Exhibit 4.1


 


SIMON
PROPERTY GROUP, L.P.



ISSUER



TO



THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.



TRUSTEE
















FORM


 


OF


 


TWENTY-SECOND
SUPPLEMENTAL INDENTURE



DATED AS OF MAY 15, 2009
















$600,000,000  6.75% NOTES due 2014





SUPPLEMENT TO INDENTURE,

DATED AS OF NOVEMBER 26, 1996,

BETWEEN

SIMON PROPERTY GROUP, L.P.

AND

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

(AS SUCCESSOR TO THE CHASE MANHATTAN BANK),

AS TRUSTEE


 





















 


TABLE OF
CONTENTS


 


	
  ARTICLE I

  	
  DEFINITIONS,
  CREATION, FORMS AND TERMS AND CONDITIONS OF THE SECURITIES

  	
  1

  
	
  SECTION 1.01.Definitions

  	
  1

  
	
  SECTION 1.02.Creation
  of the Notes

  	
  3

  
	
  SECTION 1.03.Form of
  the Notes

  	
  3

  
	
  SECTION 1.04.Terms
  and Conditions of the Notes

  	
  3

  
	
  ARTICLE II

  	
  COVENANTS FOR BENEFIT OF HOLDERS OF NOTES; EVENTS AND
  NOTICE OF DEFAULT

  	
  5

  
	
  SECTION 2.01.Covenants
  for Benefit of Holders of Notes

  	
  5

  
	
  SECTION 2.02.Definitions

  	
  5

  
	
  SECTION 2.03.Events
  of Default

  	
  7

  
	
  SECTION 2.04.Notice
  of Defaults

  	
  8

  
	
  ARTICLE III

  	
  TRANSFER AND EXCHANGE

  	
  8

  
	
  SECTION 3.01.Transfer and
  Exchange

  	
  8

  
	
  ARTICLE IV

  	
  LEGENDS

  	
  9

  
	
  SECTION 4.01.Legends

  	
  9

  
	
  ARTICLE V

  	
  TRUSTEE

  	
  9

  
	
  SECTION 5.01.Corporate
  Trust Office

  	
  9

  
	
  SECTION 5.02.Recitals
  of Fact

  	
  10

  
	
  SECTION 5.03.Successor

  	
  10

  
	
  ARTICLE VI

  	
  MISCELLANEOUS PROVISIONS

  	
  10

  
	
  SECTION 6.01.Ratification
  of Original Indenture

  	
  10

  
	
  SECTION 6.02.Effect
  of Headings

  	
  10

  
	
  SECTION 6.03.Successors
  and Assigns

  	
  10

  
	
  SECTION 6.04.Separability
  Clause

  	
  10

  
	
  SECTION 6.05.Governing
  Law

  	
  10

  
	
  SECTION 6.06.Counterparts

  	
  10

  



 


i





















 


EXHIBITS


 


EXHIBIT A                           Form of
Global Note


EXHIBIT B                            Form of
Certificated Note


 


ii





















 


TWENTY-SECOND SUPPLEMENTAL INDENTURE,
dated as of May 15, 2009 (the “Twenty-Second Supplemental Indenture”),
between SIMON PROPERTY GROUP, L.P. (formerly known as Simon DeBartolo Group,
L.P.), a Delaware limited partnership (the “Issuer” or the “Operating
Partnership”), having its principal offices at 225 West Washington Street,
Indianapolis, Indiana 46204, and THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A. (as successor to The Chase Manhattan Bank), a national banking association
organized and existing under the laws of the United States of America, as
trustee (the “Trustee”), having its Corporate Trust Office at 2 North LaSalle
Street, Suite 1020, Chicago, Illinois 60602.


 


RECITALS


 


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


 


WHEREAS, on December 31,
1997 the Guarantor was merged into the Issuer as contemplated under the
Indenture;


 


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


 


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


 


WHEREAS, the Issuer intends by
this Twenty-Second Supplemental Indenture to create and provide for the
following series of debt securities:


 


Simon Property Group, L.P. 6.75% Notes due 2014 (the “Notes”)
initially in an aggregate principal amount of $600,000,000;


 


WHEREAS, the Board of Directors
of Simon Property Group, Inc., the general partner of the Issuer, has
approved the creation of the Notes and the forms, terms and conditions thereof
pursuant to Sections 301 and 1701 of the Original Indenture; and


 


WHEREAS, all actions required to
be taken under the Original Indenture with respect to this Twenty-Second
Supplemental Indenture have been taken.


 


NOW, THEREFORE, IT IS AGREED:


 


ARTICLE I



DEFINITIONS, CREATION, FORMS AND

TERMS AND CONDITIONS OF THE SECURITIES


 


SECTION 1.01.      Definitions.  Capitalized terms used in this Twenty-Second
Supplemental Indenture and not otherwise defined shall have the meanings
ascribed to them in the Original Indenture. 
Certain terms, used principally in Article II of this Twenty-Second
Supplemental Indenture, are defined in that Article.  In addition, the following terms shall have
the following meanings to be equally applicable to both the singular and the
plural forms of the terms defined:


 





















 


“Business Day”
means any day, other than a Saturday or Sunday, on which banking institutions
in The City of New York are open for business.


 


“Certificated Notes”
has the meaning set forth in Article III.


 


“Closing Date”
means May 15, 2009.


 


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


 


“DTC” means The
Depository Trust Company, its nominees and their successors and assigns.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended from time to time.


 


“Global Note”
means a permanent fully-registered global note in book-entry form, without
coupons, substantially in the form of Exhibit A attached hereto.


 


“Indenture”
means the Original Indenture as supplemented by this Twenty-Second Supplemental
Indenture.


 


“Interest Payment Date”  has the meaning set forth in Section 1.04(c).


 


“Issuer” has the
meaning set forth in the Recitals hereto.


 


“Make-Whole Amount”
means, in connection with any optional redemption or accelerated payment of any
Notes, the excess, if any, of (i) the aggregate present value, as of the
date of such redemption or accelerated payment, of each Dollar of principal
being redeemed or paid and the amount of interest (exclusive of interest
accrued to the date of redemption or accelerated payment) that would have
been payable in respect of each such Dollar if such redemption 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 redemption or accelerated
payment is given, from the respective dates on which such principal and
interest would have been payable if such redemption or accelerated payment had
not been made, to the date of redemption or accelerated payment, over (ii) the
aggregate principal amount of the Notes being redeemed or accelerated.


 


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


 


“Operating Partnership”
has the meaning set forth in the Recitals hereto.


 


“Original Indenture”
has the meaning set forth in the Recitals hereto.


 


“Prior Supplemental
Indentures” has the meaning set forth in Section 2.01.


 


“Redemption Price”  has the meaning set forth in Section 1.04(d).


 


“Regular Record Date”  has the meaning set forth in Section 1.04(c).


