FOURTH AMENDMENT TO CREDIT AGREEMENT
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THIS FOURTH AMENDMENT TO CREDIT AGREEMENT is made and entered
into as of the 1st day of January, 1997 by and among FOREST CITY RENTAL
PROPERTIES CORPORATION, an Ohio corporation ("Borrower"), NATIONAL CITY BANK,
THE HUNTINGTON NATIONAL BANK, COMERICA BANK, FIRST NATIONAL BANK OF OHIO, and
KEYBANK NATIONAL ASSOCIATION, f/k/a/ SOCIETY NATIONAL BANK (collectively the
"Banks" and individually a "Bank"), and KEYBANK NATIONAL ASSOCIATION, f/k/a/
SOCIETY NATIONAL BANK, as Agent for the Banks (the "Agent").
W I T N E S S E T H:
WHEREAS, Borrower, the Banks, and the Agent entered into a
certain Credit Agreement dated as of July 25, 1994 (the "Credit Agreement"); and
WHEREAS, the Borrower, the Banks, and the Agent have entered into
First, Second, and Third Amendments to Credit Agreement dated as of September
12, 1995, April 4, 1996, and December 18, 1996, respectively, amending the
Credit Agreement as therein provided; and
WHEREAS, Borrower, the Banks, and the Agent desire to make
certain additional amendments to the Credit Agreement on the terms and
conditions herein set forth;
NOW, THEREFORE, it is mutually agreed as follows:
1. AMENDMENTS. Borrower acknowledges that certain amendments of
the Guaranty have been, with Borrower's advance knowledge, entered into by
and among Guarantor, the Banks and the Agent from time to time. The
Agreement is hereby amended by adding to the copy of the Guaranty attached
as Exhibit B to the Agreement a copy of such amendments, namely, the First,
Second, and Third Amendments to the Guaranty, dated as of September 12,
1995, April 4, 1996, and December 18, 1996, respectively, the letter
agreement dated as of May 22, 1997, and the Fourth Amendment to the
Guaranty of even date herewith. A copy of each such amendment is attached
hereto as Exhibit A to this Fourth Amendment.
2. DEFINITIONS. Terms used in this Fourth Amendment to Credit
Agreement that are defined in the Credit Agreement shall have the
respective meanings ascribed to them in the Credit Agreement.
3. REPRESENTATIONS AND WARRANTIES. Borrower represents and
warrants to the Agent and each of the Banks that all of the representations
and warranties of the Borrower set forth in Article VIII of the Credit
Agreement are true and correct on and as of the date hereof and that no
Event of Default or Possible Default exists on such date.
4. NO WAIVER. The execution and delivery of the Fourth Amendment
to Credit Agreement by the Agent and the Banks shall not constitute a
waiver of release of any obligation or liability of the Borrower under the
Credit Agreement as in effect prior to the effectiveness of this Fourth
Amendment to Credit Agreement or as amended hereby or waive or release any
Event of Default or Possible Default existing at any time.
5. CONDITIONS TO EFFECTIVENESS. The amendments to the Credit
Agreement herein provided for shall become effective upon receipt by the
Agent and the Banks of such opinions of counsel to the Borrower and the
Parent, certified copies of resolutions of the boards of directors of the
Borrower and the Parent, and such other documents as shall be required by
the Agent, the Banks, or their respective counsel to evidence and confirm
the due authorization, execution, and delivery of this Fourth Amendment to
Credit Agreement.
6. CONFIRMATION OF CREDIT AGREEMENT. The Borrower, the Agent, and
the Banks hereby confirm that the Credit Agreement is in full force and
effect on the date hereof, and that, upon the amendments herein provided
becoming effective, the Credit Agreement will continue in full force and
effect in accordance with its terms, as hereby amended.
IN WITNESS WHEREOF, the parties hereto, each by an officer
thereunto duly authorized, have caused this Fourth Amendment to Credit Agreement
to be executed and delivered as of the date first above written.
FOREST CITY RENTAL NATIONAL CITY BANK
PROPERTIES CORPORATION
By:__________________________ By:__________________________
Xxxxxx X. Xxxxx Xxxxxxx X. XxXxxx
Title: Senior Vice President, Title: Senior Vice President
Chief Financial Officer, and
Secretary
THE HUNTINGTON NATIONAL BANK COMERICA BANK
By:__________________________ By:_________________________
Xxxxx X. Xxxxx Xxxxx X. Xxxxxxxx
Title: Senior Vice President Title: Vice President
FIRST NATIONAL BANK OF OHIO KEYBANK NATIONAL ASSOCIATION
Individually and as Agent
By:_________________________ By:_________________________
Xxxx X. Xxxxxxx Xxxxxxx X. Xxxxx
Title: Vice President Title: Vice President
