Exhibit 10.46
AMENDED RESTATED AND CONSOLIDATED PROMISSORY NOTE
US $15,000,000.00 August 13, 2004
WHEREAS, Greenwich Capital Financial Products, Inc. is the owner
and holder of those certain promissory notes described on Exhibit A attached
hereto (collectively, the "EXISTING NOTES");
WHEREAS, as of the date hereof, the aggregate outstanding
principal amount of the Existing Notes is $15,000,000;
WHEREAS, Greenwich Capital Financial Products, Inc., as lender,
and Acadia New London, LLC, a Delaware limited liability company as borrower,
wish to amend, restate and consolidate the indebtedness evidenced by the
Existing Notes into a single consolidated note in the principal amount of
$15,000,000.00.
NOW THEREFORE, in consideration of the premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Existing Notes are hereby amended, restated and consolidated
in their entirety to read as follows:
FOR VALUE RECEIVED, the undersigned, ACADIA NEW LOUDON, LLC, a
Delaware limited liability company ("BORROWER"), having an address at c/o Acadia
Realty Trust, 0000 Xxxxxxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxx Xxxx 00000, xxxxxxxx to
pay GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation
("LENDER"), or order, at 000 Xxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxx 00000, or
such other place as the holder hereof may designate in writing, the principal
sum of FIFTEEN MILLION AND NO/100 DOLLARS (US$15,000,000.00) (the "Principal"),
with interest on the unpaid principal balance from the date of this Note, until
paid, at the rate of 5.635% per annum (the "INTEREST RATE"). This Promissory
Note may be referred to herein as the "NOTE," and the loan evidenced hereby may
be referred to herein as the "LOAN."
1. PAYMENTS OF PRINCIPAL AND INTEREST. Borrower shall pay to Lender
a payment of $56,350 on the date hereof, representing interest from the date of
funding through September 5, 2004. On October 6, 2004 and on each Payment Date
(as defined herein) thereafter through and including August 6, 2006, Xxxxxxxx
shall pay to Lender interest on the unpaid Principal at the Interest Rate which
has accrued from the first day through the last day of the calendar month
immediately preceding such Payment Date. The Principal and the interest thereon
at the Interest Rate shall be due and payable by Borrower to Lender in
consecutive monthly installments, each in the amount of $86,443.19 (the "MONTHLY
DEBT SERVICE PAYMENT AMOUNT") beginning on September 6, 2006 (herein
"AMORTIZATION COMMENCEMENT DATE") and on each Payment Date thereafter until the
entire indebtedness evidenced hereby is fully paid, except
that any remaining indebtedness, if not sooner paid, shall be due and payable on
September 6, 2014 (the "MATURITY DATE").
Interest on the principal sum of this Note shall be calculated
on the basis of a 360 day year, and shall be charged based on the actual number
of days during each month or other applicable accrual period. Interest on this
Note shall be paid in arrears.
The undersigned shall pay the holder hereof, in advance, on the
date hereof, interest only on the outstanding principal balance of this Note, at
the interest rate first mentioned above, from the date hereof through and
including the last day of the calendar month in which this Note is executed.
The Monthly Debt Service Payment Amount due on any Payment Date
shall first be applied to the payment of interest accrued during the preceding
accrual period and the remainder of such Monthly Debt Service Payment Amount
shall be applied to the reduction of the unpaid Principal. All accrued and
unpaid interest shall be due and payable on the Maturity Date. If the Loan is
repaid on any date other than on a Payment Date (whether prior to or after the
Maturity Date), Borrower shall also pay interest that would have accrued on such
repaid Principal to but not including the next Payment Date.
Borrower shall repay the entire outstanding principal balance of
this Note in full on the Maturity Date, together with interest thereon to (but
excluding) the date of repayment and any other amounts due and owing under the
Loan Documents (as defined herein).
