Exhibit 1.2
EXECUTION VERSION
COLONIAL REALTY LIMITED PARTNERSHIP
(a Delaware Limited Partnership)
Debt Securities
TERMS AGREEMENT
Dated: July 31, 2002
To: COLONIAL REALTY LIMITED PARTNERSHIP
0000 0xx Xxxxxx Xxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
Dear Sirs:
We (the "Representative") 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 the 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
----------- -----------------------
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated....................................... $70,000,000
Bear, Xxxxxxx & Co. Inc. ...................................... 15,000,000
Xxxxx Fargo Brokerage Services, LLC............................ 15,000,000
----------
Total.............................................. $100,000,000
============
The Underwritten Securities shall have the following terms:
Title: 6 7/8% Senior Notes due 2012
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
Currency of payment: U.S. dollars
Interest rate or formula: 6 7/8% per annum
Interest payment dates: Payable semi-annually in arrears
on each February 15 and August 15,
commencing February 15, 2003
Regular record dates: February 1 and April 1, as applicable
Stated maturity date: August 15, 2012
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 but unpaid interest to the redemption date;
and (ii) the Make-Whole Amount, if any
Sinking fund requirements: N/A
Conversion provisions: N/A
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Listing requirements: N/A
Black-out provisions: N/A
Fixed or Variable Price Offering: Fixed Price Offering
Initial public offering price per Underwritten Security: 99.185% of the principal amount, plus accrued
interest, if any, from August 5, 2002
Purchase price per Underwritten Security: 98.535% of the principal amount, plus
accrued interest, if any, from August 5, 2002
Other terms and conditions: N/A
Closing date and location: August 5, 2002 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 no later than nine o'clock P.M. (New York City
time) on July 31, 2002 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
BEAR, XXXXXXX & CO. INC.
XXXXX FARGO BROKERAGE SERVICES, LLC
By Xxxxxxx Xxxxx & Co.
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated
By /s/ XXXX X. CASE III
-----------------------------------------
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/ XXXXXX X. XXXXXX, XX.
-----------------------------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Chief Financial Officer and Secretary
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