EX-4.2



 Exhibit 4.2 

SECOND AMENDMENT TO SECOND AMENDED AND 

RESTATED SECURED TERM LOAN AGREEMENT 

This SECOND AMENDMENT TO SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT (the “Amendment”) is made as of this 23rd
day of April, 2015 (the “Effective Date”), by and among DDR Corp. (f/k/a Developers Diversified Realty Corporation), a corporation organized under the laws of the State of Ohio (“DDR”), DDR PR Ventures, LLC, S.E., a Delaware
limited liability company (“DDR PR”; DDR and DDR PR together with any Qualified Borrower that issues a Qualified Borrower Note in accordance with the terms of the Loan Agreement (as hereinafter defined), collectively, the
“Borrower”), KeyBank National Association, and the other several banks, financial institutions and other entities from time to time parties to the Loan Agreement described below, including the existing “Lenders” shown on the
signature pages hereof (the “Lenders”), and KeyBank National Association, not individually, but as “Administrative Agent”, RBC Capital Markets, not individually, but as “Syndication Agent”, and U.S. Bank National
Association, The Bank of Nova Scotia and Citizens, N.A., not individually, but as “Documentation Agents”. 
 R E C I T A L S

 A. Borrower, Administrative Agent, J.P. Morgan Securities LLC, as syndication agent, ING Real Estate Finance (USA) LLC,
Scotiabanc, Inc. and Citizens, N.A. as documentation agents, and certain Lenders entered into that certain Second Amended and Restated Secured Term Loan Agreement dated as of June 28, 2011, as amended by that certain First Amendment to Second
Amended and Restated Secured Term Loan Agreement dated as of January 17, 2013 (collectively, the “Existing Loan Agreement”; the Existing Loan Agreement, as modified and amended by this Amendment, the “Loan Agreement”). All
capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement. 

B. The Borrower, the Administrative Agent and the Lenders desire to amend the Existing Loan Agreement in order to, among other things
(i) decrease the Aggregate Commitment from $400,000,000.00 to $200,000,000.00; (ii) decrease the Capitalization Rate (as hereinafter defined) from 7.25% to 6.75%; and (iii) amend the provisions of the financial covenants and certain
other provisions of the Existing Loan Agreement. 
 C. Borrower has requested changes to certain terms in the Existing Loan Agreement as set
forth herein and the Lenders have agreed to such changes. 
 NOW, THEREFORE, in consideration of the foregoing Recitals and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 

AMENDMENTS 
 1. The
foregoing Recitals to this Amendment are incorporated into and made part of this Amendment. 
 2. As a condition to the effectiveness of
this Amendment, Borrower is making a prepayment of the Loans in the principal amount of $100,000,000.00, such that the outstanding 

  
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principal balance of the Loan shall be $200,000,000.00. From and after the Effective Date, (a) the Aggregate Commitment shall equal Two Hundred Million and No/100 Dollars ($200,000,000.00),
(b) the Lenders shall each have a Commitment in the amount shown next to their respective signatures on the signature pages of this Amendment (such amounts to include the decreases in the Commitments of the Lenders), and (c) the Loans
under the Existing Loan Agreement shall continue to be evidenced by the Notes and the Existing Loan Agreement. By delivery of this Amendment, (a) there shall not be deemed to have occurred, and there has not otherwise occurred, any payment,
satisfaction or novation of the Indebtedness evidenced by the Existing Loan Agreement and the “Notes” described in the Existing Loan Agreement, which Indebtedness is instead allocated among the Lenders as of the date hereof in accordance
with their respective Percentages, and is evidenced by the Loan Agreement and such new or amended and restated Notes, and the Lenders shall as of the date hereof make such adjustments to the outstanding Loans of such Lenders so that such outstanding
Loans are consistent with their respective Percentages of the Aggregate Commitment, (b) there shall not be deemed to have occurred any release, satisfaction or cancellation of any liens granted pursuant to the Security Documents, which liens
are hereby ratified and confirmed in all respects, and (c) there shall not be any impairment or effect on the validity or priority of the liens of the Security Documents. 

3. Section 1.1 of the Existing Loan Agreement is hereby amended as follows: 

(a) By deleting in their entirety the definitions of “Permitted Acquisitions”, “Qualified Jointly-Owned Subsidiary” and
“Unencumbered NOI”; and 
 (b) By deleting in their entirety the definitions of “Aggregate Commitments”, “Assets
Under Development”, “Capitalization Rate”, “Financeable Ground Lease”, “Non-Stabilized Project” and “Unencumbered Assets” and inserting in lieu thereof the following: 

“Aggregate Commitment” means, as of any date, the aggregate of the then-current Commitments of all the Lenders, which
is, as of April 23, 2015, $200,000,000. 
 “Assets Under Development” means, as of any date of determination,
all Projects, expansion areas of existing Projects and redevelopments owned by the Consolidated Group and the Investment Affiliates which are then treated as assets under development under GAAP, plus, at Borrower’s option, assets that
(A) previously had been Assets Under Development and (B) have been placed in service for less than twelve months, to be valued for purposes of this Agreement, for each Asset Under Development as determined individually, for up to twelve
months from the time such asset is no longer treated as an asset under development under GAAP, at either (i) 100% of then-current book value, as determined in accordance with GAAP, (a) for each Asset Under Development owned by members of
the Consolidated Group and (b) multiplied by the applicable Consolidated Group Pro Rata Share for an Asset Under Development owned by an Investment Affiliate; or (ii) 100% of the value of such Asset Under Development determined by dividing
(x) twelve months of income from signed leases by (y) the Capitalization Rate (I) for each Asset Under Development owned by members of the Consolidated Group and (II) multiplied by the applicable Consolidated Group Pro Rata Share for
an Asset Under Development owned by an Investment Affiliate. For purposes of the foregoing, income from signed leases shall be equal to 70% of the revenues payable by the tenant. Once an election of (ii) above is chosen, the asset will continue
to be valued under that method until the asset is no longer an Asset Under Development. 

  
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 “Capitalization Rate” means 6.75%. 

“Financeable Ground Lease” means a ground lease that would constitute a financeable ground lease to a prudent
institutional lender in the business of making commercial real estate loans and, accordingly, provides protections for a potential leasehold mortgagee (“Mortgagee”) including (i) a remaining term, including any optional extension
terms exercisable unilaterally by the tenant, of no less than 20 years from April 23, 2015, (ii) that the ground lease will not be terminated until the Mortgagee has received notice of a default, has had a reasonable opportunity to cure or
complete foreclosure, and has failed to do so, (iii) provision for a new lease on the same terms to the Mortgagee as tenant if the ground lease is terminated for any reason, (iv) non-merger of the fee and leasehold estates,
(v) transferability of the tenant’s interest under the ground lease without any requirement for consent of the ground lessor unless based on reasonable objective criteria as to the creditworthiness or line of business of the transferee or
delivery of customary assignment and assumption agreements from the transferor and transferee, and (vi) that insurance proceeds and condemnation awards (from the fee interest as well as the leasehold interest) will be applied pursuant to the
terms of the applicable leasehold mortgage. The Financeable Ground Leases as of April 23, 2015 are listed on Schedule 7 attached hereto and made a part hereof. 

“Non-Stabilized Project” means, as of any date of determination, all Projects owned by the Consolidated Group and the
Investment Affiliates that have a negative Net Operating Income for the most recently ended period of twelve (12) months, but excluding Acquisition Assets and Assets under Development. A Project may continue to be treated as a Non-Stabilized
Project for up to eighteen (18) months from October 20, 2010 or such later date on which such Project becomes a Non-Stabilized Project; thereafter such Project will be valued at zero until such Project generates positive Net Operating
Income. Notwithstanding anything herein to the contrary, DDR’s corporate headquarters complex currently located in Beachwood, Ohio shall constitute a Non-Stabilized Project at all times. 

“Unencumbered Asset” means, subject to clauses (a), (b) and (c) below, any Project and any Asset Under
Development located in the United States, Canada, Puerto Rico or an Acceptable Jurisdiction 100% of which is owned in fee simple, in a condominium structure or ground leased by the Borrower or a Wholly-Owned Subsidiary (provided that a Project which
is ground leased shall be included as an Unencumbered Asset only if such ground lease is a Financeable Ground Lease) which, as of any date of determination, is not subject to any Liens, claims, or restrictions on transferability or assignability of
any kind (including any such Lien, claim or restriction imposed by the organizational documents of any Subsidiary) other than Permitted Liens set forth in Sections 6.15(i) through 6.15(iv). 

(a) No Project or Asset Under Development will be an Unencumbered Asset if Borrower, the owner of such Project or Asset Under
Development (an “Unencumbered Asset Ownership Entity”) or any Subsidiary that is in the direct chain of ownership between any Borrower and the Unencumbered Asset Ownership Entity (a “Relevant Subsidiary”) is subject to any
agreement (including (i) any 

  
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agreement governing Indebtedness and (ii) if applicable, the organizational documents of Borrower, any Relevant Subsidiary or Unencumbered Asset Ownership Entity) that prohibits or limits
the ability of the Borrower, the Unencumbered Asset Ownership Entity or any Relevant Subsidiary to create, incur, assume or suffer to exist any Lien upon that Project or Asset Under Development or upon the Capital Stock of the Unencumbered Asset
Ownership Entity, or any Relevant Subsidiary, including, without limitation, any negative pledge or similar covenant or restriction. 

(b) No Project or Asset Under Development will be an Unencumbered Asset if the Unencumbered Asset Ownership Entity or any
Relevant Subsidiary is subject to any agreement (including any agreement governing Indebtedness incurred in order to finance or refinance the acquisition of such asset) that entitles any Person to the benefit of any Lien (other than Permitted Liens
set forth in Sections 6.15(i) through 6.15(iv)) on any assets or Capital Stock of the Unencumbered Asset Ownership Entity or any Relevant Subsidiary or would entitle any Person to the benefit of any Lien (other than Permitted Liens set forth in
Sections 6.15(i) through 6.15(iv)) on such assets or Capital Stock upon the occurrence of any contingency (including, without limitation, pursuant to an “equal and ratable” clause), except, in each case, for (x) Liens upon the assets
of a Multi-Property Entity, provided such assets are not Unencumbered Assets, and (y) Liens on the Capital Stock of Subsidiaries of a Multi-Property Entity that do not directly or indirectly own Unencumbered Assets. 

