Exhibit 4.8c
THIRD AMENDED AND RESTATED
CREDIT AGREEMENT
by and among
ASSOCIATED ESTATES REALTY CORPORATION
an Ohio corporation
("Borrower")
NATIONAL CITY BANK, as Agent (the "Agent")
and
THE BANKS IDENTIFIED ON SCHEDULE 1
Dated as of November 12, 1997
10/31/97
THIRD AMENDED AND RESTATED CREDIT AGREEMENT
THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated
as of November 12, 1997, by and among ASSOCIATED ESTATES REALTY
CORPORATION, an Ohio corporation (hereinafter, "Borrower"), the
banks and lending institutions set forth on Schedule 1 hereto
(the "Banks"), and NATIONAL CITY BANK, a national banking
association ("NCB"), in its capacity as agent for the Banks (in
such capacity, NCB and any successor to NCB as agent as aforesaid
is referred to as the "Agent").
ARTICLE 1.
INTERPRETATION
Section 1.1 General. For the purposes of this
Agreement, the following general rules of interpretation shall
apply to the extent they are not clearly inconsistent with the
context or the subject matter of specific provisions hereof:
(a) The expression "this Agreement" shall mean this
Credit Agreement (including all of the Schedules and Exhibits
annexed hereto) as originally executed, or, if supplemented,
amended or restated from time to time, as so supplemented,
amended or restated;
(b) Singular nouns shall include the plural and vice
versa, and all references to dollars shall mean United States
Dollars;
(c) Accounting terms not otherwise defined herein
shall have the meanings assigned to them in accordance with
Generally Accepted Accounting Principles (as hereinafter
defined); and
(d) All Schedules and Exhibits to this instrument
shall be deemed to be incorporated herein by reference.
Section 1.2 Definitions. In addition to terms defined
elsewhere in this Agreement, the terms set forth below shall have
the following meanings for the purpose of this Agreement:
"Accountants" means Price, Waterhouse & Co., or such
other nationally recognized firm of certified public accountants
as may from time to time be selected by Borrower and acceptable
to Agent, with the consent of the Required Banks.
"Adjusted Prime Rate" means, at any time, the sum of
the Prime Rate plus the Prime Rate Margin in effect at such time.
"Affiliate" means, in relation to any Person (in this
definition called "Affiliated Person"), any Person (other than a
Subsidiary) which (directly or indirectly) controls or is
controlled by or is under common control with such Affiliated
Person. For the purposes of this definition, the term "control"
shall mean the possession (directly or indirectly) of the power
to direct or to cause the direction of the management or the
policies of a Person, whether through the ownership of shares of
any class in the capital or any other voting securities of such
Person, by contract or otherwise.
"Agent" means NCB, acting in such capacity for the
Banks under the Loan Documents pursuant to this Agreement, and
includes (where the context so admits) any other Person or
Persons succeeding to such functions in accordance with
Article 8, below.
"Agency Fee" means an annual fee, payable
semi-annually, in advance, to the Agent in consideration for its
serving as the Agent in respect of the Loan Documents, in an
amount per annum equal to the lesser of (i) $100,000.00 or
(ii) the aggregate of $30,000.00, plus an additional sum of
$20,000.00 for each bank or lending institution in addition to
NCB participating as a Bank under this Agreement.
"Apartment Suites" means all multi-family residential
rental units owned by Borrower or Borrower's Consolidated
Subsidiaries, without regard to whether such units are subject to
any governmental financial support, operating assistance or
regulation.
"Applicable Margin" means, as at any date, a percentage
per annum for Prime Rate Loans and Ratable Libor Rate Loans,
determined by reference to Borrower's Debt Rating as set forth
below:
Debt Rating Ratable Libor Prime
Level S&P ▇▇▇▇▇'▇ Rate Margin Rate Margin
1 A- to A+ A3 to A1 95 -0-
2 BBB+ Baa1 105 -0-
3 BBB Baa2 115 -0-
4 BBB- Baa3 125 -0-
5