EXHIBIT 10.1(d)
FIRST AND SECOND AMENDMENTS TO THE AMENDED
AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF THE OPERATING PARTNERSHIP
FIRST AMENDMENT TO
AMENDED & RESTATED PARTNERSHIP AGREEMENT
----------------------------------------
THIS FIRST AMENDMENT, dated as of November 15, 1999, to the
Amended and Restated Partnership Agreement, dated as of March 22, 1999, (the
"Partnership Agreement"), of ACADIA REALTY LIMITED PARTNERSHIP, a Delaware
limited partnership (the "Partnership"). Capitalized terms used herein but not
defined herein shall have the meanings given such terms in the Partnership
Agreement.
BACKGROUND
----------
Since the date of the Partnership Agreement, certain Limited
Partners have (i) converted their OP Units to Common Shares of the General
Partner and (ii) transferred their OP Units to a new Limited Partner.
The General Partner, pursuant to the exercise of such
authority and in accordance with Section 12(C) of the Partnership Agreement, has
determined to execute this First Amendment to the Partnership Agreement to
evidence the changes to the ownership of OP Units due to the conversion and
transfer of such OP Units.
NOW, THEREFORE, the parties hereto, for good and sufficient
consideration and intending to be legally bound, hereby amend the Partnership
Agreement as follows:
1. Annex "A" of the Partnership Agreement is hereby amended
and restated to reflect (i) changes to the ownership of OP Units due to the
conversion and transfer of certain OP Units and (ii) the admission of Cheerful
Corporation as a new Limited Partner as of ________, 1999 whose authorized
signature appears on the signature page hereto, which Limited Partner shall have
such number of OP Units as is set forth opposite such Limited Partner's name on
Annex "A". Annex "B" of the Partnership Agreement is hereby amended and restated
to reflect the Capital Contribution made by the new Limited Partner.
2. By execution of this First Amendment to the Partnership
Agreement, the new Limited Partner agrees to be bound by each and every term of
the Partnership Agreement as amended hereby from and after the date hereof.
3. This First Amendment may be executed in counterparts,
each of which shall constitute an original, but all together shall constitute
one and the same document.
4. Except as expressly set forth in this First Amendment,
the Partnership Agreement is hereby ratified and confirmed in each and every
respect.
[SIGNATURE PAGE FOLLOWS]
894180.1
IN WITNESS WHEREOF, this First Amendment to the Limited
Partnership Agreement is executed and delivered as of the date first written
above.
ACADIA REALTY TRUST
By: /s/ Xxxxxxx X. Xxxxxxxxx
___________________________________
Name: Xxxxxxx X. Xxxxxxxxx
Title: President
ACADIA REALTY LIMITED PARTNERSHIP
By: Acadia Realty Trust, its General Partner
By: /s/ Xxxxxxx X. Xxxxxxxxx
___________________________
Name: Xxxxxxx X. Xxxxxxxxx
Title: President
NEW LIMITED PARTNER:
CHEERFUL CORPORATION
By: ______________________________________
Name:
Title:
894180
2
AMENDED AND RESTATED
AS OF NOVEMBER 15, 1999
ANNEX "A"
---------
Percentage
Percentage Percentage Interest of all
Interest of Interest of Partnership
Name of Partner OP Units OP Units Preferred Units Preferred Units Interests
--------------- --------- ---------- --------------- --------------- --------------
General Partner
---------------
Company 24,719,215
Limited Partners
----------------
Xxxxxx X. Xxxxxxxxx 121,000
L & J Realty Company 2,000
Xxxx Xxxxxxx 533,400
Xxxxxxx X. Xxxxxxxxx 261,691
RD Woonsocket, Inc. 7,540
RD Abington, Inc. 3,684
RD Missouri, Inc. 2,883
RD Merrilville, Inc. 7,799
RD Elmwood, Inc. 5,205
RD Village, Inc. 9,545
XX Xxxxxx, Inc. 6,807
XX Xxxxxx, Inc. 5,189
RD Townline, Inc. 5,036
RD Whitegate, Inc. 1,650
RD Properties, X.X. XX 986,695
RD Properties, L.P. III 1,287,396
RD Properties, X.X. XX 944,988
RD Properties, L.P. V 2,257,792
894180.1
A-1
