<PAGE>   1
                                                                   EXHIBIT 10.32

                   FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

                                      among

                           POST APARTMENT HOMES, L.P.

                            The Banks Listed Herein,

                              WACHOVIA BANK, N.A.,
                             as Administrative Agent

                                       and

                           FIRST UNION NATIONAL BANK,
                              as Syndication Agent

                                       and

                                  SUNTRUST BANK
                             as Documentation Agent

                          Dated as of January 12, 2001


<PAGE>   2

                                TABLE OF CONTENTS

                   FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

<TABLE>
<CAPTION>
                                                                                                                    Page

<S>                                                                                                                 <C>
ARTICLE I DEFINITIONS ............................................................................................     1

   SECTION 1.01. Definitions .....................................................................................     1
   SECTION 1.02. Accounting Terms and Determinations .............................................................    18
   SECTION 1.03. References ......................................................................................    19
   SECTION 1.04. Use of Defined Terms ............................................................................    19
   SECTION 1.05. Terminology .....................................................................................    19

ARTICLE II THE CREDITS ...........................................................................................    19

   SECTION 2.01. Commitments to Lend Loans .......................................................................    19
   SECTION 2.02. Method of Borrowing Loans other than Transaction Rate Loans .....................................    21
   SECTION 2.03. Money Market Loans ..............................................................................    23
   SECTION 2.04. Notes ...........................................................................................    26
   SECTION 2.05. Maturity of Loans ...............................................................................    27
   SECTION 2.06. Interest Rates ..................................................................................    28
   SECTION 2.07. Fees ............................................................................................    30
   SECTION 2.08. Optional Termination or Reduction of Commitments ................................................    31
   SECTION 2.09. Mandatory Termination of Commitments ............................................................    31
   SECTION 2.10. Optional Prepayments ............................................................................    31
   SECTION 2.11. Mandatory Prepayments ...........................................................................    32
   SECTION 2.12. General Provisions as to Payments ...............................................................    32
   SECTION 2.13. Computation of Interest and Fees ................................................................    35
   SECTION 2.14. Changes to Commitments ..........................................................................    35
   SECTION 2.15. Additional Banks and Commitments ................................................................    35

ARTICLE III CONDITIONS TO BORROWINGS .............................................................................    36

   SECTION 3.01. Conditions to First Borrowing ...................................................................    36
   SECTION 3.02. Conditions to All Borrowings ....................................................................    37

ARTICLE IV REPRESENTATIONS AND WARRANTIES ........................................................................    38

   SECTION 4.01. Partnership or Corporate Existence and Power ....................................................    38
   SECTION 4.02. Partnership or Corporate and Governmental Authorization;
                 No Contravention ................................................................................    38
   SECTION 4.03. Binding Effect ..................................................................................    38
   SECTION 4.04. Financial and Property Information ..............................................................    38
   SECTION 4.05. No Litigation ...................................................................................    39
   SECTION 4.06. Compliance with ERISA ...........................................................................    39
</TABLE>


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<TABLE>
<S>                                                                                                                   <C>
   SECTION 4.07. Compliance with Laws; Payment of Taxes ..........................................................    39
   SECTION 4.08. Subsidiaries ....................................................................................    40
   SECTION 4.09. Investment Company Act ..........................................................................    40
   SECTION 4.10. Public Utility Holding Company Act ..............................................................    40
   SECTION 4.11. Ownership of Property ...........................................................................    40
   SECTION 4.12. No Default ......................................................................................    40
   SECTION 4.13. Full Disclosure .................................................................................    40
   SECTION 4.14. Environmental Matters ...........................................................................    40
   SECTION 4.15. Partner Interests and Capital Stock .............................................................    41
   SECTION 4.16. Margin Stock ....................................................................................    41
   SECTION 4.17. Insolvency ......................................................................................    41
   SECTION 4.18. Insurance .......................................................................................    42
   SECTION 4.19. Real Estate Investment Trust ....................................................................    42

ARTICLE V COVENANTS ..............................................................................................    42

   SECTION 5.01. Information .....................................................................................    42
   SECTION 5.02. Inspection of Property, Books and Records .......................................................    43
   SECTION 5.03. Consolidated Total Secured Debt .................................................................    44
   SECTION 5.04. Ratio of Consolidated Total Debt to Consolidated Total Assets ...................................    44
   SECTION 5.05. Interest Coverage ...............................................................................    44
   SECTION 5.06. Restricted Payments .............................................................................    44
   SECTION 5.07. Consolidated Fixed Charges Coverage Ratio .......................................................    44
   SECTION 5.08. Unsecured Fixed Charges Coverage ................................................................    44
   SECTION 5.09. Unencumbered Assets .............................................................................    44
   SECTION 5.10. Investments .....................................................................................    45
   SECTION 5.11. Dissolution; Redemptions ........................................................................    45
   SECTION 5.12. Consolidations, Mergers and Sales of Assets .....................................................    45
   SECTION 5.13. Use of Proceeds .................................................................................    46
   SECTION 5.14. Compliance with Laws; Payment of Taxes ..........................................................    47
   SECTION 5.15. Insurance .......................................................................................    47
   SECTION 5.16. Change in Fiscal Year ...........................................................................    47
   SECTION 5.17. Maintenance of Property; Principal Business .....................................................    48
   SECTION 5.18. Environmental Notices ...........................................................................    48
   SECTION 5.19. Environmental Matters ...........................................................................    48
   SECTION 5.20. Environmental Release ...........................................................................    48
   SECTION 5.21. Transactions with Affiliates ....................................................................    48
   SECTION 5.22. Qualification as a Real Estate Investment Trust; General Partner ................................    48
   SECTION 5.23. Certain Covenants Concerning Subsidiaries .......................................................    49

ARTICLE VI DEFAULTS ..............................................................................................    50

   SECTION 6.01. Events of Default ...............................................................................    50
   SECTION 6.02. Notice of Default ...............................................................................    52
</TABLE>


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<TABLE>
<S>                                                                                                                   <C>
ARTICLE VII THE ADMINISTRATIVE AGENT .............................................................................    52

   SECTION 7.01. Appointment; Powers and Immunities ..............................................................    52
   SECTION 7.02. Reliance by Administrative Agent ................................................................    53
   SECTION 7.03. Defaults ........................................................................................    53
   SECTION 7.04. Rights of Administrative Agent as a Bank ........................................................    53
   SECTION 7.05. Indemnification .................................................................................    53
   SECTION 7.06. Consequential Damages ...........................................................................    54
   SECTION 7.07. Payee of Note Treated as Owner ..................................................................    54
   SECTION 7.08. Nonreliance on Administrative Agent and Other Banks .............................................    54
   SECTION 7.09. Failure to Act ..................................................................................    55
   SECTION 7.10. Resignation or Removal of Administrative Agent ..................................................    55

ARTICLE VIII CHANGE IN CIRCUMSTANCES; COMPENSATION ...............................................................    55

   SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair ........................................    55
   SECTION 8.02. Illegality ......................................................................................    56
   SECTION 8.03. Increased Cost and Reduced Return ...............................................................    56
   SECTION 8.04. Base Rate Loans or Other Euro-Dollar Loans Substituted for Affected Euro-Dollar Loans ...........    58
   SECTION 8.05. Compensation ....................................................................................    58

ARTICLE IX MISCELLANEOUS .........................................................................................    59

   SECTION 9.01. Notices .........................................................................................    59
   SECTION 9.02. No Waivers ......................................................................................    59
   SECTION 9.03. Expenses; Documentary Taxes .....................................................................    59
   SECTION 9.04. Indemnification .................................................................................    60
   SECTION 9.05. Setoff; Sharing of Setoffs ......................................................................    60
   SECTION 9.06. Amendments and Waivers ..........................................................................    61
   SECTION 9.07. No Margin Stock Collateral ......................................................................    62
   SECTION 9.08. Successors and Assigns ..........................................................................    62
   SECTION 9.09. Confidentiality .................................................................................    65
   SECTION 9.10. Representation by Banks .........................................................................    65
   SECTION 9.11. Obligations Several .............................................................................    66
   SECTION 9.12. Georgia Law .....................................................................................    66
   SECTION 9.13. Severability ....................................................................................    66
   SECTION 9.14. Interest ........................................................................................    66
   SECTION 9.15. Interpretation ..................................................................................    67
   SECTION 9.16. Waiver of Jury Trial; Consent to Jurisdiction ...................................................    67
   SECTION 9.17. Counterparts ....................................................................................    67
   SECTION 9.18. Source of Funds--ERISA ..........................................................................    67
   SECTION 9.19. No Bankruptcy Proceedings .......................................................................    67
</TABLE>


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<TABLE>
<S>               <C>
EXHIBIT A-1       Form of Syndicated Loan Note

EXHIBIT A-2       Form of Swing Loan Note

EXHIBIT A-3       Form of Money Market Loan Note

EXHIBIT B         Form of Opinion of Counsel for the Borrower and Guarantor

EXHIBIT C         Form of Opinion of Special Counsel for the Administrative Agent

EXHIBIT D         Form of Assignment and Acceptance

EXHIBIT E         Form of Notice of Borrowing

EXHIBIT F         Form of Compliance Certificate

EXHIBIT G         Form of Closing Certificate

EXHIBIT H         Form of Guaranty

EXHIBIT I         Form of Money Market Quote Request

EXHIBIT J         Form of Money Market Quote

EXHIBIT K         Form of Designation Agreement

EXHIBIT L         Form of Contribution Agreement

Schedule 4.08     Subsidiaries
</TABLE>


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<PAGE>   6

                   FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

         FIFTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 12,
2001 among POST APARTMENT HOMES, L.P., the BANKS listed on the signature pages
hereof, FIRST UNION NATIONAL BANK (formerly First Union National Bank of
Georgia), as Syndication Agent, WACHOVIA BANK, N.A. (formerly Wachovia Bank of
Georgia, N.A.), as Administrative Agent and SUNTRUST BANK, as Documentation
Agent.

