Exhibit 10.10


 


EXECUTION COPY


 


THIRD AMENDMENT TO CREDIT AGREEMENT


 


THIS THIRD AMENDMENT
TO CREDIT AGREEMENT (this "Amendment") dated as of August 5, 2014, but effective as of January 31, 2014, by and among
TRADE STREET OPERATING PARTNERSHIP, LP, a limited partnership formed under the laws of the State of Delaware (the "Borrower"),
TRADE STREET RESIDENTIAL, INC., a corporation formed under the laws of the State of Maryland (the "Parent"), each of
the Lenders party hereto, REGIONS BANK, as Administrative Agent (the "Administrative Agent") and the other Guarantors
party hereto.


 


WHEREAS, the Borrower, the Parent, the Lenders,
the Administrative Agent and certain other parties have entered into that certain Credit Agreement dated as of January 31, 2014
(as amended and in effect immediately prior to the date hereof, the "Credit Agreement"); and


 


WHEREAS, the parties hereto desire to amend
certain provisions of the Credit Agreement on the terms and conditions contained herein.


 


NOW, THEREFORE, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:


 


Section 1. Specific
Amendment to Credit Agreement. The Credit Agreement is amended by restating Section 10.1. (e)(i) in its entirety as follows:


 


(i) the Borrower may pay cash dividends
to the Parent and other holders of partnership interests in the Borrower, and the Parent may so distribute, cash dividends to its
shareholders; provided, however, the aggregate amount of such cash dividends with respect to any fiscal year ending after December
31, 2014 shall not exceed the greater of (x) the amount required to be distributed for the Parent to remain in compliance with
Section 8.11. or (y) 95.0% of Funds From Operations of the Parent and its Subsidiaries for such period;


 


Section 2. Conditions
Precedent. The effectiveness of this Amendment is subject to receipt by the Administrative Agent of each of the following in
form and substance satisfactory to the Administrative Agent:


 


(a)A counterpart of this Amendment
duly executed by the Borrower, the Parent, the other Guarantors and the Lenders; and


 


(b)Such other documents, instruments
and agreements as the Administrative Agent may reasonably request.


 


Section 3. Representations.
Each of the Parent and the Borrower represents and warrants to the Administrative Agent, the Issuing Bank and each Lender as follows:


 


(a)Authorization. Each of
the Parent and the Borrower has the right and power, and has taken all necessary action to authorize the execution and delivery
of this Amendment and to perform its obligations hereunder and under the Credit Agreement, as amended by this Amendment, in accordance
with their respective terms. This Amendment has been duly executed and delivered by the duly authorized officers of the Parent
and the Borrower and each of this Amendment and the Credit Agreement, as amended by this Amendment, is a legal, valid and binding
obligation of the Parent and the Borrower enforceable against the Parent and the Borrower in accordance with its respective terms
except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally
and the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained
herein or therein and as may be limited by equitable principles generally.


 






    	 



    	 



    

 


(b)Compliance with Laws, etc. The execution and
delivery by the Parent and the Borrower of this Amendment and the performance by each of the Parent and the Borrower of this Amendment
and the Credit Agreement, as amended by this Amendment, in accordance with their respective terms, do not and will not, by the
passage of time, the giving of notice or otherwise: (i) require any Government Approvals or violate any Applicable Laws relating
to the Parent or the Borrower; (ii) conflict with, result in a breach of or constitute a default under the organizational documents
of the Parent or the Borrower or any indenture, agreement or other instrument to which the Parent or the Borrower is a party or
by which it or any of its properties may be bound; or (iii) result in or require the creation or imposition of any Lien upon or
with respect to any property now owned or hereafter acquired by the Parent or the Borrower.


 


(c)No Default. No Default
or Event of Default has occurred and is continuing as of the date hereof nor will exist immediately after giving effect to this
Amendment.


 


Section 4. Reaffirmation
of Representations. Each of the Parent and the Borrower hereby repeats and reaffirms all representations and warranties made
by such Person to the Administrative Agent, the Issuing Bank and the Lenders in the Credit Agreement and the other Loan Documents
to which it is a party on and as of the date hereof with the same force and effect as if such representations and warranties were
set forth in this Amendment in full.


 


Section 5. Reaffirmation
by Borrower. The Borrower hereby confirms and ratifies all of its obligations and the Liens granted by it under any Security
Document to which it is a party and all of its obligations under any Environmental Indemnity Agreement to which it is a party.


