exv4w2






EXHIBIT 4.2




FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED

SECURED TERM LOAN AGREEMENT




     This FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT (the
“Amendment”) is made as of this 20th day of October, 2010 (the “Effective Date”), by and
among 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, one or
more new or existing “Lenders” shown on the signature pages hereof (the “Lenders”), and KeyBank
National Association, not individually, but as “Administrative Agent”, Bank of America, N.A., not
individually, but as “Syndication Agent”, and Eurohypo AG, New York Branch, ING Real Estate Finance
(USA) LLC and Scotiabanc Inc., not individually, but as “Documentation Agents”.



R E C I T A L S




     A. Borrower, Administrative Agent, Syndication Agent, Documentation Agents and certain
Lenders entered into that certain First Amended and Restated Secured Term Loan Agreement dated as
of June 29, 2006, as modified and amended by that certain First Amendment to First Amended and
Restated Secured Term Loan Agreement dated as of February 20, 2007, as further modified and amended
by that certain Second Amendment to First Amended and Restated Secured Term Loan Agreement dated as
of March 30, 2007, and as further modified and amended by that certain Third Amendment to First
Amended and Restated Secured Term Loan Agreement dated as of December 10, 2007 (as modified and
amended, 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 Loan
Agreement in order to, among other things (i) increase the Capitalization Rate (as hereinafter
defined) from 7.5% to 8.0%; and (ii) amend the provisions of the financial covenants and certain
other provisions of the Loan Agreement.



     C. Borrower has requested changes to certain terms in the 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. The following definitions in Section 1.1 of the Loan Agreement are hereby amended
and restated to read as follows:



     “Acceptable Jurisdiction” means a place (in addition to the United States, Canada and Puerto
Rico) where Unencumbered Assets can be located, which shall be subject to the approval of the
Administrative Agent, based on satisfactory advice received by it from local counsel in such
jurisdiction with respect to the procedure for enforcement of a U.S. judgment in such jurisdiction,
and the collection of such judgment from assets located there.



     “Acquisition Asset” means an asset which has not been owned for at least a period of twelve
(12) months.



     “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 six months, to be valued for purposes of this Agreement, for each Asset Under
Development as determined individually, for up to six 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) six months of income from signed leases, multiplied by
two, 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.



     “Consolidated Capitalization Value” means, as of any date, an amount equal to the sum of (i)
Net Operating Income from Stabilized Projects for the most recent period of four (4) consecutive
fiscal quarters for which the Borrower has reported results divided by the Capitalization
Rate, plus (ii) the Consolidated Group Pro Rata Share of Net Operating Income from
Stabilized Projects owned by Investment Affiliates for the most recent period of four (4)
consecutive fiscal quarters for which the Borrower has reported results divided by the
Capitalization Rate, plus (iii) the amount of Consolidated Cash Flow attributable to
Management Fees received by the Consolidated Group for the most recent period of four (4)
consecutive fiscal quarters for which the Borrower has reported results, divided by the
Capitalization Rate, provided that the amount added to Consolidated Capitalization Value pursuant
to this clause (iii) shall not exceed 15% of the total Consolidated Capitalization Value through
the quarter ending June 30, 2012 and 12.5% of the total Consolidated Capitalization Value
thereafter, plus (iv) Acquisition Assets valued at the higher of their acquisition cost or
capitalization value, such



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value to be calculated by dividing (x) the Net Operating Income for such Acquisition Assets
for the most recent period of four (4) consecutive fiscal quarters for which the Borrower has
reported results (even if the Borrower or its Subsidiary or Investment Affiliate did not own such
Acquisition Asset for the entire four (4) quarter period) by (y) the Capitalization Rate, provided
that once an Acquisition Asset is valued by capitalizing Net Operating Income, that Acquisition
Asset can no longer be valued using its acquisition cost.




     “Consolidated Market Value” means, as of any date, an amount equal to the sum of:



     (a) the Consolidated Capitalization Value as of such date, plus



     (b) the value of Unrestricted Cash and Cash Equivalents, plus



     (c) the value of Assets Under Development (provided that the amount included in
Consolidated Market Value pursuant to this clause (c) shall not exceed 10% of the Consolidated
Market Value), plus



     (d) 100% of the then-current value under GAAP of all First Mortgage Receivables (provided
that the amount included in Consolidated Market Value pursuant to this clause (d) shall not exceed
5% of the Consolidated Market Value), plus



     (e) 100% of the then-current book value, as determined in accordance with GAAP, of Developable
Land (provided that the amount included in Consolidated Market Value pursuant to this clause (e)
shall not exceed 5% of the Consolidated Market Value), plus



     (f) cash from like-kind exchanges on deposit with a qualified intermediary (provided that
the amount included in Consolidated Market Value pursuant to this clause (f) shall not exceed 10%
of the Consolidated Market Value), plus



     (g) the value of Mezzanine Debt Investments that are not more than ninety (90) days past
due determined in accordance with GAAP (provided that the amount included in Consolidated Market
Value for Mezzanine Debt Investments pursuant to this clause (g) shall not exceed 5% of the
Consolidated Market Value), plus



     (h) the value of Non-Stabilized Projects, as determined individually for each
Non-Stabilized Project, at the then-current book value (after taking into account any impairments),
as determined in accordance with GAAP, (a) for each Non-Stabilized Project owned by members of the
Consolidated Group and (b) multiplied by the applicable Consolidated Group Pro Rata Share, for each
Non-Stabilized Project owned by an Investment Affiliate (provided that the amount included in
Consolidated Market Value pursuant to this clause (h) shall not exceed 5% of the Consolidated
Market Value).



     “Consolidated Secured Indebtedness” means, as of any date of determination, without
duplication, the sum of (a) the aggregate principal amount of that portion of the Consolidated
Outstanding Indebtedness which is secured by any Lien on the Property of Borrower or its
Subsidiaries, without regard to recourse, plus (b) the excess, if any, over $25,000,000, of the sum
of (x) the aggregate principal amount of all Unsecured Indebtedness for borrowed money (including
Guarantee Obligations for borrowed money) of the Subsidiaries of the Borrower,



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determined on a consolidated basis in accordance with GAAP, excluding any Indebtedness of a
Subsidiary that is a Qualified Borrower or a Subsidiary Guarantor and (y) a percentage of the
aggregate principal amount of all Indebtedness of each Investment Affiliate that is secured by any
Lien on the Property of that Investment Affiliate equal to the greater of (i) the percentage of
such Indebtedness for which any member of the Consolidated Group is liable and (ii) the
Consolidated Group Pro Rata Share of such Investment Affiliate.




     “Defaulting Lender” means any Lender that (a) has failed, within two Business Days of the date
required to be funded or paid, to (i) fund any portion of its Loans or (ii) pay over to any Credit
Party any other amount required to be paid by it hereunder, unless, in the case of clause (i)
above, such Lender notifies the Administrative Agent in writing that such failure is the result of
such Lender’s good faith determination that a condition precedent to funding (specifically
identified and including the particular default, if any) has not been satisfied, or, in the case of
clause (ii) above, such Lender notifies the Administrative Agent in writing that such failure is
the result of a good faith dispute as to the amount of indemnification claimed by the
Administrative Agent under Section 10.8 hereof, (b) has notified the Borrower or any Credit Party
in writing, or has made a public statement to the effect, that it does not intend or expect to
comply with any of its funding obligations under this Agreement (unless such writing or public
statement indicates that such position is based on such Lender’s good faith determination that a
condition precedent (specifically identified and including the particular default, if any) to
funding a loan under this Agreement cannot be satisfied) or generally under other agreements in
which it commits to extend credit, (c) has failed, within three Business Days after request by the
Administrative Agent, acting at the request of a Lender in good faith, to provide a certification
in writing from an authorized officer of such Lender that it will comply with its obligations (and
is financially able to meet such obligations) to fund prospective Loans under this Agreement,
provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon
the Administrative Agent’s receipt of such certification in form and substance satisfactory to the
Administrative Agent, or (d) has become the subject of a Bankruptcy Event.



