AMENDMENT TO CREDIT AGREEMENT


         THIS  AMENDMENT  TO CREDIT  AGREEMENT  (this  "Agreement")  is made and
entered into as of the 10th day of July,  1998,  among  COLONIAL  REALTY LIMITED
PARTNERSHIP,   a  Delaware  limited   partnership  (the  "Borrower"),   COLONIAL
PROPERTIES TRUST, an Alabama trust ("CPT"), COLONIAL PROPERTIES HOLDING COMPANY,
INC., an Alabama corporation  ("CPHC";  CPHC and CPT are collectively,  known as
the "Guarantors"),  SOUTHTRUST BANK,  NATIONAL  ASSOCIATION,  a national banking
association,  AMSOUTH BANK, a state banking corporation,  WACHOVIA BANK, N.A., a
national banking association,  FIRST NATIONAL BANK OF COMMERCE, N.A., a national
banking association,  WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking
association and PNC BANK, NATIONAL ASSOCIATION,  a national banking association,
successor by merger to PNC Bank, Ohio, National Association  (collectively,  the
"Banks").


                                R E C I T A L S:

         A. Borrower, Guarantors and Banks have entered into that certain Credit
Agreement  dated  July  10,  1997  (as  so  amended,  the  "Credit  Agreement").
Capitalized  terms  used  herein  without  definition  shall  have the  meanings
ascribed to such terms in the Credit Agreement.

         B. Borrower,  Guarantors and Banks desire to amend the Credit Agreement
to increase the Aggregate Commitment from $200,000,000 to $250,000,000.


                                    AGREEMENT

         NOW,  THEREFORE,  in consideration of the foregoing  recitals and other
good and valuable consideration, the parties hereto agree as follows:

         1. Article 1 of the Credit  Agreement is hereby amended by deleting the
definitions of "Agent Fee", "Aggregate Commitment",  "Commitment Fee", "Facility
Fee",  "Maximum  Borrowing  Base",   "Pool",   "Pool  GAV",  "Revolver  Period",
"Stabilized Properties", and "Total Liabilities" , and by inserting in lieu
thereof the following definitions:

                  "Agent Fee" means $50,000.

                  "Aggregate  Commitment"  means  $250,000,000  subject to being
decreased as set forth in Section 2.8.

                  "Commitment  Fee" means a commitment fee equal to fifteen (15)
basis points of the Aggregate  Commitment.  Such commitment fee shall be paid to
Lenders based upon their pro rata share of the Loans.


<PAGE>


                 "Facility  Fee" means a facility  fee equal to eight (8) basis
         points  per annum of each  Lender's  average  unfunded  portion of such
         Lender's  Commitment,  payable  monthly in  arrears.  For  purposes  of
         calculating  the  unfunded  portion  of a Lender's  Commitment  for any
         month, such Lender's Commitment  Percentage of any unexpired Letters of
         Credit  and any  Competitive  Bid  Loans  made by such  Lender  will be
         considered  outstanding  loans.  Such Competitive Bid Loans will not be
         considered  outstanding  loans for purposes of  computing  the unfunded
         portion of any other Lender's  Commitment.  Attached hereto as Schedule
         1.2 is an example of the method of calculating the Facility Fee.

                  "Maximum Borrowing Base" means the difference between (i) Pool
         GAV divided by 1.70,  and (ii)  Unsecured  Liabilities  (excluding  the
         outstanding  principal  balance  of the  Loans  and  the  Reimbursement
         Obligation),  all as  more  particularly  set  forth  on Line 14 of the
         Compliance Certificate

