FIRST SUPPLEMENTAL INDENTURE Dated as of March 24, 2015 to INDENTURE Dated as of March 24, 2015 Among Washington Prime Group, L.P. and U.S. Bank National Association, as Trustee $250,000,000 3.850% Senior Notes due 2020

Exhibit 4.2

EXECUTION VERSION

FIRST SUPPLEMENTAL INDENTURE

Dated as of March 24, 2015

to

INDENTURE

Dated as of March 24, 2015

Among

Washington Prime Group, L.P.

and

U.S. Bank National Association, as Trustee

$250,000,000 3.850% Senior Notes due 2020

TABLE OF CONTENTS

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FIRST SUPPLEMENTAL INDENTURE

This First Supplemental Indenture, dated as of March 24, 2015 (this “First Supplemental Indenture”), between Washington Prime Group, L.P., an Indiana limited partnership (the “Operating Partnership”) and U.S. Bank National Association, as trustee, supplements that certain Indenture, dated as of March 24, 2015, between the Operating Partnership and the Trustee (the “Base Indenture” and together with the First Supplemental Indenture, as it may be further supplemented or amended from time to time, the “Indenture”).

RECITALS

Whereas, the Operating Partnership has duly authorized the execution and delivery of the Base Indenture to provide for the issuance from time to time of its Securities, unlimited as to principal amount, to bear such fixed or floating rates of interest, to mature at such time or times, to be issued in one or more series and to have such other provisions as provided for in the Base Indenture;

Whereas, the Base Indenture provides that the Securities issued thereunder shall be in the form as may be established by or pursuant to a Board Resolution and set forth in an Officer’s Certificate or as may be established in one or more supplemental indentures thereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by the Base Indenture; and

Whereas, pursuant to the terms of the Base Indenture, the Operating Partnership seeks to provide for the establishment of the terms of the 2020 Securities (as defined below).

NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:

For and in consideration of the premises stated herein, the parties hereto hereby enter into this First Supplemental Indenture, for the equal and proportionate benefit of all Holders of the Securities, as follows:

ARTICLE I

DEFINITIONS

Section 1.1            Certain Terms Defined in the Indenture.  For purposes of this First Supplemental Indenture, all capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Base Indenture, as amended and supplemented by this First Supplemental Indenture.

Section 1.2            Definitions.  For all purposes of this First Supplemental Indenture:

“2020 Securities” means the Initial 2020 Securities, the Additional 2020 Securities, if any, and any related Exchange Securities.

“Acquired Indebtedness” means Indebtedness (i) of any Person existing at the time such Person is acquired by the Operating Partnership or one of its Subsidiaries or (ii) assumed by the

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Operating Partnership or one of its Subsidiaries in connection with the acquisition of any asset or group of assets from any Person, in each case, other than Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or the related acquisition, as applicable. Acquired Indebtedness shall be deemed to be incurred on the date such Person becomes a Subsidiary or date of the related acquisition, as applicable.

“Additional Interest” means all additional interest then owing on the 2020 Securities pursuant to the Registration Rights Agreement.

“Additional 2020 Securities” has the meaning set forth in Section 2.3(g).

“Annual Service Charge” for any period means the aggregate interest expense for such period on, and the amortization during the period of any original issue discount of, Indebtedness of the Operating Partnership and its Subsidiaries on a consolidated basis.

“Base Indenture” has the meaning set forth in the recitals hereto.

“Business Day” means any day other than a Saturday, Sunday or other day on which banking institutions in The City of New York are authorized or obligated by law, regulation or executive order to close.

“Calculation Date” for the Treasury Rate means the third Business Day preceding the redemption date.

“Capitalization Rate” means 7.50% for malls and other real properties (excluding Strip Center Properties) and 7.00% for Strip Center Properties.

“Clearstream” means Clearstream Banking, société anonyme, or any successor.

“Closing Date” means March 24, 2015.

“Comparable Treasury Issue” means the United States Treasury security selected by the Independent Investment Banker as having a maturity comparable to the remaining term of the 2020 Securities to be redeemed to the then assumed stated maturity date of March 2, 2020 that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the 2020 Securities to be redeemed.

“Comparable Treasury Price” means, with respect to any redemption date for the 2020 Securities, (1) the average of three Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of five Reference Treasury Dealer Quotations, or (2) if the Operating Partnership obtains fewer than five such Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer Quotations.

“Consolidated EBITDA” means, for any period, the sum of Mall EBITDA and Strip Center EBITDA for such period.

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“Distribution Compliance Period” means “distribution compliance period”, as such term is defined in Regulation S.

“DTC” means The Depository Trust Company, its nominees and their successors and assigns.

“Euroclear” means Euroclear Bank SA/NV, or any successor.

“Exchange Securities” means debt securities of the Operating Partnership issued in the Exchange Offer and having terms identical in all material respects to the Initial 2020 Securities, except that the transfer restrictions under the Securities Act shall be eliminated.

“Exchange Offer” means an offer made by the Operating Partnership pursuant to the Registration Rights Agreement to exchange the Initial 2020 Securities or Additional 2020 Securities, as applicable, for the related Exchange Securities.

“First Supplemental Indenture” has the meaning set forth in the recitals hereto.

“Future Securities” has the meaning set forth in Article III.

“Global Security” means the 2020 Securities, in global form and registered in the name of DTC or its nominee.

“Independent Investment Banker” means one of the Reference Treasury Dealers that the Operating Partnership appoints to act as the Independent Investment Banker from time to time.

