exv4w1



 





Exhibit 4.1




[FACE OF NOTE]




	 	 
	REGISTERED

	REGISTERED

	 
	 
	No. 001

	Principal Amount

	 
	 
	CUSIP No. 195891 AG 1

	$ 300,000,000.00







COLONIAL REALTY LIMITED PARTNERSHIP




6.25% Senior Notes due 2014




     UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.



     UNLESS AND UNTIL THIS NOTE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO
A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF DTC OR
BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH
SUCCESSOR.



     Colonial Realty Limited Partnership, a Delaware limited partnership (the
“Issuer”, which term includes any successor under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede & Co., as
nominee of The Depository Trust Company, or registered assigns, the principal
sum of Three Hundred Million Dollars ($300,000,000.00) on June 15, 2014 (the
“Stated Maturity Date”) or any Redemption Date, as defined below (each such
date being referred to as the “Maturity Date” with respect to the principal
repayable on such date), and to pay interest thereon from June 23, 2004 (or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for), semi-annually in arrears on June 15 and December 15 of each
year, commencing on December 15, 2004, and on the Maturity Date, at a rate of
interest of 6.25% per annum, until payment of said principal sum has been made
or duly provided for. Any capitalized terms used herein, including on the
reverse hereof, and not defined herein or on the reverse hereof shall have the
meaning ascribed to them in the Indenture hereinafter referred to.



     The interest so payable and punctually paid or duly provided for on an
Interest Payment Date and at the Maturity Date will be paid to the Holder in
whose name this Note (or one or



 









 







more predecessor Notes) is registered at the close of business on the
Regular Record Date for such payment, which will be June 1 or December 1
(regardless of whether such day is a Business Day) next preceding such Interest
Payment Date or Maturity Date, as the case may be. Any interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date, and may either be paid to the Holder in
whose name this Note (or one or more predecessor Notes) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice whereof shall be given to Holders
of Notes of this series not less than ten (10) days prior to such Special
Record Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange or which the
Notes of this series may be listed, and upon such notice as may be required by
such exchange, as more fully provided in the Indenture.



     The principal and Make-Whole Amount, if any, of this Note payable at the
Maturity Date will be paid against presentation and surrender of this Note at
the office or agency of the Issuer maintained for that purpose in New York, New
York. The Issuer hereby initially designates the Corporate Trust Office of the
Trustee in New York, New York as the office to be maintained by it where this
Note may be presented for payment, registration on transfer or exchange and
where notices or demands to or upon the Issuer in respect of this Note or the
Indenture may be served.



     Interest payable on this Note will be computed on the basis of a 360-day
year consisting of twelve 30-day months. If any Interest Payment Date or
Maturity Date would otherwise be a day that is not a Business Day, the required
payment will be made on the next succeeding Business Day with the same force
and effect as if it were paid on the date such payment was due, and no interest
will accrue on the amount so payable for the period from and after such
Interest Payment Date or Maturity Date, as the case may be.



     This Note may be redeemed at any time at the option of the Issuer, in
whole or from time to time in part, upon notice to the Holders of not more than
60 nor less than 30 days prior to the date fixed for redemption (the
“Redemption Date”), at a redemption price equal to the sum of (i) 100% of the
aggregate principal amount of the Notes being redeemed plus accrued but unpaid
interest thereon to the Redemption Date and (ii) the Make-Whole Amount, if any,
with respect to such Notes.



     Payments of principal, Make-Whole Amounts, if any, and interest in respect
of this Note will be made by wire transfer of immediately available funds, in
such coin or currency as at the time of payment is legal tender for the payment
of public and private debts, so long as this Note is in global form as
described in Section 203 of the Indenture. If this Note is not in global form,
all such payments will be made by wire transfer of immediately available funds
if the Holder hereof at the applicable record date shall have provided wire
transfer instructions to the Trustee, received by the Trustee no later than
fifteen (15) days prior to the applicable payment date, and otherwise payment
shall be made in accordance with Section 307 of the Indenture. Such wire
transfer instructions shall remain in effect until revoked in a writing
received by the Trustee from the Holder hereof.



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     REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON THE
REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME
EFFECT AS THOUGH FULLY SET FORTH AT THIS PLACE.



     This Note shall not be entitled to the benefits of the Indenture referred
to on the reverse hereof or be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been signed by the Trustee
under such Indenture.



* * *




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               IN WITNESS WHEREOF, the Issuer has caused this Note to be signed manually
or by facsimile by its duly authorized officers.