Percentage
Percentage Percentage Interest of all
Interest of Interest of Partnership
Name of Partner OP Units OP Units Preferred Units Preferred Units Interests
--------------- --------- ---------- --------------- --------------- --------------
RD Crossroads
Associates, L.P. 844,400
RD Soundview
Associates L.P. 632,400
RD Smithtown
Associates L.P. 764,267
Homkor Colony, L.P. 31,333
XX Xxxxxx Associates
L.P. 673,860
XX Xxxxxxxxxx
Associates Limited
Partnership II 712,933
G.O. Associates
Limited Partnership 38,877
Columbia VGH Investors 96,048
Great Universal Capital
Corp. 220,300
Xxxx Xxxxxxx Realty
LLC 294,434
RD Greenbelt, Inc. 55,011
KAL Partners L.P. 102,068
Xxxxxxx X. Xxxxx 34,005
Xxxxx Xxxxx 17,029
S & J Xxxx Revocable
Trust 25,517
Xxxxxxxxxx Family
1991 Trust 21,247
Xxxxxxxxxx Family
1986 Trust 21,247
894180.1
A-2
Percentage
Percentage Percentage Interest of all
Interest of Interest of Partnership
Name of Partner OP Units OP Units Preferred Units Preferred Units Interests
--------------- --------- ---------- --------------- --------------- --------------
Xxxxx Xxxxxxxx 50,000
Xxxx Xxxxx 6,667
Xxxx Xxxxxxx 8,000
Xxxxxx Xxxxxxx 4,667
Cheerful Corporation 118,391
TOTALS 35,942,216 100% 100% 100%
894180.1
A-3
AMENDED AND RESTATED
AS OF NOVEMBER 15, 1999
ANNEX "B"
---------
Partner Capital Contribution
------- --------------------
The Company $136,500,000
Xxxxxx Xxxxxxxxx The properties
set forth on "Schedule B
-- The Properties" in
accordance with the terms
and subject to the
conditions contained in
the several purchase and
sale agreements, dated as
of June 3, 1993, by and
between the Partnership
and Xxxxxx Xxxxxxxxx.
L & J Realty Company (1)
Xxxx Xxxxxxx (1)
Xxxxxxx X. Xxxxxxxxx (1)
RD Woonsocket, Inc. (1)
RD Abington, Inc. (1)
RD Missouri, Inc. (1)
RD Merrilville, Inc. (1)
RD Elmwood, Inc. (1)
RD Village, Inc. (1)
XX Xxxxxx, Inc. (1)
XX Xxxxxx, Inc. (1)
RD Townline, Inc. (1)
RD Whitegate, Inc. (1)
RD Properties, X.X. XX (1)
RD Properties, L.P. III (1)
RD Properties, X.X. XX (1)
RD Properties, L.P. V (1)
894180.1
B-1
Partner Capital Contribution
------- --------------------
RD Crossroads Associates, L.P. (1)
RD Soundview Associates L.P. (1)
RD Smithtown Associates L.P. (1)
Homkor Colony, L.P. (1)
XX Xxxxxx Associates L.P. (1)
XX Xxxxxxxxxx Associates Limited
Partnership II (1)
G.O. Associates Limited Partnership (1)
Columbia VGH Investors (1)
Great Universal Capital Corp. (1)
Xxxx Xxxxxxx Realty LLC (1)
RD Greenbelt, Inc. (1)
KAL Partners L.P. (1)
Xxxxxxx X. Xxxxx (1)
Xxxxx Xxxxx (1)
S & J Xxxx Revocable Trust (1)
Xxxxxxxxxx Family 1991 Trust (1)
Xxxxxxxxxx Family 1986 Trust (1)
Xxxxx Xxxxxxxx (1)
Xxxx Xxxxx (1)
Xxxx Xxxxxxx (1)
Xxxxxx Xxxxxxx (1)
Cheerful Corporation N/A
(1) The properties and/or other assets contributed directly or indirectly by
the Limited Partner to the Partnership in accordance with the terms and
conditions in the Contribution and Share Purchase Agreement dated as of
April 15, 1998 between, among others, the Partnership and the Limited
Partner and/or its affiliate.
894180.1
B-2
(2) The properties and/or other assets contributed directly or indirectly by
the Limited Partner to the Partnership in accordance with the terms and
conditions in the Agreement of Contribution dated as of November 8, 1999
between, among others, the Partnership and the Limited Partner.
894180.1
B-3
SECOND AMENDMENT TO
AMENDED & RESTATED PARTNERSHIP AGREEMENT
----------------------------------------
THIS SECOND AMENDMENT, dated as of November 18, 1999, to the Amended
and Restated Partnership Agreement, dated as of March 22, 1999, as amended by
the First Amendment dated as of November 15, 1999 (collectively, the
"Partnership Agreement"), of ACADIA REALTY LIMITED PARTNERSHIP, a Delaware
limited partnership (the "Partnership"). Capitalized terms used herein but not
defined herein shall have the meanings given such terms in the Partnership
Agreement.
BACKGROUND
----------
The Partnership is a party to a certain Agreement of Contribution dated
as of November 8, 1999 (the "Contribution Agreement") pursuant to which, among
other things, the Partnership has agreed to acquire partnership interests in
Pacesetter/Ramapo Associates, a New York limited partnership, in consideration
for, among other things, Preferred Units in the Partnership. Pursuant to Section
3.2(B) of the Partnership Agreement, the General Partner of the Partnership has
the power and authority to issue additional Partnership Interests to Persons in
exchange for additional Capital Contributions.
The General Partner, pursuant to the exercise of such authority and in
accordance with Section 12(C) of the Partnership Agreement, has determined to
execute this Second Amendment to the Partnership Agreement to evidence the
issuance of additional Partnership Interests and the admission of the other
signatories hereto (the "Pacesetter Partners") as Limited Partners of the
Partnership.
NOW, THEREFORE, the parties hereto, for good and sufficient
consideration and intending to be legally bound, hereby amend the Partnership
Agreement as follows:
1. Annex "A" of the Partnership Agreement is hereby amended and
restated to reflect the admission as Limited Partners on the date hereof of the
Pacesetter Partners whose authorized signatures appear on the signature page
hereto, each of whom shall have such number of Preferred Units as is set forth
opposite such signatory's name on Annex "A". Annex "B" of the Partnership
Agreement is hereby amended and restated to reflect the Capital Contributions
made by the Pacesetter Partners.
2. The Preferred Units issued hereby shall have the rights,
preferences, privileges and designations set forth in Annex "C" which is hereby
incorporated into the Partnership Agreement.
892155.2
3. By execution of this Second Amendment to the Partnership
Agreement, each of the Pacesetter Partners agrees to be bound by each and every
term of the Partnership Agreement as amended hereby from and after the date
hereof.
4. This Second Amendment may be executed in counterparts, each of
which shall constitute an original, but all together shall constitute one and
the same document.
5. Except as expressly set forth in this Second Amendment, the
Partnership Agreement is hereby ratified and confirmed in each and every
respect.
[SIGNATURE PAGE FOLLOWS]
2
892155.2
IN WITNESS WHEREOF, this First Amendment to the Limited Partnership
Agreement is executed and delivered as of the date first written above.
ACADIA REALTY TRUST
By: /s/ Xxxxxxx X. Xxxxxxxxx
____________________________________
Name: Xxxxxxx X. Xxxxxxxxx
Title: President
ACADIA REALTY LIMITED PARTNERSHIP
By: Acadia Realty Trust,
its General Partner
By: /s/ Xxxxxxx X. Xxxxxxxxx
_____________________________
Name: Xxxxxxx X. Xxxxxxxxx
Title: President
PACESETTER PARTNERS:
/s/ Xxx X. Xxxxxx
________________________________________
/s/ H. Xxxxxx Xxxxxx
________________________________________
/s/ Xxxxx Xxxxxxxxx
________________________________________
AMCAP INCORPORATED
By: _____________________________________
Name:
Title:
LENNOX SECURITIES, INC.
By: _____________________________________
Name:
Title:
3
892155.2
AMENDED AND RESTATED
AS OF NOVEMBER 18, 1999
ANNEX "A"
---------
Percentage
Percentage Percentage Interest of all
Interest of Interest of Partnership
Name of Partner OP Units OP Units Preferred Units Preferred Units Interests
--------------- -------- ----------- --------------- --------------- ----------------
General Partner
---------------
Company 24,719,215
Limited Partners
----------------
Xxxxxx X. Xxxxxxxxx 121,000
L & J Realty Company 2,000
Xxxx Xxxxxxx 533,400
Xxxxxxx X. Xxxxxxxxx 261,691
RD Woonsocket, Inc. 7,540
RD Abington, Inc. 3,684
RD Missouri, Inc. 2,883
RD Merrilville, Inc. 7,799
RD Elmwood, Inc. 5,205
RD Village, Inc. 9,545