(c) No Project or Asset Under Development will be an Unencumbered Asset unless the Unencumbered Asset Ownership Entity and each
Relevant Subsidiary (to the extent such entity is not a Subsidiary Guarantor) does not have any Indebtedness for borrowed money or any Guarantee Obligations, other than (A) Guarantee Obligations or Indebtedness for which recovery is limited to
a Project or Asset Under Development that is not an Unencumbered Asset or the Capital Stock of an entity that owns a Project or Asset Under Development that is not an Unencumbered Asset, or (B) Guarantee Obligations for nonrecourse carveouts,
completion guarantees or environmental guarantees provided that the obligations described in this clause (B) shall be permitted only if the Unencumbered Asset Ownership Entity or the Relevant Subsidiary that has the Guarantee Obligation is a
Qualified Borrower or has executed a Subsidiary Guaranty. 
 4. Section 1.1 of the Existing Loan Agreement is hereby amended by
inserting the following definitions in the appropriate alphabetical order: 
 “Major Acquisition” means (a) a
single transaction for the purpose of or resulting, directly or indirectly, in the acquisition (including, without limitation, a merger or consolidation or any other combination with another person) by one or more of Borrower and its Subsidiaries of
Properties or assets of a Person for a gross purchase price equal to or in excess of 10% of Consolidated Market Value (without giving effect to such acquisition) or (b) one or more transactions for the purpose of or resulting, directly or
indirectly, in the acquisition (including, without limitation, a merger or consolidation or any other combination with another Person) by one or more of the Borrower and its Subsidiaries of 

  
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Properties or assets of a Person in any two consecutive fiscal quarters for an aggregate gross purchase price equal to or in excess of 10% of Consolidated Market Value (without giving effect to
such acquisitions).” 
 “Wells Fargo Credit Agreement” means that certain Term Loan Agreement dated as of even
date herewith by and among DDR Corp., as borrower, Wells Fargo Bank, National Association, as administrative agent, PNC Bank, National Association, as syndication agent, Capital One, National Association, as documentation agent, and the lenders from
time to time parties thereto, as the same may be modified, increased, amended or restated from time to time. 
 5. Section 1.1
of the Existing Loan Agreement is hereby amended by deleting the period appearing at the end of subparagraph (h) of the definition of “Consolidated Market Value” and inserting in lieu thereof the words “, plus”, and
by inserting the following immediately thereafter: 
 “(i) 100% of the then-current book value, as determined in
accordance with GAAP, of Passive Non-Real Estate Investments (provided that the amount included in Consolidated Market Value pursuant to this clause (i) shall not exceed 10% of the Consolidated Market Value); 

provided that (x) the amount included in Consolidated Market Value that is attributable to Investment Affiliates shall not exceed
30% of Consolidated Market Value and (y) the aggregate amount included in Consolidated Market Value that is attributable to Developable Land, Passive Non-Real Estate Investments, First Mortgage Receivables, Assets Under Development, and
Properties not located in the United States or Puerto Rico shall not exceed 30% of Consolidated Market Value.” 
 6.
Section 2.1 of the Existing Loan Agreement is hereby amended by deleting Section 2.1(c) in its entirety and by inserting in lieu thereof the following new Section 2.1(c): 

(c) Increase of Commitments. The Borrower may, by written notice to the Administrative Agent on up to four
(4) occasions during the period from the Agreement Execution Date to January 17, 2016, request incremental Commitments in an amount not to exceed the aggregate amount of $100,000,000.00 from one or more additional Lenders (which may
include any existing Lender) willing to provide such incremental Commitments in their own discretion. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the Borrower, to arrange a
syndicate of Lenders willing to hold the requested incremental Commitments. If Lenders are willing to provide such additional Commitments, the Aggregate Commitment may be increased from time to time by the addition of a new Lender(s) or the increase
of the Commitment of an existing Lender(s) with the consent of only the Borrower, the Administrative Agent, and the new or existing Lender(s) providing such additional Commitment so long as the Aggregate Commitment does not exceed $300,000,000.
Nothing in this Section 2.1(c) shall constitute or be deemed to constitute an agreement by any Lender to increase its Commitment hereunder. Any such increase in the Aggregate Commitment shall be conditioned upon the contemporaneous
addition of Potential Properties as Subject Properties in accordance with Section 2A.2 to effect compliance with all financial covenants set forth in Section 6.18 immediately following the increase of the Aggregate Commitment
and upon satisfaction of 

