UNDERWRITING AGREEMENT Dated as of May 11, 2009 among SIMON PROPERTY GROUP, L.P. and CITIGROUP GLOBAL MARKETS INC. DEUTSCHE BANK SECURITIES INC. GOLDMAN, SACHS & CO. and UBS SECURITIES LLCUnderwriting Agreement • May 15th, 2009 • Simon Property Group L P /De/ • Real estate investment trusts • New York
The Notes shall be issued under an indenture, dated as of November 26, 1996 (the “Original Indenture”), between the Operating Partnership and The Bank of New York Mellon Trust Company, N.A. (successor to The Chase Manhattan Bank), as trustee (the “Trustee”). The title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements and any other variable terms of the Notes shall be established by or pursuant to a twenty second supplemental indenture to the Original Indenture (as so supplemented, and as the same may be amended or further supplemented from time to time, the “Indenture”) to be entered into between the Operating Partnership and the Trustee on or prior to the Closing Time (as defined in Section 2(b)). Notes issued in book-entry form shall be issued to Cede & Co. as nominee of The Depository Trust Company (“DTC”) pursuant to a blanket issuer letter of representa
