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Exhibit 10.49c
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Dated as of June 30, 2004
MORTGAGE MODIFICATION AGREEMENT
between
RD METHUEN ASSOCIATES LIMITED PARTNERSHIP,
a Massachusetts limited partnership,
Mortgagor,
and
FLEET NATIONAL BANK, as
Administrative Agent for Lenders (as hereinafter defined)
(together with its successors in such capacity, "Mortgagee")
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RECORD AND RETURN TO:
Schiff Hardin LLP
623 Fifth Avenue, 28th Floor
New York, New York 10022
Attention: Paul G. Mackey, Esq.
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MORTGAGE MODIFICATION AGREEMENT
MORTGAGE MODIFICATION AGREEMENT dated this 30th day of June,
2004 between RD METHUEN ASSOCIATES LIMITED
PARTNERSHIP, a Massachusetts limited
partnership ("Mortgagor") and FLEET
NATIONAL BANK, as Administrative Agent
("Mortgagee").
W I T N E S S E T H:
WHEREAS, Mortgagee is now the lawful owner and holder of the
note (collectively, the "Original Note")
secured by that certain Fee and
Leasehold Mortgage, Assignment of Leases
and Rents and Security Agreement from
Mortgagor to Mortgagee dated as of December
28, 2001 and recorded in the Office
of the Essex Registry of Deeds, Essex
County, Massachusetts on January 3, 2002
in Book 6589 at page 1 (the "Original
Mortgage");
WHEREAS, the mortgage amount of the Mortgage prior to the
effect
of this Mortgage Modification Agreement is
$23,000,000;
WHEREAS, Mortgagee, Mortgagor, RD Abington Associates Limited
Partnership ("Abington Mortgagor"), RD
Branch Associates Limited Partnership
("Branch Mortgagor"), Heathcote Associates,
L.P. ("Gateway Mortgagor") and
Acadia Town Line, LLC ("Town Line
Mortgagor") have entered into that certain
Amended and Restated Term Loan Agreement
Agreement dated as of the date hereof
(the "Amended and Restated Loan
Agreement"), which Amended and Restated Loan
Agreement consolidates the Original Note
with certain other notes and amends,
extends and restates the terms thereof in
their entirety;
WHEREAS, the Mortgage is a first priority mortgage encumbering
the property described on SCHEDULE A
attached hereto and made a part hereof (the
"Premises");
WHEREAS, Mortgagor is the lawful owner of the Premises; and
WHEREAS, Mortgagee and Mortgagor have agreed to modify the
terms
of the Mortgage in the manner hereinafter
set forth.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein expressed, the parties
hereto covenant and agree as follows:
1. As used in
the Original Mortgage, the term "Loan
Agreement" shall mean the Amended and
Restated Loan Agreement, as the same may
be modified, amended or supplemented from
time to time and the term "Loan Note"
shall mean the "Note" as defined in the
Amended and Restated Loan Agreement.
Capitalized terms used in the Original
Mortgage as modified hereby and not
otherwise defined shall have the meanings
attributed to them in the Amended and
Restated Loan Agreement.
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2. The
definition of the term "Mortgage Amount" in the
Original Mortgage is hereby changed to
$45,900,000 such that the principal
amount secured by the Original Mortgage as
modified hereby is increased to
$45,900,000 or so much thereof as is
advanced and outstanding pursuant to the
terms of the Amended and Restated Loan
Agreement.
3. Mortgagor
represents and warrants that there exist no
defenses, offsets or counterclaims with
respect to its obligations under the
Original Mortgage, as modified hereby, or
under the Note.
4. Except as
modified hereby the Original Mortgage remains
unmodified and in full force and
effect.
5. The terms
and provisions hereof shall be binding upon
and inure to the benefit of the parties
hereto and their heirs, representatives,
successors and assigns.
6.
This Agreement may be
executed in multiple counterparts,
each of which shall constitute an original
and together which shall constitute
but one and the same instrument.
7. The
information set forth on the cover hereof is
incorporated herein.
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2
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IN WITNESS WHEREOF, this Agreement has been duly executed and
delivered by each of the parties hereto
intending same to be effective as a
sealed instrument as of the day and year
first above written.
RD METHUEN ASSOCIATES LIMITED
PARTNERSHIP, a Massachusetts limited
partnership
By: Acadia Property Holdings, LLC,
its general partner
By: Acadia Realty Limited
Partnership, a Delaware limited
partnership, its sole member
By: Acadia Realty Trust,
a Maryland real estate
investment trust, its
Attest:
general partner
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By
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Name:
Robert Masters
Title:
Senior Vice President
FLEET NATIONAL BANK, as Administrative
Attest:
Agent
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By
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Name:
Denise M. Smyth
Title:
Vice President
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The undersigned joins in the execution and authorizes the
delivery of this Mortgage Modification
Agreement for the purpose of confirming
and reaffirming its acceptance and
agreement to the provisions of paragraph 3.17
of the Original Mortgage.
ACADIA REALTY LIMITED PARTNER
