0000899629-15-000025 Sample Contracts

FORM OF OMNIBUS AMENDMENT TO SERIES OF ASSIGNMENTS AND ASSUMPTIONS OF CARRIED INTEREST
Acadia Realty Trust • July 31st, 2015 • Real estate investment trusts • New York

This Omnibus Amendment to the Series of Assignments and Assumptions of Carried Interest (the “Amendment”) made as of the __ of ___, 20__ by and between ACADIA REALTY LIMITED PARTNERSHIP, a Delaware limited partnership, having an office at 1311 Mamaroneck Avenue, Suite 260, White Plains, New York 10605 (”Assignor”) and __________________ [insert Assignee name], an individual residing in the State of New York (“Assignee”).

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SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • July 31st, 2015 • Acadia Realty Trust • Real estate investment trusts • New York

SECOND AMENDMENT, dated as of May 22, 2015 (this “Agreement”), to the AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) dated as of November 25, 2013, among ACADIA REALTY LIMITED PARTNERSHIP, a Delaware limited partnership (the “Borrower”), ACADIA REALTY TRUST, a Maryland real estate investment trust (the “REIT”) and certain subsidiaries of the Borrower from time to time party hereto, as Guarantors, each lender from time to time party hereto (collectively, the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement (including, if applicable, the Credit Agreement as amended pursuant to Section 1 below).

FORM OF ASSIGNMENT AND ASSUMPTION OF CARRIED INTEREST
Assignment and Assumption of Carried Interest • July 31st, 2015 • Acadia Realty Trust • Real estate investment trusts • New York

This Assignment and Assumption of Carried Interest (“Assignment”) is made as of the __ day of __, 20__ by and between ACADIA REALTY LIMITED PARTNERSHIP, a Delaware limited partnership, having an office at 1311 Mamaroneck Avenue, Suite 260, White Plains, New York 10605 (“Assignor”) and ________, an individual residing in the State of New York (“Assignee”).

THIRD AMENDMENT TO AMENDED & RESTATED PARTNERSHIP AGREEMENT
Partnership Agreement • July 31st, 2015 • Acadia Realty Trust • Real estate investment trusts

THIS THIRD AMENDMENT, dated as of May 1, 2003 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 and the Second Amendment dated as of November 18, 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.

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • July 31st, 2015 • Acadia Realty Trust • Real estate investment trusts • New York

FIRST AMENDMENT, dated as of September 30, 2014 (this “Agreement”), to the AMENDED AND RESTATED CREDIT AGREEMENT (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) dated as of November 25, 2013, among ACADIA REALTY LIMITED PARTNERSHIP, a Delaware limited partnership (the “Borrower”), ACADIA REALTY TRUST, a Maryland real estate investment trust (the “REIT”) and certain subsidiaries of the Borrower from time to time party hereto, as Guarantors, each lender from time to time party hereto (collectively, the “Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement (including, if applicable, the Credit Agreement as amended pursuant to Section 1 below).

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