Exhibit 10.1
CONTRIBUTION AGREEMENT
THIS CONTRIBUTION
AGREEMENT (this “Agreement”) is entered into as of
April 1, 2005 by and between Colonial Realty Limited
Partnership, a Delaware limited partnership (the
“Partnership”), and Colonial Properties Trust, an
Alabama real estate investment trust (the
“Contributor”).
WHEREAS, pursuant
to an Agreement and Plan of Merger, dated as of October 25,
2004, among the Contributor, Cornerstone Realty Income Trust, Inc.
(“Cornerstone”) and CLNL Acquisition Sub LLC, a
wholly-owned subsidiary of Contributor (“Colonial Merger
Sub”), as amended by an Amendment No. 1 to the Agreement
and Plan of Merger, dated as of January 24, 2005 (as so
amended, the “Merger Agreement”), Cornerstone has been
merged with and into Colonial Merger Sub, with Colonial Merger Sub
surviving such merger;
WHEREAS, as a
result of such merger, the 100% limited liability company
membership interest of Colonial Merger Sub owned by the Contributor
prior to the merger was converted into 56,338,592.9660 units of
limited liability company membership interest of Colonial Merger
Sub owned by the Contributor (the “Colonial Merger Sub
Interests”); and
WHEREAS, the
Contributor desires to contribute the Colonial Merger Sub Interests
to the Partnership in exchange for additional common and preferred
limited partnership interests of the Partnership.
NOW
THEREFORE, in consideration of the foregoing and the mutual
covenants and conditions set forth herein and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as
follows:
ARTICLE I: CONTRIBUTION OF
INTERESTS
1.1
Contribution of Colonial Merger Su
