EXHIBIT 1(b)
POST APARTMENT HOMES, L.P.
(a Georgia limited partnership)
$25,000,000 6.110% Notes due 2007 (the "Notes")
TERMS AGREEMENT
Dated: June 13, 2002
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
$25,000,000 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
Merrill Lynch, Pierce, Fenner & Smith
Incorporated....................... $25,000,000
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Total.............................. $25,000,000
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The Notes shall have the terms included in the Prospectus Supplement
dated June 13, 2002 and the Prospectus dated March 5, 2001 of the Operating
Partnership and the following terms:
Title: 6.110% Notes due 2007
Principal Amount
to be Issued: $25,000,000
Current Ratings: Baa2 by Moody's Investors Services, Inc.
BBB by Standard & Poor's Ratings Services
Interest rate: 6.110%
Stated maturity date: June 18, 2007
Settlement Date and
Place: June 18, 2002, at the offices of Hogan & Hartson
L.L.P., 555 Thirteenth Street, N.W., Washington, D.C.
20004
Interest payment dates: June 18 and December 18 of each year, commencing
December 18, 2002
Form: Book-entry global security registered in the name of
a nominee of The Depository Trust Company
Regular record dates: June 3 and December 3 of each year, commencing
December 3, 2002
Public Offering Price: 100% of the principal amount, plus accrued interest,
if any, from June 18, 2002
Purchase Price: 99.400% of the principal amount, plus accrued interest,
if any, from June 18, 2002
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.
Please accept this offer no later than 11:00 o'clock A.M. (New
York City time) on June 13, 2002 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/ Charles W. Hessel
-------------------------------------
Name: Charles W. Hessel
Title: Vice President
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