Exhibit 10.5
FIFTH AMENDMENT TO
AMENDED & RESTATED PARTNERSHIP AGREEMENT
THIS FIFTH AMENDMENT (the “Fifth Amendment”),
dated as of February 15, 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 and the Fourth Amendment dated as of January 27,
2004 (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 February 15, 2005 (the “Contribution Agreement”)
pursuant to which, among other things, the Partnership has agreed
to acquire the balance of the Retail Services Business of Klaff
Realty, LP and Klaff Realty, Limited not previously acquired, in
consideration for, among other things, Common Units in the
Partnership. 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 Fifth Amendment to the
Partnership
