EX-4.1



 





EXHIBIT 4.1




THIRD AMENDMENT TO SEVENTH AMENDED AND

RESTATED REVOLVING CREDIT AGREEMENT




     This Third Amendment to the Seventh Amended and Restated Revolving Credit Agreement (the
“Amendment”) is made as of December 26, 2007, by and among Developers Diversified Realty
Corporation, a corporation organized under the laws of the State of Ohio and DDR PR Ventures LLC,
S.E. (collectively, the “Borrower”), JPMorgan Chase Bank, N.A., not individually, but as
“Administrative Agent” for the several banks, financial institutions and other entities
from time to time parties to the Credit Agreement described below, including one or more new or
existing “Lenders” shown on the signature pages hereof (the “Lenders”).



	 
	R  E  C  I  T  A  L  S

 








     A. Borrower, Administrative Agent and certain other Lenders have entered into an Seventh
Amended and Restated Credit Agreement dated as of June 29, 2006, as amended by amendments dated
March 30, 2007 and December 7, 2007 (as further amended from time to time, the “Credit Agreement”).
All capitalized terms used herein and not otherwise defined shall have the meanings given to them
in the Credit Agreement.



     B. Pursuant to the terms of the Credit Agreement, the Lenders have agreed to provide Borrower
with a Domestic Revolving Facility in an aggregate principal amount of $900,000,000 and a Global
Revolving Facility in an aggregate principal amount of $300,000,000. The Borrower, the
Administrative Agent and the Lenders now desire to amend the Credit Agreement in order to increase
the Domestic Revolving Facility to $950,000,000 and JPMorgan Chase Bank, N.A., in its capacity as a
Lender, has agreed to provide the increased Commitment.



     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:



	 
	AGREEMENTS

 








     1. The foregoing Recitals to this Amendment hereby are incorporated into and made part of this
Amendment.



     2. From and after the date hereof (the “Effective Date”) JPMorgan Chase Bank, N.A. shall be
deemed to have increased its Domestic Revolving Commitment to $98,010,474 and its total Commitment
shall be increased to $120,000,000. Schedule 1 of the Credit Agreement is hereby amended to
reflect the foregoing amounts, and a copy of the updated Schedule 1 is attached hereto.



     3. From and after the Effective Date, the Aggregate Commitment shall equal One Billion Two
Hundred Fifty Million Dollars ($1,250,000,000) and the Domestic Revolving Facility shall be Nine
Hundred Fifty Million Dollars ($950,000,000).



 









 








     4. The Borrower hereby represents and warrants that, as of the Effective Date, there is no
Default or Unmatured Default, the representations and warranties contained in Article V of the
Credit Agreement are true and correct as of such date and the Borrower has no offsets or claims
against any of the Lenders.



     5. As expressly modified as provided herein, the Credit Agreement shall continue in full force
and effect.



     6. 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.



[Remainder of Page Intentionally Left Blank]




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





DEVELOPERS DIVERSIFIED REALTY CORPORATION

 




	 	 	 	 	 
	By

	 	 	 	/s/ Francine J. Glandt
	 

	 	 	 	 





	 	 	 	 	 
	Print Name:

	 	 	 	Francine J. Glandt
	 

	 	 	 	 





	 	 	 	 	 
	Title:

	 	 	 	Treasurer & Vice President of Finance
	 

	 	 	 	 





 
 
 

DDR

PR VENTURES LLC, S.E.




	 	 	 	 	 
	By

	 	 	 	/s/ Francine J. Glandt
	 

	 	 	 	 





	 	 	 	 	 
	Print Name:

	 	 	 	Francine J. Glandt
	 

	 	 	 	 





	 	 	 	 	 
	Title:

	 	 	 	Treasurer & Vice President Finance
	 

	 	 	 	 





 
 
 

3300

Enterprise Parkway

Beachwood, Ohio 44122

Phone:  216/755-5775

Facsimile:  216/755-1775

Attention:  Chief Financial Officer







JPMORGAN CHASE BANK, N.A.,

Individually and as Administrative Agent




	 	 	 	 	 
	By

	 	 	 	/s/ Thomas Kostal
	 

	 	 	 	 





	 	 	 	 	 
	Print Name:

	 	 	 	Thomas Kostal
	 

	 	 	 	 





	 	 	 	 	 
	Title:

	 	 	 	Vice President
	 

	 	 	 	 





 
 
 

277

Park Avenue

Third Floor

New York, NY 10172

Attention:  Kimberly Turner

Telephone:  (212) 622-8177

Facsimile:  (646) 534-0574










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