1 EXHIBIT 1(a) POST APARTMENT HOMES, L.P. MEDIUM-TERM NOTES DUE NINE MONTHS OR MORE FROM DATE OF ISSUE DISTRIBUTION AGREEMENTPost Apartment Homes Lp • January 29th, 1997 • Operators of apartment buildings • New York
2 3 financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements...Post Apartment Homes Lp • October 22nd, 1997 • Operators of apartment buildings • New York
BETWEENPurchase and Sale Agreement • August 9th, 2005 • Post Apartment Homes Lp • Operators of apartment buildings
TERMS AGREEMENTTerms Agreement • June 18th, 2002 • Post Apartment Homes Lp • Operators of apartment buildings
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.
1 EXHIBIT 4(c) REMARKETING UNDERWRITING AGREEMENT REMARKETING UNDERWRITING AGREEMENT, dated as of , (this "Agreement") by and between Post Apartment Homes, L.P. (the "Operating Partnership") and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &...Underwriting Agreement • April 8th, 1998 • Post Apartment Homes Lp • Operators of apartment buildings
1 EXHIBIT 10.32 FIFTH AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 28th, 2001 • Post Apartment Homes Lp • Operators of apartment buildings • Georgia
WITNESSETH:Indemnification Agreement • March 27th, 2003 • Post Apartment Homes Lp • Operators of apartment buildings • Georgia
by and amongCredit Agreement • March 15th, 2004 • Post Apartment Homes Lp • Operators of apartment buildings • Georgia
1 Exhibit 10.33 THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 21st, 2000 • Post Apartment Homes Lp • Operators of apartment buildings • Georgia
EXHIBIT 10.45 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement"), is made and entered into as of this 1st day of December, 2003, by and among CHRISTOPHER J. PAPA (the "Executive"), and POST PROPERTIES, INC., a Georgia corporation (the...Employment Agreement • March 15th, 2004 • Post Apartment Homes Lp • Operators of apartment buildings • Georgia
RECITALSRegistration Rights Agreement • November 15th, 1999 • Post Apartment Homes Lp • Operators of apartment buildings • Georgia
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF POST APARTMENT HOMES, L.P.Post Apartment Homes Lp • March 31st, 1998 • Operators of apartment buildings
1.0X FORM CHANGE IN CONTROL AGREEMENT This Change in Control Agreement, or "Agreement", is entered into by and between Post Properties, Inc., a Georgia corporation, and [ ], or "Executive". WHEREAS, Executive currently is employed as a senior...Change in Control Agreement • August 14th, 2003 • Post Apartment Homes Lp • Operators of apartment buildings • Georgia
EXHIBIT 1(a) POST APARTMENT HOMES, L.P. UNDERWRITING AGREEMENTPost Apartment Homes Lp • October 12th, 2004 • Operators of apartment buildings • New York
1 EXHIBIT 10.32 SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 16th, 1999 • Post Apartment Homes Lp • Operators of apartment buildings • Georgia
1 EXHIBIT 10.34 FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT(this "First Amendment") is dated as of the 3rd day of September, 1999 among POST APARTMENT HOMES,...Credit Agreement • March 21st, 2000 • Post Apartment Homes Lp • Operators of apartment buildings • Georgia
EXHIBIT 10.46 POST PROPERTIES, INC. 2003 INCENTIVE STOCK PLAN FORM OF RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 15th, 2006 • Post Apartment Homes Lp • Operators of apartment buildings • Georgia
1 EXHIBIT 10.33 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "First Amendment") is dated as of the ___th day of February, 1999 among POST APARTMENT HOMES,...Credit Agreement • March 16th, 1999 • Post Apartment Homes Lp • Operators of apartment buildings • Georgia
by and amongCredit Agreement • May 2nd, 2006 • Post Apartment Homes Lp • Operators of apartment buildings • Georgia
Exhibit 10.35 Change in Control Agreements The following is a list of executive officers who have entered into Change in Control Agreements with the Company in the form set below: Sherry W. Cohen Douglas S. Gray CHANGE IN CONTROL AGREEMENT This Change...Control Agreement • March 29th, 2002 • Post Apartment Homes Lp • Operators of apartment buildings • Georgia
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF POST APARTMENT HOMES, L.P.Post Apartment Homes Lp • March 27th, 2003 • Operators of apartment buildings
POST APARTMENT HOMES, L.P. (a Georgia limited partnership) Debt Securities PURCHASE AGREEMENTTerms Agreement • March 12th, 2001 • Post Apartment Homes Lp • Operators of apartment buildings • New York
