8-K

UNITED STATES

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 9, 2010

Post Properties, Inc.

Post Apartment Homes, L.P.

(Exact name of registrant as specified in its charter)

Georgia Georgia	1-12080 0-28226	58-1550675 58-2053632
(State or other jurisdiction of incorporation)	(Commission File Number)	(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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On March 9, 2010, Post Apartment Homes, L.P. (the “Operating Partnership”) executed a Third Amendment (“Third Amendment”) to its Amended and Restated Credit Agreement (the “Credit Agreement”) by and among the Operating Partnership, Wachovia Bank, National Association, as Administrative Agent, J.P. Morgan Securities Inc. and Wachovia Capital Markets, LLC, as Joint Lead Arrangers and Joint Bookrunners, JPMorgan Chase Bank, N.A., as Syndication Agent, and Wells Fargo Bank, National Association, SunTrust Bank and Sumitomo Mitsui Banking Corporation, as Co-Documentation Agents, and the financial institutions that are parties thereto and their assignees.

The Third Amendment amends the Credit Agreement to exclude from certain default and other provisions of the Credit Agreement certain defaults or other effects on such provisions relating to certain designated affiliates of the Operating Partnership. The Third Amendment also reduces the amount available under the Credit Agreement by $200 million to $400 million (the “Reduction”). In connection with such amendment, the Operating Partnership paid a fee of $165,000, equal to 0.05% of the amount of the commitments under the Credit Agreement to those financial institutions that approved the amendment (after giving effect to the Reduction).

In addition, the Operating Partnership exercised its extension option in accordance with the terms of the Credit Agreement for an additional one-year period to April 27, 2011 (the “Extension”). The Operating Partnership paid a fee of $600,000 for the extension, which is equal to 0.15% of the amount of the commitments under the Credit Agreement (after giving effect to the Reduction)

The Credit Agreement has a current stated interest rate of the London Interbank Offered Rate (LIBOR) plus 0.80% and requires the payment of facility fees currently equal to 0.175% per annum of the aggregate loan commitments. The Credit Agreement provides for the interest rate and facility fee rate to be adjusted up or down based on changes in the credit ratings of the Operating Partnership’s senior unsecured debt. There are five stated pricing levels for (1) the spread over LIBOR for syndicated borrowings ranging from 0.45% to 1.25% per annum and (2) the facility fee ranging from 0.125% to 0.25% per annum.

The Credit Agreement contains representations, financial and other affirmative and negative covenants, events of defaults and remedies typical for this type of facility. The Operating Partnership’s ability to borrow under the Credit Agreement is subject to its compliance with the financial and other covenants and conditions, on an ongoing basis, applicable to the Operating Partnership, Post Properties, Inc. (“PPI”) and their respective subsidiaries. The principal financial covenants under the Credit Agreement are as follows: (1) the ratio of total debt to the gross asset value of certain assets may not exceed 0.6 to 1.0 (except that this limit may be increased to 0.65 to 1.0 for two consecutive fiscal quarters in any fiscal year in connection with an acquisition of a portfolio of properties); (2) the fixed charge coverage ratio for any period of four consecutive fiscal quarters may not be less than 1.5 to 1.0; (3) the ratio of total secured debt to the gross asset value of certain assets may not exceed 0.35 to 1.0; (4) tangible net worth may not be less than $950 million (plus 90% of the net proceeds of equity issuances after December 31, 2005); (5) the ratio of the gross asset value of certain assets of the Operating Partnership and all subsidiary guarantors to the gross asset value of certain assets of PPI and its subsidiaries (exclusive of assets that are owned by certain excluded subsidiaries or by other subsidiaries or unconsolidated affiliates that are prohibited from guaranteeing the debt of another person pursuant to any agreement evidencing secured debt) on a consolidated basis may not be less than 0.80 to 1.0; and (6) the ratio of the unencumbered asset value of certain assets of the Operating Partnership and its subsidiaries to total unsecured debt may not be less than 1.6 to 1.0 (except that this limit may be reduced to 1.54 to 1.0 for two consecutive fiscal quarters during the term of the Credit Agreement in connection with an acquisition of a portfolio of properties). The Credit Agreement also restricts the amount of capital that can be invested in specific categories of assets, such as unimproved land, properties under construction, condominium properties, non-multifamily properties, debt or equity securities, notes receivable and unconsolidated affiliates. The Credit Agreement also contains cross-default provisions with certain other material indebtedness.