  
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the requirements for additional Borrowings pursuant to Section 2.9. Such increases shall be evidenced by the execution and delivery of an Amendment Regarding Increase in the form of
Exhibit K attached hereto by the Borrower, the Administrative Agent and the new Lender or existing Lender providing such additional Commitment (the “Increase Notice”), a copy of which shall be forwarded to each Lender by the
Administrative Agent promptly after execution thereof. The amount of the requested increase shall be set forth in the Increase Notice. Notwithstanding the foregoing, (i) no increase in the Aggregate Commitment may occur after January 17,
2016, and (ii) each such increase shall not be less than $25,000,000. On the effective date of each such increase in the Aggregate Commitment, the Borrower and the Administrative Agent shall cause the new or existing Lenders providing such
increase to hold its or their Percentage of all ratable Borrowings outstanding at the close of business on such day, by either funding more than its or their Percentage of new ratable Borrowings made on such date or purchasing shares of outstanding
ratable Loans held by the other Lenders or a combination thereof. The Lenders agree to cooperate in any required sale and purchase of outstanding ratable Borrowings to achieve such result. Borrower agrees to pay all fees associated with the increase
in the Aggregate Commitment including any amounts due under Section 3.4 in connection with any reallocation of Fixed Rate Borrowings. 

7. Section 2.9 of the Existing Loan Agreement is hereby deleted in its entirety and replaced with the following new
Section 2.9: 
 “2.9 Method of Selecting Types and Interest Periods for New Borrowings. The Borrower shall select the Type
of Borrowing and, in the case of each Fixed Rate Borrowing, the Interest Period applicable to each Borrowing from time to time. The Borrower shall give the Administrative Agent irrevocable notice (a “Borrowing Notice”) (i) not later
than 12:00 p.m. Cleveland time on the Borrowing Date of each Floating Rate Borrowing, and (ii) not later than 11:00 a.m. Cleveland time, at least three (3) Business Days before the Borrowing Date for each Fixed Rate Borrowing, specifying:

  

	 	(a)	the Borrowing Date, which shall be a Business Day, of such Borrowing, 

  

	 	(b)	the aggregate amount of such Borrowing, 

  

	 	(c)	the Type of Borrowing selected, and 

  

	 	(d)	in the case of each Fixed Rate Borrowing, the Interest Period applicable thereto. 


Each Lender shall make available its Loan or Loans, in funds immediately available in Cleveland to the Administrative Agent at
its address specified pursuant to Article XIII on each Borrowing Date not later than 2:00 p.m. on the proposed Borrowing Date. The Administrative Agent will promptly make the funds so received from the Lenders available to the Borrower at the
Administrative Agent’s aforesaid address. 
 No Interest Period may end after the Maturity Date and, unless the Lenders
otherwise agree in writing, in no event may there be more than ten (10) different Interest Periods for Fixed Rate Borrowings outstanding at any one time.” 

  
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 8. Section 6.1(iv) of the Existing Loan Agreement is hereby modified by inserting the
following after the word “thereof” at the end of such section: 
 “ provided, however, that solely with respect
to the financial statements for the fiscal quarter ending March 31, 2015, the requirements of this clause (iv) shall be satisfied by Borrower’s delivery of such compliance certificate within 45 days after the close of such fiscal
quarter (regardless of when the quarterly financial statements for the fiscal quarter ending March 31, 2015 are delivered); 
 9.
Section 6.2 of the Existing Loan Agreement is hereby deleted in its entirety and replaced with the following new Section 6.2: 

“6.2. Use of Proceeds. The Borrower will, and will cause each of its Subsidiaries to, use the proceeds of the Borrowings for the
general corporate purposes of the Borrower, including, without limitation, working capital needs, the repayment of Indebtedness, financing for property acquisitions of new Projects, the construction of new improvements or expansions of existing
improvements on Projects, the repayment of outstanding Borrowings, the making of investments in First Mortgage Receivables, the making of Mezzanine Debt Investments and the making of Passive Non-Real Estate Investments. The Borrower will not, nor
will it permit any Subsidiary to, use any of the proceeds of the Borrowings to purchase or carry any “margin stock” (as defined in Regulation U) if such usage could constitute a violation of Regulation U by any Lender.” 

10. Section 6.4 of the Existing Loan Agreement is hereby deleted in its entirety and replaced with the following new
Section 6.4: 
 “6.4. Conduct of Business. The Borrower will do, and will cause each of its Subsidiaries to do, all things
necessary to remain duly incorporated or duly qualified, validly existing and in good standing as a real estate investment trust, corporation, general partnership, limited partnership, or limited liability company, as the case may be, in its
jurisdiction of incorporation/formation (except with respect to mergers permitted pursuant to Section 6.12) and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted and to carry on and
conduct their businesses in substantially the same manner as they are presently conducted where the failure to do so could reasonably be expected to have a Material Adverse Effect and, specifically, neither the Borrower nor its Subsidiaries may
undertake any business other than the acquisition, development, ownership, management, operation and leasing of retail, office or industrial properties, ancillary businesses specifically related to such types of properties and any other investments
permitted by Section 6.2.” 
 11. Section 6.11 of the Existing Loan Agreement is hereby deleted and replaced with the
following new Section 6.11: 
 “6.11 Restricted Payments. If a Default has occurred and is
continuing, the Borrower will not declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment other than (a) dividends with respect to its Capital Stock payable solely in additional shares of its Capital Stock,
(b) Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower or its Subsidiaries in the ordinary course, or (c) dividends and distributions by


  
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the Borrower to its shareholders in an amount not to exceed the minimum amount necessary for the Borrower to maintain its tax status as a real estate investment trust, as reasonably determined by
the Borrower.” 
 12. Section 6.12 of the Existing Loan Agreement is hereby amended by deleting the words “Permitted
Acquisitions” from Section 6.12(a) thereof and by inserting in lieu thereof the words not “not prohibited by this Agreement”. 