 


“Reinvestment Rate”
means, in connection with any optional redemption or accelerated payment of any
Notes, the yield on treasury securities at a constant maturity corresponding to
the remaining life (as of the date of redemption or accelerated payment, and
rounded to the nearest month) to Stated Maturity of the principal being
redeemed (the “Treasury Yield”), plus 0.50%. 
For purposes hereof, the Treasury Yield shall be equal to the arithmetic
mean of the yields published in the Statistical Release under the heading “Week
Ending” for “U.S. Government Securities — Treasury Constant Maturities” with a 


 


2





















 


maturity equal to such
remaining life; provided, that if no published maturity exactly
corresponds to such remaining life, then the Treasury Yield shall be
interpolated or extrapolated on a straight-line basis from the arithmetic means
of the yields for the next shortest and next longest published maturities,
rounding each of such relevant periods to the nearest month.  For purposes of calculating the Reinvestment
Rate, the most recent Statistical Release published prior to the date of
determination of the Make-Whole Amount shall be used.  If the format or content of the Statistical Release
changes in a manner that precludes determination of the Treasury Yield in the
above manner, then the Treasury Yield shall be determined in the manner that
most closely approximates the above manner, as reasonably determined by the
Operating Partnership.


 


“Securities Act”
means the Securities Act of 1933, as amended from time to time.


 


“Statistical Release”
means the statistical release designated “H.15(519)” or any successor
publication which is published weekly by the Federal Reserve System and which
reports yields on actively traded United States government securities adjusted
to constant maturities, or, if such statistical release is not published at the
time of any required determination, then such other reasonably comparable index
which shall be designated by the Operating Partnership.


 


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


 


“Underwriters” means, collectively, Citigroup Global
Markets Inc., Deutsche Bank Securities Inc., Goldman, Sachs & Co., UBS
Securities LLC, Calyon Securities (USA) Inc., ING Financial Markets LLC,
Mitsubishi UFJ Securities (USA), Inc., RBC Capital Markets Corporation,
Scotia Capital (USA) Inc. and U.S. Bancorp Investments, Inc..


 


“Underwriting Agreement”
means the Underwriting Agreement, dated May 11, 2009, among the Operating
Partnership and those Underwriters executing such agreement, as representatives
for the other  Underwriters named
therein.


 


SECTION 1.02.      Creation of the Notes.  In accordance with Section 301 of the
Original Indenture, the Issuer hereby creates the Notes as a separate series of
its securities issued pursuant to the Indenture.  The Notes shall be issued initially in an
aggregate principal amount of $600,000,000, except as permitted by Sections 301,
304, 305 or 306 of the Original Indenture.


 


SECTION 1.03.      Form of the Notes.  The Notes
shall be issued in the form of one or more Global Notes, duly executed
by the Operating Partnership and authenticated by the Trustee without the
necessity of the reproduction thereon of the corporate seal of the General
Partner (as defined in the Original Indenture), which shall be deposited with, or on behalf of, DTC and registered in the
name of “Cede & Co.,” as the nominee of DTC.  The Notes shall be substantially in the form
of Exhibit A attached hereto.  So
long as DTC, or its nominee, is the registered owner of a Global Note, DTC or
its nominee, as the case may be, shall be considered the sole owner or Holder
of the Notes represented by such Global Notes for all purposes under the
Indenture.  Ownership of beneficial
interests in such Global Notes shall be shown on, and transfers thereof will be
effected only through, records maintained by DTC (with respect to beneficial
interests of participants) or by participants or Persons that hold interests
through participants (with respect to beneficial interests of beneficial
owners).


 


SECTION 1.04.      Terms and Conditions of the Notes.  The Notes shall be governed by all the terms
and conditions of the Original Indenture, as supplemented by this Twenty-Second
Supplemental Indenture.  In particular,
the following provisions shall be terms of the Notes:


 


3





















 


(a)           Title and Aggregate Principal
Amount.  The title of the Notes shall
be as specified in the Recitals; and the aggregate principal amount of the
Notes shall be as specified in Section 1.02 of this Twenty-Second
Supplemental Indenture, except as permitted by Sections 301, 304, 305 or 306 of
the Original Indenture.


 


(b)           Stated Maturity.  The Notes shall mature, and the unpaid
principal thereon shall be payable, on May 15, 2014, subject to the
provisions of the Original Indenture and Section 1.04(d) below.


 


(c)           Interest.  The rate per annum at which interest shall be
payable on the Notes shall be 6.75%. 
Interest on the Notes shall be payable semi-annually in arrears on each May 15
and November 15, commencing on November 15, 2009 (each, an “Interest
Payment Date”), to the Persons in whose names the applicable Notes are
registered in the Security Register applicable to the Notes at the close of
business on the 15th calendar day immediately prior to the
applicable Interest Payment Date regardless of whether such day is a Business
Day (each, a “Regular Record Date”). 
Interest on the Notes shall be computed on the basis of a 360-day year
of twelve 30-day months.  Interest on the
Notes shall accrue from and including May 15, 2009.


 


(d)           Sinking Fund, Redemption or
Repayment.  No sinking fund shall be
provided for the Notes and the Notes shall not be repayable at the option of the
Holders thereof prior to Stated Maturity. 
The Notes may be redeemed at any time at the option of the Issuer, in
whole or from time to time in part, at a redemption price equal to the sum of (i) 100%
of the principal amount of the Notes being redeemed plus accrued interest
thereon to the Redemption Date and (ii) the Make-Whole Amount, if any,
with respect to such Notes (collectively, the “Redemption Price”), all in
accordance with the provisions of Article XI of the Original Indenture;
provided, however, that if the Notes are redeemed on or after 90 days prior to
the Stated Maturity of the Notes, the 
Redemption Price shall not include the Make-Whole Amount.


 


If notice of redemption has been given as provided in
the Original Indenture and funds for the redemption of any Notes called for
redemption shall have been made available on the Redemption Date referred to in
such notice, such Notes shall cease to bear interest on the Redemption Date and
the only right of the Holders of the Notes from and after the Redemption Date
shall be to receive payment of the Redemption Price upon surrender of such
Notes in accordance with such notice.


 


(e)           Registration and Form.  The Notes shall be issuable as Registered
Securities as provided in Section 1.03 of this Twenty-Second Supplemental
Indenture.  The Notes shall be issued and
may be transferred only in minimum denominations of $2,000 and integral
multiples of $1,000 in excess thereof. 
All payments of principal, premium, if any, and interest in respect of
the Notes shall be made by the Issuer in immediately available funds.


 


(f)            Defeasance and Covenant
Defeasance.  The provisions for
defeasance in Section 1402 of the Original Indenture, and the provisions
for covenant defeasance (which provisions shall apply, without limitation, to
the covenants set forth in Article II of this Twenty-Second Supplemental
Indenture) in Section 1403 of the Original Indenture, shall be
applicable to the Notes.


 


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


 


4





















 


(h)           Further Issues.  Notwithstanding anything to the contrary
contained herein or in the Original Indenture, the Issuer may, from time to
time, without the consent of or notice to the Holders, create and issue further
securities under the Indenture having the same terms and conditions as the
Notes in all respects, except for issue date, issue price and, to the extent
applicable, first payment of interest. 
Additional securities issued in this manner shall be consolidated with
and shall form a single series with the previously outstanding Notes.  Notice of any such issuance shall be given to
the Trustee and a new supplemental indenture shall be executed in connection
with the issuance of such additional securities.


 


(i)            Other Terms and Conditions.  The Notes shall have such other terms and
conditions as provided in the form thereof attached as Exhibit A.


 


ARTICLE II


 


COVENANTS FOR BENEFIT OF
HOLDERS OF NOTES;

EVENTS AND NOTICE OF DEFAULT


 


SECTION 2.01.             Covenants
for Benefit of Holders of Notes.  In addition to the covenants set forth in Article X
of the Original Indenture, there are established pursuant to Section 901(2) of
the Original Indenture the following covenants for the benefit of the Holders
of the Notes and to which the Notes shall be subject.  Furthermore, the covenants set forth in Article II
of any Supplemental Indenture dated prior to June 7, 2005 (“Prior
Supplemental Indentures”) as the same may be amended or modified from time
to time hereafter shall apply to the Notes only for so long as any Securities
issued pursuant to any Prior Supplemental Indentures remain outstanding.


 


(a)           Limitation on Debt.  As of each Reporting Date (as defined below),
Debt (as defined below) shall not exceed 65% of Total Assets (as defined
below).


 


(b)           Limitation on Secured Debt.  As of each Reporting Date, Secured Debt (as
defined below) shall not exceed 50% of Total Assets.


 


(c)           Fixed Charge Coverage Ratio.  For the four consecutive quarters ending on
each Reporting Date, the ratio of Annualized EBITDA (as defined below) to
Annualized Interest Expense (as defined below) shall be at least 1.50
to 1.00.


 


(d)           Maintenance of Unencumbered Assets.  As of each Reporting Date, Unencumbered
Assets (as defined below) shall be at least 125% of Unsecured Debt (as
defined below).


 


SECTION 2.02.             Definitions.  As used herein:


 


“Annualized EBITDA”
means, for the four consecutive quarters ending on each Reporting Date, the
Operating Partnership’s Pro Rata Share (as defined below) of earnings
before interest, taxes, depreciation and amortization (“EBITDA”), with other
adjustments as are necessary to exclude the effect of all realized or
unrealized gains and losses related to hedging obligations, items classified as
extraordinary items and impairment charges in accordance with generally
accepted accounting principles, adjusted to reflect the assumption that (i) any
EBITDA related to any assets acquired or placed in service since the first day
of such four-quarter period had been earned, on an annualized basis, from the
beginning of such period, and (ii) any assets disposed of during such
four-quarter period had been disposed of as of the first day of such period and
no EBITDA related to such assets had been earned during such period.


 


5





















 


“Annualized Interest
Expense” means, for the four consecutive quarters ending on each
Reporting Date, the Operating Partnership’s Pro Rata Share of interest expense,
with other adjustments as are necessary to exclude the effect of items
classified as extraordinary items, in accordance with generally accepted
accounting principles, reduced by amortization of debt issuance costs and
adjusted to reflect the assumption that (i) any interest expense related
to indebtedness incurred since the first day of such four-quarter period is
computed as if such indebtedness had been incurred as of the beginning of such
period, and (ii) any interest expense related to indebtedness that was
repaid or retired since the first day of such four-quarter period is computed
as if such indebtedness had been repaid or retired as of the beginning of such
period (except that, in making such computation, the amount of interest expense
related to indebtedness under any revolving credit facility shall be computed
based upon the average daily balance of such indebtedness during such
four-quarter period).


 


“Capitalization Rate”
means 7.00%.


 


“Capitalized Value”
means, as of any date, Annualized EBITDA divided by the Capitalization Rate.


 


“Company” means
Simon Property Group, Inc., a Delaware corporation and the sole general
partner of the Operating Partnership.


 


“Debt” means the
Operating Partnership’s Pro Rata Share of the aggregate principal amount of
indebtedness in respect of (i) borrowed money evidenced by bonds, notes,
debentures or similar instruments, as determined in accordance with generally
accepted accounting principles, (ii) indebtedness secured by any mortgage,
pledge, lien, charge, encumbrance or any security interest existing on property
owned by the Operating Partnership or any Subsidiary directly, or indirectly
through unconsolidated joint ventures, as determined in accordance with
generally accepted accounting principles, (iii) reimbursement obligations
in connection with any letters of credit actually issued and called, (iv) any
lease of property by the Operating Partnership or any Subsidiary as lessee
which is reflected in the Operating Partnership’s balance sheet as a
capitalized lease, in accordance with generally accepted accounting principles;
provided, that Debt also includes, to the extent not otherwise included,
any obligation by the Operating Partnership or any Subsidiary to be liable for,
or to pay, as obligor, guarantor or otherwise, items of indebtedness of another
Person (other than the Operating Partnership or any Subsidiary) described
in clauses (i) through (iv) above (or, in the case of any such
obligation made jointly with another Person, the Operating Partnership’s or
Subsidiary’s allocable portion of such obligation based on its ownership
interest in the related real estate assets); and provided, further,
that Debt excludes Intercompany Debt (as defined below).


 


“Intercompany Debt”
means Debt to which the only parties are the Company, the Operating Partnership
and any of their Subsidiaries or affiliates (but only so long as such Debt is
held solely by any of the Company, the Operating Partnership and any Subsidiary
or affiliate) and provided that, in the case of Debt owed by the Operating
Partnership to any Subsidiary or affiliate, the Debt is subordinated in right
of payment to the Notes.


 


“Pro Rata Share”
means any applicable figure or measure of the Operating Partnership and its
Subsidiaries on a consolidated basis, less any portion attributable to minority
interests, plus the Operating Partnership’s or its Subsidiaries’ allocable
portion of such figure or measure, based on their ownership interest, of
unconsolidated joint ventures.


 


“Reporting Date”
means March 31, June 30, September 30 and December 31 of
each year.


 


6





















 


“Secured Debt”
means Debt secured by any mortgage, lien, pledge, encumbrance or security
interest of any kind upon any of the property of the Operating Partnership or
any Subsidiary.


 


“Stabilized Asset”
means (i) with respect to an acquisition of an asset, such asset becomes
stabilized when the Operating Partnership or its Subsidiaries or an
unconsolidated joint venture in which the Operating Partnership or any
Subsidiary has an interest has owned the asset as of at least six Reporting
Dates, and (ii) with respect to a new construction or development asset,
such asset becomes stabilized four Reporting Dates after the earlier of (a) six
Reporting Dates after substantial completion of construction or development or (b) the
first Reporting Date on which the asset is at least 90% leased.


