EX-4.2 FIRST SUPPLEMENTAL INDENTURE



 





Exhibit 4.2



 




POST APARTMENT HOMES, L.P.,

Issuer




TO




SUNTRUST BANK,

Trustee



 



First Supplemental Indenture




Dated as of December 1, 2000




Senior Debt Securities




 



 









 





     FIRST SUPPLEMENTAL INDENTURE, dated as of December 1, 2000 (the “First Supplemental
Indenture”), between POST APARTMENT HOMES, L.P., a Georgia limited partnership (the “Issuer”),
having its principal offices at 4401 Northside Parkway, Suite 800, Atlanta, Georgia 30327 and
SUNTRUST BANK, a national banking association organized under the laws of the State of Georgia, as
Trustee hereunder (the “Trustee”), having its Corporate Trust Office at 25 Park Place, Atlanta,
Georgia 30303 to the Indenture (the “Indenture”) dated as of September 15, 2000 among the Issuer
and the Trustee. All capitalized terms used herein and not otherwise defined have the meanings
assigned to them in the Indenture.



RECITALS OF THE ISSUER




     The Issuer has heretofore delivered to the Trustee an Indenture.



     Section 901(5) of the Indenture provides that the Issuer and the Trustee may enter into an
indenture supplemental to the Indenture to change or eliminate any of the provisions of the
Indenture, provided that any such change or elimination shall become effective only when there is
no Security Outstanding of any series created prior to the execution of such supplemental indenture
which is entitled to the benefit of such provision. As of the date hereof, no Securities of any
series have been issued under the Indenture.



     The Company wishes to amend and restate Section 501(5) of the Indenture.



     All things necessary to make this First Supplemental Indenture a valid agreement of the
Issuer, in accordance with it terms, have been done.



     NOW THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH:



     For and in consideration of the premises and the purchase of the Securities by the holders
thereof, it is mutually covenanted and agreed, for the equal proportionate benefit of all Holders
of the Securities, as follows:



     1. Amendment and Restatement of Section 501(5).



     Section 501(5) of the Indenture is hereby amended and restated in its entirety to read as
follows:




     (5) a default under any evidence of Recourse Indebtedness of the Issuer, or under any
mortgage, indenture or other instrument of the Issuer (including a default with respect to
Securities of any series other than that series) under which there may be issued or by which
there may be secured any Recourse Indebtedness of the Issuer (or by any Subsidiary, the
repayment of which the Issuer has guaranteed or for which the Issuer is directly responsible
or liable as obligor or guarantor), whether such indebtedness now exists or shall hereafter
be created, which default shall constitute a failure to pay an aggregate principal amount
exceeding $20,000,000 of such indebtedness when due and payable after the expiration of any
applicable grace period with respect thereto and shall have resulted in such indebtedness in
an aggregate principal amount exceeding $20,000,000 becoming or being declared due and
payable prior to the date on which it would otherwise have become due and payable, without
such indebtedness having been



 









 







discharged, or such acceleration having been rescinded or annulled, within a period of
10 days after there shall have been given, by registered or certified mail, to the Issuer by
the Trustee or to the Issuer and the Trustee by the Holders of at least 25% in principal
amount of the Outstanding Securities of that series of a written notice specifying such
default and requiring the Issuer to cause such indebtedness to be discharged or cause such
acceleration to be rescinded or annulled and stating that such notice is a “Notice of
Default” hereunder; or



     2. No Other Changes.



     Except as expressly supplemented hereby, all of the terms and provisions of the Indenture
shall continue in full force and effect. All references to “Indenture” in the Indenture shall be
understood to refer to the Indenture, as supplemented by this First Supplemental Indenture.



     3. Ratification of Indenture.



     The Indenture, as supplemented by this First Supplemental Indenture, is in all respects
ratified and confirmed, and this First Supplemental Indenture shall be deemed part of the Indenture
in the manner and to the extent herein and therein provided.



     4. Governing Law.



     THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF
LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE
STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS FIRST SUPPLEMENTAL
INDENTURE.



     5. Severability.



     In case any one or more of the provisions in this First Supplemental Indenture shall be held
invalid, illegal or unenforceable, in any respect for any reason, the validity, legality and
enforceability of any such provision in every other respect and of the remaining provisions shall
not in any way be affected or impaired thereby, it being intended that all of the provisions hereof
shall be enforceable to the full extent permitted by law.



     6. Counterparts.



     All parties may sign any number of copies of this First Supplemental Indenture. Each signed
copy shall be an original, but all of them together shall represent the same agreement.



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     IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and attested, all as of
the day and year first above written.



	 	 	 	 	 	 	 	 	 
	 	 	POST APARTMENT HOMES, L.P.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Post GP Holdings, Inc.	 	 
	 	 	 	 	as General Partner	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ R. Gregory Fox	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name: R. Gregory Fox	 	 
	 

	 	 	 	 	 	Title:
Executive Vice President and 
Chief Financial Officer
	 	 






	 	 	 	 	 
	Attest:

	 	/s/ Sherry W. Cohen	 	 
	 

	 	 	 	 
	 

	 	Name: Sherry W. Cohen	 	 
	 

	 	Title: Executive Vice President and Secretary
	 	 






	 	 	 	 	 
	 	SUNTRUST BANK, ATLANTA

as Trustee

 	 
	 	By:  	/s/ B.A. Donaldson
 	 
	 	 	Name:  	B. A. Donaldson 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                                    /s/ George T. Hogan
 	 
	 	 	Name:  	George T. Hogan 	 
	 	 	Title	Vice President 	 
	 




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	STATE OF GEORGIA

	 	 	)	 	 	 
	 

	 	 	)	 	 	ss:
	COUNTY OF FULTON

	 	 	)	 	 	 






     On the 13th day of December 2000, before me personally came R. Gregory Fox, to me known, who,
being by me duly sworn, did depose and say that he or she is Executive Vice President and Chief
Financial Officer of POST GP HOLDINGS, INC., the general partner of POST APARTMENT HOMES, L.P., one
of the parties described in and which executed the foregoing instrument, and that he or she signed
his or her name thereto by authority of the Board of Directors.



{Notarial Seal}




	 	 	 	 	 
	 	 	 
	 	     /s/ Kathy McCranie
 	 
	 	Notary Public 	 
	 	
COMMISSION EXPIRES: 2/9/02 	 



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	STATE OF GEORGIA

	 	 	)	 	 	 
	 

	 	 	)	 	 	ss:
	COUNTY OF FULTON

	 	 	)	 	 	 






     On the 14th day of December 2000, before me personally came B. A. Donaldson and George T.
Hogan, to me known, each who, being by me duly sworn, did depose and say that he is a Vice
President of SunTrust Bank, one of the parties described in and which executed the foregoing
instrument, and that he signed his name thereto by authority of the Board of Directors.



{Notarial Seal}




	 	 	 	 	 
	 	 	 
	 	     /s/ [illegible]
 	 
	 	Notary Public 	 
	 	
COMMISSION EXPIRES: July 12m 2003 	 
	 




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