0000912057-02-029795 Sample Contracts

TERMS AGREEMENT
Terms Agreement • August 5th, 2002 • Colonial Realty Limited Partnership • Real estate investment trusts

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.

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EXECUTION VERSION COLONIAL REALTY LIMITED PARTNERSHIP (a Delaware Limited Partnership) Debt Securities UNDERWRITING AGREEMENT
Underwriting Agreement • August 5th, 2002 • Colonial Realty Limited Partnership • Real estate investment trusts • New York
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