	
 	

By:	
 	

/s/  STEPHEN R. KARP      
 Stephen R. Karp, its Manager

Hereunto duly authorized
	

[Signatures continue on next page]
	

 	

 	
 	

 	
 	

 	
 	

 	
 	

 




18







 

	

[Signature Page to Registration Rights Agreement]
	

 	

GREENDALE ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership
	

 	

By:	
 	

/s/  STEPHEN R. KARP      
 Stephen R. Karp, its General Partner

Hereunto duly authorized
	

[Signatures continue on next page]
	

 	

 	
 	

 	
 	

 	
 	

 	
 	

 





19







 

	

[Signature Page to Registration Rights Agreement]
	

 	

/s/  STEPHEN R. KARP      
 Stephen R. Karp
	

 	

FISCHMAN MNH PARTNERS, a Massachusetts general partnership
	

 	

By:	
 	

/s/  STEVEN S. FISCHMAN      
 Steven S. Fischman

Its general partner

Hereunto duly authorized
	

 	

THE WILLIAM A. DEDRICK REVOCABLE TRUST OF 1992
	

 	

By:	
 	

/s/  WILLIAM A. DEDRICK, TRUSTEE      
 William A. Dedrick, as Trustee
	

 	

MANCHESTER SPE CORPORATION, a New Hampshire corporation
	

 	

By:	
 	

/s/  STEVEN S. FISCHMAN      
 Steven S. Fischman, its President

Hereunto duly authorized
	

 	

STEPHEN R. KARP 1999 TRUST—VI u/d/t dated as of January 4, 1999
	

 	

By:	
 	

/s/  STEPHEN R. KARP      
 Stephen R. Karp, as Trustee and not individually
	

[Signatures continue on next page]
	

 	

 	
 	

 	
 	

 	
 	

 	
 	

 



20







 

	

[Signature Page to Registration Rights Agreement]
	

 	

STEPHEN R. KARP 1999 TRUST—X u/d/t dated as of January 4, 1999
	

 	

By:	
 	

/s/  STEPHEN R. KARP      
 Stephen R. Karp, as Trustee and not individually
	

 	

/s/  STEVEN S. FISCHMAN      
 Steven S. Fischman
	

 	

THE STEVEN S. FISCHMAN 1992 NSM TRUST
	

 	

By:	
 	

/s/  STEPHEN R. KARP      
 Stephen R. Karp, as Trustee and not individually
	

 	

By:	
 	

/s/  ALAN W. ROTTENBERG      
 Alan W. Rottenberg, as Trustee and not individually
	

[Signatures continue on next page]
	

 	

 	
 	

 	
 	

 	
 	

 	
 	

 





21







 

	

[Signature Page to Registration Rights Agreement]
	

 	

/s/  DAWN K. NEHER      
 Dawn K. Neher
	

 	

SQUARE ONE MALL LIMITED PARTNERSHIP, a Delaware limited partnership
	

 	

By:	
 	

NED Square One Limited Partnership, a Delaware limited partnership, its general partner
	

 	

 	
 	

By:	
 	

NED Square One, Inc., a Delaware corporation, its general partner
	

 	

 	
 	

 	
 	

By:	
 	

/s/  STEVEN S. FISCHMAN      
 Steven S. Fischman, Its President

Hereunto duly authorized




22








   SCHEDULE A  


Rights Holders  


Apple
Blossom Mall LLC

c/o New England Development

One Wells Avenue

Newton, MA 02459

Attn: Steven S. Fischman 


Atrium
Associates Joint Venture

c/o New England Development

One Wells Avenue

Newton, MA 02459

Attn: Steven S. Fischman 


Cape
Cod Mall LLC

c/o New England Development

One Wells Avenue

Newton, MA 02459

Attn: Steven S. Fischman 


Greendale
Associates Limited Partnership

c/o New England Development

One Wells Avenue

Newton, MA 02459

Attn: Steven S. Fischman 


Stephen R.
Karp

c/o New England Development

One Wells Avenue

Newton, MA 02459 


Fischman
MNH Partners

c/o Steven S. Fischman

c/o New England Development

One Wells Avenue

Newton, MA 02459 


The
William A. Dedrick Revocable Trust of 1992

c/o William A. Dedrick, Trustee

33 Riverfront Drive

Manchester, NH 03102 


Manchester
SPE Corporation

c/o New England Development

One Wells Avenue

Newton, MA 02459 


Stephen R.
Karp 1999 Trust—VI u/d/t dated as of January 4, 1999

c/o Stephen R. Karp

New England Development

One Wells Avenue

Newton, MA 02459 


Stephen R.
Karp 1999 Trust—X u/d/t dated as of January 4, 1999

c/o Stephen R. Karp

New England Development

One Wells Avenue

Newton, MA 02459 


A-1







 

Steven S.
Fischman

c/o New England Development

One Wells Avenue

Newton, MA 02459 


The
Steven S. Fischman 1992 NSM Trust

c/o Steven S. Fischman

New England Development

One Wells Avenue

Newton, MA 02459 


Dawn K.
Neher

c/o New England Development

One Wells Avenue

Newton, MA 02459 


Square
One Mall Limited Partnership

c/o New England Development

One Wells Avenue

Newton, MA 02459

Attn: Steven S. Fischman 


A-2











QuickLinks



Exhibit 4.3