**Exhibit 4.1**

**SIMON PROPERTY GROUP, L.P.**

**ISSUER**

** **

**TO**

** **

**THE CHASE MANHATTAN BANK**

**TRUSTEE**

** **

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** **

**NINTH SUPPLEMENTAL INDENTURE**

**DATED AS OF OCTOBER 26, 2001**

** **

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** **

**$750,000,000   6 3/8% NOTES DUE 2007**

** **

**SUPPLEMENT TO INDENTURE,**

**DATED AS OF NOVEMBER 26, 1996,**

**BETWEEN**

**SIMON PROPERTY GROUP, L.P.**

**AND**

**THE CHASE MANHATTAN BANK,**

**AS TRUSTEE**

** **

                **NINTH SUPPLEMENTAL INDENTURE**,dated as of October 26, 2001 (the “Ninth Supplemental Indenture”), betweenSIMON PROPERTY GROUP, L.P. (formerly known as Simon DeBartolo Group, L.P.), aDelaware limited partnership (the “Issuer” or the “Operating Partnership”),having its principal offices at National City Center, 115 West WashingtonStreet, Suite 15 East, Indianapolis, Indiana 46204, and THE CHASE MANHATTANBANK, a New York banking corporation, as trustee (the “Trustee”), having itsCorporate Trust Office at 450 West 33rd Street, 15th Floor, New York, New York10001.

 

#### **RECITALS**

 

                **WHEREAS**,the Issuer and Simon Property Group, L.P., a Delaware limited partnershipacting as a guarantor (the “Guarantor”), executed and delivered to the Trusteean Indenture, dated as of November 26, 1996 (the “Original Indenture”),providing for the issuance from time to time of debt securities evidencingunsecured and unsubordinated indebtedness of the Issuer;

 

                **WHEREAS**,on December 31, 1997 the Guarantor was merged into the Issuer as contemplatedunder the Indenture;

 

                **WHEREAS**,the Issuer changed its name from “Simon DeBartolo Group, L.P.” to “SimonProperty Group, L.P.” effective as of September 24, 1998;

 

                **WHEREAS**,the Original Indenture provides that by means of a supplemental indenture, theIssuer may create one or more series of its debt securities and establish theform and terms and conditions thereof;

 

                **WHEREAS**,the Issuer intends by this Ninth Supplemental Indenture to create and providefor the following series of debt securities: Simon Property Group, L.P. 6 3/8% Notes due 2007 in an aggregateprincipal amount of $750,000,000 (the “Notes”);

 

                **WHEREAS**,the Board of Directors of Simon Property Group, Inc., the general partner ofthe Issuer, has approved the creation of the Notes and the forms, terms andconditions thereof pursuant to Section 301 of the Original Indenture; and

 

                **WHEREAS**,all actions required to be taken under the Original Indenture with respect tothis Ninth Supplemental Indenture have been taken.

 

                **NOW,THEREFORE, IT IS AGREED:**

 

**ARTICLE ONE**

** **

**Definitions, Creation, Forms and Terms and**

**Conditions of the Notes**

 

                **SECTION 1.01     Definitions.**  Capitalized terms used in this NinthSupplemental Indenture and not otherwise defined shall have the meaningsascribed to them in the Original Indenture. Certain terms, used principally in Article Two of this NinthSupplemental Indenture, are defined in that Article.  In addition, the following terms shall have the followingmeanings to be equally applicable to both the singular and the plural forms ofthe terms defined:

 

                **“Business Day”**means any day, other than a Saturday or Sunday, on which banking institutionsin New York, New York are open for business.

 

                **“Dollar”**or **“$”**means the lawful currency of the United States of America.

 

                **“DTC”**mean The Depository Trust Company, its nominees and their successors andassigns.

 

                **“GlobalNote”** means a single fully registered global note in book-entryform, substantially in the form of Exhibit A or Exhibit B attached hereto.

 

                **“Holders”**has the meaning set forth in Section 1.04    (c).

 

                **“Indenture”**means the Original Indenture as supplemented by this Ninth SupplementalIndenture.

 

                **“InterestPayment Date”** has the meaning set forth in Section 1.04          (c).

 

                “**Issuer**” has the meaning set forth in theRecitals hereto.

 

                **“Make-WholeAmount”** means, in connection with any optional redemption oraccelerated payment of any Notes, the excess, if any, of (i) the aggregatepresent value, as of the date of such redemption or accelerated payment, ofeach Dollar of principal being redeemed or paid and the amount of interest(exclusive of interest accrued to the date of redemption or acceleratedpayment) that would have been payable in respect of each such Dollar if suchredemption or accelerated payment had not been made, determined by discounting,on a semi-annual basis, such principal and interest at the Reinvestment Rate(determined on the third Business Day preceding the date notice of such redemptionor accelerated payment is given) from the respective dates on which suchprincipal and interest would have been payable if such redemption oraccelerated payment had not been made, to the date of redemption or acceleratedpayment, over (ii) the aggregate principal amount of the Notes beingredeemed or accelerated.

 

                **“Notes”**has the meaning set forth in the Recitals hereto.

 

                “**Operating Partnership**”  has the meaning set forth in the Recitalshereto.

 

                “**Original Indenture**”  has the meaning set forth in the Recitalshereto.

 

                **“RedemptionPrice”** has the meaning set forth in Section 1.04  (d).

 

                **“RegularRecord Date”** has the meaning set forth in Section 1.04            (c).

 

**                “Reinvestment Rate”** means, in connection withany optional redemption or accelerated payment of any Notes, the yield ontreasury securities at a constant maturity corresponding to the remaining life(as of the date of redemption or accelerated payment and rounded to the nearestmonth) to Stated Maturity of the principal being redeemed (the “TreasuryYield”) as stated in such Notes, plus 0.35%. For purposes hereof, the Treasury Yield shall be equal to the arithmeticmean of the yields published in the Statistical Release under the heading “WeekEnding” for “U.S. Government Securities — Treasury Constant Maturities” with amaturity equal to such remaining life; provided, that if no publishedmaturity exactly corresponds to such remaining life, then the Treasury Yieldshall be interpolated or extrapolated on a straight-line basis from thearithmetic means of the yields for the next shortest and next longest publishedmaturities, rounding each of such relevant periods to the nearest month.  For purposes of calculating the ReinvestmentRate, the most recent Statistical Release published prior to the date ofdetermination of the Make-Whole Amount shall be used.  If the format or content of the Statistical Release changes in amanner that precludes determination of the Treasury Yield in the above manner,then the Treasury Yield shall be determined in the manner that most closelyapproximates the above manner, as reasonably determined by the OperatingPartnership.

 

                **“StatisticalRelease”** means the statistical release designated“H.15(519)” or any successor publication which is published weekly by the FederalReserve System and which reports yields on actively traded United Statesgovernment securities adjusted to constant maturities, or, if such statisticalrelease is not published at the time of any required determination, then suchother reasonably comparable index which shall be designated by the OperatingPartnership.

 

                “**Trustee”** has the meaning set forth in the Recitals hereto.

 

                **SECTION 1.02     Creation of the Notes.**  In accordance with Section 301 of theOriginal Indenture, the Issuer hereby creates the Notes as a separate series ofits Securities issued pursuant to the Indenture.  The Notes initially shall be issued in an aggregate principalamount of $750,000,000.

 

                **SECTION 1.03     Form of the Notes.**  The Notes shall be issued in the form of aGlobal Note which shall be deposited with, or on behalf of, DTC and registeredin the name of “Cede & Co” as the nominee of DTC.  The Notes shall be substantially in the form of Exhibit A andExhibit B attached hereto.  So long asDTC, or its nominee, is the registered owner of a Global Note, DTC or itsnominee, as the case may be, shall be considered the sole owner or Holder ofthe Notes represented by such Global Note for all purposes under theIndenture.  Ownership of beneficialinterests in such Global Note shall be shown on, and transfers thereof will beeffected only through, records maintained by DTC (with respect to beneficialinterests of participants) or by participants or Persons that hold intereststhrough participants (with respect to beneficial interests of beneficialowners).

 

                **SECTION 1.04     Terms and Conditions of the Notes.**  The Notes shall be governed by all the termsand conditions of the Original Indenture, as supplemented by this NinthSupplemental Indenture, and in particular, the following provisions shall beterms of the Notes:

 

                (a)           Titleand Aggregate Principal Amount.  Thetitle of the Notes shall be as specified in the Recitals; and the aggregateprincipal amount of the Notes shall be as specified in Section 1.02 ofthis Ninth Supplemental Indenture, except as permitted by Section 306 of theOriginal Indenture.

 

                (b)           StatedMaturity.  The Notes shall mature,and the unpaid principal thereon shall be payable, on November 15, 2007,subject to the provisions of the Original Indenture.

 

                (c)           Interest.   The rate  per  annum at  which  interest shall be payable on the Notes shallbe 6 3/8%.  Interest on the Notes shallaccrue beginning October 26, 2001. Interest on the Notes shall be payable semi-annually in arrears on eachMay 15 and November 15, commencing May 15, 2002 (each an “Interest PaymentDate”), and on the Stated Maturity as specified in Section 1.04(b) of this Ninth Supplemental Indenture, tothe Persons (the “Holders”) in whose names the applicable Notes are registeredin the Security Register applicable to the Notes at the close of business onthe 15th calendar day immediately prior to such payment dateregardless of whether such day is a Business Day (each, a “Regular RecordDate”).  Interest on the Notes shall becomputed on the basis of a 360-day year of twelve 30-day months.

 

                (d)           SinkingFund, Redemption or Repayment.  Nosinking fund shall be provided for the Notes and the Notes shall not berepayable at the option of the Holders thereof prior to Stated Maturity.  The Notes may be redeemed at any time at theoption of the Issuer, in whole or from time to time in part, at a redemptionprice equal to the sum of (i) 100% of the principal amount of the Notes beingredeemed plus accrued interest thereon to the redemption date and (ii) theMake-Whole Amount, if any, with respect to such Notes (collectively, the“Redemption Price”), all in accordance with the provisions ofArticle Eleven of the Original Indenture.

 

                If notice ofredemption has been given as provided in the Original Indenture andfunds for the redemption of any Notes called for redemption shall have beenmade available on the Redemption Date referred to in such notice, such Notesshall cease to bear interest on the Redemption Date and the only right of theHolders of the Notes from and after the Redemption Date shall be to receivepayment of the Redemption Price upon surrender of such Notes in accordance withsuch notice.

 

                (e)           Registrationand Form.  The Notes shall beissuable as Registered Securities in permanent global form, and the depositarywith respect to the Notes shall initially be DTC.  Principal and interest payments on Notes represented by a GlobalNote shall be made to DTC or its nominee, as the case may be, as the registeredHolder of such Global Note.  All paymentsof principal and interest in respect of the Notes shall be made by the Issuerin immediately available funds so long as the Notes are in book-entry form.

 

                (f)            Defeasanceand Covenant Defeasance.  Theprovisions for defeasance in Section 1402 of the Original Indenture, andthe provisions for covenant defeasance (which provisions shall apply, withoutlimitation, to the covenants set forth in Article Two of this NinthSupplemental Indenture) in Section 1403 of the Original Indenture, shall beapplicable to the Notes.

 

                (g)           Make-WholeAmount Payable Upon Acceleration. Upon any acceleration of the StatedMaturity of the Notes in accordance with Section 502 of the OriginalIndenture, the Make-Whole Amount on the Notes shall become immediately due andpayable, subject to the terms and conditions of the Indenture.

 

                (h)           FurtherIssues.  The Issuer may, from timeto time, without the consent of the Holders, create and issue furthersecurities having the same terms and conditions as the Notes in all respects, exceptfor issue date, issue price and the first payment of interest thereon.  Additional Notes issued in this manner shallbe consolidated with and shall form a single series with the previouslyoutstanding Notes.  Notice of any suchissuance shall be given to the Trustee and a new supplemental indenture shallbe executed in connection with the issuance of such securities.

 

                (i)            OtherTerms and Conditions.  The Notesshall have such other terms and conditions as provided in the forms thereofattached as Exhibit A and Exhibit B hereto.

 

 

#### **ARTICLE TWO**

** **

**Covenants for Benefit of Holders of Notes**

 

                **SECTION 2.01     Covenants for Benefit of Holders ofNotes.**  The OperatingPartnership covenants and agrees, for the benefit of the Holders of the Notes,as follows:

 

                (a)           Limitationson Incurrence of Debt.  TheOperating Partnership shall not, and shall not permit any Subsidiary to, incurany Debt (as defined below), other than intercompany debt (representing Debt towhich the only parties are the Company (as defined below), the OperatingPartnership and any of their Subsidiaries (but only so long as such Debt isheld solely by any of the Company, the Operating Partnership and anySubsidiary) that is subordinate in right of payment to the Notes), if,immediately after giving effect to the incurrence of such additional Debt, theaggregate principal amount of all outstanding Debt would be greater than 60% ofthe sum of (i) the Operating Partnership’s Adjusted Total Assets (asdefined below) as of the end of the fiscal quarter prior to the incurrence ofsuch additional Debt and (ii) any increase in Adjusted Total Assets fromthe end of such quarter including, without limitation, any pro forma increasefrom the application of the proceeds of such additional Debt.