     “Equity Value” means, with respect to a Subsidiary owned and in operation for a period of four
(4) or more consecutive full fiscal quarters, by the Borrower or one of its other Subsidiaries, an
amount equal to (A) the sum of net income (or loss) for the most recent four (4) consecutive fiscal
quarters without giving effect to depreciation and amortization, gains or losses from extraordinary
items, gains or losses on sales of real estate, and gains or losses on investments in marketable
securities for such period, plus the amount of interest expense for such period on the
aggregate principal amount of the Indebtedness of such Subsidiary, divided by (B) the
Capitalization Rate, and then minus (C) Indebtedness of the Subsidiary as of the date of
determination. For any Subsidiary not owned and in operation for four (4) fiscal quarters, until
it or its Properties have been owned and operated by the Borrower or one of its other Subsidiaries
for four (4) or more consecutive full fiscal quarters, “Equity Value” shall mean the Borrower’s
estimated annual Net Operating Income for the Projects owned by such Subsidiary based on leases in
existence at the date such Subsidiary is formed or purchased divided by the Capitalization
Rate, and then minus the Indebtedness of such Subsidiary as of the date of determination.



     “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



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loans and, accordingly, provide 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 25 years from October 20, 2010, (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 October 20, 2010 are listed on Schedule 7
attached hereto and made a part hereof.




     “Funds From Operations” means, for any period, the sum of (i) Consolidated Net Income for such
period, excluding (A) gains (losses) on sales of property, (B) extraordinary or non-recurring
expenses, income, losses or gains (including, for the avoidance of doubt, gains or losses on debt
retirements), and (C) non-cash income and non-cash charges (including, without limitation,
depreciation and amortization, and equity gains (losses) from each Investment Affiliate included
therein, but excluding any amortization of deferred finance costs), plus (ii) the applicable
Consolidated Group Pro Rata Share of funds from operations of each Investment Affiliate that is due
to the Consolidated Group for such period, all determined on a consistent basis. With regard to
the foregoing sentence, for each consolidated Subsidiary of the Borrower in which the Borrower does
not directly or indirectly hold a 100% ownership interest, each of clauses (A), (B) and (C) shall
exclude the prorata share of such item attributable to minority interest holders which do not hold
operating partnership units convertible to stock in the Borrower.



     “GAAP” means generally accepted accounting principles in the United States of America as in
effect from time to time, applied in a manner consistent with that used in preparing the financial
statements referred to in Section 6.1, subject to Section 2.26.



     “Net Operating Income” means, with respect to any Project for any period, “property rental and
other income” (as determined by GAAP) attributable to such Project accruing for such period
minus the amount of all expenses (as determined in accordance with GAAP) incurred in
connection with and directly attributable to the ownership and operation of such Project for such
period, including, without limitation, Property Management Fees and amounts accrued for the payment
of real estate taxes and insurance premiums, but excluding interest expense or other debt service
charges and any non-cash charges such as depreciation or amortization of financing costs plus
acquisition costs for consummated acquisitions. As used herein “Property Management Fees”,
means, with respect to each Project for any period, an assumed amount equal to three percent (3%)
of the aggregate base rent and percentage rent due and payable under leases with tenants at such
Project.



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     “Obligations” means the Borrowings and all accrued and unpaid interest, fees and all other
obligations of Borrower and the Assignors to the Administrative Agent or the Lenders, or any of
them, arising under this Agreement or any of the other Loan Documents.



     “Qualified Borrower” means DDR PR Ventures LLC, S.E. and any other Wholly-Owned Subsidiary of
DDR which has complied with the requirements set forth in Section 2.1 for being a Borrower
hereunder, the Indebtedness of which, in all cases, shall be guaranteed by DDR and each Subsidiary
Guarantor.



     “Subsidiary Guaranty” means a guarantee of all Obligations delivered by a Subsidiary if
necessary pursuant to the definition of Unencumbered Assets or Consolidated Secured Indebtedness.



     “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, a Wholly-Owned Subsidiary, or a Qualified Jointly-Owned Subsidiary which is a member
of the Consolidated Group (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 (i) Permitted Liens set forth in Sections
6.15(i) through 6.15(iv)) and (ii) restrictions on transferability in the case of a Qualified
Jointly-Owned Subsidiary.




     (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 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



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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.



     “Unrestricted Cash and Cash Equivalents” means, in the aggregate, all cash and Cash
Equivalents which are not pledged or otherwise restricted for the benefit of any creditor and which
are owned by members of the Consolidated Group or Investment Affiliates, to be valued for purposes
of this Agreement at (i) 100% of its then-current book value, as determined under GAAP, for any
such items owned by a member of the Consolidated Group or (ii) the applicable Consolidated Group
Pro Rata Share of its then-current book value, as determined under GAAP, for any such items owned
by an Investment Affiliate. For purposes hereof, cash reserves set aside by the Borrower under
Section 7.6 shall be treated as restricted.



     “Unsecured Credit Agreement” means that certain Eighth Amended and Restated Credit Agreement
dated as of October 20, 2010, between JPMorgan Chase Bank, N.A., individually and as administrative
agent, the other lenders from time to time parties thereto and Borrower, as the same may be
modified, increased, amended or restated from time to time.



     “Value of Subject Properties” means, as of any date, the sum of the amount determined by
dividing the Secured Facility Net Operating Income for each Project which is a Subject Property
(excluding the Secured Facility Net Operating Income for any Acquisition Asset which is a Subject
Property) as of such date for a calculation period which shall be the immediately preceding four
(4) full fiscal quarters by the Capitalization Rate. If a Project is no longer owned as of the
date of determination, then no value shall be included from such Project. In the event that (a)
the Borrower or a Subsidiary of the Borrower shall not have owned a Subject Property for the entire
previous four (4) fiscal quarters or (b) a Subject Property consists of an Asset Under Development
that became an Operating Property during the previous four (4) fiscal quarters, then for the
purposes of determining the Value of Subject Properties with respect to such Subject Property, the
Secured Facility Net Operating Income for such Subject Property for the period that Borrower or
such Subsidiary of Borrower has owned such Subject Property with respect to (a) above, or the
period during which such Subject Property consisted of an Operating Property with respect to (b)
above, shall be annualized in a manner reasonably satisfactory to the Administrative Agent.
Notwithstanding the foregoing and with respect to any Acquisition Asset



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which is a Subject Property, each such Acquisition Asset shall be valued at the lower of its
acquisition cost or market value, as determined in accordance with GAAP.




     “Value of Unencumbered Assets” means, as of any date, the sum of:




     (A) the amount determined by dividing the Net Operating Income for each Stabilized
Project which is an Unencumbered Asset (excluding the Net Operating Income for any
Acquisition Asset which is an Unencumbered Asset) as of such date for a calculation period
which shall be the immediately preceding four (4) full fiscal quarters by the Capitalization
Rate (provided that not more than fifteen percent (15%) of the Value of Unencumbered Assets
with respect to Stabilized Projects shall be attributable to the value of those portions of
Unencumbered Assets which are ground leased by Borrower or one of its Subsidiaries, as
lessee, with a remaining term of less than 40 years including options, and provided further,
that not more than fifteen percent (15%) of the Value of Unencumbered Assets shall be
attributable to Unencumbered Assets not located in the United States or Puerto Rico), plus




     (B) cash of the Consolidated Group from like-kind exchanges on deposit with a
qualified intermediary, provided that the aggregate amount added to the Value of
Unencumbered Assets under this clause (B) shall not exceed ten percent (10%) of the total
Value of Unencumbered Assets, plus




     (C) the amount by which the value of Unrestricted Cash and Cash Equivalents of the
Consolidated Group exceeds $25,000,000, plus




