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POST APARTMENT HOMES, L.P.
(a Georgia limited partnership)
$50,000,000 6.71% Notes due 2006 (the "Notes")
TERMS AGREEMENT
Dated: March 7, 2001
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
$50,000,000 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 .................................. $ 25,000,000
Legg Mason Wood Walker, Incorporated ............................ 25,000,000
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Total ......................................... $ 50,000,000
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The Notes shall have the terms included in the Prospectus Supplement
dated March 7, 2001 and the Prospectus dated March 5, 2001 of the Operating
Partnership and the following terms:
Title: 6.71% Notes due 2006
Principal Amount
to be Issued: $50,000,000
Current Ratings: Baa1 by Moody's Investors Services, Inc.
BBB+ by Standard & Poor's Ratings Services
Interest rate: 6.71%
Stated maturity date: March 13, 2006
Settlement Date and
Place: March 12, 2001, at the offices of Hogan & Hartson
L.L.P., 555 Thirteenth Street, N.W., Washington,
D.C. 20004
Interest payment dates: March 13 and September 13 of each year, commencing
September 13, 2001
Form: Book-entry global security registered in the name of
a nominee of The Depository Trust Company
Regular record dates: February 27 and August 30 of each year, commencing
August 30, 2001
Public Offering Price: 100% of the principal amount, plus accrued interest,
if any, from March 12, 2001
Purchase Price: 99.400% of the principal amount, plus accrued
interest, if any, from March 12, 2001
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 11:00 o'clock A.M. (New York
City time) on March 7, 2001 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/ Tjarda Clagett
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Authorized Signatory
LEGG MASON WOOD WALKER, INCORPORATED
By: /s/ David J. O'Malley
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Authorized Signatory
Accepted:
POST APARTMENT HOMES, L.P.
By: POST GP HOLDINGS, INC., its
general partner
By: /s/ R. Gregory Fox
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Name: R. Gregory Fox
Title: Executive Vice President and
Chief Financial Officer