Exhibit 1.2
COLONIAL REALTY LIMITED PARTNERSHIP
(a Delaware Limited Partnership)
Debt Securities
TERMS AGREEMENT
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Dated: July 9, 1998
To: COLONIAL REALTY LIMITED PARTNERSHIP
0000 0xx Xxxxxx Xxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxx
Dear Sirs:
We (the "Representative") understand that Colonial Realty Limited
Partnership, a Delaware limited partnership (the "Operating Partnership"),
proposes to issue and sell $175,000,000 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
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Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated......................... $122,500,000
Xxxxxx Brothers Inc. .......................................... 26,250,000
Xxxxxx Xxxxxxx & Co. Incorporated.............................. 26,250,000
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Total..................................... $175,000,000
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The Underwritten Securities shall have the following terms:
Title: 7% Senior Notes due July 14, 2007
Rank: Pari passu with all other unsecured and
unsubordinated indebtedness of the
Operating Partnership
Ratings: Baa3/BBB-
Aggregate principal amount: $175,000,000
Denominations: $1,000 and integral multiples
Currency of payment: U.S. dollars
Interest rate or formula: 7% per annum
Interest payment dates: Payable semi-annually in arrears
on each January 14 and July 14,
commencing January 14, 1999
Regular record dates: 15 calendar days prior to each payment date
Stated maturity date: July 14, 2007
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 Notes being redeemed plus
accrued interest to the redemption date; and (ii)
the Make-Whole Amount, if any
Sinking fund requirements: N/A
Conversion provisions: N/A
Listing requirements: N/A
Black-out provisions: Between July 9, 1998 and the completion of
distribution of the Underwritten Securities, the
Operating Partnership will not, without the prior
written consent of Xxxxxxx Lynch, Pierce, Xxxxxx &
Xxxxx Incorporated, directly or indirectly, issue,
sell, offer to sell, grant any option for the sale
of, or otherwise dispose of, the Underwritten
Securities
Fixed or Variable Price
Offering: Fixed Price Offering
Initial public offering
price per Underwritten
Security: 99.415% of the principal amount, plus accrued
interest, if any, from July 14, 1998
Purchase price per
Underwritten Security: 98.765% of the principal amount
Other terms and conditions: N/A
Closing date and location: July 14, 1997 at 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.
Please accept this offer no later than nine o'clock P.M. (New York City
time) on July 9, 1998 by signing a copy of this Terms Agreement in the space set
forth below and returning the signed copy to us.
Very truly yours,
XXXXXXX XXXXX & CO.
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
XXXXXX BROTHERS INC.
XXXXXX XXXXXXX & CO. INCORPORATED
By Xxxxxxx Xxxxx & Co.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
By /s/ Xxxx X. Case III
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Acting on behalf of themselves and
the other named Underwriters.
Accepted:
COLONIAL REALTY LIMITED PARTNERSHIP,
the Operating Partnership
By: Colonial Properties Holding
Company, Inc.
(its general partner)
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: President and Chief Executive Officer