     (D) the value of Assets Under Development which are Unencumbered Assets, provided
that the aggregate amount added to Value of Unencumbered Assets under this clause (D) shall
not exceed ten percent (10%) of the total Value of Unencumbered Assets, plus




     (E) the then-current value under GAAP of all First Mortgage Receivables (excluding
the portion of any First Mortgage Receivable for which the ratio of the principal balance of
the loan to the value of the Project securing repayment of such First Mortgage Receivable
exceeds seventy-five percent (75%); provided, however, that such ratio shall be determined
(i) by Borrower in good faith and (ii) at the time such First Mortgage Receivable is
created) provided that the aggregate amount added to Value of Unencumbered Assets under this
clause (E) shall not exceed ten percent (10%) of the total Value of Unencumbered Assets,
plus




     (F) the then-current book value, as determined in accordance with GAAP, of
Developable Land which is an Unencumbered Asset, provided that the aggregate amount added to
the Value of Unencumbered Assets under this clause (F) shall not exceed (1) five percent
(5%) of the total Value of Unencumbered Assets from October 20, 2010 through the quarter
ending June 30, 2012 and (2) three percent (3.0%) of the total Value of Unencumbered Assets
for the quarters ending September 30, 2012 and thereafter, plus




     (G) the amount determined by taking seventy five percent (75%) of the amount of
Management Fees received by the Borrower or a Wholly-Owned Subsidiary



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for a calculation period of the immediately preceding four (4) full fiscal quarters and
dividing such amount by 15%, plus




     (H) the value of each Acquisition Asset that is an Unencumbered Asset determined in
the same manner as is set forth in the definition of Consolidated Capitalization Value, plus




     (I) the value of each Non-Stabilized Project that is an Unencumbered Asset
determined in the same manner as is set forth in the definition of Consolidated Market
Value, provided that the aggregate amount added to the Value of Unencumbered Assets under
this clause (I) shall not exceed five percent (5%) of the total Value of Unencumbered
Assets.



     At no time shall the aggregate amount added to Value of Unencumbered Assets under clauses (B),
(D), (E), (F) and (G) exceed twenty percent (20%) of the total Value of Unencumbered Assets. If a
Project is no longer owned as of the date of determination, then no value shall be included from
such Project.



     For the avoidance of doubt, no Value of Unencumbered Assets shall be attributable to
Subsidiaries of the Borrower which are not members of the Consolidated Group.



     3. The following new definitions are hereby added to Section 1.1 of the Loan Agreement in
alphabetical order:



     “Approved Fund” means any Person (other than a natural person) that is engaged in making,
purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary
course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a
Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.



     “Bankruptcy Event” means, with respect to any Person, such Person becomes the subject of a
bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator,
custodian, assignee for the benefit of creditors or similar Person charged with the reorganization
or liquidation of its business appointed for it, under the Bankruptcy Code or under any other
applicable bankruptcy, insolvency or similar law now or hereafter in effect, or, in the good faith
determination of the Administrative Agent, has taken any action in furtherance of, or indicating
its consent to, approval of, or acquiescence in, any such proceeding or appointment, provided that
a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition
of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof,
if such ownership interest does not result in or provide such Person with immunity from the
jurisdiction of courts within the United States or from the enforcement of judgments or writs of
attachment on its assets or permit such Person (or such Governmental Authority or instrumentality)
to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.



     “Capitalization Rate” means 8.00%.



     “Change of Control” means the occurrence of any of the following:



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     (a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) is or becomes the
“beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that
a Person will be deemed to have “beneficial ownership” of all securities that such Person
has the right to acquire, whether such right is exercisable immediately or only after the
passage of time), directly or indirectly, of more than forty percent (40%) of the total
voting power of the then issued and outstanding voting Capital Stock of the Borrower;




     (b) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of
the Exchange Act) acquires, directly or indirectly, by contract or otherwise, the power to
exercise control over the Capital Stock of the Borrower representing more than forty percent
(40%) of the total voting power represented by the issued and outstanding Capital Stock of
the Borrower; or




     (c) during any period of twelve (12) consecutive months, individuals who at the
beginning of any such 12-month period constituted the Board of Directors of the Borrower
(together with any new directors whose election by such Board or whose nomination for
election by the shareholders of the Borrower was approved by a vote of a majority of the
directors then still in office who were either directors at the beginning of such period or
whose election or nomination for election was previously so approved) cease for any reason
to constitute a majority of the Board of Directors of the Borrower.



     “Credit Party” means the Administrative Agent or any Lender.



     “Domestic Subsidiary” means any Subsidiary other than a Foreign Subsidiary.



     “Foreign Subsidiary” means any Subsidiary (a) that is organized under the laws of a
jurisdiction other than the United States of America or any State thereof or the District of
Columbia or (b) that is a Foreign Subsidiary Holdco.



     “Foreign Subsidiary Holdco” means any Domestic Subsidiary that has no material assets other
than the Capital Stock of one or more Foreign Subsidiaries, and other assets relating to an
ownership interest in any such Capital Stock.



     “Nonrecourse Indebtedness” means, with respect to a Person, Indebtedness for borrowed money in
respect of which recourse for payment (except for customary exceptions for fraud, misapplication of
funds, environmental indemnities, violation of “special purpose entity” covenants, bankruptcy,
insolvency, receivership or other similar events and other similar exceptions to recourse liability
until a claim is made with respect thereto, and then in the event of any such claim, only a portion
of such Indebtedness in an amount equal to the amount of such claim shall no longer constitute
“Nonrecourse Indebtedness” for the period that such portion is subject to such claim) is
contractually limited to specific assets of such Person encumbered by a Lien securing such
Indebtedness.



     “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



10









 




Assets under Development. A Project may continue to be treated as a Non-Stabilized Project
for up to twenty-four (24) 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.




     “Restricted Cash Collateral” is defined in Section 6.18(i).



     “Restricted Payment” means any dividend or other distribution (whether in cash, securities or
other property) with respect to any Capital Stock in the Borrower or any Subsidiary, or any payment
(whether in cash, securities or other property), including any sinking fund or similar deposit, on
account of the purchase, redemption, retirement, acquisition, cancellation or termination of any
such Capital Stock in the Borrower or any option, warrant or other right to acquire any such
Capital Stock in the Borrower, or any transaction that has a substantially similar effect.



     “Stabilized Project” means a Project which is not (i) an Acquisition Asset, (ii) an Asset
Under Development or (iii) a Non-Stabilized Project.



     “Unencumbered NOI” means Net Operating Income for all Projects that have Net Operating Income
greater than zero and that are Unencumbered Assets, provided that in calculating Net Operating
Income for any Project that has been owned by the Borrower, a Wholly-Owned Subsidiary or a
Qualified Jointly-Owned Subsidiary for less than the period of twelve (12) consecutive months most
recently ended, Net Operating Income of such Project shall nevertheless be calculated using the
results for the period of twelve (12) consecutive months most recently ended as if it had been
owned by the Borrower, a Wholly-Owned Subsidiary or a Qualified Jointly-Owned Subsidiary for such
period. For the avoidance of doubt, no Unencumbered NOI shall be attributable to Subsidiaries of
the Borrower which are not members of the Consolidated Group.



     4. Section 2.1 of the Loan Agreement is hereby amended by deleting the last two (2)
paragraphs at the end of the Section (the paragraphs commencing with the words “The Aggregate
Commitment may be increased” and “Additionally, each such Commitment increase”) in their entirety,
and by inserting in lieu thereof, the following new paragraph:




     To the extent that any Lender may not legally lend to, establish credit for the account
of and/or do any business whatsoever with a designated Qualified Borrower that is a Foreign
Subsidiary, directly or through an Affiliate of such Lender, such Lender shall so notify the
Borrower and the Administrative Agent in writing. With respect to each such affected
Lender, the Borrower shall, effective on or before the date that such Qualified Borrower
shall have the right to borrow hereunder, either (A) notify the Administrative Agent and
such affected Lender that the Commitment of such Lender shall be assigned to another Lender
pursuant to Section 12.3 or terminated; provided that such affected Lender shall have
received payment of an amount equal to the outstanding principal of its Loans, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder from the
assignee (to the extent of such outstanding principal and



11









 







accrued interest and fees) or the Borrower or the relevant Qualified Borrower (in the
case of all other amounts), or (B) cancel its request to designate such Subsidiary as a
“Qualified Borrower” hereunder.



