Exhibit 4.1


 


	
  

  	
  CLIFFORD CHANCE US LLP

  



 


 


EXECUTION COPY


 


 


SIMON PROPERTY GROUP, L.P.



ISSUER



TO



JPMORGAN CHASE BANK, N.A.



TRUSTEE















SIXTEENTH SUPPLEMENTAL INDENTURE



DATED AS OF NOVEMBER 15, 2005















$500,000,000  5.375% NOTES due 2011



$600,000,000  5.75% NOTES due 2015




 


SUPPLEMENT TO INDENTURE,

DATED AS OF NOVEMBER 26, 1996,

BETWEEN

SIMON PROPERTY GROUP, L.P.

AND

JPMORGAN CHASE BANK, 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

  	
   

  
	
  SECTION 1.01.
  Definitions

  	
   

  
	
  SECTION 1.02.
  Creation of the Notes

  	
   

  
	
  SECTION 1.03.
  Form of the Notes

  	
   

  
	
  SECTION 1.04.
  Terms and Conditions of the 2011 Notes

  	
   

  
	
  SECTION 1.05.
  Terms and Conditions of the 2015 Notes

  	
   

  
	
  ARTICLE II

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

  	
   

  
	
  SECTION 2.01.
  Covenants for Benefit of Holders of Notes

  	
   

  
	
  SECTION 2.02.
  Definitions

  	
   

  
	
  SECTION 2.03.
  Events of Default

  	
   

  
	
  SECTION 2.04.
  Notice of Defaults

  	
   

  
	
  ARTICLE III

  	
  REGISTRATION RIGHTS

  	
   

  
	
  SECTION 3.01.
  Registration Rights Agreement

  	
   

  
	
  SECTION 3.02.
  Special Interest Premium

  	
   

  
	
  SECTION 3.03.
  Legend

  	
   

  
	
  ARTICLE IV

  	
  TRANSFER AND EXCHANGE

  	
   

  
	
  SECTION 4.01.
  Transfer and Exchange

  	
   

  
	
  ARTICLE V

  	
  LEGENDS

  	
   

  
	
  SECTION 5.01.
  Legends

  	
   

  
	
  ARTICLE VI

  	
  TRUSTEE

  	
   

  
	
  SECTION 6.01.
  Corporate Trust Office

  	
   

  
	
  SECTION 6.02.
  Recitals

  	
   

  
	
  ARTICLE VII

  	
  MISCELLANEOUS PROVISIONS

  	
   

  
	
  SECTION 7.01.
  Ratification of Original Indenture

  	
   

  
	
  SECTION 7.02.
  Effect of Headings

  	
   

  
	
  SECTION 7.03.
  Successors and Assigns

  	
   

  
	
  SECTION 7.04.
  Separability Clause

  	
   

  
	
  SECTION 7.05.
  Governing Law

  	
   

  
	
  SECTION 7.06.
  Counterparts

  	
   

  



 


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  EXHIBITS

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
  Form of Initial Restricted Global Note

  	
   

  
	
  EXHIBIT B

  	
  Form of Initial Regulation S Global Note

  	
   

  
	
  EXHIBIT C

  	
  Form of Initial Certificated
  Note

  	
   

  
	
  EXHIBIT D

  	
  Form of Exchange Global Note

  	
   

  
	
  EXHIBIT E

  	
  Form of Exchange Certificated
  Note

  	
   

  



 


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SIXTEENTH SUPPLEMENTAL INDENTURE,
dated as of November 15, 2005 (the “Sixteenth 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 National City Center, 115 West
Washington Street, Suite 15 East, Indianapolis, Indiana 46204, and
JPMORGAN CHASE BANK, 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 4 New York Plaza, 15th Floor, New York, New York 10004.


 


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 Sixteenth Supplemental Indenture to create and provide
for the following series of debt securities (the “Initial Notes”):


 


(i)                                     Simon
Property Group, L.P. 5.375% Notes due 2011 (the “Initial 2011 Notes”) in
an aggregate principal amount of $500,000,000; and


 


(ii)                                  Simon
Property Group, L.P. 5.75% Notes due 2015 (the “Initial 2015 Notes”) in an
aggregate principal amount of $600,000,000;


 


WHEREAS, the
Issuer further intends by this Sixteenth Supplemental Indenture to create and
provide for, if and when issued in exchange for the Initial Notes pursuant to
this Sixteenth Supplemental Indenture and the Registration Rights Agreement
(defined below), the following additional series of debt securities (the “Exchange
Notes”):


 


(i)                                     Simon
Property Group, L.P. 5.375% Notes due 2011 (the “Exchange 2011 Notes,” and
together with the Initial 2011 Notes, the “2011 Notes”), in an aggregate
principal amount of up to $500,000,000; and


 


(ii)                                  Simon
Property Group, L.P. 5.75% Notes due 2015 (the “Exchange 2015 Notes,” and
together with the Initial 2015 Notes, the “2015 Notes”), in an aggregate
principal amount of up to $600,000,000;


 


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


 





















 


WHEREAS, all
actions required to be taken under the Original Indenture with respect to this
Sixteenth 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 Sixteenth
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 Sixteenth
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 New York, New York are open for business.


 


“Clearstream
Banking” means Clearstream Banking, société
anonyme, its successors and assigns.


 


“Closing Date”
means November 15, 2005.


 


“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.


 


“Euroclear”
means Euroclear Bank S.A./N.V., as operator of the Euroclear System, its
successors and assigns.


 


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


 


“Exchange
Certificated Notes” means a note in definitive, fully registered
form, without coupons, substantially in the form of Exhibit E hereto.


 


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


 


“Exchange Offer”
means the offer by the Operating Partnership to exchange all of the Initial
Notes of a series for Exchange Notes of the same series.


 


“Exchange
Global Notes” has the meaning set forth in Section 1.03(e).


 


“Exchange
Offer Registration Statement” has the meaning set forth in Section 3.01(a).


 


“Exchange
2011 Notes” has the meaning set forth in the Recitals hereto.


 


“Exchange
2015 Notes” has the meaning set forth in the Recitals hereto.


 


“Global Notes”
means the Initial Global Notes and the Exchange Global Notes.


 


2





















 


“Indenture”
means the Original Indenture as supplemented by this Sixteenth Supplemental
Indenture.


 


“Initial
Certificated Notes” has the meaning set forth in Section 1.03(d).


 


“Initial
Global Notes” has the meaning set forth in Section 1.03(c).


 


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


 


“Initial 2011
Notes” has the meaning set forth in the Recitals hereto.


 


“Initial 2015
Notes” has the meaning set forth in the Recitals hereto.


 


“Initial
Purchasers” means Citigroup Global Markets Inc., J.P. Morgan
Securities Inc., UBS Securities LLC and Wachovia Capital Markets, LLC.


 


“Initial
Regulation S Global Note” means a single fully registered
global note in book-entry form, substantially in the form of Exhibit B
attached hereto.


 


“Initial
Restricted Global Note” means a single fully registered global note
in book-entry form, substantially in the form of Exhibit A attached
hereto.


 


“Institutional
Accredited Investor” means an institutional “accredited investor” as
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act.


 


“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.


 


“Non-U.S.
Person” means a Person that is not a U.S. Person as defined in
Regulation S, and includes dealers or other professional fiduciaries in
the United States acting on a discretionary basis for foreign beneficial owners
(other than an estate or trust) in offshore transactions meeting the
requirements of Rule 904 of Regulation S.


 


“Notes”
means the Initial Notes and the Exchange Notes.


 


“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.


 


3





















 


“Purchase
Agreement” means the Purchase Agreement dated November 8, 2005
between the Operating Partnership and the Initial Purchasers.


 


“QIB”
means a qualified institutional buyer, as defined in Rule 144A under the
Securities Act.


 


“Registration
Rights Agreement” means the Registration Rights Agreement, dated November 15,
2005, between the Operating Partnership and the Initial Purchasers.


 


“Regulation S”
means Regulation S under the Securities Act.


 


“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”) as
stated in such Notes, plus (i) 0.20%, in the case of the 2011 Notes or (ii) 0.25%,
in the case of the 2015 Notes.  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.


 


“Rule 144A”
means Rule 144A under the Securities Act.


 


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


 


“Shelf
Registration Statement” has the meaning set forth in Section 3.01(c).


 


“Special
Interest Premium” has the
meaning set forth in Section 3.02.


 


“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.


 


“2011
Interest Payment Date” has the
meaning set forth in Section 1.04(c).


 


“2015
Interest Payment Date” has the
meaning set forth in Section 1.05(c).


 


“2011 Notes” has the meaning set forth in the Recitals hereto.


 


“2015 Notes” has the meaning set forth in the Recitals hereto.


 


“2011
Redemption Price” has the
meaning set forth in Section 1.04(f).


 


4





















 


“2015
Redemption Price” has the
meaning set forth in Section 1.05(f).


 


“2011 Regular
Record Date” has the
meaning set forth in Section 1.04(c).


 


“2015 Regular
Record Date” has the
meaning set forth in Section 1.05(c).


 


SECTION 1.02.                 Creation of
the Notes.


 


(a)                                  Initial
Notes.  In accordance with Section 301
of the Original Indenture, the Issuer hereby creates each of the Initial 2011
Notes and the Initial 2015 Notes as a separate series of its securities issued
pursuant to the Indenture.  The Initial
2011 Notes shall be issued initially in an aggregate principal amount of
$500,000,000 and the Initial 2015 Notes shall be issued initially in an
aggregate principal amount of $600,000,000, except as permitted by
Sections 304, 305 or 306 of the Original Indenture.


 


(b)                                 Exchange
Notes.  In accordance with Section 301
of the Original Indenture, the Issuer hereby creates each of the Exchange Notes
as a separate series of its securities issued pursuant to the Indenture.  Each series of the Exchange Notes is to be
issued in exchange for the corresponding series of the Initial Notes as
provided in this Sixteenth Supplemental Indenture and the Registration Rights
Agreement.  The Exchange 2011 Notes may
be issued initially in an aggregate principal amount of up to $500,000,000 (but
in no event in excess of the principal amount of the Initial 2011 Notes
tendered in exchange therefor in an Exchange Offer), except as permitted by
Sections 304, 305 or 306 of the Original Indenture.  The Exchange 2015 Notes may be issued
initially in an aggregate principal amount of up to $600,000,000 (but in no
event in excess of the principal amount of the Initial 2015 Notes tendered in
exchange therefor in an Exchange Offer), except as permitted by
Sections 304, 305 or 306 of the Original Indenture.


 


SECTION 1.03.                 Form of
the Notes.


 


(a)                                  The
Initial Notes shall be in the form of Exhibit A, Exhibit B or Exhibit C
hereto, as applicable, and the Exchange Notes shall be in the form of Exhibit D
or Exhibit E hereto, as applicable.


 


(b)                                 Initial
Notes offered and sold to QIBs in reliance on Rule 144A as provided in the
Purchase Agreement shall be issued in book-entry form and shall be represented
by a single, permanent global note in fully registered form, without coupons,
substantially in the form of Exhibit A hereto and shall bear the legends
set forth in Section 5.01(a) and Section 5.01(b) (the “Initial
Restricted Global Note”).  Upon issuance,
the Initial Restricted Global Note shall be registered in the name of “Cede &
Co.,” as nominee of DTC, duly executed by the Operating Partnership and
authenticated by the Trustee and deposited with or on behalf of DTC.


