FIFTH SUPPLEMENTAL
INDENTURE
THIS FIFTH
SUPPLEMENTAL INDENTURE is entered into as of April 28, 2005,
by and between Developers Diversified Realty Corporation, an Ohio
corporation (the “Company”), and US Bank Trust National
Association (the “Trustee”), a national banking
association organized and existing under the laws of the United
States, as successor trustee to National City Bank
(“NCB”).
WHEREAS, the
Company and NCB entered into the Indenture dated as of May 1,
1994 (as supplemented by a First Supplemental Indenture dated as of
May 10, 1995, by a Second Supplemental Indenture dated
July 18, 2003, by a Third Supplemental Indenture dated
January 23, 2004, and by a Fourth Supplemental Indenture dated
April 22, 2004 the “Indenture”), relating to the
Company’s senior debt securities;
WHEREAS, the
Trustee is the successor to NCB’s corporate trust business
and, therefore, is the successor trustee under the Indenture
pursuant to Section 610 of the Indenture;
WHEREAS, the
Company has made a request to the Trustee that the Trustee join
with it, in accordance with Section 901 of the Indenture, in
the execution of this Fifth Supplemental Indenture to include the
Company’s $200,000,000 principal amount of 5.0% Notes Due
2010 and the Company’s $200,000,000 principal amount of 5.5%
Notes Due 2015 in the definition of Designated Securities such that
the covenant in Section 1015 of the Indenture will inure to
their benefit;
WHEREAS, the
Company and the Trustee are authorized to enter into this Fifth
Supplemental Indenture; and
NOW, THEREFORE,
the Company and the Trustee agree as follows:
Section 1.
Relation to Indenture . This Fifth Supplemental Indenture
supplements the Indenture and shall be a part and subject to all
the terms thereof. Except as supplemented hereby, the Indenture and
the Securities issued thereunder shall continue in full force and
effect.
Section 2.
Capitalized Terms . Capitalized terms used herein and not
otherwise defined herein are used as defined in the
Indenture.
Section 3.
Definitions . The definition of “Designated
Securities” is hereby amended in its entirety as
follows:
