8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 7, 2001

Post Properties, Inc.
Post Apartment Homes, L.P.
(Exact name of registrant as specified in its charter)

Georgia
Georgia
(State or other jurisdiction of incorporation)

1-12080
0-28226
(Commission File Number)

58-1550675
58-2053632
(IRS Employer Identification Number)

4401 Northside Parkway, Suite 800, Atlanta, Georgia 30327
(Address of principal executive offices)

Registrant’s telephone number, including area code: (404) 846-5000

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Item 5. Other Events

      Post Properties, Inc. and Post Apartment Homes, L.P. are filing this Current Report on Form 8-K so as to file with the Securities and Exchange Commission certain items that are to be incorporated by reference into its Registration Statement on Form S-3 (Registration No. 333-55994).

Item 7. Financial Statements and Exhibits.

      (c) Exhibits.

1(a)	- -	Purchase Agreement
1(b)	- -	Terms Agreement
4(a)	- -	Form of Note for 6.71% Notes due 2006
5(a)	- -	Opinion of King & Spalding
23(a)	- -	Consent of King & Spalding (included in Exhibit 5(a))

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SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

      Dated: March 7, 2001.

POST PROPERTIES, INC

By: /s/ R. Gregory Fox                              
       R. Gregory Fox
       Executive Vice President and Chief
       Financial Officer

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SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

      Dated: March 7, 2001.

POST APARTMENT HOMES, L.P.

By: POST GP HOLDINGS, INC.,
       as General Partner

By: /s/ R. Gregory Fox                               
       R. Gregory Fox
       Executive Vice President and Chief
       Financial Officer

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EXHIBIT INDEX

Exhibit Number and Description

1(a)	- -	Purchase Agreement
1(b)	- -	Terms Agreement
4(a)	- -	Form of Note for 6.71% Notes due 2006
5(a)	- -	Opinion of King & Spalding
23(a)	- -	Consent of King & Spalding (included in Exhibit 5(a))