 


(c)                                  Initial
Notes offered and sold to Non-U.S. Persons in reliance on Regulation S as
provided in the Purchase Agreement shall be issued in book-entry form and shall
be represented by a single, permanent global note in definitive, fully
registered form, without coupons, substantially in the form of Exhibit B
hereto and shall bear the legends set forth in Section 5.01(a) and Section 5.01(b) (the
“Initial Regulation S Global Note,” and together with the Initial
Restricted Global Note, the “Initial Global Notes”).  Upon issuance, the Initial Regulation S
Global Note shall be registered in the name of “Cede & Co.,” as
nominee for DTC, duly executed by the Operating Partnership and authenticated
by the Trustee and deposited with or on behalf of DTC for the accounts of
Euroclear or Clearstream Banking. 
Interests in the Initial Regulation S Global Note may only be held
through Euroclear or Clearstream Banking.


 


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(d)                                 Initial
Notes offered and sold to Institutional Accredited Investors that are not QIBs
or Non-U.S. Persons as provided in the Purchase Agreement shall be issued in
definitive, fully registered certificated form, without coupons, substantially
in the form of Exhibit C hereto and shall bear the legends set forth in Section 5.01(a) hereof
(the “Initial Certificated Notes”).  Upon
issuance, any such Initial Certificated Note or the transfer thereof shall be
duly executed by the Operating Partnership and authenticated by the
Trustee.  Upon the registration of the
transfer of any Initial Certificated Note to a QIB or Non-U.S. Person, such
Initial Certificated Note shall be exchanged for a beneficial interest in the
applicable Initial Global Note.  Except
as provided in Section 4.01(b), interests in an Initial Global Note may
not be exchanged for Initial Certificated Notes and the Operating Partnership
waives any discretionary right it may otherwise have to cause the Notes to be
issued in certificated form.


 


(e)                                  In
the event all or a portion of the Initial Notes of any series are tendered in
an Exchange Offer, such Notes or the portions thereof being exchanged shall be
exchanged for a single, permanent global note in definitive, fully registered
form, without coupons, substantially in the form of Exhibit D hereto (the “Exchange
Global Notes”) and shall bear the legends set forth in Section 5.01(c) hereof.  Upon issuance, each Exchange Global Note
shall be registered in the name of “Cede & Co.,” as nominee of DTC,
duly executed by the Operating Partnership and authenticated by the Trustee and
deposited with or on behalf of DTC. 
Except as provided in Section 4.01(b), Exchange Certificated Notes
shall not be issued and the Operating Partnership waives any discretionary
right it may otherwise have to cause the Notes to be issued in certificated
form.


 


SECTION 1.04.                 Terms and
Conditions of the 2011 Notes.  The
2011 Notes shall be governed by all the terms and conditions of the Original
Indenture, as supplemented by this Sixteenth Supplemental Indenture.  In particular, the following provisions shall
be terms of the 2011 Notes:


 


(a)                                  Title
and Aggregate Principal Amount.  The
title of the Initial 2011 Notes and the Exchange 2011 Notes shall be as
specified in the Recitals; and the aggregate principal amount of the Initial
2011 Notes and the Exchange 2011 Notes shall be as specified in Section 1.02
of this Sixteenth Supplemental Indenture, except as permitted by
Sections 304, 305 or 306 of the Original Indenture.


 


(b)                                 Stated
Maturity.  The 2011 Notes shall
mature, and the unpaid principal thereon shall be payable, on June 1,
2011, subject to the provisions of the Original Indenture.


 


(c)                                  Interest.  The rate per annum at which interest shall be
payable on the 2011 Notes shall be 5.375%. 
Interest on the 2011 Notes shall be payable semi-annually in arrears on
each June 1 and December 1, commencing on June 1, 2006 (each, a “2011
Interest Payment Date”), and on the Stated Maturity as specified in Section 1.04(b) of
this Sixteenth Supplemental Indenture, to the Persons in whose names the
applicable 2011 Notes are registered in the Security Register applicable to the
2011 Notes at the close of business on the 15th calendar day
immediately prior to such payment date regardless of whether such day is a
Business Day (each, a “2011 Regular Record Date”).  Interest on the 2011 Notes shall be computed
on the basis of a 360-day year of twelve 30-day months.  Interest on the 2011 Notes shall accrue from November 15,
2005.


 


If an Initial 2011 Note
is exchanged in an Exchange Offer prior to the Regular Record Date for the
first Interest Payment Date following such exchange, accrued and unpaid
interest, if any, on such 2011 Note, up to but not including the date of
issuance of the Exchange 2011 Note(s) issued in exchange for such Initial
2011 Note, shall be paid on the first Interest Payment Date for such Exchange
2011 Note(s) to the Holder or Holders of such Exchange 2011
Note(s) on the first Regular Record Date with respect to such Exchange
2011 Note(s).  If such Initial 2011 Note
is exchanged in an Exchange Offer subsequent to the Regular Record Date for the
first Interest Payment Date following such exchange but on or prior to such
Interest Payment Date, then any such accrued and unpaid interest with respect
to such


 


6





















 


Initial 2011 Note and any accrued and unpaid interest
on the Exchange 2011 Note(s) issued in exchange for such Initial 2011
Note, through the day before such Interest Payment Date, shall be paid on such
Interest Payment Date to the Holder of such Initial 2011 Note on such Regular
Record Date.


 


(d)                                 Registration
Rights.  The Holders of the Initial
2011 Notes shall be entitled to the benefits of the Registration Rights
Agreement, as described in Article III hereof.


 


(e)                                  Special
Interest Premium.  If the Operating
Partnership fails to comply with certain provisions of the Registration Rights
Agreement, then a Special Interest Premium shall become payable in respect of
the 2011 Notes as provided in Article III hereof.


 


(f)                                    Sinking
Fund, Redemption or Repayment.  No
sinking fund shall be provided for the 2011 Notes and the 2011 Notes shall not
be repayable at the option of the Holders thereof prior to Stated
Maturity.  The 2011 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 2011 Notes being redeemed plus accrued interest thereon to the
Redemption Date and (ii) the Make-Whole Amount, if any, with respect to
such 2011 Notes (collectively, the “2011 Redemption Price”), all in accordance
with the provisions of Article XI of the Original Indenture.


 


If the 2011 Notes are
redeemed within 90 days of the Stated Maturity of the 2011 Notes, the 2011
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 2011 Notes called for redemption shall have been made
available on the Redemption Date referred to in such notice, such 2011 Notes
shall cease to bear interest on the Redemption Date and the only right of the
Holders of the 2011 Notes from and after the Redemption Date shall be to
receive payment of the Redemption Price upon surrender of such 2011 Notes in
accordance with such notice.


 


(g)                                 Registration
and Form.  The 2011 Notes shall be
issuable as Registered Securities as provided in Section 1.03 of this
Sixteenth Supplemental Indenture. 
Initial 2011 Notes shall be issued and may be transferred only in
minimum denominations of $2,000 ($100,000 for Institutional Accredited
Investors) and integral multiples of $1,000 in excess thereof.  Exchange 2011 Notes shall be issued in
minimum denominations of $2,000 ($100,000 for Institutional Accredited
Investors) and integral multiples of $1,000 in excess thereof.  All payments of principal and interest in
respect of the 2011 Notes shall be made by the Issuer in immediately available
funds.


 


(h)                                 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 Sixteenth
Supplemental Indenture) in Section 1403 of the Original Indenture,
shall be applicable to the 2011 Notes.


 


(i)                                     Make-Whole
Amount Payable Upon Acceleration. 
Upon any acceleration of the Stated Maturity of the 2011 Notes in
accordance with Section 502 of the Original Indenture, the Make-Whole
Amount on the 2011 Notes shall become immediately due and payable, subject to
the terms and conditions of the Indenture.


 


(j)                                     Further
Issues.  The Issuer may, from time to
time, without the consent of the Holders, create and issue further securities
having the same terms and conditions as the 2011 Notes in all respects, except
for issue date and issue price. 
Additional 2011 Notes issued in this manner shall be consolidated with
and shall form a single series with the previously outstanding 2011 Notes.  Notice of


 


7





















 


any such issuance shall be given to the Trustee and a
new supplemental indenture shall be executed in connection with the issuance of
such securities.


 


(k)                                  Other
Terms and Conditions.  The 2011 Notes
shall have such other terms and conditions as provided in the forms thereof
attached as Exhibits A, B, C, D and E hereto.


 


SECTION 1.05.                 Terms and
Conditions of the 2015 Notes.  The
2015 Notes shall be governed by all the terms and conditions of the Original
Indenture, as supplemented by this Sixteenth Supplemental Indenture.  In particular, the following provisions shall
be terms of the 2015 Notes:


 


(a)                                  Title
and Aggregate Principal Amount.  The
title of the Initial 2015 Notes and the Exchange 2015 Notes shall be as
specified in the Recitals; and the aggregate principal amount of the Initial
2015 Notes and the Exchange 2015 Notes shall be as specified in Section 1.02
of this Sixteenth Supplemental Indenture, except as permitted by
Sections 304, 305 or 306 of the Original Indenture.


 


(b)                                 Stated
Maturity.  The 2015 Notes shall
mature, and the unpaid principal thereon shall be payable, on December 1,
2015, subject to the provisions of the Original Indenture.


 


(c)                                  Interest.  The rate per annum at which interest shall be
payable on the 2015 Notes shall be 5.75%. 
Interest on the 2015 Notes shall be payable semi-annually in arrears on
each June 1 and December 1, commencing on June 1, 2006 (each, a “2015
Interest Payment Date”), and on the Stated Maturity as specified in Section 1.04(b) of
this Sixteenth Supplemental Indenture, to the Persons in whose names the
applicable 2015 Notes are registered in the Security Register applicable to the
2015 Notes at the close of business on the 15th calendar day
immediately prior to such payment date regardless of whether such day is a
Business Day (each, a “2015 Regular Record Date”).  Interest on the 2015 Notes shall be computed
on the basis of a 360-day year of twelve 30-day months.  Interest on the 2015 Notes shall accrue from November 15,
2005.


 


If an Initial 2015 Note
is exchanged in an Exchange Offer prior to the Regular Record Date for the
first Interest Payment Date following such exchange, accrued and unpaid
interest, if any, on such 2015 Note, up to but not including the date of
issuance of the Exchange 2015 Note(s) issued in exchange for such Initial
2015 Note, shall be paid on the first Interest Payment Date for such Exchange
2015 Note(s) to the Holder or Holders of such Exchange 2015 Note(s) on
the first Regular Record Date with respect to such Exchange 2015 Note(s).  If such Initial 2015 Note is exchanged in an
Exchange Offer subsequent to the Regular Record Date for the first Interest
Payment Date following such exchange but on or prior to such Interest Payment
Date, then any such accrued and unpaid interest with respect to such Initial
2015 Note and any accrued and unpaid interest on the Exchange 2015
Note(s) issued in exchange for such Initial 2015 Note, through the day
before such Interest Payment Date, shall be paid on such Interest Payment Date
to the Holder of such Initial 2015 Note on such Regular Record Date.


 


(d)                                 Registration
Rights.  The Holders of the Initial
2015 Notes shall be entitled to the benefits of the Registration Rights
Agreement, as described in Article III hereof.


 


(e)                                  Special
Interest Premium.  If the Operating
Partnership fails to comply with certain provisions of the Registration Rights
Agreement, then a Special Interest Premium shall become payable in respect of the
2015 Notes as provided in Article III hereof.


 


(f)                                    Sinking
Fund, Redemption or Repayment.  No
sinking fund shall be provided for the 2015 Notes and the 2015 Notes shall not
be repayable at the option of the Holders thereof prior to Stated
Maturity.  The 2015 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


 


8





















 


the 2015 Notes being redeemed plus accrued interest
thereon to the Redemption Date and (ii) the Make-Whole Amount, if any,
with respect to such 2015 Notes (collectively, the “Redemption Price”), all in
accordance with the provisions of Article XI of the Original Indenture.


