Exhibit 10.2

 

NOTICE OF INCREASE OF MAXIMUM AMOUNT

 

February 27, 2015

 

	
Barclays   Capital Inc.

745   Seventh Avenue, 4th Floor 

New   York, New York, 10019
    	
 
    	
J.P.   Morgan Securities LLC  

383   Madison Avenue, 3rd Floor 

New   York, NY 10179
    
	
 
    	
 
    	
 
    
	
Barclays   Bank PLC

5   The North Colonnade

Canary   Wharf 

London   E14 4BB
    	
 
    	
Citibank,   N.A.,  

London   Branch 

25   Canada Square 

Canary   Wharf 

London   E14 5LB 

United   Kingdom
    
	
 
    	
 
    	
 
    
	
Citibank   International plc 

Citigroup   Global Markets Limited  

Citigroup   Centre 

Canada   Square 

Canary   Wharf 

London   E14 5LB 

United   Kingdom
    	
 
    	
Citibank,   N.A.  

Agency &   Trust 

388   Greenwich Street, 14th Floor 

New   York, New York 10013
    


 

Ladies and Gentlemen,

 

Simon Property Group, L.P.

Simon CP 2

Global Commercial Paper Note Programme

 

We refer to a global dealer agreement, dated as of October 6, 2014 (as amended, supplemented and/or restated from time to time, the “Dealer Agreement”), among us, the Arranger and the Dealers party thereto relating to a Global Commercial Paper Note Programme (the “Programme”).  Terms used in the Dealer Agreement shall have the same meaning in this letter.

 

In accordance with Clause 1.5 of the Dealer Agreement, we hereby notify each of the addressees listed above that the Maximum Amount of the Programme is to be increased from $500,000,000 to $1,000,000,000 with effect from March 16, 2015, subject to delivery to the Arranger, the Dealers and the Agents of the following documents:

 

(a)                                 a new Information Memorandum;

 

(b)                                 certified copies of all documents evidencing the internal authorisations and approvals required to be granted by the Issuers and the Guarantor for such increase in the Maximum Amount;

 

(c)                                  legal opinions from legal advisors acceptable to the Dealers qualified in (i) the law of the jurisdiction of organization of each Issuer and the Guarantor, and (ii) New York, relating to such increase;

 

(d)                                 a list of names, titles and specimen signatures of the employees and other representatives of Simon Property Group, Inc., as general partner of SPG LP, and managers and other authorized representatives of CP 2, authorised to sign on behalf of the relevant Issuer and the Guarantor all notices and other documents to be delivered in connection with such an increase in the Maximum Amount; and

 

(e)                                  written confirmation that Standard & Poor’s Ratings Services, a Division of the McGraw-Hill Companies Inc., and Moody’s Investors Service, Inc. are maintaining their current ratings for the Programme.

 











 

Any documents delivered pursuant to this letter will be deemed to be in the form and substance acceptable to the Arranger and each Dealer unless the Arranger or such Dealer, as the case may be, notifies the Issuers and the Guarantor to the contrary not less than ten London and New York business days after receipt thereof.

 

Upon the increase in the Maximum Amount becoming effective in accordance with Clause 1.5 of the Dealer Agreement, all references in the Dealer Agreement to the Maximum Amount or the amount of the Programme shall be construed as references to the increased Maximum Amount as specified herein.

 

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Yours faithfully,

 

SIMON PROPERTY GROUP, L.P.

SIMON CP 2

 

	
By:   
    	
Simon   Property Group, Inc.,
    	
 
    
	
 
    	
 General   Partner of Simon Property Group, L.P.
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:   
    	
Authorized   Signatory of Simon CP 1 
    	
 
    
	
 
    	
 acting   as general partner of Simon CP 2
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By: