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EXHIBIT 1
XXXXX XXXXXXXXX GROUP, L.P.
(a Delaware limited partnership)
Debt Securities
TERMS AGREEMENT
July 17, 1997
To: Xxxxx XxXxxxxxx Group, X.X.
Xxxxx Property Group, L.P.
National City Center
000 Xxxx Xxxxxxxxxx Xxxxxx
Xxxxx 00 Xxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
Ladies and Gentlemen:
We understand that Xxxxx XxXxxxxxx Group, L.P., a Delaware limited
partnership (the "Operating Partnership"), proposes to issue and sell
$250,000,000 aggregate principal amount of debt securities (hereinafter the
"Initial Underwritten Securities") as guaranteed by Simon Property Group, L.P.,
a Delaware limited partnership ("SPG, LP"). Subject to the terms and conditions
set forth or incorporated by reference herein, the underwriters named below (the
"Underwriters") offer to purchase, severally and not jointly, the respective
number of Initial Underwritten Securities as guaranteed by SPG, LP set forth
below opposite their names at the purchase price set forth below
Principal Amount Principal Amount
Underwriter of 2004 Notes of 2009 Notes
----------- ------------ -----------
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated ........... $ 25,000,000 37,500,000
Chase Securities Inc. ....................... 25,000,000 --
Xxxxxx Brothers Inc. ........................ -- 37,500,000
X.X. Xxxxxx Securities Inc. ................. -- 37,500,000
Xxxxxx Xxxxxxx & Co. Incorporated ........... -- 37,500,000
Salomon Brothers Inc. ....................... 25,000,000 --
UBS Securities LLC .......................... 25,000,000 --
------------ -----------
Total .............................. $100,000,000 150,000,000
============ ===========
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The Underwritten Securities shall have the following terms:
Title: 6 3/4% Notes due 2004 (the "2004 Notes")
7% Notes due 2009 (the "2009 Notes")
Rank: The Underwritten Securities will rank pari
passu with each other and with all other
unsecured and unsubordinated indebtedness
of the Operating Partnership except that
the Underwritten Securities will be
effectively subordinated to (i) the prior
claims of each secured mortgage lender to
any specific Portfolio Property which
secures such lender's mortgage and (ii) any
claims of creditors of entities wholly or
partly owned, directly or indirectly, by
the Operating Partnership.
Ratings: Baa1 by Xxxxx'x Investor Service
BBB by Standard & Poor's
BBB+ by Fitch Investors Service, L.P.
Aggregate principal amount: $100,000,000
$150,000,000
Currency of payment: U.S. Dollars
Interest rate or formula: The interest rate for the 2004 Notes is
6 3/4%; the interest rate for the 2009 Notes
is 7%
Interest payment dates: Interest on the 2004 Notes and the 2009
Notes is payable semi-annually in arrears on
each July 15 and January 15, commencing
January 15, 1998.
Stated maturity date: The 2004 Notes will mature on July 15, 2004
and the 2009 Notes will mature on July 15,
2009.
Redemption provisions: The Underwritten Securities are redeemable
at any time at the option of the Operating
Partnership, in whole or in part, at a
redemption price equal to the sum of (i) the
principal amount of the Underwritten
Securities being redeemed plus accrued
interest to the redemption date and (ii) the
Make-Whole Amount, if any.
Sinking fund requirements: None
Conversion provisions: None
Listing requirements: None
Black-out provisions: None
Guarantee: SPG, LP will guarantee the due and punctual
payment of the principal of, premium, if
any, interest on, and any other amounts
payable with respect to, the Underwritten
Securities, when and as the same shall
become due and payable, whether at a
maturity date, on redemption, by declaration
of acceleration or otherwise.
Initial public offering price: For the 2004 Notes, 99.575% of the principal
amount, plus accrued interest or amortized
original issue discount, if any, from date
of issuance; for the 2009 Notes, 99.284% of
the principal amount, plus accrued interest
or amortized original issue discount, if
any, from date of issuance.
Purchase price per Note: For the 2004 Notes, 98.950% of principal
amount, plus accrued interest or amortized
original issue discount, if any, from date
of issuance (payable in same day funds); for
the 2009 Notes, 98.609% of principal amount,
plus accrued interest or amortized original
issue discount, if any, from date of
issuance (payable in same day funds).
Lock-Up Provisions: None
Other terms and conditions: The 2004 Notes and the 2009 Notes shall be
in the form of Exhibits A and B,
respectively, to the Fourth Supplemental
Indenture, dated as of July 22, 1997,
between the Partnerships and The Chase
Manhattan Bank.
Closing date and location: July 22, 1997 at the offices of Xxxxxx &
Xxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000.
All of the provisions contained in the document attached as Annex I
hereto entitled "XXXXX XXXXXXXXX GROUP, L.P. AND SIMON PROPERTY GROUP,
L.P.--Debt Securities together with the Guarantee Underwriting Agreement" are
hereby incorporated by reference in their entirety herein and shall be deemed to
be a part of this
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Terms Agreement to the same extent as if such provisions had been set forth in
full herein. Terms defined in such document are used herein as therein defined.
Please accept this offer no later than six o'clock P.M. (New York City
time) on July 17, 1997 by signing a copy of this Terms Agreement in the space
set forth below and returning the signed copy to us.
Very truly yours,
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By: /s/ Xxxxxx X. Xxxxx
---------------------------
Name:
Title: Authorized Signatory
Acting on behalf of itself and the other named Underwriters.
Accepted:
XXXXX XXXXXXXXX GROUP, L.P.
By: SD Property Group, Inc.,
Managing General Partner
By: /s/ Xxxxx Xxxxx
------------------------------
Name: Xxxxx Xxxxx
Title: Chief Executive Officer
SIMON PROPERTY GROUP, L.P.
By: Xxxxx XxXxxxxxx Group, Inc.
General Partner
By: /s/ Xxxxx Xxxxx
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Name: Xxxxx Xxxxx
Title: Chief Executive Officer
