Exhibit 10.6
SIXTH AMENDMENT TO
AMENDED & RESTATED PARTNERSHIP AGREEMENT
THIS
SIXTH AMENDMENT (the
“Sixth Amendment”), dated as of August 8, 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, the Fourth Amendment dated as of
January 27, 2004 and the Fifth Amendment dated as of February 15,
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
AC
I Amboy Road LLC (“AC I”) was a member of ABR Amboy
Road LLC (“ABR”) and assigned on July 7, 2005 its
interest in ABR to Acadia Amboy Road LLC, which is wholly-owned by
the Partnership. As partial consideration for the assignment, AC I
agreed to accept and the Partnership agreed to issue 11,105 Common
Units in the Partnership, which it instructed the Partnership to
issue in the name of Benjamin Ringel. 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 Sixth Amendment to the Partnership
Agreement to evidence the issuance of additional Partnership
Interes