 


If the 2015 Notes are
redeemed within 90 days of the Stated Maturity of the 2015 Notes, the 2015
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 2015 Notes called for redemption shall have been made available on the
Redemption Date referred to in such notice, such 2015 Notes shall cease to bear
interest on the Redemption Date and the only right of the Holders of the 2015
Notes from and after the Redemption Date shall be to receive payment of the
Redemption Price upon surrender of such 2015 Notes in accordance with such
notice.


 


(g)                                 Registration
and Form.  The 2015 Notes shall be
issuable as Registered Securities as provided in Section 1.03 of this
Sixteenth Supplemental Indenture. 
Initial 2015 Notes shall be issued and may be transferred only in
minimum denominations of $2,000 ($100,000 for Institutional Accredited
Investors) and integral multiples of $1,000 in excess thereof.  Exchange 2015 Notes shall be issued in
minimum denominations of $2,000 ($100,000 for Institutional Accredited
Investors) and integral multiples of $1,000 in excess thereof.  All payments of principal and interest in respect
of the 2015 Notes shall be made by the Issuer in immediately available funds.


 


(h)                                 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 Sixteenth
Supplemental Indenture) in Section 1403 of the Original Indenture,
shall be applicable to the 2015 Notes.


 


(i)                                     Make-Whole
Amount Payable Upon Acceleration. 
Upon any acceleration of the Stated Maturity of the 2015 Notes in
accordance with Section 502 of the Original Indenture, the Make-Whole
Amount on the 2015 Notes shall become immediately due and payable, subject to
the terms and conditions of the Indenture.


 


(j)                                     Further
Issues.  The Issuer may, from time to
time, without the consent of the Holders, create and issue further securities
having the same terms and conditions as the 2015 Notes in all respects, except
for issue date and issue price. 
Additional 2015 Notes issued in this manner shall be consolidated with
and shall form a single series with the previously outstanding 2015 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 securities.


 


(k)                                  Other
Terms and Conditions.  The 2015 Notes
shall have such other terms and conditions as provided in the forms thereof
attached as Exhibits A, B, C, D and E hereto.


 


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 Ten
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; provided, however, that
the covenants set forth in Article II of any Supplemental Indenture dated
prior to the date hereof (“Prior Supplemental Indentures”) as the same may
be amended or modified


 


9





















 


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,
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%.


 


“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


 


10





















 


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) that is subordinate 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.


 


“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.


 


11





















 


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 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”


 


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 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


 


12





















 


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


 


REGISTRATION RIGHTS


 


SECTION 3.01.                 Registration
Rights Agreement.


 


(a)                                  The
Operating Partnership shall enter into the Registration Rights Agreement with
the Initial Purchasers for the benefit of the Holders of the Notes wherein the
Operating Partnership shall agree, for the benefit of the Holders of the Notes,
to use its reasonable best efforts (i) to file with the Commission within
180 calendar days after the date on which the Operating Partnership delivers
the Notes to the Initial Purchasers (the “Closing Date”) a
registration statement (the “Exchange Offer Registration Statement”) with
respect to the Exchange Notes and (ii) to cause the Exchange Offer
Registration Statement to be declared effective under the Securities Act within
210 calendar days after the Closing Date. 
Promptly after the Exchange Offer Registration Statement has been declared
effective, the Operating Partnership shall offer to the Holders the opportunity
to exchange all their Notes of a series for Exchange Notes of the same series
pursuant to the Exchange Offer.  The
Operating Partnership shall keep the Exchange Offer open for not less than 30
calendar days (or longer, if required by applicable law) after the date on
which the notice of the Exchange Offer is mailed to the Holders of the Notes
but shall, in any event, use its reasonable best efforts to cause the Exchange
Offer to be completed within 240 days of the Closing Date.  For each Note validly tendered to the
Operating Partnership pursuant to the Exchange Offer, the Holder of such Note
shall receive an Exchange Note of the same series having a principal amount
equal to the principal amount of the tendered Note.


 


(b)                                 Each
Holder of the Notes (other than certain specified Holders) that wishes to
exchange the Notes for Exchange Notes in the Exchange Offer shall be required
to represent that (i) it is not an Affiliate of the Operating Partnership,
(ii) the Exchange Notes to be received by it were acquired in the ordinary
course of its business and (iii) at the time of the Exchange Offer, it has
no arrangement with any Person to participate in the distribution (within the
meaning of the Securities Act) of the Exchange Notes.


 


(c)                                  The
Registration Rights Agreement also shall provide that if, (i) because of
any change in law or in currently prevailing interpretations of the staff of
the Commission, the Operating Partnership is not permitted to effect the
Exchange Offer, (ii) the Exchange Offer is not completed within 240 days
of the Closing Date, or (iii) in the case of any Holder that participates
in the Exchange Offer, such Holder does not receive Exchange Notes on the date
of the exchange that may be sold without restriction under state and federal
securities laws (other than due solely to the status of such Holder as an
affiliate of the Operating Partnership within the meaning of the Securities Act
or as a broker-dealer), then


 


13





















 


in each case, the Operating Partnership shall
(x) promptly deliver to the Holders written notice thereof and (y) at
the Operating Partnership’s sole expense (a) as promptly as practicable
(but in no event more than 60 days after so required or requested pursuant to
the Registration Rights Agreement), file a shelf registration statement
covering resales of the Notes (the “Shelf Registration Statement”), (b) use
its reasonable best efforts to cause the Shelf Registration Statement to be
declared effective under the Securities Act (but in no event more than 60 days
after such filing) and (c) use its reasonable best efforts to keep
effective the Shelf Registration Statement until the earlier of two years (or,
if Rule 144(k) is amended to provide a shorter restrictive period,
the end of such shorter period) after the Closing Date or such time as all
of the applicable Notes have been sold thereunder.  The Operating Partnership shall, if a Shelf
Registration Statement is filed, provide to each Holder of the Notes copies of
the prospectus that is a part of the Shelf Registration Statement, notify each
such Holder when the Shelf Registration Statement for the Notes has become
effective and take certain other actions as are required to permit unrestricted
resales of the Notes.  A Holder that
sells Notes pursuant to the Shelf Registration Statement shall be required to
be named as a selling security Holder in the related prospectus, to provide
information related thereto and to deliver such prospectus to purchasers, shall
be subject to certain of the civil liability provisions under the Securities
Act in connection with such sales and shall be bound by the provisions of the
Registration Rights Agreement that are applicable to such a Holder (including
certain indemnification rights and obligations).


 


SECTION 3.02.                 Special
Interest Premium.  If the Operating
Partnership fails to comply with certain provisions of the Registration Rights
Agreement, in each case as described below, then a special interest premium
(the “Special Interest Premium”) shall become payable in respect of the
Notes as follows:


 


(a)                                  If
(i) the Exchange Offer Registration Statement is not filed with the
Commission on or prior to the 180th day following the Closing Date, (ii) the
Exchange Offer Registration Statement is not declared effective on or prior to
the 210th day following the Closing Date, (iii) the Exchange Offer is not
completed on or prior to the 240th day following the Closing Date, (iv) the
Shelf Registration Statement is not filed with the SEC on or prior to the 60th
day following the date the obligation arises or (v) the Shelf Registration
Statement is not declared effective on or prior to the 60th day
following the date the Shelf Registration Statement was filed, the Special Interest
Premium shall accrue from and including the next day following each of (a) such
180-day period in the case of clause (i) above, (b) such 210-day
period in the case of clause (ii) above, (c) such 240-day period
in the case of clause (iii) above, and (d) such 60-day periods
in the case of clauses (iv) and (v) above, in each case at a rate
equal to 0.25% per annum.  The aggregate
amount of the Special Interest Premium payable pursuant to the above provisions
shall in no event exceed 0.25% per annum. 
If the Exchange Offer Registration Statement is not declared effective
on or prior to the 210th day following the Closing Date and the Operating
Partnership shall request Holders of Notes to provide the information called
for by the Registration Rights Agreement for inclusion in the Shelf
Registration Statement, the Notes owned by Holders who do not deliver such
information to the Operating Partnership when required pursuant to the
Registration Rights Agreement shall not be entitled to any such increase in the
interest rate for any day after the Operating Partnership has filed the Shelf
Registration Statement.  Upon (1) the
filing of the Exchange Offer Registration Statement after the 180-day period
described in clause (i), (2) the effectiveness of the Exchange Offer
Registration Statement after the 210-day period described in clause (ii) above,
(3) the completion of the Exchange Offer after the 240-day period
described in clause (iii) above, (4) the filing of the Shelf
Registration Statement after the 60-day period described in clause (iv) above
or (5) the effectiveness of the Shelf Registration Statement after the 60-day
period described in clause (v) above, the interest rate on each series of
Notes from the date of such effectiveness or completion, as the case may be,
shall be reduced to the original interest rate provided for herein for such
series of Notes.


 


14





















 


(b)                                 If
a Shelf Registration Statement is declared effective, and if the Operating
Partnership fails to keep such Shelf Registration Statement continuously
(x) effective or (y) useable for resales for the period required by
the Registration Rights Agreement due to certain circumstances relating to
pending corporate developments, public filings with the Commission and similar
events, or because the prospectus contains an untrue statement of a material
fact or omits to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading, and such
failure continues for more than 60 days (whether or not consecutive) in
any 12-month period (the 61st day being referred to as the “Default Day”), then
from the Default Day until the earlier of (i) the date that the Shelf
Registration Statement is again deemed effective or is useable, (ii) the
date that is the second anniversary of the Closing Date (or, if Rule 144(k) is
amended to provide a shorter restrictive period, the end of such shorter
period) or (iii) the date as of which all of the Notes are sold
pursuant to the Shelf Registration Statement, the Special Interest Premium
shall accrue at a rate equal to 0.25% per annum.


 


SECTION 3.03.                 Legend.  Each Note shall contain a legend to the
effect that the Holder thereof, by its acceptance thereof, shall be deemed to have
agreed to be bound by the provisions of the Registration Rights Agreement.  Such legend shall be in the form set forth in
Section 5.01(a) hereof.


 


ARTICLE IV


 


TRANSFER AND EXCHANGE


 


SECTION 4.01.                 Transfer and
Exchange.


 


(a)                                  By
its acceptance of any Initial Note represented by a certificate bearing the
legend set forth in Section 5.01(a) hereof (the “Private Placement
Legend”), each Holder of, and beneficial bearer of an interest in, such Initial
Note acknowledges the restrictions on transfer of such Initial Note and agrees
that it shall transfer such Initial Note only in accordance with such
restrictions.  Each purchaser (other than
the Initial Purchasers) of the Notes and each Person to whom the Notes are
transferred shall, prior to the Resale Restriction Termination Date (as defined
in the Private Placement Legend), be deemed to have acknowledged, represented
and agreed to the matters and restrictions on transfer described under the
heading “Notice to Investors” in the Offering Memorandum of the Operating
Partnership, dated November 8, 2005, relating to the Initial Notes.  Upon the registration of transfer, exchange
or replacement of an Initial Note not bearing the Private Placement Legend, the
Trustee shall deliver an Initial Note or Initial Notes that do not bear the
Private Placement Legend.  Upon the
registration of transfer, exchange or replacement of an Initial Note bearing
the Private Placement Legend, the Trustee shall deliver an Initial Note or
Initial Notes bearing the Private Placement Legend, unless such legend may be
removed from such Note as provided in this Section 4.01(a).  If the Private Placement Legend has been
removed from an Initial Note, as provided herein, no other Initial Note issued
in exchange for all or any part of such Initial Note shall bear such legend,
unless the Operating Partnership has reasonable cause to believe that such
other Initial Note represents a “restricted security” within the meaning of Rule 144
under the Securities Act and instructs the Trustee in writing to cause a legend
to appear thereon.  Each Initial Note
shall bear the Private Placement Legend unless and until:


 


(i)                                     a
transfer of such Initial Note is made pursuant to an effective Shelf
Registration Statement, in which case the Private Placement Legend shall be
removed from such Initial Note so transferred at the request of the Holder; or


 


(ii)                                  there
is delivered to the Operating Partnership such satisfactory evidence, which may
include an opinion of independent counsel licensed to practice law in the State
of New York, as may reasonably be requested by the Operating Partnership
confirming that neither such legend nor the restrictions on transfer set forth
therein are required to ensure that transfers of such


 


15





















 


Initial Note shall
not violate the registration and prospectus delivery requirements of the
Securities Act; provided, that the Trustee shall not be required to
determine (but may rely on a determination made by the Operating Partnership
with respect to) the sufficiency of any such evidence; and upon written
direction of the Operating Partnership, the Trustee shall authenticate and
deliver in exchange for such Initial Note, an Initial Note or Initial Notes
representing the same aggregate principal amount of the Initial Note being
exchanged) without such legend.


