0001116679-06-002714 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 11th, 2006 • Acadia Realty Trust • Real estate investment trusts • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 11, 2006 among ACADIA REALTY TRUST, a Maryland real estate investment trust (the “Company”) and LEHMAN BROTHERS INC. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the initial purchasers (the “Initial Purchasers”) named in Schedule A to the Purchase Agreement (as defined below).

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ACADIA REALTY TRUST, Issuer and Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of December 11, 2006
First Supplemental Indenture • December 11th, 2006 • Acadia Realty Trust • Real estate investment trusts • New York

THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), is entered into as of December 11, 2006, between ACADIA REALTY TRUST, a Maryland real estate investment trust (the “Company” or the “Issuer”), having its principal offices at 1311 Mamaroneck Avenue, Suite 260, White Plains, New York 10605, and U.S. Bank National Association, an association duly organized and existing under the laws of the United States, as Trustee hereunder (the “Trustee”), having its Corporate Trust Office at 60 Livingston Avenue, St. Paul, Minnesota 55107-2292.

ACADIA REALTY TRUST, Issuer, and Trustee INDENTURE Dated as of December 11, 2006 DEBT SECURITIES
Indenture • December 11th, 2006 • Acadia Realty Trust • Real estate investment trusts • New York

Reconciliation and tie showing the location in the Indenture dated as of December 11, 2006 of the provisions inserted pursuant to Sections 310 to 318(a), inclusive, of the Trust Indenture Act of 1939, as amended.

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