UNITED STATES ~~SECURITIES~~ ~~AND EXCHANGE COMMISSION~~

~~WASHINGTON,~~SECURITIES AND ~~D.C.~~EXCHANGE ~~20549~~ COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT ~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~Date~~PURSUANT ofTO ~~Report~~SECTION ~~(date~~13 ofOR ~~earliest event reported~~15(d): ~~April 6,~~OF ~~2009~~THE

~~COLONIAL~~SECURITIES ~~PROPERTIES~~EXCHANGE ~~TRUST~~ ACT OF 1934

~~(Exact~~Date ~~name~~ of ~~registrant~~Report as(Date ~~specified~~of inearliest ~~its~~event ~~charter~~reported): December 6, 2013

Alabama (State or other jurisdiction of incorporation) 1-12358 (Commission File Number) 59-7007599 (IRS Employer Identification Number)

COLONIAL REALTY LIMITED PARTNERSHIP

(Exact ~~name~~ Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its charter~~Charter)

Delaware (State or other jurisdiction of incorporation) 0-20707 (Commission File Number) 63-1098468 (IRS Employer Identification Number)


Delaware	0-20707	63-1098468
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

c/o Mid-America Apartment Communities, Inc. 6584 Poplar Avenue Memphis, Tennessee		38138
(Address of Principal Executive offices)		(Zip Code)

~~2101~~Registrant’s ~~Sixth~~telephone ~~Avenue North~~number, ~~Suite 750, Birmingham, Alabama 35202~~including ~~(Address~~area ofcode: ~~principal executive offices~~(901) ~~(Zip~~682-6600 ~~Code)~~

~~(205) 250-8700 (Registrant’s telephone number, including area code)~~N/A

~~Not applicable~~ (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

o¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 71.01. ~~Regulation~~Entry FDinto ~~Disclosure.~~a Material Definitive Agreement

OnSupplemental April 6, 2009, Colonial Properties Trust (“Colonial”) and Colonial Realty Limited Partnership (“Colonial Realty”, and together with Colonial, the “Company”) issued a press release in which, among other things, Colonial provided updated full-year 2009 guidance. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1. The information contained therein regarding updated full-year 2009 guidance under the heading “Updated 2009 EPS and FFO Per Share Guidance” is incorporated by reference herein. Such information shall not be deemed “filed” with the Securities and Exchange Commission (the “SEC”) or incorporated by reference in any registration statement filed by Colonial under the Securities Act of 1933, as amended. Indenture

~~Item~~On 8December 6, 2013, Colonial Realty Limited Partnership (“CRLP”), a Delaware limited partnership and wholly owned subsidiary of Mid-America Apartments, L.01P. ~~Other~~(“MAALP”), a ~~Events~~Tennessee limited partnership and majority owned subsidiary of Mid-America Apartment Communities, Inc., a Tennessee corporation, entered into the Second Supplemental Indenture (the “Second Supplemental Indenture”) with Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”) to the indenture, dated as of July 22, 1996 (the “Base Indenture”), as amended by the First Supplemental Indenture, dated as of December 31, 1998 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Existing Indenture”), each between CRLP and the Trustee, relating to CRLP’s currently outstanding 6.25% Senior Notes due 2014 (the “Existing 2014 Notes”), 5.50% Senior Notes due 2015 (the “Existing 2015 Notes”) and 6.05% Senior Notes due 2016 (the Existing 2016 Notes, and together with the Existing 2014 Notes and the Existing 2015 Notes, the “Existing Notes”).

InThe ~~addition,~~Second inSupplemental ~~its~~Indenture ~~April 6,~~amended the ~~2009~~Existing ~~press~~Indenture ~~release,~~by ~~the Company~~ (i) ~~announced~~ ~~the~~including ~~commencement by~~a ~~Colonial~~provision ~~Realty~~allowing for the satisfaction of aCRLP’s ~~cash~~reporting ~~tender~~obligations ~~offer~~under ~~for~~the Existing upIndenture tothrough ~~$175.0 million~~the filing or delivery of ~~certain~~annual ~~series~~reports, quarterly reports and other documents of ~~Colonial~~MAALP, (ii) eliminating ~~Realty’s~~substantially ~~outstanding~~all ~~notes~~of the restrictive covenants and certain affirmative covenants, (iiiii) ~~provided~~ eliminating an ~~update~~event onof default and (iv) modifying certain other ~~2009~~provisions ~~developments~~contained in the Existing Indenture, as described below (the “Amendments”). The inAmendments also amend the ~~attached~~Existing ~~press~~Indenture ~~release~~to make certain conforming or other changes to the Existing Indenture, including modification or deletion of certain definitions and cross references. The ~~information~~Existing ~~contained~~Indenture inprovides that a supplemental indenture of this type may be entered into upon receipt of consents from holders representing at least a majority of the ~~attached~~outstanding ~~press~~aggregate ~~release~~principal amount ~~regarding~~of each of the Existing 2014 Notes, the Existing 2015 Notes and the Existing 2016 Notes (the “Requisite Consents”). Prior to the ~~commencement~~execution of the ~~tender~~Second ~~offer~~Supplemental Indenture, MAALP solicited, on behalf of CRLP, and received the ~~information~~Requisite ~~under~~Consents in connection with the ~~heading~~offers to exchange and consent solicitations for the outstanding Existing Notes (the “~~Other~~Exchange ~~2009 Developments~~Offers”). The isAmendments ~~incorporated~~will become operative if and when the Requisite Consents are accepted by ~~reference~~MAALP ~~herein~~and MAALP delivers an officers’ certificate to the Trustee informing the Trustee of such acceptance. The Exchange Offers expired at 11:59 p.m., New York City time, on December 10, 2013.