     5. Section 2.19 of the Loan Agreement is hereby deleted in its entirety and replaced
with the following new Section 2.19:




     2.19 Replacement of Lenders under Certain Circumstances. The Borrower
shall be permitted to replace any Lender which (a) is not capable of receiving payments
without any deduction or withholding of United States federal income tax pursuant to
Section 3.5, or (b) cannot maintain its Fixed Rate Loans at a suitable Lending
Installation pursuant to Section 3.3, with a replacement bank or other financial
institution or (c) becomes a Defaulting Lender; provided that (i) such replacement
eliminates the circumstances giving rise to such replacement right and does not conflict
with any applicable legal or regulatory requirements affecting the Lenders, (ii) no Default
or (after notice thereof to Borrower) Unmatured Default shall have occurred and be
continuing at the time of such replacement, (iii) the replacement bank or institution shall
purchase, at par all Loans and, to the extent due and owing at such time pursuant to the
terms hereof, the Borrower shall repay any other amounts owing to such replaced Lender on or
prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender
under Sections 3.4 and 3.6 if any Fixed Rate Loan owing to such replaced
Lender shall be prepaid (or purchased) other than on the last day of the Interest Period
relating thereto, (v) the replacement bank or institution, if not already a Lender, and the
terms and conditions of such replacement, shall be reasonably satisfactory to the
Administrative Agent, (vi) the replaced Lender shall be obligated to make such replacement
in accordance with the provisions of Section 12.3 (provided that the Borrower shall
be obligated to pay the processing fee referred to therein unless paid by the replacement
Lender), (vii) until such time as such replacement shall be consummated, the Borrower shall
pay all additional amounts (if any) required pursuant to Section 3.5 and (viii) any
such replacement shall not be deemed to be a waiver of any rights which the Borrower, the
Administrative Agent or any other Lender shall have against the replaced Lender.



     6. Article II of the Loan Agreement is hereby amended by inserting the following new
Section 2.26 at the end of the Article:




     2.26 Convertible Debt Accounting Guidance; Changes in GAAP.
Notwithstanding any provision contained in the Agreement to the contrary, solely for
purposes of calculating any financial covenant required hereunder, such calculation shall
ignore the application of the Convertible Debt Accounting Guidance, if and to the extent
otherwise applicable to Borrower’s financial statements. If at any time any material change
in GAAP would materially affect the computation of any financial ratio or requirement set
forth in any Loan Document, and either the Borrower or the Required Lenders shall so
request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good
faith to amend such ratio or requirement to preserve the original intent thereof in light of
such change in GAAP (subject to the approval of the Required Lenders (which shall not be
unreasonably withheld)); provided that, until so amended, (i) such ratio or requirement
shall continue to be computed in accordance with GAAP prior to



12









 







such change therein and (ii) the Borrower shall provide to the Administrative Agent and
the Lenders an explanation of the impact of such change in reasonable detail satisfactory to
the Administrative Agent.



     7. Section 3.1 of the Loan Agreement is hereby deleted in its entirety and replaced
with the following new Section 3.1:




     3.1 Yield Protection. If, on or after the date of this Agreement, the
adoption of any law or any governmental or quasi-governmental rule, regulation, policy,
guideline or directive (whether or not having the force of law), or any change in the
interpretation or administration thereof by any governmental or quasi-governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Lender or applicable Lending Installation with
any request or directive (whether or not having the force of law) of any such authority,
central bank or comparable agency, including without limitation, the adoption after October
20, 2010, of any rule, regulation, policy or directive promulgated under the Dodd-Frank Wall
Street Reform and Consumer Protection Act:




          (i) subjects any Lender or any applicable Lending Installation to any Taxes, or changes
the basis of taxation of payments (other than with respect to Excluded Taxes) to any Lender
in respect of its LIBOR Loans, or




          (ii) imposes or increases or deems applicable any reserve, assessment, insurance
charge, special deposit or similar requirement against assets of, deposits with or for the
account of, or credit extended by, any Lender or any applicable Lending Installation (other
than reserves and assessments taken into account in determining the interest rate applicable
to Fixed Rate Borrowings), or




          (iii) imposes any other condition the result of which is to increase the cost to any
Lender or any applicable Lending Installation of making, funding or maintaining its Fixed
Rate Loans, or reduces any amount receivable by any Lender or any applicable Lending
Installation in connection with its Fixed Rate Loans, or requires any Lender or any
applicable Lending Installation to make any payment calculated by reference to the amount of
Fixed Rate Loans held or interest received by it, by an amount deemed material by such
Lender as the case may be,




and the result of any of the foregoing is to increase the cost to such Lender or applicable
Lending Installation, as the case may be, of making or maintaining its Fixed Rate Loans or
Commitment or to reduce the return receivable by such Lender or applicable Lending
Installation, as the case may be, in connection with such Fixed Rate Loans, Commitment or
participations therein, then, within ten (10) Business Days after receipt by the Borrower
from such Lender of the statement referred to in the next sentence, the Borrower shall pay
such Lender such additional amount or amounts as will compensate such Lender for such
increased cost or reduction in amount receivable. Such Lender shall deliver to the Borrower
(with a copy to the Administrative Agent) a written statement, setting forth in reasonable
detail the basis for calculating the additional



13









 







amounts owed to such Lender under this Section 3.1, which statement shall be conclusive and
binding upon all parties hereto absent manifest error.



     8. Section 3.2 of the Loan Agreement is hereby amended by deleting the last sentence
and by inserting in lieu thereof the following new sentence: “Risk Based Capital Guidelines” means
(i) the risk based capital guidelines in effect in the United States on October 20, 2010, including
transition rules, and (ii) the corresponding capital regulations promulgated by regulatory
authorities outside the United States implementing the 2004 report of the Basel Committee on
Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital
Measurement and Capital Standards — A Revised Framework,” including transition rules, and any
amendments to such regulations adopted prior to October 20, 2010.



     9. Section 3.4 of the Loan Agreement is hereby amended by adding the following
language immediately after the words “is not made” appearing in the third line thereof: “, or is
not continued, converted or prepaid, in the case of any LIBOR Borrowing,”.



     10. Section 5.6 of the Loan Agreement is hereby deleted in its entirety and replaced
with the following new Section 5.6:




     5.6 Litigation and Guarantee Obligations. Except as set forth on
Schedule 3 hereto, there is no litigation, arbitration, governmental investigation,
proceeding or inquiry pending or, to the knowledge of any of their officers, threatened
against or affecting the Borrower, any of its Subsidiaries, the Collateral or the Subject
Properties which could reasonably be expected to have a Material Adverse Effect. The
Borrower has no material contingent obligations not provided for or disclosed in the
financial statements referred to in Section 6.1 or as set forth in written notices to the
Administrative Agent given from time to time after October 20, 2010 on or about the date
such material contingent obligations are incurred.



     11. Schedule 3 of the Loan Agreement is hereby deleted in its entirety and replaced
with Schedule 3 attached hereto.



     12. The introductory paragraph in Article VI of the Loan Agreement is hereby amended
by inserting “and until payment in full of the Obligations and termination of the Commitments,”
after “During the term of this Agreement” in such paragraph.



