DEVELOPERS DIVERSIFIED REALTY CORPORATION (an Ohio corporation) Debt Securities UNDERWRITING AGREEMENT BASIC PROVISIONSUnderwriting Agreement • March 4th, 2011 • 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 THIRTEENTH SUPPLEMENTAL INDENTURESupplemental Indenture • March 4th, 2011 • Developers Diversified Realty Corp • Real estate investment trusts • Ohio
THIS THIRTEENTH SUPPLEMENTAL INDENTURE is entered into as of ____, by and between Developers Diversified Realty Corporation, an Ohio corporation (the “Company”), and U.S. Bank National Association (the “Trustee”), a national banking association organized and existing under the laws of the United States, as successor trustee to U.S. Bank Trust National Association, as successor to National City Bank.
DEVELOPERS DIVERSIFIED REALTY CORPORATION (an Ohio corporation) 9,500,000 Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • March 4th, 2011 • Developers Diversified Realty Corp • Real estate investment trusts • New York
Developers Diversified Realty Corporation, an Ohio corporation (the “Company”), and Citigroup Global Markets Inc. as agent for one of its affiliates (“Citigroup”) and Morgan Stanley & Co. Incorporated as agent for one of its affiliates (“Morgan Stanley” and, together with Citigroup, the “Forward Sellers”), at the Company’s request in connection with the letter agreement dated the date hereof between the Company and CitiBank, N.A., acting through Citigroup as agent (the “Citi Forward Agreement”) and the letter agreement dated the date hereof between the Company and Morgan Stanley & Co. International plc, acting through Morgan Stanley as agent (the “MS Forward Agreement” and, together with the Citi Forward Agreement, the “Forward Agreements”), each relating to the forward sale by the Company, of a number of common shares, par value $0.10 per share, of the Company (“Common Shares”) equal to the number of Common Shares to be borrowed and sold by each of the Forward Sellers pursuant to this
CONFIRMATIONConfirmation • March 4th, 2011 • Developers Diversified Realty Corp • Real estate investment trusts • Ohio
This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to an agreement in the form of the 1992 ISDA Master Agreement (Multicurrency-Cross Border) (“ISDA Agreement”) as if we had executed an agreement in such form on the Trade Date of the first such Transaction between you and us, and such agreement shall be considered the “Agreement” hereunder. The parties hereby agree that no Transaction other than the Transaction to which this Confirmation relates shall be governed by the Agreement.
CONFIRMATIONConfirmation of Issuer Forward Sale Transaction • March 4th, 2011 • Developers Diversified Realty Corp • Real estate investment trusts • Ohio
This Confirmation evidences a complete binding agreement between you and us as to the terms of the Transaction to which this Confirmation relates. This Confirmation shall supplement, form a part of, and be subject to an agreement in the form of the 1992 ISDA Master Agreement (Multicurrency-Cross Border) (“ISDA Agreement”) as if we had executed an agreement in such form on the Trade Date of the first such Transaction between you and us, and such agreement shall be considered the “Agreement” hereunder. The parties hereby agree that no Transaction other than the Transaction to which this Confirmation relates shall be governed by the Agreement.
