EX-4.2



 Exhibit 4.2 
 AMENDMENT NO. 1 TO EIGHTH AMENDED 
 AND RESTATED CREDIT AGREEMENT

 This AMENDMENT NO. 1 TO EIGHTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 28, 2011 (this
“Amendment No. 1”), is by and among Developers Diversified Realty Corporation, a corporation organized under the laws of the State of Ohio (“DDR” or “Parent Borrower”), DDR PR Ventures LLC,
S.E. (“DDRPR”) (DDR and DDRPR are collectively referred to as the “Borrower”), JPMorgan Chase Bank, N.A., a national banking association, and the several banks, financial institutions and other entities party to the
Credit Agreement defined below (collectively, the “Lenders”), JPMorgan Chase Bank, N.A., not individually, but as “Administrative Agent”, and Wells Fargo Bank, N.A., not individually, but as “Syndication
Agent”. Reference is made to that certain Eighth Amended and Restated Credit Agreement, dated as of October 20, 2010 (the “Credit Agreement”), by and among DDR, DDRPR, the Lenders referenced therein and the
Administrative Agent. Capitalized terms used herein without definition shall have the same meanings as set forth in the Credit Agreement, as amended hereby. 
 RECITALS 
 WHEREAS, the Borrower has requested that the Lenders
extend the Facility Termination Date and make other amendments to the Credit Agreement, and the Lenders are willing to make such changes as set forth herein; 
 NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows: 

SECTION 1. AMENDMENTS TO CREDIT AGREEMENT. As of the Amendment Effective Date (as defined in Section 3 hereof), the Credit Agreement is
hereby amended as follows: 
 (a) The definition of “Aggregate Commitment” set forth in Section 1.1 of the Credit
Agreement is restated in its entirety to read as follows: 
 “‘Aggregate Commitment’ means, as of any date, the
total of all Domestic Revolving Commitments and Global Revolving Commitments, which as of June 28, 2011 is $750,000,000.” 
 (b) The definition of “Capitalization Rate” set forth in Section 1.1 of the Credit Agreement is restated in its entirety to read as follows: 

“‘Capitalization Rate’ means 7.50%.” 
 (c) The definition of “Domestic Revolving Commitment” set forth in Section 1.1 of the Credit Agreement is restated in its entirety to read as follows: 

“‘Domestic Revolving Commitment’ means with respect to each Lender, the commitment, if any, of such Lender to make Domestic
Revolving Loans and to acquire participations in Facility Letters of Credit and Swingline Loans 







 
hereunder, as such commitment may be changed from time to time pursuant to this Agreement. The amount of each Lender’s Domestic Revolving Commitment as of June 28, 2011 is set forth on
Schedule 1 or in the Assignment and Acceptance pursuant to which such Lender shall have assumed its Domestic Revolving Commitment, as applicable. The aggregate amount of the Domestic Revolving Commitments is $550,000,000 as of June 28,
2011.” 
 (d) The definition of “Domestic Revolving Loan” set forth in Section 1.1 of the Credit Agreement
is restated in its entirety to read as follows: 
 “‘Domestic Revolving Loan’ means a Loan made pursuant to
Section 2.1(a)(i).” 
 (e) The definition of “Facility Termination Date” set forth in
Section 1.1 of the Credit Agreement is restated in its entirety to read as follows: 
 “‘Facility Termination
Date’ means February 28, 2016.” 
 (f) The definition of “First Mortgage Receivable” set forth in
Section 1.1 of the Credit Agreement is restated in its entirety to read as follows: 
 “‘First Mortgage
Receivable’ means any Indebtedness owing to a member of the Consolidated Group which is secured by a first-priority mortgage or deed of trust on commercial real estate having a value in excess of (x) the purchase price of such Indebtedness
with respect to any such Indebtedness that was originated by a third party and acquired by such member of the Consolidated Group, or (y) the amount of such Indebtedness with respect to any such Indebtedness that was originated by such member of
the Consolidated Group, and in each case, which has been designated by the Borrower as a “First Mortgage Receivable” in its most recent compliance certificate; provided, however, that (i) any such Indebtedness owed by an Investment
Affiliate shall be reduced by the Consolidated Group Pro Rata Share of such Indebtedness, and (ii) any such Indebtedness owed by a member of the Consolidated Group shall be reduced by the Consolidated Group’s pro rata share of such
Indebtedness.” 
 (g) The definition of “Global Revolving Loan” set forth in Section 1.1 of the Credit
Agreement is restated in its entirety to read as follows: 
 “‘Global Revolving Loan’ means a Loan made pursuant
to Section 2.1(a)(ii).” 
 (h) The definition of “Mezzanine Debt Investments” set forth in
Section 1.1 of the Credit Agreement is restated in its entirety to read as follows: 
 “‘Mezzanine Debt
Investments’ mean any mezzanine or subordinated mortgage loans made by a member of the Consolidated Group to entities that own commercial real estate or to the members, partners, stockholders, etc. of such entities, which real estate has a
value in excess of the sum of (x) the purchase price of such Indebtedness with respect to any such Indebtedness that was originated by a third party and acquired by such member of the Consolidated