     13. Section 6.1 of the Loan Agreement is hereby amended by adding the following
language at the end of clause (iii): “and an asset schedule listing all consolidated assets and
their net operating income with a breakdown between Unencumbered Assets and other assets, and
Acquisition Assets.”



     14. Section 6.1 of the Loan Agreement is hereby further amended by inserting the
following new paragraphs at the end of the Section:




     Documents required to be delivered pursuant to Sections 6.1(i), (ii), (iii), (vii) or
(viii) (to the extent any such documents are included in materials otherwise filed with the
Securities and Exchange Commission) may be delivered electronically and if so delivered,
shall be deemed to have been delivered on the date (i) on which the Borrower



14









 







posts such documents, or provides a link thereto, on the Borrower’s website on the
Internet at the website address listed in Article XIII; or (ii) on which such documents are
posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each
Lender and the Administrative Agent have access (whether a commercial, third-party website
or whether sponsored by the Administrative Agent). The Administrative Agent shall have no
obligation to request the delivery of or to maintain paper copies of the documents referred
to above, and in any event shall have no responsibility to monitor compliance by the
Borrower with any such request by a Lender for delivery, and each Lender shall be solely
responsible for requesting delivery to it or maintaining its copies of such documents.




     The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint
Lead Arrangers will make available to the Lenders materials and/or information provided by
or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by
posting the Borrower Materials on IntraLinks or another similar electronic system (the
“Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e.,
Lenders that do not wish to receive material non-public information with respect to the
Borrower or its securities) (each, a “Public Lender”). The Borrower hereby agrees
that (w) all Borrower Materials that are to be made available to Public Lenders shall be
clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word
“PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower
Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative
Agent, the Joint Lead Arrangers, and the Lenders to treat such Borrower Materials as not
containing any material non-public information with respect to the Borrower or its
securities for purposes of United States Federal and state securities laws; (y) all Borrower
Materials marked “PUBLIC” are permitted to be made available through a portion of the
Platform designated “Public Side Information;” and (z) the Administrative Agent and the
Joint Lead Arrangers shall treat any Borrower Materials that are not marked “PUBLIC” as
being suitable only for posting on a portion of the Platform not designated “Public Side
Information.”



     15. Section 6.11 of the Loan Agreement is hereby deleted in its entirety and replaced
with the following new Section 6.11:




     6.11 Restricted Payments. The Borrower will not, and will not permit any
of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly,
any Restricted Payment, except (a) the Borrower may declare and pay dividends with respect
to its Capital Stock payable solely in additional shares of its common stock, (b)
Subsidiaries may declare and pay dividends ratably with respect to their Capital Stock, (c)
the Borrower may make Restricted Payments pursuant to and in accordance with stock option
plans or other benefit plans for management or employees of the Borrower and its
Subsidiaries, and (d) the Borrower may make Restricted Payments if there is no then existing
Default or Unmatured Default (after notice thereof to Borrower), no Default or Unmatured
Default would occur after giving effect to such Restricted Payment and Restricted Payments
paid on account of any period of four (4) consecutive fiscal quarters, in the aggregate,
would not exceed 95% of Funds From Operations for such period of four (4) consecutive fiscal
quarters. Notwithstanding the foregoing, the Borrower or any



15









 







Subsidiary shall be permitted at all times to distribute whatever amount of dividends
is necessary to maintain its tax status as a real estate investment trust.



     16. Section 6.14 of the Loan Agreement is hereby amended by (1) adding the following
language at the end of clause (ii): “, and Investments in new Subsidiaries with the prior written
consent of the Required Lenders, which shall not be unreasonably withheld so long as no Default or
Unmatured Default has occurred and is continuing”, (2) re-letter clauses (iv) and (v) thereof as
clauses (v) and (vi), respectively, and (3) by inserting new clause (iv) as follows:




     “(iv) Investments consisting of intercompany loans and advances made by a
Subsidiary to DDR, provided, however, that any such intercompany loans and advances shall be
subject to written documentation reasonably satisfactory to Administrative Agent (including,
without limitation, a subordination agreement in form and substance reasonably satisfactory
to Administrative Agent which subordinates such intercompany loans and advances to the
Obligations);”



     17. Section 6.18 of the Loan Agreement is hereby deleted in its entirety and replaced
with the following new Section 6.18:




     6.18 Indebtedness, Cash Flow and Collateral Covenants. The Borrower on a
consolidated basis with its Subsidiaries shall not permit, as of the last day of any fiscal
quarter:




          (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;




          (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;




          (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;




          (iv) Consolidated Cash Flow to be less than 1.5 times Fixed Charges, based on the most
recent four (4) fiscal quarters;




          (v) Investments in Investment Affiliates (valued on a GAAP basis) to exceed thirty
percent (30%) of Consolidated Market Value;




          (vi) the Consolidated Group’s aggregate Investment in Developable Land, Passive
Non-Real Estate Investments, First Mortgage Receivables, Assets Under Development, and
Properties not located in the United States or Puerto Rico, to exceed thirty percent (30%)
of Consolidated Market Value; for purposes hereof, Developable



16









 







Land, Passive Non-Real Estate Investments and First Mortgage Receivables will be valued
at the lower of acquisition cost or market value;




          (vii) the ratio of Unencumbered NOI for the period of four (4) fiscal quarters then
ended to Consolidated Unsecured Indebtedness to be less than (A) 10% for the period from
October 20, 2010 through the fiscal quarter ending December 31, 2010, (B) 11% for the fiscal
quarters ending on March 31, 2011 through June 30, 2012, and (C) 11.5% for the fiscal
quarters ending September 30, 2012 and thereafter;




          (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 $800,000,000 (which amount shall include the
outstanding Indebtedness under the Loan Documents);




          (ix) the aggregate Secured Facility Net Operating Income of the Subject Properties for
the prior twelve (12) months to be less than 1.35 times the Implied Debt Service of the
Borrower and the Subject Property Owners for such period;




          (x) the Value of Subject Properties consisting of Pledged Distribution Properties and
Pledged Equity Properties to be less than seventy percent (70%) of the aggregate Value of
Subject Properties for all Subject Properties;




          (xi) the sum of (a) outstanding principal balance of the Loans (less the amount of cash
on deposit in the Cash Collateral Account, if any) plus (b) the sum of the Subject Property
Indebtedness, to be more than seventy percent (70%) of the then Value of Subject Properties;




          (xii) [Intentionally Omitted]; and




          (xiii) the Subject Property Owners to incur any Indebtedness other than (x) secured
Indebtedness of the Subject Property Owners in favor of Borrower provided, however, that as
a condition to entering into such secured Indebtedness, Borrower shall have delivered to
Administrative Agent (a) an allonge to the notes evidencing any such secured Indebtedness,
in form and substance reasonably satisfactory to Administrative Agent, and (b) an assignment
of mortgage and loan documents in form and substance reasonably satisfactory to
Administrative Agent, assigning all of the Borrower’s right, title and interest in and to
any documents evidencing or securing such secured Indebtedness (the “Collaterally Assigned
Intercompany Liens”), and (y) the Subject Property Indebtedness, the foregoing, being
subject however, to the covenants and restrictions set forth in Sections 6.18 (ix),
(x) and (xi).



     18. Article VII of the Loan Agreement is hereby amended by inserting the following new
Sections 7.17 and 7.18 at the end of such Article:




     7.17 The Borrower or any other Loan Party shall disavow, revoke or terminate (or
attempt to terminate) any Loan Document to which it is a party or shall otherwise challenge
or contest in any action, suit or proceeding in any court or before any Governmental
Authority the validity or enforceability of this Agreement or any other



17









 







Loan Document, or this Agreement or any other Loan Document shall cease to be in full
force and effect (except as a result of the express terms thereof).



