Terms Agreement for $185,000,000 7.7% Notes Due 2010 between Post Apartment Homes, L.P. and Underwriters

Summary

Post Apartment Homes, L.P. has agreed to sell $185 million in 7.7% Notes due in 2010 to a group of underwriters led by Merrill Lynch, with First Union Securities and Wachovia Securities also participating. The agreement sets out the purchase price, interest rate, maturity date, and other key terms for the Notes, which will be issued as book-entry securities. The underwriters will buy the Notes at a slight discount and resell them to the public. The agreement is effective upon acceptance by Post Apartment Homes, L.P. and is governed by the terms of an incorporated purchase agreement.

EX-1.(B) 3 g66050ex1-b.txt TERMS AGREEMENT 1 POST APARTMENT HOMES, L.P. (a Georgia limited partnership) $185,000,000 7.7% Notes Due 2010 (the "Notes") TERMS AGREEMENT Dated: December 15, 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 $185,000,000 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.

2 The Notes shall have the terms included in the Prospectus Supplement dated December 15, 2000 and the Prospectus dated December 1, 2000 of the Operating Partnership and the following terms: Title: 7.7% Notes due 2010 Principal Amount to be Issued: $185,000,000 Current Ratings: Baa1 by Moody's Investors Services, Inc. BBB+ by Standard & Poor's Ratings Services Interest rate: 7.7% Stated maturity date: December 20, 2010 Settlement Date and Place: December 20, 2000, at the offices of Hogan & Hartson L.L.P., 555 Thirteenth Street, N.W., Washington, D.C. 20004 Interest payment dates: June 20 and December 20 of each year, commencing June 20, 2001 Form: Book-entry global security registered in the name of a nominee of The Depository Trust Company Regular record dates: June 5 and December 5 of each year, commending June 5, 2001 Public Offering Price: 100% of the principal amount, plus accrued interest, if any, from December 20, 2000 Purchase Price: 99.350% of the principal amount, plus accrued interest, if any, from December 20, 2000 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 3:00 o'clock P.M. (New York City time) on December 15, 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 FIRST UNION SECURITIES, INC. WACHOVIA SECURITIES, INC. BY: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: /s/ Tjarda Clagett ----------------------------- Authorized Signatory Accepted: POST APARTMENT HOMES, L.P. By: POST GP HOLDINGS, INC., its general partner By: /s/ John T. Glover ----------------------------- Name: John T. Glover Title: Vice Chairman