Terms Agreement for $150,000,000 8 1/8% Notes Due 2005 between Post Apartment Homes, L.P. and Underwriters
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Summary
Post Apartment Homes, L.P. has agreed to sell $150 million in 8 1/8% Notes due June 15, 2005 to a group of underwriters, including Merrill Lynch, Bear Stearns, Deutsche Bank Securities, and Jackson Securities. The underwriters will purchase the notes at a specified price and resell them to the public. The agreement outlines the purchase terms, interest payments, maturity date, and required closing documents. The obligations and benefits of a prior Distribution Agreement are incorporated by reference. The transaction is set to close on June 16, 2000.
EX-10.1 2 0002.txt TERMS AGREEMENT 1 EXHIBIT 10.1 POST APARTMENT HOMES, L.P. (a Georgia limited partnership) $150,000,000 8 1/8% Notes due 2005 TERMS AGREEMENT Dated: June 13, 2000 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 $150,000,000 aggregate principal amount of its Notes (the "Notes") due June 15, 2005 (the "Underwritten Securities") which are part of the series of Medium-Term Notes Due Nine Months or More From Date of Issue of the Operating Partnership. Subject to the terms and conditions set forth or incorporated by reference in this agreement (the "Terms Agreement"), the underwriters named below (the "Underwriters") offer to purchase, severally and not jointly, the principal amount of Underwritten Securities set forth below at 99.243% of the principal amount thereof together with accrued interest thereon, if any, from June 16, 2000.
2 The Underwritten Securities shall have the terms included in the Prospectus Supplement dated October 31, 1997 and the Prospectus dated October 20, 1997 of the Operating Partnership and the following terms:
All the provisions contained in the Distribution Agreement, dated October 20, 1997 (the "Distribution Agreement"), among the Operating Partnership and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Lehman Brothers Inc. and J.P. Morgan Securities, Inc., attached hereto as Annex A, 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. The Operating Partnership agrees that, with respect to the Notes, each of the Underwriters shall be entitled to the benefit of the representations and warranties, agreements and indemnities (including contribution) by the Operating Partnership in favor of the Agents set forth in the Distribution Agreement to the same extent as if each of the Underwriters were a named Agent thereunder. The Underwriters agree that, with respect to the Notes, each of the Underwriters shall be bound by the obligations of the Agents set forth in -2- 3 the Distribution Agreement to the same extent as if each of the Underwriters were a named Agent thereunder. The Operating Partnership further agrees that the indemnification obligations of the Underwriters and Agents pursuant to Section 9(b) of the Distribution Agreement shall be several and not joint. Terms defined in the Distribution Agreement are used herein as therein defined. Bear Stearns & Co. Inc., Deutsche Bank Securities Inc. and Jackson Securities, Inc. hereby agree that they do not require, and are not entitled to, delivery by the Operating Partnership of any legal opinions of counsel, accountant's letter or officers' certificate or other documents other than those delivered to them on the Settlement Date in connection with the Notes pursuant to Sections 8(b), 8(c) and 8(d) of the Distribution Agreement. The following documents will be required on the Settlement Date (as defined above): 1. Officers' Certificate pursuant to Section 8(b) of the Distribution Agreement. 2. Legal opinion pursuant to Section 8(c) of the Distribution Agreement, modified to relate to the issuance of the Notes; provided, that such legal opinion shall be modified further to include the following additional opinion: "The 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 thereunder." 3. Comfort letter pursuant to Section 8(d) of the Distribution Agreement. -3- 4 Please accept this offer no later than 3:00 p.m. (New York City time) on June 13, 2000, 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/ Scott G. Primrose --------------------------------------- Name: Scott G. Primrose Title: Managing Director BEAR, STEARNS & CO. INC. By: /s/ Timothy A. O'Neill --------------------------------------- Name: Timothy A. O'Neill Title: Senior Managing Director DEUTSCHE BANK SECURITIES INC. By: /s/ R. Scott Flieger --------------------------------------- Name: R. Scott Flieger Title: Managing Director By: /s/ Daniel Benton --------------------------------------- Name: Daniel Benton Title: Managing Director JACKSON SECURITIES, INC. By: /s/ Reuben R. McDaniel, III --------------------------------------- Name: Reuben R. McDaniel, III Title: President/CEO Accepted: POST APARTMENT HOMES, L.P. By: Post GP Holdings, Inc., its general partner By: /s/ Jeffrey A. Harris ---------------------------------------------- Name: Jeffrey A. Harris Title: President and Chief Operating Officer -4-
