PURCHASE AGREEMENT

Note Purchase Agreement

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SIMON PROPERTY GROUP L P | CLIFFORD CHANCE US LLP | MERRILL LYNCH & CO | MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED | UBS SECURITIES LLC

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Title: PURCHASE AGREEMENT
Governing Law: New York Date: 4/9/2004
Law Firm: Baker & Daniels

PURCHASE AGREEMENT, Parties: simon property group l p , clifford chance us llp , merrill lynch & co , merrill lynch pierce fenner & smith incorporated , ubs securities llc

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EXHIBIT 1.1

EXECUTION VERSION

CLIFFORD CHANCE US LLP

[CLIFFORD CHANCE LOGO]

----------

PURCHASE AGREEMENT

DATED AS OF JANUARY 13, 2004

AMONG

SIMON PROPERTY GROUP, L.P.

AND

MERRILL LYNCH & CO.

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

AND

UBS SECURITIES LLC

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TABLE OF CONTENTS

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

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

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

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

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

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

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

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

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

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

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

(9) Good Standing of the Operating Partnership................................5

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

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

(12) Insolvency................................................................6

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

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

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

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

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

(18) Descriptions of the Notes and the Indenture...............................8

(19) Absence of Defaults and Conflicts.........................................8

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

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

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

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

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

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

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

(27) Possession of Licenses and Permits.......................................10

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

(29) Environmental Laws.......................................................11

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

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

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

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

(34) Rule 144A Eligibility....................................................12

(35) No General Solicitation..................................................12

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

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

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

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

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

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

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

SECTION 2. Sale and Delivery to the Initial Purchasers; Closing............................13

(a) Notes...........................................................................13

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

(d) Denominations; Registration.....................................................14

SECTION 3. Covenants of the Operating Partnership..........................................14

(a) Offering Memorandum.............................................................14

(b) Notice and Effect of Material Events............................................14

(d) Blue Sky Qualifications.........................................................15

(e) Stop Order by State Securities Commission.......................................15

(f) Earnings Statement..............................................................15

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

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

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

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

(k) Supplemental Indentures.........................................................16

(l) Ratings.........................................................................16

(m) DTC.............................................................................16

(n) Registration Rights Agreement...................................................16

SECTION 4. Payment of Expenses.............................................................16

(a) Expenses........................................................................16

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

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

(a) Execution of Registration Rights Agreement......................................17

(b) Opinions of Counsel for Operating Partnership...................................17

(d) Officers' Certificate...........................................................17

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

(f) Bring-down Comfort Letter.......................................................18

(g) Maintenance of Rating...........................................................18

(h) Additional Documents............................................................18

(i) Termination of this Agreement...................................................18

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

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

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

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

SECTION 7. Indemnification.................................................................21

(a) Indemnification of Initial Purchasers...........................................21

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

and Officers....................................................................21

(d) Settlement Without Consent If Failure to Reimburse..............................22

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

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

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

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

(b) Liabilities.....................................................................24

SECTION 11. Default by One of the Initial Purchasers........................................24

SECTION 12. Notices.........................................................................25

SECTION 13. Parties.........................................................................25

SECTION 14. GOVERNING LAW AND TIME..........................................................25

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

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SIMON PROPERTY GROUP, L.P.

(a Delaware limited partnership)

$300,000,000 3.75% Notes due 2009

$200,000,000 4.90% Notes due 2014

PURCHASE AGREEMENT

January 13, 2004

Merrill Lynch & Co.

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

UBS Securities LLC

Citigroup Global Markets Inc.

Credit Suisse First Boston LLC

J.P. Morgan Securities Inc.

Morgan Stanley & Co. Incorporated

as Initial Purchasers

c/o Merrill Lynch, Pierce Fenner & Smith

Incorporated

4 World Financial Center

New York, New York 10080

Ladies and Gentlemen:

Simon Property Group, L.P., a Delaware limited partnership (the

"Operating Partnership"), confirms its agreement with each of the Initial

Purchasers named in SCHEDULE 1 hereto (collectively, the "Initial Purchasers,"

which term shall also include any initial purchaser substituted as hereinafter

provided in Section 11 hereof), with respect to the issue and sale by the

Operating Partnership and the purchase by the Initial Purchasers, acting

severally and not jointly, of the respective principal amounts set forth in said

SCHEDULE 1 of $300,000,000 aggregate principal amount of its 3.75% senior

unsecured notes due 2009 (the "2009 Notes") and $200,000,000 aggregate principal

amount of its $4.90% senior unsecured notes due 2014 (the "2014 Notes" and,

together with the 2009 Notes, the "Notes").