                  "Pool" shall mean the Credit Parties'  unencumbered asset pool
         which shall consist of (i) cash from a 1031 exchange, (ii) cash or cash
         equivalents  held  by the  Credit  Parties  for  the  sole  purpose  of
         liquidating  or retiring  unsecured  Debt,  and (iii) all Properties of
         Credit  Parties  which  meet  all  of  the  following  criteria:  (a) a
         certificate  of occupancy  has been issued for the Property and remains
         in full force and  effect,  (b) the  Property  has been at least  fifty
         percent (50%) leased (based on actual  leasable  square  footage at the
         Property)  for the most  immediately  preceding  three (3)  consecutive
         months  based on leases  wherein  the  tenants  are paying at least the
         average monthly lease payments required by the terms of such leases and
         such  leases are free from  default by either  the  landlord  or tenant
         thereunder,  (c) there is no Lien on the  Property,  and (d) the Credit
         Parties have provided Agent with a Phase I environmental report for the
         Property in form and content acceptable to Lenders. Notwithstanding the
         foregoing, the amount of Non-Stabilized Properties included in the Pool
         shall  not  exceed   twenty-five   percent  (25%)  of  Pool  GAV.  (Any
         Non-Stabilized  Property  included in the Pool will be removed from the
         Pool if such  Property  fails to meet the  definition  of a "Stabilized
         Property"  within nine (9) months from the date such  Property is first
         included in the Pool.)

                  "Pool GAV" shall mean the sum of (without redundancy) (i) 100%
         of  Pool  EBITDA  from  Stabilized   Properties,   capitalized  at  the
         appropriate  Capitalization Rate, (ii) for each Non-Stabilized Property
         in the  Pool,  the  lesser  of  (a)  75% of the  Gross  Book  Value  of
         Non-Stabilized   Properties   in  the  Pool,  or  (b)  Pool  EBITDA  of
         Non-Stabilized Properties capitalized at the appropriate Capitalization
         Rate,  and  (iii)  cash  from a 1031  exchange,  and (iv)  cash or cash
         equivalents  held  by the  credit  parties  for  the  sole  purpose  of
         liquidating or retiring unsecured debt.  Notwithstanding the foregoing,
         any Properties  acquired  during the applicable  reporting  period that
         qualify for Pool shall be valued at Gross Book Value.



<PAGE>


                  "Revolver  Period"  means the period of time from the  Closing
         Date until July 10, 2000, unless extended by Lenders in accordance with
         Section 2.8. hereof.

                  "Stabilized  Properties"  shall mean any Property  which meets
         all of the following criteria:  (i) a certificate of occupancy has been
         issued for the Property and remains in full force and effect,  (ii) the
         Property has been at least eighty-five percent (85%) occupancy level if
         multifamily, retail, or office (based on actual leasable square footage
         at  the  property)  for  the  most  immediately   preceding  three  (3)
         consecutive  months  based on leases  wherein the tenants are paying at
         least the average monthly lease payments  required by the terms of such
         leases and such leases are free from  default by either the landlord or
         tenant thereunder, and (iii) there is no Lien on the Property. However,
         if a  historically  Stabilized  Property  drops below the above  listed
         occupancy threshold level, such Property may again become classified as
         a Stabilized  Property after attaining a ninety percent (90%) occupancy
         level for a monthly  reporting  period if such  Property  attains  such
         ninety percent (90%)  occupancy level within three months of previously
         being classified as a Stabilized Property.

                  "Total  Liabilities"  shall  mean  (without  redundancy),  all
         mortgage debt,  letters of credit, the deferred purchase price pursuant
         to  purchase  agreements  or  contracts,  to the extent  such  deferred
         purchase  price is required to be  included  in  accordance  with GAAP,
         forward equity  commitments  (however,  such  commitments  shall not be
         considered debt if such  commitments are required to be replaced dollar
         for dollar with equity),  pre-purchase  deals (including all assets and
         liabilities of such pre-purchase deals),  unsecured debt,  subordinated
         debt, payables,  accrued expenses,  lease obligations (including ground
         leases), guarantees of indebtedness and unfunded obligations,  pro rata
         share of non-recourse debt in an  Unconsolidated  Subsidiaries or joint
         ventures  (where the pro rata share of the asset has been included) and
         any loan  where any of the  Credit  Parties  are  liable  for debt as a
         general partner,  and one hundred percent (100%) of recourse debt in an
         Unconsolidated  Subsidiaries or joint ventures, and one hundred percent
         (100%) of recourse debt incurred by any of the Credit Parties.