The Third Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by reference in its entirety.

On March 9, 2010, the Operating Partnership also executed an amendment to its $30 million Revolving Loan Credit Agreement (the “Wachovia Revolving Line”) by and among the Operating Partnership and Wachovia Bank, National Association, to (i) extend the maturity date of the Wachovia Revolving Line to April 27, 2011, (ii) exclude from certain default and other provisions of the Wachovia Revolving Line certain defaults or other effects on such provisions relating to certain designated affiliates of the Operating Partnership and (iii) set the interest rate on the Wachovia Revolving Line to LIBOR (based on a 7 day interest period) plus 2.50% or the Base Rate (as defined in the Wachovia Revolving Line) plus 1.50%. The Wachovia Revolving Line carries other terms, including representations, covenants and defaults, substantially consistent with those of the Credit Agreement.

2

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The contents of Item 1.01 of this Current Report on Form 8-K are incorporated into this Item 2.03 by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit 10.1 Third Amendment, dated March 9, 2010, to Amended and Restated Credit Agreement, dated April 28, 2006.

3

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 10, 2010

POST PROPERTIES, INC.
By:	/S/    CHRISTOPHER J. PAPA
	Christopher J. Papa Executive Vice President and Chief Financial Officer

4

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 10, 2010

POST APARTMENT HOMES, L.P.
By:	POST GP HOLDINGS, INC., as General Partner
	By:	/S/    CHRISTOPHER J. PAPA
		Christopher J. Papa Executive Vice President and Chief Financial Officer

5

EX-10.1

Exhibit 10.1

THIRD AMENDMENT TO AMENDED AND

RESTATED CREDIT AGREEMENT

THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of March 9, 2010 by and among POST APARTMENT HOMES, L.P. (the “Borrower”), each of the Lenders party hereto, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent (the “Agent”).

WHEREAS, the Borrower, the Lenders, the Agent and certain other parties have entered into that certain Amended and Restated Credit Agreement dated as of April 28, 2006 (as amended and in effect immediately prior to the date hereof, the “Credit Agreement”) and the Borrower, the Lenders party hereto and the Agent desire to amend certain provisions of the Credit Agreement on the terms and conditions contained herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:

Section 1. Specific Amendments to Credit Agreement. The parties hereto agree that the Credit Agreement is amended as follows:

(a) The Credit Agreement is amended by restating clauses (k) and (l) in the definition of “Indebtedness” contained in Section 1.1 in their entirety as follows:

(k) all guarantees or other agreements of such Person to become liable on a recourse basis for the Indebtedness of another Person (provided that the amount of such Indebtedness under such guarantees or other agreements pursuant to this clause (k) shall be deemed to be equal to the stated or determinable amount owing under such guarantee or other agreement or, if not stated or determinable, the maximum reasonably anticipated amount of liability thereunder; and (l) all Indebtedness of another Person secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien (other than certain Permitted Liens) on property or assets owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness (provided that the amount of Indebtedness of such Person pursuant to this clause (l) shall be deemed to be the lesser of (I) the fair market value of such property or assets, and (II) the total Indebtedness of such other Person secured thereby);

(b) The Credit Agreement is amended by adding the following proviso at the end of the definition of “Subsidiaries” contained in Section 1.1:

; provided, however, that in no event shall any Designated Affiliate be deemed to be a Subsidiary for purposes of clause (a) of the definition of “Material Adverse Effect” or Sections 6.1.(k), 6.1.(n), 6.1.(r), 7.1. (but only with respect to the

requirement to maintain the existence, right, franchises, license and privileges), 9.6., 9.7., 9.10., 10.1.(f), 10.1.(g), 10.1.(i) and 10.1.(j).