As used herein, the term "PAYMENT DATE" shall mean the sixth
(6th) day of each calendar month or, upon Xxxxxx's exercise of its right to
change the Payment Date in accordance with this paragraph, the New Payment Date
(in either case, if such day is not a Business Day, the Payment Date shall be
the first Business Day thereafter). The first Payment Date hereunder shall be
October 6, 2004. Notwithstanding the foregoing, Lender shall have the right, to
be exercised not more than once during the term of the Loan, to change the
Payment Date to a date other than the first day of each month (a "NEW PAYMENT
DATE"), on 30 days' written notice to Borrower; provided, however, that any such
change in the Payment Date: (i) shall not modify the amount of regularly
scheduled monthly principal and interest payments, except that the first payment
of principal and interest payable on the New Payment Date shall be accompanied
by interest at the interest rate herein provided for the period from the Payment
Date in the month in which the New Payment Date first occurs to the New Payment
Date, and (ii) shall extend the Maturity Date to the New Payment Date occurring
in the month set forth in the definition of Maturity Date.
2. SECURITY; LOAN DOCUMENTS. The indebtedness evidenced by this
Note is secured by, among other things, that certain Xxxxxxx, Restated and
Consolidated Mortgage, Assignment of Rents and Security Agreement of even date
herewith (the "INSTRUMENT"), executed by Xxxxxxxx, encumbering real property
more particularly described therein (the "PROPERTY"), and reference is made
thereto for rights as to acceleration of the indebtedness evidenced by this
Note. This Note, the Instrument, and all other documents or instruments given by
Borrower or any guarantor and accepted by Lender for purposes of evidencing,
securing, perfecting, or guaranteeing the indebtedness evidenced by this Note
may be referred to as the
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"LOAN DOCUMENTS." Any capitalized term used but not otherwise defined herein
shall have the meaning ascribed thereto in the Instrument.
3. DEFEASANCE.
A. Notwithstanding anything to the contrary contained in
this Note, the Instrument or the Loan Documents, at any time (x) after the
earlier of the 42nd month after the date hereof or the second (2nd) anniversary
of the date that is the "STARTUP DAY," within the meaning of Section 860G of the
Internal Revenue Code of 1986, as amended from time to time or any successor
statute (the "CODE") of a "real estate mortgage investment conduit," within the
meaning of Section 860D of the Code, that holds this Note and (y) before the
date which is ninety (90) days prior to the Maturity Date (the "PERMITTED
PREPAYMENT DATE"); and provided (unless Lender shall otherwise consent, in its
sole discretion) no event of default has occurred and is continuing, Borrower
shall have the right to obtain the release of the Property from the lien of the
Instrument and the other Loan Documents (such release, the "DEFEASANCE") upon
the satisfaction of the following conditions precedent (all of which conditions
shall become covenants upon occurrence of the Defeasance):
(i) Borrower shall provide to Lender not less than 30 days'
prior written notice specifying a Payment Date on which the Defeasance Deposit
(hereinafter defined) is to be made (the date so specified may be referred to as
the "DEFEASANCE ELECTION DATE").
(ii) Borrower shall pay to Lender on the Defeasance Election
Date all interest accrued and unpaid on the outstanding principal amount of this
Note to the Defeasance Election Date and the scheduled principal amortization
payment due on such Defeasance Election Date, together with all other amounts
then due and payable under this Note, the Instrument and the other Loan
Documents.
(iii) Borrower shall irrevocably deposit with Lender an amount
of U.S. Government Securities (hereinafter defined) which through the scheduled
payment of principal and interest in respect thereof in accordance with their
terms will provide, not later than the due dates of the payments owing
hereunder, cash in an amount sufficient, without reinvestment, in the opinion of
a nationally recognized firm of independent certified public accountants
expressed in a written certification thereof delivered to Lender (the "CPA
CERTIFICATE"), to pay and discharge the Scheduled Defeasance Payments
(hereinafter defined). The securities so deposited, together with any interest
or other increase from the issuer of the securities earned thereon and any
replacements thereof, shall be referred to herein as the "DEFEASANCE DEPOSIT."
