COLONIAL REALTY LIMITED PARTNERSHIP (a Delaware Limited Partnership) Debt Securities TERMS AGREEMENT

Exhibit 1.2

COLONIAL REALTY LIMITED PARTNERSHIP
(a Delaware Limited Partnership)

Debt Securities

TERMS AGREEMENT

To: COLONIAL REALTY LIMITED PARTNERSHIP
0000 0xx Xxxxxx Xxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000 Dated: Xxxxx 00, 0000

Xxxxxxxxx:

Ladies and Gentlemen:

     We (the “Representatives”) understand that Colonial Realty Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), proposes to issue and sell $100,000,000 aggregate principal amount of its senior debt securities (such debt securities being hereinafter referred to as the “Underwritten Securities”). Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the “Underwriters”) offer to purchase, severally and not jointly, the respective principal amounts of Underwritten Securities (as defined in the Underwriting Agreement referenced below) set forth below opposite their respective names at the purchase price set forth below.

		Principal Amount of
Underwriter		Underwritten Securities
Citigroup Global Markets Inc		$	45,000,000
Xxxxxxx Xxxxx & Co. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated			45,000,000
PNC Capital Markets, Inc.			5,000,000
Xxxxx Fargo Brokerage Services, LLC			5,000,000
Total		$	100,000,000

     The Underwritten Securities shall have the following terms:

Title:		4.80% Senior Notes due 2011
Rank:		Pari passu with all other unsecured and unsubordinated indebtedness of the Operating Partnership
Ratings:		Baa3/BBB-
Aggregate principal amount:		$100,000,000
Denominations:		$1,000 and integral multiples thereof
Currency of payment:		U.S. dollars
Interest rate or formula:		4.80% per annum
Interest payment dates:		Payable semi-annually in arrears on each April 1 and October 1, commencing October 1, 2004
Regular record dates:		March 15 and September 15, as applicable
Stated maturity date:		April 1, 2011
Redemption provisions:		Redeemable at any time at the option of the Operating Partnership, in whole or in part, at a redemption price equal to the sum of: (i) the principal amount of the Underwritten Securities being redeemed plus accrued but unpaid interest to the redemption date; and (ii) the Make-Whole Amount, if any
Sinking fund requirements:		N/A

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Conversion provisions:		N/A
Listing requirements:		N/A
Black-out provisions:		The Operating Partnership will not from the date of this Terms Agreement through the Closing Time, without the prior written consent of Citigroup Global Markets Inc. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, offer, sell or contract to sell, or otherwise dispose of (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Operating Partnership or any affiliate of the Operating Partnership or any person in privity with the Operating Partnership or any Affiliate of the Operating Partnership), directly or indirectly, or announce the offering of, any debt securities issued or guaranteed by the Operating Partnership (other than the Underwritten Securities listed above).
Fixed or Variable Price Offering:		Fixed Price Offering
Initial public offering price per Underwritten Security:		99.894% of the principal amount, plus accrued interest, if any, from April 2, 2004
Purchase price per Underwritten Security:		99.269% of the principal amount, plus accrued interest, if any, from April 2, 2004
Other terms and conditions:		N/A
Closing date and location:		April 2, 2004 at Sidley Xxxxxx Xxxxx & Xxxx LLP at 9:00 A.M.

     All the provisions contained in the document attached as Annex A hereto entitled “Colonial Realty Limited Partnership — Debt Securities — Underwriting Agreement” are hereby incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined.

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     Please accept this offer by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us.

Very truly yours,

CITIGROUP GLOBAL MARKETS INC.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
        INCORPORATED
PNC CAPITAL MARKETS, INC.
XXXXX FARGO BROKERAGE SERVICES, LLC

By: Citigroup Global Markets Inc.

By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Managing Director

By: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated

By: /s/ Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Vice President

Acting on behalf of themselves and the other
named Underwriters.

Accepted:

COLONIAL REALTY LIMITED PARTNERSHIP,
    the Operating Partnership

By: Colonial Properties Trust
    (its general partner)

By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Chief Administrative Officer

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