“Indenture” has the meaning set forth in the recitals hereto.

“Initial 2020 Securities” means the $250 million in aggregate principal amount of the Operating Partnership’s 3.850% Senior Notes due 2020 issued under this Indenture on the Closing Date.

“Interest Payment Date” has the meaning set forth in Section 2.3(c).

“Mall EBITDA” means, for any period, without duplication, the Operating Partnership’s consolidated net income or loss from mall and other real properties (excluding Strip Center Properties), including amounts reported in discontinued operations, excluding net derivative gains or losses and gains or losses on dispositions of real estate investments as reflected in the reports filed by the Operating Partnership under the Exchange Act (or, at any time that the Operating Partnership is not subject to the information requirements of the Exchange Act, as reflected in the Operating Partnership’s internal consolidated financial statements), before deductions, for: (i) interest expense; (ii) provision for taxes based on income; (iii) depreciation, amortization and all other non-cash items, as the Operating Partnership determines in good faith, deducted in arriving at consolidated net income or loss; (iv) extraordinary items; (v) non-recurring items, as the Operating Partnership determines in good faith, including prepayment penalties; and (vi) minority interests.

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In each case for the relevant period, the Operating Partnership will reasonably determine the amounts in accordance with GAAP, except to the extent GAAP is not applicable with respect to the determination of all non-cash and non-recurring items.  Mall EBITDA will be adjusted, without duplication, to give pro forma effect: (a) in the case of any assets placed in service or removed from service since the beginning of the period and on or prior to the date of determination, to include or exclude, as the case may be, any Mall EBITDA earned or eliminated as a result of the placement of such assets in service or removal of such assets from service as if the placement of such assets in service or removal of such assets from service occurred at the beginning of the period; and (b) in the case of any acquisition or disposition of any asset or group of assets since the beginning of the period and on or prior to the date of determination, including, without limitation, by merger, or share or asset purchase or sale, to include or exclude, as the case may be, any Mall EBITDA earned or eliminated as a result of the acquisition or disposition of such asset or group of assets as if the acquisition or disposition occurred at the beginning of the period.  For the purposes of this definition, Mall EBITDA will be determined without the deduction to earnings of transaction expenses, merger costs, impairment charges, corporate level general and administrative expenses and other corporate expenses such as land holding costs, employee and director stock and stock option expense and pursuit cost write-offs as the Operating Partnership determines in good faith.

“Operating Partnership” has the meaning set forth in the recitals hereto.

“Primary Treasury Dealer” means a primary United States government securities dealer in the United States of America.

“Reference Treasury Dealer” means: each of (i) Citigroup Global Markets Inc., J.P. Morgan Securities LLC or RBS Securities Inc. (or an affiliate of any of the foregoing that is a Primary Treasury Dealer); provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, the Operating Partnership will substitute therefor another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by the Operating Partnership.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed, in each case, as a percentage of its principal amount) quoted in writing to the Independent Investment Banker by such Reference Treasury Dealer as of 3:30 p.m., New York City time, on the third Business Day immediately preceding such redemption date.

“Regular Record Date” has the meaning set forth in Sections 2.3(c) hereof.

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

“Regulation S Security” means a 2020 Security sold in reliance on Regulation S under the Securities Act.

“Reporting Date” means the date ending the most recently ended fiscal quarter of the Operating Partnership for which the Operating Partnership’s internal consolidated financial statements are available, it being understood that at any time when the Operating Partnership is

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subject to the informational requirements of the Exchange Act, and, in accordance therewith, file annual and quarterly reports with the Commission, the term “Reporting Date” shall be deemed to refer to the date ending the fiscal quarter covered by the Operating Partnership’s most recently filed Quarterly Report on Form 10-Q or, in the case of the last fiscal quarter of the year, the Operating Partnership’s Annual Report on Form 10-K.

“Restricted Securities” means “restricted securities,” as such term is defined in Rule 144 under the Securities Act.

“Rule 144A Security” means a 2020 Security sold pursuant to Rule 144A under the Securities Act.

“Stabilized Property” means (i) with respect to the Operating Partnership’s direct or indirect acquisition of an income producing property, a real property becomes stabilized when the Operating Partnership or its Subsidiaries have owned the property for at least four full quarters and (ii) with respect to one of the Operating Partnership’s direct or indirect newly constructed or development properties, a real property becomes stabilized four full quarters after the earlier of (a) 18 months after its substantial completion of construction or development, and (b) the fiscal quarter in which the occupancy level of such real property is at least 90%.

“Stabilized Property Value” means, with respect to the Stabilized Properties, as of any date, (i) Mall EBITDA divided by the applicable Capitalization Rate plus (ii) Strip Center EBITDA divided by the applicable Capitalization Rate.

“Strip Center EBITDA” means, for any period, without duplication, the Operating Partnership’s consolidated net income or loss from Strip Center Properties, including amounts reported in discontinued operations, excluding net derivative gains or losses and gains or losses on dispositions of real estate investments as reflected in the reports filed by the Operating Partnership under the Exchange Act (or, at any time that the Operating Partnership is not subject to the information requirements of the Exchange Act, as reflected in the Operating Partnership’s internal consolidated financial statements), before deductions, for: (i) interest expense; (ii) provision for taxes based on income; (iii) depreciation, amortization and all other non-cash items, as the Operating Partnership determines in good faith, deducted in arriving at consolidated net income or loss; (iv) extraordinary items; (v) non-recurring items, as the Operating Partnership determines in good faith, including prepayment penalties; and (vi) minority interests.

