Exhibit 4.3
Lender Addition
and Acknowledgment Agreement
Dated July 27, 1999
Reference is made to the Amended and Restated Credit Agreement dated as
of July 9, 1999 (as amended, restated, supplemented, or otherwise modified, the
"Credit Agreement") 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, a Virginia limited partnership ("Cornerstone REIT L.P."),
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"), APPLE REIT VII
LIMITED PARTNERSHIP, a Virginia limited partnership, each Additional Borrower
who may become party thereto (collectively, with Cornerstone, CRIT-NC,
Cornerstone REIT L.P., Cornerstone Acquisition, Apple General, Apple Limited,
Apple, Apple II, Apple III, Apple IV, Apple V, Apple VI and Apple VII, the
"Borrowers"), the Lenders who are or may become party thereto (collectively, the
"Lenders"), First Union National Bank ("First Union"), as Administrative Agent
(the "Administrative Agent") and Fleet National Bank, as Syndication Agent (the
"Syndication Agent"). Capitalized terms defined in the Credit Agreement and used
herein without definition shall have the same meanings herein as in the Credit
Agreement.
The Borrowers, First Union, on its own behalf and as Administrative
Agent, and Wachovia Bank, N.A., on its own behalf and as Documentation Agent
(the "New Lender") agree as follows:
1. Subject to Section 2.7 of the Credit Agreement and this Lender
Addition and Acknowledgment Agreement, the Borrowers hereby increase the
Aggregate Commitment from $175,000,000 to $185,000,000. This Lender Addition and
Acknowledgment Agreement is entered into pursuant to, and authorized by, Section
2.7 of the Credit Agreement.
2. The parties hereto acknowledge and agree that, immediately prior to
the addition of the New Lender and the increase of the Aggregate Commitment
evidenced hereby, (a) the Commitment Percentage of each Lender under the Credit
Agreement (but not including the New Lender), (b) the Commitment under the
Credit Agreement of each Lender (but not including the New Lender) and (c) the
outstanding balances of the Loans (and the exposure under Letters of Credit)
under the Credit Agreement made by each Lender (but not including the New
Lender) are each set forth on Schedule A-1 hereto.
3. The parties hereto acknowledge and agree that, as of the Effective
Date (as defined below), (a) the Commitment Percentage under the Credit
Agreement of each
Lender, including, without limitation, the New Lender, (b) the Commitment under
the Credit Agreement of each Lender, including, without limitation, the New
Lender, and (c) the outstanding balances of the Loans (and the exposure under
Letters of Credit) under the Credit Agreement made by each Lender, including,
without limitation, the New Lender, are each set forth on Schedule A-2 hereto.
4. Attached hereto is a revised Schedule 1 to the Credit Agreement,
revised to reflect the Commitment and the Commitment Percentage of each Lender
as of the Effective Date of this Lender Addition and Acknowledgment Agreement.
5. The Borrowers acknowledge that the amount of the increase in the
Aggregate Commitment, together with all other increases in the Aggregate
Commitment pursuant to Section 2.7 of the Credit Agreement since the Closing
Date of the Credit Agreement, shall not cause the Aggregate Commitment (as
increased hereby and by any other increase in the Aggregate Commitment pursuant
to Section 2.7) to exceed $200,000,000.
6. The Borrowers hereby direct Wachovia and Wachovia agrees to advance
under its Note to the Administrative Agent, who will pay to the other Lenders as
a reduction of their Notes such amounts as are necessary such that after such
advance under the Wachovia Note and reduction of the other Lender's Notes, each
Lender's (including Wachovia's) share of the aggregate amounts outstanding under
the Credit Agreement is equal to its Commitment Percentage as set forth on
Schedule A-2.
7. First Union attaches the Revolving Credit Note delivered to it
under the Credit Agreement and requests that the Borrowers exchange such
Revolving Credit Note for a new Revolving Credit Note payable to First Union as
follows:
Revolving Credit Note
Payable to the Order of: Principal Amount of Note:
----------------------- -----------------------------
First Union National Bank $60,000,000
The New Lender requests that the Borrowers issue a new Revolving Credit
Note payable to the New Lender as follows:
Revolving Credit Note
Payable to the Order of: Principal Amount of Note:
------------------------ ---------------------------
Wachovia Bank, N.A. $35,000,000
8. The New Lender (i) represents and warrants that it is legally
authorized to enter into this Lender Addition and Acknowledgment Agreement; (ii)
confirms that it has received a copy of the Credit Agreement, together with
copies of the most recent financial statements delivered pursuant to Section 7.1
thereof and such other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into this Lender Addition and
Acknowledgment Agreement; (iii) agrees that it will, independently and without
reliance upon any other Lender or Administrative Agent and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Credit
Agreement; (iv) confirms that it meets the criteria set forth in the definition
of Eligible Assignee; (v) appoints and authorizes Administrative Agent to take
such action as agent
2
on its behalf and to exercise such powers under the Credit Agreement and the
other Loan Documents as are delegated to such Administrative Agent by the terms
thereof, together with such powers as are reasonably incidental thereto; (vi)
agrees that it will perform in accordance with their terms all the obligations
which by the terms of the Credit Agreement and the other Loan Documents are
required to be performed by it as a Lender; and (vii) agrees that it will keep
confidential all the information with respect to the Borrowers or any guarantors
furnished to it by the Borrowers or any guarantors (other than information
required or requested to be disclosed by it pursuant to regulatory requirements
or legal process); information requested by and disclosed to its auditors,
accountants and attorneys, provided that the New Lender shall use commercially
reasonable efforts to have such Persons enter into a confidentiality agreement
with respect to such information; and information generally available to the
public or otherwise available to the New Lender on a nonconfidential basis).