         2. Article 1 of the Credit  Agreement  is hereby  amended by adding the
following definitions:

                  "Increase  Commitment Fee" means a one-time commitment fee for
         the  $50,000,000  increase,  which is due and payable upon execution of
         this Agreement and will be calculated by multiplying  $75,000 (15 basis
         of the $50,000,000  increase) by a fraction,  the numerator of which is
         the  number of days from  execution  of this  Agreement  until July 10,
         1998, and the denominator of which is 365. Such increase commitment fee
         shall be paid to Lenders based upon their pro rata share of the Loans.



<PAGE>


                  "Up-Front Fee" means a one-time  up-front  commitment equal to
         15 basis points of the $50,000,000 increase. Such up-front fee shall be
         paid to Lenders based upon their pro rata share of the Loans.


         3. Section  2.4(a) of the Credit  Agreement  shall be amended to delete
the  indented  information  in its entirety and by inserting in lieu thereof the
following:

Published Debt Rating                                                 Margin
---------------------                                                 ------
 Less than BBB-/Baa3 or unrated by a Qualified Rating Agency           135
 Equal to BBB-/Baa3                                                     95
 Equal to or greater than BBB/Baa2                                      80

         4. Section 2.6 of the Credit  Agreement  shall be amended to delete the
first sentence of the section and insert in lieu thereof the following:

                  "The  Borrower  shall  pay  the  Up-Front  Fee,  the  Increase
         Commitment  Fee,  and the  Commitment  Fee to  Agent,  for  account  of
         Lenders,  on the Closing Date of the Amendment to the Credit  Agreement
         and shall pay the Commitment Fee to Agent,  for account of Lenders,  on
         each anniversary of the Closing Date."

         5.  Section  2.8(b) of the  Credit  Agreement  shall be  deleted in its
 entirety, and the following inserted in its place:

                  (b)      If Lenders elect not to extend the Revolver Period,

                                    (i) by the day  that  is  three  (3)  months
                           after  the  Conversion  Date,   Borrower  shall  have
                           reduced the aggregate  outstanding  principal balance
                           of  all  Loans   (inclusive   of  the   Reimbursement
                           Obligation) to  $229,700,000  (and the maximum amount
                           of   Competitive   Bid  Loans  shall  be  reduced  to
                           $114,850,000),

                  (ii) by the day that is six (6)  months  after the  Conversion
              Date, Borrower shall have reduced the
                           aggregate  outstanding principal balance of all Loans
                           (inclusive  of  the   Reimbursement   Obligation)  to
                           $209,400,000  (and the maximum  amount of Competitive
                           Bid Loans shall be reduced to $104,700,000),

                                    (iii)  by the day  that is nine  (9)  months
                           after  the  Conversion  Date,   Borrower  shall  have
                           reduced the aggregate  outstanding  principal balance
                           of  all  Loans   (inclusive   of  the   Reimbursement
                           Obligation) to  $189,100,000  (and the maximum amount
                           of   Competitive   Bid  Loans  shall  be  reduced  to
                           $94,550,000),


<PAGE>


                   (iv)  by the  day  that  is  twelve  (12)  months  after  the
              Conversion Date, Credit Parties shall have
                           reduced the aggregate  outstanding  principal balance
                           of  all  Loans   (inclusive   of  the   Reimbursement
                           Obligation)  to  $168,750,000,000  (and  the  maximum
                           amount of  Competitive  Bid Loans shall be reduced to
                           $84,375,000),

                                    (v) by the day that is fifteen  (15)  months
                           after  the  Conversion  Date,   Borrower  shall  have
                           reduced the aggregate  outstanding  principal balance
                           of  all  Loans   (inclusive   of  the   Reimbursement
                           Obligation) to  $137,500,000  (and the maximum amount
                           of   Competitive   Bid  Loans  shall  be  reduced  to
                           $68,750,000),

                                    (vi) by the day that is eighteen (18) months
                           after  the  Conversion  Date,   Borrower  shall  have
                           reduced the aggregate  outstanding  principal balance
                           of  all  Loans   (inclusive   of  the   Reimbursement
                           Obligation) to  $106,250,000  (and the maximum amount
                           of   Competitive   Bid  Loans  shall  be  reduced  to
                           $53,125,000),

                    (vii) by the day that is  twenty-one  (21) months  after the
              Conversion Date, Borrower shall have
                           reduced the aggregate  outstanding  principal balance
                           of  all  Loans   (inclusive   of  the   Reimbursement
                           Obligation) to $75,000,000 (and the maximum amount of
                           Competitive   Bid   Loans   shall   be   reduced   to
                           $37,500,000), and

                  (viii) on the Maturity Date, the outstanding principal balance
                of all Loans, together with all
              accrued and unpaid interest thereon shall be due and
                                    payable.