In each case for the relevant period, the Operating Partnership will reasonably determine the amounts in accordance with GAAP, except to the extent GAAP is not applicable with respect to the determination of all non-cash and non-recurring items.  Strip Center EBITDA will be adjusted, without duplication, to give pro forma effect: (a) in the case of any assets placed in service or removed from service since the beginning of the period and on or prior to the date of determination, to include or exclude, as the case may be, any Strip Center EBITDA earned or eliminated as a result of the placement of such assets in service or removal of such assets from service as if the placement of such assets in service or removal of such assets from service occurred at the beginning of the period; and (b) in the case of any acquisition or disposition of any asset or group of assets since the beginning of the period and on or prior to the date of determination, including, without limitation, by merger, or share or asset purchase or sale, to

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include or exclude, as the case may be, any Strip Center EBITDA earned or eliminated as a result of the acquisition or disposition of such asset or group of assets as if the acquisition or disposition occurred at the beginning of the period.  For the purposes of this definition, Strip Center EBITDA will be determined without the deduction to earnings of transaction expenses, merger costs, impairment charges, corporate level general and administrative expenses and other corporate expenses such as land holding costs, employee and director stock and stock option expense and pursuit cost write-offs as the Operating Partnership determines in good faith.

“Strip Center Properties” means the properties identified as “strip centers” on Schedule III to WPG’s or the Operating Partnership’s most recent audited consolidated financial statements (or any successor schedule), together with each additional real property acquired or placed in service since the date of such audited consolidated financial statements, determined in good faith by any two of the Chief Executive Officer, the President, the Chief Financial Officer, the Chief Operations Officer and the Chief Administrative Officer of WPG, as the sole general partner of the Operating Partnership, to be “strip centers” on the same basis as the “strip centers” identified on the aforementioned Schedule III, subject to, and in accordance with, Section 2.4 hereof.

“Total Assets” means, as of any date, in each case as determined by the Operating Partnership, on a consolidated basis for the Operating Partnership and its Subsidiaries, the sum of:  (i) for Stabilized Properties, their Stabilized Property Value; and (ii) for all other assets of the Operating Partnership and its Subsidiaries, their undepreciated book value as determined in accordance with GAAP.

“Total Unencumbered Assets” means those assets within Total Assets that are not subject to an Encumbrance; provided, however, that, in determining Total Unencumbered Assets as a percentage of outstanding Unsecured Indebtedness for purposes of Section 3.5 hereof, all investments in any Person that is not consolidated with the Operating Partnership for financial reporting purposes in accordance with GAAP shall be excluded from Total Unencumbered Assets to the extent that such investments would have otherwise been included.

“Treasury Rate” means, with respect to any redemption date,  (1) the arithmetic mean of the yields for the week preceding the Calculation Date published in the statistical release designated “H.15(519)”, or any successor publication which is published weekly by the Board of Governors of the Federal Reserve System and which establishes yields on actively traded United States Treasury securities adjusted to constant maturity, under the caption “Week Ending” for “Treasury Constant Maturities”, for the maturity corresponding to the Comparable Treasury Issue (if no maturity is within 30 days before or after the remaining term of the 2020 Securities to be redeemed to their assumed stated maturity date of March 2, 2020, yields for the two published maturities most closely corresponding to the Comparable Treasury Issue, rounded to the nearest month, will be determined and the Treasury Rate will be interpolated or extrapolated from such yields on a straight line basis), or (2) if such release (or any successor release) is not published during the week preceding the Calculation Date or does not contain such yields, the rate per year equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, calculated on the Calculation Date using a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

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“U.S. Resale Restriction Termination Date” means, with respect to the Initial 2020 Securities and any Additional 2020 Securities, (x) the date which is one year (or such shorter period of time as permitted by Rule 144 under the Securities Act without the satisfaction of any conditions or other requirements) after the later of the date of original issue thereof, as the case may be, and the last date on which the Operating Partnership or any of its affiliates were the owner thereof, as the case may be, (or any predecessor thereto) and (y) such later date, if any, as may be required by any subsequent change in applicable law.

“Unsecured Indebtedness” means Indebtedness which is (i) not subordinated to any other Indebtedness and (ii) not secured by any Encumbrance upon any of the properties of the Operating Partnership or any Subsidiary.

ARTICLE II

CREATION, FORM AND
TERMS AND CONDITIONS OF THE 2020 SECURITIES

Section 2.1                                    Creation of the 2020 Securities.  In accordance with Section 301 of the Base Indenture, the Operating Partnership hereby creates the 2020 Securities as a series of its debt securities issued pursuant to the Indenture.  The 2020 Securities shall initially be issued in an aggregate principal amount of $250,000,000.  Additional 2020 Securities in an unlimited amount may be issued pursuant to Sections 2.3(g) hereof.

Section 2.2                                    Form of the 2020 Securities.  The Initial 2020 Securities shall be issued in the form of one or more Global Securities, duly executed by the Operating Partnership and authenticated by the Trustee without the necessity of the reproduction thereon of the corporate seal of WPG (as defined in the Base Indenture), as the general partner of the Operating Partnership, which shall be initially deposited with, or on behalf of, DTC and registered in the name of “Cede & Co.,” as the initial nominee of DTC.  If the Initial 2020 Securities are represented by one or more Global Securities, then any Additional 2020 Securities and any related Exchange Securities issued by the Operating Partnership will also be represented by one or more Global Securities.  The 2020 Securities shall be substantially in the form of Exhibit A hereto.

Section 2.3                                    Terms and Conditions of the 2020 Securities.  The 2020 Securities shall be governed by all the terms and conditions of the Indenture.  In particular, the following provisions shall be terms of the 2020 Securities:

(a)                                 Title and Aggregate Principal Amount.  The title of the 2020 Securities shall be “Washington Prime Group, L.P. 3.850% Senior Notes due 2020”; and the aggregate principal amount of the 2020 Securities shall be as specified in Section 2.1 of this First Supplemental Indenture.

(b)                                 Stated Maturity Date.  The 2020 Securities shall mature, and the unpaid principal thereon shall be payable, on April 1, 2020, unless redeemed at the option of the Operating Partnership prior to such date in accordance with Section 2.3(d) below.

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(c)                                  Interest.  The rate per annum at which interest shall be payable on the 2020 Securities shall be 3.850%, subject to the provisions of the Registration Rights Agreement in respect of Additional Interest.  Interest on the 2020 Securities shall accrue from, and including, the Closing Date.  Interest on the related Exchange Securities shall accrue from, and including, the last date, if any, on which interest was paid on the 2020 Securities or, if none, from, and including, the Closing Date.  Interest on the Additional 2020 Securities shall accrue as contemplated in Section 2.3(g) hereof. Interest on the 2020 Securities shall be payable semi-annually in arrears on each April 1 and October 1, commencing on October 1, 2015 (each, an “Interest Payment Date”), to the Persons in whose names the applicable 2020 Securities are registered in the Security Register at the close of business on March 15 or September 15, as the case may be, immediately preceding the applicable Interest Payment Date, regardless of whether such day is a Business Day (each, a “Regular Record Date”).  Interest on the 2020 Securities shall be computed on the basis of a 360-day year of twelve 30-day months.

(d)                                 Optional Redemption.  The Operating Partnership may redeem the 2020 Securities, in whole or from time to time in part, subject to the conditions and at the redemption prices set forth in the form set forth in Exhibit A hereto, which is hereby incorporated by reference and made a part of this First Supplemental Indenture.

(e)                                  Registration and Form.  The 2020 Securities shall be issuable as Registered Securities in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.  All payments of principal, premium, if any, and interest in respect of the 2020 Securities shall be made by the Operating Partnership in immediately available funds.

(f)                                   Defeasance.  The provisions for legal defeasance in Section 402 of the Base Indenture and for covenant defeasance (which provisions shall apply to the covenants set forth in Article III of this First Supplemental Indenture, with the exception of the second paragraph of Section 3.6) in Section 402 of the Base Indenture shall be applicable to the 2020 Securities.

(g)                                  Issuance of Additional 2020 Securities. The Operating Partnership may, from time to time, without notice to or the consent of any Holders of the 2020 Securities, create and issue additional debt securities having the same terms as the 2020 Securities of such series in all respects, except for the issue date and, under certain circumstances, the issue price, the date from which interest begins to accrue and the first payment of interest thereon, provided that such issuance complies with the covenants described herein (the “Additional 2020 Securities”). The Initial 2020 Securities, any additional debt securities issued pursuant to this Section 2.3(g) and any related Exchange Securities shall be treated as a single series of debt securities of the Operating Partnership for all purposes under the Indenture.

With respect to any Additional 2020 Securities, the Operating Partnership shall set forth in a resolution of its Board of Directors and in an Officer’s Certificate, a copy of each of which shall be delivered to the Trustee, the following information:

(1)                                 the aggregate principal amount of such Additional 2020 Securities to be authenticated and delivered pursuant to this First Supplemental Indenture;

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(2)                                 the issue price, the issue date, the CUSIP number of such Additional 2020 Securities, the first Interest Payment Date and the date from which interest begins to accrue; and

(3)                                 whether such Additional 2020 Securities shall be Restricted Securities.

(h)                                 Cancellation.  Any 2020 Securities purchased by the Operating Partnership may not be reissued or resold and will be canceled promptly.

(i)                                     Other Terms and Conditions.  The 2020 Securities shall have such other terms and conditions as provided in the form thereof attached as Exhibit A.

Section 2.4                                    Designation of Strip Center Properties.  From time to time, the Operating Partnership may designate internally one or more additional properties acquired or placed in service since the date of WPG’s or the Operating Partnership’s most recent audited consolidated financial statements as Strip Center Properties.  Upon the Operating Partnership’s internal designation, such property or properties shall each be deemed to be a Strip Center Property for all purposes of this First Supplemental Indenture until the next subsequent filing of Schedule III to WPG’s or the Operating Partnership’s audited consolidated financial statements; provided that if the Operating Partnership has not delivered within fifteen Business Days of the end of the fiscal quarter in which such property or properties were acquired or placed in service a certificate of any two of the Chief Executive Officer, the President, the Chief Financial Officer, the Chief Operations Officer and the Chief Administrative Officer of WPG, as the sole general partner of the Operating Partnership, in substantially the form attached hereto as Schedule A, to the Trustee (i) setting forth the name of such property or properties and (ii) certifying that such property or properties have been determined in good faith by each such officer to be “strip centers” on the same basis as the “strip centers” identified in Schedule III to such most recent audited consolidated financial statements, then such property or properties shall cease to be deemed Strip Center Properties for the purpose of this First Supplemental Indenture until such Officer’s Certificate is delivered to the Trustee.  The Trustee shall make any such Officer’s Certificate available to a Holder upon its written request.  Notwithstanding the foregoing and for the avoidance of doubt, a property shall no longer be a Strip Center Property upon its sale or other disposition.

