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Exhibit 10.3    
    


AMENDMENT TO CREDIT AGREEMENT 


        THIS
AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made as of October 4, 2007, by and among SIMON PROPERTY GROUP, L.P., a Delaware limited partnership (the
"Borrower"), the LENDERS listed on the signature pages hereof, JPMORGAN CHASE BANK, N.A., as Administrative Agent, DEUTSCHE BANK SECURITIES, INC., as Co-Documentation Agent, THE
BANK OF NOVA SCOTIA, NEW YORK AGENCY, as Co-Documentation Agent, and SUMITOMO MITSUI BANKING CORPORATION, as Co-Documentation Agent, and UBS SECURITIES LLC, as Joint
Syndication Agent, BANK OF AMERICA, N.A., as Joint Syndication Agent, and CITICORP NORTH AMERICA INC., as Joint Syndication Agent. 


WITNESSETH: 


        WHEREAS,
the Borrower and the Lenders have entered into the Credit Agreement, dated as of December 15, 2005 (the "Credit Agreement"); and 


        WHEREAS,
the Borrower has exercised its option pursuant to Section 2.1(d) of the Credit Agreement; and 


        WHEREAS,
the parties desire to modify the Credit Agreement upon the terms and conditions set forth herein. 


        NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows: 


	1.
	Definitions.    All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Credit
Agreement.



	2.
	Amendments to Definitions.
	(a)
	The
definition of "Managing Agents" is hereby amended by adding after T.M. Life Insurance Company", the following: "and Norddeutsche Landesbank Girozentrale, New York Branch, Aareal
Bank AG and Goldman Sachs Bank USA"



	(b)
	The
definition of "Revolving Credit Commitment" is hereby deleted and the following substituted therefor: 






"Revolving Credit Commitment" means, with respect to any Lender, the obligation of such Lender to make Committed Loans and to participate in Letters of
Credit pursuant to the terms and conditions of this Agreement, and which shall not exceed the sum of the principal amount set forth opposite such Lender's name under the heading "Revolving Credit
Commitment" and "Alternative Currency Commitment" on Schedule 1.1 attached to the Amendment to Credit Agreement, dated as of October 4, 2007 or the signature page of the Assignment and
Acceptance by which it became a Lender, as modified from time to time pursuant to the terms of this Agreement or to give effect to any applicable Assignment and Acceptance, and "Revolving Credit
Commitments" means the aggregate principal amount of the Revolving Credit Commitments and Alternative Currency Commitments of all the Lenders, the maximum amount of which shall be $3,500,000,000, as
reduced from time to time pursuant to Section 4.1. 



	3.
	Other Amendments.    Section 2.1(d) and all references thereto are hereby deleted in their entirety.



	4.
	Effective Date.    This Amendment shall become effective upon receipt by the Administrative Agent of (i) counterparts
hereof signed by the Borrower and each existing Lender that has elected to increase its Revolving Credit Commitment and each institution (which shall be an Eligible Assignee) that has elected to
become a Lender, and (ii) payment by Borrower of the agreed upon fees for the account of the Lenders increasing their Revolving Credit Commitments and new institutions becoming Lenders (the
date of such receipt being deemed the "Effective Date"). 







	5.
	Representations and Warranties.    Borrower hereby represents and warrants that as of the Effective Date, all the
representations and warranties set forth in the Credit Agreement, as amended hereby, are true and complete in all material respects.



	6.
	Entire Agreement.    This Amendment constitutes the entire and final agreement among the parties hereto with respect to the
subject matter hereof and there are no other agreements, understandings, undertakings, representations or warranties among the parties hereto with respect to the subject matter hereof except as set
forth herein.



	7.
	Governing Law.    This Amendment shall be governed by, and construed in accordance with, the law of the State of
New York.



	8.
	Counterpart.    This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one
and the same agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart.



	9.
	Headings Etc.    Section or other headings contained in this Amendment are for reference purposes only and shall not in any
way affect the meaning or interpretation of this Amendment.



	10.
	No Further Modifications.    Except as modified herein, all of the terms and conditions of the Credit Agreement, as modified
hereby shall remain in full force and effect and, as modified hereby, the Borrower confirms and ratifies all of the terms, covenants and conditions of the Credit Agreement in all respects. 



        IN
WITTIESS WHEREOF, this Amendment has been duly executed as of the date first above written. 



	BORROWER:	SIMON PROPERTY GROUP, L.P.,

a Delaware limited partnership
	

 	

By:	
 	

SIMON PROPERTY GROUP, INC.,

as Managing General Partner
	

 	

By:	
 	

/s/  DAVID SIMON      
Chief Executive Officer











	ADMINISTRATIVE AGENT AND LENDER:	 	JPMORGAN CHASE BANK, N.A.
	

