Post Properties 8-K Entry into a Material Definitive Agreement

POST APARTMENT HOMES, L.P.

December 22, 2004

Wachovia Bank, National Association,
     as Agent, and each of the Lenders
     that are parties to the Credit Agreement
     described below

Re: Credit Agreement dated as of January 16, 2004, among Post Apartment Homes, L.P., Wachovia Bank, National Association, as Administrative Agent, and the financial institutions that are parties thereto, as amended through the date hereof (the “Credit Agreement”)

     We refer to the above-referenced Credit Agreement. Capitalized terms used in this letter that are defined in the Credit Agreement are used in this letter with the respective meanings provided for such capitalized terms in the Credit Agreement. By this letter, we are requesting your agreement as to the treatment of certain charges and related calculation of certain financial covenants in the Credit Agreement as more particularly described below.

     On March 16, 1998, the Borrower issued its $100,000,000 6.85% Mandatory Par Put Remarketed Securities (“MOPPRS”) due March 16, 2015. Under the terms of the MOPPRS, Merrill Lynch, as remarketing dealer, has the option to repurchase these senior promissory notes from investors at par on March 16, 2005, and remarket them at a price equal to 5.715%plus the Borrower’s then-applicable credit spread above the 10-year treasury rate (which price would represent an above-market rate that, based on current interest rates, would be expected to result in a premium to Merrill Lynch of approximately $12,000,000). Under the remarketing agreement, the Borrower has the right to redeem the MOPPRS from Merrill Lynch on March 16, 2005, by repaying the principal debt outstanding,plus an additional amount based on the difference between the 5.715% rate and the spot 10-year treasury rate for the remaining payments due over the 10-year term of the remarketed senior promissory notes. Today, this additional amount payable to Merrill Lynch for effective termination of its remarketing option would be approximately $12,000,000.

     In accordance with GAAP, if the Borrower were to exercise its option to redeem the MOPPRS from Merrill Lynch on March 16, 2005, the Borrower would incur a “loss on early extinguishment of indebtedness” for the amount of the additional payment and for the write off of unamortized deferred financing costs. Assuming no change in interest rates between now and March 16, 2005, this additional amount would be approximately $13,000,000 (including approximately $700,000 of unamortized deferred financing costs). For purposes of calculating financial covenants under the Credit Agreement, losses on early extinguishment of indebtedness would be excluded from interest and fixed charge coverage ratios and, as a result, would have no impact on the financial covenants or the measurement of the Borrower’s ability to meet debt service requirements.

     The Borrower has determined that it would be in its best interests to terminate Merrill Lynch’s remarketing option in the fourth quarter of 2004 rather than in March 2005. However, this earlier termination, according to GAAP, would result in the characterization and treatment of this additional amount as approximately $12,000,000 of additional interest expense and approximately $700,000 of additional amortization of deferred financing costs—rather than as “loss on early extinguishment of debt” as described above. Assuming that the forward yield curve accurately reflects the market’s expectation of future interest rates, however, the economic impact of this earlier termination is essentially the same as if the Borrower exercised its redemption option on March 16, 2005. Rather than the Borrower paying Merrill Lynch $112,000,000 to redeem the MOPPRS on March 16, 2005, the Borrower would pay approximately $12,000,000 to terminate the remarketing option now, and would pay investors $100,000,000 to redeem the principal amount of the MOPPRS at par on March 16, 2005. Although no different economically (again, assuming that future interest rates are accounted for in the yield curve), the GAAP characterization of the approximately $12,000,000 payment as interest expense and the additional $700,000 as amortization of deferred financing costs would presumably be required to be included in the Borrower’s computation of interest and fixed charge coverage ratios and could result in non-compliance with such financial covenants.

     The Borrower does not believe that the 3-month difference in timing of this transaction should alter the calculation of the financial covenants. Furthermore, the Borrower does not believe that this non-recurring charge materially impacts its leverage or affects its ability to meet its ongoing debt service obligations. Accordingly, the Borrower is requesting that the Lenders acknowledge and agree that, notwithstanding the Borrower’s termination of Merrill Lynch’s remarketing option prior to March 16, 2005 and the classification under GAAP of the related charges as described above, the Borrower shall treat all such charges as a “loss on early extinguishment of debt” rather than “interest expense” for purposes of computing its financial covenants under the Credit Agreement as of December 31, 2004 and in future periods as applicable. Please sign and return a copy of this letter to evidence your acknowledgment and agreement, which shall be effective as of the date of this letter.

                                                      Thank you for your response to this request.

Yours very truly,
POST APARTMENT HOMES, L.P.
By:	Post GP Holdings, Inc.,
	its Sole General Partner
	By:  /s/  Sherry W. Cohen
		Name:  Sherry W. Cohen
		Title:  EVP

Acknowledged and Agreed to:

WACHOVIA BANK NATIONAL ASSOCIATION, as Agent and as a Lender				WELLS FARGO BANK, NATIONAL      ASSOCIATION
By:	/s/  Cathy A. Casey			By:	/s/  John S. Misiura
		Name:	Cathy A. Casey			Name:	John S. Misiura
		Title:	Director			Title:	Vice President
SUNTRUST BANK				AMSOUTH BANK
By:				By:
		Name:				Name:
		Title:				Title:
PNC BANK, NATIONAL ASSOCIATION				JP MORGAN CHASE BANK, N.A.
				(formerly JP Morgan Chase Bank,
				for itself and as successor by
				merger to Bank One, NA)
By:	/s/ Wayne Robertson			By:	/s/ Susan M. Tate
		Name:	Wayne Robertson			Name:	Susan M. Tate
		Title:	Senior Vice President			Title:	Vice President
SOUTHTRUST BANK
By:	/s/ Cathy A. Casey
		Name:	Cathy A. Casey
		Title:	Director
FIRST COMMERCIAL BANK
By:
		Name:
		Title: