Exhibit 4.4
REPLACEMENT REVOLVING CREDIT NOTE
This is one of a series of notes which amend and restate but do not
extinguish the obligations under those certain Revolving Credit Notes,
as previously amended and restated, executed in connection with the
Amended and Restated Credit Agreement dated as of July 9, 1999 by and
among Cornerstone Realty Income Trust, Inc., each Additional Borrower
party thereto, the Lenders party thereto and First Union National Bank,
as Agent.
$60,000,000 July 27, 1999
FOR VALUE RECEIVED, the undersigned, CORNERSTONE REALTY INCOME TRUST,
INC., a corporation organized under the laws of Virginia ("Cornerstone"),
CRIT-NC, LLC, a limited liability company organized under the laws of Virginia
(the "CRIT-NC"), CORNERSTONE REIT LIMITED PARTNERSHIP, a Virginia limited
partnership ("Cornerstone REIT"), CORNERSTONE ACQUISITION COMPANY, a corporation
organized under the laws of Virginia ("Cornerstone Acquisition"), APPLE GENERAL,
INC., a corporation organized under the laws of Virginia ("Apple General"),
APPLE LIMITED, INC., a corporation organized under the laws of Virginia ("Apple
Limited"), APPLE REIT LIMITED PARTNERSHIP, a Virginia limited partnership
("Apple"), APPLE REIT II LIMITED PARTNERSHIP, a Virginia limited partnership
("Apple II"), APPLE REIT III LIMITED PARTNERSHIP, a Virginia limited partnership
("Apple III"), APPLE REIT IV LIMITED PARTNERSHIP, a Virginia limited partnership
("Apple IV"), APPLE REIT V LIMITED PARTNERSHIP, a Virginia limited partnership
("Apple V"), APPLE REIT VI LIMITED PARTNERSHIP, a Virginia limited partnership
("Apple VI"), and APPLE REIT VII LIMITED PARTNERSHIP, a Virginia limited
partnership ("Apple VII" and together with CRIT-NC, Cornerstone, Cornerstone
REIT, Cornerstone Acquisition, Apple General, Apple Limited, Apple, Apple II,
Apple III, Apple IV, Apple V and Apple VI, the "Borrowers") hereby jointly and
severally promise to pay to the order of FIRST UNION NATIONAL BANK (the "Bank"),
at the times, at the place and in the manner provided in the Credit Agreement
hereinafter referred to, the principal sum of up to Sixty Million Dollars
($60,000,000), or, if less, the aggregate unpaid principal amount of all Loans
disbursed by the Bank under the Credit Agreement referred to below, together
with interest at the rates as in effect from time to time with respect to each
portion of the principal amount hereof, determined and payable as provided in
Article IV of the Credit Agreement.
This Note is the Note referred to in, and is entitled to the benefits
of, that certain Amended and Restated Credit Agreement dated as of July 9, 1999
(the "Credit Agreement"), by and among the Borrowers, each Additional Borrower
that may become party thereto, the lenders (including the Bank) party thereto
(the "Lenders"), First Union National Bank, as Administrative Agent (the
"Administrative Agent") and Fleet National Bank, as Syndication Agent. The
Credit Agreement contains, among other things, provisions for the time, place
and manner of payment of this Note, the determination of the interest rate borne
by and fees payable in respect of this Note, acceleration of the payment of this
Note upon the happening of certain stated events and the mandatory repayment of
this Note under certain circumstances.
The Borrowers agree to pay on demand all costs of collection, including
reasonable attorneys' fees, if any part of this Note, principal or interest, is
collected after maturity with the aid of an attorney.
Presentment for payment, notice of dishonor, protest and notice of
protest are hereby waived.
This Note is being given in renewal, extension and replacement (but not
extinguishment) of that certain Revolving Credit Note made by Cornerstone to the
order of Bank dated October 30, 1997. All advances made under such Note and not
previously repaid shall be deemed to be advances hereunder. This Note shall not
be construed as a novation of said Note in any way as this Note evidences the
same indebtedness and is secured by the same collateral.
THIS NOTE IS MADE AND DELIVERED IN THE STATE OF NORTH CAROLINA AND
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
NORTH CAROLINA.
The Debt evidenced by this Note is senior in right of payment to all
Subordinated Debt referred to in the Credit Agreement.
