Exhibit 10.39 


FOURTH AMENDED AND RESTATED CREDIT AGREEMENT


dated as of December 22, 2010


among


ACADIA STRATEGIC OPPORTUNITY FUND II, LLC,

as Borrower,


and


BANK OF AMERICA, N.A.,

as Lender


and


BANK OF AMERICA, N.A., as Administrative
Agent











TABLE OF CONTENTS


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE I

 	
  

 	
 PARTICULAR
 TERMS, DEFINITIONS AND RULES OF CONSTRUCTION

 	
  

 	
 2

 	
  

 
	
 Section 1.01.

 	
  

 	
 Definitions

 	
  

 	
 2

 	
  

 
	
 Section 1.02.

 	
  

 	
 Rules of
 Construction

 	
  

 	
 15

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE II

 	
  

 	
 THE CREDIT
 FACILITY

 	
  

 	
 15

 	
  

 
	
 Section 2.01.

 	
  

 	
 Generally

 	
  

 	
 15

 	
  

 
	
 Section 2.02.

 	
  

 	
 Nature of
 Lenders’ Obligations

 	
  

 	
 16

 	
  

 
	
 Section 2.03.

 	
  

 	
 Purpose

 	
  

 	
 16

 	
  

 
	
 Section 2.04.

 	
  

 	
 Amounts of
 Loans

 	
  

 	
 16

 	
  

 
	
 Section 2.05.

 	
  

 	
 Procedure
 for Loans

 	
  

 	
 16

 	
  

 
	
 Section 2.06.

 	
  

 	
 Notes

 	
  

 	
 17

 	
  

 
	
 Section 2.07.

 	
  

 	
 Payments and
 Distributions

 	
  

 	
 17

 	
  

 
	
 Section 2.08.

 	
  

 	
 Interest

 	
  

 	
 18

 	
  

 
	
 Section 2.09.

 	
  

 	
 Default Rate

 	
  

 	
 18

 	
  

 
	
 Section 2.10.

 	
  

 	
 Intentionally
 Omitted

 	
  

 	
 18

 	
  

 
	
 Section 2.11.

 	
  

 	
 Intentionally
 Omitted

 	
  

 	
 18

 	
  

 
	
 Section 2.12.

 	
  

 	
 Late Payment
 Premium

 	
  

 	
 19

 	
  

 
	
 Section 2.13.

 	
  

 	
 Voluntary
 Prepayments

 	
  

 	
 19

 	
  

 
	
 Section 2.14.

 	
  

 	
 Adverse
 Events Regarding Investors

 	
  

 	
 19

 	
  

 
	
 Section 2.15.

 	
  

 	
 Mandatory
 Prepayments

 	
  

 	
 21

 	
  

 
	
 Section 2.16.

 	
  

 	
 Intentionally
 Omitted

 	
  

 	
 21

 	
  

 
	
 Section 2.17.

 	
  

 	
 Permanent
 Loan/No Letters of Credit

 	
  

 	
 21

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE III

 	
  

 	
 INTENTIONALLY
 OMITTED

 	
  

 	
 21

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE IV

 	
  

 	
 CONDITIONS
 PRECEDENT

 	
  

 	
 21

 	
  

 
	
 Section 4.01.

 	
  

 	
 Conditions
 Precedent to Initial Advance

 	
  

 	
 21

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE V

 	
  

 	
 REPRESENTATIONS
 AND WARRANTIES

 	
  

 	
 24

 	
  

 
	
 Section 5.01.

 	
  

 	
 Due
 Formation, Power and Authority

 	
  

 	
 24

 	
  

 
	
 Section 5.02.

 	
  

 	
 Legally
 Enforceable Agreements

 	
  

 	
 25

 	
  

 
	
 Section 5.03.

 	
  

 	
 Financial
 Statements

 	
  

 	
 25

 	
  

 
	
 Section 5.04.

 	
  

 	
 Compliance
 With Laws; Payment of Taxes

 	
  

 	
 25

 	
  

 
	
 Section 5.05.

 	
  

 	
 Litigation

 	
  

 	
 25

 	
  

 
	
 Section 5.06.

 	
  

 	
 No Conflicts
 or Defaults

 	
  

 	
 25

 	
  

 
	
 Section 5.07.

 	
  

 	
 Solvency

 	
  

 	
 26

 	
  

 
	
 Section 5.08.

 	
  

 	
 Governmental
 Regulation

 	
  

 	
 26

 	
  

 
	
 Section 5.09.

 	
  

 	
 Insurance

 	
  

 	
 26

 	
  

 
	
 Section 5.10.

 	
  

 	
 ERISA

 	
  

 	
 26

 	
  

 
	
 Section 5.11.

 	
  

 	
 No Default

 	
  

 	
 26

 	
  

 
	
 Section 5.12.

 	
  

 	
 Liens

 	
  

 	
 26

 	
  

 
	
 Section 5.13.

 	
  

 	
 Federal
 Regulations

 	
  

 	
 27

 	
  

 
	
 Section 5.14.

 	
  

 	
 Subsidiaries

 	
  

 	
 27

 	
  

 













	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Section 5.15.

 	
  

 	
 Security
 Documents

 	
  

 	
 27

 	
  

 
	
 Section 5.16.

 	
  

 	
 Purpose of
 Credit

 	
  

 	
 27

 	
  

 
	
 Section 5.17.

 	
  

 	
 Environmental
 Matters

 	
  

 	
 27

 	
  

 
	
 Section 5.18.

 	
  

 	
 Capital
 Commitments

 	
  

 	
 28

 	
  

 
	
 Section 5.19.

 	
  

 	
 Accuracy of
 Information; Full Disclosure

 	
  

 	
 28

 	
  

 
	
 Section 5.20.

 	
  

 	
 Requisition
 as Reaffirmation

 	
  

 	
 28

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE VI

 	
  

 	
 AFFIRMATIVE
 COVENANTS OF BORROWER

 	
  

 	
 28

 	
  

 
	
 Section 6.01.

 	
  

 	
 Compliance
 with Laws; Payment of Taxes

 	
  

 	
 28

 	
  

 
	
 Section 6.02.

 	
  

 	
 Continuing
 Accuracy of Representations and Warranties

 	
  

 	
 28

 	
  

 
	
 Section 6.03.

 	
  

 	
 Payment of
 Costs

 	
  

 	
 28

 	
  

 
	
 Section 6.04.

 	
  

 	
 Brokers

 	
  

 	
 29

 	
  

 
	
 Section 6.05.

 	
  

 	
 Intentionally
 Omitted

 	
  

 	
 29

 	
  

 
	
 Section 6.06.

 	
  

 	
 Reporting Requirements

 	
  

 	
 29

 	
  

 
	
 Section 6.07.

 	
  

 	
 Payment of
 Obligations

 	
  

 	
 31

 	
  

 
	
 Section 6.08.

 	
  

 	
 Conduct of
 Business and Maintenance of Existence

 	
  

 	
 31

 	
  

 
	
 Section 6.09.

 	
  

 	
 Maintenance
 of Property; Insurance

 	
  

 	
 32

 	
  

 
	
 Section 6.10.

 	
  

 	
 Inspection
 of Property; Books and Records; Discussions

 	
  

 	
 32

 	
  

 
	
 Section 6.11.

 	
  

 	
 Environmental
 Laws

 	
  

 	
 32

 	
  

 
	
 Section 6.12.

 	
  

 	
 Further
 Assurances

 	
  

 	
 32

 	
  

 
	
 Section 6.13.

 	
  

 	
 Subscription
 Account

 	
  

 	
 33

 	
  

 
	
 Section 6.14.

 	
  

 	
 Investor
 Reaffirmations and Guaranties

 	
  

 	
 33

 	
  

 
	
 Section 6.15.

 	
  

 	
 Sales by
 Subsidiaries

 	
  

 	
 33

 	
  

 
	
 Section 6.16.

 	
  

 	
 Refinancing
 by Subsidiaries

 	
  

 	
 34

 	
  

 
	
 Section 6.17.

 	
  

 	
 Projected
 Sources and Uses

 	
  

 	
 34

 	
  

 
	
 Section 6.18.

 	
  

 	
 Conditional
 Use of Funds on Deposit in the Deposit Account

 	
  

 	
 34

 	
  

 
	
 Section 6.19.

 	
  

 	
 Liquidity
 Covenants

 	
  

 	
 34

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE VII

 	
  

 	
 NEGATIVE
 COVENANTS

 	
  

 	
 35

 	
  

 
	
 Section 7.01.

 	
  

 	
 Limitation
 on Indebtedness and Guarantee Obligations

 	
  

 	
 35

 	
  

 
	
 Section 7.02.

 	
  

 	
 Material
 Adverse Effect

 	
  

 	
 35

 	
  

 
	
 Section 7.03.

 	
  

 	
 Limitation
 on Liens

 	
  

 	
 35

 	
  

 
	
 Section 7.04.

 	
  

 	
 Limitation
 on Fundamental Changes

 	
  

 	
 35

 	
  

 
	
 Section 7.05.

 	
  

 	
 Limitation
 on Dividends and Distributions

 	
  

 	
 36

 	
  

 
	
 Section 7.06.

 	
  

 	
 Limitation
 on New Investments

 	
  

 	
 36

 	
  

 
	
 Section 7.07.

 	
  

 	
 Limitation
 on Modifications of Agreements

 	
  

 	
 36

 	
  

 
	
 Section 7.08.

 	
  

 	
 Intentionally
 Omitted

 	
  

 	
 36

 	
  

 
	
 Section 7.09.

 	
  

 	
 Limitation
 on Changes in Fiscal Year

 	
  

 	
 36

 	
  

 
	
 Section 7.10.

 	
  

 	
 Intentionally
 Omitted

 	
  

 	
 36

 	
  

 
	
 Section 7.11.

 	
  

 	
 Capital
 Calls

 	
  

 	
 36

 	
  

 
	
 Section 7.12.

 	
  

 	
 No
 Additional Managing Members

 	
  

 	
 36

 	
  

 
	
 Section 7.13.

 	
  

 	
 Transfer of
 Managing Member’s Interests

 	
  

 	
 37

 	
  

 
	
 Section 7.14.

 	
  

 	
 Withdrawal
 Events

 	
  

 	
 37

 	
  

 
	
 Section 7.15.

 	
  

 	
 Compliance
 with the Operating Agreement

 	
  

 	
 37

 	
  

 
	
 Section 7.16.

 	
  

 	
 ERISA

 	
  

 	
 37

 	
  

 


ii









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE VIII

 	
  

 	
 EVENTS OF
 DEFAULT

 	
  

 	
 37

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE IX

 	
  

 	
 ADMINISTRATIVE
 AGENT; RELATIONS AMONG LENDERS

 	
  

 	
 40

 	
  

 
	
 Section 9.01.

 	
  

 	
 Appointment,
 Powers and Immunities of Administrative Agent

 	
  

 	
 40

 	
  

 
	
 Section 9.02.

 	
  

 	
 Reliance by Administrative
 Agent

 	
  

 	
 41

 	
  

 
	
 Section 9.03.

 	
  

 	
 Defaults

 	
  

 	
 41

 	
  

 
	
 Section 9.04.

 	
  

 	
 Rights of
 Administrative Agent as Lender

 	
  

 	
 42

 	
  

 
	
 Section 9.05.

 	
  

 	
 Sharing of
 Costs by Lenders; Indemnification of Administrative Agent

 	
  

 	
 42

 	
  

 
	
 Section 9.06.

 	
  

 	
 Non-Reliance
 on Administrative Agent and Other Lenders

 	
  

 	
 43

 	
  

 
	
 Section 9.07.

 	
  

 	
 Failure of
 Administrative Agent to Act

 	
  

 	
 43

 	
  

 
	
 Section 9.08.

 	
  

 	
 Resignation
 or Removal of Administrative Agent

 	
  

 	
 43

 	
  

 
	
 Section 9.09.

 	
  

 	
 Amendments
 Concerning Agency Function

 	
  

 	
 44

 	
  

 
	
 Section 9.10.

 	
  

 	
 Liability of
 Administrative Agent

 	
  

 	
 44

 	
  

 
	
 Section 9.11.

 	
  

 	
 Transfer of
 Agency Function

 	
  

 	
 44

 	
  

 
	
 Section 9.12.

 	
  

 	
 Non-Receipt
 of Funds by Administrative Agent; Adjustments

 	
  

 	
 44

 	
  

 
	
 Section 9.13.

 	
  

 	
 Withholding
 Taxes

 	
  

 	
 45

 	
  

 
	
 Section 9.14.

 	
  

 	
 Sharing of
 Payments among Lenders

 	
  

 	
 45

 	
  

 
	
 Section 9.15.

 	
  

 	
 Possession
 of Documents

 	
  

 	
 45

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE X

 	
  

 	
 GENERAL
 CONDITIONS AND PROVISIONS

 	
  

 	
 46

 	
  

 
	
 Section 10.01.

 	
  

 	
 Advance Not
 Waiver

 	
  

 	
 46

 	
  

 
	
 Section 10.02.

 	
  

 	
 Authorization
 to Advance for Interest, Etc

 	
  

 	
 46

 	
  

 
	
 Section 10.03.

 	
  

 	
 Concerning
 Irrevocable Authorizations

 	
  

 	
 46

 	
  

 
	
 Section 10.04.

 	
  

 	
 Ratification
 of Requisition by Acceptance of Advance

 	
  

 	
 46

 	
  

 
	
 Section 10.05.

 	
  

 	
 No
 Third-Party Beneficiaries

 	
  

 	
 46

 	
  

 
	
 Section 10.06.

 	
  

 	
 Documentation
 Etc. Satisfactory

 	
  

 	
 47

 	
  

 
	
 Section 10.07.

 	
  

 	
 Administrative
 Agent’s and Lenders’ Determination Conclusive

 	
  

 	
 47

 	
  

 
	
 Section 10.08.

 	
  

 	
 Notices

 	
  

 	
 47

 	
  

 
	
 Section 10.09.

 	
  

 	
 Amendments
 and Waivers

 	
  

 	
 47

 	
  

 
	
 Section 10.10.

 	
  

 	
 Assignment;
 Participation

 	
  

 	
 48

 	
  

 
	
 Section 10.11.

 	
  

 	
 Setoff

 	
  

 	
 50

 	
  

 
	
 Section 10.12.

 	
  

 	
 Successors
 and Assigns

 	
  

 	
 50

 	
  

 
	
 Section 10.13.

 	
  

 	
 Severability

 	
  

 	
 50

 	
  

 
	
 Section 10.14.

 	
  

 	
 Non-Waiver;
 Remedies Cumulative

 	
  

 	
 50

 	
  

 
	
 Section 10.15.

 	
  

 	
 Certain
 Waivers

 	
  

 	
 50

 	
  

 
	
 Section 10.16.

 	
  

 	
 Expenses;
 Indemnification

 	
  

 	
 51

 	
  

 
	
 Section 10.17.

 	
  

 	
 Counterparts

 	
  

 	
 52

 	
  

 
	
 Section 10.18.

 	
  

 	
 Governing
 Law; Jurisdiction

 	
  

 	
 52

 	
  

 
	
 Section 10.19.

 	
  

 	
 Integration

 	
  

 	
 52

 	
  

 
	
 Section 10.20.

 	
  

 	
 Gross-Up for
 Taxes

 	
  

 	
 52

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARTICLE XI

 	
  

 	
 PARTICULAR
 PROVISIONS

 	
  

 	
 53

 	
  

 
	
 Section 11.01.

 	
  

 	
 Capital
 Calls; Subscription Account

 	
  

 	
 53

 	
  

 


iii









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Section 11.02.

 	
  

 	
 Subordination
 of Claims

 	
  

 	
 55

 	
  

 






	
  

 	
  

 	
  

 	
  

 
	
 SCHEDULES

 	
  

 	
  

 
	
  

 	
 A

 	
  

 	
 Individual
 Commitments

 
	
  

 	
  

 	
  

 
	
 EXHIBITS

 	
  

 	
  

 
	
  

 	
 A

 	
  

 	
 Authorization
 Letter

 
	
  

 	
 B

 	
  

 	
 Investors/Capital
 Commitments

 
	
  

 	
 C

 	
  

 	
 Investor
 Acknowledgment

 
	
  

 	
 D

 	
  

 	
 Note

 
	
  

 	
 E

 	
  

 	
 Closing
 Certificate

 
	
  

 	
 F

 	
  

 	
 Reserved

 
	
  

 	
 G

 	
  

 	
 Compliance
 Certificate

 
	
  

 	
 H

 	
  

 	
 Capital
 Stock of Subsidiaries

 
	
  

 	
 I

 	
  

 	
 Assignment
 and Assumption Agreement

 
	
  

 	
 J

 	
  

 	
 Reserved

 
	
  

 	
 K

 	
  

 	
 Form of
 Investor Reaffirmation

 
	
  

 	
 L

 	
  

 	
 Form of
 Gloster Principal Reaffirmation

 
	
  

 	
 M

 	
  

 	
 Form of
 Vanderbilt Principal Reaffirmation

 
	
  

 	
 N

 	
  

 	
 Sources Uses
 Statement

 


iv





          FOURTH
AMENDED AND RESTATED CREDIT AGREEMENT (“this Agreement”) dated as of
December 22, 2010 by and among ACADIA STRATEGIC OPPORTUNITY FUND II, LLC,
a Delaware limited liability company (“Borrower”), ACADIA REALTY ACQUISITION
II, LLC, a Delaware limited liability company (“Managing Member”), ACADIA
INVESTORS II, INC., a Maryland corporation (“Acadia Investors II”), BANK OF
AMERICA, N.A., successor by merger to Fleet National Bank (in its individual
capacity and not as Administrative Agent, “BofA”; BofA and each other lender
who may become a Lender pursuant to Section 10.10, each, a “Lender” and
collectively, “Lenders”) and BANK OF AMERICA, N.A., as Administrative Agent for
Lenders (together with its successors in such capacity, “Administrative Agent”).


          WHEREAS, Fleet National Bank (“Fleet”), Borrower, Managing Member and
Acadia Investors II entered into that certain Credit Agreement dated as of
March 9, 2005 (the “Original Credit Agreement”);


          WHEREAS,
BofA is the successor by merger to Fleet;


          WHEREAS,
BofA, The Bank of New York Mellon, formerly known as The Bank of New York,
Borrower (“BNYM”), Managing Member, Acadia Investors II and Administrative
Agent entered into that certain Amended and Restated Credit Agreement dated as
of March 21, 2006 (the “Amended Agreement”) and that certain Modification
of Amended and Restated Credit Agreement dated as of February 29, 2008
(the “Amendment”);


          WHEREAS,
BofA, BNYM, Borrower, Managing Member, Acadia Investors II and Administrative
Agent entered into that certain Second Amended and Restated Credit Agreement
dated as of February 27, 2009 (the “Second Amended Agreement”);


          WHEREAS,
pursuant to an Assignment and Assumption Agreement dated as of March 3,
2010 by and between BNYM, as assignor, and BofA, as assignee, BNYM assigned all
of its interest under the Original Agreement to BofA;


          WHEREAS,
pursuant to that certain Third Amended and Restated Credit Agreement dated as
of March 3, 2010 by and among BofA, Borrower, Managing Member, Acadia
Investors II and Administrative Agent (the “Third Amended Agreement”; the
Original Credit Agreement, as amended and restated by the Amended Agreement, as
modified by the Amendment, as amended and restated by the Second Amended Agreement
and as amended and restated by the Third Amended Agreement, collectively, the
“Original Agreement”);


          WHEREAS,
Borrower, Managing Member and Acadia Investors II have requested that Lenders
extend the Maturity Date of the Original Agreement and otherwise modify the
terms and provisions thereof and Lenders have agreed, on the terms and
conditions hereof, to do so; and





          WHEREAS,
Borrower desires that Lenders extend credit as provided herein, and Lenders are
prepared to extend such credit on the terms and conditions hereinafter set
forth.


          NOW,
THEREFORE, in consideration of the mutual promises and agreements herein
contained, Borrower, Administrative Agent and Lenders hereby agree to amend and
restate all of the terms and provisions of the Original Agreement as follows:


ARTICLE I


          PARTICULAR TERMS, DEFINITIONS AND RULES OF
CONSTRUCTION


          Section
1.01. Definitions. The following terms, as used herein, shall have the
following meanings:


“Administrative Agent’s Counsel” — Schiff
Hardin LLP, 900 Third Avenue, 23rd Floor, New York, New York 10022.


“Administrative Agent’s Office” —
Administrative Agent’s Office as set forth on its signature page of this
Agreement, or such other address in the United States as Administrative Agent
may designate by notice to Borrower and Lenders.


“Adverse Investor Event” — Has the
meaning given to such term in Section 2.14.


“Affiliate” — As to any Person, any
other Person (other than a Subsidiary thereof) which, directly or indirectly,
is in control of, is controlled by, or is under common control with, such
Person. For purposes of this definition, “control” of a Person (including, with
its correlative meanings, “controlled by” and “under common control with”)
means the power, directly or indirectly, either to (a) vote 50% or more of the
securities having ordinary voting power for the election of directors of such
Person or (b) direct or cause the direction of the management and policies of
such Person, whether by contract or otherwise.


“Aggregate Outstanding Extensions of
Credit” — As to any Lender at any time, an amount equal to such Lender’s
Pro Rata Share of the sum of, without duplication, the aggregate Principal
Amount plus the aggregate face amount of all Letters of Credit then outstanding
plus the aggregate reimbursement obligations then outstanding.


“Allowable Construction Borrowing” —
(i) Loan proceeds under loans to Albee Development LLC and/or Acadia-P/A
Sherman Avenue LLC, which loans are solely for the purpose of providing such
Subsidiaries with funds to construct buildings on the properties owned by such
Subsidiaries, provided the loan budget for any such loan provides for an
interest reserve sufficient to pay all debt service related to such property
through the construction period, as reasonably determined by Administrative
Agent, and (ii) up to $5,000,000 in aggregate loan proceeds as


2





between all Subsidiaries of Borrower other than those referred to in
the preceding clause (i) which proceeds are solely for the purpose of improving
the real property owned by such Subsidiaries, provided the loan budget for any
such loan provides for an interest reserve sufficient, together with any net
operating income of such property, to pay all debt service related to such
property through the construction period, as reasonably determined by
Administrative Agent.


“Applicable Lending Office” — For each
Lender and for the portions of the outstanding principal balance under its Note
bearing interest based on the Prime Rate or the BBA LIBOR Daily Floating Rate,
as applicable, the lending office of such Lender (or of an affiliate of such
Lender) designated as such on the signature page hereof or in the applicable
Assignment and Assumption Agreement, or such other office of such Lender (or of
an affiliate of such Lender) as such Lender may from time to time specify to
Administrative Agent and Borrower as the office by which the portions of the
outstanding principal balance under its Note bearing interest based on the
Prime Rate or the BBA LIBOR Daily Floating Rate are to be made and maintained.


“Applicable Margin” — 2.90% per annum.


“Approved Use” — Has the meaning
specified in Section 5.16.


“Assignee” — Has the meaning specified
in Section 10.10.


“Assignment and Assumption Agreement”
— An Assignment and Assumption Agreement, substantially in the form of Exhibit
I, pursuant to which a Lender assigns and an Assignee assumes rights and
obligations in accordance with Section 10.10.


“Authorization Letter” — The letter in
the form of Exhibit A.


“Available Commitment” — The Total
Commitment.


“BBA LIBOR” — Has the meaning provided
to such term in Section 2.08.


“BBA LIBOR Daily Floating Rate” — Has
the meaning provided to such term in Section 2.08.


“Borrowing Date” — Any Business Day
specified in a notice pursuant to Section 2.05 as a date on which Borrower
requests Lenders to make Loans hereunder.


“Business Day” — Any day on which
commercial banks are not authorized or required to close in New York City; and,
whenever such day relates to BBA LIBOR, any such day in which dealings in
Dollar deposits are also carried out in the London interbank market and banks
are also open for business in London.


3





“Capital Call” — A call upon the
Investors in Borrower and/or Acadia Investors II to fund all or any portion of
the Capital Commitments pursuant to and in accordance with the Stockholders
Agreement and/or in accordance with the Operating Agreement.


“Capital Commitments” — The commitment
of each Investor to make Capital Contributions, directly or indirectly, to fund
Borrower in the amount set forth in, and pursuant to the terms of, the
Stockholders Agreement and the Operating Agreement.


“Capital Contributions” — With respect
to any partner or member in Borrower, cash payments or contributions by such
partner or member to Borrower pursuant to Article V of the Operating Agreement
and, with respect to any other Investor, cash payments or contributions by such
Investor to Acadia Investors II pursuant to Section 6 of the Stockholders
Agreement.


“Capital Contributions Pledge Agreement”
— Collectively, the Amended and Restated Capital Contributions Pledge
Agreements dated as of March 21, 2006 and executed and delivered by
Borrower and Acadia Investors II.


“Capital Demand Notice” — Any notice
sent to the Investors in connection with a Capital Call.


“Capital Events Collateral Security
Agreement” — That certain Capital Events Collateral Security Agreement
dated as of the date hereof between Borrower and Administrative Agent, as the
same may be amended, supplemented or otherwise modified from time to time.


“Capital Stock” — Any and all shares,
interests, participations or other equivalents (however designated) of capital
stock of a corporation, any and all similar ownership interests in a Person
(other than a corporation) and any and all warrants or options to purchase any
of the foregoing.


“Cash Collateral Agreement” — The
Amended and Restated Cash Collateral Agreement to be executed and delivered by
Borrower dated as of March 21, 2006, as the same may be amended,
supplemented or otherwise modified from time to time.


“Cash Equivalents” — (a) Securities
with maturities of ninety (90) days or less from the date of acquisition issued
or fully guaranteed or insured by the United States Government or any agency
thereof, (b) certificates of deposit and eurodollar time deposits with
maturities of ninety (90) days or less from the date of acquisition and
overnight bank deposits of any Lender or of any commercial bank having capital
and surplus in excess of $500,000,000, (c) repurchase obligations of any Lender
or of any commercial bank satisfying the requirements of clause (b) of this
definition, having a term of not more than seven (7) days with respect to
securities issued or fully guaranteed or insured by the United States
Government, (d) commercial paper of a domestic issuer rated at least A-2 or the
equivalent thereof by S&P or P-2 or the equivalent thereof by Moody’s and
in either case maturing within ninety (90) days after the date of acquisition,
(e) securities with maturities


4





of ninety (90) days or less from the date of acquisition issued or
fully guaranteed by any state, commonwealth or territory of the United States,
by any political subdivision or taxing authority of any such state,
commonwealth or territory or by any foreign government, the securities of which
state, commonwealth, territory, political subdivision, taxing authority or
foreign government (as the case may be) are rated at least A by S&P or A by
Moody’s, (f) securities with maturities of ninety (90) days or less from the
date of acquisition backed by standby letters of credit issued by any Lender or
any commercial bank satisfying the requirements of clause (b) of this
definition or (g) shares of money market mutual or similar funds which invest
exclusively in assets satisfying the requirements of clauses (a) through (f) of
this definition.


“Closing Date” — The date of this
Agreement as first set forth above.


“Code” — The Internal Revenue Code of
1986, as amended from time to time.


“Collateral” — (i) The Deposit Account
and the Subscription Account, (ii) all funds now or hereafter deposited into
the Subscription Account and (iii) any other property upon which a Lien has
been or is purported or intended to have been granted to Administrative Agent,
for the benefit of Lenders, under the Capital Events Collateral Security
Agreement or the Cash Collateral Agreement.


“Credit Amount” — $40,000,000,
provided that (i) effective from and after October 31, 2013, the Credit
Amount shall reduce to $15,000,000, (ii) effective from and after February 1,
2014, the Credit Amount shall reduce to $11,250,000, (iii) effective from and
after May 1, 2014, the Credit Amount shall reduce to $7,500,000 and (iv)
effective from and after August 1, 2014, the Credit Amount shall reduce to
$3,750,000.


“Credit Documents” — This Agreement,
each Note, each application referred to in Section 2.17(f), the Guaranty, the
Security Documents, the Authorization Letter, the Investor Acknowledgments, any
guarantees or documents of assurance given by direct investors in Borrower to
Administrative Agent and/or Lenders, Uniform Commercial Code financing
statements in respect of the Collateral and any other collateral given as
security for the Credit Facility or the Obligations, and any other documents
which evidence or secure the Credit Facility or the Obligations.


“Credit Facility” — The credit
facility, in an amount up to the Credit Amount, to be provided pursuant to this
Agreement including both the making of Loans and the issuance of Letters of
Credit.


“Credit Parties” — Borrower, Managing
Member and Acadia Investors II.


“Default” — Any event or circumstance
which, with the giving of notice or the passage of time, or both, would become
an Event of Default.


“Default Rate” — The Prime Based Rate
plus 4% per annum.


5





“Deposit Account” — Has the meaning
set forth in the Capital Events Collateral Security Agreement.


“Dollars” and “$” — Lawful
money of the United States.


“Dore LP” — Dore Capital Real Estate,
L.P., a Delaware limited partnership.


“Employee Benefit Plan” — Any employee
benefit or other plan established or maintained, or to which contributions have
been made, by Borrower or Guarantor.


“Environmental Laws” — Any and all
foreign, Federal, state, local or municipal laws, rules, orders, regulations,
statutes, ordinances, codes, decrees, requirements of any Governmental
Authority or other requirements of Law regulating, relating to or imposing
liability or standards of conduct concerning protection of the environment or
for the protection of human health from environmental dangers, as now or may at
any time hereafter be in effect.


“ERISA” — The Employee Retirement
Income Security Act of 1974, as amended from time to time, including the rules
and regulations promulgated thereunder.


“ERISA Affiliate” — Any corporation
which is a member of the same controlled group of corporations (within the
meaning of Section 414(b) of the Code) as Borrower and/or Guarantor, or any
trade or business which is under common control (within the meaning of Section
414(c) of the Code) with Borrower and/or Guarantor, or any organization which
is required to be treated as a single employer with Borrower and/or Guarantor
under Section 414(m) or 414(o) of the Code.


“ERISA Investor” — An Investor that is
an “employee benefit plan” (as such term is defined in Section 3(3) of ERISA)
subject to Title IV and Title I, Subtitle B, Part 3 of ERISA, a group trust, as
described in Revenue Ruling 81-100, or a partnership or commingled account or
fund which is subject to Title I of ERISA.


“ERISA Group” — Borrower and all members
of a controlled group of corporations and all trades or businesses (whether or
not incorporated) under common control which, together with Borrower or any
Subsidiary, are treated as a single employer under Section 414 of the Internal
Revenue Code.


“Event of Default” — Has the meaning
given to such term in Article VIII.


“Federal Funds Rate” — For any day,
the rate per annum equal to the weighted average of the rates on overnight
Federal funds transactions with members of the Federal Reserve System arranged
by Federal funds brokers on such day, as published by the Federal Reserve Bank
on the Business Day next succeeding such day; provided that (a) if such day is
not a Business Day, the Federal Funds Rate for such day shall be such rate on
such transactions on the next preceding Business Day as so published on the
next succeeding Business Day, and (b) if no such rate is so published on such
next succeeding Business Day, the Federal Funds Rate for such day shall be the
average rate (rounded upwards to the next higher 1/100 of


6





1%) charged to Bank of America on such day on such transactions as
determined by Administrative Agent.


“Financial Statements” — Statements of
the assets, liabilities (direct or contingent), income, expenses and cash flow
of Borrower and Guarantor, prepared in accordance with GAAP.