The Notes shall be issued under an indenture, dated as of November 26,

1996 (the "Original Indenture"), between the Operating Partnership and JPMorgan

Chase Bank (formerly known as The Chase Manhattan Bank), as trustee (the

"Trustee"). The title, aggregate principal amount, rank, interest rate or

formula and timing of payments thereof, stated maturity date, redemption and/or

repayment provisions, sinking fund requirements and any other variable terms of

the Notes shall be established by or pursuant to a thirteenth supplemental

indenture to the Original Indenture (as so supplemented, and as the same may be

amended or further supplemented from time to time, the "Indenture") to be

entered into between the Operating Partnership and the Trustee on or prior to

the Closing Time (as defined in Section 2(b)). Notes issued in book-entry form

shall be issued to Cede & Co. as nominee of The Depository Trust

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Company ("DTC") pursuant to a letter agreement, to be dated as of the Closing

Time (the "DTC Agreement"), among the Operating Partnership, the Trustee and

DTC.

The Operating Partnership understands that the Initial Purchasers propose

to make an offering of the Notes on the terms and in the manner set forth herein

and agrees that the Initial Purchasers may resell, subject to the conditions set

forth herein, all or a portion of the Notes to purchasers ("Subsequent

Purchasers") at any time after the date of this Agreement. The Notes are to be

offered and sold through the Initial Purchasers without being registered under

the Securities Act of 1933, as amended (the "1933 Act"), in reliance upon

exemptions therefrom. Pursuant to the terms of the Notes and the Indenture,

investors that acquire Notes may only resell or otherwise transfer such Notes if

such Notes are hereafter registered under the 1933 Act or if an exemption from

the registration requirements of the 1933 Act is available (including the

exemption afforded by Rule 144A ("Rule 144A") or Regulation S ("Regulation S")

of the rules and regulations promulgated under the 1933 Act by the Securities

and Exchange Commission (the "Commission")).

The Operating Partnership has prepared and delivered to each Initial

Purchaser copies of an Offering Memorandum dated January 13, 2004 (the "Offering

Memorandum") for use by such Initial Purchaser in connection with its

solicitation of purchases of, or offering of, the Notes. "Offering Memorandum"

means, with respect to any date or time referred to in this Agreement, the most

recent offering memorandum, as may be amended or supplemented, including

exhibits thereto and any documents incorporated therein by reference, which has

been prepared and delivered by the Operating Partnership to the Initial

Purchasers in connection with their solicitation of purchases of, or offering

of, the Notes. Capitalized terms used but not otherwise defined shall have the

meanings given to those terms in the Offering Memorandum.

The Initial Purchasers and their direct and indirect transferees shall be

entitled to the benefits of a Registration Rights Agreement, to be dated as of

the Closing Time and to be substantially in the form attached hereto as EXHIBIT

A (the "Registration Rights Agreement").

All references in this Agreement to financial statements and schedules

and other information which is "contained," "included" or "stated" in the

Offering Memorandum (or other references of like import) shall be deemed to mean

and include all such financial statements and schedules and other information

which are incorporated by reference in the Offering Memorandum, and all

references in this Agreement to amendments or supplements to the Offering

Memorandum shall be deemed to mean and include the filing of any document under

the Securities Exchange Act of 1934, as amended (the "1934 Act"), which is

incorporated by reference in the Offering Memorandum.

The term "subsidiary" means a corporation, partnership or other entity, a

majority of the outstanding voting stock, partnership interests or other equity

interests, as the case may be, of which is owned or controlled, directly or

indirectly, by the Operating Partnership and/or Simon Property Group, Inc., a

Delaware corporation and the general partner of the Operating Partnership (the

"Company") or by one or more other subsidiaries of the Operating Partnership

and/or the Company.

SECTION 1. REPRESENTATIONS AND WARRANTIES.

(a) REPRESENTATIONS AND WARRANTIES BY THE OPERATING PARTNERSHIP. The

Operating Partnership represents and warrants to each Initial Purchaser, as of

the date hereof and as of the Closing Time (as defined below) (in each case, a

"Representation Date"), and agrees with each Initial Purchaser, as follows:

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(1) SIMILAR OFFERINGS. None of the Company, the Operating

Partnership, nor any of their affiliates, as such term is defined in Rule

501(b) under the 1933 Act (each, an "Affiliate"), has, directly or

indirectly, solicited any offer to buy, sold or offered to sell or

otherwise negotiated in respect of, or shall solicit any offer to buy or

offer to sell or otherwise negotiate in respect of, in the United States

or to any United States citizen or resident, any security which is or

would be integrated with the sale of the Notes in a manner that would

require the Notes to be registered under the 1933 Act.

(2) OFFERING MEMORANDUM. The Offering Memorandum does not, and

at the Closing Time shall not, include an untrue statement of a material

fact or omit to state a material fact necessary in order to make the

statements therein, in the light of the circumstances under which they

were made, not misleading; PROVIDED, that this representation, warranty

and agreement shall not apply to statements in or omissions from the

Offering Memorandum made in reliance upon and in conformity with

information furnished to the Operating Partnership in writing by any

Initial Purchaser expressly for use in the Offering Memorandum.

(3) INCORPORATED DOCUMENTS. The Offering Memorandum shall

incorporate by reference the most recent Annual Report of the Company and

the Operating Partnership on Form 10-K filed with the Commission and each

Quarterly Report of the Company and the Operating Partnership on Form

10-Q and each Current Report of the Company and the Operating Partnership

on Form 8-K filed with the Commission since the filing of the end of the

fiscal year to which such Annual Report relates. The documents

incorporated or deemed to be incorporated by reference in the Offering

Memorandum at the time they were or hereafter are filed with the

Commission, complied and shall comply in all material respects with the

requirements of the 1934 Act and the rules and regulations of the

Commission thereunder (the "1934 Act Regulations") and, when read

together with the other information in the Offering Memorandum, at the

time the Offering Memorandum was issued and at the Closing Time, did not

and shall not include an untrue statement of a material fact or omit to

state a material fact required to be stated therein or necessary to make

the statements therein, in the light of the circumstances under which

they were made, not misleading.

(4) INDEPENDENT ACCOUNTANTS. The accountants who certified the

financial statements and supporting schedules included, or incorporated

by reference, in the Offering Memorandum were independent public

accountants with respect to the Operating Partnership and its

subsidiaries and the current accountants of the Operating Partnership are

independent public accountants with respect to the Operating Partnership

and its subsidiaries, in each case, as required by the rules and

regulations of the Commission under the 1933 Act.

(5) FINANCIAL STATEMENTS. The financial statements included, or

incorporated by reference, in the Offering Memorandum, together with the

related schedules and notes, as well as those financial statements,

schedules and notes of any other entity included therein, present fairly

the financial position of the respective entity or entities or group

presented therein at the respective dates indicated and the statement of

operations, stockholders' equity and cash flows of such entity, as the

case may be, for the periods specified. Such financial statements have

been prepared in conformity with generally accepted accounting principles

("GAAP") applied on a consistent basis throughout the periods involved.

The supporting schedules, if any, included, or incorporated by reference,

in the Offering Memorandum present fairly, in accordance with GAAP, the

information stated therein. The selected financial data, the summary

financial information and other financial information and data included,

or incorporated by reference, in the Offering Memorandum present fairly

the information shown therein and have been compiled on a basis

consistent with that of the audited financial statements included, or

incorporated by

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reference, in the Offering Memorandum. In addition, any pro forma

financial information and the related notes thereto, if any, included, or

incorporated by reference, in the Offering Memorandum present fairly the

information shown therein, have been prepared in accordance with the

Commission's rules and guidelines and the guidelines of the American

Institute of Certified Public Accountants ("AICPA") with respect to pro

forma information and have been properly compiled on the bases described

therein, and the assumptions used in the preparation thereof are

reasonable and the adjustments used therein are appropriate to give

effect to the transactions and circumstances referred to therein.

(6) INTERNAL ACCOUNTING CONTROLS. The Operating Partnership

maintains a system of internal accounting controls sufficient to provide

reasonable assurance that: (a) transactions are properly authorized; (b)

assets are safeguarded against unauthorized or improper use; and (c)

transactions are properly recorded and reported as necessary to permit

preparation of its financial statements in conformity with United States

GAAP.

(7) NO MATERIAL ADVERSE CHANGE IN BUSINESS. Since the

respective dates as of which information is given in the Offering

Memorandum, except as otherwise stated therein, (a) there has been no

material adverse change in the condition, financial or otherwise, or in

the earnings, assets, business affairs or business prospects of the

Company, the Operating Partnership, M.S. Management Associates, Inc., a

Delaware corporation ("SPG Management Company"), M.S. Management

Associates (Indiana), Inc., an Indiana corporation ("Management

(Indiana)"), Simon MOA Management Company, Inc., an Indiana corporation

("MOA"), DeBartolo Properties Management, Inc., an Ohio corporation ("DRC

Management Company," and together with SPG Management Company, Management

(Indiana) and MOA, the "Management Companies"), and Simon Property Group

(Delaware), Inc., Jefferson Simon Property, Inc., SDG Forum Developers,

Inc., DeBartolo Properties, Inc., DeBartolo Properties II, Inc., and

DeBartolo Properties III, Inc. and any other subsidiary of the Company

(collectively, the "REIT Subs") or any subsidiary of the Operating

Partnership (other than any Property Partnership (as defined below)) not

listed among the foregoing entities, (the Company, the Operating

Partnership, the Management Companies, the REIT Subs and such

subsidiaries being sometimes hereinafter collectively referred to as the

"Simon Entities" and individually as a "Simon Entity"), or of any entity

which owns any Portfolio Property (as such term is defined in the

Offering Memorandum) or any direct interest in any Portfolio Property

(the "Property Partnerships") whether or not arising in the ordinary

course of business, which, taken as a whole, would be material to the

Company, the Operating Partnership and the other Simon Entities taken as

a whole (anything which, taken as a whole, would be material to the

Company, the Operating Partnership and the other Simon Entities taken as

a whole, being hereinafter referred to as "Material;" and such a material

adverse change, a "Material Adverse Effect"), (b) no casualty loss or

condemnation or other adverse event with respect to the Portfolio

Properties has occurred which would be Material, (c) there have been no

transactions or acquisitions entered into by the Simon Entities or the

Property Partnerships, other than those in the ordinary course of

business, which would be Material, (d) except for distributions in

amounts per unit that are consistent with past practices, there has been

no distribution of any kind declared, paid or made by the Operating

Partnership on any of its respective general, limited and/or preferred

partnership interests, and (e) there has been no change in the capital

stock of the corporate Simon Entities or in the partnership interests of

the Operating Partnership or any Property Partnership, or any increase in

the indebtedness of the Simon Entities, the Property Partnerships or the

Portfolio Properties which would be Material.