         This Fifth Amended and Restated Credit Agreement is an amendment and
restatement of the Amended and Restated Credit Agreement by and among the
Borrower, Wachovia Bank of Georgia, N.A., First Union National Bank of Georgia,
SunTrust Bank, Corestates Bank, and Commerzbank AG, Atlanta Agency, as Banks,
First Union National Bank of Georgia, as Co-Agent, and Wachovia Bank of Georgia,
N.A., as Administrative Agent, dated as of April 9, 1997, as amended by First
Amendment to Amended and Restated Credit Agreement dated December 17, 1997,
Second Amendment to Amended and Restated Credit Agreement dated July 31, 1998,
as amended and restated by Second Amended and Restated Credit Agreement by and
among the Borrower, Wachovia Bank, N.A., First Union National Bank, SunTrust
Bank, Commerzbank AG, Atlanta Agency, Four Winds Funding Corporation, Bank One,
Texas, N.A., and Chase Bank of Texas, National Association, as Banks, Wachovia
Bank, N.A., as Administrative Agent, First Union National Bank, as Syndication
Agent, and SunTrust Bank, as Documentation Agent, dated as of November 20, 1998,
as amended by First Amendment to Second Amended and Restated Credit Agreement
dated February 18, 1999, as amended by Third Amended and Restated Credit
Agreement dated as of May 7, 1999, by and among the Borrower, Wachovia Bank,
N.A., First Union National Bank, SunTrust Bank, Atlanta, NationsBank, N.A.,
SouthTrust Bank, Bank One, Texas, N.A., Commerzbank, A.G., Atlanta Agency, Four
Winds Funding Corporation, Chase Bank of Texas, N.A. and PNC Bank, National
Association, as Banks, and Wachovia Bank, as Administrative Agent, as amended by
Fourth Amended and Restated Credit Agreement by and among the Borrower, Wachovia
Bank, N.A., First Union National Bank, SunTrust Bank, Bank of America, N.A.,
SouthTrust Bank, Commerzbank, A.G., New York and Cayman Branches, Bank One, NA,
Chase Bank of Texas, National Association. and PNC Bank, National Association,
as Banks, and Wachovia Bank, as Administrative Agent, First Union National Bank,
as Syndication Agent and SunTrust Bank, as Documentation Agent, dated as of
April 3, 2000, as amended by letter agreement dated as of October 4, 2000
(collectively, the "Original Agreement"), all of which are superseded hereby.

         The parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         SECTION 1.01. Definitions. The terms as defined in this Section 1.01
shall, for all purposes of this Agreement and any amendment hereto (except as
herein otherwise expressly provided or unless the context otherwise requires),
have the meanings set forth herein:


<PAGE>   7

         "Adjusted Consolidated Income Available For Debt Service" means
Consolidated Income Available For Debt Service plus Borrower's Joint Venture
Share of Consolidated Income Available For Debt Service from Joint Ventures.

         "Adjusted Consolidated Interest Expense" means Consolidated Interest
Expense plus Borrower's Joint Venture Share of interest expense of Joint
Ventures.

         "Adjusted Fixed Charges" means the sum of (A) interest expense for
Unsecured Funded Debt for the just ended Fiscal Quarter and three prior
quarters, plus (B) scheduled principal payments on such Unsecured Funded Debt
(excluding balloon payments payable at maturity ) for the Fiscal Quarter just
ended and the prior three quarters.

         "Adjusted Total Asset Value" means Consolidated Total Asset Value;
provided, that in calculating Adjusted Total Asset Value, clauses (v), (vi) and
(vii) of the definition of Consolidated Total Asset Value shall be excluded.

         "Administrative Agent" means Wachovia Bank, N.A., a national banking
association organized under the laws of the United States of America, in its
capacity as agent for the Banks hereunder, and its successors and permitted
assigns in such capacity

         "Affiliate" of any relevant Person means (i) any Person that directly,
or indirectly through one or more intermediaries, controls the relevant Person
(a "Controlling Person"), (ii) any Person (other than the relevant Person or a
Subsidiary of the relevant Person) which is controlled by or is under common
control with a Controlling Person, or (iii) any Person (other than a Subsidiary
of the relevant Person) of which the relevant Person owns, directly or
indirectly, 20% or more of the voting common stock, general partnership interest
in a general or limited partnership or equivalent equity interests in any other
Person. As used herein, the term "control" means possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of a Person, whether through the ownership of voting securities, by
contract or otherwise.

         "Agreement" means this Fifth Amended and Restated Credit Agreement,
together with all amendments and supplements hereto.

         "Applicable Margin" has the meaning set forth in Section 2.06(a).

         "Approved Unit Redemption Transactions" means the transactions in which
(i) the Borrower will organize one or more direct or indirect wholly owned
Subsidiaries (collectively the "New Subsidiaries") for the purpose of purchasing
and holding certain real and/or personal property (the "New Assets") currently
owned or controlled, directly or indirectly, by one or more Affiliates of the
Borrower and PPI (such Affiliates, together with the Persons through which such
Affiliates own or control the New Assets, being collectively referred to as the
"Sellers"); (ii) the Borrower may borrow from the Banks or will borrow from
certain other lenders, and will contribute to the New Subsidiaries, cash in an
aggregate amount not to exceed $40,000,000; (iii) the New Subsidiaries will
purchase the New Assets from the Sellers in one or more transactions for an
aggregate cash amount not to exceed $40,000,000 for all such transactions (the
"Aggregate Purchase Price"), such Aggregate Purchase Price to be determined
based on the current fair market values for the New Assets and actual
transaction costs; (iv) the Borrower will


                                        2
<PAGE>   8

redeem or otherwise acquire from certain Affiliates of the Borrower and PPI
(such Affiliates, together with the Persons through which such Affiliates own or
control the Partner Interests, being collectively referred to as the "Unit
Holders") in one or more transactions the Partner Interests having an aggregate
fair market value based on the fair market value of the Capital Stock of PPI
into which such Partner Interests may be converted or for which they may be
exchanged (referred to herein as the "Aggregate Partner Interests Value"); and
(v) in consideration for such redemption or acquisition, the Borrower shall
convey to the Unit Holders all ownership interests in the New Subsidiaries, and
certain Unit Holders shall assume (as between the New Subsidiaries and the
Borrower) and indemnify the Borrower with respect to indebtedness of the
Borrower in an aggregate amount substantially equal to the difference between
the Aggregate Purchase Price and the Aggregate Partner Interests Value.

         "Arranger" means Wachovia Securities, Inc.

         "Arranger's Letter Agreement" means that certain letter agreement,
dated as of November 20, 2000 between the Borrower, the Arranger and the
Administrative Agent relating to the structure of the Loans, and certain fees
from time to time payable by the Borrower to the Arranger and the Administrative
Agent, together with all amendments and supplements thereto.

         "Assignee" has the meaning set forth in Section 9.08(c).

         "Assignment and Acceptance" means an Assignment and Acceptance executed
in accordance with Section 9.08(c) in the form attached hereto as Exhibit D.

         "Authority" has the meaning set forth in Section 8.02.

         "Bank" means each bank listed on the signature pages hereof as having a
Commitment, and its successors and its assigns permitted hereby; provided,
however, that the term "Bank" shall exclude each Designated Bank when used in
reference to a Syndicated Loan, the Commitments or terms relating to the
Syndicated Loans and the Commitments.

         "Base Rate" means for any Base Rate Loan for any day, the rate per
annum equal to the higher as of such day of (i) the Prime Rate, or (ii) one-half
of one percent above the Federal Funds Rate. For purposes of determining the
Base Rate for any day, changes in the Prime Rate or the Federal Funds Rate shall
be effective on the date of each such change.

         "Base Rate Loan" means a Loan to be made as a Base Rate Loan pursuant
to the applicable Notice of Borrowing, Section 2.02(f), or Article VIII, as
applicable.

         "Borrower" means Post Apartment Homes, L.P., a Georgia limited
partnership and its successors and its permitted assigns.

         "Borrowing" means a borrowing hereunder consisting of (i) Syndicated
Loans made to the Borrower at the same time by all of the Banks, (ii) a Swing
Loan made to the Borrower by Wachovia or (iii) a Money Market Loan made to the
Borrower separately by one or more Banks, in each case pursuant to Article II. A
Borrowing is a "Euro-Dollar Borrowing" if such Loans are made as Euro-Dollar
Loans. A Borrowing is a "Base Rate Borrowing" if such Loan is made as a


                                       3
<PAGE>   9

Base Rate Loan. A Borrowing is a "Transaction Rate Borrowing" if such Loan is
made as a Transaction Rate Loan. A Borrowing is a "Syndicated Loan Borrowing" if
such Loans are made as Syndicated Loans. A Borrowing is a "Swing Loan Borrowing"
if such Loans are made as Swing Loans. A Borrowing is a "Money Market Borrowing"
if such Loans are made pursuant to Section 2.03. A Borrowing is a "Fixed Rate
Borrowing" if such Loans are made as Fixed Rate Loans.

         "Capital Stock" means any capital stock issued by any Person, whether
common or preferred, excluding Redeemable Preferred Stock.

         "CERCLA" means the Comprehensive Environmental Response Compensation
and Liability Act, 42 U.S.C.ss. 9601 et. seq. and its implementing regulations
and amendments.

         "CERCLIS" means the Comprehensive Environmental Response Compensation
and Liability Inventory System established pursuant to CERCLA.

         "Change in Control" shall mean the occurrence of either of the
following: (i) more than 50% of the outstanding voting common stock of PPI is
owned, directly or indirectly, by less than 6 "individuals" (as provided in
Section 542(a)(2) of the Code); or (ii) a majority of the Persons comprising the
Board of Directors of PPI shall during any 12 month period cease to serve on the
Board of Directors of PPI for any reason other than disability or death.

         "Change of Law" shall have the meaning set forth in Section 8.02.

         "Closing Certificate" has the meaning set forth in Section 3.01(e).

         "Closing Date" means January 12, 2001.

         "Code" means the Internal Revenue Code of 1986, as amended, or any
successor Federal tax code.

         "Commitment" means, with respect to each Bank, (i) the amount set forth
opposite the name of such Bank on the signature pages hereof (the aggregate
amount of all Commitments on the Closing Date being $320,000,000), and (ii) as
to any Bank which enters into any Assignment and Acceptance (whether as
transferor Bank or as Assignee thereunder), the amount of such Bank's Commitment
after giving effect to such Assignment and Acceptance, in each case as such
amount may be reduced from time to time pursuant to Sections 2.08 and 2.09 or
increased from time to time pursuant to Sections 2.14 and 2.15.

         "Compliance Certificate" has the meaning set forth in Section 5.01(c).

         "Consolidated Debt" means at any date the Debt of the Borrower and its
Consolidated Subsidiaries, determined on a consolidated basis as of such date.