13. Section 6.14 of the Existing Loan Agreement is hereby deleted in its entirety and replaced with the following new
Section 6.14: 
 “6.14 [Intentionally Omitted.].” 

14. Section 6.18 of the Existing Loan Agreement is hereby amended by deleting clauses (i) through (viii) of
Section 6.18 in their entirety, and by inserting in lieu thereof the following new clauses (i) through (viii): 

“(i) the sum of (x) Consolidated Outstanding Indebtedness minus (y) the amount of restricted cash and Cash
Equivalents held as collateral or in escrow in a bank account by a lender, creditor, or counterparty (“Restricted Cash Collateral”) with respect to any Consolidated Outstanding Indebtedness to exceed sixty percent (60%) of
Consolidated Market Value; provided that such ratio may exceed sixty percent (60%) but shall not exceed sixty-five percent (65%) for up to four (4) consecutive fiscal quarters following a Major Acquisition; 

(ii) the sum of (x) Consolidated Secured Indebtedness minus (y) Restricted Cash Collateral with respect to
Consolidated Secured Indebtedness to exceed thirty-five percent (35%) of Consolidated Market Value; provided that such ratio may exceed thirty-five percent (35%) but shall not exceed forty percent (40%) for up to four
(4) consecutive fiscal quarters following a Major Acquisition; 
 (iii) the Value of Unencumbered Assets to be less than
1.67 times the sum of (x) Consolidated Unsecured Indebtedness minus (y) Restricted Cash Collateral with respect to Consolidated Unsecured Indebtedness; provided that such ratio may be less than 1.67 to 1 but shall not be less than 1.55 to
1 for up to four (4) consecutive fiscal quarters following a Major Acquisition; 
 (iv) Consolidated Cash Flow to be
less than 1.5 times Fixed Charges, based on the most recent four (4) fiscal quarters; 
 (v) [Intentionally Omitted];

 (vi) [Intentionally Omitted]; 

(vii) [Intentionally Omitted]; 

(viii) the aggregate principal amount of Recourse Indebtedness that is secured by a Lien on partnership or other equity
interests or by any other Lien which is not a mortgage Lien on real property shall not exceed $300,000,000 (which amount shall include the outstanding Indebtedness under the Loan Documents);” 

  
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 15. Section 7.7 of the Existing Loan Agreement is hereby deleted in its entirety and
replaced with the following new Section 7.7: 
 “7.7 The Borrower, any Assignor, any other direct or indirect owner of a Subject
Property, or any Subject Property Owner, or any other Subsidiary having more than $50,000,000 of Equity Value (or in the case of a Subsidiary that is not a Wholly-Owned Subsidiary, a Subsidiary for which the Borrower’s proportionate share of
the Equity Value of such Subsidiary exceeds $50,000,000), shall (i) have an order for relief entered with respect to it under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an assignment for the benefit of creditors,
(iii) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any Substantial Portion of its Property, (iv) institute any proceeding seeking an
order for relief under the Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate it as a bankrupt or insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, adjustment or composition of it or
its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (v) take any corporate
action to authorize or effect any of the foregoing actions set forth in this Section 7.7, (vi) fail to contest in good faith any appointment or proceeding described in Section 7.8 or (vii) admit in writing its inability to pay
its debts generally as they become due.” 
 16. Section 7.8 of the Existing Loan Agreement is hereby deleted in its
entirety and replaced with the following new Section 7.8: 
 “7.8 A receiver, trustee, examiner, liquidator or similar official
shall be appointed for the Borrower, any Assignor, any other direct or indirect owner of a Subject Property, or any Subject Property Owner, or any Subsidiary having more than $50,000,000 of Equity Value (or in the case of a Subsidiary that is not a
Wholly-Owned Subsidiary, a Subsidiary for which the Borrower’s proportionate share of the Equity Value of such Subsidiary exceeds $50,000,000), or for any Substantial Portion of the Property of the Borrower or such Subsidiary, or for any of the
Collateral, the Subject Properties or Borrower’s direct or indirect interests therein, or a proceeding described in Section 7.7(iv) shall be instituted against the Borrower or any such Subsidiary and such appointment continues undischarged
or such proceeding continues undismissed or unstayed for a period of ninety (90) consecutive days.” 
 17. Section 7.9
of the Existing Loan Agreement is hereby amended by deleting the amount “$20,000,000” from the fourth line thereof and by inserting in lieu thereof the amount “$50,000,000”. 

18. Section 7.10 of the Existing Loan Agreement is hereby amended by deleting the amount “$1,000,000” from the fifth
line thereof and by inserting in lieu thereof the amount “$10,000,000”. 

