Exhibit 4.2


 


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
  CA 3

  	
  [ ]

  
	
  ISIN NO. US
  828807CA39

  	
   

  



 


SIMON PROPERTY GROUP,
L.P.


 


10.35% Note due 2019


 


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 April 1, 2019 (the “Maturity Date”),
unless earlier redeemed as described on the reverse hereof, and to pay interest
on the outstanding principal amount hereof from March 25, 2009,
semi-annually in arrears on April 1 and October 1 of each year (each,
an “Interest Payment Date”), commencing on October 1, 2009, at the rate of
10.35% 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 March 25, 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-First Supplemental Indenture hereinafter referred to.


 

















 


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


 


	
  Dated:
  March 25, 2009

  	
   

  
	
   

  	
   

  
	
   

  	
  SIMON
  PROPERTY GROUP, L.P.

  
	
   

  	
  as Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: SIMON
  PROPERTY GROUP, INC.

  
	
   

  	
        its sole General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Stephen E. Sterrett

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and Chief

  
	
   

  	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  James M. Barkley

  	
   

  
	
   

  	
  Title:

  	
  General Counsel
  and Secretary

  	
   

  
									



 

















 


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

  



 

















 


REVERSE OF NOTE


 


SIMON PROPERTY GROUP,
L.P.


 


10.35% Note due 2019


 


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-First Supplemental Indenture, dated as of March 25, 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. 10.35% Notes due 2019,
initially limited in aggregate principal amount to $650,000,000 (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 


 

















 


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 


 

















 


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-First Supplemental Indenture referred to herein.


 

















 


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.