TENTH AMENDMENT TO THIRD AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF COLONIAL REALTY LIMITED PARTNERSHIP
Exhibit 3.1
TENTH AMENDMENT TO
THIRD AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
COLONIAL REALTY LIMITED PARTNERSHIP
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 units in these two Subsidiaries that it receives in such distribution pursuant to
purchase agreements entered into prior to the time of such distribution;
WHEREAS, the General Partner, in its capacity as general partner of the Partnership, seeks to
amend the Partnership Agreement to the extent necessary to permit the Partnership to make a pro
rata distribution of membership interests in the Subsidiaries referred to above to all Partners;
and
WHEREAS, the Board has determined that the amendment to Section 7.1.A(7) set forth below is of
an inconsequential nature and does not adversely affect the Limited Partners in any material
respect.
NOW, THEREFORE, in consideration of the in consideration of the premises and for other good
and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the
General Partner hereby amends the Partnership Agreement, as follows:
1. Distributions in Kind. Section 7.1.A(7) of the Partnership Agreement is hereby
amended to read in its entirety as follows:
“(7) | the distribution of Partnership cash or other Partnership assets in accordance with this Agreement, including distributions of equity interests in Subsidiaries of the Partnership made on a pro rata basis to holders of Common Units, provided that, in connection with the receipt of any such distribution, the General Partner either shall (i) prior to receiving such distribution, enter into a purchase and sale agreement, pursuant to its powers under Article III of the Declaration of Trust, to dispose of such equity interests or other Partnership assets that it receives in such distribution in exchange for cash or (ii) distribute such equity interests or other Partnership assets to the holders of REIT Shares;” |
2. Certain Capitalized Terms. All capitalized terms used in this Tenth Amendment and
not otherwise defined shall have the meanings assigned in the Partnership Agreement.
3. Full Force and Effect. Except as modified herein, all terms and conditions of the
Partnership Agreement shall remain in full force and effect, which terms and conditions the General
Partner hereby ratifies and affirms.
(Signature appears on the following page.)
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IN WITNESS WHEREOF, the undersigned has executed this Tenth Amendment as of the date first set
forth above
COLONIAL PROPERTIES TRUST, as General Partner of Colonial Realty Limited Partnership |
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By: | /s/ Xxxx X. Xxxxxxx | |||||
Name: | Xxxx X. Xxxxxxx | |||||
Title: | Chief Administrative Officer | |||||
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