Exhibit 4.1


 


SIMON
PROPERTY GROUP, L.P.


 


ISSUER


 


TO


 


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


 


TRUSTEE


 










 


FORM


 


OF


 


TWENTY-FIRST
SUPPLEMENTAL INDENTURE


 


DATED AS
OF MARCH 25, 2009


 










 


$650,000,000  10.35% NOTES due 2019


 


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

  	
  9

  
	
  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-FIRST
SUPPLEMENTAL INDENTURE, dated as of March 25, 2009 (the “Twenty-First
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-First Supplemental Indenture to create and
provide for the following series of debt securities:


 


Simon
Property Group, L.P. 10.35% Notes due 2019 (the “Notes”) initially in an
aggregate principal amount of $650,000,000;


 


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-First 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-First
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-First
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 March 25, 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 single 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-First 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, Banc of America Securities LLC, Goldman, Sachs &
Co., J.P. Morgan Securities Inc., Credit Suisse Securities (USA) LLC and
Greenwich Capital Markets, Inc.


 


“Underwriting Agreement” means the Underwriting Agreement,
dated March 20, 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 $650,000,000, 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 a Global Note, 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 Note for all purposes under the
Indenture.  Ownership of beneficial
interests in such Global Note 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-First Supplemental Indenture.  In particular, the following provisions shall
be terms of the Notes:


 


(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 


 


3





















 


Section 1.02 of this Twenty-First 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 April 1, 2019, 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 10.35%. 
Interest on the Notes shall be payable semi-annually in arrears on each April 1
and October 1, commencing on October 1, 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 March 25, 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-First 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-First 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.


 


(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 


 


4





















 


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.


 


“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


 


5
















 


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.


 


“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 


 


6

















 


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 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 


 


7

















 


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 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, 


 


8

















 


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 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-First Supplemental Indenture or the due


 


9

















 


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


 


SECTION 6.06. Counterparts.  This Twenty-First 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-First 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:  

  
	
   

  	
   

  	
  Title:  

  
	
   

  	
   

  	
   

  
	
   

  	
  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
  CA 3

  	
   

  	
  $[]

  
	
  ISIN NO.
  US828807CA39

  	
   

  	
   

  






 


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 


 


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 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.


 


A-2

















 


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: 

  
	
   

  	
   

  	
  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.


 


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 


 


A-5

















 


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 


 


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-First 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.


 


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, 


 


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-First 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:
  March 25, 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.


 


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 


 


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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 


 


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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-First 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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