Colonial Realty Limited Partnership Sample Contracts

AGREEMENT
Credit Agreement • March 30th, 1999 • Colonial Realty Limited Partnership • Real estate investment trusts
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AGREEMENT
Credit Agreement • March 30th, 2004 • Colonial Realty Limited Partnership • Real estate investment trusts
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.

UNDERWRITING AGREEMENT ----------------------
Underwriting Agreement • July 20th, 1998 • Colonial Realty Limited Partnership • Real estate investment trusts • New York
PREPARED FOR
Colonial Realty Limited Partnership • February 27th, 1998 • Real estate investment trusts
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
AND AS TRUSTEE INDENTURE
Colonial Realty Limited Partnership • October 18th, 1996 • Real estate investment trusts • New York
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Credit Agreement • March 30th, 2004 • Colonial Realty Limited Partnership • Real estate investment trusts • Alabama
COLONIAL PROPERTIES TRUST (an Alabama real estate investment trust) 10,530,000 Common Shares of Beneficial Interest, $.01 par value per share PURCHASE AGREEMENT
Purchase Agreement • October 2nd, 2009 • Colonial Realty Limited Partnership • Real estate investment trusts • New York

Colonial Properties Trust, an Alabama real estate investment trust (the “Company”), and Colonial Realty Limited Partnership, a limited partnership organized under the laws of the State of Delaware (the “Operating Partnership”), of which the Company is the sole general partner, each confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), Wells Fargo Securities, LLC (“Wells Fargo”), UBS Securities LLC (“UBS”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, Wells Fargo and UBS are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of common shares of beneficial interest, $.01 par value per share, of the Compan

2101 6th Avenue North Suite 750, P.O. Box 11687 Birmingham, Alabama 35202-1687 205/250-8700
Sales Contract • November 10th, 1997 • Colonial Realty Limited Partnership • Real estate investment trusts • Florida
AGREEMENT
Credit Agreement • March 30th, 1999 • Colonial Realty Limited Partnership • Real estate investment trusts
REGISTRATION RIGHTS AND LOCK-UP AGREEMENT Dated as of April 30, 1999 by and among COLONIAL PROPERTIES TRUST, COLONIAL REALTY LIMITED PARTNERSHIP
Registration Rights and Lock-Up Agreement • March 30th, 2000 • Colonial Realty Limited Partnership • Real estate investment trusts • New York
INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 28th, 2012 • Colonial Realty Limited Partnership • Real estate investment trusts • Alabama

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of ______________, 2011, by and among Colonial Properties Trust, an Alabama real estate investment trust (the “Company”), Colonial Realty Limited Partnership, a Delaware limited partnership (the “Operating Partnership” and together with the Company, the “Indemnitors”) and __________________ See Schedule A for a list of officers and trustees who have entered into this Indemnification Agreement with the Company. (the “Indemnitee”).

EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • May 10th, 2011 • Colonial Realty Limited Partnership • Real estate investment trusts • New York

Colonial Properties Trust, an Alabama real estate investment trust (the “Company”), and Colonial Realty Limited Partnership, a limited partnership organized under the laws of the State of Delaware (the “Operating Partnership”), of which the Company is the sole general partner, each confirms its agreement (this “Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), as follows:

COLONIAL PROPERTIES TRUST Common Shares of Beneficial Interest, $.01 par value per share EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • December 10th, 2010 • Colonial Realty Limited Partnership • Real estate investment trusts • New York

Colonial Properties Trust, an Alabama real estate investment trust (the “Company”), and Colonial Realty Limited Partnership, a limited partnership organized under the laws of the State of Delaware (the “Operating Partnership”), of which the Company is the sole general partner, each confirms its agreement (this “Agreement”) with Wells Fargo Securities, LLC (“Wells Fargo”), as follows:

FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF COLONIAL REALTY LIMITED PARTNERSHIP
Colonial Realty Limited Partnership • January 31st, 2012 • Real estate investment trusts • Delaware
COLONIAL REALTY LIMITED PARTNERSHIP (a Delaware Limited Partnership) Debt Securities UNDERWRITING AGREEMENT
Underwriting Agreement • September 28th, 2005 • Colonial Realty Limited Partnership • Real estate investment trusts • New York

Colonial Realty Limited Partnership, a limited partnership organized under the laws of the State of Delaware (the “Operating Partnership”), proposes to issue and sell debt securities (“Securities”), from time to time, in one or more offerings on terms to be determined at the time of sale. The Securities will be issued under an indenture dated as of July 22, 1996 and a first supplemental indenture dated as of December 31, 1998 between the Operating Partnership and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as trustee (collectively, the “Indenture”). Colonial Properties Trust, an Alabama real estate investment trust (the “Company”), is a limited partner and the general partner of the Operating Partnership. As used herein, “you” and “your”, unless the context otherwise requires, shall mean the parties to whom this underwriting agreement (this “Agreement”) is addressed together with the other parties, if any, identified in the applicable Terms Agreement

EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • May 10th, 2011 • Colonial Realty Limited Partnership • Real estate investment trusts • New York
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AGREEMENT AND PLAN OF MERGER by and among MID-AMERICA APARTMENT COMMUNITIES, INC. MID-AMERICA APARTMENTS, L.P. MARTHA MERGER SUB, L.P. COLONIAL PROPERTIES TRUST and COLONIAL REALTY LIMITED PARTNERSHIP Dated as of June 3, 2013
Agreement and Plan of Merger • June 3rd, 2013 • Colonial Realty Limited Partnership • Real estate investment trusts • Alabama

This AGREEMENT AND PLAN OF MERGER, dated as of June 3, 2013 (this “Agreement”), is by and among MID-AMERICA APARTMENT COMMUNITIES, INC., a Tennessee corporation (“MAA”), MID-AMERICA APARTMENTS, L.P., a Tennessee limited partnership (“MAA LP”), MARTHA MERGER SUB, L.P., a Delaware limited partnership and a subsidiary of MAA LP (“OP Merger Sub”), COLONIAL PROPERTIES TRUST, an Alabama real estate investment trust (“Colonial”), and COLONIAL REALTY LIMITED PARTNERSHIP, a Delaware limited partnership (“Colonial LP”). MAA, MAA LP, OP Merger Sub, Colonial and Colonial LP are each sometimes referred to herein as a “Party” and collectively as the “Parties”.

ACQUISITION AND CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS dated SEPTEMBER 16, 2005, by and between MARELDA RETAIL DEVELOPMENT LLC, as Transferee and COLONIAL REALTY LIMITED PARTNERSHIP, as Transferor
Acquisition and Contribution Agreement and Joint Escrow Instructions • November 30th, 2005 • Colonial Realty Limited Partnership • Real estate investment trusts • Delaware

THIS ACQUISITION AND CONTRIBUTION AGREEMENT AND JOINT ESCROW INSTRUCTIONS (this “Agreement”) is made and entered into as of September 16, 2005 (the “Execution Date”), by and between (i) MARELDA RETAIL DEVELOPMENT LLC, a Delaware limited liability company (“Transferee”), and (ii) COLONIAL REALTY LIMITED PARTNERSHIP, a Delaware limited partnership (“Transferor”), for the purpose of setting forth the agreement of the parties and of instructing FIDELITY NATIONAL TITLE INSURANCE COMPANY (“Escrow Agent”) with respect to the transactions contemplated by this Agreement.

COLONIAL REALTY LIMITED PARTNERSHIP (a Delaware Limited Partnership) Debt Securities TERMS AGREEMENT
Terms Agreement • April 2nd, 2004 • 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 $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.

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

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”).