	 	 	 	 	 	 	 
	Dated: June 23, 2004	 	COLONIAL REALTY LIMITED PARTNERSHIP,

   as Issuer
	 
	 	 	 	 	 	 
	

	 	By:
	 	COLONIAL PROPERTIES TRUST, not	 	 
	

	 	 	 	individually but as General Partner	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/
Thomas H. Lowder
	 	 
	

	 	 	 	
 	 	 
	

	 	 	 	Thomas H. Lowder	 	 
	

	 	 	 	Chairman of the Board, President and	 	 
	

	 	 	 	Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	

	 	By:
	 	/s/ Weston M. Andress

	 	 
	

	 	 	 	
 	 	 
	

	 	 	 	Weston M. Andress	 	 
	

	 	 	 	Executive Vice President and Chief	 	 
	

	 	 	 	Financial and Investment Officer	 	 







TRUSTEE’S CERTIFICATE OF AUTHENTICATION




This is one of the Notes of the series designated herein referred to in the
within-mentioned Indenture.



	 	 	 	 	 	 	 
	Dated: June 23, 2004	 	DEUTSCHE BANK TRUST COMPANY

   AMERICAS, as Trustee
	 
	 	 	 	 	 	 
	

	 	By:	 	 /s/ Irina Golovashchuk	 	 
	

	 	 	 	
 	 	 
	

	 	 	 	Authorized Officer	 	 







 









 






[REVERSE OF NOTE]





COLONIAL REALTY LIMITED PARTNERSHIP




6.25% Senior Notes due 2014




     This Note is one of a duly authorized issue of debentures, notes, bonds or
other evidences of indebtedness of the Issuer (hereinafter called the
“Securities”) of the series hereinafter specified, all issued or to be issued
under an Indenture dated as of July 22, 1996, as supplemented by the First
Supplemental Indenture, dated as of December 31, 1998 (the “Indenture”),
between the Issuer and Deutsche Bank Trust Company Americas (formerly Bankers
Trust Company), as Trustee (herein called the “Trustee,” which term includes
any successor trustee under the Indenture with respect to the series of
Securities of which this Note is a part), to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the
respective rights, limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Issuer and the Holders of the Securities, and of
the terms upon which the Securities are, and are to be, authenticated and
delivered. The Securities may be issued in one or more series, which different
series may be issued in various aggregate principal amounts, may mature at
different times, may bear interest (if any) at different rates, may be subject
to different redemption provisions (if any), and may otherwise vary as provided
in the Indenture. This Note is one of the outstanding Securities of a series
designated as the “6.25% Senior Notes due 2014” of the Issuer (the “Notes”),
limited in aggregate principal amount to $300,000,000.00.



     In case an Event of Default with respect to the Notes shall have occurred
and be continuing, the principal of, and premium or Make-Whole Amount, if any,
may be declared, and upon such declaration shall become, due and payable, in
the manner, with the effect, and subject to the conditions provided in the
Indenture.



     As provided in and subject to the provisions of the Indenture, the Holder
of this Note shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver or trustee or for any
other remedy thereunder, unless (i) such Holder shall have previously given
written notice to the Trustee of a continuing Event of Default with respect to
the Notes, (ii) the Holders of not less than 25% in principal amount of the
Notes shall have made written request to the Trustee to institute proceedings
in respect of such Event of Default in its own name as Trustee, (iii) such
Holder or Holders have offered reasonable indemnity to the Trustee against the
costs, expenses and liabilities to be incurred in compliance with such request,
(iv) the Trustee shall have failed to institute any such proceeding for 60 days
after its receipt of such notice, request and offer of indemnity and (v) the
Trustee shall not have received from the Holders of a majority in principal
amount of the Notes a direction inconsistent with such request.



     The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes to be affected under the
Indenture at any time by the Issuer and the Trustee with the consent of the
Holders of not less than a majority in principal amount of the Notes affected
thereby. The Indenture also contains provisions permitting the Holders of at
least a



 









 







majority in principal amount of the Notes, on behalf of the Holders of all
Notes, to waive compliance by the Issuer with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holders of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or
in lieu hereof, whether or not notation of such consent or waiver is made upon
this Note.



     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of, premium or Make-Whole
Amount, if any, and interest on this Note at the times, place and rate, and in
the coin or currency, herein prescribed.



     As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Security Register,
upon surrender of this Note for registration of transfer at the office or
agency of the Issuer in any Place of Payment where the principal of, premium or
Make-Whole Amount, if any, on, and interest on this Note are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Issuer and the Security Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereon one or
more new Notes of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.



     The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes of a different
authorized denomination, as requested by the Holder surrendering the same.



     No service charge shall be made for any registration of transfer or
exchange of Notes, but the Issuer may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith. In
no event shall the Issuer be required to pay any Additional Amounts as
contemplated by the Indenture.



     Prior to due presentment of this Note for registration of transfer, the
Issuer, the Trustee, and any authorized agent of the Issuer or the Trustee may
treat the Person in whose name this Note is registered as the absolute owner of
this Note (whether or not this Note shall be overdue and notwithstanding any
notation of ownership or other writing hereon), for the purpose of receiving
payment of, or on account of, the principal hereof and premium, if any, and
subject to the provisions on the face hereof, interest hereon, and for all
other purposes, and none of the Issuer, the Trustee or any authorized agent of
the Issuer or the Trustee shall be affected by any notice to the contrary.