2
IN WITNESS WHEREOF, the Borrower has caused this Note to be executed
under seal by a duly authorized officer as of the day and year first above
written.
CORNERSTONE REALTY INCOME TRUST, INC.
[CORPORATE SEAL]
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Chief Financial Officer
---------------------------------------
[CORPORATE SEAL] CRIT-NC, LLC
By: CORNERSTONE REALTY INCOME TRUST, INC.,
its sole Member/Manager
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Chief Financial Officer
---------------------------------------
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: Chief Financial Officer
---------------------------------------
CORNERSTONE ACQUISITION COMPANY
[CORPORATE SEAL]
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
APPLE GENERAL, INC.
[CORPORATE SEAL]
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
3
APPLE LIMITED, INC.
[CORPORATE SEAL]
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
APPLE REIT LIMITED PARTNERSHIP,
[CORPORATE SEAL] By: APPLE GENERAL, INC.,
its General Partner
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
APPLE REIT II LIMITED PARTNERSHIP,
[CORPORATE SEAL] By: APPLE GENERAL, INC.,
its General Partner
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
APPLE REIT III LIMITED PARTNERSHIP,
[CORPORATE SEAL] By: APPLE GENERAL, INC.,
its General Partner
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
APPLE REIT IV LIMITED PARTNERSHIP,
[CORPORATE SEAL] By: APPLE GENERAL, INC.,
its General Partner
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
4
APPLE REIT V LIMITED PARTNERSHIP,
[CORPORATE SEAL] By: APPLE GENERAL, INC.,
its General Partner
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
APPLE REIT VI LIMITED PARTNERSHIP,
[CORPORATE SEAL] By: APPLE GENERAL, INC.,
its General Partner
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
APPLE REIT VII LIMITED PARTNERSHIP,
[CORPORATE SEAL] By: APPLE GENERAL, INC.,
its General Partner
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
5
REVOLVING CREDIT NOTE
$35,000,000 July 27, 1999
FOR VALUE RECEIVED, the undersigned, CORNERSTONE REALTY INCOME TRUST,
INC., a corporation organized under the laws of Virginia ("Cornerstone"),
CRIT-NC, LLC, a limited liability company organized under the laws of Virginia
(the "CRIT-NC"), CORNERSTONE REIT LIMITED PARTNERSHIP, a Virginia limited
partnership ("Cornerstone REIT" ), CORNERSTONE ACQUISITION COMPANY, a
corporation organized under the laws of Virginia ("Cornerstone Acquisition"),
APPLE GENERAL, INC., a corporation organized under the laws of Virginia ("Apple
General"), APPLE LIMITED, INC., a corporation organized under the laws of
Virginia ("Apple Limited"), APPLE REIT LIMITED PARTNERSHIP, a Virginia limited
partnership ("Apple"), APPLE REIT II LIMITED PARTNERSHIP, a Virginia limited
partnership ("Apple II"), APPLE REIT III LIMITED PARTNERSHIP, a Virginia limited
partnership ("Apple III"), APPLE REIT IV LIMITED PARTNERSHIP, a Virginia limited
partnership ("Apple IV"), APPLE REIT V LIMITED PARTNERSHIP, a Virginia limited
partnership ("Apple V"), APPLE REIT VI LIMITED PARTNERSHIP, a Virginia limited
partnership ("Apple VI"), and APPLE REIT VII LIMITED PARTNERSHIP, a Virginia
limited partnership ("Apple VII" and together with CRIT-NC, Cornerstone,
Cornerstone REIT, Cornerstone Acquisition, Apple General, Apple Limited, Apple,
Apple II, Apple III, Apple IV, Apple V and Apple VI, the "Borrowers") hereby
jointly and severally promise to pay to the order of WACHOVIA BANK, N.A. (the
"Bank"), at the times, at the place and in the manner provided in the Credit
Agreement hereinafter referred to, the principal sum of up to Thirty-Five
Million Dollars ($35,000,000), or, if less, the aggregate unpaid principal
amount of all Loans disbursed by the Bank under the Credit Agreement referred to
below, together with interest at the rates as in effect from time to time with
respect to each portion of the principal amount hereof, determined and payable
as provided in Article IV of the Credit Agreement.