(8) GOOD STANDING OF THE COMPANY. The Company has been duly

organized and is validly existing as a corporation in good standing under

the laws of the State of Delaware and has corporate power and authority

to own, lease and operate its properties and to conduct its business

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as described in the Offering Memorandum. The Company is duly qualified as

a foreign corporation to transact business and is in good standing in

each other jurisdiction in which such qualification is required, whether

by reason of the ownership or leasing of property or the conduct of

business, except where the failure to so qualify or be in good standing

would not result in a Material Adverse Effect.

(9) GOOD STANDING OF THE OPERATING PARTNERSHIP. The Operating

Partnership is duly organized and validly existing as a limited

partnership in good standing under the laws of the State of Delaware,

with the requisite power and authority to own, lease and operate its

properties, to conduct the business in which it is engaged and proposes

to engage as described in the Offering Memorandum and to enter into and

perform its obligations under this Agreement. The Operating Partnership

is duly qualified or registered as a foreign partnership and is in good

standing in each jurisdiction in which such qualification or registration

is required, whether by reason of the ownership or leasing of property or

the conduct of business, except where the failure to so qualify or

sole general partner of the Operating Partnership. The amended and

restated agreement of limited partnership of the Operating Partnership

(the "OP Partnership Agreement") is in full force and effect in the form

in which it was filed as an exhibit to the Operating Partnership's Annual

Report on Form 10-K for the year ended December 31, 2002, except for

subsequent amendments relating to the admission of new partners to the

Operating Partnership.

(10) GOOD STANDING OF SIMON ENTITIES. Each of the Simon Entities

other than the Operating Partnership has been duly organized and is

validly existing as a corporation, limited partnership, limited liability

company or other entity, as the case may be, in good standing under the

laws of the state of its jurisdiction of incorporation or organization,

as the case may be, with the requisite power and authority to own, lease

and operate its properties, and to conduct the business in which it is

engaged or proposes to engage as described in the Offering Memorandum.

Each such entity is duly qualified or registered as a foreign

corporation, limited partnership or limited liability company or other

entity, as the case may be, to transact business and is in good standing

in each jurisdiction in which such qualification or registration is

required, whether by reason of the ownership or leasing of property or

the conduct of business, except where the failure to so qualify or

stated in the Offering Memorandum, all of the issued and outstanding

capital stock or other equity interests of each such entity have been

duly authorized and validly issued and are fully paid and non-assessable,

have been offered and sold in compliance with all applicable laws

(including without limitation, federal or state securities laws) and are

owned by the Company, the Management Companies or the Operating

Partnership, in each case free and clear of any security interest,

mortgage, pledge, lien, encumbrance, claim or equity (collectively,

"Liens"). No shares of capital stock or other equity interests of such

entities are reserved for any purpose, and there are no outstanding

securities convertible into or exchangeable for any capital stock or

other equity interests of such entities and no outstanding options,

rights (preemptive or otherwise) or warrants to purchase or to subscribe

for shares of such capital stock or any other securities of such

entities, except as disclosed in the Offering Memorandum. No such shares

of capital stock or other equity interests of such entities were issued

in violation of preemptive or other similar rights arising by operation

of law, under the charter or by-laws of such entity or under any

agreement to which any Simon Entity is a party.

(11) GOOD STANDING OF PROPERTY PARTNERSHIPS. Each of the

Property Partnerships is duly organized and validly existing as a limited

or general partnership, as the case may be, in good standing under the

laws of its respective jurisdiction of formation. Each of the Property

Partnerships has the requisite power and authority to own, lease and

operate its properties, and to

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conduct the business in which it is engaged. Each of the partnership

agreements of the Property Partnerships is in full force and effect. Each

of the Property Partnerships is duly qualified or registered as a foreign

partnership to transact business and is in good standing in each

jurisdiction in which such qualification or registration is required,

whether by reason of the ownership or leasing of property or the conduct

of business, except where the failure to so qualify or register would not

have a Material Adverse Effect.