9. The Borrowers represent and warrant that each term and condition of
Section 2.7 of the Credit Agreement has been satisfied in the manner set forth
in such Section 2.7.
10. The effective date for this Lender Addition and Acknowledgment
Agreement shall be July 27, 1999 ("Effective Date"). Following the execution of
this Lender Addition and Acknowledgment Agreement, it will be delivered to the
Administrative Agent for the consent of the Administrative Agent and acceptance
and recording in the Register.
11. Upon such consents, acceptance and recording, from and after the
Effective Date, the New Lender shall be a party to the Credit Agreement and the
other Loan Documents to which Lenders are parties and, to the extent provided in
this Lender Addition and Acknowledgment Agreement, have the rights and
obligations of a Lender under each such agreement.
12. Upon such consents, acceptance and recording, from and after the
Effective Date, the Administrative Agent shall make all payments in respect of
the interest assigned hereby (including payments of principal, interest, fees
and other amounts) to the New Lender.
13. The Borrowers confirm that the representations and warranties of the
Borrowers under the Credit Agreement and the other Loan Documents are true and
correct in all material respects as of the date hereof, both before and after
giving effect to this Lender Addition and Acknowledgment Agreement.
14. THIS LENDER ADDITION AND ACKNOWLEDGMENT AGREEMENT SHALL BE DEEMED TO
BE A CONTRACT UNDER SEAL AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NORTH CAROLINA, WITHOUT REGARD TO CONFLICT OF LAW
PRINCIPLES.
3
BORROWERS:
CORNERSTONE REALTY INCOME TRUST, INC.
[CORPORATE SEAL]
By: /s/ X. X. Xxxxxxx, Xx.
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
--------------------------------------
Title: Chief Financial Officer
--------------------------------------
CRIT-NC, LLC
By: CORNERSTONE REALTY INCOME TRUST, INC.,
its sole Member/Manager
[CORPORATE SEAL]
By: /s/ X. X. Xxxxxxx, Xx.
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
--------------------------------------
Title: Chief Financial Officer
--------------------------------------
CORNERSTONE REIT LIMITED PARTNERSHIP,
[CORPORATE SEAL] By: CORNERSTONE REALTY INCOME TRUST, INC.,
its General Partner
By: /s/ X. X. Xxxxxxx, Xx.
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
--------------------------------------
Title: Chief Financial Officer
--------------------------------------
CORNERSTONE ACQUISITION COMPANY
[CORPORATE SEAL]
By: /s/ X. X. Xxxxxxx, Xx.
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
--------------------------------------
Title: Vice President
--------------------------------------
APPLE GENERAL, INC.
[CORPORATE SEAL]
By: /s/ X. X. Xxxxxxx, Xx.
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
--------------------------------------
Title: Vice President
--------------------------------------
4
APPLE LIMITED, INC.
[CORPORATE SEAL]
By: /s/ X. X. Xxxxxxx, Xx.
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
--------------------------------------
Title: Vice President
--------------------------------------
APPLE REIT LIMITED PARTNERSHIP,
[CORPORATE SEAL] By: APPLE GENERAL, INC.,
its General Partner
By: /s/ X. X. Xxxxxxx, Xx.
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
--------------------------------------
Title: Vice President
--------------------------------------
APPLE REIT II LIMITED PARTNERSHIP,
[CORPORATE SEAL] By: APPLE GENERAL, INC.,
its General Partner
By: /s/ X. X. Xxxxxxx, Xx.
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
--------------------------------------
Title: Vice President
--------------------------------------
APPLE REIT III LIMITED PARTNERSHIP,
[CORPORATE SEAL] By: APPLE GENERAL, INC.,
its General Partner
By: /s/ X. X. Xxxxxxx, Xx.
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
--------------------------------------
Title: Vice President
--------------------------------------
APPLE REIT IV LIMITED PARTNERSHIP,
[CORPORATE SEAL] By: APPLE GENERAL, INC.,
its General Partner
By: /s/ X. X. Xxxxxxx, Xx.
