DEVELOPERS DIVERSIFIED REALTY CORPORATION (an Ohio corporation) Debt Securities UNDERWRITING AGREEMENT BASIC PROVISIONSUnderwriting Agreement • November 5th, 2010 • Developers Diversified Realty Corp • Real estate investment trusts • New York
, 20__ between the Company and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payments for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which govern such investment.
FORM OF TWELFTH SUPPLEMENTAL INDENTURESupplemental Indenture • November 5th, 2010 • Developers Diversified Realty Corp • Real estate investment trusts • Ohio
THIS TWELFTH SUPPLEMENTAL INDENTURE (this “Twelfth Supplemental Indenture”) is entered into as of , between DEVELOPERS DIVERSIFIED REALTY CORPORATION, an Ohio corporation (the “Company”), having its principal place of business at 3300 Enterprise Parkway, Beachwood, Ohio 44122, and U.S. Bank National Association (as successor to U.S. Bank Trust National Association, as successor to National City Bank), a national banking association duly organized and existing under the laws of the United States, as Trustee hereunder (the “Trustee”), having its Corporate Trust Office at 100 Wall Street — Suite 1600, New York, New York 10005.