     7.18 A Change of Control shall occur.



     19. Section 9.7 of the Loan Agreement is hereby amended by inserting the following new
paragraph at the end of such Section:




     To the extent permitted by applicable law, the Borrower and its Affiliates shall not
assert and hereby waive any claim against each Lender and its respective Affiliates,
directors, employees, attorneys, agents or sub-agents, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or actual
damages) (whether or not the claim therefor is based on contract, tort, or duty imposed by
any applicable legal requirement) arising out of, in connection with, as a result of, or in
any way related to, this Agreement or any other Loan Document, the transactions contemplated
hereby or thereby, any Loan or the use of proceeds thereof or any act or omission or event
occurring in connection therewith, and the Borrower hereby waives, releases and agrees not
to sue upon any such claim or any such damages, whether or not accrued and whether or not
known or suspected to exist in its favor.



     20. Section 9.9 of the Loan Agreement is hereby deleted in its entirety and replaced
with the following new Section 9.9:




     9.9 Accounting. Except as provided to the contrary herein, including
Section 2.26, all accounting terms used herein shall be interpreted and all
accounting determinations hereunder shall be made in accordance with GAAP.



     21. Section 12.2.1 of the Loan Agreement is hereby deleted in its entirety and
replaced with the following new Section 12.2.1:




     12.2.1. Permitted Participants; Effect. Any Lender may, in the ordinary
course of its business and in accordance with applicable law, at any time sell, without the
consent of the Borrower or the Administrative Agent, to one or more banks, financial
institutions, pension funds, or any other funds or entities other than the Borrower or its
Affiliates (“Participants”) participating interests in any Loan owing to such
Lender, any Note held by such Lender, any Commitment of such Lender or any other interest of
such Lender under the Loan Documents. In the event of any such sale by a Lender of
participating interests to a Participant, such Lender’s obligations under the Loan Documents
shall remain unchanged, such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations, such Lender shall remain the holder of any
such Note for all purposes under the Loan Documents, all amounts payable by the Borrower
under this Agreement shall be determined as if such Lender had not sold such participating
interests, and the Borrower and the Administrative Agent shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and obligations under the
Loan Documents.



     22. Section 12.3.1 of the Loan Agreement is hereby deleted in its entirety and
replaced with the following new Section 12.3.1:



18









 






     12.3.1 Permitted Assignments. Any Lender may, in the ordinary course of
its business and in accordance with applicable law, at any time assign to any of such
Lender’s Affiliates or to another Lender or an Approved Fund, or with the prior approval of
the Borrower, which shall not be unreasonably withheld or delayed (provided that the
Borrower shall be deemed to have consented to any such assignment unless it shall object
thereto by written notice to the Administrative Agent within five Business Days after having
received notice thereof), any other entity (“Purchasers”) all or any portion of its
rights and obligations under the Loan Documents, provided that (a) no assignee shall be
entitled to receive any greater amount pursuant to Section 3.5 arising from events prior to
the date of the assignment than the amount to which such assignor would have been entitled
to receive had no assignment occurred, and such assignee is able to deliver the Form W-8BEN
or W-8ECI referenced in Section 3.5(iv) hereof, (b) no assignments may be made to
the Borrower or its Affiliates and (c) except in the case of an assignment to a Lender or an
Affiliate of a Lender or an assignment of the entire remaining amount of the assigning
Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender
subject to each such assignment (determined as of the date such assignment is delivered to
the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and
the Administrative Agent otherwise consent, provided that no such consent of the
Borrower shall be required if a Default has occurred and is continuing. Notwithstanding the
foregoing, no approval of the Borrower shall be required for any such assignment if a
Default has occurred and is then continuing. Such assignment shall be substantially in the
form of Exhibit D hereto or in such other form as may be agreed to by the parties
thereto. The consent of the Administrative Agent shall be required prior to an assignment
becoming effective except in the case of an assignment to an Affiliated Qualified
Institution. Such consents shall not be unreasonably withheld or delayed. Any Lender may
at any time pledge or assign a security interest in all or any portion of its rights under
this Agreement to secure obligations of such Lender, including without limitation any pledge
or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not
apply to any such pledge or assignment of a security interest; provided that any
foreclosure or similar action by such pledgee or assignee shall be subject to the provisions
of this Section 12.3.1 concerning assignments; and provided, further
that no such pledge or assignment of a security interest shall release a Lender from any of
its obligations hereunder or substitute any such pledgee or assignee for such Lender as a
party hereto.



     23. Section 12.6 of the Loan Agreement is hereby amended by adding the word “, agents”
immediately after the word “attorneys” in clause (5) thereof.



     24. The Loan Agreement is hereby amended by adding Schedule 7 attached to this
Amendment as new Schedule 7 to the Loan Agreement.



     25. 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 29
hereof (the “Proforma Compliance Certificate”) and for the fiscal quarter ended September 30, 2010,
shall be based on the terms and provisions of the Loan Agreement, as modified and



19









 




amended by this Amendment (and after giving effect to the $200,000,000 prepayment of the Loans
by Borrower being made in connection with this Amendment), notwithstanding the fact that the
effective date of such modified financial covenants and such $200,000,000 prepayment of the Loans
occurs after the date of such reporting period.




     26. Borrower hereby represents and warrants that:



          (a) no Default or Unmatured Default exists;




          (b) the Loan Documents are in full force and effect and Borrower has no 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 June 30, 2010 financial statements;




          (d) Borrower has full corporate power and authority to execute, and has duly authorized the
execution of, this Amendment 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.




     27. Except as specifically modified hereby, the Loan Agreement is and remains 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
“Loan Agreement” henceforth shall be deemed to refer to the Loan Agreement as amended by this
Amendment.



     28. 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.



     29. 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
confirmed receipt of an optional $200,000,000 prepayment of the Loans by Borrower, and (iii) the
Administrative Agent has received and approved the Proforma Compliance Certificate for the period
ended June 30, 2010 (but subject to the provisions of Section 25 hereof and subject to other
customary and reasonable adjustments to reflect transactions that occurred between June 30, 2010
and the date of this Amendment).



20









 





[Signatures Commence on Following Page]





21












 





     IN WITNESS WHEREOF, the Borrower, the Required Lenders and the Administrative Agent have
executed this Amendment as of the date first above written.



	 	 	 	 	 
	 	BORROWER:

DEVELOPERS DIVERSIFIED REALTY 

CORPORATION

 	 
	 	By:  	/s/ Francine Glandt
 	 
	 	 	Print Name:  	 Francine Glandt 	 
	 	 	Title:  Senior Vice President of Capital Markets 	 
	 


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



[Signatures Continued on Following Page]




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	 	DDR PR VENTURES, LLC, S.E.

 	 
	 	By:  	/s/ Francine Glandt
 	 
	 	 	Print Name:  	 Francine Glandt 	 
	 	 	Title:  Senior Vice President of Capital Markets
& Treasury 	 
	 



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:



KEYBANK NATIONAL ASSOCIATION,

Individually and as Administrative Agent

 	 
	 	By:  	/s/ Jason R. Weaver
 	 
	 	 	Print Name:  	 Jason R. Weaver 	 
	 	 	Title:  Senior 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: 216-689-4545

Facsimile: 216-689-4997

Attention: Dan Heberle



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	 	BANK OF AMERICA, N.A.,


Individually and as Syndication Agent

 	 
	 	By:  	/s/ Michael W. Edwards
 	 
	 	 	Print Name:  	 Michael W. Edwards 	 
	 	 	Title:  Senior Vice President 	 
	 


231 South LaSalle Street

Chicago, IL 60604

Phone: 312/828-5215

Facsimile: 312/974-4970

Attention: Ms. Cheryl Sneor



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	 	ING REAL ESTATE FINANCE (USA) LLC,


Individually and as Documentation Agent

 	 
	 	By:  	/s/ Michael E. Shields
 	 
	 	 	Print Name:  	Michael E. Shields 	 
	 	 	Title:  Managing Director 	 
	 
	 	and by:

 	 
	 	By:  	/s/ Alexander Joerg
 	 
	 	 	Print Name:  	Alexander Joerg 	 
	 	 	Title:  Director 	 
	 


ING Real Estate Finance (USA) LLC

1325 Avenue of Americas

New York, New York 10019

Phone: (646) 424-8517

Facsimile: (646) 424-8913

Attention: Mr. Alexander Joerg



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	 	SCOTIABANC INC.,


Individually and as Documentation Agent

 	 
	 	By:  	/s/ J.F. Todd
 	 
	 	 	Print Name:  	J. F. Todd 	 
	 	 	Title:  Managing Director 	 
	 


Scotiabanc Inc.