This Note is the Note referred to in, and is entitled to the benefits
of, that certain Amended and Restated Credit Agreement dated as of July 9, 1999
(the "Credit Agreement"), by and among the Borrowers, each Additional Borrower
that may become party thereto, the lenders (including the Bank) party thereto
(the "Lenders"), First Union National Bank, as Administrative Agent (the
"Administrative Agent") and Fleet National Bank, as Syndication Agent. The
Credit Agreement contains, among other things, provisions for the time, place
and manner of payment of this Note, the determination of the interest rate borne
by and fees payable in respect of this Note, acceleration of the payment of this
Note upon the happening of certain stated events and the mandatory repayment of
this Note under certain circumstances.
The Borrowers agree to pay on demand all costs of collection, including
reasonable attorneys' fees, if any part of this Note, principal or interest, is
collected after maturity with the aid of an attorney.
Presentment for payment, notice of dishonor, protest and notice of
protest are hereby waived.
THIS NOTE IS MADE AND DELIVERED IN THE STATE OF NORTH CAROLINA AND
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF THE STATE OF NORTH CAROLINA.
The Debt evidenced by this Note is senior in right of payment to all
Subordinated Debt referred to in the Credit Agreement.
2
IN WITNESS WHEREOF, the Borrower has caused this Note to be executed
under seal by a duly authorized officer as of the day and year first above
written.
CORNERSTONE REALTY INCOME TRUST, INC.
[CORPORATE SEAL]
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Chief Financial Officer
---------------------------------------
[CORPORATE SEAL] CRIT-NC, LLC
By: CORNERSTONE REALTY INCOME TRUST, INC.,
its sole Member/Manager
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Chief Financial Officer
---------------------------------------
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: Chief Financial Officer
---------------------------------------
CORNERSTONE ACQUISITION COMPANY
[CORPORATE SEAL]
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
APPLE GENERAL, INC.
[CORPORATE SEAL]
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
3
APPLE LIMITED, INC.
[CORPORATE SEAL]
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
APPLE REIT LIMITED PARTNERSHIP,
[CORPORATE SEAL] By: APPLE GENERAL, INC.,
its General Partner
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
APPLE REIT II LIMITED PARTNERSHIP,
[CORPORATE SEAL] By: APPLE GENERAL, INC.,
its General Partner
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
APPLE REIT III LIMITED PARTNERSHIP,
[CORPORATE SEAL] By: APPLE GENERAL, INC.,
its General Partner
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
APPLE REIT IV LIMITED PARTNERSHIP,
[CORPORATE SEAL] By: APPLE GENERAL, INC.,
its General Partner
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
4
APPLE REIT V LIMITED PARTNERSHIP,
[CORPORATE SEAL] By: APPLE GENERAL, INC.,
its General Partner
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
APPLE REIT VI LIMITED PARTNERSHIP,
[CORPORATE SEAL] By: APPLE GENERAL, INC.,
its General Partner
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
APPLE REIT VII LIMITED PARTNERSHIP,
[CORPORATE SEAL] By: APPLE GENERAL, INC.,
its General Partner
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
5
REPLACEMENT REVOLVING CREDIT NOTE
This is one of a series of notes which amend and restate but do not
extinguish the obligations under those certain Revolving Credit Notes,
as previously amended and restated, executed in connection with the
Amended and Restated Credit Agreement dated as of July 9, 1999 by and
among Cornerstone Realty Income Trust, Inc., each Additional Borrower
party thereto, the Lenders party thereto and First Union National Bank,
as Agent.