  
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 19. Section 7.10 of the Existing Loan Agreement is hereby amended by deleting the
amount “$500,000” from the sixth line thereof and by inserting in lieu thereof the amount “$5,000,000”. 
 20.
Section 7.11 of the Existing Loan Agreement is hereby amended by deleting the amount “$500,000” from the ninth line thereof and by inserting in lieu thereof the amount “$5,000,000”. 

21. Section 7.12 of the Existing Loan Agreement is hereby amended by deleting the amount “$20,000,000” from the sixth
line thereof and by inserting in lieu thereof the amount “$50,000,000”. 
 22. The following new Section 7.19 is hereby
inserted into the Existing Loan Agreement: 
 “7.19 There shall occur a “Default” under and as defined in the Wells Fargo
Credit Agreement.” 
 23. Section 8.2 of the Existing Loan Agreement is hereby amended by deleting the amount
“$500,000,000” from Section 8.2(iv) thereof and by inserting in lieu thereof the amount “$300,000,000”. 
 24.
Exhibits “F” and “K” to the Existing Loan Agreement are hereby amended by deleting therefrom the references to the amounts “$400,000,000.00” and “$500,000,000.00”, and by inserting in lieu thereof the amounts
“$200,000,000.00” and “$300,000,000.00” respectively. 
 25. Schedule 7 to the Existing Loan Agreement is hereby deleted
in its entirety and replaced with the revised Schedule 7 attached as Annex I to this Amendment. 
 26. Borrower, Administrative Agent and
the Lenders hereby acknowledge and agree that the Compliance Certificate (and the calculations of the financial covenants set forth in such Compliance Certificate) of Borrower and its Subsidiaries required to be delivered to the Administrative Agent
and the Lenders at the closing of this Amendment referred to in Section 30 hereof (the “Proforma Compliance Certificate”) and for the fiscal quarter and year ended December 31, 2014, shall be based on the terms and provisions of
the Existing Loan Agreement, as modified and amended by this Amendment (including, without limitation, the reduction of the Aggregate Commitment to $200,000,000.00), notwithstanding the fact that the effective date of such modified financial
covenants and such reduction in Aggregate Commitment occurs after the date of such reporting period. 
 27. Borrower hereby represents and
warrants that: 
 (a) no Default or Unmatured Default exists; 

(b) the Loan Documents are in full force and effect and neither Borrower nor any Assignor has defenses or offsets to, or claims or
counterclaims relating to, its obligations under the Loan Documents; 
 (c) there has been no material adverse change in the financial
condition of Borrower and its Subsidiaries from that shown in its December 31, 2014 financial statements; 

  
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 (d) each of Borrower and the Assignors has full corporate power and authority to execute, and has
duly authorized the execution of, this Amendment and the other documents executed in connection herewith and no consents are required for such execution other than any consents which have already been obtained; and 

(e) all representations and warranties contained in Article V of the Loan Agreement and in the other Loan Documents are true and correct in
all material respects as of the date hereof; provided that any representation or warranty that is qualified as to “materiality”, Material Adverse Effect or similar language is true and correct in all respects as of the date hereof and any
such representations or warranties that relate to an earlier specified date are true and correct on and as of such date. 
 28. Except as
specifically modified hereby or in any agreement executed in connection herewith, the Loan Agreement and the other Loan Documents are and remain unmodified and in full force and effect and the obligations of Borrower, Lenders and Administrative
Agent under the Loan Agreement are hereby ratified and confirmed. All references in the Loan Documents to the Existing Loan Agreement henceforth shall be deemed to refer to the Existing Loan Agreement as amended by this Amendment. 

29. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the
parties hereto may execute this Amendment by signing any such counterpart. This Amendment shall be construed and enforced in accordance with the laws of the State of Ohio (excluding the laws applicable to conflicts or choice of law). This Amendment
shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors, successors-in-title and assigns as provided in the Loan Agreement. 

30. This Amendment shall become effective when (i) this Amendment has been executed by Borrower, Administrative Agent and the Required
Lenders, (ii) the Administrative Agent has received and approved the Proforma Compliance Certificate for the period ended December 31, 2014 (but subject to the provisions of Section 26 hereof and subject to other customary and
reasonable adjustments to reflect transactions that occurred between December 31, 2014 and the date of this Amendment), (iii) Administrative Agent shall have received for the benefit of the Lenders in accordance with the Percentages of the
Lenders a prepayment of the principal of the Loans in the amount of $100,000,000.00 together with all accrued but unpaid interest on such principal amount prepaid, (iv) the Administrative Agent has received and approved a fully executed and
effective Wells Fargo Credit Agreement evidencing a term loan facility in the amount of $400,000,000.00, which may be increased up to $600,000,000.00, and (v) the Administrative Agent has received and approved a fully executed and effective
amendment and restatement to the Unsecured Credit Agreement which reflects modifications thereto that conform to the modifications being made pursuant to this Amendment, as applicable. 

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 11 








 IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first
above written. 
  