 

                In addition, theOperating Partnership shall not, and shall not permit any Subsidiary to, incurany additional Secured Debt if, immediately after giving effect to theincurrence of such additional Secured Debt, the aggregate principal amount ofall outstanding Secured Debt is greater than 55% of the sum of (i) theOperating Partnership’s Adjusted Total Assets as of the end of the fiscalquarter prior to the incurrence of such additional Secured Debt and (ii) anyincrease in Adjusted Total Assets from the end of such quarter including,without limitation, any pro forma increase from the application of the proceedsof such additional Secured Debt.

 

                In addition, the Operating Partnership shallnot, and shall not permit any Subsidiary to, incur any Debt if the ratio ofAnnualized EBITDA After Minority Interest to Interest Expense (in each case asdefined below) for the period consisting of the four consecutive fiscalquarters most recently ended prior to the date on which such additional Debt isto be incurred shall have been less than 1.75 to 1.00 on a pro formabasis after giving effect to the incurrence of such Debt and to the applicationof the proceeds therefrom, and calculated on the assumption that (i) suchDebt and any other Debt incurred since the first day of such four-quarterperiod had been incurred, and the proceeds therefrom had been applied (towhatever purposes such proceeds had been applied as of the date of calculationof such ratio), at the beginning of such period, (ii) any other Debt thathas been repaid or retired since the first day of such four-quarter period hadbeen repaid or retired at the beginning of such period (except that, in makingsuch computation, the amount of Debt under any revolving credit facility shallbe computed based upon the average daily balance of such Debt during suchperiod), (iii) any income earned as a result of any assets having beenplaced in service since the end of such four-quarter period had been earned, onan annualized basis, during such period, and (iv) in the case of anyacquisition or disposition by the Operating Partnership, any Subsidiary or anyunconsolidated joint venture in which the Operating Partnership or anySubsidiary owns an interest, of any assets since the first day of suchfour-quarter period, including, without limitation, by merger, stock purchaseor sale, or asset purchase or sale, such acquisition or disposition and anyrelated repayment of Debt had occurred as of the first day of such period withthe appropriate adjustments with respect to such acquisition or dispositionbeing included in such pro forma calculation.

 

                For purposes of the foregoing provisionsregarding the limitation on the incurrence of Debt, Debt shall be deemed to be“incurred” by the Operating Partnership, its Subsidiaries and by any unconsolidatedjoint venture, whenever the Operating Partnership, any Subsidiary, or anyunconsolidated joint venture, as the case may be, shall create, assume,guarantee or otherwise become liable in respect thereof.

 

                (b)           Maintenanceof Unencumbered Assets.  TheOperating Partnership is required to maintain Unencumbered Assets (as definedbelow) of not less than 150% of the aggregate outstanding principal amount ofthe Unsecured Debt (as defined below) of the Operating Partnership.

 

                **SECTION2.02     Definitions.**  As used herein:

 

                *“AdjustedTotal Assets”* as of any date means the sum of (i) the amountdetermined by multiplying the sum of the shares of common stock of SPGProperties, Inc., a Maryland corporation (“Old SPG”) issued in the initialpublic offering of Old SPG (the “IPO”) and the units of the OperatingPartnership not held by Old SPG outstanding on the date of the IPO, by $22.25(the “IPO Price”), (ii) the principal amount of the outstandingconsolidated debt of Old SPG on the date of the IPO, less any portionapplicable to minority interests, (iii) the Operating Partnership’sallocable portion, based on its ownership interest, of outstanding indebtednessof unconsolidated joint ventures on the date of the IPO, (iv) the purchaseprice or cost of any real estate assets acquired (including the value, at thetime of such acquisition, of any units of the Operating Partnership or sharesof common stock of the Company or Old SPG issued in connection therewith) ordeveloped after the IPO by the Operating Partnership or any Subsidiary, lessany portion attributable to minority interests, plus the OperatingPartnership’s allocable portion, based on its ownership interest, of thepurchase price or cost of any real estate assets acquired or developed afterthe IPO by any unconsolidated joint venture, (v) the value of the DRC Merger(as defined below) computed as the sum of (a) the purchase price including allrelated closing costs and (b) the value of all outstanding indebtedness assumedin the DRC Merger less any portion attributable to minority interests,including the Operating Partnership’s allocable portion, based on its ownershipinterest, of outstanding indebtedness of unconsolidated joint ventures assumedin the DRC Merger at the DRC Merger date, and (vi) working capital of theOperating Partnership; subject, however, to reduction by theamount of the proceeds of any real estate assets disposed of after the IPO bythe Operating Partnership or any Subsidiary, less any portion applicable tominority interests, and by the Operating Partnership’s allocable portion, basedon its ownership interest, of the proceeds of any real estate assets disposedof after the IPO by unconsolidated joint ventures.

 

                *“AnnualizedEBITDA”* means earnings before interest, taxes, depreciation andamortization for all properties with other adjustments as are necessary toexclude the effect of items classified as extraordinary items in accordancewith generally accepted accounting principles, adjusted to reflect theassumption that (i) any income earned as a result of any assets having beenplaced in service since the end of such period had been earned, on anannualized basis, during such period, and (ii) in the case of any acquisitionor disposition by the Operating Partnership, any Subsidiary or anyunconsolidated joint venture in which the Operating Partnership or anySubsidiary owns an interest, of any assets since the first day of such period,such acquisition or disposition and any related repayment of Debt had occurredas of the first day of such period with the appropriate adjustments withrespect to such acquisition or disposition.

 

                *“AnnualizedEBITDA After Minority Interest”* means Annualized EBITDA afterdistributions to third party joint venture partners.

 

                *“Company”*means Simon Property Group, Inc., a Delaware corporation and the generalpartner of the Operating Partnership.

 

*                “Debt”* means any indebtedness of the OperatingPartnership and its Subsidiaries on a consolidated basis, less any portionattributable to minority interests, plus the Operating Partnership’s allocableportion, based on its ownership interest, of indebtedness of unconsolidatedjoint ventures, in respect of (i) borrowed money evidenced by bonds,notes, debentures or similar instruments, as determined in accordance withgenerally accepted accounting principles, (ii) indebtedness secured by anymortgage, pledge, lien, charge, encumbrance or any security interest existingon property owned by the Operating Partnership or any Subsidiary directly, orindirectly through unconsolidated joint ventures, as determined in accordancewith generally accepted accounting principles, (iii) reimbursementobligations, contingent or otherwise, in connection with any letters of creditactually issued or amounts representing the balance deferred and unpaid of thepurchase price of any property, except any such balance that constitutes anaccrued expense or trade payable and (iv) any lease of property by theOperating Partnership or any Subsidiary as lessee which is reflected in the OperatingPartnership’s consolidated balance sheet as a capitalized lease or any lease ofproperty by an unconsolidated joint venture as lessee which is reflected insuch joint venture’s balance sheet as a capitalized lease, in each case, inaccordance with generally accepted accounting principles; provided, thatDebt also includes, to the extent not otherwise included, any obligation by theOperating Partnership or any Subsidiary to be liable for, or to pay, asobligor, guarantor or otherwise, items of indebtedness of another Person (otherthan the Operating Partnership or any Subsidiary) described in clauses (i)through (iv) above (or, in the case of any such obligation made jointly withanother Person, the Operating Partnership’s or Subsidiary’s allocable portionof such obligation based on its ownership interest in the related real estateassets).

 

                *“DRC Merger”* means the merger of Old SPG andDeBartolo Realty Corporation and related transactions consummated on August 9,1996, pursuant to the Agreement and Plan of Merger between Old SPG andDeBartolo Realty Corporation.

 

                *“InterestExpense”* includes the Operating Partnership’s pro rata share ofjoint venture interest expense and is reduced by amortization of debt issuancecosts.

 

                *“SecuredDebt”* means Debt secured by any mortgage, lien, pledge, encumbranceor security interest of any kind upon any of the property of the OperatingPartnership or any Subsidiary, whether owned at the date of the OriginalIndenture or thereafter acquired.

 

                *“UnencumberedAnnualized EBITDA After Minority Interest”* means Annualized EBITDAAfter Minority Interest less any portion thereof attributable to assets servingas collateral for Secured Debt.

 

                *“UnencumberedAssets”* as of any date shall be equal to Adjusted Total Assets as ofsuch date multiplied by a fraction, the numerator of which is UnencumberedAnnualized EBITDA After Minority Interest and the denominator of which isAnnualized EBITDA After Minority Interest.

 

                *“UnsecuredDebt”* means Debt which is not secured by any mortgage, lien, pledge,encumbrance or security interest of any kind.

 

 

**ARTICLE THREE**

** **

**Trustee**

 

                **SECTION 3.01     Trustee. **The Trustee shall not be responsible in any mannerwhatsoever for or in respect of the validity or sufficiency of this NinthSupplemental Indenture or the due execution thereof by the Issuer.  The recitals of fact contained herein shallbe taken as the statements solely of the Issuer, and the Trustee assumes noresponsibility for the correctness thereof.

 

 

**ARTICLE FOUR**

** **

**Miscellaneous Provisions**

 

                **SECTION 4.01     Ratification of Original Indenture.**  This Ninth Supplemental Indenture isexecuted and shall be construed as an indenture supplemental to the OriginalIndenture, and as supplemented and modified hereby, the Original Indenture isin all respects ratified and confirmed, and the Original Indenture and thisNinth Supplemental Indenture shall be read, taken and construed as one and thesame instrument.

 

                **SECTION 4.02     Effect of Headings.**  The Article and Section headings herein arefor convenience only and shall not affect the construction hereof.

 

                **SECTION4.03     Successors and Assigns.**  All covenants and agreements in this NinthSupplemental Indenture by the Issuer shall bind its successors and assigns,whether so expressed or not.

 

                **SECTION 4.04     Separability Clause.**  In case any one or more of the provisionscontained in this Ninth Supplemental Indenture shall for any reason be held tobe invalid, illegal or unenforceable in any respect, the validity, legality andenforceability of the remaining provisions shall not in any way be affected orimpaired thereby.

 

                **SECTION 4.05     Governing Law.**  This Ninth Supplemental Indenture shall begoverned by and construed in accordance with the laws of the State of NewYork.  This Ninth Supplemental Indentureis subject to the provisions of the Trust Indenture Act that are required to bepart of this Ninth Supplemental Indenture and shall, to the extent applicable,be governed by such provisions.

 

                **SECTION 4.06     Counterparts.**  This Ninth Supplemental Indenture may beexecuted in any number of counterparts, and each of such counterparts shall forall purposes be deemed to be an original, but all such counterparts shalltogether constitute one and the same instrument.

 

 

* * * *

 

                **IN WITNESSWHEREOF**, the parties hereto have caused this Ninth SupplementalIndenture to be duly executed, and their respective corporate seals to behereunto affixed and attested, all as of the date first above written.

 
|   |                                 |                |   | SIMON  PROPERTY GROUP, L.P. |
|--------|--------------------------------------|---------------------|--------|-----------------------------|
|   |                                 |                |   |                        |
|   |                                 |                |   | By:                         | Simon Property Group, Inc., |
|   |                                 |                |   |                        | as General Partner |
|   |                                 |                |   |                        |   |   |
|   |                                 |                |   |                        | By: | /s/ David  Simon |
|   |                                 |                |   |                        |   | Name:  | David Simon |
|   |                                 |                |   |                        |   | Title:  | Chief  Executive Officer |
|   |                                 |                |   |                        |   |   |
|   | Attest:                              |                |   |                        |   |   |
|   |                                 |                |   |                        |   |   |
|   | /s/ James M.  Barkley                |                |   |                        |   |
|   | Name:                           | James M.  Barkley   |   |                        |   |   |
|   | Title:                          | General  Counsel    |   |                        |   |   |
|   |                                 |                |   |                        |   |   |
|   |                                 |                |   | THE CHASE  MANHATTAN BANK   |
|   |                                 |                |   |                        |   |   |
|   |                                 |                |   |                        | as Trustee |
|   |                                 |                |   |                        |   |   |
|   |                                 |                |   | By:                         | /s/ Gregory  P. Shea |
|   |                                 |                |   |                        | Name: | Gregory P.  Shea |
|   |                                 |                |   |                        | Title:  | Assistant  Vice President |
|   |                                 |                |   |                        |   |   |
|   | Attest:                              |                |   |                        |   |   |
|   |                                 |                |   |                        |   |   |
|   |   /s/   Virginia Dominguez |                |   |                        |   |
|   | Name:                           | Virginia  Dominguez |   |                        |   |   |
|   | Title:                               | Trust Offier        |   |                        |   |   |
|        |                                      |                     |        |                             |  |  |  |  |  |

 

                

**Exhibit A**

 

**UNLESS THIS CERTIFICATE IS PRESENTED BY ANAUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORKCORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OFCEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZEDREPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCHOTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANYTRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANYPERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &CO., HAS AN INTEREST HEREIN.**

 

**UNLESS AND UNTIL THIS CERTIFICATE ISEXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS CERTIFICATEMAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE THEREOF OR BY ANOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEETO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR.**

 
| **REGISTERED**                   | **REGISTERED**       |
|----------------------------------|----------------------|
| **NO.**                          | **PRINCIPAL AMOUNT** |
|                             |                 |
| **CUSIP NO.   828807 AJ 6** | **$500,000,000**     |

 

**GLOBAL SECURITY**

**SIMON PROPERTY GROUP, L.P.**

** **

**6 3/8%****NOTE DUE 2007**

 

                Simon Property Group, L.P., a Delawarelimited partnership (the “Issuer,” which term includes any successor under theIndenture hereinafter referred to), for value received, hereby promises to payto Cede & Co. or its registered assigns, the principal sum of FIVEHUNDRED MILLION Dollars on November 15, 2007 (the “Maturity Date”), and to payinterest thereon from October 26, 2001, semi-annually in arrears on May 15 andNovember 15 of each year (each, an “Interest Payment Date”), commencing on May15, 2002, and on the Maturity Date, at the rate of 6 3/8% per annum, untilpayment of said principal sum has been made or duly provided for.