(iv) Borrower shall cause the following to be delivered to
Lender on or prior to the Defeasance Election Date, all in form and substance
satisfactory to Lender in its reasonable discretion:
(a) a security agreement, in form and substance
satisfactory to Lender, creating a first priority lien on the Defeasance Deposit
(the "DEFEASANCE SECURITY AGREEMENT");
(b) the CPA Certificate;
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(c) a certificate of Borrower certifying that all
requirements for the Defeasance set forth herein have been satisfied;
(d) an opinion of counsel for Borrower in form and
substance satisfactory to Lender to the effect that (i) Lender has a perfected
first priority security interest in the Defeasance Deposit, and (ii) the holder
of this Note will not recognize income, gain or loss for United States federal
income tax purposes as a result of the defeasance and will be subject to United
States federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if the Defeasance had not occurred, and
(iii) any holder, trustee or custodian of this Note which is a "REAL ESTATE
MORTGAGE INVESTMENT CONDUIT" within the meaning of Section 860D of the Code will
not fail to maintain its status as such as a result of the Defeasance;
(e) evidence in writing from the applicable rating
agencies for any securitization transaction of which this Note is a part, to the
effect that the Defeasance will not result in a downgrading, withdrawal, or
qualification of the ratings in effect immediately prior to such Defeasance for
the then-outstanding securities issued in connection with such securitization;
(f) evidence satisfactory to Lender that suitable
arrangements have been made to maintain the existence of Borrower during the
time thereafter when the Note shall be outstanding; and
(g) such other certificates, documents or
instruments as Lender may reasonably request or as may be required by the rating
agencies referred to above.
(v) Either (i) Borrower shall deliver to Lender a
certificate stating that at all times following the Defeasance, Borrower shall
have no interest in any assets other than the Defeasance Deposit, or (ii)
Borrower shall satisfy all of the requirements of Section C below.
(vi) Borrower shall pay to Lender all reasonable
out-of-pocket costs and expenses (including, without limitation, attorneys' fees
and disbursements) incurred or anticipated to be incurred by Lender in
connection with the Defeasance.
B. Upon compliance with the requirements of Section A
above, Lender shall cause the Property to be released from the lien of the
Instrument, the obligations hereunder and under the other Loan Documents with
respect to the Property shall no longer be applicable, the balance of each
Subaccount shall be disbursed to Borrower and the Defeasance Deposit shall be
the sole source of collateral securing this Note. Lender shall apply the
Defeasance Deposit and the payments received therefrom to the payment of all
scheduled principal and interest payments due on all successive payment dates
under this Note after the Defeasance Election Date and the payment due on the
maturity date specified in this Note (the "SCHEDULED DEFEASANCE PAYMENTS").
Borrower, pursuant to the Defeasance Security Agreement or other appropriate
document, shall direct that the payments received from the Defeasance Deposit
shall be made directly to Lender and applied to satisfy the obligations of
Borrower under this Note.
C. If, after the Defeasance, Borrower will own any assets
other than the Defeasance Deposit, Borrower shall establish or designate a
single-purpose, bankruptcy-remote
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successor entity acceptable to Lender (the "SUCCESSOR BORROWER"), with respect
to which a non-consolidation opinion satisfactory in form and substance to
Lender and any applicable rating agencies shall be delivered to Lender and such
rating agencies (if such a non-consolidation opinion was required of Borrower in
connection with the origination of the indebtedness secured hereby) in which
case Borrower shall transfer and assign to the Successor Borrower all
obligations, rights and duties under this Note and the Defeasance Security
Agreement, together with the pledged Defeasance Deposit. The Successor Borrower
shall assume the obligations of Borrower under this Note and the Defeasance
Security Agreement, and Borrower shall be relieved of its obligations hereunder
and thereunder. Borrower shall pay not less than $1,000 to the Successor
Borrower as consideration for assuming such Borrower obligations.
D. As used herein, the term "U.S. GOVERNMENT SECURITIES"
shall mean securities that are (i) direct obligations of the United States of
America for the full and timely payment of which its full faith and credit is
pledged or (ii) obligations of an entity controlled or supervised by and acting
as an agency or instrumentality and guaranteed as a full faith and credit
obligation which shall be fully and timely paid by the United States of America,
which in either case are not callable or redeemable at the option of the issuer
thereof (including a depository receipt issued by a bank (as defined in Section
3(a)(2) of the United States Securities Act)) as custodian with respect to any
such U.S. Government Securities or a specific payment of principal of or
interest on any such U.S. Government Securities held by such custodian for the
account of the holder of such depository receipt, provided that (except as
required by law) such custodian is not authorized to make any deduction from the
amount payable to the holder of such depository receipt from any amount received
by the custodian in respect of the securities or the specific payment of
principal of or interest on the securities evidenced by such depository receipt.
