Exhibit 10.37


AGREEMENT
OF MODIFICATION OF 


NOTE
CONSOLIDATION AND MODIFICATION AGREEMENT


          THIS
AGREEMENT OF MODIFICATION OF NOTE CONSOLIDATION AND MODIFICATION AGREEMENT (“Agreement”)
dated November 5, 2010 but deemed effective as of October 30, 2010 (the “Effective
Date”) made by and between ACADIA TARRYTOWN LLC, a New York limited
liability company having an address c/o Acadia Realty Trust, 1311 Mamaroneck
Avenue, Suite 260, White Plains, New York 10605 (“Borrower”) and ANGLO
IRISH BANK CORPORATION LIMITED (f/k/a Anglo Irish Bank Corporation plc) a
limited company organized under the laws of the Republic of Ireland, having an
address at Stephen Court, 18/21 St. Stephen’s Green, Dublin 2, Ireland (“Lender”)


WITNESSETH:


          A. Borrower is indebted to Lender pursuant to the terms of a Note
 Consolidation and Modification Agreement dated as of October 30, 2007 in the
 original principal sum of $9,800,000.00 (the “Loan”) from Borrower in
 favor of Lender (the “Note”).


          B. Borrower’s obligations to Lender under the Note are secured by, inter alia,
 a Mortgage Consolidation and Modification Agreement dated as of October 30,
 2007 made by Borrower in favor of Lender (the “Mortgage”) encumbering
 that certain property located at 124-134 Wildey Street, Greenburgh, New York
 (the “Mortgaged Property”). The Mortgage, the Note and all other
 documents executed by Borrower or Guarantor in connection therewith are
 hereinafter collectively referred to as the “Loan Documents”.
 Capitalized terms not defined herein shall have the respective meanings
 ascribed thereto in the Note.


          C. Borrower desires to exercise the first Extension Option to extend the
 Maturity Date of the Note to the First Extended Maturity Date and in
 connection therewith, Borrower and Lender wish to document the terms of such
 extension and modify other terms of the Note as more fully set forth herein. 


          NOW, THEREFORE, for good and valuable consideration, the receipt and
 sufficiency of which are hereby acknowledged, and intending to be legally
 bound hereby, the parties hereto agree as follows:


           1. Extension
 of Maturity Date. Borrower and Lender acknowledge and agree that the term
 of the Loan is hereby extended to the First Extended Maturity Date, or
 October 30, 2011. Borrower represents and warrants that the conditions to
 such Extension Option (as set forth in clauses (a) through and including (g)
 of Paragraph 6 of the Note) have been satisfied, to wit:



	
  

 	
  

 	
  

 	
  

 
	
  

 	
 a.

 	
 As of the Effective Date, no
 default under the Loan Documents exists beyond any applicable notice and
 grace period;

 
	
  

 	
  

 	
  

 
	
  

 	
 b.

 	
 As of the Effective Date
 (subject to the Prepayment, as defined in and required by Paragraph 2 below),
 the Loan to Value Ratio, as based on the 

 













	
  

 	
  

 	
  

 
	
  

 	
  

 	
 value of the Mortgaged
 Property set forth in that certain MAI appraisal prepared by Cushman &
 Wakefield dated October 28, 2010 delivered to Lender, is no greater than
 seventy percent (70%);

 
	
  

 	
  

 	
  

 
	
  

 	
 c.

 	
 As of the Effective Date,
 based on the twelve (12) month pro-forma management statement submitted by Borrower
 to Lender on August 25, 2010 for the period from July 1, 2010 to June 30,
 2011, the Mortgaged Property has achieved a Debt Service Coverage Ratio of
 1.30 as of the most recent Calculation Date immediately preceding the
 Effective Date;

 
	
  

 	
  

 	
  

 
	
  

 	
 d.

 	
 Borrower has delivered the
 First Extension Notice in a timely manner (which First Extension Notice was
 dated September 13, 2010);

 
	
  

 	
  

 	
  

 
	
  

 	
 e.

 	
 As of the Effective Date, at
 least eighty-five percent (85%) of the Mortgaged Property is subject to
 satisfactory bona-fide third party leases, based on the certified rent roll
 Borrower has delivered to Lender dated October 18, 2010;

 
	
  

 	
  

 	
  

 
	
  

 	
 f.