 


(b)                                 The
Initial Global Note or Exchange Global Note, as the case may be, shall be
exchanged by the Operating Partnership for one or more Initial Certificated
Notes or Exchange Certificated Notes, as applicable, 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 Initial Global Note or Exchange
Global Note, as the case may be, for one or more Initial Certificated Notes or
Exchange Certificated Notes, as applicable. 
Whenever a Global Note is exchanged for one or more Initial Certificated
Notes or Exchange Certificated Notes, as the case may be, it shall be
surrendered by the Holder thereof to the Trustee and cancelled by the
Trustee.  All Initial Certificated Notes
or Exchange Certificated Notes issued in exchange for a Global Note or a
portion thereof shall be registered in such names, and delivered, as DTC shall
instruct the Trustee.  Any Initial
Certificated Notes issued pursuant to this Section 4.01(b) shall
include the Private Placement Legend, except as set forth in Section 4.01(a) hereof.


 


(c)                                  Any
Initial Notes that are presented to the Trustee for exchange pursuant to an
Exchange Offer shall be exchanged for Exchange Notes of equal principal amount
upon surrender to the Trustee in accordance with the terms of the Exchange
Offer.  Whenever any Initial Notes are so
surrendered for exchange, the Operating Partnership shall execute, and the
Trustee shall authenticate and deliver to the surrendering Holder thereof,
Exchange Notes in the same aggregate principal amount as the Initial Notes so
surrendered.


 


(d)                                 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
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 V


 


LEGENDS


 


SECTION 5.01.                 Legends.  The following legends shall appear on each
Initial Note and each Exchange Note.


 


(a)                                  Except
as provided in Section 4.01(a) hereof, each Initial Note shall bear
the following legends on the face thereof:


 


16





















 


THIS NOTE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.  NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. 
THIS NOTE WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM
DENOMINATIONS OF $2,000 ($100,000 FOR INSTITUTIONAL ACCREDITED
INVESTORS) AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF.


 


THE HOLDER OF THIS NOTE BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR
TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS TWO YEARS
AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THIS NOTE (OR ANY SUBSEQUENT
REOPENING OF THE NOTES OF THIS SERIES) AND THE LAST DATE ON WHICH THE OPERATING
PARTNERSHIP OR ANY AFFILIATE OF THE OPERATING PARTNERSHIP WAS THE OWNER OF THIS
NOTE (OR ANY PREDECESSOR OF SUCH NOTE), ONLY (a) TO THE OPERATING
PARTNERSHIP OR ONE OF THE INITIAL PURCHASERS OR BY, THROUGH OR IN A TRANSACTION
APPROVED BY, AN INITIAL PURCHASER, (b) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (c) FOR
SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (d) INSIDE
THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR (AS DEFINED IN
RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES
ACT) ACQUIRING THE SECURITIES FOR ITS OWN ACCOUNT OR AS A FIDUCIARY OR
AGENT FOR OTHERS (WHICH OTHERS MUST ALSO BE INSTITUTIONAL ACCREDITED INVESTORS
UNLESS SUCH TRANSFEREE IS A BANK ACTING IN ITS FIDUCIARY CAPACITY) FOR
INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES
ACT, (e) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES
TO AN INSTITUTION THAT IS NOT A U.S. PERSON (AND WAS NOT PURCHASING FOR THE
ACCOUNT OR BENEFIT OF A U.S. PERSON) WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT, OR (f) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT IN EACH OF THE FOREGOING CASES, TO A CERTIFICATE OF TRANSFER IN THE FORM APPEARING
ON THE OTHER SIDE OF THIS NOTE BEING COMPLETED AND DELIVERED BY THE TRANSFEROR
AND, IF APPLICABLE, THE TRANSFEREE TO THE TRUSTEE.  THIS LEGEND WILL BE REMOVED UPON THE REQUEST
OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.


 


THE HOLDER OF THIS NOTE BY ITS
ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE PROVISIONS OF THE REGISTRATION
RIGHTS AGREEMENT RELATING TO ALL NOTES OF THE SERIES.


 


(b)                                 In
addition to the legends set forth in Section 4.01(a), each Initial Global
Note shall also bear the following legends on the face thereof:


 


17





















 


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.


 


(c)                                  The
Exchange 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 VI


 


TRUSTEE


 


SECTION 6.01.                 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.


 


SECTION 6.02.                 Recitals.  The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Sixteenth 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.


 


18





















 


ARTICLE VII


 


MISCELLANEOUS PROVISIONS


 


SECTION 7.01.                 Ratification
of Original Indenture.  This
Sixteenth 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 Sixteenth Supplemental Indenture
shall be read, taken and construed as one and the same instrument.


 


SECTION 7.02.                 Effect of
Headings.  The Article and Section headings
herein are for convenience only and shall not affect the construction hereof.


 


SECTION 7.03.                 Successors and
Assigns.  All covenants and
agreements in this Sixteenth Supplemental Indenture by the Issuer shall bind
its successors and assigns, whether so expressed or not.


 


SECTION 7.04.                 Separability
Clause.  In case any one or more of
the provisions contained in this Sixteenth 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 7.05.                 Governing Law.  This Sixteenth Supplemental Indenture shall
be governed by and construed in accordance with the laws of the State of New
York.  This Sixteenth Supplemental
Indenture is subject to the provisions of the Trust Indenture Act that are
required to be part of this Sixteenth Supplemental Indenture and shall, to the
extent applicable, be governed by such provisions.


 


SECTION 7.06.                 Counterparts.  This Sixteenth 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.


 


19





















 


* * * *


IN WITNESS WHEREOF,
the parties hereto have caused this Sixteenth 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 General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Simon

  	
   

  
	
   

  	
   

  	
  Name: David Simon

  
	
   

  	
   

  	
  Title: Chief Executive
  Officer

  
	
   

  	
   

  
	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James D. Heaney

  	
   

  
	
   

  	
   

  	
  Name: James D. Heaney

  
	
   

  	
   

  	
  Title: Vice President

  



 





















 


Exhibit A


 


FORM OF INITIAL RESTRICTED GLOBAL NOTE


 


THIS NOTE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.  NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. 
THIS NOTE WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM
DENOMINATIONS OF $2,000 ($100,000 FOR INSTITUTIONAL ACCREDITED
INVESTORS) AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF.


 


THE HOLDER OF THIS NOTE BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR
TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS TWO YEARS
AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THIS NOTE (OR ANY SUBSEQUENT
REOPENING OF THE NOTES OF THIS SERIES) AND THE LAST DATE ON WHICH THE OPERATING
PARTNERSHIP OR ANY AFFILIATE OF THE OPERATING PARTNERSHIP WAS THE OWNER OF THIS
NOTE (OR ANY PREDECESSOR OF SUCH NOTE), ONLY (a) TO THE OPERATING
PARTNERSHIP OR ONE OF THE INITIAL PURCHASERS OR BY, THROUGH OR IN A TRANSACTION
APPROVED BY, AN INITIAL PURCHASER, (b) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (c) FOR
SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (d) INSIDE
THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR (AS DEFINED IN
RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES
ACT) ACQUIRING THE SECURITIES FOR ITS OWN ACCOUNT OR AS A FIDUCIARY OR
AGENT FOR OTHERS (WHICH OTHERS MUST ALSO BE INSTITUTIONAL ACCREDITED INVESTORS
UNLESS SUCH TRANSFEREE IS A BANK ACTING IN ITS FIDUCIARY CAPACITY) FOR
INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES
ACT, (e) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES
TO AN INSTITUTION THAT IS NOT A U.S. PERSON (AND WAS NOT PURCHASING FOR THE
ACCOUNT OR BENEFIT OF A U.S. PERSON) WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT, OR (f) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT IN EACH OF THE FOREGOING CASES, TO A CERTIFICATE OF TRANSFER IN THE FORM APPEARING
ON THE OTHER SIDE OF THIS NOTE BEING COMPLETED AND DELIVERED BY THE TRANSFEROR
AND, IF APPLICABLE, THE TRANSFEREE TO THE TRUSTEE.  THIS LEGEND WILL BE REMOVED UPON THE REQUEST
OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.


 


THE HOLDER OF THIS NOTE BY ITS
ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE PROVISIONS OF THE REGISTRATION
RIGHTS AGREEMENT RELATING TO ALL NOTES OF THE SERIES.


 


A-1





















 


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. [                    ]

  	
  $[                                           ]

  



 


RESTRICTED GLOBAL SECURITY

SIMON PROPERTY GROUP, L.P.


 


[5.375/5.75]% Note due [2011/2015]


 


Simon Property Group,
L.P., a Delaware limited partnership (the “Issuer,” which term includes any
successor under the Indenture hereinafter referred to), for value received,
hereby promises to pay to Cede & Co. or its registered assigns, the
principal sum of [                                  ]
dollars on [June 1, 2011/December 1, 2015] (the “Maturity Date”), and
to pay interest thereon from November 15, 2005, semi-annually in arrears
on June 1 and December 1 of each year (each, an “Interest Payment
Date”), commencing on June 1, 2006, and on the Maturity Date, at the rate
of [5.375/5.75]% per annum, until payment of said principal sum has been made
or duly provided for.


 


The interest so payable
and punctually paid or duly provided for on any Interest Payment Date and on
the Maturity 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 payment date or the Maturity Date, as the case may be, 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 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 (as defined below).  Interest on this Note shall be computed on
the basis of a 360-day year of twelve 30-day months.


 


A-2





















 


Interest payable on this
Note on any Interest Payment Date and on the Maturity Date, as the case may be,
shall be the amount of interest accrued from and including the immediately
preceding Interest Payment Date (or from and including November 15, 2005,
in the case of the initial Interest Payment Date) to but excluding the
applicable Interest Payment Date or the Maturity Date, as the case may be.  If any date for the payment of principal,
premium, if any, interest on, or any other amount with respect to, this Note
(each a “Payment Date”) falls 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 New York, New York are open for business.


 


If this Note is exchanged
in an Exchange Offer prior to the Record Date for the first Interest Payment Date
following such exchange, accrued and unpaid interest, if any, on this Note, up
to but not including the date of issuance of the Note(s) issued in
exchange (the “Exchange Note”) for this Note, shall be paid on the first
Interest Payment Date for such Exchange Note(s) to the Holder or Holders
of such Exchange Note(s) on the first Record Date with respect to such
Exchange Note(s).  If this Note is
exchanged in an Exchange Offer subsequent to the Record Date for the first
Interest Payment Date following such exchange but on or prior to the Interest
Payment Date, then any such accrued and unpaid interest with respect to this
Note and any accrued and unpaid interest on the Exchange Note(s) issued in
exchange for this Note, through the day before such Interest Payment Date,
shall be paid on such Interest Payment Date to the Holder of this Note on the
Record Date.


