Exhibit 4.1



 





Exhibit 4.1




SECOND AMENDMENT TO FIFTH AMENDED AND

RESTATED REVOLVING CREDIT AGREEMENT




     This Second Amendment to the Fifth Amended and Restated Revolving Credit
Agreement (the “Amendment”) is made as of July 27, 2004, by and among
Developers Diversified Realty Corporation, a corporation organized under the
laws of the State of Ohio (the “Borrower”), Bank One, NA, having its principal
office in Chicago, Illinois and the several banks, financial institutions and
other entities from time to time parties to this Agreement (the “Lenders”), and
Bank One, NA, not individually, but as “Administrative Agent”, and one or more
new or existing “Lenders” shown on the signature pages hereof.



RECITALS




A. Borrower, Administrative Agent and certain other Lenders have entered into
an Fifth Amended and Restated Credit Agreement dated as of December 12, 2003
(as amended, 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 initially agreed
to provide Borrower with a revolving credit facility in an aggregate principal
amount of up to $650,000,000. The Borrower, the Administrative Agent and the
Lenders now desire to amend the Credit Agreement in order to, among other
things (i) increase the Aggregate Commitment to $1,000,000,000; and (ii) admit
as “Lenders” under the Credit Agreement the new institutions identified on
Schedule A attached hereto (the “New Lenders”).



     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.



               From and after July 27, 2004 (the “Effective Date”) (i) the New Lenders
shall be considered as “Lenders” under the Credit Agreement and the Loan
Documents, and (ii) the existing Lenders who are parties to this Amendment
shall each be deemed to have increased its Commitment to the amount shown next
to their respective signatures on the signature pages of this Amendment, each
having a Commitment in the amount shown next to their respective signatures on
the signature pages of this Amendment. The Borrower shall, on or before the
Effective Date, execute and deliver to each of the New Lenders a Note and a
Competitive Bid Note.



               From and after the Effective Date, the Aggregate Commitment shall equal
One Billion Dollars ($1,000,000,000).



 









 





               For purposes of Section 13.1 of the Credit Agreement (Giving Notice), the
address(es) and facsimile number(s) for the New Lenders shall be as specified
below their respective signature(s) on the signature pages of this Amendment.



               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 Agreement are true and correct as of
such date and the Borrower has no offsets or claims against any of the Lenders.



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



               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.



-2-









 





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



	 	 	 	 	 
	

	 	 	 	DEVELOPERS DIVERSIFIED REALTY CORPORATION
	 
	 	 	 	 
	

	 	 	 	By: /s/ William H. Schafer
	

	 	 	 	
 
	

	 	 	 	Print Name: William H. Schafer

	

	 	 	 	Title: Senior Vice President and CFO
	 
	 	 	 	 
	

	 	 	 	3300 Enterprise Parkway

Beachwood, Ohio 44122

Phone: 216/755-5506

Facsimile: 216/755-1506

Attention: Scott A. Wolstein







S-1









 






	 	 	 	 	 
	COMMITMENTS:

$60,000,000

	 	 	 	BANK ONE, NA,

Individually and as Administrative Agent
	 
	 	 	 	 
	

	 	 	 	By: /s/ Timothy Carew
	

	 	 	 	
 
	

	 	 	 	Print Name: Timothy Carew

Title: Director, Capital Markets
	 
	 	 	 	 
	

	 	 	 	1 Bank One Plaza, IL 1-0315

Chicago, Illinois 60670

Phone: 312/325-3114

Facsimile: 312/325-3122

Attention: Large Corporate Real Estate







S-2









 






BANK SIGNATURE PAGE INTENTIONALLY DELETED




S-3









 








	 	 	 	 	 
	$75,000,000

	 	 	 	COMMERZBANK AG,

Individually and as Documentation Agent
	 
	 	 	 	 
	

	 	 	 	By: /s/ Christian Berry
	

	 	 	 	
 
	

	 	 	 	Print Name: Christian Berry

Title: Vice President
	 
	 	 	 	 
	

	 	 	 	and by:
	 
	 	 	 	 
	

	 	 	 	By: /s/ Douglas Traynor
	

	 	 	 	
 
	

	 	 	 	Print Name: Douglas Traynor

Title: Senior Vice President
	 
	 	 	 	 
	

	 	 	 	2 World Financial Center

New York, NY 10281-1050

Phone: 212/400-7569

Facsimile: 212/266-7565

Attention: Mr. Douglas Traynor







S-4









 






	 	 	 	 	 
	$75,000,000

	 	 	 	WACHOVIA BANK, NA.,
Individually and as Documentation Agent
	 
	 	 	 	 
	

	 	 	 	By: /s/ Rex E. Rudy
	

	 	 	 	
 

	

	 	 	 	Print Name: Rex E. Rudy

Title: Managing Director
	 
	 	 	 	 
	