-5- EX-1.(A) 2 g67544ex1-a.txt PURCHASE AGREEMENT 1 POST APARTMENT HOMES, L.P. (a Georgia limited partnership) Debt Securities PURCHASE AGREEMENT March 7, 2001 MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated North Tower, 10th Floor World Financial Center 250 Vesey Street New York, New York 10281-1310 Ladies and Gentlemen: Post Apartment Homes, L.P., a Georgia limited partnership (the "Operating Partnership"), proposes to issue and sell up to $500,000,000 aggregate initial public offering price of its unsecured non-convertible debt securities (the "Securities") in principal amounts, at prices and on terms to be determined at the time of offering. The Securities will be issued in one or more series under one or more indentures (each, an "Indenture"), between the Operating Partnership and a trustee (a "Trustee"). Each series of Securities may vary, as applicable, as to title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements and any other variable terms established by or pursuant to the applicable Indenture. Unless the context otherwise requires, as used herein, "you" and "your" shall mean the parties to whom this Agreement is addressed together with the other parties, if any, identified in the applicable Terms Agreement (as hereinafter defined) as additional co-managers with respect to Underwritten Securities (as hereinafter defined) purchased pursuant thereto. Whenever the Operating Partnership determines to make an offering of Securities through you, or through an underwriting syndicate managed by you, the Operating Partnership will enter into an agreement (each a "Terms Agreement") providing for the sale of such Securities (the "Underwritten Securities") to, and the purchase and offering thereof by, you and such other underwriters, if any, selected by you (the "Underwriters," which term shall include you, whether acting as sole Underwriter or as a member of an underwriting syndicate, as well as any Underwriter substituted pursuant to Section 10 hereof). The Terms Agreement relating to the offering of Underwritten Securities shall specify the aggregate principal amount of Underwritten Securities to be initially 2 issued (the "Initial Underwritten Securities"), the name of each Underwriter participating in such offering (subject to substitution as provided in Section 10 hereof) and the name of any Underwriter other than you acting as co-manager in connection with such offering, the aggregate principal amount of Initial Underwritten Securities which each such Underwriter severally agrees to purchase, whether such offering is on a fixed or variable price basis and, if on a fixed price basis, the initial offering price, the price at which the Initial Underwritten Securities are to be purchased by the Underwriters, the form, time, date and place of delivery and payment and any other material variable terms of the Initial Underwritten Securities (including, but not limited to, current ratings, designations, denominations, interest rates or formulas, interest payment dates, maturity dates and repayment provisions). In addition, if applicable, such Terms Agreement shall specify whether the Operating Partnership has agreed to grant to the Underwriters an option to purchase additional Securities to cover over-allotments, if any, and the aggregate principal amount of Underwritten Securities subject to such option (the "Option Underwritten Securities"). As used herein, the term "Underwritten Securities" shall include the Initial Underwritten Securities and all or any portion of any Option Underwritten Securities. The Terms Agreement, which shall be substantially in the form of Exhibit A hereto, may take the form of an exchange of any standard form of written telecommunication between you and the Operating Partnership. Each offering of Underwritten Securities through you as sole Underwriter or through an underwriting syndicate managed by you will be governed by this Agreement, as supplemented by the applicable Terms Agreement, and such Terms Agreement shall inure to the benefit of and be binding upon each Underwriter participating in the offering of such Underwritten Securities. Post Properties, Inc., a Georgia corporation (the "Company"), and the Operating Partnership have filed with the Securities and Exchange Commission (the "Commission") registration statements on Form S-3 (Nos. 333-36595, 333-42844 and 333-55994) for the registration of, among other securities, the Securities under the Securities Act of 1933, as amended (the "1933 Act"), and the offering thereof from time to time in accordance with Rule 430A or Rule 415 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations"), and the Company and the Operating Partnership have filed such amendments thereto as may have been required prior to the execution of the applicable Terms Agreement. Each such registration statement has been declared effective by the Commission and an Indenture has been qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"). Each such registration statement and the prospectus constituting a part thereof (including in each case the information, if any, deemed to be part thereof pursuant to Rule 430A(b) of the 1933 Act Regulations, and each prospectus supplement relating to the offering of Underwritten Securities pursuant to Rule 430A or Rule 415 of the 1933 Act Regulations (the "Prospectus Supplement"), including all documents incorporated therein by reference, as from time to time amended or supplemented pursuant to - 2 - 3 the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), or otherwise), are collectively referred to herein as the "Registration Statement" and the "Prospectus," respectively; provided, that if any revised Prospectus shall be provided to you by the Operating Partnership for use in connection with the offering of Underwritten Securities which differs from the Prospectus on file at the Commission at the time the Registration Statement became effective (whether or not such revised prospectus is required to be filed by the Company or the Operating Partnership pursuant to Rule 424(b) of the 1933 Act Regulations), the term "Prospectus" shall refer to each such revised prospectus from and after the time it is first provided to you for such use; provided, further, that a Prospectus Supplement shall be deemed to have supplemented the Prospectus only with respect to the offering of Underwritten Securities to which it relates. Any registration statement (including any supplement thereto or information which is deemed part thereof) filed by the Operating Partnership under Rule 462(b) of the 1933 Act Regulations (a "Rule 462(b) Registration Statement") shall be deemed to be part of the Registration Statement. Any prospectus (including any amendment or supplement thereto or information which is deemed part thereof) included in the Rule 462(b) Registration Statement and any term sheet as contemplated by Rule 434 of the 1933 Act Regulations (a "Term Sheet") shall be deemed to be part of the Prospectus. All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to mean and include the filing of any document under the 1934 Act which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be. For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, preliminary prospectus supplement, Prospectus or Prospectus Supplement or any Term Sheet or any amendment or supplement to the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("EDGAR"). The term "Subsidiary" as used herein means a corporation or a partnership a majority of the outstanding equity interests, as the case may be, of which is owned or controlled, directly or indirectly, by the Company or the Operating Partnership, as the case may be, or by one or more other Subsidiaries of the Company or the Operating Partnership. - 3 - 4 SECTION 1. Representations and Warranties of the Operating Partnership. (a) The Operating Partnership represents and warrants to you, as of the date hereof, and to you and each other Underwriter named in the applicable Terms Agreement, as of the date thereof, as of the Closing Time (as defined below) and, if applicable, as of each Date of Delivery (as defined below) (in each case, a "Representation Date"), as follows: (1) The Operating Partnership meets the requirements for use of Form S-3 under the 1933 Act. Each of the Registration Statement, the Prospectus and any Rule 462(b) Registration Statement has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement or any part thereof has been issued under the 1933 Act and no proceeding for that purpose has been instituted or is pending or, to the knowledge of the Operating Partnership, is contemplated or threatened by the Commission or by the state securities authority of any jurisdiction, and any request on the part of the Commission for additional information has been complied with. In addition, the Indenture has been duly qualified under the 1939 Act. No order preventing or suspending the use of the Prospectus has been issued and no proceeding for that purpose has been instituted or, to the knowledge of the Operating Partnership, threatened by the Commission or by the state securities authority of any jurisdiction. (2) The Registration Statement, at the time it became effective, complied, and the Registration Statement and the Prospectus, at each Representation Date will comply, in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the rules and regulations of the Commission under the 1939 Act (the "1939 Act Regulations"). The Registration Statement, at the time it became effective, did not, and as of each Representation Date will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, at the Closing Time and at each Representation Date, the Prospectus and any amendments and supplements thereto (unless the term "Prospectus" refers to a prospectus which has been provided to you by the Operating Partnership for use in connection with an offering of Underwritten Securities which differs from the Prospectus on file at the Commission at the time the Registration Statement became effective, in which case at the time it is first provided to you for such use) did not and will not - 4 - 5 contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Operating Partnership elects to rely upon Rule 434 of the 1933 Act Regulations, the Operating Partnership will comply with the requirements of Rule 434. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus made in reliance upon and in conformity with information furnished to the Operating Partnership in writing by any Underwriter through you expressly for use in the Registration Statement or the Prospectus or to that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification on Form T-1 under the 1939 Act (the "Statement of Eligibility") of the Trustee under the Indenture. If a Rule 462(b) Registration Statement is required in connection with the offering and sale of the Underwritten Securities, the Operating Partnership has complied or will comply with the requirements of Rule 111 of the 1933 Act Regulations relating to the payment of filing fees therefor. (3) Each preliminary prospectus, preliminary prospectus supplement and Prospectus Supplement filed as part of the Registration Statement at the time the Registration Statement became effective or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied, when so filed, in all material respects with the 1933 Act Regulations and, if applicable, each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Underwritten Securities will, at the time of such delivery, be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. (4) The documents incorporated or deemed to be incorporated by reference in the Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1934 Act and the rules and regulations of the Commission thereunder (the "1934 Act Regulations") and, when read together with the other information in the Prospectus, at the time the Registration Statement became effective and as of each Representation Date or during the period specified in Section 3(f), did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. - 5 - 6 (5) The accounting firm that certified the financial statements and supporting schedules included in, or incorporated by reference into, the Registration Statement and the Prospectus, is an independent public accountant as required by the 1933 Act and the 1933 Act Regulations. (6) The consolidated financial statements of the Company and the Operating Partnership incorporated by reference into the Registration Statement and the Prospectus, together with the related schedules and notes, as well as those financial statements, schedules and notes of any other entity included therein, present fairly the financial position of the Company, the Operating Partnership and their consolidated subsidiaries, or such other entities, as the case may be, at the respective dates indicated and the statement of operations, stockholders' equity, partners' equity, and cash flows of the Company, the Operating Partnership and their consolidated subsidiaries, or such other entities, as the case may be, for the periods specified. Such financial statements have been prepared in conformity with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved. The supporting schedules, if any, included in, or incorporated by reference into, the Registration Statement and the Prospectus present fairly the information required to be stated therein. The selected financial data and the summary financial information included in, or incorporated by reference into, the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included in, or incorporated by reference into, the Registration Statement and the Prospectus. The Company's and the Operating Partnership's ratios of earnings to fixed charges and to fixed charges and preferred stock dividends (actual and, if any, pro forma) included in the Prospectus under the captions "Ratios of Earnings to Fixed Charges and to Fixed Charges and Preferred Stock Dividends" and in Exhibits 12.1 and 12.2 to the Registration Statement have been calculated in compliance with Item 503(d) of Regulation S-K of the Commission. In addition, any pro forma financial statements included in, or incorporated by reference into, the Registration Statement and the Prospectus comply in all material respects with the applicable requirements of Rule 11-02 of Regulation S-X of the Commission, and the assumptions used in the preparation thereof are, in the opinion of the Operating Partnership, reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein and have been properly applied to the historical amounts in the compilation of such statements. Other than the historical financial statements (and schedules) included therein, no other historical or pro forma financial statements (or - 6 - 7 schedules) are required by the 1933 Act or the 1933 Act Regulations to be included in the Registration Statement. (7) Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, assets, business affairs or business prospects of the Operating Partnership and its Subsidiaries considered as one enterprise (a "Material Adverse Effect"), whether or not arising in the ordinary course of business; (B) no casualty loss or condemnation or other adverse event with respect to any of the interests held directly or indirectly in any of the real properties owned, directly or indirectly, by the Operating Partnership or its Subsidiaries (the "Properties") has occurred that is material to the Operating Partnership and its Subsidiaries considered as one enterprise; (C) there have been no transactions entered into by the Operating Partnership or any Subsidiary, other than those arising in the ordinary course of business, which are material with respect to the Operating Partnership and its Subsidiaries considered as one enterprise or that would result, upon consummation, in any material inaccuracy in the representations contained in Section 1(a)(6) above; (D) neither the Operating Partnership nor any Subsidiary has incurred any material obligation or liability, direct, contingent or otherwise other than in the ordinary course of business; and (E) there has been no material change in the short-term debt or long-term debt of the Operating Partnership. (8) The Operating Partnership has been duly formed and is validly existing as a limited partnership in good standing under the Georgia Revised Uniform Limited Partnership Act (the "Georgia Act") with partnership power and authority to own, lease and operate its properties, to conduct the business in which it is engaged and to enter into and perform its obligations under this Agreement, the Terms Agreement and the other agreements to which it is a party. The Operating Partnership is duly qualified or registered as a foreign partnership and is in good standing in each jurisdiction in which such qualification or registration is required, whether by reason of the ownership, leasing or management of property or the conduct of business, except where the failure to so qualify or register would not have a Material Adverse Effect. (9) Each of the Significant Subsidiaries has been duly formed and is validly existing and in good standing under the laws of its jurisdiction of organization with partnership or corporate power and authority to conduct the business in which it is engaged and to own, - 7 - 8 lease and operate its properties as described in the Prospectus and to enter into and perform its obligations under any agreements to which it is a party. Each of the Significant Subsidiaries is duly qualified as a foreign partnership, corporation or other organization to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property, the management of properties by others or the conduct of business, except where the failure to so qualify would not have a Material Adverse Effect. (10) All of the issued and outstanding shares of capital stock and partnership interests, as the case may be, of each Significant Subsidiary have been validly issued and fully paid and are owned by the Operating Partnership, the Company, another Significant Subsidiary, and/or certain affiliated entities as described in the Registration Statement, in each case free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, other than the transfer restrictions set forth in the Option and Transfer Agreement by and among the Operating Partnership, Post Services, Inc., John A. Williams and John T. Glover. (11) The Operating Partnership has full power and authority to enter into and perform its obligations under this Agreement and the applicable Terms Agreement and this Agreement has been, and as of each Representation Date, the applicable Terms Agreement will have been, duly authorized, executed and delivered by the Operating Partnership and, assuming due authorization, execution and delivery by the other parties thereto, each is a valid and binding agreement of the Operating Partnership enforceable against the Operating Partnership in accordance with its terms, except as (A) the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, (B) the availability of equitable remedies may be limited by equitable principles of general applicability, and (C) rights to indemnity and contribution thereunder may be limited by state or federal securities laws or the public policy underlying such laws. (12) The Indenture (A) has been duly and validly authorized, and when executed and delivered by the Operating Partnership, and assuming due authorization, execution and delivery by the trustee, does constitute a valid and binding obligation of the Operating Partnership, enforceable against the Operating Partnership in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws affecting creditors' rights generally and (ii) general principles of - 8 - 9 equity (regardless of whether such enforceability is considered in a proceeding at law or in equity and except the effect on enforceability of (a) requirements that a claim with respect to any Underwritten Securities payable other than in U.S. dollars (or a foreign or composite currency judgment in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or (b) federal or state law limiting, delaying or prohibiting the making of payments outside the United States); and (B) conforms in all material respects to the description thereof in the Prospectus. (13) The Underwritten Securities have been, or as of the date of the applicable Terms Agreement will have been, duly authorized by the Operating Partnership for offer, sale, issuance and delivery pursuant to this Agreement and such Terms Agreement. Such Underwritten Securities, when issued and authenticated in the manner provided for in the applicable Indenture and delivered against payment of the consideration therefor specified in such Terms Agreement, will constitute valid and legally binding obligations of the Operating Partnership, entitled to the benefits of the Indenture enforceable against the Operating Partnership in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws affecting creditors' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity and except the effect on enforceability of (a) requirements that a claim with respect to any Underwritten Securities payable other than in U.S. dollars (or a foreign or composite currency judgment in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or (b) federal or state law limiting, delaying or prohibiting the making of payments outside the United States). Such Underwritten Securities will be in the form contemplated by, and each registered holder thereof is entitled to the benefits of, the applicable Indenture. Upon payment of the purchase price and delivery of such Underwritten Securities in accordance herewith, each of the Underwriters will receive good, valid and marketable title to such Underwritten Securities, free and clear of all security interests, mortgages, pledges, liens, encumbrances, claims and equities. The terms of such applicable Underwritten Securities conform in all material respects to all statements and descriptions related thereto contained in the Prospectus. Such Underwritten Securities rank and will rank on a parity with all unsecured and unsubordinated indebtedness of the Operating Partnership that is outstanding on the Delivery Date or that may be incurred thereafter, except that such Underwritten Securities will be effectively - 9 - 10 subordinated to the prior claims of each secured mortgage lender to any specific Property which secures such lender's mortgage. (14) Neither the Operating Partnership nor any of its Subsidiaries is in violation of its charter, by-laws, certificate of limited partnership, partnership agreement or LLC agreement, as the case may be, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which it or any of them is a party or by which any of them may be bound, or to which any of their property or assets is subject, except for such defaults that could not result in a Material Adverse Effect. The execution, delivery and performance of this Agreement or the applicable Terms Agreement or each applicable Indenture and the transactions contemplated herein or therein, including the issuance, sale and delivery of the Underwritten Securities and the use of the proceeds from the sale of the Underwritten Securities as described in the Prospectus under the caption "Use of Proceeds," and compliance by the Operating Partnership with its obligations hereunder and thereunder, (A) do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default or Repayment Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any assets, properties or operations of the Operating Partnership or any of its Subsidiaries pursuant to, any material contract, indenture, mortgage, deed of trust, loan or credit agreement, note, lease or other agreement or instrument to which the Operating Partnership or any of its Subsidiaries is a party or by which it or any of them may be bound, or to which any of their properties or assets is subject, nor (B) will such action result in any violation of the provisions of the (i) charter, bylaws, LLC agreement or partnership agreement of the Operating Partnership or any Subsidiary, as the case may be, or (ii) any applicable law, statute, rule, regulation, judgment, order, writ or decree of any government, government agency or court, domestic or foreign, having jurisdiction over the Operating Partnership or any Subsidiary or any of their assets, properties or operations, except any violation that could not result in a Material Adverse Effect. As used herein, a "Repayment Event" means any event or condition which gives the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Operating Partnership or any Subsidiary. - 10 - 11 (15) No labor dispute with the employees of the Company, the Operating Partnership or any Subsidiary exists or, to the knowledge of the Operating Partnership, is imminent, which may result in a Material Adverse Effect. (16) There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or to the knowledge of the Operating Partnership threatened against or affecting the Operating Partnership, any Subsidiary thereof, any Property or any officer or director of the foregoing, which is required to be disclosed in the Registration Statement and the Prospectus (other than as stated therein), or which could reasonably be expected to result in a Material Adverse Effect, or which might materially and adversely affect the consummation of this Agreement, the applicable Terms Agreement or any applicable Indenture or the transactions contemplated herein or therein or the performance by the Operating Partnership of its obligations under this Agreement, the applicable Indenture or the Underwritten Securities. There is no pending legal or governmental proceedings to which the Operating Partnership or any Subsidiary is a party or of which any of their respective assets or properties is subject which might result in a Material Adverse Effect. (17) There are no contracts or documents of the Company or the Operating Partnership which are required to be described in the Registration Statement, the Prospectus or the documents incorporated by reference therein or to be filed as exhibits thereto which have not been so described and/or filed as required. (18) No authorization, approval or consent of any court or governmental authority or agency is necessary or required for the performance by the Operating Partnership of its obligations under this Agreement, the applicable Terms Agreement or any applicable Indenture or in connection with the transactions contemplated under this Agreement, such Terms Agreement or any applicable Indenture, except such as have been already obtained or as may be required under the 1933 Act, the 1939 Act, the 1933 Act Regulations or state securities or real estate syndication laws or the rules of the National Association of Securities Dealers, Inc. ("NASD"). (19) The Operating Partnership and its Subsidiaries own or possess, trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and neither the Operating Partnership nor any of its Subsidiaries has received any notice or is - 11 - 12 otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Operating Partnership or any of its Subsidiaries therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would result in a Material Adverse Effect. (20) Each of the Operating Partnership and its Subsidiaries has all permits, licenses, approvals, consents, certificates and other authorizations of and from (collectively, "Governmental Licenses") and has made all declarations and filings with all appropriate federal, state, local, foreign and other governmental authorities, all self regulatory organizations and all courts and other tribunals required for it to own, lease, license and use its properties and assets and to conduct its business in the manner described in the Registration Statement and the Prospectus, other than such Governmental Licenses the absence of which, singly or in the aggregate, could be reasonably expected to result in a Material Adverse Effect. Neither the Operating Partnership nor any of its Subsidiaries has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, could be reasonably expected to result in a Material Adverse Effect. (21) (A) Except as otherwise set forth in the Registration Statement or Prospectus, the Operating Partnership and its Subsidiaries directly or indirectly hold good and marketable title to the real property and improvements comprising the Properties (which title is, as applicable, in the form of fee simple title to land, air rights or condominium units, or leasehold title to land, air rights or condominium units) and also holds good title to all other assets that are required for the effective operation of such Properties in the manner in which they currently are operated, subject, however, to mortgages on such Properties, to leases of certain equipment and other personal property, to utility easements serving such Properties, to liens of ad valorem taxes not due and payable as of the Closing Time, to zoning and similar governmental land use matters affecting such Properties that are consistent with the current uses of such Properties, to matters of title not adversely affecting marketability of title to such Properties, other statutory liens not due and payable as of the Closing Time, title matters that may be material in character, amount or extent but which do not materially detract from the value, or interfere with the use of, the Properties or otherwise materially impair the - 12 - 13 business operations being conducted or proposed to be conducted thereon, ownership of cable television and other telecommunication lines and facilities serving one or more of such Properties by the cable television and other telecommunication providers or their affiliates, service marks and trade names used in connection with such Properties, and ownership by others of certain items of equipment and other items of personal property that are not material to the conduct of business operations at such Properties; (B) the ground lease under which the Operating Partnership leases the land or air rights on which any Property is located is in full force and effect, and the Operating Partnership is not in default in respect of any of the terms or provisions of any such lease and the Operating Partnership has not received notice of the assertion of any claim by anyone adverse to the Operating Partnership's rights as lessee under any such lease, or affecting or questioning the Operating Partnership's right to the continued possession or use of the Property under any such lease or of a default under any such lease, other than claims which would not have a Material Adverse Effect; (C) all liens, charges, encumbrances, claims, or restrictions on or affecting any of the Properties and the assets of the Operating Partnership or any Subsidiary which are required to be disclosed in the Prospectus are disclosed therein; (D) none of the Operating Partnership or any tenant of any of the Properties is in default under any of the leases pursuant to which the Operating Partnership, as lessor, leases its Property (and the Operating Partnership does not know of any event which, but for the passage of time or the giving of notice, or both, would constitute a default under any of such leases) other than such defaults that would not have a Material Adverse Effect; (E) except as otherwise set forth in the Registration Statement or Prospectus, to the extent entered into in the ordinary course of business or to the extent not material to the Operating Partnership, no person has an option or right of first refusal to purchase all or part of any Property or any interest therein; (F) each of the Properties complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties), except to the extent disclosed in the Prospectus and except for such failures to comply that would not individually or in the aggregate have a Material Adverse Effect; (G) the Operating Partnership does not have knowledge of any pending or threatened condemnation proceedings, zoning change, or other similar proceeding or action that will in any manner affect the size of, use of, improvements on, construction on or access to the Properties, except such proceedings or actions that would not have a Material Adverse Effect; and (H) other than with respect to the Property known as "Post Woods," and in the case of certain properties acquired in the merger with Columbus - 13 - 14 Realty Trust, the Operating Partnership and its Subsidiaries are the beneficiaries of title insurance on the Properties in amounts that were commercially reasonable at the time such policies were issued, and in each case such title insurance is in full force and effect, except to the extent the failure to obtain such title insurance or to keep such title insurance in force would not have a Material Adverse Effect. (22) The Operating Partnership is not, and upon the issuance and sale of the Underwritten Securities as herein contemplated and the application of the net proceeds therefrom as described in the Prospectus will not be, an "investment company" within the meaning of the Investment Company Act of 1940, as amended (the "1940 Act"), or is or will become a "holding company" or a "subsidiary company" of a "registered holding company," as defined in the Public Utility Holding Company Act of 1935, as amended. (23) Except as disclosed in the Prospectus, (A) each Property, including, without limitation, the Environment (as defined below) associated with each Property, is free of any Hazardous Substance (as defined below) in violation of any Environmental Law (as defined below) applicable to the Properties, except for any Hazardous Substance that would not have any Material Adverse Effect; (B) neither the Operating Partnership nor any Subsidiary has caused or suffered to occur any Release (as defined below) of any Hazardous Substance into the Environment on, in, under or from any Property in violation of any Environmental Law applicable to such Property, and no condition exists on, in or under any Property or, to the knowledge of the Operating Partnership, any property adjacent to any Property that could result in the occurrence of liabilities under, or any violations of, any Environmental Law applicable to such Property, give rise to the imposition of any Lien (as defined below) under any Environmental Law, or cause or constitute a health, safety or environmental hazard to any property, person or entity, except any violation which would not be reasonably likely to result in a Material Adverse Effect; (C) neither the Operating Partnership nor any Subsidiary is engaged in or intends to engage in any manufacturing or any similar operations at any Property that (1) require the use, handling, transportation, storage, treatment or disposal of any Hazardous Substance (other than paints, stains, cleaning solvents, insecticides, herbicides, or other substances that are used in the ordinary course of operating any Property and in compliance with all applicable Environmental Laws) or (2) require permits or are otherwise regulated pursuant to any Environmental Law; (D) except as otherwise set forth in the Registration Statement or Prospectus, neither the Operating Partnership nor any Subsidiary has received any notice of a claim under or pursuant to any Environmental - 14 - 15 Law applicable to a Property or under common law pertaining to Hazardous Substances on any Property or pertaining to other property at which Hazardous Substances generated at any Property have come to be located which could be reasonably likely to result in a Material Adverse Effect; (E) except as otherwise set forth in the Registration Statement or Prospectus, neither the Operating Partnership nor any Subsidiary has received any notice from any Governmental Authority (as defined below) claiming any violation of any Environmental Law that is uncured or unremediated as of the date hereof which could reasonably be likely to result in a Material Adverse Effect; and (F) except as otherwise set forth in the Registration Statement or Prospectus, no Property (1) is included or, to the knowledge of the Operating Partnership or any Subsidiary, proposed for inclusion on the National Priorities List issued pursuant to CERCLA (as defined below) by the United States Environmental Protection Agency (the "EPA") or on the Comprehensive Environmental Response, Compensation, and Liability Information System database maintained by the EPA as a potential CERCLA removal, remedial or response site or (2) is included or proposed for inclusion on, any similar list of potentially contaminated sites pursuant to any other applicable Environmental Law nor has the Operating Partnership, or any subsidiary received any written notice from the EPA or any other Governmental Authority proposing the inclusion of any Property on such list. As used herein, "Hazardous Substance" shall include, without limitation, any hazardous substance, hazardous waste, toxic or dangerous substance, pollutant, solid waste or similarly designated materials, including, without limitation, oil, petroleum, or any petroleum-derived substance or waste, asbestos or asbestos-containing materials, PCBs, pesticides, explosives, radioactive materials, dioxins, urea formaldehyde insulation or any constituent of any such substance, pollutant or waste, including any such substance, pollutant or waste identified, listed or regulated under any Environmental Law (including, without limitation, materials listed in the United States Department of Transportation Optional Hazardous Material Table, 49 C.F.R. ss. 172.101, as the same may now or hereafter be amended, or in the EPA's List of Hazardous Substances and Reportable Quantities, 40 C.F.R. Part 3202, as the same may now or hereafter be amended); "Environment" shall mean any surface water, drinking water, ground water, land surface, subsurface strata, river sediment, buildings, structures, and ambient, workplace and indoor air; "Environmental Law" shall mean the Comprehensive Environmental Response, Compensation and Liability Act, as amended (42 U.S.C. ss. 9601, et seq.) ("CERCLA"), the Resource Conservation Recovery Act, as amended (42 U.S.C. ss. 6901, et seq.), the Clean Air Act, as amended (42 - 15 - 16 U.S.C. ss. 7401, et seq.), the Clean Water Act, as amended (33 U.S.C. ss. 1251, et seq.), the Toxic Substances Control Act, as amended (15 U.S.C. ss. 2601 et seq.), the Occupational Safety and Health Act of 1970, as amended (29 U.S.C. ss. 651, et seq.), the Hazardous Materials Transportation Act, as amended (49 U.S.C. ss. 1801, et seq.), together with all rules, regulations and orders promulgated thereunder and all other federal, state and local laws, ordinances, rules, regulations and orders relating to the protection of the environment or of human health from environmental effects; "Governmental Authority" shall mean any federal, state or local governmental office, agency or authority having the duty or authority to promulgate, implement or enforce any Environmental Law; "Lien" shall mean, with respect to any Property, any material mortgage, deed of trust, pledge, security interest, lien, encumbrance, penalty, fine, charge, assessment, judgment or other liability in, on or affecting such Property; and "Release" shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, emanating or disposing of any Hazardous Substance into the Environment including, without limitation, the abandonment or discard of barrels, containers, tanks (including, without limitation, underground storage tanks) or other receptacles containing or previously containing any Hazardous Substance or any release, emission, discharge or similar term, as those terms are defined or used in any Environmental Law. (24) Each of the Operating Partnership and its Subsidiaries is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged. (25) The assets of the Operating Partnership do not constitute "plan assets" under the Employee Retirement Income Security Act of 1974, as amended. (26) Except as otherwise set forth in the Registration Statement or Prospectus, the mortgages and deeds of trust encumbering the properties and assets are not convertible and are not cross-defaulted or cross-collateralized to any property not owned by the Operating Partnership or any of its Subsidiaries; except as otherwise disclosed in the Registration Statement or Prospectus, none of the Operating Partnership or any of its Subsidiaries holds participating interests in such mortgages and deeds of trust. (27) The partnership agreement of the Operating Partnership (the "Operating Partnership Agreement") has been duly authorized, - 16 - 17 executed and delivered by the parties thereto and constitutes the valid agreement thereof, enforceable in accordance with its terms, except as (A) the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and (B) the availability of equitable remedies may be limited by equitable principles of general applicability; and the execution, delivery and performance of the Operating Partnership Agreement did not, at the time of execution and delivery, and does not constitute a breach of, or default under any material contract, lease or other instrument to which the Operating Partnership is a party or by which its properties may be bound or any law, administrative regulation or administrative or court decree. (28) The Company was organized and has operated in conformity with the requirements for qualification and taxation as a REIT for each of the taxable years beginning with the year ended December 31, 1993, and its current organization and method of operation should enable it to continue to meet the requirements for qualification and taxation as a REIT. (29) The Operating Partnership and each of the Subsidiary Partnerships are properly classified as partnerships, and not as corporations or as associations taxable as corporations, for Federal income tax purposes throughout the period from July 22, 1993 through the date hereof, or, in the case of any Subsidiary Partnerships that have terminated, through the date of termination of such Subsidiary Partnerships. (30) Each of the Company, the Operating Partnership and its Subsidiaries has filed all federal, state, local and foreign income tax returns which have been required to be filed (except in any case in which the failure to file would not have a Material Adverse Effect) and has paid all taxes required to be paid and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except, in all cases, for any such tax, assessment, fine or penalty that is being contested in good faith. (31) The Underwritten Securities, upon issuance, will be excluded or exempted under, or beyond the purview of, the Commodity Exchange Act, as amended, and the rules and regulations of the Commodity Futures Trading Commission under such Act, as amended. (b) Any certificate signed by any officer of the Operating Partnership (or any officer of the Company, Post GP Holdings, Inc., a Georgia corporation and sole general partner of the Operating Partnership ("Post GP")), or - 17 - 18 of any Subsidiary, and delivered to you or to counsel for the Underwriters in connection with the offering of the Underwritten Securities shall be deemed a representation and warranty by the Operating Partnership to each Underwriter as to the matters covered thereby on the date of such certificate and, unless subsequently amended or supplemented, at each Representation Date subsequent thereto. SECTION 2. Sale and Delivery to Underwriters; Closing. (a) The several commitments of the Underwriters to purchase the Underwritten Securities pursuant to the applicable Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions set forth herein or in the applicable Terms Agreement. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Operating Partnership may grant, if so provided in the applicable Terms Agreement relating to the Initial Underwritten Securities, an option to the Underwriters named in such Terms Agreement, severally and not jointly, to purchase up to the aggregate principal amount, as the case may be, of the Option Underwritten Securities set forth therein at a price per Option Underwritten Security equal to the price per Initial Underwritten Security, less an amount equal to any distributions declared by the Operating Partnership and paid or payable on the Initial Underwritten Securities but not payable on the Option Underwritten Securities. Such option, if granted, will expire 30 days or such lesser number of days as may be specified in the applicable Terms Agreement after the Representation Date relating to the Initial Underwritten Securities, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities upon notice by you to the Operating Partnership, as the case may be, setting forth the aggregate principal amount of Option Underwritten Securities as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery for such Option Underwritten Securities. Any such time and date of payment and delivery (each, a "Date of Delivery") shall be determined by you, but shall not be later than seven full business days and not be earlier than two full business days after the exercise of said option, unless otherwise agreed upon by you and the Operating Partnership. If the option is exercised as to all or any portion of the Option Underwritten Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total aggregate principal amount of Option Underwritten Securities then being purchased which the aggregate principal amount of Initial Underwritten Securities each such Underwriter has severally agreed to purchase as set forth in such Terms Agreement bears to the total aggregate principal amount of Initial Underwritten - 18 - 19 Securities, subject to such adjustments as you in your discretion shall make to eliminate any sales or purchases of fractional Option Underwritten Securities. (c) Payment of the purchase price for, and delivery of, the Initial Underwritten Securities to be purchased by the Underwriters shall be made at the offices of Hogan & Hartson L.L.P., 555 Thirteenth Street, N.W., Washington, D.C. 20004, or at such other place as shall be agreed upon by you and the Operating Partnership, at 10:00 a.m. (Eastern time) on the third (fourth, if the pricing occurs after 4:30 p.m. (Eastern Time) on any given day) business day unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement, or such other time as shall be agreed upon by you and the Operating Partnership (each such time and date of payment and delivery being herein called a "Closing Time"). In addition, in the event that the Underwriters have exercised their option, if any, to purchase any or all of the Option Underwritten Securities, payment of the purchase price for, and delivery of such Option Underwritten Securities, shall be made at the above-mentioned offices of Hogan & Hartson L.L.P., or at such other place as shall be agreed upon by you and the Operating Partnership, on the relevant Date of Delivery as specified in the notice from you to the Operating Partnership. Payment shall be made to the Operating Partnership, by wire transfer or by certified or official bank check or checks drawn in Federal or similar same-day funds payable to the order of the Operating Partnership, as applicable, against delivery to you for the respective accounts of the Underwriters of the Underwritten Securities to be purchased by them. It is understood that each Underwriter has authorized you, for its account, to accept delivery of, receipt for, and make payment of the purchase price, for the Underwritten Securities which it has severally agreed to purchase. You, individually and not as representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for the Underwritten Securities to be purchased by any Underwriter whose check has not been received by the Closing Time or the relevant Date of Delivery, as the case may be, but such payment shall not relieve such Underwriter from its obligations hereunder. (d) The Underwritten Securities shall be in such authorized denominations and registered in such names as you may request in writing at least two full business days prior to the applicable Closing Time or the relevant Date of Delivery, as the case may be. The Underwritten Securities will be made available for examination and packaging by you on or before the first business day prior to the Closing Time or the relevant Date of Delivery, as the case may be. SECTION 3. Covenants of the Operating Partnership. The Operating Partnership covenants with you and with each Underwriter participating in the offering of Underwritten Securities, as follows: - 19 - 20 (a) In respect of each offering of Underwritten Securities, the Operating Partnership will prepare a Prospectus Supplement setting forth the principal amount of Underwritten Securities covered thereby and their terms not otherwise specified in the Prospectus or the Indenture pursuant to which the Underwritten Securities are being issued, the names of the Underwriters participating in the offering and the principal amount of Underwritten Securities which each severally has agreed to purchase, the names of the Underwriters acting as co-managers in connection with the offering, the price at which the Underwritten Securities are to be purchased by the Underwriters from the Operating Partnership, the initial public offering price, if any, the selling concession and reallowance, if any, and such other information as you and the Operating Partnership deem appropriate in connection with the offering of the Underwritten Securities; and the Operating Partnership will promptly transmit copies of the Prospectus Supplement to the Commission for filing pursuant to Rule 424(b) of the 1933 Act Regulations within the time period required by such Rule and will furnish to the Underwriters named therein as many copies of the Prospectus and such Prospectus Supplement as you shall reasonably request. If, at the time that the Registration Statement becomes effective, any information shall have been omitted therefrom in reliance upon Rule 430A of the 1933 Act Regulations, then immediately following execution of the applicable Terms Agreement, the Operating Partnership will prepare, and file or transmit for filing with the Commission in accordance with such Rule 430A and Rule 424(b) of the 1933 Act Regulations, copies of an amended Prospectus or, if required by such Rule 430A, a post-effective amendment to the Registration Statement (including an amended Prospectus), including all information so omitted. (b) The Operating Partnership will notify you immediately, and confirm such notice in writing, of (i) the effectiveness of any amendment to the Registration Statement, (ii) the transmittal to the Commission for filing of any Prospectus Supplement or other supplement or amendment to the Prospectus or any document to be filed pursuant to the 1934 Act, (iii) the receipt of any comments from the Commission, (iv) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (v) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Underwritten Securities or offering or sale in any jurisdiction, or of any proceedings for any of such purposes; and the Operating Partnership will make every - 20 - 21 reasonable effort to prevent the issuance of any such stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (c) At any time when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act in connection with sales of the Underwritten Securities, the Operating Partnership will give you notice of its intention to file or prepare any amendment to the Registration Statement (including any filing under Rule 462(b) of the 1933 Act Regulations), any Term Sheet or any amendment, supplement or revision to either the prospectus included in the Registration Statement at the time it became effective or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and will furnish you with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such document to which you or counsel for the Underwriters shall object. (d) The Operating Partnership has furnished or will deliver to you and counsel for the Underwriters, without charge, as many conformed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) and conformed copies of all consents and certificates of experts as you may reasonably request. The copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. (e) The Operating Partnership will deliver to each Underwriter, without charge, as many copies of each preliminary prospectus as such Underwriter may reasonably request, and the Operating Partnership hereby consents to the use of such copies for purposes permitted by the 1933 Act. The Operating Partnership will furnish to each Underwriter, without charge, during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, such number of copies of the Prospectus as such Underwriter may reasonably request. If applicable, the Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. - 21 - 22 (f) The Operating Partnership will comply with the 1933 Act Regulations and the 1934 Act and the 1934 Act Regulations so as to permit the completion of the distribution of the Underwritten Securities as contemplated in this Agreement and the applicable Terms Agreement and in the Registration Statement and the Prospectus. If at any time when the Prospectus is required by the 1933 Act or the 1934 Act to be delivered in connection with sales of the Underwritten Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of counsel for the Underwriters or for the Operating Partnership, to amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances existing at the time it is delivered to a purchaser not misleading, or if it shall be necessary, in the reasonable opinion of either of such counsel, at any such time to amend or supplement the Registration Statement or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, then the Operating Partnership will promptly prepare and file with the Commission such amendment or supplement in form and substance reasonably satisfactory to counsel for the Underwriters, whether by filing documents pursuant to the 1933 Act, the 1934 Act or otherwise, as may be necessary to correct such statement or omission or to make the Registration Statement or the Prospectus comply with such requirements, and the Operating Partnership will furnish to the Underwriters, without charge, such number of copies of such amendment or supplement as the Underwriters may reasonably request. (g) The Operating Partnership will use its reasonable best efforts, in cooperation with the Underwriters, to qualify the Underwritten Securities for offering and sale under the applicable securities laws and real estate syndication laws of such states and other jurisdictions (domestic or foreign) as you may designate and to maintain such qualifications in effect; provided, however, that the Operating Partnership shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect to doing business in any jurisdiction in which it is not otherwise so subject. In each jurisdiction in which the Underwritten Securities have been so qualified, the Operating Partnership will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for so long as may be required for the distribution of the Underwritten Securities. - 22 - 23 (h) With respect to each sale of Underwritten Securities, the Company and the Operating Partnership will make generally available to its security holders as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earning statement (in form complying with the provisions of Rule 158 of the 1933 Act Regulations) covering a 12-month period beginning not later than the first day of the Operating Partnership's fiscal quarter next following the "effective date" (as defined in such Rule 158) of the Registration Statement. (i) The Operating Partnership will use the net proceeds received by it from the sale of the Underwritten Securities in the manner specified in the Prospectus under "Use of Proceeds." (j) The Operating Partnership will not, between the date of the applicable Terms Agreement and the termination of any trading restrictions or the applicable Closing Time, whichever is later, with respect to the Underwritten Securities covered thereby, without your prior written consent, offer or sell, grant any option for the sale of, or enter into any agreement to sell, any debt securities of the same class or series or ranking on a parity with such Underwritten Securities (other than the Underwritten Securities which are to be sold pursuant to such Terms Agreement). (k) The Operating Partnership, during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations. (l) In respect to each offering of Debt Securities, the Company will qualify an Indenture under the 1939 Act. (m) The Operating Partnership will take all reasonable action necessary to enable Standard & Poor's Corporation ("S&P"), Moody's Investors Service, Inc. ("Moody's") or any other nationally recognized statistical rating organization to provide their respective credit ratings of any Underwritten Securities, if applicable. SECTION 4. Payment of Expenses. The Operating Partnership will pay all expenses incident to the performance of its obligations under this Agreement or the applicable Terms Agreement, including (i) the preparation, printing and filing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment thereto, (ii) the preparation and delivery to - 23 - 24 the Underwriters of this Agreement, any Terms Agreement, any Agreement among Underwriters, the Indentures, and such other documents as may be required in connection with the offering, purchase, sale and delivery of the Underwritten Securities to the Underwriters, (iii) the preparation, issuance and delivery of the Underwritten Securities, (iv) the reasonable fees and disbursements of the Operating Partnership's counsel, accountants and other advisors or agents (including transfer agents and registrars), as well as the reasonable fees and disbursements of the Trustees, and their respective counsel, (v) the qualification of the Underwritten Securities under state securities laws and real estate syndication laws in accordance with the provisions of Section 3(g) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation, and delivery of the Blue Sky Memorandum and any amendment thereto, (vi) the printing and delivery to the Underwriters of copies of each preliminary prospectus, any Term Sheet, and the Prospectus and any amendments or supplements thereto, (vii) any fees charged by nationally recognized statistical rating organizations for the rating of the Underwritten Securities, (viii) the fees and expenses incurred with respect to the listing of the Underwritten Securities on any national exchange, (ix) the filing fees incident to, and the reasonable fees and disbursements of counsel to the Underwriters in connection with, the review, if any, by the National Association of Securities Dealers, Inc. (the "NASD") of the terms of the sale of the Underwritten Securities and any related Underlying Securities, (x) the fees and expenses of any Underwriter acting in the capacity of a "qualified independent underwriter" (as defined in Section 2710(c)(8) of the Conduct Rules of the NASD), if applicable, (xi) the fees and expenses of the Trustee, including the reasonable fees and disbursements of counsel for the Trustee, in connection with the Indenture and the Underwritten Securities, and (xii) the preparation, issuance and delivery to the Depository Trust Company for credit to the accounts of the respective Underwriters of any global note registered in the name of Cede & Co., as nominee for the Depository Trust Company. If the applicable Terms Agreement is terminated by you in accordance with the provisions of Section 5 or Section 9(b)(i) hereof, the Operating Partnership shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters. SECTION 5. Conditions of Underwriters' Obligations. The several obligations of the Underwriters to purchase and pay for the Underwritten Securities pursuant to the applicable Terms Agreement are subject to the accuracy as of the date hereof and of Closing Time of the representations and warranties of the Operating Partnership contained herein, to the accuracy of the statements of officers of the Company, Post GP, the Operating Partnership or any Subsidiary made in any certificate delivered pursuant to the provisions hereof, to the performance by the Operating Partnership of all of its covenants and other obligations hereunder, and to the following further conditions: - 24 - 25 (a) (i) The Registration Statement, including any Rule 462(b) Registration Statement, shall have become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission, and any request on the part of the Commission for additional information shall have been complied with to the reasonable satisfaction of counsel to the Underwriters; (ii) a prospectus containing information relating to the description of the Underwritten Securities, the specific method of distribution and similar matters shall have been filed within the prescribed time period, and prior to the applicable Closing Time with the Commission in accordance with Rule 424(b) (or any required post-effective amendment providing such information shall have been filed and declared effective in accordance with the requirements of Rule 430A), or, if the Operating Partnership has elected to rely upon Rule 434 of the 1933 Act Regulations, a Term Sheet including the Rule 434 information shall have been filed with the Commission in accordance with Rule 424(b)(7); (iii) the rating assigned by any nationally recognized statistical rating organization to Debt Securities of the Operating Partnership as of the date of the applicable Terms Agreement shall not have been lowered since such date nor shall any such rating organization have publicly announced that it has placed any Debt Securities of the Operating Partnership on what is commonly termed a "watch list" for possible downgrading; and (iv) there shall not have come to your attention any facts that would cause you to believe that the Prospectus, together with the applicable Prospectus Supplement, at the time it was required to be delivered to purchasers of the Underwritten Securities, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at such time, not misleading. (b) At Closing Time, the Representatives shall have received the opinion, dated as of the applicable Closing Time, of King & Spalding, counsel for the Company, Post GP, the Operating Partnership and the Subsidiaries, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect that: (i) The Operating Partnership has been duly formed and is validly existing as a limited partnership under the Georgia Act. The Operating Partnership has partnership power and authority to own, lease and operate its properties and to conduct the business in which it is engaged, and, to counsel's knowledge, is duly qualified as a foreign partnership in the jurisdictions set forth in an exhibit to the opinion. All of the issued and outstanding interests in the Operating - 25 - 26 Partnership have been duly authorized and validly issued and fully paid. (ii) Each of Post Services, Inc., Post Asset Management, Inc., Post Landscape Services, Inc., RAM Partners, Inc., any Significant Subsidiary within the meaning of Rule 1-02 of Regulation S-X (collectively, the "Significant Subsidiaries"), the Company and Post GP has been duly formed and is validly existing and in good standing under the laws of the jurisdiction of its formation. Each of the Significant Subsidiaries has the power and authority to own, lease and operate its properties and to conduct the business in which it is engaged, and, to counsel's knowledge, is duly qualified as a foreign corporation or partnership and is in good standing in the jurisdictions set forth in an exhibit to the opinion. All of the issued and outstanding shares of capital stock, LLC interests and partnership interests of each Significant Subsidiary have been duly authorized and validly issued, are fully paid and are owned, to such counsel's knowledge, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity, other than as set forth in the Registration Statement or Prospectus and the transfer restrictions set forth in the Option and Transfer Agreement by and among the Operating Partnership, Post Services, Inc., John A. Williams and John T. Glover. The ownership of the shares of capital stock of each Significant Subsidiary is as described in the Registration Statement or Prospectus. (iii) The Indenture has been duly qualified under the 1939 Act and has been duly authorized, executed and delivered by the Operating Partnership and (assuming due authorization, execution and delivery by the Trustee) constitutes the valid and binding obligation of the Operating Partnership enforceable against the Operating Partnership in accordance with its terms, subject to (1) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, or similar laws affecting creditors' rights generally from time to time in effect and (2) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). However, we express no opinion as to the effect on enforceability of (A) requirements that a claim with respect to any Underwritten Securities payable other than in U.S. dollars (or a foreign or composite currency judgment in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or (B) federal or state law limiting, delaying or prohibiting the making of payments outside the United States. - 26 - 27 (iv) The Underwritten Securities have been duly and validly authorized by all necessary action and, when executed, authenticated and delivered in accordance with the Indenture and against payment therefor as specified in the applicable Terms Agreement, will be entitled to the benefits of the Indenture and will be valid and legally binding obligations of the Operating Partnership enforceable against the Operating Partnership in accordance with their terms, subject to (1) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, or similar laws affecting creditors' rights generally from time to time in effect and (2) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity). However, we express no opinion as to the effect on enforceability of (A) requirements that a claim with respect to any Underwritten Securities payable other than in U.S. dollars (or a foreign or composite currency judgment in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or (B) federal or state law limiting, delaying or prohibiting the making of payments outside the United States. (v) Each of this Agreement and the applicable 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 hereunder and thereunder. (vi) The execution and delivery of this Agreement and the applicable Terms Agreement by the Operating Partnership, and the performance by the Operating Partnership of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereunder and thereunder, did not, do not and will not conflict with or constitute a breach or violation of, or default under: (A) to the knowledge of counsel, any instrument or agreement filed or incorporated by reference as an exhibit to the Registration Statement to which the Operating Partnership is a party or by which it or any of its respective properties or other assets or any Property may be bound or subject; (B) the certificate of limited partnership or partnership agreement of the Operating Partnership; or (C) to the knowledge of counsel, any applicable law, rule, order, administrative regulation or administrative or court decree, except that no opinion is expressed under this clause (C) as to this Agreement or the Terms Agreement with respect to federal, state or foreign securities laws. (vii) The Registration Statement is effective under the 1933 Act and, to counsel's knowledge based solely upon telephonic - 27 - 28 confirmation from the staff of the Commission, no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been initiated or threatened by the Commission. (viii) The Underwritten Securities and the Indenture conform in all material respects to the descriptions thereof contained in the Prospectus. (ix) No consent, approval, authorization or order of, or qualification with, any governmental body or agency and no consent, approval, or authorization of any person other than the Operating Partnership is required for the performance by the Operating Partnership of its obligations under this Agreement, the applicable Terms Agreement, the Indenture or the Underwritten Securities, except such as may be required under the 1933 Act, the 1939 Act, and the securities, Blue Sky or real estate syndication laws of various states or the rules of the NASD in connection with the offer and sale of the Underwritten Securities. (x) To the knowledge of counsel, there is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending or threatened against or affecting the Company, the Operating Partnership, any Significant Subsidiary or any material property of the Company that is required to be disclosed in the Registration Statement (other than as disclosed therein) or that, if determined adversely to the Company, the Operating Partnership, any Significant Subsidiary or any such property, could reasonably be expected to materially and adversely affect the consummation of the transactions contemplated by this Agreement. To the knowledge of counsel, there are no contracts or documents of the Operating Partnership or any Significant Subsidiary which are required by the 1933 Act, or by the 1933 Act Regulations, the 1934 Act, or the 1934 Act Regulations to be filed as exhibits to the Registration Statement, the Prospectus or the documents incorporated by reference which have not been so filed as exhibits as required. (xi) None of the Company, the Operating Partnership or any Subsidiary is required to be registered as an investment company under the 1940 Act. (xii) The information in the Prospectus and the applicable Prospectus Supplement under the headings "Description of Debt Securities," "Description of Notes" and "Federal Income Tax Considerations" to the extent that it constitutes matters of law or legal - 28 - 29 conclusions has been reviewed by such counsel, is correct and presents fairly the information required to be disclosed therein. (xiii) At the time the Registration Statement became effective and at the Representation Date, the Registration Statement and Prospectus (except for financial statements and supporting schedules and other financial information and data included or incorporated by reference therein or the Statement of Eligibility, as to which such counsel need not express any opinion), excluding the documents incorporated by reference therein, complied as to form in all material respects with the requirements of the 1933 Act, the 1939 Act and the 1933 Act Regulations. (xiv) Each document heretofore filed pursuant to the 1934 Act and incorporated or deemed to be incorporated by reference in the Prospectus (except for financial statements and supporting schedules and other financial information and data included or incorporated by reference therein, as to which such counsel need not express any opinion) complied as to form in all material respects with the requirements of the 1934 Act and the applicable 1934 Act Regulations in effect at the date of their respective filings. (xv) The Company was organized and has operated in conformity with the requirements for qualification and taxation as a REIT each of its taxable years beginning with the year ended December 31, 1993, and its current organization and method of operation should enable it to continue to meet the requirements for qualification and taxation as a REIT. (xvi) The Operating Partnership and each Significant Subsidiary that is a partnership ("Subsidiary Partnership") are properly classified as partnerships, and not as corporations or as associations taxable as corporations, for Federal income tax purposes throughout the period from July 22, 1993 through the date hereof, or, in the case of any Subsidiary Partnerships that have terminated, through the date of termination of such Subsidiary Partnerships. (c) At Closing Time, you shall have received the favorable opinion, dated as of the applicable Closing Time, of Hogan & Hartson L.L.P., counsel for the Underwriters, with respect to the matters set forth in (i) (first sentence only), (iii), (iv), (v), (vii), (viii), (xii) (solely with respect to information set forth in "Description of Debt Securities" and "Description of Notes"), and (xiii) of Section 5(b) above. (d) In rendering their opinions required by Sections 5(b) and (c), respectively, King & Spalding and Hogan & Hartson L.L.P. shall each additionally state (which shall not constitute an opinion) that no facts have - 29 - 30 come to the attention of such counsel which cause them to believe that the Registration Statement or any amendment thereto (except for financial statements and supporting schedules and other financial information and data included therein or omitted therefrom, or the Statement of Eligibility, as to which such counsel need not express any view), as of the time it became effective under the 1933 Act (and as of the time of filing of the Operating Partnership's Annual Report on Form 10-K, if filed subsequent to the time of effectiveness) or at the date of the applicable Terms Agreement, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus or any amendment or supplement thereto (except as aforesaid) as of the date of the applicable Terms Agreement or at the applicable Closing Time, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. In giving their opinions required by Section 5(b) and 5(c), such counsel (A) may rely as to all matters of fact, upon certificates and written statements of officers and employees of and accountants for the Operating Partnership, Post GP and the Company and (B) may rely as to the qualification and good standing of each of the Operating Partnership or any of the Subsidiaries to do business in any state or jurisdiction, upon certificates of appropriate government officials or opinions of counsel in such jurisdictions, which opinions shall be in form and substance satisfactory to counsel for the Underwriters. In giving their belief required in this Section 5(d), such counsel may state that their belief is based upon their participation in the preparation of the Registration Statement and Prospectus and any amendments and supplements thereto and review and discussion of the contents thereof. (e) At Closing Time, there shall not have been, since the date of the applicable Terms Agreement or since the respective dates as of which information is given in the Prospectus, any Material Adverse Effect, whether or not arising in the ordinary course of business, and you shall have received a certificate of the President or a Vice President of Post GP and the Operating Partnership, and the chief financial officer or chief accounting officer of Post GP and the Operating Partnership, dated as of the Closing Time, to the effect that (i) there has been no such Material Adverse Effect, (ii) the representations and warranties in Section 1 are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Operating Partnership has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose - 30 - 31 have been instituted or are pending or, to the best of such officer's knowledge, are threatened by the Commission. (f) At the time of the execution of the applicable Terms Agreement, you shall have received from PricewaterhouseCoopers LLP a letter dated such date, in form and substance satisfactory to you together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect that: (i) they are independent accountants with respect to the Company, the Operating Partnership and their Subsidiaries within the meaning of the 1933 Act and the 1933 Act Regulations; (ii) it is their opinion that the consolidated financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus and covered by their opinions therein comply in form in all material respects with the applicable accounting requirements of the 1933 Act and the 1933 Act Regulations; (iii) based upon limited procedures set forth in detail in such letter (which shall include, without limitation, the procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in SAS No. 71, Interim Financial Information, with respect to the unaudited financial statements of the Company and the Operating Partnership included or incorporated by reference in the Registration Statement), nothing has come to their attention which causes them to believe that, (A) any material modifications should be made to the unaudited condensed financial statements included or incorporated by reference in the Registration Statement for them to be in conformity with GAAP or (B) the unaudited condensed financial statements included or incorporated by reference in the Registration Statement do not comply as to form in all material respects with the applicable accounting requirements of the 1934 Act as it applies to Form 10-Q and the related published rules and regulations or (C) at a specified date not more than five days prior to the date of the applicable Terms Agreement, there has been any change in the Common Stock of the Company or partnership interests in the Operating Partnership or in the consolidated long term debt of the Company and the Operating Partnership or any decrease in the net assets of the Company, as compared with the amounts shown in the most recent consolidated balance sheet included or incorporated by reference in the Registration Statement and the Prospectus or, during the period from the date of the most recent consolidated statement of operations included or incorporated by reference in the Registration Statement and the Prospectus to a specified date not more than five days prior to the date of the applicable Terms Agreement, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated revenues, or decrease in net income or net income per share of common stock of the Company and the Operating Partnership, as applicable, except in all instances for changes, increases or decreases which the Registration Statement and the Prospectus disclose have occurred or may - 31 - 32 occur; and (iv) in addition to the audit referred to in their opinions and the limited procedures referred to in clause (iii) above, they have carried out certain specified procedures with respect to certain amounts, percentages and financial and statistical information which are included in the Registration Statement and the Prospectus and which are specified by you, and have found such amounts, percentages and financial and statistical information to be in agreement with relevant accounting, financial and other records of the Company and the Operating Partnership and their Subsidiaries identified in such letter. (g) At Closing Time, you shall have received from PricewaterhouseCoopers LLP a letter, dated as of the applicable Closing Time, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (f) of this Section 5, except that the specified date referred to shall be a date not more than three business days prior to the applicable Closing Time and if the Operating Partnership has elected to rely on Rule 430A of the 1933 Act Regulations, to the further effect that they have carried out the procedures specified in clause (iv) of subsection (f) of this section with respect to certain amounts, percentages and financial and statistical information specified by you and deemed to be part of the Registration Statement pursuant to Rule 430A(b) and have found such amounts, percentages and financial and statistical information to be in agreement with the records specified in such clause (iv). (h) At Closing Time and at any relevant Date of Delivery, the Underwritten Securities shall be rated by any "nationally recognized statistical rating organization," as defined by the Commission for purposes of Rule 436(g)(2) of the 1933 Act Regulations, with the rating or ratings specified in the applicable Terms Agreement, and the Operating Partnership shall have delivered to you a letter, dated as of such date, from each such rating organization, or other evidence satisfactory to you, confirming that the Underwritten Securities have such ratings. Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in the rating assigned to the Underwritten Securities or any of the Company's or the Operating Partnership's other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the Underwritten Securities or any of the Company's or the Operating Partnership's other securities. (i) If the Registration Statement or an offering of Underwritten Securities has been filed with the NASD for review, the NASD shall not have raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements. - 32 - 33 (j) In the event that the Underwriters are granted an over- allotment option by the Operating Partnership in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Operating Partnership contained herein and the statements in any certificates furnished by the Company or the Operating Partnership hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, you shall have received: (1) A certificate, dated such Date of Delivery, of the President or a Vice President of Post GP and the Operating Partnership and the chief financial officer or chief accounting officer of Post GP and the Operating Partnership, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery, (2) The favorable opinion of King & Spalding, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(b) hereof (including the statement of belief required by Section 5(d) hereof). (3) The favorable opinion of Hogan & Hartson LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof (including the statement of belief required by Section 5(d) hereof). (4) A letter from PricewaterhouseCoopers LLP, in form and substance satisfactory to you and dated such Date of Delivery, substantially in the same form and substance as the letter furnished to you pursuant to Section 5(f) here of, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (k) At Closing Time and at each Date of Delivery, counsel for the Underwriters shall have been furnished with such documents and opinions as they may require for the purpose of enabling them to pass upon the issuance and sale of the Underwritten Securities as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Operating Partnership in connection with the issuance and sale of the Underwritten Securities as herein contemplated - 33 - 34 shall be satisfactory in form and substance to you and counsel for the Underwriters. (l) If any condition specified in this Section 5 shall not have been fulfilled when and as required to be fulfilled, the applicable Terms Agreement (or, with respect to the Underwriters' exercise of any applicable over-allotment option for the purchase of Option Underwritten Securities on a Date of Delivery after the Closing Time, the obligations of the Underwriters to purchase the Option Underwritten Securities on such Date of Delivery) may be terminated by you by notice to the Operating Partnership at any time at or prior to the Closing Time (or such Date of Delivery, as applicable), and such termination shall be without liability of any party to any other party except as provided in Section 4 and except that Sections 4, 6 and 7 shall survive any such termination and remain in full force and effect. SECTION 6. Indemnification. (a) The Operating Partnership agrees to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and any director, officer, employee or affiliate thereof, as follows: (1) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A information and the Rule 434 information deemed to be a part thereof, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (2) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or - 34 - 35 omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Operating Partnership; and (3) against any and all expense whatsoever, as incurred (including, without limitation, the fees and other charges of counsel chosen by the Underwriters), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (1) or (2) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Operating Partnership by any Underwriter through you expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430A information and the Rule 434 information deemed to be a part thereof, if applicable, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto). (b) Each Underwriter severally agrees to indemnify and hold harmless the Operating Partnership, its directors, officers, employees and affiliates and each person, if any, who controls the Operating Partnership within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A information and the Rule 434 information deemed to be a part thereof, if applicable, or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Operating Partnership by such Underwriter through you expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto). (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability hereunder to the extent it is not materially prejudiced as a result thereof and in any event shall not relieve it from any liability which it may have otherwise than on account of this indemnity agreement. In the case of parties indemnified pursuant to - 35 - 36 Section 6(a) above, counsel to the indemnified parties shall be selected by Merrill Lynch, and, in the case of parties indemnified pursuant to Section 6(b) above, counsel to the indemnified parties shall be selected by the Operating Partnership. An indemnifying party may participate at its own expense in the defense of any such action; provided, however, that counsel to the indemnifying party shall not (except with the consent of the indemnified party) also be counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. No indemnifying party shall, without the prior written consent of the indemnified parties, settle or compromise or consent to the entry of any judgment with respect to any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could be sought under this Section 6 or Section 7 hereof (whether or not the indemnified parties are actual or potential parties thereto), unless such settlement, compromise or consent (i) includes an unconditional release of each indemnified party from all liability arising out of such litigation, investigation, proceeding or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. (d) If at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel, such indemnifying party agrees that it shall be liable for any settlement of the nature contemplated by Section 6(a)(ii) effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request, (ii) such indemnifying party shall have received notice of the terms of such settlement at least 30 days prior to such settlement being entered into and (iii) such indemnifying party shall not have reimbursed such indemnified party in accordance with such request prior to the date of such settlement. SECTION 7. Contribution. If the indemnification provided for in Section 6 hereof is for any reason unavailable to or insufficient to hold harmless an indemnified part in respect of any losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party shall contribute to the aggregate amount of such losses, liabilities claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Operating Partnership on the one hand, and the Underwriters, on the other hand, from the offering of the Underwritten Securities pursuant to the applicable Terms Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Operating Partnership, on the one hand, and of the - 36 - 37 Underwriters, on the other hand, in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Operating Partnership, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Underwritten Securities pursuant to the applicable Terms Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of such Underwritten Securities (before deducting expenses) received by the Operating Partnership, and the total underwriting discount received by the Underwriters, in each case as set forth on the cover of the Prospectus, or, if Rule 434 is used, the corresponding location on the Term Sheet bear to the aggregate initial public offering price of such Underwritten Securities as set forth on such cover. The relative fault of the Operating Partnership, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Operating Partnership or by the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Operating Partnership and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 7. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission. Notwithstanding the provisions of this Section 7, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Underwritten Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. - 37 - 38 No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 7, each person, if any, who controls an Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as such Underwriter, and each person, if any, who controls the Operating Partnership within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same rights to contribution as the Operating Partnership. The Underwriters' respective obligations to contribute pursuant to this Section 7 are several in proportion to the aggregate principal amount of Initial Underwritten Securities set forth opposite their respective names in applicable Terms Agreement, and not joint. SECTION 8. Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or the applicable Terms Agreement or in certificates of officers of Post GP or the Operating Partnership submitted pursuant hereto or thereto shall remain operative and in full force and effect, regardless of any termination of this Agreement or the applicable Terms Agreement or investigation made by or on behalf of any Underwriter or controlling person, or by or on behalf of Post GP and the Operating Partnership, and shall survive delivery of and payment for the Underwritten Securities. SECTION 9. Termination of Agreement (a) This Agreement (excluding the applicable Terms Agreement) may be terminated for any reason at any time by the Operating Partnership or by you upon the giving of 30 days' prior written notice of such termination to the other party hereto. (b) You may terminate the applicable Terms Agreement, by notice to the Operating Partnership, at any time at or prior to the applicable Closing Time or any relevant Date of Delivery, if (i) there has been, since the time of execution of such Terms Agreement or since the respective dates as of which information is given in the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, assets or business prospects of the Company, the Operating Partnership and their subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) there has occurred any material adverse change in the financial markets in the United States or, if the Underwritten Securities are denominated or payable in, or indexed to, one or more foreign or composite currencies, in the international financial markets, or any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of - 38 - 39 which is such as to make it, in your judgment, impracticable to market the Underwritten Securities or to enforce contracts for the sale of the Underwritten Securities, or (iii) trading in any securities of the Company has been suspended or limited by the Commission or the New York Stock Exchange, Inc. or if trading generally on the New York Stock Exchange, Inc. or the American Stock Exchange, Inc. has been suspended or limited, or, minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by either of said exchanges or by order of the Commission, or any other governmental authority, (iv) a banking moratorium has been declared by either Federal or New York authorities or, if the Underwritten Securities are denominated or payable in, or indexed to, one or more foreign or composite currencies, by the relevant authorities in the related foreign country or countries or (v) if the rating assigned by any nationally recognized statistical rating organization to any Debt Securities of the Operating Partnership as of the date of the applicable Terms Agreement shall have been lowered since such date or if any such rating organization shall have publicly announced that it has placed any Preferred Stock of the Company or Debt Securities of the Operating Partnership on what is commonly termed a "watch list" for possible downgrading. As used in this Section 9(b), the term "Prospectus" means the Prospectus in the form first used to confirm sales of the Underwritten Securities. (c) If this Agreement or the applicable Terms Agreement is terminated pursuant to this Section 9, such termination shall be without liability of any party to any other party except as provided in Section 4 hereof, and provided further that Sections 4, 6 and 7 shall survive such termination and remain in full force and effect. SECTION 10. Default by One or More of the Underwriters. If one or more of the Underwriters shall fail at the applicable Closing Time or the relevant Date of Delivery, as the case may be, to purchase the Underwritten Securities which it or they are obligated to purchase under the applicable Terms Agreement (the "Defaulted Securities"), then you shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, you shall not have completed such arrangements within such 24-hour period, then: (a) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the aggregate principal amount of Underwritten Securities to be purchased on such date pursuant to such Terms Agreement, the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting - 39 - 40 obligations under such Terms bear to the underwriting obligations of all non-defaulting Underwriters, or (b) if the aggregate principal amount of Defaulted Securities exceeds 10% of the number or aggregate principal amount, as the case may be, of Underwritten Securities to be purchased on such date pursuant to such Terms Agreement, such Terms Agreement (or, with respect to the Underwriters' exercise of any applicable over-allotment option for the purchase of Option Underwritten Securities on a Date of Delivery after the Closing Time, the obligations of the Underwriters to purchase, and the Company to sell, such Option Underwritten Securities on such Date of Delivery) shall terminate without liability on the part of any non-defaulting Underwriter. No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in (i) a termination of applicable Terms Agreement or (ii) in the case of a Date of Delivery after the Closing Time, a termination of the obligations of the Underwriters and the Company with respect to the related Option Underwritten Securities, as the case may be, either you or the Operating Partnership shall have the right to postpone the applicable Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements. SECTION 11. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Underwriters shall be directed to Merrill Lynch at Merrill Lynch World Headquarters, World Financial Center, North Tower - 10th Floor, New York, New York 10281-1310, attention: Tjarta van S. Clagett, notices to the Company and the Operating Partnership shall be directed to them at 4401 Northside Parkway, Suite 800, Atlanta, Georgia 30327, attention: Jeffrey A. Harris, President. SECTION 12. Parties. This Agreement and the applicable Terms Agreement shall each inure to the benefit of and be binding upon the Operating Partnership, you and, upon execution of such Terms Agreement, any other Underwriters and their respective successors. Nothing expressed or mentioned in this Agreement or such Terms Agreement is intended or shall be construed to give any person, firm or corporation, other than the Underwriters and the Operating Partnership and their respective successors and the controlling persons and officers and directors referred to in Sections 6 and 7 and their heirs and legal - 40 - 41 representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or such Terms Agreement or any provision herein or therein contained. This Agreement and such Terms Agreement and all conditions and provisions hereof and thereof are intended to be for the sole and exclusive benefit of the parties hereto and thereto and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Underwritten Securities from any Underwriter shall be deemed to be a successor by reason merely of such purchase. SECTION 13. GOVERNING LAW AND TIME. THIS PURCHASE AGREEMENT AND ANY APPLICABLE TERMS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. ANY SUIT, ACTION OR PROCEEDING BROUGHT BY THE OPERATING PARTNERSHIP AGAINST ANY AGENT IN CONNECTION WITH OR ARISING UNDER THIS AGREEMENT SHALL BE BROUGHT SOLELY IN THE STATE OR FEDERAL COURT OF APPROPRIATE JURISDICTION LOCATED IN THE BOROUGH OF MANHATTAN, THE CITY OF NEW YORK. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. SECTION 14. Counterparts. This Agreement and the applicable Terms Agreement may be executed in one or more counterparts, and if executed in more than one counterpart the executed counterparts shall contribute a single instrument. SECTION 15. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof. - 41 - 42 If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Operating Partnership a counterpart hereof, whereupon this Agreement, along with all counterparts, will become a binding agreement between you and the Operating Partnership in accordance with its terms. Very truly yours, POST APARTMENT HOMES, L.P. By: POST GP HOLDINGS, INC., its general partner By: /s/ R. Gregory Fox ---------------------------------- Name: R. Gregory Fox Title: Executive Vice President and Chief Financial Officer CONFIRMED AND ACCEPTED, AS OF THE DATE FIRST ABOVE WRITTEN: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ Tjarda Clagget ------------------------------------ Authorized Signatory - 42 - 43 EXHIBIT A POST APARTMENT HOMES, L.P. a Georgia limited partnership Debt Securities TERMS AGREEMENT 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 [$________ aggregate principal amount of its [senior] [subordinated] debt securities (the "Debt Securities")] [such securities also being hereinafter referred to as the "Initial Underwritten Securities"). Subject to the terms and conditions set forth or incorporated by reference herein, we [the underwriters named below (the "Underwriters")] offer to purchase, severally and not jointly, the principal amount of Underwritten Securities opposite their names set forth below at the purchase price set forth below, and a proportionate share of Option Underwritten Securities set forth below, to the extent any are purchased]. Principal Amount Underwriter of Initial Underwritten Securities Total [$] A-1 44 [Debt Securities] Title: Rank: Ratings: Aggregate principal amount: Denominations: Currency of payment: Interest rate or formula: Interest payment dates: Regular record dates: Stated maturity date: Redemption provisions: Sinking fund requirements: Conversion provisions: Listing requirements: Black-out provisions: Fixed or Variable Price Offering: [Fixed] [Variable] Price Offering If Fixed Price Offering, initial public offering price per share: ____% of the principal amount, plus accrued interest [amortized original issue discount], if any, from __________. Purchase price per share: _____% of principal amount, plus accrued interest [amortized original issue discount], if any, from __________ (payable in next day funds). Form: Other terms and conditions: Closing date and location: 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. A-2 45 Please accept this offer no later than _____ o'clock P.M. (New York City time) on ____________ 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: -------------------------------- Authorized Signatory [Acting on behalf of itself and the other named Underwriters.] Accepted: POST APARTMENT HOMES, L.P. By: POST GP HOLDINGS, INC., its general partner By: ---------------------------- Name: Title: A-3 EX-1.(B) 3 g67544ex1-b.txt TERMS AGREEMENT 1 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 ---------------- Merrill Lynch, Pierce, Fenner & Smith Incorporated .................................. $ 25,000,000 Legg Mason Wood Walker, Incorporated ............................ 25,000,000 ------------ Total ......................................... $ 50,000,000 ============

2 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. 3 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 ------------------------------------ Authorized Signatory LEGG MASON WOOD WALKER, INCORPORATED By: /s/ David J. O'Malley ------------------------------------- Authorized Signatory Accepted: POST APARTMENT HOMES, L.P. By: POST GP HOLDINGS, INC., its general partner By: /s/ R. Gregory Fox ----------------------------------- Name: R. Gregory Fox Title: Executive Vice President and Chief Financial Officer EX-4.(A) 4 g67544ex4-a.txt FORM OF NOTE FOR 6.71% NOTES DUE 2006 1 NOTE UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY ("DTC") (55 WATER STREET, NEW YORK, NEW YORK), TO THE ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR. REGISTERED NO.: PRINCIPAL AMOUNT $50,000,000 CUSIP NO.: 737415AE9 POST APARTMENT HOMES, L.P. 6.71% NOTE DUE 2006 POST APARTMENT HOMES, L.P., a Georgia limited partnership (the "Issuer," which term includes any successor under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co. or its registered assigns (the "Holder"), upon presentation, the principal sum of FIFTY MILLION DOLLARS ($50,000,000) on March 13, 2006 (the "Maturity Date"), and to pay interest on the outstanding principal amount thereon from March 12, 2001, or from the most recent interest payment date to which interest has been paid or duly provided for, semi-annually in arrears on March 13 and September 13 of each year (each an "Interest Payment Date"), commencing September 13, 2001, and at the Stated Maturity, at the rate of 6.71% per annum, computed on the basis of a 360-day year comprised of twelve 30-day months, until the entire principal amount hereof is paid or duly provided for. The interest so payable, and punctually paid or duly provided for on any Interest Payment Date will, as provided in the Indenture (hereinafter defined), be paid to the person in whose name this Note (the "Note") (or one or more predecessor Notes) is registered at the close of business on February 27 of each year (regardless of whether such day is a Business day) for the March 13 Interest Payment Date and August 30 of each year (regardless of whether such day is a Business Day) for the September 13 Interest Payment Date (each a "Regular Record Date"). Any such 2 interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and may either be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Notes not more than 15 days and not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Payments of the principal and interest on, this Note will be made at the office or agency of the Trustee (hereinafter defined) maintained for that purpose at c/o Harris Trust Bank of New York, Wall Street Plaza, 88 Pine Street, 19th Floor, New York, New York 10005, or elsewhere as provided in the Indenture, in United States Dollars; provided, however, that at the option of the Issuer payment of interest may be made by (i) check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register kept for the Notes pursuant to Section 305 of the Indenture (the "Note Register") or (ii) transfer to an account of the Person entitled thereto located inside the United States. Payments of principal and interest in respect of this Note will be made by wire transfer of immediately available funds, in such coin or currency as at the time of payment is legal tender for the payment of public and private debts, so long as this Note is in global form as described in Section 203 of the Indenture. If this Note is not in global form, all such payments will be made by wire transfer of immediately available funds if the Holder hereof at the applicable record date shall have provided wire transfer instructions to the Trustee, received by the Trustee no later than 15 days prior to the applicable payment date, and otherwise payment shall be made in accordance with Section 307 of the Indenture. Such wire transfer instructions shall remain in effect until revoked in a writing received by the Trustee from the Holder hereof. This Note is one of a fully authorized issue of securities of the Issuer issued under an Indenture, dated as of September 15, 2000 (the "Indenture"), as supplemented by the First Supplemental Indenture among the Issuer and Sun Trust Bank, (the "Trustee," which term includes any successor trustee under the Indenture with respect to the Notes), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Trustee and Holders of the Notes, and of the terms upon which the Notes are, and are to be, authenticated and delivered. This Note is one of the series designated as the "6.71% Notes due 2006," limited in the aggregate principal amount to $50,000,000. The Indenture contains provisions for defeasance at any time of (a) the entire indebtedness of the Issuer on this Note and (b) certain restrictive covenants and the related defaults and Events of Default applicable to the Issuer, in each case, upon compliance by the Issuer with certain conditions set forth in the Indenture, which provisions apply to this Note. In addition to the covenants of the Issuer contained in the Indenture, the Issuer makes the following covenants with respect to, and for the benefit of the Holders of, the Notes: 2 3 Limitations On Incurrence of Debt. The Issuer will not, and will not permit a Subsidiary to, incur any Debt (as defined below), other than intercompany Debt (representing Debt to which the only parties are Post Properties, Inc., a Georgia corporation (the "Company"), the Issuer and any Subsidiaries, but only so long as such Debt is held solely by any of the Company, the Issuer and any Subsidiary), if, immediately after giving effect to the incurrence of such additional Debt, the aggregate principal amount of all outstanding Debt of the Issuer and its Subsidiaries on a consolidated basis determined in accordance with generally accepted accounting principles is greater than 60% of the sum of (i) Total Assets (as defined below) as of the end of the fiscal quarter covered in the Issuer's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Securities and Exchange Commission (or, if such filing is not permitted under the Securities Exchange Act of 1934, as amended, with the Trustee) prior to the incurrence of such additional Debt and (ii) the increase in Total Assets from the end of such quarter including, without limitation, any increase in Total Assets resulting from the incurrence of such additional Debt (such increase together with the Issuer's Total Assets is referred to as the "Adjusted Total Assets"). In addition to the foregoing limitation on the incurrence of Debt, the Issuer will not, and will not permit any Subsidiary to, incur any Secured Debt other than intercompany Debt if, immediately after giving effect to the incurrence of such additional Secured Debt, the aggregate principal amount of all outstanding Secured Debt of the Issuer and its Subsidiaries on a consolidated basis is greater than 40% of Adjusted Total Assets. Debt shall be deemed to be "incurred" by the Issuer and its Subsidiaries on a consolidated basis whenever the Issuer and its Subsidiaries on a consolidated basis shall create, assume, guarantee or otherwise become liable in respect thereof. In addition to the foregoing limitations on the incurrence of Debt, the Issuer will not, and will not permit any Subsidiary to, incur any Debt, other than intercompany Debt, if the ratio of Consolidated Income Available for Debt Service to the Annual Debt Service Charge (in each case as defined below) for the period consisting of the four consecutive fiscal quarters most recently ended prior to the date on which such additional Debt is to be incurred shall have been less than 1.5 to 1, on a pro forma basis after giving effect to the incurrence of such Debt and to the application of the proceeds therefrom, and calculated on the assumption that (i) the incurrence of such Debt and any other Debt by the Issuer or its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Debt, had occurred at the beginning of such period, (ii) the repayment or retirement of any other Debt by the Issuer or its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Debt under any revolving credit facility shall be computed based upon the average daily balance of such Debt during such period), and (iii) in the case of any increase or decrease in Total Assets, or any other acquisition or disposition by the Issuer or any Subsidiary of any asset or group of assets, since the first day of such four-quarter period, including, without limitation, by merger, stock purchase or sale, or asset purchase 3 4 or sale, such increase, decrease or other acquisition or disposition or any related repayment of Debt had occurred as of the first day of such period with the appropriate adjustments to net income and Debt levels with respect to such increase, decrease or other acquisition or disposition being included in such pro forma calculation. For purposes of the adjustments referred to in clause (iii) of the preceding sentence, any income earned (or loss incurred) as a result of any such increase, decrease or other acquisition or disposition referred to in clause (iii) for a period less than such four-quarter period shall be annualized for such four-quarter period. Maintenance of Total Unencumbered Assets. The Issuer is required to maintain Total Unencumbered Assets of not less than 150% of the aggregate outstanding principal amount of the outstanding Unsecured Debt of the Issuer. As used herein: "Annual Debt Service Charge" as of any date means the amount which is expensed in any 12-month period for interest on Debt of the Issuer and its Subsidiaries. "Consolidated Income Available for Debt Service" for any period means Consolidated Net Income plus amounts which have been deducted in determining Consolidated Net Income during such period for (i) Consolidated Interest Expense, (ii) provision for taxes of the Issuer and its Subsidiaries based on income, (iii) amortization (other than amortization of debt discount) and depreciation, (iv) provisions for losses from sales or joint ventures, (v) increases in deferred taxes and other non-cash items, (vi) charges resulting from a change in accounting principles, and (vii) charges for early extinguishment of debt, and less amounts which have been added in determining Consolidated Net Income during such period for (a) provisions for gains from sales or joint ventures, and (b) decreases in deferred taxes and other non-cash items. "Consolidated Interest Expense" means, for any period, and without duplication, all interest (including the interest component of rentals on capitalized leases, letter of credit fees, commitment fees and other like financial charges) and all amortization of debt discount on all Debt (including, without limitation, payment-in-kind, zero coupon and other like securities) of the Issuer and its Subsidiaries, but excluding legal fees, title insurance charges and other out-of-pocket fees and expenses incurred in connection with the issuance of Debt, all determined in accordance with generally accepted accounting principles. "Consolidated Net Income" for any period means the amount of consolidated net income (or loss) of the Issuer and its Subsidiaries for such period determined on a consolidated basis in accordance with generally accepted accounting principles. "Debt" of the Issuer or any Subsidiary means any indebtedness of the Issuer and its Subsidiaries, whether or not contingent, in respect of (i) borrowed money evidenced by bonds, notes, debentures or similar instruments, (ii) indebtedness secured by a 4 5 mortgage, pledge, lien, charge, encumbrance or any security interest existing on property owned by the Issuer and its Subsidiaries, (iii) the reimbursement obligations, contingent or otherwise, in connection with any letters of credit actually issued or amounts representing the balance deferred and unpaid of the purchase price of any property except any such balance that constitutes an accrued expense or trade payable or (iv) any lease of property by the Issuer and its Subsidiaries as lessee which is reflected in the Issuer's consolidated balance sheet as a capitalized lease in accordance with generally accepted accounting principles, in the case of items of indebtedness under (i) through (iii) above to the extent that any such items (other than letters of credit) would appear as a liability on the Issuer's consolidated balance sheet in accordance with generally accepted accounting principles, and also includes, to the extent not otherwise included, any obligation by the Issuer or any Subsidiary to be liable for, or to pay, as obligor, guarantor or otherwise (other than for purposes of collection in the ordinary course of business), indebtedness of another person (other than the Issuer or any Subsidiary) (it being understood that Debt shall be deemed to be incurred by the Issuer and its Subsidiaries on a consolidated basis whenever the Issuer and its Subsidiaries on a consolidated basis shall create, assume, guarantee or otherwise become liable in respect thereof); provided, however, that the term Debt shall not include any such indebtedness that has been the subject of an "in substance" defeasance in accordance with generally accepted accounting principles. "Secured Debt" means Debt secured by any mortgage, trust deed, deed of trust, deed to secure debt, security agreement, pledge, conditional sale or other title retention agreement, capitalized lease, or other like agreement granting or conveying security title to or a security interest in real property or other tangible assets. "Senior Executive Group" shall mean, collectively, those individuals holding the offices of Chairman, Vice Chairman, President, Chief Executive Officer, Chief Operating Officer, or any Executive Vice President of the Company. "Subsidiary" means (i) any corporation or other entity the majority of the shares of the non-voting capital stock or other equivalent ownership interests of which (except directors' qualifying shares) are at the time directly or indirectly owned by the Issuer or Post GP Holdings, Inc, a Georgia corporation and the Issuer's general partner ("Post GP Holdings") and the majority of the shares of the voting capital stock or other equivalent ownership interests of which (except directors' qualifying shares) are at the time directly or indirectly owned by the Issuer, Post GP Holdings, any other Subsidiary, and/or one or more individuals of the Senior Executive Group (or, in the event of death or disability of any of such individuals, his/her respective legal representative(s)), or such individuals' successors in office as an officer of Post GP Holdings or the Secretary of such Subsidiary, and (ii) any other entity (other than Post GP Holdings) the accounts of which are consolidated with the accounts of the Issuer. "Total Assets" as of any date means the sum of (i) Undepreciated Real Estate Assets and (ii) all other assets of the Issuer and its Subsidiaries on a consolidated basis 5 6 determined in accordance with generally accepted accounting principles (but excluding intangibles and accounts receivable). "Total Unencumbered Assets" means the sum of (i) those Undepreciated Real Estate Assets not securing any portion of Secured Debt, and (ii) all other assets of the Issuer and its Subsidiaries not securing any portion of Secured Debt determined in accordance with generally accepted accounting principles (but excluding accounts receivable and intangibles). "Undepreciated Real Estate Assets" as of any date means the cost (original cost plus capital improvements) of real estate assets of the Issuer and its Subsidiaries on such date, before depreciation and amortization, determined on a consolidated basis in accordance with generally accepted accounting principles. "Unsecured Debt" means Debt of the Issuer or any Subsidiary that is not Secured Debt. If an Event of Default as defined in the Indenture with respect to the Notes shall occur and be continuing, the principal of, and premium, if any, on, the Notes may be declared, and upon such declaration shall become, due and payable in the manner and with the effect provided in the Indenture. As provided in and subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Notes, the Holders of not less than 25% in principal amount of the Notes at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee and offered the Trustee reasonable indemnity and the Trustee shall not have received from the Holders of a majority in principal amount of the Notes at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any interest on or after the respective due dates expressed herein. Neither the Company, Post GP Holdings nor any other partner of the Issuer shall have any obligation or liability for payment of the Notes, and holders of the Notes will have no claims or other recourse against the Company, Post GP Holdings or any other partner of the Issuer, or against any assets of the Company, Post GP Holdings or any other partner of the Issuer, in respect of the Notes; and the holders of the Notes shall not have any right to enforce any obligation of a partner to make a contribution to the Issuer under any provision of the Agreement of Limited Partnership. Neither the Company, Post GP Holdings nor any other partner of the Issuer nor any of their respective assets shall be subject to any lien, levy, execution or any other enforcement procedure relating directly or indirectly to the Notes or any obligations hereunder; 6 7 provided, however, that in the event of a dissolution of the Issuer, any assets of the Issuer that are received by the Company or Post GP Holdings in such dissolution shall be subject to the claims of the holders of the Notes for the enforcement of payment thereof. The Issuer covenants that Post GP Holdings shall not acquire any assets other than interests in the Issuer and other than such bank accounts or similar instruments or accounts as necessary to carry out its responsibilities under the Agreement of Limited Partnership of the Issuer without the prior written consent of a majority in principal amount of all of the outstanding Notes. A breach of the foregoing covenant by the Issuer, and continuance of such breach for a period of 60 days after there has been given, by registered or certified mail, to the Issuer by the Trustee or to the Issuer and the Trustee by the holders of at least 25% in principal amount of the outstanding Notes a written notice as set forth in the Indenture, shall be an event of default under the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holders of the Notes under the Indenture at any time by the Issuer and the Trustee with the consent of the Holders of not less than a majority in principal amount of the Outstanding Notes. The Indenture also contains provisions permitting the Holders of not less than a majority in principal amount of the Notes at the time Outstanding, on behalf of the Holders of all Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of, premium, if any, and interest on, this Note at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Note is registrable in the Note Register, upon surrender of this Note for registration of transfer at the office or agency of the Issuer in any Place of Payment where the principal of, premium, if any, and interest on, this Note are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Security Registrar for the Notes duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereon one or more Notes of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Notes are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, the Notes are exchangeable for a like aggregate principal amount of Notes of this series of a different authorized denomination, as requested by the Holder surrendering the same. 7 8 No service charge shall be made for any registration of transfer or exchange, but the Issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Note for registration of transfer, the Issuer, the Trustee and any authorized agent of the Issuer or the Trustee may treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or note this Note be overdue, and neither the Issuer, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Note which are defined in the Indenture shall have the meanings assigned to them in the Indenture. THE INDENTURE AND THE NOTES INCLUDING THIS NOTE, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE, EXCEPT AS MAY OTHERWISE BE REQUIRED BY MANDATORY PROVISIONS OF LAW. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Issuer has caused "CUSIP" numbers to be printed on the Notes as a convenience to the Holders of the Notes. No representation is made as to the correctness or accuracy of such CUSIP numbers as printed on the Notes, and reliance may be placed only on the other identification numbers printed hereon. Unless the certificate of authentication hereon has been executed by or on behalf of the Trustee by manual signature, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purposes. 8 9 IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed under this corporate seal this 12th day of March, 2001. POST APARTMENT HOMES, L.P. By: Post GP Holdings, Inc. as General Partner By: ------------------------------------ R. Gregory Fox Executive Vice President and Chief Financial Officer Attest: - -------------------------------------- Sherry W. Cohen Executive Vice President and Secretary [SEAL] 9 10 TRUSTEE'S CERTIFICATE OF AUTHENTICATION: This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. SUNTRUST BANK, as Trustee By: -------------------------------- Authorized Officer By: -------------------------------- Authorized Officer 10 11 ASSIGNMENT FORM FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers to PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBERS OF ASSIGNS - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Please Print or Typewrite Name and Address Including Zip Code of Assignee - -------------------------------------------------------------------------------- the within Note of Post Apartment Homes, L.P. and ------------------------------ hereby does irrevocably constitute and appoint - -------------------------------------------------------------------------------- Attorney to transfer said Note on the books of the within-named Trust with Full power of substitution in the premises. Dated: --------------- ----------------------------------- ----------------------------------- NOTICE: The signature to this assignment must correspond with the name as it appears on the first page of the within Note in every particular, without alteration or enlargement or any change whatever. 11 EX-5.(A) 5 g67544ex5-a.txt OPINION OF KING & SPALDING 1 EXHIBIT 5(a) March 7, 2001 Post Apartment Homes, L.P. 4401 Northside Parkway Suite 800 Atlanta, Georgia 30327 Re: Post Apartment Homes, L.P. -- 6.71% Notes due 2006 Ladies and Gentlemen: We have acted as counsel for Post Apartment Homes, L.P., a Georgia limited partnership (the "Operating Partnership,") in connection with the registration under the Securities Act of 1933, as amended, of $50,000,000 aggregate principal amount of 6.71% Notes due 2006 (the "Notes") pursuant to a Prospectus Supplement dated March 7, 2001 (the "Notes Prospectus Supplement"). In connection with this opinion, we have examined and relied upon such records, documents, certificates and other instruments as in our judgment are necessary or appropriate to form the basis for the opinions hereinafter set forth. In all such examinations, we have assumed the genuineness of signatures on original documents and the conformity to such original documents of all copies submitted to us as certified, conformed or photographic copies, and as to certificates of public officials, we have assumed the same to have been properly given and to be accurate. As to matters of fact material to this opinion, we have relied upon statements and representations of representatives of the Operating Partnership and of public officials. We have assumed that the execution and delivery of, and the performance of all obligations under, an Indenture dated as of September 15, 2000 as supplemented by the First Supplemental Indenture dated December 1, 2000, (collectively, the "Indenture") between the Operating Partnership and SunTrust Bank, as the trustee (the "Trustee") was duly authorized by all requisite action by the Trustee, and that the Indenture was duly executed and delivered by, and is a valid and binding agreement of, the Trustee, enforceable against the Trustee in accordance with its terms. This opinion is limited in all respects to the federal laws of the United States of America and the laws of the States of Georgia and New York, and no opinion is expressed with respect to the laws of any other jurisdiction or any effect which such laws may have on the opinions expressed herein. This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated herein. 2 Post Apartment Homes, L.P. March 7, 2001 Page 2 Based upon the foregoing, and the other limitations and qualifications set forth herein, we are of the opinion that: (i) The Operating Partnership is a validly existing limited partnership under the laws of the State of Georgia; (ii) Upon the issuance and sale thereof as described in the Notes Prospectus Supplement and, when executed by the Operating Partnership and duly authenticated by the Trustee in accordance with the terms of the Indenture, the Notes will (x) be valid and binding obligations of the Operating Partnership, enforceable against the Operating Partnership in accordance with their terms and (y) be entitled to the benefits of the Indenture. The opinions set forth above are subject, as to enforcement, to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, and (ii) general equitable principles (regardless of whether enforcement is considered in a proceeding in equity or law). This opinion is given as of the date hereof, and we assume no obligation to advise you after the date hereof of facts or circumstances that come to our attention or changes in law that occur which could affect the opinions contained herein. This letter is being rendered solely for the benefit of the Operating Partnership in connection with the matters addressed herein. This opinion may not be furnished to or relied upon by any person or entity for any purpose without our prior written consent. We hereby consent to the filing of this opinion as an Exhibit to the current report on Form 8-K and to the reference to us under the caption "Validity of the Notes" in the Prospectus Supplement dated March 7, 2001. Very truly yours, KING & SPALDING -----END PRIVACY-ENHANCED MESSAGE-----