 


The Holder of this Note
is entitled to the benefits of the Registration Rights Agreement dated November 15,
2005 (the “Registration Rights Agreement”) among the Issuer and Citigroup
Global Markets Inc., J.P. Morgan Securities Inc., UBS Securities LLC and
Wachovia Capital Markets, LLC (collectively, the “Initial Purchasers”).


 


If the Operating
Partnership fails to comply with certain provisions of the Registration Rights
Agreement, in each case as described below, then a special interest premium
(the “Special Interest Premium”) shall become payable in respect of the
Notes as follows:


 


If (i) a
registration statement with respect to the Exchange Notes (the “Exchange Offer
Registration Statement”) is not filed with the Commission on or prior to
the 180th day following the Closing Date, (ii) the Exchange Offer
Registration Statement is not declared effective on or prior to the 210th day
following the Closing Date, (iii) the Exchange Offer is not completed on
or prior to the 240th day following the Closing Date, (iv) the shelf
registration statement covering resales of the Notes (the “Shelf Registration
Statement”) is not filed with the SEC on or prior to the 60th day following the
date the obligation arises or (v) the Shelf Registration Statement is not
declared effective on or prior to the 60th day following the date the Shelf
Registration Statement was filed, the Special Interest Premium shall accrue
from and including the next day following each of (a) such 180-day period
in the case of clause (i) above, (b) such 210-day period in the case
of clause (ii) above, (c) such 240-day period in the case of clause (iii) above,
and (d) such 60-day periods in the case of clauses (iv) and (v) above,
in each case at a rate equal to 0.25% per annum.  The aggregate amount of the Special Interest
Premium payable pursuant to the above provisions shall in no event exceed 0.25%
per annum.  If the Exchange Offer
Registration Statement is not declared effective on or prior to the 210th day
following the Closing Date and the Operating Partnership shall request the
Holder of this Note to provide the information called for by the Registration
Rights Agreement for inclusion in the Shelf Registration Statement and the
Holder of this Note does not deliver such information to the Operating
Partnership when required pursuant to the Registration Rights Agreement, then
the Holder of this Note shall not be entitled to any such increase in the
interest rate for any day after the Operating Partnership has filed the Shelf
Registration Statement.


 


A-3





















 


Upon (1) the filing of the Exchange Offer
Registration statement after the 180-day period described in clause (i), (2) the
effectiveness of the Exchange Offer Registration Statement after the 210-day
period described in clause (ii) above, (3) the completion of the
Exchange Offer after the 240-day period described in clause (iii) above, (4) the
filing of the Shelf Registration Statement after the 60-day period described in
clause (iv) above or (5) the effectiveness of the Shelf Registration
Statement after the 60-day period described in clause (v) above, the
interest rate on this Note from the date of such effectiveness or completion,
as the case may be, shall be reduced to the original interest rate provided for
herein.


 


If a Shelf Registration
Statement is declared effective, and if the Operating Partnership fails to keep
such Shelf Registration Statement continuously (x) effective or
(y) useable for resales for the period required by the Registration Rights
Agreement due to certain circumstances relating to pending corporate
developments, public filings with the Commission and similar events, or because
the prospectus contains an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary in order to
make the statements therein not misleading, and such failure continues for more
than 60 days (whether or not consecutive) in any 12-month period (the 61st
day being referred to as the “Default Day”), then from the Default Day until
the earlier of (i) the date that is the second anniversary of the Closing
Date (or, if Rule 144(k) of the Securities Act is amended to provide
a shorter restrictive period, the end of such shorter period) or (ii) the
date as of which this Note is sold pursuant to the Shelf Registration
Statement, the Special Interest Premium shall accrue at a rate equal to 0.25%
per annum.


 


The principal of this
Note payable on the Maturity Date 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.  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 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 Sixteenth Supplemental Indenture
referred to herein.


 


A-4





















 


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


 


Dated:  November 15, 2005


 


	
   

  	
  SIMON PROPERTY GROUP, L.P.

  
	
   

  	
  as Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  SIMON PROPERTY GROUP, INC.

  
	
   

  	
   

  	
  as General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 


A-5





















 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  



 


A-6





















 


[REVERSE OF NOTE]


 


SIMON PROPERTY GROUP, L.P.


 


[5.375/5.75]% Note due [2011/2015]


 


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 JPMorgan Chase Bank, 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 Sixteenth Supplemental
Indenture, dated as of November 15, 2005, 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. [5.375/5.75]%
Notes due [2011/2015], initially limited in aggregate principal amount to
$[500,000,000/600,000,000] (the “Notes”).


 


In case an Event of
Default with respect to the Notes shall have occurred and be continuing, the
principal amount of the Notes and the Make-Whole Amount may be declared
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 within
90 days of 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-7





















 


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, 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, 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-8





















 


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 Sixteenth Supplemental Indenture
referred to herein.


 


A-9





















 


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 hereby irrevocably constituting and
appointing 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-10





















 


ASSIGNMENT & TRANSFER CERTIFICATE


 


TO BE COMPLETED AND DELIVERED
WITH THIS NOTE TO THE TRUSTEE IF THE UNDERSIGNED REGISTERED HOLDER WISHES TO
SELL, ASSIGN AND TRANSFER NOTE:


 


In connection with the resale or other transfer of
this Note occurring prior to the time the legend originally set forth on the
face of this Note (or one or more predecessor Notes) restricting resales
and other transfers thereof has been removed in accordance with the procedures
set forth in the Indenture (other than a resale or other transfer made to the
Operating Partnership or to, by, through, or in a transaction approved by an
Initial Purchaser), the undersigned registered holder certifies that without
utilizing any general solicitation or general advertising:


 


[CHECK ONE]


 


o                                    (a)                                  Such
Note is being transferred by the undersigned registered holder to a “qualified
institutional buyer,” as defined in Rule 144A under the Securities Act of
1933, as amended, pursuant to the exemption from registration under the
Securities Act of 1933, as amended, provided by Rule 144A thereunder.


 


or


 


o                                    (b)                                 Such
Note is being transferred by the undersigned registered holder to an
institutional investor which is an “accredited investor,” as defined in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act of 1933, as amended, and
that the undersigned has been advised by the prospective transferee that such
transferee shall hold such Note for its own account, or as a fiduciary or agent
for others (which others are also institutional accredited investors, unless
such transferee is a bank acting in its fiduciary capacity), for investment
purposes and not for distribution, subject to any requirement of law that the
disposition of such transferee’s property shall at all times be and remain
within its control.


or


 


o                                    (c)                                  Such
Note is being transferred by the undersigned registered holder to an
institutional investor which is a person that is not a “U.S. person” (or
acquiring such Note for the account or benefit of a U.S. person) in an “offshore
transaction,” as such terms are defined in Regulation S under the
Securities Act of 1933, as amended, pursuant to the exemption from registration
under the Securities Act of 1933, as amended, provided by Regulation S
thereunder.


 


A-11





















 


If none of the foregoing
boxes are checked, then, so long as this Note shall bear a legend on the face
thereof restricting resales and other transfers thereof (except in the case of
a resale or other transfer made to the Operating Partnership or to, by,
through, or in a transaction approved by, an Initial Purchaser), the Trustee
shall not be obligated to register such Note in the name of any Person other
than the registered holder thereof and until the conditions to any such
registration of transfer set forth in this Note and in the Indenture shall have
been satisfied.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  [Type or print name of registered holder]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  The signature of the registered holder must
  correspond with the name as written upon the face of this Note in every
  particular, without alteration or enlargement or any change whatsoever.

  
						



 


TO BE COMPLETED BY TRANSFEREE

IF (a) ABOVE IS CHECKED:


 


The undersigned
transferee represents and warrants that (i) it is a “qualified
institutional buyer,” as defined in Rule 144A under the Securities Act of
1933, as amended, and acknowledges that the undersigned either has received
such information regarding the Operating Partnership as the undersigned
transferee has requested pursuant to Rule 144A or has determined not to
request such information, (ii) this instrument has been executed on behalf
of the undersigned transferee by one of its executive officers and (iii) it
is aware that the registered holder of this Note is relying upon the
undersigned transferee’s foregoing representations in order to claim the
exemption from registration provided by Rule 144A.  The undersigned transferee acknowledges and
agrees that this Note has not been registered under the Securities Act of 1933,
as amended, and may not be transferred except in accordance with the resale and
other transfer restrictions set forth in the legend on the face thereof.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  [Type or print name of registered holder]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Executive Officer

  
						



 


TO BE COMPLETED BY TRANSFEREE

IF (b) ABOVE IS CHECKED:


 


The undersigned
transferee represents and warrants that it is an institutional investor and an “accredited
investor,” as defined in Rule 501(a)(1), (2), (3) or (7) under
the Securities Act of 1933, as amended, and that this instrument has been
executed on behalf of the undersigned transferee by one of its executive
officers.  The undersigned transferee
undertakes to hold this Note acquired from the registered holder thereof for
its own account, or as a fiduciary or agent for others (which others are also
institutional accredited investors, unless such transferee is a bank acting in
its fiduciary capacity), for investment purposes and not for distribution,
subject to any requirement of law that the disposition of the undersigned
transferee’s property shall at all times be and remain within its control.  The undersigned acknowledges and agrees that
this Note has not been registered under the Securities Act of 1933, as amended,
and may


 


A-12





















 


not be transferred except in accordance with the
resale and other transfer restrictions set forth in the legend on the face
thereof.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  [Type or print name of registered holder]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Executive Officer

  
						



 


TO BE COMPLETED BY TRANSFEREE

IF (c) ABOVE IS CHECKED:


 


The undersigned transferee represents and warrants
that it is an institutional investor and that it is not a U.S. person (as defined
in Regulation S under the Securities Act of 1933, as amended) and it
is acquiring this Note from the registered holder thereof in an “offshore
transaction” (as defined in Regulation S) pursuant to the exemption
from registration under the Securities Act of 1933, as amended, provided by
Regulation S thereunder.  The
undersigned transferee acknowledges and agrees that this Note has not been
registered under the Securities Act of 1933, as amended, and may not be
transferred except in accordance with the resale and other transfer
restrictions set forth in the legend on the face thereof.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  [Type or print name of registered holder]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Executive Officer

  
						



 


A-13





















 


Exhibit B


 


FORM OF INITIAL REGULATION S GLOBAL
NOTE


 


THIS NOTE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION.  NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE
REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THIS NOTE WILL BE ISSUED AND MAY BE
TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF $2,000 ($100,000 FOR INSTITUTIONAL
ACCREDITED INVESTORS) AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF.


 


THE HOLDER OF THIS NOTE BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR
TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS TWO YEARS
AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THIS NOTE (OR ANY SUBSEQUENT
REOPENING OF THE NOTES OF THIS SERIES) AND THE LAST DATE ON WHICH THE OPERATING
PARTNERSHIP OR ANY AFFILIATE OF THE OPERATING PARTNERSHIP WAS THE OWNER OF THIS
NOTE (OR ANY PREDECESSOR OF SUCH NOTE), ONLY (a) TO THE OPERATING
PARTNERSHIP OR ONE OF THE INITIAL PURCHASERS OR BY, THROUGH OR IN A TRANSACTION
APPROVED BY, AN INITIAL PURCHASER, (b) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (c) FOR
SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (d) INSIDE
THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR (AS DEFINED IN
RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES
ACT) ACQUIRING THE SECURITIES FOR ITS OWN ACCOUNT OR AS A FIDUCIARY OR
AGENT FOR OTHERS (WHICH OTHERS MUST ALSO BE INSTITUTIONAL ACCREDITED INVESTORS
UNLESS SUCH TRANSFEREE IS A BANK ACTING IN ITS FIDUCIARY CAPACITY) FOR
INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES
ACT, (e) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES
TO AN INSTITUTION THAT IS NOT A U.S. PERSON (AND WAS NOT PURCHASING FOR THE
ACCOUNT OR BENEFIT OF A U.S. PERSON) WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT, OR (f) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT IN EACH OF THE FOREGOING CASES, TO A CERTIFICATE OF TRANSFER IN THE FORM APPEARING
ON THE OTHER SIDE OF THIS NOTE BEING COMPLETED AND DELIVERED BY THE TRANSFEROR
AND, IF APPLICABLE, THE TRANSFEREE TO THE TRUSTEE.  THIS LEGEND WILL BE REMOVED UPON THE REQUEST
OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.


 


THE HOLDER OF THIS NOTE BY ITS
ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE PROVISIONS OF THE REGISTRATION
RIGHTS AGREEMENT RELATING TO ALL NOTES OF THE SERIES.


 


B-1





















 


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. [                           ]

  	
  $[                                       ]

  



 


REGULATION S GLOBAL SECURITY

SIMON PROPERTY GROUP, L.P.


 


[5.375/5.75]% Note due [2011/2015]


 


Simon Property Group,
L.P., a Delaware limited partnership (the “Issuer,” which term includes any
successor under the Indenture hereinafter referred to), for value received,
hereby promises to pay to Cede & Co. or its registered assigns, the
principal sum of [                                            ]
dollars on [June 1, 2011/December 1, 2015] (the “Maturity Date”), and
to pay interest thereon from November 15, 2005, semi-annually in arrears
on June 1 and December 1 of each year (each, an “Interest Payment
Date”), commencing on June 1, 2006,
and on the Maturity Date, at the rate of [5.375/5.75]% per annum, until payment
of said principal sum has been made or duly provided for.


 


The interest so payable
and punctually paid or duly provided for on any Interest Payment Date and on
the Maturity 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 payment date or the Maturity Date, as the case may be, 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 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 (as defined below).  Interest on this Note shall be computed on
the basis of a 360-day year of twelve 30-day months.


 


B-2





















 


Interest payable on this
Note on any Interest Payment Date and on the Maturity Date, as the case may be,
shall be the amount of interest accrued from and including the immediately
preceding Interest Payment Date (or from and including November 15, 2005,
in the case of the initial Interest Payment Date) to but excluding the
applicable Interest Payment Date or the Maturity Date, as the case may be.  If any date for the payment of principal,
premium, if any, interest on, or any other amount with respect to, this Note
(each a “Payment Date”) falls 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 New York, New York are open for business.


 


If this Note is exchanged
in an Exchange Offer prior to the Record Date for the first Interest Payment
Date following such exchange, accrued and unpaid interest, if any, on this
Note, up to but not including the date of issuance of the Note(s) issued
in exchange (the “Exchange Note”) for this Note, shall be paid on the
first Interest Payment Date for such Exchange Note(s) to the Holder or
Holders of such Exchange Note(s) on the first Record Date with respect to
such Exchange Note(s).  If this Note is
exchanged in an Exchange Offer subsequent to the Record Date for the first
Interest Payment Date following such exchange but on or prior to the Interest
Payment Date, then any such accrued and unpaid interest with respect to this
Note and any accrued and unpaid interest on the Exchange Note(s) issued in
exchange for this Note, through the day before such Interest Payment Date,
shall be paid on such Interest Payment Date to the Holder of this Note on the
Record Date.


 


The Holder of this Note
is entitled to the benefits of the Registration Rights Agreement dated November 15,
2005 (the “Registration Rights Agreement”) among the Issuer and Citigroup
Global Markets Inc., J.P. Morgan Securities Inc., UBS Securities LLC and
Wachovia Capital Markets, LLC (collectively, the “Initial Purchasers”).


 


If the Operating
Partnership fails to comply with certain provisions of the Registration Rights
Agreement, in each case as described below, then a special interest premium
(the “Special Interest Premium”) shall become payable in respect of the Notes as
follows:


 


If (i) a
registration statement with respect to the Exchange Notes (the “Exchange Offer
Registration Statement”) is not filed with the Commission on or prior to
the 180th day following the Closing Date, (ii) the Exchange Offer
Registration Statement is not declared effective on or prior to the 210th day
following the Closing Date, (iii) the Exchange Offer is not completed on
or prior to the 240th day following the Closing Date, (iv) the shelf
registration statement covering resales of the Notes (the “Shelf Registration
Statement”) is not filed with the SEC on or prior to the 60th day
following the date the obligation arises or (v) the Shelf Registration
Statement is not declared effective on or prior to the 60th day following the
date the Shelf Registration Statement was filed, he Special Interest Premium
shall accrue from and including the next day following each of (a) such 180-day
period in the case of clause (i) above, (b) such 210-day period in
the case of clause (ii) above, c) such 240-day period in the case of
clause (iii) above, and (d) such 60-day periods in the case of
clauses (iv) and (v) above, in each case at a rate equal to 0.25% per
annum.  The aggregate amount of the
Special Interest Premium payable pursuant to the above provisions shall in no
event exceed 0.25% per annum.  If the
Exchange Offer Registration Statement is not declared effective on or prior to
the 210th day following the Closing Date and the Operating Partnership shall
request the Holder of this Note to provide the information called for by the
Registration Rights Agreement for inclusion in the Shelf Registration Statement
and the Holder of this Note does not deliver such information to the Operating
Partnership when required pursuant to the Registration Rights Agreement, then
the Holder of this Note shall not be entitled to any such increase in the
interest rate for any day after the Operating Partnership has filed the Shelf
Registration Statement.


 


B-3





















 


Upon (1) the filing of the Exchange Offer
Registration statement after the 180-day period described in clause (i), (2) the
effectiveness of the Exchange Offer Registration Statement after the 210-day
period described in clause (ii) above, (3) the completion of the
Exchange Offer after the 240-day period described in clause (iii) above, (4) the
filing of the Shelf Registration Statement after the 60-day period described in
clause (iv) above or (5) the effectiveness of the Shelf Registration
Statement after the 60-day period described in clause (v) above, the
interest rate on this Note from the date of such effectiveness or completion,
as the case may be, shall be reduced to the original interest rate provided for
herein.


 


If a Shelf Registration
Statement is declared effective, and if the Operating Partnership fails to keep
such Shelf Registration Statement continuously (x) effective or
(y) useable for resales for the period required by the Registration Rights
Agreement due to certain circumstances relating to pending corporate
developments, public filings with the Commission and similar events, or because
the prospectus contains an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary in order to
make the statements therein not misleading, and such failure continues for more
than 60 days (whether or not consecutive) in any 12-month period (the 61st
day being referred to as the “Default Day”), then from the Default Day until
the earlier of (i) the date that is the second anniversary of the Closing
Date (or, if Rule 144(k) of the Securities Act is amended to provide
a shorter restrictive period, the end of such shorter period) or (ii) the
date as of which this Note is sold pursuant to the Shelf Registration
Statement, the Special Interest Premium shall accrue at a rate equal to 0.25%
per annum.


 


The principal of this
Note payable on the Maturity Date 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.  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 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 Sixteenth Supplemental Indenture
referred to herein.


 


B-4





















 


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


 


Dated:  November 15, 2005


 


	
   

  	
  SIMON PROPERTY GROUP, L.P.

  
	
   

  	
  as Issuer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  SIMON PROPERTY GROUP,
  INC.

  
	
   

  	
   

  	
  as General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
						



 


B-5





















 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  



 


B-6





















 


[REVERSE OF NOTE]


 


SIMON PROPERTY GROUP, L.P.


 


[5.375/5.75]% Note due [2011/2015]


 


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 JPMorgan Chase Bank, 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 Sixteenth Supplemental
Indenture, dated as of November 15, 2005, 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. [5.375/5.75]%
Notes due [2011/2015], initially limited in aggregate principal amount to $[500,000,000/600,000,000]
(the “Notes”).


 


In case an Event of
Default with respect to the Notes shall have occurred and be continuing, the
principal amount of the Notes and the Make-Whole Amount may be declared
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 within
90 days of 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-7





















 


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, 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, 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-8





















 


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 Sixteenth Supplemental Indenture
referred to herein.


 


B-9





















 


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 hereby irrevocably constituting and
appointing 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-10





















 


ASSIGNMENT & TRANSFER CERTIFICATE


 


TO BE COMPLETED AND DELIVERED
WITH THIS NOTE TO THE TRUSTEE IF THE UNDERSIGNED REGISTERED HOLDER WISHES TO
SELL, ASSIGN AND TRANSFER NOTE:


 


In connection with the
resale or other transfer of this Note occurring prior to the time the legend originally
set forth on the face of this Note (or one or more predecessor
Notes) restricting resales and other transfers thereof has been removed in
accordance with the procedures set forth in the Indenture (other than a resale
or other transfer made to the Operating Partnership or to, by, through, or in a
transaction approved by an Initial Purchaser), the undersigned registered
holder certifies that without utilizing any general solicitation or general
advertising:


 


[CHECK ONE]


 


	
  o

  	
   

  	
  (a)

  	
   

  	
  Such Note is being transferred by the undersigned registered holder
  to a “qualified institutional buyer,” as defined in Rule 144A under the
  Securities Act of 1933, as amended, pursuant to the exemption from
  registration under the Securities Act of 1933, as amended, provided by Rule 144A
  thereunder.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  (b)

  	
   

  	
  Such Note is being transferred by the undersigned registered holder
  to an institutional investor which is an “accredited investor,” as defined in
  Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933,
  as amended, and that the undersigned has been advised by the prospective
  transferee that such transferee shall hold such Note for its own account, or
  as a fiduciary or agent for others (which others are also institutional
  accredited investors, unless such transferee is a bank acting in its
  fiduciary capacity), for investment purposes and not for distribution,
  subject to any requirement of law that the disposition of such transferee’s
  property shall at all times be and remain within its control.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  (c)

  	
   

  	
  Such Note is being transferred by the undersigned registered holder
  to an institutional investor which is a person that is not a “U.S. person”
  (or acquiring such Note for the account or benefit of a U.S. person) in
  an “offshore transaction,” as such terms are defined in Regulation S
  under the Securities Act of 1933, as amended, pursuant to the exemption from
  registration under the Securities Act of 1933, as amended, provided by
  Regulation S thereunder.

  



 


B-11





















 


If none of the foregoing
boxes are checked, then, so long as this Note shall bear a legend on the face
thereof restricting resales and other transfers thereof (except in the case of
a resale or other transfer made to the Operating Partnership or to, by,
through, or in a transaction approved by, an Initial Purchaser), the Trustee
shall not be obligated to register such Note in the name of any Person other
than the registered holder thereof and until the conditions to any such
registration of transfer set forth in this Note and in the Indenture shall have
been satisfied.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  [Type or print name of registered holder]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Executive Officer

  
	
   

  	
   

  
	
   

  	
  The signature of the registered holder must
  correspond with the name as written upon the face of this Note in every
  particular, without alteration or enlargement or any change whatsoever.

