“Business Day” in each place that it appears therein and replacing it in each case with thephrase “Cleveland Banking Day”.          (c) Amendment of Definition of “Interest Period”. The definition of “Interest Period”contained in Article I of the Credit Agreement shall be amended by deleting, in its entirety, thefirst paragraph contained therein and replacing it with the following:          **“Interest Period”**shall mean a period of one, two, three, six or nine months or oneyear (as selected by the Borrower) commencing on the applicable borrowing, continuation orconversion date of each Loan subject to the LIBOR Rate Option and each Interest Periodoccurring thereafter with respect to such Loan shall commence on the day on which theimmediately preceding Interest Period expires; provided, that if any such Interest Periodwould be affected by a reduction in the Total Revolving Loan Commitments as provided inSection 5.07(b) hereof, prepayment rights as provided in Section 5.05 hereof or the maturityof the Loans as provided in Section 2.06 hereof, such Interest Period shall, withoutaffecting the Borrower’s obligations, if any, to pay to the Banks the LIBOR breakagecompensation set forth in Section 5.05 hereof, be shortened to end on the date of suchreduction, prepayment or maturity. Notwithstanding anything to the contrary containedabove:          (d) Amendment of Definition of “Net Operating Income”. The definition of “NetOperating Income” contained in Article I of the Credit Agreement shall be amended by deleting it inits entirety and replacing it with the following:          **“Net Operating Income”**shall mean for any relevant period, the excess of theBorrower’s revenues over the Borrower’s operating expenses; provided, however, Net OperatingIncome (a) shall not include any gains or losses from the sale of income producing realproperty, other than gains or losses obtained from the sale of outlot parcels up to a totalmaximum aggregate amount of $20,000,000 for the immediately preceding four consecutivequarters, (b) shall include adjustments for cash flow of properties pursuant to which theBorrower is receiving a preferred return over and above its ownership percentage in suchproperties, (c) shall not include any gains resulting from the re-appraisal or write-up ofany assets or with respect to derivatives, (d) shall not include non-cash expenses incurredin connection with stock-based compensation or as a result of development projectwrite-offs, early extinguishment of Indebtedness and derivative losses and (e) shall notinclude other extraordinary, unusual or non-recurring gains, losses or expenses to theextent such gains, losses or expenses are disclosed or reported in the Form 8-K that isfurnished to the Securities and Exchange Commission with respect to such period, in eachcase (including, without limitation, the calculation of revenues and operating expenses) asdetermined in accordance with the Pro Rata Consolidation Method.          (e) Amendment of Definition of “Pro Rata Consolidation Method”. The definition of“Pro Rata Consolidation Method” contained in Article I of the Credit Agreement shall be amended bydeleting it in its entirety and replacing it with the following:          **“Pro Rata Consolidation Method”**shall mean the pro rata method of consolidation asfully reconciled to GAAP and as reported on each Form 8-K that is furnished by the Guarantor(or on its behalf) to the Securities and Exchange Commission.          (f) Addition of Definition of “LIBOR Breakage Rate”. Article I of the CreditAgreement shall be amended by adding in its appropriate alphabetical place, the followingdefinition for “LIBOR Breakage Rate”:          **“LIBOR Breakage Rate”**shall have the meaning set forth in Section 5.05(b) hereof.          (g) Addition of Definition of “Taxes”. Article I of the Credit Agreement shall beamended by adding in its appropriate alphabetical place, the following definition for “Taxes”:          **“Taxes”**shall have the meaning set forth in Section 4.07 hereof.