EX-1.(A)

   1

                           POST APARTMENT HOMES, L.P.
                         (a Georgia limited partnership)

                                 Debt Securities

                               PURCHASE AGREEMENT

                                                                   March 7, 2001

MERRILL LYNCH & CO.
Merrill Lynch, Pierce, Fenner & Smith
            Incorporated
North Tower, 10th Floor
World Financial Center
250 Vesey Street
New York, New York 10281-1310

Ladies and Gentlemen:

         Post Apartment Homes, L.P., a Georgia limited partnership (the
"Operating Partnership"), proposes to issue and sell up to $500,000,000
aggregate initial public offering price of its unsecured non-convertible debt
securities (the "Securities") in principal amounts, at prices and on terms to be
determined at the time of offering. The Securities will be issued in one or more
series under one or more indentures (each, an "Indenture"), between the
Operating Partnership and a trustee (a "Trustee"). Each series of Securities may
vary, as applicable, as to title, aggregate principal amount, rank, interest
rate or formula and timing of payments thereof, stated maturity date, redemption
and/or repayment provisions, sinking fund requirements and any other variable
terms established by or pursuant to the applicable Indenture. Unless the context
otherwise requires, as used herein, "you" and "your" shall mean the parties to
whom this Agreement is addressed together with the other parties, if any,
identified in the applicable Terms Agreement (as hereinafter defined) as
additional co-managers with respect to Underwritten Securities (as hereinafter
defined) purchased pursuant thereto.

         Whenever the Operating Partnership determines to make an offering of
Securities through you, or through an underwriting syndicate managed by you, the
Operating Partnership will enter into an agreement (each a "Terms Agreement")
providing for the sale of such Securities (the "Underwritten Securities") to,
and the purchase and offering thereof by, you and such other underwriters, if
any, selected by you (the "Underwriters," which term shall include you, whether
acting as sole Underwriter or as a member of an underwriting syndicate, as well
as any Underwriter substituted pursuant to Section 10 hereof). The Terms
Agreement relating to the offering of Underwritten Securities shall specify the
aggregate principal amount of Underwritten Securities to be initially


   2

issued (the "Initial Underwritten Securities"), the name of each Underwriter
participating in such offering (subject to substitution as provided in Section
10 hereof) and the name of any Underwriter other than you acting as co-manager
in connection with such offering, the aggregate principal amount of Initial
Underwritten Securities which each such Underwriter severally agrees to
purchase, whether such offering is on a fixed or variable price basis and, if on
a fixed price basis, the initial offering price, the price at which the Initial
Underwritten Securities are to be purchased by the Underwriters, the form, time,
date and place of delivery and payment and any other material variable terms of
the Initial Underwritten Securities (including, but not limited to, current
ratings, designations, denominations, interest rates or formulas, interest
payment dates, maturity dates and repayment provisions). In addition, if
applicable, such Terms Agreement shall specify whether the Operating Partnership
has agreed to grant to the Underwriters an option to purchase additional
Securities to cover over-allotments, if any, and the aggregate principal amount
of Underwritten Securities subject to such option (the "Option Underwritten
Securities"). As used herein, the term "Underwritten Securities" shall include
the Initial Underwritten Securities and all or any portion of any Option
Underwritten Securities. The Terms Agreement, which shall be substantially in
the form of Exhibit A hereto, may take the form of an exchange of any standard
form of written telecommunication between you and the Operating Partnership.
Each offering of Underwritten Securities through you as sole Underwriter or
through an underwriting syndicate managed by you will be governed by this
Agreement, as supplemented by the applicable Terms Agreement, and such Terms
Agreement shall inure to the benefit of and be binding upon each Underwriter
participating in the offering of such Underwritten Securities.

         Post Properties, Inc., a Georgia corporation (the "Company"), and the
Operating Partnership have filed with the Securities and Exchange Commission
(the "Commission") registration statements on Form S-3 (Nos. 333-36595,
333-42844 and 333-55994) for the registration of, among other securities, the
Securities under the Securities Act of 1933, as amended (the "1933 Act"), and
the offering thereof from time to time in accordance with Rule 430A or Rule 415
of the rules and regulations of the Commission under the 1933 Act (the "1933 Act
Regulations"), and the Company and the Operating Partnership have filed such
amendments thereto as may have been required prior to the execution of the
applicable Terms Agreement. Each such registration statement has been declared
effective by the Commission and an Indenture has been qualified under the Trust
Indenture Act of 1939, as amended (the "1939 Act"). Each such registration
statement and the prospectus constituting a part thereof (including in each case
the information, if any, deemed to be part thereof pursuant to Rule 430A(b) of
the 1933 Act Regulations, and each prospectus supplement relating to the
offering of Underwritten Securities pursuant to Rule 430A or Rule 415 of the
1933 Act Regulations (the "Prospectus Supplement"), including all documents
incorporated therein by reference, as from time to time amended or supplemented
pursuant to


                                     - 2 -

   3

the 1933 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"),
or otherwise), are collectively referred to herein as the "Registration
Statement" and the "Prospectus," respectively; provided, that if any revised
Prospectus shall be provided to you by the Operating Partnership for use in
connection with the offering of Underwritten Securities which differs from the
Prospectus on file at the Commission at the time the Registration Statement
became effective (whether or not such revised prospectus is required to be filed
by the Company or the Operating Partnership pursuant to Rule 424(b) of the 1933
Act Regulations), the term "Prospectus" shall refer to each such revised
prospectus from and after the time it is first provided to you for such use;
provided, further, that a Prospectus Supplement shall be deemed to have
supplemented the Prospectus only with respect to the offering of Underwritten
Securities to which it relates. Any registration statement (including any
supplement thereto or information which is deemed part thereof) filed by the
Operating Partnership under Rule 462(b) of the 1933 Act Regulations (a "Rule
462(b) Registration Statement") shall be deemed to be part of the Registration
Statement. Any prospectus (including any amendment or supplement thereto or
information which is deemed part thereof) included in the Rule 462(b)
Registration Statement and any term sheet as contemplated by Rule 434 of the
1933 Act Regulations (a "Term Sheet") shall be deemed to be part of the
Prospectus. All references in this Agreement to financial statements and
schedules and other information which is "contained," "included" or "stated" in
the Registration Statement or the Prospectus (and all other references of like
import) shall be deemed to mean and include all such financial statements and
schedules and other information which is or is deemed to be incorporated by
reference in the Registration Statement or the Prospectus, as the case may be;
and all references in this Agreement to amendments or supplements to the
Registration Statement or the Prospectus shall be deemed to mean and include the
filing of any document under the 1934 Act which is or is deemed to be
incorporated by reference in the Registration Statement or the Prospectus, as
the case may be. For purposes of this Agreement, all references to the
Registration Statement, any preliminary prospectus, preliminary prospectus
supplement, Prospectus or Prospectus Supplement or any Term Sheet or any
amendment or supplement to the foregoing shall be deemed to include the copy
filed with the Commission pursuant to its Electronic Data Gathering, Analysis
and Retrieval system ("EDGAR").

         The term "Subsidiary" as used herein means a corporation or a
partnership a majority of the outstanding equity interests, as the case may be,
of which is owned or controlled, directly or indirectly, by the Company or the
Operating Partnership, as the case may be, or by one or more other Subsidiaries
of the Company or the Operating Partnership.


                                     - 3 -
   4

         SECTION 1. Representations and Warranties of the Operating Partnership.

         (a) The Operating Partnership represents and warrants to you, as of the
date hereof, and to you and each other Underwriter named in the applicable Terms
Agreement, as of the date thereof, as of the Closing Time (as defined below)
and, if applicable, as of each Date of Delivery (as defined below) (in each
case, a "Representation Date"), as follows:

                  (1) The Operating Partnership meets the requirements for use
         of Form S-3 under the 1933 Act. Each of the Registration Statement, the
         Prospectus and any Rule 462(b) Registration Statement has become
         effective under the 1933 Act and no stop order suspending the
         effectiveness of the Registration Statement or any part thereof has
         been issued under the 1933 Act and no proceeding for that purpose has
         been instituted or is pending or, to the knowledge of the Operating
         Partnership, is contemplated or threatened by the Commission or by the
         state securities authority of any jurisdiction, and any request on the
         part of the Commission for additional information has been complied
         with. In addition, the Indenture has been duly qualified under the 1939
         Act. No order preventing or suspending the use of the Prospectus has
         been issued and no proceeding for that purpose has been instituted or,
         to the knowledge of the Operating Partnership, threatened by the
         Commission or by the state securities authority of any jurisdiction.

                  (2) The Registration Statement, at the time it became
         effective, complied, and the Registration Statement and the Prospectus,
         at each Representation Date will comply, in all material respects with
         the requirements of the 1933 Act and the 1933 Act Regulations and the
         1939 Act and the rules and regulations of the Commission under the 1939
         Act (the "1939 Act Regulations"). The Registration Statement, at the
         time it became effective, did not, and as of each Representation Date
         will not, contain an untrue statement of a material fact or omit to
         state a material fact required to be stated therein or necessary to
         make the statements therein not misleading. At the date of the
         Prospectus, at the Closing Time and at each Representation Date, the
         Prospectus and any amendments and supplements thereto (unless the term
         "Prospectus" refers to a prospectus which has been provided to you by
         the Operating Partnership for use in connection with an offering of
         Underwritten Securities which differs from the Prospectus on file at
         the Commission at the time the Registration Statement became effective,
         in which case at the time it is first provided to you for such use) did
         not and will not


                                     - 4 -

   5

         contain an untrue statement of a material fact or omit to state a
         material fact necessary in order to make the statements therein, in
         light of the circumstances under which they were made, not misleading.
         If the Operating Partnership elects to rely upon Rule 434 of the 1933
         Act Regulations, the Operating Partnership will comply with the
         requirements of Rule 434. Notwithstanding the foregoing, the
         representations and warranties in this subsection shall not apply to
         statements in or omissions from the Registration Statement or the
         Prospectus made in reliance upon and in conformity with information
         furnished to the Operating Partnership in writing by any Underwriter
         through you expressly for use in the Registration Statement or the
         Prospectus or to that part of the Registration Statement which shall
         constitute the Statement of Eligibility and Qualification on Form T-1
         under the 1939 Act (the "Statement of Eligibility") of the Trustee
         under the Indenture. If a Rule 462(b) Registration Statement is
         required in connection with the offering and sale of the Underwritten
         Securities, the Operating Partnership has complied or will comply with
         the requirements of Rule 111 of the 1933 Act Regulations relating to
         the payment of filing fees therefor.

                  (3) Each preliminary prospectus, preliminary prospectus
         supplement and Prospectus Supplement filed as part of the Registration
         Statement at the time the Registration Statement became effective or as
         part of any amendment thereto, or filed pursuant to Rule 424 under the
         1933 Act, complied, when so filed, in all material respects with the
         1933 Act Regulations and, if applicable, each preliminary prospectus
         and the Prospectus delivered to the Underwriters for use in connection
         with the offering of Underwritten Securities will, at the time of such
         delivery, be identical to the electronically transmitted copies thereof
         filed with the Commission pursuant to EDGAR, except to the extent
         permitted by Regulation S-T.

                  (4) The documents incorporated or deemed to be incorporated by
         reference in the Prospectus, at the time they were or hereafter are
         filed with the Commission, complied and will comply in all material
         respects with the requirements of the 1934 Act and the rules and
         regulations of the Commission thereunder (the "1934 Act Regulations")
         and, when read together with the other information in the Prospectus,
         at the time the Registration Statement became effective and as of each
         Representation Date or during the period specified in Section 3(f), did
         not and will not include an untrue statement of a material fact or omit
         to state a material fact required to be stated therein or necessary to
         make the statements therein, in light of the circumstances under which
         they were made, not misleading.


                                     - 5 -

   6

                  (5) The accounting firm that certified the financial
         statements and supporting schedules included in, or incorporated by
         reference into, the Registration Statement and the Prospectus, is an
         independent public accountant as required by the 1933 Act and the 1933
         Act Regulations.

                  (6) The consolidated financial statements of the Company and
         the Operating Partnership incorporated by reference into the
         Registration Statement and the Prospectus, together with the related
         schedules and notes, as well as those financial statements, schedules
         and notes of any other entity included therein, present fairly the
         financial position of the Company, the Operating Partnership and their
         consolidated subsidiaries, or such other entities, as the case may be,
         at the respective dates indicated and the statement of operations,
         stockholders' equity, partners' equity, and cash flows of the Company,
         the Operating Partnership and their consolidated subsidiaries, or such
         other entities, as the case may be, for the periods specified. Such
         financial statements have been prepared in conformity with generally
         accepted accounting principles ("GAAP") applied on a consistent basis
         throughout the periods involved. The supporting schedules, if any,
         included in, or incorporated by reference into, the Registration
         Statement and the Prospectus present fairly the information required to
         be stated therein. The selected financial data and the summary
         financial information included in, or incorporated by reference into,
         the Prospectus present fairly the information shown therein and have
         been compiled on a basis consistent with that of the audited financial
         statements included in, or incorporated by reference into, the
         Registration Statement and the Prospectus. The Company's and the
         Operating Partnership's ratios of earnings to fixed charges and to
         fixed charges and preferred stock dividends (actual and, if any, pro
         forma) included in the Prospectus under the captions "Ratios of
         Earnings to Fixed Charges and to Fixed Charges and Preferred Stock
         Dividends" and in Exhibits 12.1 and 12.2 to the Registration Statement
         have been calculated in compliance with Item 503(d) of Regulation S-K
         of the Commission. In addition, any pro forma financial statements
         included in, or incorporated by reference into, the Registration
         Statement and the Prospectus comply in all material respects with the
         applicable requirements of Rule 11-02 of Regulation S-X of the
         Commission, and the assumptions used in the preparation thereof are, in
         the opinion of the Operating Partnership, reasonable and the
         adjustments used therein are appropriate to give effect to the
         transactions and circumstances referred to therein and have been
         properly applied to the historical amounts in the compilation of such
         statements. Other than the historical financial statements (and
         schedules) included therein, no other historical or pro forma financial
         statements (or


                                     - 6 -

   7

         schedules) are required by the 1933 Act or the 1933 Act Regulations to
         be included in the Registration Statement.