711 Louisiana Street, Suite 1400

Houston, TX 77002

Phone: 832-426-6001

Facsimile: 832-426-6000

Attention: Jocelyn Todd, Managing Director


With a copy to:


The Bank of Nova Scotia

One Liberty Plaza, 25th Floor

New York, NY 10006

Phone: 212-225-5255

Facsimile: 212-225-5166

Attention: Mr. George Sherman



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RBS CITIZENS, N.A. D/B/A CHARTER ONE

 	 
	 	By:  	/s/ Erin L. Mahon
 	 
	 	 	Name:  	Erin L. Mahon 	 
	 	 	Title:  	Vice-President 	 
	 


1215 Superior Avenue, OHS675

Cleveland, Ohio 44114

Telephone: 216-277-0051

Facsimile: 216-277-4600

Attention: Erin L. Mahon



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EUROHYPO AG, NEW YORK BRANCH,

Individually and as Documentation Agent

 	 
	 	By:  	/s/ Allison Werry
 	 
	 	 	Print Name:  	 Allison Werry 	 
	 	 	Title:  	Executive Director 	 
	 
	 	

and by:

 	 
	 	By:  	/s/ Stephen Cox
 	 
	 	 	Print Name:  	 Stephen Cox 	 
	 	 	Title:  	Executive Director
 	 
	 	 	Head of Portfolio Operations

Eurohypo AG, New York Branch

1114 Avenue of the Americas

2nd Floor

New York, NY  10036

Phone:  (212) 479-5700

Fax:  (866) 267-7680





With a copy to:




Head of Legal Department

Eurohypo AG, New York Branch

1114 Avenue of the Americas

2nd Floor

New York, NY  10036

Phone:  (212) 479-5700

Fax:  (866) 267-7680 



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SUNTRUST BANK

 	 
	 	By:  	/s/ Nancy B. Richards
 	 
	 	 	Name:  	Nancy B. Richards 	 
	 	 	Title:  	Senior Vice President 	 
	 


8330 Boone Blvd., 8th Floor

Vienna, Virginia 22182

Telephone: 703-442-1557

Facsimile: 703-442-1570

Attention: Nancy B. Richards



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	 	THE BANK OF NEW YORK MELLON (formerly

known as The Bank of New York)

 	 
	 	By:  	/s/ Kenneth McDonnell
 	 
	 	 	Print Name:  	Kenneth McDonnell 	 
	 	 	Title:  Managing Director 	 
	 


One Wall Street

21st Floor

New York, New York 10286

Telephone: (212) 635-1066

Facsimile: (212) 809-9520

Attention: Kenneth McDonnell



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	 	REGIONS BANK

 	 
	 	By:  	/s/ Rob MacGregor
 	 
	 	 	Name:  	Rob MacGregor 	 
	 	 	Title:  	Senior Vice President 	 
	 


1900 5th Avenue North, 15th Floor

Birmingham, Alabama 35203

Telephone: (704) 442-4723

Facsimile: (205) 261-4195

Attention: Julie Ann Martin



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	 	SUMITOMO MITSUI BANKING CORPORATION

 	 
	 	By:  	/s/ William G. Karl
 	 
	 	 	Name:  	William G. Karl 	 
	 	 	Title:  	General Manager 	 


277 Park Avenue

New York, NY 10172

Phone: 212-224-4178

Facsimile: 212-224-4887

Attention: Mr. Charles J. Sullivan




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	 	UBS AG, Stamford Branch

 	 
	 	By:  	/s/ Mary E. Evans
 	 
	 	 	Print Name:  	 Mary E. Evans 	 
	 	 	Title:  Associate Director 	 
	 
	 	By:  	                                              /s/ Irja R. Otsa
 	 
	 	 	Print Name:  	 Irja R. Otsa 	 
	 	 	Title:  Associate Director 	 


677 Washington Blvd.

Stamford, Connecticut 06901

Telephone: 203-719-3571

Facsimile: 203-719-3888

Attention: Ray Ciraco




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	 	WELLS FARGO BANK, N.A.

 	 
	 	By:  	/s/ Gregory W. Ward
 	 
	 	 	Name:  	Gregory W. Ward 	 
	 	 	Title:  	Vice-President 	 


200 Public Square, Suite 3200

Cleveland, OH 44114

Telephone: 216-344-6945

Facsimile: 216-344-6939

Attention: Gregory W. Ward




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	 	DEUTSCHE BANK TRUST COMPANY
 AMERICAS, INC.

 	 
	 	By:  	/s/ J.T. Johnston Coe
 	 
	 	 	Print Name:  	 J.T. Johnston Coe         	 
	 	 	Title:  Managing Director 	 



	 	 	 	 	 
	 	By:  	/s/ David Goodman
 	 
	 	 	Print Name:  	 David Goodman         	 
	 	 	Title:  Director 	 


200 Crescent Court #550

Dallas, Texas 75201

Phone: 214-740-7906

Facsimile: 214-740-7910

Attention: Justin Shull




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	 	FIFTH THIRD BANK

 	 
	 	By:  	/s/ Vincent Sack
 	 
	 	 	Print Name:  	 Vincent Sack 	 
	 	 	Title:  Assistant Vice President 	 


600 Superior Avenue, 2nd Floor MD A6512B

Cleveland, Ohio 44114

Phone: 216-274-5699

Facsimile: 216-274-5377

Attention: Vincent Sack




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	 	HUNTINGTON NATIONAL BANK

 	 
	 	By:  	/s/ Michael Kauffman
 	 
	 	 	Name:  	Michael Kauffman 	 
	 	 	Title:  	Senior Vice President 	 


917 Euclid Avenue CM17

Cleveland, Ohio 44115

Telephone: 216-515-6983

Facsimile: 216-515-6821

Attention: Michael Kauffman




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	 	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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	 	MORGAN STANLEY SENIOR FUNDING, INC.

 	 
	 	By:  	/s/ Ryan Vetsch
 	 
	 	 	Print Name:  	 Ryan Vetsch 	 
	 	 	Title:  Vice President 	 


1585 Broadway, 4th Floor

New York, New York 10036

Phone: 212-761-2889

Facsimile: 212-507-1665

Attention: Ryan Vetsch




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	 	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

Mail Stop: B7-YB13-22-1

Cleveland, OH 44114

Phone: 216-222-6032

Facsimile: 216-222-6070

Attention: John Wilgus




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	 	BANCO POPULAR DE PUERTO RICO, NEW YORK BRANCH

 	 
	 	By:  	/s/ Hector J. Gonzalez
 	 
	 	 	Name:  	Hector J. Gonzalez 	 
	 	 	Title:  	Vice-President 	 


7 West 51st Street

New York, New York 10019

Telephone: 212-445-1988

Facsimile: 212-245-4677

Attention: Hector J. Gonzalez




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	 	CITICORP NORTH AMERICA, INC.

