64
SECTION 13.10. GOVERNING LAW
64
SECTION 13.11. SEVERABILITY OF PROVISIONS; CAPTIONS
64
SECTION 13.12. PURPOSE
64
(iv)
Article
Page
SECTION 13.13. CONSENT TO JURISDICTION
64
SECTION 13.14. ENTIRE AGREEMENT
65
SECTION 13.15. JURY TRIAL WAIVER
65
SECTION 13.16. SURVIVAL
65
SECTION 13.17. INDEPENDENCE OF COVENANTS
65
SECTION 13.18. INTERPRETATION
65
SECTION 13.19. GENERAL LIMITATION OF LIABILITY
65
SECTION 13.20. USA PATRIOT ACT NOTIFICATION
66
EXHIBITS
A
COMMITMENTS
B
FORM OF GUARANTY
C
OUTSTANDING LETTERS OF CREDIT
D-1
FORM OF REVOLVING LOAN NOTE
D-2
FORM OF SWING LINE NOTE
E
FORM OF LETTER OF CREDIT REQUEST
F
FORM OF NOTICE OF BORROWING
G
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
SCHEDULES
2.03
AUTHORIZED FISCAL OFFICERS
7.14
POST-CLOSING ITEM
9.00
EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES
9.22
OUTSTANDING GUARANTEES
9.23
OUTSTANDING INDEBTEDNESS
(v)
AMENDED AND RESTATED CREDIT AGREEMENT
Amended and Restated Credit Agreement, dated as of June 6, 2007 (the
"Agreement"), among FOREST CITY RENTAL PROPERTIES CORPORATION, an Ohio
corporation (hereinafter sometimes called the "Borrower"), the banking
institutions from time to time party hereto (hereinafter sometimes collectively
called the "Banks" and individually a "Bank"), KEYBANK NATIONAL ASSOCIATION,
Cleveland, Ohio, as Administrative Agent for the Banks under this Agreement (the
"Agent"), NATIONAL CITY BANK, Cleveland, Ohio, as Syndication Agent for the
Banks under this Agreement (the "Syndication Agent") and BANK OF AMERICA, N.A.
and LASALLE BANK NATIONAL ASSOCIATION, as Co-Documentation Agents (the
"Co-Documentation Agents").
W I T N E S S E T H:
WHEREAS, the Borrower, the Banks, the Agent, the Syndication Agent and the
Co-Documentation Agents previously entered into a Credit Agreement, dated as of
March 22, 2004 (as amended to the date hereof, the "2004 Credit Agreement") and
WHEREAS, the Borrower, the Banks, the Agents and the Co-Documentation
Agents desire to amend and restate the 2004 Credit Agreement in its entirety and
the Banks, the Agents and the Co-Documentation Agents are willing to do so upon
the terms and subject to the conditions set forth herein.
NOW, THEREFORE, it is mutually agreed as follows:
ARTICLE I
DEFINITIONS
As used in this Agreement, the following terms shall have the following
meanings:
"Additional Bank" shall mean a financial institution that shall become a
Bank hereunder during the Commitment Increase Period pursuant to Section 5.07(a)
hereof.
"Additional Bank Assumption Agreement" shall mean an assumption agreement
in form and substance satisfactory to the Agent, entered into by any Additional
Bank pursuant to Section 5.07(a) hereof, wherein an Additional Bank shall become
a Bank hereunder.
"Additional Bank Assumption Effective Date" shall have the meaning set
forth in Section 5.07(a) hereof.
"Additional Commitments" shall have the meaning set forth in
Section 5.07(a) hereof.
"Advantage" shall mean any payment (whether made voluntarily or
involuntarily, by offset of any deposit or other Indebtedness or otherwise)
received by any Bank in respect of the Borrower's Debt to the Banks if such
payment results in that Bank having a lesser share of the Borrower's Debt to the
Banks, than was the case immediately before such payment.
-1-
"Affiliate"