         "Consolidated Fixed Charges" for any period means the sum of the
following of the Borrower and its Subsidiaries, determined on a consolidated
basis (i) Consolidated Interest Expense, plus (ii) all scheduled principal
payments (excluding balloon payments payable at maturity), plus (iii) all
preferred dividends paid or accrued (without duplication), plus (iv)


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<PAGE>   10

Borrower's Joint Venture Share of interest expense and scheduled principal
payments (excluding balloon payments payable) of Joint Ventures.

         "Consolidated Fixed Charges Coverage Ratio" means, at any date, for the
Fiscal Quarter most recently ended and the immediately preceding 3 Fiscal
Quarters, the ratio of: (i) Adjusted Consolidated Income Available For Debt
Service; to (ii) Consolidated Fixed Charges.

         "Consolidated Income Available For Debt Service" shall mean, for any
period for the Borrower or the respective Joint Ventures, as the case may be,
calculated on a consolidated basis, the sum of the following for such period for
such Person and its Subsidiaries: (i) net income (including those portions of
the earnings of such Persons' Joint Ventures actually paid in cash to such
Persons during such period, but otherwise excluding such Persons' equity in the
income and losses of such Persons' Joint Ventures) before minority interests and
extraordinary items in accordance with GAAP, plus (ii) depreciation and
amortization, plus (iii) losses from sales or from such Person's Joint Ventures,
plus (iv) increases in deferred taxes and other non-cash items, minus (v) gains
from sales or from such Persons' Joint Ventures, minus (vi) decreases in
deferred taxes and other non-cash items, plus (vii) interest expense and fees of
letters credit issued to support bonds, and plus (viii) taxes (excluding ad
valorem taxes).

         "Consolidated Income Available For Debt Service From Eligible
Properties" means Consolidated Income Available For Debt Service, but limited to
such income which is derived from Eligible Properties (other than from
Subsidiary Excluded Properties).

         "Consolidated Income Available for Distribution" means, in any calendar
year, the sum of the following for such calendar year, calculated on a
consolidated basis for the Borrower and its Subsidiaries: (i) Consolidated
Income Available For Debt Service, less (ii) Consolidated Interest Expense, and
less (iii) taxes (excluding ad valorem taxes and taxes on gains described in
clause (v) of the definition of Consolidated Income Available For Debt Service).

         "Consolidated Interest Expense" for any period means interest expensed
during such period, determined on a consolidated basis for the Borrower and its
Subsidiaries.

         "Consolidated Subsidiary" means at any date any Subsidiary or other
entity the accounts of which, in accordance with GAAP, would be consolidated
with those of the Borrower in its consolidated financial statements as of such
date.

         "Consolidated Total Asset Value" means the sum of:

                  (i)      the quotient of (x) the Net Operating Income for the
         12 month period ending on the last day of the month just ended prior to
         the date of determination, from each Property which either was on
         average at least 90% Economically Occupied during, or with respect to
         which the Construction Period Termination Date occurred prior to the
         commencement of, such 12 month period, divided by (y) 0.0875; provided,
         that if a Property satisfies the criteria set forth in both this clause
         (i) and in clause (ii) below, it shall be included in the calculations
         only in clause (ii) below; plus

                  (ii)     an amount equal to the quotient of (x) 400% of the
         Net Operating Income for the 3 month period ending on the last day of
         the month just ended prior to the date of


                                       5
<PAGE>   11

         determination, from each Property with respect to which the
         Construction Period Termination Date did not occur prior to the
         commencement of the 12 month period ending on the last day of the month
         just ended prior to the date of determination, divided by (y) 0.0875;
         plus

                  (iii)    an amount equal to 100% of the aggregate amount of
         cash expenditures (including indirect costs internally allocated in
         accordance with GAAP) as of the last day of the month just ended prior
         to the date of determination on all Properties as to which the
         Construction Period Termination Date has not occurred as of such last
         day of the month just ended; plus

                  (iv)     an amount equal to 100% of all unrestricted cash and
         cash equivalents held by the Borrower and its Subsidiaries, including
         amounts on deposit with banks or other financial institutions and
         Investments of the types described in clause (A) of Section 5.10,
         provided, with respect to Investments described in clause (A)(iv), that
         such Investments are readily marketable; plus

                  (v)      the quotient of (x) the Joint Venture Share of the
         net operating income for the 12 month period ending on the last day of
         the month just ended prior to the date of determination, from each
         Joint Venture Property which either was on average at least 90%
         Economically Occupied during, or with respect to which the Construction
         Period Termination Date occurred prior to the commencement of, such 12
         month period, divided by (y) 0.0875; plus

                  (vi)     an amount equal to the Joint Venture Share of the
         aggregate amount of the quotient of (x) 400% of the net operating
         income for the 3 month period ending on the last day of the month just
         ended prior to the date of determination, from each Joint Venture
         Property with respect to which the Construction Period Termination Date
         did not occur prior to the commencement of the 12 month period ending
         on the last day of the month just ended prior to the date of
         determination, divided by (y) 0.0875; plus

                  (vii)    an amount equal to the Joint Venture Share of the
         aggregate amount of cash expenditures (including indirect costs
         internally allocated in accordance with GAAP) as of the last day of the
         month just ended prior to the date of determination on each Joint
         Venture Property as to which the Construction Period Termination Date
         has not occurred as of such last day of the month just ended.

         "Consolidated Total Assets" shall mean (i) all Undepreciated Real
Estate Assets plus (ii) all other tangible assets of the Borrower and its
Subsidiaries.

                  "Consolidated Total Debt" shall mean ( i ) the total
liabilities of the Borrower, its Subsidiaries and the Guarantors (without
duplication), on a consolidated basis (excluding liabilities on account of
dividends which have been declared but not paid), plus (ii) the aggregate amount
of Debt Guaranteed by the Borrower, the Guarantors and the other Subsidiaries
(other than the debt of any of them), plus (iii) the Borrower's Joint Venture
Share of the aggregate amount of Debt of all Joint Ventures, less (iv) the
aggregate amount of all tenant deposits which are maintained in segregated
accounts, and the Joint Venture Share of such amounts reflected on


                                       6
<PAGE>   12

the Joint Ventures' balance sheets, and classified as restricted cash in
accordance with GAAP, and less (v) amounts maintained in escrow deposits with
banks or other financial institutions for payment of real estate property taxes
reflected on PPI's consolidated balance sheet, and the Joint Venture Share of
such amounts reflected on the Joint Ventures' balance sheets, reflected as
restricted cash in accordance with GAAP at the end of the most recent Fiscal
Quarter.

         "Consolidated Total Secured Debt" shall mean, without duplication, all
Debt of the Borrowers, its Subsidiaries and the Guarantors, and the Joint
Venture Share of Debt of Joint Ventures, in each case consisting of: (i)
capitalized leases; (ii) money borrowed or the deferred purchase price of real
property which is also secured by a Mortgage on any real property owned by the
Borrower, its Subsidiaries, any Guarantor or any Joint Venture; or (iii) Debt of
the type described in clause (vii) of the definition thereof arising from
letters of credit issued in support of Debt whose reimbursement obligations are
secured by a Mortgage on any real property owned by the Borrower, its
Subsidiaries, any Guarantor or any Joint Venture.

         "Construction Period Termination Date" means, with respect to
construction of Properties and Joint Venture Properties, the date which is 3
months after the issuance of a permanent certificate of occupancy for the last
unit of such Property or Joint Venture Property.

         "Contribution Agreement" means the Contribution Agreement in
substantially the form of Exhibit L to be executed by the Borrower, PPI and any
Significant Subsidiary which becomes a Guarantor.

         "Controlled Group" means all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under
common control which, together with the Borrower, are treated as a single
employer under Section 414 of the Code.

         "Current Maturities of Long-Term Debt" means all payments in respect of
Long-Term Debt (other than Debt under this Agreement) that are required to be
made within one year from the date of determination, whether or not the
obligation to make such payments would constitute a current liability of the
obligor under GAAP, excluding, however, any such payment required to be made on
the ultimate maturity date of such Debt.

         "Debt" of any Person means at any date, without duplication, ( i ) all
obligations of such Person for borrowed money, (ii) all obligations of such
Person evidenced by bonds, debentures, notes or other similar instruments, (iii)
all obligations of such Person to pay the deferred purchase price of property or
services, except trade accounts payable arising in the ordinary course of
business, (iv) all obligations of such Person as lessee under capital leases,
(v) all obligations of such Person to reimburse any bank or any other Person in
respect of amounts payable under a banker's acceptance, (vi) all Redeemable
Preferred Stock of such Person (in the event such Person is a corporation),
(vii) all obligations of such Person (other than amounts which are fully cash
collateralized) to reimburse any bank or other Person in respect of amounts paid
under a letter of credit or similar instrument issued to assure the payment of
Debt (but while such reimbursement obligation remains contingent due to there
having been no presenting and honoring of a draft under any such letter of
credit or similar instrument, only the principal component of the underlying
Debt shall be included as Debt under this clause (vii)), (viii) all Debt of
others secured by a Lien on any asset of such Person, whether or not such Debt
is


                                       7
<PAGE>   13

assumed by such Person, and (ix) all Debt of others Guaranteed by such Person;
provided, however, that the term Debt shall not include (A) any such obligations
to the extent such obligations have been in substance defeased in accordance
with GAAP, or (B) obligations under Redeemable Preferred Stock to the extent
that any sinking fund payments have been made in connection therewith.

         "Debt Rating" means at any time whichever is the higher of the rating
of the Borrower's senior unsecured, unenhanced debt (or, if no such debt exists,
its prospective or implied credit rating for debt of such type) by Moody's
Investor Service or Standard and Poor's (as such rating may change from time to
time) or if only one of them rates the Borrower's senior unsecured, unenhanced
debt (or, if no such debt exists, has in effect a prospective or implied rating
for such debt), such rating.

         "Default" means any condition or event which constitutes an Event of
Default or which with the giving of notice or lapse of time or both would,
unless cured or waived, become an Event of Default.

         "Default Rate" means, with respect to any Loan, on any day, the sum of
2% plus the then highest interest rate (after giving effect to the Applicable
Margin) which may be applicable to any Loans hereunder.