 

 
          (h) Deletion of Definition of “Prepayment Premium Rate”. Article I of the CreditAgreement shall be amended by deleting the definition of “Prepayment Premium Rate”.     3. **AMENDMENT TO CERTAIN PROVISIONS REFERRING TO “CO-DOCUMENTATION AGENTS”**. Eachreference to “Co-Documentation Agents” in the Credit Agreement is hereby deleted and shall bereplaced with the term “Documentation Agent”.     4. **AMENDMENTS TO ARTICLE II OF THE CREDIT AGREEMENT**. Article II of the CreditAgreement shall be amended as follows:          (a) Amendment of Section 2.01. Section 2.01 of the Credit Agreement shall be amendedby (i) adding the phrase “plus the Permitted Non-Affiliate Loan Reserve” immediately after thephrase “plus the Swing Line Exposure” contained in the first sentence thereof, and (ii) adding thephrase “and of the Permitted Non-Affiliate Loan Reserve” immediately after the phrase “LCObligations then outstanding” contained in the second sentence thereof.     (b) Amendment of Section 2.03(a). Section 2.03(a) of the Credit Agreement shall beamended by adding the phrase “minus such Bank’s Pro rata share of the Permitted Non-Affiliate LoanReserve” immediately after the phrase “Commitment of such Bank” contained in the second sentencethereof, but leaving it the same in all other respects.          (c) Amendment to Section 2.07(a). Section 2.07(a) of the Credit Agreement shall beamended by deleting the word “to” contained in the last sentence thereof and replacing it with theword “from”, but leaving it the same in all other respects.     5. **AMENDMENTS TO ARTICLE III OF THE CREDIT AGREEMENT**. Article III of the CreditAgreement shall be amended as follows:          (a) Amendment of Section 3.01(a). Section 3.01(a) of the Credit Agreement shall beamended by deleting the word “to” immediately following the word “available” contained in the firstsentence thereof and replacing it with the phrase “for the account of”.          (b) Amendment of Section 3.01(a). Section 3.01(a) of the Credit Agreement shall beamended by deleting the third sentence contained therein, in its entirety, and replacing it withthe following:          The Borrower shall pay a fee for each letter of credit to the Agent for the pro ratabenefit of the Banks, upon issuance of each letter of credit and, thereafter, upon theannual anniversary of the issuance of each such letter of credit remaining outstanding, inthe amount of the Indicated Spread for Revolving Loans under the LIBOR Rate Option on thestated amount of the letter of credit; provided that, the Agent shall be entitled to..125% of such fee prior to the distribution of the balance of such fee to the Banks based ontheir Pro rata shares.          (c) Amendment of Section 3.01(b). Section 3.01(b) of the Credit Agreement shall beamended by (i) deleting the phrase “to the extent of” contained in the first sentence thereof andreplacing it with the phrase “based on”, (ii) deleting the phrase “of the Total Revolving LoanCommitments” contained in the first sentence thereof, and (iii) deleting the sixth sentencecontained therein, in its entirety, and replacing it with the following:          The Agent shall also be entitled to recover from the Bank or the Borrower, as the casemay be, interest on such corresponding amount in respect of each day from the date suchcorresponding amount was paid by the Agent to the date such corresponding amount isrecovered by the Agent at a rate per annum equal to (i) if paid by such Bank, the overnightFederal Funds Effective Rate or (ii) if paid by the Borrower, the rate of interest thenapplicable to Revolving Loans subject to the Base Rate Option, calculated in accordance withArticle IV.
 

 
     6. **AMENDMENTS TO ARTICLE IV OF THE CREDIT AGREEMENT**. Article IV of the CreditAgreement shall be amended as follows:          (a) Amendment of Section 4.02. Section 4.02 of the Credit Agreement shall be amendedby deleting it in its entirety and replacing it with the following:          SECTION 4.02. INTEREST PERIODS. The Borrower shall have the option to selectand advise the Agent of the Interest Periods the Borrower has selected for Revolving Loansnot less than three (3) Cleveland Banking Days prior to (a) the Restatement Effective Date,for the Revolving Loans to be made on the Restatement Effective Date, (b) each InterestAdjustment Date, (c) the date any Revolving Loans are to be made subsequent to theRestatement Effective Date, and (d) any date on which the Borrower desires to have anyportion of the principal of the Revolving Loans not subject to the LIBOR Rate Option becomesubject to the LIBOR Rate Option, provided, that Revolving Loans subject to the BaseRate Option may not be converted into Revolving Loans subject to the LIBOR Rate Option andRevolving Loans subject to the LIBOR Rate Option may not be continued as Revolving Loanssubject to the LIBOR Rate Option if an Event of Default is in existence on the date of suchconversion or continuation. Each Interest Period selected shall apply to not less than$500,000 in principal amount of the Revolving Loans; provided, that at no time shallthere be more than ten (10) Revolving Loans outstanding at any time, whether subject to theBase Rate Option or the LIBOR Rate Option. The principal amount subject to each InterestPeriod shall be deemed distributed among the Banks, based on their Pro rata shares, withrespect to the respective Revolving Loans to which the Interest Period applies. If theBorrower fails to timely select any Interest Period, the Borrower shall be deemed to haveelected to convert such Loan to a Loan subject to the Base Rate Option, effective as of theexpiration date of such current Interest Period.          (b) Amendment of Section 4.06. Section 4.06 of the Credit Agreement shall be amendedby deleting it in its entirety and replacing it with the following:          SECTION 4.06. RESERVES OR DEPOSIT REQUIREMENTS, ETC. If at any time any law,treaty, regulation (including, without limitation, Regulation D of the Board of Governors ofthe Federal Reserve System), governmental rule or order (whether or not having force of law)or the interpretation or administration thereof by any governmental authority charged withthe administration thereof or any central bank or other fiscal, monetary or other authorityshall impose, modify or deem applicable any reserve and/or special deposit requirementagainst assets held by, or deposits in or for the amount of any Loans by, any Bank, and theresult of the foregoing is to increase the cost (whether by incurring a cost or adding to acost) to such Bank of making or maintaining Loans hereunder or to reduce the amount ofprincipal or interest received by such Bank with respect to such Loans, then upon demand bysuch Bank the Borrower shall pay to such Bank from time to time on each interest paymentdate with respect to such Loans, as additional consideration hereunder, additional amountssufficient to fully compensate and indemnify such Bank for such increased cost or reducedamount, assuming (which assumption such Bank need not corroborate) such additional cost orreduced amount were allocable to such Loans. A statement as to the increased cost orreduced amount as a result of any event mentioned in this Section 4.06, setting forth thecalculations therefor, shall be submitted by such Bank to the Borrower not later than onehundred fifty (150) days after the events giving rise to the same occurred and shall, in theabsence of manifest error, be conclusive and binding as to the amount thereof.Notwithstanding any other provision of this Agreement, after any such demand forcompensation by any Bank, the Borrower, upon at least one (1) Cleveland Banking Day’s priorwritten notice to such Bank through the Agent, may prepay all Loans in full regardless ofthe Interest Period of any thereof. Any such prepayment of Loans subject to the LIBOR RateOption shall be subject to the LIBOR breakage compensation set forth in Section 5.05 hereof.          (c) Amendment of Section 4.07. Section 4.07 of the Credit Agreement shall be amendedby (i) deleting the phrase “shall be subject to the prepayment premium” contained in the lastsentence of the third paragraph thereof and replacing it with the phrase “of Loans subject to theLIBOR Rate Option shall be subject to the LIBOR breakage compensation” and (ii) adding a new fourthparagraph to the end of such Section 4.07 as follows:
 

 
          All payments made by the Borrower hereunder or under any Note will be made free andclear of, and without deduction or withholding for, any present or future taxes, levies,imposts, duties, fees, assessments or other charges of whatever nature now or hereafterimposed by any jurisdiction or by any political subdivision or taxing authority thereof ortherein with respect to such payments (but excluding, except as provided in the secondsucceeding sentence, any tax imposed on or measured by the net income or net profits of aBank and franchise taxes imposed on it pursuant to the laws of the jurisdiction under whichsuch Bank is organized or the jurisdiction in which the principal office or the domesticlending office of such Bank, as applicable, is located or any subdivision thereof ortherein) and all interest, penalties or similar liabilities with respect to suchnon-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all suchnon-excluded taxes, levies, imposts, duties, fees, assessments or other charges beingreferred to collectively as “Taxes”). If any Taxes are so levied or imposed, the Borroweragrees to pay the full amount of such Taxes and such additional amounts as may be necessaryso that every payment by it of all amounts due hereunder or under any Note, afterwithholding or deduction for or on account of any Taxes will not be less than the amountprovided for herein or in such Note. If any amounts are payable in respect of Taxespursuant to the preceding sentence, the Borrower agrees to reimburse each Bank, upon thewritten request of such Bank, for taxes imposed on or measured by the net income or profitsof such Bank by reason of the payment of such Taxes and net of any tax benefits received bysuch Bank pursuant to the laws of the jurisdiction in which such Bank is organized or inwhich the principal office or domestic lending office of such Bank is located, as the casemay be, or under the laws of any political subdivision or taxing authority of any suchjurisdiction in which the principal office or the domestic lending office of such Bank islocated, as the case may be, and for any withholding of income or similar taxes imposed bythe United States of America as such Bank shall determine are payable by, or withheld from,such Bank in respect of such amounts so paid to or on behalf of such Bank pursuant to thepreceding sentence and in respect of any amounts paid to or on behalf of such Bank pursuantto this sentence, which request shall be accompanied by a statement from such Bank settingforth, in reasonable detail, the computations used in determining such amounts. TheBorrower will furnish to the Agent, on behalf of the applicable Bank, within 45 days afterthe date the payment of any Taxes, or any withholding or deduction on account thereof, isdue pursuant to applicable law copies of tax receipts (certified, if available), or otherevidence reasonably satisfactory to the applicable Bank, evidencing such payment by theBorrower. The Borrower will indemnify and hold harmless the Agent and each Bank, andreimburse the Agent or such Bank upon its written request, for the amount of any Taxes solevied or imposed and paid or withheld by the Agent or such Bank that are the obligations ofthe Borrower pursuant to this Section 4.07.          (d) Amendment of Section 4.09. Section 4.09 of the Credit Agreement shall be amendedby adding the phrase “each Bank and” immediately before each reference to “the Borrower” containedtherein, but leaving it the same in all other respects.          (e) Amendment of Section 4.10. Section 4.10 of the Credit Agreement shall be amendedby deleting each reference to the phrase “law, treaty, regulation, governmental rule, guideline,order or request” contained therein and replacing it with the phrase “law, treaty, regulation,governmental rule or order”, and by deleting the last sentence contained therein, in its entirety,and replacing it with the following:          Any such prepayment of Loans subject to the LIBOR Rate Option may be made withoutpayment of the LIBOR breakage compensation provided for in Section 5.05 hereof, but theBorrower shall compensate such Bank(s) for any other costs or expenses relating to such Loanincurred in connection with the events provided for in this Section on written request tothe Borrower describing such costs or expenses.          (f) Addition of New Section 4.12. Article IV of the Credit Agreement shall be amendedby adding a new Section 4.12 as follows:          SECTION 4.12. CAPITAL ADEQUACY. If any Bank shall have determined, on areasonable basis (which determination shall, absent manifest error, be final and conclusiveand binding on all parties hereto), after the date of this Agreement, that the adoption ofor any change in any applicable law, rule or regulation regarding capital adequacy, or anychange in the interpretation or administration thereof by any governmental authority,central bank or comparable agency charged with the interpretation
 

 
or administration thereof, or compliance by such Bank (or its lending office) with anyrequest or directive regarding capital adequacy (whether or not having the force of law) ofany such authority, central bank or comparable agency, has or would have the effect ofreducing the rate of return on such Bank’s capital (or the capital of its holding company)as a consequence of its obligations hereunder to a level below that which such Bank (or itsholding company) could have achieved but for such adoption, change or compliance (takinginto consideration such Bank’s policies or the policies of its holding company with respectto capital adequacy) by an amount deemed by such Bank to be material, then from time totime, within 30 days after delivery to the Borrower by such Bank of a certificate settingforth such calculation, the Borrower shall pay to such Bank such additional amount oramounts as will compensate such Bank (or its holding company) for such reduction. Such Bankshall designate a different lending office if such designation will avoid the need for, orreduce the amount of, such compensation and will not, in the judgment of such Bank, beotherwise disadvantageous to it. A certificate of any Bank claiming compensation under thisSection and setting forth the additional amount or amounts to be paid to it hereunder shallbe conclusive absent manifest error as to the amount or amounts owing to such Bank. Indetermining such amount, the Banks may use any reasonable averaging and attribution methods.Failure on the part of any Bank to demand compensation for any reduction in return oncapital with respect to any period shall not constitute a waiver of such Bank’s rights todemand compensation for any reduction in return on capital in such period or in any otherperiod. The protection of this Section shall be available to the Banks regardless of anypossible contention of the invalidity or inapplicability of the law, regulation or othercondition which shall have been imposed.          (g) Addition of New Section 4.13. Article IV of the Credit Agreement shall be amendedby adding a new Section 4.13 as follows:          SECTION 4.13. LIMITATIONS ON CLAIMS. Notwithstanding anything in thisAgreement to the contrary, (a) no Bank shall be entitled to compensation or payment orreimbursement under Section 4.06, 4.07, 4.10 or 4.12 for any amounts incurred or accruingmore than 120 days prior to the giving of notice to the Borrower of additional costs orother amounts of the nature described in such Sections and (b) no Bank shall be entitled tocompensation for any reduction referred to in Section 4.12 if it shall not at the time bethe general policy or practice of such Bank to demand such compensation in similarcircumstances under comparable provisions of other credit agreements.     7. **AMENDMENTS TO ARTICLE V OF THE CREDIT AGREEMENT**. Article V of the Credit Agreementshall be amended as follows:          (a) Amendment of Section 5.01(a). Section 5.01(a) of the Credit Agreement shall beamended by deleting the phrase “two (2)” and replacing it with the phrase “three (3)”, but leavingit the same in all other respects.          (b) Amendment of Section 5.03(c). Section 5.03(c) of the Credit Agreement shall beamended by deleting the word “and” at the end of such subsection (c), but leaving it the same inall other respects.          (c) Amendment of Section 5.03(d). Section 5.03(d) of the Credit Agreement shall beamended by deleting the period at the end of such subsection (d) and replacing it with “; and”, butleaving it the same in all other respects.          (d) Addition of New Section 5.03(e). Section 5.03 of the Credit Agreement shall beamended by adding a new Section 5.03(e) as follows:          (e) the representations and warranties of the Parent contained in Section 7 of theGuaranty being true and correct in all material respects with the same force and effect asif made on and as of the date of such Loan or such letter of credit, as applicable, exceptto the extent that any thereof expressly relate to an earlier date.
