EXHIBIT 4.1
FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is entered
into as of June 1, 1997 by and between Santa Xxxxx Realty Enterprises, Inc., a
Delaware corporation ("Borrower") and Xxxxx Fargo Bank, National Association,
successor-by-merger to First Interstate Bank of California ("Bank").
RECITALS
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WHEREAS, Borrower is presently indebted to Bank pursuant to the terms and
conditions of that certain Credit Agreement between Borrower and Bank dated as
of November 9, 1994, as such agreement may be amended from time to time (the
"Credit Agreement");
WHEREAS, Bank and Borrower have agreed to certain changes in the terms and
conditions set forth in the Credit Agreement and have agreed to amend the Credit
Agreement to reflect such changes;
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree that the Credit
Agreement shall be amended as follows:
1. The term "Maturity Date" as defined in Section 1.01 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:
"Maturity Date": December 31, 1997.
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2. The term "Revolving Commitment" as defined in Section 1.01 of the
Credit Agreement is hereby amended and restated in its entirety to read as
follows:
"Revolving Commitment": For the period of time from and including June
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30, 1996 through and including the Maturity Date, the amount of
$20,000,000, as such amount my be reduced pursuant to Section 2.01(d).
3. Bank and Borrower hereby agree for the fiscal quarters ending June 30,
1997, September 30, 1997 and December 31, 1997, Borrower may exclude from the
calculation of Interest Coverage
Ratio set forth in Section 6.02(c) of the Credit Agreement the $4,500,000 paid
by Borrower to Colony Investors II, L.P. on April 1, 1997.
4. The following provision is hereby added to the Credit Agreement as
Section 6.02(o), to read as follows:
(o) Redemption of Stock. Utilize any part of the proceeds of any
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Loans to redeem preferred stock or pay promissory notes evidencing
indebtedness relating to the redemption of preferred stock currently owned
by Colony Investors II, L.P.
5. Borrower shall pay to Bank a commitment fee for the Revolving Commitment
equal to $29,315.07, which fee shall be due and payable in full on the date
Borrower executes this Amendment.
6. Borrower shall reimburse Bank immediately upon demand for all costs and
expenses, including reasonable attorneys' fees (to include outside counsel fees
and all allocated costs of Bank's in-house counsel) expended or incurred by Bank
in connection with this Amendment.
7. Except as specifically provided herein, all terms and conditions of the
Credit Agreement and the other Loan Documents remain in full force and effect,
without waiver or modification. All terms defined in the Credit Agreement shall
have the same meaning when used in this Amendment. This Amendment and the Credit
Agreement shall be read together, as one document.
8. Borrower hereby remakes all representations and warranties contained in
the Credit Agreement and reaffirms all covenants set forth therein. Borrower
further represents and warrants that as of the date of this Amendment there
exists no Event of Default as defined in the Credit Agreement, nor any
condition, act or event which with the giving of notice or the passage of time
or both would constitute any such Event of Default.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the day and year first written above.
SANTA XXXXX REALTY XXXXX FARGO BANK,
ENTERPRISES, INC. NATIONAL ASSOCIATION
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxx
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Title: Executive Vice President Xxxxxx X. Xxxxxx
------------------------ Vice President