  
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Group, or (y) the amount of such Indebtedness with respect to any such Indebtedness that was originated by such member of the Consolidated Group, plus any senior debt encumbering such real
estate and which has been designated by the Borrower as a “Mezzanine Debt Investment” in its most recent compliance certificate; provided, however, that (i) any such Indebtedness owed by an Investment Affiliate shall be reduced by the
Consolidated Group Pro Rata Share of such Indebtedness, and (ii) any such Indebtedness owed by a member of the Consolidated Group shall be reduced by the Consolidated Group’s pro rata share of such Indebtedness.” 

(i) The first paragraph of the definition of “Unencumbered Asset” set forth in Section 1.1 of the Credit Agreement is
restated in its entirety to read as follows: 
 “‘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 that are customary for joint-venture transactions having similar values and assets in the case of certain
Qualified Jointly-Owned Subsidiaries.” 
 (j) The definition of “Unrestricted Cash and Cash Equivalents” set
forth in Section 1.1 of the Credit Agreement is restated in its entirety to read as follows: 
 “‘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 or subject to any reserves, escrow or claim of any kind in favor of any Person
(other than, with respect to certain joint ventures, non-discretionary and purely procedural requirements that must be satisfied in order for such cash and Cash Equivalents to be distributed) 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 2.27 or Section 7.6 shall be
treated as restricted.” 
 (k) Section 2.1(d) of the Credit Agreement is restated in its entirety to read as follows:


  
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 “Increase of Commitments. The Borrower may, by written notice to the
Administrative Agent on up to four (4) occasions during the period from June 28, 2011 to the Facility Termination Date, request incremental Commitments in an amount not to exceed the aggregate amount of $500,000,000 from one or more
additional Lenders (which may include any existing Lender) willing to provide such incremental Commitments in their own discretion. The Administrative Agent and/or its Affiliates shall use commercially reasonable efforts, with the assistance of the
Borrower, to arrange a syndicate of Lenders willing to hold the requested incremental Commitments. If Lenders are willing to provide such Incremental Commitments, the Domestic Revolving Commitments and/or the Global Revolving Commitments may be
increased from time to time by the addition of a new Lender or the increase of the Commitment of an existing Lender with the consent of only the Borrower, the Administrative Agent, and the new or existing Lender providing such additional Commitment
so long as the Aggregate Commitment does not exceed $1,250,000,000 less any voluntary reductions after June 28, 2011 pursuant to this Section 2.1. Nothing in this Section 2.1 shall constitute or be deemed to constitute
an agreement by any Lender to increase its Commitments hereunder. Such increases shall be evidenced by the execution and delivery of an Amendment Regarding Increase in the form of Exhibit K attached hereto by the Borrower, the
Administrative Agent and the new Lender or existing Lender providing such additional Commitment, a copy of which shall be forwarded to each Lender by the Administrative Agent promptly after execution thereof. On the effective date of each such
increase in the Domestic Revolving Commitments or Global Revolving Commitments, as the case may be, the Borrower and the Administrative Agent shall cause the new or existing Lenders providing such increase to hold its or their pro rata share of all
ratable Borrowings outstanding at the close of business on such day for such Class, by either funding more than its or their pro rata share of new ratable Borrowings made on such date or purchasing shares of outstanding ratable Loans held by the
other Lenders or a combination thereof. The Lenders agree to cooperate in any required sale and purchase of outstanding ratable Borrowings to achieve such result. The Borrower agrees to pay all fees associated with the increase in the Aggregate
Commitment including any amounts due under Section 3.4 in connection with any reallocation of Eurocurrency Borrowings. In no event will such new or existing Lenders providing the increase be required to fund or purchase a portion of any
Competitive Bid Loan or Swingline Loan to comply with this Section on such date. Notwithstanding the foregoing, no incremental Commitment shall become effective under this Section 2.1 unless (i) on the date of such effectiveness, the
conditions set forth in Section 4.2 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by an Authorized Officer of the Borrower, (ii) the Administrative Agent shall
have received a certificate of an Authorized Officer of the Borrower as to the board resolutions evidencing authority for such incremental Commitment and as to any changes to the formation documents of the Borrower since the Closing Date, and
(iii) the Borrower shall be in pro forma compliance with the covenants set forth in Section 6.18 after giving effect to the Loans to be made on such date pursuant to 

