This Reimbursement Agreement is made and entered into as of the 25th day of January, 2000 by (NAME),
having an address at (HOME) (the "Participant"), in favor of Colonial Realty Limited Partnership, a Delaware
limited partnership ("Colonial"), and Colonial Properties Trust, an Alabama real estate investment trust (the
"REIT") (Colonial and the REIT are referred to herein individually and collectively as the "Guarantors").
A. The Participant applied for and obtained a loan from the Lenders (as hereinafter defined) in the original
principal amount of (DLRSWORDS) ($DLRS) for the purpose of purchasing (UNITSWORDS) (UNITS) Class
A Units (the "Purchased Units") of Colonial (the "Participant Loan").
B. In order to induce the Lenders to make the Participant Loan, Colonial and the REIT executed and delivered a
Facility and Guaranty Agreement dated as of December 17, 1999 among Colonial, the REIT, the financial
institutions named therein (the "Lenders") and Bank One, NA, individually and as Agent for the Lenders (the
"Guaranty"; capitalized terms used in this Agreement and not otherwise defined shall have the respective meanings
C. In order to induce Colonial and the REIT to execute and deliver the Guaranty, the Participant has agreed to
execute and deliver this Agreement in favor of Colonial, the REIT and the Other Guarantors pursuant to which
the Participant will reimburse Colonial, the REIT and the Other Guarantors on demand in accordance with the
provisions set forth hereinbelow.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Participant hereby agrees as follows:
Section 1. Absolute and Unconditional Reimbursement Obligation.
(a) The Participant hereby absolutely and unconditionally agrees, subject to subsection (b) of this Section 1, (i) to
reimburse the Guarantors fully and promptly, upon demand,