fouramend




FOURTH AMENDMENT
	Exhibit 4.13e


TO



SECOND AMENDED AND RESTATED



LOAN AGREEMENT








	THIS FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT (this
"Amendment") is made as of the 7th day of September, 2004, by and between ASSOCIATED ESTATES
REALTY CORPORATION, an Ohio corporation having an address at 5025 Swetland Court, Cleveland, Ohio
44143 ("Borrower"), and NATIONAL CITY BANK, a national banking association having an address at 1900
East Ninth Street, Cleveland, Ohio 44114-3484 (the "Bank").






RECITALS





	A.  Borrower and the Bank are parties to a Second Amended and Restated Loan Agreement, dated
as of April 19, 2002, and amended by a First Amendment to Second Amended and Restated Loan Agreement
dated as of May 14, 2002 and a Second Amendment to Amended and Restated Loan Agreement dated as of
April 27, 2003 and a Third Amendment to Second Amended and Restated Loan Agreement dated September
15, 2003 (as so amended, the ("Loan Agreement"), pursuant to which the Bank agreed to extend certain
financial accommodations to Borrower on the terms and subject to the conditions set forth therein.  The
maximum principal amount of all of such financial accommodations which may be outstanding at any time (the
"Maximum Commitment") may not exceed Fourteen Million Dollars ($14,000,000).





	B.  Borrower has requested that the Bank agree to modify the Loan Agreement in order to (a) extend
the maturity date of the indebtedness advanced thereunder; (b) substitute collateral securing the indebtedness
evidenced by the Loan Agreement; and (c) to make certain other changes to the terms of the Loan Agreement
more particularly described below, and the Bank has agreed to do so on the terms set forth below.





	NOW, THEREFORE, for Ten Dollars ($10.00) and other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Borrower and the Bank agree as follows:





		1.	Certain Capitalized Terms.  Capitalized terms which are used but are not defined in this
Amendment shall have the respective meanings ascribed to them in the Loan Agreement.





		2.	Specific Amendments to the Loan Agreement.  Borrower and the Bank agree that the Loan
Agreement is amended, effective upon and as of the date hereof, in the following specific respects:





			(a)	The Mortgage on real property located in the City of Cuyahoga Falls, Summit County,
Ohio (the "Portage Towers Property") given by Borrower in favor of the Bank securing the Loan shall be released
and replaced with a mortgage on real property owned by Borrower, and located in the City of Willoughby Hills,
Lake County, Ohio (the "Winchester I Property").  Concurrently with the execution and delivery of this
Agreement, the Bank shall prepare a Release of Mortgage and Assignment of Rents and Leases in recordable
form releasing the Portage Towers property as security for the loan and Borrower shall execute and deliver to
the Bank its Open End Mortgage, Security Agreement and Assignment of Rents and Leases encumbering the
Winchester I Property as replacement security for the indebtedness evidenced by the Loan Agreement.





			(b)	Any reference to the Mortgage Property in the Loan Agreement shall include the
Winchester Property.





			(c)	The definition of the term "Termination Date", contained in Section 1 of the Loan
Agreement, is amended by deleting therefrom the reference to the date "December 31, 2004" and by replacing
that reference with the date "December 31, 2005".


					





		3.	Conditions to Amendment.  The amendment to the Loan Agreement contemplated by this
Amendment is subject to the satisfaction of all of the following conditions precedent:





			(a)	Absence of Default.  No Event of Default or event which, with the passage of time or
the giving of notice, or both, might mature into an Event of Default, shall have occurred and be continuing under
the Loan Agreement or any other Loan Document.





			(b)	Warranties.  The representations and warranties of Borrower under the Loan
Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the
date hereof.





			(c)	Other Actions.  The Borrower shall take such other actions and deliver to the Bank
such other documents, certificates and instruments as the Bank may reasonably request to carry out the intent
of this Amendment.





			(d)	Legality of Transactions.  It shall not be unlawful (i) for the Bank to perform any of its
obligations hereunder, or (ii) for the Borrower to perform any of its obligations hereunder or under any other Loan
Document.





			(e)	Proceedings and Documents.  All corporate, governmental and other proceedings in
connection with the transactions contemplated hereby and by the other Loan Documents, and all documents
and instruments incidental thereto, shall be completed and in full force and effect, and the Bank shall have
received such original or certified copies of such instruments as the Bank may reasonably require.





		4.	Ratification.  Borrower warrants and represents to the Bank that (a) immediately prior to
the date hereof, the Loan Agreement and each other Loan Document is in full force and effect and has not been
modified, amended or supplemented; and (b) there are no offsets or defenses to any of Borrower's obligations
under the Loan Agreement or the other Loan Documents, and no counterclaims which might affect any such
obligations.  Borrower hereby ratifies and affirms the Loan Agreement (as the same is amended hereby) and
ratifies and affirms each of the Loan Documents.





		5.	Payment of Certain Fees.  Concurrently with its execution and delivery of this Amendment,
Borrower shall pay the following fees to the Bank in consideration of the Bank's extension of the Termination
Date: an extension fee in the amount of Twenty-Five Thousand Dollars ($25,000).





		6.	Miscellaneous.





			(a)	Expenses; Indemnity.  The Borrower agrees to pay (in addition to the fees payable
pursuant to the preceding paragraphs) all out-of-pocket expenses of the Bank in connection with the
preparation, execution and delivery of this Amendment or with the closing of the transactions described herein.





			(b)	Severability.  Any provision of this Amendment or any of the other Loan Documents
which is determined by a court of competent jurisdiction to be invalid or unenforceable shall be ineffective to
the extent of determination without invalidating the remaining portions hereof or affecting the validity or
enforceability of such provision in any other jurisdiction.





			(c)	Successors.  This instrument shall be binding upon and inure to the benefit of Borrower
and the Bank and their respective successors and assigns.  Borrower shall not assign its rights or delegate
its duties hereunder without the prior written consent of the Bank.





			(d)	Counterparts.  This instrument may be executed in any number of counterparts, and
signature pages from any counterpart may be attached to any other.  All such counterparts shall together
constitute a single agreement.  In making proof of this Amendment, it shall not be necessary to produce or
account for more than one counterpart hereof signed by each of the parties hereto.





	IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their
respective officers thereunto duly authorized as of the date first above written.








					NATIONAL CITY BANK





					By: /s/ Martin D. Rodriguez 		





					Printed Name:  Martin D. Rodriguez	





					Title:  Vice President			











					ASSOCIATED ESTATES REALTY CORPORATION


 


					By: /s/ Jeffrey I. Friedman		





					Printed Name: Jeffrey I. Friedman	





					Title: President