(12) INSOLVENCY. Neither the Operating Partnership nor the

Company (a) is "insolvent" as that term is defined in Section 101(32) of

the United States Bankruptcy Code (the "Bankruptcy Code") (11

U.S.C.101(32)), Section 2 of the Uniform Fraudulent Transfer Act ("UFTA")

or Section 2 of the Uniform Fraudulent Conveyance Act ("UFCA"), (b) has

"unreasonably small capital" as that term is used in Section

548(a)(2)(ii) of the Bankruptcy Code or Section 5 of the UFCA, (C) is

engaged or about to engage in a business or transaction for which its

remaining property is "unreasonably small" in relation to the business or

transaction as that term is used in Section 4 of the UFTA or (d) is

unable to pay its debts as they mature or become due, within the meaning

of Section 548(a)(2)(B)(iii) of the Bankruptcy Code, Section 4 of the

UFTA and Section 6 of the UFCA. The Operating Partnership and the Company

now own assets having a value both at "fair valuation" and at "present

fair saleable value" greater than the amount required to pay its "debts"

as such terms are used in Section 2 of the UFTA and Section 2 of the

UFCA. Neither the Operating Partnership nor the Company will be rendered

insolvent by the execution and delivery of this Agreement or by the

transactions contemplated hereunder.

(13) CAPITALIZATION. The issued and outstanding units of

general, limited and/or preferred partner interests of the Operating

Partnership are as set forth in the Company's Current Report on Form 8-K

filed on October 31, 2003 (except for subsequent issuances thereof, if

any, contemplated under this Agreement or referred to in the Offering

Memorandum). Such units of partners' equity have been duly authorized and

validly issued by the Operating Partnership and are fully paid and

non-assessable and have been offered and sold or exchanged in compliance

with all applicable laws (including, without limitation, federal and

state securities laws), and none of such units of partners' equity were

issued in violation of preemptive or other similar rights arising by

operation of law, under the certificate of limited partnership and the OP

Partnership Agreement of the Operating Partnership or under any agreement

to which the Operating Partnership or any of the other Simon Entities is

a party or otherwise. There are no units of partners' equity of the

Operating Partnership reserved for any purpose and there are no

outstanding securities convertible into or exchangeable for any units of

partners' equity of the Operating Partnership and, other than this

Agreement, there are no outstanding options, rights (preemptive or

otherwise) or warrants to purchase from the Operating Partnership or to

subscribe for with the Operating Partnership such units of partners'

equity or any other securities of the Operating Partnership.

(14) AUTHORIZATION OF PURCHASE AGREEMENT. This Agreement has

been duly authorized, executed and delivered by the Operating Partnership

and, assuming due authorization, execution and delivery by or on behalf

of the Initial Purchasers, shall constitute a valid and legally binding

agreement of the Operating Partnership, enforceable against the Operating

Partnership in accordance with its terms except (a) to the extent that

enforceability thereof may be limited by (i) bankruptcy, insolvency,

reorganization, moratorium, fraudulent conveyance or other similar laws

now or hereafter in effect relating to creditors' rights generally and

(ii) general principles of equity (regardless of whether considered at

law or in equity); and (b) to the extent that rights to indemnification

and contribution contained in this Agreement may be limited by state or

federal securities laws or public policy.

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(15) AUTHORIZATION OF THE REGISTRATION RIGHTS AGREEMENT. The

Registration Rights Agreement has been duly authorized, executed and

delivered by the Operating Partnership and, assuming the due

authorization, execution and delivery thereof by or on behalf of the

Initial Purchasers, shall constitute a valid and legally binding

agreement of the Operating Partnership, enforceable against the Operating

Partnership in accordance with its terms except (a) to the extent that

enforceability thereof may be limited by (i) bankruptcy, insolvency,

reorganization, moratorium, fraudulent conveyance or other similar laws

now or hereafter in effect relating to creditors' rights generally and

(ii) general principles of equity (regardless of whether considered at

law or in equity); (b) that rights to indemnity and contribution

contained in the Registration Rights Agreement may be limited by state or

federal securities laws or pubic policy and (c) that rights to receive

the Special Interest Premium (as such term is defined therein) contained

therein, to the extent it may be construed as liquidated damages, may be

unenforceable, in whole or in part.

(16) AUTHORIZATION OF THE INDENTURE. For the Notes being sold

pursuant to this Agreement, the Indenture has been, or prior to the

issuance of the Notes thereunder shall have been, duly authorized,

executed and delivered by the Operating Partnership and, upon such

authorization, execution and delivery, shall constitute a valid and

legally binding agreement of the Operating Partnership, enforceable

against the Operating Partnership, in accordance with its terms, except

as the enforcement thereof may be limited by (a) bankruptcy, insolvency,

reorganization, moratorium or other similar laws relating to or affecting

creditors' rights generally, (b) general equitable principles (regardless

of whether enforcement is considered in a proceeding in equity or at

law), (c) requirements that a claim with respect to any Notes issued

under the Indenture that are payable in a foreign or composite currency

(or a foreign or composite currency judgment in respect of such claim) be

converted into U.S. dollars at a rate of exchange prevailing on a date

determined pursuant to applicable law, or (d) governmental authority to

limit, delay or prohibit the making of payments outside the United

States. The Indenture has been duly qualified under the Trust Indenture

Act of 1939, as amended, (the "1939 Act") and conforms, in all material

respects, to the descriptions thereof contained in the Offering

Memorandum.