  
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such incremental Commitments and the application of the proceeds therefrom as if made and applied on such date.” 

  
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 (l) The table in the first paragraph of Section 2.4 of the Credit Agreement is restated
in its entirety to read as follows: 
  

															
	 S&P Rating
	  	 Moody’s
Rating
	  	LIBOR
Applicable
Margin	 	 	ABR
Applicable
Margin	 	 	Facility
Fee Rate	 
	 BBB+ or higher
	  	Baa1 or higher	  	 	1.25	% 	 	 	0.25	% 	 	 	0.25	% 
	 BBB
	  	Baa2	  	 	1.40	% 	 	 	0.40	% 	 	 	0.30	% 
	 BBB-
	  	Baa3	  	 	1.65	% 	 	 	0.65	% 	 	 	0.35	% 
	 Less than BBB-
	  	Less than Baa3	  	 	2.05	% 	 	 	1.05	% 	 	 	0.45	% 

 (m) Section 5.6 of the Credit Agreement is restated in its entirety to read as follows: 

“5.6 Litigation and Guarantee Obligations. Except as set forth on Schedule 3 hereto or as set forth in written notice to the
Administrative Agent from time to time, 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 or any of its
Subsidiaries which could reasonably be expected to have a Material Adverse Effect. Notwithstanding the disclosure of the litigation identified on Schedule 3 or in a notice to Administrative Agent, unless such disclosure has been approved by the
Required Lenders, the Borrower, based on consultation with its counsel, represents that the Borrower is unlikely to suffer any material adverse result in such litigation that 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 the Agreement
Execution Date on or about the date such material contingent obligations are incurred.” 
 (n) Sections 6.1(i), (ii),
(iv) and (v) of the Credit Agreement are each restated in their entirety to read as follows: 
 “(i) As soon as
available, but in any event not later than 45 days after the close of each of the first three fiscal quarters of each fiscal year, commencing with the fiscal quarter ended September 30, 2010, for the Borrower and its Subsidiaries, a copy of
Borrower’s Financial Statements in the form filed under 10-Q which shall include an unaudited consolidated balance sheet as of the close of each such period and the related unaudited consolidated statements of income and retained earnings and
of cash flows of the Borrower and its Subsidiaries for such period and the portion of the fiscal year through the end of such period, setting forth in each case in comparative form the figures for the previous year, all certified by DDR’s chief
financial officer or chief accounting officer;” 

