First Amendment to Seventh Amended and Restated Credit Agreement among Developers Diversified Realty Corporation, JPMorgan Chase Bank, N.A., and Lenders

Summary

This amendment updates the terms of a credit agreement between Developers Diversified Realty Corporation, JPMorgan Chase Bank (as Administrative Agent), and several financial institutions. The changes include revising the definition of "Investment," removing the definition and restrictions on "Restricted Payments," and confirming that all other terms of the original agreement remain in effect. The amendment is effective once signed by all required parties, and the borrower confirms there are no existing defaults or material adverse changes. The agreement is governed by New York law.

EX-4.4 5 l25860aexv4w4.htm EX-4.4 EX-4.4

Exhibit 4.4

FIRST AMENDMENT TO SEVENTH AMENDED AND RESTATED CREDIT
AGREEMENT

This First Amendment to Seventh Amended and Restated Credit Agreement (this “Amendment”) is made as of this 30th day of March, 2007 by and among Developers Diversified Realty Corporation, a corporation organized under the laws of the State of Ohio (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 this Agreement (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 (the “Credit Agreement”). All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings described as 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 definition of “Investment” in Article I of the Credit 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 Credit Agreement.

4. Section 6.11 of the Credit Agreement (Restricted Payments) is hereby deleted in its entirety.

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 as 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 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.”

6. 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.

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 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.

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

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


DEVELOPERS DIVERSIFIED REALTY CORPORATION
By:	/s/ Joan U. Allgood
	Print Name: Joan U. Allgood
	Title:	Executive Vice President


DDR PR VENTURES LLC, S.E.
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

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

New York Administrative Office:

277 Park Avenue
Third Floor
New York, New York 10172
Phone: 212 ###-###-####
Facsimile: 646 ###-###-####
Attention: Kimberly Turner, Vice President

London Administrative Office:

125 London Wall
London EC2Y 5AJ
Attention of Agency Department

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

231 South LaSalle Street
Chicago, IL 60604
Phone: 312 ###-###-####
Facsimile: 312 ###-###-####
Attention: Cheryl Sneor

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EUROHYPO AG, NEW YORK BRANCH Individually and as Documentation Agent
By:	/s/ Mark A. Fisher
	Print Name: Mark A. Fisher
	Title:	Director


and by:
By:	/s/ John Hayes
	Print Name: John Hayes
	Title:	Vice President

Eurohypo AG, New York Branch
1114 Avenue of the Americas
New York, NY 10021
Attention: Mary Chamberlain

With a copy to:

Head of Legal Department
Eurohypo AG, New York Branch
1114 Avenue of the Americas
29^th Floor
New York, NY 10021
Phone: (212) ###-###-####
Fax: (866) ###-###-####

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WACHOVIA BANK, National Association, Individually and as Documentation Agent
By:	/s/ Cynthia A. Bean
	Print Name: Cynthia A. Bean
	Title:	Vice President

Mail Code NC-0172, 16^th Floor
301 S. College Street
Charlotte, NC 28288
Phone: 704 ###-###-####
Facsimile: 704 ###-###-####
Attention: Cynthia A. Bean

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WELLS FARGO BANK, N.A.,
Real Estate Finance Group,
Individually and as Documentation Agent


By:	/s/ Scott Solis
	Print Name: Scott Solis
	Title:	Vice President

123 North Wacker Drive
Suite 1900
Chicago, IL 60606
Phone: 312 ###-###-####
Facsimile: 312 ###-###-####
Attention: Mr. Scott Solis

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LASALLE BANK NATIONAL ASSOCIATION Individually and as Senior Managing Agent
By:	/s/ Robert Goeckel
	Print Name: Robert Goeckel
	Title:	FVP

135 South LaSalle Street
Suite 1225
Chicago, IL 60603
Phone: 312 ###-###-####
Facsimile: 312 ###-###-####
Attention: Mr. Robert Goeckel

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US BANK N.A., Individually and as Senior Managing Agent
By:	/s/ Mark H. Oldfield
	Print Name: Mark H. Oldfield
	Title:	Vice President

1350 Euclid Avenue
Cleveland, OH 44115
Phone: 216 ###-###-####
Facsimile: 216 ###-###-####
Attention: Mr. Mark H. Oldfield