(c) The Credit Agreement is amended by inserting the following new definitions of “Designated Affiliates”, “Specified Obligations” and “Third Amendment Effective Date” in the correct alphabetical order in Section 1.1 thereof:

“Designated Affiliates” means, collectively, 3630 Peachtree Road Holdings Limited Partnership, a Georgia limited partnership, 3630 South Tower Residential, LLC, a Georgia limited liability company, and 3630 North Tower Residential, LLC, a Georgia limited liability company, and any Subsidiaries of any of the foregoing, together with their respective successors and assigns.

“Specified Obligations” means, collectively, all Indebtedness and related payment obligations in respect of such Indebtedness of any of the Designated Affiliates pursuant to or otherwise owing in respect of the Construction Loan Agreement dated as of July 3, 2007, among the Designated Affiliates, Bank of America, N.A., as administrative agent, and the banks and other lenders from time to time parties thereto (as the same has been, and may hereafter be, amended, supplemented, extended, restated, otherwise modified, refinanced or replaced from time to time).

“Third Amendment Effective Date” means March 9, 2010.

(e) The Credit Agreement is amended by adding the following new subsection (y) to Section 6.1.:

(y) Designated Affiliates. As of the Third Amendment Effective Date, Schedule 6.1.(y) sets forth each member of the Consolidated Group holding any Equity Interests in a Designated Affiliate, the nature of such Equity Interests, and the percentage of ownership of such Designated Affiliate represented by such Equity Interests.

(f) The Credit Agreement is amended by restating clause (i) in Section 10.1.(e) in its entirety as follows:

(i) The Borrower, any Subsidiary or any other Loan Party shall fail to pay when due, within any applicable cure period, the principal of, or interest on, (A) any Indebtedness (other than the Loans and any Nonrecourse Indebtedness and Specified Obligations) having an aggregate outstanding amount of $10,000,000 or more (such Indebtedness described in this clause (A), “Material Recourse Indebtedness”) or (B) any Nonrecourse Indebtedness (other than any Specified Obligations) having an aggregate outstanding principal amount of $20,000,000 or more (such Nonrecourse Indebtedness described in this clause (B),

- 2 -

“Material Nonrecourse Indebtedness”; and together with the Material Recourse Indebtedness, the “Material Indebtedness”); or

(g) The Credit Agreement is amended by (i) replacing the “.” at the end of clause (iii) in Section 10.1.(e) with “; or”, and (ii) inserting the following new clause (iv) at the end of Section 10.1.(e):

(iv) The Borrower, any Subsidiary (other than a Designated Affiliate) or any other Loan Party shall fail to pay when due an aggregate amount required to be paid by it pursuant to any Guarantee given in respect of the Specified Obligations or other agreement pursuant to which it has become liable on a recourse basis for such Specified Obligations, of $10,000,000 or more; provided no Default or Event of Default shall be deemed to have occurred under this clause (iv) unless such failure shall continue for a period of more than 2 Business Days.

(h) The Credit Agreement is amended by adding Schedule 6.1.(y) attached hereto as Schedule 6.1.(y) thereto.

Section 2. Conditions Precedent. The effectiveness of this Amendment is subject to receipt by the Agent of each of the following, each in form and substance satisfactory to the Agent:

(a) a counterpart of this Amendment duly executed by the Borrower and the Requisite Lenders;

(b) a Reaffirmation of Obligations duly executed by each Guarantor, in the form of Exhibit A attached hereto;

(c) evidence of the payment of the fee described in Section 7 below, and of all other fees and expenses payable to the Agent in connection with this Amendment; and

(d) such other documents, instruments and agreements as the Agent may reasonably request.