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • July 24th, 2007 • Colonial Realty Limited Partnership • Real estate investment trusts • Georgia

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”) is dated as of the 21st day of June, 2007, among COLONIAL REALTY LIMITED PARTNERSHIP (“Borrower”), COLONIAL PROPERTIES TRUST, an Alabama Trust (the “Guarantor”), WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Agent”), BANK OF AMERICA, N.A., as Syndication Agent, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agent, CITICORP NORTH AMERICA, INC., as Co-Documentation Agent, AMSOUTH BANK, as Co-Documentation Agent, PNC BANK, NATIONAL ASSOCIATION, as Co-Senior Managing Agent, and U.S. BANK NATIONAL ASSOCIATION, as Co-Senior Managing Agent, and the lenders a party hereto (collectively, the “Lenders”).

REDEMPTION OF MEMBERSHIP INTERESTS AGREEMENT
Redemption of Membership Interests Agreement • February 26th, 2010 • Colonial Realty Limited Partnership • Real estate investment trusts • Delaware

This Redemption of Membership Interests Agreement(this “Agreement”) is made as of the 25th day of November, 2009 by and between COLONIAL OFFICE JV LLC, a Delaware limited liability company, having an address at 2101 6th Avenue North, Suite 750, Birmingham, Alabama 35203 (“Member”) and CRTP OP LLC, a Delaware limited liability company, having an address c/o DRA Advisors LLC, 220 East 42nd Street, New York, New York 10017 (the “Company”) and DRA CRT ACQUISITION CORP., a Delaware corporation, having an address c/o DRA Advisors LLC, 220 East 42nd Street (27th Floor), New York, New York 10017 (“DRA Member”).

COLONIAL REALTY LIMITED PARTNERSHIP (a Delaware Limited Partnership) Debt Securities TERMS AGREEMENT
Terms Agreement • September 28th, 2005 • 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 $325,000,000 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.

COLONIAL REALTY LIMITED PARTNERSHIP (a Delaware Limited Partnership) Debt Securities TERMS AGREEMENT
Terms Agreement • January 31st, 2005 • 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.

MEMBERSHIP INTERESTS PURCHASE AGREEMENT dated April 25, 2007 by and between DRA G&I FUND VI REAL ESTATE INVESTMENT TRUST and COLONIAL PROPERTIES TRUST
Membership Interests Purchase Agreement • May 1st, 2007 • Colonial Realty Limited Partnership • Real estate investment trusts • Delaware

THIS MEMBERSHIP INTERESTS PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 25, 2007 (the “Execution Date”), by and between (i) DRA G&I FUND VI REAL ESTATE INVESTMENT TRUST, a Maryland real estate investment trust (“Buyer”), and (ii) COLONIAL PROPERTIES TRUST, an Alabama real estate investment trust (“Colonial REIT”).

MEMBERSHIP INTERESTS PURCHASE AGREEMENT (RETAIL JOINT VENTURE) dated April 25, 2007 by and between OZRE Retail LLC as Buyer and COLONIAL PROPERTIES TRUST, as Colonial REIT
Membership Interests Purchase Agreement • May 1st, 2007 • Colonial Realty Limited Partnership • Real estate investment trusts • Delaware

THIS MEMBERSHIP INTERESTS PURCHASE AGREEMENT (RETAIL JOINT VENTURE) (this “Agreement”) is made and entered into as of April 25, 2007 (the “Execution Date”), by and between (i) OZRE Retail LLC, a Delaware limited liability company (“Buyer”), and (ii) COLONIAL PROPERTIES TRUST, an Alabama real estate investment trust (“Colonial REIT”).

FIRST AMENDMENT TO TERM LOAN AGREEMENT
Term Loan Agreement • August 8th, 2012 • Colonial Realty Limited Partnership • Real estate investment trusts • New York

This FIRST AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) dated as of March 30, 2012, by and among COLONIAL REALTY LIMITED PARTNERSHIP, a Delaware limited partnership (“Borrower”), each of the Lenders party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Agent”).

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