 


“Total Assets”
means, as of any Reporting Date, the sum of (i) for Stabilized Assets,
Capitalized Value; (ii) for all other assets of the Operating Partnership
and its Subsidiaries, the Operating Partnership’s Pro Rata Share of
undepreciated book value as determined in accordance with generally accepted
accounting principles; and (iii) the Operating Partnership’s Pro Rata
Share of cash and cash equivalents.


 


“Unencumbered Annualized
EBITDA” means Annualized EBITDA less any portion thereof
attributable to assets serving as collateral for Secured Debt.


 


“Unencumbered Assets”
as of any Reporting Date shall be equal to Total Assets as of such date
multiplied by a fraction, the numerator of which is Unencumbered Annualized EBITDA
and the denominator of which is Annualized EBITDA.


 


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


 


SECTION 2.03.    Events of Default.  For the purposes of the Notes, Section 501
of the Original Indenture is hereby amended by, supplemented with, and where
inconsistent replaced by, the following provisions; provided, however, that Section 501
of the Original Indenture, as the same may be amended or modified from time to
time hereafter, shall also apply to the Notes only for so long as any
Securities issued pursuant to any Prior Supplemental Indentures remain
outstanding:


 


(a)           Section 501(4) of the
Original Indenture is replaced in its entirety by the following:


 


“(4)        default in the performance, or breach,
of any covenant or warranty of the Issuer in this Indenture with respect to any
Security of that series (other than a covenant or warranty a default in whose
performance or whose breach is elsewhere in this Section specifically
dealt with), and continuance of such default or breach for a period of 90 days
after there has been given, by registered or certified mail, to the Issuer by
the Trustee or to the Issuer and the Trustee by the Holders of at least 25% in
principal amount of the Outstanding Securities of that series a written notice
specifying such default or breach and requiring it to be remedied and stating
that such notice is a “Notice of Default” hereunder; or”


 


(b)           Section 501(5) of the
Original Indenture is replaced in its entirety by the following:


 


“(5)        a default under any evidence of recourse
indebtedness of the Issuer, or under any mortgage, indenture or other
instrument of the Issuer (including a default with respect to Securities of any
series other than that series) under which there may be issued


 


7
















 


or by which there may be
secured any recourse indebtedness of the Issuer (or of any Subsidiary, the
repayment of which the Issuer has guaranteed or for which the Issuer is
directly responsible or liable as obligor or guarantor), whether such
indebtedness now exists or shall hereafter be created, which default shall
constitute a failure to pay an aggregate principal amount exceeding $50,000,000
of such indebtedness when due and payable after the expiration of any
applicable grace period with respect thereto and shall have resulted in such
indebtedness in an aggregate principal amount exceeding $50,000,000 becoming or
being declared due and payable prior to the date on which it would otherwise
have become due and payable, without such indebtedness having been discharged,
or such acceleration having been rescinded or annulled, within a period of 30
days after there shall have been given, by registered or certified mail, to the
Issuer by the Trustee or to the Issuer and the Trustee by the Holders of at
least 25% in principal amount of the Outstanding Securities of that series a
written notice specifying such default and requiring the Issuer to cause such
indebtedness to be discharged or cause such acceleration to be rescinded or
annulled and stating that such notice is a “Notice of Default” hereunder; or”


 


SECTION 2.04.    Notice of Defaults.  For the purposes of the Notes, Section 601
of the Original Indenture is hereby replaced in its entirety by the following;
provided, however, that Section 601 of the Original Indenture, as the same
may be amended or modified from time to time hereafter, shall also apply to the
Notes only for so long as any Securities issued pursuant to any Prior
Supplemental Indentures remain outstanding:


 


“Notice of Defaults.  Within 90 days after the occurrence of any
default hereunder with respect to the Securities of any series, the Trustee
shall transmit in the manner and to the extent provided in TIA Section 313(c),
notice of such default hereunder known to the Trustee, unless such default shall
have been cured or waived; provided, however, that, except in the case of a
default in the payment of the principal of (or premium, if any) or
interest on or any Additional Amounts with respect to any Security of such
series, or in the payment of any sinking fund installment with respect to the
Securities of such series, the Trustee shall be protected in withholding such
notice if an so long as a trust committee of Responsible Officers of the
Trustee in good faith determine that the withholding of such notice is in the
interests of the Holders of the Securities and Coupons of such series; and
provided further that in the case of any default or breach of the character
specified in Section 501(4) with respect to the Securities and
Coupons of such series, no such notice to Holders shall be given until at least
90 days after the occurrence thereof. 
For the purpose of this Section, the term “default” means any event
which is, or after notice or lapse of time or both would become, an Event of
Default with respect to the Securities of such series.”


 


ARTICLE III



TRANSFER AND EXCHANGE


 


SECTION 3.01.     Transfer and Exchange.


 


(a)           The Global Notes shall be exchanged
by the Operating Partnership for one or more Notes in definitive, fully
registered certificated form, without coupons, substantially in the form of Exhibit B
hereto (the “Certificated Notes”) if (i) DTC (1) has notified the
Operating Partnership that it is unwilling or unable to continue as, or ceases
to be, a clearing agency registered under Section 17A of the Exchange Act
and (2) a successor to DTC registered as a clearing agency under Section 17A
of the 


 


8

















 


Exchange Act is not able to be appointed by the
Operating Partnership within 90 calendar days or (ii) DTC is at any time
unwilling or unable to continue as depositary and the Operating Partnership is
not able to appoint a successor to DTC within 90 calendar days.  If an Event of Default occurs and is
continuing, the Operating Partnership shall, at the request of the Trustee or
the Holder thereof, exchange all or part of the applicable Global Note, for one
or more Certificated Notes, as applicable. 
In addition, beneficial interests in a Global Note may be exchanged for
Certificated Notes upon request but only upon at least 30 calendar days’ prior
written notice given to the Trustee by or on behalf of DTC in accordance with
customary procedures.  Whenever a Global
Note is exchanged for one or more Certificated Notes, it shall be surrendered
by the Holder thereof to the Trustee and cancelled by the Trustee.  All Certificated Notes issued in exchange for
a Global Note, a beneficial interest therein or a portion thereof shall be
registered in such names, and delivered, as DTC shall instruct the Trustee.


 


(b)           Any Holder of a Global Note shall, by
acceptance of such Global Note, agree that transfers of beneficial interests in
such Global Note may be effected only through a book-entry system maintained by
such Holder (or its agent), and that, subject to the immediately preceding
paragraph, ownership of a beneficial interest in the Notes represented thereby
shall be required to be reflected in book-entry form.  Transfers of a Global Note shall be limited
to transfers in whole and not in part, to DTC, its successors and their
respective nominees.  Interests of
beneficial owners in a Global Note shall be transferred in accordance with the rules and
procedures of DTC (or its successors).