  
						



 


TO BE COMPLETED BY TRANSFEREE

IF (a) ABOVE IS CHECKED:


 


The undersigned
transferee represents and warrants that (i) it is a “qualified
institutional buyer,” as defined in Rule 144A under the Securities Act of
1933, as amended, and acknowledges that the undersigned either has received
such information regarding the Operating Partnership as the undersigned
transferee has requested pursuant to Rule 144A or has determined not to
request such information, (ii) this instrument has been executed on behalf
of the undersigned transferee by one of its executive officers and (iii) it
is aware that the registered holder of this Note is relying upon the
undersigned transferee’s foregoing representations in order to claim the
exemption from registration provided by Rule 144A.  The undersigned transferee acknowledges and
agrees that this Note has not been registered under the Securities Act of 1933,
as amended, and may not be transferred except in accordance with the resale and
other transfer restrictions set forth in the legend on the face thereof.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  [Type or print name of registered holder]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Executive Officer

  
						



 


TO BE COMPLETED BY TRANSFEREE

IF (b) ABOVE IS CHECKED:


 


The undersigned
transferee represents and warrants that it is an institutional investor and an “accredited
investor,” as defined in Rule 501(a)(1), (2), (3) or (7) under
the Securities Act of 1933, as amended, and that this instrument has been
executed on behalf of the undersigned transferee by one of its executive
officers.  The undersigned transferee
undertakes to hold this Note acquired from the registered holder thereof for
its own account, or as a fiduciary or agent for others (which others are also
institutional accredited investors, unless such transferee is a bank acting in
its fiduciary capacity), for investment purposes and not for distribution,
subject to any requirement of law that the disposition of the undersigned transferee’s
property shall at all times be and remain within its control.  The undersigned acknowledges and agrees that
this Note has not been registered under the Securities Act of 1933, as amended,
and may


 


B-12





















 


not be transferred
except in accordance with the resale and other transfer restrictions set forth
in the legend on the face thereof.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  [Type or print name of registered holder]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Executive Officer

  
						



 


TO BE COMPLETED BY TRANSFEREE

IF (c) ABOVE IS CHECKED:


 


The undersigned
transferee represents and warrants that it is an institutional investor and
that it is not a U.S. person (as defined in Regulation S under the
Securities Act of 1933, as amended) and it is acquiring this Note from the
registered holder thereof in an “offshore transaction” (as defined in
Regulation S) pursuant to the exemption from registration under the
Securities Act of 1933, as amended, provided by Regulation S
thereunder.  The undersigned transferee
acknowledges and agrees that this Note has not been registered under the
Securities Act of 1933, as amended, and may not be transferred except in
accordance with the resale and other transfer restrictions set forth in the
legend on the face thereof.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  [Type or print name of registered holder]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Executive Officer

  
						



 


B-13





















 


Exhibit C


 


FORM OF INITIAL CERTIFICATED NOTE


 


THIS NOTE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, NEITHER THIS NOTE NOR ANY
INTEREST HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION, THIS
NOTE WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS
OF $100,000 AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS THEREOF.


 


THE HOLDER OF THIS NOTE BY ITS
ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE, PRIOR
TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) WHICH IS TWO YEARS
AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THIS NOTE (OR ANY SUBSEQUENT
REOPENING OF THE NOTES OF THIS SERIES) AND THE LAST DATE ON WHICH THE OPERATING
PARTNERSHIP OR ANY AFFILIATE OF THE OPERATING PARTNERSHIP WAS THE OWNER OF THIS
NOTE (OR ANY PREDECESSOR OF SUCH NOTE), ONLY (a) TO THE OPERATING
PARTNERSHIP OR ONE OF THE INITIAL PURCHASERS OR BY, THROUGH OR IN A TRANSACTION
APPROVED BY, AN INITIAL PURCHASER, (b) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (c) FOR
SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A
PERSON IT REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED
IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (d) INSIDE
THE UNITED STATES TO AN INSTITUTIONAL ACCREDITED INVESTOR (AS DEFINED IN
RULE 501(a)(1), (2), (3), OR (7) UNDER THE SECURITIES
ACT) ACQUIRING THE SECURITIES FOR ITS OWN ACCOUNT OR AS A FIDUCIARY OR
AGENT FOR OTHERS (WHICH OTHERS MUST ALSO BE INSTITUTIONAL ACCREDITED INVESTORS
UNLESS SUCH TRANSFEREE IS A BANK ACTING IN ITS FIDUCIARY CAPACITY) FOR
INVESTMENT PURPOSES AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES
ACT, (e) PURSUANT TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES
TO AN INSTITUTION THAT IS NOT A U.S. PERSON (AND WAS NOT PURCHASING FOR THE
ACCOUNT OR BENEFIT OF A U.S. PERSON) WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT, OR (f) PURSUANT TO ANOTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT IN EACH OF THE FOREGOING CASES, TO A CERTIFICATE OF TRANSFER IN THE FORM APPEARING
ON THE OTHER SIDE OF THIS NOTE BEING COMPLETED AND DELIVERED BY THE TRANSFEROR
AND, IF APPLICABLE, THE TRANSFEREE TO THE TRUSTEE.  THIS LEGEND WILL BE REMOVED UPON THE REQUEST
OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.


 


THE HOLDER OF THIS NOTE BY ITS
ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE PROVISIONS OF THE REGISTRATION
RIGHTS AGREEMENT RELATING TO ALL NOTES OF THE SERIES.


 


C-1





















 


	
  REGISTERED

  	
  REGISTERED

  
	
  NO. [        ]

  	
  PRINCIPAL AMOUNT

  
	
  CUSIP NO. [                 ]

  	
  $[                                              ]

  



 


DEFINITIVE SECURITY

SIMON PROPERTY GROUP, L.P.


 


[5.375/5.75]% Note due [2011/2015]


 


Simon Property Group,
L.P., a Delaware limited partnership (the “Issuer,” which term includes any
successor under the Indenture hereinafter referred to), for value received,
hereby promises to pay to                                               ,
or registered assigns, the principal sum of                                               
dollars on [June 1, 2011/December 1, 2015] (the “Maturity Date”), and
to pay interest thereon from November 15, 2005, semi-annually in arrears
on June 1 and December 1 of each year (each, an “Interest
Payment Date”), commencing on June 1, 2006, and on the Maturity Date, at
the rate of [5.375/5.75]% per annum, until
payment of said principal sum has been made or duly provided for.


 


The interest so payable and
punctually paid or duly provided for on any Interest Payment Date and on the
Maturity 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
payment date or the Maturity Date, as the case may be, 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 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 (as defined below).  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 and on the Maturity Date, as the case may be,
shall be the amount of interest accrued from and including the immediately
preceding Interest Payment Date (or from and including November 15, 2005,
in the case of the initial Interest Payment Date) to but excluding the
applicable Interest Payment Date or the Maturity Date, as the case may be.  If any date for the payment of principal,
premium, if any, interest on, or any other amount with respect to, this Note
(each a “Payment Date”) falls 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 New York, New York are open for business.


 


If this Note is exchanged
in an Exchange Offer prior to the Record Date for the first Interest Payment
Date following such exchange, accrued and unpaid interest, if any, on this
Note, up to but not including the date of issuance of the Note(s) issued
in exchange (the “Exchange Note”) for this Note, shall be paid on the
first Interest Payment Date for such Exchange Note(s) to the Holder or
Holders of such Exchange Note(s) on the first Record Date with respect to
such Exchange Note(s).  If this Note is


 


C-2





















 


exchanged in an
Exchange Offer subsequent to the Record Date for the first Interest Payment
Date following such exchange but on or prior to the Interest Payment Date, then
any such accrued and unpaid interest with respect to this Note and any accrued
and unpaid interest on the Exchange Note(s) issued in exchange for this
Note, through the day before such Interest Payment Date, shall be paid on such
Interest Payment Date to the Holder of this Note on the Record Date.


 


The Holder of this Note
is entitled to the benefits of the Registration Rights Agreement dated November 15,
2005 (the “Registration Rights Agreement”) among the Issuer and Citigroup
Global Markets Inc., J.P. Morgan Securities Inc., UBS Securities LLC and
Wachovia Capital Markets, LLC (collectively, the “Initial Purchasers”).


 


If the Operating
Partnership fails to comply with certain provisions of the Registration Rights
Agreement, in each case as described below, then a special interest premium
(the “Special Interest Premium”) shall become payable in respect of the
Notes as follows:


 


If (i) a
registration statement with respect to the Exchange Notes (the “Exchange Offer
Registration Statement”) is not filed with the Commission on or prior to
the 180th day following the Closing Date, (ii) the Exchange Offer
Registration Statement is not declared effective on or prior to the 210th day
following the Closing Date, (iii) the Exchange Offer is not completed on
or prior to the 240th day following the Closing Date, (iv) the shelf
registration statement covering resales of the Notes (the “Shelf Registration
Statement”) is not filed with the SEC on or prior to the 60th day following the
date the obligation arises or (v) the Shelf Registration Statement is not
declared effective on or prior to the 60th day following the date the Shelf
Registration Statement was filed the Special Interest Premium shall accrue from
and including the next day following each of (a) such 180-day period in
the case of clause (i) above, (b) such 210-day period in the case of
clause (ii) above, (c) such 240-day period in the case of clause (iii) above,
and (d) such 60-day periods in the case of clauses (iv) and (v) above,
in each case at a rate equal to 0.25% per annum.  The aggregate amount of the Special Interest
Premium payable pursuant to the above provisions shall in no event exceed 0.25%
per annum.  If the Exchange Offer
Registration Statement is not declared effective on or prior to the 210th day
following the Closing Date and the Operating Partnership shall request the
Holder of this Note to provide the information called for by the Registration
Rights Agreement for inclusion in the Shelf Registration Statement and the
Holder of this Note does not deliver such information to the Operating Partnership
when required pursuant to the Registration Rights Agreement, then the Holder of
this Note shall not be entitled to any such increase in the interest rate for
any day after the Operating Partnership has filed the Shelf Registration
Statement.  Upon (1) the filing of
the Exchange Offer Registration statement after the 180-day period described in
clause (i), (2) the effectiveness of the Exchange Offer Registration
Statement after the 210-day period described in clause (ii) above (3) the
completion of the Exchange Offer after the 240-day period described in clause (iii) above,
(4) the filing of the Shelf Registration Statement after the 60-day period
described in clause (iv) above or (5) the effectiveness of the Shelf
Registration Statement after the 60-day period described in clause (v) above,
the interest rate on this Note from the date of such effectiveness or
completion, as the case may be, shall be reduced to the original interest rate
provided for herein.


 


If a Shelf Registration
Statement is declared effective, and if the Operating Partnership fails to keep
such Shelf Registration Statement continuously (x) effective or
(y) useable for resales for the period required by the Registration Rights
Agreement due to certain circumstances relating to pending corporate
developments, public filings with the Commission and similar events, or because
the prospectus contains an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary in order to
make the statements therein not misleading, and such failure continues for more
than 60 days (whether or not consecutive) in any 12-month period (the 61st
day being referred to as the “Default Day”), then from the Default Day until
the earlier of (i) the date that is the second anniversary of the Closing
Date (or, if Rule 144(k) of the Securities Act is amended to provide
a shorter restrictive


 


C-3





















 


period, the end of
such shorter period) or (ii) the date as of which this Note is sold
pursuant to the Shelf Registration Statement, the Special Interest Premium
shall accrue at a rate equal to 0.25% per annum.


 


The principal of this
Note payable on the Maturity Date 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.  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 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 Sixteenth Supplemental Indenture
referred to herein.


 


C-4





















 


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


 


Dated:  November 15, 2005


 


	
   

  	
  SIMON PROPERTY GROUP, L.P.

  
	
   

  	
  as Issuer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  SIMON PROPERTY GROUP,
  INC.

  
	
   

  	
   

  	
  as General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


Attest:


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
				



 


C-5





















 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  
					



 


C-6





















 


[REVERSE OF NOTE]


 


SIMON PROPERTY GROUP, L.P.


 


[5.375/5.75]% Note due [2011/2015]


 


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 JPMorgan Chase Bank, 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 Sixteenth Supplemental
Indenture, dated as of November 15, 2005, 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. [5.375/5.75]% Note
due [2011/2015], initially limited in aggregate principal amount to
$[500,000,000/600,000,000] (the “Notes”).