 

                The interest so payable and punctually paidor duly provided for on any Interest Payment Date and on the Maturity Date willbe paid to the Holder in whose name this Note (or one or more predecessorNotes) is registered in the Security Register applicable to this Note at theclose of business on the “Record Date” for such payment, which will be the 15thcalendar day immediately prior to such payment date or the Maturity Date, asthe case may be, regardless of whether such day is a Business Day (as definedbelow).  Any interest not so punctuallypaid or duly provided for shall forthwith cease to be payable to the Holder onsuch Regular Record Date, and may be paid to the Holder in whose name this Note(or one or more predecessor Notes) is registered at the close of business on asubsequent record date for the payment of such defaulted interest (which shallbe not less than 10 calendar days prior to the date of the payment of suchdefaulted interest) established by notice given by mail by or on behalf of theIssuer to the Holders of the Notes not less than 10 calendar days precedingsuch subsequent record date, or may be paid at any time in any other lawfulmanner not inconsistent with the requirements of any securities exchange onwhich the Notes may be listed, and upon such notice as may be required by suchexchange, all as more fully provided in the Indenture (as defined below).  Interest on this Note will be computed onthe basis of a 360-day year of twelve 30-day months.

 

                The principalof each Note payable on the Maturity Date will be paid against presentation andsurrender of this Note at the office or agency of the Issuer maintained forthat purpose in The Borough of Manhattan, The City of New York.  The Issuer hereby initially designates theCorporate Trust Office of the Trustee in The City of New York as the office tobe maintained by it where Notes may be presented for payment, registration oftransfer or exchange, and where notices to or demands upon the Issuer inrespect of the Notes or the Indenture referred to on the reverse hereof may beserved.

 

                Interest payable on this Note on any InterestPayment Date and on the Maturity Date, as the case may be, will be the amountof interest accrued from and including the immediately preceding InterestPayment Date (or from and including October 26, 2001, in the case of theinitial Interest Payment Date) to but excluding the applicable Interest PaymentDate or the Maturity Date, as the case may be. If any date for the payment of principal, premium, if any, interest on,or any other amount with respect to, this Note (each a “Payment Date”) falls ona day that is not a Business Day, the principal, premium, if any, or interestpayable with respect to such Payment Date will be made on the next succeedingBusiness Day with the same force and effect as if made on such Payment Date,and no interest shall accrue on the amount so payable for the period from andafter such Payment Date to such next succeeding Business Day.  “Business Day” means any day, other than aSaturday or a Sunday, on which banking institutions in New York, New York areopen for business.

 

                Payments of principal and interest in respectof this Note will be made by wire transfer of immediately available funds insuch coin or currency of the United States of America as at the time of paymentis legal tender for the payment of public and private debts.

 

                Reference is made to the further provisionsof this Note set forth on the reverse hereof after the Trustee’s Certificate ofAuthentication.  Such further provisionsshall for all purposes have the same effect as though fully set forth at thisplace.

 

                This Note shall not be entitled to thebenefits of the Indenture or be valid or obligatory for any purpose until theCertificate of Authentication hereon shall have been signed by the Trusteeunder such Indenture.

 

                Capitalized terms used herein which are nototherwise defined shall have the respective meanings assigned to them in theIndenture and the Ninth Supplemental Indenture hereinafter referred to.

 

                IN WITNESSWHEREOF, the Issuer has caused this instrument to be signed manually or byfacsimile by its authorized officers.

 

Dated:  October 26, 2001

 
|   |        |   |   | SIMON  PROPERTY GROUP, L.P. |
|--------|-------------|--------|--------|-----------------------------|
|   |        |   |   |                        | as Issuer |
|   |        |   |   |                        |   |   |
|   |        |   |   | By:                         | SIMON  PROPERTY GROUP, INC., |
|   |        |   |   |                        |   | as General  Partner |
|   |        |   |   |                        |   |   |
|   |        |   |   | By:                         |   |
|   |        |   |   |                        | Name: |   |
|   |        |   |   |                        | Title:  |   |
|   |        |   |   |                        |   |   |
|   | Attest:     |   |   |                        |   |   |
|   |        |   |   |                        |   |   |
|   |        |   |   |                        |   |
|   | Name:  |   |   |                        |   |   |
|   | Title:      |   |   |                        |   |   |
|        |             |        |        |                             |  |  |  |  |  |

 

**TRUSTEE’S CERTIFICATE OF AUTHENTICATION**

 

                This is one of the Securities of the seriesdesignated herein referred to in the within-mentioned Indenture.

 
|   |   |   |   | THE CHASE  MANHATTAN BANK |
|--------|--------|--------|--------|---------------------------|
|   |   |   |   |                      | as Trustee |
|   |   |   |   |                      |   |   |
|   |   |   |   | By:                       |   |
|   |   |   |   |                      | Authorized Officer |
|        |        |        |        |                           |  |  |  |

 

                

**[REVERSE OF NOTE]**

** **

**SIMON PROPERTY GROUP, L.P.**

** **

**6 3/8% NOTE DUE 2007**

 

                This security is one of a duly authorized issueof debt securities of the Issuer (hereinafter called the “Securities”), issuedor to be issued under and pursuant to an Indenture dated as of November26, 1996 (herein called the “Indenture”), duly executed and delivered bythe Issuer to The Chase Manhattan Bank, as Trustee (herein called the“Trustee,” which term includes any successor trustee under the Indenture withrespect to the series of Securities of which this Note is a part), to whichIndenture and all indentures supplemental thereto relating to this Note(including, without limitation, the Ninth Supplemental Indenture, dated as ofOctober 26, 2001, between the Issuer and the Trustee) reference is hereby madefor a description of the rights, limitations of rights, obligations, duties andimmunities thereunder of the Trustee, the Issuer and the Holders of theSecurities, and of the terms upon which the Securities are, and are to be,authenticated and delivered and for the definition of capitalized terms usedhereby and not otherwise defined.  TheSecurities may be issued in one or more series, which different series may beissued in various aggregate principal amounts, may mature at different times,may bear interest (if any) at different rates, may be subject to differentredemption provisions (if any), and may otherwise vary as provided in theIndenture or any indenture supplemental thereto. This security is one of aseries designated as the Simon Property Group, L.P. 6 3/8% Notes due 2007,initially limited in aggregate principal amount to $750,000,000 (the “Notes”).

