0000950133-06-003938 Sample Contracts

COLONIAL REALTY LIMITED PARTNERSHIP (a Delaware Limited Partnership) Debt Securities UNDERWRITING AGREEMENT
Underwriting Agreement • August 29th, 2006 • Colonial Realty Limited Partnership • Real estate investment trusts • New York

As representatives (the “representatives”) of the several underwriters named in the Terms Agreement of even date herewith

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FIRST SUPPLEMENTAL INDENTURE
First Supplemental Indenture • August 29th, 2006 • Colonial Realty Limited Partnership • Real estate investment trusts • New York

This FIRST SUPPLEMENTAL INDENTURE dated as of December 31, 1998 (this “First Supplemental Indenture”) is between COLONIAL REALTY LIMITED PARTNERSHIP, a Delaware limited partnership (the “Company”) having its principal executive office at 2101 Sixth Avenue North, Suite 750, Birmingham, Alabama 35203, and BANKERS TRUST COMPANY, a New York banking corporation, as trustee under the Indenture referred to below (in such capacity, the “Trustee”).

COLONIAL REALTY LIMITED PARTNERSHIP (a Delaware Limited Partnership) Debt Securities TERMS AGREEMENT
Terms Agreement • August 29th, 2006 • Colonial Realty Limited Partnership • Real estate investment trusts

We (the “Representatives”) understand that Colonial Realty Limited Partnership, a Delaware limited partnership (the “Operating Partnership”), proposes to issue and sell $275,000,000 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.

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