$35,000,000 July 26, 1999
FOR VALUE RECEIVED, the undersigned, CORNERSTONE REALTY INCOME TRUST,
INC., a corporation organized under the laws of Virginia ("Cornerstone"),
CRIT-NC, LLC, a limited liability company organized under the laws of Virginia
(the "CRIT-NC"), CORNERSTONE REIT LIMITED PARTNERSHIP, a Virginia limited
partnership ("Cornerstone REIT"), CORNERSTONE ACQUISITION COMPANY, a corporation
organized under the laws of Virginia ("Cornerstone Acquisition"), APPLE GENERAL,
INC., a corporation organized under the laws of Virginia ("Apple General"),
APPLE LIMITED, INC., a corporation organized under the laws of Virginia ("Apple
Limited"), APPLE REIT LIMITED PARTNERSHIP, a Virginia limited partnership
("Apple"), APPLE REIT II LIMITED PARTNERSHIP, a Virginia limited partnership
("Apple II"), APPLE REIT III LIMITED PARTNERSHIP, a Virginia limited partnership
("Apple III"), APPLE REIT IV LIMITED PARTNERSHIP, a Virginia limited partnership
("Apple IV"), APPLE REIT V LIMITED PARTNERSHIP, a Virginia limited partnership
("Apple V"), APPLE REIT VI LIMITED PARTNERSHIP, a Virginia limited partnership
("Apple VI"), and APPLE REIT VII LIMITED PARTNERSHIP, a Virginia limited
partnership ("Apple VII" and together with CRIT-NC, Cornerstone, Cornerstone
REIT, Cornerstone Acquisition, Apple General, Apple Limited, Apple, Apple II,
Apple III, Apple IV, Apple V and Apple VI, the "Borrowers") hereby jointly and
severally promise to pay to the order of FLEET NATIONAL BANK (the "Bank"), at
the times, at the place and in the manner provided in the Credit Agreement
hereinafter referred to, the principal sum of up to Thirty-Five Million Dollars
($35,000,000), or, if less, the aggregate unpaid principal amount of all Loans
disbursed by the Bank under the Credit Agreement referred to below, together
with interest at the rates as in effect from time to time with respect to each
portion of the principal amount hereof, determined and payable as provided in
Article IV of the Credit Agreement.
This Note is the Note referred to in, and is entitled to the benefits
of, that certain Amended and Restated Credit Agreement dated as of July 9, 1999
(the "Credit Agreement"), by and among the Borrowers, each Additional Borrower
that may become party thereto, the lenders (including the Bank) party thereto
(the "Lenders"), First Union National Bank, as Administrative Agent (the
"Administrative Agent") and Fleet National Bank, as Syndication Agent. The
Credit Agreement contains, among other things, provisions for the time, place
and manner of payment of this Note, the determination of the interest rate borne
by and fees payable in respect of this Note, acceleration of the payment of this
Note upon the happening of certain stated events and the mandatory repayment of
this Note under certain circumstances.
The Borrowers agree to pay on demand all costs of collection, including
reasonable attorneys' fees, if any part of this Note, principal or interest, is
collected after maturity with the aid of an attorney.
Presentment for payment, notice of dishonor, protest and notice of
protest are hereby waived.
This Note is being given in renewal, extension and replacement (but not
extinguishment) of that certain Revolving Credit Note made by Cornerstone to the
order of Bank dated October 30, 1997. All advances made under such Note and not
previously repaid shall be deemed to be advances hereunder. This Note shall not
be construed as a novation of said Note in any way as this Note evidences the
same indebtedness and is secured by the same collateral.
THIS NOTE IS MADE AND DELIVERED IN THE STATE OF NORTH CAROLINA AND
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
NORTH CAROLINA.
The Debt evidenced by this Note is senior in right of payment to all
Subordinated Debt referred to in the Credit Agreement.
2
IN WITNESS WHEREOF, the Borrower has caused this Note to be executed
under seal by a duly authorized officer as of the day and year first above
written.
CORNERSTONE REALTY INCOME TRUST, INC.
[CORPORATE SEAL]
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Chief Financial Officer
---------------------------------------
[CORPORATE SEAL] CRIT-NC, LLC
By: CORNERSTONE REALTY INCOME TRUST, INC.,
its sole Member/Manager
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Chief Financial Officer
---------------------------------------
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: Chief Financial Officer
---------------------------------------
CORNERSTONE ACQUISITION COMPANY
[CORPORATE SEAL]
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Chief Financial Officer
---------------------------------------
APPLE GENERAL, INC.
[CORPORATE SEAL]
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Chief Financial Officer
---------------------------------------
3
APPLE LIMITED, INC.