         "Designated Bank" means a special purpose corporation sponsored by its
Designating Bank that is identified as such on the signature pages hereto next
to the caption "Designated Bank" as well as each special purpose corporation
sponsored by its Designating Bank that (i) shall have become a party to this
Agreement pursuant to Section 9.08(g), and (ii) is not otherwise a Bank.

         "Designated Bank Note" means a Money Market Loan Note, evidencing the
obligation of the Borrower to repay Money Market Loans made by a Designated
Bank, and "Designated Bank Notes" means any and all such Money Market Loan Notes
to Designated Banks issued hereunder.

         "Designating Bank" shall mean each Bank that is identified as such on
the signature pages hereto next to the caption "Designating Bank" and
immediately above the signature of its Designated Bank as well as each Bank that
shall designate a Designated Bank pursuant to Section 9.08(g).

         "Designation Agreement" means a designation agreement in substantially
the form of Exhibit K, entered into by a Bank and a Designated Bank and
acknowledged by the Borrower and the Administrative Agent.

         "Dollars" or "$" means dollars in lawful currency of the United States
of America.

         "Domestic Business Day" means any day except a Saturday, Sunday or
other day on which commercial banks in Georgia are authorized by law to close.

         "Economically Occupied" means, with respect to any Property or Joint
Venture Property and in reference to a specified percentage, that tenants paying
rental obligations are occupying at


                                       8
<PAGE>   14

least the specified percentage of the total number of units at such Property or
Joint Venture Property, as the case may be.

         "Eligible Property" means a Property of the Borrower or any Subsidiary
(other than Subsidiary Excluded Properties) consisting of real estate as to
which there is no Mortgage in existence encumbering such Property and as to
which the Borrower or such Subsidiary holds 100% of the fee title, leasehold
interest or right to use or occupy such property.

         "Environmental Authority" means any foreign, federal, state, local or
regional government that exercises any form of jurisdiction or authority under
any Environmental Requirement.

         "Environmental Authorizations" means all licenses, permits, orders,
approvals, notices, registrations or other legal prerequisites for conducting
the business of the Borrower or any Subsidiary required by any Environmental
Requirement.

         "Environmental Judgments and Orders" means all judgments, decrees or
orders arising from or in any way associated with any Environmental
Requirements, whether or not entered upon consent, or written agreements with an
Environmental Authority or other entity arising from or in any way associated
with any Environmental Requirement, whether or not incorporated in a judgment,
decree or order.

         "Environmental Liabilities" means any liabilities, whether accrued,
contingent or otherwise, arising from and in any way associated with any
Environmental Requirements.

         "Environmental Notices" means notice from any Environmental Authority
or by any other person or entity, of possible or alleged noncompliance with or
liability under any Environmental Requirement, including without limitation any
complaints, citations, demands or requests from any Environmental Authority or
from any other person or entity for correction of any violation of any
Environmental Requirement or any investigations concerning any violation of any
Environmental Requirement.

         "Environmental Proceedings" means any judicial or administrative
proceedings arising from or in any way associated with any Environmental
Requirement.

         "Environmental Releases" means releases as defined in CERCLA or under
any applicable state or local environmental law or regulation.

         "Environmental Requirements" means any legal requirement relating to
health, safety or the environment and applicable to the Borrower, any Subsidiary
or the Properties, including but not limited to any such requirement under
CERCLA or similar state legislation and all federal, state and local laws,
ordinances, regulations, orders, writs, decrees and common law, including
without limitation, the Superfund Amendments and Reauthorization Act, the
Federal Water Pollution Control Act of 1972, the Clean Air Act, the Clean Water
Act, the Resource Conservation and Recovery Act of 1976 (including the Hazardous
and Solid Waste Amendments thereto), the Federal Solid Waste Disposal Act, the
Toxic Substances Control Act, the Federal Insecticide, Fungicide and Rodenticide
Act, or the Federal Occupational Safety and Health Act of 1970, each as amended.


                                       9
<PAGE>   15

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, or any successor law. Any reference to any provision
of ERISA shall also be deemed to be a reference to any successor provision or
provisions thereof.

         "Euro-Dollar Business Day" means any Domestic Business Day on which
dealings in Dollar deposits are carried out in the London interbank market.

         "Euro-Dollar Loan" means a Syndicated Loan to be made as a Euro-Dollar
Loan pursuant to the applicable Notice of Borrowing.

         "Euro-Dollar Reserve Percentage" means, for any Bank which is a member
bank of the Federal Reserve System, on any day that percentage (expressed as a
decimal) which is in effect on such day, as prescribed by the Board of Governors
of the Federal Reserve System (or any successor) for determining the reserve
requirement for such Bank in respect of "Eurocurrency liabilities" (or in
respect of any other category of liabilities which includes deposits by
reference to which the interest rate on Euro-Dollar Loans is determined or any
category of extensions of credit or other assets which includes loans by a
non-United States office of any Bank to United States residents).

         "Event of Default" has the meaning set forth in Section 6.01.

         "Executive Officer" means any of the following officers of the General
Partner: the Chairman, the President, the Chief Financial Officer, the Chief
Accounting Officer, the Senior Vice President-Capital Markets and the Secretary.

         "Federal Funds Rate" means, for any day, the rate per annum (rounded
upward, if necessary, to the next higher 1/100th of 1%) equal to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Domestic Business Day
next succeeding such day, provided that (i) if the day for which such rate is to
be determined is not a Domestic Business Day, the Federal Funds Rate for such
day shall be such rate on such transactions on the next preceding Domestic
Business Day as so published on the next succeeding Domestic Business Day, and
(ii) if such rate is not so published for any day, the Federal Funds Rate for
such day shall be the average rate charged to the Administrative Agent on such
day on such transactions, as determined by the Administrative Agent.

         "Fiscal Quarter" means any fiscal quarter of the Borrower.

         "Fiscal Year" means, with reference to PPI, any fiscal year of PPI, and
with reference to the Borrower, any fiscal year of the Borrower.

         "Fixed Rate Borrowing" means a Euro-Dollar Borrowing, a Transaction
Rate Borrowing or a Money Market Borrowing, or any or all of them, as the
context requires.

         "Fixed Rate Loan" means any Euro-Dollar Loan, Transaction Rate Loan or
Money Market Loan, or any or all of them, as the context shall require.


                                       10
<PAGE>   16

         "Funded Debt" means, without duplication, Long-Term Debt plus Current
Maturities of Long-Term Debt of the Borrower and the Subsidiaries.

         "GAAP" means generally accepted accounting principles applied on a
basis consistent with those which, in accordance with Section 1.02, are to be
used in making the calculations for purposes of determining compliance with the
terms of this Agreement.

         "GP Sub" means Post GP Holdings, Inc., a Georgia corporation which is a
Wholly Owned Subsidiary of PPI, the General Partner and the owner of a 1%
general partner interest in the Borrower as of the Closing Date.

         "General Partner" means the sole general partner of the Borrower
(which, on the Closing Date, is GP Sub) or, if there is more than one such
general partner, the managing general partner of the Borrower.

         "Guarantee" by any Person means any obligation, contingent or
otherwise, of such Person directly or indirectly guaranteeing any Debt or other
obligation of any other Person and, without limiting the generality of the
foregoing, any obligation, direct or indirect, contingent or otherwise, of such
Person (i) to secure, purchase or pay (or advance or supply funds for the
purchase or payment of) such Debt or other obligation (whether arising by virtue
of partnership arrangements, by agreement to keep-well, to purchase assets,
goods, securities or services, to provide collateral security, to take-or-pay,
or to maintain financial statement conditions or otherwise) or (ii) entered into
for the purpose of assuring in any other manner the obligee of such Debt or
other obligation of the payment thereof or to protect such obligee against loss
in respect thereof (in whole or in part), provided that the term Guarantee shall
not include endorsements for collection or deposit in the ordinary course of
business. The term "Guarantee" used as a verb has a corresponding meaning.

         "Guarantors" means, individually and collectively, as the context shall
require: (i) PPI; (ii) any Significant Subsidiary which becomes a Guarantor
pursuant to Section 5.23(d); and (iii) any other Subsidiary which elects to
become a Guarantor pursuant to the last sentence of Section 5.23(d).

         "Guaranty" means the Guaranty Agreement of even date herewith in
substantially the form of Exhibit "H" to be executed by PPI and any Significant
Subsidiary or other Subsidiary which becomes a Guarantor, unconditionally
guaranteeing payment of the Loans, the Notes and all other obligations of the
Borrower to the Administrative Agent, the Syndication Agent, the Documentation
Agent and the Banks hereunder, including without limitation all principal,
interest, fees, costs, and compensation and indemnification amounts.

         "Hazardous Materials" includes, without limitation, (a) solid or
hazardous waste, as defined in the Resource Conservation and Recovery Act of
1980, 42 U.S.C. ss. 6901 et seq. and its implementing regulations and
amendments, or in any applicable state or local law or regulation, (b)
"hazardous substance", "pollutant", or "contaminant" as defined in CERCLA, or in
any applicable state or local law or regulation, (c) gasoline, or any other
petroleum product or by-product, including, crude oil or any fraction thereof,
or (d) pesticides, as defined in the


                                       11
<PAGE>   17

Federal Insecticide, Fungicide, and Rodenticide Act of 1975, or in any
applicable state or local law or regulation, as each such Act, statute or
regulation may be amended from time to time.

         "Interest Period" means: (1) with respect to each Euro-Dollar
Borrowing, the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the first, second, third or sixth month
thereafter, as the Borrower may elect in the applicable Notice of Borrowing;
provided that:

                  (a) any Interest Period (subject to paragraph (c) below) which
         would otherwise end on a day which is not a Euro-Dollar Business Day
         shall be extended to the next succeeding Euro-Dollar Business Day
         unless such Euro-Dollar Business Day falls in another calendar month,
         in which case such Interest Period shall end on the next preceding
         Euro-Dollar Business Day;

                  (b) any Interest Period which begins on the last Euro-Dollar
         Business Day of a calendar month (or on a day for which there is no
         numerically corresponding day in the appropriate subsequent calendar
         month) shall, subject to paragraph (c) below, end on the last
         Euro-Dollar Business Day of the appropriate subsequent calendar month;
         and

                  (c) no Interest Period may be selected which begins before the
         Termination Date and would otherwise end after the Termination Date.

