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
Contribu