  
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 “(ii) As soon as available, but in any event not later than 45 days after the close of
each of the first three fiscal quarters, for the Borrower and its Subsidiaries, a copy of the Borrower’s Quarterly Financial Supplement and other schedules as may be required containing the following reports in form and substance reasonably
satisfactory to the Lenders, which may be in the form filed as its 10-Q, all certified by DDR’s chief financial officer or chief accounting officer: a statement of Funds From Operations, a statement detailing Consolidated Outstanding
Indebtedness, Consolidated Secured Indebtedness, Consolidated Unsecured Indebtedness, Consolidated Cash Flow and, upon request, an asset schedule listing all consolidated assets and their net operating income with a breakdown between Unencumbered
Assets and other assets, and Acquisition Assets, Borrower will provide such other information as may be reasonably requested;” 
 “(iv) Together with the quarterly and annual financial statements required hereunder (including those for the fiscal quarter ending September 30, 2010), a compliance certificate in substantially
the form of Exhibit C hereto signed by DDR’s chief financial officer or chief accounting officer showing the calculations and computations necessary to determine compliance with this Agreement and stating that, to such officer’s knowledge,
no Default or Unmatured Default exists, or if, to such officer’s knowledge, any Default or Unmatured Default exists, stating the nature and status thereof;” 
 “(v) As soon as possible and in any event within 10 days after a responsible officer of DDR knows that any Reportable Event has occurred with respect to any Plan, a statement, signed by the chief
financial officer of DDR, describing said Reportable Event and the action which the Borrower proposes to take with respect thereto;” 
 (o) The first sentence of Section 6.2 of the Credit Agreement is restated in its entirety to read as follows: 
 “The Borrower will, and will cause each of its Subsidiaries to, use the proceeds of the Borrowings for the general corporate purposes of the Borrower, including working capital needs, the repayment
of Indebtedness, financing for property acquisitions of new Projects, construction of new improvements or expansions of existing improvements on Projects, to repay outstanding Borrowings, to make investments in First Mortgage Receivables and the
making of Mezzanine Debt Investments.” 
 (p) Section 6.14 (iii) of the Credit Agreement is restated in its
entirety to read as follows: 
 “(iii) Mezzanine Debt Investments and investments in First Mortgage Receivables;”


  
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 (q) Section 6.18(vii) of the Credit Agreement is restated in its entirety to read as
follows: 
 “(vii) the ratio of Unencumbered NOI for the period of four (4) fiscal quarters then ended to Consolidated
Unsecured Indebtedness to be less than 11%; provided that the Borrower shall not be required to comply with the foregoing covenant from and after the first date on which the Borrower obtains both a Moody’s Rating of Baa3 or better and an
S&P Rating of BBB- or better (and regardless of whether or not the Borrower ceases to maintain either such ratings after such date).” 
 (r) Section 6.18(viii) of the Credit Agreement is restated in its entirety to read as follows: 
 “(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 $600,000,000.” 
 (s) Section 6.18 of the Credit Agreement is amended by inserting the following new
paragraph at the end of Section 6.18: 
 “Notwithstanding anything herein to the contrary, all calculations to
determine compliance with the above financial covenants shall exclude values, including, without limitation, Indebtedness, assets, liabilities, income, revenues and expenses, attributable to any Project owned by a member of the Consolidated Group or
an Investment Affiliate if (1) a receiver, custodian, trustee, examiner, liquidator or similar official has been appointed for such Project and (2) the Indebtedness encumbering or attributable to such Project is Nonrecourse Indebtedness,
and (3) no recourse event has been triggered and is continuing under any guaranty or indemnity agreement of a member of the Consolidated Group or an Investment Affiliate related to such Nonrecourse Indebtedness as a result of any of the events
described in clause (1) of this paragraph which has not been waived in writing by the holder of such Nonrecourse Indebtedness or with respect to which the holder of such Nonrecourse Indebtedness has not otherwise agreed in writing to forbear
from enforcing or exercising its rights under such guaranty or indemnity agreement (but only for so long as such waiver or forbearance continues), provided, further, however, that in no event shall this paragraph be deemed or construed to exclude
any Project, member of the Consolidated Group or Investment Affiliate from any covenants, requirements or obligations of such entities set forth in any other Section of this Agreement and in the other Loan Documents. The aggregate amount of such
members of the Consolidated Group and Investment Affiliates’ pro rata share of all such Nonrecourse Indebtedness encumbering or attributable to all such Projects excluded from calculations to determine compliance with the above financial
covenants shall not exceed $300,000,000.” 

  
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 (t) Article VI of the Credit Agreement is amended by inserting the following new
Section 6.20 immediately after Section 6.19: 
 “6.20. Certain Amendments to Other Loan Agreements. The
Borrower will, as soon as possible and in any event within thirty (30) Business Days after June 28, 2011, execute and deliver to the Administrative Agent (a) an amendment and restatement of the Borrower’s First Amended and
Restated Secured Term Loan Agreement dated as of June 29, 2006, as amended, in order to revise the financial covenants set forth therein to be consistent with the financial covenants set forth in this Agreement, revise the collateral covenants
set forth therein, modify certain other terms thereof, including pricing, and reduce the principal amount of the loans thereunder to not more than up to $500,000,000 plus a $100,000,000 accordion, in form and substance satisfactory to the
Administrative Agent; and (b) an amendment to, or an amendment and restatement of, the Borrower’s approximately $65,000,000 credit facility with PNC Bank, National Association in order to revise the financial covenants set forth therein to
be consistent with the financial covenants set forth in this Agreement and modify certain other terms thereof, in form and substance satisfactory to the Administrative Agent.” 

(u) Schedule 1 to the Credit Agreement is deleted in its entirety and Schedule 1 to this Amendment No. 1 is
substituted in place thereof. 
 SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE BORROWER 

In order to induce the Lenders and Administrative Agent to enter into this Amendment No. 1, DDR and DDRPR each
represents and warrants to each Lender and Administrative Agent that the following statements are true, correct and complete: 
 (i) The Borrower has the corporate power and authority and legal right to execute and deliver the Credit Agreement as amended by this Amendment No. 1 (the “Amended Credit Agreement”)
and any Notes executed in connection with this Amendment No. 1 (such Notes, together with the Amended Credit Agreement, collectively, the “Amendment Documents”) and to perform its obligations thereunder. The execution and
delivery by the Borrower of the Amendment Documents and the performance of its obligations thereunder have been duly authorized by proper corporate proceedings, and the Amendment Documents constitute legal, valid and binding obligations of the
Borrower enforceable against the Borrower in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally. 

(ii) Neither the execution and delivery by the Borrower of the Amendment Documents, nor the consummation of the
transactions therein contemplated, nor compliance with the provisions thereof will violate any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its Subsidiaries or the Borrower’s or any
Subsidiary’s articles of incorporation or by-laws, or the provisions of any indenture, instrument or agreement to which the Borrower or any of its Subsidiaries is a party or is subject, or by which it, or its Property, is bound, or conflict
with or constitute a default thereunder, except where such violation, conflict or default would not have a Material Adverse Effect, or result in the creation 

  
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or imposition of any Lien in, of or on the Property of the Borrower or a Subsidiary pursuant to the terms of any such indenture, instrument or agreement. No order, consent, approval, license,
authorization, or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with the execution,
delivery and performance of, or the legality, validity, binding effect or enforceability of, any of the Amendment Documents other than the filing of a copy of this Amendment No. 1, or the filing of information concerning this Amendment
No. 1, with the Securities and Exchange Commission. 
 (iii) this Amendment No. 1 has been duly
executed and delivered by the Borrower; 
 (iv) the representations and warranties of the Borrower contained in
Article V of the Credit Agreement are and will be true and correct in all material respects on and as of the Amendment Effective Date to the same extent as though made on and as of such dates, except to the extent such representations and warranties
specifically relate to an earlier date, in which case they were true and correct in all material respects on and as of such earlier date; and 
 (v) no event has occurred and is continuing or will result from the consummation of the transactions contemplated by this Amendment No. 1 that would constitute a Default or Event of Default.

 SECTION 3. CONDITIONS TO EFFECTIVENESS 
 Except as set forth below, Section 1 of this Amendment No. 1 shall become effective only upon the satisfaction of the following conditions precedent (the “Amendment Effective
Date”): 
 A. DDR, DDRPR, the Administrative Agent, and each of the Lenders shall have indicated their consent
hereto by the execution and delivery of the signature pages hereof to the Administrative Agent. 
 B. The Administrative
Agent shall have received a secretary’s certificate of the Borrower (i) either confirming that there have been no changes to its organizational documents since October 20, 2010, or if there have been changes to the Borrower’s
organizational documents since such date, certifying as to such changes, and (ii) certifying as to resolutions and incumbency of officers with respect to this Amendment No. 1 and the transactions contemplated hereby. 

