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.
