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EXHIBIT 4
POST PROPERTIES, INC.
(a Georgia corporation)
Common Stock
(Par Value $.01 Per Share)
TERMS AGREEMENT
Dated: May 27, 1998
To: Post Properties, Inc.
One Riverside, Suite 800
0000 Xxxxxxxxx Xxxxxxx
Xxxxxxx, Xxxxxxx 00000
Ladies and Gentlemen:
We understand that Post Properties, Inc. (the "Company") proposes to
issue and sell 373,250 shares of its common stock, par value $0.01 per share
(the "Common Stock"). Subject to the terms and conditions set forth or
incorporated by reference herein, PaineWebber Incorporated (the "Underwriter")
offers to purchase 373,250 shares of Common Stock. The Company is advised that
the Underwriter intends to deposit the shares of Common Stock with the trustee
of PaineWebber Equity Trust REIT Series I (A Unit Investment Trust) (the
"Trust"), a registered unit investment trust under the Investment Company Act of
1940, as amended, for which the Underwriter acts as sponsor and depositor, in
exchange for units in the Trust as soon after the execution and delivery of this
Terms Agreement as in the judgment of the Underwriter is advisable.
The Underwritten Securities shall have the following terms:
TITLE: Common Stock
NUMBER OF SHARES: 373,250
INITIAL PUBLIC OFFERING PRICE PER SHARE: $40.1875
PURCHASE PRICE PER SHARE: $38.1781
LISTING REQUIREMENTS: Approved for listing on the NYSE
CLOSING DATE AND LOCATION: June 1, 1998 at 9:00 a.m. at the offices of Xxxxx &
Xxxxxxx L.L.P., 000 Xxxxxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000.
All the provisions contained in the document attached as Annex A hereto
entitled "Post Properties, Inc.--Common Stock, Preferred Stock and Depositary
Shares--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.
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Please accept this offer no later than ____ p.m. (New York City time)
on May __, 1998 by signing a copy of this Terms Agreement in the space set forth
below and returning the signed copy to us.
Very truly yours,
PAINEWEBBER INCORPORATED
By: Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Managing Director
Accepted:
By: POST PROPERTIES, INC.
By: Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Vice President