E. If, after payment in full of all obligations evidenced
by this Note or any other of the Loan Documents, any of the Defeasance Deposit
remains, then on request by Borrower such remaining balance of the Defeasance
Deposit shall be returned to Borrower (or to the Successor Borrower, as the case
may be).
4. PREPAYMENT; PREPAYMENT CONSIDERATION. If any prepayment of all
or any portion of the principal balance hereunder occurs, whether in connection
with Xxxxxx's acceleration of the unpaid principal balance of this Note or in
any other circumstances whatsoever, or if the Instrument is satisfied or
released by foreclosure (whether by power of sale or judicial proceeding), deed
in lieu of foreclosure or by any other means, then Borrower shall therewith pay
the Prepayment Consideration. The foregoing shall not create any right of
prepayment. Borrower shall have no right whatsoever to prepay all or any portion
of the principal balance of this Note, except only as follows:
(i) Borrower shall have the right to prepay and shall not be
required to pay any Prepayment Consideration with respect to prepayment required
by Lender pursuant to the Instrument as a result of the application of insurance
proceeds or condemnation awards under the Instrument or as a result of
prepayment of the entire principal balance of this Note remaining due after the
application of insurance proceeds or condemnation awards under the Instrument,
provided that such prepayment of the entire principal balance of this Note
remaining due is made within one hundred eighty (180) days following the date of
such application; and
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(ii) Further, provided Xxxxxxxx is not in default hereunder
or under any of the Loan Documents and provides not less than 30 days' prior
written notice, Borrower shall have the right to pay all (but not less than all)
obligations then outstanding under the Loan Documents, including the prepayment
of all principal, from and after the Permitted Prepayment Date. In such case,
there shall be no Prepayment Consideration due, except that if any such
prepayment occurs on any day other than a Payment Date, then in addition to the
prepayment amount Borrower also shall pay to Lender the amount of interest that
would have accrued under the Note on the amount being prepaid from and including
the prepayment date to the next Payment Date.
The "PREPAYMENT CONSIDERATION" shall be the amount equal to the
greater of (i) two percent of the Loan balance at the time of prepayment, or
(ii) the sum of one percent of the Loan balance at the time of prepayment, plus
the excess, if any, of (A) the amount of the monthly interest which would
otherwise be payable on the principal balance being prepaid from the date of the
first day of the calendar month immediately following the date of prepayment
(unless prepayment is tendered on the first day of any calendar month during the
term of this Note, in which case from the date of prepayment) to and including
the Maturity Date; over (B) the amount of the monthly interest the Lender would
earn if the principal balance being prepaid were reinvested for the period from
the first day of the calendar month immediately following the date of prepayment
(unless prepayment is tendered on the first day of any calendar month during the
term of this Note, in which case from the date of prepayment) to and including
the Maturity Date at the Treasury Rate (as hereinafter defined), such difference
to be discounted to present value at the Treasury Rate.
The "TREASURY RATE" shall be the annualized yield on securities
issued by the United States Treasury having a maturity corresponding to the
remaining term to the originally scheduled Maturity Date of this Note, as quoted
in Federal Reserve Statistical Release H. 15(519) under the heading "U.S.
Government Securities - Treasury Constant Maturities" for the Treasury Rate
Determination Date (as defined below), converted to a monthly equivalent yield.
If yields for such securities of such maturity are not shown in such
publication, then the Treasury Rate shall be determined by Lender by linear
interpolation between the yields of securities of the next longer and next
shorter maturities. If said Federal Reserve Statistical Release or any other
information necessary for determination of the Treasury Rate in accordance with
the foregoing is no longer published or is otherwise unavailable, then the
Treasury Rate shall be reasonably determined by Lender based on comparable data.
The term "TREASURY RATE DETERMINATION DATE" shall mean the date
which is five banking days prior to the scheduled prepayment date. Lender shall
notify Borrower of the amount and the basis of determination of the required
Prepayment Consideration.
