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