0001193125-12-457052 Sample Contracts

POST APARTMENT HOMES, L.P. Underwriting Agreement November 2, 2012
Post Apartment Homes Lp • November 7th, 2012 • Operators of apartment buildings • New York

Post Apartment Homes, L.P., a Georgia limited partnership (the “Operating Partnership”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom Wells Fargo Securities, LLC, J.P. Morgan Securities LLC and SunTrust Robinson Humphrey, Inc. are acting as representatives (the “Representatives”), $250,000,000 principal amount of its 3.375% Senior Notes due 2022 (the “Securities”). The Securities will be issued pursuant to an indenture dated as of September 15, 2000 (the “Base Indenture”) between the Operating Partnership and U.S. Bank National Association (as successor in interest to SunTrust Bank), as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of December 1, 2000 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”).

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