 


ARTICLE IV



LEGENDS


 


SECTION 4.01.    Legends.  Each Global Note shall bear the following
legends on the face thereof:


 


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


 


UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN
WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS CERTIFICATE MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE THEREOF OR BY A NOMINEE
THEREOF TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A
SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR.


 


ARTICLE V



TRUSTEE


 


SECTION 5.01.    Corporate Trust Office.  The Trustee is appointed as the principal
paying agent, transfer agent and registrar for the Notes and for the purposes
of Section 1002 of the Indenture. 
The Notes may be presented for payment at the Corporate Trust Office of
the Trustee or at any other agency 


 


9

















 


as may be appointed from time to time by the Operating
Partnership in The City of New York or the City of Chicago.


 


SECTION 5.02.      Recitals of Fact.  The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Twenty-Second Supplemental Indenture or the due execution thereof by the
Issuer.  The recitals of fact contained
herein shall be taken as the statements solely of the Issuer and the Trustee
assumes no responsibility for the correctness thereof.


 


SECTION 5.03.      Successor.  Any corporation or association into which the
Trustee may be merged or converted or with which it may be consolidated, or any
corporation or association resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation or
association to which all or substantially all of the corporate trust business
of the Trustee may be sold or otherwise transferred, shall be the successor
trustee hereunder without any further act.


 


ARTICLE VI


 


MISCELLANEOUS PROVISIONS


 


SECTION 6.01.      Ratification of Original Indenture.  This Twenty-Second Supplemental Indenture is
executed and shall be construed as an indenture supplemental to the Original
Indenture, and as supplemented and modified hereby, the Original Indenture is
in all respects ratified and confirmed, and the Original Indenture and this
Twenty-Second Supplemental Indenture shall be read, taken and construed as one
and the same instrument.


 


SECTION 6.02.      Effect of Headings.  The Article and Section headings
herein are for convenience only and shall not affect the construction hereof.


 


SECTION 6.03.      Successors and Assigns.  All covenants and agreements in this
Twenty-Second Supplemental Indenture by the Issuer shall bind its successors
and assigns, whether so expressed or not.


 


SECTION 6.04.      Separability Clause.  In case any one or more of the provisions
contained in this Twenty-Second Supplemental Indenture shall for any reason be
held to be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.


 


SECTION 6.05.      Governing Law.  This Twenty-Second Supplemental Indenture
shall be governed by and construed in accordance with the laws of the State of
New York.  This Twenty-Second
Supplemental Indenture is subject to the provisions of the Trust Indenture Act
that are required to be part of this Twenty-Second Supplemental Indenture and
shall, to the extent applicable, be governed by such provisions.


 


SECTION 6.06.      Counterparts.  This Twenty-Second Supplemental Indenture may
be executed in any number of counterparts, and each of such counterparts shall
for all purposes be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument.


 


* * * *


 


10

















 


IN WITNESS WHEREOF, the parties
hereto have caused this Twenty-Second Supplemental Indenture to be duly
executed all as of the date first above written.


 


	
   

  	
  SIMON
  PROPERTY GROUP, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Simon Property Group, Inc.,

  its sole General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Stephen E. Sterrett

  
	
   

  	
   

  	
  Title: Executive Vice President and Chief Financial
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


Exhibit A


 


FORM OF GLOBAL NOTE


 


[FACE OF GLOBAL NOTE]


 


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


 


UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN
WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS CERTIFICATE MAY NOT
BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE THEREOF OR BY A NOMINEE
THEREOF TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A
SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR.


 


	
  REGISTERED

  	
   

  	
  REGISTERED

  
	
  NO. [ ]

  	
   

  	
  PRINCIPAL AMOUNT

  
	
  CUSIP NO. 828807
  CB 1

  	
   

  	
  $[]

  
	
  ISIN NO.
  US828807CB12

  	
   

  	
   

  



 


SIMON PROPERTY GROUP,
L.P.


 


6.75% Note due 2014


 


Simon Property Group, L.P., a Delaware limited
partnership (the “Issuer,” which term includes any successor under the
Indenture (as defined below)), for value received, hereby promises to pay to
Cede & Co. or its registered assigns, the principal amount of
[PRINCIPAL AMOUNT IN WORDS] dollars on May 15, 2014 (the “Maturity Date”),
unless earlier redeemed as described on the reverse hereof, and to pay interest
on the outstanding principal amount hereof from May 15, 2009,
semi-annually in arrears on May 15 and November 15 of each year
(each, an “Interest Payment Date”), commencing on November 15, 2009, at
the rate of 6.75% per annum, until payment of said principal amount has been
made or duly provided for.


 


The interest so payable and punctually paid or duly
provided for on any Interest Payment Date 
shall be paid to the Holder in whose name this Note (or one or more
predecessor Notes) is registered in the Security Register applicable to
this Note at the close of business on the “Record Date” for such payment, which
shall be the 15th calendar day immediately prior to such
Interest Payment Date, regardless of whether such day is a Business Day (as
defined below).  Any interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date, and may be 


 


A-1

















 


paid to the Holder in
whose name this Note (or one or more predecessor Notes) is registered at the
close of business on a subsequent record date for the payment of such defaulted
interest (which shall be not be more than 15 calendar days and less than 10
calendar days prior to the date of the payment of such defaulted
interest) established by notice given by mail by or on behalf of the
Issuer to the Holders of the Notes not less than 10 calendar days preceding
such subsequent record date, or may be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Notes may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture.  Interest on this Note shall be computed on
the basis of a 360-day year of twelve 30-day months.


 


Interest payable on this Note on any Interest Payment
Date or date of redemption shall be the amount of interest accrued from and
including the immediately preceding Interest Payment Date (or from and
including May 15, 2009, in the case of the initial period) to but
excluding the applicable Interest Payment Date or date of redemption, 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 on a day that is not a
Business Day, the principal, premium, if any, or interest payable with respect
to such Payment Date shall be made on the next succeeding Business 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 and after such Payment Date
to such next succeeding Business Day.  “Business
Day” means any day, other than a Saturday or a Sunday on which banking
institutions in The City of New York are open for business.


 


The principal of this Note payable on the Maturity
Date or earlier date of redemption shall be paid against presentation and
surrender of this Note at the office or agency of the Issuer maintained for
that purpose in The Borough of Manhattan, The City of New York or The City of
Chicago.  The Issuer hereby initially
designates the Corporate Trust Office of the Trustee in The City of New
York  as the office to be maintained by
it where Notes may be presented for payment, registration of transfer or
exchange, and where notices to or demands upon the Issuer in respect of the
Notes or the Indenture referred to on the reverse hereof may be served.


 


Payments of principal, premium, if any, and interest
in respect of this Note shall be made by wire transfer of immediately available
funds in such coin or currency of the United States of America as at the time
of payment is legal tender for the payment of public and private debts.