         6. The  Letter of  Credit  Fee as set forth in  Section  2A.3  shall be
reduced to from one percent (1%) to three-quarters of a percent (3/4%).

          7. The Credit  Agreement is amended to add the  following  Sections to
Article 6:

                           6.23. Newly formed subsidiaries of CPT as Guarantors.
                  CPT agrees  that any newly  formed  subsidiaries  of CPT shall
                  execute an  agreement  guarantying  the prompt  payment of the
                  Credit Party Obligations in full when due and shall assume and
                  agree to all  conditions  and  terms  set  forth in  Article 3
                  hereof.

                           6.24.    Year 2000 Representations and Warranties



<PAGE>


                           (a) Borrower has (i) begun  analyzing the  operations
                  of Borrower and its  subsidiaries and affiliates that could be
                  adversely  affected by failure to become  Year 2000  compliant
                  (that is, that computer applications,  imbedded microchips and
                  other systems will be able to perform date-sensitive functions
                  prior to and after  December 31, 1999) and;  (ii)  developed a
                  plan for  becoming  Year 2000  compliant  in a timely  manner,
                  implementation  of  which  is  on  schedule  in  all  material
                  respects.  Borrower  reasonably  believes  that it will become
                  Year  2000  compliant  for its  operations  and  those  of its
                  subsidiaries  and  affiliates  on a timely basis except to the
                  extent  that  a  failure  to do so  could  not  reasonably  be
                  expected to have a material  adverse effect upon the financial
                  condition of Borrower.

                           (b)  Borrower  will  promptly  notify  Lenders in the
                  event Borrower determines that any computer  application which
                  is material to the operations of Borrower, its subsidiaries or
                  any of its  material  vendors or  suppliers  will not be fully
                  Year 2000  compliant on a timely  basis,  except to the extent
                  that such failure  could not  reasonably be expected to have a
                  material  adverse  effect  upon  the  financial  condition  of
                  Borrower.

         8.       Section  7.8 shall be  amended  to delete  subsection  (g) and
                  insert in lieu thereof the following:

                           (g)      the ratio of Secured Liabilities to GAV to 
                              exceed thirty-five (35%).

         9. Section 7.8 shall be amended to add the following:

                (h)        the  ratio of total  preferred  stock of CPT to Total
                           Market   Capitalization  to  exceed  fifteen  percent
                           (15%).

         10. The Credit  Agreement is hereby further  amended by deleting in its
entirety  Schedule  1.1 and  inserting  in lieu  thereof  Schedule  1.1 attached
hereto.

         11. The Credit  Agreement is hereby further  amended by deleting in its
entirety Exhibit E and inserting in lieu thereof Exhibit E attached hereto.

         12.  Borrowers  represent  and  warrant  that all  representations  and
warranties set forth in Article 5 of the Credit  Agreement,  as amended  hereby,
are  true  and  correct  on the  date  hereof,  and  that,  to the best of their
knowledge, no Default or Event of Default has occurred or exists.

         13. No right of any Bank with respect to the Loan  Documents is or will
be in  any  manner  released,  destroyed,  diminished,  or  otherwise  adversely
affected by this Agreement.

         14. All references in the Loan Documents to the Credit  Agreement shall
be deemed to refer,  from and after the date hereof,  to the Credit Agreement as
amended hereby, and as the same may hereafter be modified or amended.


<PAGE>


         15.  Except  as hereby  expressly  modified  and  amended,  the  Credit
Agreement shall remain in full force and effect,  and the Credit  Agreement,  as
amended,  is hereby  ratified and affirmed in all  respects.  Borrowers  confirm
that,  to the best of their  knowledge,  they have no defenses  or setoffs  with
respect  to their  obligations  pursuant  to the  Credit  Agreement,  as amended
hereby.