“Financing Lease” — Any lease of
property, real or personal, the obligations of the lessee in respect of which
are required in accordance with GAAP to be capitalized on a balance sheet of
the lessee.


“GAAP” — Generally accepted accounting
principles in the United States of America as in effect from time to time and
consistently applied.


“Gloster Principal Reaffirmations” —
Has the meaning specified in Section 6.14.


“Governing Documents” — As to any
Person, its articles or certificate of incorporation and by-laws, its
partnership agreement, its certificate of formation and operating agreement,
and/or the other organizational or governing documents of such Person.


“Governmental Authorities” — The
United States, any state and any political subdivision, agency, department,
commission, board, bureau or instrumentality of either of them, including any
local authorities, which exercises jurisdiction over Borrower, Guarantor or any
of the other Credit Parties or any Investor.


“Governmental Plan Investor” — An
Investor that is a “governmental plan” as defined in Section 3(32) of ERISA.


“Guarantee Obligation” — As to any
Person (the “guaranteeing person”), any obligation of (a) the guaranteeing
person or (b) another Person (including, without limitation, any bank under any
letter of credit) to induce the creation of which the guaranteeing person has
issued a reimbursement, counterindemnity or similar obligation, in either case
guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or
other obligations (the “primary obligations”) of any other third Person (the
“primary obligor”) in any manner, whether directly or indirectly, including,
without limitation, any obligation of the guaranteeing person, whether or not
contingent, (i) to purchase any such primary obligation or any property
constituting direct or indirect security therefor, (ii) to advance or supply
funds (1) for the purchase or payment of any such primary obligation or (2) to
maintain working capital or equity capital of the primary obligor or otherwise
to maintain the net worth or solvency of the primary obligor, (iii) to purchase
property, securities or services primarily for the purpose of assuring the
owner of any such primary obligation of the ability of the primary obligor to
make payment of such primary obligation or (iv) otherwise to assure or hold
harmless the owner of any such primary obligation against loss in respect
thereof; provided, however, that the term Guarantee Obligation shall not
include endorsements of instruments for deposit or collection in the ordinary
course of business. The terms “Guarantee”


7





and “Guaranteed” used as a verb shall have a correlative meaning. The
amount of any Guarantee Obligation of any guaranteeing person shall be deemed
to be the lower of (a) an amount equal to the stated or determinable amount of
the primary obligation in respect of which such Guarantee Obligation is made
and (b) the maximum amount for which such guaranteeing person may be liable pursuant
to the terms of the instrument embodying such Guarantee Obligation, unless such
primary obligation and the maximum amount for which such guaranteeing person
may be liable are not stated or determinable, in which case the amount of such
Guarantee Obligation shall be such guaranteeing person’s maximum reasonably
anticipated liability in respect thereof as determined by Borrower in good
faith.


“Guarantor” — Acadia Realty Limited
Partnership, a Delaware limited partnership, which is the sole member of Managing
Member.


“Guaranty” — That certain Guaranty
Agreement dated as of the date hereof made by Acadia Realty Limited Partnership
to Lenders and Administrative Agent.


“Indebtedness” — Of any Person at any
date, without duplication, (a) all indebtedness of such Person for borrowed
money (whether by loan or the issuance and sale of debt securities) including
any unfunded commitments to lend money to such Person, or for the deferred
purchase price of property or services (other than current trade liabilities incurred
in the ordinary course of business and payable in accordance with customary
practices), (b) any other indebtedness of such Person which is evidenced by a
note, bond, debenture or similar instrument, (c) all obligations of such Person
under Financing Leases, (d) all obligations of such Person in respect of
letters of credit, acceptances or similar instruments issued or created for the
account or upon the application of such Person and (e) all liabilities secured
by any Lien on any property owned by such Person even though such Person has
not assumed or otherwise become liable for the payment thereof.


“Individual Commitment” — With respect
to each Lender, the amount set forth opposite the name of such Lender on Schedule
A attached hereto (subject to change in accordance with the terms of this
Agreement).


“Initial Advance” — The first advance
of proceeds of any Loan to be made hereunder.


“Investments” — Has the meaning
specified in the Operating Agreement.


“Investor Acknowledgment” — The
acknowledgment executed and delivered by each Investor, substantially in the
form of Exhibit C hereto, as the same may be reaffirmed, amended,
supplemented or otherwise modified from time to time in accordance with this
Agreement.


“Investor Claims” — All debts and
liabilities of an Investor, in its capacity as a member in Borrower, to
Borrower, and/or as a shareholder in Acadia Investors II, to Acadia Investors
II, in either case whether such debts and liabilities now exist or hereafter
are incurred or arise, or whether the obligations of such Investor therein be
direct,


8





contingent, primary, secondary, several, joint and several, or
otherwise, and irrespective of whether such debts or liabilities are evidenced
by a note, contract, bargain account, or otherwise, and irrespective of the
Person or Persons in whose favor such debts or liabilities may, at their
inception, have been, or may hereafter be, created, or the manner in which they
have been or may hereafter be acquired by Borrower or Acadia Investors II.
“Investor Claims” shall include, without limitation, all rights and claims of
Borrower against an Investor under the Operating Agreement and of Acadia
Investors II against an Investor under the Stockholders Agreement.


“Investor Guarantor” — Any entity
which has guarantied to Lenders the payment and/or funding of all or any
portion of any Investor’s Capital Commitments.


“Investor Reaffirmations” — Has the
meaning specified in Section 6.14.


“Investors” — From time to time,
Managing Member, Acadia Investors II, each of the other members of Borrower and
all stockholders of Acadia Investors II.


“Law” — Any federal, state or local
law, statute, rule, regulation, ordinance, order, decree, directive,
requirement, code, notice of violation or rule of common law, now or hereafter
in effect, and in each case as amended, and any judicial or administrative
interpretation thereof by a Governmental Authority or otherwise, including any
judicial or administrative order, determination, consent decree or judgment.


“Lead Arranger” — Merrill Lynch,
Pierce, Fenner & Smith Incorporated, successor by merger to Banc of America
Securities LLC.


“Lender Reply Period” — Has the
meaning specified in Section 10.09.


“Lien” — Any mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or
other), charge or other security interest or any preference, priority or other
security agreement or preferential arrangement of any kind or nature whatsoever
(including, without limitation, any conditional sale or other title retention
agreement and any Financing Lease having substantially the same economic effect
as any of the foregoing), and the filing of any financing statement under the
Uniform Commercial Code or comparable law of any jurisdiction in respect of any
of the foregoing.


“Liquidity” — (x) Unpaid Capital
Commitments of Managing Member and Investors as to whom no Adverse Investor
Event has occurred, (y) unencumbered cash (excluding the Deposit Account and
all funds on deposit therein) and (z) unencumbered Cash Equivalents.


“Loan” — Has the meaning given to such
term in Section 2.01.


“Material Adverse Effect” — (a) A
material adverse effect on the business, operations, property, condition
(financial or otherwise) or prospects of Borrower or (b) a


9





material adverse effect on the validity or enforceability of this
Agreement or any of the other Credit Documents or the Investor Acknowledgments
or the rights or remedies of Administrative Agent or Lenders hereunder or
thereunder, or (c) any circumstances or events which could reasonably be
expected to materially impair, impede, or jeopardize the obligation and the
liability of Managing Member or Acadia Investors II to fulfill their
obligations under the Operating Agreement.


“Material Plan” — At any time a Plan
or Plans having aggregate Unfunded Liabilities in an amount that would have a
Material Adverse Effect if such Plans were terminated.


“Materials of Environmental Concern” —
Any gasoline or petroleum products (including crude oil) or any fraction
thereof or any hazardous or toxic substances, materials or wastes, defined or
regulated as such in or under any Environmental Law, including, without
limitation, asbestos, polychlorinated biphenyls and urea-formaldehyde
insulation.


“Maturity Date” — December 22,
2014.


“Minimum Release Price” — As to each
Subsidiary and its assets (each of which constitutes and Investment), the
amount set forth on Exhibit H opposite the name of such Subsidiary.


“Moody’s” — Moody’s Investor Service,
Inc.


“Multiemployer Plan” — Any plan
defined as such in Section 3(37) of ERISA.


“Net Refinance Proceeds” — The excess
of (i) the principal amount borrowed by any Subsidiary since the date of the
most recent Financial Statements delivered by Borrower to Administrative Agent
over (ii) the sum of (x) the principal amount of the Indebtedness (excluding
interest) of such Subsidiary being repaid, (y) the reasonable and customary
out-of-pocket closing costs of such refinance, as reasonably approved by
Administrative Agent, and (z) the amount of such new borrowing which constitutes
Allowable Construction Borrowing.


“Note”; “Notes” — Have the
respective meanings specified in Section 2.06.


“Obligations” — The unpaid principal
amount of, and interest (including, without limitation, interest accruing after
the maturity of the Credit Facility and interest accruing after the filing of
any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to Borrower, whether or not a claim
for post-filing or post-petition interest is allowed in such proceeding) on the
Loans, and all other obligations and liabilities of the Credit Parties and
Guarantor to Administrative Agent and Lenders, whether direct or indirect,
absolute or contingent, due or to become due, or now existing or hereafter incurred,
which may arise under, or out of or in connection with, this Agreement, the
Notes, the Letters of Credit, the Security Documents and any other Credit
Documents and any other document made, delivered or given in


10





connection therewith or herewith, whether on account of principal,
interest, reimbursement obligations, fees, indemnities, costs, expenses
(including, without limitation, all reasonable fees and disbursements of
counsel to Administrative Agent or to Lenders that are required to be paid by a
Credit Party or Guarantor pursuant to the terms of the Credit Documents) or
otherwise.


“Operating Agreement” — That certain
Amended and Restated Operating Agreement of Borrower by and among Managing
Member and Acadia Investors II
dated as of October 15, 2004 (effective as of August 15, 2004), as
amended by First Amendment to Amended and Restated Operating Agreement of
Borrower by and among Managing Member and Acadia Investors II dated as of
August 15, 2004, as supplemented by that certain Pledge Agreement dated as
of June 15, 2004 from Acadia Investors II, Inc. to Borrower, as amended by
Second Amendment to Amended and Restated Operating Agreement of Borrower by and
among Managing Member and Acadia Investors II dated as of January 1, 2006
and as amended by action of Managing Member with the written consent of the
advisory committee of Borrower by required vote dated January 5, 2010, and
as the same may hereafter be modified in compliance with the terms of this
Agreement.


“Parent” – Acadia Realty Trust, a Maryland
real estate investment trust and the parent company of Guarantor.


“Participant”; “Participation”
— Have the meanings specified in Section 10.10.


“Payor” — Has the meaning given to
such term in Section 9.12(a).


“PBGC” — The Pension Benefit Guaranty
Corporation or any entity succeeding to any or all of its functions under
ERISA.


“Pending Capital Call” — A Capital
Call made upon the Investors of Borrower no more than fifteen (15) days prior
to the date of determination, which Capital Call has not yet been funded by any
of the Investors.


“Pension Plan” — Any employee pension
benefit plan within the meaning of Section 3(2) of ERISA with respect to which
Borrower, Guarantor or any ERISA Affiliate at any relevant time has liability
or an obligation to contribute.


“Person” — An individual, partnership,
corporation, limited liability company, business trust, joint stock company,
trust, unincorporated association, joint venture or other entity of whatever
nature.


“Plan” — At any time an employee
pension benefit plan within the meaning of Section 3(2) of ERISA that is
maintained or contributed to by any member of the ERISA Group.


“Prime Based Rate” — On any day, the
rate of interest per annum equal to the Applicable Margin plus the Prime Rate,
each change in said rates to be effective, without notice or demand of any
kind, as of the date of such change.


11





“Prime Rate” — On any day, the rate of
interest per annum then most recently established by the Person serving as
Administrative Agent as its “prime rate,” it being understood and agreed that
such rate is set by the Person serving as Administrative Agent as a general
reference rate of interest, taking into account such factors as the Person
serving as Administrative Agent may deem appropriate, that it is not necessarily
the lowest or best rate actually charged to any customer or a favored rate,
that it may not correspond with future increases or decreases in interest rates
charged by other lenders or market rates in general, and that the Person
serving as Administrative Agent may make various business or other loans at
rates of interest having no relationship to such rate. If the Person serving as
Administrative Agent (including any subsequent holder of such position) ceases
to exist or to establish or publish a prime rate from which the Prime Rate is
then determined, the applicable variable rate from which the Prime Rate is
determined thereafter shall be instead the prime rate reported in The Wall
Street Journal (or the average prime rate if a high and a low prime rate
are therein reported), and the Prime Rate shall change without notice with each
change in such prime rate as of the date such change is reported.


“Principal Amount” — At any time, the
aggregate outstanding principal amount of the Notes.


“Projected Sources” — Has the meaning
specified in Section 6.17.


“Projected Sources and Uses” — Has the
meaning specified in Section 6.17.


“Projected Uses” — Has the meaning
specified in Section 6.17.


“Pro Rata Share” — With respect to
each Lender, the ratio of such Lender’s Individual Commitment to the Credit
Amount. As of the date hereof, Lenders’ respective Pro Rata Shares are as
follows: 


	
  

 	
  

 
	
 Lender

 	
 Pro Rata Share

 
	


 	


 
	
  

 	
  

 
	
 BofA

 	
         100%

 




“Regulation D” and “Regulation U”
— Respectively, Regulation D and Regulation U of the Board of Governors of the
Federal Reserve System.


“Release Price” — With respect to the
sale of any Subsidiary or the assets of such Subsidiary, the greater of (i) the
gross sales price, including all consideration given to, or paid on behalf of,
Borrower and/or the applicable Subsidiary in connection with such sale less
only reasonable and customary out-of-pocket costs of such sale as reasonably
approved by Administrative Agent and (ii) the Minimum Release Price for such
Subsidiary.


“Required Lenders” — At any time,
those Lenders whose aggregate Pro Rata Shares exceed 50%.


“Required Payment” — Has the meaning
given to such term in Section 9.12(a).


12





“Requisition” — A written statement by
or on behalf of Borrower, in form and substance satisfactory to Administrative
Agent, setting forth in each instance the aggregate amount of the Loans
requested to be borrowed and certifying the purpose for which the proceeds of
such Loans are to be used.


“Responsible Party” — For any
Governmental Plan Investor, (a) if the state under which such Governmental Plan
Investor operates is obligated to fund such Governmental Plan Investor and is
liable to fund any shortfalls, such state, and (b) otherwise, the Governmental
Plan Investor itself.


“S&P” — Standard & Poor’s
Ratings Services, a division of The McGraw-Hill Companies, Inc.


“Security Documents” — The collective
reference to the Capital Events Collateral Security Agreement and the Cash
Collateral Agreement, and all other security documents at any time delivered to
Lenders and/or Administrative Agent granting a Lien on any asset or assets of
any Person to secure any of the Obligations or to secure any guarantee of any
such Obligations.


“Sources and Uses Period” — Has the
meaning specified in Section 6.17.


“Sponsor” — For any ERISA Investor,
the “plan sponsor” within the meaning of Section 3(16)(B) of ERISA.


“Stockholders Agreement” — That
certain Amended and Restated Stockholders Agreement by and among Acadia
Investors II, Yale University, The Vanderbilt University, Carnegie Corporation
of New York, The Board of Trustees of the Leland Stanford Junior University,
Gloster, LLC, The Dupont Pension Trust and The William and Flora Hewlett
Foundation dated as of October 15, 2004 (effective as of August 15,
2004), as amended by First Amendment to Stockholders Agreement by and among
Acadia Investors II, Yale University, The Vanderbilt University, Carnegie
Corporation of New York, The Board of Trustees of the Leland Stanford
University, Gloster, LLC, The Dupont Pension Trust and The William and Flora
Hewlett Foundation dated as of August 15, 2004.


“Subscription Account” — The
collateral account established by Borrower at Bank of America, N.A., in the
name of Administrative Agent, as secured party, and identified as follows:
Acadia Strategic Opportunity Fund II, LLC, Account #9489651466, ABA #02120039,
Bank of America, N.A., One Bryant Park, 35th Floor, New York, New York 10036.


“Subsidiary” — As to any Person, a
corporation, partnership or other entity of which shares of stock or other
ownership interests having ordinary voting power (other than stock or such
other ownership interests having such power only by reason of the happening of
a contingency) to elect a majority of the board of directors or other managers
of such corporation, partnership or other entity are at the time owned, or the
management of which is otherwise controlled, directly or indirectly through one
or more intermediaries, or both, by such Person. Unless otherwise


13





qualified, all references to a “Subsidiary” or to “Subsidiaries” in
this Agreement shall refer to a Subsidiary or Subsidiaries of Borrower.


“Supplemental Fee Letter” —
Collectively, that certain letter agreement dated as of January 30, 2009
among BofA, Lead Arranger and Borrower, that certain letter agreement dated as
of March 3, 2009 among BofA, Lead Arranger and Borrower and that certain
letter agreement dated as of the date hereof among BofA, Lead Arranger and
Borrower, providing for Borrower’s payment to Lead Arranger and/or BofA on the
date hereof and from time to time hereafter certain fees in connection with the
Credit Facility, each such fee to be for Lead Arranger’s and/or BofA’s own
account.


“Termination Event” — (i) A
“reportable event”, as such term is described in Section 4043 of ERISA (other
than a “reportable event” not subject to the provision for thirty (30) day
notice to the PBGC), or an event described in Section 4062(e) of ERISA, (ii)
the withdrawal by any member of the ERISA Group from a Multiemployer Plan or
the incurrence of liability by any member of the ERISA Group upon the
termination of a Multiemployer Plan, (iii) the filing of a notice of intent to
terminate any Plan under Section 4041 of ERISA, other than in a standard
termination within the meaning of Section 4041 of ERISA, or the treatment of a
Plan amendment as a distress termination under Section 4041 of ERISA, (iv) the
institution by the PBGC of proceedings to terminate, impose liability (other
than for premiums under Section 4007 of ERISA) in respect of, or cause a
trustee to be appointed to administer, any Plan or (v) any other event or
condition that might reasonably constitute grounds for the involuntary
termination of, or the appointment of a trustee by the PBGC to administer, any
Plan or the imposition of any Lien on the assets of any member of the ERISA
Group.


“Total Commitment” — The Credit Amount
(subject to change in accordance with the terms of this Agreement).


“Unfunded Liabilities” — With respect
to any Plan at any time, the amount (if any) by which (i) the value of all
benefit liabilities under such Plan, determined on a plan termination basis
using the assumptions prescribed by the PBGC for such purposes, exceeds (ii)
the fair market value of all Plan assets allocable to such liabilities under
Title IV of ERISA (excluding any accrued but unpaid contributions), all
determined as of the then most recent valuation date for such Plan, but only to
the extent that such excess represents a potential liability of a member of the
ERISA Group to the PBGC or any other Person under Title IV of ERISA.


“Unpaid Capital Commitments” — At any
time (x) the aggregate Capital Commitments, including amounts which are subject
to any Pending Capital Call under the Stockholders Agreement, provided,
however, that to avoid double counting, the Capital Commitment of Acadia
Investors II shall not be counted since such Capital Commitment is, in effect,
a pass-through of the Capital Commitments of Investors under the Stockholders
Agreement less (y) the aggregate Capital Calls


14





made upon the Investors regardless of whether the Investors have
actually funded all such Capital Calls.


“Unused Commitment” — At any time, an
amount equal to the excess, if any, of (a) the Total Commitment over (b) the
Aggregate Outstanding Extensions of Credit of all Lenders.


“Unused Fee” — 0.30%.


“United States” and “U.S.” —
The United States of America.


“Vanderbilt” — The Vanderbilt
University, a corporation organized under the laws of the State of Tennessee.


“Vanderbilt Guaranty” — That certain
Guaranty of Capital dated March 3, 2010 executed and delivered by
Vanderbilt.


“Vanderbilt Reaffirmation” — Has the
meaning specified in Section 6.14.


          Section 1.02. Rules of Construction.
Except as expressly provided otherwise, when used in this Agreement (i) “or” is
not exclusive, (ii) “hereunder”, “herein”, “hereof” and the like refer to this
Agreement as a whole, (iii) “Article”, “Section”, “Schedule” and “Exhibit”
refer to Articles, Sections, Schedules and Exhibits of this Agreement, (iv)
terms defined in the singular shall have a correlative meaning when used in the
plural and vice versa, (v) a reference to a Law includes any amendment,
modification or supplement to, or replacement of, such Law and (vi) a reference
to a document shall mean such document as the same may be amended, modified or
supplemented from time to time in accordance with its terms. The cover page and
the Exhibits and Schedules annexed hereto are incorporated as a part of this
Agreement with the same effect as if set forth in the body hereof. Any table of
contents and all captions and headings herein are for convenience only and
shall not affect the interpretation or construction hereof.


ARTICLE II


THE CREDIT FACILITY


          Section
2.01. Generally. 


               (a)
Subject to the terms and conditions of this Agreement, each Lender severally
agrees to make a loan to Borrower (each, a “Loan” and, collectively, “Loans”),
subject to the provisions of this Agreement, and on the basis of the
representations, warranties and covenants made herein and in the other Credit Documents,
in periodic disbursements as hereinafter set forth. On the date hereof
following principal payments made on the date hereof by Borrower under the
Original Agreement, the Principal Amount is $40,000,000. Following any
repayment of the principal amount of the Loans,


15






whether required pursuant to the terms hereof or voluntary, no amount
may be re-advanced or re-borrowed.


               (b)
Notwithstanding anything to the contrary contained herein, the aggregate
principal amount of Loans outstanding hereunder shall not at any time exceed
the Available Commitment.


          Section
2.02. Nature of Lenders’ Obligations. The obligations of Lenders under
this Agreement are several, and no
Lender shall be responsible for the failure of any other Lender to make
or participate in any extension of credit under the Credit Facility to be made
or participated in by such other Lender. However, the failure of any Lender to make
or participate in any extension of credit under the Credit Facility to be made
or participated in by it hereunder on the date specified therefor shall not
relieve any other Lender of its obligation to make or participate in any
extension of credit under the Credit Facility specified hereby to be made or
participated in by it on such date.


          Section
2.03. Purpose. Borrower shall use the proceeds of the Loans for business
purposes permitted under the Operating Agreement. In no event shall extensions
of credit under the Credit Facility be used in a manner that would violate
Regulation U or in connection with a hostile acquisition or for any illegal
purpose.


          Section
2.04. Amounts of Loans. The Initial Advance in the form of Loans by
Lenders shall be in the minimum amount of $100,000 and in integral multiples of
$25,000 above such amount unless otherwise agreed by Administrative Agent, and
shall be made upon satisfaction of the conditions set forth in Section 4.01.
Subsequent Loans by Lenders shall be made no more frequently than monthly
thereafter, upon satisfaction of the conditions set forth in Section 4.02. The
amount of each Loan by Lenders subsequent to the Initial Advance shall be in
the minimum amount of $100,000 (unless less than said amount is available for
disbursement pursuant to the terms hereof at the time of such Loan, in which
case the amount of such Loan shall be equal to such remaining availability) and
in integral multiples of $25,000 above such amount.


          Section
2.05. Procedure for Loans. Prior to the Maturity Date, Borrower may
borrow Loans under the Credit Facility on any Business Day in an aggregate
principal amount not exceeding the lesser of (A) the aggregate Unused
Commitments then in effect and (B) the Available Commitment then in effect
minus the Aggregate Outstanding Extensions of Credit of all Lenders, provided
that Borrower shall give Administrative Agent irrevocable Requisition (which
Requisition must be received by Administrative Agent prior to 10:00 a.m., New
York time, four (4) Business Days prior to the requested Borrowing Date, which
shall include a certification of Borrower specifying (i) the amount to be
borrowed, (ii) the requested Borrowing Date, and (iii) in reasonable detail,
the Approved Use for which such borrowing is being made and representing that
such Approved Use is in compliance in all respects with the terms of the
Operating Agreement, the Stockholders Agreement and the Credit Documents.
Administrative Agent, upon its receipt and approval of the request for a
borrowing of Loans, will notify all Lenders either by telephone or facsimile.
Not later than 10:00 a.m. (New York time) on the applicable Borrowing Date,
each Lender shall, through its Applicable Lending 


16





Office and subject to the conditions of this Agreement, make its Pro
Rata Share of the total amount of the Loan to be made on such Borrowing Date
available to Administrative Agent, at Administrative Agent’s Office and in
immediately available funds for the account of Borrower. The amount so received by
Administrative Agent shall, subject to the conditions of this Agreement, be
made available to Borrower, in immediately available funds, by Administrative
Agent’s crediting an account of Borrower designated by Borrower in its
Requisition for such Loans. Notwithstanding anything to the contrary contained
herein, Borrower and Lenders acknowledge that (i) the full amount of the Loans
was advanced under the Original Agreement and is outstanding as of the date
hereof and (ii) Borrower is not entitled to any further advances hereunder


          Section
2.06. Notes. The Loans shall be evidenced by a note or notes of Borrower
in the form of Exhibit D, duly completed and executed by Borrower (one
for each Lender in an amount equal to such Lender’s Individual Commitment,
payable for the account of such Lender’s Applicable Lending Office), in an
aggregate principal amount equal to the Credit Amount (such notes, as the same
may hereafter be amended, modified, extended, severed, assigned, substituted,
renewed or restated from time to time (including, without limitation, any
substitute notes pursuant to Section 10.10), each, a “Note” and collectively,
the “Notes”). The Notes include the existing Notes delivered to Lenders
pursuant to the Original Agreement. The Notes shall mature, and all outstanding
principal and other sums thereunder shall be paid in full, on the Maturity
Date, as the same may be accelerated or extended.


          In case of
any loss, theft, destruction or mutilation of any Lender’s Note, Borrower
shall, upon its receipt of an affidavit of an officer of such Lender as to such
loss, theft, destruction or mutilation and, in the case of any such loss, theft
or destruction, an appropriate indemnification, execute and deliver a
replacement Note to such Lender in the same principal amount and otherwise of
like tenor as the lost, stolen, destroyed or mutilated Note.


          Section
2.07. Payments and Distributions. Borrower shall make each payment under
this Agreement and under the Notes not later than 11:00 a.m. (New York time) on
the date when due to Administrative Agent at Administrative Agent’s Office in
immediately available funds. Administrative Agent will thereafter, on the day
of its receipt of each such payment, cause to be distributed to each Lender
such Lender’s appropriate share of the payments of principal and interest, and
its appropriate share of the payments of other sums, in like funds for the
account of such Lender’s Applicable Lending Office. Payments by Borrower
hereunder or under the Notes or other Credit Documents shall be made without
setoff or counterclaim.


          Except to
the extent otherwise provided in this Agreement, whenever any payment to be
made under this Agreement or under the Notes is due on any day other than a
Business Day, such payment shall be made on the next succeeding Business Day,
and such extension of time shall in such case be included in the computation of
the payment of interest and, if applicable, fees, as the case may be.


17





               Each Lender’s interest in the Credit Facility shall be of equal
priority with the interest of each other Lender.


          Section 2.08.
Interest. 


               (a)
The unpaid Principal Amount of the Loan from day to day outstanding which is
not past due, shall bear interest at a fluctuating rate of interest equal to
the BBA LIBOR Daily Floating Rate plus the Applicable Margin. The “BBA LIBOR
Daily Floating Rate” shall mean a fluctuating rate of interest equal to the
British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters
(or other commercially available source providing quotations of BBA LIBOR as
selected by Administrative Agent from time to time) as determined for each
Business Day at approximately 11:00 a.m. London time two (2) London Banking
Days prior to the date in question, for U.S. Dollar deposits (for delivery on
the first day of such interest period) with a one month term, as adjusted from
time to time in Administrative Agent’s sole discretion for reserve
requirements, deposit insurance assessment rates and other regulatory costs. If
such rate is not available at such time for any reason, then the rate will be
determined by such alternative method as reasonably selected by Administrative
Agent. A “London Banking Day” is a day on which banks in London are open for
business and dealing in offshore dollars. Interest shall be computed for the
actual number of days which have elapsed, on the basis of a 360-day year.


               (b)
If Administrative Agent determines that no adequate basis exists for
determining the BBA LIBOR Daily Floating Rate or that the BBA LIBOR Daily
Floating Rate will not adequately and fairly reflect the cost to Lenders of
funding the Loan, or that any applicable law or regulation or compliance
therewith by any Lender prohibits or restricts or makes impossible the charging
of interest based on the BBA LIBOR Daily Floating Rate and such Lender so
notifies Administrative Agent and Borrower, then until Administrative Agent
notifies Borrower that the circumstances giving rise to such suspension no
longer exist, interest shall accrue and be payable on the unpaid principal
balance of this Loan from the date Administrative Agent so notifies Borrower
until the Maturity Date of this Loan (whether by acceleration, declaration,
extension or otherwise) at a fluctuating rate of interest equal to the Prime
Based Rate. Each Lender agrees to designate a different Lending Office if such
designation will avoid the need for such notice and will not, in the good faith
judgment of such Lender, otherwise be materially disadvantageous to such
Lender.


          Section
2.09. Default Rate. If any amount payable by Borrower under any Credit
Document is not paid when due (without regard to any applicable grace periods),
such amount shall thereafter bear interest at a fluctuating interest rate per
annum at all times equal to the Default Rate to the fullest extent permitted by
applicable law.


          Section
2.10. Intentionally Omitted. 


          Section
2.11. Intentionally Omitted. 


18





          Section
2.12. Late Payment Premium. Borrower shall pay to Administrative Agent
for the account of Lenders a late payment premium in the amount of 5% of any
payments of principal or interest of any Loan made more than ten (10) days
after the due date thereof, which late payment premium shall be due with any
such late payment.


          Section
2.13. Voluntary Prepayments. Borrower may, upon at least five (5)
Business Days’ notice (which notice shall be irrevocable) to Administrative
Agent (which shall promptly notify each Lender), prepay the Principal Amount,
in whole or part, without premium or penalty; provided, however,
that (i) any partial prepayment under this Section shall be in a principal
amount of not less than $100,000 and an integral multiple of $25,000 and (ii)
each prepayment under this Section shall include all interest accrued on the
amount of principal prepaid (and all late charges and other sums that may be
payable) through the date of prepayment. Amounts prepaid may be not reborrowed.


