FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
POST APARTMENT HOMES, L.P.
This First Amendment to Second Amended and Restated Agreement of Limited Partnership of Post Apartment
Homes, L.P. (this "Amendment") is entered into as of October 28, 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 (the "Partnership Agreement").
WHEREAS, Post Properties, Inc. ("PPI"), on even date herewith, has issued 2,000,000 shares of its 75/8%
Series B Cumulative Redeemable Preferred Shares, par value $0.01 per share, having a liquidation preference
equivalent to $25.00 per share (the "Series B Preferred Shares"), and has sold such Series B Preferred Shares in
a public offering;
WHEREAS, PPI has contributed to Post LP Holdings, Inc. ("Post LP Holdings") the net proceeds of the sale of
the Series B Preferred Shares;
WHEREAS, Post LP Holdings desires to contribute such net proceeds of the sale of the Series B Preferred
Shares to the Partnership in exchange for partnership interests in the Partnership as set forth herein;
WHEREAS, the General Partner is authorized to cause the Partnership to issue interests in the Partnership to
Post LP Holdings 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.
PPI has contributed to Post LP Holdings, and Post LP Holdings in turn hereby contributes to the Partnership, the
entire net proceeds received by PPI from the issuance of the Series B Preferred Shares. As provided in Section
4.3 of the Partnership Agreement, Post LP Holdings shall