EXHIBIT 1(a) POST APARTMENT HOMES, L.P. (a Georgia limited partnership) Debt Securities PURCHASE AGREEMENTPurchase Agreement • June 18th, 2002 • Post Apartment Homes Lp • Operators of apartment buildings • New York
FOURTH AMENDMENT TO REDEMPTION AGREEMENT THIS FOURTH AMENDMENT TO REDEMPTION AGREEMENT (this "AMENDMENT"), made as of April 22, 2004 (the "EFFECTIVE DATE"), between POST APARTMENT HOMES, L.P., a Georgia limited partnership ("POST"), and JRC...Redemption Agreement • July 13th, 2004 • Post Apartment Homes Lp • Operators of apartment buildings
1 Exhibit 4(b) REMARKETING AGREEMENT REMARKETING AGREEMENT, dated as of April 8, 1998 (this "Remarketing Agreement" or this "Agreement"), by and between Post Apartment Homes, L.P. (the "Operating Partnership") and Merrill Lynch & Co., Merrill Lynch,...Remarketing Agreement • April 8th, 1998 • Post Apartment Homes Lp • Operators of apartment buildings • New York
Exhibit 1.1 POST APARTMENT HOMES, L.P. UNDERWRITING AGREEMENTPost Apartment Homes Lp • May 31st, 2005 • Operators of apartment buildings • New York
TOEmployment Agreement • August 14th, 2003 • Post Apartment Homes Lp • Operators of apartment buildings
SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF POST APARTMENT HOMES, L.P.Post Apartment Homes Lp • March 28th, 2001 • Operators of apartment buildings
AMENDMENT NUMBER ONE TO THE EMPLOYMENT AGREEMENT BY AND BETWEEN DAVID P. STOCKERT AND POST PROPERTIES, INC.Employment Agreement • November 14th, 2003 • Post Apartment Homes Lp • Operators of apartment buildings
FIRST AMENDMENT TO FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF POST APARTMENT HOMES, L.P.Post Apartment Homes Lp • October 1st, 1996 • Operators of apartment buildings
EXHIBIT 10.1 SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIPPost Apartment Homes Lp • March 27th, 2003 • Operators of apartment buildings • Georgia
1 EXHIBIT 10.13 AMENDMENT OF NONCOMPETITION AGREEMENT This AMENDMENT OF NONCOMPETITION AGREEMENT is entered into as of June 1, 1998 by and among John A. Williams, Post Properties, Inc., a Georgia corporation, and Post Apartment Homes, L.P., a Georgia...Noncompetition Agreement • March 16th, 1999 • Post Apartment Homes Lp • Operators of apartment buildings
DISTRIBUTION AGREEMENTDistribution Agreement • May 31st, 2012 • Post Apartment Homes Lp • Operators of apartment buildings • New York
Post Properties, Inc., a Georgia corporation (the “Company”), and Post Apartment Homes, L.P., a Georgia limited partnership (the “Operating Partnership”), confirm their agreement with J.P. Morgan Securities LLC, as agent and/or principal under any Terms Agreement (as defined in Section 1(a) below) (“you” or “JPMS”), with respect to the issuance and sale from time to time by the Company, in the manner and subject to the terms and conditions described below (this “Agreement”), of up to 4,000,000 shares (the “Maximum Number”) of Common Stock, $0.01 par value per share (the “Common Stock”), of the Company on the terms set forth in Section 1 of this Agreement. Such shares are hereinafter collectively referred to as the “Shares” and are described in the Prospectus referred to below.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 21, 2011 by and among POST APARTMENT HOMES, L.P.,Credit Agreement • January 24th, 2011 • Post Apartment Homes Lp • Operators of apartment buildings • New York
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of January 21, 2011 by and among POST APARTMENT HOMES, L.P., a limited partnership formed under the laws of the State of Georgia (the “Borrower”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 12.6. (the “Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION, successor in interest to Wachovia Bank, National Association, as Administrative Agent (the “Administrative Agent”), WELLS FARGO SECURITIES, LLC, and J.P. MORGAN SECURITIES LLC, as Joint Lead Arrangers and Joint Bookrunners (collectively, the “Arrangers”); JPMORGAN CHASE BANK, N.A. as Syndication Agent (the “Syndication Agent”), and PNC BANK, NATIONAL ASSOCIATION, SUMITOMO MITSUI BANKING CORPORATION and U.S. BANK NATIONAL ASSOCIATION, as Documentation Agents (the “Documentation Agents”).
1 EXHIBIT 2 AGREEMENT AND PLAN OF MERGER DATED AS OF AUGUST 1, 1997, BY AND AMONG POST PROPERTIES, INC. POST LP HOLDINGS, INC. AND COLUMBUS REALTY TRUST 2 TABLE OF CONTENTSExhibit 2 Agreement and Plan of Merger • August 6th, 1997 • Post Apartment Homes Lp • Operators of apartment buildings • New York
