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EXHIBIT 10.1
POST APARTMENT HOMES, L.P.
(a Georgia limited partnership)
$150,000,000 8 1/8% Notes
due 2005
TERMS AGREEMENT
Dated: June 13, 2000
To: Post Apartment Homes, L.P.
4401 Northside Parkway
Suite 800
Atlanta, Georgia 30327
Ladies and Gentlemen:
We understand that Post Apartment Homes, L.P., a Georgia limited
partnership (the "Operating Partnership"), proposes to issue and sell
$150,000,000 aggregate principal amount of its Notes (the "Notes") due June 15,
2005 (the "Underwritten Securities") which are part of the series of Medium-Term
Notes Due Nine Months or More From Date of Issue of the Operating Partnership.
Subject to the terms and conditions set forth or incorporated by reference in
this agreement (the "Terms Agreement"), the underwriters named below (the
"Underwriters") offer to purchase, severally and not jointly, the principal
amount of Underwritten Securities set forth below at 99.243% of the principal
amount thereof together with accrued interest thereon, if any, from June 16,
2000.
Principal Amount of
Underwriters Underwritten Securities
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Merrill Lynch, Pierce, Fenner & Smith
Incorporated ................. $105,000,000
Bear, Stearns & Co. Inc. .................... $ 18,750,000
Deutsche Bank Securities, Inc. .............. $ 18,750,000
Jackson Securities, Inc. .................... $ 7,500,000
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Total ........................ $150,000,000
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The Underwritten Securities shall have the terms included in the
Prospectus Supplement dated October 31, 1997 and the Prospectus dated October
20, 1997 of the Operating Partnership and the following terms:
Principal Amount to be Issued:
$150,000,000
Current Ratings: Baa1 by Moody's Investors Services, Inc.
BBB+ by Standard & Poor's Ratings Services
Form: Registered book-entry form
Initial Price to Public: 99.843% ($149,764,500).
Purchase Price: 99.243% ($148,864,500), plus accrued
interest, if any, from June 16, 2000.
Settlement Date and Place: June 16, 2000 at the offices of
Hogan & Hartson L.L.P., 555 13th
Street, N.W., Washington, D.C.
20004 for the delivery of documents
in accordance with DTC procedures
for medium-term notes; delivery of
funds on June 16, 2000 in
accordance with DTC procedures for
medium-term notes
Stated Maturity Date: June 15, 2005
Interest Payable: June 15 and December 15 of each year
(each, an "Interest Payment Date")
commencing on December 15, 2000.
Redemption Provision: None
Repayment Provision: None
Specified Currency: U.S. Dollars
Authorized Denominations: $1,000 and integral multiples thereof
Standoff Term: Between date hereof and settlement date
All the provisions contained in the Distribution Agreement, dated
October 20, 1997 (the "Distribution Agreement"), among the Operating Partnership
and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Lehman Brothers Inc. and J.P. Morgan Securities, Inc., attached hereto as Annex
A, are hereby incorporated by reference in their entirety herein and shall be
deemed to be a part of this Terms Agreement to the same extent as if such
provisions had been set forth in full herein. The Operating Partnership agrees
that, with respect to the Notes, each of the Underwriters shall be entitled to
the benefit of the representations and warranties, agreements and indemnities
(including contribution) by the Operating Partnership in favor of the Agents set
forth in the Distribution Agreement to the same extent as if each of the
Underwriters were a named Agent thereunder. The Underwriters agree that, with
respect to the Notes, each of the Underwriters shall be bound by the obligations
of the Agents set forth in
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the Distribution Agreement to the same extent as if each of the Underwriters
were a named Agent thereunder. The Operating Partnership further agrees that the
indemnification obligations of the Underwriters and Agents pursuant to Section
9(b) of the Distribution Agreement shall be several and not joint. Terms defined
in the Distribution Agreement are used herein as therein defined.
Bear Stearns & Co. Inc., Deutsche Bank Securities Inc. and Jackson
Securities, Inc. hereby agree that they do not require, and are not entitled to,
delivery by the Operating Partnership of any legal opinions of counsel,
accountant's letter or officers' certificate or other documents other than those
delivered to them on the Settlement Date in connection with the Notes pursuant
to Sections 8(b), 8(c) and 8(d) of the Distribution Agreement.
The following documents will be required on the Settlement Date (as
defined above):
1. Officers' Certificate pursuant to Section 8(b) of the
Distribution Agreement.
2. Legal opinion pursuant to Section 8(c) of the Distribution
Agreement, modified to relate to the issuance of the Notes; provided, that such
legal opinion shall be modified further to include the following additional
opinion:
"The Terms Agreement has been duly and validly authorized,
executed and delivered by the Operating Partnership and the Operating
Partnership has the power and authority to perform its obligations
thereunder."
3. Comfort letter pursuant to Section 8(d) of the Distribution
Agreement.
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Please accept this offer no later than 3:00 p.m. (New York City time)
on June 13, 2000, by signing a copy of this Terms Agreement in the space set
forth below and returning the signed copy to us.
Very truly yours,
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: /s/ Scott G. Primrose
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Name: Scott G. Primrose
Title: Managing Director
BEAR, STEARNS & CO. INC.
By: /s/ Timothy A. O'Neill
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Name: Timothy A. O'Neill
Title: Senior Managing Director
DEUTSCHE BANK SECURITIES INC.
By: /s/ R. Scott Flieger
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Name: R. Scott Flieger
Title: Managing Director
By: /s/ Daniel Benton
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Name: Daniel Benton
Title: Managing Director
JACKSON SECURITIES, INC.
By: /s/ Reuben R. McDaniel, III
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Name: Reuben R. McDaniel, III
Title: President/CEO
Accepted:
POST APARTMENT HOMES, L.P.
By: Post GP Holdings, Inc., its general partner
By: /s/ Jeffrey A. Harris
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Name: Jeffrey A. Harris
Title: President and Chief Operating Officer
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