<PAGE>

                                                                     EXHIBIT 4.3

                                                                  EXECUTION COPY



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                          REGISTRATION RIGHTS AGREEMENT


                          DATED AS OF JANUARY 18, 2001

                                      AMONG


                           SIMON PROPERTY GROUP, L.P.


                                       AND


                               MERRILL LYNCH & CO.
               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
                              CHASE SECURITIES INC.
                         BANC OF AMERICA SECURITIES LLC
                            SALOMON SMITH BARNEY INC.
                                 UBS WARBURG LLC



                                   ----------



<PAGE>

                          REGISTRATION RIGHTS AGREEMENT

       This Registration Rights Agreement (the "Agreement") is made and entered
into this 18th day of January, 2001, among Simon Property Group, L.P., a
Delaware limited partnership (the "Operating Partnership"), and Merrill Lynch &
Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"), Chase
Securities Inc. ("Chase"), Banc of America Securities, LLC, Salomon Smith Barney
Inc. and UBS Warburg LLC (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 January
11, 2001, 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 $300,000,000 principal amount of
the Operating Partnership's 7 3/8% senior unsecured notes due 2006 (the "2006
Notes") and an aggregate of $200,000,000 principal amount of its 7 3/4% senior
unsecured notes due 2011 (the "2011 Notes" and, together with the 2006 Notes,
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.

       "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.

       "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 7 3/8% senior unsecured notes due
2006 and the 7 3/4% senior unsecured notes due 2011, respectively issued by the
Operating Partnership under the Indenture containing terms identical to the
Securities in all material respects (except for references to certain interest


                                       1
<PAGE>

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, 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.

       "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.

       "MERRILL LYNCH" shall have the meaning set forth in the preamble.

       "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 Merrill Lynch and 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
declared effective under the 1933 Act and such Securities shall have been
disposed of pursuant to such


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<PAGE>

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.


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<PAGE>

       "TRUSTEE" shall mean the trustee with respect to the Securities under the
Indenture.

       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 90 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 135 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 180 days following the Closing
Date. The Exchange Securities will 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 will
 remain outstanding and continue to accrue interest, but will 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.
]

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<PAGE>

       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 will 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 will
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


                                       5
<PAGE>

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, 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 180 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 180 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


                                       6
<PAGE>

material fact necessary in order to make the statements, in light of the
circumstances under which they were made, not misleading.

       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 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 will 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 will 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 will 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
will provide that if (i) the Exchange Offer Registration Statement is not filed
with the Commission on or prior to the 90th day following the Closing Date, (ii)
the Exchange Offer Registration Statement is not declared effective on or prior
to the 135th 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 180th day following the Closing Date, the Special Interest Premium
shall accrue from and including the next day following each of (a) such 90 day
period in the case of clause (i) above, (b) such 135-day period in the case of
clause (ii) above


                                       7
<PAGE>

and (c) such 180-day period in the case of clause (iii) above, in each case at a
rate equal to 0.5% per annum. The aggregate amount of the Special Interest
Premium payable pursuant to the above provisions will in no event exceed 0.5%
per annum. If the Exchange Offer Registration Statement is not declared
effective on or prior to the 135th day following the Closing Date and the
Operating Partnership shall request holders of Securities to provide the
information called for by the 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 will not be entitled to
any such increase in the interest rate for any day after the 180th day following
the Closing Date. Upon (1) the filing of the Exchange Offer Registration
Statement after the 90-day period described in clause (i) above, (2) the
effectiveness of the Exchange Offer Registration Statement after the 135-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 180-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, will 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 0.5% 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 will contain a legend to the effect that the holder thereof, by
its acceptance thereof, will 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.


                                       8
<PAGE>

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 Sections 2.1 and 2.2 hereof, the
Operating Partnership shall:

       (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
will 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


                                       9
<PAGE>

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 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 Merrill
Lynch and Chase 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 will
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 Merrill
Lynch and Chase on behalf of the Participating Broker-Dealers and its 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


                                       10
<PAGE>

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

(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 will
not be deemed to admit that it is an underwriter within the meaning of the 1933
Act; and

              (ii)   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


                                       11
<PAGE>

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 Sections 3(e)(v)
and 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 will not contain at the time of
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 will 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;


                                       12
<PAGE>

              (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 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 2(c) hereof. Records which the Operating Partnership
determines in good faith, to be confidential and any


                                       13
<PAGE>

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
will 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 will be required to further agree in
writing that it will, upon learning that disclosure of such Records is sought in
a court of 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;


                                       14
<PAGE>

       (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

       (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 will 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(k) hereof, and, if so directed by the Operating Partnership, such
Holder will 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 will 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


                                       15
<PAGE>

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 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 (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


                                       16
<PAGE>

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 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


                                       17
<PAGE>

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.

       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 7 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 will 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 will 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 will 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 will deliver to such Holder a written
statement as to whether it has complied with such requirements.


                                       18
<PAGE>

       5.2 NO INCONSISTENT AGREEMENTS. The Operating Partnership has not entered
into and the Operating Partnership will 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
will 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 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


                                       19
<PAGE>

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
Sections 2.1 through 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 Sections 2.1 through 2.4 hereof.

       5.8 RESTRICTION ON RESALES. Until the expiration of two years after the
original issuance of the Securities, the Operating Partnership will not, and
will 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.

       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.


                                       20
<PAGE>

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



                                          SIMON PROPERTY GROUP, L.P.
                                                   as Issuer

                                          By:      SIMON PROPERTY GROUP, INC.
                                                   as Managing General Partner


                                          By:  /s/ David Simon
                                               ---------------------------------
                                                Name:  David Simon
                                                Title:  Chief Executive Officer


CONFIRMED AND ACCEPTED
AS OF THE DATE FIRST ABOVE
WRITTEN:

MERRILL LYNCH PIERCE, FENNER & SMITH
                     INCORPORATED
CHASE SECURITIES INC.
Banc of America Securities LLC
Solomon Smith Barney Inc.
UBS Warburg LLC


By:  Merrill Lynch, Pierce, Fenner & Smith
                   Incorporated

      By: /s/ Alexander S. Rubin
         -----------------------------------
          Name:  Alexander S. Rubin
          Title:  Director and Authorized Signatory

For themselves and as a Representative of the other Initial Purchasers named
above

<PAGE>

                                                                       EXHIBIT A



                           FORM OF OPINION OF COUNSEL

Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
               Incorporated
Chase Securities Inc.
Banc of America Securities LLC
Salomon Smith Barney Inc.
UBS Warburg LLC

c/o Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
               Incorporated
Investment Banking Division
Merrill Lynch World Headquarters
4 World Financial Center
New York, New York 10080

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
$300,000,000 aggregate principal amount of 7 3/8% senior unsecured notes due
2006 and $200,000,000 aggregate principal amount of 7 3/4% senior unsecured
notes due 2011 (collectively, the "Securities") of the Operating Partnership
pursuant to the Purchase Agreement dated January 11, 2001 (the "Purchase
Agreement") among the Operating Partnership and Merrill Lynch & Co., Inc.,
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Chase Securities Inc., Banc
of America Securities LLC, Salomon Smith Barney Inc., UBS Warburg LLC,
(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
January 18, 2001, between the Operating Partnership and the Initial Purchasers.
This opinion is furnished to you pursuant to Section 3(f)(ii) 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:


                                      A-1
<PAGE>

              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 Arthur Andersen 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


                                      A-2