Real estate rental property

EX-4.3 4 l25860aexv4w3.htm EX-4.3 EX-4.3

Exhibit 4.3

SECOND AMENDMENT TO FIRST AMENDED AND RESTATED

SECURED TERM LOAN AGREEMENT

This SECOND AMENDMENT TO FIRST AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT (the “Amendment”) is made as of this 30^th day of March, 2007, 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 (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”, and one or more new or existing “Lenders” shown on the signature pages hereof.

RECITALS

A. Borrower, Administrative Agent, Syndication Agent, Documentation Agents and certain other 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 modified and amended, the “Loan Agreement”). All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given to them in the Loan Agreement.

B. 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 definition of “Investment” in Article I of the Loan Agreement is hereby amended and restated in its entirety as follows:

“Investment” of a Person means any loan, advance (other than commission, travel and similar advances to officers and employees made in the ordinary course of business), extension of credit (other than accounts receivable arising in the ordinary course of business on terms customary in the trade), deposit account or contribution of capital by such Person to any other Person or any investment in, or purchase or other acquisition of, the stock, partnership interests, notes, debentures or other securities of any other Person made by such Person. For the avoidance of

doubt, an Investment shall not include any security of any Person that is convertible into, exchangeable for or exercisable into or an option to purchase equity securities of Borrower.

3. The definition of “Restricted Payment” is hereby deleted from Article I of the Loan Agreement.

4. The text of Section 6.11 of the Loan Agreement (Restricted Payments) is hereby deleted in its entirety and the following is hereby inserted in lieu thereof: “Intentionally Omitted.”.

5. 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 from that shown in its September 30, 2006 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 V of the Loan 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 the Second Amendment to this Agreement and all representations and warranties contained in the other Loan Documents 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 the Second Amendment to the Loan Agreement.”

6. 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.

7. 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.

8. This Amendment shall become effective when it has been executed by Borrower, Administrative Agent and the Required Lenders.

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/ Joan U. Allgood
	Print Name: Joan U. Allgood
	Title:	Executive Vice President

3300 Enterprise Parkway Beachwood, Ohio 44122 Phone: 216 ###-###-#### Facsimile: 216 ###-###-#### Attention: Chief Financial Officer
with a copy to:
3300 Enterprise Parkway Beachwood, Ohio 44122 Phone: 216 ###-###-#### Facsimile: 216 ###-###-#### Attention: General Counsel