Exhibit 4.2 - Third Supplemental Indenture



 




Exhibit 4.2




FORM OF



THIRD SUPPLEMENTAL INDENTURE




          THIS THIRD SUPPLEMENTAL INDENTURE, is entered into as of January 23, 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,
and a Second Supplemental Indenture dated as of July 18, 2003, 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 Third Supplemental Indenture to add a covenant for the benefit of
Holders of the Company’s $275,000,000 aggregate principal amount 3.875% Notes Due 2009
(the “Designated Securities”);




          WHEREAS, the Company and the Trustee are authorized to enter into this
Third Supplemental Indenture; and




          NOW, THEREFORE, the Company and the Trustee agree as follows:




          Section 1. Relation to Indenture. This Third 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. Section 101 of the Indenture is amended by
adding the following definitions:




	 		 	“Total Assets” as of any date means the sum of (i) Undepreciated
Real Estate Assets and (ii) all other assets of the Company and its
Subsidiaries determined on a consolidated basis in accordance with
generally accepted accounting principles (but excluding intangibles
and trade receivables related to rent and other charges derived
from leases with tenants) after eliminating intercompany accounts
and transactions.






	 		 	“Secured Debt” means, without duplication, Debt that is secured by
a mortgage, trust deed, deed of trust, deed to secure Debt,
security agreement, pledge, conditional sale or other title
retention agreement, capitalized lease, or other like agreement
granting or conveying security title to or a security interest in
real property or other tangible asset(s). Secured Debt shall be
deemed to be incurred (i) on the date the obligor thereon creates,
assumes, guarantees or otherwise becomes liable in respect thereof
if it is secured in the manner described in the







 








 



	 		 	preceding sentence on such date or (ii) on the date the obligor
thereon first secures such Debt in the manner described in the
preceding sentence if such Debt was not so secured on the date it
was incurred.






          Section 4. Limitations on Incurrence of Secured Debt. The following
is inserted into the Indenture as Section 1015:




Section 1015. Limitations on Incurrence of Secured Debt.
So long as any of the Designated Securities remain outstanding, the
Company will not, and will not permit any Subsidiary to, incur any
Secured Debt, if immediately after giving effect to the incurrence
of such Secured Debt and the application of the proceeds from such
Secured Debt, the aggregate amount of all of the Company’s and its
Subsidiaries’ outstanding Secured Debt on a consolidated basis is
greater than 40% of the sum of (i) the Company’s Total Assets as of
the end of the calendar quarter covered in the Company’s Annual
Report on Form 10-K or Quarterly Report on Form 10-Q, as the case
may be, most recently filed with the Commission (or, if such filing
is not permitted under the Securities Exchange Act of 1934, with
the Trustee) prior to the incurrence of such additional Secured
Debt and (ii) the increase, if any, in Total Assets from the end of
such quarter including, without limitation, any increase in Total
Assets caused by the application of the proceeds of additional
Debt.





          Section 5. Waiver of Certain Covenants. Section 1014 of the
Indenture is deleted in its entirety and replaced with the following:




	 		 	Section 1014. Waiver of Certain Covenants. The Company may omit
in any particular instance to comply with any term, provision or
condition set forth in Sections 1004 to 1011, inclusive, and
Section 1015 if before or after the time for such compliance the
Holders of at least a majority in principal amount of all
outstanding Securities thereby affected, by Act of such Holders,
either waive such compliance in such instance or generally waive
compliance with such covenant or condition, but no such waiver
shall extend to or affect such covenant or condition except to the
extent so expressly waived, and, until such waiver shall become
effective, the obligations of the Company and the duties of the
Trustee in respect of any such term, provision or condition shall
remain in full force and effect.






          Section 6. Counterparts. This Third 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 7. Governing Law. THIS THIRD 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 8. 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)





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as such recitals shall be taken as
statements of the Company, or the validity of the execution by the
Company of this Third Supplemental Indenture.





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          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
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	By:
	
	 	 	 	

	Title:	 	 	 	Name:	 	 
	 	 	 	 	 	 	

	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	

	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Attest:	 	NATIONAL CITY BANK, as Trustee
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	By:
	
	 	 	 	

	Title:	 	 	 	Name:	 	 
	 	 	 	 	 	 	

	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	








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	STATE OF OHIO	 	

	


	)

	 	 	 	 
	 	 	

	


	)

	 	SS:
	 	 
	COUNTY OF CUYAHOGA	 	

	


	)

	 	 	 	 






     On the    day of January, 2004, before me personally came
       , to me known, who, being by me duly sworn, did depose and
say that he resides at        , Ohio, that he is the
           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]	 	 
	 	 	


	 	 	
Notary Public
	 	 	
COMMISSION EXPIRES






	 	 	 	 	 	 	 	 	 
	STATE OF OHIO	 	

	


	)

	 	 	 	 
	 	 	

	


	)

	 	SS:
	 	 
	COUNTY OF CUYAHOGA	 	

	


	)

	 	 	 	 






     On the    day of January, 2004, before me personally came
       , to me known, who, being by me duly sworn, did depose and
say that he resides at        , 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]




	 	 	 
	 	 	


	 	 	
Notary Public
	 	 	
COMMISSION EXPIRES








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