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TENTH AMENDMENT TO
THIRD AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
COLONIAL REALTY LIMITED PARTNERSHIP
THIS TENTH
AMENDMENT TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF COLONIAL REALTY LIMITED PARTNERSHIP (this “
Tenth Amendment ”), dated as of April 25, 2007,
is entered into by 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 ”).
WHEREAS,
Section 7.1.A(7) of the Third Amended and Restated Agreement
of Limited Partnership of the Partnership (the “
Partnership Agreement ”) provides that the General
Partner shall have the power to distribute cash or other assets of
the Partnership in accordance with the Partnership
Agreement;
WHEREAS,
Section 14.1.B(4) of the Partnership Agreement provides that
the General Partner shall have the power, without the consent of
any Limited Partners, to amend certain provisions of the
Partnership Agreement, including Section 7.1.A(7), to reflect
a change that is of an inconsequential nature and does not
adversely affect the Limited Partners in any material
respect;
WHEREAS, the Board
of Trustees (the “ Board ”) of the General
Partner has approved a strategic plan that contemplates, among
other things, the formation of two new Subsidiaries, DRA/CLP Office
LLC and OZ/CLP Retail LLC, the pro rata distribution of 85% of the
common membership units of each of these Subsidiaries to the
Partners , and the sale by the General Partner, for cash, of the
common membership uni
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