 


Reference is made to the further provisions of this
Note set forth on the reverse hereof after the Trustee’s Certificate of
Authentication.  Such further provisions
shall for all purposes have the same effect as though fully set forth at this
place.


 


This Note shall not be entitled to the benefits of the
Indenture or be valid or obligatory for any purpose until the Certificate of
Authentication hereon shall have been signed by the Trustee under such
Indenture.


 


Capitalized terms used herein which are not otherwise
defined shall have the respective meanings assigned to them in the Indenture
and the Twenty-Second Supplemental Indenture hereinafter referred to.


 


A-2

















 


IN WITNESS WHEREOF, the Issuer
has caused this instrument to be signed manually or by facsimile by its
authorized officers.


 


	
  Dated:
  May 15, 2009

  	
   

  
	
   

  	
   

  
	
   

  	
  SIMON
  PROPERTY GROUP, L.P.,

  
	
   

  	
  as Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: SIMON
  PROPERTY GROUP, INC.

  
	
   

  	
  its sole General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


A-3

















 


TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


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


 


	
   

  	
  THE BANK OF NEW YORK MELLON
  TRUST COMPANY, N.A.,

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized
  Officer

  



 


A-4






 












 


[REVERSE OF NOTE]


 


SIMON PROPERTY GROUP,
L.P.


 


6.75% Note due 2014


 


This security is one of a duly authorized issue of
debt securities of the Issuer (hereinafter called the “Securities”), issued or
to be issued under and pursuant to an Indenture dated as of November 26,
1996 (herein called the “Indenture”), duly executed and delivered by the Issuer
to The Bank of New York Mellon Trust Company, N.A. (as successor to The Chase
Manhattan Bank), as Trustee (herein called the “Trustee,” which term includes
any successor trustee under the Indenture with respect to the series of
Securities of which this Note is a part), to which Indenture and all indentures
supplemental thereto relating to this Note (including, without limitation, the
Twenty-Second Supplemental Indenture, dated as of May 15, 2009, between
the Issuer and the Trustee) reference is hereby made for a description of
the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Issuer and the Holders of the Securities, and of
the terms upon which the Securities are, and are to be, authenticated and
delivered and for the definition of capitalized terms used hereby and not
otherwise defined.  The Securities may be
issued in one or more series, which different series may be issued in various
aggregate principal amounts, may mature at different times, may bear interest
(if any) at different rates, may be subject to different redemption
provisions (if any), and may otherwise vary as provided in the Indenture or any
indenture supplemental thereto.  This
Security is one of a series designated as the Simon Property Group, L.P. 6.75%
Notes due 2014, initially limited in aggregate principal amount to $600,000,000
(the “Notes”).


 


In case an Event of Default with respect to the Notes
shall have occurred and be continuing, the principal amount of the Notes and
the Make-Whole Amount may be declared, and in certain cases shall automatically
be, accelerated and thereupon become due and payable, in the manner, with the
effect, and subject to the conditions provided in the Indenture.


 


The Notes may be redeemed at any time at the option of
the Issuer, in whole or from time to time in part, at a redemption price equal
to the sum of (i) 100% of the principal amount of the Notes being redeemed
plus accrued interest thereon to the Redemption Date and (ii) the
Make-Whole Amount, if any, with respect to such Notes.  If the Notes are redeemed on or after 90 days
prior to the Maturity Date, the redemption price shall not include the
Make-Whole Amount.  Notice of any
optional redemption shall be given to Holders at their addresses, as shown in
the Security Register for the Notes, not more than 60 nor less than 30 days
prior to the date fixed for redemption. 
The notice of redemption shall specify, among other items, the
redemption price and the principal amount of the Notes to be redeemed.


 


The Indenture contains provisions permitting the
Issuer and the Trustee, with the consent of the Holders of not less than a
majority of the aggregate principal amount of the Securities at the time
Outstanding of all series to be affected (voting as one class), evidenced as
provided in the Indenture, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any supplemental indenture or modifying in any manner the
rights of the Holders of the Securities of each series; provided, however, that
no such supplemental indenture shall, without the consent of the Holder of each
Outstanding Security so affected, (i) change the Stated Maturity of the
principal of, or premium, (if any) or any installment of principal of or
interest on, any Security, or reduce the principal amount thereof or the rate
or amount of interest thereon or any premium payable upon the redemption or
acceleration thereof, or adversely affect any right of repayment at the option
of the Holder of any Security, or change any Place of Payment where, or the
currency or currencies, currency unit or units or composite currency or
currencies in which, the principal of any Security or any premium or interest
thereon is payable, or impair the right to institute suit for the 


 


A-5

















 


enforcement of any such
payment on or after the Stated Maturity thereof, or (ii) reduce the
aforesaid percentage of Securities the Holders of which are required to consent
to any such supplemental indenture, or (iii) reduce the percentage of
Securities the Holders of which are required to consent to any waiver of
compliance with certain provisions of the Indenture or any waiver of certain
defaults and consequences thereunder or to reduce the quorum or voting
requirements set forth in the Indenture, or (iv) effect certain other
changes to the Indenture or any supplemental indenture or in the rights of
Holders of the Securities.  The Indenture
also permits the Holders of a majority in principal amount of the Outstanding
Securities of any series (or, in the case of certain defaults or Events of
Default, all series of Securities), on behalf of the Holders of all the
Securities of such series (or all of the Securities, as the case may be), to
waive compliance by the Issuer with certain provisions of the Indenture and
certain past defaults or Events of Default under the Indenture and their
consequences, prior to any declaration accelerating the maturity of such
Securities, or subject to certain conditions, rescind a declaration of
acceleration and its consequences with respect to such Securities.  Any such consent or waiver by the Holder of
this Note (unless revoked as provided in the Indenture) shall be
conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note that may be issued in exchange or substitution hereof,
irrespective of whether or not any notation thereof is made upon this Note or
such other Note.


 


No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the obligation of 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 respective times, at
the rate and in the coin or currency herein prescribed.


 


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


 


This Note is issuable only in registered form without
coupons in denominations of $2,000 and integral multiples of $1,000 in excess
thereof.  This Note may be exchanged for
a like aggregate principal amount of Notes of other authorized denominations at
the office or agency of the Issuer in The Borough of Manhattan, The City of New
York or The City of Chicago, in the manner and subject to the limitations
provided in the Indenture, but without the payment of any service charge,
except for any tax or other governmental charge imposed in connection
therewith.


 


Upon due presentment for registration of transfer of
this Note at the office or agency of the Issuer in The Borough of Manhattan,
The City of New York or The City of Chicago, one or more new Notes of
authorized denominations in an equal aggregate principal amount shall be issued
to the transferee in exchange therefor, subject to the limitations provided in
the Indenture, without charge, except for any tax or other governmental charge
imposed in connection therewith.