 


In case an Event of
Default with respect to the Notes shall have occurred and be continuing, the
principal amount of the Notes and the Make-Whole Amount may be declared
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 within
90 days of 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


 


C-7





















 


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 $100,000 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, 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, 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


 


C-8





















 


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 Sixteenth Supplemental Indenture
referred to herein.


 


C-9





















 


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 hereby irrevocably constituting and
appointing 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.

  
					



 


C-10





















 


ASSIGNMENT & TRANSFER CERTIFICATE


 


TO BE COMPLETED AND DELIVERED
WITH THIS NOTE TO THE TRUSTEE IF THE UNDERSIGNED REGISTERED HOLDER WISHES TO
SELL, ASSIGN AND TRANSFER NOTE:


 


In connection with the
resale or other transfer of this Note occurring prior to the time the legend
originally set forth on the face of this Note (or one or more predecessor
Notes) restricting resales and other transfers thereof has been removed in
accordance with the procedures set forth in the Indenture (other than a resale
or other transfer made to the Operating Partnership or to, by, through, or in a
transaction approved by an Initial Purchaser), the undersigned registered
holder certifies that without utilizing any general solicitation or general
advertising:


 


[CHECK ONE]


 


	
  o

  	
   

  	
  (a)

  	
   

  	
  Such Note is being transferred by the undersigned registered holder
  to a “qualified institutional buyer,” as defined in Rule 144A under the
  Securities Act of 1933, as amended, pursuant to the exemption from
  registration under the Securities Act of 1933, as amended, provided by Rule 144A
  thereunder.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  (b)

  	
   

  	
  Such Note is being transferred by the undersigned registered holder
  to an institutional investor which is an “accredited investor,” as defined in
  Rule 501(a)(1), (2), (3) or (7) under the Securities Act of
  1933, as amended, and that the undersigned has been advised by the
  prospective transferee that such transferee shall hold such Note for its own
  account, or as a fiduciary or agent for others (which others are also
  institutional accredited investors, unless such transferee is a bank acting
  in its fiduciary capacity), for investment purposes and not for distribution,
  subject to any requirement of law that the disposition of such transferee’s
  property shall at all times be and remain within its control.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  or

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  (c)

  	
   

  	
  Such Note is being transferred by the undersigned registered holder
  to an institutional investor which is a person that is not a “U.S. person”
  (or acquiring such Note for the account or benefit of a U.S. person) in
  an “offshore transaction,” as such terms are defined in Regulation S
  under the Securities Act of 1933, as amended, pursuant to the exemption from
  registration under the Securities Act of 1933, as amended, provided by
  Regulation S thereunder.

  



 


C-11





















 


If none of the foregoing
boxes are checked, then, so long as this Note shall bear a legend on the face
thereof restricting resales and other transfers thereof (except in the case of
a resale or other transfer made to the Operating Partnership or to, by,
through, or in a transaction approved by, an Initial Purchaser), the Trustee
shall not be obligated to register such Note in the name of any Person other
than the registered holder thereof and until the conditions to any such
registration of transfer set forth in this Note and in the Indenture shall have
been satisfied.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  [Type or print name of registered holder]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  The signature of the registered holder must
  correspond with the name as written upon the face of this Note in every
  particular, without alteration or enlargement or any change whatsoever.

  
						



 


TO BE COMPLETED BY TRANSFEREE

IF (a) ABOVE IS CHECKED:


 


The undersigned
transferee represents and warrants that (i) it is a “qualified institutional
buyer,” as defined in Rule 144A under the Securities Act of 1933, as
amended, and acknowledges that the undersigned either has received such
information regarding the Operating Partnership as the undersigned transferee
has requested pursuant to Rule 144A or has determined not to request such
information, (ii) this instrument has been executed on behalf of the
undersigned transferee by one of its executive officers and (iii) it is
aware that the registered holder of this Note is relying upon the undersigned
transferee’s foregoing representations in order to claim the exemption from
registration provided by Rule 144A. 
The undersigned transferee acknowledges and agrees that this Note has
not been registered under the Securities Act of 1933, as amended, and may not
be transferred except in accordance with the resale and other transfer
restrictions set forth in the legend on the face thereof.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  [Type or print name of transferee]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Executive Officer

  
						



 


TO BE COMPLETED BY TRANSFEREE

IF (b) ABOVE IS CHECKED:


 


The undersigned
transferee represents and warrants that it is an institutional investor and an “accredited
investor,” as defined in Rule 501(a)(1), (2), (3) or (7) under
the Securities Act of 1933, as amended, and that this instrument has been
executed on behalf of the undersigned transferee by one of its executive
officers.  The undersigned transferee
undertakes to hold this Note acquired from the registered holder thereof for
its own account, or as a fiduciary or agent for others (which others are also
institutional accredited investors, unless such transferee is a bank acting in
its fiduciary capacity), for investment purposes and not for distribution,
subject to any requirement of law that the disposition of the undersigned transferee’s
property shall at all times be and remain within its control.  The undersigned acknowledges and agrees that
this Note has not been registered under the Securities Act of 1933, as amended,
and may


 


C-12





















 


not be transferred
except in accordance with the resale and other transfer restrictions set forth
in the legend on the face thereof.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  [Type or print name of transferee]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Executive Officer

  
						



 


TO BE COMPLETED BY TRANSFEREE

IF (c) ABOVE IS CHECKED:


 


The undersigned
transferee represents and warrants that it is an institutional investor and
that it is not a U.S. person (as defined in Regulation S under the
Securities Act of 1933, as amended) and it is acquiring this Note from the
registered holder thereof in an “offshore transaction” (as defined in
Regulation S) pursuant to the exemption from registration under the
Securities Act of 1933, as amended, provided by Regulation S
thereunder.  The undersigned transferee
acknowledges and agrees that this Note has not been registered under the
Securities Act of 1933, as amended, and may not be transferred except in
accordance with the resale and other transfer restrictions set forth in the
legend on the face thereof.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
  [Type or print name of transferee]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Executive Officer

  
						



 


C-13





















 


Exhibit D


 


FORM OF EXCHANGE 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. [                        ]

  	
  $[                                          ]

  



 


GLOBAL SECURITY

SIMON PROPERTY GROUP, L.P.


 


[5.375/5.75]% Note due [2011/2015]


 


Simon Property Group,
L.P., a Delaware limited partnership (the “Issuer,” which term includes any
successor under the Indenture hereinafter referred to), for value received,
hereby promises to pay to Cede & Co. or its registered assigns, the
principal sum of [                      ]
dollars on [June 1, 2011/December 1, 2015]  (the “Maturity Date”), and to pay interest
thereon from November 15, 2005, semi-annually in arrears on June 1 and
December 1 of each year (each, an “Interest Payment Date”), commencing on June 1,
2006, and on the Maturity Date, at the rate of [5.375/5.75]% per annum, until
payment of said principal sum has been made or duly provided for.


 


The interest so payable
and punctually paid or duly provided for on any Interest Payment Date and on
the Maturity 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 payment date or the Maturity Date, as the case may be, 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 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


 


D-1





















 


fully provided in
the Indenture (as defined below). 
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 and on the Maturity Date, as the case may be,
shall be the amount of interest accrued from and including the immediately
preceding Interest Payment Date (or from and including November 15, 2005,
in the case of the initial Interest Payment Date) to but excluding the
applicable Interest Payment Date or the Maturity Date, as the case may be.  If any date for the payment of principal,
premium, if any, interest on, or any other amount with respect to, this Note
(each a “Payment Date”) falls 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 New York, New York are open for business.


 


The principal of this
Note payable on the Maturity Date 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.  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 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 Sixteenth Supplemental Indenture
referred to herein.


 


D-2





















 


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


 


Dated:                                   ,
20    


 


	
   

  	
  SIMON PROPERTY GROUP, L.P.

  
	
   

  	
  as Issuer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  SIMON PROPERTY GROUP,
  INC.

  
	
   

  	
   

  
	
   

  	
  as General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
						



 


Attest:


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


D-3





















 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  



 


D-4





















 


[REVERSE OF NOTE]


 


SIMON PROPERTY GROUP, L.P.


 


[5.375/5.75]% Note due [2011/2015]


 


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 JPMorgan Chase Bank, 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 Sixteenth Supplemental
Indenture, dated as of November 15, 2005, 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. [5.375/5.75]% Note
due [2011/2015], initially limited in aggregate principal amount to
$[500,000,000/600,000,000] (the “Notes”).


 


In case an Event of
Default with respect to the Notes shall have occurred and be continuing, the
principal amount of the Notes and the Make-Whole Amount may be declared
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 within
90 days of 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


 


D-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, 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, 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


 


D-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 Sixteenth Supplemental Indenture
referred to herein.


 


D-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 hereby irrevocably constituting and
appointing 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.

  



 


D-8





















 


Exhibit E


 


FORM OF EXCHANGE CERTIFICATED NOTE


 


	
  REGISTERED

  	
  REGISTERED

  
	
  NO. [            ]

  	
  PRINCIPAL AMOUNT

  
	
  CUSIP NO. [                   ]

  	
  $[                                          ]

  



 


DEFINITIVE SECURITY


 


SIMON PROPERTY GROUP, L.P.


 


[5.375/5.75]% Note due [2011/2015]


 


Simon Property Group,
L.P., a Delaware limited partnership (the “Issuer,” which term includes any successor under the Indenture
hereinafter referred to), for value received, hereby promises to pay to                                           ,
or registered assigns, the principal sum of                                           
dollars on [June 1, 2011/December 1, 2015] (the “Maturity
Date”), and to pay interest thereon from November 15,
2005, semi-annually in arrears on June 1 and December 1 of each year
(each, an “Interest Payment Date”), commencing on June 1, 2006, and on the
Maturity Date, at the rate of [5.375/5.75]% per annum, until payment of said
principal sum has been made or duly provided for.


 


The interest so payable
and punctually paid or duly provided for on any Interest Payment Date and on
the Maturity 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 payment date or the Maturity Date, as the case may be, 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 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 (as defined below).  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 and on the Maturity Date, as the case may be,
shall be the amount of interest accrued from and including the immediately
preceding Interest Payment Date (or from and including November 15, 2005,
in the case of the initial Interest Payment Date) to but excluding the
applicable Interest Payment Date or the Maturity Date, as the case may be.  If any date for the payment of principal,
premium, if any, interest on, or any other amount with respect to, this Note
(each a “Payment Date”) falls 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 New York, New York are open for business.


 


E-1





















 


The principal of this
Note payable on the Maturity Date 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.  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 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 Sixteenth Supplemental Indenture
referred to herein.


 


E-2





















 


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


 


Dated:                           ,
20    


 


	
   

  	
  SIMON PROPERTY GROUP, L.P.

  
	
   

  	
  as Issuer

  
	
   

  	
   

  
	
   

  	
  By:

  	
   SIMON PROPERTY
  GROUP, INC.

  
	
   

  	
   

  	
  as General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
					



 


Attest:


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


E-3





















 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Officer

  
					



 


E-4





















 


[REVERSE OF NOTE]


 


SIMON PROPERTY GROUP, L.P.


 


[5.375/5.75]% Note due [2011/2015]


 


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 JPMorgan Chase Bank, 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 Sixteenth Supplemental
Indenture, dated as of November 15, 2005, 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. [5.375/5.75]% Note
due [2011/2015], initially limited in aggregate principal amount to
$[500,000,000/600,000,000] (the “Notes”).


 


In case an Event of
Default with respect to the Notes shall have occurred and be continuing, the
principal amount of the Notes and the Make-Whole Amount may be declared
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 within 90 days of
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


 


E-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, 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, 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


 


E-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 Sixteenth Supplemental Indenture
referred to herein.


 


E-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 hereby irrevocably constituting and
appointing 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.

  



 


E-8