(2) with respect to each Base Rate Borrowing, the period commencing on the date
of such Borrowing and ending 30 days thereafter (or any lesser number of days
ending on the Termination Date); provided that:

                  (a) any Interest Period (subject to paragraph (b) below) which
         would otherwise end on a day which is not a Domestic Business Day shall
         be extended to the next succeeding Domestic Business Day; and

                  (b) no Interest Period which begins before the Termination
         Date and would otherwise end after the Termination Date may be
         selected.

(3) with respect to each Transaction Rate Borrowing, any period up to 14 days
mutually agreeable to the Borrower and Wachovia which ends on or prior to the
Termination Date.

(4) with respect to each Money Market Borrowing, the period commencing on the
date of such Borrowing and ending on the Stated Maturity Date or such other date
or dates as may be specified in the applicable Money Market Quote; provided
that:

                  (c) any Interest Period (subject to clause (b) below) which
         would otherwise end on a day which is not a Domestic Business Day shall
         be extended to the next succeeding Domestic Business Day; and

                  (d) no Interest Period may be selected which begins before the
         Termination Date and would otherwise end after the Termination Date.


                                       12
<PAGE>   18

         "Investment" means any investment in any Person, whether by means of
purchase or acquisition of obligations or securities of such Person, capital
contribution to such Person, loan or advance to such Person, making of a time
deposit with such Person, Guarantee or assumption of any obligation of such
Person or otherwise.

         "Joint Venture" means a Person (i) whose primary business is the
development or ownership of multi-family properties, (ii) in which the Borrower
or any of its Consolidated Subsidiaries owns a legal and beneficial ownership
interest and (iii) whose accounts at any date are not consolidated with those of
the Borrower in its consolidated financial statements as of such date in
accordance with GAAP.

         "Joint Venture Property" means a real property owned, leased or
otherwise used or occupied by a Joint Venture, wherever located.

         "Joint Venture Share" means, with respect to any Joint Venture, the
percentage of legal and beneficial ownership interest in such Joint Venture held
by PPI or by any of its Consolidated Subsidiaries.

         "LP Sub" means Post LP Holdings, Inc., a Georgia corporation which is a
Wholly Owned Subsidiary of PPI, and the owner (as of the Closing Date) of a
majority of the limited partnership interests in the Borrower.

         "Lending Office" means, as to each Bank, its office located at its
address set forth on the signature pages hereof (or identified on the signature
pages hereof as its Lending Office) or such other office as such Bank may
hereafter designate as its Lending Office by notice to the Borrower and the
Administrative Agent.

         "Lien" means, with respect to any asset, any mortgage, deed to secure
debt, deed of trust, lien, pledge, charge, security interest, security title, or
preferential arrangement which has the practical effect of constituting any of
the foregoing in respect of such asset to secure or assure payment of a Debt or
a Guarantee, whether by consensual agreement or by operation of statute or other
law, or by any agreement, contingent or otherwise, to provide any of the
foregoing. For the purposes of this Agreement, the Borrower or any Subsidiary
shall be deemed to own subject to a Lien any asset which it has acquired or
holds subject to the interest of a vendor or lessor under any conditional sale
agreement, capital lease or other title retention agreement relating to such
asset.

         "Liquidity Bank" means for any Designated Bank, at any date of
determination, the collective reference to the financial institutions which at
such date are providing liquidity or credit support facilities to or for the
account of such Designated Bank to fund such Designated Bank's obligations
hereunder or to support the securities, if any, issued by such Designated Bank
to fund such obligations.

         "Loans" means, as the context shall require, either (i) Syndicated
Loans, which may be either Base Rate Loans or Euro-Dollar Loans made pursuant to
the terms and conditions set forth in Section 2.01(a), (ii) Swing Loans, which
may be either Base Rate Loans or Transaction Rate Loans made pursuant to the
terms and conditions set forth in Section 2.01(b) or (iii) Money Market Loans
made pursuant to the terms and conditions set forth in 2.03.


                                       13
<PAGE>   19

         "Loan Documents" means this Agreement, the Notes, the Guaranty, any
other document evidencing, relating to or securing the Loans, and any other
document or instrument delivered from time to time in connection with this
Agreement, the Notes or the Loans, as such documents and instruments may be
amended or supplemented from time to time.

         "London Interbank Offered Rate" has the meaning set forth in Section
2.06(c).

         "Long-Term Debt" means at any date any Consolidated Debt which matures
(or the maturity of which may at the option of the Borrower or any Subsidiary be
extended such that it matures) more than one year after such date.

         "Margin Stock" means "margin stock" as defined in Regulations T, U or
X.

         "Material Adverse Effect" means, with respect to any event, act,
condition or occurrence of whatever nature (including any adverse determination
in any litigation, arbitration, or governmental investigation or proceeding),
whether singly or in conjunction with any other event or events, act or acts,
condition or conditions, occurrence or occurrences, whether or not related, a
material adverse change in, or a material adverse effect upon, any of (a) the
financial condition, operations, business or properties of PPI, the Borrower,
and the Consolidated Subsidiaries taken as a whole, (b) the rights and remedies
of the Administrative Agent or the Banks under the Loan Documents, or the
ability of the Borrower to perform its obligations under the Loan Documents to
which it is a party, as applicable, or (c) the legality, validity or
enforceability of any Loan Document.

         "Maximum Commitment" has the meaning set forth in Section 2.14.

         "Minority Interests" shall mean the minority interests of unit holders
as shown on the then most recently available Form 10-K or 10-Q of PPI.

         "Money Market Borrowing Date" has the meaning specified in Section
2.03.

         "Money Market Loan Notes" means the promissory notes of the Borrower,
substantially in the form of Exhibit A-3, including any Designated Bank Notes,
evidencing the obligation of the Borrower to repay the Money Market Loans,
together with all amendments, consolidations, modifications, renewals and
supplements thereto.

         "Money Market Loans" means Loans made pursuant to the terms and
conditions set forth in Section 2.03.

         "Money Market Quote" has the meaning specified in Section 2.03.

         "Money Market Quote Request" has the meaning specified in Section
2.03(b).

         "Money Market Rate" has the meaning specified in Section
2.03(c)(ii)(C).

         "Mortgage" means a mortgage, deed to secure debt, deed of trust or
similar instrument.

         "Multiemployer Plan" shall have the meaning set forth in Section
4001(a)(3) of ERISA.


                                       14
<PAGE>   20
         "Net Operating Income" means, for any Property, the portion of
Consolidated Income Available For Debt Service derived from such Property.

         "Notes" means the Syndicated Loan Notes, the Swing Loan Note or Money
Market Loan Notes, or any one, or more, or all of them, as the context shall
require.

         "Notice of Borrowing" has the meaning set forth in Section 2.02.

         "Original Agreement" has the meaning set forth in the preamble hereto.

         "Original Notes" means the Notes executed and delivered pursuant to the
Original Agreement.

         "Participant" has the meaning set forth in Section 9.08(b).

         "Partner Interests" means any partner interests in the Borrower,
whether limited or general.

         "PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

         "Performance Pricing Determination Date" has the meaning set forth in
Section 2.06(a).

         "Person" means an individual, a corporation, a partnership, an
unincorporated association, a trust or any other entity or organization,
including, but not limited to, a government or political subdivision or an
agency or instrumentality thereof.

         "Plan" means at any time an employee pension benefit plan which is
covered by Title IV of ERISA or subject to the minimum funding standards under
Section 412 of the Code and is either (i) maintained by a member of the
Controlled Group for employees of any member of the Controlled Group or (ii)
maintained pursuant to a collective bargaining agreement or any other
arrangement under which more than one employer makes contributions and to which
a member of the Controlled Group is then making or accruing an obligation to
make contributions or has within the preceding 5 plan years made contributions.

         "PPI" means Post Properties, Inc., a Georgia corporation, and its
successors and assigns.

         "Prime Rate" refers to that interest rate so denominated and set by
Wachovia from time to time as an interest rate basis for borrowings. The Prime
Rate is but one of several interest rate bases used by Wachovia. Wachovia lends
at interest rates above and below the Prime Rate.

         "Properties" means all real property owned, leased or otherwise used or
occupied by the Borrower, the Guarantors or any Subsidiary, wherever located.

         "Recourse Mortgage" means a Mortgage which does not by its terms
exculpate the mortgagor or grantor from personal liability with respect to the
Debt secured by such Mortgage (other than customary limitations and exceptions
as to such exculpation).


                                       15
<PAGE>   21

         "Redeemable Preferred Stock" of any Person means any preferred stock
issued by such Person which is at any time prior to the Termination Date either
(i) mandatorily redeemable (by sinking fund or similar payments or otherwise) or
(ii) redeemable at the option of the holder thereof.

         "Refunding Loan" means a new Loan made on the day on which an
outstanding Loan is maturing or a Base Rate Borrowing is being converted to a
Euro-Dollar Borrowing or a Transaction Rate Borrowing, if and to the extent that
the proceeds thereof are used entirely for the purpose of paying such maturing
Loan or Loan being converted, excluding any difference between the amount of
such maturing Loan or Loan being converted and any greater amount being borrowed
on such day and actually either being made available to the Borrower pursuant to
Section 2.02(c) or remitted to the Administrative Agent as provided in Section
2.12, in each case as contemplated in Section 2.02(d).

         "Regulation T" means Regulation T of the Board of Governors of the
Federal Reserve System, as in effect from time to time, together with all
official rulings and interpretations issued thereunder.

         "Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System, as in effect from time to time, together with all
official rulings and interpretations issued thereunder.

         "Regulation X" means Regulation X of the Board of Governors of the
Federal Reserve System, as in effect from time to time, together with all
official rulings and interpretations issued thereunder.

         "Required Banks" means at any time Banks having at least 66 2/3% of the
aggregate amount of the Commitments or, if the Commitments are no longer in
effect, Banks holding at least 66 2/3% of the aggregate outstanding principal
amount of the sum of the (i) Syndicated Loans and (ii) Money Market Loans.

         "Restricted Payment" means (i) any distribution on any Partner
Interests (other than distributions consisting solely of additional Partner
Interests) or (ii) any payment on account of the purchase, redemption,
retirement or acquisition of (a) any Partner Interests or (b) any option,
warrant or other right to acquire Partner Interests.

