Exhibit 10.6


SIXTH AMENDMENT TO

AMENDED & RESTATED PARTNERSHIP AGREEMENT


          THIS
SIXTH AMENDMENT (the “Sixth Amendment”), dated as of
August 8, 2005, to the Amended and Restated Partnership Agreement, dated as of
March 22, 1999, as amended by the First Amendment dated as of November 15,
1999, the Second Amendment dated as of November 18, 1999, the Third Amendment
dated as of May 1, 2003, the Fourth Amendment dated as of January 27, 2004 and
the Fifth Amendment dated as of February 15, 2005 (collectively, the
“Partnership Agreement”), of ACADIA REALTY LIMITED PARTNERSHIP, a Delaware
limited partnership (the “Partnership”). Capitalized terms used herein but not
defined herein shall have the meanings given such terms in the Partnership
Agreement. 


BACKGROUND


          AC
I Amboy Road LLC (“AC I”) was a member of ABR Amboy Road LLC (“ABR”) and
assigned on July 7, 2005 its interest in ABR to Acadia Amboy Road LLC, which is
wholly-owned by the Partnership. As partial consideration for the assignment,
AC I agreed to accept and the Partnership agreed to issue 11,105 Common Units
in the Partnership, which it instructed the Partnership to issue in the name of
Benjamin Ringel. Pursuant to Section 3.2(B) of the Partnership Agreement, the
General Partner of the Partnership has the power and authority to issue
additional Partnership Interests to Persons in exchange for additional Capital
Contributions. 


          The
General Partner, pursuant to the exercise of such authority and in accordance
with Section 12(C) of the Partnership Agreement, has determined to execute this
Sixth Amendment to the Partnership Agreement to evidence the issuance of
additional Partnership Interests and the admission of the other signatory
hereto (the “Contributor”) as a Limited Partner of the Partnership. 


          NOW,
THEREFORE, the parties hereto, for good and sufficient
consideration and intending to be legally bound, hereby amend the Partnership
Agreement as follows: 


          1.
Annex “A” of the Partnership Agreement is hereby deemed amended and restated to
reflect the admission as a Limited Partner on the date hereof of the
Contributor whose authorized signature appears on the signature page hereto and
which shall have 11,105 Common Units. Annex “B” of the Partnership Agreement is
hereby deemed amended and restated to reflect the Capital Contributions made by
the Contributor. 


          2.
The Common Units issued hereby shall have the rights, preferences, privileges
and designations set forth in the Partnership Agreement. 


          3.
By execution of this Sixth Amendment to the Partnership Agreement, the
Contributor agrees to be bound by each and every term of the Partnership
Agreement as amended hereby from and after the date hereof. 






          4.
This Sixth Amendment may be executed in counterparts, each of which shall
constitute an original, but all together shall constitute one and the same
document. 


          5.
Except as expressly set forth in this Sixth Amendment, the Partnership
Agreement is hereby ratified and confirmed in each and every respect. 


          IN
WITNESS WHEREOF, this Sixth Amendment to the
Partnership Agreement is executed and delivered as of the date first written
above. 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
ACADIA REALTY TRUST 


	
 

	
 


	
 

	
By: 

	
/s/ Kenneth
 F. Bernstein


	
 

	
 

	



	
 

	
 

	
 

	
Name: 

	
Kenneth F. Bernstein


	
 

	
 

	
 

	
Title:

	
President 








	
 

	
 

	
 

	
 

	
 


	
 

	
ACADIA REALTY LIMITED PARTNERSHIP 


	
 

	
 


	
 

	
By: 

	
Acadia
 Realty Trust, its General Partner 


	
 

	
 

	
 


	
 

	
 

	
By:

	
/s/ Kenneth
 F. Bernstein


	
 

	
 

	
 

	



	
 

	
 

	
 

	
Name: 

	
Kenneth F.
 Bernstein


	
 

	
 

	
 

	
Title:

	
President 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
CONTRIBUTOR: 


	
 

	
 


	
 

	
AC I AMBOY
 ROAD LLC 


	
 

	
 


	
 

	
 

	
By: 

	
/s/ Benjamin
 Ringel


	
 

	
 

	
 

	



	
 

	
 

	
 

	
Name:

	
Benjamin
 Ringel


	
 

	
 

	
 

	
Title:

	
Managing
 Member 












ANNEX A


	
 

	
 


	
Name of
Partner 

	
OP Units 


	


	



	
 

	
 


	
AC I Amboy
 Road LLC

	
11,105