 


The Issuer, the Trustee and any authorized agent of
the Issuer or the Trustee may deem and treat the Person in whose name this Note
is registered as the absolute owner of this Note (whether or not this Note
shall be overdue and notwithstanding any notation of ownership or other writing
hereon), for the purpose of receiving payment of, or on account of, the
principal and any premium hereof or hereon, and subject to the provisions on
the face hereof, interest hereon, and for all other purposes, and neither the 


 


A-6

















 


Issuer nor the Trustee
nor any authorized agent of the Issuer or the Trustee shall be affected by any
notice to the contrary.


 


This Note, including the validity hereof, and the
Indenture shall be governed by and construed in accordance with the laws of the
State of New York, and for all 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 not otherwise
defined shall have the respective meanings assigned to them in the Indenture
and the Twenty-Second Supplemental Indenture referred to herein.


 


A-7

















 


ABBREVIATIONS


 


The following abbreviations, when used in the
inscription on the face of this Note, shall be construed as though they were
written out in full according to applicable laws or regulations:


 


TEN COM — as tenants
in common


UNIF GIFT MIN ACT —
______ Custodian ____(Cust)_________


(minor) under
Uniform Gifts to Minors Act ______________ (State)


TEN ENT — as
tenants by the entireties


JT TEN — as joint
tenants with right of survivorship and not as tenants in common


 


Additional abbreviations may also be used though not
in the above list.


 






 


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto


 


PLEASE INSERT
SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE




 


 





(Please print or typewrite name and address, including
postal zip code of assignee.)


 


this Note and all
rights thereunder and does hereby irrevocably constitute and appoint ______________________
Attorney to transfer this Note on the books of the Trustee, with full power of
substitution in the premises.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice: The
  signature(s) on this Assignment must correspond with the name(s) as
  written upon the face of this Note in every particular, without alteration or
  enlargement or any change whatsoever

  



 


A-8

















 


Exhibit B


 


FORM OF
CERTIFICATED NOTE


 


[FACE OF CERTIFICATED
NOTE]


 


	
  REGISTERED

  	
   

  	
  REGISTERED

  
	
  NO. [ ]

  	
   

  	
  PRINCIPAL AMOUNT

  
	
   

  	
   

  	
  $[]

  



 


SIMON PROPERTY GROUP,
L.P.


 


6.75% Note due 2014


 


Simon Property Group, L.P., a Delaware limited
partnership (the “Issuer,” which term includes any successor under the
Indenture (as defined below)), for value received, hereby promises to pay to
Cede & Co. or its registered assigns, the principal amount of
[PRINCIPAL AMOUNT IN WORDS] dollars on May 15, 2014 (the “Maturity Date”),
unless earlier redeemed as described on the reverse hereof, and to pay interest
on the outstanding principal amount hereof from May 15, 2009,
semi-annually in arrears on May 15 and November 15 of each year
(each, an “Interest Payment Date”), commencing on November 15, 2009, at
the rate of 6.75% per annum, until payment of said principal amount has been
made or duly provided for.


 


The interest so payable and punctually paid or duly
provided for on any Interest Payment Date 
shall be paid to the Holder in whose name this Note (or one or more
predecessor Notes) is registered in the Security Register applicable to
this Note at the close of business on the “Record Date” for such payment, which
shall be the 15th calendar day immediately prior to such
Interest Payment Date, regardless of whether such day is a Business Day (as
defined below).  Any interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such 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 a subsequent record date for the payment of such defaulted interest
(which shall be not be more than 15 calendar days and less than 10 calendar
days prior to the date of the payment of such defaulted
interest) established by notice given by mail by or on behalf of the
Issuer to the Holders of the Notes not less than 10 calendar days preceding
such subsequent record date, or may be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange on
which the Notes may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture.  Interest on this Note shall be computed on
the basis of a 360-day year of twelve 30-day months.


 


Interest payable on this Note on any Interest Payment
Date or date of redemption shall be the amount of interest accrued from and
including the immediately preceding Interest Payment Date (or from and
including May 15, 2009, in the case of the initial period) to but
excluding the applicable Interest Payment Date or date of redemption, 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 on a day that is not a
Business Day, the principal, premium, if any, or interest payable with respect
to such Payment Date shall be made on the next succeeding Business 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 and after such Payment Date
to such next succeeding Business Day.  “Business
Day” means any day, 


 


B-1

















 


other than a Saturday or
a Sunday on which banking institutions in The City of New York are open for
business.


 


The principal of this Note payable on the Maturity
Date or earlier date of redemption shall be paid against presentation and
surrender of this Note at the office or agency of the Issuer maintained for
that purpose in The Borough of Manhattan, The City of New York or The City of
Chicago.  The Issuer hereby initially
designates the Corporate Trust Office of the Trustee in The City of New
York  as the office to be maintained by
it where Notes may be presented for payment, registration of transfer or
exchange, and where notices to or demands upon the Issuer in respect of the
Notes or the Indenture referred to on the reverse hereof may be served.


 


Payments of principal, premium, if any, and interest
in respect of this Note shall be made by wire transfer of immediately available
funds in such coin or currency of the United States of America as at the time
of payment is legal tender for the payment of public and private debts.


 


Reference is made to the further provisions of this
Note set forth on the reverse hereof after the Trustee’s Certificate of
Authentication.  Such further provisions
shall for all purposes have the same effect as though fully set forth at this
place.


 


This Note shall not be entitled to the benefits of the
Indenture or be valid or obligatory for any purpose until the Certificate of
Authentication hereon shall have been signed by the Trustee under such
Indenture.


 


Capitalized terms used herein which are not otherwise
defined shall have the respective meanings assigned to them in the Indenture
and the Twenty-Second Supplemental Indenture hereinafter referred to.


 


B-2

















 


IN WITNESS WHEREOF, the Issuer
has caused this instrument to be signed manually or by facsimile by its
authorized officers.


 


	
  Dated:
  May 15, 2009

  	
   

  
	
   

  	
   

  
	
   

  	
  SIMON
  PROPERTY GROUP, L.P.,

  
	
   

  	
  as Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: SIMON
  PROPERTY GROUP, INC.

  
	
   

  	
  its sole General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
					



 


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TRUSTEE’S CERTIFICATE OF
AUTHENTICATION


 


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


 


	
   

  	
  THE BANK OF NEW YORK MELLON
  TRUST COMPANY, N.A.,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  



 


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[REVERSE OF NOTE]


 


SIMON PROPERTY GROUP,
L.P.