	 	 	 	Mail Code NC-0172, 16th Floor

301 S. College Street

Charlotte, NC 28288

Phone: 704/383-6506

Facsimile: 704/383-6205

Attention: Mr. Rex E. Rudy







S-5









 







	 	 	 	 	 
	$75,000,000

	 	 	 	WELLS FARGO BANK, N.A.,

Real Estate Finance Group,

Individually and as Documentation Agent
	 
	 	 	 	 
	

	 	 	 	By: /s/ Scott S. Solis
	

	 	 	 	
 

	

	 	 	 	Print Name: Scott S. Solis

Title: Vice President
	 
	 	 	 	 
	

	 	 	 	123 North Wacker Drive

Suite 1900

Chicago, IL 60606

Phone: 312/269-4818

Facsimile: 312/782-0969

Attention: Mr. Scott Solis







S-6









 






	 	 	 	 	 
	$50,000,000

	 	 	 	US BANK N.A.,

Individually and as Managing Agent
	 
	 	 	 	 
	

	 	 	 	By: /s/ Mark O. Conzelmann
	

	 	 	 	
 

	

	 	 	 	Print Name: Mark O. Conzelmann

Title: Assistant Vice President
	 
	 	 	 	 
	

	 	 	 	1350 Euclid Avenue

Cleveland, OH 44115

Phone: 216/623-9210

Facsimile: 216/241-0164

Attention: Mr. Mark Conzelmann







S-7









 






	 	 	 	 	 
	$40,000,000

	 	 	 	MORGAN STANLEY BANK

Individually and as Co-Agent
	 
	 	 	 	 
	

	 	 	 	By: /s/ David Twenge
	

	 	 	 	
 

	

	 	 	 	Print Name: David Twenge

Title:Vice President Morgan Stanley Bank
	 
	 	 	 	 
	

	 	 	 	1633 Broadway

25th Floor

New York, NY 10019

Phone: 212-537-1532 / 2484

Facsimile: 212-537-1867 / 1866

Attention: Erna Dell’aquila / Edward Henley







S-8









 






	 	 	 	 	 
	$35,000,000

	 	 	 	EUROHYPO AG, NEW YORK BRANCH

Individually and as Co-Agent
	 
	 	 	 	 
	

	 	 	 	By: /s/ Ben J. Marciano
	

	 	 	 	
 

	

	 	 	 	Print Name: Ben J. Marciano

Title: Managing Director
	 
	 	 	 	 
	

	 	 	 	By: /s/ Andrew Cherrick
	

	 	 	 	
 

	

	 	 	 	Print Name: Andrew Cherrick

Title: Vice President
	 
	 	 	 	 
	

	 	 	 	123 North Wacker Drive

Suite 2300

Chicago, IL 60606

Phone: 312-267-8868

Facsimile: 312-267-8875

Attention: Maureen Slentz







S-9









 






	 	 	 	 	 
	$35,000,000

	 	 	 	ING Real Estate Finance (USA) LLC

Individually and as Co-Agent
	 
	 	 	 	 
	

	 	 	 	By: /s/ David A.Mazujian

	

	 	 	 	
 

	

	 	 	 	Print Name: David A. Mazujian

Title: Managing Director
	 
	 	 	 	 
	

	 	 	 	230 Park Avenue, 12th Floor

New York, NY 10169

Phone: 212/883-2620

Facsimile: 212/883-2734

Attention: Mr. David Mazujian







S-10









 






	 	 	 	 	 
	$35,000,000

	 	 	 	PNC BANK, NATIONAL ASSOCIATION

Individually and as Co-Agent
	 
	 	 	 	 
	

	 	 	 	By : /s/ Michael E. Smith

	

	 	 	 	
 

	

	 	 	 	Print Name: Michael E. Smith

Title: Senior Vice President
	 
	 	 	 	 
	

	 	 	 	One PNC Plaza

249 Fifth Avenue, P1-POPP-19-2

Pittsburgh, PA 15222

Phone: 412/768-9135

Facsimile: 412/762-6500

Attention: Mr. Michael Smith







S-11









 






	 	 	 	 	 
	$30,000,000

	 	 	 	THE BANK OF NOVA SCOTIA, NEW YORK AGENCY
	 
	 	 	 	 
	

	 	 	 	By: /s/ Neil J. Crawford

	

	 	 	 	
 

	

	 	 	 	Print Name: Neil J. Crawford

Title: Director
	 
	 	 	 	 
	

	 	 	 	One Liberty Plaza

New York, NY 10006

Phone: 212-225-5170

Facsimile: 212-225-5166

Attention: Neil Crawford







S-12









 






	 	 	 	 	 
	$27,000,000

	 	 	 	AM SOUTH BANK
	 
	 	 	 	 
	

	 	 	 	By: /s/ Robert Blair

	

	 	 	 	
 