 	 
	 	By:  	/s/ John C. Rowland
 	 
	 	 	Print Name:  	 John C. Rowland 	 
	 	 	Title:  Vice President 	 


388 Greenwich Street, 23rd Floor

New York, New York 10013

Phone: 212-816-4947

Facsimile: 646-291-1630

Attention: John Rowland






[Signatures
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	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

 	 
	 	By:  	/s/ James T. Taylor
 	 
	 	 	Print Name:  	 James T. Taylor 	 
	 	 	Title:  Vice President 	 


1251 Avenue of the Americas

New York, New York 10020

Phone: 212-782-4116

Facsimile: 212-782-6442

Attention: James T. Taylor




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	 	COMPASS BANK

 	 
	 	By:  	/s/ S. Kent Gorman
 	 
	 	 	Print Name:  	 S. Kent Gorman 	 
	 	 	Title:  Senior Vice President 	 


15 South 20th Street, Suite 1504

Birmingham, Alabama 35233

Phone: 205-297-3328

Facsimile: 205-297-3901

Attention: S. Kent Gorman, SVP




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	 	WOODLANDS COMMERCIAL BANK

(F/K/A LEHMAN BROTHERS COMMERCIAL BANK)

 	 
	 	By:  	/s/ Brian Halbeisen
 	 
	 	 	Print Name:  	 Brian Halbeisen 	 
	 	 	Title:  Senior Vice President 	 
	 


4001 South 700 East Suite 410

Salt Lake City, UT 84107

Phone: 646-285-9498

Attention: Brian Halbeisen




FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT




 









 








	 	 	 	 	 
	 	THE NORTHERN TRUST COMPANY

 	 
	 	By:  	/s/ Robert W. Wiarda
 	 
	 	 	Name:  	Robert W. Wiarda 	 
	 	 	Title:  	Senior Vice President 	 


50 S. LaSalle

Chicago, Illinois 60675

Telephone: 312-444-3380

Facsimile: 312-444-7028

Attention: Robert W. Wiarda




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	 	MANUFACTURERS AND TRADERS TRUST COMPANY

 	 
	 	By:  	/s/ David J. Ladori
 	 
	 	 	Name:  	David J. Ladori 	 
	 	 	Title:  	Vice-President 	 


c/o M&T Bank

National & Canadian Lending Group

One Fountain Plaza, 12th Floor

Buffalo, New York 14203

Telephone: 716-848-3785

Facsimile: 716-848-7318

Attention: David J. Ladori




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Schedule 3




Litigation and Guarantee Obligations



Coventry:



Developers Diversified Realty Corporation, an Ohio corporation (the “Company”), is a party to
various joint ventures with Coventry Real Estate Fund II, L.L.C. and Coventry Fund II Parallel
Fund, L.L.C., which funds are advised and managed by, Coventry Real Estate Advisors L.L.C.,
(collectively, the “Coventry II Fund”) through which 11 existing or proposed retail properties,
along with a portfolio of former Service Merchandise locations, were acquired at various times from
2003 through 2006. The properties were acquired by the joint ventures as value-add investments,
with major renovation and/or ground-up development contemplated for many of the properties. The
Company is generally responsible for day-to-day management of the retail properties. On November 4,
2009, Coventry Real Estate Advisors L.L.C., Coventry Real Estate Fund II, L.L.C. and Coventry Fund
II Parallel Fund, L.L.C. (collectively, “Coventry”) filed suit against the Company and certain of
its affiliates and officers in the Supreme Court of the State of New York, County of New York. The
complaint alleges that the Company: (i) breached contractual obligations under a co-investment
agreement and various joint venture limited liability company agreements, project development
agreements and management and leasing agreements, (ii) breached its fiduciary duties as a member of
various limited liability companies, (iii) fraudulently induced the plaintiffs to enter into
certain agreements and (iv) made certain material misrepresentations. The complaint also requests
that a general release made by Coventry in favor of the Company in connection with one of the joint
venture properties should be voided on the grounds of economic duress. The complaint seeks
compensatory and consequential damages in an amount not less than $500 million as well as punitive
damages. In response, the Company filed a motion to dismiss the complaint or, in the alternative,
to sever the plaintiffs’ claims. In June 2010, the court granted in part and denied in part the
Company’s motion. Coventry has filed a notice of appeal regarding that portion of the motion
granted by the court.



The Company believes that the allegations in the lawsuit are without merit and that it has strong
defenses against this lawsuit. The Company will vigorously defend itself against the allegations
contained in the complaint. This lawsuit is subject to the uncertainties inherent in the litigation
process and, therefore, no assurance can be given as to its ultimate outcome. However, based on the
information presently available to the Company, the Company does not expect that the ultimate
resolution of this lawsuit will have a material adverse effect on the Company’s financial
condition, results of operations or cash flows.



On November 18, 2009, the Company filed a complaint against Coventry in the Court of Common Pleas,
Cuyahoga County, Ohio, seeking, among other things, a temporary restraining order enjoining
Coventry from terminating “for cause” the management agreements between the Company and the various
joint ventures because the Company believes that requisite conduct in a “for-cause” termination
(i.e., fraud or willful misconduct committed by an executive of the Company at the level of at
least senior vice president) did not occur. The court heard testimony in support of the Company’s
motion (and Coventry’s opposition) and on December 4, 2009 issued a ruling in the Company’s favor.
Specifically, the court issued a temporary restraining order enjoining Coventry from terminating
the Company as property manager “for cause.” The court found that the Company was likely to succeed
on the merits,





 









 




that immediate
and irreparable injury, loss or damage would result to the Company in the absence of such
restraint, and that the balance of equities favored injunctive relief in the Company’s favor. A
trial on the Company’s request for a permanent injunction is currently scheduled in January 2011.
The temporary restraining order will remain in effect until the trial. Due to the inherent
uncertainties of the litigation process, no assurance can be given as to the ultimate outcome of
this action.




Long Beach:



The Company is also a party to litigation filed in November 2006 by a tenant in a Company property
located in Long Beach, California. The tenant filed suit against the Company and certain
affiliates, claiming the Company and its affiliates failed to provide adequate valet parking at the
property pursuant to the terms of the lease with the tenant. After a six-week trial, the jury
returned a verdict in October 2008, finding the Company liable for compensatory damages in the
amount of approximately $7.8 million. In addition, the trial court awarded the tenant attorney’s
fees and expenses in the amount of approximately $1.5 million. The Company filed motions for a new
trial and for judgment notwithstanding the verdict, both of which were denied. The Company strongly
disagrees with the verdict, as well as the denial of the post-trial motions. As a result, the
Company appealed the verdict. In July 2010, the Court of Appeals entered an order affirming the
jury verdict. The Company is currently reviewing its options with regard to any further
opportunities to appeal the verdict.







 









 








Schedule 7




Groundleases



	 	 	 
	SITE	 	LOCATION
	Guilford Commons

	 	Guilford, CT
	Morris Corners

	 	Springfield, MO
	Barboursville Center/Office Max

	 	Barboursville, WV
	Woodstock Place

	 	Woodstock, GA
	Burlington Plaza

	 	Amherst, NY
	Cook’s Corner

	 	Brunswick, ME
	1000 Van Ness

	 	San Francisco, CA
	Kmart Shopping Center

	 	Brandon, FL
	The Pike at Rainbow Harbor

	 	Long Beach, CA
	Home Depot Plaza

	 	West Seneca, NY
	McKinley Milestrip/Home Depot

	 	Hamburg, NY
	McKinley Milestrip/BJ’s

	 	Hamburg, NY
	Oleander Shopping Center

	 	Wilmington, NC
	Rite Aid (Peach Street)/Eckerd #6257

	 	Erie, PA
	Rite Aid/Eckerd #5786

	 	Dunkirk, NY
	Johnson City Marketplace

	 	Johnson City, TN
	The Shoppes at Elm Way Farms

	 	Norwood, MA
	River Oaks SC (MRV)

	 	Valencia, CA
	Grandville Marketplace

	 	Grandville, MI
	Shoppers World of Brookfield

	 	Brookfield, WI
	Riverdale Village-Inner (Lease One)

	 	Coon Rapids, MN
	Riverdale Village-Inner (Lease Two)

	 	Coon Rapids, MN