                  (7) Since the respective dates as of which information is
         given in the Registration Statement and the Prospectus, except as
         otherwise stated therein, (A) there has been no material adverse change
         in the condition, financial or otherwise, or in the earnings, assets,
         business affairs or business prospects of the Operating Partnership and
         its Subsidiaries considered as one enterprise (a "Material Adverse
         Effect"), whether or not arising in the ordinary course of business;
         (B) no casualty loss or condemnation or other adverse event with
         respect to any of the interests held directly or indirectly in any of
         the real properties owned, directly or indirectly, by the Operating
         Partnership or its Subsidiaries (the "Properties") has occurred that is
         material to the Operating Partnership and its Subsidiaries considered
         as one enterprise; (C) there have been no transactions entered into by
         the Operating Partnership or any Subsidiary, other than those arising
         in the ordinary course of business, which are material with respect to
         the Operating Partnership and its Subsidiaries considered as one
         enterprise or that would result, upon consummation, in any material
         inaccuracy in the representations contained in Section 1(a)(6) above;
         (D) neither the Operating Partnership nor any Subsidiary has incurred
         any material obligation or liability, direct, contingent or otherwise
         other than in the ordinary course of business; and (E) there has been
         no material change in the short-term debt or long-term debt of the
         Operating Partnership.

                  (8) The Operating Partnership has been duly formed and is
         validly existing as a limited partnership in good standing under the
         Georgia Revised Uniform Limited Partnership Act (the "Georgia Act")
         with partnership power and authority to own, lease and operate its
         properties, to conduct the business in which it is engaged and to enter
         into and perform its obligations under this Agreement, the Terms
         Agreement and the other agreements to which it is a party. The
         Operating Partnership is duly qualified or registered as a foreign
         partnership and is in good standing in each jurisdiction in which such
         qualification or registration is required, whether by reason of the
         ownership, leasing or management of property or the conduct of
         business, except where the failure to so qualify or register would not
         have a Material Adverse Effect.

                  (9) Each of the Significant Subsidiaries has been duly formed
         and is validly existing and in good standing under the laws of its
         jurisdiction of organization with partnership or corporate power and
         authority to conduct the business in which it is engaged and to own,


                                     - 7 -

   8

         lease and operate its properties as described in the Prospectus and to
         enter into and perform its obligations under any agreements to which it
         is a party. Each of the Significant Subsidiaries is duly qualified as a
         foreign partnership, corporation or other organization to transact
         business and is in good standing in each jurisdiction in which such
         qualification is required, whether by reason of the ownership or
         leasing of property, the management of properties by others or the
         conduct of business, except where the failure to so qualify would not
         have a Material Adverse Effect.

                  (10) All of the issued and outstanding shares of capital stock
         and partnership interests, as the case may be, of each Significant
         Subsidiary have been validly issued and fully paid and are owned by the
         Operating Partnership, the Company, another Significant Subsidiary,
         and/or certain affiliated entities as described in the Registration
         Statement, in each case free and clear of any security interest,
         mortgage, pledge, lien, encumbrance, claim or equity, other than the
         transfer restrictions set forth in the Option and Transfer Agreement by
         and among the Operating Partnership, Post Services, Inc., John A.
         Williams and John T. Glover.

                  (11) The Operating Partnership has full power and authority to
         enter into and perform its obligations under this Agreement and the
         applicable Terms Agreement and this Agreement has been, and as of each
         Representation Date, the applicable Terms Agreement will have been,
         duly authorized, executed and delivered by the Operating Partnership
         and, assuming due authorization, execution and delivery by the other
         parties thereto, each is a valid and binding agreement of the Operating
         Partnership enforceable against the Operating Partnership in accordance
         with its terms, except as (A) the enforceability thereof may be limited
         by bankruptcy, insolvency, reorganization, moratorium or similar laws
         affecting creditors' rights generally, (B) the availability of
         equitable remedies may be limited by equitable principles of general
         applicability, and (C) rights to indemnity and contribution thereunder
         may be limited by state or federal securities laws or the public policy
         underlying such laws.

                  (12) The Indenture (A) has been duly and validly authorized,
         and when executed and delivered by the Operating Partnership, and
         assuming due authorization, execution and delivery by the trustee, does
         constitute a valid and binding obligation of the Operating Partnership,
         enforceable against the Operating Partnership in accordance with its
         terms, subject to (i) applicable bankruptcy, insolvency,
         reorganization, moratorium, fraudulent transfer or similar laws
         affecting creditors' rights generally and (ii) general principles of


                                     - 8 -

   9

         equity (regardless of whether such enforceability is considered in a
         proceeding at law or in equity and except the effect on enforceability
         of (a) requirements that a claim with respect to any Underwritten
         Securities payable other than in U.S. dollars (or a foreign or
         composite currency judgment in respect of such claim) be converted into
         U.S. dollars at a rate of exchange prevailing on a date determined
         pursuant to applicable law or (b) federal or state law limiting,
         delaying or prohibiting the making of payments outside the United
         States); and (B) conforms in all material respects to the description
         thereof in the Prospectus.

                  (13) The Underwritten Securities have been, or as of the date
         of the applicable Terms Agreement will have been, duly authorized by
         the Operating Partnership for offer, sale, issuance and delivery
         pursuant to this Agreement and such Terms Agreement. Such Underwritten
         Securities, when issued and authenticated in the manner provided for in
         the applicable Indenture and delivered against payment of the
         consideration therefor specified in such Terms Agreement, will
         constitute valid and legally binding obligations of the Operating
         Partnership, entitled to the benefits of the Indenture enforceable
         against the Operating Partnership in accordance with its terms, subject
         to (i) applicable bankruptcy, insolvency, reorganization, moratorium,
         fraudulent transfer or similar laws affecting creditors' rights
         generally and (ii) general principles of equity (regardless of whether
         such enforceability is considered in a proceeding at law or in equity
         and except the effect on enforceability of (a) requirements that a
         claim with respect to any Underwritten Securities payable other than in
         U.S. dollars (or a foreign or composite currency judgment in respect of
         such claim) be converted into U.S. dollars at a rate of exchange
         prevailing on a date determined pursuant to applicable law or (b)
         federal or state law limiting, delaying or prohibiting the making of
         payments outside the United States). Such Underwritten Securities will
         be in the form contemplated by, and each registered holder thereof is
         entitled to the benefits of, the applicable Indenture. Upon payment of
         the purchase price and delivery of such Underwritten Securities in
         accordance herewith, each of the Underwriters will receive good, valid
         and marketable title to such Underwritten Securities, free and clear of
         all security interests, mortgages, pledges, liens, encumbrances, claims
         and equities. The terms of such applicable Underwritten Securities
         conform in all material respects to all statements and descriptions
         related thereto contained in the Prospectus. Such Underwritten
         Securities rank and will rank on a parity with all unsecured and
         unsubordinated indebtedness of the Operating Partnership that is
         outstanding on the Delivery Date or that may be incurred thereafter,
         except that such Underwritten Securities will be effectively


                                     - 9 -

   10

         subordinated to the prior claims of each secured mortgage lender to any
         specific Property which secures such lender's mortgage.

                  (14) Neither the Operating Partnership nor any of its
         Subsidiaries is in violation of its charter, by-laws, certificate of
         limited partnership, partnership agreement or LLC agreement, as the
         case may be, or in default in the performance or observance of any
         obligation, agreement, covenant or condition contained in any contract,
         indenture, mortgage, deed of trust, loan or credit agreement, note,
         lease or other agreement or instrument to which it or any of them is a
         party or by which any of them may be bound, or to which any of their
         property or assets is subject, except for such defaults that could not
         result in a Material Adverse Effect. The execution, delivery and
         performance of this Agreement or the applicable Terms Agreement or each
         applicable Indenture and the transactions contemplated herein or
         therein, including the issuance, sale and delivery of the Underwritten
         Securities and the use of the proceeds from the sale of the
         Underwritten Securities as described in the Prospectus under the
         caption "Use of Proceeds," and compliance by the Operating Partnership
         with its obligations hereunder and thereunder, (A) do not and will not,
         whether with or without the giving of notice or passage of time or
         both, conflict with or constitute a breach of, or default or Repayment
         Event (as defined below) under, or result in the creation or imposition
         of any lien, charge or encumbrance upon any assets, properties or
         operations of the Operating Partnership or any of its Subsidiaries
         pursuant to, any material contract, indenture, mortgage, deed of trust,
         loan or credit agreement, note, lease or other agreement or instrument
         to which the Operating Partnership or any of its Subsidiaries is a
         party or by which it or any of them may be bound, or to which any of
         their properties or assets is subject, nor (B) will such action result
         in any violation of the provisions of the (i) charter, bylaws, LLC
         agreement or partnership agreement of the Operating Partnership or any
         Subsidiary, as the case may be, or (ii) any applicable law, statute,
         rule, regulation, judgment, order, writ or decree of any government,
         government agency or court, domestic or foreign, having jurisdiction
         over the Operating Partnership or any Subsidiary or any of their
         assets, properties or operations, except any violation that could not
         result in a Material Adverse Effect. As used herein, a "Repayment
         Event" means any event or condition which gives the holder of any note,
         debenture or other evidence of indebtedness (or any person acting on
         such holder's behalf) the right to require the repurchase, redemption
         or repayment of all or a portion of such indebtedness by the Operating
         Partnership or any Subsidiary.


                                     - 10 -

   11

                  (15) No labor dispute with the employees of the Company, the
         Operating Partnership or any Subsidiary exists or, to the knowledge of
         the Operating Partnership, is imminent, which may result in a Material
         Adverse Effect.

                  (16) There is no action, suit or proceeding before or by any
         court or governmental agency or body, domestic or foreign, now pending,
         or to the knowledge of the Operating Partnership threatened against or
         affecting the Operating Partnership, any Subsidiary thereof, any
         Property or any officer or director of the foregoing, which is required
         to be disclosed in the Registration Statement and the Prospectus (other
         than as stated therein), or which could reasonably be expected to
         result in a Material Adverse Effect, or which might materially and
         adversely affect the consummation of this Agreement, the applicable
         Terms Agreement or any applicable Indenture or the transactions
         contemplated herein or therein or the performance by the Operating
         Partnership of its obligations under this Agreement, the applicable
         Indenture or the Underwritten Securities. There is no pending legal or
         governmental proceedings to which the Operating Partnership or any
         Subsidiary is a party or of which any of their respective assets or
         properties is subject which might result in a Material Adverse Effect.

                  (17) There are no contracts or documents of the Company or the
         Operating Partnership which are required to be described in the
         Registration Statement, the Prospectus or the documents incorporated by
         reference therein or to be filed as exhibits thereto which have not
         been so described and/or filed as required.

                  (18) No authorization, approval or consent of any court or
         governmental authority or agency is necessary or required for the
         performance by the Operating Partnership of its obligations under this
         Agreement, the applicable Terms Agreement or any applicable Indenture
         or in connection with the transactions contemplated under this
         Agreement, such Terms Agreement or any applicable Indenture, except
         such as have been already obtained or as may be required under the 1933
         Act, the 1939 Act, the 1933 Act Regulations or state securities or real
         estate syndication laws or the rules of the National Association of
         Securities Dealers, Inc. ("NASD").

                  (19) The Operating Partnership and its Subsidiaries own or
         possess, trademarks, service marks, trade names or other intellectual
         property (collectively, "Intellectual Property") necessary to carry on
         the business now operated by them, and neither the Operating
         Partnership nor any of its Subsidiaries has received any notice or is


                                     - 11 -

   12

         otherwise aware of any infringement of or conflict with asserted rights
         of others with respect to any Intellectual Property or of any facts or
         circumstances which would render any Intellectual Property invalid or
         inadequate to protect the interest of the Operating Partnership or any
         of its Subsidiaries therein, and which infringement or conflict (if the
         subject of any unfavorable decision, ruling or finding) or invalidity
         or inadequacy, singly or in the aggregate, would result in a Material
         Adverse Effect.

                  (20) Each of the Operating Partnership and its Subsidiaries
         has all permits, licenses, approvals, consents, certificates and other
         authorizations of and from (collectively, "Governmental Licenses") and
         has made all declarations and filings with all appropriate federal,
         state, local, foreign and other governmental authorities, all self
         regulatory organizations and all courts and other tribunals required
         for it to own, lease, license and use its properties and assets and to
         conduct its business in the manner described in the Registration
         Statement and the Prospectus, other than such Governmental Licenses the
         absence of which, singly or in the aggregate, could be reasonably
         expected to result in a Material Adverse Effect. Neither the Operating
         Partnership nor any of its Subsidiaries has received any notice of
         proceedings relating to the revocation or modification of any such
         Governmental Licenses which, singly or in the aggregate, if the subject
         of an unfavorable decision, ruling or finding, could be reasonably
         expected to result in a Material Adverse Effect.

                  (21) (A) Except as otherwise set forth in the Registration
         Statement or Prospectus, the Operating Partnership and its Subsidiaries
         directly or indirectly hold good and marketable title to the real
         property and improvements comprising the Properties (which title is, as
         applicable, in the form of fee simple title to land, air rights or
         condominium units, or leasehold title to land, air rights or
         condominium units) and also holds good title to all other assets that
         are required for the effective operation of such Properties in the
         manner in which they currently are operated, subject, however, to
         mortgages on such Properties, to leases of certain equipment and other
         personal property, to utility easements serving such Properties, to
         liens of ad valorem taxes not due and payable as of the Closing Time,
         to zoning and similar governmental land use matters affecting such
         Properties that are consistent with the current uses of such
         Properties, to matters of title not adversely affecting marketability
         of title to such Properties, other statutory liens not due and payable
         as of the Closing Time, title matters that may be material in
         character, amount or extent but which do not materially detract from
         the value, or interfere with the use of, the Properties or otherwise
         materially impair the


                                     - 12 -

   13

         business operations being conducted or proposed to be conducted
         thereon, ownership of cable television and other telecommunication
         lines and facilities serving one or more of such Properties by the
         cable television and other telecommunication providers or their
         affiliates, service marks and trade names used in connection with such
         Properties, and ownership by others of certain items of equipment and
         other items of personal property that are not material to the conduct
         of business operations at such Properties; (B) the ground lease under
         which the Operating Partnership leases the land or air rights on which
         any Property is located is in full force and effect, and the Operating
         Partnership is not in default in respect of any of the terms or
         provisions of any such lease and the Operating Partnership has not
         received notice of the assertion of any claim by anyone adverse to the
         Operating Partnership's rights as lessee under any such lease, or
         affecting or questioning the Operating Partnership's right to the
         continued possession or use of the Property under any such lease or of
         a default under any such lease, other than claims which would not have
         a Material Adverse Effect; (C) all liens, charges, encumbrances,
         claims, or restrictions on or affecting any of the Properties and the
         assets of the Operating Partnership or any Subsidiary which are
         required to be disclosed in the Prospectus are disclosed therein; (D)
         none of the Operating Partnership or any tenant of any of the
         Properties is in default under any of the leases pursuant to which the
         Operating Partnership, as lessor, leases its Property (and the
         Operating Partnership does not know of any event which, but for the
         passage of time or the giving of notice, or both, would constitute a
         default under any of such leases) other than such defaults that would
         not have a Material Adverse Effect; (E) except as otherwise set forth
         in the Registration Statement or Prospectus, to the extent entered into
         in the ordinary course of business or to the extent not material to the
         Operating Partnership, no person has an option or right of first
         refusal to purchase all or part of any Property or any interest
         therein; (F) each of the Properties complies with all applicable codes,
         laws and regulations (including, without limitation, building and
         zoning codes, laws and regulations and laws relating to access to the
         Properties), except to the extent disclosed in the Prospectus and
         except for such failures to comply that would not individually or in
         the aggregate have a Material Adverse Effect; (G) the Operating
         Partnership does not have knowledge of any pending or threatened
         condemnation proceedings, zoning change, or other similar proceeding or
         action that will in any manner affect the size of, use of, improvements
         on, construction on or access to the Properties, except such
         proceedings or actions that would not have a Material Adverse Effect;
         and (H) other than with respect to the Property known as "Post Woods,"
         and in the case of certain properties acquired in the merger with
         Columbus


                                     - 13 -

   14

         Realty Trust, the Operating Partnership and its Subsidiaries are the
         beneficiaries of title insurance on the Properties in amounts that were
         commercially reasonable at the time such policies were issued, and in
         each case such title insurance is in full force and effect, except to
         the extent the failure to obtain such title insurance or to keep such
         title insurance in force would not have a Material Adverse Effect.

                  (22) The Operating Partnership is not, and upon the issuance
         and sale of the Underwritten Securities as herein contemplated and the
         application of the net proceeds therefrom as described in the
         Prospectus will not be, an "investment company" within the meaning of
         the Investment Company Act of 1940, as amended (the "1940 Act"), or is
         or will become a "holding company" or a "subsidiary company" of a
         "registered holding company," as defined in the Public Utility Holding
         Company Act of 1935, as amended.

                  (23) Except as disclosed in the Prospectus, (A) each Property,
         including, without limitation, the Environment (as defined below)
         associated with each Property, is free of any Hazardous Substance (as
         defined below) in violation of any Environmental Law (as defined below)
         applicable to the Properties, except for any Hazardous Substance that
         would not have any Material Adverse Effect; (B) neither the Operating
         Partnership nor any Subsidiary has caused or suffered to occur any
         Release (as defined below) of any Hazardous Substance into the
         Environment on, in, under or from any Property in violation of any
         Environmental Law applicable to such Property, and no condition exists
         on, in or under any Property or, to the knowledge of the Operating
         Partnership, any property adjacent to any Property that could result in
         the occurrence of liabilities under, or any violations of, any
         Environmental Law applicable to such Property, give rise to the
         imposition of any Lien (as defined below) under any Environmental Law,
         or cause or constitute a health, safety or environmental hazard to any
         property, person or entity, except any violation which would not be
         reasonably likely to result in a Material Adverse Effect; (C) neither
         the Operating Partnership nor any Subsidiary is engaged in or intends
         to engage in any manufacturing or any similar operations at any
         Property that (1) require the use, handling, transportation, storage,
         treatment or disposal of any Hazardous Substance (other than paints,
         stains, cleaning solvents, insecticides, herbicides, or other
         substances that are used in the ordinary course of operating any
         Property and in compliance with all applicable Environmental Laws) or
         (2) require permits or are otherwise regulated pursuant to any
         Environmental Law; (D) except as otherwise set forth in the
         Registration Statement or Prospectus, neither the Operating Partnership
         nor any Subsidiary has received any notice of a claim under or pursuant
         to any Environmental


                                     - 14 -

   15

         Law applicable to a Property or under common law pertaining to
         Hazardous Substances on any Property or pertaining to other property at
         which Hazardous Substances generated at any Property have come to be
         located which could be reasonably likely to result in a Material
         Adverse Effect; (E) except as otherwise set forth in the Registration
         Statement or Prospectus, neither the Operating Partnership nor any
         Subsidiary has received any notice from any Governmental Authority (as
         defined below) claiming any violation of any Environmental Law that is
         uncured or unremediated as of the date hereof which could reasonably be
         likely to result in a Material Adverse Effect; and (F) except as
         otherwise set forth in the Registration Statement or Prospectus, no
         Property (1) is included or, to the knowledge of the Operating
         Partnership or any Subsidiary, proposed for inclusion on the National
         Priorities List issued pursuant to CERCLA (as defined below) by the
         United States Environmental Protection Agency (the "EPA") or on the
         Comprehensive Environmental Response, Compensation, and Liability
         Information System database maintained by the EPA as a potential CERCLA
         removal, remedial or response site or (2) is included or proposed for
         inclusion on, any similar list of potentially contaminated sites
         pursuant to any other applicable Environmental Law nor has the
         Operating Partnership, or any subsidiary received any written notice
         from the EPA or any other Governmental Authority proposing the
         inclusion of any Property on such list.

                  As used herein, "Hazardous Substance" shall include, without
         limitation, any hazardous substance, hazardous waste, toxic or
         dangerous substance, pollutant, solid waste or similarly designated
         materials, including, without limitation, oil, petroleum, or any
         petroleum-derived substance or waste, asbestos or asbestos-containing
         materials, PCBs, pesticides, explosives, radioactive materials,
         dioxins, urea formaldehyde insulation or any constituent of any such
         substance, pollutant or waste, including any such substance, pollutant
         or waste identified, listed or regulated under any Environmental Law
         (including, without limitation, materials listed in the United States
         Department of Transportation Optional Hazardous Material Table, 49
         C.F.R. ss. 172.101, as the same may now or hereafter be amended, or in
         the EPA's List of Hazardous Substances and Reportable Quantities, 40
         C.F.R. Part 3202, as the same may now or hereafter be amended);
         "Environment" shall mean any surface water, drinking water, ground
         water, land surface, subsurface strata, river sediment, buildings,
         structures, and ambient, workplace and indoor air; "Environmental Law"
         shall mean the Comprehensive Environmental Response, Compensation and
         Liability Act, as amended (42 U.S.C. ss. 9601, et seq.) ("CERCLA"), the
         Resource Conservation Recovery Act, as amended (42 U.S.C. ss. 6901, et
         seq.), the Clean Air Act, as amended (42


                                     - 15 -

   16

         U.S.C. ss. 7401, et seq.), the Clean Water Act, as amended (33 U.S.C.
         ss. 1251, et seq.), the Toxic Substances Control Act, as amended (15
         U.S.C. ss. 2601 et seq.), the Occupational Safety and Health Act of
         1970, as amended (29 U.S.C. ss. 651, et seq.), the Hazardous Materials
         Transportation Act, as amended (49 U.S.C. ss. 1801, et seq.), together
         with all rules, regulations and orders promulgated thereunder and all
         other federal, state and local laws, ordinances, rules, regulations and
         orders relating to the protection of the environment or of human health
         from environmental effects; "Governmental Authority" shall mean any
         federal, state or local governmental office, agency or authority having
         the duty or authority to promulgate, implement or enforce any
         Environmental Law; "Lien" shall mean, with respect to any Property, any
         material mortgage, deed of trust, pledge, security interest, lien,
         encumbrance, penalty, fine, charge, assessment, judgment or other
         liability in, on or affecting such Property; and "Release" shall mean
         any spilling, leaking, pumping, pouring, emitting, emptying,
         discharging, injecting, escaping, leaching, dumping, emanating or
         disposing of any Hazardous Substance into the Environment including,
         without limitation, the abandonment or discard of barrels, containers,
         tanks (including, without limitation, underground storage tanks) or
         other receptacles containing or previously containing any Hazardous
         Substance or any release, emission, discharge or similar term, as those
         terms are defined or used in any Environmental Law.

                  (24) Each of the Operating Partnership and its Subsidiaries is
         insured by insurers of recognized financial responsibility against such
         losses and risks and in such amounts as are prudent and customary in
         the businesses in which they are engaged.

                  (25) The assets of the Operating Partnership do not constitute
         "plan assets" under the Employee Retirement Income Security Act of
         1974, as amended.

                  (26) Except as otherwise set forth in the Registration
         Statement or Prospectus, the mortgages and deeds of trust encumbering
         the properties and assets are not convertible and are not
         cross-defaulted or cross-collateralized to any property not owned by
         the Operating Partnership or any of its Subsidiaries; except as
         otherwise disclosed in the Registration Statement or Prospectus, none
         of the Operating Partnership or any of its Subsidiaries holds
         participating interests in such mortgages and deeds of trust.

                  (27) The partnership agreement of the Operating Partnership
         (the "Operating Partnership Agreement") has been duly authorized,


                                     - 16 -

   17

         executed and delivered by the parties thereto and constitutes the valid
         agreement thereof, enforceable in accordance with its terms, except as
         (A) the enforceability thereof may be limited by bankruptcy,
         insolvency, reorganization, moratorium or similar laws affecting
         creditors' rights generally and (B) the availability of equitable
         remedies may be limited by equitable principles of general
         applicability; and the execution, delivery and performance of the
         Operating Partnership Agreement did not, at the time of execution and
         delivery, and does not constitute a breach of, or default under any
         material contract, lease or other instrument to which the Operating
         Partnership is a party or by which its properties may be bound or any
         law, administrative regulation or administrative or court decree.

                  (28) The Company was organized and has operated in conformity
         with the requirements for qualification and taxation as a REIT for each
         of the taxable years beginning with the year ended December 31, 1993,
         and its current organization and method of operation should enable it
         to continue to meet the requirements for qualification and taxation as
         a REIT.

                  (29) The Operating Partnership and each of the Subsidiary
         Partnerships are properly classified as partnerships, and not as
         corporations or as associations taxable as corporations, for Federal
         income tax purposes throughout the period from July 22, 1993 through
         the date hereof, or, in the case of any Subsidiary Partnerships that
         have terminated, through the date of termination of such Subsidiary
         Partnerships.

                  (30) Each of the Company, the Operating Partnership and its
         Subsidiaries has filed all federal, state, local and foreign income tax
         returns which have been required to be filed (except in any case in
         which the failure to file would not have a Material Adverse Effect) and
         has paid all taxes required to be paid and any other assessment, fine
         or penalty levied against it, to the extent that any of the foregoing
         is due and payable, except, in all cases, for any such tax, assessment,
         fine or penalty that is being contested in good faith.

                  (31) The Underwritten Securities, upon issuance, will be
         excluded or exempted under, or beyond the purview of, the Commodity
         Exchange Act, as amended, and the rules and regulations of the
         Commodity Futures Trading Commission under such Act, as amended.

         (b) Any certificate signed by any officer of the Operating Partnership
(or any officer of the Company, Post GP Holdings, Inc., a Georgia corporation
and sole general partner of the Operating Partnership ("Post GP")), or


                                     - 17 -

   18

of any Subsidiary, and delivered to you or to counsel for the Underwriters in
connection with the offering of the Underwritten Securities shall be deemed a
representation and warranty by the Operating Partnership to each Underwriter as
to the matters covered thereby on the date of such certificate and, unless
subsequently amended or supplemented, at each Representation Date subsequent
thereto.