(17) AUTHORIZATION OF NOTES. The Notes being sold pursuant to

this Agreement have been, duly authorized by the Operating Partnership

for issuance and sale pursuant to this Agreement. Such Notes, when issued

and authenticated in the manner provided for in the applicable Indenture

and delivered by the Operating Partnership pursuant to this Agreement

against payment of the consideration therefor specified in this

Agreement, shall constitute valid and legally binding, unsecured

obligations of the Operating Partnership, enforceable against the

Operating Partnership, in accordance with their terms, except as the

enforcement thereof may be limited by bankruptcy, insolvency,

reorganization, moratorium or other similar laws relating to or affecting

creditors' rights generally or by general equitable principles, and

except further as enforcement thereof may be limited by (a) requirements

that a claim with respect to any Notes denominated other than in U.S.

dollars (or a foreign or composite currency judgment in respect of such

claim) be converted into U.S. dollars at a rate of exchange prevailing on

a date determined pursuant to applicable law or (b) governmental

authority to limit, delay or prohibit the making of payments outside the

United States. Such Notes shall be in the form contemplated by, and each

registered holder thereof shall be entitled to the benefits of, the

applicable Indenture. Such Notes rank and shall rank equally with all

unsecured indebtedness (other than subordinated indebtedness) of the

Operating Partnership that is outstanding on a Representation Date or

that may be incurred thereafter and senior to all subordinated

indebtedness that is outstanding on a Representation Date or that may be

incurred thereafter, except that such Notes shall be effectively

subordinate to the prior claims of each secured mortgage lender to any

specific Portfolio Property

<Page>

which secures such lender's mortgage and any claims of creditors of

entities wholly or partly owned, directly or indirectly, by the Operating

Partnership.

(18) DESCRIPTIONS OF THE NOTES AND THE INDENTURE. The Notes

being sold pursuant to this Agreement and the Indenture shall conform in

all material respects to the statements relating thereto contained in the

Offering Memorandum and shall be in substantially the respective forms

previously delivered to the Initial Purchasers.

(19) ABSENCE OF DEFAULTS AND CONFLICTS. None of the Simon

Entities or any Property Partnership is in violation of its charter,

by-laws, certificate of limited partnership or partnership agreement or

other organizational document, as the case may be, or in default in the

performance or observance of any obligation, agreement, covenant or

condition contained in any contract, indenture, mortgage, deed of trust,

loan or credit agreement, note, lease or other agreement or instrument to

which each entity is a party or by which or any of them may be bound, or

to which any of its property or assets or any Portfolio Property may be

bound or subject (collectively, "Agreements and Instruments"), except for

such violations (other than with respect to the charter, by-laws,

partnership agreement, or other organizational document of such entities)

or defaults that would not result in a Material Adverse Effect. The

execution, delivery and performance of this Agreement, the Notes, the

Indenture, the Registration Rights Agreement and any other agreement or

instrument entered into or issued or to be entered into or issued by the

Operating Partnership in connection with the transactions contemplated

hereby or thereby or in the Offering Memorandum and the consummation of

the transactions contemplated herein and in the Offering Memorandum

(including the issuance and sale of the Notes and the use of the proceeds

from the sale of the Notes as described under the caption "Use of

Proceeds") and compliance by the Operating Partnership with its

obligations hereunder and thereunder have been duly authorized by all

necessary partnership action, and do not and shall not, whether with or

without the giving of notice or passage of time or both, conflict with or

constitute a breach of, or default or Repayment Event (as defined below)

under, or result in the creation or imposition of any lien, charge or

encumbrance upon any assets, properties or operations of the Operating

Partnership or any other Simon Entity or any Property Partnership

pursuant to, any Agreements and Instruments, except for such conflicts,

breaches, defaults, Repayment Events or liens, charges or encumbrances

that, singly or in the aggregate, would not result in a Material Adverse

Effect, nor shall such action result in any violation of the provisions

of the partnership agreement and certificate of limited partnership of

the Operating Partnership or the organizational documents of any other

Simon Entity or any applicable law, statute, rule, regulation, judgment,

order, writ or decree of any government, government instrumentality or

court, domestic or foreign, having jurisdiction over the Operating

Partnership, any other Simon Entity or any Property Partnership or any of

their assets, properties or operations, except for such violations that

would not have a Material Adverse Effect. As used herein, a "Repayment

Event" means any event or condition which gives the holder of any note,

debenture or other evidence of indebtedness (or any person acting on such

holder's behalf) the right to require the repurchase, redemption or

repayment of all or a material portion of such indebtedness by the

Operating Partnership, any other Simon Entity or any Property

Partnership.