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DEUTSCHE BANK AG, NEW YORK BRANCH Individually and as Managing Agent
By:	/s/ Steven P. Lapham
	Print Name: Steven P. Lapham
	Title:	Managing Director


By:	/s/ Joanna Soliman
	Print Name: Joanna Soliman
	Title:	Assistant Vice President

200 Crescent Court
Suite 550
Dallas, Texas 75201
Phone: 214 ###-###-####
Facsimile: 214 ###-###-####
Attention: Gerry Dupont

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

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ING REAL ESTATE FINANCE (USA) LLC Individually and as Managing Agent
By:	/s/ Christopher S. Godlewski
	Print Name: Christopher S. Godlewski
	Title:	Director

601 South Figueroa Street, Suite 3400
Los Angeles, CA 90017
Attention: Christopher S. Godlewski

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	MIZUHO CORPORATE BANK, LTD. Individually and as Managing Agent
	By:
		Print Name:
		Title:

	1251 Avenue of the Americas New York, NY 10020 Telephone: 212 ###-###-#### Facsimile: 212 ###-###-####/4489 Attention: Yasuo Imaizumi

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MORGAN STANLEY BANK Individually and as Managing Agent
By:	/s/ Daniel Twenge
	Print Name: Daniel Twenge
	Title:	Authorized Signatory

1633 Broadway 25^th Floor New York, NY 10019 Phone: 212 ###-###-#### / 2484 Facsimile: 212 ###-###-#### / 1866 Attention: Daniel Twenge

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THE BANK NEW YORK Individually and as Managing Agent
By:
	Print Name: Rick Laudisi
	Title:	Managing Director

One Wall Street 21^st Floor New York, NY 10286 Phone: 212 ###-###-#### Facsimile: 212 ###-###-#### Attention: Rick Laudisi

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THE BANK OF NOVA SCOTIA Individually and as Managing Agent
By:	/s/ Mel Mandelbaum
	Print Name: Mel Mandelbaum
	Title:	Managing Director

One Liberty Plaza, 25^th Floor New York, NY 10006 Phone: 212 ###-###-#### Facsimile: 212 ###-###-#### Attention: Mr. Mel Mandelbaum

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UBS LOAN FINANCE LLC Individually and as Managing Agent
By:	/s/ Irja R. Otsa
	Print Name: Irja R. Otsa
	Title:	Associate Director

and by:
By:	/s/ Mary E. Evans
	Print Name: Mary E. Evans
	Title:	Associate Director

677 Washington Blvd. Stamford, CT 06901 Phone: 203 ###-###-#### Facsimile: 203 ###-###-#### Attention: Iris Choi

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REGIONS BANK, successor by merger to Amsouth Bank Individually and as Co-Agent
By:	/s/ Lori A. Hatcher
	Print Name: Lori A. Hatcher
	Title:	Assistant Vice President

1900 Fifth Avenue North Region Center 15 Birmingham, AL 35203 Phone: 205 ###-###-#### Facsimile: 205 ###-###-#### Attention: Ms. Lori A. Hatcher

S-16


KEYBANK NATIONAL ASSOCIATION Individually and as Co-Agent
By:	/s/ Kevin P. Murray
	Print Name: Kevin P. Murray
	Title:	Vice President

127 Public Square 8^th Floor Cleveland, OH 44114 Phone: 216 ###-###-#### Facsimile: 216 ###-###-#### Attention: Kevin P. Murray

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PNC BANK, N.A. Individually and as Co-Agent
By:	/s/ Michael E. Smith
	Print Name: Michael E. Smith
	Title:	Senior Vice President

249 Fifth Avenue, Suite 19-2 Pittsburgh, PA ###-###-#### Phone: 412 ###-###-#### Facsimile: 412 ###-###-#### Attention: Michael E. Smith

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SOVEREIGN BANK Individually and as Co-Agent
By:	/s/ T. Gregory Donohue
	Print Name: T. Gregory Donohue
	Title:	Senior Vice President

75 State Street Boston, MA 02109 Telephone: 617 ###-###-#### Facsimile: 617 ###-###-#### Attention: T. Gregory Donohue

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SUNTRUST BANK Individually and as Co-Agent
By:	/s/ Nancy B. Richards
	Print Name: Nancy B. Richards
	Title:	Senior Vice President