 

 
          (e) Amendment of Section 5.03. Section 5.03 of the Credit Agreement shall be amendedby deleting the phrase “subsections (b), (c) and (d)” contained in the last paragraph thereof andreplacing it with the phrase “subsections (b), (c), (d) and (e)”, but leaving it the same in allother respects.          (f) Amendment of Section 5.04(a). Section 5.04(a) of the Credit Agreement shall beamended by deleting, in its entirety, the fourth sentence contained therein and replacing it withthe following:          The Agent shall distribute to each Bank entitled thereto its Pro rata share of theamount of principal, interest and other amounts received by it for the account of such Bankon the same day the Agent receives payment thereof from the Borrower in immediatelyavailable funds, unless the Agent does not receive such payment from the Borrower untilafter 12:00 noon, in which case the Agent shall make payment thereof to the Banks entitledthereto on the next Cleveland Banking Day.          (g) Amendment of Section 5.05(a). Section 5.05(a) of the Credit Agreement shall beamended by deleting the first parenthetical contained therein and replacing it with the followingparenthetical, but leaving it the same in all other respects:          (subject to the payment of LIBOR breakage compensation as hereinafter described in thisSection 5.05 with respect to Loans subject to the LIBOR Rate Option).          (h) Amendment of Section 5.05(b). Section 5.05(b) of the Credit Agreement shall beamended by deleting it in its entirety and replacing it with the following:          (b) The Borrower agrees that if LIBOR as determined as of 11:00 a.m. London time, two(2) London Banking Days’ prior to the date of prepayment or acceleration of any Loans(hereinafter, “Prepayment LIBOR”) shall be lower than the last LIBOR previously determinedfor those Loans accruing interest at LIBOR with respect to which prepayment is intended tobe made or that are accelerated prior to the end of the applicable Interest Period(hereinafter, “Last LIBOR”), then the Borrower shall, upon written notice by the Agent,promptly pay to the Agent, for the account of each of the Banks, in immediately availablefunds, LIBOR breakage compensation measured by a rate (the “LIBOR Breakage Rate”) whichshall be equal to the difference between the Last LIBOR and the Prepayment LIBOR. Indetermining the Prepayment LIBOR payable to each Bank, the Agent shall apply a rate for eachBank equal to LIBOR for a deposit approximately equal to each Bank’s portion of suchprepayment or accelerated balance which would be applicable to an Interest Period commencingon the date of such prepayment or acceleration and having a duration as nearly equal aspracticable to the remaining duration of the actual Interest Period during which suchacceleration occurs or prepayment is to be made. In addition, the Borrower shallimmediately pay directly to each Bank the amount claimed as additional costs or expenses(including, without limitation, cost of telex, wires, or cables) incurred by such Bank inconnection with the prepayment or acceleration upon the Borrower’s receipt of a writtenstatement from such Bank. The LIBOR Breakage Rate shall be applied to all or such part ofthe principal amounts of the Notes that relate to the Loans subject to the LIBOR Rate Optionto be prepaid, or that are accelerated and the LIBOR breakage compensation shall be computedfor the period commencing with the date on which such prepayment is to be made oracceleration occurs to that date which coincides with the last day of the Interest Periodpreviously established when the Loans subject to the LIBOR Rate Option, which are to beprepaid or are accelerated, were made. Each voluntary prepayment of a Loan shall be in theaggregate principal sum of not less than One Million Dollars ($1,000,000) (except in thecase of a Loan initially made in an aggregate amount less than One Million Dollars($1,000,000)) and, if greater, in an integral multiple of Two Hundred Fifty Thousand Dollars($250,000). In the event the Borrower cancels a proposed Loan subject to the LIBOR RateOption subsequent to the delivery to the Agent of a Notice of Borrowing with respect to suchLoan, but prior to the draw down of funds thereunder, or the continuation or conversion of aLoan subject to the LIBOR Rate Option does not occur for any reason (other than a default bya Bank or the Agent), such cancellation or failure to continue or convert shall be treatedas a prepayment subject to the aforementioned LIBOR breakage compensation.          (i) Amendment of Section 5.07(b). Section 5.07(b) of the Credit Agreement shall beamended by deleting it in its entirety and replacing it with the following:
 

 
