EXHIBIT 99.(b)(18)
AMENDED AND RESTATED REVOLVING CREDIT NOTE
April 18, 2001
FOR VALUE RECEIVED, the undersigned, CORNERSTONE REALTY INCOME TRUST,
INC., a corporation organized under the laws of Virginia ("Cornerstone") and
CRIT-NC, LLC, a limited liability company organized under the laws of Virginia
("CRIT-NC" and together with Cornerstone, 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 amount of the Bank's Commitment (as defined in the
Credit Agreement referred to below), 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 one of the Notes referred to in, and is entitled to the
benefits of, that certain Credit Agreement dated as of December 12, 2000 (as
amended, modified, renewed, restated, replaced or extended from time to time,
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") and First Union National Bank, as Administrative Agent (the
"Administrative 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.
This Note is given in modification, replacement and restatement of, but
not extinguishment of the unpaid indebtedness evidenced by, that certain
Revolving Credit Note dated as of December 12, 2000 made by the Borrowers
payable to the order of the Bank. This Note modifies and replaces, but does not
repay, said Revolving Credit Note dated as of December 12, 2000, and all
indebtedness formerly evidenced by said Revolving Credit Note
dated as of December 12, 2000 and unpaid on the date hereof shall now be
evidenced by this Note, and as of the date hereof, said Revolving Credit Note
dated as of December 12, 2000 shall no longer evidence said outstanding
indebtedness. This Note shall not be considered to be a novation of said
Revolving Credit Note dated as of December 12, 2000 as this Note evidences the
same indebtedness.
IN WITNESS WHEREOF, the Borrowers have caused this Note to be executed
under seal by duly authorized officers thereof as of the day and year first
above written.
CORNERSTONE REALTY INCOME TRUST, INC.
[CORPORATE SEAL]
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
-------------------------------------
Title: Director, Chief Financial Officer
and Secretary
-------------------------------------
[CORPORATE SEAL] CRIT-NC, LLC
By: CORNERSTONE REALTY INCOME TRUST, INC.,
its sole Member/Manager
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxx
---------------------------------
Title: Director, Chief Financial Officer
and Secretary
---------------------------------
2
