Exhibit 4.2
FORM OF GLOBAL
NOTE
[FACE OF GLOBAL
NOTE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW
YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED
IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS
CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO
A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE
OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A
NOMINEE OF SUCH SUCCESSOR.
|
REGISTERED
|
REGISTERED
|
|
NO. [ ]
|
PRINCIPAL AMOUNT
|
|
CUSIP NO. 828807 CA 3
|
[ ]
|
|
ISIN NO. US 828807CA39
|
|
SIMON PROPERTY GROUP,
L.P.
10.35% Note due
2019
Simon Property Group, L.P., a
Delaware limited partnership (the “Issuer,” which term
includes any successor under the Indenture (as defined below)), for
value received, hereby promises to pay to Cede & Co. or
its registered assigns, the principal amount of [PRINCIPAL AMOUNT
IN WORDS] dollars on April 1, 2019 (the “Maturity
Date”), unless earlier redeemed as described on the reverse
hereof, and to pay interest on the outstanding principal amount
hereof from March 25, 2009, semi-annually in arrears on
April 1 and October 1 of each year (each, an
“Interest Payment Date”), commencing on October 1,
2009, at the rate of 10.35% per annum, until payment of said
principal amount has been made or duly provided for.
The interest so payable and
punctually paid or duly provided for on any Interest Payment
Date shall be paid to the Holder in whose name this Note (or
one or more predecessor Notes) is registered in the Security
Register applicable to this Note at the close of business on the
“Record Date” for such payment, which shall be the
15 th calendar day immediately prior to such
Interest Payment Date, regardless of whether such day is a Business
Day (as defined below). Any interest not so punctually paid
or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date, and may be paid to the Holder
in whose name this Note (or one or more predecessor Notes) is
registered at the close of business on a subsequent record date for
the payment of such defaulted interest (which shall be not be more
than 15 calendar days and less than 10 calendar days prior to the
date of the payment of such defaulted interest) established by
notice given by mail by or on behalf of the Issuer to the Holders
of the
Notes not less than 10 calendar days preceding
such subsequent record date, or may be paid at any time in any
other lawful manner not inconsistent with the requirements of any
securities exchange on which the Notes may be listed, and upon such
notice as may be required by such exchange, all as more fully
provided in the Indenture. Interest on this Note shall be
computed on the basis of a 360-day year of twelve 30-day
months.
Interest payable on this Note on any
Interest Payment Date or date of redemption shall be the amount of
interest accrued from and including the immediately preceding
Interest Payment Date (or from and including March 25, 2009,
in the case of the initial period) to but excluding the
applicable Interest Payment Date or date of redemption, as the case
may be. If any date for the payment of principal, premium, if
any, interest on, or any other amount with respect to, this Note
(each a “Payment Date”) falls on a day that is not
a Business Day, the principal, premium, if any, or interest payable
with respect to such Payment Date shall be made on the next
succeeding Business Day with the same force and effect as if made
on such Payment Date, and no interest shall accrue on the amount so
payable for the period from and after such Payment Date to such
next succeeding Business Day. “Business Day”
means any day, other than a Saturday or a Sunday on which banking
institutions in The City of New York are open for
business.
The principal of this Note payable
on the Maturity Date or earlier date of redemption shall be paid
against presentation and surrender of this Note at the office or
agency of the Issuer maintained for that purpose in The Borough of
Manhattan, The City of New York or The City of Chicago. The
Issuer hereby initially designates the Corporate Trust Office of
the Trustee in The City of New York as the office to be
maintained by it where Notes may be presented for payment,
registration of transfer or exchange, and where notices to or
demands upon the Issuer in respect of the Notes or the Indenture
referred to on the reverse hereof may be served.
Payments of principal, premium, if
any, and interest in respect of this Note shall be made by wire
transfer of immediately available funds in such coin or currency of
the United States of America as at the time of payment is legal
tender for the payment of public and private debts.
Reference is made to the further
provisions of this Note set forth on the reverse hereof after the
Trustee’s Certificate of Authentication. Such further
provisions shall for all purposes have the same effect as though
fully set forth at this place.
This Note shall not be entitled to
the benefits of the Indenture or be valid or obligatory for any
purpose until the Certificate of Authentication hereon shall have
been signed by the Trustee under such Indenture.
Capitalized terms used herein which
are not otherwise defined shall have the respective meanings
assigned to them in the Indenture and the Twenty-First Supplemental
Indenture hereinafter referred to.
IN WITNESS WHEREOF
, the Issuer has caused this
instrument to be signed manually or by facsimile by its authorized
officers.
|
Dated: March 25, 2009
|
|
|
|
|
|
|
SIMON PROPERTY GROUP, L.P.
|
|
|
as Issuer
|
|
|
|
|
|
|
|
|
By: SIMON PROPERTY GROUP, INC.
|
|
|
its sole General
Partner
|
|
|
|
|
|
By:
|
|
|
|
|
Name:
|
Stephen E. Sterrett
|
|
|
|
Title:
|
Executive Vice President and Chief
|
|
|
|
|
Financial Officer
|
|
|
|
|
|
|
|
Attest:
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
Name:
|
James M. Barkley
|
|
|
|
Title:
|
General Counsel and Secretary
|
|
|
|
|
|
|
|
|
|
|
TRUSTEE’S CERTIFICATE OF
AUTHENTICATION
This is one of the Securities of the
series designated herein referred to in the
within-mentioned