ARTICLE III

CERTAIN COVENANTS

In addition to the covenants set forth in Sections 1001 through 1004, inclusive, of the Base Indenture, there are established the following covenants for the benefit of the Holders of: (1) the 2020 Securities; and (2) each series of Securities issued subsequent to the date hereof (“Future Securities”) and to which such Future Securities shall be subject unless, pursuant to Section 301 of the Base Indenture, the following covenants shall be made not applicable with respect to such Future Securities, and to which (with the exception of the second paragraph in Section 3.6) Sections 402(3) and 1005 of the Base Indenture shall apply:

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Section 3.1                                    Limitation on All Outstanding Indebtedness.  The Operating Partnership will not, and will not permit any Subsidiary to, incur any Indebtedness, if, immediately after giving effect to the incurrence of the additional Indebtedness and the application of the proceeds of such Indebtedness, the aggregate principal amount of all outstanding Indebtedness of the Operating Partnership and its Subsidiaries on a consolidated basis determined in accordance with GAAP is greater than 65% of Total Assets.

Section 3.2                                    Limitations on Incurrence of Secured Indebtedness.  The Operating Partnership will not, and will not permit any Subsidiary to, incur any Indebtedness secured by any Encumbrance upon any of its property or that of any Subsidiary if, immediately after giving effect to the incurrence of the additional Indebtedness and the application of the proceeds of such Indebtedness, the aggregate principal amount of all outstanding Indebtedness of the Operating Partnership and its Subsidiaries on a consolidated basis, determined in accordance with GAAP, which is secured by any Encumbrance on its property or that of any Subsidiary is greater than 40% of Total Assets.

Section 3.3                                    Maximum Ratio of Consolidated Income Available for Debt Service to Annual Service Charge.  The Operating Partnership will not, and will not permit any Subsidiary to, incur any Indebtedness if the ratio of Consolidated EBITDA to the Annual Service Charge for the four consecutive fiscal quarters ended on the most recent Reporting Date would have been less than 1.50 to 1.00, on a pro forma basis, after giving effect to the incurrence of the additional Indebtedness and the application of the proceeds of such Indebtedness and calculated on the assumption that: (i) the additional Indebtedness and any other Indebtedness incurred by the Operating Partnership or its Subsidiaries since the first day of such four-quarter period and the application of the proceeds of such Indebtedness, including Indebtedness to refinance other Indebtedness, had occurred at the beginning of such period; (ii) the repayment or retirement of any other Indebtedness by the Operating Partnership or its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period; (iii) in the case of Acquired Indebtedness or Indebtedness incurred in connection with any acquisition since the first day of the four-quarter period, the related acquisition had occurred as of the first day of the period with appropriate adjustments to Consolidated EBITDA for the acquisition being included in the pro forma calculation; and (iv) in the case of any acquisition or disposition by the Operating Partnership or any Subsidiary of any asset or group of assets since the first day of such four-quarter period, including, without limitation, by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with appropriate adjustments to Consolidated EBITDA for the acquisition or disposition being included in the pro forma calculation.

In applying the above assumptions to the calculation of the Annual Service Charge and Consolidated EBITDA, 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.

Section 3.4                                    General.  For purposes of the foregoing provisions, Indebtedness is deemed to be “incurred” by the Operating Partnership or such Subsidiary whenever the Operating Partnership or a Subsidiary creates, assumes, guarantees or otherwise becomes liable for such Indebtedness.

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Section 3.5                                    Maintenance of Total Unencumbered Assets.  The Operating Partnership and its Subsidiaries will at all times own Total Unencumbered Assets equal to at least 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness of the Operating Partnership and its Subsidiaries on a consolidated basis determined in accordance with GAAP.

Section 3.6                                    Delivery of Information. Whether or not the Operating Partnership is then subject to Section 13 or 15(d) of the Exchange Act, the Operating Partnership will furnish to the Trustee (1) all quarterly and annual reports that would be required to be filed with the Commission on Forms 10-Q and 10-K if it was then subject to Section 13 or 15(d) of the Exchange Act and (2) all current reports that would be required to be filed with the Commission on Form 8-K if it was then subject to Section 13 or 15(d) of the Exchange Act, in each case within 15 days after it files such reports with the Commission or would be required to file such reports with the Commission as contemplated above, whichever is earlier.  Reports, information and documents filed with the Commission via the Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”) will be deemed to be delivered to the Trustee as of the time of such filing via EDGAR for purposes of this covenant; provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed via EDGAR.  Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including compliance with any of the covenants contained in this First Supplemental Indenture (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate).  Notwithstanding the foregoing, unless the Operating Partnership is then subject to Section 13 or 15(d) of the Exchange Act, (i) prior to the consummation of the Exchange Offer contemplated by the Registration Rights Agreement and (ii) on or after consummation of the Exchange Offer, if permitted by the Commission, the Operating Partnership may satisfy its obligation to furnish any report described above by furnishing such report relating to WPG (and, for the avoidance of doubt, reports, information and documents filed with the Commission by WPG via EDGAR will be deemed to be delivered to the Trustee as of the time of such filing via EDGAR for purposes of this covenant).

For so long as any of the 2020 Securities or any Future Securities to which this Section 3.6 applies remain Outstanding and constitute Restricted Securities, the Operating Partnership will promptly furnish to the Holders thereof and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4).