         SECTION 2. Sale and Delivery to Underwriters; Closing.

         (a) The several commitments of the Underwriters to purchase the
Underwritten Securities pursuant to the applicable Terms Agreement shall be
deemed to have been made on the basis of the representations and warranties
herein contained and shall be subject to the terms and conditions set forth
herein or in the applicable Terms Agreement.

         (b) In addition, on the basis of the representations and warranties
herein contained and subject to the terms and conditions herein set forth, the
Operating Partnership may grant, if so provided in the applicable Terms
Agreement relating to the Initial Underwritten Securities, an option to the
Underwriters named in such Terms Agreement, severally and not jointly, to
purchase up to the aggregate principal amount, as the case may be, of the Option
Underwritten Securities set forth therein at a price per Option Underwritten
Security equal to the price per Initial Underwritten Security, less an amount
equal to any distributions declared by the Operating Partnership and paid or
payable on the Initial Underwritten Securities but not payable on the Option
Underwritten Securities. Such option, if granted, will expire 30 days or such
lesser number of days as may be specified in the applicable Terms Agreement
after the Representation Date relating to the Initial Underwritten Securities,
and may be exercised in whole or in part from time to time only for the purpose
of covering over-allotments which may be made in connection with the offering
and distribution of the Initial Underwritten Securities upon notice by you to
the Operating Partnership, as the case may be, setting forth the aggregate
principal amount of Option Underwritten Securities as to which the several
Underwriters are then exercising the option and the time, date and place of
payment and delivery for such Option Underwritten Securities. Any such time and
date of payment and delivery (each, a "Date of Delivery") shall be determined by
you, but shall not be later than seven full business days and not be earlier
than two full business days after the exercise of said option, unless otherwise
agreed upon by you and the Operating Partnership. If the option is exercised as
to all or any portion of the Option Underwritten Securities, each of the
Underwriters, acting severally and not jointly, will purchase that proportion of
the total aggregate principal amount of Option Underwritten Securities then
being purchased which the aggregate principal amount of Initial Underwritten
Securities each such Underwriter has severally agreed to purchase as set forth
in such Terms Agreement bears to the total aggregate principal amount of Initial
Underwritten


                                     - 18 -

   19

Securities, subject to such adjustments as you in your discretion shall make to
eliminate any sales or purchases of fractional Option Underwritten Securities.

         (c) Payment of the purchase price for, and delivery of, the Initial
Underwritten Securities to be purchased by the Underwriters shall be made at the
offices of Hogan & Hartson L.L.P., 555 Thirteenth Street, N.W., Washington, D.C.
20004, or at such other place as shall be agreed upon by you and the Operating
Partnership, at 10:00 a.m. (Eastern time) on the third (fourth, if the pricing
occurs after 4:30 p.m. (Eastern Time) on any given day) business day unless
postponed in accordance with the provisions of Section 10) following the date of
the applicable Terms Agreement, or such other time as shall be agreed upon by
you and the Operating Partnership (each such time and date of payment and
delivery being herein called a "Closing Time"). In addition, in the event that
the Underwriters have exercised their option, if any, to purchase any or all of
the Option Underwritten Securities, payment of the purchase price for, and
delivery of such Option Underwritten Securities, shall be made at the
above-mentioned offices of Hogan & Hartson L.L.P., or at such other place as
shall be agreed upon by you and the Operating Partnership, on the relevant Date
of Delivery as specified in the notice from you to the Operating Partnership.

         Payment shall be made to the Operating Partnership, by wire transfer or
by certified or official bank check or checks drawn in Federal or similar
same-day funds payable to the order of the Operating Partnership, as applicable,
against delivery to you for the respective accounts of the Underwriters of the
Underwritten Securities to be purchased by them. It is understood that each
Underwriter has authorized you, for its account, to accept delivery of, receipt
for, and make payment of the purchase price, for the Underwritten Securities
which it has severally agreed to purchase. You, individually and not as
representative of the Underwriters, may (but shall not be obligated to) make
payment of the purchase price for the Underwritten Securities to be purchased by
any Underwriter whose check has not been received by the Closing Time or the
relevant Date of Delivery, as the case may be, but such payment shall not
relieve such Underwriter from its obligations hereunder.

         (d) The Underwritten Securities shall be in such authorized
denominations and registered in such names as you may request in writing at
least two full business days prior to the applicable Closing Time or the
relevant Date of Delivery, as the case may be. The Underwritten Securities will
be made available for examination and packaging by you on or before the first
business day prior to the Closing Time or the relevant Date of Delivery, as the
case may be.

         SECTION 3. Covenants of the Operating Partnership. The Operating
Partnership covenants with you and with each Underwriter participating in the
offering of Underwritten Securities, as follows:


                                     - 19 -

   20

                  (a) In respect of each offering of Underwritten Securities,
         the Operating Partnership will prepare a Prospectus Supplement setting
         forth the principal amount of Underwritten Securities covered thereby
         and their terms not otherwise specified in the Prospectus or the
         Indenture pursuant to which the Underwritten Securities are being
         issued, the names of the Underwriters participating in the offering and
         the principal amount of Underwritten Securities which each severally
         has agreed to purchase, the names of the Underwriters acting as
         co-managers in connection with the offering, the price at which the
         Underwritten Securities are to be purchased by the Underwriters from
         the Operating Partnership, the initial public offering price, if any,
         the selling concession and reallowance, if any, and such other
         information as you and the Operating Partnership deem appropriate in
         connection with the offering of the Underwritten Securities; and the
         Operating Partnership will promptly transmit copies of the Prospectus
         Supplement to the Commission for filing pursuant to Rule 424(b) of the
         1933 Act Regulations within the time period required by such Rule and
         will furnish to the Underwriters named therein as many copies of the
         Prospectus and such Prospectus Supplement as you shall reasonably
         request. If, at the time that the Registration Statement becomes
         effective, any information shall have been omitted therefrom in
         reliance upon Rule 430A of the 1933 Act Regulations, then immediately
         following execution of the applicable Terms Agreement, the Operating
         Partnership will prepare, and file or transmit for filing with the
         Commission in accordance with such Rule 430A and Rule 424(b) of the
         1933 Act Regulations, copies of an amended Prospectus or, if required
         by such Rule 430A, a post-effective amendment to the Registration
         Statement (including an amended Prospectus), including all information
         so omitted.

                  (b) The Operating Partnership will notify you immediately, and
         confirm such notice in writing, of (i) the effectiveness of any
         amendment to the Registration Statement, (ii) the transmittal to the
         Commission for filing of any Prospectus Supplement or other supplement
         or amendment to the Prospectus or any document to be filed pursuant to
         the 1934 Act, (iii) the receipt of any comments from the Commission,
         (iv) any request by the Commission for any amendment to the
         Registration Statement or any amendment or supplement to the Prospectus
         or for additional information, and (v) the issuance by the Commission
         of any stop order suspending the effectiveness of the Registration
         Statement or of any order preventing or suspending the use of any
         preliminary prospectus, or of the suspension of the qualification of
         the Underwritten Securities or offering or sale in any jurisdiction, or
         of any proceedings for any of such purposes; and the Operating
         Partnership will make every


                                     - 20 -
   21

         reasonable effort to prevent the issuance of any such stop order and,
         if any stop order is issued, to obtain the lifting thereof at the
         earliest possible moment.

                  (c) At any time when the Prospectus is required to be
         delivered under the 1933 Act or the 1934 Act in connection with sales
         of the Underwritten Securities, the Operating Partnership will give you
         notice of its intention to file or prepare any amendment to the
         Registration Statement (including any filing under Rule 462(b) of the
         1933 Act Regulations), any Term Sheet or any amendment, supplement or
         revision to either the prospectus included in the Registration
         Statement at the time it became effective or to the Prospectus, whether
         pursuant to the 1933 Act, the 1934 Act or otherwise, and will furnish
         you with copies of any such documents a reasonable amount of time prior
         to such proposed filing or use, as the case may be, and will not file
         or use any such document to which you or counsel for the Underwriters
         shall object.

                  (d) The Operating Partnership has furnished or will deliver to
         you and counsel for the Underwriters, without charge, as many conformed
         copies of the Registration Statement as originally filed and of each
         amendment thereto (including exhibits filed therewith or incorporated
         by reference therein and documents incorporated or deemed to be
         incorporated by reference therein) and conformed copies of all consents
         and certificates of experts as you may reasonably request. The copies
         of the Registration Statement and each amendment thereto furnished to
         the Underwriters will be identical to the electronically transmitted
         copies thereof filed with the Commission pursuant to EDGAR, except to
         the extent permitted by Regulation S-T.

                  (e) The Operating Partnership will deliver to each
         Underwriter, without charge, as many copies of each preliminary
         prospectus as such Underwriter may reasonably request, and the
         Operating Partnership hereby consents to the use of such copies for
         purposes permitted by the 1933 Act. The Operating Partnership will
         furnish to each Underwriter, without charge, during the period when the
         Prospectus is required to be delivered under the 1933 Act or the 1934
         Act, such number of copies of the Prospectus as such Underwriter may
         reasonably request. If applicable, the Prospectus and any amendments or
         supplements thereto furnished to the Underwriters will be identical to
         the electronically transmitted copies thereof filed with the Commission
         pursuant to EDGAR, except to the extent permitted by Regulation S-T.


                                     - 21 -

   22

                  (f) The Operating Partnership will comply with the 1933 Act
         Regulations and the 1934 Act and the 1934 Act Regulations so as to
         permit the completion of the distribution of the Underwritten
         Securities as contemplated in this Agreement and the applicable Terms
         Agreement and in the Registration Statement and the Prospectus. If at
         any time when the Prospectus is required by the 1933 Act or the 1934
         Act to be delivered in connection with sales of the Underwritten
         Securities, any event shall occur or condition shall exist as a result
         of which it is necessary, in the reasonable opinion of counsel for the
         Underwriters or for the Operating Partnership, to amend or supplement
         the Prospectus in order that the Prospectus will not include an untrue
         statement of a material fact or omit to state any material fact
         necessary in order to make the statements therein, in light of the
         circumstances existing at the time it is delivered to a purchaser not
         misleading, or if it shall be necessary, in the reasonable opinion of
         either of such counsel, at any such time to amend or supplement the
         Registration Statement or the Prospectus in order to comply with the
         requirements of the 1933 Act or the 1933 Act Regulations, then the
         Operating Partnership will promptly prepare and file with the
         Commission such amendment or supplement in form and substance
         reasonably satisfactory to counsel for the Underwriters, whether by
         filing documents pursuant to the 1933 Act, the 1934 Act or otherwise,
         as may be necessary to correct such statement or omission or to make
         the Registration Statement or the Prospectus comply with such
         requirements, and the Operating Partnership will furnish to the
         Underwriters, without charge, such number of copies of such amendment
         or supplement as the Underwriters may reasonably request.

                  (g) The Operating Partnership will use its reasonable best
         efforts, in cooperation with the Underwriters, to qualify the
         Underwritten Securities for offering and sale under the applicable
         securities laws and real estate syndication laws of such states and
         other jurisdictions (domestic or foreign) as you may designate and to
         maintain such qualifications in effect; provided, however, that the
         Operating Partnership shall not be obligated to file any general
         consent to service of process or to qualify as a foreign corporation in
         any jurisdiction in which it is not so qualified or to subject itself
         to taxation in respect to doing business in any jurisdiction in which
         it is not otherwise so subject. In each jurisdiction in which the
         Underwritten Securities have been so qualified, the Operating
         Partnership will file such statements and reports as may be required by
         the laws of such jurisdiction to continue such qualification in effect
         for so long as may be required for the distribution of the Underwritten
         Securities.


                                     - 22 -

   23

                  (h) With respect to each sale of Underwritten Securities, the
         Company and the Operating Partnership will make generally available to
         its security holders as soon as practicable, but not later than 90 days
         after the close of the period covered thereby, an earning statement (in
         form complying with the provisions of Rule 158 of the 1933 Act
         Regulations) covering a 12-month period beginning not later than the
         first day of the Operating Partnership's fiscal quarter next following
         the "effective date" (as defined in such Rule 158) of the Registration
         Statement.

                  (i) The Operating Partnership will use the net proceeds
         received by it from the sale of the Underwritten Securities in the
         manner specified in the Prospectus under "Use of Proceeds."

                  (j) The Operating Partnership will not, between the date of
         the applicable Terms Agreement and the termination of any trading
         restrictions or the applicable Closing Time, whichever is later, with
         respect to the Underwritten Securities covered thereby, without your
         prior written consent, offer or sell, grant any option for the sale of,
         or enter into any agreement to sell, any debt securities of the same
         class or series or ranking on a parity with such Underwritten
         Securities (other than the Underwritten Securities which are to be sold
         pursuant to such Terms Agreement).

                  (k) The Operating Partnership, during the period when the
         Prospectus is required to be delivered under the 1933 Act or the 1934
         Act, will file all documents required to be filed with the Commission
         pursuant to Section 13, 14 or 15 of the 1934 Act within the time
         periods required by the 1934 Act and the 1934 Act Regulations.

                  (l) In respect to each offering of Debt Securities, the
         Company will qualify an Indenture under the 1939 Act.

                  (m) The Operating Partnership will take all reasonable action
         necessary to enable Standard & Poor's Corporation ("S&P"), Moody's
         Investors Service, Inc. ("Moody's") or any other nationally recognized
         statistical rating organization to provide their respective credit
         ratings of any Underwritten Securities, if applicable.

         SECTION 4. Payment of Expenses. The Operating Partnership will pay all
expenses incident to the performance of its obligations under this Agreement or
the applicable Terms Agreement, including (i) the preparation, printing and
filing of the Registration Statement (including financial statements and
exhibits) as originally filed and of each amendment thereto, (ii) the
preparation and delivery to


                                     - 23 -

   24

the Underwriters of this Agreement, any Terms Agreement, any Agreement among
Underwriters, the Indentures, and such other documents as may be required in
connection with the offering, purchase, sale and delivery of the Underwritten
Securities to the Underwriters, (iii) the preparation, issuance and delivery of
the Underwritten Securities, (iv) the reasonable fees and disbursements of the
Operating Partnership's counsel, accountants and other advisors or agents
(including transfer agents and registrars), as well as the reasonable fees and
disbursements of the Trustees, and their respective counsel, (v) the
qualification of the Underwritten Securities under state securities laws and
real estate syndication laws in accordance with the provisions of Section 3(g)
hereof, including filing fees and the reasonable fees and disbursements of
counsel for the Underwriters in connection therewith and in connection with the
preparation, and delivery of the Blue Sky Memorandum and any amendment thereto,
(vi) the printing and delivery to the Underwriters of copies of each preliminary
prospectus, any Term Sheet, and the Prospectus and any amendments or supplements
thereto, (vii) any fees charged by nationally recognized statistical rating
organizations for the rating of the Underwritten Securities, (viii) the fees and
expenses incurred with respect to the listing of the Underwritten Securities on
any national exchange, (ix) the filing fees incident to, and the reasonable fees
and disbursements of counsel to the Underwriters in connection with, the review,
if any, by the National Association of Securities Dealers, Inc. (the "NASD") of
the terms of the sale of the Underwritten Securities and any related Underlying
Securities, (x) the fees and expenses of any Underwriter acting in the capacity
of a "qualified independent underwriter" (as defined in Section 2710(c)(8) of
the Conduct Rules of the NASD), if applicable, (xi) the fees and expenses of the
Trustee, including the reasonable fees and disbursements of counsel for the
Trustee, in connection with the Indenture and the Underwritten Securities, and
(xii) the preparation, issuance and delivery to the Depository Trust Company for
credit to the accounts of the respective Underwriters of any global note
registered in the name of Cede & Co., as nominee for the Depository Trust
Company.

         If the applicable Terms Agreement is terminated by you in accordance
with the provisions of Section 5 or Section 9(b)(i) hereof, the Operating
Partnership shall reimburse the Underwriters for all of their out-of-pocket
expenses, including the reasonable fees and disbursements of counsel for the
Underwriters.

         SECTION 5. Conditions of Underwriters' Obligations. The several
obligations of the Underwriters to purchase and pay for the Underwritten
Securities pursuant to the applicable Terms Agreement are subject to the
accuracy as of the date hereof and of Closing Time of the representations and
warranties of the Operating Partnership contained herein, to the accuracy of the
statements of officers of the Company, Post GP, the Operating Partnership or any
Subsidiary made in any certificate delivered pursuant to the provisions hereof,
to the performance by the Operating Partnership of all of its covenants and
other obligations hereunder, and to the following further conditions:


                                     - 24 -

   25

                  (a) (i) The Registration Statement, including any Rule 462(b)
         Registration Statement, shall have become effective under the 1933 Act
         and no stop order suspending the effectiveness of the Registration
         Statement shall have been issued under the 1933 Act or proceedings
         therefor initiated or threatened by the Commission, and any request on
         the part of the Commission for additional information shall have been
         complied with to the reasonable satisfaction of counsel to the
         Underwriters; (ii) a prospectus containing information relating to the
         description of the Underwritten Securities, the specific method of
         distribution and similar matters shall have been filed within the
         prescribed time period, and prior to the applicable Closing Time with
         the Commission in accordance with Rule 424(b) (or any required
         post-effective amendment providing such information shall have been
         filed and declared effective in accordance with the requirements of
         Rule 430A), or, if the Operating Partnership has elected to rely upon
         Rule 434 of the 1933 Act Regulations, a Term Sheet including the Rule
         434 information shall have been filed with the Commission in accordance
         with Rule 424(b)(7); (iii) the rating assigned by any nationally
         recognized statistical rating organization to Debt Securities of the
         Operating Partnership as of the date of the applicable Terms Agreement
         shall not have been lowered since such date nor shall any such rating
         organization have publicly announced that it has placed any Debt
         Securities of the Operating Partnership on what is commonly termed a
         "watch list" for possible downgrading; and (iv) there shall not have
         come to your attention any facts that would cause you to believe that
         the Prospectus, together with the applicable Prospectus Supplement, at
         the time it was required to be delivered to purchasers of the
         Underwritten Securities, included an untrue statement of a material
         fact or omitted to state a material fact necessary in order to make the
         statements therein, in light of the circumstances existing at such
         time, not misleading.

                  (b) At Closing Time, the Representatives shall have received
         the opinion, dated as of the applicable Closing Time, of King &
         Spalding, counsel for the Company, Post GP, the Operating Partnership
         and the Subsidiaries, in form and substance satisfactory to counsel for
         the Underwriters, together with signed or reproduced copies of such
         letter for each of the other Underwriters, to the effect that:

                           (i) The Operating Partnership has been duly formed
                  and is validly existing as a limited partnership under the
                  Georgia Act. The Operating Partnership has partnership power
                  and authority to own, lease and operate its properties and to
                  conduct the business in which it is engaged, and, to counsel's
                  knowledge, is duly qualified as a foreign partnership in the
                  jurisdictions set forth in an exhibit to the opinion. All of
                  the issued and outstanding interests in the Operating


                                     - 25 -

   26

                  Partnership have been duly authorized and validly issued and
                  fully paid.

                           (ii) Each of Post Services, Inc., Post Asset
                  Management, Inc., Post Landscape Services, Inc., RAM Partners,
                  Inc., any Significant Subsidiary within the meaning of Rule
                  1-02 of Regulation S-X (collectively, the "Significant
                  Subsidiaries"), the Company and Post GP has been duly formed
                  and is validly existing and in good standing under the laws of
                  the jurisdiction of its formation. Each of the Significant
                  Subsidiaries has the power and authority to own, lease and
                  operate its properties and to conduct the business in which it
                  is engaged, and, to counsel's knowledge, is duly qualified as
                  a foreign corporation or partnership and is in good standing
                  in the jurisdictions set forth in an exhibit to the opinion.
                  All of the issued and outstanding shares of capital stock, LLC
                  interests and partnership interests of each Significant
                  Subsidiary have been duly authorized and validly issued, are
                  fully paid and are owned, to such counsel's knowledge, free
                  and clear of any security interest, mortgage, pledge, lien,
                  encumbrance, claim or equity, other than as set forth in the
                  Registration Statement or Prospectus and the transfer
                  restrictions set forth in the Option and Transfer Agreement by
                  and among the Operating Partnership, Post Services, Inc., John
                  A. Williams and John T. Glover. The ownership of the shares of
                  capital stock of each Significant Subsidiary is as described
                  in the Registration Statement or Prospectus.

                           (iii) The Indenture has been duly qualified under the
                  1939 Act and has been duly authorized, executed and delivered
                  by the Operating Partnership and (assuming due authorization,
                  execution and delivery by the Trustee) constitutes the valid
                  and binding obligation of the Operating Partnership
                  enforceable against the Operating Partnership in accordance
                  with its terms, subject to (1) applicable bankruptcy,
                  insolvency, reorganization, moratorium, fraudulent transfer,
                  or similar laws affecting creditors' rights generally from
                  time to time in effect and (2) general principles of equity
                  (regardless of whether such enforceability is considered in a
                  proceeding at law or in equity). However, we express no
                  opinion as to the effect on enforceability of (A) requirements
                  that a claim with respect to any Underwritten Securities
                  payable other than in U.S. dollars (or a foreign or composite
                  currency judgment in respect of such claim) be converted into
                  U.S. dollars at a rate of exchange prevailing on a date
                  determined pursuant to applicable law or (B) federal or state
                  law limiting, delaying or prohibiting the making of payments
                  outside the United States.


                                     - 26 -

   27

                           (iv) The Underwritten Securities have been duly and
                  validly authorized by all necessary action and, when executed,
                  authenticated and delivered in accordance with the Indenture
                  and against payment therefor as specified in the applicable
                  Terms Agreement, will be entitled to the benefits of the
                  Indenture and will be valid and legally binding obligations of
                  the Operating Partnership enforceable against the Operating
                  Partnership in accordance with their terms, subject to (1)
                  applicable bankruptcy, insolvency, reorganization, moratorium,
                  fraudulent transfer, or similar laws affecting creditors'
                  rights generally from time to time in effect and (2) general
                  principles of equity (regardless of whether such
                  enforceability is considered in a proceeding at law or in
                  equity). However, we express no opinion as to the effect on
                  enforceability of (A) requirements that a claim with respect
                  to any Underwritten Securities payable other than in U.S.
                  dollars (or a foreign or composite currency judgment in
                  respect of such claim) be converted into U.S. dollars at a
                  rate of exchange prevailing on a date determined pursuant to
                  applicable law or (B) federal or state law limiting, delaying
                  or prohibiting the making of payments outside the United
                  States.

                           (v) Each of this Agreement and the applicable 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 hereunder and thereunder.

                           (vi) The execution and delivery of this Agreement and
                  the applicable Terms Agreement by the Operating Partnership,
                  and the performance by the Operating Partnership of its
                  obligations hereunder and thereunder and the consummation of
                  the transactions contemplated hereunder and thereunder, did
                  not, do not and will not conflict with or constitute a breach
                  or violation of, or default under: (A) to the knowledge of
                  counsel, any instrument or agreement filed or incorporated by
                  reference as an exhibit to the Registration Statement to which
                  the Operating Partnership is a party or by which it or any of
                  its respective properties or other assets or any Property may
                  be bound or subject; (B) the certificate of limited
                  partnership or partnership agreement of the Operating
                  Partnership; or (C) to the knowledge of counsel, any
                  applicable law, rule, order, administrative regulation or
                  administrative or court decree, except that no opinion is
                  expressed under this clause (C) as to this Agreement or the
                  Terms Agreement with respect to federal, state or foreign
                  securities laws.

                           (vii) The Registration Statement is effective under
                  the 1933 Act and, to counsel's knowledge based solely upon
                  telephonic


                                     - 27 -

   28

                  confirmation from the staff of the Commission, no stop order
                  suspending the effectiveness of the Registration Statement has
                  been issued under the 1933 Act and no proceedings for that
                  purpose have been initiated or threatened by the Commission.

                           (viii) The Underwritten Securities and the Indenture
                  conform in all material respects to the descriptions thereof
                  contained in the Prospectus.

                           (ix) No consent, approval, authorization or order of,
                  or qualification with, any governmental body or agency and no
                  consent, approval, or authorization of any person other than
                  the Operating Partnership is required for the performance by
                  the Operating Partnership of its obligations under this
                  Agreement, the applicable Terms Agreement, the Indenture or
                  the Underwritten Securities, except such as may be required
                  under the 1933 Act, the 1939 Act, and the securities, Blue Sky
                  or real estate syndication laws of various states or the rules
                  of the NASD in connection with the offer and sale of the
                  Underwritten Securities.

                           (x) To the knowledge of counsel, there is no action,
                  suit or proceeding before or by any court or governmental
                  agency or body, domestic or foreign, now pending or threatened
                  against or affecting the Company, the Operating Partnership,
                  any Significant Subsidiary or any material property of the
                  Company that is required to be disclosed in the Registration
                  Statement (other than as disclosed therein) or that, if
                  determined adversely to the Company, the Operating
                  Partnership, any Significant Subsidiary or any such property,
                  could reasonably be expected to materially and adversely
                  affect the consummation of the transactions contemplated by
                  this Agreement. To the knowledge of counsel, there are no
                  contracts or documents of the Operating Partnership or any
                  Significant Subsidiary which are required by the 1933 Act, or
                  by the 1933 Act Regulations, the 1934 Act, or the 1934 Act
                  Regulations to be filed as exhibits to the Registration
                  Statement, the Prospectus or the documents incorporated by
                  reference which have not been so filed as exhibits as
                  required.

                           (xi) None of the Company, the Operating Partnership
                  or any Subsidiary is required to be registered as an
                  investment company under the 1940 Act.

                           (xii) The information in the Prospectus and the
                  applicable Prospectus Supplement under the headings
                  "Description of Debt Securities," "Description of Notes" and
                  "Federal Income Tax Considerations" to the extent that it
                  constitutes matters of law or legal


                                     - 28 -

   29

                  conclusions has been reviewed by such counsel, is correct and
                  presents fairly the information required to be disclosed
                  therein.

                           (xiii) At the time the Registration Statement became
                  effective and at the Representation Date, the Registration
                  Statement and Prospectus (except for financial statements and
                  supporting schedules and other financial information and data
                  included or incorporated by reference therein or the Statement
                  of Eligibility, as to which such counsel need not express any
                  opinion), excluding the documents incorporated by reference
                  therein, complied as to form in all material respects with the
                  requirements of the 1933 Act, the 1939 Act and the 1933 Act
                  Regulations.

                           (xiv) Each document heretofore filed pursuant to the
                  1934 Act and incorporated or deemed to be incorporated by
                  reference in the Prospectus (except for financial statements
                  and supporting schedules and other financial information and
                  data included or incorporated by reference therein, as to
                  which such counsel need not express any opinion) complied as
                  to form in all material respects with the requirements of the
                  1934 Act and the applicable 1934 Act Regulations in effect at
                  the date of their respective filings.

