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

Dated: September 21, 2005

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

Attention:

Ladies and Gentlemen:

     We (the “Representatives”) understand that Colonial Realty Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), proposes to issue and sell $325,000,000 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
Banc of America Securities LLC		$	102,916,000.00
UBS Securities LLC			102,916,000.00
Wachovia Capital Markets, LLC			102,918,000.00
Xxxxx Fargo Securities, LLC			16,250,000.00
Total		$	325,000,000.00

     The Underwritten Securities shall have the following terms:

Title:		5.50% Senior Notes due 2015
Rank:		Pari passu with all other unsecured and unsubordinated indebtedness of the Operating Partnership
Ratings:		Baa3 (Moody’s)/BBB- (S&P)/BBB- (Fitch)
Aggregate principal amount:		$325,000,000
Denominations:		$1,000 and integral multiples thereof
Currency of payment:		U.S. dollars
Interest rate or formula:		5.50% per annum
Interest payment dates:		Payable semi-annually in arrears on each April 1 and October 1, commencing April 1, 2006
Regular record dates:		March 15 and September 15, as applicable
Stated maturity date:		October 1, 2015
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.
Sinking fund requirements:		N/A
Conversion provisions:		N/A

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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 Wachovia Capital Markets, LLC. (“Wachovia”), after Wachovia’s consultation with Banc of America Securities LLC and UBS Securities LLC, 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:		99.377% of the principal amount, plus accrued interest, if any, from September 28, 2005
Purchase price per Underwritten Security:		98.727% of the principal amount, plus accrued interest, if any, from September 28, 2005
Other terms and conditions:		N/A
Closing date and location:		September 28, 2005 at Sidley Xxxxxx Xxxxx & Xxxx LLP at 9:00 A.M

     All the provisions contained in the Underwriting Agreement of even date herewith between the Underwriters and the Operating Partnership 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.

[Signature page follows]

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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,
		WACHOVIA CAPITAL MARKETS, LLC
		BANC OF AMERICA SECURITIES LLC
		UBS SECURITIES LLC
		By:		Wachovia Capital Markets, LLC
		By:		/s/ Xxxxxx Xxx
				Name: Xxxxxx Xxx
				Title: Director
		By:		Banc of America Securities LLC
		By:		/s/ Xxxxx X. Xxxxxxx
				Name: Xxxxx X. Xxxxxxx
				Title: Vice President
		By:		UBS Securities LLC
		By:		/s/ Xxxxxxxxxxx Xxxxxxxx
				Name: Xxxxxxxxxxx Xxxxxxxx
				Title: Managing Director
		By:		/s/ Xxxx Xxxxxxx
				Name: Xxxx Xxxxxxx
				Title: Director
		On their own behalf and as representatives of the other underwriters named in the Terms Agreement of even date herewith

Accepted:
COLONIAL REALTY LIMITED PARTNERSHIP,
		the Operating Partnership
By:		Colonial Properties Trust
		(its general partner)

By:		/S/ Xxxxxx X. Xxxxxxx
		Name:		Xxxxxx X. Xxxxxxx
		Title:		Chief Financial Officer

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