          Section
2.14. Adverse Events Regarding Investors. In accordance with Section
6.06, Borrower shall promptly notify Administrative Agent of the occurrence of
any one of the following events or existence of any one of the following
conditions (each, an “Adverse Investor Event”):


	
  

 	
  

 
	
  

 	
           (i) such
 Investor or its Sponsor or Responsible Party or Investor Guarantor, if any,
 shall commence a voluntary case or other proceeding seeking liquidation,
 reorganization or other relief with respect to itself or its debts under any
 bankruptcy, insolvency or other similar law now or hereafter in effect or
 seeking the appointment of a trustee, receiver, liquidator, custodian or
 other similar official of it or any substantial part of its property, or
 shall consent to any such relief or to the appointment of or taking
 possession by any such official in an involuntary case or other proceeding
 commenced against it, or shall make a general assignment for the benefit of
 creditors, or shall fail generally to pay its debts as they become due;

 
	
  

 	
  

 
	
  

 	
           (ii) an
 involuntary case or other proceeding shall be commenced against such Investor
 or its Sponsor or Responsible Party or Investor Guarantor, if any, seeking
 liquidation, reorganization or other relief with respect to it or its debts
 under any bankruptcy, insolvency or other similar law now or hereafter in
 effect or seeking the appointment of a trustee, receiver, liquidator,
 custodian or other similar official of it or any substantial part of its
 property, and such involuntary case or other proceeding shall remain
 undismissed and unstayed for a period of sixty (60) days; or an order for relief
 shall be entered against such Investor or its Sponsor or Responsible Party or
 Investor Guarantor, if any, under the federal bankruptcy laws as now or
 hereafter in effect;

 
	
  

 	
  

 
	
  

 	
           (iii)
 such Investor shall fail to timely fund a Capital Call subject to notice and
 time to cure in accordance with the terms of the Operating Agreement or the
 Stockholders Agreement (which cure period shall in no event exceed thirty
 (30) days), shall repudiate, challenge or declare unenforceable its
 obligation to fund Capital Contributions, or shall otherwise disaffirm, opt
 out of, be excused 

 


19









	
  

 	
  

 
	
  

 	
 from or default under, or breach the terms of, the Stockholders
 Agreement or the Operating Agreement in any material respect;

 
	
  

 	
  

 
	
  

 	
           (iv) one
 or more judgments or decrees in an aggregate amount equal to ten percent
 (10%) or more of its net worth shall be entered by a court or courts of
 competent jurisdiction against such Investor or its Sponsor or Responsible
 Party or Investor Guarantor, if any (other than any judgment as to which, and
 only to the extent, a reputable insurance company has acknowledged coverage
 of such claim in writing or has acknowledged in writing its willingness to
 defend any such claim under a reservation of rights), and (A) any such
 judgments or decrees shall not be stayed, discharged, paid, bonded or vacated
 within thirty (30) days or (B) enforcement proceedings shall be commenced by
 any creditor on any such judgments or decrees;

 
	
  

 	
  

 
	
  

 	
           (v) such
 Investor or its Investor Guarantor, if any, shall breach any obligation
 acknowledged under or made to Administrative Agent and Lenders in its
 Investor Acknowledgment (excluding any obligation to honor a Capital Call
 made by Administrative Agent, as Administrative Agent, Lenders and Borrower
 shall agree, contemporaneously herewith, to terminate the Capital
 Contributions Pledge Agreement and Administrative Agent’s rights to make
 Capital Calls), in any guaranty related to such Investor Acknowledgment or in
 the Stockholders Agreement in any material respect, or any representation,
 warranty, certification or statement made by or on behalf of such Investor or
 its Investor Guarantor, if any, in the Stockholders Agreement, its Investor
 Acknowledgment, in any guaranty related to such Investor Acknowledgment or in
 any certificate, financial statement or other document delivered pursuant to
 this Agreement or such documents, shall have been false or misleading when
 made and such false or misleading statements could reasonably be expected to
 have a material adverse effect on the ability of such Investor to fund its
 Capital Commitment;

 
	
  

 	
  

 
	
  

 	
           (vi) if
 either Moody’s and/or S&P downgrade the credit rating of, or cease to
 provide a credit rating for, any Investor or its Investor Guarantor, if any,
 which as of the date hereof has a credit rating from Moody’s and/or S&P;

 
	
  

 	
  

 
	
  

 	
           (vii) the
 transfer or assignment of its indirect interest in Borrower, or withdrawal
 from, Borrower or Acadia Investors II by such Investor;

 
	
  

 	
  

 
	
  

 	
           (viii)
 the failure by such Investor to comply in any material respect with the terms
 of, or the provisions of the Operating Agreement or the Stockholders
 Agreement acknowledged in, its Investor Acknowledgment, after Administrative
 Agent has notified Borrower in writing that such failure has occurred and
 will be treated as an Adverse Investor Event, and such Investor fails to
 comply with such terms or provisions within fifteen (15) Business Days after
 Administrative Agent’s delivery of such notice to Borrower; or

 
	
  

 	
  

 
	
  

 	
           (ix) the
 failure by Managing Member or Acadia Investors II to deliver to
 Administrative Agent within forty-five (45) days after notice thereof is 

 


20









	
  

 	
  

 
	
  

 	
 delivered to Borrower (A) the financial statements required to be
 delivered by such Investor pursuant to the Investor Acknowledgment executed
 by such Investor, and (B) from time to time upon the reasonable request of
 Administrative Agent, a certificate for such Investor setting forth the
 remaining amount of its Capital Commitment which it is obligated to fund.

 


          Section
2.15. Mandatory Prepayments. If on any date the Aggregate Outstanding
Extensions of Credit of all Lenders exceed the Available Commitment, Borrower
shall immediately on such date prepay the Loans in an amount equal to the
amount of such excess.


          Section
2.16. Intentionally Omitted. 


          Section
2.17. Permanent Loan/No Letters of Credit. The credit facility under the
Original Agreement was a revolving credit facility which included availability
of letters of credit. As amended and restated hereby, the Credit Facility is
modified to be a permanent loan which has been fully advanced under the
Original Agreement. Neither Administrative Agent nor any Lender is obligated
to, or will, issue any letters of credit as part of the Credit Facility and
there are no existing letters of credit which are part of the Credit Facility.


 ARTICLE III


 INTENTIONALLY OMITTED



 ARTICLE IV


CONDITIONS PRECEDENT



          Section
4.01. Conditions Precedent to Initial Advance. Lenders shall not be
obligated to make the Initial Advance hereunder until the following conditions
shall have been satisfied:


	
  

 	
  

 
	
  

 	
           (a) There
 shall exist no Default or Event of Default, and no Default or Event of
 Default would result from the making of the Initial Advance;

 
	
  

 	
  

 
	
  

 	
           (b) The
 representations and warranties made to Administrative Agent or Lenders
 herein, in the other Credit Documents and in any other document, certificate
 or statement executed or delivered to Administrative Agent or Lenders in connection
 with the Credit Facility shall be true and correct on and as of the date of
 the advance with the same effect as if made on such date;

 
	
  

 	
  

 
	
  

 	
           (c)
 Lenders shall have received and approved each of the following:

 


21









	
  

 	
  

 
	
  

 	
           (1) Fees
 and Expenses. (i) Those fees required by the Supplemental Fee Letter to
 be paid on or before the date hereof, to be retained by Administrative Agent
 and/or BofA for its own account or as otherwise agreed among Lenders whether
 or not any Loan is advanced or any Letters of Credit are issued; and (ii) all
 fees and expenses incurred by Administrative Agent (including, without
 limitation, the reasonable fees and expenses of Administrative Agent’s
 Counsel);

 
	
  

 	
  

 
	
  

 	
           (2) Credit
 Documents and the Supplemental Fee Letter. This Agreement, each of the
 other Credit Documents, including, without limitation, the Supplemental Fee
 Letter, duly executed by the parties thereto, and, where applicable, duly
 acknowledged and in proper form for recording or filing, as the case may be,
 and all necessary or desirable recordings and filings shall have been duly
 made (Administrative Agent and Lenders hereby acknowledge that Administrative
 Agent has received all requisite Investor Acknowledgments in connection with
 the Original Agreement);

 
	
  

 	
  

 
	
  

 	
           (3) Financial
 Statements. Current Financial Statements and such other financial data as
 Administrative Agent shall require;

 
	
  

 	
  

 
	
  

 	
           (4) Actions
 to Perfect Liens. Evidence that all filings, recordings, registrations
 and other actions, including, without limitation, the filing of duly executed
 financing statements on form UCC-l, necessary or, in the reasonable opinion
 of Administrative Agent, desirable to perfect the Liens created by the
 Security Documents shall have been completed;

 
	
  

 	
  

 
	
  

 	
           (5)Insurance. Evidence that all of
 the requirements of Section 6.09 have been satisfied;

 
	
  

 	
  

 
	
  

 	
           (6) Closing
 Certificate. A certificate of Borrower and of Managing Member, each dated
 the Closing Date, substantially in the form of Exhibit E, with
 appropriate insertions and attachments, executed by Borrower or Managing
 Member, as the case may be;

 
	
  

 	
  

 
	
  

 	
           (7) Certificate
 regarding Capital Commitments. A certificate regarding Capital
 Commitments, substantially in the form of Exhibit G, showing the
 Capital Commitments and Unpaid Capital Commitments of all Investors as of the
 Closing Date with appropriate insertions and dated the Closing Date, executed
 by Borrower;

 
	
  

 	
  

 
	
  

 	
           (8) Corporate
 Proceedings of Borrower. A copy of the resolutions of the board of
 directors of Acadia Investors II and of Parent, as sole member of the
 Managing Member, on behalf of Borrower authorizing (i) the execution,
 delivery and performance of this Agreement and the other Credit Documents,
 (ii) the borrowings and other extensions of credit contemplated hereunder and
 (iii) the granting by it of the Liens

 


22









	
  

 	
  

 
	
  

 	
 created pursuant to the Security Documents to which it is a party,
 certified by the Secretary or an Assistant Secretary of such corporations as
 of the Closing Date, which certificate shall state that the resolutions
 thereby certified have not been amended, modified, revoked or rescinded;

 
	
  

 	
  

 
	
  

 	
           (9) Borrower
 Incumbency Certificate. A certificate, dated the Closing Date, as to the
 incumbency and signature of the officers of the Parent, Managing Member and
 Acadia Investors II executing any Credit Document, executed by the Secretary
 or any Assistant Secretary of such entities;

 
	
  

 	
  

 
	
  

 	
           (10) Investor
 Documents. True and complete copies of the financial statements
 contemplated by the Investor Acknowledgment of each Investor;

 
	
  

 	
  

 
	
  

 	
           (11) Additional
 Matters. All corporate and other proceedings, and all documents,
 instruments and other legal matters in connection with the transactions
 contemplated by this Agreement, the other Credit Documents, the Operating
 Agreement and the Stockholders Agreement and such other documents and legal
 opinions in respect of any aspect or consequence of the transactions
 contemplated hereby or thereby as Administrative Agent shall reasonably
 request;

 
	
  

 	
  

 
	
  

 	
           (12) Investor
 Acknowledgments. Investor Acknowledgments from each Investor, duly
 executed and delivered by each Investor;

 
	
  

 	
  

 
	
  

 	
           (13) Borrower
 Counsel Opinions. Opinions of counsel for Borrower, Managing Member and
 Acadia Investors II;

 
	
  

 	
  

 
	
  

 	
           (14) Organizational
 Documents. If Borrower, Guarantor or any general partner or member of
 Borrower is a corporation, current copies of the following documents with
 respect to each (unless otherwise indicated):

 





	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (i) a
 good-standing certificate from the jurisdiction of its incorporation, 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (ii) a
 resolution, certified by the corporate secretary, of the shareholders or
 directors of such corporation authorizing the consummation of the
 transactions contemplated hereby and the execution, delivery and performance
 of the Credit Documents and any other documents to be executed, delivered or
 performed by said corporation (including any substitute or replacement Notes
 to be executed and delivered pursuant to the terms hereof), and

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iii) a
 certificate of the corporate secretary as to the incumbency of the officers
 executing any of the documents required hereby, 

 


23









	
  

 	
  

 	
  

 
	
  

 	
 and, if Borrower, Guarantor or any partner or member of Borrower is a
 partnership, venture, limited liability company or trust:

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (iv) such
 entity’s organizational agreement and all amendments and attachments thereto,
 certified by a general partner, venturer, member or trustee to be true and
 complete,

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (v) any
 certificates filed or required to be filed by such entity in the
 jurisdictions of its formation and any other jurisdiction where it does
 business, and

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (vi)
 evidence of the authorization of the consummation of the transactions
 contemplated hereby and the execution, delivery and performance of the Credit
 Documents and any other documents to be executed, delivered and performed by
 said entity (including any substitute or replacement notes to be executed and
 delivered pursuant to the terms hereof), and including any required consents
 by partners, venturers, members, trustees or beneficiaries;

 
	
  

 	
  

 	
  

 
	
  

 	
           (15) Chattel
 Searches. UCC, judgment and lien searches against Borrower to the effect
 that searches of proper public records disclose no financing statements filed
 or recorded against Borrower and no other breaches of this Agreement;

 
	
  

 	
  

 	
  

 
	
  

 	
           (16) Requisition.
 A Requisition for the Initial Advance; and

 
	
  

 	
  

 	
  

 
	
  

 	
           (17) Additional
 Documentation. Such other approvals, opinions or documents as
 Administrative Agent may reasonably request;

 
	
  

 	
  

 	
  

 
	
           (d)
 Immediately after such extension of credit, the Aggregate Outstanding
 Extensions of Credit of all Lenders will not exceed the Available Commitment;
 and

 
	
  

 	
  

 	
  

 
	
           (e) No
 condition or event shall have occurred which has a Material Adverse Effect.

 





	
  

 
	
 ARTICLE V

 
	
  

 
	
 REPRESENTATIONS AND WARRANTIES

 


               Borrower
represents and warrants to Administrative Agent and Lenders that:


          Section
5.01. Due Formation, Power and Authority. If Borrower, Guarantor or any
general partner or member of Borrower is a corporation, partnership, venture,
limited liability company or trust, each such entity is duly organized, validly
existing and in good standing under the Laws of the jurisdiction of its
formation and has full power and authority to own or lease its property, to
conduct its business as presently and as proposed


24





to be conducted and to consummate the transactions contemplated hereby
and to execute, deliver and perform this Agreement and any other Credit
Document to which it is a party. 


          Section
5.02. Legally Enforceable Agreements. Each of the Supplemental Fee
Letter and each Credit Document to which Borrower, Managing Member, Acadia
Investors II or Guarantor is a party is a legal, valid and binding obligation
of such party, enforceable against Borrower or Guarantor, as the case may be,
in accordance with its terms, except to the extent that such enforcement may be
limited by applicable bankruptcy, insolvency and other similar Laws affecting
creditors’ rights generally.


          Section
5.03. Financial Statements. Financial Statements have been heretofore delivered
to Lenders which are true, correct and current in all respects and which fairly
present the respective financial conditions of the subjects thereof as of the
respective dates thereof; no material adverse change has occurred in the
financial conditions reflected therein since the respective dates thereof and
no borrowings or other extensions of credit (other than under the Credit
Facility) which might give rise to a lien or claim against the proceeds of the
Credit Facility have been made by or to Borrower or others since the dates
thereof.


          Section
5.04. Compliance With Laws; Payment of Taxes. Borrower and Guarantor are
in compliance with, and the transactions contemplated hereby and by the other
Credit Documents do not and will not violate any provision of, or require any
filing, registration, consent or approval under, any Law presently in effect
having applicability to Borrower or Guarantor; and Borrower has filed all tax
returns (federal, state and local) required to be filed and has paid all taxes,
assessments and governmental charges and levies due and payable, including
interest and penalties.


          Section
5.05. Litigation. There are no actions, suits or proceedings pending or
threatened against or affecting Borrower, Guarantor, the validity or
enforceability of any of the Security Documents or the priority of any of the
liens created thereby at law, in equity or before or by any Governmental
Authorities except actions, suits or proceedings which have been disclosed to
Administrative Agent and Lenders in writing and which are fully covered by
insurance or would, if adversely determined, not substantially impair the
ability of Borrower or Guarantor to pay when due any amounts which may become
payable hereunder or under the Notes or the Guaranty or the other Credit
Documents or to otherwise pay and perform their respective obligations in
connection with the Credit Facility; to Borrower’s knowledge, neither Borrower
nor Guarantor is in default with respect to any order, writ, injunction, decree
or demand of any court or Governmental Authority.


          Section
5.06. No Conflicts or Defaults. The consummation of the transactions
contemplated hereby and the performance hereof and of the other Credit
Documents have not resulted and will not result in any breach of, or constitute
a default under, any mortgage, deed of trust, lease, bank loan or credit
agreement, corporate charter, by-laws, partnership agreement or other
instrument to which Borrower or Guarantor is a party or by which Borrower may
be bound or affected.


25





          Section
5.07. Solvency. Borrower and Guarantor are, and upon consummation of the
transactions contemplated by this Agreement, the other Credit Documents and any
other related documents, will be, solvent.


          Section
5.08. Governmental Regulation. Borrower is not subject to regulation
under the Investment Company Act of 1940 or any Law limiting its ability to
incur indebtedness for money borrowed as contemplated hereby.


          Section
5.09. Insurance. Borrower has, with respect to its properties and
business, insurance covering risks, in amounts, with deductibles or other
retention amounts, and with carriers, which meet the requirements of Section
6.09 as of the date hereof.


          Section
5.10. ERISA. Neither Borrower nor Guarantor nor any other Person,
including any fiduciary, has engaged in any prohibited transaction (as defined
in Section 4975 of the Code or Section 406 of ERISA) which could subject
Borrower or Guarantor or any Person whom they have an obligation to indemnify
to any tax or penalty imposed under Section 4975 of the Code or Section 502 of
ERISA; neither Borrower nor Guarantor nor any ERISA Affiliate maintains,
contributes to or has any liability with respect to a Multiemployer Plan or any
other plan subject to Title IV of ERISA; each Employee Benefit Plan is
administered in accordance with its terms and in compliance with all applicable
Laws, including any reporting requirements; each Pension Plan intending to
qualify under Section 401(a) or 401(k) of the Code does so qualify; there is no
lien outstanding or security interest given in connection with a Pension Plan;
neither Borrower nor Guarantor nor any ERISA Affiliate has any liability with
respect to an accumulated funding deficiency (whether or not waived) under
Section 412 of the Code or Section 302 of ERISA; neither Borrower nor Guarantor
has any liability for retiree medical or death benefits (contingent or
otherwise) other than as required by Section 4980B of the Code; and no part of
the funds to be used by Borrower or Guarantor in satisfaction of Borrower’s
obligations under this Agreement and the other Credit Documents constitute
“plan assets” of any “employee benefit plan” within the meaning of ERISA or of
any “plan” within the meaning of Section 4975(e)(1) of the Code, as interpreted
by the Internal Revenue Service and the United States Department of Labor in
rules, regulations, releases or bulletins or as interpreted under applicable
case law. The DuPont Pension Trust and Gloster, LLC are the only investors in
Acadia Strategic Opportunity Fund II, LLC, Acadia Realty Acquisition II, LLC
and Acadia Investors II, Inc. that are either: (i) an employee benefit plan as
defined in Section 3(3) of ERISA; or (ii) an entity holding Plan Assets (within
the meaning of the plan assets regulation set forth in 29 C.F.R.
§ 2510.3-101) in which such an employee benefit plan holds an equity
interest.


          Section
5.11. No Default. There exists no Default or Event of Default.


          Section 5.12.
Liens. None of the Collateral is subject to any Lien except as created
by the Security Documents.


26





          Section
5.13. Federal Regulations. No part of the proceeds of any Loan made
under, and no other extension of credit under, the Credit Facility will be used
for “purchasing” or “carrying” any “margin stock” within the respective
meanings of each of the quoted terms under Regulation U of the Board of
Governors of the Federal Reserve System as now and from time to time hereafter
in effect, or for any purpose which violates, or which would be inconsistent
with, the provisions of the regulations of such Board of Governors. If
requested by any Lender or Administrative Agent, Borrower will furnish to
Administrative Agent and each Lender a statement to the foregoing effect in
conformity with the requirements of FR Form U-1 referred to in said Regulation
U.


          Section
5.14. Subsidiaries. Exhibit H sets forth the name of each direct
or indirect Subsidiary, its form of organization, its jurisdiction of
organization, the total number of issued and outstanding shares or other
interests of Capital Stock thereof, the classes and number of issued and
outstanding shares or other interests of Capital Stock of each such class, the
name of each holder of Capital Stock thereof and the number of shares or other
interests of such Capital Stock held by each such holder and the percentage of
all outstanding shares or other interests of such class of Capital Stock held
by such holders.


          Section
5.15. Security Documents. 


               (a)
The provisions of each Security Document are effective to create in favor of
Administrative Agent for the ratable benefit of Lenders a legal, valid and
enforceable security interest in all right, title and interest of the Credit
Party party thereto in the “Collateral” described therein.


               (b)
The Cash Collateral Agreement and the Capital Events Collateral Security
Agreement constitute a fully perfected first Lien on, and security interest in,
all right, title and interest of Borrower in the Collateral.


          Section
5.16. Purpose of Credit. The proceeds of the Loans made under, and the
other extensions of credit under, the Credit Facility shall be used by Borrower
to make Investments, to pay expenses of Borrower in the ordinary course of
business and for such other uses as are expressly permitted by the Operating
Agreement (collectively, “Approved Uses”), all in accordance with, and subject
to the limitations and restrictions contained in, the Operating Agreement.


          Section
5.17. Environmental Matters. Borrower has not received any notice of
violation, alleged violation, non-compliance, liability or potential liability
regarding environmental matters or compliance with Environmental Laws with
regard to any Investment, or of any release or threat of release of Materials
of Environmental Concern at or from any real property comprising or underlying
any Investment, in violation of or in amounts or in a manner that could
reasonably give rise to liability under Environmental Laws, nor does Borrower
have knowledge or reason to believe that any such notice will be received or is
being threatened, except in each case insofar as such notice or threatened
notice, or any aggregation thereof, does not involve a matter or matters that
is or are reasonably likely to have a Material Adverse Effect.


27





          Section
5.18. Capital Commitments. As of the date hereof, the aggregate amount
of Unpaid Capital Commitments of Managing Member and all Investors is $50,384,957.
Exhibit B sets forth in detail, as of the date hereof, the Capital
Commitments and Unpaid Capital Commitments of each Investor and of Managing
Member. As of the date hereof, no Investor has defaulted in paying its Capital
Calls.


          Section
5.19. Accuracy of Information; Full Disclosure. Neither this Agreement
nor any documents, financial statements, reports, notices, schedules,
certificates, statements or other writings furnished by or on behalf of
Borrower or Guarantor to Administrative Agent or Lenders in connection with the
negotiation of this Agreement or the other Credit Documents or the consummation
of the transactions contemplated hereby, or required herein or by the other
Credit Documents to be furnished by or on behalf of Borrower or Guarantor,
contains any untrue or misleading statement of a material fact or omits a
material fact necessary to make the statements herein or therein not
misleading; there is no fact which Borrower has not disclosed to Administrative
Agent and Lenders in writing which materially affects adversely nor, so far as
Borrower can now foresee, will materially affect adversely the business affairs
or financial condition of Borrower or Guarantor, or the ability of Borrower or
Guarantor to perform this Agreement and the other Credit Documents.


          Section
5.20. Requisition as Reaffirmation. Each Requisition submitted to
Administrative Agent, and the receipt of the proceeds of the Loan(s) requested
thereby, shall constitute an affirmation by Borrower that the representations
and warranties contained herein and in the other Credit Documents remain true
and correct as of the date of such Requisition.


ARTICLE VI


AFFIRMATIVE COVENANTS OF BORROWER


               Borrower
covenants and agrees that it will promptly:


          Section
6.01. Compliance with Laws; Payment of Taxes. Comply with all Laws
applicable to it, such compliance to include, without limitation, paying before
the same become delinquent all taxes, assessments and governmental charges
imposed on it and promptly furnish Administrative Agent and Lenders with
reports of any official searches made by Governmental Authorities and any
claims of violations thereof.


          Section
6.02. Continuing Accuracy of Representations and Warranties. Cause all
of the representations and warranties made to Administrative Agent or Lenders
herein and in the other Credit Documents to be continuously true and correct.


          Section
6.03. Payment of Costs. Pay all costs and expenses required for and the
satisfaction of the conditions hereof, including, without limitation, all
document and stamp taxes, recording and filing expenses and fees and
commissions lawfully due to brokers in connection with the transactions
contemplated hereby.


28





          Section
6.04. Brokers. Indemnify Administrative Agent and Lenders against claims
of brokers arising by reason of the execution hereof or the consummation of the
transactions contemplated hereby.


          Section
6.05. Intentionally Omitted. 


          Section
6.06. Reporting Requirements. Furnish to Administrative Agent (it being
understood that Administrative Agent shall provide, promptly following receipt,
to each Lender):


	
  

 	
  

 
	
  

 	
           (1) Annual
 Financial Statements; Tax Returns. As soon as available and in any event
 within one hundred twenty (120) days after the end of the respective fiscal
 years of Borrower and Parent, Financial Statements of Borrower and Parent, as
 of the end of and for such fiscal year, certified by the principal financial
 or accounting officer of Borrower or Parent, as the case may be, in
 reasonable detail, stating in comparative form the respective figures for the
 preceding fiscal year and audited by a firm of certified public accountants
 reasonably satisfactory to Administrative Agent; and complete copies of the
 federal and state income tax returns of Borrower and Guarantor, within thirty
 (30) days of filing, provided that, notwithstanding the foregoing, so long as
 Parent timely files 10Q and 10K reports with the Securities and Exchange
 Commission, Parent shall have complied with this Subsection and Subsection
 (2) below;

 
	
  

 	
  

 
	
  

 	
           (2) Quarterly
 Financial Statements. As soon as available and in any event within sixty
 (60) days after the end of each calendar quarter, Financial Statements of
 Borrower and Parent, as of the end of and for such calendar quarter,
 certified by the principal financial or accounting officer of Borrower or
 Parent, as the case may be, in reasonable detail and stating in comparative
 form the respective figures for the corresponding date and period in the
 preceding fiscal year together with an updated Projected Sources and Uses
 Statement in the form of Exhibit N;

 
	
  

 	
  

 
	
  

 	
           (3) Certificate
 of No Default. At the time of the delivery of the Financial Statements
 required by paragraph (2) above, a certificate of the principal financial or
 accounting officer of Borrower or Parent, as the case may be, dated within
 five (5) days of the delivery of such statements to Administrative Agent,
 stating that Borrower during the period covered by such Financial Statements
 has observed or performed all of its covenants and other agreements in all
 material respects, and satisfied every material condition, contained in this
 Agreement and the other Credit Documents to be observed, performed or
 satisfied by it, and that such officer knows of no Default or Event of
 Default which has occurred and is continuing, or, if any such Default or
 Event of Default has occurred and is continuing, specifying the nature and
 period of existence thereof and what action Borrower has taken or proposes to
 take with respect thereto;

 
	
  

 	
  

 
	
  

 	
           (4) Notice
 of Litigation. Promptly after the commencement and knowledge thereof,
 notice of all actions, suits and proceedings before any court or 

 


29









	
  

 	
  

 
	
  

 	
 arbitrator or any Governmental Authorities, affecting Borrower,
 Managing Member, Acadia Investors II, Guarantor, Parent or any of Borrower’s
 Investments, provided, however, that such notice shall not be required with
 respect to personal injury claims which are fully covered by applicable
 insurance policies in place or with respect to suits claiming damages of
 $50,000 or less;

 
	
  

 	
  

 
	
  

 	
           (5) Notices
 of Defaults. As soon as possible and in any event within ten (10) days
 after Borrower becomes aware of the occurrence of a Default or Event of
 Default, a written notice setting forth the details of such Default or Event
 of Default and the action that has been taken or is proposed to be taken with
 respect thereto;

 
	
  

 	
  

 
	
  

 	
           (6) Compliance
 Certificates. As soon as available and in any event within thirty (30)
 days after the end of each fiscal quarter of Borrower, a certificate of the
 principal financial or accounting officer of Borrower in the form attached as
 Exhibit G setting forth (i) the Capital Commitments and Unpaid Capital
 Commitment of the Managing Member and all of the Investors (all as of the end
 of the relevant quarter), (ii) a detailed calculation of Borrower’s Liquidity
 and (iii) specifying changes, if any, in the names of Investors. As soon as
 available and in any event within thirty (30) days after the end of each
 fiscal quarter of Guarantor, a certificate of the principal financial or
 accounting officer of Guarantor or Parent regarding compliance with the
 covenants set forth in the Guaranty, such certificate to be in the form
 prescribed in the Guaranty;

 
	
  

 	
  

 
	
  

 	
           (7) Financial
 Statements to Investors. To the extent not otherwise provided hereunder,
 promptly upon the mailing or other transmittal thereof to the Investors
 generally, copies of all financial statements, reports and other information
 related to Borrower or any Investments so mailed or otherwise transmitted;

 
	
  

 	
  

 
	
  

 	
           (8) Events
 Affecting Available Commitment. Promptly upon the receipt thereof, copies
 of all financial statements, notices of changes or possible changes in any
 Investor’s credit rating, and notices of default, notices relating in any way
 to an Investor’s funding obligation or change in such Investor’s financial
 condition and any notice containing any reference to misconduct of Managing
 Member or Borrower and promptly and in any event within five (5) Business
 Days after Borrower obtains actual knowledge of the occurrence of an Adverse
 Investor Event, a notice setting forth such Adverse Investor Event;

 
	
  

 	
  

 
	
  

 	
           (9) Environmental
 Matters. Promptly and in any event within ten (10) Business Days after
 Borrower obtains actual knowledge of any of the following events, a
 certificate of Borrower specifying the nature of such condition and
 Borrower’s proposed initial response thereto: (i) the receipt by Borrower of
 any written communication, whether from a Governmental Authority, citizens
 group, employee or otherwise, that alleges that Borrower is not in compliance
 with applicable Environmental Laws, and such noncompliance is likely to have
 a Material Adverse Effect, (ii) Borrower shall obtain actual knowledge that
 there 

 


30









	
  

 	
  

 
	
  

 	
 exists any environmental claim pending or threatened against Borrower
 which, if adversely determined is reasonably likely to have a Material
 Adverse Effect, or (iii) Borrower obtains actual knowledge of any release,
 emission, discharge or disposal of any Hazardous Material that is likely to
 form the basis of any environmental claim against Borrower which, if
 adversely determined is reasonably likely to have a Material Adverse Effect;

 
	
  

 	
  

 
	
  

 	
           (10) Capital
 Demand Notices. Copies of each Capital Demand Notice delivered to the
 Investors and any other notice, report or opinion of counsel sent to or
 received from any Investor relating to the funding of Capital Contributions
 or the making of Capital Calls within three (3) Business Days after the same
 is sent to or received from any Investor;

 
	
  

 	
  

 
	
  

 	
           (11) Investor’s
 Annual Financial Statements. Within thirty (30) days of request by
 Administrative Agent, given not earlier than ninety (90) days after the end
 of any calendar year, financial statements of The Dupont Pension Trust and
 The William and Flora Hewlett Foundation, as of the end of and for the most
 recently ended calendar year, in form and substance prepared, certified and
 formatted in the same manner as the financial statements previously delivered
 by such Investors to Administrative Agent, certified by the principal
 financial or accounting officer of each such entity, in reasonable detail,
 stating in comparative form the respective figures as of the end of and for
 the preceding fiscal year and audited by the firm of certified public
 accountants which audited the statements heretofore given to Administrative
 Agent or another firm of certified public accountants reasonably satisfactory
 to Administrative Agent;

 
	
  

 	
  

 
	
  

 	
           (12) Other
 Investor Information. (i) Promptly after receipt thereof, the financial
 information respecting each Investor required to be delivered by each
 Investor pursuant to the Investor Acknowledgment executed by such Investor,
 and (ii) from time to time upon the reasonable request of Administrative
 Agent, a certificate for any Investor setting forth the remaining amount of
 its Unpaid Capital Commitment; and

 
	
  

 	
  

 
	
  

 	
           (13) General
 Information. Promptly, such other information respecting the condition or
 operations, financial or otherwise, of Borrower, Guarantor, Parent, Managing
 Member or Acadia Investors II as Administrative Agent may from time to time
 reasonably request.

 


          Section 6.07.
Payment of Obligations. Pay, discharge or otherwise satisfy at or before
maturity or before they become delinquent, as the case may be, all its
obligations of whatever nature, except (other than with respect to the Credit
Facility) where the amount or validity thereof is currently being contested in
good faith by appropriate proceedings and reserves in conformity with GAAP with
respect thereto have been provided on the books of Borrower or its
Subsidiaries, as the case may be.


          Section
6.08. Conduct of Business and Maintenance of Existence. Continue to
engage in business of the same general type as now conducted by it and
preserve, renew 


31





and keep in full force and effect its existence and take all reasonable
action to maintain all rights, privileges and franchises necessary or desirable
in the normal conduct of its business; and comply with all of its contractual
obligations and all Laws except to the extent that failure to comply therewith
could not, in the aggregate, be reasonably expected to have a Material Adverse
Effect.


          Section
6.09. Maintenance of Property; Insurance. Keep all property useful and
necessary in its business in good working order and condition; maintain with
financially sound and reputable insurance companies insurance on all its
property in at least such amounts and against at least such risks (but
including in any event public liability insurance) as are usually insured
against in the same general area by companies engaged in the same or a similar
business; and furnish to Lender, upon written request, full information as to
the insurance carried.


          Section
6.10. Inspection of Property; Books and Records; Discussions. Keep
proper books of records and account in which full, true and correct entries in
conformity with GAAP and all Laws shall be made of all dealings and
transactions in relation to its business and activities; and permit
representatives of each Lender to visit the site of any Investment and
Borrower’s offices and examine and make abstracts from any of its books and
records at any reasonable time and as often as may reasonably be desired and to
discuss the business, operations, properties and financial and other condition
of Borrower and its Subsidiaries with officers and employees of Borrower and
its Subsidiaries and with its independent certified public accountants.


          Section
6.11. Environmental Laws. Comply with, and take commercially reasonable
measures to ensure compliance by all tenants and subtenants, if any, with, all
applicable Environmental Laws and obtain and comply in all material respects
with and maintain, and take commercially reasonable measures to ensure that all
tenants and subtenants obtain and comply in all material respects with and
maintain, any and all licenses, approvals, notifications, registrations or
permits required by applicable Environmental Laws except to the extent that
failure to do so could not be reasonably expected to have a Material Adverse
Effect.


          Section
6.12. Further Assurances. 


               (a)
Borrower shall deliver such security agreements, financing statements,
assignments and other collateral documents (all of which shall be deemed part
of the Security Documents), in form and substance reasonably satisfactory to
Administrative Agent, as Administrative Agent acting on behalf of Lenders may
reasonably request from time to time for the purpose of granting to, or
maintaining or perfecting in favor of, Lenders, first and exclusive security
interests in any of the Collateral, together with other reasonable assurances
as to the enforceability and priority of Lenders’ liens and assurances of due
recording and documentation of copies of the Security Documents, as
Administrative Agent may reasonably require to avoid impairment of the liens and
security interests granted or purported to be granted pursuant to the Credit
Documents.


32





               (b)
If Managing Member shall receive any request for transfer of the interest of
any Investor and Managing Member shall be prepared to grant such request, it
shall promptly notify Administrative Agent and shall send to Administrative
Agent all information about such proposed transfer as Managing Member shall
receive or otherwise become aware of. In the event that the Investor proposing
to transfer its interest (the “Transferor”) has not fully funded its Capital
Commitment, then, prior to the effectiveness of any such transfer, Managing
Member shall request in writing the consent of Administrative Agent to such
transfer. If Administrative Agent does not consent to the transfer, Managing
Member shall not, to the extent within Managing Member’s rights, permit such
transfer.


          Section
6.13. Subscription Account. Borrower shall establish and maintain with
Administrative Agent the Subscription Account into which all Capital
Contributions contributed by the Investors shall be deposited and maintained
until application of same in accordance with Section 11.01.


          Section
6.14. Investor Reaffirmations and Guaranties. Borrower shall cause each
Investor to execute and deliver to Administrative Agent a reaffirmation of such
Investor’s Capital Commitment dated as of a date not earlier than
November 1, 2010 in the form attached hereto as Exhibit K
(“Investor Reaffirmations”) on or before February 22, 2011. Borrower shall
cause each of Yale University, Fourth Century, LLC, Yale University Retirement
Plan for Staff Employees and Yale University Retiree Health Benefits Coverage
Trust to execute and deliver to Administrative Agent reaffirmations of the guaranty
and comfort letter from such entities regarding their credit support of Gloster
LLC dated as of a date not earlier than November 1, 2010 in the form
attached hereto as Exhibit L (collectively, the “Gloster Principal
Reaffirmations”) on or before February 22, 2011. Borrower shall cause
Vanderbilt to execute and deliver to Administrative Agent a reaffirmation of
the Vanderbilt Guaranty (the “Vanderbilt Reaffirmation”) in the form attached
hereto as Exhibit M on or before February 22, 2011.


          Section
6.15. Sales by Subsidiaries. Borrower shall not sell, assign, transfer
or convey any of its interests in any of its Subsidiaries, and shall not permit
any Subsidiary to sell any real estate interests owned by such Subsidiary,
unless within two (2) Business Days after such sale, Borrower causes the
Release Price applicable to such Subsidiary and its property to be paid to
Administrative Agent to be applied in reduction of the Principal Amount or, if
specified by Borrower in a notice to Administrative Agent given on or before
the date the applicable Release Price is paid to Administrative Agent, to be
deposited in the Deposit Account. If Borrower proposes to make a sale of any
less than all of its interest in any Subsidiary, or to have a Subsidiary sell less
than all of its real property, Borrower shall be required to notify
Administrative Agent at least thirty (30) days prior to any such sale with a
detailed description of the proposed transaction, and the Release Price with
respect to such partial sale shall be equitably adjusted from the full release
price, such adjustment to be determined by Administrative Agent in
Administrative Agent’s sole and absolute discretion. Borrower shall promptly
deliver true and complete copies of sales agreements and amendments thereto,
completed transfer tax forms and filings, and closing statements from any sale
referred to in this 


33





Section, together with such other information as Administrative Agent
shall reasonably request in advance to confirm the correct Release Price
applicable to such transaction.


          Section
6.16. Refinancing by Subsidiaries. Borrower shall not permit any
subsidiary to refinance any existing Indebtedness unless, within two (2)
Business Days after such refinance, Borrower causes the Net Refinance Proceeds
with respect to such transaction to be paid to Administrative Agent to be
applied in reduction of the Principal Amount or, if specified by Borrower in a
notice to Administrative Agent given on or before the date the applicable Net
Refinance Proceeds are paid to Administrative Agent, to be deposited in the
Deposit Account.


          Section
6.17. Projected Sources and Uses. Exhibit N attached hereto and
made a part hereof sets forth Borrower’s good faith projection of (i) the
amounts of funds which will be required in the operation of Borrower and its
Subsidiaries, and planned development of Investments (collectively, the
“Projected Uses”) and (ii) the sources of funds which will be available to
Borrower to fund such operations (collectively, the “Projected Sources”). Exhibit
N covers the period commencing with the most recently ended calendar
quarter through the Maturity Date and Borrower shall provide to Administrative
Agent on a quarterly basis an updated statement (a “Projected Sources and Uses
Statement”) of Projected Sources and Projected Uses for the remaining period
through the Maturity Date (the “Sources and Uses Period”). If at any time
Administrative Agent determines that Projected Uses exceed Projected Sources
(each as reasonably determined by Administrative Agent), Borrower shall be
required, within ten (10) days of notice from Administrative Agent to deposit
the amount specified by Administrative Agent into the Deposit Account so that
Projected Sources (which shall include amounts on deposit in the Deposit
Account) equal Projected Uses.


          Section
6.18. Conditional Use of Funds on Deposit in the Deposit Account.
Borrower may requisition funds in the Deposit Account to pay for Projected Uses
set forth on a Projected Sources and Uses Statement reasonably acceptable to
Administrative Agent and, provided the following conditions are satisfied,
Administrative Agent shall release such funds to Borrower: (i) no Default or
Event of Default exists; (ii) no more than $17,750,000 in the aggregate from
Release Prices and Net Refinance Proceeds may be released from the Deposit
Account; (iii) following any such release, Administrative Agent shall have
determined, in Administrative Agent’s reasonable discretion, that Projected
Uses will not exceed Projected Sources for the then current Sources and Uses
Period; (iv) Borrower shall provide such supporting documentation regarding the
incurrence of the items of cost and expense for such Projected Use as
Administrative Agent shall reasonably require; and (v) Borrower shall deliver
notice to Administrative Agent thirty (30) days in advance of the requested
date for any release of funds from the Deposit Account and Borrower shall not
be entitled to request such release more often than once per month.


          Section
6.19. Liquidity Covenants. At all times Borrower shall maintain in its
own name Liquidity of not less than $10,000,000.


34





ARTICLE VII


NEGATIVE COVENANTS


               Borrower,
Managing Member and Acadia Investors II hereby jointly and severally agree
that, so long as any of the Individual Commitments remains in effect or any
Principal Amount remains outstanding and unpaid or any amount is owing to any
Lender or Administrative Agent hereunder, under the Notes or under any other
Credit Document, Borrower, Managing Member and Acadia Investors II shall not,
and shall not permit any of their Subsidiaries to:


          Section
7.01. Limitation on Indebtedness and Guarantee Obligations. Create,
incur, assume or suffer to exist any Indebtedness, other than trade payables
due within sixty (60) days which are not delinquent, of Borrower or any
Guarantee Obligations of Borrower, other than Indebtedness and Guarantee
Obligations in existence on the date hereof. Create, incur, assume or suffer to
exist any Indebtedness of Borrower’s Subsidiaries or any Guarantee Obligations
of Borrower’s Subsidiaries, if (i) same would result in the aggregate amount of
Indebtedness and Guaranteed Obligations of Borrower and its Subsidiaries
exceeding seventy-five percent (75%) of the aggregate cost basis of all
Investments which Borrower continues to own or (ii) the agreements evidencing
any Indebtedness of Borrower do not contain an express acknowledgment of the
obligee that any rights thereunder against Borrower are expressly subordinate
to the Security Documents.


          Section
7.02. Material Adverse Effect. Permit any event or condition to occur
which has a Material Adverse Effect.


          Section
7.03. Limitation on Liens. Create, incur, assume or suffer to exist any
Lien upon any of (i) the right to make Capital Calls, (ii) the Capital
Commitments or (iii) any Collateral, except for Liens, if any, created in favor
of Administrative Agent and/or Lenders.


          Section
7.04. Limitation on Fundamental Changes. Enter into any merger,
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or convey, sell, lease, assign,
transfer, or otherwise dispose of, all or substantially all of its property,
business or assets, or make any material change in its present method of
conducting business, except:


	
  

 	
  

 
	
  

 	
           (a) any
 Subsidiary may be merged or consolidated with or into Borrower (provided that
 Borrower shall be the continuing or surviving entity) or with or into any one
 or more wholly owned Subsidiaries (provided that the wholly owned Subsidiary
 or Subsidiaries shall be the continuing or surviving entity);

 
	
  

 	
  

 
	
  

 	
           (b) any
 Subsidiary may sell and dispose of Investments in compliance with Section 6.15;
 and

 


35









	
  

 	
  

 
	
  

 	
           (c) any
 wholly owned Subsidiary may sell, lease, transfer or otherwise dispose of any
 or all of its assets (upon voluntary liquidation or otherwise) to Borrower or
 any other wholly owned Subsidiary.

 


          Section
7.05. Limitation on Dividends and Distributions. Declare or pay any
dividend or distribution on, or make any payment on account of, or set apart
assets for a sinking or other analogous fund for, the purchase, redemption,
defeasance, retirement or other acquisition of, any shares of any class of
Capital Stock of Borrower or Acadia Investors II or any warrants or options to
purchase any such Capital Stock, whether now or hereafter outstanding, or make
any other distribution in respect thereof (including distributions to
Investors), either directly or indirectly, whether in cash or property or in
obligations of Borrower or any Subsidiary.


          Section
7.06. Limitation on New Investments. (a) Acquire any new investments
(other than Cash Equivalents) or Investments without the prior written consent
of Administrative Agent or (b) invest further funds in Acadia Marsh Investors
LLC, Acadia Shopko Investors LLC or any other Subsidiary which does not own an
Investment permitted hereunder.


          Section
7.07. Limitation on Modifications of Agreements. Amend, supplement,
waive or otherwise modify in any material respect the provisions of the
Operating Agreement, the Stockholders Agreement, or any Governing Documents of
Managing Member or Acadia Investors II or the Investor Acknowledgments relating
to the Capital Commitments, the making of Capital Contributions or the
obligation of any Investor to fund the same pursuant to Capital Calls or the
incurrence of Indebtedness or any other provisions that would adversely affect
the rights of Lenders.


          Section
7.08. Intentionally Omitted. 


          Section
7.09. Limitation on Changes in Fiscal Year. Permit the fiscal year of
Borrower to end on a day other than December 31.


          Section
7.10. Intentionally Omitted. 


          Section
7.11. Capital Calls. Make any Capital Call unless, simultaneously with
the delivery of a notice of such Capital Call to the Investors:


	
  

 	
  

 
	
  

 	
           (i) Borrower has provided Administrative Agent with a copy of the
 written notice of such Capital Call;

 
	
  

 	
  

 
	
  

 	
           (ii) except in the case of a Capital Call in accordance with Section
 11.01(f), no Event of Default shall have occurred and be continuing; and

 
	
  

 	
  

 
	
  

 	
           (iii) the proceeds of such Capital Call are deposited into the
 Subscription Account.

 


          Section 7.12.
No Additional Managing Members. Admit or name any additional managing
members to Borrower.


36





          Section
7.13. Transfer of Managing Member’s Interests. With respect to Managing
Member, withdraw as managing member from, or transfer any of Managing Member’s
interests in, Borrower (whether by way of sale, assignments, merger,
consolidation, liquidation or otherwise) without the consent of Administrative
Agent and the Required Lenders; provided, that any transferee consented to
under this Section 7.13 shall assume all of the obligations of Managing Member
under the Credit Documents pursuant to an instrument in form and substance
satisfactory to Administrative Agent. Upon any transfer consented to by this
Section 7.13 and such assumption of obligations, Managing Member and Borrower
shall cause such transferee promptly to be admitted as managing member of
Borrower and, upon such admission in accordance with the Operating Agreement,
such transferee shall be deemed to be Managing Member for all purposes of the
Credit Documents.


          Section
7.14. Withdrawal Events. Managing Member shall not permit any Investor
to withdraw from Borrower or Acadia Investors II without the prior written
consent of Administrative Agent and Required Lenders.


          Section
7.15. Compliance with the Operating Agreement. Make any Investment or
take or permit any action in contravention of the terms of the Operating
Agreement or the Stockholders Agreement.


          Section
7.16. ERISA. 


               (a)
Take any action, or omit to take any action, which would give rise to a
nonexempt prohibited transaction (as such term is defined in Section 4975 of
the Code or Section 406 of ERISA) that is reasonably likely to subject
Administrative Agent and/or any Lender to any material tax or penalty on
prohibited transactions imposed under Section 4975 of the Code or Section
502(i) of ERISA; or


               (b)
Raise any defense to Administrative Agent’s or Lenders’ enforcement of its or
their rights or remedies under the Investor Acknowledgments (or under the
Credit Documents relating to the Investor Acknowledgments) based on an
assertion that the provisions of the Investor Acknowledgments or the
enforcement by Administrative Agent or Lenders of its or their rights under the
Investor Acknowledgments (or under the Credit Documents relating to the
Investor Acknowledgments), would constitute a “prohibited transaction” under
Section 306(a) of ERISA or Section 4975(c)(1)(A)-(D) of the Code.


ARTICLE VIII


EVENTS OF DEFAULT


          If any of
the following events (each, an “Event of Default”) shall occur and be
continuing:


               (a)
Borrower shall fail to pay any principal of any Loan when due in accordance
with the terms hereof or of the Notes or any other Credit Document; or 


37





Borrower shall fail to pay any interest on any Loan, or any other
amount payable hereunder or under the other Credit Documents, within five (5)
days after any such interest or other amount becomes due in accordance with the
terms thereof or hereof; or


               (b)
Any representation or warranty made or deemed made by Borrower or any other
Credit Party or Guarantor herein or in any other Credit Document or which is
contained in any certificate, document or financial or other written statement
furnished by it at any time under or in connection with this Agreement or any
such other Credit Document shall prove to have been incorrect in any material
respect on or as of the date made or deemed made; or


               (c)
Borrower or any other Credit Party or Guarantor shall default in the observance
or performance of any agreement contained in Article VII of this Agreement or
Section 19 of the Guaranty; or


               (d)
Borrower or any other Credit Party or Guarantor shall default in the observance
or performance of any agreement contained in this Agreement or any other Credit
Document which is not defined as an Event of Default elsewhere in this Article
VIII, and such default shall continue unremedied for a period of thirty (30)
days provided that such thirty (30) day period shall be extended (for a period
not to exceed sixty (60) days in addition to such thirty (30) day period) as to
defaults which cannot be cured by the payment of money but are not reasonably
capable of cure within such thirty (30) day period, provided that Borrower has
commenced to cure such default prior to the end of such thirty (30) day period
and diligently prosecutes such cure to completion; or


               (e)
(i) Any Credit Party or Guarantor shall commence any case, proceeding or other
action (A) under any existing or future law of any jurisdiction, domestic or
foreign, relating to bankruptcy, insolvency, reorganization or relief of
debtors, seeking to have an order for relief entered with respect to it, or
seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment, winding-up, liquidation, dissolution, composition or
other relief with respect to it or its debts, or (B) seeking appointment of a
receiver, trustee, custodian, conservator or other similar official for it or
for all or any substantial part of its assets, or any Credit Party or Guarantor
shall make a general assignment for the benefit of its creditors; or (ii) there
shall be commenced against any Credit Party or Guarantor any case, proceeding
or other action of a nature referred to in clause (i) above which (A) results
in the entry of an order for relief or any such adjudication or appointment or
(B) remains undismissed, undischarged or unbonded for a period of sixty (60) days;
or (iii) there shall be commenced against any Credit Party or Guarantor any
case, proceeding or other action seeking issuance of a warrant of attachment,
execution, distraint or similar process against all or any substantial part of
its assets which results in the entry of an order for any such relief which
shall not have been vacated, discharged, or stayed or bonded pending appeal
within sixty (60) days from the entry thereof; or (iv) any Credit Party or
Guarantor shall take any action in furtherance of, or indicating its consent
to, approval of, or acquiescence in, any of the acts set forth in clause (i),
(ii), or (iii) above; or (v) any Credit Party or Guarantor shall generally not,
or shall be unable to, or shall admit in writing its inability to, pay its
debts as they become due; or


38





               (f)
Acadia Investors II shall default in its obligations under the Stockholders
Agreement, and such default shall continue unremedied for a period of thirty
(30) days provided that such thirty (30) day period shall be extended (for a
period not to exceed sixty (60) days in addition to such thirty (30) day
period) as to defaults which cannot be cured by the payment of money but are
not reasonably capable of cure within such thirty (30) day period, provided
that Acadia Investors II has commenced to cure such default prior to the end of
such thirty (30) day period and diligently prosecutes such cure to completion;
or


               (g)
Investors having Capital Commitments aggregating five percent (5%) or greater
of the total Capital Commitments of Investors who have previously delivered
Investor Acknowledgments to Administrative Agent shall default in their
obligation to fund any portion of their Capital Commitments under the
Stockholders Agreement or the Operating Agreement and such default continues
for fifteen (15) days, provided that one or more other Investors may cure such
default by (x) funding the amount of the defaulted Capital Commitment and (y)
agreeing in writing to fund the future Capital Commitment of the defaulting
Investor; or


               (h)
One or more judgments or decrees shall be entered against Borrower, any other
Credit Party, Guarantor or any of their respective Subsidiaries involving in
the aggregate a liability (not paid or fully covered by insurance) of
$1,000,000 or more, and all such judgments or decrees shall not have been
vacated, discharged, stayed or bonded pending appeal within sixty (60) days
from the entry thereof; or


               (i)
(i) Any of the Security Documents shall cease, for any reason, to be in full
force and effect, or Borrower or any other Credit Party which is a party to any
of the Security Documents shall so assert or (ii) the Lien created by any of
the Security Documents shall cease to be enforceable and of the same effect and
priority purported to be created thereby; or


               (j)
Any Termination Event with respect to a Material Plan shall occur as a result
of which Termination Event or Events any member of the ERISA Group has incurred
or may incur any liability to the PBGC or any other Person and the sum
(determined as of the date of occurrence of such Termination Event) of the
Unfunded Liabilities of such Material Plan and the Unfunded Liabilities of any
and all other Plans with respect to which such a Termination Event shall occur
and be continuing (or, in the case of a Multiemployer Plan with respect to
which a Termination Event described in clause (ii) of the definition of
Termination Event shall occur and be continuing, the liability of Borrower and
the Subsidiaries related thereto) is an amount that is reasonably likely to
have a Material Adverse Effect; or


               (k)
Any member of the ERISA Group shall commit a failure described in Section
302(f)(1) of ERISA or Section 412(n)(1) of the Code and the amount of the lien
determined under Section 302(f)(3) of ERISA or Section 412(n)(3) of the Code
that could reasonably be expected to be imposed on any member of the ERISA
Group or its assets in respect of such failure shall be an amount that is
reasonably likely to have a Material Adverse Effect; or


39





               (l)
The occurrence of any of the following: (i) Managing Member ceases, voluntarily
or involuntarily, to be the sole managing member of Borrower, (ii) any event
that causes a dissolution of liquidation of Borrower or Managing Member or
(iii) any material breach of the Operating Agreement by Managing Member which
shall continue for thirty (30) days; or


               (m)
Borrower fails to deliver any of the Investor Reaffirmations, Gloster Principal
Reaffirmations and the Vanderbilt Reaffirmation to Administrative Agent on or
before February 22, 2011.


then, and in any such event, (A) if such event is an Event of Default
specified in clause (i) or (ii) of paragraph (e) of this Section with respect
to Borrower, automatically the Individual Commitments shall immediately
terminate and the Loans (with accrued interest thereon) and all other amounts
owing under this Agreement and the other Credit Documents shall immediately
become due and payable, in each case without presentment, demand, protest,
notice of protest or other notice of any kind whatsoever, and (B) if such event
is any other Event of Default, either or both of the following actions may be
taken: (i) Administrative Agent may, and upon the request of the Required
Lenders Administrative Agent shall, by notice to Borrower declare the
Individual Commitments to be terminated forthwith, whereupon the Individual
Commitments shall immediately terminate; and (ii) Administrative Agent may, and
upon the request of the Required Lenders Administrative Agent shall, by notice
to Borrower, declare the Loans (with accrued interest thereon) and all other
amounts owing under this Agreement and the other Credit Documents to be due and
payable forthwith, whereupon the same shall immediately become due and payable,
in each case without presentment, demand, protest, notice of protest or other
notice of any kind whatsoever other than any notice specifically provided for
above.


ARTICLE IX


ADMINISTRATIVE AGENT; RELATIONS AMONG LENDERS


          Section
9.01. Appointment, Powers and Immunities of Administrative Agent. Each
Lender hereby irrevocably appoints and authorizes Administrative Agent to act
as its agent hereunder and under any other Credit Document with such powers as
are specifically delegated to Administrative Agent by the terms of this
Agreement and any other Credit Document, together with such other powers as are
reasonably incidental thereto. Administrative Agent shall have no duties or
responsibilities except those expressly set forth in this Agreement and any
other Credit Document or required by Law, and shall not by reason of this
Agreement be a fiduciary or trustee for any Lender except to the extent that
Administrative Agent acts as an agent with respect to the receipt or payment of
funds, nor shall Administrative Agent have any fiduciary duty to Borrower or
any Lender have any fiduciary duty to Borrower or any other Lender. No implied
covenants, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or otherwise exist against Administrative Agent. Neither
Administrative Agent nor any of its directors, officers, employees, agents,
attorneys-in-fact or affiliates 


40





shall be responsible to Lenders for any recitals, statements,
representations or warranties made by Borrower or any officer, partner or
official of Borrower or any other Person contained in this Agreement or any
other Credit Document, or in any certificate or other document or instrument
referred to or provided for in, or received by any of them under, this
Agreement or any other Credit Document, or for the value, legality, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other Credit Document or any other document or instrument referred to or
provided for herein or therein, for the perfection or priority of any lien
securing the obligations hereunder or thereunder or for any failure by Borrower
or Guarantor to perform any of its obligations hereunder or thereunder.
Administrative Agent may employ agents and attorneys-in-fact and shall not be
responsible, except as to money or securities received by it or its authorized
agents, for the negligence or misconduct of any such agents or
attorneys-in-fact selected by it with reasonable care. Neither Administrative
Agent nor any of its directors, officers, employees, agents, attorneys-in-fact
or affiliates shall be liable or responsible for any action taken or omitted to
be taken by it or them hereunder or under any other Credit Document or in
connection herewith or therewith, except for its or their own gross negligence
or willful misconduct.


          Section
9.02. Reliance by Administrative Agent. Administrative Agent shall be
entitled to rely upon any certification, notice or other communication
(including any thereof by telephone, telex, telegram or cable) believed by it
to be genuine and correct and to have been signed or sent by or on behalf of
the proper Person or Persons, and upon advice and statements of legal counsel,
independent accountants and other experts selected by Administrative Agent.
Administrative Agent may deem and treat each Lender as the holder of its Note
and interest in the Credit Facility for all purposes hereof and shall not be
required to deal with any Person who has acquired a Participation in the Credit
Facility from a Lender. As to any matters not expressly provided for by this
Agreement or any other Credit Document, Administrative Agent shall in all cases
be fully protected in acting, or in refraining from acting, in accordance with
instructions signed by the Required Lenders, and such instructions of the
Required Lenders and any action taken or failure to act pursuant thereto shall
be binding on all Lenders and any other holder of all or any portion of the
Credit Facility or any Participation therein.


          Section
9.03. Defaults. Administrative Agent shall not be deemed to have
knowledge of the occurrence of a Default or of an Event of Default unless
Administrative Agent has actual knowledge thereof or has received notice from a
Lender or Borrower specifying such Default or Event of Default and stating that
such notice is a “Notice of Default.” In the event that Administrative Agent
has such actual knowledge or receives such a notice of the occurrence of a
Default or Event of Default, Administrative Agent shall give prompt notice
thereof to Lenders. Administrative Agent shall promptly send to each Lender a
copy of any notice of a Default or Event of Default that Administrative Agent sends
to Borrower or Guarantor. Administrative Agent, following consultation with
Lenders, shall (subject to Section 9.07 and Section 10.09) take such action
with respect to such Default or Event of Default which is continuing, including
with respect to the exercise of remedies or the realization on, or operation or
disposition of, any or all of the Collateral or any other collateral for the
Obligations, as shall be directed by the Required Lenders; provided, however,
that, unless and until Administrative Agent shall 


41





have received such directions, Administrative Agent may take such
action, or refrain from taking such action, with respect to such Default or
Event of Default as it shall deem to be in the best interest of Lenders. In no
event shall Administrative Agent be required to take any such action which it
determines would be contrary to the Credit Documents or to Law. Each of the
Lenders acknowledges and agrees that no individual Lender may separately
enforce or exercise any of the provisions of any of the Credit Documents
(including, without limitation, the Notes) other than through Administrative
Agent.


          Section
9.04. Rights of Administrative Agent as Lender. With respect to its Note
and interest in the Credit Facility, the Person serving as Administrative Agent
in its capacity as a Lender hereunder shall have the same rights and powers
hereunder as any other Lender and may exercise the same as though it were not
acting as Administrative Agent, and the terms “Lender” and “Lenders” shall include
the Person serving as Administrative Agent in its capacity as a Lender. The
Person serving as Administrative Agent and its affiliates may (without having
to account therefor to any Lender) accept deposits from, lend money to (on a
secured or unsecured basis), and generally engage in any kind of banking, trust
or other business with, Borrower as if it were not acting as Administrative
Agent.


          Section
9.05. Sharing of Costs by Lenders; Indemnification of Administrative Agent.
Each Lender shall pay its ratable share, based on the respective outstanding
principal balances under its Note and the other Notes, of any expenses incurred
(and not paid or reimbursed by Borrower after demand for payment is made by
Administrative Agent) by or on behalf of Lenders in connection with any Default
or Event of Default, including, without limitation, costs of enforcement of the
Credit Documents to preserve the lien of any of the Security Documents or to
preserve or protect the Collateral. In the event a Lender fails to pay its
share of expenses as aforesaid, and all or a portion of such unpaid amount is
paid by Administrative Agent and/or one or more of the other Lenders, then the
defaulting Lender shall reimburse Administrative Agent and/or the other
Lender(s) for the portion of such unpaid amount paid by it or them, as the case
may be, together with interest thereon at the Prime Based Rate from the date of
payment by Administrative Agent and/or the other Lender(s). In addition, each
Lender agrees to reimburse and indemnify Administrative Agent (to the extent it
is not paid by on or behalf of Borrower, after demand for payment is made by
Administrative Agent, under Section 10.16 or under the applicable provisions of
any other Credit Document, but without limiting the obligation of Borrower
under said Section 10.16 or such provisions), for such Lender’s ratable share,
based upon the respective outstanding principal balances under its Note and the
other Notes, of any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind and
nature whatsoever which may be imposed on, incurred by or asserted against
Administrative Agent in any way relating to or arising out of this Agreement,
any other Credit Document or any other documents contemplated by or referred to
herein or the transactions contemplated hereby or thereby (including, without
limitation, the costs and expenses which Borrower is obligated to pay under
Section 10.16 or under the applicable provisions of any other Credit Document)
or the enforcement of any of the terms hereof or thereof or of any such other
documents or instruments; provided, however, that no Lender shall
be liable for (i) any of the foregoing to the extent they arise from the gross 


42





negligence or willful misconduct of the party to be indemnified or (ii)
any loss of principal or interest with respect to the Note or interest in the
Credit Facility of the Person serving as Administrative Agent.


          Section
9.06. Non-Reliance on Administrative Agent and Other Lenders. Each
Lender acknowledges that it has, independently and without reliance on
Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own analysis of the
Collateral and of the credit of Borrower and Guarantor, and its own decision to
enter into this Agreement, and that it will, independently and without reliance
upon Administrative Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
analysis and decisions in taking or not taking action under this Agreement or
any other Credit Document. Administrative Agent shall not be required to keep
itself informed as to the performance or observance by Borrower of this
Agreement or any other Credit Document or any other document referred to or
provided for herein or therein or to inspect the properties or books of
Borrower. Except for notices, reports and other documents and information
expressly required to be furnished to Lenders by Administrative Agent
hereunder, Administrative Agent shall not have any duty or responsibility to
provide any Lender with any credit or other information concerning the affairs,
financial condition or business of Borrower or Guarantor or any of their
affiliates which may come into the possession of Administrative Agent or any of
its affiliates. Administrative Agent shall not be required to file this
Agreement, any other Credit Document or any document or instrument referred to
herein or therein, for record or give notice of this Agreement, any other
Credit Document or any document or instrument referred to herein or therein, to
anyone.