                           (xv) The Company was organized and has operated in
                  conformity with the requirements for qualification and
                  taxation as a REIT each of its taxable years beginning with
                  the year ended December 31, 1993, and its current organization
                  and method of operation should enable it to continue to meet
                  the requirements for qualification and taxation as a REIT.

                           (xvi) The Operating Partnership and each Significant
                  Subsidiary that is a partnership ("Subsidiary Partnership")
                  are properly classified as partnerships, and not as
                  corporations or as associations taxable as corporations, for
                  Federal income tax purposes throughout the period from July
                  22, 1993 through the date hereof, or, in the case of any
                  Subsidiary Partnerships that have terminated, through the date
                  of termination of such Subsidiary Partnerships.


                  (c) At Closing Time, you shall have received the favorable
         opinion, dated as of the applicable Closing Time, of Hogan & Hartson
         L.L.P., counsel for the Underwriters, with respect to the matters set
         forth in (i) (first sentence only), (iii), (iv), (v), (vii), (viii),
         (xii) (solely with respect to information set forth in "Description of
         Debt Securities" and "Description of Notes"), and (xiii) of Section
         5(b) above.

                  (d) In rendering their opinions required by Sections 5(b) and
         (c), respectively, King & Spalding and Hogan & Hartson L.L.P. shall
         each additionally state (which shall not constitute an opinion) that no
         facts have


                                     - 29 -

   30

         come to the attention of such counsel which cause them to believe that
         the Registration Statement or any amendment thereto (except for
         financial statements and supporting schedules and other financial
         information and data included therein or omitted therefrom, or the
         Statement of Eligibility, as to which such counsel need not express any
         view), as of the time it became effective under the 1933 Act (and as of
         the time of filing of the Operating Partnership's Annual Report on Form
         10-K, if filed subsequent to the time of effectiveness) or at the date
         of the applicable Terms Agreement, contained an untrue statement of a
         material fact or omitted to state a material fact required to be stated
         therein or necessary to make the statements therein not misleading, or
         that the Prospectus or any amendment or supplement thereto (except as
         aforesaid) as of the date of the applicable Terms Agreement or at the
         applicable Closing Time, contained an untrue statement of a material
         fact or omitted to state a material fact required to be stated therein
         or necessary in order to make the statements therein, in light of the
         circumstances under which they were made, not misleading.

                  In giving their opinions required by Section 5(b) and 5(c),
         such counsel (A) may rely as to all matters of fact, upon certificates
         and written statements of officers and employees of and accountants for
         the Operating Partnership, Post GP and the Company and (B) may rely as
         to the qualification and good standing of each of the Operating
         Partnership or any of the Subsidiaries to do business in any state or
         jurisdiction, upon certificates of appropriate government officials or
         opinions of counsel in such jurisdictions, which opinions shall be in
         form and substance satisfactory to counsel for the Underwriters. In
         giving their belief required in this Section 5(d), such counsel may
         state that their belief is based upon their participation in the
         preparation of the Registration Statement and Prospectus and any
         amendments and supplements thereto and review and discussion of the
         contents thereof.

                  (e) At Closing Time, there shall not have been, since the date
         of the applicable Terms Agreement or since the respective dates as of
         which information is given in the Prospectus, any Material Adverse
         Effect, whether or not arising in the ordinary course of business, and
         you shall have received a certificate of the President or a Vice
         President of Post GP and the Operating Partnership, and the chief
         financial officer or chief accounting officer of Post GP and the
         Operating Partnership, dated as of the Closing Time, to the effect that
         (i) there has been no such Material Adverse Effect, (ii) the
         representations and warranties in Section 1 are true and correct with
         the same force and effect as though expressly made at and as of the
         Closing Time, (iii) the Operating Partnership has complied with all
         agreements and satisfied all conditions on its part to be performed or
         satisfied at or prior to the Closing Time, and (iv) no stop order
         suspending the effectiveness of the Registration Statement has been
         issued and no proceedings for that purpose


                                     - 30 -
   31

         have been instituted or are pending or, to the best of such officer's
         knowledge, are threatened by the Commission.

                  (f) At the time of the execution of the applicable Terms
         Agreement, you shall have received from PricewaterhouseCoopers LLP a
         letter dated such date, in form and substance satisfactory to you
         together with signed or reproduced copies of such letter for each of
         the other Underwriters, to the effect that: (i) they are independent
         accountants with respect to the Company, the Operating Partnership and
         their Subsidiaries within the meaning of the 1933 Act and the 1933 Act
         Regulations; (ii) it is their opinion that the consolidated financial
         statements and supporting schedules included or incorporated by
         reference in the Registration Statement and the Prospectus and covered
         by their opinions therein comply in form in all material respects with
         the applicable accounting requirements of the 1933 Act and the 1933 Act
         Regulations; (iii) based upon limited procedures set forth in detail in
         such letter (which shall include, without limitation, the procedures
         specified by the American Institute of Certified Public Accountants for
         a review of interim financial information as described in SAS No. 71,
         Interim Financial Information, with respect to the unaudited financial
         statements of the Company and the Operating Partnership included or
         incorporated by reference in the Registration Statement), nothing has
         come to their attention which causes them to believe that, (A) any
         material modifications should be made to the unaudited condensed
         financial statements included or incorporated by reference in the
         Registration Statement for them to be in conformity with GAAP or (B)
         the unaudited condensed financial statements included or incorporated
         by reference in the Registration Statement do not comply as to form in
         all material respects with the applicable accounting requirements of
         the 1934 Act as it applies to Form 10-Q and the related published rules
         and regulations or (C) at a specified date not more than five days
         prior to the date of the applicable Terms Agreement, there has been any
         change in the Common Stock of the Company or partnership interests in
         the Operating Partnership or in the consolidated long term debt of the
         Company and the Operating Partnership or any decrease in the net assets
         of the Company, as compared with the amounts shown in the most recent
         consolidated balance sheet included or incorporated by reference in the
         Registration Statement and the Prospectus or, during the period from
         the date of the most recent consolidated statement of operations
         included or incorporated by reference in the Registration Statement and
         the Prospectus to a specified date not more than five days prior to the
         date of the applicable Terms Agreement, there were any decreases, as
         compared with the corresponding period in the preceding year, in
         consolidated revenues, or decrease in net income or net income per
         share of common stock of the Company and the Operating Partnership, as
         applicable, except in all instances for changes, increases or decreases
         which the Registration Statement and the Prospectus disclose have
         occurred or may


                                     - 31 -

   32

         occur; and (iv) in addition to the audit referred to in their opinions
         and the limited procedures referred to in clause (iii) above, they have
         carried out certain specified procedures with respect to certain
         amounts, percentages and financial and statistical information which
         are included in the Registration Statement and the Prospectus and which
         are specified by you, and have found such amounts, percentages and
         financial and statistical information to be in agreement with relevant
         accounting, financial and other records of the Company and the
         Operating Partnership and their Subsidiaries identified in such letter.

                  (g) At Closing Time, you shall have received from
         PricewaterhouseCoopers LLP a letter, dated as of the applicable Closing
         Time, to the effect that they reaffirm the statements made in the
         letter furnished pursuant to subsection (f) of this Section 5, except
         that the specified date referred to shall be a date not more than three
         business days prior to the applicable Closing Time and if the Operating
         Partnership has elected to rely on Rule 430A of the 1933 Act
         Regulations, to the further effect that they have carried out the
         procedures specified in clause (iv) of subsection (f) of this section
         with respect to certain amounts, percentages and financial and
         statistical information specified by you and deemed to be part of the
         Registration Statement pursuant to Rule 430A(b) and have found such
         amounts, percentages and financial and statistical information to be in
         agreement with the records specified in such clause (iv).

                  (h) At Closing Time and at any relevant Date of Delivery, the
         Underwritten Securities shall be rated by any "nationally recognized
         statistical rating organization," as defined by the Commission for
         purposes of Rule 436(g)(2) of the 1933 Act Regulations, with the rating
         or ratings specified in the applicable Terms Agreement, and the
         Operating Partnership shall have delivered to you a letter, dated as of
         such date, from each such rating organization, or other evidence
         satisfactory to you, confirming that the Underwritten Securities have
         such ratings. Since the time of execution of such Terms Agreement,
         there shall not have occurred a downgrading in the rating assigned to
         the Underwritten Securities or any of the Company's or the Operating
         Partnership's other securities by any such rating organization, and no
         such rating organization shall have publicly announced that it has
         under surveillance or review, with possible negative implications, its
         rating of the Underwritten Securities or any of the Company's or the
         Operating Partnership's other securities.

                  (i) If the Registration Statement or an offering of
         Underwritten Securities has been filed with the NASD for review, the
         NASD shall not have raised any objection with respect to the fairness
         and reasonableness of the underwriting terms and arrangements.


                                     - 32 -

   33

                  (j) In the event that the Underwriters are granted an over-
         allotment option by the Operating Partnership in the applicable Terms
         Agreement and the Underwriters exercise their option to purchase all or
         any portion of the Option Underwritten Securities, the representations
         and warranties of the Operating Partnership contained herein and the
         statements in any certificates furnished by the Company or the
         Operating Partnership hereunder shall be true and correct as of each
         Date of Delivery, and, at the relevant Date of Delivery, you shall have
         received:

                           (1) A certificate, dated such Date of Delivery, of
                  the President or a Vice President of Post GP and the Operating
                  Partnership and the chief financial officer or chief
                  accounting officer of Post GP and the Operating Partnership,
                  confirming that the certificate delivered at the Closing Time
                  pursuant to Section 5(d) hereof remains true and correct as of
                  such Date of Delivery,

                           (2) The favorable opinion of King & Spalding, counsel
                  for the Company, in form and substance satisfactory to counsel
                  for the Underwriters, dated such Date of Delivery relating to
                  the Option Underwritten Securities and otherwise to the same
                  effect as the opinion required by Section 5(b) hereof
                  (including the statement of belief required by Section 5(d)
                  hereof).

                           (3) The favorable opinion of Hogan & Hartson LLP,
                  counsel for the Underwriters, dated such Date of Delivery,
                  relating to the Option Underwritten Securities and otherwise
                  to the same effect as the opinion required by Section 5(c)
                  hereof (including the statement of belief required by Section
                  5(d) hereof).

                           (4) A letter from PricewaterhouseCoopers LLP, in form
                  and substance satisfactory to you and dated such Date of
                  Delivery, substantially in the same form and substance as the
                  letter furnished to you pursuant to Section 5(f) here of,
                  except that the "specified date" on the letter furnished
                  pursuant to this paragraph shall be a date not more than three
                  business days prior to such Date of Delivery.

                  (k) At Closing Time and at each Date of Delivery, counsel for
         the Underwriters shall have been furnished with such documents and
         opinions as they may require for the purpose of enabling them to pass
         upon the issuance and sale of the Underwritten Securities as herein
         contemplated, or in order to evidence the accuracy of any of the
         representations or warranties, or the fulfillment of any of the
         conditions, herein contained; and all proceedings taken by the
         Operating Partnership in connection with the issuance and sale of the
         Underwritten Securities as herein contemplated


                                     - 33 -

   34

shall be satisfactory in form and substance to you and counsel for the
Underwriters.

         (l) If any condition specified in this Section 5 shall not have been
fulfilled when and as required to be fulfilled, the applicable Terms Agreement
(or, with respect to the Underwriters' exercise of any applicable over-allotment
option for the purchase of Option Underwritten Securities on a Date of Delivery
after the Closing Time, the obligations of the Underwriters to purchase the
Option Underwritten Securities on such Date of Delivery) may be terminated by
you by notice to the Operating Partnership at any time at or prior to the
Closing Time (or such Date of Delivery, as applicable), and such termination
shall be without liability of any party to any other party except as provided in
Section 4 and except that Sections 4, 6 and 7 shall survive any such termination
and remain in full force and effect.

         SECTION 6. Indemnification.

         (a) The Operating Partnership agrees to indemnify and hold harmless
each Underwriter and each person, if any, who controls any Underwriter within
the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and any
director, officer, employee or affiliate thereof, as follows:

                  (1) against any and all loss, liability, claim, damage and
         expense whatsoever, as incurred, arising out of any untrue statement or
         alleged untrue statement of a material fact contained in the
         Registration Statement (or any amendment thereto), including the Rule
         430A information and the Rule 434 information deemed to be a part
         thereof, if applicable, or the omission or alleged omission therefrom
         of a material fact required to be stated therein or necessary to make
         the statements therein not misleading or arising out of any untrue
         statement or alleged untrue statement of a material fact included in
         any preliminary prospectus or the Prospectus (or any amendment or
         supplement thereto), or the omission or alleged omission therefrom of a
         material fact necessary in order to make the statements therein, in the
         light of the circumstances under which they were made, not misleading;

                  (2) against any and all loss, liability, claim, damage and
         expense whatsoever, as incurred, to the extent of the aggregate amount
         paid in settlement of any litigation, or any investigation or
         proceeding by any governmental agency or body, commenced or threatened,
         or of any claim whatsoever based upon any such untrue statement or


                                     - 34 -

   35

         omission, or any such alleged untrue statement or omission; provided
         that (subject to Section 6(d) below) any such settlement is effected
         with the written consent of the Operating Partnership; and

                  (3) against any and all expense whatsoever, as incurred
         (including, without limitation, the fees and other charges of counsel
         chosen by the Underwriters), reasonably incurred in investigating,
         preparing or defending against any litigation, or any investigation or
         proceeding by any governmental agency or body, commenced or threatened,
         or any claim whatsoever based upon any such untrue statement or
         omission, or any such alleged untrue statement or omission, to the
         extent that any such expense is not paid under (1) or (2) above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Operating
Partnership by any Underwriter through you expressly for use in the Registration
Statement (or any amendment thereto), including the Rule 430A information and
the Rule 434 information deemed to be a part thereof, if applicable, or any
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto).

         (b) Each Underwriter severally agrees to indemnify and hold harmless
the Operating Partnership, its directors, officers, employees and affiliates and
each person, if any, who controls the Operating Partnership within the meaning
of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all
loss, liability, claim, damage and expense described in the indemnity contained
in subsection (a) of this Section, as incurred, but only with respect to untrue
statements or omissions, or alleged untrue statements or omissions, made in the
Registration Statement (or any amendment thereto), including the Rule 430A
information and the Rule 434 information deemed to be a part thereof, if
applicable, or any preliminary prospectus or the Prospectus (or any amendment or
supplement thereto) in reliance upon and in conformity with written information
furnished to the Operating Partnership by such Underwriter through you expressly
for use in the Registration Statement (or any amendment thereto) or such
preliminary prospectus or the Prospectus (or any amendment or supplement
thereto).

         (c) Each indemnified party shall give notice as promptly as reasonably
practicable to each indemnifying party of any action commenced against it in
respect of which indemnity may be sought hereunder, but failure to so notify an
indemnifying party shall not relieve such indemnifying party from any liability
hereunder to the extent it is not materially prejudiced as a result thereof and
in any event shall not relieve it from any liability which it may have otherwise
than on account of this indemnity agreement. In the case of parties indemnified
pursuant to


                                     - 35 -

   36

Section 6(a) above, counsel to the indemnified parties shall be selected by
Merrill Lynch, and, in the case of parties indemnified pursuant to Section 6(b)
above, counsel to the indemnified parties shall be selected by the Operating
Partnership. An indemnifying party may participate at its own expense in the
defense of any such action; provided, however, that counsel to the indemnifying
party shall not (except with the consent of the indemnified party) also be
counsel to the indemnified party. In no event shall the indemnifying parties be
liable for fees and expenses of more than one counsel (in addition to any local
counsel) separate from their own counsel for all indemnified parties in
connection with any one action or separate but similar or related actions in the
same jurisdiction arising out of the same general allegations or circumstances.
No indemnifying party shall, without the prior written consent of the
indemnified parties, settle or compromise or consent to the entry of any
judgment with respect to any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim
whatsoever in respect of which indemnification or contribution could be sought
under this Section 6 or Section 7 hereof (whether or not the indemnified parties
are actual or potential parties thereto), unless such settlement, compromise or
consent (i) includes an unconditional release of each indemnified party from all
liability arising out of such litigation, investigation, proceeding or claim and
(ii) does not include a statement as to or an admission of fault, culpability or
a failure to act by or on behalf of any indemnified party.

         (d) If at any time an indemnified party shall have requested an
indemnifying party to reimburse the indemnified party for fees and expenses of
counsel, such indemnifying party agrees that it shall be liable for any
settlement of the nature contemplated by Section 6(a)(ii) effected without its
written consent if (i) such settlement is entered into more than 45 days after
receipt by such indemnifying party of the aforesaid request, (ii) such
indemnifying party shall have received notice of the terms of such settlement at
least 30 days prior to such settlement being entered into and (iii) such
indemnifying party shall not have reimbursed such indemnified party in
accordance with such request prior to the date of such settlement.

         SECTION 7. Contribution. If the indemnification provided for in
Section 6 hereof is for any reason unavailable to or insufficient to hold
harmless an indemnified part in respect of any losses, liabilities, claims,
damages or expenses referred to therein, then each indemnifying party shall
contribute to the aggregate amount of such losses, liabilities claims, damages
and expenses incurred by such indemnified party, as incurred, (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Operating Partnership on the one hand, and the Underwriters, on the other hand,
from the offering of the Underwritten Securities pursuant to the applicable
Terms Agreement or (ii) if the allocation provided by clause (i) is not
permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of the Operating Partnership, on the one hand, and of the


                                     - 36 -
   37

Underwriters, on the other hand, in connection with the statements or omissions
which resulted in such losses, liabilities, claims, damages or expenses, as well
as any other relevant equitable considerations.

         The relative benefits received by the Operating Partnership, on the one
hand, and the Underwriters, on the other hand, in connection with the offering
of the Underwritten Securities pursuant to the applicable Terms Agreement shall
be deemed to be in the same respective proportions as the total net proceeds
from the offering of such Underwritten Securities (before deducting expenses)
received by the Operating Partnership, and the total underwriting discount
received by the Underwriters, in each case as set forth on the cover of the
Prospectus, or, if Rule 434 is used, the corresponding location on the Term
Sheet bear to the aggregate initial public offering price of such Underwritten
Securities as set forth on such cover.

         The relative fault of the Operating Partnership, on the one hand, and
the Underwriters, on the other hand, shall be determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to
information supplied by the Operating Partnership or by the Underwriters and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission.

         The Operating Partnership and the Underwriters agree that it would not
be just and equitable if contribution pursuant to this Section 7 were determined
by pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation which does not take account
of the equitable considerations referred to above in this Section 7. The
aggregate amount of losses, liabilities, claims, damages and expenses incurred
by an indemnified party and referred to above in this Section 7 shall be deemed
to include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.

         Notwithstanding the provisions of this Section 7, no Underwriter shall
be required to contribute any amount in excess of the amount by which the total
price at which the Underwritten Securities underwritten by it and distributed to
the public were offered to the public exceeds the amount of any damages which
such Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission.


                                     - 37 -

   38

         No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the 1933 Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.

         For purposes of this Section 7, each person, if any, who controls an
Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of
the 1934 Act shall have the same rights to contribution as such Underwriter, and
each person, if any, who controls the Operating Partnership within the meaning
of Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have the same
rights to contribution as the Operating Partnership. The Underwriters'
respective obligations to contribute pursuant to this Section 7 are several in
proportion to the aggregate principal amount of Initial Underwritten Securities
set forth opposite their respective names in applicable Terms Agreement, and not
joint.

         SECTION 8. Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this
Agreement or the applicable Terms Agreement or in certificates of officers of
Post GP or the Operating Partnership submitted pursuant hereto or thereto shall
remain operative and in full force and effect, regardless of any termination of
this Agreement or the applicable Terms Agreement or investigation made by or on
behalf of any Underwriter or controlling person, or by or on behalf of Post GP
and the Operating Partnership, and shall survive delivery of and payment for the
Underwritten Securities.

         SECTION 9. Termination of Agreement

         (a) This Agreement (excluding the applicable Terms Agreement) may be
terminated for any reason at any time by the Operating Partnership or by you
upon the giving of 30 days' prior written notice of such termination to the
other party hereto.

         (b) You may terminate the applicable Terms Agreement, by notice to the
Operating Partnership, at any time at or prior to the applicable Closing Time or
any relevant Date of Delivery, if (i) there has been, since the time of
execution of such Terms Agreement or since the respective dates as of which
information is given in the Prospectus, any material adverse change in the
condition, financial or otherwise, or in the earnings, business affairs, assets
or business prospects of the Company, the Operating Partnership and their
subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business, or (ii) there has occurred any material adverse
change in the financial markets in the United States or, if the Underwritten
Securities are denominated or payable in, or indexed to, one or more foreign or
composite currencies, in the international financial markets, or any outbreak of
hostilities or escalation thereof or other calamity or crisis or any change or
development involving a prospective change in national or international
political, financial or economic conditions, in each case the effect of


                                     - 38 -

   39

which is such as to make it, in your judgment, impracticable to market the
Underwritten Securities or to enforce contracts for the sale of the Underwritten
Securities, or (iii) trading in any securities of the Company has been suspended
or limited by the Commission or the New York Stock Exchange, Inc. or if trading
generally on the New York Stock Exchange, Inc. or the American Stock Exchange,
Inc. has been suspended or limited, or, minimum or maximum prices for trading
have been fixed, or maximum ranges for prices have been required, by either of
said exchanges or by order of the Commission, or any other governmental
authority, (iv) a banking moratorium has been declared by either Federal or New
York authorities or, if the Underwritten Securities are denominated or payable
in, or indexed to, one or more foreign or composite currencies, by the relevant
authorities in the related foreign country or countries or (v) if the rating
assigned by any nationally recognized statistical rating organization to any
Debt Securities of the Operating Partnership as of the date of the applicable
Terms Agreement shall have been lowered since such date or if any such rating
organization shall have publicly announced that it has placed any Preferred
Stock of the Company or Debt Securities of the Operating Partnership on what is
commonly termed a "watch list" for possible downgrading. As used in this
Section 9(b), the term "Prospectus" means the Prospectus in the form first used
to confirm sales of the Underwritten Securities.

         (c) If this Agreement or the applicable Terms Agreement is terminated
pursuant to this Section 9, such termination shall be without liability of any
party to any other party except as provided in Section 4 hereof, and provided
further that Sections 4, 6 and 7 shall survive such termination and remain in
full force and effect.

         SECTION 10. Default by One or More of the Underwriters. If one or more
of the Underwriters shall fail at the applicable Closing Time or the relevant
Date of Delivery, as the case may be, to purchase the Underwritten Securities
which it or they are obligated to purchase under the applicable Terms Agreement
(the "Defaulted Securities"), then you shall have the right, within 24 hours
thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all,
of the Defaulted Securities in such amounts as may be agreed upon and upon the
terms herein set forth; if, however, you shall not have completed such
arrangements within such 24-hour period, then:

         (a) if the aggregate principal amount of Defaulted Securities does not
exceed 10% of the aggregate principal amount of Underwritten Securities to be
purchased on such date pursuant to such Terms Agreement, the non-defaulting
Underwriters shall be obligated, severally and not jointly, to purchase the full
amount thereof in the proportions that their respective underwriting


                                     - 39 -

   40

         obligations under such Terms bear to the underwriting obligations of
         all non-defaulting Underwriters, or

                  (b) if the aggregate principal amount of Defaulted Securities
         exceeds 10% of the number or aggregate principal amount, as the case
         may be, of Underwritten Securities to be purchased on such date
         pursuant to such Terms Agreement, such Terms Agreement (or, with
         respect to the Underwriters' exercise of any applicable over-allotment
         option for the purchase of Option Underwritten Securities on a Date of
         Delivery after the Closing Time, the obligations of the Underwriters to
         purchase, and the Company to sell, such Option Underwritten Securities
         on such Date of Delivery) shall terminate without liability on the part
         of any non-defaulting Underwriter.

         No action taken pursuant to this Section 10 shall relieve any
defaulting Underwriter from liability in respect of its default.

         In the event of any such default which does not result in (i) a
termination of applicable Terms Agreement or (ii) in the case of a Date of
Delivery after the Closing Time, a termination of the obligations of the
Underwriters and the Company with respect to the related Option Underwritten
Securities, as the case may be, either you or the Operating Partnership shall
have the right to postpone the applicable Closing Time or the relevant Date of
Delivery, as the case may be, for a period not exceeding seven days in order to
effect any required changes in the Registration Statement or the Prospectus or
in any other documents or arrangements.

         SECTION 11. Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been duly given if mailed or
transmitted by any standard form of telecommunication. Notices to the
Underwriters shall be directed to Merrill Lynch at Merrill Lynch World
Headquarters, World Financial Center, North Tower - 10th Floor, New York, New
York 10281-1310, attention: Tjarta van S. Clagett, notices to the Company and
the Operating Partnership shall be directed to them at 4401 Northside Parkway,
Suite 800, Atlanta, Georgia 30327, attention: Jeffrey A. Harris, President.


         SECTION 12. Parties. This Agreement and the applicable Terms Agreement
shall each inure to the benefit of and be binding upon the Operating
Partnership, you and, upon execution of such Terms Agreement, any other
Underwriters and their respective successors. Nothing expressed or mentioned in
this Agreement or such Terms Agreement is intended or shall be construed to give
any person, firm or corporation, other than the Underwriters and the Operating
Partnership and their respective successors and the controlling persons and
officers and directors referred to in Sections 6 and 7 and their heirs and legal


                                     - 40 -

   41

representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or such Terms Agreement or any provision herein or
therein contained. This Agreement and such Terms Agreement and all conditions
and provisions hereof and thereof are intended to be for the sole and exclusive
benefit of the parties hereto and thereto and their respective successors, and
said controlling persons and officers and directors and their heirs and legal
representatives, and for the benefit of no other person, firm or corporation. No
purchaser of Underwritten Securities from any Underwriter shall be deemed to be
a successor by reason merely of such purchase.

         SECTION 13. GOVERNING LAW AND TIME. THIS PURCHASE AGREEMENT AND ANY
APPLICABLE TERMS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.
ANY SUIT, ACTION OR PROCEEDING BROUGHT BY THE OPERATING PARTNERSHIP AGAINST ANY
AGENT IN CONNECTION WITH OR ARISING UNDER THIS AGREEMENT SHALL BE BROUGHT SOLELY
IN THE STATE OR FEDERAL COURT OF APPROPRIATE JURISDICTION LOCATED IN THE BOROUGH
OF MANHATTAN, THE CITY OF NEW YORK. SPECIFIED TIMES OF DAY REFER TO NEW YORK
CITY TIME.

         SECTION 14. Counterparts.

         This Agreement and the applicable Terms Agreement may be executed in
one or more counterparts, and if executed in more than one counterpart the
executed counterparts shall contribute a single instrument.

         SECTION 15. Effect of Headings. The Article and Section headings herein
are for convenience only and shall not affect the construction hereof.


