1
POST APARTMENT HOMES, L.P.
(a Georgia limited partnership)
$185,000,000 7.7% Notes Due 2010 (the "Notes")
TERMS AGREEMENT
Dated: December 15, 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
$185,000,000 aggregate principal amount of its Notes. Subject to the terms and
conditions set forth or incorporated by reference herein, the underwriters named
below (the "Underwriters") offer to purchase, severally and not jointly, the
principal amount of the Notes opposite their names set forth below.
Principal Amount
Underwriter of the Notes
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Merrill Lynch, Pierce, Fenner & Smith
Incorporated $138,750,000
First Union Securities, Inc. 23,125,000
Wachovia Securities, Inc. 23,125,000
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Total $185,000,000
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The Notes shall have the terms included in the Prospectus Supplement
dated December 15, 2000 and the Prospectus dated December 1, 2000 of the
Operating Partnership and the following terms:
Title: 7.7% Notes due 2010
Principal Amount
to be Issued: $185,000,000
Current Ratings: Baa1 by Moody's Investors Services, Inc.
BBB+ by Standard & Poor's Ratings Services
Interest rate: 7.7%
Stated maturity date: December 20, 2010
Settlement Date and
Place: December 20, 2000, at the offices of Hogan &
Hartson L.L.P., 555 Thirteenth Street, N.W.,
Washington, D.C. 20004
Interest payment dates: June 20 and December 20 of each year,
commencing June 20, 2001
Form: Book-entry global security registered in the
name of a nominee of The Depository Trust
Company
Regular record dates: June 5 and December 5 of each year,
commending June 5, 2001
Public Offering Price: 100% of the principal amount, plus accrued
interest, if any, from December 20, 2000
Purchase Price: 99.350% of the principal amount, plus
accrued interest, if any, from December 20,
2000
All of the provisions contained in the document attached as Annex I
entitled "POST APARTMENT HOMES, L.P. -- Debt Securities -- Purchase Agreement"
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. Terms defined in such document are
used herein as therein defined.
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Please accept this offer no later than 3:00 o'clock P.M. (New
York City time) on December 15, 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
FIRST UNION SECURITIES, INC.
WACHOVIA SECURITIES, INC.
BY: MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED
By: /s/ Tjarda Clagett
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Authorized Signatory
Accepted:
POST APARTMENT HOMES, L.P.
By: POST GP HOLDINGS, INC., its
general partner
By: /s/ John T. Glover
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Name: John T. Glover
Title: Vice Chairman