C. The Administrative Agent shall have received all reasonable out-of-pocket costs and expenses for which invoices have
been presented (including the reasonable fees and expenses of legal counsel for which the Borrower agrees it is responsible pursuant to Section 9.7 of the Credit Agreement), incurred in connection with this Amendment No. 1. 

D. Delivery to the Administrative Agent by Jones Day, as counsel to the Borrower, of an opinion addressed to the Lenders and the
Administrative Agent in form and substance reasonably satisfactory to the Administrative Agent. 

  
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 E. Payment by the Borrower of any mutually agreed upon compensation to the Lenders in
connection with this Amendment No. 1. 
 F. The conditions set forth in Section 4.2 of the Credit Agreement
shall have been satisfied and the Administrative Agent shall have received a certificate dated the Amendment Effective Date and executed by an Authorized Officer of the Borrower that such conditions have been satisfied. 

G. Upon satisfaction of the foregoing conditions, the Administrative Agent shall deliver written notice to the Borrower and the
Lenders of the Amendment Effective Date. 
 SECTION 4. MISCELLANEOUS 

A. Reduction in Commitments; Waiver of Notice. Notwithstanding the requirements in Section 2.1(c) or any other Section
of the Credit Agreement, the Administrative Agent and the Lenders hereby agree that (i) the Borrower has reduced the aggregate Domestic Revolving Commitments to $550,000,000 and the Aggregate Commitment to $750,000,000, and (ii) any notice
otherwise required to be delivered by the Borrower pursuant to Section 2.1(c) in connection with such reduction is hereby waived. 
 B. Reference to and Effect on the Credit Agreement and the Other Loan Documents. 
 (i) On and after the effective date of this Amendment No. 1, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or
words of like import referring to the Credit Agreement and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall
mean and be a reference to the Credit Agreement as amended hereby. 
 (ii) Except as specifically amended by this
Amendment No. 1, the Credit Agreement and the other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed. 
 (iii) The execution, delivery and performance of this Amendment No. 1 shall not, except as expressly provided herein, constitute a waiver of any provision of, or operate as a waiver of any right,
power or remedy of the Administrative Agent or any Lender under the Credit Agreement or any of the other Loan Documents. 

C. Headings. Section and subsection headings in this Amendment No. 1 are included herein for convenience of reference
only and shall not constitute a part of this Amendment No. 1 for any other purpose or be given any substantive effect. 

D. Applicable Law. THIS AMENDMENT NO. 1 AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 

  
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 E. Counterparts; Effectiveness. This Amendment No. 1 may be executed in
any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. This Amendment No. 1 (other than the provisions of Section 1
hereof, the effectiveness of which is governed by Section 3 hereof) shall become effective upon the execution of a counterpart hereof by DDR, DDRPR and the Lenders and receipt by the Borrower and Administrative Agent of written or telephonic
notification of such execution and authorization of delivery thereof. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be
duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above. 
  

			
	DEVELOPERS DIVERSIFIED REALTY CORPORATION
		
	By:	 	/s/ Francine Glandt
	Name:	 	Francine Glandt
	Title:	 	Senior Vice President of Capital Markets &
		 	Treasurer


 [Signature Page - Amendment No. 1 to 8th A/R DDR Credit Agreement] 







 
			
	DDR PR VENTURES LLC, S.E.
		
	By:	 	/s/ Francine Glandt
	Name:	 	Francine Glandt
	Title:	 	Senior Vice President of Capital Markets &
		 	Treasurer


 [Signature Page - Amendment No. 1 to 8th A/R DDR Credit Agreement] 







 
			
	JPMORGAN CHASE BANK, N.A.,
	Individually and as Administrative Agent
		
	By:	 	/s/ Kimberly Turner
	Print Name:  Kimberly Turner
	Title:  Executive Director


 [Signature Page - Amendment No. 1 to 8th A/R DDR Credit Agreement] 







 
			
	WELLS FARGO BANK, N.A.,
	Individually and as Syndication Agent
		
	By:	 	/s/ Gregory W. Ward
	Name:   Gregory W. Ward
	Title:   Vice President


 [Signature Page - Amendment No. 1 to 8th A/R DDR Credit Agreement] 







 
			
	DEUTSCHE BANK AG NEW YORK BRANCH,
	Individually and as Documentation Agent
		
	By:	 	/s/ James Rolison
	Name:   James Rolison
	Title:   Managing Director
	
	and
		
	By:	 	/s/ George R. Reynolds
	Name:   George R. Reynolds
	Title:   Director


 [Signature Page - Amendment No. 1 to 8th A/R DDR Credit Agreement] 







 
			
	U.S. BANK NATIONAL ASSOCIATION,
	Individually and as Documentation Agent
		
	By:	 	/s/ Curt M. Steiner
	Name:   Curt M. Steiner
	Title:   Senior Vice President


 [Signature Page - Amendment No. 1 to 8th A/R DDR Credit Agreement] 







 
			
	THE BANK OF NOVA SCOTIA,
	Individually and as Documentation Agent
		
	By:	 	/s/ George M. Sherman
	Name:   George M. Sherman
	Title:   Director


 [Signature Page - Amendment No. 1 to 8th A/R DDR Credit Agreement] 







 
			
	BANK OF AMERICA, N.A.,
	Individually and as Senior Managing Agent
		
	By:	 	/s/ Michael W. Edwards
	Name:   Michael W. Edwards
	Title:   Senior Vice President


 [Signature Page - Amendment No. 1 to 8th A/R DDR Credit Agreement] 







 
			
	RBS CITIZENS, N.A. DBA CHARTER ONE,
	Individually and as Senior Managing Agent
		
	By:	 	/s/ Erin L. Mahon
	Name:	 	Erin L. Mahon
	Title:	 	Vice President



  
 [Signature
Page - Amendment No. 1 to 8th A/R DDR Credit Agreement] 








 
			
	MORGAN STANLEY BANK, N.A.,
	as a Bank
		
	By:	 	/s/ Melissa James
	Name:	 	Melissa James
	Title:	 	Authorized Signatory
	
	MORGAN STANLEY SENIOR FUNDING, INC.,
	as a Managing Agent
		
	By:	 	/s/ Melissa James
	Name:	 	Melissa James
	Title:	 	Managing Director



  
 [Signature
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	THE BANK OF NEW YORK MELLON,
	Individually and as Managing Agent
		
	By:	 	/s/ Kenneth McDonnell
	Name:	 	Kenneth McDonnell
	Title:	 	Managing Director



  
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	ING REAL ESTATE FINANCE (USA) LLC,
	Individually and as Managing Agent
		
	By:	 	/s/ Michael Shields
	Name:	 	Michael Shields
	Title:	 	Managing Director
		
	By:	 	/s/ Alexander Joerg
	Name:	 	Alexander Joerg
	Title:	 	Director



  
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	UBS LOAN FINANCE LLC,
	Individually and as Managing Agent
		
	By:	 	/s/ Irja R. Otsa
	Name:	 	Irja R. Otsa
	Title:	 	Associate Director
		 	Banking Products Services, US
		
	and	 	
		
	By:	 	/s/ Mary E. Evans
	Name:	 	Mary E. Evans
	Title:	 	Associate Director
		 	Banking Products Services, US



  
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	CITICORP NORTH AMERICA, INC.,
	Individually and as Managing Agent
		
	By:	 	/s/ Stuart G. Miller
	Name:	 	Stuart G. Miller
	Title:	 	Managing Director



  
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	GOLDMAN SACHS BANK USA,
	Individually and as Managing Agent
		
	By:	 	/s/ Mark Walton
	Name:	 	Mark Walton
	Title:	 	Authorized Signatory



  
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	REGIONS BANK,
	Individually and as Managing Agent
		
	By:	 	/s/ Ronald J. Bennett
	Name:	 	Ronald J. Bennett
	Title:	 	Executive Vice President



  
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	ROYAL BANK OF CANADA,
	As Lender
		
	By:	 	/s/ G. David Cole
	Name:	 	G. David Cole
	Title:	 	Authorized Signatory



  
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	KEYBANK NATIONAL ASSOCIATION
		
	By:	 	/s/ Jason R. Weaver
	Name:	 	Jason Weaver
	Title:	 	Senior Vice President



  
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	PNC BANK, N.A.
		
	By:	 	/s/ John E. Wilgus, II
	Name:	 	John E. Wilgus, II
	Title:	 	Senior Vice President



  
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	HUNTINGTON NATIONAL BANK
		
	By:	 	/s/ Michael Kauffman
	Name:	 	Michael Kauffman
	Title:	 	SVP



  
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	SUMITOMO MITSUI BANKING CORPORATION
		
	By:	 	/s/ William G. Karl
	Name:	 	William G. Karl
	Title:	 	General Manager



  
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	THE NORTHERN TRUST COMPANY
		
	By:	 	/s/ Carol B. Conklin
	Name:	 	Carol B. Conklin
	Title:	 	Senior Vice President



  
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	 FIRST TENNESSEE BANK NATIONAL
 ASSOCIATION

		
	By:	 	/s/ Greg Cullum
	Name:	 	Greg Cullum
	Title:	 	SVP



  
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 Schedule 1 
 Commitments 
  

													
	 Lender
	  	Domestic Revolving
Commitment	 	  	Global Revolving
Commitment	 	  	Total	 
	 JPMorgan Chase Bank, N.A.
	  	$	53,199,999.97	  	  	$	26,800,000.03	  	  	$	80,000,000.00	  
	 Wells Fargo Bank, N.A.
	  	 	53,200,000.00	  	  	 	26,800,000.00	  	  	 	80,000,000.00	  
	 Deutsche Bank AG New York Branch
	  	 	40,333,333.33	  	  	 	14,666,666.67	  	  	 	55,000,000.00	  
	 U.S. Bank National Association
	  	 	37,400,000.00	  	  	 	13,600,000.00	  	  	 	51,000,000.00	  
	 The Bank of Nova Scotia
	  	 	37,400,000.00	  	  	 	13,600,000.00	  	  	 	51,000,000.00	  
	 Bank of America, N.A.
	  	 	33,733,333.33	  	  	 	12,266,666.67	  	  	 	46,000,000.00	  
	 RBS Citizens, N.A. dba Charter One
	  	 	25,666,666.67	  	  	 	9,333,333.33	  	  	 	35,000,000.00	  
	 Morgan Stanley Bank, N.A.
	  	 	23,466,666.67	  	  	 	8,533,333.33	  	  	 	32,000,000.00	  
	 The Bank of New York Mellon
	  	 	23,466,666.67	  	  	 	8,533,333.33	  	  	 	32,000,000.00	  
	 ING Real Estate Finance (USA) LLC
	  	 	23,466,666.67	  	  	 	8,533,333.33	  	  	 	32,000,000.00	  
	 UBS AG, Stamford Branch
	  	 	23,466,666.67	  	  	 	8,533,333.33	  	  	 	32,000,000.00	  
	 Citicorp North America, Inc.
	  	 	23,466,666.67	  	  	 	8,533,333.33	  	  	 	32,000,000.00	  
	 Goldman Sachs Bank USA
	  	 	23,466,666.67	  	  	 	8,533,333.33	  	  	 	32,000,000.00	  
	 Regions Bank
	  	 	32,000,000.00	  	  	 	0.00	  	  	 	32,000,000.00	  
	 Royal Bank of Canada
	  	 	23,466,666.67	  	  	 	8,533,333.33	  	  	 	32,000,000.00	  
	 KeyBank, N.A.
	  	 	14,666,666.67	  	  	 	5,333,333.33	  	  	 	20,000,000.00	  
	 Huntington National Bank
	  	 	14,666,666.67	  	  	 	5,333,333.33	  	  	 	20,000,000.00	  
	 Sumitomo Mitsui Banking Corporation
	  	 	14,666,666.67	  	  	 	5,333,333.33	  	  	 	20,000,000.00	  
	 PNC Bank, N.A.
	  	 	11,000,000.00	  	  	 	4,000,000.00	  	  	 	15,000,000.00	  
	 The Northern Trust Company
	  	 	8,800,000.00	  	  	 	3,200,000.00	  	  	 	12,000,000.00	  
	 First Tennessee Bank National Association
	  	 	9,000,000.00	  	  	 	0.00	  	  	 	9,000,000.00	  
	 Total 
	  	$	550,000,000.00	  	  	$	200,000,000.00	  	  	$	750,000,000.00