Exhibit 4.1


 


SIMON
PROPERTY GROUP, L.P.


 


ISSUER


 


TO


 


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


 


TRUSTEE


 






 


FORM


 


OF


 


TWENTY-THIRD
SUPPLEMENTAL INDENTURE


 


DATED AS
OF AUGUST 11, 2009


 






 


$500,000,000  6.75% NOTES due 2014


 


(Constituting
part of the same series as the series of debt securities designated: “Simon
Property Group L.P. 6.75% Notes due 2014”, which was initially limited to an
aggregate principal amount of $600,000,000 under the Twenty-Second Supplemental
Indenture to the Indenture referred to below, pursuant to which Supplemental
Indenture, Simon Property Group, L.P. issued $600,000,000 aggregate principal
amount of Notes on May 15, 2009)




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

  	
  2

  
	
   

  	
   

  
	
  SECTION 1.01. Definitions

  	
  2

  
	
   

  	
   

  
	
  SECTION 1.02. Creation of the
  August Notes; Aggregate Principal Amount of the Series

  	
  4

  
	
   

  	
   

  
	
  SECTION 1.03. Form of the
  August Notes

  	
  4

  
	
   

  	
   

  
	
  SECTION 1.04. Terms and
  Conditions of the August Notes

  	
  4

  
	
   

  	
   

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

  	
  6

  
	
   

  	
   

  
	
  SECTION 2.01. Covenants for
  Benefit of Holders of Notes

  	
  6

  
	
   

  	
   

  
	
  SECTION 2.02. Definitions

  	
  6

  
	
   

  	
   

  
	
  SECTION 2.03. Events of
  Default

  	
  8

  
	
   

  	
   

  
	
  SECTION 2.04. Notice of
  Defaults

  	
  9

  
	
   

  	
   

  
	
  ARTICLE III          
  TRANSFER AND EXCHANGE

  	
  9

  
	
   

  	
   

  
	
  SECTION 3.01.Transfer and
  Exchange

  	
  9

  
	
   

  	
   

  
	
  ARTICLE IV          
  LEGENDS

  	
  10

  
	
   

  	
   

  
	
  SECTION 4.01. Legends

  	
  10

  
	
   

  	
   

  
	
  ARTICLE V          
  TRUSTEE

  	
  10

  
	
   

  	
   

  
	
  SECTION 5.01. Corporate Trust
  Office

  	
  10

  
	
   

  	
   

  
	
  SECTION 5.02. Recitals of Fact

  	
  10

  
	
   

  	
   

  
	
  SECTION 5.03. Successor

  	
  10

  
	
   

  	
   

  
	
  ARTICLE
  VI            MISCELLANEOUS PROVISIONS

  	
  11

  
	
   

  	
   

  
	
  SECTION 6.01. Ratification of
  Original Indenture

  	
  11

  
	
   

  	
   

  
	
  SECTION 6.02. Effect of
  Headings

  	
  11

  
	
   

  	
   

  
	
  SECTION 6.03. Successors and
  Assigns

  	
  11

  
	
   

  	
   

  
	
  SECTION 6.04. Separability
  Clause

  	
  11

  
	
   

  	
   

  
	
  SECTION 6.05. Governing Law

  	
  11

  
	
   

  	
   

  
	
  SECTION 6.06. Counterparts

  	
  11

  



 


i

















 


EXHIBITS


 


EXHIBIT A                                                                                  Form of Global Note


EXHIBIT B                                                                                    Form of Certificated Note


 


ii

















 


TWENTY-THIRD SUPPLEMENTAL INDENTURE, dated as of August 11, 2009 (the “Twenty-Third
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, pursuant to the Twenty-Second Supplemental Indenture,
dated as of May 15, 2009, between the Issuer and the Trustee (the “Twenty-Second
Supplemental Indenture”), which supplements the Original Indenture,  the Issuer created and provided for a series
of debt securities designated as “Simon Property Group, L.P. 6.75% Notes due
2014” (the “Series”), initially in an aggregate principal amount of
$600,000,000;


 


WHEREAS, pursuant to the Twenty-Second Supplemental
Indenture, the Issuer issued $600,000,000 aggregate principal amount of debt
securities of the Series (the “Initial Notes”) on May 15, 2009;


 


WHEREAS, Section 1.04(h) of the Twenty-Second
Supplemental Indenture provides that the Issuer may, from time to time, create
and issue, without the consent of holders of debt securities of the Series,
additional debt securities under the Original Indenture having the same terms
and conditions as the Initial Notes, in all respects, except for issue date,
issue price and, if applicable, first payment of interest, and that such
additional debt securities shall be consolidated with and shall form a single
series with previously outstanding debt securities of the Series, and that a
new supplemental indenture shall be executed in connection with the issuance of
such additional debt securities;


 


WHEREAS, pursuant to Sections 301 and 901 of the
Original Indenture and Section 1.04(h) of the Twenty-Second
Supplemental Indenture,  the Board of
Directors of Simon Property Group, Inc., the general partner of the
Issuer, has approved the creation and issuance of debt securities (the “August Notes”)
to be represented by the forms set forth herein and having the same terms and
conditions as the Initial Notes, except for the issue price and except that the
issue date of the August Notes shall be the date first above written;


 

















 


WHEREAS, in accordance
with Section 1.04(h) of the Twenty-Second Supplemental Indenture, the
August Notes shall be consolidated with and form a single series with the
Initial Notes (collectively, the “Notes”); and


 


WHEREAS, all actions required to be taken under the Original
Indenture with respect to this Twenty-Third 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-Third 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-Third 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:


 


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


 


“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 August 11, 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 the Twenty-Second Supplemental
Indenture and this Twenty-Third Supplemental Indenture.


