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 Holding Company Act of 1956, as
amended, and