Terms Agreement for $25,000,000 6.110% Notes Due 2007 between Post Apartment Homes, L.P. and Merrill Lynch

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Summary

This agreement is between Post Apartment Homes, L.P., a Georgia limited partnership, and Merrill Lynch, Pierce, Fenner & Smith Incorporated. Merrill Lynch agrees to purchase $25,000,000 in 6.110% Notes due in 2007 from Post Apartment Homes. The notes will mature on June 18, 2007, with interest paid semiannually. The agreement sets the purchase price, interest rate, and other key terms, and incorporates additional provisions from a referenced purchase agreement. The transaction is set to close on June 18, 2002.

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EX-1.(B) 4 g76896exv1wxby.txt TERMS AGREEMENT EXHIBIT 1(b) POST APARTMENT HOMES, L.P. (a Georgia limited partnership) $25,000,000 6.110% Notes due 2007 (the "Notes") TERMS AGREEMENT Dated: June 13, 2002 To: Post Apartment Homes, L.P. 4401 Northside Parkway, Suite 800 Atlanta, Georgia 30327 Ladies and Gentlemen: We understand that Post Apartment Homes, L.P., a Georgia limited partnership (the "Operating Partnership"), proposes to issue and sell $25,000,000 aggregate principal amount of its Notes. Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the "Underwriters") offer to purchase, severally and not jointly, the principal amount of the Notes opposite their names set forth below.
Principal Amount Underwriter of the Notes Merrill Lynch, Pierce, Fenner & Smith Incorporated....................... $25,000,000 ---------- Total.............................. $25,000,000 ===========
The Notes shall have the terms included in the Prospectus Supplement dated June 13, 2002 and the Prospectus dated March 5, 2001 of the Operating Partnership and the following terms: Title: 6.110% Notes due 2007 Principal Amount to be Issued: $25,000,000 Current Ratings: Baa2 by Moody's Investors Services, Inc. BBB by Standard & Poor's Ratings Services Interest rate: 6.110% Stated maturity date: June 18, 2007 Settlement Date and Place: June 18, 2002, at the offices of Hogan & Hartson L.L.P., 555 Thirteenth Street, N.W., Washington, D.C. 20004 Interest payment dates: June 18 and December 18 of each year, commencing December 18, 2002 Form: Book-entry global security registered in the name of a nominee of The Depository Trust Company Regular record dates: June 3 and December 3 of each year, commencing December 3, 2002 Public Offering Price: 100% of the principal amount, plus accrued interest, if any, from June 18, 2002 Purchase Price: 99.400% of the principal amount, plus accrued interest, if any, from June 18, 2002
All of the provisions contained in the document attached as Annex I entitled "POST APARTMENT HOMES, L.P.-- Debt Securities-- Purchase Agreement" are hereby incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined. Please accept this offer no later than 11:00 o'clock A.M. (New York City time) on June 13, 2002 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us. Very truly yours, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ Charles W. Hessel ------------------------------------- Name: Charles W. Hessel Title: Vice President Accepted: POST APARTMENT HOMES, L.P. By: POST GP HOLDINGS, INC., its general partner By: /s/ R. Gregory Fox ---------------------------------- Name: R. Gregory Fox Title: Executive Vice President and Chief Financial Officer