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BORROWER HEREBY EXPRESSLY WAIVES THE RIGHT TO PREPAY THE
INDEBTEDNESS EVIDENCED HEREBY IN WHOLE OR PART WITHOUT PENALTY, AND EXPRESSLY
AGREES TO PAY THE AMOUNTS REQUIRED HEREIN IN THE EVENT OF AN ACCELERATION.
XXXXXXXX AGREES THAT THE PREPAYMENT CONSIDERATION REQUIRED HEREIN IS REASONABLE.
BORROWER HAS GIVEN INDIVIDUAL WEIGHT TO THE CONSIDERATION IN THIS TRANSACTION
FOR THIS WAIVER AND AGREEMENT. BORROWER HEREBY EXPRESSLY WAIVES THE BENEFIT OF
ANY APPLICABLE LAW TO THE CONTRARY.
ACADIA NEW LOUDON, LLC, a
Delaware limited liability company
By:
-------------------------------
Name: Xxxxxx Xxxxxxx
Title: Senior Vice President
DOCUMENT CONTINUES FOLLOWING SIGNATURE
5. EVENTS OF DEFAULT; ACCELERATION. The following shall constitute
an "EVENT OF DEFAULT" hereunder: (i) if any installment under this Note is not
paid when due, or (ii) if any condition or event occurs as a consequence of
which the holder hereof then has the right to accelerate the indebtedness
hereunder pursuant to any of the other Loan Documents.
Upon and at any time following the occurrence of any Event of
Default, then at the option of the holder hereof and without notice, the entire
principal amount and all interest accrued and outstanding hereunder and all
other amounts outstanding under any of the Loan Documents shall at once become
due and payable, and the holder hereof may exercise any and all of its rights
and remedies under any of the Loan Documents or pursuant to applicable law. The
holder hereof may so accelerate such obligations and exercise such remedies at
any time after the occurrence of any Event of Default, regardless of any prior
forbearance.
6. LATE CHARGES; ADDITIONAL INTEREST ON DEFAULT. If any installment
under this Note or any other amount owing hereunder or under any of the other
Loan Documents is not received by the holder hereof within five days after the
same is due, then the undersigned shall pay to the holder hereof a late charge
of the lesser of (a) five percent of such installment and (b) the maximum amount
permitted by applicable law, such late charge to be immediately due and payable
without demand by the holder hereof.
In addition, after the occurrence and during the continuance of
an Event of Default, the outstanding principal balance of this Note shall bear
interest at the rate of five percent per annum in excess of the rate provided in
the first paragraph of this Note, or, if such increased rate of interest may not
be collected from the undersigned under applicable law, then at the maximum
increased rate of interest which may be collected from the undersigned under
applicable law (the "DEFAULT RATE").
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Xxxxxxxx agrees that such late charge and increased interest are
reasonable and do not constitute a penalty.
7. LAWFUL INTEREST. The parties hereto intend to conform strictly
to the applicable usury laws. In no event, whether by reason of demand for
payment, prepayment, acceleration of the maturity hereof or otherwise, shall the
interest contracted for, charged or received by the holder hereof hereunder or
otherwise exceed the maximum amount permissible under applicable law. If from
any circumstance whatsoever interest would otherwise be payable to the holder
hereof in excess of the maximum lawful amount, the interest payable to the
holder hereof shall be reduced automatically to the maximum amount permitted by
applicable law. If the holder hereof shall ever receive anything of value deemed
interest under applicable law which would apart from this provision be in excess
of the maximum lawful amount, an amount equal to any amount which would have
been excessive interest shall be applied to the reduction of the principal
amount owing hereunder in the inverse order of its maturity and not to the
payment of interest, or if such amount which would have been excessive interest
exceeds the unpaid balance of principal hereof, such excess shall be refunded to
the undersigned. All interest paid or agreed to be paid to the holder hereof
shall, to the extent permitted by applicable law, be amortized, prorated,
allocated, and spread throughout the full stated term (including any renewal or
extension) of such indebtedness so that the amount of interest on account of
such indebtedness does not exceed the maximum permitted by applicable law. The
provisions of this paragraph shall control all existing and future agreements
between the undersigned and the holder hereof.