ARTICLE IV

REGISTRATION, TRANSFER AND EXCHANGE

Section 4.1                                    Restricted 2020 Securities.  Except as permitted by this Article IV, each Restricted Security (including Restricted Securities represented in whole or in part by Global Securities) shall bear a legend specified in Section 5.1(2) hereof, in the case of a Rule 144A Security, or Section 5.1(3), in the case of a Regulation S Security:

If any 2020 Securities are issued upon the transfer, exchange or replacement of Securities of the same series and in the same form not bearing the applicable legend referred to above, the

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2020 Securities so issued shall not bear such legend.  If any 2020 Securities are issued upon the transfer, exchange or replacement of Securities of the same series and in the same form bearing such legend or if a request is made to remove such legend from any 2020 Securities, the 2020 Securities so issued shall bear such legend or such legend shall not be removed, as the case may be, unless and until there is delivered to the Operating Partnership such satisfactory evidence as may be reasonably required by the Operating Partnership to evidence that any such 2020 Securities are not then subject to any transfer restrictions under the Securities Act.  Upon provision of such satisfactory evidence to the Operating Partnership, the Trustee, upon receipt of an Operating Partnership Order, shall authenticate and deliver 2020 Securities of the same series and in the same form of like tenor and terms that does not bear such legend.

Prior to the expiration of the Distribution Compliance Period, if an owner of a beneficial interest in a Rule 144A Security deposited with DTC wishes at any time to exchange all or a portion of its beneficial interest in such Rule 144A Security for a beneficial interest in the Regulation S Security, or to transfer all or a portion of its beneficial interest in such Rule 144A Security, to a Person who wishes to take delivery thereof in the form of a beneficial interest in such Regulation S Security, such owner may, subject to the rules and procedures of DTC and to the requirements set forth below, exchange or cause the exchange or transfer or cause the transfer of such interest for an equivalent beneficial interest in such Regulation S Security.

Upon receipt by the Trustee, as Securities Registrar, of (1) instructions given in accordance with DTC’s procedures from an agent member directing the Trustee to credit or cause to be credited a beneficial interest in the Regulation S Security in an amount equal to the beneficial interest in the Rule 144A Security to be exchanged or transferred, (2) a written order given in accordance with DTC’s procedures containing information regarding the Euroclear or Clearstream or other account to be credited with such increase and the name of such account and (3) a certificate substantially in the form of Exhibit B hereto given by the owner of such beneficial interest, the Trustee, as Securities Registrar, shall instruct DTC, its nominee, or the custodian for DTC, as the case may be, to reduce or reflect on its records a reduction of the Rule 144A Security by the aggregate principal amount of the beneficial interest in such Rule 144A Security to be so exchanged or transferred and the Trustee, as Securities Registrar, shall instruct DTC, its nominee, or the custodian for DTC, as the case may be, concurrently with such reduction, to increase or reflect on its records an increase of the principal amount of such Regulation S Security by the aggregate principal amount of the beneficial interest in such Rule 144A Security to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who shall be the agent member of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in such Regulation S Security equal to the reduction in the principal amount of such Rule 144A Security.

After the expiration of the Distribution Compliance Period, if an owner of a beneficial interest in the Rule 144A Security deposited with DTC wishes at any time to exchange all or a portion of its interest in such Rule 144A Security for a beneficial interest in the Regulation S Security, or to transfer all or a portion of its interest in such Rule 144A Security to a Person who wishes to take delivery thereof in the form of a beneficial interest in such Regulation S Security, such owner may, subject to the rules and procedures of DTC and to the requirements set forth below, exchange or cause to exchange or transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in such Regulation S Security.

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Upon receipt by the Trustee, as Securities Registrar, of (1) instructions given in accordance with DTC’s procedures from an agent member directing the Trustee to credit or cause to be credited a beneficial interest in the Regulation S Security in an amount equal to the beneficial interest in the Rule 144A Security to be exchanged or transferred, (2) a written order given in accordance with DTC’s procedures containing information regarding the Euroclear or Clearstream or other account to be credited with such increase and (3) a certificate substantially in the form of Exhibit C hereto given by the owner of such beneficial interest, the Trustee, as Securities Registrar, shall instruct DTC, its nominee, or the custodian for DTC, as the case may be, to reduce or reflect on its records a reduction of the Rule 144A Security by the aggregate principal amount of the beneficial interest in such Rule 144A Security to be so exchanged or transferred and the Trustee, as Securities Registrar, shall instruct DTC, its nominee, or the custodian for DTC, as the case may be, concurrently with such reduction, to increase or reflect on its records an increase of the principal amount of such Regulation S Security by the aggregate principal amount of the beneficial interest in such Rule 144A Security to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in such Regulation S Security equal to the reduction in the principal amount of such Rule 144A Security.

If an owner of a beneficial interest in the Regulation S Security which is deposited with DTC wishes at any time to exchange its interest for a beneficial interest in the Rule 144A Security, or to transfer its beneficial interest in such Regulation S Security to a Person who wishes to take delivery thereof in the form of a beneficial interest in such Rule 144A Security, such owner may, subject to the rules and procedures of Euroclear or Clearstream or DTC, as the case may be, and to the requirements set forth in the following sentence, exchange or cause the exchange or transfer or cause the transfer of such interest for an equivalent beneficial interest in such Rule 144A Security.