          Section
9.07. Failure of Administrative Agent to Act. Except for action
expressly required of Administrative Agent hereunder, Administrative Agent
shall in all cases be fully justified in failing or refusing to act hereunder
unless it shall have received further assurances (which may include cash
collateral) of the indemnification obligations of Lenders under Section 9.05 in
respect of any and all liability and expense which may be incurred by it by
reason of taking or continuing to take any such action. If any indemnity
furnished to Administrative Agent for any purpose shall, in the opinion of
Administrative Agent, be insufficient or become impaired, Administrative Agent
may call for additional indemnity (other than against its gross negligence or
willful misconduct) and cease, or not commence, the action indemnified against
until such additional indemnity is furnished.


          Section
9.08. Resignation or Removal of Administrative Agent. Administrative
Agent may resign, or be removed with cause by the Required Lenders, at any time
provided that Borrower and the other Lenders shall be promptly notified
thereof. Upon such resignation or removal of Administrative Agent, the Required
Lenders shall have the right to appoint a successor Administrative Agent, which
successor Administrative Agent shall (provided there exists no Event of
Default) be subject to Borrower’s approval, such approval not to be
unreasonably withheld or delayed. If no successor Administrative Agent shall
have been so appointed by the Required Lenders, and shall have accepted such
appointment, within twenty (20) days after the resignation or the 


43






Required Lenders’ removal of the retiring Administrative Agent, then
the retiring Administrative Agent may, on behalf of Lenders, appoint a
successor Administrative Agent, which shall be one of the Lenders, within ten
(10) days. The Required Lenders or the retiring Administrative Agent, as the
case may be, shall upon the appointment of a successor Administrative Agent
promptly so notify Borrower and the other Lenders. Upon the acceptance of any appointment
as Administrative Agent hereunder by a successor Administrative Agent, such
successor Administrative Agent shall thereupon succeed to and become vested
with all the rights, powers, privileges and duties of the retiring
Administrative Agent, and the retiring Administrative Agent shall be discharged
from its duties and obligations hereunder. After any retiring Administrative
Agent’s resignation or removal hereunder as Administrative Agent, the
provisions of this Article IX shall continue in effect for its benefit in
respect of any actions taken or omitted to be taken by it while it was acting
as Administrative Agent.


          Section
9.09. Amendments Concerning Agency Function. Notwithstanding anything to
the contrary contained in this Agreement, Administrative Agent shall not be
bound by any waiver, amendment, supplement or modification of this Agreement or
any other Credit Document which affects its duties, rights, and/or function
hereunder or thereunder unless it shall have given its prior written consent
thereto.


          Section
9.10. Liability of Administrative Agent. Administrative Agent shall not
have any liabilities or responsibilities to Borrower on account of the failure
of any Lender to perform its obligations hereunder or to any Lender on account
of the failure of Borrower to perform its obligations hereunder or under any
other Credit Document.


          Section
9.11. Transfer of Agency Function. Without the consent of Borrower or
any Lender, Administrative Agent may at any time or from time to time transfer
its functions as Administrative Agent hereunder to any of its offices wherever
located in the United States, provided that Administrative Agent shall promptly
notify Borrower and Lenders thereof.


          Section
9.12. Non-Receipt of Funds by Administrative Agent; Adjustments. 


               (a)
Unless Administrative Agent shall have received notice from a Lender or
Borrower (either one as appropriate being the “Payor”) prior to the date on
which such Lender is to make payment hereunder to Administrative Agent of
proceeds of any Loan or Borrower is to make payment to Administrative Agent, as
the case may be (either such payment being a “Required Payment”), which notice
shall be effective upon receipt, that the Payor will not make the Required
Payment in full to Administrative Agent, Administrative Agent may assume that
the Required Payment has been made in full to Administrative Agent on such
date, and Administrative Agent in its sole discretion may, but shall not be
obligated to, in reliance upon such assumption, make the amount thereof
available to the intended recipient on such date. If and to the extent the
Payor shall not have in fact so made the Required Payment in full to
Administrative Agent, the recipient of such payment shall repay to
Administrative Agent forthwith on demand such amount made available to it
together with interest thereon, for each day from the date such 


44





amount was so made available by Administrative Agent until the date
Administrative Agent recovers such amount, at the Federal Funds Rate.


               (b)
If, after Administrative Agent has paid each Lender’s share of any payment
received or applied by Administrative Agent in respect of the Credit Facility,
that payment is rescinded or must otherwise be returned or paid over by
Administrative Agent, whether pursuant to any bankruptcy or insolvency Law, or
otherwise, such Lender shall, at Administrative Agent’s request, promptly
return its share of such payment to Administrative Agent, together with such Lender’s
proportionate share of any interest or other amount required to be paid by
Administrative Agent with respect to such payment. In addition, if a court of
competent jurisdiction shall adjudge that any amount received and distributed
by Administrative Agent is to be repaid, each Person to whom any such
distribution shall have been made shall either repay to Administrative Agent
its share of the amount so adjudged to be repaid or shall pay over the same in
such manner and to such Persons as shall be determined by such court.


          Section
9.13. Withholding Taxes. Each Lender represents that it is entitled to
receive any payments to be made to it hereunder without the withholding of any
tax and will furnish to Administrative Agent such forms, certifications,
statements and other documents as Administrative Agent may reasonably request
from time to time to evidence such Lender’s exemption from the withholding of
any tax imposed by any jurisdiction or to enable Administrative Agent to comply
with any applicable Laws relating thereto. Without limiting the effect of the
foregoing, if any Lender is not created or organized under the Laws of the
United States or any state thereof, such Lender will furnish to Administrative
Agent Form W-8ECI or Form W-8BEN of the U.S. Internal Revenue Service, or such
other forms, certifications, statements or documents, duly executed and
completed by such Lender, as evidence of such Lender’s complete exemption from
the withholding of United States tax with respect thereto. Administrative Agent
shall not be obligated to make any payments hereunder to such Lender in respect
of the Credit Facility until such Lender shall have furnished to Administrative
Agent the requested form, certification, statement or document.


          Section
9.14. Sharing of Payments among Lenders. If a Lender shall obtain
payment of any principal of its Note or of interest thereon through the
exercise of any right of setoff, banker’s lien or counterclaim, or by any other
means (including direct payment), and such payment results in such Lender
receiving a greater payment than it would have been entitled to had such
payment been paid directly to Administrative Agent for disbursement to Lenders,
then such Lender shall promptly purchase for cash from the other Lenders
Participations in the Credit Facility in such amounts, and make such other
adjustments from time to time as shall be equitable, to the end that all
Lenders shall share ratably the benefit of such payment. To such end Lenders
shall make appropriate adjustments among themselves (by the resale of
Participations sold or otherwise) if such payment is rescinded or must
otherwise be restored.


          Section
9.15. Possession of Documents. Each Lender shall maintain possession of
its own Note. Administrative Agent shall hold all other Credit Documents and
related documents in its possession and maintain separate records and accounts
with respect to 


45





the Credit Facility, reflecting the interests of Lenders in the Credit
Facility, and shall permit Lenders and their representatives access at all
reasonable times to inspect such Credit Documents, related documents, records
and accounts.


ARTICLE X



GENERAL CONDITIONS AND PROVISIONS


          Section
10.01. Advance Not Waiver. Any Loan by any Lender hereunder made prior
to or without the fulfillment by Borrower of all of the conditions precedent
thereto, whether or not known to Lenders, shall not constitute a waiver by
Administrative Agent or Lenders of the requirement that all conditions,
including the non-performed conditions, shall be required with respect to all
future Loans.


          Section
10.02. Authorization to Advance for Interest, Etc. Borrower hereby
irrevocably authorizes Administrative Agent and Lenders to make Loans to pay
interest accrued on the Notes as it comes due, or to satisfy any of the
conditions hereof, including, without limitation, the payment of the fees and
expenses of Administrative Agent’s Counsel.


          Section
10.03. Concerning Irrevocable Authorizations. Any and all Loans made at
any time by any Lender pursuant to the irrevocable authorizations granted by
Sections 2.17 and 10.02 shall require no further direction, authorization or
request for disbursement from Borrower and may be made whether or not there
exists a Default or Event of Default. Any and all such disbursements shall be
added to the outstanding principal balance evidenced by the Notes and shall be
secured by the Security Documents. The aforesaid authorizations shall (i) not
prevent Borrower from paying the interest, or from satisfying the conditions
and obligations referred to in said Sections, out of its own funds, (ii) in no
event be construed so as to relieve Borrower or others from their obligations
to pay interest as and when due under the Notes, or to satisfy such conditions
and obligations and (iii) in no event obligate any Lender to disburse proceeds
of the Loans for any such purposes.


          Section
10.04. Ratification of Requisition by Acceptance of Advance. Borrower
agrees that, by its acceptance of any proceeds of any Loan hereunder, it shall
be bound in all respects by the Requisition submitted on its behalf in
connection therewith with the same force and effect as if Borrower had itself
executed and submitted such Requisition and whether or not such Requisition is
executed and/or submitted by an authorized person.


          Section
10.05. No Third-Party Beneficiaries. This Agreement is solely for the
benefit of Administrative Agent, Lenders and Borrower. All conditions of the
obligations of Lenders to make credit available hereunder are imposed solely
and exclusively for the benefit of Lenders and may be freely waived or modified
in whole or in part by Lenders at any time if in their sole discretion they
deem it advisable to do so, and no person other than Borrower (provided,
however, that all conditions have been satisfied) shall have 


46





standing to require Lenders to make any credit available or to be a
beneficiary of this Agreement.


          Section
10.06. Documentation Etc. Satisfactory. All documentation and
proceedings deemed by Administrative Agent or Administrative Agent’s Counsel to
be necessary or required in connection herewith and the documents relating
hereto shall be subject to the prior approval of, and satisfactory to, both of
them as to form and substance. In addition, the Persons responsible for the
execution and delivery of, and signatories to, all of such documentation, shall
be acceptable to, and subject to the approval of, Administrative Agent and
Administrative Agent’s Counsel. Administrative Agent or Administrative Agent’s
Counsel shall receive copies, certified if requested by either of them, of all
documents which they may require in connection with the transactions
contemplated hereby.


          Section
10.07. Administrative Agent’s and Lenders’ Determination Conclusive.
Administrative Agent and each Lender shall, at all times, be free to
independently establish to its satisfaction and in its absolute discretion the
existence or nonexistence of any fact or facts the existence or nonexistence of
which is a condition hereof.


          Section
10.08. Notices. Except as expressly provided otherwise, all notices,
demands, consents, approvals and statements required or permitted hereunder
shall be in writing and shall be deemed to have been sufficiently given or
served for all purposes when presented personally, three (3) days after mailing
by registered or certified mail, postage prepaid, or one (1) day after delivery
to a nationally recognized overnight courier service providing evidence of the
date of delivery, addressed to a party at its address on the signature page
hereof or of the applicable Assignment and Assumption Agreement, or at such
other address of which a party shall have notified the party giving such notice
in writing in accordance with the foregoing requirements.


          Section
10.09. Amendments and Waivers. No amendment or material waiver of any
provision of this Agreement or any other Credit Document, nor consent to any
material departure by Borrower or Guarantor therefrom, shall in any event be
effective unless the same shall be in writing and signed by the party against
whom such amendment, waiver or consent is sought to be enforced (it being
understood, however, that the signatures of the Required Lenders and, solely
for purposes of its acknowledgement thereof, Administrative Agent, shall be
sufficient to bind Lenders to any such amendment, waiver or consent), and then
such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given; provided, however, that no
amendment, waiver or consent shall, unless in writing and signed by all
Lenders, do any of the following: (i) reduce the principal of, or interest on,
the Notes or any fees due hereunder or any other amount due hereunder or under
any other Credit Document; (ii) postpone any date fixed for any payment of
principal of, or interest on, the Notes or any fees due hereunder or any other
amount due hereunder or under any other Credit Document; (iii) change the definition
of Required Lenders; (iv) release any material portion of the Collateral or
other collateral for the Obligations other than in accordance with the Credit
Documents; (v) amend this Section, Section 2.17(d) or any provision requiring
the consent of all Lenders; (vi) release, in whole or in part, 


47





Guarantor other than in accordance with the Credit Documents; or (vii)
increase the Credit Amount. Without limiting the foregoing, acceptance by
Administrative Agent or Lenders of any sum required to be paid pursuant hereto
or pursuant to any other Credit Document, after its due date, or in an amount
less than the sum then due, shall not constitute a waiver by Administrative
Agent or Lenders of their right to require prompt payment when due of all other
such sums or to declare a default or to exercise such other rights provided
herein or in the other Credit Documents for such late or reduced payment.


               All
communications from Administrative Agent to Lenders requesting Lenders’
determination, consent, approval or disapproval (i) shall be given in the form
of a written notice to each Lender, (ii) shall be accompanied by or include a
description or copy of the matter or thing as to which such determination,
approval, consent or disapproval is requested and (iii) shall include
Administrative Agent’s recommended course of action or determination in respect
thereof. Each Lender shall reply promptly, but in any event within ten (10)
Business Days (or five (5) Business Days with respect to any decision to
accelerate or stop acceleration of any of the Obligations) after receipt of the
request therefor by Administrative Agent (the “Lender Reply Period”). Unless a
Lender shall give written notice to Administrative Agent that it objects to the
recommendation or determination of Administrative Agent (together with a
written explanation of the reasons behind such objection) within the Lender
Reply Period, such Lender shall be deemed to have approved or consented to such
recommendation or determination.


          Section
10.10. Assignment; Participation. Any Lender may at any time grant to
one or more banks or other institutions not affiliated with Borrower or
Guarantor (each a “Participant”) participating interests in its Pro Rata Share
of the Credit Facility (the “Participations”). In the event of any such grant
by a Lender of a Participation to a Participant, such Lender shall remain
responsible for the performance of its obligations hereunder, and Borrower,
each other Lender and Administrative Agent shall continue to deal solely and
directly with such Lender in connection with such Lender’s rights and
obligations hereunder. Any agreement pursuant to which any Lender may grant a
Participation shall provide that such Lender shall retain the sole right and
responsibility to enforce the obligations of Borrower hereunder and under any
other Credit Document, including, without limitation, the right to approve any
amendment, modification or waiver of any provision of this Agreement or any
other Credit Document; provided that such participation agreement may
provide that such Lender will not agree to any modification, amendment or
waiver described in clauses (i) through (vii) of Section 10.09 without the
consent of the Participant.


               Upon
request by Borrower, each Lender agrees to provide Borrower with notice of all
Participations sold by such Lender. Borrower agrees to provide all assistance
reasonably requested by a Lender to enable such Lender to sell Participations
as aforesaid, or make assignments of its interest in the Credit Facility as
hereinafter provided in this Section.


               A
Lender may at any time assign to any bank or other institution not affiliated
with Borrower or Guarantor with the consent of Administrative Agent, which
consents shall not be unreasonably withheld or delayed (such assignee, a
“Consented Assignee”), 


48





or to one or more banks or other institutions which are majority owned
subsidiaries of a Lender or of the parent of a Lender (each Consented Assignee
or subsidiary bank or institution, an “Assignee”) all or a proportionate part
of all of its rights and obligations under this Agreement and its Note and the
other Credit Documents, and such Assignee shall assume rights and obligations,
pursuant to an Assignment and Assumption Agreement executed by such Assignee
and the assigning Lender, provided that, after giving effect to such
assignment, the Assignee’s portion of the Credit Facility and, in the case of a
partial assignment of a Lender’s interest, the assigning Lender’s portion of
the Credit Facility will each be equal to or greater than $5,000,000. Upon (i)
execution and delivery of such instrument, (ii) payment by such Assignee to the
assigning Lender of an amount equal to the purchase price agreed between such
Lender and such Assignee and (iii) payment by such Assignee to Administrative
Agent of a fee, for Administrative Agent’s own account, in the amount of
$3,500, such Assignee shall be a party to this Agreement and shall have all the
rights and obligations of a Lender as set forth in such Assignment and
Assumption Agreement, and the assigning Lender shall be released from its
obligations hereunder to a corresponding extent, and no further consent or
action by any party shall be required. Upon the consummation of any assignment
pursuant to this paragraph, substitute notes, in the form of Exhibit D,
shall be issued to the assigning Lender (in the case of a partial assignment)
and Assignee by Borrower, in exchange for the return of the assigning Lender’s
original Note. Without limiting the provisions of Section 2.04, all such
substitute notes shall constitute “Notes” and the obligations evidenced by such
substitute notes shall constitute obligations secured by the Security
Documents. In connection with Borrower’s execution of substitute notes as
aforesaid, Borrower shall deliver to Administrative Agent such evidence of the
due authorization, execution and delivery of the substitute notes and any
related documents as Administrative Agent may reasonably request. If the Assignee
is not incorporated under the Laws of the United States or a state thereof, it
shall, prior to the first date on which interest or fees are payable hereunder
for its account, deliver to Borrower and Administrative Agent certification as
to exemption from deduction or withholding of any United States federal income
taxes in accordance with Section 9.13.


               Borrower,
Administrative Agent and Lenders shall execute such modifications to the Credit
Documents as shall, in the reasonable judgment of Administrative Agent, be
necessary or desirable in connection with assignments in accordance with the
foregoing provisions of this Section.


               Any
Lender may at any time assign all or any portion of its rights under this
Agreement and its Note to a Federal Reserve Bank. No such assignment shall
release the transferor Lender from its obligations hereunder.


               Borrower
recognizes that in connection with a Lender’s selling of Participations or
making of assignments, any or all documentation, financial statements,
appraisals and other data, or copies thereof, relevant to Borrower, Guarantor
or the Credit Facility may be exhibited to and retained by any such Participant
or Assignee or prospective Participant or Assignee.


49





          Section
10.11. Setoff. In addition to (and without limitation of) any right of
setoff, bankers’ lien or counterclaim Administrative Agent or any Lender may
otherwise have, Administrative Agent and each Lender shall be entitled to
offset balances (general or special, time or demand, provisional or final) held
by it for the account of Borrower at any of Administrative Agent’s or such
Lender’s offices against any amount payable by Borrower to Administrative Agent
or such Lender hereunder or under any other Credit Document which is not paid
when due (regardless of whether such balances are then due to Borrower), in
which case it shall promptly notify Borrower and (in the case of a Lender)
Administrative Agent thereof; provided, however, that
Administrative Agent’s or such Lender’s failure to give such notice shall not
affect the validity thereof.


          Section
10.12. Successors and Assigns. Except as herein provided, this Agreement
shall be binding upon and inure to the benefit of Borrower, Administrative
Agent and Lenders and their respective heirs, personal representatives,
successors and assigns. Notwithstanding the foregoing, Borrower may not assign,
transfer or set over to another, in whole or in part, all or any part of its
benefits, rights, duties and obligations hereunder and under the other Credit
Documents, including, but not limited to, performance of and compliance with
conditions hereof and the right to receive the proceeds of Loans made under,
and other extensions of credit under, the Credit Facility without the prior
written consent of all of the Lenders (and any attempted such assignment,
transfer or setting over without such consent shall be null and void).


          Section
10.13. Severability. The provisions hereof are intended to be severable.
Any provisions hereof, or the application thereof to any Person or
circumstance, which, for any reason, in whole or in part, is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof (or the remaining portions of such
provision) or the application thereof to any other Person or circumstance, and
any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision (or portion thereof) or the
application thereof to any Person or circumstance in any other jurisdiction.


          Section
10.14. Non-Waiver; Remedies Cumulative. No failure or delay on
Administrative Agent’s or any Lender’s part in exercising any right, remedy,
power or privilege hereunder or under any of the other Credit Documents or
provided by law (hereinafter in this Section, each a “Remedy”) shall operate as
a waiver of any such Remedy or shall be deemed to constitute Administrative
Agent’s or any Lender’s acquiescence in any default by Borrower or Guarantor
under any of said documents. A waiver by Administrative Agent or any Lender of
any Remedy on any one occasion shall not be construed as a bar to any other or
future exercise thereof or of any other Remedy. The Remedies are cumulative,
may be exercised singly or concurrently and are not exclusive of any other
Remedies.


          Section
10.15. Certain Waivers. Each Credit Party hereby irrevocably and
unconditionally waives (i) promptness and diligence, (ii) notice of any actions
taken by Administrative Agent or any Lender hereunder or under any other Credit
Document or any other agreement or instrument relating hereto or thereto except
to the extent 


50





otherwise provided herein, (iii) all other notices, demands and
protests, and all other formalities of every kind, in connection with the
enforcement of a Credit Party’s obligations hereunder and under the other
Credit Documents, the omission of or delay in which, but for the provisions of
this Section, might constitute grounds for relieving any Credit Party of any of
its obligations hereunder or under the other Credit Documents, (iv) any
requirement that Administrative Agent or any Lender protect, secure, perfect or
insure any lien on any collateral for the Obligations or exhaust any right or
take any action against Borrower, any other Credit Party, Guarantor or any
other Person or against any collateral for the Obligations, (v) any right or
claim of right to cause a marshalling of Borrower’s assets and (vi) all rights
of subrogation or contribution, whether arising by contract or operation of law
or otherwise by reason of payment by Borrower pursuant hereto or pursuant to
any other Credit Document. EACH CREDIT PARTY FURTHER HEREBY IRREVOCABLY AND
UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING
BROUGHT BY OR ON BEHALF OF ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO THIS
AGREEMENT, THE NOTES OR THE OTHER CREDIT DOCUMENTS OR OTHERWISE IN RESPECT OF
THE LOANS OR THE CREDIT FACILITY, ANY AND EVERY RIGHT SUCH CREDIT PARTY MAY
HAVE TO (W) INJUNCTIVE RELIEF, (X) A TRIAL BY JURY, (Y) INTERPOSE ANY
COUNTERCLAIM THEREIN, OTHER THAN A COMPULSORY COUNTERCLAIM, AND/OR (Z) HAVE THE
SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR PROCEEDING.
NOTHING CONTAINED IN THE IMMEDIATELY PRECEDING SENTENCE SHALL PREVENT OR
PROHIBIT BORROWER FROM INSTITUTING OR MAINTAINING A SEPARATE ACTION AGAINST
ADMINISTRATIVE AGENT OR LENDERS WITH RESPECT TO ANY ASSERTED CLAIM.


          Section
10.16. Expenses; Indemnification. Borrower covenants and agrees to pay
all costs, expenses and charges (including, without limitation, all fees and
charges of engineers, appraisers and Administrative Agent’s Counsel) incurred
by Administrative Agent or any Lender in connection with (i) the preparation
for and consummation of the transactions contemplated hereby or for the
performance hereof and of the other Credit Documents, and for any services
which may be required in addition to those normally and reasonably contemplated
hereby and (ii) the enforcement hereof or of any or all of the other Credit
Documents. If Borrower fails to pay promptly any costs, charges or expense
required to be paid by it as aforesaid, and Administrative Agent or any Lender
pays such costs, charges or expenses, Borrower shall reimburse Administrative
Agent or such Lender, as appropriate, on demand for the amounts so paid,
together with interest thereon at the Default Rate. Borrower further agrees to
indemnify Administrative Agent and each Lender and their respective directors,
officers, employees and agents from, and hold each of them harmless against,
(x) any and all losses arising out of or by reason of any investigation or
litigation or other proceedings (including any threatened investigation or
litigation or other proceedings) relating to any actual or proposed use by
Borrower of the proceeds of any of the Loans or of any other extension of
credit under the Credit Facility, including, without limitation, the fees and
disbursements of counsel incurred in connection with any such investigation,
litigation or other proceedings and (y) any and all claims, actions, suits,
proceedings, costs, expenses, losses, damages and 


51





liabilities of any kind, including in tort, penalties and interest,
arising out or by reason of any matter relating, directly or indirectly, to the
ownership, condition, development, construction, sale, rental or financing of
any of Borrower’s Investments or any part thereof (but excluding any such
losses, liabilities, claims, damages or expenses incurred solely by reason of
the gross negligence or willful misconduct of the party to be indemnified). The
obligations of Borrower under this Section and under Sections 3.01, 3.03, 6.03
and 6.04 shall survive the repayment of all amounts due under or in connection
with any of the Credit Documents and the termination of the Credit Facility.


          Section
10.17. Counterparts. This Agreement may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument, and
any party hereto may execute this Agreement by signing any such counterpart.


          Section
10.18. Governing Law; Jurisdiction. This Agreement and the rights and obligations
of the parties hereunder shall in all respects be governed by, and construed
and enforced in accordance with, the Laws of the State of New York (without
giving effect to New York’s principles of conflicts of law). Each Credit Party,
Administrative Agent and each Lender hereby irrevocably submit to the
non-exclusive jurisdiction of any New York State or Federal court sitting in
The City of New York over any suit, action or proceeding arising out of or
relating to this Agreement and the other Credit Documents, and each Credit
Party hereby agrees and consents that, in addition to any methods of service of
process provided for under applicable Law, all service of process in any such
suit, action or proceeding in any New York State or Federal court sitting in
The City of New York (or such other county in New York State) may be made by
certified or registered mail, return receipt requested, directed to such Credit
Party at the address for Borrower indicated on the signature page hereof, and
service so made shall be complete five (5) days after the same shall have been
so mailed.


          Section
10.19. Integration. The Credit Documents and the Supplemental Fee Letter
constitute the entire agreement among Administrative Agent, Borrower and
Lenders relating to the transactions contemplated thereby (except with respect
to agreements among Lenders or with Administrative Agent relating solely to
compensation, consideration and the syndication of the Credit Facility) and
supersede any prior oral or written statements or agreements with respect to
such transactions.


          Section
10.20. Gross-Up for Taxes. All payments made by Borrower under this
Agreement and the Notes shall be made free and clear of, and without deduction
or withholding for or on account of, any present or future income, stamp or
other taxes, levies, imposts, duties, charges, fees, deductions or
withholdings, now or hereafter imposed, levied, collected, withheld or assessed
by any Governmental Authority, excluding income taxes and franchise or other
taxes (imposed in lieu of income taxes) imposed on a Lender as a result of a
present or former connection between such Lender and the jurisdiction of the
Governmental Authority imposing such tax or any political subdivision or taxing
authority thereof or therein (other than any such connection arising solely
from such Lender’s having executed, delivered or performed its obligations or
received a payment under, or enforced, this Agreement or its Note). If any such
non-excluded taxes, levies, imposts, duties, charges, fees, deductions or
withholdings (“Non-


52








Excluded Taxes”) are required to be withheld from any amounts payable
to such Lender hereunder or under its Note, the amounts so payable to such
Lender shall be increased to the extent necessary to yield to such Lender
(after payment of all Non-Excluded Taxes) interest or any such other amounts
payable with respect to the Credit Facility at the rates or in the amounts
specified in this Agreement and its Note; provided, however, that
Borrower shall not be required to increase any such amounts payable to such
Lender if such Lender is not organized under the Laws of the United States or a
state thereof and such Lender fails to comply with the requirements of Section
9.13. Whenever any Non-Excluded Taxes are payable by Borrower, as promptly as
possible thereafter Borrower shall send to Administrative Agent for the account
of such Lender a certified copy of an original official receipt received by
Borrower showing payment thereof. If Borrower fails to pay any Non-Excluded
Taxes when due to the appropriate taxing authority or fails to remit to
Administrative Agent the required receipts or other required documentary
evidence, Borrower shall indemnify such Lender for any incremental taxes,
interest or penalties that may become payable by such Lender as a result of any
such failure. The agreements in this Section shall survive the termination of
this Agreement and the payment of all amounts payable hereunder. 


ARTICLE XI


PARTICULAR PROVISIONS


               The
foregoing Articles of this Agreement are subject to the following further
provisions: 


          Section
11.01. Capital Calls; Subscription Account. 


               (a)
Borrower and Acadia Investors II shall direct all Investors to wire transfer to
the Subscription Account all monies or sums paid or to be paid by any Investor
to Borrower or Managing Member to fund its Capital Contribution as and when
such Investor is required pursuant to the Operating Agreement and/or the
Stockholders Agreement to fund such Capital Contribution. In addition, to the
extent that Borrower or Acadia Investors II receives any Capital Contributions
from the Investors during the term of this Agreement, they shall immediately
deposit such Capital Contributions upon receipt into the Subscription Account
and to the extent that Borrower or Acadia Investors II receives any amounts
from an Investor while an Event of Default is continuing, they shall
immediately deposit such amounts upon receipt into the Subscription Account. 


               (b)
Notwithstanding anything to the contrary contained herein, it is expressly
understood and agreed that neither Administrative Agent nor any Lender
undertakes any duties, responsibilities, or liabilities with respect to the
Capital Calls, the Stockholder Agreement or the Operating Agreement. Neither
Administrative Agent nor any Lender shall be required to refer to Borrower’s
organizational documents or the Stockholders Agreement or take any other action
with respect to any other matter which might arise in connection with
Borrower’s organizational documents or the Stockholder Agreement or any Capital
Call. Neither Administrative Agent nor any Lender has any duty to 


53





determine or inquire into any happening or occurrence or any
performance or failure of performance of Borrower. Neither Administrative Agent
nor any Lender has any duty to inquire into the use, purpose, or reasons for
the making of any Capital Call or with respect to the investment or use of the
proceeds thereof. 


               (c)
Provided that no Default or Event of Default has occurred and is then
continuing, Administrative Agent shall release funds from the Subscription
Account to Borrower for Approved Uses, subject to the terms hereof and of the
Cash Collateral Agreement. Except as provided in Section 11.01(f), upon the
occurrence and during the continuance of a Default or any Event of Default,
Borrower shall have no right to any funds from the Subscription Account. 


               (d)
Borrower and Acadia Investors II hereby irrevocably authorize and direct
Lenders, acting through Administrative Agent, at any time following the
occurrence and during the continuance of an Event of Default while any
Obligations are outstanding, to charge from time to time the Subscription
Account and any other accounts of Borrower at Lenders for amounts due Lenders or
any of them hereunder and under the Notes and the other Credit Documents. 


               (e)
Intentionally Omitted. 


               (f)
Notwithstanding anything to the contrary contained in this Agreement, upon the
occurrence and during the continuation of an Event of Default, Borrower and
Acadia Investors II shall be permitted to make a single Capital Call provided
(i) the proceeds of such Capital Call are deposited into the Subscription
Account, (ii) Borrower directs that such proceeds together with any other funds
held in the Subscription Account shall be released by Administrative Agent to
prepay the Notes in their entirety and/or held by Administrative Agent, for the
benefit of the Lenders, as cash collateral for the Obligations, including,
without limitation, the full amount of the Aggregate Outstanding Extensions of
Credit, for application by Administrative Agent and Lenders to amounts due
Administrative Agent and Lenders hereunder until the expiration, or return for
cancellation, of all Letters of Credit and payment of all other outstanding
Obligations hereunder, together with costs, expenses, funding losses, interest
and penalties incurred therein as expressly contemplated in this Agreement and
(iii) Borrower terminates the Credit Facility and agrees that upon the
occurrence of an Event of Default Borrower shall have no further right to the
making of any Loan hereunder. 


               (g)
The application by Lenders of such funds hereunder shall, unless Administrative
Agent shall agree otherwise in writing, be first to the payment of reasonable
costs and expenses due Lenders under this Agreement, second to the payment of
accrued interest due hereunder or under the Notes and last to the payment of
the principal due hereunder. Borrower acknowledges that all funds so
transferred into the Subscription Account shall be the property of Borrower
only and not subject to any Lien of any party, other than Administrative Agent
and Lenders. 


54





          Section
11.02. Subordination of Claims. 


