Borrower Note
EXHIBIT B-3:
Form of Qualified Borrower Letter of Credit Note
EXHIBIT C:
Form of Loan Notice
EXHIBIT D-1:
Form of Request for Letter of Credit
EXHIBIT D-2:
Form of Letter of Credit
EXHIBIT E:
Form of Borrower and Managing Member Security Agreement
EXHIBIT F:
Form of Account Assignment
EXHIBIT G:
Form of Facility Increase Request
EXHIBIT H:
Form of Borrowing Base Certificate
EXHIBIT I:
Form of Investor Letter
EXHIBIT J:
[Reserved]
EXHIBIT K:
[Reserved]
EXHIBIT L:
Form of Capital Contributions Pledge Agreement
EXHIBIT M:
Form of Assignment and Assumption Agreement
EXHIBIT N:
Form of Borrower Guaranty
EXHIBIT O:
Form of Compliance Certificate
EXHIBIT P:
Form of Guaranty of Capital
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REVOLVING CREDIT AGREEMENT
THIS REVOLVING CREDIT AGREEMENT (together with all amendments and modifications
hereof and supplements and attachments hereto, this "Credit Agreement") is dated
as of October 10, 2007 by and among ACADIA STRATEGIC OPPORTUNITY FUND III LLC, a
Delaware limited liability company (the "Borrower"), ACADIA REALTY ACQUISITION
III LLC, a Delaware limited liability company (the "Managing Member"), ACADIA
REALTY LIMITED PARTNERSHIP, a Delaware limited partnership (the "Guarantor")
ACADIA INVESTORS III, INC., a Maryland corporation (the "Pledgor"), YC SUSI
Trust, as Conduit Lender, BANK OF AMERICA, N.A., a national banking association
(in its individual capacity, "Bank of America"), as administrative agent
(together with any successor appointed pursuant to Section 13.9 below, the
"Administrative Agent") for the Lenders, as an Alternate Lender, as an
Administrator and as a Managing Agent, and each of the other Persons from time
to time party hereto as Lenders, Managing Agents and Administrators (all such
terms, as hereinafter defined).
A.
Borrower, Managing Member, Guarantor and Pledgor have requested
that Lenders make loans and cause the issuance of letters of credit to Borrower
and Qualified Borrowers (as hereinafter defined) for the principal purposes of
providing working capital to the Borrower; financing the costs and other
expenses to be incurred by Borrower in connection with making investments
permitted under the Operating Agreement (as hereinafter defined); and financing
the costs of other undertakings by Borrower permitted under the Operating
Agreement; and
B.
Lenders are willing to lend funds and to cause the issuance of
letters of credit upon the terms and subject to the conditions set forth in this
Credit Agreement.
NOW, THEREFORE, in consideration of the mutual promises herein contained and for
other valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto do hereby agree as follows:
1. DEFINITIONS
1.1. Defined Terms.
For the purposes of this Credit Agreement, unless otherwise
expressly defined, the following terms shall have the respective meanings
assigned to them in this Section 1 or in the Section or recital referred to:
"Account Assignment" means that certain assignment of the Collateral Account
substantially in the form of Exhibit F, dated the date hereof, executed by
Borrower in favor of Administrative Agent for the benefit of the Secured
Parties.
"Adequately Capitalized" means in compliance with the capital standards for bank
holding companies as described in the Bank