Upon receipt by the Trustee, as Securities Registrar, at its Offices in The City of New York of (1) instructions from Euroclear or Clearstream or DTC, as the case may be, directing the Trustee, as Securities Registrar, to credit or cause to be credited a beneficial interest in the Rule 144A Security in an amount equal to the beneficial interest in the Regulation S Security to be exchanged or transferred, such instructions to contain information regarding the agent member’s account with DTC to be credited with such increase, and (2) a certificate substantially in the form of Exhibit D hereto given by the owner of such beneficial interest, the Trustee, as Securities Registrar, shall instruct DTC, its nominee, or the custodian for DTC, as the case may be, to reduce or reflect on its records a reduction of the Regulation S Security, as the case may be, by the aggregate principal amount of the beneficial interest in such Regulation S Security to be exchanged or transferred and the Trustee as Securities Registrar, shall instruct DTC, its nominee, or the custodian for DTC, as the case may be, concurrently with such reduction, to increase or reflect on its records an increase of the principal amount of such Rule 144A Security by the aggregate principal amount of the beneficial interest in such Regulation S Security, as the case may be, to be so exchanged or transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in such Rule 144A Security equal to the reduction in the principal amount of such Regulation S Security, as the case may be.

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Upon the occurrence of an Exchange Offer in accordance with a Registration Rights Agreement, the Operating Partnership shall issue and, upon receipt of an Operating Partnership Order, the Trustee shall authenticate, one or more Global Securities of the applicable series not bearing a legend containing transfer restrictions under the Securities Act in an aggregate principal amount equal to the principal amount of the beneficial interests in the Global Securities of such series that are Restricted Securities tendered for acceptance in accordance with the Exchange Offer and accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Global Securities, the Registrar shall cause the aggregate principal amount of the applicable Restricted Security (including Restricted Securities represented in whole or in part by Global Securities) to be reduced accordingly, and the Registrar shall deliver Restricted Securities (including Restricted Securities represented in whole or in part by Global Securities) not bearing a legend containing transfer restrictions under the Securities Act in the appropriate principal amount.

After the transfer of any 2020 Securities of a series bearing a legend containing transfer restrictions under the Securities Act during the effectiveness of, and pursuant to, a shelf registration statement with respect to such 2020 Securities, all requirements pertaining to such legend shall cease to apply (but, for the avoidance of doubt, the requirements that any such 2020 Securities be issued in global form shall continue to apply).

Section 4.2                                    Temporary Securities.  Notwithstanding anything to the contrary in the Indenture, Regulation S Securities initially shall be issued in temporary, fully registered form, without interest coupons.  Each temporary Regulation S Security (or beneficial interest therein) shall be exchangeable for a definitive Regulation S Security (1) after the expiration of the Distribution Compliance Period and (2) upon receipt by the Securities Registrar of a certificate from the applicable owners of a beneficial interest in such temporary Regulation S Security (as shown by its records) a certificate substantially in the form of Exhibit E hereto.

ARTICLE V

LEGENDS

Section 5.1                                    Legends.  (1) Each Global Security shall bear the following legends on the face thereof:

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE OPERATING PARTNERSHIP OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE 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.

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UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE 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.

(2)                                 Each Global Security issued in reliance upon Rule 144A under the Securities Act, and any 2020 Securities issued in exchange therefor, unless and until (x) such Security is exchanged for a related Exchange Security or sold in connection with an effective shelf registration statement pursuant to the Registration Rights Agreement or (y) until the applicable U.S. Resale Restriction Termination Date, shall bear the following legend on the face thereof:

THIS SECURITY HAS NOT BEEN REGISTERED FOR OFFER OR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION.  NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION 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, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY OTHER APPLICABLE JURISDICTION.  BY ITS ACCEPTANCE HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QUALIFIED INSTITUTIONAL BUYER”) (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)), (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, PRIOR TO THE DATE WHICH IS THE LATER OF (X) ONE YEAR (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT WITHOUT THE SATISFACTION OF ANY CONDITIONS OR OTHER REQUIREMENTS) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH WASHINGTON PRIME GROUP, L.P. (THE “OPERATING PARTNERSHIP”) OR ANY AFFILIATE OF THE OPERATING PARTNERSHIP WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) OR SUCH INTEREST OR PARTICIPATION AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY ANY SUBSEQUENT CHANGE IN APPLICABLE LAW, ONLY (A) TO THE OPERATING PARTNERSHIP OR TO CITIGROUP GLOBAL MARKETS INC., J.P. MORGAN SECURITIES LLC OR RBS SECURITIES INC., (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME OR BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER ACQUIRING THIS SECURITY OR SUCH INTEREST OR PARTICIPATION FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER AND TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) TO A NON-U.S. PERSON IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES

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ACT, SUBJECT TO ANY REQUIREMENT OF LAW THAT THE DISPOSITION OF THIS SECURITY OR SUCH INTEREST OR PARTICIPATION BE AT ALL TIMES WITHIN ITS CONTROL, AND TO COMPLIANCE WITH THE SECURITIES LAWS OF ANY OTHER APPLICABLE JURISDICTION AND WITH THE PROCEDURES SPECIFIED IN THE INDENTURE. THIS LEGEND MAY ONLY BE REMOVED AT THE INSTRUCTION OF THE OPERATING PARTNERSHIP TO THE TRUSTEE.