 	
 Borrower has duly executed
 this Agreement and any other documents that Lender reasonably requires in
 connection with documenting the Extension Option; and

 
	
  

 	
  

 	
  

 
	
  

 	
 g.

 	
 Borrower has herewith paid to
 Lender the sum of $20,650.00 as the extension fee equal to 0.25% of the
 outstanding principal balance of the Loan as of the Effective Date (as set
 forth in Paragraph 2 below) and shall pay all of the costs and expenses
 reasonably incurred by Lender.

 



          2. Prepayment.
 Notwithstanding anything to the contrary set forth in Paragraph 4 of the Note
 or elsewhere in the Note, Borrower and Lender acknowledge and agree that
 Borrower may prepay the Note in part. Accordingly, Borrower has made a
 prepayment to Lender in the amount of $1,372,885.00 (the “Prepayment”)
 which Prepayment shall be applied as of the Effective Date, resulting in an
 outstanding principal balance under the Note of $8,260,000.00. No Prepayment
 Premium is due in connection with the Prepayment.


          3. Definition
 Deemed Interest Rate. Borrower and Lender acknowledge and agree that the
 definition of “Deemed Interest Rate” set forth in Paragraph 3(i) of the Note
 is hereby deleted and replaced in its entirety with the following:


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 “(i) “Deemed Interest Rate” shall mean (i) with respect to any
 portion of the Loan which is subject to Hedging Obligations, the actual rate
 of interest payable under the applicable Hedging Contract, and (ii) with
 respect to any portion of the Loan which is not subject to Hedging
 Obligations, the greater of (a) the Applicable Interest Rate then in
 effect and (b) seven percent (7.00%) per annum.

 



          4. No
 further obligation to advance. Borrower and Lender hereby acknowledge and
 agree that the TI/LC Reserve described in Paragraph 27 of the Note has not
 been advanced and hereafter shall not be available to be advanced by Lender
 to Borrower. Accordingly, Paragraph 27 






of the Note
 is hereby deleted in its entirety. Lender shall have no further obligation to
 advance any loan proceeds and the outstanding principal balance as of the
 Effective Date (applying the Prepayment) shall be as set forth in Paragraph 2
 herein.


           5. Ratification.
 Borrower hereby ratifies and reaffirms its obligations under the Note, as
 modified hereby, and the Loan Documents, and represents and warrants to
 Lender that the Loan Documents are valid, binding and in full force and
 effect and nothing herein contained shall be construed to impair the security
 or affect the first priority of the lien of the Mortgage, nor impair any
 rights or powers which Lender or its successors may have for nonperformance
 of any term of any of the Loan Documents. Borrower has no existing claims or
 causes of action against Lender relating to or arising out of the Loan, and
 the Loan Documents and there are no offsets or defenses by Borrower to the
 payment of any amounts required to be paid by Borrower under the Loan
 Documents, or otherwise to the enforcement by Lender of the Loan Documents,
 as modified hereby.


           6. Successors
 and Assigns. This Agreement shall be binding on, and inure to the benefit
 of, the successors, assigns, heirs, distributees, executors, administrators
 and legal representatives of the parties hereto.


          7. No
 Waiver. No failure by Lender to exercise, and no delay in exercising, any
 right or remedy hereunder shall operate as a waiver thereof, nor shall any
 single or partial exercise by such holder of any right or remedy hereunder
 preclude any other or further exercise thereof or the exercise of any other
 right or remedy.


           8. Severability.
 The terms and provisions of this Agreement are severable, and if any term or
 provision shall be determined to be superseded, illegal, invalid or otherwise
 unenforceable in whole or in part pursuant to applicable law by a
 governmental authority having jurisdiction, such determination shall not in
 any manner impair or otherwise affect the validity, legality or
 enforceability of that term or provision in any other jurisdiction or any of
 the remaining terms and provisions of this Agreement in any jurisdiction.


           9. Miscellaneous.
 This Agreement represents the entire understanding and agreement of the
 parties with respect to the subject matter hereof. The parties acknowledge
 and agree that that if the terms and provisions of the Note in any way
 conflict with the terms and provisions contained in this Agreement, the terms
 and provisions herein contained shall prevail. No representations, oral or
 otherwise, express or implied, with respect to the subject matter hereof have
 been made by any party that are not set forth expressly in this Agreement.
 This Agreement may not be amended, modified or supplemented at any time
 whatsoever unless such amendment, modification or supplement is reduced to
 writing and executed by all parties hereto. This Agreement shall be governed
 by the laws of the State of New York. This Agreement may be executed in
 counterparts, all of which together shall constitute one and the same
 instrument.