[CORPORATE SEAL]
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
APPLE REIT LIMITED PARTNERSHIP,
[CORPORATE SEAL] By: APPLE GENERAL, INC.,
its General Partner
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
APPLE REIT II LIMITED PARTNERSHIP,
[CORPORATE SEAL] By: APPLE GENERAL, INC.,
its General Partner
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
APPLE REIT III LIMITED PARTNERSHIP,
[CORPORATE SEAL] By: APPLE GENERAL, INC.,
its General Partner
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
APPLE REIT IV LIMITED PARTNERSHIP,
[CORPORATE SEAL] By: APPLE GENERAL, INC.,
its General Partner
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
4
APPLE REIT V LIMITED PARTNERSHIP,
[CORPORATE SEAL] By: APPLE GENERAL, INC.,
its General Partner
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
APPLE REIT VI LIMITED PARTNERSHIP,
[CORPORATE SEAL] By: APPLE GENERAL, INC.,
its General Partner
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
APPLE REIT VII LIMITED PARTNERSHIP,
[CORPORATE SEAL] By: APPLE GENERAL, INC.,
its General Partner
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
5
REPLACEMENT REVOLVING CREDIT NOTE
This is one of a series of notes which amend and restate but do not
extinguish the obligations under those certain Revolving Credit Notes,
as previously amended and restated, executed in connection with the
Amended and Restated Credit Agreement dated as of July 9, 1999 by and
among Cornerstone Realty Income Trust, Inc., each Additional Borrower
party thereto, the Lenders party thereto and First Union National Bank,
as Agent.
$30,000,000 July 26, 1999
FOR VALUE RECEIVED, the undersigned, CORNERSTONE REALTY INCOME TRUST,
INC., a corporation organized under the laws of Virginia ("Cornerstone"),
CRIT-NC, LLC, a limited liability company organized under the laws of Virginia
(the "CRIT-NC"), CORNERSTONE REIT LIMITED PARTNERSHIP, a Virginia limited
partnership ("Cornerstone REIT" ), CORNERSTONE ACQUISITION COMPANY, a
corporation organized under the laws of Virginia ("Cornerstone Acquisition"),
APPLE GENERAL, INC., a corporation organized under the laws of Virginia ("Apple
General"), APPLE LIMITED, INC., a corporation organized under the laws of
Virginia ("Apple Limited"), APPLE REIT LIMITED PARTNERSHIP, a Virginia limited
partnership ("Apple"), APPLE REIT II LIMITED PARTNERSHIP, a Virginia limited
partnership ("Apple II"), APPLE REIT III LIMITED PARTNERSHIP, a Virginia limited
partnership ("Apple III"), APPLE REIT IV LIMITED PARTNERSHIP, a Virginia limited
partnership ("Apple IV"), APPLE REIT V LIMITED PARTNERSHIP, a Virginia limited
partnership ("Apple V"), APPLE REIT VI LIMITED PARTNERSHIP, a Virginia limited
partnership ("Apple VI"), and APPLE REIT VII LIMITED PARTNERSHIP, a Virginia
limited partnership ("Apple VII" and together with CRIT-NC, Cornerstone,
Cornerstone REIT, Cornerstone Acquisition, Apple General, Apple Limited, Apple,
Apple II, Apple III, Apple IV, Apple V and Apple VI, the "Borrowers") hereby
jointly and severally promise to pay to the order of GUARANTY FEDERAL BANK,
F.S.B. (the "Bank"), at the times, at the place and in the manner provided in
the Credit Agreement hereinafter referred to, the principal sum of up to Thirty
Million Dollars ($30,000,000), or, if less, the aggregate unpaid principal
amount of all Loans disbursed by the Bank under the Credit Agreement referred to
below, together with interest at the rates as in effect from time to time with
respect to each portion of the principal amount hereof, determined and payable
as provided in Article IV of the Credit Agreement.
This Note is the Note referred to in, and is entitled to the benefits
of, that certain Amended and Restated Credit Agreement dated as of July 9, 1999
(the "Credit Agreement"), by and among the Borrowers, each Additional Borrower
that may become party thereto, the lenders (including the Bank) party thereto
(the "Lenders"), First Union National Bank, as Administrative Agent (the
"Administrative Agent") and Fleet National Bank, as Syndication Agent. The
Credit Agreement contains, among other things, provisions for the time, place
and manner of payment of this Note, the determination of the interest rate borne
by and fees payable in respect of this Note, acceleration of the payment of this
Note upon the happening of certain stated events and the mandatory repayment of
this Note under certain circumstances.
The Borrowers agree to pay on demand all costs of collection, including
reasonable attorneys' fees, if any part of this Note, principal or interest, is
collected after maturity with the aid of an attorney.
Presentment for payment, notice of dishonor, protest and notice of
protest are hereby waived.