 


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


 


“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 


 


2

















 


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
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.


 


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


 


“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.


 


“Twenty-Second Supplemental Indenture” 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


 


3

















 


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 relating to the August Notes, dated August 6,
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 August Notes; Aggregate Principal
Amount of the Series.  In accordance with Section 301 of the
Original Indenture and Section 1.04(h) of the Twenty-Second
Supplemental Indenture, the Issuer hereby creates the August Notes as part
of the same series of its debt securities under the Indenture as the Initial
Notes.  Except as permitted by Sections
301, 304, 305 or 306 of the Original Indenture, the August Notes shall be
issued initially in an aggregate principal amount of $500,000,000.


 


Subject to any further
issuance of debt securities of the Series, the debt securities of the Series shall
be limited to an aggregate principal amount of $1,100,000,000, except as
permitted by Sections 301, 304, 305 or 306 of the Original Indenture.


 


SECTION 1.03.                 Form of the August Notes.  The August 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 August 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 August Notes. 
The August Notes shall be governed by all the terms and conditions
of the Indenture.  In particular, the
following provisions shall be terms of the August Notes:


 


(a)                                  Title and Aggregate Principal Amount. 
The August Notes shall have the same title as the designated title
of the Series; the aggregate principal amount of the August Notes shall be
as specified in Section 1.02 of this Twenty-Third Supplemental Indenture;
and the aggregate principal amount of the Notes shall be the aggregate
principal amount of the debt securities of the Series as specified in Section 1.02
of this Twenty-Third Supplemental Indenture.


 


(b)                                 Stated Maturity. 
The August 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 August Notes shall be
6.75%.  Interest on the August 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 August 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”). 


 


4

















 


Interest on the August Notes shall be computed on
the basis of a 360-day year of twelve 30-day months.  Interest on the August Notes shall
accrue from and including May 15, 2009.


 


(d)                                 Sinking Fund, Redemption or Repayment. 
No sinking fund shall be provided for the August Notes and the August Notes
shall not be repayable at the option of the Holders thereof prior to Stated
Maturity.  The Notes, including the August 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 August Notes shall be issuable as Registered Securities as
provided in Section 1.03 of this Twenty-Third Supplemental Indenture.  The August 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 August 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-Third Supplemental Indenture) in Section 1403 of the
Original Indenture, shall be applicable to the Notes, including the August Notes.


 


(g)                                 Make-Whole Amount Payable Upon
Acceleration.  Upon any acceleration of the Stated Maturity
of the Notes, including the August 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 debt 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 debt 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 debt securities.


 


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


 


5
















 


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, including the August Notes,
and to which the Notes, including the August 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 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%.


 


6

















 


“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 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.


 


7

















 


“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, including the August 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 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”


 


8

















 


SECTION 2.04.                 Notice of Defaults.  For the
purposes of the Notes, including the August 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, 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 


 


9

















 


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, including the August Notes, and for the purposes of Section 1002
of the Indenture.  The Notes, including
the August 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-Third 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.


 


10

















 


ARTICLE VI


 


MISCELLANEOUS PROVISIONS


 


SECTION 6.01.                 Ratification of Original Indenture. 
This Twenty-Third Supplemental Indenture is executed and shall be
construed as an indenture supplemental to the Original Indenture and the
Twenty-Second Supplemental Indenture, and as supplemented and modified hereby
and thereby, the Original Indenture and the Twenty-Second Supplemental
Indenture are in all respects ratified and confirmed, and the Original
Indenture and this Twenty-Third 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-Third 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-Third 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-Third Supplemental Indenture shall be governed by and construed in
accordance with the laws of the State of New York.  This Twenty-Third Supplemental Indenture is
subject to the provisions of the Trust Indenture Act that are required to be
part of this Twenty-Third Supplemental Indenture and shall, to the extent
applicable, be governed by such provisions.


 


SECTION 6.06.                 Counterparts.  This
Twenty-Third 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.


 


* * * *


 


11

















 


IN WITNESS WHEREOF, the parties hereto have caused this Twenty-Third 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
  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.


 


A-2

















 


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


 


Dated:  August 11, 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, and the
Twenty-Third Supplemental Indenture, dated as of August 11, 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,  currently limited in
aggregate principal amount to $1,100,000,000 (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-Third 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, 


 


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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.


 


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


 


Dated:  August 11, 2009


 


	
   

  	
  SIMON
  PROPERTY GROUP, L.P.,

  
	
   

  	
  as Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  SIMON PROPERTY
  GROUP, INC.

  
	
   

  	
   

  	
  its sole General
  Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


B-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

  



 


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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, and the
Twenty-Third Supplemental Indenture, dated as of August 11, 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, currently limited in aggregate principal amount to $1,100,000,000 (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 


 


B-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 


 


B-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-Third Supplemental Indenture referred to herein.


 


B-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

  



 


B-8