Section 3. Reduction of Commitments. Upon the effectiveness of this Amendment, the aggregate unused amount of the Commitment shall be reduced by $200,000,000. The parties hereto waive the notice requirements of Section 2.12 with respect to such reduction. As provided in Section 3.2., the reduction of the amount of the Commitments shall be applied to the respective Commitments of the Lenders pro rata according to the amounts of their respective Commitments.

- 3 -

Section 4. Representations. The Borrower represents and warrants to the Agent and the Lenders that:

(a) Authorization. The Borrower has the right and power, and has taken all necessary action to authorize it, to execute and deliver this Amendment and to perform its obligations hereunder and under the Credit Agreement, as amended by this Amendment, in accordance with their respective terms. This Amendment has been duly executed and delivered by a duly authorized officer of the sole general partner of the Borrower and each of this Amendment and the Credit Agreement, as amended by this Amendment, is a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its respective terms except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained herein or therein and as may be limited by equitable principles generally.

(b) Compliance with Laws, etc. The execution and delivery by the Borrower of this Amendment and the performance by the Borrower of this Amendment and the Credit Agreement, as amended by this Amendment, in accordance with their respective terms, do not and will not, by the passage of time, the giving of notice or otherwise: (i) require any Government Approvals or violate any Applicable Laws relating to the Borrower or any other Loan Party; (ii) conflict with, result in a breach of or constitute a default under the organizational documents of the Borrower or any other Loan Party, or any indenture, agreement or other instrument to which the Borrower or any other Loan Party is a party or by which it or any of its respective properties may be bound; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by the Borrower or any other Loan Party.

(c) No Default. No Default or Event of Default has occurred and is continuing as of the date hereof nor will exist immediately after giving effect to this Amendment.

Section 5. Reaffirmation of Representations by Borrower. The Borrower hereby repeats and reaffirms all representations and warranties made by the Borrower to the Agent and the Lenders in the Credit Agreement and the other Loan Documents to which it is a party on and as of the date hereof with the same force and effect as if such representations and warranties were set forth in this Amendment in full, except for (i) representations and warranties that expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date) and (ii) changes in factual circumstances not prohibited under the Loan Documents.

Section 6. Certain References. Each reference to the Credit Agreement in any of the Loan Documents shall be deemed to be a reference to the Credit Agreement as amended by this Amendment.

Section 7. Amendment Fee. The Borrower agrees to pay to the Agent for the account of each Lender executing and delivering this Amendment a fee equal to 0.05% of the amount of such

- 4 -

Lender’s Commitment (after giving effect to the reduction of the Commitments provided for in Section 3 above).

Section 8. Expenses. The Borrower shall reimburse the Agent upon demand for all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Agent in connection with the preparation, negotiation and execution of this Amendment and the other agreements and documents executed and delivered in connection herewith.

Section 9. Benefits. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

Section 10. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.

Section 11. Effect. Except as expressly herein amended, the terms and conditions of the Credit Agreement and the other Loan Documents remain in full force and effect. The amendments contained herein shall be deemed to have prospective application only, unless otherwise specifically stated herein.

Section 12. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns.

Section 13. Definitions. All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Credit Agreement.

[Signatures on Next Page]

- 5 -

IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to Amended and Restated Credit Agreement to be executed as of the date first above written.

POST APARTMENT HOMES, L.P.
By:	Post GP Holdings, Inc., its sole general partner

By:		/s/    CHRISTOPHER J. PAPA
	Name:	Christopher J. Papa
	Title:	Executive Vice President and Chief Financial Officer

[Signatures Continued on Next Page]

[Signature Page to Third Amendment to Amended and Restated

Credit Agreement with Post Apartment Homes, L.P.]

WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender and Agent
By:		/s/    ANDREW W. HUSSION
	Name:	Andrew W. Hussion
	Title:	Assistant Vice President

[Signatures Continued on Next Page]

[Signature Page to Third Amendment to Amended and Restated

Credit Agreement with Post Apartment Homes, L.P.]

JPMORGAN CHASE BANK, N.A.
By:		/s/    VANESSA CHIU
	Name:	Vanessa Chiu
	Title:	Vice President

[Signatures Continued on Next Page]

[Signature Page to Third Amendment to Amended and Restated

Credit Agreement with Post Apartment Homes, L.P.]

SUMITOMO MITSUI BANKING CORPORATION
By:		/S/    WILLIAM M. GINN
	Name:	William M. Ginn
	Title:	Executive Officer

[Signatures Continued on Next Page]

[Signature Page to Third Amendment to Amended and Restated

Credit Agreement with Post Apartment Homes, L.P.]

SUNTRUST BANK
By:
	Name:
	Title:

[Signatures Continued on Next Page]

[Signature Page to Third Amendment to Amended and Restated

Credit Agreement with Post Apartment Homes, L.P.]

WELLS FARGO BANK, NATIONAL ASSOCIATION
By:		/s/    ANDREW W. HUSSION
	Name:	Andrew W. Hussion
	Title:	Assistant Vice President

[Signatures Continued on Next Page]

[Signature Page to Third Amendment to Amended and Restated

Credit Agreement with Post Apartment Homes, L.P.]

PNC BANK, NATIONAL ASSOCIATION
By:		/s/    CHAD MCMASTERS
	Name:	Chad McMasters
	Title:	Senior Vice President

[Signatures Continued on Next Page]

[Signature Page to Third Amendment to Amended and Restated

Credit Agreement with Post Apartment Homes, L.P.]

REGIONS BANK
By:
	Name:
	Title:

[Signatures Continued on Next Page]

[Signature Page to Third Amendment to Amended and Restated

Credit Agreement with Post Apartment Homes, L.P.]

US BANK, NATIONAL ASSOCIATION
By:		/S/    JOHN FEENEY
	Name:	John Feeney
	Title:	Vice President

[Signatures Continued on Next Page]

[Signature Page to Third Amendment to Amended and Restated

Credit Agreement with Post Apartment Homes, L.P.]

DEUTSCHE BANK TRUST COMPANY AMERICAS
By:		/S/    MICHAEL SUCHY
	Name:	Michael Suchy
	Title:	Vice President

By:		/S/    PERRY FORMAN
	Name:	Perry Forman
	Title:	Director

[Signatures Continued on Next Page]

[Signature Page to Third Amendment to Amended and Restated

Credit Agreement with Post Apartment Homes, L.P.]

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
By:		/S/    RANDY K. RINDERKNECHT
	Name:	Randy K. RinderKnecht
	Title:	Vice President

[Signatures Continued on Next Page]

[Signature Page to Third Amendment to Amended and Restated

Credit Agreement with Post Apartment Homes, L.P.]

MIDFIRST BANK, a federally chartered savings association
By:		/S/    DARRIN RIGLER
	Name:	Darrin Rigler
	Title:	Vice President

[Signatures Continued on Next Page]

[Signature Page to Third Amendment to Amended and Restated

Credit Agreement with Post Apartment Homes, L.P.]

THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND
By:		/s/    CONOR LINEHAN
	Name:	Conor Linehan
	Title:	Authorized Signatory
By:		/s/    ROBERT D. GOMINIAK
	Name:	Robert D. Gominiak
	Title:	Director

[Signatures Continued on Next Page]

[Signature Page to Third Amendment to Amended and Restated

Credit Agreement with Post Apartment Homes, L.P.]

COMERICA BANK
By:		/S/    ADAM SHEETS
	Name:	Adam Sheets
	Title:	Vice President

[Signatures Continued on Next Page]

[Signature Page to Third Amendment to Amended and Restated

Credit Agreement with Post Apartment Homes, L.P.]