 	
 	

By:	
 	

/s/  MARC COSTANTINO      

	 	 	Name:	 	Marc Costantino
	 	 	Title:	 	Executive Director









	SYNDICATION AGENT AND LENDER:	 	UBS LOAN FINANCE, LLC
	

 	
 	

By:	
 	

/s/  IRJA R. OTSA      

	 	 	Name:	 	Irja R. Otsa
	 	 	Title:	 	Associate Director Banking Products Services, US
	

 	
 	

By:	
 	

/s/  DAVID B. JULIE      

	 	 	Name:	 	David B. Julie
	 	 	Title:	 	Associate Director Banking Products Services, US
	

Revolving Credit Commitment: $106,765,625
	

Alternative Currency Commitment: $43,234,375









	SYNDICATION AGENT AND LENDER:	 	CITICORP NORTH AMERICA, INC.
	

 	
 	

By:	
 	

/s/  RICARDO JAMES      

	 	 	Name:	 	Ricardo James
	 	 	Title:	 	SCO 2 Real Estate Estate Industry Specialist
	

Revolving Credit Commitment: $106,765,625
	

Alternative Currency Commitment: $43,234,375









	CO-DOCUMENTATION AGENT AND LENDER:	 	DEUTSCHE BANK AG, NEW YORK BRANCH
	

 	
 	

By:	
 	

/s/  BRENDA CASEY      

	 	 	Name:	 	Brenda Casey
	 	 	Title:	 	Director
	

 	
 	

By:	
 	

/s/  J.T. JOHNSTON COE      

	 	 	Name:	 	J.T. Johnston Coe
	 	 	Title:	 	Managing Director
	

Revolving Credit Commitment: $103,015,625
	

Alternative Currency Commitment: $41,984,375









	CO-DOCUMENTATION AGENT AND LENDER:	 	THE BANK OF NOVA SCOTIA, NEW YORK AGENCY
	

 	
 	

By:	
 	

/s/  ROBERT BOESE      

	 	 	Name:	 	Robert Boese
	 	 	Title:	 	Managing Director
	

Revolving Credit Commitment: $95,515,625
	

Alternative Currency Commitment: $39,484,375









	CO-DOCUMENTATION AGENT AND LENDER:	 	SUMITOMO MITSUI BANKING CORPORATION
	

 	
 	

By:	
 	

/s/  WILLIAM M. GINN      

	 	 	Name:	 	William M. Ginn
	 	 	Title:	 	General Manager
	

Revolving Credit Commitment: $99,265,625
	

Alternative Currency Commitment: $40,734,375









	SENIOR EXECUTIVE MANAGING AGENT AND LENDER:	 	THE ROYAL BANK OF SCOTLAND PLC
	

 	
 	

By:	
 	

/s/  BRETT THOMPSON      

	 	 	Name:	 	Brett Thompson
	 	 	Title:	 	Vice President
	

Revolving Credit Commitment: $92,265,625
	

Alternative Currency Commitment: $37,734,375









	SENIOR EXECUTIVE MANAGING AGENT AND LENDER:	 	CALYON NEW YORK BRANCH
	

 	
 	

By:	
 	

/s/  WILLIAM J. ROGERS      

	 	 	Name:	 	William J. Rogers
	 	 	Title:	 	Managing Director
	

 	
 	

By:	
 	

/s/  PAUL T. RAGUSIN      

	 	 	Name:	 	Paul T. Ragusin
	 	 	Title:	 	Director
	

Revolving Credit Commitment: $84,765,625
	

Alternative Currency Commitment: $35,234,375









	SENIOR EXECUTIVE MANAGING AGENT AND LENDER:	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH
	

 	
 	

By:	
 	

/s/  CASSANDRA DROOGAN      

	 	 	Name:	 	Cassandra Droogan
	 	 	Title:	 	Vice President
	

 	
 	

By:	
 	

/s/  SHAHEEN MALIK      

	 	 	Name:	 	Shaheen Malik
	 	 	Title:	 	Associate
	

Revolving Credit Commitment: $88,515,625
	

Alternative Currency Commitment: $36,484,375









	SENIOR EXECUTIVE MANAGING AGENT AND LENDER:	 	MERRILL LYNCH BANK USA
	

 	
 	

By:	
 	

/s/  LOUIS ALDER      

	 	 	Name:	 	Louis Alder
	 	 	Title:	 	Director
	

Revolving Credit Commitment: $88,515,625
	

Alternative Currency Commitment: $36,484,375









	SENIOR EXECUTIVE MANAGING AGENT AND LENDER:	 	MORGAN STANLEY BANK
	

 	
 	

By:	
 	

/s/  DANIEL TWENGE      

	 	 	Name:	 	Daniel Twenge
	 	 	Title:	 	Authorized Signatory
	

Revolving Credit Commitment: $88,515,625
	

Alternative Currency Commitment: $36,484,375









	SENIOR EXECUTIVE MANAGING AGENT AND LENDER:	 	PNC BANK, NATIONAL ASSOCIATION
	

 	
 	

By:	
 	

/s/  TERRI A. WYDA      

	 	 	Name:	 	Terri A. Wyda
	 	 	Title:	 	Vice President
	

Revolving Credit Commitment: $77,265,625
	

Alternative Currency Commitment: $32,734,375









	SENIOR MANAGING AGENT AND LENDER:	 	NATIONAL CITY BANK
	

 	
 	

By:	
 	

/s/  JOHN J. THULLEN      

	 	 	Name:	 	John J. Thullen
	 	 	Title:	 	Senior Vice President
	

Revolving Credit Commitment: $75,000,000
	

Alternative Currency Commitment: $25,000,000









	SENIOR MANAGING AGENT AND LENDER:	 	SUNTRUST BANK
	

 	
 	

By:	
 	

/s/  NANCY B. RICHARDS      

	 	 	Name:	 	Nancy B. Richards
	 	 	Title:	 	Senior Vice Prcsident
	

Revolving Credit Commitment: $60,000,000
	

Alternative Currency Commitment: $20,000,000









	MANAGING AGENT AND LENDER:	 	KBC BANK N.V.
	

 	
 	

By:	
 	

/s/  FRANCIS X. PAYNE      

	 	 	Name:	 	Francis X. Payne
	 	 	Title:	 	Vice President
	

 	
 	

By:	
 	

/s/  THOMAS R. LALLI      

	 	 	Name:	 	Thomas R. Lalli
	 	 	Title:	 	First Vice President
	

Revolving Credit Commitment: $45,000,000
	

Alternative Currency Commitment: $15,000,000










	MANAGING AGENT AND LENDER:	 	UNION BANK OF CALIFORNIA, N.A
	

 	
 	

By:	
 	

/s/  DAVID B. MURPHY      

	 	 	Name:	 	David B. Murphy
	 	 	Title:	 	SVP/Regional Mgr.
	

Revolving Credit Commitment: $45,000,000
	

Alternative Currency Commitment: $15,000,000









	MANAGING AGENT AND LENDER:	 	LANDESBANK BADEN-WURTTEMBERG

NEW YORK BRANCH
	

 	
 	

By:	
 	

/s/  LEONARD J. CRANN      

	 	 	Name:	 	Leonard J. Crann
	 	 	Title:	 	Head of Real Estate Finance Department
	

 	
 	

By:	
 	

/s/  ROBERT DOWLING      

	 	 	Name:	 	Robert Dowling
	 	 	Title:	 	Vice President

Sr. Marketing Officer
	

Revolving Credit Commitment: $48,750,000
	

Alternative Currency Commitment: $16,250,000









	MANAGING AGENT AND LENDER:	 	BANK OF TOKYO—MITSUBISHI UFJ, LTD.
	

 	
 	

By:	
 	

/s/  JAMES T. TAYLOR      

	 	 	Name:	 	James T. Taylor
	 	 	Title:	 	Vice President
	

Revolving Credit Commitment: $45,000,000
	

Alternative Currency Commitment: $15,000,000









	MANAGING AGENT AND LENDER:	 	AAREAL BANK AG
	

 	
 	

By:	
 	

/s/  MICHAEL GREVE      

	 	 	Name:	 	Michael Greve
	 	 	Title:	 	Manager
	

 	
 	

By:	
 	

/s/  K. PEETERMANS      

	 	 	Name:	 	K. Peetermans
	 	 	Title:	 	Legal Counsel
	

Revolving Credit Commitment: $22,500,000
	

Alternative Currency Commitment: $7,500,000









	MANAGING AGENT AND LENDER:	 	GOLDMAN SACHS BANK USA
	

 	
 	

By:	
 	

/s/  WILLIAM YARBENET      

	 	 	Name:	 	William Yarbenet
	 	 	Title:	 	Vice President
	

Revolving Credit Commitment: $22,500,000
	

Alternative Currency Commitment: $7,500,000









	LENDER:	 	PEOPLE'S UNITED BANK
	

 	
 	

By:	
 	

/s/  MAURICE FRY      

	 	 	Name:	 	Maurice Fry
	 	 	Title:	 	Vice President
	

Revolving Credit Commitment: $25,000,000
	

Alternative Currency Commitment: $0









SCHEDULE 1.1 



	Lender
 
	 	Revolving Credit Commitment
	 	Alternative Currency Commitment

	JPMorgan Chase Bank, N.A. 	 	$	89,765,625	 	$	42,734,375
	Bank of America, N.A. 	 	$	89,765,625	 	$	42,734,375
	Citicorp North America, Inc. 	 	$	106,765,625	 	$	43,234,375
	UBS Loan Finance LLC	 	$	106,765,625	 	$	43,234,375
	Deutsche Bank AG, New York Branch	 	$	103,015,625	 	$	41,984,375
	Sumitomo Mitsui Banking Corporation	 	$	99,265,625	 	$	40,734,375
	The Bank of Nova Scotia, New York Agency	 	$	95,515,625	 	$	39,484,375
	The Royal Bank of Scotland plc	 	$	92,265,625	 	$	37,734,375
	Wachovia Bank, National Association	 	$	92,265,625	 	$	37,734,375
	Credit Suisse, Cayman Islands Branch	 	$	88,515,625	 	$	36,484,375
	Merrill Lynch Bank USA	 	$	88,515,625	 	$	36,484,375
	Morgan Stanley Bank	 	$	88,515,625	 	$	36,484,375
	U.S. Bank National Association	 	$	88,515,625	 	$	36,484,375
	Calyon New York Branch	 	$	84,765,625	 	$	35,234,375
	PNC Bank, National Association	 	$	77,265,625	 	$	32,734,375
	Eurohypo AG, New York Branch	 	$	66,015,625	 	$	28,984,375
	National City Bank of Indiana	 	$	75,000,000	 	$	25,000,000
	Suntrust Bank	 	$	60,000,000	 	$	20,000,000
	Bayerische Landesbank, New York Branch	 	$	56,250,000	 	$	18,750,000
	ING Real Estate Finance (USA) LLC	 	$	56,250,000	 	$	18,750,000
	LaSalle Bank National Association	 	$	56,250,000	 	$	18,750,000
	Landesbank Baden-Wurttemberg New York Branch	 	$	48,750,000	 	$	16,250,000
	Bank of Tokyo-.Mitsubishi UFJ, Ltd. 	 	$	45,000,000	 	$	15,000,000
	Fifth Third Bank	 	$	45,000,000	 	$	15,000,000
	KBCBank N.V. 	 	$	45,000,000	 	$	15,000,000
	Union Bank of California, N.A. 	 	$	45,000,000	 	$	15,000,000
	Hypo Real Estate Capital Corporation	 	$	37,500,000	 	$	12,500,000
	Mizuho Corporate Bank, Ltd. 	 	$	37,500,000	 	$	12,500,000
	Nomura Funding Facility Corporation Ltd. 	 	$	37,500,000	 	$	12,500,000
	Societe Generale	 	$	37,500,000	 	$	12,500,000
	C.M. Life Insurance Company	 	$	3,000,000	 	$	0
	Massachusetts Mutual Life Insurance Company	 	$	47,000,000	 	$	0
	Emigrant Bank	 	$	50,000,000	 	$	0
	Westdeutsche Immobilienbank	 	$	50,000,000	 	$	0
	Norddeutsche Landesbank Girozentrale New York Branch	 	$	30,000,000	 	$	10,000,000
	Aareal Bank AG	 	$	22,500,000	 	$	7,500,000
	Goldman Sachs Bank USA	 	$	22,500,000	 	$	7,500,000
	Banco Popular de Puerto Rico	 	$	25,000,000	 	$	0
	Bank of China	 	$	25,000,000	 	$	0
	Chang Hwa Commercial Bank, Ltd., New York Branch	 	$	25,000,000	 	$	0
	Comerica Bank	 	$	25,000,000	 	$	0
	Malayan Banking Berhad	 	$	25,000,000	 	$	0
	People's United Bank	 	$	25,000,000	 	$	0
	The Governor and Company of the Bank of Ireland	 	$	25,000,000	 	$	0
	Mega International Commercial Bank, New York Branch	 	$	15,000,000	 	$	5,000,000
	First Commercial Bank, Los Angeles Branch	 	$	20,000,000	 	$	0
	The Norinchukin Bank, New York Branch	 	$	15,000,000	 	$	5,000,000
	Bank of Taiwan, New York Agency	 	$	15,000,000	 	$	0
	Chinatrust Commercial Bank, New York Branch	 	$	10,000,000	 	$	0
	Hua Nan Commercial Bank Ltd., New York Agency	 	$	10,000,000	 	$	0
	 	 	
	 	

	TOTAL	 	$	2,625,000,000	 	$	875,000,000
	 	 	
	 	














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Exhibit 10.3