               (a)
Until the Obligations shall be paid and satisfied in full and except as
expressly permitted under Section 11.01, Borrower, Managing Member and Acadia
Investors II shall not receive or collect, directly or indirectly, from any
Investor any amount upon the Investor Claims other than pursuant to this
Section 11.02. 


               (b)
Without the prior written consent of Administrative Agent, after the occurrence
and during the continuation of an Event of Default Borrower and Acadia
Investors II shall not (i) exercise or enforce any creditor or other right it
may have against an Investor on account of any Investor Claims, (ii) foreclose,
repossess, sequester or otherwise take steps or institute any action or
proceedings (judicial or otherwise, including, without limitation, the
commencement of, or joinder in, any liquidation, bankruptcy, rearrangement,
debtor’s relief or insolvency proceeding) to enforce any liens, mortgages,
deeds of trust, security interest, collateral rights, judgments or other
encumbrances on assets of such Investor held by Borrower and/or Acadia
Investors II as security for any Investor Claims, or (iii) exercise any rights
or remedies against an Investor under a Stockholders Agreement or the Operating
Agreement. 


               (c)
Managing Member hereby agrees that its right to receive the Asset Management
Fees as set forth in the Operating Agreement is subordinated to the
Obligations, provided, however, so long as no Event of Default has occurred and
is continuing, Acadia Investors II shall be entitled to receive the Asset
Management Fees pursuant to the terms of the Operating Agreement. 


[Remainder of page intentionally left blank]


55





          IN WITNESS
WHEREOF, the parties have executed and delivered this Agreement as of the day
and year first above written. 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
ACADIA
STRATEGIC OPPORTUNITY FUND II,

LLC, a Delaware limited liability company


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
By:

	
Acadia
Realty Acquisition II, LLC, a

Delaware limited liability company, its

managing member


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
By:

	
Acadia
Realty Limited Partnership,


	
 

	
 

	
 

	
 

	
its sole
member


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
By:

	
Acadia
Realty Trust, its

general partner


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
By

	
/s/ Robert
Masters


	
 

	
 

	
 

	
 

	
 

	
 

	





	
 

	
 

	
 

	
 

	
 

	
 

	
Robert
Masters


	
 

	
 

	
 

	
 

	
 

	
 

	
Senior Vice
President








	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Address for
notices:


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
c/o Acadia
Realty Trust


	
 

	
 

	
1311
Mamaroneck Avenue, Suite 260


	
 

	
 

	
White
Plains, New York 10605


	
 

	
 

	
 


	
 

	
 

	
ACADIA
REALTY ACQUISITION II, LLC, a

Delaware limited liability company


	
 

	
 

	
 


	
 

	
 

	
By:

	
Acadia
Realty Limited Partnership, its sole

member


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
By:

	
Acadia
Realty Trust, its general

partner


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
By

	
/s/ Robert
Masters


	
 

	
 

	
 

	
 

	
 

	





	
 

	
 

	
 

	
 

	
 

	
Robert
Masters


	
 

	
 

	
 

	
 

	
 

	
Senior Vice
President















	
 

	
 

	
 

	
 


	
 

	
 

	
ACADIA
INVESTORS II, INC., a Maryland

corporation


	
 

	
 

	
 


	
 

	
 

	
By

	
/s/ Robert
Masters


	
 

	
 

	
 

	





	
 

	
 

	
 

	
Name: Robert
Masters


	
 

	
 

	
 

	
Title:
Senior Vice President


	
 

	
 

	
 

	
 


	
 

	
 

	
BANK OF
AMERICA, N.A.


	
 

	
 

	
 

	
 


	
 

	
 

	
By

	
/s/ Gregory
Egli


	
 

	
 

	
 

	





	
 

	
 

	
 

	
Gregory Egli


	
 

	
 

	
 

	
Senior Vice
President


	
 

	
 

	
 

	
 


	
 

	
 

	
Address for
notices and Applicable Lending Office:


	
 

	
 

	
 

	
 


	
 

	
 

	
One Bryant
Park, 35th Floor


	
 

	
 

	
New York,
New York 10036


	
 

	
 

	
Attention:     Mr.
Gregory Egli


	
 

	
 

	
 


	
 

	
 

	
BANK OF
AMERICA, N.A.

(as Administrative Agent)


	
 

	
 

	
 

	
 


	
 

	
 

	
By

	
/s/ Gregory
Egli


	
 

	
 

	
 

	





	
 

	
 

	
 

	
Gregory Egli


	
 

	
 

	
 

	
Senior Vice
President


	
 

	
 

	
 

	
 


	
 

	
 

	
Administrative
Agent’s Office and address for notices:


	
 

	
 

	
 


	
 

	
 

	
One Bryant
Park, 35th Floor


	
 

	
 

	
New York, New
York 10036


	
 

	
 

	
Attention:     Mr. Gregory
Egli











SCHEDULE A


INDIVIDUAL COMMITMENTS


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Lender

	
 

	
Individual

Commitment

until

October 31, 2013

	
 

	
Individual

Commitment

from

November 1, 2013

to January 31, 2014

	
 

	
Individual

Commitment

from

February 1, 2014

to April 30, 2014

	
 

	
Individual

Commitment

from

May 1, 2014

to July 31, 2014

	
 

	
Individual

Commitment

from and after

August 1, 2014

	
 


	




	
 

	




	
 

	




	
 

	




	
 

	




	
 

	




	
 


	
BofA

	
 

	
$

	
40,000,000

	
 

	
$

	
15,000,000

	
 

	
$

	
11,250,000

	
 

	
$

	
7,500,000

	
 

	
$

	
3,750,000

	
 











EXHIBIT A


AUTHORIZATION LETTER


                                         ____________,
2010


[Name and
address of Administrative Agent]


	
  

 	
  

 	
  

 
	
  

 	
 Re:

 	
 Fourth Amended and Restated Credit Agreement dated as of December 22,
 2010 (the “Credit Agreement”; capitalized terms not otherwise defined herein
 shall have the meanings ascribed to such terms in the Credit Agreement) among
 us, as Borrower, Acadia Realty Acquisition II, LLC, Acadia Investors II,
 Inc., the Lenders named therein, and you, as Administrative Agent for said
 Lenders

 



Dear
Sir/Madam:


          In
connection with the captioned Credit Agreement, we hereby designate any of the
following persons to give to you instructions, including notices required
pursuant to the Credit Agreement, orally, by telephone or teleprocess, or in
writing: 


	
  

 	
  

 
	
  

 	
 Michael
 Nelsen

 
	
  

 	
 Robert
 Masters

 
	
  

 	
 Richard
 Hartmann

 


          Instructions
may be honored on the oral, telephonic, teleprocess or written instructions of
anyone purporting to be any one of the above designated persons even if the
instructions are for the benefit of the person delivering them. We will furnish
you with written confirmation of each such instruction signed by any person
designated above (including any telecopy which appears to bear the signature of
any person designated above) on the same day that the instruction is provided
to you, but your responsibility with respect to any instruction shall not be
affected by your failure to receive such confirmation or by its contents. 


          You and
Lenders shall be fully protected in, and shall incur no liability to us for,
acting upon any instructions which you in good faith believe to have been given
by any person designated above, and in no event shall you or Lenders be liable
for special, consequential or punitive damages. In addition, we agree to hold
you and Lenders and your and their respective agents harmless from any and all
liability, loss and expense arising directly or indirectly out of instructions
that we provide to you in connection with 






the Credit Agreement except for liability, loss or expense occasioned
by your gross negligence or willful misconduct. 


          Upon notice
to us, you may, at your option, refuse to execute any instruction, or part
thereof, without you or any Lender incurring any responsibility for any loss,
liability or expense arising out of such refusal if you in good faith believe
that the person delivering the instruction is not one of the persons designated
above or if the instruction is not accompanied by an authentication method that
we have agreed to in writing. 


          We will
promptly notify you in writing of any change in the persons designated above
and, until you have actually received such written notice and have had a
reasonable opportunity to act upon it, you are authorized to act upon
instructions, even though the person delivering them may no longer be
authorized. 


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Very truly
 yours,

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 ACADIA
 STRATEGIC OPPORTUNITY FUND II, LLC, a Delaware limited liability company

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 Acadia
 Realty Acquisition II, LLC, a Delaware limited liability company, its
 managing member

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By:

 	
 Acadia
 Realty Limited Partnership, its sole member

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 By:

 	
 Acadia
 Realty Trust, its general partner

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 By

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 Robert
 Masters

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 Senior Vice
 President

 


2






EXHIBIT B


INVESTORS/CAPITAL COMMITMENTS


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Investors

 	
  

 	
 Capital

 Commitment

 	
  

 	
 Percentage

 Interest

 	
  

 	
 Paid

 Capital

 Contributions

 	
  

 	
 Unpaid

 Capital

 Commitments

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Yale University

 	
  

 	
 $

 	
 52,383,677

 	
  

 	
 20.00

 	
 %

 	
 $

 	
 42,306,686

 	
  

 	
 $

 	
 10,076,991

 	
  

 
	
 The Vanderbilt University

 	
  

 	
  

 	
 8,730,611

 	
  

 	
 3.33

 	
 %

 	
  

 	
 7,051,116

 	
  

 	
  

 	
 1,679,495

 	
  

 
	
 The Board of Trustees of the Leland
 Stanford Junior University

 	
  

 	
  

 	
 43,653,064

 	
  

 	
 16.67

 	
 %

 	
  

 	
 35,255,570

 	
  

 	
  

 	
 8,397,493

 	
  

 
	
 Gloster, LLC

 	
  

 	
  

 	
 43,653,064

 	
  

 	
 16.67

 	
 %

 	
  

 	
 35,255,570

 	
  

 	
  

 	
 8,397,493

 	
  

 
	
 Carnegie Corporation of New York

 	
  

 	
 $

 	
 17,461,226

 	
  

 	
 6.67

 	
 %

 	
  

 	
 14,102,228

 	
  

 	
  

 	
 3,358,998

 	
  

 
	
 The William and Flora Hewlett Foundation

 	
  

 	
  

 	
 21,826,532

 	
  

 	
 8.33

 	
 %

 	
  

 	
 17,627,786

 	
  

 	
  

 	
 4,198,747

 	
  

 
	
 The Dupont Pension Trust

 	
  

 	
  

 	
 21,826,532

 	
  

 	
 8.33

 	
 %

 	
  

 	
 17,627,786

 	
  

 	
  

 	
 4,198,747

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
 Total

 	
  

 	
 $

 	
 209,534,706

 	
  

 	
 80.00

 	
 %*

 	
 $

 	
 169,226,742

 	
  

 	
 $

 	
 40,307,964

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Managing Member

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Acadia Realty Acquisition II, LLC

 	
  

 	
 $

 	
 52,383,678

 	
  

 	
 20.00

 	
 %

 	
 $

 	
 42,306,685

 	
  

 	
 $

 	
 10,076,993

 	
  

 






	
  

 	
  

 
	

 


 
	
 * Note:
 Acadia Realty Acquisition II, LLC holds a 20% interest

 










EXHIBIT C


INVESTOR ACKNOWLEDGMENT


[Investor Acknowledgment - Investor to
copy/print on letterhead]


[Note: Executed in connection with the Original
Agreement]


                                               ____________,
200___


Bank of
America, N.A.

One Bryant Park, 35th Floor

New York, New York 10036


	
  

 	
  

 	
  

 
	
  

 	
 Re:

 	
 Revolving Credit Facility (the “Credit Facility”) established
 pursuant to that certain Credit Agreement dated as of March 9, 2005 (the
 “Original Credit Agreement”), among Acadia Strategic Opportunity Fund II, LLC
 (“Borrower”), Acadia Realty Acquisition II, LLC (“Managing Member”), Acadia
 Investors II, Inc. (“Investor”) and Fleet National Bank (“Fleet”), as amended
 and restated by that certain Amended and Restated Credit Agreement dated as
 of March 21, 2006 by and among Borrower, Managing Member, Investor and Fleet
 (the “First Restated Agreement”), as modified by that certain Modification of
 Amended and Restated Credit Agreement dated as of February, 2008 by and among
 Borrower, Managing Member, Investor, Bank of America, N.A., as successor by
 merger to Fleet (in its individual capacity, “BofA”) and The Bank of New York
 (the “Amendment”, as amended and restated by that certain Third Amended and
 Restated Credit Agreement dated as of February 27, 2009 (the “Second Restated
 Agreement”) among Borrower, Managing Member, Investor, BofA, certain other
 lenders which are, or may become, lenders pursuant to such Agreement (BofA
 and such other lenders, collectively, “Lenders”) and Bank of America, N.A.,
 as administrative agent (“Administrative Agent”), as further amended and
 restated by that certain Third Amended and Restated Agreement dated as of
 March 3, 2010 by and among Borrower, Managing Member, Investor, Lenders and
 Administrative Agent (the “Third Restated Agreement”, and, as amended,
 supplemented or otherwise modified from time to time, the “Credit Agreement”)

 



Ladies and
Gentlemen:


          In
order to induce Lenders to provide the Credit Facility to Borrower, the undersigned
hereby acknowledges and agrees as follows:


          We
have entered into that certain that certain Stockholders Agreement by and among
Investor, Yale University, The Vanderbilt University, Carnegie Corporation of 






New York, The Board of Trustees of the Leland Stanford Junior
University, State Street Bank and Trust Company as Trustee for the Dupont
Pension Trust and The William and Flora Hewlett Foundation dated as of October
15, 2004 (effective as of August 15, 2004) as amended by First Amendment to
Stockholders Agreement dated as of August 15, 2004, as the same may hereafter
be modified in compliance with the terms of this Agreement (the “Stockholders
Agreement”; all capitalized terms used and not otherwise defined herein shall
have the meanings ascribed thereto in the Stockholders Agreement), pursuant to
which we have (i) purchased shares of stock in Investor, which is a member in
Borrower and (ii) committed to make cash contributions of capital (“Capital
Contributions”) to Investor on the terms and subject to the conditions set
forth in the Stockholders Agreement with an Aggregate Capital Commitment of
$____________ (our “Capital Commitment”), which Capital Contributions are to be
contributed by Investor to Borrower pursuant to the terms of the Operating
Agreement.


          As of the
date hereof, our Remaining Capital Commitment is $____________, which may be
drawn upon the delivery of one or more Drawdown Notices pursuant to and in
accordance with the Stockholders Agreement.


          We hereby
agree that we shall deliver to Administrative Agent from time to time upon the
request of Managing Member, Investor, Administrative Agent or any Lender, a
certificate setting forth the amount of our Remaining Capital Commitment. [Add for Dupont Trust and Hewlett Trust: We hereby
further agree to deliver to Administrative Agent the financial statements as
and when required under Section 6.06(11) of the Credit Agreement.]


          We hereby
acknowledge and agree that under the terms of and subject to the conditions set
forth in the Stockholders Agreement, we are obligated to fund our undrawn
Aggregate Capital Commitment required on account of calls for Capital
Contributions duly made in accordance with the terms of the Stockholders
Agreement (including, without limitation, subsequent calls for Capital
Contributions made in connection with a shortfall in funds available to
Borrower as a result of the failure of any other Major Stockholder or Managing
Member to advance funds with respect to a call for Capital Contributions duly
made). In addition, we hereby acknowledge and confirm to Administrative Agent,
Lenders, Managing Member and Investor that we will make Capital Contributions
to the extent of our unfunded Aggregate Capital Commitment, to be applied to the
repayment of outstanding obligations under the Credit Agreement, whether such
Capital Contributions are called by Managing Member, Investor or Administrative
Agent for such purpose on behalf of Managing Member and Investor (whether or
not any Person is then acting as Managing Member for Borrower or Manager for
Investor) without defense, counterclaim or offset of any kind, all of which we
hereby waive. Notwithstanding anything to the contrary in the Stockholders
Agreement or Operating Agreement, we hereby acknowledge and agree that (i) our
obligation to fund our Aggregate Capital Commitment as and when requested by
Administrative Agent is unconditional and (ii) Administrative Agent shall not
be required to state any specific purpose or use of funds, deliver any
supporting documentation whatsoever or comply with any formalities when making
a Drawdown on our Aggregate Capital Commitment, except that such Drawdown must
be made in writing.


2






          We hereby
(i) acknowledge that Borrower, Managing Member and Investor, pursuant to the
terms of the Stockholders Agreement are making a collateral assignment to
Administrative Agent for the benefit of Lenders of the right to call all future
draws under the Stockholders Agreement to secure all loans and other extensions
of credit made under the Credit Facility and all other obligations of Borrower
under the Credit Agreement and the other Credit Documents (as defined in the
Credit Agreement), (ii) represent that as of the date hereof, (A) to the best
of our knowledge there is no default or circumstance which with the passage of
time and/or the giving of notice would constitute a default under the Operating
Agreement or the Stockholders Agreement, (B) the Stockholders Agreement has not
been modified or amended except for the amendment referred to above and is in
full force and effect and enforceable against the undersigned in accordance
with its terms and (C) we do not have any right of offset against, or reduction
to, our obligation to fund our undrawn Aggregate Capital Commitment, (iii)
acknowledge that for so long as the Credit Facility is in place we will not
amend, modify, supplement, cancel, terminate, reduce or suspend any of the
provisions of the Stockholders Agreement or the Operating Agreement relating to
the Aggregate Capital Commitments, the making of Capital Contributions or the
incurrence of indebtedness or any other provisions that would adversely affect
the rights of Administrative Agent or Lenders without your prior written
consent and (iv) acknowledge that until otherwise instructed by both Borrower
and you in writing, all future Capital Contributions made by us under the
Stockholders Agreement will be made by wire transfer to the following account
which Borrower has also pledged as security for the Obligations (as such term
is defined in the Credit Agreement):


	
  

 	
  

 
	
 Bank:

 	
 Bank of
 America, N.A.

 
	
 Bank
 Address:

 	
 One Bryant
 Park, 35th Floor

 
	
  

 	
 New York,
 New York 10036

 
	
 Account
 Number:

 	
 9489651466

 
	
 ABA Number:

 	
 021200339

 
	
 Account
 Name:

 	
 Acadia
 Strategic Opportunity Fund II, LLC

 
	
 Contact
 Person:

 	
 Mr. Gregory
 Egli

 
	
 Telephone:

 	
 646-855-2630

 


          [Add to Yale acknowledgment: The undersigned
represents, warrants and agrees to and with you that Yale University fully and
irrevocably guarantees payment by Gloster LLC of Gloster LLC’s Capital
Commitment to Investor. Alternatively, Yale to provide separate guaranty in
form acceptable to Lenders.]


3






          We
understand that Lenders and Administrative Agent will be relying upon the
statements and agreements made herein in connection with making the Credit
Facility available to Borrower and, accordingly, hereby acknowledge that
Capital Contributions we make under the Stockholders Agreement will not satisfy
our obligation to fund our undrawn Aggregate Capital Commitment unless such
Capital Contributions are paid into the above account (unless we are otherwise
instructed by Borrower and Administrative Agent as described above). We hereby
acknowledge that the terms of the Credit Agreement and of each other Credit
Document (as defined therein) can be modified without further notice to us or
our consent. In addition, we understand that the Credit Agreement and this
Investor Acknowledgment shall be for the benefit of Administrative Agent,
Lenders, and Lenders’ successors and assigns, and that this Investor
Acknowledgment will remain in effect until we are notified jointly by
Administrative Agent and Managing Member that the Credit Facility has been
terminated.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Very truly
 yours,

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	
 Title:

 	
  

 


4






EXHIBIT D


NOTE


	
  

 	
  

 
	
 $____________

 	
 New York, New York

 
	
  

 	
 ____________, 2010

 


          For value
received, ACADIA STRATEGIC OPPORTUNITY FUND II, LLC, a Delaware limited
liability company (“Maker”) hereby covenants and promises to pay to the order
of [NAME OF LENDER] or its successors or assigns (collectively, “Lender”), at
the principal office of BANK OF AMERICA, N.A. located at One Bryant Park, 35th
Floor, New York, New York 10036 (“Administrative Agent”) for the account of the
Applicable Lending Office of Lender, the principal sum of
_________________________ Dollars ($____________) or so much thereof as shall
be advanced and remain unpaid pursuant to the Loan Agreement (as defined
below), in lawful money of the United States and in immediately available funds,
in accordance with the terms set forth in the Loan Agreement. Maker also
covenants and promises to pay interest on the unpaid principal balance hereof,
for the period such balance is outstanding, in like money, at said office for
the account of said Applicable Lending Office, at the time and at a rate per
annum as provided in the Loan Agreement. Any amount of principal hereof which
is not paid when due, whether at stated maturity, by acceleration, or
otherwise, shall bear interest from the date when due until said principal
amount is paid in full, payable on demand, at the Default Rate.


          This Note
is one of the Notes referred to in the Fourth Amended and Restated Credit
Agreement dated as of the date hereof (as the same may be amended or supplemented
from time to time, the “Loan Agreement”) among Maker, as Borrower, Acadia
Realty Acquisition II, LLC, Acadia Investors II, Inc., the lenders named
therein (including Lender), as Lenders, and Administrative Agent, as
Administrative Agent for Lenders. All of the terms, conditions and provisions
of the Loan Agreement are hereby incorporated by reference. All capitalized
terms used herein and not defined herein shall have the meanings given to them
in the Loan Agreement.


          The Loan
Agreement contains, among other things, provisions for the prepayment of and
acceleration of this Note upon the happening of certain stated events.


          Should the
indebtedness represented by this Note or any part thereof be collected at law
or in equity, or in bankruptcy, receivership or any other court proceeding
(whether at the trial or appellate level), or should this Note be placed in the
hands of attorneys for collection upon default, Maker agrees to pay, in
addition to the principal, interest and other sums due and payable hereon, all
costs of collecting or attempting to collect this Note, including reasonable
attorneys’ fees and expenses.


          All parties
to this Note, whether principal, surety, guarantor or endorser, hereby waive
presentment for payment, demand, protest, notice of protest and notice of
dishonor. 






          This Note
shall be governed by the Laws of the State of New York (without giving effect
to New York’s principles of conflicts of law), provided that, as to the maximum
lawful rate of interest which may be charged or collected, if the Laws
applicable to Lender permit it to charge or collect a higher rate than the Laws
of the State of New York, then such Law applicable to Lender shall apply to
Lender under this Note.


          Anything herein
to the contrary notwithstanding, the obligations of Maker under this Note shall
be subject to the limitation that payments of interest shall not be required to
the extent that receipt of any such payment by Lender would be contrary to
provisions of Law applicable to Lender limiting the maximum rate of interest
that may be charged or collected by Lender.


          IN WITNESS
WHEREOF, Maker has executed and delivered this Note as of the date first above
written. 


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 ACADIA
 STRATEGIC OPPORTUNITY FUND II,

 LLC, a Delaware limited liability company

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 Acadia
 Realty Acquisition II, LLC, a Delaware limited liability company, its
 managing member

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By:

 	
 Acadia
 Realty Limited Partnership, its sole member

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 By:

 	
 Acadia
 Realty Trust, its general partner

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 By

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 Robert
 Masters

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 Senior Vice
 President

 


2






EXHIBIT E


CLOSING CERTIFICATE


          Pursuant to
Section 4.01(c) of that certain Fourth Amended and Restated Credit Agreement,
dated as of the date hereof (the “Credit Agreement”; capitalized terms used
herein without definition are used as defined in the Credit Agreement), among
Acadia Strategic Opportunity Fund II, LLC, a Delaware liability company
(“Borrower”), as Borrower, Acadia Realty Acquisition II, LLC, Acadia Investors,
Inc., the lenders named therein and Administrative Agent, as Administrative
Agent for Lenders, the undersigned hereby certifies to Administrative Agent and
Lenders as follows:


	
  

 	
  

 
	
  

 	
           (a) The
 Certificate of Formation of Borrower previously delivered to Administrative
 Agent in connection with the execution and delivery of the Credit Agreement
 has not been amended or modified;

 
	
  

 	
  

 
	
  

 	
           (b) The
 Operating Agreement of Borrower dated as of October 15, 2004 (effective as of
 August 15, 2004) previously delivered to Administrative Agent in connection
 with the execution and delivery of the Credit Agreement has been amended by
 First Amendment to Amended and Restated Operating Agreement of Borrower dated
 as of August 15, 2004 by and among Managing Member and Acadia Investors II,
 Inc. dated as of August 15, 2004, as supplemented by that certain Pledge
 Agreement dated as of June 15, 2004 from Acadia Investors II, Inc. to
 Borrower, as amended by Second Amendment to Amended and Restated Operating
 Agreement of Borrower by and among Managing Member and Acadia Investors II
 dated as of January 1, 2006, and as amended by action of Managing Member with
 the written consent of the advisory committee of Borrower by required vote
 dated January 5, 2010, and the Operating Agreement, as so amended and
 supplemented, has not been further modified, amended or supplemented and is
 in full force and effect;

 
	
  

 	
  

 
	
  

 	
           (c)
 Attached hereto as “Exhibit A” is a certificate dated as of a recent
 date from the Secretary of State of Delaware evidencing the good standing of
 Borrower in such jurisdiction; and

 
	
  

 	
  

 
	
  

 	
           (d)
 Immediately prior to and immediately after the date hereof, no Default or
 Event of Default shall have occurred and will be continuing.

 










          IN WITNESS
WHEREOF, the undersigned has hereunto executed this Closing Certificate as of
this ______ day of ____________, 2010.


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 ACADIA
 STRATEGIC OPPORTUNITY FUND II, LLC, a Delaware limited liability company

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 Acadia
 Realty Acquisition II, LLC, a Delaware limited liability company, its
 managing member

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By:

 	
 Acadia
 Realty Limited Partnership, its sole member

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 By:

 	
 Acadia
 Realty Trust, its general partner

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 By

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 Robert
 Masters

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 Senior Vice
 President

 


2






EXHIBIT F


RESERVED





EXHIBIT G


COMPLIANCE CERTIFICATE


                    Robert
Masters does hereby certify to Bank of America, N.A., as Administrative Agent
(“Agent”) and the Lenders referred to in the Credit Agreement referred to below
as follows:


                    1.
I am a Senior Vice President and General Counsel of Acadia Realty Trust, the
general partner of Acadia Realty Limited Partnership, the sole member of Acadia
Realty Acquisition II, LLC (“Managing Member”), which is the managing member of
Acadia Strategic Opportunity Fund II, LLC (“Borrower”).


                    2.
This certificate is the certificate regarding Capital Commitments referred to
in Section 4.01(c) of the Fourth Amended and Restated Credit Agreement (“Credit
Agreement”) dated as of December 22, 2010 (the “Closing Date”) among
Borrower, the Managing Member, Acadia Investors II, Inc., Agent and Lenders
named therein. All capitalized terms not otherwise defined herein shall have
the meanings ascribed to them in the Credit Agreement. This certificate is being
delivered to the Administrative Agent and Lenders with the understanding that
Administrative Agent and Lenders will be relying on the accuracy hereof.


                    3.
As of the date hereof the aggregate Capital Commitments of the Investors is $____________
and the aggregate Unpaid Capital Commitments is $____________.


                    4.
Exhibit 1 annexed hereto contains a list of the Investors and sets forth their
respective interests in Borrower, Capital Commitments and Unpaid Capital Commitments,
all as of the date hereof.


                    5.
Borrower’s Liquidity as of the date hereof is $____________, a calculation of
which is set forth on Exhibit 2 annexed hereto.


                    6.
Borrower has not created, incurred, assumed or suffered to exist any
Indebtedness, other than trade payables due within sixty (60) days which are
not delinquent, of Borrower or any Guarantee Obligations of Borrower, other
than Indebtedness and Guarantee Obligations in existence on the Closing Date.
The cost basis of each Investment owned by Borrower as of the date hereof is
separately identified and quantified on Exhibit 3 annexed hereto and the
aggregate of such amounts is $____________ (the “Investment Amount”). Each
obligation which constitutes Indebtedness or Guaranteed Obligations of Borrower
and its Subsidiaries is separately identified and quantified on Exhibit 4
annexed hereto and the aggregate of such amounts is $____________ (the
“Indebtedness and Guaranteed Obligations Amount”). As of the date hereof, the
Indebtedness and Guaranteed Obligations Amount constitutes ______% of the
Investment Amount and therefore Borrower [is] [is not] in compliance with Section 7.01 of
the Credit Agreement.





                    7.
As of the date hereof, Borrower has observed or performed all of its covenants
and other agreements in all material respects, and satisfied every material
condition, contained in the Credit Agreement and the other Credit Documents to
be observed, performed or satisfied by it, and the undersigned officer knows of
no Default or Event of Default which has occurred and is continuing, except as
follows: [If
none, state “none”, otherwise specify the nature and period of existence of the
Default or Event of Default and what action Borrower has taken or proposes to
take with respect thereto.]


                    8.
As of the date hereof, Borrower has observed or performed all of its covenants
and other agreements in all material respects, and satisfied every material
condition, contained in the Credit Agreement and the other Credit Documents to
be observed, performed or satisfied by it, and that the undersigned knows of no
Default or Event of Default which has occurred and is continuing.


Dated: As of
____________, 2010


	
  

 	
  

 
	
  

 	

 


 
	
  

 	
 Robert
 Masters

 
	
  

 	
 Senior Vice
 President - General Counsel

 


2





Exhibit 1


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Investors

 	
  

 	
 Capital

 Commitment

 	
  

 	
 Percentage

 Interest

 	
  

 	
 Paid

 Capital

 Contributions

 	
  

 	
 Unpaid

 Capital

 Commitments

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 
	
 Yale University

 	
  

 	
 $

 	
 52,383,677

 	
  

 	
  

 	
 20.00

 	
 %

 	
  

 	
  

 	
  

 	
 $

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 
	
 Dore LP1

 	
  

 	
  

 	
 8,730,611

 	
  

 	
  

 	
 3.33

 	
 %

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 
	
 The Board of Trustees of the Leland
 Stanford Junior University

 	
  

 	
  

 	
 43,653,064

 	
  

 	
  

 	
 16.67

 	
 %

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 
	
 Gloster, LLC2

 	
  

 	
  

 	
 43,653,064

 	
  

 	
  

 	
 16.67

 	
 %

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 
	
 Carnegie Corporation of New York

 	
  

 	
  

 	
 17,461,226

 	
  

 	
  

 	
 6.67

 	
 %

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 
	
 The William and Flora Hewlett Foundation

 	
  

 	
  

 	
 21,826,532

 	
  

 	
  

 	
 8.33

 	
 %

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 
	
 The Dupont Pension Trust

 	
  

 	
  

 	
 21,826,532

 	
  

 	
  

 	
 8.33

 	
 %

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 
	
 Acadia Realty Acquisition II, LLC3

 	
  

 	
  

 	
 52,383,678

 	
  

 	
  

 	
 20.00

 	
 %

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 
	
 Total

 	
  

 	
 $

 	
 261,918,384

 	
  

 	
  

 	
 100

 	
 %

 	
  

 	
  

 	
  

 	
 $

 	
  

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 






	
  

 	
  

 	
  

 
	

 


 	
  

 
	
 1

 	
 The
 Vanderbilt University is the Investor Guarantor of Dore Capital Real Estate,
 L.P.

 
	
 2

 	
 Yale
 University is the Investor Guarantor of Gloster LLC

 
	
 3

 	
 Guarantor is
 the Investor Guarantor of Acadia Realty Acquisition II, LLC

 









Exhibit 2


Liquidity


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Unencumbered
 Cash (excluding amounts in Deposit Account)

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 
	
 Unpaid
 Capital Commitments

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 
	
 Cash Equivalents (listed by category
 according to the clauses of the definition of “Cash Equivalents”:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 
	
 (a)

 	
 Short-term
 U.S. Government securities

 	
  

 	
 $

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
 CDs, etc.

