Exhibit 4.5
FOURTH SUPPLEMENTAL INDENTURE
-----------------------------
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 Company's $250,000,000 principal amount of 5.25% Notes Due
2011.
Section 3. Counterparts. This Fourth Supplemental
Indenture may be executed in counterparts, each of which shall be
deemed an original, but all of which shall together constitute one and
the same instrument.
Section 4. Governing Law. THIS FOURTH SUPPLEMENTAL
INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF OHIO (WITHOUT GIVING EFFECT TO THE CONFLICT OF
LAWS PRINCIPLES THEREOF).
Section 5. Concerning the Trustee. The Trustee shall
not be responsible for any recital herein (other than the third recital
as it appears as it applies to the Trustee)
as such recitals shall be taken as statements of the Company, or the
validity of the execution by the Company of this Fourth Supplemental
Indenture. The Trustee makes no representations as to the validity or
sufficiency of this Fourth Supplemental Indenture.
-2-
IN WITNESS WHEREOF, the parties hereto have caused this
Indenture to be duly executed, and their respective corporate seals to be
hereunto affixed and attested, all as of the day and year first above written.
Attest: DEVELOPERS DIVERSIFIED REALTY
CORPORATION
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇
Title: Secretary --------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: President and Chief Operating
Officer
Attest: NATIONAL CITY BANK, as Trustee
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------- --------------------------------------
Title: Vice President Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
-3-
STATE OF OHIO )
) SS:
COUNTY OF CUYAHOGA )
On the 22nd day of April, 2004, before me personally came
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, to me known, who, being by me duly sworn, did depose and
say that he resides at Beachwood, Ohio, that he is the President of DEVELOPERS
DIVERSIFIED REALTY CORPORATION, one of the corporations described in and which
executed the foregoing instrument and that he signed his name thereto by
authority of the Board of Directors of said corporation.
[Notarial Seal]
/s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------------
Notary Public
COMMISSION EXPIRES
STATE OF OHIO )
) SS:
COUNTY OF CUYAHOGA )
On the 22nd day of April, 2004, before me personally came, to
me known, who, being by me duly sworn, did depose and say that he resides at
Lakewood, Ohio, that he is the Vice President of NATIONAL CITY BANK, one of the
corporations described in and which executed the foregoing instrument and that
he signed his name thereto by authority of the Board of Directors of said
corporation.
[Notarial Seal]
/s/ ▇▇▇▇▇▇ ▇. Deabvearr
--------------------------------------
Notary Public
COMMISSION EXPIRES
SOLICITORS, 35160, 00095, 100545346.1, Exhibit 4.7 Fourth Supplemental Indenture
-4-