8330 Boone Boulevard 8^th Floor Vienna, VA 22182 Phone: 703 ###-###-#### Facsimile: 703 ###-###-#### Attention: Ms. Nancy B. Richards

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CHARTER ONE BANK, N.A. Individually and as Co-Agent
By:
	Print Name: Michael Kauffman
	Title:	Vice President

1215 Superior Ave — OHS 675 Cleveland, OH 44114 Phone: 216 ###-###-#### Facsimile: 216 ###-###-####

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THE BANK OF TOKYO—MITSUBISHI UFJ, LTD.
By:	/s/ James T. Taylor
	Print Name: James T. Taylor
	Title:	Vice President

1251 Avenue of the Americas New York, NY 10020 Telephone: 212 ###-###-#### Facsimile: 212 ###-###-#### Attention Mr. James T. Taylor

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MANUFACTURERS AND TRADERS TRUST COMPANY
By:	/s/ Brian D. Beitz
	Print Name: Brian D. Beitz
	Title:	Vice President

One Fountain Plaza 12^th Floor Buffalo, NY ###-###-#### Telephone: 716 ###-###-#### Facsimile: 716 ###-###-#### Attention Mr. Brian D. Beitz

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NOMURA FUNDING FACILITY CORPORATION LTD.
By:
	Print Name: Mark Brown
	Title:	Authorized Agent

International House 3 Harbourmaster Place 1FSC Dublin 1, Ireland Telephone: 3531 ###-###-#### Facsimile: 3531 ###-###-#### Attention: Michael Delaney

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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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BANCO POPULAR DE PUERTO RICO, NEW YORK BRANCH
By:
	Print Name: Hector J. Gonzalez
	Title:	Vice President

7 West 51^st Street New York, NY 10019 Telephone: 212 ###-###-#### Facsimile: 212 ###-###-#### Attention: Mr. Hector J. Gonzalez

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CITICORP NORTH AMERICA, INC.
By:	/s/ Malav Kakad
	Print Name: Malav Kakad
	Title:	Vice President

390 Greenwich Street, Floor 1 New York, NY 10013 Phone: 212 ###-###-#### Facsimile: 646 ###-###-#### Attention: Mr. Malav Kakad

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COMERICA BANK
By:	/s/ James Graycheck
	Print Name: James Graycheck
	Title:	VP

500 Woodward Avenue MC 3256 Detroit, MI 48226 Telephone: 313 ###-###-#### Facsimile: 313 ###-###-#### Attention: Mr. James Graycheck

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LEHMAN COMMERCIAL PAPER INC.
By:	/s/ Janine M. Shugan
	Print Name: Janine M. Shugan
	Title:	Authorized Signatory

745 Seventh Avenue 5^th Floor New York, NY 10019 Telephone: (212) ###-###-#### Facsimile: (917) ###-###-#### Attention: Janine Shugan

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SUMITOMO MITSUI BANKING CORPORATION
By:	/s/ David A. Buck
	Print Name: David A. Buck
	Title:	Senior Vice President

277 Park Avenue New York, NY 10172 Phone: 212 ###-###-#### Facsimile: 212 ###-###-#### Attention: Mr. Charles J. Sullivan

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THE NORTHERN TRUST COMPANY

By:	/s/ Robert Wiarda
	Print Name: Robert Wiarda
	Title:	Vice President

50 South LaSalle Street, 2^nd Floor Chicago, IL 60675 Phone: 312 ###-###-#### Facsimile: 312 ###-###-#### Attention: Mr. Robert Wiarda

S-31


COMPASS BANK
By:	/s/ Robert H. Shore
	Print Name: Robert H. Shore
	Title:	Senior Vice President

8080 N. Central Expressway Suite 370 Dallas, TX 75206 Phone: 214 ###-###-#### Facsimile: 214 ###-###-#### Attention: Robert H. Shore

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FIRST TENNESSEE BANK NATIONAL ASSOCIATION
By:	/s/ Greg Cullum
	Print Name: Greg Cullum
	Title:	Senior Vice President

701 Market Street Chattanooga, TN 37402 Phone: 423 ###-###-#### Facsimile: 423 ###-###-#### Attention: Greg Cullum

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