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Exhibit 10.4.1
EIGHTH AMENDMENT TO
THIRD AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
COLONIAL REALTY LIMITED PARTNERSHIP
THIS EIGHTH
AMENDMENT (this "Eighth Amendment") TO THIRD AMENDED AND
RESTATED AGREEMENT OF LIMITED PARTNERSHIP
OF COLONIAL REALTY LIMITED PARTNERSHIP
(as amended by Amendments dated as of
January 5, 2000, as of January 25, 2000,
as of August 28, 2000, as of April 17,
2001, as of June 19, 2001, as of April
30, 2003 and as of February 18, 2004,
collectively, the "Partnership
Agreement"), dated as of March 14, 2005, is
entered into among Colonial
Properties Trust, as general partner (the
"General Partner") of Colonial Realty
Limited Partnership (the "Partnership"),
for itself and on behalf of the limited
partners of the Partnership (the "Limited
Partners"), and each of the holders
of the Series B Preferred Units.
WHEREAS, the
General Partner desires to, and each holder of Series B
Preferred Units desires to consent to,
amend the Partnership Agreement to amend
the terms of the Series B Preferred Units
to make the Series B Preferred Units
callable on or after August 24, 2009 rather
than February 24, 2009, as currently
provided in Exhibit H to the Partnership
Agreement.
NOW, THEREFORE,
in consideration of good and valuable consideration, the
receipt and sufficiency of which hereby are
acknowledged, the General Partner
hereby amends the Partnership Agreement, as
follows:
1. Amendment to
Exhibit H to Partnership Agreement. Exhibit H to the
Partnership Agreement is hereby amended by
deleting the reference to "February
24, 2009" in Section 4(a) of Exhibit H and
replacing such reference with "August
24, 2009."
2. Certain
Capitalized Terms. All capitalized terms used in this Eighth
Amendment and not
