SECOND AMENDMENT TO
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
POST APARTMENT HOMES, L.P.
This Second Amendment to First Amended and Restated Agreement of Limited Partnership of Post Apartment
Homes, L.P. (this "Amendment") is entered into as of December 23, 1997, by and among Post GP Holdings,
Inc. (the "General Partner"), and the Limited Partners of Post Apartment Homes, L.P. All capitalized terms used
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 by the First Amendment to
Second Amended and Restated Agreement of Limited Partnership of Post Apartment Homes, L.P., dated as of
October 28, 1997 (the "Partnership Agreement").
WHEREAS, certain Limited Partners of Post Apartment Homes, L.P. (the "Partnership") have requested an
amendment to the Partnership Agreement as provided herein, and such amendment has been approved by the
requisite number of Limited Partners as set forth in the Partnership Agreement;
WHEREAS, the parties hereto accordingly desire to amend the Partnership Agreement in accordance with the
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. Amendment to Partnership Agreement - Election to Restore Deficit Capital Account.
The Partnership Agreement is hereby amended by adding the following new Sections 13.3.D, 13.3.E, 13.3.F and
13.3.G immediately following the existing
D. Any Partner (other than a Principal or a Principal-Controlled Partnership, whose rights and obligations shall be
as set forth above) may elect at any time to undertake deficit Capital Account restoration liability under Section
13.3.E (or increase the amount of such deficit Capital Account restoration liability previously