(3)                                 Each Global Security sold in reliance upon Regulation S, and any 2020 Securities issued in exchange therefor during the Distribution Compliance Period, unless and until such Security is exchanged for a related Exchange Security or sold in connection with an effective shelf registration statement pursuant to the Registration Rights Agreement, shall bear the following legend on the face thereof:

PRIOR TO THE EXPIRATION OF THE 40-DAY ‘DISTRIBUTION COMPLIANCE PERIOD’ (AS DEFINED IN REGULATION S), THIS SECURITY MAY NOT BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, A U.S. PERSON WITHIN THE MEANING OF REGULATION S, EXCEPT TO A PERSON REASONABLY BELIEVED TO BE A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A AND THE INDENTURE OR OTHERWISE IN ACCORDANCE WITH REGULATION S.  THIS LEGEND MAY ONLY BE REMOVED AT THE INSTRUCTION OF THE OPERATING PARTNERSHIP TO THE TRUSTEE.

ARTICLE VI

MISCELLANEOUS

Section 6.1                                    Relationship with Indenture.  The terms and provisions contained in the Indenture will constitute, and are hereby expressly made, a part of this First Supplemental Indenture.  However, to the extent any provision of the Indenture conflicts with the express provisions of this First Supplemental Indenture, the provisions of this First Supplemental Indenture will govern and be controlling.

Section 6.2                                    Trust Indenture Act Controls.  If any provision of this First Supplemental Indenture limits, qualifies or conflicts with another provision which is required to be included in this First Supplemental Indenture by the Trust Indenture Act, the required provision shall control.  If any provision of this First Supplemental Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this First Supplemental Indenture as so modified or excluded, as the case may be.

Section 6.3                                    Additional Interest.  Additional Interest may accrue on the 2020 Securities pursuant to a Registration Rights Agreement, and all references to “interest” in the Indenture and in such 2020 Securities shall include any such Additional Interest that may be payable.

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Section 6.4            Governing Law.  This First Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.

Section 6.5            Multiple Counterparts.  The parties may sign multiple counterparts of this First Supplemental Indenture.  Each signed counterpart shall be deemed an original but all of them together represent one and the same First Supplemental Indenture.

Section 6.6            Severability.  Each provision of this First Supplemental Indenture shall be considered separable and if for any reason any provision which is not essential to the effectuation of the basic purpose of this First Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and a Holder shall have no claim therefor against any party hereto.

Section 6.7            Ratification.  The Base Indenture, as supplemented and amended by this First Supplemental Indenture, is in all respects ratified and confirmed.  The Base Indenture and this First Supplemental Indenture shall be read, taken and construed as one and the same instrument.  All provisions included in this First Supplemental Indenture supersede any conflicting provisions included in the Base Indenture unless not permitted by law.  The Trustee accepts the trusts created by the Base Indenture, as supplemented by this First Supplemental Indenture, and agrees to perform the same upon the terms and conditions of the Indenture, as supplemented by this First Supplemental Indenture.  The recitals and statement contained herein shall be taken as the statements of the Operating Partnership, and the Trustee assumes no responsibility for their correctness.  The Trustee makes no representations as to the validity or sufficiency of this First Supplemental Indenture.

Section 6.8            Headings.  The Section headings in this First Supplemental Indenture are for convenience only and shall not affect the construction thereof.

Section 6.9            Effectiveness.  The provisions of this First Supplemental Indenture shall become effective as of the date hereof.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed all as of the day and year first above written.

[Signature page to First Supplemental Indenture]

SCHEDULE A

FORM OF

OFFICERS’ CERTIFICATE

Reference is made to the First Supplemental Indenture, dated as of March 24, 2015 (the “First Supplemental Indenture”), between Washington Prime Group, L.P. (the “Operating Partnership”) and U.S. Bank National Association, as trustee. Pursuant to Section 2.4 of the First Supplemental Indenture, each of the undersigned officers of Washington Prime Group Inc. (“WPG”), the general partner of the Operating Partnership, hereby certifies that the property or properties listed on the schedule attached hereto have been acquired or placed in service since the date of WPG’s or the Operating Partnership’s most recent audited consolidated financial statements and have been determined in good faith by such officers to be “strip centers” on the same basis as the “strip centers” identified in Schedule III to the Operating Partnership’s or WPG’s most recent audited consolidated financial statements. In accordance with Section 2.4 of the First Supplemental Indenture, each such property or properties listed on such schedule shall be a Strip Center Property for all purposes of the First Supplemental Indenture until the next subsequent filing of Schedule III to WPG’s or the Operating Partnership’s audited consolidated financial statements after the date of this certificate.

Dated:

EXHIBIT A

FORM OF 2020 SECURITY

[FACE OF SECURITY]

[INCLUDE ONLY FOR GLOBAL SECURITY - UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE OPERATING PARTNERSHIP OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE 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 NOTE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS NOTE 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.]

[INCLUDE ONLY FOR A RULE 144A GLOBAL SECURITY:  THIS SECURITY HAS NOT BEEN REGISTERED FOR OFFER OR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY OTHER JURISDICTION.  NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION 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, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY OTHER APPLICABLE JURISDICTION.  BY ITS ACCEPTANCE HEREOF, THE HOLDER (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QUALIFIED INSTITUTIONAL BUYER”) (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)), (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY OR ANY INTEREST OR PARTICIPATION HEREIN, PRIOR TO THE DATE WHICH IS THE LATER OF (X) ONE YEAR (OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT WITHOUT THE SATISFACTION OF ANY CONDITIONS OR OTHER REQUIREMENTS) AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH WASHINGTON PRIME GROUP, L.P. (THE “OPERATING PARTNERSHIP”) OR ANY AFFILIATE OF THE OPERATING PARTNERSHIP WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) OR SUCH INTEREST OR PARTICIPATION AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY ANY SUBSEQUENT CHANGE IN APPLICABLE LAW, ONLY (A) TO