         "Significant Subsidiary" means any Subsidiary (other than GP Sub or LP
Sub) which either (x) has assets which constitute more than 5% of Consolidated
Total Assets at the end of the most recent Fiscal Quarter, or (y) contributed
more than 5% of Consolidated Income Available For Debt Service during the most
recent Fiscal Quarter and the 3 Fiscal Quarters immediately preceding such
Fiscal Quarter (or, with respect to any Subsidiary which existed during the
entire 4 Fiscal Quarter period but was acquired by the Borrower during such
period, which would have contributed more than 5% of Consolidated Income
Available For Debt Service during such period had it been a Subsidiary for the
entire period).

         "Stated Maturity Date" means, with respect to any Money Market Loans,
the Stated Maturity Date therefor specified by the Bank in the applicable Money
Market Quote.


                                       16
<PAGE>   22

         "Subsidiary" means (i) any corporation or other entity (other than the
Borrower) the majority of the shares of the non-voting capital stock or other
equivalent ownership interests of which (except directors' qualifying shares)
are at the time directly or indirectly owned by the Borrower and/or PPI, and the
majority of the shares of the voting capital stock or other equivalent ownership
interests of which (except directors' qualifying shares) are at the time
directly or indirectly owned by the Borrower, PPI, another Subsidiary, and/or
one or more of John A. Williams and John T. Glover (or, in the event of death or
disability of either of the foregoing individuals, his respective legal
representative(s)), or such individuals' successors in office as an officer of
such Subsidiary or the Secretary of such Subsidiary, and (ii) any other entity
(other than PPI or the Borrower) the accounts of which are consolidated with the
accounts of the Borrower.

         "Subsidiary Excluded Properties" means, with respect to any Subsidiary
of the Borrower that (i) owns one or more Properties that are secured by a
Recourse Mortgage on such Property or Properties, and (ii) has not executed and
delivered to the Administrative Agent a joinder agreement with respect to the
Guaranty and the other items described in clauses (x), (y) and (z) of Section
5.23(d), any other Properties of such Subsidiary that would otherwise have
constituted Eligible Properties as provided in this Agreement.

         "Swing Loan" means a Loan made by Wachovia pursuant to Section 2.01(b),
which must be a Base Rate Loan or a Transaction Rate Loan.

         "Swing Loan Note" means the promissory note of the Borrower,
substantially in the form of Exhibit A-2, evidencing the obligation of the
Borrower to repay the Swing Loans, together with all amendments, consolidations,
modifications, renewals, and supplements thereto.

         "Syndicated Loan Notes" means the promissory notes of the Borrower,
substantially in the form of Exhibit A-1, evidencing the obligation of the
Borrower to repay Syndicated Loans, together with all amendments,
consolidations, modifications, renewals and supplements thereto.

         "Taxes" has the meaning set forth in Section 2.12(c).

         "Termination Date" means whichever is applicable of (i) April 30, 2004,
or such later date to which it is extended by the Banks pursuant to Section
2.05(b) or (ii) any earlier date which constitutes the Termination Date pursuant
to the provisions of and under the circumstances contained in Sections 2.08 or
2.09.

         "Third Parties" means all lessees, sublessees, licensees and other
users of the Properties, excluding those users of the Properties in the ordinary
course of the Borrower's business.

         "Total Unencumbered Asset Value" means Adjusted Total Asset Value of
Eligible Properties (other than Subsidiary Excluded Properties), but with
respect to clause (iii) of Consolidated Total Asset Value shall be amended by
replacing 100% with 50%.

         "Transaction Rate" has the meaning set forth in Section 2.01(b)(ii).

         "Transaction Rate Loan" means a Swing Loan to be made as a Transaction
Rate Loan pursuant to Section 2.01(b).


                                       17
<PAGE>   23

         "Transaction Rate Request" has the meaning set forth in Section
2.01(b)(ii).

         "Transferee" has the meaning set forth in Section 9.08(d).

         "Undepreciated Real Estate Assets" shall mean the cost (original cost
plus capital improvements, if any) of real estate assets of the Borrower and its
Subsidiaries, before depreciation and amortization, in accordance with GAAP.

         "Unfunded Vested Liabilities" means, with respect to any Plan at any
time, the amount (if any) by which (i) the present value of all vested
nonforfeitable benefits under such Plan exceeds (ii) the fair market value of
all Plan assets allocable to such benefits, all determined as of the then most
recent valuation date for such Plan, but only to the extent that such excess
represents a potential liability of a member of the Controlled Group to the PBGC
or the Plan under Title IV of ERISA.

         "Unsecured Funded Debt" means any Funded Debt which is not secured by a
Mortgage on any Property.

         "Unused Commitment" means at any date, with respect to any Bank, an
amount equal to its Commitment less the aggregate outstanding principal amount
of its Syndicated Loans (but not, with respect to Wachovia, its Swing Loans, or
with respect to any Bank, its Money Market Loans).

         "Wachovia" means Wachovia Bank, N.A., a national banking association,
and its successors.

         "Wholly Owned Subsidiary" means any Subsidiary all of the shares of the
non-voting capital stock or other equivalent ownership interests of which
(except directors' qualifying shares) are at the time directly or indirectly
owned by the Borrower and/or PPI, and all of the shares of the voting capital
stock or other equivalent ownership interests of which are at the time directly
or indirectly owned by the Borrower, PPI, another Wholly Owned Subsidiary,
and/or one or more of John A. Williams and John T. Glover (or, in the event of
death or disability of either of the foregoing individuals, his respective legal
representative(s)), or such individuals' successors in office as an officer of
such Subsidiary or the Secretary of such Subsidiary.

         SECTION 1.02.     Accounting Terms and Determinations. Unless otherwise
specified herein, all terms of an accounting character used herein shall be
interpreted, all accounting determinations hereunder shall be made, and all
financial statements required to be delivered hereunder shall be prepared, in
accordance with GAAP, applied on a basis consistent (except for changes
concurred in by PPI's independent public accountants or otherwise required by a
change in GAAP) with the most recent audited consolidated financial statements
of PPI or the Borrower and its Consolidated Subsidiaries, as applicable,
delivered to the Banks unless with respect to any such change concurred in by
PPI's independent public accountants or required by GAAP, in determining
compliance with any of the provisions of this Agreement or any of the other Loan
Documents: (i) the Borrower shall have objected to determining such compliance
on such basis at the time of delivery of such financial statements, or (ii) the
Required Banks shall so object in writing within 30 days after the delivery of
such financial statements, in either of which events such calculations shall be
made on a basis consistent with those used in the preparation of the


                                       18
<PAGE>   24

latest financial statements as to which such objection shall not have been made
(which, if objection is made in respect of the first financial statements
delivered under Section 5.01 hereof, shall mean the financial statements
referred to in Section 4.04).

         SECTION 1.03.     References. Unless otherwise indicated, references in
this Agreement to "Articles", "Exhibits", "Schedules", "Sections" and other
Subdivisions are references to articles, exhibits, schedules, sections and other
subdivisions hereof.

         SECTION 1.04.     Use of Defined Terms. All terms defined in this
Agreement shall have the same defined meanings when used in any of the other
Loan Documents, unless otherwise defined therein or unless the context shall
require otherwise.

         SECTION 1.05.     Terminology. All personal pronouns used in this
Agreement, whether used in the masculine, feminine or neuter gender, shall
include all other genders; the singular shall include the plural, and the plural
shall include the singular. Titles of Articles and Sections in this Agreement
are for convenience only, and neither limit nor amplify the provisions of this
Agreement.

                                   ARTICLE II

                                   THE CREDITS

         SECTION 2.01.     Commitments to Lend Loans Loans. Each Bank severally
agrees, on the terms and conditions set forth herein, to make Syndicated Loans
to the Borrower from time to time before the Termination Date; provided that,
immediately after each such Syndicated Loan is made,

                  (i)      the aggregate principal amount of Syndicated Loans by
         such Bank shall not exceed the amount of its Commitment, and

                  (ii)     the aggregate outstanding amount of all Syndicated
         Loans, Swing Loans and Money Market Loans shall not exceed the
         aggregate amount of the Commitments.

Each Syndicated Loan Borrowing under this Section shall be in an aggregate
principal amount of $5,000,000 or any larger multiple of $250,000 (except that
any such Syndicated Loan Borrowing may be in the aggregate amount of the Unused
Commitments) and shall be made from the several Banks ratably in proportion to
their respective Commitments. Within the foregoing limits, the Borrower may
borrow under this Section, repay or, to the extent permitted by Section 2.10,
prepay Syndicated Loans and reborrow under this Section at any time before the
Termination Date.

         (b)      Swing Loans. (i) In addition to the foregoing, Wachovia shall
from time to time, upon the request of the Borrower, if the applicable
conditions precedent in Article III have been satisfied, make Swing Loans to the
Borrower in an aggregate principal amount at any time outstanding not exceeding
$5,000,000; provided that, immediately after such Swing Loan is made, the
outstanding amount of the Syndicated Loans, Swing Loans and Money Market Loans
shall not exceed the aggregate amount of the Commitments. Within the foregoing
limits, the Borrower may borrow under this Section 2.01(b), prepay and reborrow
under this Section


                                       19
<PAGE>   25

2.01(b) at any time before the Termination Date. All Swing Loans shall be made
as either Base Rate Loans or, subject to the provisions of clause (ii) below,
Transaction Rate Loans.

                  (ii)     Swing Loans may be Transaction Rate Loans, if the
         Administrative Agent shall have determined that such Transaction Rate
         Loan, including the principal amount thereof, the Interest Period and
         the Transaction Rate applicable thereto, has been expressly agreed to
         by the Borrower and Wachovia (such agreement may be obtained by
         telephone, confirmed promptly to the Administrative Agent in writing)
         pursuant to the following procedures. If the Borrower desires a
         Transaction Rate Loan, (a) the Borrower shall provide Wachovia, with a
         copy to the Administrative Agent, with notice of a request (a
         "Transaction Rate Request") for a quote for a Transaction Rate
         Borrowing prior to 1:00 p.m. (Atlanta, Georgia time) on the date (which
         shall be a Domestic Business Day) of the proposed Transaction Rate
         Borrowing, which Transaction Rate Request shall include the principal
         amount and proposed Interest Period of the relevant Transaction Rate
         Borrowing, (b) prior to 1:30 p.m. (Atlanta, Georgia time) on such date,
         Wachovia shall furnish the Borrower, with a copy to the Administrative
         Agent, with its rate quote (a "Transaction Rate Quote") via facsimile
         transmission, (c) the Borrower shall immediately inform Wachovia and
         the Administrative Agent of its decision as to whether to request a
         Transaction Rate Borrowing at the Transaction Rate specified in such
         Transaction Rate Quote (a "Transaction Rate") (which may be done by
         telephone and promptly confirmed in writing, and which decision shall
         be irrevocable), and (d) if the Borrower has so informed Wachovia and
         the Administrative Agent that it does desire a Transaction Rate
         Borrowing at the Transaction Rate specified in such Transaction Rate
         Quote, then by 2:00 p.m. (Atlanta, Georgia time) on the date of such
         decision, Wachovia shall make such Transaction Rate Borrowing, with
         interest accruing thereon at such Transaction Rate, available to the
         Administrative Agent in accordance with the procedures set forth
         herein. The Administrative Agent shall notify the Banks of any
         Transaction Rate Borrowing pursuant hereto.

