Exhibit 10.7


SEVENTH AMENDMENT TO

AMENDED & RESTATED PARTNERSHIP AGREEMENT


          THIS SEVENTH AMENDMENT (the “Seventh
Amendment”), dated as of December 12, 2006, 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 January 27, 2004, the Fifth Amendment dated as of February 15,
2005 and the Sixth Amendment dated as of August 8, 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


          The
Partnership is a party to a certain agreement of contribution dated as of
January 27, 2004 (the “First Contribution Agreement”) pursuant to which the
Partnership issued to Klaff Realty, LP (“Klaff LP”) 4,000 Preferred Series B
limited partnership units in the Partnership (the “Preferred Units”).


          The
Partnership is also party to a certain agreement of contribution dated as of
February 15, 2005 (the “Second Contribution Agreement”) pursuant to which the
Partnership issued to Klaff LP 250,000 common units of limited partnership
interests in the Partnership (the “Common Units”).


          Klaff
LP has advised the Partnership that it wishes to transfer the Preferred Units
and the Common Units to its constituent partners, Klaff Realty, Limited and the
HMK Trust (“Permitted Transferees”) in the amount of 5% and 95%, respectively,
to which the Partnership is agreeable.


          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
Seventh Amendment to the Partnership Agreement to evidence the transfer of
previously issued Partnership Interests and the admission of the other signatories
hereto (the “Contributors”) as Limited Partners 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 Limited Partners on the date hereof of the
Contributors whose authorized signatures appear on the signature page hereto
and which shall have 200 and 3,800 Preferred Units, respectively, and 12,500
and 237,500 Common Units, respectively. Annex “B” of the Partnership Agreement
is hereby deemed amended and restated to reflect the Capital Contributions made
by the Contributors.






          2.
The Preferred Units issued hereby shall have the rights, preferences,
privileges and designations set forth in the Certificate of Designation of
Series B Preferred Operating Partnership Units which are hereby incorporated
into the Partnership Agreement.


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


          4.
This Seventh 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 Seventh Amendment, the Partnership
Agreement is hereby ratified and confirmed in each and every respect.


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


	
 

	
 

	
 


	
 

	
ACADIA
 REALTY TRUST


	
 

	
 


	
 

	
By: 

	
/s/ Robert
 Masters


	
 

	
 

	



	
 

	
 

	
  Robert
 Masters, Senior Vice President


	
 

	
 

	
 


	
 

	
ACADIA
 REALTY LIMITED PARTNERSHIP


	
 

	
 


	
 

	
By: 

	
Acadia
 Realty Trust, its General Partner


	
 

	
 

	
 


	
 

	
By: 

	
/s/ Robert
 Masters


	
 

	
 

	



	
 

	
 

	
  Robert
 Masters, Senior Vice President


	
 

	
 

	
 


	
 

	
CONTRIBUTORS:


	
UNITS:

	
 

	
 


	
 

	
KLAFF
 REALTY, LIMITED


	
Preferred:
 200

	
 

	
 


	
Common: 12,500

	
By: 

	
/s/ Hersch
 M. Klaff


	
 

	
 

	



	
 

	
 

	
     Hersch
 M. Klaff, President


	
 

	
 

	
 


	
 

	
 

	
 


	
UNITS:

	
HMK TRUST


	
 

	
 

	
 


	
Preferred:
 3,800

	
By: 

	
/s/ Avril
 Klaff


	
Common:
 237,500

	
 

	



	
 

	
 

	
     Avril
 Klaff, Trustee