			
	BORROWER:
	
	DDR CORP. (f/k/a Developers Diversified Realty Corporation), an Ohio corporation
		
	By:		 /s/ Luke J. Petherbridge

	Print Name:		Luke J. Petherbridge
	Title:		Chief Financial Officer
	
	 3300 Enterprise Parkway
 Beachwood,
Ohio 44122
 Phone: 216/755-6453
 Facsimile: 216/755-3453

Attention: Chief Financial Officer

	
	with a copy to:
	
	 3300 Enterprise Parkway
 Beachwood,
Ohio 44122
 Phone: 216/755-5650
 Facsimile: 216/755-1560

Attention: General Counsel



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 SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT] 








 
			
	DDR PR VENTURES, LLC, S.E., a Delaware limited liability company
		
	By:		 /s/ Luke J. Petherbridge

	Print Name:		Luke J. Petherbridge
	Title:		Chief Financial Officer
	
	 3300 Enterprise Parkway
 Beachwood,
Ohio 44122

	Phone:		216/755-6453
	Facsimile:		216/755-3453
	Attention:		Chief Financial Officer
	
	with a copy to:
	
	 3300 Enterprise Parkway
 Beachwood,
Ohio 44122

	Phone: 216/755-5650
	Facsimile:		216/755-1560
	Attention:		General Counsel


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					LENDERS:
			
	$20,000,000				KEYBANK NATIONAL ASSOCIATION,
					Individually and as Administrative Agent
				
					By:		 /s/ Angela Kara

					Print Name:		Angela Kara
					Title:		Assistant Vice President
			
					127 Public Square
					8th Floor
					Cleveland, OH 44114
					Phone: 216/689-7984
					Facsimile: 216/689-5819
					Attention: Jason Weaver
			
					With a copy to:
			
					127 Public Square
					8th Floor
					Cleveland, OH 44114
					Phone: 216/689-4653
					Facsimile: 216/689-5819
					Attention: Angela Kara

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	$20,000,000				ROYAL BANK OF CANADA
				
					By:		 /s/ Brian Gross

					Print Name:		Brian Gross
					Title:		Authorized Signatory
			
					Three World Financial Center, 200 Vesey Street
					New York, New York 10281-8098
					Phone: 212/266-4047
					Attention: Brian Gross

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	$17,500,000				U.S. BANK NATIONAL ASSOCIATION
				
					By:		 /s/ Curt M. Steiner

					Name:		Curt M. Steiner
					Title:		Senior Vice President
			
					209 S. LaSalle St., Suite 210
					Chicago, IL 60604
					Telephone: 312/325-8756
					Facsimile: 312/325-8852
					Attention: Curt M. Steiner

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	$15,000,000				CITIZENS, N.A., Individually and as Documentation Agent
				
					By:		 /s/ Don Woods

					Name:		Don Woods
					Title:		Senior Vice President
			
					1215 Superior Avenue, OHS675
					Cleveland, Ohio 44114
					Telephone: 216-277-0199
					Facsimile: 216-277-4600
					Attention: Don Woods

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	$15,000,000				THE BANK OF NOVA SCOTIA,
					Individually and as Documentation Agent
				
					By:		 /s/ Chad Hale

					Print Name:		Chad Hale
					Title:		Director & Execution Head
			
					The Bank of Nova Scotia
					40 King Street West, Floor 55
					Toronto, ON M5H 1H1
					Canada
					Phone: 416-350-1173
					Facsimile: 416-350-1161
					Attention: Mr. Chad Hale

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 SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT] 









							
	$12,500,000				CAPITAL ONE, NATIONAL ASSOCIATION
				
					By:		 /s/ Frederick H. Denecke

					Print Name:		Frederick H. Denecke
					Title:		Senior Vice President
			
					1680 Capital One Drive
					McLean, VA 22102
					Phone: 703-720-6760
					Facsimile: 703-720-2023
					Attention: Ashish Tandon
					                 Vice President

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 SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT] 









							
	$12,500,000				JPMORGAN CHASE BANK, N.A.
				
					By:		 /s/ Chiara Carter

					Name:		Chiara Carter
					Title:		Vice President
			
					383 Madison Avenue, Floor 24
					New York, New York 10179
					Phone: 212/622-6401
					Facsimile: 212/270-2157
					Attention: Chiara Carter

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	$12,500,000				THE BANK OF NEW YORK MELLON
				
					By:		 /s/ Helga Blum

					Print Name:		Helga Blum
					Title:		Managing Director
			
					One Wall Street
					21st Floor
					New York, New York 10286
					Telephone: 212/635-7420
					Facsimile: 212/635-1897
					Attention: Helga Blum

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	$10,000,000				PNC BANK, NATIONAL ASSOCIATION,
					Individually
				
					By:		 /s/ John E. Wilgus II

					Print Name:		John E. Wilgus, II
					Title:		Senior Vice President
			
					1900 E. Ninth Street, 22nd Floor
					Cleveland, Ohio 44114
					Phone: 216/222-6032
					Facsimile: 216/222-6070
					Attention: John E. Wilgus, II

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 SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT] 









