COLONIAL REALTY LIMITED PARTNERSHIP (a Delaware Limited Partnership) Debt Securities TERMS AGREEMENT To: COLONIAL REALTY LIMITED PARTNERSHIP 2101 6th Avenue North Suite 750 Birmingham, Alabama 35203 Dated: March 30, 2004
Exhibit 1.2
COLONIAL REALTY LIMITED PARTNERSHIP
(a Delaware Limited Partnership)
Debt Securities
TERMS AGREEMENT
To: | COLONIAL REALTY LIMITED PARTNERSHIP 2101 6th Avenue North Suite 750 Birmingham, Alabama 35203 | Dated: | March 30, 2004 |
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 $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 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 | |||
Citigroup Global Markets Inc | $ | 45,000,000 | ||
Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated | 45,000,000 | |||
PNC Capital Markets, Inc. | 5,000,000 | |||
Wells Fargo Brokerage Services, LLC | 5,000,000 | |||
Total | $ | 100,000,000 | ||
The Underwritten Securities shall have the following terms:
Title: | 4.80% Senior Notes due 2011 | |
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 thereof | |
Currency of payment: | U.S. dollars | |
Interest rate or formula: | 4.80% per annum | |
Interest payment dates: | Payable semi-annually in arrears on each April 1 and October 1, commencing October 1, 2004 | |
Regular record dates: | March 15 and September 15, as applicable | |
Stated maturity date: | April 1, 2011 | |
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, if any | |
Sinking fund requirements: | N/A |
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Conversion provisions: | N/A | |
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 Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, 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: | 99.894% of the principal amount, plus accrued interest, if any, from April 2, 2004 | |
Purchase price per Underwritten Security: | 99.269% of the principal amount, plus accrued interest, if any, from April 2, 2004 | |
Other terms and conditions: | N/A | |
Closing date and location: | April 2, 2004 at Sidley Austin Brown & Wood 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 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us.
| Very truly yours, | ||
| CITIGROUP GLOBAL MARKETS INC. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED PNC CAPITAL MARKETS, INC. WELLS FARGO BROKERAGE SERVICES, LLC | ||
| By: Citigroup Global Markets Inc. | ||
| By: /s/ Jeffrey Horowitz Name: Jeffrey Horowitz Title: Managing Director | ||
| By: Merrill Lynch, Pierce, Fenner & Smith Incorporated | ||
| By: /s/ Chris Allen Name: Chris Allen Title: Vice President | ||
| 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/ John P. Rigrish Name: John P. Rigrish Title: Chief Administrative Officer |
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