         16. This  Agreement  shall inure to the benefit of and be binding  upon
the parties hereto, and their respective successors and assigns.

         17. This Agreement may be executed in any number of counterparts,  each
of which shall be deemed an  original,  but all of which,  when taken  together,
shall constitute one and the same instrument.

         18. TO THE EXTENT  PERMITTED BY APPLICABLE LAW,  BORROWERS HEREBY WAIVE
ANY  RIGHT  ANY OF THEM MAY HAVE TO  TRIAL BY JURY ON ANY  CLAIM,  COUNTERCLAIM,
SETOFF,  DEMAND,  ACTION OR CAUSE OF  ACTION  (I)  ARISING  OUT OF OR IN ANY WAY
PERTAINING OR RELATING TO THIS AGREEMENT OR THE LOAN  DOCUMENTS,  OR (II) IN ANY
WAY CONNECTED  WITH OR PERTAINING OR RELATED TO OR INCIDENTAL TO ANY DEALINGS OF
THE PARTIES  HERETO WITH RESPECT TO THIS  AGREEMENT OR THE LOAN  DOCUMENTS OR IN
CONNECTION WITH THE TRANSACTIONS  RELATED THERETO OR CONTEMPLATED THEREBY OR THE
EXERCISE  OF  EITHER  PARTY'S  RIGHTS  AND  REMEDIES  THEREUNDER,  IN ALL OF THE
FOREGOING CASES WHETHER NOW EXISTING OR HEREAFTER ARISING,  AND WHETHER SOUNDING
IN CONTRACT,  TORT OR OTHERWISE.  BORROWERS  AGREE THAT BANKS MAY FILE A COPY OF
THIS WAIVER WITH ANY COURT AS WRITTEN  EVIDENCE OF THE  KNOWING,  VOLUNTARY  AND
BARGAINED  AGREEMENT OF BORROWERS  IRREVOCABLY  TO WAIVE THEIR RIGHT TO TRIAL BY
JURY,  AND THAT,  TO THE EXTENT  PERMITTED  BY  APPLICABLE  LAW,  ANY DISPUTE OR
CONTROVERSY  WHATSOEVER  BETWEEN BORROWERS AND BANKS SHALL INSTEAD BE TRIED IN A
COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.


<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
properly  executed  and  delivered  to be effective as of the day and year first
above written.

BORROWER:

COLONIAL REALTY LIMITED PARTNERSHIP, a Delaware limited partnership

BY: COLONIAL PROPERTIES HOLDING COMPANY, INC., an Alabama
corporation,
Its General partner

BY: /s/Thomas H. Lowder
Thomas H. Lowder
Its President and Chief Executive Officer

GUARANTORS:

COLONIAL PROPERTIES TRUST,
an Alabama trust

BY: /s/Thomas H. Lowder
Thomas H. Lowder
Its President and Chief Executive Officer

COLONIAL PROPERTIES HOLDING COMPANY, INC., an Alabama corporation

BY: /s/Thomas H. Lowder
Thomas H. Lowder
Its President and Chief Executive Officer


                              (Signatures Continue)


<PAGE>


Signature Page to Colonial Realty Limited
Partnership Credit Agreement

LENDERS:

SOUTHTRUST BANK, NATIONAL ASSOCIATION,
a national banking association

By:/s/ Curtis J. Perry
Curtis J. Perry
Its Group Vice President


AMSOUTH BANK,
a state banking corporation

By:
Its


WELLS FARGO BANK, NATIONAL ASSOCIATION,
a national banking association

By:
Its


WACHOVIA BANK, N.A., a national banking association


By:
Robert A. Cancelliere
Its Assistant Vice President


PNC BANK, NATIONAL ASSOCIATION,
a national banking association,
successor by merger to PNC Bank, Ohio, National Association

By:
Its

(Signatures Continue)


<PAGE>



Signature Page to Colonial Realty
Limited Partnership Credit Agreement


FIRST NATIONAL BANK OF COMMERCE, N.A.,
a national banking association


By:/s/ Pete M. Yuan
Its Senior Vice President



AGENT:

SOUTHTRUST BANK, NATIONAL ASSOCIATION,
a national banking association


By: /s/ Curtis J. Perry
Curtis J. Perry
Its Group Vice President


<PAGE>


                                  SCHEDULE 1.1


Lender                                      Commitment     Commitment Percentage

SouthTrust Bank, National Association       $50,000,000             20%
AmSouth Bank                                50,000,000              20%
Wells Fargo Bank, National Association      50,000,000              20%
Wachovia Bank, N.A.                         50,000,000              20%
PNC Bank, National Association              25,000,000              10%
First National Bank of Commerce, N.A.       25,000,000              10%     
                                            ----------           --------

                           TOTALS            $250,000,000          100%



<PAGE>


                                    EXHIBIT E

                             COMPLIANCE CERTIFICATE

SouthTrust Bank, National Association,
as Agent for the Lenders


     RE: Credit  Agreement  dated July 10, 1997 among  Colonial  Realty  Limited
Partnership (the "Borrower")  Colonial  Properties Trust and Colonial Properties
Holding Company, Inc. ("Guarantors"), the Lenders, and SouthTrust Bank, National
Association,  as Agent for the Lenders (as the same may hereafter be modified or
amended the "Credit Agreement")

Ladies and Gentlemen:

         This Compliance  Certificate is submitted  pursuant to Section 6.14. of
the  above-referenced  Credit  Agreement.  The  undersigned  treasurer  or chief
financial officer of the Borrower hereby certifies as follows:

          1.              No Default or Event of Default has  occurred or exists
                          except .
             -----------------------------------------------------------------

2.                As of  _________________________  (the last day of each fiscal
                  quarter for  quarterly  compliance  certificates,  or the most
                  recent    practicable    date   for   all   other   compliance
                  certificates):

                  (a)      EBITDA was 
                                      ------------------------------------------
                  (b)      Pool EBITDA was 
                                           -------------------------------------
                  (c)      GAV was 
                                   ---------------------------------------------
                  (d)      Pool GAV was 
                                        ----------------------------------------
                  (e)      Interest Expense was 
                                                --------------------------------
                  (f)      Fixed Charges were  
                                              ----------------------------------
                  (g)      Unsecured Interest Expense was  
                                                          ----------------------
                  (h)      Unsecured Liabilities were   
                                                      --------------------------
                  (i)      Debt was                
                                    --------------------------------------------
GE>


                  (j)      Total Market Capitalization was   
                                                           ---------------------
                  (k)      Total Liabilities were          
                                                  ------------------------------
                  (l)      Secured Liabilities were           
                                                    ----------------------------
                  (m)      CPT's distributions to shareholders were  
                                                                    ------------
                  (n)      CRLP's distributions to partners were          
                                                                 ---------------
                  (o)      Funds From Operations were                      
                                                      --------------------------
3. As of the date specified in 2. above:

                  (a)      The ratio of EBITDA to Interest Expense was:

                           Required:        Not less than 2.0 to 1.0
                           Actual:                       to 1.0

                  (b) The ratio of EBITDA to Fixed Charges was:

                           Required:        Not less than 1.75 to 1.0
                           Actual:                         to 1.0

                  (c) The ratio of Pool  EBITDA to  Unsecured  Interest  Expense
was:

                           Required:        Not less than 2.0 to 1.0
                           Actual:                       to 1.0

                  (d) The ratio of Pool GAV to Unsecured Liabilities was:

                           Required:        Not less than 1.70 to 1.0
                           Actual:                         to 1.0

                  (e) The ratio of Debt to Total Market Capitalization was:

                           Required:        Not to exceed 55%
                           Actual:                      %

                  (f) The ratio of Total Liabilities to GAV was:

                           Required:        Not to exceed 55%
                           Actual:                      %




<PAGE>


                  (g) The ratio of Secured Liabilities to GAV was:

                           Required:        Not to exceed 35%.
                           Actual:                      %

                  (h) The ratio of total  preferred stock of CPT to Total Market
Capitalization was:

                           Required:        Not to exceed 15%
                           Actual:                      %


4. As of the date specified in 2. above:

                  (a)      CPT's distributions to shareholders were:

              Required: Not to exceed 95% of Funds From Operations
                       Actual: % of Funds From Operations.