 


Section 6. Reaffirmation
by Guarantors. Each of the Parent and the other Guarantors hereby reaffirms its continuing obligations to the Administrative
Agent, the Issuing Bank and the Lenders under the Guaranty and each of the Security Documents to which it is a party and agrees
that the transactions contemplated by this Amendment shall not in any way affect the validity and enforceability of the Guaranty
or any Security Document or Environmental Indemnity Agreement to which such Guarantor is party or reduce, impair or discharge the
obligations of such Guarantor thereunder. Each of the Guarantors further agrees that references to the Credit Agreement contained
in any Loan Document shall be deemed to be references to the Credit Agreement, as amended by this Amendment.


 


Section 7. Certain
References. Each reference to the Credit Agreement in any of the Loan Documents shall be deemed to be a reference to the Credit
Agreement as amended by this Amendment. This Amendment shall constitute a Loan Document.


 


Section 8. Expenses.
The Borrower shall reimburse the Administrative Agent upon demand for all reasonable out-of-pocket costs and expenses (including
reasonable attorneys' fees) actually incurred by the Administrative Agent in connection with the preparation, negotiation and execution
of this Amendment and the other agreements and documents executed and delivered in connection herewith.


 




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Section 9. Benefits. This Amendment
shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.


 


Section 10. GOVERNING
LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.


 


Section 11. Effect.
Except as expressly herein amended, the terms and conditions of the Credit Agreement and the other Loan Documents remain in full
force and effect, and this Amendment shall not limit, impair or constitute a waiver of the rights, powers or remedies available
to the Administrative Agent, the Issuing Banks or the Lenders under the Credit Agreement or any other Loan Document. The amendment
to the Credit Agreement provided for herein shall be deemed to be effective as of January 31, 2014.


 


Section 12. Counterparts.
This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding
upon all parties, their successors and assigns.


 


Section 13. Definitions.
All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Credit Agreement.


 


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IN WITNESS WHEREOF,
the parties hereto have caused this Third Amendment to Credit Agreement to be executed as of the date first above written.


 





	 	TRADE STREET OPERATING PARTNERSHIP, LP



 





	 	BY:   	TRADE STREET OP GP, LLC, General Partner


 


	 	BY:   	TRADE STREET RESIDENTIAL, INC., Sole Member






 





	 	By:	 /s/ Richard Ross
	 	Name:   	Richard Ross
	 	Title: 	Chief Executive Officer







 








	 	TRADE STREET RESIDENTIAL, INC.
	 	 
	 	By:	/s/ Richard Ross
	 	Name:   	Richard Ross
	 	Title:  	Chief Executive Officer
	 	 
	 	 
	 	BSF-ARBORS RIVER OAKS, LLC FOX PARTNERS, LLC
	 	MERCE PARTNERS, LLC
	 	 
	 	By: 	TS Manager, LLC, as manager







 





	 	By:	/s/ Richard Ross
	 	Name:   	Richard Ross
	 	Title: 	Vice President







 





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[Signature Page to Third Amendment Credit
Agreement with Trade Street Operating Partnership, LP]


 








	 	TS BIG CREEK, LLC, a Delaware limited liability company
	 	 	 	 	 	 
	 	By:  	Trade Street Operating Partnership, LP, a Delaware limited partnership, its sole member
	 	 	 	 	 	 
	 	 	By:  	Trade Street OP GP, LLC, a Delaware limited liability company, its general partner
	 	 	 		 	 
	 	 	 	By:  	Trade Street Residential, Inc., a Maryland corporation, its sole member
	 	 	 	 	 	 
	 	 	 	 	By: 	/s/ Richard Ross
	 	 	 	 	Name:   	Richard Ross
	 	 	 	 	Title:  	Chief Executive Officer







 





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[Signature Page to Third
Amendment Credit Agreement with Trade Street Operating Partnership, LP]


 





	 	REGIONS BANK, as Administrative Agent, as Swingline Lender, as Issuing Bank and as a Lender
	 	 
	 	By: 	/s/ Kerri L. Raines
	 	Name:   	Kerri L. Raines
	 	Title: 	Vice President


 


 





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[Signature Page to Third Amendment Credit
Agreement with Trade Street Operating Partnership, LP]


 





	 	U.S. BANK NATIONAL ASSOCIATION
	 	 	 
	 	 	 
	 	By:
	/s/
J. Lee Hord
	 	Name:   	J.
Lee Hord
	 	Title: 	Vice
President