 

                In case an Event of Default with respect tothe Notes shall have occurred and be continuing, the principal amount of theNotes and the Make-Whole Amount may be declared accelerated and thereuponbecome due and payable, in the manner, with the effect, and subject to theconditions provided in the Indenture.

 

                The Notes may be redeemed at any time at theoption of the Issuer, in whole or from time to time in part, at a redemptionprice equal to the sum of (i) 100% of the principal amount of the Notes beingredeemed plus accrued interest thereon to the Redemption Date and (ii) theMake-Whole Amount, if any, with respect to such Notes.  Notice of any optional redemption will begiven to Holders at their addresses, as shown in the Security Register for theNotes, not more than 60 nor less than 30 days prior to the date fixed forredemption. The notice of redemption will specify, among other items, theredemption price and the principal amount of the Notes to be redeemed.

 

                The Indenture containsprovisions permitting the Issuer and the Trustee, with the consent of theHolders of not less than a majority of the aggregate principal amount of theSecurities at the time Outstanding of all series to be affected (voting as oneclass), evidenced as provided in the Indenture, to execute supplementalindentures adding any provisions to or changing in any manner or eliminatingany of the provisions of the Indenture or of any supplemental indenture ormodifying in any manner the rights of the Holders of the Securities of eachseries; provided, however, that no such supplemental indentureshall, without the consent of the Holder of each Outstanding Security soaffected, (i) change the Stated Maturity of the principal of, or premium,(if any) or any installment of principal of or interest on, any Security, orreduce the principal amount thereof or the rate or amount of interest thereonor any premium payable upon the redemption or acceleration thereof, oradversely affect any right of repayment at the option of the Holder of anySecurity, or change any Place of Payment where, or the currency or currencies,currency unit or units or composite currency or currencies in which, theprincipal of any Security or any premium or interest thereon is payable, or impairthe right to institute suit for the enforcement of any such payment on or afterthe Stated Maturity thereof, or (ii) reduce the aforesaid percentage ofSecurities the Holders of which are required to consent to any suchsupplemental indenture, or (iii) reduce the percentage of Securities theHolders of which are required to consent to any waiver of compliance withcertain provisions of the Indenture or any waiver of certain defaults andconsequences thereunder or to reduce the quorum or voting requirements setforth in the Indenture, or (iv) effect certain other changes to theIndenture or any supplemental indenture or in the rights of Holders of theSecurities.  The Indenture also permitsthe Holders of a majority in principal amount of the Outstanding Securities ofany series (or, in the case of certain defaults or Events of Default, allseries of Securities), on behalf of the Holders of all the Securities of suchseries (or all of the Securities, as the case may be), to waive compliance bythe Issuer with certain provisions of the Indenture and certain past defaultsor Events of Default under the Indenture and their consequences, prior to anydeclaration accelerating the maturity of such Securities, or subject to certainconditions, rescind a declaration of acceleration and its consequences withrespect to such Securities.  Any suchconsent or waiver by the Holder of this Note (unless revoked as provided in theIndenture) shall be conclusive and binding upon such Holder and upon all futureHolders of this Note and of any Note that may be issued in exchange orsubstitution hereof, irrespective of whether or not any notation thereof ismade upon this Note or such other Note.

 

                No reference herein to the Indenture and noprovision of this Note or of the Indenture shall alter or impair the obligationof the Issuer which is absolute and unconditional, to pay the principal of,premium, if any, and interest on this Note in the manner, at the respectivetimes, at the rate and in the coin or currency herein prescribed.

 

                Notwithstanding any other provision of theIndenture to the contrary, no recourse shall be had, whether by levy orexecution or otherwise, for the payment of any sums due under the Securities,including, without limitation, the principal of, premium, if any, or interestpayable under the Securities, or for the payment or performance of anyobligation under, or for any claim based on, the Indenture or otherwise inrespect thereof, against any partner of the Issuer, whether limited or general,including Simon Property Group, Inc., or such partner’s assets or against anyprincipal, shareholder, officer, director, trustee or employee of suchpartner.  It is expressly understoodthat the sole remedies under the Securities and the Indenture or under any otherdocument with respect to the Securities, against such parties with respect tosuch amounts, obligations or claims shall be against the Issuer.

 

                This Note is issuable only in registered formwithout Coupons in denominations of $1,000 and integral multiples thereof. ThisNote may be exchanged for a like aggregate principal amount of Notes of otherauthorized denominations at the office or agency of the Issuer in The Boroughof Manhattan, The City of New York, in the manner and subject to thelimitations provided in the Indenture, but without the payment of any servicecharge, except for any tax or other governmental charge imposed in connectiontherewith.

 

                Upon due presentment for registration oftransfer of this Note at the office or agency of the Issuer in The Borough ofManhattan, The City of New York, one or more new Notes of authorizeddenominations in an equal aggregate principal amount will be issued to thetransferee in exchange therefor, subject to the limitations provided in theIndenture, without charge, except for any tax or other governmental chargeimposed in connection therewith.

 

                The Issuer, the Trustee and any authorizedagent of the Issuer or the Trustee may deem and treat the Person in whose namethis Note is registered as the absolute owner of this Note (whether or not thisNote shall be overdue and notwithstanding any notation of ownership or otherwriting hereon), for the purpose of receiving payment of, or on account of, theprincipal and any premium hereof or hereon, and subject to the provisions onthe face hereof, interest hereon, and for all other purposes, and neither theIssuer nor the Trustee nor any authorized agent of the Issuer or the Trusteeshall be affected by any notice to the contrary.

 

                This Note,including the validity hereof, and the Indenture shall be governed byand construed in accordance with the laws of the State of New York, and for allpurposes shall be construed in accordance with the laws of such state, exceptas may otherwise be required by mandatory provisions of law.

 

                Capitalized terms used herein which are nototherwise defined shall have the respective meanings assigned to them in theIndenture and the Ninth Supplemental Indenture referred to herein.