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (c)

 	
 Commercial
 bank repo obligations

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (d)

 	
 Investment
 grade commercial paper

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (e) 

 	
 Investment
 grade short-term municipal bonds

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (f)

 	
 Commercial
 paper

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	

 


 	

 



 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 (g)

 	
 Permitted
 money market funds

 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Subtotal:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 TOTAL:

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 









EXHIBIT H

CAPITAL STOCK OF SUBSIDIARIES


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Name

 	
  

 	
 Ownership

 	
  

 	
 Minimum
 Release Price

 	
  

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 
	
  

 
	
 Acadia-P/A Holding
 Company, LLC (“P/A Holding”):

 	
  

 	
 90% owned by Borrower

 	
  

 	
  

 	
 N/A

 	
  

 
	
 Acadia-PA East Fordham Acquisitions, LLC

 	
  

 	
 100% owned by P/A Holdings

 	
  

 	
 $

 	
 19,158,000

 	
  

 
	
 P/A-Acadia Pelham Manor, LLC

 	
  

 	
 100% owned by P/A Holdings

 	
  

 	
 $

 	
 9,321,000

 	
  

 
	
 Acadia-PA Sherman Avenue, LLC

 	
  

 	
 100% owned by P/A Holdings

 	
  

 	
 $

 	
 0

 	
  

 
	
 Acadia-P/A Canarsie, LLC

 	
  

 	
 100% owned by P/A Holdings

 	
  

 	
 $

 	
 15,204,000

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Canarsie Plaza LLC

 	
  

 	
 80% owned by Acadia-P/A
 Canarsie, LLC

 	
  

 	
 $

 	
 15,204,000

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Acadia-P/A Albee LLC

 	
  

 	
 100% owned by P/A Holdings

 	
  

 	
  

 	
 *

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Acadia-P/A/T Albee LLC

 	
  

 	
 95% owned by Acadia-P/A
 Albee LLC

 	
  

 	
  

 	
 *

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Albee Office Development
 LLC

 	
  

 	
 50% owned by Acadia-P/A/T
 Albee LLC

 	
  

 	
  

 	
 *

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Albee Retail Development
 LLC

 	
  

 	
 75% owned by Acadia-P/A/T
 Albee LLC

 	
  

 	
  

 	
 *

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Albee Development LLC

 	
  

 	
 1.5% owned by Albee Office
 Development LLC

 	
  

 	
  

 	
 *

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 32% owned by Albee Retail
 Development LLC

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Fordham Place Office LLC

 	
  

 	
 100% owned by P/A Holdings

 	
  

 	
 $

 	
 19,158,000

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 APA 216th
 Street LLC

 	
  

 	
 100% owned by P/A Holdings

 	
  

 	
 $

 	
 3,886,200

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Acadia-P/A 161st
 Street LLC

 	
  

 	
 100% owned by P/A Holdings

 	
  

 	
 $

 	
 10,581,000

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Acadia-P/A Liberty LLC

 	
  

 	
 100% owned by P/A Holdings

 	
  

 	
 $

 	
 3,399,600

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Acadia Marsh Investors LLC

 	
  

 	
 100% owned by Borrower

 	
  

 	
 $

 	
 0

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Acadia Shopko Investors
 LLC

 	
  

 	
 100% owned by Borrower

 	
  

 	
 $

 	
 0

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Acadia Oakbrook LLC

 	
  

 	
 100% owned by Borrower

 	
  

 	
 $

 	
 5,400,000

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Acadia Atlantic Avenue LLC

 	
  

 	
 100% owned by Borrower

 	
  

 	
 $

 	
 4,080,600

 	
  

 






	
  

 	
  

 	
  

 
	

 


 	
  

 
	
 *

 	
 Site
 1A: $4,956,000

 
	
  

 	
 Balance of
 Investment: $0

 









EXHIBIT I


ASSIGNMENT AND ASSUMPTION AGREEMENT


          ASSIGNMENT
AND ASSUMPTION AGREEMENT, dated as of ____________, 200__, among [NAME OF
ASSIGNING BANK] (“Assignor”) and [NAME OF ASSIGNEE] (“Assignee”).


Preliminary Statement


          1. This
Assignment and Assumption Agreement (this “Agreement”) relates to the Fourth
Amended and Restated Credit Agreement (as the same may be amended from time to
time, the “Loan Agreement”) dated as of December 22, 2010 among Acadia
Strategic Opportunity Fund II, LLC (“Borrower”), Acadia Realty Acquisition II,
LLC, Acadia Investors II, Inc., the lender(s) party thereto (each a “Lender”
and, collectively, “Lenders”) and Bank of America, N.A., as administrative
agent (“Administrative Agent”). All capitalized terms not otherwise defined
herein shall have the respective meanings set forth in the Loan Agreement.


          2. Subject
to the terms and conditions set forth in the Loan Agreement, Assignor has made
an Individual Commitment to Borrower in an aggregate principal amount of
$____________ (“Assignor’s Loan Commitment”).


          3. The
aggregate outstanding principal amount under Assignor’s Loan Commitment at the
commencement of business on the date hereof is $____________.


          4. Assignor
desires to assign to Assignee all of the rights of Assignor under the Loan
Agreement in respect of a portion of Assignor’s Loan Commitment and the Loans
and other extensions of credit made or participated in by Assignor pursuant
thereto, such portion being in an amount equal to $____________ (the “Assigned
Loan and Commitment”), of which $____________ is currently outstanding and
$____________ is still to be extended to Borrower pursuant to the Loan
Agreement; and Assignee desires to accept assignment of such rights and assume
the corresponding obligations from Assignor on such terms.


          NOW,
THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein, the parties hereto agree as follows:


          SECTION
1. Assignment. Assignor hereby assigns and sells to Assignee all of the
rights of Assignor under the Loan Agreement in and to the Assigned Loan and
Commitment, and Assignee hereby accepts such assignment from Assignor and
assumes all of the obligations of Assignor under the Loan Agreement with
respect to the Assigned Loan and Commitment, including, without limitation,
Assignor’s obligations with respect to the undisbursed portion, if any,
thereof. Upon the execution and delivery hereof by Assignor, Assignee, and (if
applicable) Administrative Agent and the payment of the amount specified in
Section 2 hereof required to be paid on the date hereof, (1) Assignee





shall, as of the commencement of business on the date hereof, succeed
to the rights and obligations of a Lender under the Loan Agreement with an
Individual Commitment in an amount equal to the Assigned Loan and Commitment, and
(2) the Individual Commitment of Assignor shall, as of the commencement of
business on the date hereof, be reduced correspondingly and Assignor released
from its obligations under the Loan Agreement to the extent such obligations
have been assumed by Assignee. Assignor represents and warrants that it (x)
owns the Assigned Loan and Commitment free and clear of all liens and other
encumbrances created by Assignor and (y) is legally authorized to enter into
and perform this Agreement. Except as provided in the immediately preceding
sentence, the assignment provided for herein shall be without representation or
warranty by, or recourse to, Assignor.


          SECTION 2. Payments.
As consideration for the assignment and sale contemplated in Section 1 hereof, Assignee
shall pay to Assignor on the date hereof, in immediately available funds, an
amount equal to the outstanding principal amount under the Assigned Loan and
Commitment recited in paragraph 4 of the Preliminary Statement above. Each of
Assignor and Assignee hereby agrees that if it receives any amount under the
Loan Agreement which is for the account of the other party hereto, it shall
receive the same for the account of such other party to the extent of such
other party’s interest therein and shall promptly pay the same to such other
party.


          SECTION 3. Consent;
Execution and Delivery of Notes. [This Agreement is conditioned upon the
consent of Administrative Agent pursuant to Section 10.10 of the Loan
Agreement. The execution of this Agreement by Administrative Agent is evidence
of this consent.] [Consents not required for certain assignments to
entities related to a Lender.] Pursuant to Section 10.10 of the Loan
Agreement, Borrower has agreed to execute and deliver Notes payable to the
respective orders of Assignee and Assignor to evidence the assignment and
assumption provided for herein. Assignee has designated as its Applicable
Lending Office, and as its address for notices, the office identified as such
below.


          SECTION 4. Non-Reliance
on Assignor. Assignor makes no representation or warranty in connection
with, and shall have no responsibility with respect to, the solvency, financial
condition, or statements of Borrower or any other party to any Credit Document,
or the validity and enforceability of the obligations of Borrower or any other
party to a Credit Document in respect of the Loan Agreement or any other Credit
Document. Assignee acknowledges that it has, independently and without reliance
on Assignor, any other Lender or Administrative Agent, and based on such
documents and information as it has deemed appropriate, made its own analysis
of the Collateral, credit analysis of Borrower and Guarantor and decision to
enter into this Agreement and will continue to be responsible for making its
own independent appraisal of the Collateral and of the business, affairs and
financial condition of Borrower and the other parties to the Credit Documents.


          SECTION 5. Governing
Law. This Agreement shall be governed by, and construed and enforced in
accordance with, the Laws of the State of New York (without giving effect to
New York’s principles of conflicts of law).


2





          SECTION 6. Counterparts.
This Agreement may be signed in any number of counterparts, each of which shall
be an original, with the same effect as if the signatures thereto and hereto
were upon the same instrument.


          SECTION 7. Certain
Representations and Agreements by Assignee. Assignee represents that it is
legally authorized to enter into and perform this Agreement. In addition,
Assignee hereby represents that it is entitled to receive any payments to be
made to it under the Loan Agreement or hereunder without the withholding of any
tax and agrees to furnish the evidence of such exemption as specified therein
and otherwise to comply with the provisions of Section 9.13 of the Loan
Agreement.


          IN WITNESS
WHEREOF, the parties have caused this Agreement to be executed and delivered by
their duly authorized officers as of the date first above written.


	
  

 	
  

 	
  

 
	
  

 	
 [NAME OF
 ASSIGNOR]

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
 Title:

 
	
  

 	
  

 	
  

 
	
  

 	
 [NAME OF
 ASSIGNEE]

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	

  


 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
 Title:

 






	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Assignee’s
 Applicable Lending Office and Address for Notices:

 
	
  

 	
  

 
	
  

 	
 [Assignee]

 	
  

 
	
  

 	
 [Address]

 	
  

 
	
  

 	
 Attention:

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Telephone:

 	
 (___) ________

 






	
  

 	
  

 	
  

 
	
  

 	
 BANK OF
 AMERICA, N.A.

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
 Title:

 


3





EXHIBIT J


RESERVED





EXHIBIT K


FORM OF INVESTOR REAFFIRMATIONS


[Attached]





[Investor
Reaffirmation -

Vanderbilt University to copy/print on letterhead]


	
  

 	
  

 
	
  

 	
 As of ____________, 2010

 



Bank of America, N.A., as Administrative Agent

One Bryant Park, 35th Floor

New York, New York 10036


	
  

 	
  

 	
  

 
	
  

 	
 Re:

 	
 Revolving Credit
Facility (the “Credit Facility”) established pursuant to that certain Credit
Agreement dated as of March 9, 2005 (the “Original Credit Agreement”),
among Acadia Strategic Opportunity Fund II, LLC (“Borrower”), Acadia Realty
Acquisition II, LLC (“Managing Member”), Acadia Investors II, Inc. (“Acadia
Investor”) and Fleet National Bank (“Fleet”), as amended and restated by that
certain Amended and Restated Credit Agreement dated as of March 21, 2006
(the “First Restated Credit Agreement”) among Borrower, Managing Member, Acadia
Investor, Bank of America, N.A., as successor by merger to Fleet (in its
individual capacity, “BofA”), The Bank of New York, now known as The Bank of
New York Mellon (“BNYM”; BNYM, BofA and each other lender which may become a
lender pursuant to such agreement, collectively, “Lenders”) and Bank of
America, N.A., as administrative agent (“Administrative Agent”), as amended
by Modification of Amended and Restated Credit Agreement dated as of
February 29, 2008 among Borrower, Managing Member, Acadia Investor, BofA,
BNYM and Administrative Agent (the “First Modification Agreement”), as
amended and restated by Second Amended and Restated Credit Agreement dated as
of February 27, 2009 among Borrower, Managing Member, Acadia Investor,
BofA, BNYM and Administrative Agent (the “Second Restated Credit Agreement”)
and by Third Amended and Restated Credit Agreement dated as of March 3,
2010 (the “Third Restated Credit Agreement”; the Original Credit Agreement,
as restated by the First Restated Credit Agreement, modified by the First
Modification Agreement, amended and restated by the Second Restated Credit
Agreement and amended and restated by the Third Restated Credit Agreement and
as amended, supplemented or otherwise modified from time to time,
collectively, the “Credit Agreement”) 

 



Ladies and Gentlemen:


          In
connection with the Credit Agreement, The Vanderbilt University executed and
delivered to Administrative Agent for Lenders a letter agreement dated
contemporaneously with the Credit Agreement (the “Investor Acknowledgment”),
which was assumed by Dore Capital Real Estate, L.P., a Delaware limited
partnership (“Investor”). Investor has been advised that Borrower has requested
that Lenders modify





the Credit Agreement to,
among other things, extend the maturity date of the Credit Agreement (such
modifications, the “Extension Modification”).


          Pursuant
to the Investor Acknowledgment and in order to induce Lenders to enter into the
Extension Modification, the undersigned hereby acknowledges and agrees as
follows (capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Investor Acknowledgment):


          1.
That certain Stockholders Agreement by and among Gloster LLC, Yale University,
The Vanderbilt University, Carnegie Corporation of New York, The Board of
Trustees of the Leland Stanford Junior University, State Street Bank and Trust
Company as Trustee for the Dupont Pension Trust and The William and Flora
Hewlett Foundation dated as of October 15, 2004 (effective as of
August 15, 2004) as amended by First Amendment to Stockholders Agreement
dated as of August 15, 2004 (the “Stockholders Agreement”) remains in full
force and effect and has not been modified.


          2.
Investor hereby acknowledges that the Investor Acknowledgment remains
unmodified and in full force and effect. As of the date hereof, (i) Investor’s
Remaining Capital Commitment is $____________, which may be drawn upon the
delivery of one or more Drawdown Notices pursuant to and in accordance with the
Stockholders Agreement and/or the Investor Acknowledgment and (ii) Investor
does not have any right of offset against, or reduction to, Investor’s
obligation to fund Investor’s undrawn Aggregate Capital Commitment.


          3.
Investor understands that Lenders and Administrative Agent will be relying upon
the statements and agreements made herein in connection with making the
Extension Modification available to Borrower.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Very truly yours,

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 DORE CAPITAL REAL ESTATE L.P., a Delaware limited
 liability partnership

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 Dore Capital Real Estate, LLC, its general partner

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
 Matthew W. Wright

 
	
  

 	
  

 	
  

 	
 President

 


2





          This
is to certify that this instrument was executed in my presence on the date
hereof by the parties whose signature appears above in the capacity indicated.


	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Notary Public

 
	
  

 	
  

 	
  

 
	
 My Commission Expires:

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	

 


 	
  

 	
  

 


3





EXHIBIT K
(Continued)


[Investor
Acknowledgment Reaffirmation -

Gloster LLC to copy/print on letterhead]


	
  

 	
  

 
	
  

 	
 As of ____________, 2010

 



Bank of America, N.A., as Administrative Agent

One Bryant Park, 35th Floor

New York, New York 10036


	
  

 	
  

 	
  

 
	
  

 	
 Re:

 	
 Revolving Credit
Facility (the “Credit Facility”) established pursuant to that certain Credit
Agreement dated as of March 9, 2005 (the “Original Credit Agreement”),
among Acadia Strategic Opportunity Fund II, LLC (“Borrower”), Acadia Realty
Acquisition II, LLC (“Managing Member”), Acadia Investors II, Inc. (“Acadia
Investor”) and Fleet National Bank (“Fleet”), as amended and restated by that
certain Amended and Restated Credit Agreement dated as of March 21, 2006
(the “First Restated Credit Agreement”) among Borrower, Managing Member,
Acadia Investor, Bank of America, N.A., as successor by merger to Fleet (in
its individual capacity, “BofA”), The Bank of New York, now known as The Bank
of New York Mellon (“BNYM”; BNYM, BofA and each other lender which may become
a lender pursuant to such agreement, collectively, “Lenders”) and Bank of
America, N.A., as administrative agent (“Administrative Agent”), as amended
by Modification of Amended and Restated Credit Agreement dated as of
February 29, 2008 among Borrower, Managing Member, Acadia Investor,
BofA, BNYM and Administrative Agent (the “First Modification Agreement”) and
as amended and restated by Second Amended and Restated Credit Agreement dated
as of February 27, 2009 among Borrower, Managing Member, Acadia
Investor, BofA, BNYM and Administrative Agent (the “Second Restated Credit
Agreement”) and by Third Amended and Restated Credit Agreement dated as of
March 3, 2010 (the “Third Restated Credit Agreement”; the Original
Credit Agreement, as restated by the First Restated Credit Agreement,
modified by the First Modification Agreement, amended and restated by the
Second Restated Credit Agreement and amended and restated by the Third
Restated Credit Agreement and as amended, supplemented or otherwise modified
from time to time, collectively, the “Credit Agreement”) 

 



Ladies and Gentlemen:


          In
connection with the Credit Agreement, the undersigned (“Investor”) executed and
delivered to Administrative Agent for Lenders a letter agreement dated
contemporaneously with the Credit Agreement (the “Investor Acknowledgment”).





Investor has been advised
that Borrower has requested that Lenders modify the Credit Agreement to, among
other things, extend the maturity date of the Credit Agreement (such
modifications, the “Extension Modification”).


          Pursuant
to the Investor Acknowledgment and in order to induce Lenders to enter into the
Extension Modification, the undersigned hereby acknowledges and agrees as
follows (capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Investor Acknowledgment):


          1.
That certain Stockholders Agreement by and among Gloster LLC, Yale University,
The Vanderbilt University, Carnegie Corporation of New York, The Board of
Trustees of the Leland Stanford Junior University, State Street Bank and Trust
Company as Trustee for the Dupont Pension Trust and The William and Flora
Hewlett Foundation dated as of October 15, 2004 (effective as of
August 15, 2004) as amended by First Amendment to Stockholders Agreement
dated as of August 15, 2004 (the “Stockholders Agreement”) remains in full
force and effect and has not been modified.


          2.
Investor hereby acknowledges that the Investor Acknowledgment remains
unmodified and in full force and effect. As of the date hereof, (i) Investor’s
Remaining Capital Commitment is $____________, which may be drawn upon the
delivery of one or more Drawdown Notices pursuant to and in accordance with the
Stockholders Agreement and/or the Investor Acknowledgment and (ii) Investor
does not have any right of offset against, or reduction to, Investor’s
obligation to fund Investor’s undrawn Aggregate Capital Commitment.


          3.
Investor understands that Lenders and Administrative Agent will be relying upon
the statements and agreements made herein in connection with making the
Extension Modification available to Borrower.


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Very truly yours,

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 GLOSTER, LLC

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 Fourth Century, LLC, its managing member

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By:

 	
 3C Corporation, its managing member

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 By

 	
  

 
	
  

 	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
 David F. Swensen

 
	
  

 	
  

 	
  

 	
  

 	
 President

 


2





          This
is to certify that this instrument was executed in my presence on the date
hereof by the parties whose signature appears above in the capacity indicated.


	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Notary Public

 
	
  

 	
  

 	
  

 
	
 My Commission Expires:

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	

 


 	
  

 	
  

 


3





EXHIBIT K
(Continued)


[Investor
Acknowledgment Reaffirmation -

Yale University to copy/print on letterhead]


	
  

 	
  

 
	
  

 	
 As of ____________, 2010

 



Bank of America, N.A., as Administrative Agent

One Bryant Park, 35th Floor

New York, New York 10036


	
  

 	
  

 	
  

 
	
  

 	
 Re:

 	
 Revolving Credit
Facility (the “Credit Facility”) established pursuant to that certain Credit
Agreement dated as of March 9, 2005 (the “Original Credit Agreement”),
among Acadia Strategic Opportunity Fund II, LLC (“Borrower”), Acadia Realty
Acquisition II, LLC (“Managing Member”), Acadia Investors II, Inc. (“Acadia
Investor”) and Fleet National Bank (“Fleet”), as amended and restated by that
certain Amended and Restated Credit Agreement dated as of March 21, 2006
(the “First Restated Credit Agreement”) among Borrower, Managing Member,
Acadia Investor, Bank of America, N.A., as successor by merger to Fleet (in
its individual capacity, “BofA”), The Bank of New York, now known as The Bank
of New York Mellon (“BNYM”; BNYM, BofA and each other lender which may become
a lender pursuant to such agreement, collectively, “Lenders”) and Bank of America,
N.A., as administrative agent (“Administrative Agent”), as amended by
Modification of Amended and Restated Credit Agreement dated as of
February 29, 2008 among Borrower, Managing Member, Acadia Investor,
BofA, BNYM and Administrative Agent (the “First Modification Agreement”) and
as amended and restated by Second Amended and Restated Credit Agreement dated
as of February 27, 2009 among Borrower, Managing Member, Acadia
Investor, BofA, BNYM and Administrative Agent (the “Second Restated Credit
Agreement”) and by Third Amended and Restated Credit Agreement dated as of
March 3, 2010 (the “Third Restated Credit Agreement”; the Original
Credit Agreement, as restated by the First Restated Credit Agreement,
modified by the First Modification Agreement, amended and restated by the
Second Restated Credit Agreement and amended and restated by the Third
Restated Credit Agreement and as amended, supplemented or otherwise modified
from time to time, collectively, the “Credit Agreement”) 

 



Ladies and Gentlemen:


          In
connection with the Credit Agreement, the undersigned (“Investor”) executed and
delivered to Administrative Agent for Lenders a letter agreement dated
contemporaneously with the Credit Agreement (the “Investor Acknowledgment”).





Investor has been advised
that Borrower has requested that Lenders modify the Credit Agreement to, among
other things, extend the maturity date of the Credit Agreement (such
modifications, the “Extension Modification”).


          Pursuant
to the Investor Acknowledgment and in order to induce Lenders to enter into the
Extension Modification, the undersigned hereby acknowledges and agrees as
follows (capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Investor Acknowledgment):


          1.
That certain Stockholders Agreement by and among Gloster LLC, Yale University,
The Vanderbilt University, Carnegie Corporation of New York, The Board of
Trustees of the Leland Stanford Junior University, State Street Bank and Trust
Company as Trustee for the Dupont Pension Trust and The William and Flora
Hewlett Foundation dated as of October 15, 2004 (effective as of
August 15, 2004) as amended by First Amendment to Stockholders Agreement
dated as of August 15, 2004 (the “Stockholders Agreement”) remains in full
force and effect and has not been modified.


          2.
Investor hereby acknowledges that the Investor Acknowledgment remains
unmodified and in full force and effect. As of the date hereof, (i) Investor’s
Remaining Capital Commitment is $____________, which may be drawn upon the
delivery of one or more Drawdown Notices pursuant to and in accordance with the
Stockholders Agreement and/or the Investor Acknowledgment and (ii) Investor
does not have any right of offset against, or reduction to, Investor’s
obligation to fund Investor’s undrawn Aggregate Capital Commitment.


          3.
Investor understands that Lenders and Administrative Agent will be relying upon
the statements and agreements made herein in connection with making the Extension
Modification available to Borrower.


	
  

 	
  

 	
  

 
	
  

 	
 Very truly yours,

 
	
  

 	
  

 	
  

 
	
  

 	
 YALE UNIVERSITY

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 David F. Swensen

 
	
  

 	
  

 	
 Chief Investment Officer

 


2





          This
is to certify that this instrument was executed in my presence on the date
hereof by the parties whose signature appears above in the capacity indicated.


	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Notary Public

 
	
  

 	
  

 	
  

 
	
 My Commission Expires:

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	

 


 	
  

 	
  

 


3





EXHIBIT K
(Continued)


[Investor
Acknowledgment Reaffirmation -

Stanford to copy/print on letterhead]


	
  

 	
  

 
	
  

 	
 As of ____________, 2010

 



Bank of America, N.A., as Administrative Agent

One Bryant Park, 35th Floor

New York, New York 10036


	
  

 	
  

 	
  

 
	
  

 	
 Re:

 	
 Revolving Credit
Facility (the “Credit Facility”) established pursuant to that certain Credit
Agreement dated as of March 9, 2005 (the “Original Credit Agreement”),
among Acadia Strategic Opportunity Fund II, LLC (“Borrower”), Acadia Realty
Acquisition II, LLC (“Managing Member”), Acadia Investors II, Inc. (“Acadia
Investor”) and Fleet National Bank (“Fleet”), as amended and restated by that
certain Amended and Restated Credit Agreement dated as of March 21, 2006
(the “First Restated Credit Agreement”) among Borrower, Managing Member,
Acadia Investor, Bank of America, N.A., as successor by merger to Fleet (in
its individual capacity, “BofA”), The Bank of New York, now known as The Bank
of New York Mellon (“BNYM”; BNYM, BofA and each other lender which may become
a lender pursuant to such agreement, collectively, “Lenders”) and Bank of
America, N.A., as administrative agent (“Administrative Agent”), as amended
by Modification of Amended and Restated Credit Agreement dated as of
February 29, 2008 among Borrower, Managing Member, Acadia Investor,
BofA, BNYM and Administrative Agent (the “First Modification Agreement”) and
as amended and restated by Second Amended and Restated Credit Agreement dated
as of February 27, 2009 among Borrower, Managing Member, Acadia
Investor, BofA, BNYM and Administrative Agent (the “Second Restated Credit
Agreement”) and by Third Amended and Restated Credit Agreement dated as of
March 3, 2010 (the “Third Restated Credit Agreement”; the Original
Credit Agreement, as restated by the First Restated Credit Agreement,
modified by the First Modification Agreement, amended and restated by the
Second Restated Credit Agreement and amended and restated by the Third
Restated Credit Agreement and as amended, supplemented or otherwise modified
from time to time, collectively, the “Credit Agreement”) 

 



Ladies and Gentlemen:


          In
connection with the Credit Agreement, the undersigned (“Investor”) executed and
delivered to Administrative Agent for Lenders a letter agreement dated
contemporaneously with the Credit Agreement (the “Investor Acknowledgment”).





Investor has been advised
that Borrower has requested that Lenders modify the Credit Agreement to, among
other things, extend the maturity date of the Credit Agreement (such
modifications, the “Extension Modification”).


          Pursuant
to the Investor Acknowledgment and in order to induce Lenders to enter into the
Extension Modification, the undersigned hereby acknowledges and agrees as
follows (capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Investor Acknowledgment):


          1.
That certain Stockholders Agreement by and among Gloster LLC, Yale University,
The Vanderbilt University, Carnegie Corporation of New York, The Board of
Trustees of the Leland Stanford Junior University, State Street Bank and Trust
Company as Trustee for the Dupont Pension Trust and The William and Flora
Hewlett Foundation dated as of October 15, 2004 (effective as of
August 15, 2004) as amended by First Amendment to Stockholders Agreement
dated as of August 15, 2004 (the “Stockholders Agreement”) remains in full
force and effect and has not been modified.


          2.
Investor hereby acknowledges that the Investor Acknowledgment remains
unmodified and in full force and effect. As of the date hereof, (i) Investor’s
Remaining Capital Commitment is $____________, which may be drawn upon the delivery
of one or more Drawdown Notices pursuant to and in accordance with the
Stockholders Agreement and/or the Investor Acknowledgment and (ii) Investor
does not have any right of offset against, or reduction to, Investor’s
obligation to fund Investor’s undrawn Aggregate Capital Commitment.


          3.
Investor understands that Lenders and Administrative Agent will be relying upon
the statements and agreements made herein in connection with making the
Extension Modification available to Borrower.


	
  

 	
  

 	
  

 
	
  

 	
 Very truly yours,

 
	
  

 	
  

 	
  

 
	
  

 	
 THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR
 UNIVERSITY

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Laudan Nabizadeh

 
	
  

 	
  

 	
 Director, Real Estate & Natural Resources
 Investments

 


2





          This
is to certify that this instrument was executed in my presence on the date
hereof by the parties whose signature appears above in the capacity indicated.


	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Notary Public

 
	
  

 	
  

 	
  

 
	
 My Commission Expires:

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	

 


 	
  

 	
  

 


3





EXHIBIT K
(Continued)


[Investor
Acknowledgment Reaffirmation -

State Street/Dupont to copy/print on letterhead]


	
  

 	
  

 
	
  

 	
 As of ____________, 2010

 



Bank of America, N.A., as Administrative Agent

One Bryant Park, 35th Floor

New York, New York 10036


	
  

 	
  

 	
  

 
	
  

 	
 Re:

 	
 Revolving Credit
Facility (the “Credit Facility”) established pursuant to that certain Credit
Agreement dated as of March 9, 2005 (the “Original Credit Agreement”),
among Acadia Strategic Opportunity Fund II, LLC (“Borrower”), Acadia Realty
Acquisition II, LLC (“Managing Member”), Acadia Investors II, Inc. (“Acadia
Investor”) and Fleet National Bank (“Fleet”), as amended and restated by that
certain Amended and Restated Credit Agreement dated as of March 21, 2006
(the “First Restated Credit Agreement”) among Borrower, Managing Member,
Acadia Investor, Bank of America, N.A., as successor by merger to Fleet (in
its individual capacity, “BofA”), The Bank of New York, now known as The Bank
of New York Mellon (“BNYM”; BNYM, BofA and each other lender which may become
a lender pursuant to such agreement, collectively, “Lenders”) and Bank of
America, N.A., as administrative agent (“Administrative Agent”), as amended
by Modification of Amended and Restated Credit Agreement dated as of
February 29, 2008 among Borrower, Managing Member, Acadia Investor,
BofA, BNYM and Administrative Agent (the “First Modification Agreement”) and
as amended and restated by Second Amended and Restated Credit Agreement dated
as of February 27, 2009 among Borrower, Managing Member, Acadia
Investor, BofA, BNYM and Administrative Agent (the “Second Restated Credit
Agreement”) and by Third Amended and Restated Credit Agreement dated as of
March 3, 2010 (the “Third Restated Credit Agreement”; the Original
Credit Agreement, as restated by the First Restated Credit Agreement,
modified by the First Modification Agreement, amended and restated by the
Second Restated Credit Agreement and amended and restated by the Third
Restated Credit Agreement and as amended, supplemented or otherwise modified
from time to time, collectively, the “Credit Agreement”) 

 



Ladies and Gentlemen:


          In
connection with the Credit Agreement, the undersigned (“Investor”) executed and
delivered to Administrative Agent for Lenders a letter agreement dated
contemporaneously with the Credit Agreement (the “Investor Acknowledgment”).





Investor has been advised
that Borrower has requested that Lenders modify the Credit Agreement to, among
other things, extend the maturity date of the Credit Agreement (such
modifications, the “Extension Modification”).


          Pursuant
to the Investor Acknowledgment and in order to induce Lenders to enter into the
Extension Modification, the undersigned hereby acknowledges and agrees as
follows (capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Investor Acknowledgment):


          1.
That certain Stockholders Agreement by and among Gloster LLC, Yale University,
The Vanderbilt University, Carnegie Corporation of New York, The Board of
Trustees of the Leland Stanford Junior University, State Street Bank and Trust
Company as Trustee for the Dupont Pension Trust and The William and Flora
Hewlett Foundation dated as of October 15, 2004 (effective as of
August 15, 2004) as amended by First Amendment to Stockholders Agreement
dated as of August 15, 2004 (the “Stockholders Agreement”) remains in full
force and effect and has not been modified.


