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Exhibit 4.5
FOURTH SUPPLEMENTAL INDENTURE
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THIS FOURTH SUPPLEMENTAL INDENTURE is entered into as of April
22, 2004, by and between Developers
Diversified Realty Corporation, an Ohio
corporation (the "Company"), and National
City Bank, a national banking
association organized and existing under
the laws of the United States, as
trustee (the "Trustee").
WHEREAS, the parties 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, and by a Third
Supplemental Indenture dated January 23,
2004, the "Indenture"), relating to the
Company's senior debt securities;
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 Fourth Supplemental
Indenture to include the Company's
$250,000,000 principal amount 5.25% Notes
Due 2011 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 Fourth Supplemental Indenture;
and
NOW, THEREFORE, the Company and the Trustee agree as follows:
Section 1. Relation to Indenture. This Fourth
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.
"Designated Securities" means the Company's $300,000,000
principal amount of 4.625% Notes Due 2010, the Company's
$275,000,000 principal amount of 3.875% Notes Due 2009, and
the