	

	 	 	 	Print Name: Robert Blair

Title: Vice President
	 
	 	 	 	 
	

	 	 	 	1900 Fifth Avenue North

Birmingham, AL 35203

Phone: 205/326-4071

Facsimile: 205/326-4075

Attention: Mr. Robert Blair







S-13









 






	 	 	 	 	 
	$25,000,000

	 	 	 	SUMITOMO MITSUI BANKING CORPORATION
	 
	 	 	 	 
	

	 	 	 	By: /s/ Takashi Shimahara

	

	 	 	 	
 

	

	 	 	 	Print Name: Takashi Shimahara

Title: Joint General Manager
	 
	 	 	 	 
	

	 	 	 	277 Park Avenue

New York, NY 10172

Phone: 212-224-4178

Facsimile: 212-224-4887

Attention: Charles J. Sullivan







S-14









 






	 	 	 	 	 
	$25,000,000

	 	 	 	SUNTRUST BANK
	 
	 	 	 	 
	

	 	 	 	By: /s/ Nancy B. Richards

	

	 	 	 	
 

	

	 	 	 	Print Name: Nancy B. Richards

Title: Vice President
	 
	 	 	 	 
	

	 	 	 	8425 Boone Boulevard, Suite 820

Vienna, VA 22182

Phone: 703/902-9039

Facsimile: 703/902-9245

Attention: Ms. Nancy Richards







S-15









 






	 	 	 	 	 
	$25,000,000

	 	 	 	UBS Loan Finance LLC
	 
	 	 	 	 
	

	 	 	 	By: /s/ Doris Mesa

	

	 	 	 	
 

	

	 	 	 	Doris Mesa

Associate Director

Banking Products

Services, US

	 
	 	 	 	 
	

	 	 	 	By: /s/ Winslow Ogbourne

	

	 	 	 	
 

	

	 	 	 	Winslow Ogbourne

Associate Director

Banking Products

Services, US

	 
	 	 	 	 
	

	 	 	 	677 Washington Boulevard

Stamford, CT 06901

Phone: 203-719-3845

Facsimile: 203-719-3888

Attention: Christopher Aitkin







S-16









 






BANK SIGNATURE PAGE INTENTIONALLY DELETED




S-17









 








	 	 	 	 	 
	$20,000,000

	 	 	 	COMERICA BANK
	 
	 	 	 	 
	

	 	 	 	By: /s/ James Graycheck

	

	 	 	 	
 

	

	 	 	 	Print Name: James Graycheck

Title: Assistant Vice President
	 
	 	 	 	 
	

	 	 	 	500 Woodward Avenue

MC 3256

Detroit, MI 48226

Phone: 313-222-1276

Facsimile: 313-222-9295

Attention: James Graycheck







S-18









 






BANK SIGNATURE PAGE INTENTIONALLY DELETED




S-19









 








	 	 	 	 	 
	$15,000,000

	 	 	 	FIRST TENNESSEE BANK NATIONAL ASSOCIATION
	 
	 	 	 	 
	

	 	 	 	By: /s/ Greg Cullum

	

	 	 	 	
 

	

	 	 	 	Print Name: Greg Cullum

Title: SVP
	 
	 	 	 	 
	

	 	 	 	701 Market Street

Chattanooga, TN 37402

Phone: 423-757-4272

Facsimile: 423-757-4040

Attention: Greg Cullum







S-20









 






	 	 	 	 	 
	$14,500,000

	 	 	 	KEYBANK NATIONAL ASSOCIATION
	 
	 	 	 	 
	

	 	 	 	By: /s/ Donald Woods

	

	 	 	 	
 

	

	 	 	 	Print Name: Donald Woods

Title: Asst VP
	 
	 	 	 	 
	

	 	 	 	127 Public Square

8th Floor

Cleveland, OH 44114

Phone: 216-689-7547

Facsimile: 216-689-4997

Attention: Donald Woods







S-21









 






	 	 	 	 	 
	$12,500,000

	 	 	 	SOVEREIGN BANK
	 
	 	 	 	 
	

	 	 	 	By: /s/ T. Gregory Donohue

	

	 	 	 	
 

	

	 	 	 	Print Name: T. Gregory Donohue

Title: Senior Vice President
	 
	 	 	 	 
	

	 	 	 	75 State Street

MA 1 - SST - 0441

Boston, MA 02109

Phone: 617-757-5578

Facsimile: 617-757-5652

Attention: T. Gregory Donohue







S-22









 






SCHEDULE A




List of New Lenders




Morgan Stanley Bank




Eurohypo AG, New York Branch




The Bank of Nova Scotia, New York Agency




KeyBank National Association




Sumitomo Mitsui Banking Corporation




UBS Investment Bank




Comerica Bank




First Tennessee Bank National Association




Sovereign Bank




Schedule A-1