(20) ABSENCE OF LABOR DISPUTE. Except as otherwise described in

the Offering Memorandum, no labor dispute with the employees of the

Operating Partnership or any other Simon Entity or any Property

Partnership exists or, to the knowledge of the Operating Partnership, is

imminent, and the Operating Partnership is not aware of any existing or

imminent labor disturbance by the employees of any of its or any

subsidiary's principal suppliers, manufacturers, customers or

contractors, which dispute or disturbance, in either case, may reasonably

be expected to result in a Material Adverse Effect.

<Page>

(21) ERISA COMPLIANCE. The Operating Partnership is in

compliance in all material respects with, as applicable, all presently

applicable provisions of the Employee Retirement Income Security Act of

1974, as amended, including the regulations and published interpretations

thereunder ("ERISA"); no "reportable event" (as defined in ERISA) has

occurred with respect to any "pension plan" (as defined in ERISA) for

which the Operating Partnership would have any liability; the Operating

Partnership has not incurred or does not expect to incur liability under

(a) Title IV of ERISA with respect to termination of, or withdrawal from,

any "pension plan" or (b) Section 412 or 4971 of the Internal Revenue

Code of 1986, as amended, including the regulations and published

interpretations thereunder (the "Code"); and each "pension plan" that is

maintained or contributed to by the Operating Partnership that is

intended to be qualified under Section 401(a) of the Code is so qualified

and nothing has occurred, whether by action or by failure to act, that

would cause the loss of such qualification.

(22) ABSENCE OF PROCEEDINGS. There is no action, suit,

proceeding, inquiry or investigation before or by any court or

governmental agency or body, domestic or foreign, now pending, or to the

knowledge of the Operating Partnership threatened against or affecting

the Operating Partnership, any other Simon Entity, or any Property

Partnership or any officer or director of the Operating Partnership which

might reasonably be expected to result in a Material Adverse Effect, or

which might reasonably be expected to materially and adversely affect the

assets, properties or operations thereof or the consummation of this

Agreement, the Indenture or the Registration Rights Agreement or the

transactions contemplated herein or therein. The aggregate of all pending

legal or governmental proceedings to which the Operating Partnership or

any other Simon Entity, or any Property Partnership is a party or of

which any of their respective assets, properties or operations is the

subject which are not described in the Offering Memorandum including

ordinary routine litigation incidental to the business, could not

reasonably be expected to result in a Material Adverse Effect.

(23) REIT QUALIFICATION. At all times since January 1, 1973, the

Company (including as Corporate Property Investors, a Massachusetts

business trust) has been, and upon the sale of the applicable Notes, the

Company shall continue to be, organized and operated in conformity with

the requirements for qualification as a real estate investment trust

under the Code, and its proposed methods of operation shall enable it to

continue to meet the requirements for taxation as a real estate

investment trust under the Code.

(24) INVESTMENT COMPANY ACT. Each of the Operating Partnership,

the other Simon Entities and the Property Partnerships is not, and upon

the issuance and sale of the Notes as herein contemplated and the

application of the net proceeds therefrom as described in the Offering

Memorandum shall not be, an "investment company" within the meaning of

the Investment Company Act of 1940, as amended (the "1940 Act").

(25) INTELLECTUAL PROPERTY. To the knowledge of the Operating

Partnership, none of the Simon Entities or the Property Partnerships is

required to own, possess or obtain the consent of any holder of any

trademarks, service marks, trade names or copyrights not now lawfully

owned, possessed or licensed in order to conduct the business now

operated by such entity.

(26) ABSENCE OF FURTHER REQUIREMENTS. No filing with, or

authorization, approval, consent, license, order, registration,

qualification or decree of, any court or governmental authority or agency

or any other entity or person is necessary or required for the

performance by the Operating Partnership of its obligations under this

Agreement, the Indenture or the Registration Rights Agreement or in

connection with the transactions contemplated under this Agreement, the

Indenture or the Registration Rights Agreement, except such as have been

already

<Page>

obtained under the 1933 Act or the 1933 Act Regulations or as may be

required under state securities laws or under the by-laws and rules of

the National Association of Securities Dealers, Inc. (the "NASD").

(27) POSSESSION OF LICENSES AND PERMITS. The Operating

Partnership and the other Simon Entities and each Property Partnership

possess such permits, licenses, approvals, consents and other

authorizations (collectively, "Governmental Licenses") issued by the

appropriate federal, state, local or foreign regulatory agencies or

bodies necessary to conduct the business now operated by them except for

such Governmental Licenses the failure to obtain would not, singly or in

the aggregate, result in a Material Adverse Effect. The Operating

Partnership and the other Simon Entities and each Property Partnership

are in compliance with the terms and conditions of all such Governmental

Licenses, except where the failure so to comply would not, singly or in

the aggregate, result in a Material Adverse Effect. All of the

Governmental Licenses are valid and in full force and effect, except

where the invalidity of such Governmental Licenses or the failure of such

Governmental Licenses to be in full force and effect would not result in

a Material Adverse Effect. None of the Operating Partnership, any of the

other Simon Entities or any Property Partnership has received any notice

of proceedings relating to the revocation or modification of any such

Governmental Licenses which, singly or in the aggregate, if the subject

of an unfavorable decision, ruling or finding, would result in a Material

Adverse Effect.