                                     - 41 -
   42

         If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the Operating Partnership a counterpart
hereof, whereupon this Agreement, along with all counterparts, will become a
binding agreement between you and the Operating Partnership in accordance with
its terms.

                                    Very truly yours,

                                    POST APARTMENT HOMES, L.P.


                                      By: POST GP HOLDINGS, INC., its
                                          general partner



                                          By: /s/ R. Gregory Fox
                                              ----------------------------------
                                              Name: R. Gregory Fox
                                              Title: Executive Vice President
                                                     and Chief Financial Officer


CONFIRMED AND ACCEPTED,
  AS OF THE DATE FIRST ABOVE WRITTEN:

MERRILL LYNCH, PIERCE, FENNER & SMITH
            INCORPORATED



By: /s/ Tjarda Clagget
   ------------------------------------
         Authorized Signatory



                                     - 42 -
   43
                                                                       EXHIBIT A

                           POST APARTMENT HOMES, L.P.
                          a Georgia limited partnership

                                 Debt Securities

                                 TERMS AGREEMENT

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 [$________
aggregate principal amount of its [senior] [subordinated] debt securities (the
"Debt Securities")] [such securities also being hereinafter referred to as the
"Initial Underwritten Securities"). Subject to the terms and conditions set
forth or incorporated by reference herein, we [the underwriters named below (the
"Underwriters")] offer to purchase, severally and not jointly, the principal
amount of Underwritten Securities opposite their names set forth below at the
purchase price set forth below, and a proportionate share of Option Underwritten
Securities set forth below, to the extent any are purchased].

                                              Principal Amount
Underwriter                                   of Initial Underwritten Securities

Total                                         [$]


                                      A-1
   44

                                [Debt Securities]

Title:
Rank:
Ratings:
Aggregate principal amount:
Denominations:
Currency of payment:
Interest rate or formula:
Interest payment dates:
Regular record dates:
Stated maturity date:
Redemption provisions:
Sinking fund requirements:
Conversion provisions:
Listing requirements:
Black-out provisions:
Fixed or Variable Price Offering: [Fixed] [Variable] Price Offering
         If Fixed Price Offering, initial public offering price per share:
         ____% of the principal amount, plus accrued interest [amortized
         original issue discount], if any, from __________.
Purchase price per share: _____% of principal amount, plus accrued interest
         [amortized original issue discount], if any, from __________ (payable
         in next day funds).
Form:
Other terms and conditions:
Closing date and location:

         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.


                                      A-2

   45

         Please accept this offer no later than _____ o'clock P.M. (New York
City time) on ____________ 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:
                                                --------------------------------
                                                      Authorized Signatory

                                            [Acting on behalf of itself and the
                                                other named Underwriters.]


Accepted:

POST APARTMENT HOMES, L.P.

By:   POST GP HOLDINGS, INC., its
      general partner



      By:
         ----------------------------
         Name:
         Title:


                                      A-3

EX-1.(B)

   1

                           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
                                                                     ----------------
                                                                  
Merrill Lynch, Pierce, Fenner & Smith
                  Incorporated ..................................      $ 25,000,000
Legg Mason Wood Walker, Incorporated ............................        25,000,000
                                                                       ------------

                  Total .........................................      $ 50,000,000
                                                                       ============



   2

         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.


   3

         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
                                       ------------------------------------
                                               Authorized Signatory


                                   LEGG MASON WOOD WALKER, INCORPORATED



                                   By:  /s/  David J. O'Malley
                                       -------------------------------------
                                              Authorized Signatory


Accepted:

POST APARTMENT HOMES, L.P.

By:    POST GP HOLDINGS, INC., its
       general partner



       By: /s/ R. Gregory Fox
          -----------------------------------
          Name: R. Gregory Fox
          Title: Executive Vice President and
                 Chief Financial Officer

EX-4.(A)

   1

                                      NOTE

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY ("DTC") (55 WATER STREET, NEW YORK, NEW YORK), TO THE
ISSUER HEREOF OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE AS THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF
DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH
SUCCESSOR.


REGISTERED NO.:                                        PRINCIPAL AMOUNT
                                                          $50,000,000
CUSIP NO.: 737415AE9


                           POST APARTMENT HOMES, L.P.
                               6.71% NOTE DUE 2006

         POST APARTMENT HOMES, L.P., a Georgia limited partnership (the
"Issuer," which term includes any successor under the Indenture hereinafter
referred to), for value received, hereby promises to pay to Cede & Co. or its
registered assigns (the "Holder"), upon presentation, the principal sum of FIFTY
MILLION DOLLARS ($50,000,000) on March 13, 2006 (the "Maturity Date"), and to
pay interest on the outstanding principal amount thereon from March 12, 2001, or
from the most recent interest payment date to which interest has been paid or
duly provided for, semi-annually in arrears on March 13 and September 13 of each
year (each an "Interest Payment Date"), commencing September 13, 2001, and at
the Stated Maturity, at the rate of 6.71% per annum, computed on the basis of a
360-day year comprised of twelve 30-day months, until the entire principal
amount hereof is paid or duly provided for. The interest so payable, and
punctually paid or duly provided for on any Interest Payment Date will, as
provided in the Indenture (hereinafter defined), be paid to the person in whose
name this Note (the "Note") (or one or more predecessor Notes) is registered at
the close of business on February 27 of each year (regardless of whether such
day is a Business day) for the March 13 Interest Payment Date and August 30 of
each year (regardless of whether such day is a Business Day) for the September
13 Interest Payment Date (each a "Regular Record Date"). Any such


   2

interest not so punctually paid or duly provided for shall forthwith cease to be
payable to the Holder on such Regular Record Date, and may either be paid to the
Person in whose name this Note (or one or more predecessor Notes) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Notes not more than 15 days and not less than 10 days prior to such
Special Record Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the Notes
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in the Indenture. Payments of the principal and interest on,
this Note will be made at the office or agency of the Trustee (hereinafter
defined) maintained for that purpose at c/o Harris Trust Bank of New York, Wall
Street Plaza, 88 Pine Street, 19th Floor, New York, New York 10005, or elsewhere
as provided in the Indenture, in United States Dollars; provided, however, that
at the option of the Issuer payment of interest may be made by (i) check mailed
to the address of the Person entitled thereto as such address shall appear in
the Security Register kept for the Notes pursuant to Section 305 of the
Indenture (the "Note Register") or (ii) transfer to an account of the Person
entitled thereto located inside the United States. Payments of principal and
interest in respect of this Note will be made by wire transfer of immediately
available funds, in such coin or currency as at the time of payment is legal
tender for the payment of public and private debts, so long as this Note is in
global form as described in Section 203 of the Indenture. If this Note is not in
global form, all such payments will be made by wire transfer of immediately
available funds if the Holder hereof at the applicable record date shall have
provided wire transfer instructions to the Trustee, received by the Trustee no
later than 15 days prior to the applicable payment date, and otherwise payment
shall be made in accordance with Section 307 of the Indenture. Such wire
transfer instructions shall remain in effect until revoked in a writing received
by the Trustee from the Holder hereof.

         This Note is one of a fully authorized issue of securities of the
Issuer issued under an Indenture, dated as of September 15, 2000 (the
"Indenture"), as supplemented by the First Supplemental Indenture among the
Issuer and Sun Trust Bank, (the "Trustee," which term includes any successor
trustee under the Indenture with respect to the Notes), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Issuer, the Trustee and Holders of the Notes, and of the terms upon which
the Notes are, and are to be, authenticated and delivered. This Note is one of
the series designated as the "6.71% Notes due 2006," limited in the aggregate
principal amount to $50,000,000.

         The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness of the Issuer on this Note and (b) certain restrictive
covenants and the related defaults and Events of Default applicable to the
Issuer, in each case, upon compliance by the Issuer with certain conditions set
forth in the Indenture, which provisions apply to this Note.

         In addition to the covenants of the Issuer contained in the Indenture,
the Issuer makes the following covenants with respect to, and for the benefit of
the Holders of, the Notes:


                                       2
   3

                  Limitations On Incurrence of Debt. The Issuer will not, and
         will not permit a Subsidiary to, incur any Debt (as defined below),
         other than intercompany Debt (representing Debt to which the only
         parties are Post Properties, Inc., a Georgia corporation (the
         "Company"), the Issuer and any Subsidiaries, but only so long as such
         Debt is held solely by any of the Company, the Issuer and any
         Subsidiary), if, immediately after giving effect to the incurrence of
         such additional Debt, the aggregate principal amount of all outstanding
         Debt of the Issuer and its Subsidiaries on a consolidated basis
         determined in accordance with generally accepted accounting principles
         is greater than 60% of the sum of (i) Total Assets (as defined below)
         as of the end of the fiscal quarter covered in the Issuer's Annual
         Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may
         be, most recently filed with the Securities and Exchange Commission
         (or, if such filing is not permitted under the Securities Exchange Act
         of 1934, as amended, with the Trustee) prior to the incurrence of such
         additional Debt and (ii) the increase in Total Assets from the end of
         such quarter including, without limitation, any increase in Total
         Assets resulting from the incurrence of such additional Debt (such
         increase together with the Issuer's Total Assets is referred to as the
         "Adjusted Total Assets").

                  In addition to the foregoing limitation on the incurrence of
         Debt, the Issuer will not, and will not permit any Subsidiary to, incur
         any Secured Debt other than intercompany Debt if, immediately after
         giving effect to the incurrence of such additional Secured Debt, the
         aggregate principal amount of all outstanding Secured Debt of the
         Issuer and its Subsidiaries on a consolidated basis is greater than 40%
         of Adjusted Total Assets. Debt shall be deemed to be "incurred" by the
         Issuer and its Subsidiaries on a consolidated basis whenever the Issuer
         and its Subsidiaries on a consolidated basis shall create, assume,
         guarantee or otherwise become liable in respect thereof.

                  In addition to the foregoing limitations on the incurrence of
         Debt, the Issuer will not, and will not permit any Subsidiary to, incur
         any Debt, other than intercompany Debt, if the ratio of Consolidated
         Income Available for Debt Service to the Annual Debt Service Charge (in
         each case as defined below) for the period consisting of the four
         consecutive fiscal quarters most recently ended prior to the date on
         which such additional Debt is to be incurred shall have been less than
         1.5 to 1, on a pro forma basis after giving effect to the incurrence of
         such Debt and to the application of the proceeds therefrom, and
         calculated on the assumption that (i) the incurrence of such Debt and
         any other Debt by the Issuer or its Subsidiaries since the first day of
         such four-quarter period and the application of the proceeds therefrom,
         including to refinance other Debt, had occurred at the beginning of
         such period, (ii) the repayment or retirement of any other Debt by the
         Issuer or its Subsidiaries since the first day of such four-quarter
         period had been repaid or retired at the beginning of such period
         (except that, in making such computation, the amount of Debt under any
         revolving credit facility shall be computed based upon the average
         daily balance of such Debt during such period), and (iii) in the case
         of any increase or decrease in Total Assets, or any other acquisition
         or disposition by the Issuer or any Subsidiary of any asset or group of
         assets, since the first day of such four-quarter period, including,
         without limitation, by merger, stock purchase or sale, or asset
         purchase


                                       3

   4

         or sale, such increase, decrease or other acquisition or disposition or
         any related repayment of Debt had occurred as of the first day of such
         period with the appropriate adjustments to net income and Debt levels
         with respect to such increase, decrease or other acquisition or
         disposition being included in such pro forma calculation. For purposes
         of the adjustments referred to in clause (iii) of the preceding
         sentence, any income earned (or loss incurred) as a result of any such
         increase, decrease or other acquisition or disposition referred to in
         clause (iii) for a period less than such four-quarter period shall be
         annualized for such four-quarter period.

                  Maintenance of Total Unencumbered Assets. The Issuer is
         required to maintain Total Unencumbered Assets of not less than 150% of
         the aggregate outstanding principal amount of the outstanding Unsecured
         Debt of the Issuer.

                  As used herein:

                  "Annual Debt Service Charge" as of any date means the amount
         which is expensed in any 12-month period for interest on Debt of the
         Issuer and its Subsidiaries.

                  "Consolidated Income Available for Debt Service" for any
         period means Consolidated Net Income plus amounts which have been
         deducted in determining Consolidated Net Income during such period for
         (i) Consolidated Interest Expense, (ii) provision for taxes of the
         Issuer and its Subsidiaries based on income, (iii) amortization (other
         than amortization of debt discount) and depreciation, (iv) provisions
         for losses from sales or joint ventures, (v) increases in deferred
         taxes and other non-cash items, (vi) charges resulting from a change in
         accounting principles, and (vii) charges for early extinguishment of
         debt, and less amounts which have been added in determining
         Consolidated Net Income during such period for (a) provisions for gains
         from sales or joint ventures, and (b) decreases in deferred taxes and
         other non-cash items.

                  "Consolidated Interest Expense" means, for any period, and
         without duplication, all interest (including the interest component of
         rentals on capitalized leases, letter of credit fees, commitment fees
         and other like financial charges) and all amortization of debt discount
         on all Debt (including, without limitation, payment-in-kind, zero
         coupon and other like securities) of the Issuer and its Subsidiaries,
         but excluding legal fees, title insurance charges and other
         out-of-pocket fees and expenses incurred in connection with the
         issuance of Debt, all determined in accordance with generally accepted
         accounting principles.

                  "Consolidated Net Income" for any period means the amount of
         consolidated net income (or loss) of the Issuer and its Subsidiaries
         for such period determined on a consolidated basis in accordance with
         generally accepted accounting principles.

                  "Debt" of the Issuer or any Subsidiary means any indebtedness
         of the Issuer and its Subsidiaries, whether or not contingent, in
         respect of (i) borrowed money evidenced by bonds, notes, debentures or
         similar instruments, (ii) indebtedness secured by a


                                       4
   5

         mortgage, pledge, lien, charge, encumbrance or any security interest
         existing on property owned by the Issuer and its Subsidiaries, (iii)
         the reimbursement obligations, contingent or otherwise, in connection
         with any letters of credit actually issued or amounts representing the
         balance deferred and unpaid of the purchase price of any property
         except any such balance that constitutes an accrued expense or trade
         payable or (iv) any lease of property by the Issuer and its
         Subsidiaries as lessee which is reflected in the Issuer's consolidated
         balance sheet as a capitalized lease in accordance with generally
         accepted accounting principles, in the case of items of indebtedness
         under (i) through (iii) above to the extent that any such items (other
         than letters of credit) would appear as a liability on the Issuer's
         consolidated balance sheet in accordance with generally accepted
         accounting principles, and also includes, to the extent not otherwise
         included, any obligation by the Issuer or any Subsidiary to be liable
         for, or to pay, as obligor, guarantor or otherwise (other than for
         purposes of collection in the ordinary course of business),
         indebtedness of another person (other than the Issuer or any
         Subsidiary) (it being understood that Debt shall be deemed to be
         incurred by the Issuer and its Subsidiaries on a consolidated basis
         whenever the Issuer and its Subsidiaries on a consolidated basis shall
         create, assume, guarantee or otherwise become liable in respect
         thereof); provided, however, that the term Debt shall not include any
         such indebtedness that has been the subject of an "in substance"
         defeasance in accordance with generally accepted accounting principles.

                  "Secured Debt" means Debt secured by any mortgage, trust deed,
         deed of trust, deed to secure debt, security agreement, pledge,
         conditional sale or other title retention agreement, capitalized lease,
         or other like agreement granting or conveying security title to or a
         security interest in real property or other tangible assets.

                  "Senior Executive Group" shall mean, collectively, those
         individuals holding the offices of Chairman, Vice Chairman, President,
         Chief Executive Officer, Chief Operating Officer, or any Executive Vice
         President of the Company.

                  "Subsidiary" means (i) any corporation or other entity the
         majority of the shares of the non-voting capital stock or other
         equivalent ownership interests of which (except directors' qualifying
         shares) are at the time directly or indirectly owned by the Issuer or
         Post GP Holdings, Inc, a Georgia corporation and the Issuer's general
         partner ("Post GP Holdings") and the majority of the shares of the
         voting capital stock or other equivalent ownership interests of which
         (except directors' qualifying shares) are at the time directly or
         indirectly owned by the Issuer, Post GP Holdings, any other Subsidiary,
         and/or one or more individuals of the Senior Executive Group (or, in
         the event of death or disability of any of such individuals, his/her
         respective legal representative(s)), or such individuals' successors in
         office as an officer of Post GP Holdings or the Secretary of such
         Subsidiary, and (ii) any other entity (other than Post GP Holdings) the
         accounts of which are consolidated with the accounts of the Issuer.

                  "Total Assets" as of any date means the sum of (i)
         Undepreciated Real Estate Assets and (ii) all other assets of the
         Issuer and its Subsidiaries on a consolidated basis


                                       5

   6

         determined in accordance with generally accepted accounting principles
         (but excluding intangibles and accounts receivable).

                  "Total Unencumbered Assets" means the sum of (i) those
         Undepreciated Real Estate Assets not securing any portion of Secured
         Debt, and (ii) all other assets of the Issuer and its Subsidiaries not
         securing any portion of Secured Debt determined in accordance with
         generally accepted accounting principles (but excluding accounts
         receivable and intangibles).

                  "Undepreciated Real Estate Assets" as of any date means the
         cost (original cost plus capital improvements) of real estate assets of
         the Issuer and its Subsidiaries on such date, before depreciation and
         amortization, determined on a consolidated basis in accordance with
         generally accepted accounting principles.

                  "Unsecured Debt" means Debt of the Issuer or any Subsidiary
         that is not Secured Debt.

         If an Event of Default as defined in the Indenture with respect to the
Notes shall occur and be continuing, the principal of, and premium, if any, on,
the Notes may be declared, and upon such declaration shall become, due and
payable in the manner and with the effect provided in the Indenture.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Note shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Notes, the Holders of not less than 25% in principal amount of the Notes at the
time Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee and
offered the Trustee reasonable indemnity and the Trustee shall not have received
from the Holders of a majority in principal amount of the Notes at the time
Outstanding a direction inconsistent with such request, and shall have failed to
institute any such proceeding, for 60 days after receipt of such notice, request
and offer of indemnity. The foregoing shall not apply to any suit instituted by
the Holder of this Note for the enforcement of any payment of principal hereof
or any interest on or after the respective due dates expressed herein.

         Neither the Company, Post GP Holdings nor any other partner of the
Issuer shall have any obligation or liability for payment of the Notes, and
holders of the Notes will have no claims or other recourse against the Company,
Post GP Holdings or any other partner of the Issuer, or against any assets of
the Company, Post GP Holdings or any other partner of the Issuer, in respect of
the Notes; and the holders of the Notes shall not have any right to enforce any
obligation of a partner to make a contribution to the Issuer under any provision
of the Agreement of Limited Partnership. Neither the Company, Post GP Holdings
nor any other partner of the Issuer nor any of their respective assets shall be
subject to any lien, levy, execution or any other enforcement procedure relating
directly or indirectly to the Notes or any obligations hereunder;


                                       6
   7

provided, however, that in the event of a dissolution of the Issuer, any assets
of the Issuer that are received by the Company or Post GP Holdings in such
dissolution shall be subject to the claims of the holders of the Notes for the
enforcement of payment thereof. The Issuer covenants that Post GP Holdings shall
not acquire any assets other than interests in the Issuer and other than such
bank accounts or similar instruments or accounts as necessary to carry out its
responsibilities under the Agreement of Limited Partnership of the Issuer
without the prior written consent of a majority in principal amount of all of
the outstanding Notes. A breach of the foregoing covenant by the Issuer, and
continuance of such breach for a period of 60 days after there has been given,
by registered or certified mail, to the Issuer by the Trustee or to the Issuer
and the Trustee by the holders of at least 25% in principal amount of the
outstanding Notes a written notice as set forth in the Indenture, shall be an
event of default under the Indenture.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer and the Trustee with the consent of the Holders of not less
than a majority in principal amount of the Outstanding Notes. The Indenture also
contains provisions permitting the Holders of not less than a majority in
principal amount of the Notes at the time Outstanding, on behalf of the Holders
of all Notes, to waive compliance by the Issuer with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not notation of such consent or waiver is made upon this
Note.

         No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of, premium, if any, and
interest on, this Note at the times, place and rate, and in the coin or
currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Note Register, upon
surrender of this Note for registration of transfer at the office or agency of
the Issuer in any Place of Payment where the principal of, premium, if any, and
interest on, this Note are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Issuer and the
Security Registrar for the Notes duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereon one or more Notes of this
series, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.

         The Notes are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof. As provided in the
Indenture and subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes of this series of a
different authorized denomination, as requested by the Holder surrendering the
same.


                                       7

   8

         No service charge shall be made for any registration of transfer or
exchange, but the Issuer may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

         Prior to due presentment of this Note for registration of transfer, the
Issuer, the Trustee and any authorized agent of the Issuer or the Trustee may
treat the Person in whose name this Note is registered as the owner hereof for
all purposes, whether or note this Note be overdue, and neither the Issuer, the
Trustee nor any such agent shall be affected by notice to the contrary.

         All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

         THE INDENTURE AND THE NOTES INCLUDING THIS NOTE, SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL
PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE, EXCEPT AS
MAY OTHERWISE BE REQUIRED BY MANDATORY PROVISIONS OF LAW.

         Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Issuer has caused "CUSIP" numbers to be
printed on the Notes as a convenience to the Holders of the Notes. No
representation is made as to the correctness or accuracy of such CUSIP numbers
as printed on the Notes, and reliance may be placed only on the other
identification numbers printed hereon.

         Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee by manual signature, this Note shall not be entitled to
any benefit under the Indenture or be valid or obligatory for any purposes.


                                       8

   9

         IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed under this corporate seal this 12th day of March, 2001.


                                    POST APARTMENT HOMES, L.P.

                                    By:  Post GP Holdings, Inc.
                                          as General Partner


                                         By:
                                            ------------------------------------
                                            R. Gregory Fox
                                            Executive Vice President and
                                            Chief Financial Officer


Attest:



- --------------------------------------
Sherry W. Cohen
Executive Vice President and Secretary


[SEAL]


                                       9
   10

TRUSTEE'S CERTIFICATE OF AUTHENTICATION:

         This is one of the Securities of the series designated therein referred
to in the within-mentioned Indenture.



SUNTRUST BANK, as Trustee



By:
   --------------------------------
   Authorized Officer



By:
   --------------------------------
   Authorized Officer


                                       10
   11

                                 ASSIGNMENT FORM

                   FOR VALUE RECEIVED, the undersigned hereby
                         sells, assigns and transfers to


PLEASE INSERT SOCIAL
SECURITY OR OTHER IDENTIFYING
NUMBERS OF ASSIGNS



- --------------------------------------------------------------------------------



- --------------------------------------------------------------------------------
(Please Print or Typewrite Name and Address Including Zip Code of Assignee



- --------------------------------------------------------------------------------
the within Note of Post Apartment Homes, L.P. and
                                                  ------------------------------
hereby does irrevocably constitute and appoint


- --------------------------------------------------------------------------------
Attorney to transfer said Note on the books of the within-named Trust with Full
power of substitution in the premises.



Dated:
      ---------------                        -----------------------------------

                                             -----------------------------------

NOTICE: The signature to this assignment must correspond with the name as it
appears on the first page of the within Note in every particular, without
alteration or enlargement or any change whatever.


                                       11

EX-5.(A)

   1

                                                                    EXHIBIT 5(a)


                                 March 7, 2001


Post Apartment Homes, L.P.
4401 Northside Parkway
Suite 800
Atlanta, Georgia 30327

         Re:      Post Apartment Homes, L.P. -- 6.71% Notes due 2006

Ladies and Gentlemen:

         We have acted as counsel for Post Apartment Homes, L.P., a Georgia
limited partnership (the "Operating Partnership,") in connection with the
registration under the Securities Act of 1933, as amended, of $50,000,000
aggregate principal amount of 6.71% Notes due 2006 (the "Notes") pursuant to a
Prospectus Supplement dated March 7, 2001 (the "Notes Prospectus
Supplement").

         In connection with this opinion, we have examined and relied upon such
records, documents, certificates and other instruments as in our judgment are
necessary or appropriate to form the basis for the opinions hereinafter set
forth. In all such examinations, we have assumed the genuineness of signatures
on original documents and the conformity to such original documents of all
copies submitted to us as certified, conformed or photographic copies, and as to
certificates of public officials, we have assumed the same to have been properly
given and to be accurate. As to matters of fact material to this opinion, we
have relied upon statements and representations of representatives of the
Operating Partnership and of public officials.

         We have assumed that the execution and delivery of, and the performance
of all obligations under, an Indenture dated as of September 15, 2000 as
supplemented by the First Supplemental Indenture dated December 1, 2000,
(collectively, the "Indenture") between the Operating Partnership and SunTrust
Bank, as the trustee (the "Trustee") was duly authorized by all requisite action
by the Trustee, and that the Indenture was duly executed and delivered by, and
is a valid and binding agreement of, the Trustee, enforceable against the
Trustee in accordance with its terms.

         This opinion is limited in all respects to the federal laws of the
United States of America and the laws of the States of Georgia and New York, and
no opinion is expressed with respect to the laws of any other jurisdiction or
any effect which such laws may have on the opinions expressed herein. This
opinion is limited to the matters stated herein, and no opinion is implied or
may be inferred beyond the matters expressly stated herein.

   2

Post Apartment Homes, L.P.
March 7, 2001
Page 2

         Based upon the foregoing, and the other limitations and qualifications
set forth herein, we are of the opinion that:

         (i)      The Operating Partnership is a validly existing limited
partnership under the laws of the State of Georgia;

         (ii)     Upon the issuance and sale thereof as described in the Notes
Prospectus Supplement and, when executed by the Operating Partnership and duly
authenticated by the Trustee in accordance with the terms of the Indenture, the
Notes will (x) be valid and binding obligations of the Operating Partnership,
enforceable against the Operating Partnership in accordance with their terms and
(y) be entitled to the benefits of the Indenture.

         The opinions set forth above are subject, as to enforcement, to (i)
bankruptcy, insolvency, reorganization, moratorium and other similar laws
relating to or affecting the enforcement of creditors' rights generally, and
(ii) general equitable principles (regardless of whether enforcement is
considered in a proceeding in equity or law).

         This opinion is given as of the date hereof, and we assume no
obligation to advise you after the date hereof of facts or circumstances that
come to our attention or changes in law that occur which could affect the
opinions contained herein. This letter is being rendered solely for the benefit
of the Operating Partnership in connection with the matters addressed herein.
This opinion may not be furnished to or relied upon by any person or entity for
any purpose without our prior written consent.

         We hereby consent to the filing of this opinion as an Exhibit to the
current report on Form 8-K and to the reference to us under the caption
"Validity of the Notes" in the Prospectus Supplement dated March 7, 2001.

                                Very truly yours,



                                KING & SPALDING