     Notwithstanding anything contained herein or in the Indenture to the
contrary, no recourse under or upon any obligation, covenant or agreement
contained in the Indenture or in this Note, or because of any indebtedness
evidenced thereby (including without limitation, any obligation or indebtedness
relating to the principal of, or premium or Make-Whole Amount, if any, interest
or any other amounts due, or claimed to be due, on this Note), or for any claim
based thereon or otherwise in respect thereof, shall be had (i) against
Colonial Properties Trust or



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any other partner in the Issuer, (ii) against any other person which owns
an interest, directly or indirectly, in any partner in the Issuer, or (iii)
against any promoter, as such, or against any past, present of future
stockholder, partner, officer or director, as such, of the Issuer or of any
successor, either directly or through the Issuer or any successor, under any
rule of law, statute or constitutional provisions or by the enforcement of any
assessment or by any legal or equitable proceeding or, otherwise, all such
liability being expressly waived and released by the acceptance of this Note by
the Holder thereof and as part of the consideration for the issue of the Notes.
The Holder of this Note acknowledges by acceptance of this Note that its sole
remedies under the Indenture for any Default by the Issuer in the payment of
the principal of, or any premium or Make-Whole Amount, if any, interest or any
amounts due, or claimed to be due, on this Note, or otherwise, are limited to
claims against the property of the Issuer as provided in Section 503 of the
Indenture.



     Notwithstanding anything contained in the Indenture to the contrary,
“Make-Whole Amount” and “Reinvestment Rate” as used with respect to this Note
shall have the following meanings:



     “Make-Whole Amount” means, in connection with any optional redemption of
the Notes, the excess, if any, of: (i) the aggregate present value as of the
date of such redemption of each dollar of principal being redeemed and the
amount of interest (exclusive of interest accrued to the date of redemption)
that would have been payable in respect of each such dollar if such redemption
had not been made, determined by discounting, on a semi-annual basis, such
principal and interest at the Reinvestment Rate (determined on the third
Business Day preceding the date notice of such redemption is given) from the
respective dates on which such principal and interest would have been payable
if such redemption had not been made, to the date of redemption; over (ii) the
aggregate principal amount of the Notes being redeemed.



     “Reinvestment Rate” means .25% plus the arithmetic mean of the yields
under the heading “Week Ending” published in the most recent Statistical
Release under the caption “Treasury Constant Maturities” for the maturity,
rounded to the nearest month, corresponding to the remaining life to maturity,
as of the payment date of the principal amount of the Notes being redeemed. If
no maturity exactly corresponds to such maturity, yields for the two published
maturities most closely corresponding to such maturity shall be calculated
pursuant to the immediately preceding sentence and the Reinvestment Rate shall
be interpolated or extrapolated from such yields on a straight-line basis,
rounding in each of such relevant periods to the nearest month. For the
purposes of calculating the Reinvestment Rate, the most recent Statistical
Release published prior to the date of determination of the Make-Whole Amount
shall be used. If the format or content of the Statistical Release changes in a
manner that precludes determination of the Treasury yield in the above manner,
then the Treasury yield shall be determined in the manner that most closely
approximates the above manner, as reasonably determined by the Company.



     “Statistical Release” means the statistical release designated “H.15(519)”
or any successor publication which is published weekly by the Federal Reserve
System and which reports yields on actively traded United States government
securities adjusted to constant



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maturities, or, if such statistical release is not published at the time
of any required determination under the indenture, then such other reasonably
comparable index which shall be designated by the Company.



     THE INDENTURE AND EACH NOTE SHALL BE DEEMED TO BE A CONTRACT UNDER THE
LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF SUCH STATE, EXCEPT AS MAY OTHERWISE BE REQUIRED BY
MANDATORY PROVISIONS OF LAW.



     Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Issuer has caused “CUSIP” numbers to be
printed on the Notes as a convenience to the Holders of such Notes. No
representation is made as to the correctness or accuracy of such CUSIP numbers
as printed on the Notes, and reliance may be placed only on the other
identification numbers printed hereon.



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ABBREVIATIONS




     The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in fully
according to applicable laws or regulations:



	 	 	 	 	 	 	 
	TEN COMM

	 	-
	 	as tenants in common
	 	UNIF GIFT MIN ACT -
	TEN ENT

	 	-
	 	as tenants by the entireties
	 	             
  Custodian    
	JT TEN

	 	-
	 	as joint tenants with right
	 	(Cust)                              (Minor)
	

	 	 	 	of survivorship and not as
tenants in common
	 	Under Uniform Gifts to Minors


Act 

          
          
          
State







Additional abbreviations may also be used though not in the above list.









Social Security or taxpayer I.D. or other identifying number of assignee.









     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto













(name and address of assignee)



the within Note and all rights thereunder, hereby irrevocably
constituting and
appointing                                  , attorney to transfer said Note on the books
kept for registration thereof, with full power of substitution in the premises.



	 	 	 	 	 
	Dated: