Exhibit 4.2
Joinder Agreement
THIS JOINDER AGREEMENT, dated as of the 26th day of July, 1999 (the
"Agreement"), to the Amended and Restated Credit Agreement referred to below is
entered into by and among Cornerstone Realty Income Trust, Inc., a corporation
organized under the laws of Virginia ("Cornerstone"), CRIT-NC, LLC, a Virginia
limited liability company ("CRIT-NC"), Cornerstone REIT Limited Partnership
("Cornerstone REIT L.P."), each Additional Borrower party thereto (collectively,
with Cornerstone, CRIT-NC, and Cornerstone REIT L.P., the "Borrowers"),
CORNERSTONE ACQUISITION COMPANY, a corporation organized under the laws of
Virginia and a Subsidiary of Cornerstone ("Cornerstone Acquisition"), APPLE
GENERAL, INC., a corporation organized under the laws of Virginia and a
Subsidiary of Cornerstone ("Apple General"), APPLE LIMITED, INC., a corporation
organized under the laws of Virginia and a Subsidiary of Cornerstone ("Apple
Limited"), APPLE REIT LIMITED PARTNERSHIP, a Virginia limited partnership and a
Subsidiary of Cornerstone ("Apple"), APPLE REIT II LIMITED PARTNERSHIP, a
Virginia limited partnership and a Subsidiary of Cornerstone ("Apple II"), APPLE
REIT III LIMITED PARTNERSHIP, a Virginia limited partnership and a Subsidiary of
Cornerstone ("Apple III"), APPLE REIT IV LIMITED PARTNERSHIP, a Virginia limited
partnership and a Subsidiary of Cornerstone ("Apple IV"), APPLE REIT V LIMITED
PARTNERSHIP, a Virginia limited partnership and a Subsidiary of Cornerstone
("Apple V"), APPLE REIT VI LIMITED PARTNERSHIP, a Virginia limited partnership
and a Subsidiary of Cornerstone ("Apple VI"), APPLE REIT VII LIMITED
PARTNERSHIP, a Virginia limited partnership and a Subsidiary of Cornerstone
("Apple VII" and, together with Cornerstone Acquisition, Apple General, Apple
Limited, Apple, Apple II, Apple III, Apple IV, Apple V and Apple VI, the
"Companies"), such lenders party thereto (the "Lenders"), FIRST UNION NATIONAL
BANK, a national banking association, as Administrative Agent (the
"Administrative Agent") and Fleet National Bank, as Syndication Agent (the
"Syndication Agent").
Statement of Purpose
The Borrowers, the Lenders, the Administrative Agent and the
Syndication Agent are parties to the Amended and Restated Credit Agreement dated
as of July 9, 1999 (as supplemented hereby and as further amended, restated,
supplemented or otherwise modified, the "Credit Agreement").
Cornerstone owns ninety-nine and ninety-nine one-hundredths percent
(99.99%) of the common stock of Cornerstone Acquisition, which owns all of the
shares of Apple General and Apple Limited, which are, respectively, the general
and limited partner of each of Apple, Apple II, Apple III, Apple IV, Apple V,
Apple VI and Apple VII. Each of the Companies is a Subsidiary of Cornerstone. In
connection with the merger, the Companies are required to execute, among other
documents, a joinder agreement in order to become Borrowers under the Credit
Agreement.
NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the parties hereto hereby agree as follows:
1.01 Joinder of Companies.
(a) Joinder. Pursuant to Section 8.17 of the Credit Agreement, each
Company hereby agrees that it is a Borrower under the Credit Agreement as if a
signatory thereof on the Closing Date, and such Company shall comply with and be
subject to and have the benefit of all of the terms, conditions, covenants,
agreements and obligations set forth therein. Each Company hereby agrees that
each reference to a "Borrower" or the "Borrowers" in the Credit Agreement and
other Loan Documents shall include such Company. Each Company acknowledges that
it has received a copy of the Credit Agreement and that it has read and
understands the terms thereof.
(b) Schedules. Attached hereto are updated copies of each Schedule
referenced in the Credit Agreement revised to include all information required
to be provided therein with respect to (and only with respect to) each Company.
2.01 Effectiveness. This Agreement shall become effective upon receipt
by the Administrative Agent of (i) an originally executed Note for each Lender
jointly executed by each Borrower and each Company in exchange for the Notes
issued on the Closing Date or the date of the most recent Joinder Agreement, as
applicable, (ii) an originally executed counterpart hereof and (iii) any other
agreement or document delivered in accordance with Section 8.17 (including,
without limitation, any Security Document required to be executed thereunder).
3.01 General Provisions.
(a) Representations and Warranties. Each Borrower hereby confirms that
each representation and warranty made by it under the Loan Documents is true and
correct in all material respects as of the date hereof and that no Default or
Event of Default has occurred or is continuing under the Credit Agreement,
except for any deviations from such representations and warranties expressly
permitted by the Credit Agreement and except for any waivers of such
representations and warranties granted by the Required Lenders in writing. Each
such Borrower hereby represents and warrants that as of the date hereof there
are no claims or offsets against or defenses or counterclaims to their
respective obligations under the Credit Agreement or any other Loan Document.
(b) Limited Effect. Except as supplemented hereby, the Credit Agreement
and each other Loan Document shall continue to be, and shall remain, in full
force and effect. This Agreement shall not be deemed (i) to be a waiver of, or
consent to, or a modification or amendment of, any other term or condition of
the Credit Agreement or (ii) to prejudice any right or rights which the
Administrative Agent or Lenders may now have or may have in the future under or
in connection with the Credit Agreement or the Loan Documents or any of the
instruments or agreements referred to therein, as the same may be amended or
modified from time to time.
(c) Costs and Expenses. The Borrowers hereby jointly and severally
agree to pay or reimburse the Administrative Agent for all of its reasonable and
customary out-of-pocket costs and expenses incurred in connection with the
preparation, negotiation and execution of this Agreement including, without
limitation, the reasonable fees and disbursements of counsel.
(d) Counterparts. This Agreement may be executed by one or more of the
parties hereto in any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.
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(e) Definitions. All capitalized terms used and not defined herein
shall have the meanings given thereto in the Credit Agreement.
(f) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NORTH CAROLINA,
WITHOUT REFERENCE TO THE CONFLICTS OR CHOICE OF LAW PRINCIPLES THEREOF.
[Signature Page Follows]
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IN WITNESS WHEREOF the undersigned hereby causes this Agreement to be
executed and delivered as of the date first above written.
BORROWERS:
[CORPORATE SEAL] CORNERSTONE REALTY INCOME TRUST, INC.
By: /s/ S. J. Olander, Jr.
------------------------
Name: Stanley J. Olander, Jr.
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Title: Chief Financial Officer
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CRIT-NC, LLC
By: CORNERSTONE REALTY INCOME TRUST,
INC., its sole Member/Manager
[CORPORATE SEAL]
By: /s/ S. J. Olander, Jr.
------------------------
Name: Stanley J. Olander, Jr.
-----------------------
Title: Chief Financial Officer
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CORNERSTONE REIT LIMITED PARTNERSHIP
[CORPORATE SEAL]
By: CORNERSTONE REALTY INCOME TRUST, INC.
its General Partner
By: /s/ S. J. Olander, Jr.
------------------------
Name: Stanley J. Olander, Jr.
-----------------------
Title: Vice President
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[CORPORATE SEAL] CORNERSTONE ACQUISITION COMPANY
By: /s/ S. J. Olander, Jr.
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Name: Stanley J. Olander, Jr.
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Title: Chief Financial Officer
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[CORPORATE SEAL] APPLE GENERAL, INC.
By: /s/ S. J. Olander, Jr.
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Name: Stanley J. Olander, Jr.
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Title: Vice President
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[CORPORATE SEAL] APPLE LIMITED, INC.
By: /s/ S. J. Olander, Jr.
------------------------
Name: Stanley J. Olander, Jr.
-----------------------
Title: Vice President
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[CORPORATE SEAL] APPLE REIT LIMITED PARTNERSHIP
By: APPLE GENERAL, INC.,
its General Partner
By: /s/ S. J. Olander, Jr.
------------------------
Name: Stanley J. Olander, Jr.
-----------------------
Title: Vice President
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[CORPORATE SEAL] APPLE REIT II LIMITED PARTNERSHIP
By: APPLE GENERAL, INC.,
its General Partner
By: /s/ S. J. Olander, Jr.
------------------------
Name: Stanley J. Olander, Jr.
-----------------------
Title: Vice President
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[CORPORATE SEAL] APPLE REIT III LIMITED PARTNERSHIP
By: APPLE GENERAL, INC.,
its General Partner
By: /s/ S. J. Olander, Jr.
------------------------
Name: Stanley J. Olander, Jr.
-----------------------
Title: Vice President
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[CORPORATE SEAL] APPLE REIT IV LIMITED PARTNERSHIP
By: APPLE GENERAL, INC.,
its General Partner
By: /s/ S. J. Olander, Jr.
------------------------
Name: Stanley J. Olander, Jr.
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Title: Vice President
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[CORPORATE SEAL] APPLE REIT V LIMITED PARTNERSHIP
By: APPLE GENERAL, INC.,
its General Partner
By: /s/ S. J. Olander, Jr.
------------------------
Name: Stanley J. Olander, Jr.
-----------------------
Title: Vice President
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[CORPORATE SEAL] APPLE REIT VI LIMITED PARTNERSHIP
By: APPLE GENERAL, INC.,
its General Partner
By: /s/ S. J. Olander, Jr.
------------------------
Name: Stanley J. Olander, Jr.
-----------------------
Title: Vice President
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[CORPORATE SEAL] APPLE REIT VII LIMITED PARTNERSHIP
By: APPLE GENERAL, INC.,
its General Partner
By: /s/ S. J. Olander, Jr.
------------------------
Name: Stanley J. Olander, Jr.
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Title: Vice President
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ADMINISTRATIVE AGENT:
FIRST UNION NATIONAL BANK, as
Administrative Agent
By: /s/ John A. Schissel
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Name: John A. Schissel
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Title: Director
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SYNDICATION AGENT:
FLEET NATIONAL BANK, as
Syndication Agent
By: /s/ James B. McLaughlin
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Name: James B. McLaughlin
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Title: Vice President
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LENDERS:
FIRST UNION NATIONAL BANK, as Lender
By: /s/ John A. Schissel
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Name: John A. Schissel
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Title: Director
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CRESTAR BANK
By: /s/ Nancy B. Richards
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Name: Nancy B. Richards
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Title: Vice President
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FLEET NATIONAL BANK, as Lender
By: /s/ James B. McLaughlin
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Name: James B. McLaughlin
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Title: Vice President
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GUARANTY FEDERAL BANK, F.S.B.
By: /s/ Randall S. Reid
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Name: Randall S. Reid
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Title: Vice President
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