SIXTH AMENDMENT TO
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
POST APARTMENT HOMES, L.P.
This Sixth Amendment to Second Amended and Restated Agreement of Limited Partnership of Post Apartment
Homes, L.P. (this "Amendment") is entered into as of September 22, 2000, 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, 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, the Fifth Amendment to Second Amended and Restated Agreement of Limited Partnership of Post
Apartment Homes, L.P. (the "Fifth Amendment") was entered into as of September 3, 1999 (the "Fifth
Amendment Effective Date");
WHEREAS, Section 5(a) of the Fifth Amendment substituted a new Exhibit C to the Partnership Agreement in
place of the then-existing exhibit relating to special allocation rules; and
WHEREAS, the General Partner and the Limited Partners now wish to make a correction to the language of the
last sentence of Section 1.F. of Exhibit C to the Partnership Agreement so that such language is consistent with
the original intent and agreement of the General Partner and the Limited Partners in adopting the Fifth
NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt
and sufficiency of which hereby are acknowledged, the parties hereto agree as follows:
Exhibit C to the Partnership Agreement is hereby deleted in its entirety and the attached Exhibit C is substituted
therefor. The attached Exhibit C shall be effective as of the Fifth Amendment Effective Date.
IN WITNESS WHEREOF, the parties hereto have executed the Amendment under seal as of the date first
POST GP HOLDINGS, INC.,