This Note is being given in renewal, extension and replacement (but not
extinguishment) of that certain Revolving Credit Note made by Cornerstone to the
order of Bank dated October 30, 1997. All advances made under such Note and not
previously repaid shall be deemed to be advances hereunder. This Note shall not
be construed as a novation of said Note in any way as this Note evidences the
same indebtedness and is secured by the same collateral.
THIS NOTE IS MADE AND DELIVERED IN THE STATE OF NORTH CAROLINA AND
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
NORTH CAROLINA.
The Debt evidenced by this Note is senior in right of payment to all
Subordinated Debt referred to in the Credit Agreement.
2
IN WITNESS WHEREOF, the Borrower has caused this Note to be executed
under seal by a duly authorized officer as of the day and year first above
written.
CORNERSTONE REALTY INCOME TRUST, INC.
[CORPORATE SEAL]
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Chief Financial Officer
---------------------------------------
[CORPORATE SEAL] CRIT-NC, LLC
By: CORNERSTONE REALTY INCOME TRUST, INC.,
its sole Member/Manager
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Chief Financial Officer
---------------------------------------
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: Chief Financial Officer
---------------------------------------
CORNERSTONE ACQUISITION COMPANY
[CORPORATE SEAL]
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
3
APPLE GENERAL, INC.
[CORPORATE SEAL]
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
APPLE LIMITED, INC.
[CORPORATE SEAL]
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
APPLE REIT LIMITED PARTNERSHIP,
[CORPORATE SEAL] By: APPLE GENERAL, INC.,
its General Partner
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
APPLE REIT II LIMITED PARTNERSHIP,
[CORPORATE SEAL] By: APPLE GENERAL, INC.,
its General Partner
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
APPLE REIT III LIMITED PARTNERSHIP,
[CORPORATE SEAL] By: APPLE GENERAL, INC.,
its General Partner
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
4
APPLE REIT IV LIMITED PARTNERSHIP,
[CORPORATE SEAL] By: APPLE GENERAL, INC.,
its General Partner
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
APPLE REIT V LIMITED PARTNERSHIP,
[CORPORATE SEAL] By: APPLE GENERAL, INC.,
its General Partner
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
APPLE REIT VI LIMITED PARTNERSHIP,
[CORPORATE SEAL] By: APPLE GENERAL, INC.,
its General Partner
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
APPLE REIT VII LIMITED PARTNERSHIP,
[CORPORATE SEAL] By: APPLE GENERAL, INC.,
its General Partner
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
5
REPLACEMENT REVOLVING CREDIT NOTE
This is one of a series of notes which amend and restate but do not
extinguish the obligations under those certain Revolving Credit Notes,
as previously amended and restated, executed in connection with the
Amended and Restated Credit Agreement dated as of July 9, 1999 by and
among Cornerstone Realty Income Trust, Inc., each Additional Borrower
party thereto, the Lenders party thereto and First Union National Bank,
as Agent.
$25,000,000 July 26, 1999
FOR VALUE RECEIVED, the undersigned, CORNERSTONE REALTY INCOME TRUST,
INC., a corporation organized under the laws of Virginia ("Cornerstone"),
CRIT-NC, LLC, a limited liability company organized under the laws of Virginia
(the "CRIT-NC"), CORNERSTONE REIT LIMITED PARTNERSHIP, a Virginia limited
partnership ("Cornerstone REIT" ), CORNERSTONE ACQUISITION COMPANY, a
corporation organized under the laws of Virginia ("Cornerstone Acquisition"),
APPLE GENERAL, INC., a corporation organized under the laws of Virginia ("Apple
General"), APPLE LIMITED, INC., a corporation organized under the laws of
Virginia ("Apple Limited"), APPLE REIT LIMITED PARTNERSHIP, a Virginia limited
partnership ("Apple"), APPLE REIT II LIMITED PARTNERSHIP, a Virginia limited
partnership ("Apple II"), APPLE REIT III LIMITED PARTNERSHIP, a Virginia limited
partnership ("Apple III"), APPLE REIT IV LIMITED PARTNERSHIP, a Virginia limited
partnership ("Apple IV"), APPLE REIT V LIMITED PARTNERSHIP, a Virginia limited
partnership ("Apple V"), APPLE REIT VI LIMITED PARTNERSHIP, a Virginia limited
partnership ("Apple VI"), and APPLE REIT VII LIMITED PARTNERSHIP, a Virginia
limited partnership ("Apple VII" and together with CRIT-NC, Cornerstone,
Cornerstone REIT, Cornerstone Acquisition, Apple General, Apple Limited, Apple,
Apple II, Apple III, Apple IV, Apple V and Apple VI, the "Borrowers") hereby
jointly and severally promise to pay to the order of CRESTAR BANK (the "Bank"),
at the times, at the place and in the manner provided in the Credit Agreement
hereinafter referred to, the principal sum of up to Twenty-Five Million Dollars
($25,000,000), or, if less, the aggregate unpaid principal amount of all Loans
disbursed by the Bank under the Credit Agreement referred to below, together
with interest at the rates as in effect from time to time with respect to each
portion of the principal amount hereof, determined and payable as provided in
Article IV of the Credit Agreement.