(28) TITLE TO PROPERTY. The Operating Partnership, the other

Simon Entities and the Property Partnerships have good and marketable

title to the Portfolio Properties free and clear of Liens, except (a) as

otherwise stated in the Offering Memorandum, or referred to in any title

policy for such Portfolio Property, or (b) those which do not, singly or

in the aggregate, Materially (i) affect the value of such property or

(ii) interfere with the use made and proposed to be made of such property

by the Operating Partnership, any other Simon Entity or any Property

Partnership. All leases and subleases under which the Operating

Partnership, any other Simon Entity or any Property Partnerships hold

properties are in full force and effect, except for such which would not

have a Material Adverse Effect. None of the Operating Partnership, the

other Simon Entities or the Property Partnerships has received any notice

of any Material claim of any sort that has been asserted by anyone

adverse to the rights of the Operating Partnership, any other Simon

Entity or the Property Partnerships under any material leases or

subleases, or affecting or questioning the rights of the Operating

Partnership, such other Simon Entity or the Property Partnerships of the

continued possession of the leased or subleased premises under any such

lease or sublease, other than claims that would not have a Material

Adverse Effect. All liens, charges, encumbrances, claims or restrictions

on or affecting any of the Portfolio Properties and the assets of any

Simon Entity or any Property Partnership which are required to be

disclosed in the Offering Memorandum are disclosed therein. None of the

Simon Entities, the Property Partnerships or any tenant of any of the

Portfolio Properties is in default under any of the ground leases (as

lessee) or space leases (as lessor or lessee, as the case may be)

relating to, or any of the mortgages or other security documents or other

agreements encumbering or otherwise recorded against, the Portfolio

Properties, and the Operating Partnership knows of no event which, but

for the passage of time or the giving of notice, or both, would

constitute a default under any of such documents or agreements, in each

case, other than such defaults that would not have a Material Adverse

Effect. No tenant under any of the leases, pursuant to which the

Operating Partnership or any Property Partnership, as lessor, leases its

Portfolio Property, has an option or right of first refusal to purchase

the premises demised under such lease, the exercise of which would have a

Material Adverse Effect. Each of the Portfolio Properties complies with

all applicable codes, laws and regulations (including, without

limitation, building and zoning codes, laws and regulations and laws

relating to access to the Portfolio Properties), except for such failures

to comply that would not in the aggregate have a Material Adverse Effect.

The Operating

<Page>

Partnership has no knowledge of any pending or threatened condemnation

proceeding, zoning change, or other proceeding or action that will in any

manner affect the size of, use of, improvements on, construction on or

access to, the Portfolio Properties, except such proceedings or actions

that would not have a Material Adverse Effect.

(29) ENVIRONMENTAL LAWS. Except as otherwise stated in the

Offering Memorandum and except such violations as would not, singly or in

the aggregate, result in a Material Adverse Effect, (a) none of the

Operating Partnership, the other Simon Entities or any Property

Partnership is in violation of any federal, state, local or foreign

statute, law, rule, regulation, ordinance, code, policy or rule of common

law and any judicial or administrative interpretation thereof including

any judicial or administrative order, consent, decree of judgment,

relating to pollution or protection of human health, the environment

(including, without limitation, ambient air, surface water, groundwater,

land surface or subsurface strata) including, without limitation, laws

and regulations relating to the release or threatened release of

chemicals, pollutants, contaminants, wastes, toxic substances, hazardous

substances, petroleum or petroleum products (collectively, "Hazardous

Materials") or to the manufacture, processing, distribution, use,

treatment, storage, disposal, transport or handling of Hazardous

Materials (collectively, "Environmental Laws"), (b) the Operating

Partnership, the other Simon Entities and the Property Partnerships have

all permits, authorizations and approvals required under any applicable

Environmental Laws and are each in compliance with their requirements,

judicial actions, suits, demands, demand letters, claims, liens, notices

of noncompliance or violation, investigation or proceedings relating to

any Environmental Law against the Operating Partnership, any of the other

Simon Entities or the Property Partnerships and (D) there are no events

or circumstances that might reasonably be expected to form the basis of

an order for clean-up or remediation, or an action, suit or proceeding by

any private party or governmental body or agency, against or affecting

the Operating Partnership, any of the other Simon Entities or any

Property Partnership relating to any Hazardous Materials or the violation

of any Environmental Laws.

(30) INSURANCE. Each of the Operating Partnership, the Company

and the Property Partnerships maintains insurance covering its

properties, assets, operations, personnel and businesses, and such

insurance is of such type and in such amounts in accordance with

customary industry practice to protect it and its business.

(31) TAX RETURNS. Each of the Simon Entities and the Property

Partnerships has filed all federal, state, local and foreign income tax

returns which have been required to be filed (except in any case in which

an extension ha

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