                  (iii)    At any time on or after the occurrence of an Event of
         Default, upon the request of Wachovia, each Bank other than Wachovia
         shall, on the third Domestic Business Day after such request is made,
         purchase a participating interest in Swing Loans in an amount equal to
         its ratable share (based upon its respective Commitment) of such Swing
         Loans, and Wachovia shall furnish each Bank with a certificate
         evidencing such participating interest. On such third Domestic Business
         Day, each Bank will immediately transfer to Wachovia, in immediately
         available funds, the amount of its participation. Whenever, at any time
         after Wachovia has received from any such Bank its participating
         interest in a Swing Loan, the Administrative Agent receives any payment
         on account thereof, the Administrative Agent will distribute to such
         Bank its participating interest in such amount (appropriately adjusted,
         in the case of interest payments, to reflect the period of time during
         which such Bank's participating interest was outstanding and funded);
         provided, however, that in the event that such payment received by the
         Administrative Agent is required to be returned, such Bank will return
         to the Administrative Agent any portion thereof previously distributed
         by the Administrative Agent to it. Each Bank's obligation to purchase
         such participating interests shall be absolute and unconditional and
         shall not be affected by any circumstance, including, without
         limitation: (1) any set-off, counterclaim, recoupment, defense or other
         right


                                       20
<PAGE>   26

         which such Bank or any other Person may have against Wachovia
         requesting such purchase or any other Person for any reason whatsoever;
         (2) the occurrence or continuance of a Default or an Event of Default
         or the termination of the Commitments; (3) any adverse change in the
         condition (financial or otherwise) of the Borrower, PPI or any other
         Person; (4) any breach of this Agreement by the Borrower or any other
         Bank; or (5) any other circumstance, happening or event whatsoever,
         whether or not similar to any of the foregoing.

         SECTION 2.02.     Method of Borrowing Loans other than Transaction Rate
Loans. For all Loans other than Transaction Rate Loans (which shall be governed
by the provisions of Section 2.01(b)(ii)):

         (a)      The Borrower shall give the Administrative Agent notice (a
"Notice of Borrowing"), which shall be substantially in the form of Exhibit E,
executed by the President of the General Partner or any person authorized in
writing by the President of the General Partner, prior to noon (Atlanta, Georgia
time) on the same Domestic Business Day for each Base Rate Borrowing and at
least 3 Euro-Dollar Business Days before each Euro-Dollar Borrowing, specifying:

                  (i)      the date of such Borrowing, which shall be a Domestic
         Business Day in the case of a Base Rate Borrowing or a Euro-Dollar
         Business Day in the case of a Euro-Dollar Borrowing;

                  (ii)     the aggregate amount of such Borrowing;

                  (iii)    whether the Loans comprising such Borrowing are to be
         Syndicated Dollar Loans or Swing Loans, and whether they are to be Base
         Rate Loans or Euro-Dollar Loans;

                  (iv)     in the case of a Euro-Dollar Borrowing, the duration
         of the Interest Period applicable thereto, subject to the provisions of
         the definition of Interest Period; and

                  (v)      the amount available to be borrowed under Section
         2.01.

         (b)      Upon receipt of a Notice of Borrowing, the Administrative
Agent shall promptly, and not later than 1:00 P.M., (Atlanta, Georgia time),
notify each Bank of the contents thereof and, if it is a Syndicated Loan
Borrowing, of such Bank's ratable share of such Borrowing and such Notice of
Borrowing, once received by the Administrative Agent, shall not thereafter be
revocable by the Borrower.

         (c)      Not later than 3:00 P.M. (Atlanta, Georgia time) on the date
of each Borrowing, each Bank (or Wachovia, with respect to Swing Loans) shall
(except as provided in paragraph (d) of this Section) make available its ratable
share of such Borrowing, in Federal or other funds immediately available in
Atlanta, Georgia, to the Administrative Agent at its address determined pursuant
to Section 9.01. Unless the Administrative Agent determines in its reasonable
business judgment that any applicable condition specified in Article III has not
been satisfied, the Administrative Agent will make the funds so received from
the Banks available to the Borrower at the Administrative Agent's aforesaid
address. Unless the Administrative Agent receives notice from a Bank, at the
Administrative Agent's address referred to in or specified pursuant to Section


                                       21
<PAGE>   27

9.01, no later than 4:00 P.M. (local time at such address) on the Domestic
Business Day before the date of a Borrowing stating that such Bank will not make
a Syndicated Loan in connection with such Borrowing, the Administrative Agent
shall be entitled to assume that such Bank will make a Syndicated Loan in
connection with such Borrowing and, in reliance on such assumption, the
Administrative Agent may (but shall not be obligated to) make available such
Bank's ratable share of such Borrowing to the Borrower for the account of such
Bank. If the Administrative Agent makes such Bank's ratable share available to
the Borrower and such Bank does not in fact make its ratable share of such
Borrowing available on such date, the Administrative Agent shall be entitled to
recover such Bank's ratable share from such Bank or the Borrower (and for such
purpose shall be entitled to charge such amount to any account of the Borrower
maintained with the Administrative Agent), together with interest thereon for
each day during the period from the date of such Borrowing until such sum shall
be paid in full at a rate per annum equal to the rate at which the
Administrative Agent determines that it obtained (or could have obtained)
overnight Federal funds to cover such amount for each such day during such
period, provided that (i) any such payment by the Borrower of such Bank's
ratable share and interest thereon shall be without prejudice to any rights that
the Borrower may have against such Bank and (ii) until such Bank has paid its
ratable share of such Borrowing, together with interest pursuant to the
foregoing, it will have no interest in or rights with respect to such Borrowing
for any purpose hereunder. If the Administrative Agent does not exercise its
option to advance funds for the account of such Bank, it shall forthwith notify
the Borrower of such decision.

         (d)      If any Bank makes a new Syndicated Loan hereunder on a day on
which the Borrower is to repay all or any part of an outstanding Syndicated Loan
from such Bank, such Bank shall apply the proceeds of its new Syndicated Loan to
make such repayment as a Refunding Loan and only an amount equal to the
difference (if any) between the amount being borrowed and the amount of such
Refunding Loan shall be made available by such Bank to the Administrative Agent
as provided in paragraph (c) of this Section, or remitted by the Borrower to the
Administrative Agent as provided in Section 2.12, as the case may be.

         (e)      Notwithstanding anything to the contrary contained in this
Agreement, the Borrower shall not be entitled to, and the Administrative Agent
shall not knowingly fund, a Fixed Rate Borrowing if there shall have occurred a
Default or an Event of Default, which Default or Event of Default shall not have
been cured or waived.

         (f)      In the event that a Notice of Borrowing fails to specify
whether the Loans comprising such Borrowing are to be Base Rate Loans or
Euro-Dollar Loans, such Loans shall be made as Base Rate Loans. If the Borrower
is otherwise entitled under this Agreement to repay any Loans maturing at the
end of an Interest Period applicable thereto with the proceeds of a new
Borrowing, and the Borrower fails to repay such Loans using its own moneys and
fails to give a Notice of Borrowing in connection with such new Borrowing, a new
Borrowing shall be deemed to be made on the date such Loans mature in an amount
equal to the principal amount of the Loans so maturing, and the Loans comprising
such new Borrowing shall be Base Rate Loans.

         (g)      Notwithstanding anything to the contrary contained herein,
there shall not be more than 8 Euro-Dollar Loans and Money Market Loans
outstanding at any given time.


                                       22
<PAGE>   28

         SECTION 2.03.     Money Market Loans. (a) In addition to making
Syndicated Loan Borrowings, the Borrower may, as set forth in this Section 2.03,
request the Banks to make offers to make Money Market Borrowings available to
the Borrower. The Banks may, but shall have no obligation to, make such offers
and the Borrower may, but shall have no obligation to, accept any such offers in
the manner set forth in this Section 2.03, provided that:

                  (i)      the number of interest rates applicable to Money
         Market Loans which may be outstanding at any given time is subject to
         the provisions of Section 2.02(g);

                  (ii)     the aggregate outstanding amount of all Syndicated
         Loans, Swing Loans and Money Market Loans shall not exceed the
         aggregate amount of the Commitments;

                  (iii)    the Money Market Loans of any Bank will be deemed to
         be usage of the Commitments for the purpose of calculating availability
         pursuant to Section 2.01(a)(ii), 2.01(b)(ii) and 2.03(a)(ii) but will
         not reduce such Bank's obligation to lend its pro rata share of the
         remaining Unused Commitment; and

                  (iv)     the aggregate principal amount of all Money Market
         Loans outstanding at any time shall not exceed fifty percent (50%) of
         the aggregate amount of the Commitments of all the Banks at such time.

         (b)      When the Borrower wishes to request offers to make
Money Market Loans, it shall give the Administrative Agent (which shall
promptly notify the Banks) notice substantially in the form of Exhibit I hereto
(a "Money Market Quote Request") so as to be received no later than 10:00 A.M.
(Atlanta, Georgia time) at least 2 Domestic Business Days prior to the date of
the Money Market Borrowing proposed therein (or such other time and date as the
Borrower and the Administrative Agent, with the consent of the Required Banks,
may agree), specifying:

                  (i)      the proposed date of such Money Market Borrowing,
         which shall be a Domestic Business Day (the "Money Market Borrowing
         Date");

                  (ii)     the maturity date (or dates) (each a "Stated Maturity
         Date") for repayment of each Money Market Loan to be made as part of
         such Money Market Borrowing (which Stated Maturity Date shall be that
         date occurring not less than 7 days but not greater than 180 days from
         the date of such Money Market Borrowing); provided that the Stated
         Maturity Date for any Money Market Loan may not extend beyond the
         Termination Date (as in effect on the date of such Money Market Quote
         Request); and

                  (iii)    the aggregate amount of principal to be received by
         the Borrower as a result of such Money Market Borrowing, which shall be
         at least $5,000,000 (and in larger integral multiples of $250,000) but
         shall not cause the limits specified in Section 2.03(a) to be violated.