THE NORTHERN TRUST COMPANY
By:		/S/    CAROL B. CONKLIN
	Name:	Carol B. Conklin
	Title:	Senior Vice President

[Signatures Continued on Next Page]

[Signature Page to Third Amendment to Amended and Restated

Credit Agreement with Post Apartment Homes, L.P.]

FIRST COMMERCIAL BANK, NEW YORK AGENCY
By:		/S/    JENN-HWA WANG
	Name:	Jenn-Hwa Wang
	Title:	General Manager

[Signatures Continued on Next Page]

[Signature Page to Third Amendment to Amended and Restated

Credit Agreement with Post Apartment Homes, L.P.]

CHANG HWA COMMERCIAL BANK, LTD., New York Branch
By:		/S/    ERIC Y.S. TSAI
	Name:	Eric Y.S. Tsai
	Title:	VP and General Manager

[Signatures Continued on Next Page]

[Signature Page to Third Amendment to Amended and Restated

Credit Agreement with Post Apartment Homes, L.P.]

PEOPLE’S UNITED BANK
By:		/S/    MAURICE FRY
	Name:	Maurice Fry
	Title:	Sr. Commercial Loan Officer, SVP

SCHEDULE 6.1(y)

Designated Affiliates

Owner of Equity Interest	Nature of Equity Interest	Percentage of Ownership
Post Services, Inc.	Membership Interest in PSI 3630 Peachtree, LLC and PSI 3630 Peachtree North, LLC	100%
PSI 3630 Peachtree, LLC	Membership Interest in 3630 Condo Holdings, LLC	50%1
3630 Condo Holdings, LLC	Membership Interest in 3630 South Tower Residential, LLC	100%
3630 South Tower Residential, LLC	Membership Interest in 3630 Residential GP, LLC Limited Partnership Interest in 3630 Peachtree Road Holdings Limited Partnership	100% 49%2
3630 Residential GP, LLC	General Partnership Interest in 3630 Peachtree Road Holdings Limited Partnership	nominal interest
PSI 3630 Peachtree North, LLC	Membership Interest in 3630 North Condo Holdings, LLC	50%
3630 North Condo Holdings, LLC	Membership Interest in 3630 North Tower Residential, LLC	100%

¹ Based on Contribution Share. If based on Residual Distribution Percentage, the interest is 62.5%.

² Based on pro rata budgeted construction costs as of 12/31/09.

EXHIBIT A

REAFFIRMATION OF OBLIGATIONS

Each of the undersigned (each a “Guarantor” and collectively the “Guarantors”) hereby (a) reaffirms its continuing obligations owing under the Guaranty dated as of April 26, 2006, executed and delivered by the Guarantors (the “Guaranty”) and (b) agrees that the Third Amendment to Amended and Restated Credit Agreement dated the date hereof (the “Amendment”) amending the Amended and Restated Credit Agreement dated as of April 26, 2006 by and between Post Apartment Homes, L.P., the Lenders party thereto (the “Lenders”), Wachovia Bank, National Association, as Agent (the “Agent”) and the other parties thereto (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), and the transactions contemplated by the Amendment do not in any way affect the validity or enforceability of the Guaranty, or reduce, impair or discharge the obligations of such Guarantor thereunder.

Each of the Guarantors represents and warrants to the Agent and the Lenders that the execution, delivery, and performance of this Reaffirmation of Obligations has been authorized by all requisite action on the part of such Guarantor and will not violate such Guarantor’s organizational or governing document.

Each of the Guarantors further agrees that references to the Credit Agreement contained in any Loan Document (as defined in the Credit Agreement) shall be deemed to be references to the Credit Agreement, as amended by the Amendment.

This Reaffirmation of Obligations shall be construed in accordance with and be governed by the law (without giving effect to the conflict of law principles thereof) of the State of Georgia.