This Note is the Note referred to in, and is entitled to the benefits
of, that certain Amended and Restated Credit Agreement dated as of July 9, 1999
(the "Credit Agreement"), by and among the Borrowers, each Additional Borrower
that may become party thereto, the lenders (including the Bank) party thereto
(the "Lenders"), First Union National Bank, as Administrative Agent (the
"Administrative Agent") and Fleet National Bank, as Syndication Agent. The
Credit Agreement contains, among other things, provisions for the time, place
and manner of payment of this Note, the determination of the interest rate borne
by and fees payable in respect of this Note, acceleration of the payment of this
Note upon the happening of certain stated events and the mandatory repayment of
this Note under certain circumstances.
The Borrowers agree to pay on demand all costs of collection, including
reasonable attorneys' fees, if any part of this Note, principal or interest, is
collected after maturity with the aid of an attorney.
Presentment for payment, notice of dishonor, protest and notice of
protest are hereby waived.
This Note is being given in renewal, extension and replacement (but not
extinguishment) of that certain Revolving Credit Note made by Cornerstone to the
order of Bank dated October 30, 1997. All advances made under such Note and not
previously repaid shall be deemed to be advances hereunder. This Note shall not
be construed as a novation of said Note in any way as this Note evidences the
same indebtedness and is secured by the same collateral.
THIS NOTE IS MADE AND DELIVERED IN THE STATE OF NORTH CAROLINA AND
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF
NORTH CAROLINA.
The Debt evidenced by this Note is senior in right of payment to all
Subordinated Debt referred to in the Credit Agreement.
2
IN WITNESS WHEREOF, the Borrower has caused this Note to be executed
under seal by a duly authorized officer as of the day and year first above
written.
CORNERSTONE REALTY INCOME TRUST, INC.
[CORPORATE SEAL]
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Chief Financial Officer
---------------------------------------
[CORPORATE SEAL] CRIT-NC, LLC
By: CORNERSTONE REALTY INCOME TRUST, INC.,
its sole Member/Manager
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Chief Financial Officer
---------------------------------------
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: Chief Financial Officer
---------------------------------------
CORNERSTONE ACQUISITION COMPANY
[CORPORATE SEAL]
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
3
APPLE GENERAL, INC.
[CORPORATE SEAL]
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
APPLE LIMITED, INC.
[CORPORATE SEAL]
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
APPLE REIT LIMITED PARTNERSHIP,
[CORPORATE SEAL] By: APPLE GENERAL, INC.,
its General Partner
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
APPLE REIT II LIMITED PARTNERSHIP,
[CORPORATE SEAL] By: APPLE GENERAL, INC.,
its General Partner
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
APPLE REIT III LIMITED PARTNERSHIP,
[CORPORATE SEAL] By: APPLE GENERAL, INC.,
its General Partner
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
4
APPLE REIT IV LIMITED PARTNERSHIP,
[CORPORATE SEAL] By: APPLE GENERAL, INC.,
its General Partner
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
APPLE REIT V LIMITED PARTNERSHIP,
[CORPORATE SEAL] By: APPLE GENERAL, INC.,
its General Partner
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
APPLE REIT VI LIMITED PARTNERSHIP,
[CORPORATE SEAL] By: APPLE GENERAL, INC.,
its General Partner
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------
APPLE REIT VII LIMITED PARTNERSHIP,
[CORPORATE SEAL] By: APPLE GENERAL, INC.,
its General Partner
By: /s/ S. J. Olander, Jr.
---------------------------------------
Name: Stanley J. Olander, Jr.
---------------------------------------
Title: Vice President
---------------------------------------