0001104659-05-055851 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 15th, 2005 • Simon Property Group L P /De/ • Real estate investment trusts • New York

This Registration Rights Agreement (the “Agreement”) is made and entered into this 15th day of November, 2005, among Simon Property Group, L.P., a Delaware limited partnership (the “Operating Partnership”), and Citigroup Global Markets Inc. (“Citigroup”), J.P. Morgan Securities Inc. (“JPMorgan”), UBS Securities LLC (“UBS”), Wachovia Capital Markets, LLC (“Wachovia”) and the other Initial Purchasers named in Schedule 1 to the Purchase Agreement (as hereinafter defined) (collectively, the “Initial Purchasers”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Purchase Agreement.

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