[Signatures Continued on Next Page]

IN WITNESS WHEREOF, each of the undersigned have duly executed and delivered this Reaffirmation of Obligations as of March 9, 2010.

POST PROPERTIES, INC.
By:	/S/ CHRISTOPHER J. PAPA
Name:	Christopher J. Papa
Title:	Executive Vice President and Chief Financial Officer
POST GP HOLDINGS, INC.
By:	/S/ CHRISTOPHER J. PAPA
Name:	Christopher J. Papa
Title:	Executive Vice President and Chief Financial Officer
POST LP HOLDINGS, INC.
By:	/S/ CHRISTOPHER J. PAPA
Name:	Christopher J. Papa
Title:	Executive Vice President and Chief Financial Officer
POST FB I, LIMITED PARTNERSHIP, a Georgia limited partnership
By:	Post FB Acquisition GP I, LLC, a Georgia limited liability company, its sole general partner
	By:	Post Apartment Homes, L.P., a Georgia limited partnership, its sole member
		By:	Post GP Holdings, Inc., a Georgia corporation, its sole general partner
			By:	/S/ CHRISTOPHER J. PAPA
			Name:	Christopher J. Papa
			Title:	Executive Vice President and Chief Financial Officer

POST FB II, LIMITED PARTNERSHIP, a Georgia limited partnership
By:	Post FB Acquisition GP II, LLC, a Georgia limited liability company, its sole general partner
	By:	Post Apartment Homes, L.P., a Georgia limited partnership, its sole member
		By:	Post GP Holdings, Inc., a Georgia corporation, its sole general partner
			By:	/S/ CHRISTOPHER J. PAPA
			Name:	Christopher J. Papa
			Title:	Executive Vice President and Chief Financial Officer

AUSTIN BC, L.P., a Georgia limited partnership
By:	BC Austin GP, LLC, a Georgia limited liability company, its sole general partner
	By:	Post Apartment Homes, L.P., a Georgia limited partnership, its sole member
		By:	Post GP Holdings, Inc., a Georgia corporation, its sole general partner
			By:	/S/ CHRISTOPHER J. PAPA
			Name:	Christopher J. Papa
			Title:	Executive Vice President and Chief Financial Officer

[Signatures Continued on Next Page]

PBP LAKE SUSANNAH APARTMENT LAND, LLC, a Georgia limited liability company
By:	Post Apartment Homes, L.P., a Georgia limited partnership, its sole member
	By:	Post GP Holdings, Inc., a Georgia corporation, its sole general partner
		By:	/S/ CHRISTOPHER J. PAPA
		Name:	Christopher J. Papa
		Title:	Executive Vice President and Chief Financial Officer
PARK LAND DEVELOPMENT, LLC, a Georgia limited liability company
By:	Post Park, LLC, a Georgia limited liability company, its managing member
	By:	Post Apartment Homes, L.P., a Georgia limited partnership, its sole member
		By:	Post GP Holdings, Inc., a Georgia corporation, its sole general partner
			By:	/S/ CHRISTOPHER J. PAPA
			Name:	Christopher J. Papa
			Title:	Executive Vice President and Chief Financial Officer
PBP LAKE SUSANNAH CONDO LAND, LLC, a Georgia limited liability company
By:	Post Services, Inc., a Georgia corporation, its sole member
	By:	/S/ CHRISTOPHER J. PAPA
	Name:	Christopher J. Papa
	Title:	Executive Vice President and Chief Financial Officer

[Signatures Continued on Next Page]

POST EASTSIDE LIMITED PARTNERSHIP, a Georgia limited partnership
By:	Post Eastside Acquisition GP, LLC, a Georgia limited liability company, its sole general partner
	By:	Post Apartment Homes, L.P., a Georgia limited partnership, its sole member
		By:	Post GP Holdings, Inc., a Georgia corporation, its sole general partner
			By:	/S/ CHRISTOPHER J. PAPA
			Name:	Christopher J. Papa
			Title:	Executive Vice President and Chief Financial Officer
PBP BLOCKS 206/207, LLC, a Georgia limited liability company
By:	Post Services, Inc., a Georgia corporation, its sole member
	By:	/S/ CHRISTOPHER J. PAPA
	Name:	Christopher J. Papa
	Title:	Executive Vice President and Chief Financial Officer

[Signatures Continued on Next Page]

PBC APARTMENTS, LLC, a Georgia limited liability company
By:	Post Apartment Homes, L.P., a Georgia limited partnership, its sole member
	By:	Post GP Holdings, Inc., a Georgia corporation, its sole general partner
		By:	/S/ CHRISTOPHER J. PAPA
		Name:	Christopher J. Papa
		Title:	Executive Vice President and Chief Financial Officer
ALEXANDER CONDOMINIUM DEVELOPMENT I, LLC, a Georgia limited liability company
By:	Post Services, Inc., a Georgia corporation, its sole member
	By:	/S/ CHRISTOPHER J. PAPA
	Name:	Christopher J. Papa
	Title:	Executive Vice President and Chief Financial Officer

[Signatures Continued on Next Page]

POST MIDTOWN SQUARE, L.P., a Georgia limited partnership
By:	Post Midtown Square GP, LLC, a Georgia limited liability company, its sole general partner
	By:	Post Apartment Homes, L.P., a Georgia limited partnership its sole member
		By:	Post GP Holdings, Inc., a Georgia corporation, its sole general partner
			By:	/S/ CHRISTOPHER J. PAPA
			Name:	Christopher J. Papa
			Title:	Executive Vice President and Chief Financial Officer

POST-AMERUS RICE LOFTS, L.P., a Georgia limited partnership
By:	Rice Lofts, L.P., a Texas limited partnership, its sole general partner
	By:	Post Rice Lofts, LLC, a Texas limited liability company, its sole general partner
		By:	Post Apartment Homes, L.P., a Georgia limited partnership, its sole member
			By:	Post GP Holdings, Inc., a Georgia corporation, its sole general partner
				By:	/S/ CHRISTOPHER J. PAPA
				Name:	Christopher J. Papa
				Title:	Executive Vice President and Chief Financial Officer

[Signatures Continued on Next Page]

PMBC AUSTIN LIMITED PARTNERSHIP, a Georgia limited partnership
By:	Austin BCPM Acquisition LLC, a Delaware limited liability company, its sole general partner
	By:	Post Apartment Homes, L.P., a Georgia limited partnership, its sole member
		By:	Post GP Holdings, Inc., a Georgia corporation, its sole general partner
			By:	/S/ CHRISTOPHER J. PAPA
			Name:	Christopher J. Papa
			Title:	Executive Vice President and Chief Financial Officer
POST ALEXANDER, LLC, a Georgia limited liability company
By:	Post Apartment Homes, L.P., a Georgia limited partnership, its sole member
	By:	Post GP Holdings, Inc., a Georgia corporation, its sole general partner
		By:	/S/ CHRISTOPHER J. PAPA
		Name:	Christopher J. Papa
		Title:	Executive Vice President and Chief Financial Officer

[Signatures Continued on Next Page]

PBP APARTMENTS, LLC, a Georgia limited liability company
By:	Post Apartment Homes, L.P., a Georgia limited partnership, its sole member
	By:	Post GP Holdings, Inc., a Georgia corporation, its sole general partner
		By:	/S/ CHRISTOPHER J. PAPA
		Name:	Christopher J. Papa
		Title:	Executive Vice President and Chief Financial Officer
SOHO CONDOMINIUM DEVELOPMENT, LLC, a Georgia limited liability company
By:	Post Services, Inc., a Georgia corporation, its sole member
	By:	/S/ CHRISTOPHER J. PAPA
	Name:	Christopher J. Papa
	Title:	Executive Vice President and Chief Financial Officer