 

                

 

**Exhibit B**

 

**UNLESS THIS CERTIFICATE IS PRESENTED BY ANAUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORKCORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER,EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OFCEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZEDREPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCHOTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANYTRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANYPERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &CO., HAS AN INTEREST HEREIN.**

 

**UNLESS AND UNTIL THIS CERTIFICATE ISEXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS CERTIFICATEMAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE THEREOF OR BY ANOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEETO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR.**

 
| **REGISTERED**                   | **REGISTERED**       |
|----------------------------------|----------------------|
| **NO.**                          | **PRINCIPAL AMOUNT** |
|                             |                 |
| **CUSIP NO.   828807 AJ 6** | **$250,000,000**     |

 

**GLOBAL SECURITY**

**SIMON PROPERTY GROUP, L.P.**

** **

**6 3/8%****NOTE DUE 2007**

 

                Simon Property Group, L.P., a Delawarelimited partnership (the “Issuer,” which term includes any successor under theIndenture hereinafter referred to), for value received, hereby promises to payto Cede & Co. or its registered assigns, the principal sum of TWOHUNDRED FIFTY MILLION Dollars on November 15, 2007 (the “Maturity Date”), andto pay interest thereon from October 26, 2001, semi-annually in arrears on May15 and November 15 of each year (each, an “Interest Payment Date”), commencingon May 15, 2002, and on the Maturity Date, at the rate of 6 3/8% per annum,until payment of said principal sum has been made or duly provided for.

 

                The interest so payable and punctually paidor duly provided for on any Interest Payment Date and on the Maturity Date willbe paid to the Holder in whose name this Note (or one or more predecessorNotes) is registered in the Security Register applicable to this Note at theclose of business on the “Record Date” for such payment, which will be the 15thcalendar day immediately prior to such payment date or the Maturity Date, asthe case may be, regardless of whether such day is a Business Day (as definedbelow).  Any interest not so punctuallypaid or duly provided for shall forthwith cease to be payable to the Holder onsuch Regular Record Date, and may be paid to the Holder in whose name this Note(or one or more predecessor Notes) is registered at the close of business on asubsequent record date for the payment of such defaulted interest (which shallbe not less than 10 calendar days prior to the date of the payment of suchdefaulted interest) established by notice given by mail by or on behalf of theIssuer to the Holders of the Notes not less than 10 calendar days precedingsuch subsequent record date, or may be paid at any time in any other lawfulmanner not inconsistent with the requirements of any securities exchange onwhich the Notes may be listed, and upon such notice as may be required by suchexchange, all as more fully provided in the Indenture (as defined below).  Interest on this Note will be computed onthe basis of a 360-day year of twelve 30-day months.

 

                The principal ofeach Note payable on the Maturity Date will be paid against presentationand surrender of this Note at the office or agency of the Issuer maintained forthat purpose in The Borough of Manhattan, The City of New York.  The Issuer hereby initially designates theCorporate Trust Office of the Trustee in The City of New York as the office tobe maintained by it where Notes may be presented for payment, registration oftransfer or exchange, and where notices to or demands upon the Issuer inrespect of the Notes or the Indenture referred to on the reverse hereof may beserved.

 

                Interest payable on this Note on any InterestPayment Date and on the Maturity Date, as the case may be, will be the amountof interest accrued from and including the immediately preceding InterestPayment Date (or from and including October 26, 2001, in the case of theinitial Interest Payment Date) to but excluding the applicable Interest PaymentDate or the Maturity Date, as the case may be. If any date for the payment of principal, premium, if any, interest on,or any other amount with respect to, this Note (each a “Payment Date”) falls ona day that is not a Business Day, the principal, premium, if any, or interestpayable with respect to such Payment Date will be made on the next succeedingBusiness Day with the same force and effect as if made on such Payment Date,and no interest shall accrue on the amount so payable for the period from andafter such Payment Date to such next succeeding Business Day.  “Business Day” means any day, other than aSaturday or a Sunday, on which banking institutions in New York, New York areopen for business.

 

                Payments of principal and interest in respectof this Note will be made by wire transfer of immediately available funds insuch coin or currency of the United States of America as at the time of paymentis legal tender for the payment of public and private debts.

 

                Reference is made to the further provisionsof this Note set forth on the reverse hereof after the Trustee’s Certificate ofAuthentication.  Such further provisionsshall for all purposes have the same effect as though fully set forth at thisplace.

 

                This Note shall not be entitled to thebenefits of the Indenture or be valid or obligatory for any purpose until theCertificate of Authentication hereon shall have been signed by the Trusteeunder such Indenture.

 

                Capitalized terms used herein which are nototherwise defined shall have the respective meanings assigned to them in theIndenture and the Ninth Supplemental Indenture hereinafter referred to.

 

                IN WITNESSWHEREOF, the Issuer has caused this instrument to be signed manually orby facsimile by its authorized officers.

 

Dated:  October 26, 2001

 
|   |        |   |   | SIMON  PROPERTY GROUP, L.P. |
|--------|-------------|--------|--------|-----------------------------|
|   |        |   |   |                        | as Issuer |
|   |        |   |   |                        |   |   |
|   |        |   |   | By:                         | SIMON  PROPERTY GROUP, INC., |
|   |        |   |   |                        |   | as General  Partner |
|   |        |   |   |                        |   |   |
|   |        |   |   | By:                         |   |
|   |        |   |   |                        | Name: |   |
|   |        |   |   |                        | Title:  |   |
|   |        |   |   |                        |   |   |
|   | Attest:     |   |   |                        |   |   |
|   |        |   |   |                        |   |   |
|   |        |   |   |                        |   |
|   | Name:  |   |   |                        |   |   |
|   | Title:      |   |   |                        |   |   |
|        |             |        |        |                             |  |  |  |  |  |

 

**TRUSTEE’S CERTIFICATE OF AUTHENTICATION**

** **

                This is one of the Securities of the seriesdesignated herein referred to in the within-mentioned Indenture.

 
|   |   |   |   | THE CHASE  MANHATTAN BANK |
|--------|--------|--------|--------|---------------------------|
|   |   |   |   |                      | as Trustee |
|   |   |   |   |                      |   |   |
|   |   |   |   | By:                       |   |
|   |   |   |   |                      | Authorized Officer |
|        |        |        |        |                           |  |  |  |

 

**[REVERSE OF NOTE]**

** **

**SIMON PROPERTY GROUP, L.P.**

** **

**6 3/8% NOTE DUE 2007**

 

                This security is one of a duly authorizedissue of debt securities of the Issuer (hereinafter called the “Securities”), issuedor to be issued under and pursuant to an Indenture dated as of November26, 1996 (herein called the “Indenture”), duly executed and delivered bythe Issuer to The Chase Manhattan Bank, as Trustee (herein called the“Trustee,” which term includes any successor trustee under the Indenture withrespect to the series of Securities of which this Note is a part), to whichIndenture and all indentures supplemental thereto relating to this Note(including, without limitation, the Ninth Supplemental Indenture, dated as ofOctober 26, 2001, between the Issuer and the Trustee) reference is hereby madefor a description of the rights, limitations of rights, obligations, duties andimmunities thereunder of the Trustee, the Issuer and the Holders of theSecurities, and of the terms upon which the Securities are, and are to be,authenticated and delivered and for the definition of capitalized terms usedhereby and not otherwise defined.  TheSecurities may be issued in one or more series, which different series may beissued in various aggregate principal amounts, may mature at different times,may bear interest (if any) at different rates, may be subject to differentredemption provisions (if any), and may otherwise vary as provided in theIndenture or any indenture supplemental thereto. This security is one of aseries designated as the Simon Property Group, L.P. 6 3/8% Notes due 2007,initially limited in aggregate principal amount to $750,000,000 (the “Notes”).