XX Xxxxxx, Inc. 6,807
XX Xxxxxx, Inc. 5,189
RD Townline, Inc. 5,036
RD Whitegate, Inc. 1,650
RD Properties, X.X. XX 986,695
RD Properties, L.P. III 1,287,396
RD Properties, X.X. XX 944,988
RD Properties, L.P. V 2,257,792
A-1
892155.2
Percentage
Percentage Percentage Interest of all
Interest of Interest of Partnership
Name of Partner OP Units OP Units Preferred Units Preferred Units Interests
--------------- -------- ----------- --------------- --------------- ----------------
RD Crossroads Associates, L.P. 844,400
RD Soundview Associates L.P. 632,400
RD Smithtown Associates L.P. 764,267
Homkor Colony, L.P. 31,333
XX Xxxxxx Associates L.P. 673,860
XX Xxxxxxxxxx Associates
Limited Partnership II 712,933
G.O. Associates Limited
Partnership 38,877
Columbia VGH Investors 96,048
Great Universal Capital Corp. 220,300
Xxxx Xxxxxxx Realty LLC 294,434
RD Greenbelt, Inc. 55,011
KAL Partners L.P. 102,068
Xxxxxxx X. Xxxxx 34,005
Xxxxx Xxxxx 17,029
S & J Xxxx Revocable Trust 25,517
Xxxxxxxxxx Family 1991 Trust 21,247
Xxxxxxxxxx Family 1986 Trust 21,247
892155.2
A-2
Percentage
Percentage Percentage Interest of all
Interest of Interest of Partnership
Name of Partner OP Units OP Units Preferred Units Preferred Units Interests
--------------- -------- ----------- --------------- --------------- ----------------
Xxxxx Xxxxxxxx 50,000
Xxxx Xxxxx 6,667
Xxxx Xxxxxxx 8,000
Xxxxxx Xxxxxxx 4,667
Cheerful Corporation 118,391
Xxx X. Xxxxxx
H. Xxxxxx Xxxxxx
Xxxxx Xxxxxxxxx
AmCap Incorporated
Lennox Securities, Inc.
TOTALS 35,942,216 100% 100% 100%
A-3
892155.2
AMENDED AND RESTATED
AS OF NOVEMBER 18, 1999
ANNEX "B"
_________
Partner Capital Contribution
------- --------------------
The Company $136,500,000
Xxxxxx Xxxxxxxxx The properties set forth on
"Schedule B -- The Properties"
in accordance with the terms
and subject to the conditions
contained in the several purchase
and sale agreements, dated as
of June 3, 1993, by and between
the Partnership and Xxxxxx
Xxxxxxxxx.
L & J Realty Company (1)
Xxxx Xxxxxxx (1)
Xxxxxxx X. Xxxxxxxxx (1)
RD Woonsocket, Inc. (1)
RD Abington, Inc. (1)
RD Missouri, Inc. (1)
RD Merrilville, Inc. (1)
RD Elmwood, Inc. (1)
RD Village, Inc. (1)
XX Xxxxxx, Inc. (1)
XX Xxxxxx, Inc. (1)
RD Townline, Inc. (1)
RD Whitegate, Inc. (1)
RD Properties, X.X. XX (1)
RD Properties, L.P. III (1)
RD Properties, X.X. XX (1)
RD Properties, L.P. V (1)
B-1
892155.2
Partner Capital Contribution
------- --------------------
RD Crossroads Associates, L.P. (1)
RD Soundview Associates L.P. (1)
RD Smithtown Associates L.P. (1)
Homkor Colony, L.P. (1)
XX Xxxxxx Associates L.P. (1)
XX Xxxxxxxxxx Associates
Limited Partnership II (1)
G.O. Associates
Limited Partnership (1)
Columbia VGH Investors (1)
Great Universal Capital Corp. (1)
Xxxx Xxxxxxx Realty LLC (1)
RD Greenbelt, Inc. (1)
KAL Partners L.P. (1)
Xxxxxxx X. Xxxxx (1)
Xxxxx Xxxxx (1)
S & J Xxxx Revocable Trust (1)
Xxxxxxxxxx Family 1991 Trust (1)
Xxxxxxxxxx Family 1986 Trust (1)
Xxxxx Xxxxxxxx (1)
Xxxx Xxxxx (1)
Xxxx Xxxxxxx (1)
Xxxxxx Xxxxxxx (1)
Cheerful Corporation N/A
Xxx X. Xxxxxx (2)
H. Xxxxxx Xxxxxx (2)
Xxxxx Xxxxxxxxx (2)
B-2
892155.2
Partner Capital Contribution
------- --------------------
AmCap Incorporated (2)
Lennox Securities, Inc. (2)
(1) The properties and/or other assets contributed directly or
indirectly by the Limited Partner to the Partnership in accordance
with the terms and conditions in the Contribution and Share Purchase
Agreement dated as of April 15, 1998 between, among others, the
Partnership and the Limited Partner and/or its affiliate.
(2) The properties and/or other assets contributed directly or
indirectly by the Limited Partner to the Partnership in accordance
with the terms and conditions in the Agreement of Contribution dated
as of November 8, 1999 between, among others, the Partnership and the
Limited Partner.
B-3
892155.2
909738.9
47