~~* * *~~In addition, the Second Supplemental Indenture also supplements the Base Indenture to evidence MAALP’s succession, through the merger of a wholly owned indirect subsidiary of MAALP with and into CRLP, with CRLP surviving the merger as a wholly owned indirect subsidiary of MAALP, to Colonial Properties Trust’s interest as the sole general partner of CRLP and to conform certain definitions used in the Base Indenture

~~“Safe~~A ~~Harbor”~~copy ~~Statement~~of ~~under~~ the ~~Private~~Second ~~Securities~~Supplemental ~~Litigation Reform Act of 1995: Certain~~Indenture ~~statements~~is inattached ~~this~~hereto ~~Current~~as ~~Report~~Exhibit on4.1 ~~Form 8-K may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995~~ and ~~involve~~is ~~known~~incorporated ~~and~~herein unknown risks, uncertainties and other factors that may cause the company’s actual results, performance, achievements or transactions to be materially different from the results, performance, achievements or transactions expressed or implied by ~~the forward looking statements~~reference. ~~Factors~~The ~~that~~foregoing ~~impact~~description ~~such forward looking statements include, among others, real estate conditions and markets, including recent deterioration in the multifamily market and the strength or duration~~ of the ~~current recession~~Second ~~or recovery; increased exposure, as a multifamily focused REIT, to risks inherent in~~Supplemental ~~investments~~Indenture inis aqualified ~~single industry; ability to obtain financing on reasonable rates, if at all; performance of affiliates or companies~~ in ~~which~~its weentirety ~~have~~by ~~made~~reference investments; changes in operating costs; higher than expected construction costs; uncertainties associated with the timing and amount of real estate dispositions, including our existing inventory of condominium and for-sale residential assets; legislative or regulatory decisions; our ability to ~~continue to maintain our status as a REIT for federal income tax purposes; price volatility, dislocations and liquidity disruptions in~~ the ~~financial~~full ~~markets~~text ~~and the resulting impact on availability~~ of ~~financing;~~ the ~~effect~~ ofSecond ~~any~~Supplemental rating agency action on the cost and availability of new debt financings; level and volatility of interest rates or capital market conditions; effect of any terrorist activity or other heightened geopolitical crisis; or other factors affecting the real estate industry generallyIndenture.

~~Except~~Item as9.01 ~~otherwise~~Financial ~~required~~Statements byand ~~the federal securities laws, the company assumes no responsibility to update the information in this Current Report on Form 8-K~~Exhibits.

~~The~~(d) company refers you to the documents filed by the company from time to time with the Securities and Exchange Commission, specifically the section titled “Risk Factors” in the company’s Annual Report on Form 10-K for the year ended December 31, 2008, as may be updated or supplemented in the company’s Form 10-Q filings, which discuss these and other factors that could adversely affect the company’s resultsExhibits.

This Current Report on Form 8-K is being furnished on behalf of Colonial Properties Trust and Colonial Realty Limited Partnership to the extent applicable to either or both registrants. Certain of the events disclosed in the items covered by this Current Report on Form 8-K may apply to Colonial Properties Trust only, Colonial Realty Limited Partnership only or both Colonial Properties Trust and Colonial Realty Limited Partnership, as applicable.


Exhibit No.		Description

4.1		Second Supplemental Indenture, dated December 6, 2013, between CRLP and the Trustee.

~~Item~~SIGNATURE ~~9.01. Financial Statements and Exhibits.~~

~~(a)~~Pursuant ~~Financial~~to ~~Statements~~the requirements of ~~Business~~the ~~Acquired.~~Securities Exchange ~~Not~~Act ~~applicable.~~of ~~(b)~~1934, ~~Pro~~as ~~Forma~~amended, ~~Financial~~the ~~Information.~~registrant ~~Not~~has ~~applicable.~~duly ~~(c)~~caused ~~Shell~~this ~~Company~~report ~~Transactions.~~to ~~Not~~be ~~applicable.~~signed ~~(d)~~on ~~Exhibits.~~its ~~Attached~~behalf asby ~~exhibits to this form are~~ the ~~documents~~undersigned, ~~listed~~thereunto duly ~~below:~~authorized.

Exhibit		Document
Date: December 12, 2013
99.1		Press release dated April 6, 2009.
	COLONIAL REALTY LIMITED PARTNERSHIP
	By: Mid-America Apartments, L.P., its general partner
	By: Mid-America Apartment Communities, Inc., its general partner
	By:	/s/ Albert M. Campbell, III
	Name:	Albert M. Campbell, III
	Title:	Executive Vice President and Chief Financial
		Officer (Principal Financial and Accounting Officer)

~~SIGNATURES~~ EXHIBIT INDEX

Pursuant to the requirements of the Securities Exchange Act of 1934, Colonial Properties Trust and Colonial Realty Limited Partnership now each has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Exhibit No.		Description

4.1		Second Supplemental Indenture, dated December 6, 2013, between CRLP and the Trustee.

	COLONIAL PROPERTIES TRUST
Date: April 6, 2009	By:	/s/ C. Reynolds Thompson, III
		C. Reynolds Thompson, III
		Chief Financial Officer

	COLONIAL REALTY LIMITED PARTNERSHIP By: Colonial Properties Trust, its general partner
Date: April 6, 2009	By:	/s/ C. Reynolds Thompson, III
		C. Reynolds Thompson, III
		Chief Financial Officer

EXHIBIT INDEX

Exhibit				Description
	99.1			Press release dated April 6, 2009.

Filing Compare · COLONIAL REALTY LIMITED PARTNERSHIP