SECOND AMENDMENT TO SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 4.1

SECOND AMENDMENT TO SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT

     This Second Amendment to Seventh Amended and Restated Credit Agreement (this “Amendment”) is made as of this 7th day of December, 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”, and the several banks, financial institutions and other entities from time to time parties to the Credit Agreement described below (the “Lenders”).

RECITALS

     A. Borrower, Administrative Agent, and the Lenders are parties to a Seventh Amended and Restated Credit Agreement dated as of June 29, 2006, as amended by First Amendment to Seventh Amended and Restated Credit Agreement dated as of March 30, 2007 (the “Credit Agreement”). All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.

     B. Borrower has requested changes to certain terms in the Credit 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 Credit Agreement are hereby amended and restated to read as follows:

     “Consolidated Capitalization Value” means, as of any date, an amount equal to the sum of (i) Consolidated Cash Flow for the most recent period of two consecutive fiscal quarters for which the Borrower has reported results (excluding any portion of Consolidated Cash Flow attributable to: (A) Assets Under Development, (B) Acquisition Assets and (C) Mezzanine Debt Investments) multiplied by two, and divided by 0.0750, plus (ii) total gains on sales, net of expenses, of merchant building activities for the most recent period of four (4) consecutive fiscal quarters, divided by .1250, provided that the amount added to Consolidated Capitalization Value pursuant to this clause (ii) shall not exceed 5% of the total Consolidated Capitalization Value plus (iii) Acquisition Assets valued at the higher of their acquisition cost or capitalization value, such value to be calculated by dividing (x) the Net Operating Income for such Acquisition Assets for the most recent period of two (2) consecutive fiscal quarters for which the Borrower has reported results multiplied by two (2), by (y) .0750, 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 lesser of (i) the value of Assets Under Development, or (ii) ten percent (10%) of the Consolidated Capitalization Value plus (d) the lesser of (i) 100% of the then-current value under GAAP of all First Mortgage Receivables or (ii) five percent (5%) of the Consolidated Capitalization Value, plus (e) the lesser of (i) 100% of the then-current book value, as determined in accordance with GAAP, of Developable Land, or (ii) 5% of total Consolidated Capitalization 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 Capitalization 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 7% of the Consolidated Capitalization Value).

     “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 the amount of such Indebtedness and 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.

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

     (A) the amount determined by dividing the Net Operating Income for each 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 either the immediately preceding two (2) full fiscal quarters or, if so requested by Borrower or the Administrative Agent, the one (1) immediately preceding full fiscal quarter and the then current partial quarter (in all cases as annualized) by 0.0750 (provided that not more than fifteen percent (15%) of the Value of Unencumbered Assets with respect to 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 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 exceeds $10,000,000, 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 eighty-five percent (85%); 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 five percent (5%) of the total Value of Unencumbered Assets, 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 for a calculation period which shall be either the immediately preceding two (2) full fiscal quarters or, if so requested by Borrower or the Administrative Agent, the one (1) immediately preceding full fiscal quarter and the then current partial quarter (in all cases as annualized) and dividing such amount by 0.20, 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 Mezzanine Debt Investments that are not more than ninety (90) days past due determined in accordance with GAAP, provided that the aggregate amount added to Value of Unencumbered Assets under this clause (I) shall not exceed ten percent (10%) 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), (G) and (I) exceed twenty percent (20%) of the total Value of Unencumbered Assets, provided that such percentage may be up to twenty-three percent (23%) for up to two quarters during the term of the Facility. If a Project is no longer owned as of the date of determination, then no value shall be included from such Project.

     “Qualified Global Currency” means (a) Dollars (borrowed in New York City), and Sterling, Euros, Canadian dollars and Yen (borrowed in London), and (b) any other eurocurrency designated by the Borrower with the consent of the Administrative Agent and each Global Revolving Lender.

     3. The definitions of “Assets Under Development” and “Equity Value” in Section 1.1 of the Credit Agreement are amended by deleting the references to “0.0775” and inserting in lieu thereof “0.0750”.

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

     “Convertible Debt Accounting Guidance” means any rule, regulation, pronouncement or other guidance under GAAP in the United States, which specifically relates to the accounting for convertible debt instruments that may be settled in cash upon conversion, and requires that the accounting treatment of such instruments be modified to (i) bifurcate the instrument into an indebtedness and an equity component, (ii) value each component of the instrument separately, and (iii) recognize interest expense on the indebtedness component at a rate similar to a liability instrument that does not have an equity component (which effectively represents a non-cash adjustment to interest expense in excess of the stated interest rate on the instrument).

     “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 aggregate amount of such mezzanine debt and 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.

     5. The last grammatical paragraph of Section 2.1 of the Credit Agreement is hereby amended to read as follows:

     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 $1,400,000,000 less any voluntary reductions pursuant to this Section 2.1. 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. 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.

     6. Exhibit K to the Credit Agreement is hereby replaced with the Exhibit K attached hereto.

     7. Section 6.2 of the Credit Agreement is amended by inserting “, making Mezzanine Debt Investments” after “the repayment of Indebtedness”.

     8. Section 6.14 of the Credit Agreement is amended by inserting a new clause (iii) as follows:

     “(iii) Mezzanine Debt Investments;”

and renumbering the remaining clauses in Section 6.14.

     9. Section 6.18(vi) of the Credit Agreement is hereby amended to read as follows:

     (vi) the sum of (x) 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, plus (y) total gains on sales, net of expenses, of merchant building activities for the most recent period of four (4) consecutive fiscal quarters, divided by .1250, to exceed thirty percent (30%) of Consolidated Capitalization Value. Developable Land, Passive Non-Real Estate Investments and First Mortgage Receivables will be valued at the lower of acquisition cost or market value.

     10. Schedule 1 of the Credit Agreement is hereby deleted and replaced by the Schedule 1 attached to this Amendment. As provided in said Schedule 1, the aggregate amount of the Domestic Revolving Commitments as of the date hereof is $900,000,000 and the aggregate amount of the Global Revolving Commitments as of the date hereof is $300,000,000. Each party hereto agrees that so long as the total Commitment of a Lender stays the same, the Domestic Revolving Commitment and the Global Revolving Commitment of such Lender can be changed with the consent of only the Borrower, Administrative Agent, and the affected Lender, and upon any such change, Schedule 1 shall be deemed modified to reflect such change.

     11. Notwithstanding any provision contained in the Credit 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.

     12. Borrower hereby represents and warrants that:

	(a)		no Default or Unmatured Default exists under the Loan Documents;
	(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 as shown in its September 30, 2007 financial statements;

	(d)		Borrower has full corporate power and authority to execute 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 5 of the Credit Agreement are true and correct as of the date hereof and all references therein to “the date of this Agreement” shall refer to “the date of this Amendment.”

     13. Except as specifically modified hereby, the Credit Agreement is and remains unmodified and in full force and effect and is hereby ratified and confirmed. All references in the Loan Documents to the “Credit Agreement” henceforth shall be deemed to refer to the Credit Agreement as amended by this Amendment.

     14. 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 in accordance with the internal laws (and not the law of conflicts) of the State of New York, but giving effect to federal laws applicable to national banks.

     15. This Amendment shall become effective when it has been executed by Borrower, Administrative Agent, and the Required Lenders, provided, however, that the change adding Canadian dollars to the definition of Qualified Global Currency shall become effective only when such change has been acknowledged by each of the Lenders in the Global Revolving Facility.

[Remainder of Page Intentionally Left Blank]

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

ACKNOWLEDGEMENT:

     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the definition of Qualified Global Currency under the Facility.

ACKNOWLEDGEMENT:

     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the definition of Qualified Global Currency under the Facility.

ACKNOWLEDGEMENT:

     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the definition of Qualified Global Currency under the Facility.

ACKNOWLEDGEMENT:

     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the definition of Qualified Global Currency under the Facility.

ACKNOWLEDGEMENT:

     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the definition of Qualified Global Currency under the Facility.

ACKNOWLEDGEMENT:

     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the definition of Qualified Global Currency under the Facility.

ACKNOWLEDGEMENT:

     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the definition of Qualified Global Currency under the Facility.

ACKNOWLEDGEMENT:

     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the definition of Qualified Global Currency under the Facility.

[Signature Page to Second Amendment to the DDR Amended and Restated Credit Agreement dated as of March 30, 2007]

ACKNOWLEDGEMENT:

     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the definition of Qualified Global Currency under the Facility.

ACKNOWLEDGEMENT:

     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the definition of Qualified Global Currency under the Facility.

ACKNOWLEDGEMENT:

     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the definition of Qualified Global Currency under the Facility.

ACKNOWLEDGEMENT:

     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the definition of Qualified Global Currency under the Facility.

ACKNOWLEDGEMENT:

     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the definition of Qualified Global Currency under the Facility.

ACKNOWLEDGEMENT:

     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the definition of Qualified Global Currency under the Facility.

ACKNOWLEDGEMENT:

     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the definition of Qualified Global Currency under the Facility.

ACKNOWLEDGEMENT:

     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the definition of Qualified Global Currency under the Facility.

PNC BANK, N.A.

ACKNOWLEDGEMENT:

     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the definition of Qualified Global Currency under the Facility.

ACKNOWLEDGEMENT:

     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the definition of Qualified Global Currency under the Facility.

ACKNOWLEDGEMENT:

     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the definition of Qualified Global Currency under the Facility.

ACKNOWLEDGEMENT:

     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the definition of Qualified Global Currency under the Facility.

	THE HUNTINGTON NATIONAL BANK
	By:	/s/ Ryan J. Terrano
		Print Name:	Ryan J. Terrano
		Title:	Vice-President
	917 Euclid Avenue, CM17 Cleveland, OH 44115 Phone: 216 ###-###-#### Facsimile: 216 ###-###-#### Attention: Ryan J. Terrano

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ACKNOWLEDGEMENT:

     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the definition of Qualified Global Currency under the Facility.

ACKNOWLEDGEMENT:

     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the definition of Qualified Global Currency under the Facility.

ACKNOWLEDGEMENT:

     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the definition of Qualified Global Currency under the Facility.

ACKNOWLEDGEMENT:

     The undersigned hereby acknowledges and agrees to the addition of Canadian dollars to the definition of Qualified Global Currency under the Facility.