WASHINGTON MUTUAL BANK, FA
National Commercial Operations Center
000 Xxxxxxxx Xxxxx, Xxxxx 000
Mailstop 3545PMTX
Coppell, Texas 75019
As of December 19, 2003
RD Woonsocket Associates Limited Partnership
XX Xxxxxxxxxx Associates Limited Partnership
c/o Acadia Realty Trust
20 Soundview Marketplace
Port Washington, New York 11050
Attention: Xxxxxx Xxxxxxx, Esq.
Re: $26,000,000.00 loan (the "Loan") to RD
Woonsocket Associates Limited Partnership and
XX Xxxxxxxxxx Associates Limited Partnership
Dear Sir/Madam:
Washington Mutual Bank, FA, as successor by merger to The Dime
Savings Bank of New York, FSB ("Administrative Agent") is Administrative Agent
under that certain Term Loan Agreement dated as of December 21, 2001 (the "Term
Loan Agreement") between you, Washington Mutual Bank, FA (successor by merger to
The Dime Savings Bank of New York, FSB) ("WaMu"), and Administrative Agent.
Capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Term Loan Agreement.
Subject to the satisfaction of the conditions hereinafter set
forth, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, (i) the fifth sentence of Section 2.04 of the Term Loan
Agreement is hereby amended in its entirety to read "Each Advance made pursuant
to this Agreement shall be in an amount at least equal to $4,400,000 unless the
'Remediation Evidence' referred to in the immediately succeeding paragraph has
been received prior to the making of the Advance in which case the Advance shall
be $5,000,000; in the event the Advance is $4,400,000 and thereafter on or
before June 30, 2004, the Remediation Evidence is received, Borrower shall be
entitled to an additional Advance of $600,000 on or before December 21, 2004",
(ii) the sixth sentence of Section 2.04 of the Term Loan Agreement is hereby
amended in its entirety to read "All Advances made pursuant to this Agreement
must be made after the date hereof and prior to December 21, 2004" and (iii) the
second sentence of the second paragraph of Section 2.04 is hereby amended by
deleting the phrase "the first anniversary hereof" and inserting "June 30,
2004".
The foregoing is subject to Administrative Agent's receipt of
an extension fee of $7,500 (the "Extension Fee").
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.
Except as modified as set forth above, the Loan Documents
shall remain unchanged and in full force and effect.
If the foregoing is acceptable to you, please so indicate by
signing the enclosed copy of this letter and returning same to Administrative
Agent, together with the Extension Fee, whereupon the date upon which Advances
must be made shall be extended as provided herein. Your execution of the
enclosed letter shall constitute your representation, covenant and warranty that
(i) the outstanding principal balance of the Loan as of the date hereof is
$20,082,673.89, (ii) there exist no offsets, counterclaims, defenses or causes
of action with respect to your obligations for the payment of the Notes as
extended in accordance herein, and (iii) except as set forth herein, the Term
Loan Agreement remains unmodified and in full force and effect.
This letter agreement may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and any party hereto may execute this letter agreement by signing
any such counterpart.
[Remainder of page intentionally left blank]
Very truly yours,
WASHINGTON MUTUAL BANK, F.A. (successor by
merger to The Dime Savings Bank of New York,
FSB), as Administrative Agent
By
-------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Vice President
Accepted and agreed to as of the
_____ day of December, 2003.
RD WOONSOCKET ASSOCIATES LIMITED
PARTNERSHIP, a Delaware limited
partnership
By: Acadia Property Holdings, LLC, its general partner
By: Acadia Realty Limited Partnership, its sole member
By: Acadia Realty Trust, a Maryland real
estate investment trust, its general
partner
By
-------------------------------------
Name:
Title:
XX XXXXXXXXXX ASSOCIATES LIMITED
PARTNERSHIP, a Delaware limited partnership
By: Acadia Property Holdings, LLC, its general partner
By: Acadia Realty Limited Partnership, its sole member
By: Acadia Realty Trust, a Maryland real
estate investment trust, its general
partner
By
-------------------------------------
Name:
Title:
The undersigned joins in the execution hereof for the purpose
of (i) consenting to the extension of the date by which all Advances must be
made to December 21, 2004 and (ii) reaffirming its obligations under the Loan
Agreement.
ACADIA REALTY LIMITED PARTNERSHIP
By: Acadia Realty Trust, a Maryland real estate
investment trust, its general partner
By
---------------------------------------
Name:
Title:
