FIFTH AMENDMENT TO
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
POST APARTMENT HOMES, L.P.
This Fifth Amendment to Second Amended and Restated Agreement of Limited Partnership of Post Apartment
Homes, L.P. (this "Amendment") is entered into as of September 3, 1999, by and among Post GP Holdings, Inc.
(the "General Partner"), the Limited Partners of Post Apartment Homes, L.P., Post Properties, Inc., a Georgia
corporation ("PPI"), The Times Mirror Company, a Delaware corporation ("Contributor"), and TMCT II, LLC,
a Delaware limited liability company ("LLC"). All capitalized terms used herein, and not otherwise defined herein,
shall have the meanings given to them in the Second Amended and Restated Agreement of Limited Partnership of
Post Apartment Homes, L.P., dated October 24, 1997 as amended to date (the "Partnership Agreement").
WHEREAS, pursuant to that certain Contribution Agreement dated the date hereof by and among the
Contributor, LLC, the General Partner, and PPI (the "Contribution Agreement"), the Contributor desires to
contribute $70 million to the Partnership in exchange for which the Operating Partnership will issue preferred
partnership interests in the Partnership to LLC as set forth herein; and
WHEREAS, as provided in Section 12.2 of the Partnership Agreement, the General Partner is authorized to
cause the Partnership to issue additional interests in the Partnership in exchange for such contribution.
NOW THEREFORE, in consideration of the mutual covenants herein contained, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
Section 1. Contribution.
Contributor hereby contributes to the Partnership $70 million as a contribution to the capital of the Partnership.
Section 2. Issuance of Series D Preferred Partnership Units.
In consideration of the contribution to the Partnership pursuant to
Section 1 hereof, the Partnership hereby issues to LLC