 


6.75% Note due 2014


 


This security is one of a duly authorized issue of
debt securities of the Issuer (hereinafter called the “Securities”), issued or
to be issued under and pursuant to an Indenture dated as of November 26,
1996 (herein called the “Indenture”), duly executed and delivered by the Issuer
to The Bank of New York Mellon Trust Company, N.A. (as successor to The Chase
Manhattan Bank), as Trustee (herein called the “Trustee,” which term includes
any successor trustee under the Indenture with respect to the series of
Securities of which this Note is a part), to which Indenture and all indentures
supplemental thereto relating to this Note (including, without limitation, the
Twenty-Second Supplemental Indenture, dated as of May 15, 2009, between
the Issuer and the Trustee) reference is hereby made for a description of
the rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Issuer and the Holders of the Securities, and of
the terms upon which the Securities are, and are to be, authenticated and
delivered and for the definition of capitalized terms used hereby and not
otherwise defined.  The Securities may be
issued in one or more series, which different series may be issued in various
aggregate principal amounts, may mature at different times, may bear interest
(if any) at different rates, may be subject to different redemption
provisions (if any), and may otherwise vary as provided in the Indenture or any
indenture supplemental thereto.  This
Security is one of a series designated as the Simon Property Group, L.P. 6.75%
Notes due 2014, initially limited in aggregate principal amount to $600,000,000
(the “Notes”).


 


In case an Event of Default with respect to the Notes
shall have occurred and be continuing, the principal amount of the Notes and
the Make-Whole Amount may be declared, and in certain cases shall automatically
be, accelerated and thereupon become due and payable, in the manner, with the
effect, and subject to the conditions provided in the Indenture.


 


The Notes may be redeemed at any time at the option of
the Issuer, in whole or from time to time in part, at a redemption price equal
to the sum of (i) 100% of the principal amount of the Notes being redeemed
plus accrued interest thereon to the Redemption Date and (ii) the
Make-Whole Amount, if any, with respect to such Notes.  If the Notes are redeemed on or after 90 days
prior to the Maturity Date, the redemption price shall not include the
Make-Whole Amount.  Notice of any
optional redemption shall be given to Holders at their addresses, as shown in
the Security Register for the Notes, not more than 60 nor less than 30 days
prior to the date fixed for redemption. 
The notice of redemption shall specify, among other items, the
redemption price and the principal amount of the Notes to be redeemed.


 


The Indenture contains provisions permitting the
Issuer and the Trustee, with the consent of the Holders of not less than a
majority of the aggregate principal amount of the Securities at the time
Outstanding of all series to be affected (voting as one class), evidenced as
provided in the Indenture, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any supplemental indenture or modifying in any manner the
rights of the Holders of the Securities of each series; provided, however, that
no such supplemental indenture shall, without the consent of the Holder of each
Outstanding Security so affected, (i) change the Stated Maturity of the
principal of, or premium, (if any) or any installment of principal of or
interest on, any Security, or reduce the principal amount thereof or the rate
or amount of interest thereon or any premium payable upon the redemption or
acceleration thereof, or adversely affect any right of repayment at the option
of the Holder of any Security, or change any Place of Payment where, or the
currency or currencies, currency unit or units or composite currency or
currencies in which, the principal of any Security or any premium or interest
thereon is payable, or impair the right to institute suit for the 


 


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enforcement of any such
payment on or after the Stated Maturity thereof, or (ii) reduce the
aforesaid percentage of Securities the Holders of which are required to consent
to any such supplemental indenture, or (iii) reduce the percentage of
Securities the Holders of which are required to consent to any waiver of
compliance with certain provisions of the Indenture or any waiver of certain
defaults and consequences thereunder or to reduce the quorum or voting
requirements set forth in the Indenture, or (iv) effect certain other
changes to the Indenture or any supplemental indenture or in the rights of
Holders of the Securities.  The Indenture
also permits the Holders of a majority in principal amount of the Outstanding
Securities of any series (or, in the case of certain defaults or Events of
Default, all series of Securities), on behalf of the Holders of all the
Securities of such series (or all of the Securities, as the case may be), to
waive compliance by the Issuer with certain provisions of the Indenture and
certain past defaults or Events of Default under the Indenture and their
consequences, prior to any declaration accelerating the maturity of such
Securities, or subject to certain conditions, rescind a declaration of
acceleration and its consequences with respect to such Securities.  Any such consent or waiver by the Holder of
this Note (unless revoked as provided in the Indenture) shall be
conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note that may be issued in exchange or substitution hereof,
irrespective of whether or not any notation thereof is made upon this Note or
such other Note.


 


No reference herein to the Indenture and no provision
of this Note or of the Indenture shall alter or impair the obligation of 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 respective times, at
the rate and in the coin or currency herein prescribed.


 


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


 


This Note is issuable only in registered form without
coupons in denominations of $2,000 and integral multiples of $1,000 in excess
thereof.  This Note may be exchanged for
a like aggregate principal amount of Notes of other authorized denominations at
the office or agency of the Issuer in The Borough of Manhattan, The City of New
York or The City of Chicago, in the manner and subject to the limitations
provided in the Indenture, but without the payment of any service charge,
except for any tax or other governmental charge imposed in connection
therewith.


 


Upon due presentment for registration of transfer of
this Note at the office or agency of the Issuer in The Borough of Manhattan,
The City of New York or The City of Chicago, one or more new Notes of
authorized denominations in an equal aggregate principal amount shall be issued
to the transferee in exchange therefor, subject to the limitations provided in
the Indenture, without charge, except for any tax or other governmental charge
imposed in connection therewith.


 


The Issuer, the Trustee and any authorized agent of
the Issuer or the Trustee may deem and treat the Person in whose name this Note
is registered as the absolute owner of this Note (whether or not this Note
shall be overdue and notwithstanding any notation of ownership or other writing
hereon), for the purpose of receiving payment of, or on account of, the
principal and any premium hereof or hereon, and subject to the provisions on
the face hereof, interest hereon, and for all other purposes, and neither the 


 


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Issuer nor the Trustee
nor any authorized agent of the Issuer or the Trustee shall be affected by any
notice to the contrary.


 


This Note, including the validity hereof, and the
Indenture shall be governed by and construed in accordance with the laws of the
State of New York, and for all 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 not otherwise
defined shall have the respective meanings assigned to them in the Indenture
and the Twenty-Second Supplemental Indenture referred to herein.


 


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ABBREVIATIONS


 


The following abbreviations, when used in the
inscription on the face of this Note, shall be construed as though they were
written out in full according to applicable laws or regulations:


 


TEN COM — as tenants
in common


UNIF GIFT MIN ACT —
__________ Custodian ____ (Cust) _______


(minor) under
Uniform Gifts to Minors Act _______________ (State)


TEN ENT — as
tenants by the entireties


JT TEN — as joint
tenants with right of survivorship and not as tenants in common


 


Additional abbreviations may also be used though not
in the above list.


 






 


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto


 


PLEASE INSERT
SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE




 


 





(Please print or typewrite name and address, including
postal zip code of assignee.)


 


this Note and all
rights thereunder and does hereby irrevocably constitute and appoint ____________________
Attorney to transfer this Note on the books of the Trustee, with full power of
substitution in the premises.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice: The
  signature(s) on this Assignment must correspond with the name(s) as
  written upon the face of this Note in every particular, without alteration or
  enlargement or any change whatsoever

  



 


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