           10. Consent.
 Guarantor hereby expressly consents to the execution and delivery of this
 Agreement by Borrower and ratifies and confirms Guarantor’s obligations to
 Lender under the Non-Recourse Carve Out Guaranty Agreement dated as of
 October 30, 2007 and Environmental Indemnity Agreement dated as of October
 30, 2007. Guarantor has no existing claims or causes of













 action
 against Lender relating to or arising out of the Loan, and the Loan Documents
 and there are no offsets or defenses by Guarantor to the payment of any
 amounts required to be paid by Guarantor under the Loan Documents, or
 otherwise to the enforcement by Lender of the Loan Documents, as modified
 hereby.


           11. Assignability.
 Notwithstanding anything to the contrary contained in the Note or any of the
 Loan Documents, Borrower hereby acknowledges and agrees that Lender may
 assign, negotiate, pledge, sell or otherwise grant participations in the Loan
 to (a) any commercial bank, savings and loan association, savings bank,
 lending institution, fund, equity group, real estate investment trust or
 other similar Person (i) organized under the laws of the United States, or
 any State thereof or the District of Columbia; (ii) organized under the laws
 of any other country which is a member of the Organization for Economic
 Cooperation and Development (the “OECD”), or a political subdivision of any
 such country, provided that such bank is acting through a branch or
 agency located in the country in which it is organized or another country
 which is also a member of the OECD or the central bank of any country which
 is a member of the OECD, and/or (b) any institution, organization or any
 other type of Person organized under the laws of any other country which is a
 member of the OECD, or a political subdivision of any such country, for the
 purpose of acquiring financial assets of commercial banks, savings and loan
 associations, savings banks, or other lending institutions organized under
 any of the criteria described in clauses (a) (i) or (ii) above. Except as
 provided for above, the remaining provisions of the Loan Documents regarding
 assignment and participations shall remain in effect. Lender may at any time
 pledge all or any portion of its interest and rights under the Loan Documents
 (including all or any portion of the Note, as modified hereby) to (i) any of
 the twelve Federal Reserve Banks organized under §4 of the Federal Reserve
 Act, 12 U.S.C. §341, or (ii) any central bank or similar banking entity
 organized under the laws of any other country which is a member of the OECD,
 or a political subdivision of any such country. No such pledge or the
 enforcement thereof shall release the pledgor Lender from its obligations
 hereunder or under any of the other Loan Documents.


[NO FURTHER TEXT ON THIS PAGE]





                    WHEREFORE,
the parties hereto have duly executed this Agreement as of the Effective Date.


	
  

 	
  

 	
  

 
	
  

 	
 BORROWER:

 
	
  

 
	
  

 	
 ACADIA TARRYTOWN LLC, a
 New York limited liability company

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 /s/ Robert Masters

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Robert Masters

 
	
  

 	
  

 	
 Title:   Senior Vice President

 


[ SIGNATURES CONTINUE ON THE
FOLLOWING PAGE ]









	
  

 	
  

 	
  

 
	
  

 	
 LENDER:

 
	
  

 	
  

 
	
  

 	
 ANGLO IRISH BANK
 CORPORATION LIMITED

 
	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Brendan Farrell

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Brendan Farrell

 
	
  

 	
  

 	
 Title:   Director

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Lorcan McCluskey

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Lorcan McCluskey

 
	
  

 	
  

 	
 Title:   Associate Director

 


[SIGNATURES CONTINUE ON THE
FOLLOWING PAGE]





AGREED
AS TO PARAGRAPH 10 AND CONSENTED TO:


GUARANTOR:


ACADIA
STRATEGIC OPPORTUNITY FUND, LP,
a Delaware limited
partnership


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By: 

 	
 Acadia Realty Acquisition I, LLC, its general partner

 
	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 Acadia Realty Limited Partnership, its sole member

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
 Acadia Realty Trust, its general partner

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Robert Masters

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: Robert Masters

 
	
  

 	
  

 	
 Title:   Senior Vice President