                  (b)      CRLP's distributions to partners were:

              Required: Not to exceed 95% of Funds From Operations.
                       Actual: % of Funds From Operations.

5. The following items are attached for each Pool Property:

                  (a)      A list of all Pool Properties.

                  (b) Most recent  fiscal year end  operating  statement (to the
extent not previously submitted).

                  (c) Most recent  fiscal  quarter  operating  statement (to the
extent not previously submitted).

                  (d) Certified rent roll (certifying rents in full payment).

                  (e) Calculation of Property EBITDA and Property GAV.

                  (f)      Occupancy  for the most recent three (3)  consecutive
                           months (see Notes 1 and 2 below).

                           Note 1:  Occupancy  must be based on actual  leasable
                  square  footage at the property and leases wherein the tenants
                  are  paying  at  least  the  average  monthly  lease  payments
                  required  by the terms of such  leases and such leases must be
                  free from default by either the landlord or tenant thereunder.



<PAGE>


              Note 2: If occupancy is less than eighty-five percent
                  (85%) for any month,  please  state the number of  consecutive
                  months  that  occupancy  has been  below  eighty-five  percent
                  (85%):
                  ---------------------.


6. The following items are also attached:

                  (a)      Calculation of Pool EBITDA and Pool GAV.

                  (b)      Calculation of EBITDA and GAV.

                  (c)      List of Total Liabilities  (Please list all Unsecured
                           Liabilities  together  and  all  Secured  Liabilities
                           together by Property).

7.       For each multifamily  phased  Property,  please complete and attach the
         following information:

                  (a)      How many units included in all phases?       

                  (b) How many units included in the Pool?

                  (c)      Are  the  operating   statements  submitted  pursuant
                           hereto for the Pool  Property  only?  . If not,  what
                           percentage is attributable to Pool Property. .

                  (d)      Is the  rent  roll  submitted  hereto  for  the  Pool
                           Property  only? . If not,  please specify on the rent
                           roll the units included in the Pool Property.

8. The current information with respect to the rating of CRLP's senior unsecured
Debt is as follows:

                           Rating Agency             Rating       Date of Rating
                  a.
                  b.
                  c.
                  d.

9.                All  representations  and  warranties  contained in the Credit
                  Agreement and the other Credit  Documents are true and correct
                  as though given on the date hereof except
                  ----------------------------.

10.               Credit  Parties  represent  and  warrant  that  each  Property
                  described  in the list  provided  pursuant  to  Section  5(a),
                  satisfies the conditions for inclusion in the Pool.

11. All information provided herein or attached hereto is true and correct. 1.

<PAGE>



12.  Capitalized  terms not defined herein shall have the meanings given to such
terms in the Credit Agreement.

13. The following  Letters of Credit have been issued and are outstanding  under
the Revolving Loan:

(a)       Date of Letter   (b)      Undrawn Amount (c) Unreimbursed Draws      
(d)    Expiration Date






                  TOTAL                                                       

14.               The Maximum Borrowing Base is as follows:

(1)      Pool GAV / 1.70                                               

(2)                        Unsecured  Liabilities   (excluding  the  outstanding
                           principal balance of the Swing Loan,  Revolving Loan,
                           and Reimbursement Obligation)

(3)      Difference between Line 14(a) and 14(b)                       
                                                              ---------

(4)      Lesser of $250,000,000 or Line 14(c)                          
                                                              ---------

(5)      Amount of Reimbursement Obligation
                           (Total of Line 13(b) and 13(c))   
(6)      Amount of outstanding principal balance
                           of Competitive Bid Loans     
(7)      Amount of outstanding principal balance
                           of Swing Loan                     
(8)      Maximum Borrowing Base
                           (Line 14(d) less Line 14(e), Line 14(f),
                           and Line 14 (g)                          

         Dated this ____ day of __________________, 199__.




<PAGE>


COLONIAL REALTY LIMITED PARTNERSHIP, a Delaware limited partnership

By: Colonial Properties Holding Company, Inc., an Alabama
corporation
Its General Partner

By:/s/Howard B. Nelson Jr.    
Its:Chief Financial Officer