          (b) The Borrower shall have the right at all times to permanently reduce the TotalRevolving Loan Commitments in whole or in part by giving written notice of the reduction tothe Agent at least one Cleveland Banking Day prior to the reduction, each such reduction tobe in an amount equal to at least $10,000,000, or the then Total Revolving Loan Commitmentsif the then Total Revolving Loan Commitments are less than $10,000,000. Each such reductionshall reduce each Bank’s Commitment by an amount based on their Pro rata shares of the TotalRevolving Loan Commitments in effect immediately prior to such reduction. Concurrently witheach reduction, the Borrower shall prepay the amount, if any, together with interest thereonby which the sum of the aggregate unpaid principal amount of the Loans plus the LCObligations plus the Permitted Non-Affiliate Loan Reserve exceeds the Total Revolving LoanCommitments as so reduced in accordance with Section 5.05 of this Agreement.     8. **AMENDMENTS TO ARTICLE VIII OF THE CREDIT AGREEMENT**. Article VIII of the CreditAgreement shall be amended as follows:          (a) Amendment of Section 8.04(a). Section 8.04(a) of the Credit Agreement shall beamended by adding the phrase “and letters of credit issued hereunder” immediately after the word“hereunder” contained therein, but leaving it the same in all other respects.          (b) Amendment of Section 8.04(c). Section 8.04(c) of the Credit Agreement shall beamended by deleting the phrases “Business Days” and “Business Day” contained therein and replacingthem with the phrases “Cleveland Banking Days” and “Cleveland Banking Day”, respectively, butleaving it the same in all other respects.          (c) Amendment to Section 8.05(a). Section 8.05(a) of the Credit Agreement shall beamended by deleting the phrase “Section 7.10” contained therein and replacing it with the phrase“Sections 7.04 and/or 7.10”, but leaving it the same in all other respects.          (d) Amendment to Section 8.15(b)(iii)(3). Section 8.15(b)(iii)(3) of the CreditAgreement shall be amended by deleting the phrase “Revolving Loans” contained therein and replacingit with the word “Debt”, but leaving it the same in all other respects.          (e) Amendment to Section 8.16(b)(iii). Section 8.16(b)(iii) of the Credit Agreementshall be amended by deleting the phrase “their Notes” contained therein and replacing it with thephrase “their 2006 Puttable Senior Notes”, but leaving it the same in all other respects.     9. **AMENDMENTS TO ARTICLE IX OF THE CREDIT AGREEMENT**. Article IX of the CreditAgreement shall be amended as follows:          (a) Amendment of Section 9.17. Section 9.17 of the Credit Agreement shall be amendedby deleting the phrase “The proceeds of the Loans will not be used” contained in the secondsentence thereof, and replacing it with the phrase “Neither the proceeds of the Loans nor anyletter of credit issued hereunder will be used”, but leaving it the same in all other respects.          (b) Amendment of Section 9.20. Section 9.20 of the Credit Agreement shall be amendedby adding the phrase “or the issuance of any letter of credit hereunder” immediately after thephrase “proceeds of each Loan” contained therein, but leaving it the same in all other respects.     10. **AMENDMENTS TO ARTICLE X OF THE CREDIT AGREEMENT**. Article X of the CreditAgreement shall be amended as follows:          (a) Amendment of Section 10.04. Section 10.04 of the Credit Agreement shall beamended by deleting it in its entirety and replacing it with the following:          SECTION 10.04. CROSS DEFAULT. If the Borrower and/or any Subsidiary defaults(a) in any payment of principal or interest due and owing upon any Indebtedness (other thanthe Debt) in
 

 
excess of $1,000,000 (whether due and owing by scheduled maturity, required prepayment,acceleration, demand or otherwise), or (b) in the case of the Borrower, in the payment orperformance of any obligation permitted to be outstanding or incurred pursuant to Sections8.04 or 8.05, 8.06, or 8.07 hereof in excess of $1,000,000, beyond any period of graceprovided with respect thereto or (c) in the performance of any other agreement, term orcondition contained in any agreement under which any such obligation is created, if theeffect of such default under this clause (c) is to accelerate the maturity of the relatedIndebtedness or to permit the holder thereof to cause such Indebtedness to become due priorto its stated maturity or to foreclose on any lien on property of the Borrower securing thesame, except that defaults in payment or performance of non-recourse obligations of theBorrower or any Subsidiary shall not constitute Events of Default under this Section 10.04unless such defaults have, individually or in the aggregate, a Material Adverse Effect onthe Borrower.          (b) Amendment of Section 10.06(a)(iv). Section 10.06(a)(iv) of the Credit Agreementshall be amended by adding the phrase “(the “Bankruptcy Code”), whether in a voluntary orinvoluntary case or proceeding” immediately after the phrase “from time to time” contained therein,but leaving it the same in all other respects.          (c) Amendment of Section 10.07(e). Section 10.07(e) of the Credit Agreement shall beamended deleting the phrase “Title 11 of the United States Code, as the same may be amended fromtime to time (the “Bankruptcy Code”)” contained therein and replacing it with the phrase “theBankruptcy Code, whether in a voluntary or involuntary case or proceeding”, but leaving it the samein all other respects.          (d) Amendment to Section 10.10. Section 10.10 of the Credit Agreement shall beamended by deleting it in its entirety and replacing it with the following:          SECTION 10.10. DEFAULT UNDER GUARANTY, SENIOR NOTES OR 2006 PUTTABLE SENIORNOTES. If an Event of Default (as defined in the Guaranty) has occurred and iscontinuing or the Guaranty shall for any reason cease to be valid and binding against theParent or the Parent shall so state in writing. If the Parent defaults in the payment orperformance of any obligation under any of the Senior Notes, the 2006 Puttable Senior Notes,the Indenture or the 2006 Indenture (after giving effect to any applicable grace periods),or in the performance of any other agreement, covenant, term or condition in any of theSenior Notes the 2006 Puttable Senior Notes, the Indenture or the 2006 Indenture (aftergiving effect to any applicable grace periods).     11. **AMENDMENTS TO ARTICLE XIII OF THE CREDIT AGREEMENT**. Article XIII of the CreditAgreement shall be amended as follows:          (a) Amendment to Section 13.08(a). Section 13.08(a) of the Credit Agreement shall beamended by (i) deleting the phrase “assign its rights hereunder” contained in the first sentencethereof and replacing it with the phrase “assign any of its rights or obligations hereunder” and(ii) deleting the phrase “payable by such Bank” contained in the second sentence thereof andreplacing it with the phrase “payable to such Bank”.          (b) Amendment to Section 13.08(d). Section 13.08(d) of the Credit Agreement shall beamended by deleting the phrase “Administrative Agent” contained therein and replacing it with theword “Agent”, but leaving it the same in all other respects.     12. **REPRESENTATIONS AND WARRANTIES**. The Borrower represents and warrants to theAgents and each of the Banks as follows:          (a) INCORPORATION OF REPRESENTATIONS AND WARRANTIES. Each and every representationand warranty made by the Borrower in Article IX of the Credit Agreement is incorporated herein asif fully rewritten herein at length and is true, correct and complete as of the date hereof (aftergiving effect to any revisions to Schedule 9.22 or Schedule 9.23 that may have been delivered tothe Agents on or before the Amendment Closing Date (as hereinafter defined)).
 

 
          (b) REQUISITE AUTHORITY. The Borrower has all requisite power and authority toexecute and deliver and to perform its obligations in respect of this Amendment and each and everyother agreement, certificate, or document required by this Amendment. The Borrower has allrequisite power and authority to perform its obligations under the Credit Agreement as amended bythis Amendment.          (c) DUE AUTHORIZATION; VALIDITY. The Borrower has taken all necessary action toauthorize the execution, delivery, and performance by it of this Amendment and every otherinstrument, document, and certificate relating thereto. This Amendment has been duly executed anddelivered by the Borrower and is the legal, valid, and binding obligation of the Borrowerenforceable against it in accordance with its terms.          (d) NO CONSENT. No consent, approval, or authorization of, or registration with, anygovernmental authority or other Person is required in connection with the execution, delivery andperformance by the Borrower of this Amendment and the transactions contemplated hereby.          (e) NO DEFAULTS. After giving effect to this Amendment, no event has occurred and nocondition exists which, with the giving of notice or the lapse of time, or both, would constitutean Event of Default or Possible Default under the Credit Agreement.     13. **CONDITIONS TO EFFECTIVENESS OF AMENDMENT**.          (a) CLOSING CONDITIONS. Except as otherwise expressly provided in this Amendment,prior to or concurrently with the Amendment Closing Date (as hereinafter defined), and asconditions precedent to the effectiveness of the amendments to the Credit Agreement provided forherein, the following actions shall be taken, all in form and substance satisfactory to the Agentsand the Banks and their respective counsel:               (i) LOAN DOCUMENTS AND CORPORATE DOCUMENTS. The Borrower shall deliver or cause to bedelivered to the Agents and the Banks the following documents, in all cases duly executed, anddelivered by the Borrower and/or the Parent, and/or certified, as the case may be:               (A) Certified copy of the resolutions of the board of directors of the Borrowerevidencing approval of the execution, delivery and performance of this Amendment;               (B) Certified copy of the resolutions of the board of directors of the Parentevidencing approval of the execution, delivery and performance of the First Amendment toAmended and Restated Guaranty of Payment of Debt, dated as of even date herewith (the “FirstAmendment to Guaranty”);               (C) A good standing certificate, dated as of a recent date, from the Secretary of Stateof the State of Ohio for the Borrower;               (D) A good standing certificate, dated as of a recent date, from the Secretary of Stateof the State of Ohio for the Parent;               (E) A certificate of the secretary or assistant secretary of the Borrower certifyingthe names of the officers of the Borrower authorized to sign this Amendment, together withthe true signatures of such officers;               (F) A certificate of the secretary or assistant secretary of the Parent certifying thenames of the officers of the Parent authorized to sign the First Amendment to Guaranty,together with the true signatures of such officers;               (G) Counterparts of this Amendment, executed and delivered by the Borrower, the Agents,and the Banks and of the Consent of Guarantor to this Amendment executed and delivered bythe Parent;
 

 
               (H) Copies of the Articles of Incorporation and Code of Regulations of the Borrower,certified by the secretary or the assistant secretary of the Borrower as being true andcomplete as of the Amendment Closing Date;               (I) Copies of the Articles of Incorporation and Code of Regulations of the Parent,certified by the secretary or the assistant secretary of the Parent as being true andcomplete as of the Amendment Closing Date; and               (J) Counterparts of the First Amendment to Guaranty, executed and delivered by theParent, the Agents and the Banks.               (ii) OPINION OF COUNSEL FOR PARENT. The Borrower shall deliver or caused to bedelivered to the Agents and the Banks a favorable opinion of counsel for the Parent as to the dueauthorization, execution, and delivery, and legality, validity and enforceability of the FirstAmendment to Guaranty and such other matters as the Agents or the Banks may request.               (iii) OPINION OF COUNSEL FOR BORROWER. The Borrower shall deliver or caused to bedelivered to the Agents and the Banks a favorable opinion of counsel for the Borrower as to the dueauthorization, execution, and delivery, and legality, validity and enforceability of this Amendmentand such other matters as the Agents or the Banks may request.               (iv) PAYMENT OF FEES TO BANKS. On or before the Amendment Closing Date, the Borrowershall have paid to the Agents and the Banks all costs, fees and expenses incurred by them throughthe Amendment Closing Date in the preparation, negotiation and execution of this Amendment and theFirst Amendment to Guaranty (including, without limitation, the reasonable legal fees and expensesof Thompson Hine LLP).               (v) REVISED SCHEDULES. If necessary to make the representations and warrantiescontained in Section 16(a) above true, correct and complete, the Borrower shall have delivered tothe Agents and the Banks a new Schedule 9.22 and/or Schedule 9.23.          (b) DEFINITION. The “Amendment Closing Date” shall mean the date this Amendment isexecuted and delivered by the Borrower, the Banks and the Agents and all the conditions set forthin subsection (a) of this Section 17 have been satisfied or waived in writing by the Agents.     14. **NO WAIVER**. Except as otherwise expressly provided herein, the execution anddelivery of this Amendment by the Agents and the Banks shall not (a) constitute a waiver or releaseof any obligation or liability of the Borrower under the Credit Agreement as in effect prior to theeffectiveness of this Amendment or as amended hereby, (b) waive or release any Event of Default orPossible Default existing at any time, (c) give rise to any obligation on the part of the Agentsand the Banks to extend, modify or waive any term or condition in the Credit Agreement or any ofthe other Related Writings, or (d) give rise to any defenses or counterclaims to the right of theAgents and the Banks to compel payment of the Debt or to otherwise enforce their rights andremedies under the Credit Agreement or under any Related Writing.     15. **EFFECT ON OTHER PROVISIONS**. Except as expressly amended by this Amendment, allprovisions of the Credit Agreement continue unchanged and in full force and effect and are herebyconfirmed and ratified. All provisions of the Credit Agreement shall be applicable to thisAmendment.     16. **EXECUTION IN COUNTERPARTS**. This Amendment may be executed in any number ofcounterparts and by different parties hereto in separate counterparts, each of which when soexecuted shall be deemed to be an original and all of which, when taken together, shall constitutebut one and the same agreement. Delivery of an executed counterpart of a signature page to thisAmendment by telecopier or pdf file shall be effective as delivery of a manually executedcounterpart of this Amendment.
 

 
     17. **GOVERNING LAW**. This Amendment shall be governed by, and construed in accordancewith, the laws of the State of Ohio, without regard to its principles of conflict of laws.     18. **JURY TRIAL WAIVER**. THE BORROWER, THE AGENTS AND EACH OF THE BANKS WAIVE ANY RIGHTTO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OROTHERWISE, AMONG BORROWER, THE AGENTS AND THE BANKS, OR ANY THEREOF, ARISING OUT OF, IN CONNECTIONWITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THECREDIT AGREEMENT, THIS AMENDMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED ORDELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT IN ANYWAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY ANY BANK’S ABILITY TO PURSUE REMEDIES PURSUANT TO ANYCONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT ORAGREEMENT AMONG THE BORROWER AND THE BANKS, OR ANY THEREOF.[Remainder of page intentionally left blank.]
 

 
     IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Amended andRestated Credit Agreement to be executed and delivered as of the date set forth above, each by anofficer thereunto duly authorized.      FOREST CITY RENTAL PROPERTIES CORPORATION