8. CERTAIN RIGHTS AND WAIVERS. From time to time, without affecting
the obligation of the undersigned or the successors or assigns of the
undersigned to pay the outstanding principal balance of this Note and observe
the covenants of the undersigned contained herein, in the Instrument or in any
other Loan Document without affecting the guaranty of any person or entity for
payment of the outstanding principal balance of this Note, without giving notice
to or obtaining the consent of the undersigned, the successors or assigns of the
undersigned or guarantors, and without liability on the part of the holder
hereof, the holder hereof may, at the option of the holder hereof, extend the
time for payment of said outstanding principal balance or any part thereof,
reduce the payments thereon, release anyone liable on any of said outstanding
principal balance, accept a renewal of this Note, modify the terms and time of
payment of said outstanding principal balance, join in any extension or
subordination agreement, release any security given herefor, take or release
other or additional security, and agree in writing with the undersigned to
modify the rate of interest or period of amortization of this Note or change the
amount of the monthly installments payable hereunder.
Presentment, notice of dishonor, and protest are hereby waived
by all makers, sureties, guarantors and endorsers hereof. This Note shall be the
joint and several obligation of all makers, sureties, guarantors, and endorsers,
and shall be binding upon them and their successors and assigns.
THE UNDERSIGNED HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVES ANY RIGHT THE UNDERSIGNED MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONJUNCTION WITH THIS
NOTE, THE INSTRUMENT, ANY OTHER
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LOAN DOCUMENT, ANY OTHER AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONNECTION
HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF EITHER PARTY.
The holder hereof shall have the right to assign or transfer, in whole or in
part (including the right to grant participation interests in) any or all of its
obligations under this Note, the Instrument and any or all of the other Loan
Documents. Lender shall be released of any obligations to the extent that the
same are so assigned or transferred, and the rights and obligations of "LENDER"
hereunder shall become the rights and obligations of the transferee holder.
9. LIMITATION ON RECOURSE. Xxxxxx's rights of recourse for the
obligations of Borrower hereunder are limited in accordance with the Instrument.
This provision shall not limit any rights of Lender under any guaranty.
10. ATTORNEYS' FEES, COSTS OF COLLECTION. Borrower shall pay to
Lender on demand all costs and expenses, including reasonable attorneys' fees
and expenses, incurred by Xxxxxx in collecting the indebtedness arising
hereunder or under any other Loan Documents or secured thereby, or in
determining the rights and obligations of any parties hereto or thereto, or as a
consequence of any breach or default by Borrower or any guarantor hereunder or
thereunder, or otherwise as a consequence of any right evidenced or secured by
this Note or the Loan Documents. Without limitation, such costs and expenses to
be reimbursed by Xxxxxxxx shall include attorneys' fees and expenses incurred in
any Bankruptcy case or proceeding and in any appeal.
11. NO NOVATION. The Existing Notes are restated and superseded in
their entirety by this Amended and Restated Promissory Note, but the
indebtedness evidenced by the Existing Notes shall not be discharged or impaired
by the execution and delivery of this Amended and Restated Promissory Note, and
the execution and delivery of this Amended and Restated Promissory Note is not
intended to constitute a novation of the Existing Notes nor impair or modify the
priority of any security document executed in connection therewith.
12. COUNTERPARTS. This Note may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall together constitute one and the same instrument.
13. APPLICABLE LAW. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS) AND THE APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.
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IN WITNESS WHEREOF, the undersigned have executed this
Promissory Note as of the date first written above.
BORROWER:
ACADIA NEW LOUDON, LLC, a Delaware
limited liability company
By:
-------------------------------
Name: Xxxxxx Xxxxxxx
Title: Senior Vice President
LENDER:
GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC., a Delaware
corporation
By:
-------------------------------
Name:
Title:
EXHIBIT A
1. Severed Note, which has an unpaid principal balance of $7,935,892.24,
made by Acadia Realty Limited Partnership, a Delaware limited
partnership, in favor of Washington Mutual Bank, FA, dated as of August
13, 2004 and Allonge to Severed Note in the amount of $7,935,892.24 made
by Washington Mutual Bank, FA, dated as of August 13, 2004.
2. Promissory Note in the amount of 7,064,107.76 made by Acadia New Loudon,
LLC, a Delaware limited partnership, in favor of Greenwich Capital
Financial Products, dated as of August 13, 2004.
