SIXTH SUPPLEMENTAL
INDENTURE
THIS SIXTH
SUPPLEMENTAL INDENTURE is entered into as of October 7, 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.
WHEREAS, the
Company and the Trustee 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, by a Fourth Supplemental Indenture dated
April 22, 2004 and by a Fifth Supplemental Indenture dated
April 28, 2005, 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 Sixth Supplemental Indenture to include the
Company’s $350,000,000 principal amount of 5.375% Notes Due
2012 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 Sixth
Supplemental Indenture; and
NOW, THEREFORE,
the Company and the Trustee agree as follows:
Section 1.
Relation to Indenture . This Sixth 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:
“Designated
Securities” means the Company’s $300,000,000 principal
amount of 4.625%