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
--------------------------------------
Title: Vice President
--------------------------------------
5
APPLE REIT V LIMITED PARTNERSHIP,
[CORPORATE SEAL] By: APPLE GENERAL, INC.,
its General Partner
By: /s/ X. X. Xxxxxxx, Xx.
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
--------------------------------------
Title: Vice President
--------------------------------------
APPLE REIT VI LIMITED PARTNERSHIP,
[CORPORATE SEAL] By: APPLE GENERAL, INC.,
its General Partner
By: /s/ X. X. Xxxxxxx, Xx.
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
--------------------------------------
Title: Vice President
--------------------------------------
APPLE REIT VII LIMITED PARTNERSHIP,
[CORPORATE SEAL] By: APPLE GENERAL, INC.,
its General Partner
By: /s/ X. X. Xxxxxxx, Xx.
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx, Xx.
--------------------------------------
Title: Vice President
--------------------------------------
FIRST UNION NATIONAL BANK, as
Lender
By: /s/ Xxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxxxx
--------------------------------------
Title: Director
--------------------------------------
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NEW LENDER:
WACHOVIA BANK, N.A.
Commitment $35,000,000
Commitment Percentage 18.92%
By: /s/ Xxxx X. Xxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxx
--------------------------------------
Title: Vice President
--------------------------------------
Acknowledged and Consented to:
FIRST UNION NATIONAL BANK, as
Administrative Agent
By: /s/ Xxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxxxx
--------------------------------------
Title: Director
--------------------------------------
7
Schedule A-1
to
Lender Addition and Acknowledgment Agreement
Lenders and Commitments
-----------------------
(as of the date hereof)
A. Commitment Percentage of Each Lender.
-------------------------------------
1. First Union National Bank 48.57%
2. Crestar Bank 14.29%
3. Fleet National Bank 20.00%
4. Guaranty Federal Bank 17.14%
A-1-1
B. Commitment of Each Lender.
--------------------------
1. First Union National Bank $85,000,000
2. Crestar Bank $25,000,000
3. Fleet National Bank $35,000,000
4. Guaranty Federal Bank $30,000,000
A-1-2
C. Outstanding Balance of the Loans of Each Lender.
------------------------------------------------
1. First Union National Bank $__________
2. Crestar Bank $__________
3. Fleet National Bank $__________
4. Guaranty Federal Bank $__________
A-1-3
D. Letter of Credit Exposure of Each Lender.
-----------------------------------------
1. First Union National Bank $__________
2. Crestar Bank $__________
3. Fleet National Bank $__________
4. Guaranty Federal Bank $__________
X-0-0
Xxxxxxxx X-0
to
Lender Addition and Acknowledgment Agreement
Lenders and Commitments
-----------------------
(as of the Effective Date)
A. Commitment Percentage of Each Lender.
-------------------------------------
1. First Union National Bank 32.43%
2. Crestar Bank 13.51%
3. Fleet National Bank 18.92%
4. Guaranty Federal Bank 16.22%
5. Wachovia Bank, N.A. 18.92%
A-2-1
B. Commitment of Each Lender.
--------------------------
1. First Union National Bank $60,000,000
2. Crestar Bank $25,000,000
3. Fleet National Bank $35,000,000
4. Guaranty Federal Bank $30,000,000
5. Wachovia Bank, N.A. $35,000,000
A-2-2
C. Outstanding Balance of the Loans of Each Lender.
------------------------------------------------
1. First Union National Bank $__________
2. Crestar Bank $__________
3. Fleet National Bank $__________
4. Guaranty Federal Bank $__________
5. Wachovia Bank, N.A. $__________
A-2-3
D. Letter of Credit Exposure of each Lender.
-----------------------------------------
1. First Union National Bank $__________
2. Crestar Bank $__________
3. Fleet National Bank $__________
4. Guaranty Federal Bank $__________
5. Wachovia Bank, N.A. $__________
A-2-4
Schedule 1
to
Amended and Restated
Credit Agreement
Lenders and Commitments
-----------------------
Commitment
Commitment Percentage
---------- ----------
1. First Union National Bank $60,000,000 32.43%
Xxx Xxxxx Xxxxx Xxxxxx, XX-0
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000-0000
Attention: Xxxx Xxxxxxxx
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
2. Crestar Bank $25,000,000 13.51%
0000 Xxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxxxx
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
3. Fleet National Bank $35,000,000 18.92%
000 Xxxxxxxxxxx Xxxxxx, XX XX 000
0xx Xxxxx
Xxxxxxxxxx, XX 00000
Attention: Xxx XxXxxxxxxx
Vice President
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
4. Guaranty Federal Bank $30,000,000 16.22%
0000 Xxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxx, XX 00000
Attention: Xxxx Xxxxxx
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
5. Wachovia Bank, N.A. $35,000,000 18.92%
Real Estate Finance Division
000 Xxxxxxxxx Xxxxxx, XX
Xxxxxxx, XX 00000
Attention: Xxxx Xxxxxx
Telephone No.: (000) 000-0000
Telecopy No.: (000) 000-0000