							
	$10,000,000				REGIONS BANK
				
					By:		 /s/ T. Barrett Vawter

					Name:		T. Barrett Vawter
					Title:		Vice President
			
					1717 McKinney Avenue, Suite 1200
					Dallas, TX 75202
					Telephone: 469/608-2787
					Facsimile: 469/608-2842
					Attention: Barrett Vawter

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	 $10,000,000
				SUMITOMO MITSUI BANKING CORPORATION
				
					By:		 /s/ Keith J. Connolly

					Print Name:		Keith J. Connolly
					Title:		Managing Director
			
					277 Park Avenue
					New York, NY 10172
					Phone: 212/224-4058
					Facsimile: 212/224-4887
					Attention: Mr. Justin Kim

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 SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT] 









							
	$10,000,000				THE HUNTINGTON NATIONAL BANK
				
					By:		 /s/ Marla S. Bergrin

					Name:		Marla S. Bergrin
					Title:		Vice-President
			
					200 Public Square CM17
					Cleveland, Ohio 44114
					Telephone:		216/515-5647
					Facsimile:		877/834-3517
					Attention:		Marla S. Bergrin

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	 $7,500,000
				 METROPOLITAN LIFE INSURANCE COMPANY

				
					By:		 /s/ Matthew J. McInerny

					 Print Name:
		Matthew J. McInerny
					Title:		Managing Director
			
					10 Park Ave., P. O. Box 1902
					Morristown, New Jersey 07962
					Telephone: 973-355-4033
					Facsimile: 201-215-2328
					Attention: Matt McInerny

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	$7,500,000		 		WELLS FARGO BANK, N.A.
				
					By:		 /s/ Brandon Barry

					Name:		Brandon Barry
					Title:		Vice-President
			
					Wells Fargo Bank
					10 South Wacker Drive
					32nd Floor
					Chicago, IL 60606
					Telephone: 312-827-1525
					Facsimile: 312-782-0969
					Attention: Brandon Barry
			
					With a copy to:
			
					Doug Frazer
					Loan Administrator
					Wells Fargo Bank
					310 S. College Street
					4th Floor
					Charlotte, NC 28202
					Phone: (704) 715-5747
					Fax: (704) 715-1289

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	$5,000,000				CITICORP NORTH AMERICA, INC.
				
					By:		 /s/ Michael Chlopak

					Print Name:		Michael Chlopak
					Title:		Vice President
			
					388 Greenwich Street, 23rd Floor
					New York, New York 10013
					Phone: 212/723-5899
					Facsimile: 646/291-1632
					Attention: Michael Chlopak

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	$5,000,000				FIRST TENNESSEE BANK NATIONAL ASSOCIATION
				
					By:		 /s/ Greg Cullum

					Name:		Greg Cullum
					Title:		Sr. Vice President
			
					First Tennessee Bank
					701 Market Street
					Chattanooga, Tennessee 37402
					Phone: 423/757-4272
					Facsimile: 423/757-4040
					Attention: Greg Cullum

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	$5,000,000				THE NORTHERN TRUST COMPANY
				
					By:		 /s/ John Dilegge

					Print Name:		John Dilegge
					Title:		Vice President
			
					50 S. LaSalle St., Floor M-27
					Chicago, Illinois 60603
					Phone: 312/557-1964
					Facsimile: 312/557-1425
					Attention: John Dilegge

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	$2,500,000				DEUTSCHE BANK TRUST COMPANY
					AMERICAS, INC.
				
					By:		 /s/ James Rolison

					Print Name:		James Rolison
					Title:		Managing Director
				
					By:		/s/ J.T. Johnston Coe
					Print Name:		J.T. Johnston Coe
					Title:		Managing Director
			
					200 Crescent Court #550
					Dallas, Texas 75201
					Phone: 214/740-7906
					Facsimile: 214/740-7910
					Attention: Justin Shull

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	$2,500,000				GOLDMAN SACHS BANK USA
				
					By:		 /s/ Jamie Minieri

					Print Name:		Jamie Minieri
					Title:		Authorized Signatory
			
					c/o Goldman Sachs & Co.
					30 Hudson Street, 4th Floor
					Jersey City, New Jersey 07302
					Phone: 212/934-3921
					Facsimile: 917/977-3966
					Attention: Michelle Latzoni


  
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 SECOND AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT] 








 ANNEX I 

Schedule 7 

Financeable Ground Leases 
  

			
	 SITE
	 	 LOCATION

	 Morris Corners
	 	Springfield, MO
		
	 1000 Van Ness
	 	San Francisco, CA
		
	 Kmart Shopping Center
	 	Brandon, FL
		
	 The Pike at Rainbow Harbor
	 	Long Beach, CA
		
	 Johnson City Marketplace
	 	Johnson City, TN
		
	 River Oaks SC (MRV)
	 	Valencia, CA
		
	 Flatacres Market Center
	 	Parker, CO
		
	 Delaware Consumer Square (2670 Delaware Ave.)
	 	Buffalo, NY
		
	 Burlington Plaza
	 	Austell, GA
		
	 Crossroads Center
	 	Gulfport, MS

 ANNEX I – SCHEDULE 7