FOURTH AMENDMENT AGREEMENT
FOURTH AMENDMENT AGREEMENT (this “ Agreement ”) dated as of February 23, 2004 by
and between Griffin Land & Nurseries, Inc. (the “ Borrower ”) and Fleet National Bank (the “ Bank ”)
amending that certain Credit Agreement dated as of February 8, 2002 by and between the Bank and the
Borrower, as amended by that certain Amendment Agreement dated as of August 31, 2002, that certain Second
Amendment Agreement dated as of January 31, 2003 and that certain Third Amendment Agreement dated as of
May 22, 2003 (as amended and in effect from time to time, the “ Credit Agreement ”).
W I T N E S S E T H:
WHEREAS , the Borrower has requested that the Bank waive certain Events of Default which exist
under the Credit Agreement and amend certain terms and conditions of the Credit Agreement in the manner set
forth herein; and
WHEREAS , the Bank is willing to waive such Events of Default and amend certain terms and
conditions of the Credit Agreement on the terms and conditions set forth herein.
NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
§1. Definitions . Capitalized terms used herein without definition that are defined in the Credit
Agreement shall have the same meanings herein as therein.
§2. Ratification of Existing Agreements . The Borrower hereby acknowledges and agrees
that nothing set forth herein shall alter or affect the validity or effectiveness of any of the Obligations. All of the
Borrower’s obligations and liabilities to the Bank as evidenced by or otherwise arising under the Credit
Agreement, the Note and the other Loan Documents, except as otherwise expressly modified in this Agreement
upon the terms set forth herein, are, by the Borrower’s execution of this Agreement, ratified and confirmed in all
respects. In addition, by th