 

                In case an Event of Default with respect tothe Notes shall have occurred and be continuing, the principal amount of theNotes and the Make-Whole Amount may be declared accelerated and thereuponbecome due and payable, in the manner, with the effect, and subject to theconditions provided in the Indenture.

 

                The Notes may be redeemed at any time at theoption of the Issuer, in whole or from time to time in part, at a redemptionprice equal to the sum of (i) 100% of the principal amount of the Notes beingredeemed plus accrued interest thereon to the Redemption Date and (ii) theMake-Whole Amount, if any, with respect to such Notes.  Notice of any optional redemption will begiven to Holders at their addresses, as shown in the Security Register for theNotes, not more than 60 nor less than 30 days prior to the date fixed forredemption. The notice of redemption will specify, among other items, theredemption price and the principal amount of the Notes to be redeemed.

 

                The Indenture contains provisions permittingthe Issuer and the Trustee, with the consent of the Holders of not less than amajority of the aggregate principal amount of the Securities at the timeOutstanding of all series to be affected (voting as one class), evidenced asprovided in the Indenture, to execute supplemental indentures adding any provisionsto or changing in any manner or eliminating any of the provisions of theIndenture or of any supplemental indenture or modifying in any manner therights of the Holders of the Securities of each series; provided, however,that no such supplemental indenture shall, without the consent of the Holder ofeach Outstanding Security so affected, (i) change the Stated Maturity ofthe principal of, or premium, (if any) or any installment of principal of orinterest on, any Security, or reduce the principal amount thereof or the rateor amount of interest thereon or any premium payable upon the redemption oracceleration thereof, or adversely affect any right of repayment at the optionof the Holder of any Security, or change any Place of Payment where, or thecurrency or currencies, currency unit or units or composite currency orcurrencies in which, the principal of any Security or any premium or interestthereon is payable, or impair the right to institute suit for the enforcementof any such payment on or after the Stated Maturity thereof, or(ii) reduce the aforesaid percentage of Securities the Holders of whichare required to consent to any such supplemental indenture, or(iii) reduce the percentage of Securities the Holders of which are requiredto consent to any waiver of compliance with certain provisions of the Indentureor any waiver of certain defaults and consequences thereunder or to reduce thequorum or voting requirements set forth in the Indenture, or (iv) effectcertain other changes to the Indenture or any supplemental indenture or in therights of Holders of the Securities. The Indenture also permits the Holders of a majority in principal amountof the Outstanding Securities of any series (or, in the case of certaindefaults or Events of Default, all series of Securities), on behalf of theHolders of all the Securities of such series (or all of the Securities, as thecase may be), to waive compliance by the Issuer with certain provisions of theIndenture and certain past defaults or Events of Default under the Indentureand their consequences, prior to any declaration accelerating the maturity ofsuch Securities, or subject to certain conditions, rescind a declaration ofacceleration and its consequences with respect to such Securities.  Any such consent or waiver by the Holder ofthis Note (unless revoked as provided in the Indenture) shall be conclusive andbinding upon such Holder and upon all future Holders of this Note and of anyNote that may be issued in exchange or substitution hereof, irrespective ofwhether or not any notation thereof is made upon this Note or such other Note.

 

                No referenceherein to the Indenture and no provision of this Note or of the Indenture shallalter or impair the obligation of the Issuer which is absolute andunconditional, to pay the principal of, premium, if any, and interest on thisNote in the manner, at the respective times, at the rate and in the coin orcurrency herein prescribed.

 

                Notwithstanding any other provision of theIndenture to the contrary, no recourse shall be had, whether by levy orexecution or otherwise, for the payment of any sums due under the Securities,including, without limitation, the principal of, premium, if any, or interestpayable under the Securities, or for the payment or performance of anyobligation under, or for any claim based on, the Indenture or otherwise inrespect thereof, against any partner of the Issuer, whether limited or general,including Simon Property Group, Inc., or such partner’s assets or against anyprincipal, shareholder, officer, director, trustee or employee of suchpartner.  It is expressly understoodthat the sole remedies under the Securities and the Indenture or under anyother document with respect to the Securities, against such parties withrespect to such amounts, obligations or claims shall be against the Issuer.

 

                This Note is issuable only in registered formwithout Coupons in denominations of $1,000 and integral multiples thereof. ThisNote may be exchanged for a like aggregate principal amount of Notes of otherauthorized denominations at the office or agency of the Issuer in The Boroughof Manhattan, The City of New York, in the manner and subject to thelimitations provided in the Indenture, but without the payment of any servicecharge, except for any tax or other governmental charge imposed in connectiontherewith.

 

                Upon due presentment for registration oftransfer of this Note at the office or agency of the Issuer in The Borough ofManhattan, The City of New York, one or more new Notes of authorizeddenominations in an equal aggregate principal amount will be issued to thetransferee in exchange therefor, subject to the limitations provided in theIndenture, without charge, except for any tax or other governmental chargeimposed in connection therewith.

 

                The Issuer, the Trustee and any authorizedagent of the Issuer or the Trustee may deem and treat the Person in whose namethis Note is registered as the absolute owner of this Note (whether or not thisNote shall be overdue and notwithstanding any notation of ownership or otherwriting hereon), for the purpose of receiving payment of, or on account of, theprincipal and any premium hereof or hereon, and subject to the provisions onthe face hereof, interest hereon, and for all other purposes, and neither theIssuer nor the Trustee nor any authorized agent of the Issuer or the Trusteeshall be affected by any notice to the contrary.

 

                This Note,including the validity hereof, and the Indenture shall be governed by andconstrued in accordance with the laws of the State of New York, and forall purposes shall be construed in accordance with the laws of such state,except as may otherwise be required by mandatory provisions of law.

 

                Capitalized terms used herein which are nototherwise defined shall have the respective meanings assigned to them in theIndenture and the Ninth Supplemental Indenture referred to herein.