          2.
Investor hereby acknowledges that the Investor Acknowledgment remains
unmodified and in full force and effect. As of the date hereof, (i) Investor’s
Remaining Capital Commitment is $____________, which may be drawn upon the
delivery of one or more Drawdown Notices pursuant to and in accordance with the
Stockholders Agreement and/or the Investor Acknowledgment and (ii) Investor
does not have any right of offset against, or reduction to, Investor’s
obligation to fund Investor’s undrawn Aggregate Capital Commitment.


          3.
Investor understands that Lenders and Administrative Agent will be relying upon
the statements and agreements made herein in connection with making the
Extension Modification available to Borrower.


	
  

 	
  

 	
  

 
	
  

 	
 Very truly yours,

 
	
  

 	
  

 	
  

 
	
  

 	
 STATE STREET BANK AND TRUST COMPANY, as Trustee for
 the DuPont Pension Trust

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
 Title:

 


2





          This
is to certify that this instrument was executed in my presence on the date
hereof by the parties whose signature appears above in the capacity indicated.


	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Notary Public

 
	
  

 	
  

 	
  

 
	
 My Commission Expires:

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	

 


 	
  

 	
  

 


3





EXHIBIT K
(Continued)


[Investor Acknowledgment Reaffirmation -

Carnegie Corp. to copy/print on letterhead]


	
  

 	
  

 
	
  

 	
 As of
 ____________, 2010

 



Bank of
America, N.A., as Administrative Agent

One Bryant Park, 35th Floor

New York, New York 10036


	
  

 	
  

 	
  

 
	
  

 	
 Re:

 	
 Revolving Credit Facility (the “Credit Facility”) established
pursuant to that certain Credit Agreement dated as of March 9, 2005 (the
“Original Credit Agreement”), among Acadia Strategic Opportunity Fund II, LLC
(“Borrower”), Acadia Realty Acquisition II, LLC (“Managing Member”), Acadia
Investors II, Inc. (“Acadia Investor”) and Fleet National Bank (“Fleet”), as
amended and restated by that certain Amended and Restated Credit Agreement
dated as of March 21, 2006 (the “First Restated Credit Agreement”) among
Borrower, Managing Member, Acadia Investor, Bank of America, N.A., as
successor by merger to Fleet (in its individual capacity, “BofA”), The Bank
of New York, now known as The Bank of New York Mellon (“BNYM”; BNYM, BofA and
each other lender which may become a lender pursuant to such agreement,
collectively, “Lenders”) and Bank of America, N.A., as administrative agent
(“Administrative Agent”), as amended by Modification of Amended and Restated
Credit Agreement dated as of February 29, 2008 among Borrower, Managing
Member, Acadia Investor, BofA, BNYM and Administrative Agent (the “First
Modification Agreement”) and as amended and restated by Second Amended and
Restated Credit Agreement dated as of February 27, 2009 among Borrower,
Managing Member, Acadia Investor, BofA, BNYM and Administrative Agent (the
“Second Restated Credit Agreement”) and by Third Amended and Restated Credit
Agreement dated as of March 3, 2010 (the “Third Restated Credit
Agreement”; the Original Credit Agreement, as restated by the First Restated
Credit Agreement, modified by the First Modification Agreement, amended and
restated by the Second Restated Credit Agreement and amended and restated by
the Third Restated Credit Agreement and as amended, supplemented or otherwise
modified from time to time, collectively, the “Credit Agreement”) 

 





Ladies and
Gentlemen:


          In
connection with the Credit Agreement, the undersigned (“Investor”) executed and
delivered to Administrative Agent for Lenders a letter agreement dated
contemporaneously with the Credit Agreement (the “Investor Acknowledgment”). 





Investor has been advised that Borrower has requested that Lenders
modify the Credit Agreement to, among other things, extend the maturity date of
the Credit Agreement (such modifications, the “Extension Modification”).


          Pursuant to
the Investor Acknowledgment and in order to induce Lenders to enter into the
Extension Modification, the undersigned hereby acknowledges and agrees as
follows (capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Investor Acknowledgment):


          1. That
certain Stockholders Agreement by and among Gloster LLC, Yale University, The
Vanderbilt University, Carnegie Corporation of New York, The Board of Trustees
of the Leland Stanford Junior University, State Street Bank and Trust Company
as Trustee for the Dupont Pension Trust and The William and Flora Hewlett
Foundation dated as of October 15, 2004 (effective as of August 15,
2004) as amended by First Amendment to Stockholders Agreement dated as of
August 15, 2004 (the “Stockholders Agreement”) remains in full force and
effect and has not been modified.


          2. Investor
hereby acknowledges that the Investor Acknowledgment remains unmodified and in
full force and effect. As of the date hereof, (i) Investor’s Remaining Capital
Commitment is $____________, which may be drawn upon the delivery of one or
more Drawdown Notices pursuant to and in accordance with the Stockholders
Agreement and/or the Investor Acknowledgment and (ii) Investor does not have
any right of offset against, or reduction to, Investor’s obligation to fund
Investor’s undrawn Aggregate Capital Commitment.


          3. Investor
understands that Lenders and Administrative Agent will be relying upon the
statements and agreements made herein in connection with making the Extension
Modification available to Borrower.


	
  

 	
  

 	
  

 
	
  

 	
 Very truly
 yours,

 
	
  

 	
  

 
	
  

 	
 CARNEGIE
 CORPORATION OF NEW YORK

 
	
  

 	
  

 
	
  

 	
 By

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 D. Ellen
 Shuman

 
	
  

 	
  

 	
 Vice
 President and Chief Investment Officer

 


2





          This is to
certify that this instrument was executed in my presence on the date hereof by
the parties whose signature appears above in the capacity indicated.


	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Notary
 Public

 
	
  

 	
  

 	
  

 
	
 My
 Commission Expires:

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	

 


 	
  

 	
  

 


3





EXHIBIT K (Continued)


[Investor Acknowledgment Reaffirmation -

Hewlett Foundation to copy/print on letterhead]


	
  

 	
  

 
	
  

 	
 As of
 ____________, 2010

 



Bank of
America, N.A., as Administrative Agent

One Bryant Park, 35th Floor

New York, New York 10036


	
  

 	
  

 	
  

 
	
  

 	
 Re:

 	
 Revolving Credit Facility (the “Credit Facility”) established
pursuant to that certain Credit Agreement dated as of March 9, 2005 (the
“Original Credit Agreement”), among Acadia Strategic Opportunity Fund II, LLC
(“Borrower”), Acadia Realty Acquisition II, LLC (“Managing Member”), Acadia
Investors II, Inc. (“Acadia Investor”) and Fleet National Bank (“Fleet”), as
amended and restated by that certain Amended and Restated Credit Agreement
dated as of March 21, 2006 (the “First Restated Credit Agreement”) among
Borrower, Managing Member, Acadia Investor, Bank of America, N.A., as
successor by merger to Fleet (in its individual capacity, “BofA”), The Bank
of New York, now known as The Bank of New York Mellon (“BNYM”; BNYM, BofA and
each other lender which may become a lender pursuant to such agreement,
collectively, “Lenders”) and Bank of America, N.A., as administrative agent
(“Administrative Agent”), as amended by Modification of Amended and Restated
Credit Agreement dated as of February 29, 2008 among Borrower, Managing
Member, Acadia Investor, BofA, BNYM and Administrative Agent (the “First
Modification Agreement”) and as amended and restated by Second Amended and
Restated Credit Agreement dated as of February 27, 2009 among Borrower,
Managing Member, Acadia Investor, BofA, BNYM and Administrative Agent (the
“Second Restated Credit Agreement”) and by Third Amended and Restated Credit
Agreement dated as of March 3, 2010 (the “Third Restated Credit
Agreement”; the Original Credit Agreement, as restated by the First Restated
Credit Agreement, modified by the First Modification Agreement, amended and
restated by the Second Restated Credit Agreement and amended and restated by
the Third Restated Credit Agreement and as amended, supplemented or otherwise
modified from time to time, collectively, the “Credit Agreement”) 

 





Ladies and
Gentlemen:


          In
connection with the Credit Agreement, the undersigned (“Investor”) executed and
delivered to Administrative Agent for Lenders a letter agreement dated
contemporaneously with the Credit Agreement (the “Investor Acknowledgment”). 





Investor has been advised that Borrower has requested that Lenders
modify the Credit Agreement to, among other things, extend the maturity date of
the Credit Agreement. In connection with the extension, Borrower has agreed
that the maximum principal amount of the credit facility under the Credit
Agreement will be $40,000,000 and has agreed to increase the “Applicable
Margin” (as such quoted term is defined in the Credit Agreement) (such
modifications, the “Extension Modification”).


          Pursuant to
the Investor Acknowledgment and in order to induce Lenders to enter into the
Extension Modification, the undersigned hereby acknowledges and agrees as
follows (capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Investor Acknowledgment):


          1. That
certain Stockholders Agreement by and among Gloster LLC, Yale University, The
Vanderbilt University, Carnegie Corporation of New York, The Board of Trustees
of the Leland Stanford Junior University, State Street Bank and Trust Company
as Trustee for the Dupont Pension Trust and The William and Flora Hewlett
Foundation dated as of October 15, 2004 (effective as of August 15,
2004) as amended by First Amendment to Stockholders Agreement dated as of
August 15, 2004 (the “Stockholders Agreement”) remains in full force and
effect and has not been modified.


          2. Investor
hereby acknowledges that the Investor Acknowledgment remains unmodified and in
full force and effect. As of the date hereof, (i) Investor’s Remaining Capital
Commitment is $____________, which may be drawn upon the delivery of one or
more Drawdown Notices pursuant to and in accordance with the Stockholders
Agreement and/or the Investor Acknowledgment and (ii) Investor does not have
any right of offset against, or reduction to, Investor’s obligation to fund
Investor’s undrawn Aggregate Capital Commitment.


          3. Investor
understands that Lenders and Administrative Agent will be relying upon the
statements and agreements made herein in connection with making the Extension
Modification available to Borrower.


	
  

 	
  

 	
  

 
	
  

 	
 Very truly
 yours,

 
	
  

 	
  

 	
  

 
	
  

 	
 THE WILLIAM
 AND FLORA HEWLETT FOUNDATION

 
	
  

 	
  

 
	
  

 	
 By

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Laurance R.
 Hoagland, Jr.

 
	
  

 	
  

 	
 Vice
 President and Chief Investment Officer

 


2





          This
is to certify that this instrument was executed in my presence on the date
hereof by the parties whose signature appears above in the capacity indicated.


	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Notary
 Public

 
	
  

 	
  

 	
  

 
	
 My
 Commission Expires:

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	

 


 	
  

 	
  

 


3





EXHIBIT L


FORM OF GLOSTER PRINCIPAL REAFFIRMATION


[Attached]





[Guaranty Reaffirmation - copy/print on Yale
letterhead]


	
  

 	
  

 
	
  

 	
 ____________,
 2010

 



Bank of
America, N.A., as Administrative Agent

One Bryant Park, 35th Floor

New York, New York 10036


	
  

 	
  

 	
  

 
	
  

 	
 Re:

 	
 Revolving Credit Facility (the “Credit Facility”) established
pursuant to that certain Credit Agreement dated as of March 9, 2005 (the
“Original Credit Agreement”), among Acadia Strategic Opportunity Fund II, LLC
(“Borrower”), Acadia Realty Acquisition II, LLC (“Managing Member”), Acadia
Investors II, Inc. (“Acadia Investor”) and Fleet National Bank (“Fleet”), as
amended and restated by that certain Amended and Restated Credit Agreement
dated as of March 21, 2006 (the “First Restated Credit Agreement”) among
Borrower, Managing Member, Acadia Investor, Bank of America, N.A., as
successor by merger to Fleet (in its individual capacity, “BofA”), The Bank
of New York, now known as The Bank of New York Mellon (“BNYM”; BNYM, BofA and
each other lender which may become a lender pursuant to such agreement,
collectively, “Lenders”) and Bank of America, N.A., as administrative agent
(“Administrative Agent”), as amended by Modification of Amended and Restated
Credit Agreement dated as of February 29, 2008 among Borrower, Managing
Member, Acadia Investor, BofA, BNYM and Administrative Agent (the “First
Modification Agreement”) and as amended and restated by Second Amended and
Restated Credit Agreement dated as of February 27, 2009 among Borrower,
Managing Member, Acadia Investor, BofA, BNYM and Administrative Agent (the
“Second Restated Credit Agreement”) and by Third Amended and Restated Credit
Agreement dated as of March 3, 2010 (the “Third Restated Credit
Agreement”; the Original Credit Agreement, as restated by the First Restated
Credit Agreement, modified by the First Modification Agreement, amended and
restated by the Second Restated Credit Agreement and amended and restated by
the Third Restated Credit Agreement and as amended, supplemented or otherwise
modified from time to time, collectively, the “Credit Agreement”) 

 





Ladies and
Gentlemen:


          In
connection with the Credit Agreement, the undersigned (“Guarantor”) executed
and delivered to Administrative Agent for Lenders a Guaranty dated as of March 21,
2006 (the “Guaranty”). Guarantor has been advised that Borrower has requested
that 





Lenders modify the Credit Agreement to, among other things, extend the
Maturity Date of the Credit Agreement (such modifications, the “Extension
Modification”).


          In order to
induce Lenders to enter into the Extension Modification, the undersigned hereby
acknowledges and agrees as follows (capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to them in the Guaranty):


          1.
Guarantor hereby acknowledges that the Guaranty remains unmodified and in full
force and effect.


          2.
Guarantor understands that Lenders and Administrative Agent will be relying
upon the statements and agreements made herein in connection with making the
Extension Modification available to Borrower.


	
  

 	
  

 	
  

 
	
  

 	
 Very truly
 yours,

 
	
  

 	
  

 
	
  

 	
 YALE
 UNIVERSITY

 
	
  

 	
  

 
	
  

 	
 By

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 David F.
 Swensen

 
	
  

 	
  

 	
 Chief
 Investment Officer

 


          This is to
certify that this instrument was executed in my presence on the date hereof by
the parties whose signature appears above in the capacity indicated.


	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Notary
 Public

 
	
  

 	
  

 	
  

 
	
 My
 Commission Expires:

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	

 


 	
  

 	
  

 


2





EXHIBIT L
(Continued)


[Comfort Letter Reaffirmation - copy/print on
Yale letterhead]


	
  

 	
  

 
	
  

 	
 As of
 ____________, 2010

 



Bank of
America, N.A., as Administrative Agent

One Bryant Park, 35th Floor

New York, New York 10036


	
  

 	
  

 	
  

 
	
  

 	
 Re:

 	
 Revolving Credit Facility (the “Credit Facility”) established
pursuant to that certain Credit Agreement dated as of March 9, 2005 (the
“Original Credit Agreement”), among Acadia Strategic Opportunity Fund II, LLC
(“Borrower”), Acadia Realty Acquisition II, LLC (“Managing Member”), Acadia
Investors II, Inc. (“Acadia Investor”) and Fleet National Bank (“Fleet”), as
amended and restated by that certain Amended and Restated Credit Agreement
dated as of March 21, 2006 (the “First Restated Credit Agreement”) among
Borrower, Managing Member, Acadia Investor, Bank of America, N.A., as
successor by merger to Fleet (in its individual capacity, “BofA”), The Bank
of New York, now known as The Bank of New York Mellon (“BNYM”; BNYM, BofA and
each other lender which may become a lender pursuant to such agreement,
collectively, “Lenders”) and Bank of America, N.A., as administrative agent
(“Administrative Agent”), as amended by Modification of Amended and Restated
Credit Agreement dated as of February 29, 2008 among Borrower, Managing
Member, Acadia Investor, BofA, BNYM and Administrative Agent (the “First
Modification Agreement”) and as amended and restated by Second Amended and
Restated Credit Agreement dated as of February 27, 2009 among Borrower,
Managing Member, Acadia Investor, BofA, BNYM and Administrative Agent (the
“Second Restated Credit Agreement”) and by Third Amended and Restated Credit
Agreement dated as of March 3, 2010 (the “Third Restated Credit
Agreement”; the Original Credit Agreement, as restated by the First Restated
Credit Agreement, modified by the First Modification Agreement, amended and
restated by the Second Restated Credit Agreement and amended and restated by
the Third Restated Credit Agreement and as amended, supplemented or otherwise
modified from time to time, collectively, the “Credit Agreement”) 

 





Ladies and
Gentlemen:


          In
connection with the Credit Agreement, the undersigned (collectively, “Gloster
Affiliates”) executed and delivered to Administrative Agent for Lenders a
letter agreement dated contemporaneously with the Credit Agreement (the
“Comfort Letter”). The Gloster Affiliates have been advised that Borrower has
requested that Lenders modify the Credit Agreement to, among other things,
extend the Maturity Date of the Credit Agreement (such modifications, the
“Extension Modification”).





          In order to
induce Lenders to enter into the Extension Modification, the undersigned hereby
acknowledge and agree as follows (capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to them in the Comfort
Letter):


          1. The
Gloster Affiliates hereby acknowledge that the Comfort Letter remains
unmodified and in full force and effect.


          2. The
Gloster Affiliates understand that Lenders and Administrative Agent will be
relying upon the statements and agreements made herein in connection with
making the Extension Modification available to Borrower.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Very truly
 yours,

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 FOURTH
 CENTURY, LLC

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 3C
 Corporation, as Manager

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
 Dale F.
 Swensen

 
	
  

 	
  

 	
  

 	
 President

 
	
  

 	
  

 
	
  

 	
 YALE
 UNIVERSITY RETIREMENT PLAN FOR STAFF EMPLOYEES

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 Yale
 University, as Administrator

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
 Dale F.
 Swensen

 
	
  

 	
  

 	
  

 	
 Chief
 Investment Officer

 
	
  

 	
  

 
	
  

 	
 YALE
 UNIVERSITY RETIREE HEALTH BENEFITS COVERAGE TRUST

 
	
  

 	
  

 
	
  

 	
 By:

 	
 Yale
 University, as Trustee

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
 Dale F.
 Swensen

 
	
  

 	
  

 	
  

 	
 Chief
 Investment Officer

 


2





          This is to
certify that this instrument was executed in my presence on the date hereof by
the parties whose signature appears above in the capacity indicated.


	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Notary
 Public

 
	
  

 	
  

 	
  

 
	
 My
 Commission Expires:

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	

 


 	
  

 	
  

 


3





EXHIBIT M


FORM OF VANDERBILT PRINCIPAL REAFFIRMATION


[Guaranty Reaffirmation - copy/print on Vanderbilt
letterhead]


	
  

 	
  

 
	
  

 	
 ____________,
 2010

 



Bank of
America, N.A., as Administrative Agent

One Bryant Park, 35th Floor

New York, New York 10036


	
  

 	
  

 	
  

 
	
  

 	
 Re:

 	
 Revolving Credit Facility (the “Credit Facility”) established
pursuant to that certain Credit Agreement dated as of March 9, 2005 (the
“Original Credit Agreement”), among Acadia Strategic Opportunity Fund II, LLC
(“Borrower”), Acadia Realty Acquisition II, LLC (“Managing Member”), Acadia
Investors II, Inc. (“Acadia Investor”) and Fleet National Bank (“Fleet”), as
amended and restated by that certain Amended and Restated Credit Agreement
dated as of March 21, 2006 (the “First Restated Credit Agreement”) among
Borrower, Managing Member, Acadia Investor, Bank of America, N.A., as
successor by merger to Fleet (in its individual capacity, “BofA”), The Bank
of New York, now known as The Bank of New York Mellon (“BNYM”; BNYM, BofA and
each other lender which may become a lender pursuant to such agreement,
collectively, “Lenders”) and Bank of America, N.A., as administrative agent
(“Administrative Agent”), as amended by Modification of Amended and Restated
Credit Agreement dated as of February 29, 2008 among Borrower, Managing
Member, Acadia Investor, BofA, BNYM and Administrative Agent (the “First
Modification Agreement”) and as amended and restated by Second Amended and
Restated Credit Agreement dated as of February 27, 2009 among Borrower,
Managing Member, Acadia Investor, BofA, BNYM and Administrative Agent (the
“Second Restated Credit Agreement”) and by Third Amended and Restated Credit
Agreement dated as of March 3, 2010 (the “Third Restated Credit
Agreement”; the Original Credit Agreement, as restated by the First Restated
Credit Agreement, modified by the First Modification Agreement, amended and
restated by the Second Restated Credit Agreement and amended and restated by
the Third Restated Credit Agreement and as amended, supplemented or otherwise
modified from time to time, collectively, the “Credit Agreement”) 

 





Ladies and
Gentlemen:


          In
connection with the Credit Agreement, the undersigned (“Guarantor”) executed
and delivered to Administrative Agent for Lenders a Guaranty of Capital dated
as of March 3, 2010 (the “Guaranty”). Guarantor has been advised that
Borrower has requested that Lenders modify the Credit Agreement to, among other
things, extend the 





Maturity Date of the Credit Agreement (such modifications, the
“Extension Modification”).


          In order to
induce Lenders to enter into the Extension Modification, the undersigned hereby
acknowledges and agrees as follows (capitalized terms used herein and not
otherwise defined shall have the meanings ascribed to them in the Guaranty):


          3.
Guarantor hereby acknowledges that the Guaranty remains unmodified and in full
force and effect.


          4.
Guarantor understands that Lenders and Administrative Agent will be relying
upon the statements and agreements made herein in connection with making the
Extension Modification available to Borrower.


	
  

 	
  

 	
  

 
	
  

 	
 Very truly
 yours,

 
	
  

 	
  

 	
  

 
	
  

 	
 VANDERBILT
 UNIVERSITY

 
	
  

 	
  

 	
  

 
	
  

 	
 By

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Matthew W.
 Wright

 
	
  

 	
  

 	
 Vice
 Chancellor for Investments

 


          This is to
certify that this instrument was executed in my presence on the date hereof by
the party whose signature appears above in the capacity indicated.


	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Notary
 Public

 
	
  

 	
  

 	
  

 
	
 My
 Commission Expires:

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	

 


 	
  

 	
  

 


2





EXHIBIT N


SOURCES AND USES STATEMENT


[Attached]


i








	
  

 
	
 Acadia Strategic Opportunity
 Fund II, LLC

 
	
 At September
 30, 2010

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Sources of Funds

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 
	
 161st Street, cash in escrow

 	
  

 	
 $

 	
 1,481,000

 	
  

 	
 $

 	
 1,481,000

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 
	
 Canarsie, gross incremental proceeds (above $48M), original scope

 	
  

 	
 $

 	
 10,000,000

 	
  

 	
  

 	
  

 	
  

 
	
 Canarsie, $10M loan costs

 	
  

 	
 $

 	
 (330,000

 	
 )

 	
  

 	
  

 	
  

 
	
 Canarsie, gross incremental proceeds (above $58M), PetSmart

 	
  

 	
 $

 	
 4,200,000

 	
  

 	
  

 	
  

 	
  

 
	
 Canarsie, $4.2M loan costs

 	
  

 	
 $

 	
 (153,000

 	
 )

 	
 $

 	
 13,717,000

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 
	
 City Point, cash in escrow (bond financing, etc.)

 	
  

 	
 $

 	
 21,222,000

 	
  

 	
  

 	
  

 	
  

 
	
 City Point, Phase 2 resi recapitalization (market rate housing)

 	
  

 	
 $

 	
 18,000,000

 	
  

 	
 $

 	
 39,222,000

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 
	
  

 
	

 


 
	
 Oakbrook, net sale proceeds

 	
  

 	
 $

 	
 7,950,000

 	
  

 	
 $

 	
 7,950,000

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 
	
 Pelham, cash in escrow

 	
  

 	
 $

 	
 1,216,000

 	
  

 	
  

 	
  

 	
  

 
	
 Pelham, incremental loan proceeds, existing debt

 	
  

 	
 $

 	
 2,446,000

 	
  

 	
 $

 	
 3,662,000

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 
	
 Net cash flow (through 12.2010) 

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 161st Street

 	
  

 	
 $

 	
 2,294,000

 	
  

 	
  

 	
  

 	
  

 
	
 216th Street

 	
  

 	
 $

 	
 740,000

 	
  

 	
  

 	
  

 	
  

 
	
 Atlantic Avenue

 	
  

 	
 $

 	
 128,000

 	
  

 	
  

 	
  

 	
  

 
	
 Canarsie Plaza

 	
  

 	
 $

 	
 3,822,000

 	
  

 	
  

 	
  

 	
  

 
	
 City Point

 	
  

 	
 $

 	
 —

 	
  

 	
  

 	
  

 	
  

 
	
 Fordham Place (CF sweep)

 	
  

 	
 $

 	
 —

 	
  

 	
  

 	
  

 	
  

 
	
 Liberty Avenue

 	
  

 	
 $

 	
 1,833,000

 	
  

 	
  

 	
  

 	
  

 
	
 Pelham Manor

 	
  

 	
 $

 	
 2,772,000

 	
  

 	
  

 	
  

 	
  

 
	
 Sherman Plaza

 	
  

 	
 $

 	
 —

 	
  

 	
  

 	
  

 	
  

 
	
 Oakbrook Center Nieman Marcus (10.2010 thru 01.15.2011)

 	
  

 	
 $

 	
 241,000

 	
  

 	
  

 	
  

 	
  

 
	
 Contingency @ 5%

 	
  

 	
 $

 	
 (591,000

 	
 )

 	
 $

 	
 11,239,000

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Cash and cash equivalents

 	
  

 	
 $

 	
 2,643,000

 	
  

 	
  

 	
  

 	
  

 
	
 Unfunded capital commitments

 	
  

 	
 $

 	
 50,385,000

 	
  

 	
  

 	
  

 	
  

 
	
 Working capital requirement

 	
  

 	
 $

 	
 (10,000,000

 	
 )

 	
 $

 	
 43,028,000

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Total

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 120,299,000

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Net Source or (Use)

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 (60,000

 	
 )

 
	
 Less: Loan Balance

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 (40,000,000

 	
 )

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 
	
 Funds required from other sources to repay Loan

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 (40,060,000

 	
 )

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Uses of Funds

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 
	
 161st Street, construction, Einstein

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 (1,349,000

 	
 )

 	
  

 	
  

 	
  

 
	
 161st Street, construction, Legal Aid

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 (414,000

 	
 )

 	
  

 	
  

 	
  

 
	
 161st Street, construction, Walgreens

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 (521,000

 	
 )

 	
  

 	
  

 	
  

 
	
 161st Street, construction, infrastructure

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 (414,000

 	
 )

 	
  

 	
  

 	
  

 
	
 161st Street, construction, general conditions

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 (1,521,000

 	
 )

 	
  

 	
  

 	
  

 
	
 161st Street, construction, City of New York

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 (3,220,000

 	
 )

 	
  

 	
  

 	
  

 
	
 161st Street, construction, 15,132 SF on S-Level

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 (1,211,000

 	
 )

 	
  

 	
  

 	
  

 
	
 161st Street, misc. soft costs

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 (210,000

 	
 )

 	
 $

 	
 (8,860,000

 	
 )

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 
	
 Canarsie, hard cost overrun on original $82.8M budget

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 (5,712,000

 	
 )

 	
  

 	
  

 	
  

 
	
 Canarsie, PetSmart building, TI, LC

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 (4,023,000

 	
 )

 	
 $

 	
 (9,735,000

 	
 )

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 
	
 CityPoint, BofA land loan payoff

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 (20,650,000

 	
 )

 	
  

 	
  

 	
  

 
	
 City Point, bonds payoff

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 (20,000,000

 	
 )

 	
  

 	
  

 	
  

 
	
 City Point, equity requirement 

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Total estimated project costs

 	
  

 	
 $

 	
 (190,000,000

 	
 )

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Construction financing @ 60% LTC

 	
  

 	
 $

 	
 114,000,000

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 North Parcel Contribution

 	
  

 	
 $

 	
 10,800,000

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Purchase allocation & sunk costs

 	
  

 	
 $

 	
 56,479,000

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Remaining equity requirement

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 (8,721,000

 	
 )

 	
  

 	
  

 	
  

 
	
 City Point, project administration fee (WSP)

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 (1,744,000

 	
 )

 	
  

 	
  

 	
  

 
	
 City Point, P/A Associates

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 (3,540,000

 	
 )

 	
  

 	
  

 	
  

 
	
 City Point, residential carry

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 (2,163,000

 	
 )

 	
  

 	
  

 	
  

 
	
 City Point, parking liability

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 (4,500,000

 	
 )

 	
  

 	
  

 	
  

 
	
 City Point, interim use

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 (935,000

 	
 )

 	
 $

 	
 (62,253,000

 	
 )

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 
	
 Fordham TI/LC - 100,000 SF @ $100 SF

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 (10,000,000

 	
 )

 	
 $

 	
 (10,000,000

 	
 )

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 
	
 Liberty Ave

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 —

 	
  

 	
 $

 	
 —

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 
	
 Pelham, Petsmart TI/LC

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 (1,811,000

 	
 )

 	
  

 	
  

 	
  

 
	
 Pelman, Five Below TI/LC

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 (737,000

 	
 )

 	
  

 	
  

 	
  

 
	
 Pelham, Joyce Leslie TI/LC

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 (268,000

 	
 )

 	
  

 	
  

 	
  

 
	
 Pelman, T-Mobile TI/LC

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 (97,000

 	
 )

 	
  

 	
  

 	
  

 
	
 Pelham, other TI/LC

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 (1,448,000

 	
 )

 	
  

 	
  

 	
  

 
	
 Pelham, BofA refi costs

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 (433,000

 	
 )

 	
  

 	
  

 	
  

 
	
 Pelham, contingency / signage

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 (296,000

 	
 )

 	
 $

 	
 (5,090,000

 	
 )

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 
	
 Sherman Ave

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 —

 	
  

 	
 $

 	
 —

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Repay ARLP’s bridge financing to Fund II 

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 City Point, BofA land loan paydown, Phase 1

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 (5,340,000

 	
 )

 	
  

 	
  

 	
  

 
	
 City Point, bond financing, interest reserve

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 (4,000,000

 	
 )

 	
  

 	
  

 	
  

 
	
 City Point, past due PILOT

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 (2,336,000

 	
 )

 	
  

 	
  

 	
  

 
	
 Advance from ARLP

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 (2,896,000

 	
 )

 	
  

 	
  

 	
  

 
	
 Pelham, advance to fund loan escrow

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 (793,000

 	
 )

 	
 $

 	
 (15,365,000

 	
 )

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Fund II, net payables

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 (3,461,000

 	
 )

 	
  

 	
  

 	
  

 
	
 Fund II, subscription line interest (avg annual rate = 3.54%)

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 (3,182,000

 	
 )

 	
  

 	
  

 	
  

 
	
 Fund II, subscription line commitment fee

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 (350,000

 	
 )

 	
  

 	
  

 	
  

 
	
 Fund II, P/A Associates

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
 (2,063,000

 	
 )

 	
 $

 	
 (9,056,000

 	
 )

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 	

 


 	
  

 	
  

 	
  

 	
  

 
	

  


 
	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	

 


 
	
 Total

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
 $

 	
  (120,359,000

 	
 )

 


ii