The Borrower may request offers to make Money Market Loans having up to 3
different Stated Maturity Dates in a single Money Market Quote Request; provided
that the request for each separate Stated Maturity Date shall be deemed to be a
separate Money Market Quote Request for a separate Money Market Borrowing.
Except as otherwise provided in the immediately preceding sentence, after the
first Money Market Quote Request has been given hereunder, no


                                       23
<PAGE>   29

Money Market Quote Request shall be given until at least 5 Domestic Business
Days after all prior Money Market Quote Requests have been fully processed by
the Administrative Agent, the Banks and the Borrower pursuant to this Section
2.03.

         (c)(i)   Each Bank may, but shall have no obligation to, submit a
response containing an offer to make a Money Market Loan substantially in the
form of Exhibit J hereto (a "Money Market Quote") in response to any Money
Market Quote Request; provided that, if the Borrower's request under Section
2.03(b) specified more than 1 Stated Maturity Date, such Bank may, but shall
have no obligation to, make a single submission containing a separate offer for
each such Stated Maturity Date and each such separate offer shall be deemed to
be a separate Money Market Quote. Each Money Market Quote must be submitted to
the Administrative Agent not later than 10:00 A.M. (Atlanta, Georgia time) on
the Money Market Borrowing Date; provided that any Money Market Quote submitted
by Wachovia may be submitted, and may only be submitted, if Wachovia notifies
the Borrower of the terms of the offer contained therein not later than 9:45
A.M. (Atlanta, Georgia time) on the Money Market Borrowing Date (or 15 minutes
prior to the time that the other Banks must have submitted their respective
Money Market Quotes). Subject to Section 6.01, any Money Market Quote so made
shall be irrevocable except with the written consent of the Administrative Agent
given on the instructions of the Borrower.

                  (ii)     Each Money Market Quote shall specify:

                           (A)      the proposed Money Market Borrowing Date and
                  the Stated Maturity Date therefor;

                           (B)      the principal amounts of the Money Market
                  Loan which the quoting Bank is willing to make for the
                  applicable Money Market Quote, which principal amounts (x) may
                  be greater than or less than the Commitment of the quoting
                  Bank, (y) shall be at least $5,000,000 or a larger integral
                  multiple of $250,000, and (z) may not exceed the principal
                  amount of the Money Market Borrowing for which offers were
                  requested;

                           (C)      the rate of interest per annum (rounded
                  upwards, if necessary, to the nearest 1/100th of 1%) offered
                  for each such Money Market Loan (such amounts being
                  hereinafter referred to as the "Money Market Rate"); and

                           (D)      the identity of the quoting Bank.

         Unless otherwise agreed by the Administrative Agent and the Borrower,
         no Money Market Quote shall contain qualifying, conditional or similar
         language or propose terms other than or in addition to those set forth
         in the applicable Money Market Quote Request (other than setting forth
         the maximum principal amounts of the Money Market Loan which the
         quoting Bank is willing to make for the applicable Interest Period)
         and, in particular, no Money Market Quote may be conditioned upon
         acceptance by the Borrower of all (or some specified minimum) of the
         principal amount of the Money Market Loan for which such Money Market
         Quote is being made.


                                       24
<PAGE>   30

         (d)      The Administrative Agent shall as promptly as practicable
after the Money Market Quote is submitted (but in any event not later than 10:30
A.M. (Atlanta, Georgia time)) on the Money Market Borrowing Date, notify the
Borrower of the terms (i) of any Money Market Quote submitted by a Bank that is
in accordance with Section 2.03(c) and (ii) of any Money Market Quote that
amends, modifies or is otherwise inconsistent with a previous Money Market Quote
submitted by such Bank with respect to the same Money Market Quote Request. Any
such subsequent Money Market Quote shall be disregarded by the Administrative
Agent unless such subsequent Money Market Quote is submitted solely to correct a
manifest error in such former Money Market Quote. The Administrative Agent's
notice to the Borrower shall specify (A) the principal amounts of the Money
Market Borrowing for which offers have been received and (B) the respective
principal amounts and Money Market Rates so offered by each Bank (identifying
the Bank that made each Money Market Quote).

         (e)      Not later than 11:00 A.M. (Atlanta, Georgia time) on the Money
Market Borrowing Date, the Borrower shall notify the Administrative Agent of its
acceptance or nonacceptance of the offers so notified to it pursuant to Section
2.03(d) and the Administrative Agent shall promptly (but in no event later than
11:30 A.M. on the Money Market Borrowing Date) notify each affected Bank. In the
case of acceptance, such notice shall specify the aggregate principal amount of
offers (for each Stated Maturity Date) that are accepted. The Borrower may
accept any Money Market Quote in whole or in part; provided that:

                  (i)      the aggregate principal amount of each Money Market
         Borrowing may not exceed the applicable amount set forth in the related
         Money Market Quote Request;

                  (ii)     the aggregate principal amount of each Money Market
         Loan comprising a Money Market Borrowing shall be at least $5,000,000
         (and in larger multiples of $250,000) but shall not cause the limits
         specified in Section 2.03(a) to be violated;

                  (iii)    acceptance of offers may only be made in ascending
         order of Money Market Rates; and

                  (iv)     the Borrower may not accept any offer where the
         Administrative Agent has advised the Borrower that such offer fails to
         comply with Section 2.03(c)(ii) or otherwise fails to comply with the
         requirements of this Agreement (including without limitation, Section
         2.03(a)).

If offers are made by 2 or more Banks with the same Money Market Rates for a
greater aggregate principal amount than the amount in respect of which offers
are accepted for the related Stated Maturity Date, the principal amount of Money
Market Loans in respect of which such offers are accepted shall be allocated by
the Borrower among such Banks as nearly as possible in proportion to the
aggregate principal amount of such offers. Determinations by the Borrower of the
amounts of Money Market Loans shall be conclusive in the absence of manifest
error.

         (f)      any Bank whose offer to make any Money Market Loan has been
accepted shall, not later than 3:00 P.M. (Atlanta, Georgia time) on the Money
Market Borrowing Date, make the appropriate amount of such Money Market Loan
available to the Administrative Agent at its


                                       25
<PAGE>   31

address referred to in Section 9.01 in immediately available funds. The amount
so received by the Administrative Agent shall, subject to the terms and
conditions of this Agreement, be made available to the Borrower on such date by
depositing the same, in immediately available funds, not later than 4:00 P.M.
(Atlanta, Georgia time), in an account of such Borrower maintained with the
Administrative Agent.

         (g)      For any Bank which is a Designating Bank, any Money Market
Loan to be made by such Bank may from time to time be made by its Designated
Bank in such Designated Bank's sole discretion, and nothing herein shall
constitute a commitment to make Money Market Loans by such Designated Bank;
provided that if any Designated Bank elects not to, or fails to, make any such
Money Market Loan pursuant to a Money Market Quote that has been accepted by the
Borrower in accordance with the foregoing, its Designating Bank hereby agrees
that it shall make such Money Market Loan pursuant to the terms hereof on the
date such Money Market Loan is otherwise required to be made to the Borrower
hereunder.

         SECTION 2.04.     Notes

         (a)      The Syndicated Loans of each Bank shall be evidenced by a
single Syndicated Loan Note payable to the order of such Bank for the account of
its Lending Office in an amount equal to the original principal amount of such
Bank's Commitment. The Swing Loans shall be evidenced by a single Swing Loan
Note payable to the order of Wachovia in the original principal amount of
$5,000,000. Loans outstanding under the Original Agreement on the Closing Date
shall be deemed to have been made hereunder and shall be evidenced by the Notes.

         (b)      The Money Market Loans made by any Bank to the Borrower shall
be evidenced by a single Money Market Loan Note payable to the order of such
Bank for the account of its Lending Office in an amount equal to 50% of the
original principal amount of the aggregate Commitments.

         (c)      Upon receipt of each Bank's Syndicated Loan Notes, Wachovia's
Swing Loan Note and each Bank's Money Market Loan Notes pursuant to Section
3.01, the Administrative Agent shall deliver such Syndicated Loan Notes to such
Bank, the Swing Loan Note to Wachovia and such Money Market Loan Notes to such
Bank. Each Bank, as to the Syndicated Loans or the Money Market Loans (or
Wachovia, as to the Swing Loans), shall record, and prior to any transfer of its
Syndicated Loan Notes or Money Market Loan Notes (or Swing Loan Note) shall
endorse on the schedules forming a part thereof appropriate notations to
evidence, the date, amount and maturity of, and effective interest rate for,
each Syndicated Loan or Money Market Loan (or Swing Loan) made by it, the date
and amount of each payment of principal made by the Borrower with respect
thereto, and such schedules of each such Bank's Syndicated Loan Notes or Money
Market Loan Notes (or Wachovia's Swing Loan Note) shall constitute rebuttable
presumptive evidence of the respective principal amounts owing and unpaid on
such Bank's Syndicated Loan Notes or Money Market Loan Notes (or Wachovia's
Swing Loan Note); provided that the failure of any Bank (or Wachovia) to make
any such recordation or endorsement shall not affect the obligation of the
Borrower hereunder or under the Syndicated Loan Notes or the Money Market Loan
Notes (or Swing Loan Note) or the ability of any Bank to assign its Syndicated
Loan Notes or Money Market Loan Notes or Wachovia to assign its Swing Loan Note.
Each Bank (and Wachovia, with respect to the Swing Loan) is hereby irrevocably


                                       26
<PAGE>   32

authorized by the Borrower so to endorse its Syndicated Loan Notes or Money
Market Loan Notes (or Swing Loan Note) and to attach to and make a part of any
Syndicated Loan Note or Money Market Loan Note (or Swing Loan Note) a
continuation of any such schedule as and when required.

         SECTION 2.05.     Maturity of Loans

         (a)      Each Loan included in any Borrowing shall mature, and the
principal amount thereof shall be due and payable, on the last day of the
Interest Period applicable to such Borrowing.(b) Notwithstanding the foregoing,
the outstanding principal amount of the Loans, if any, together with all accrued
but unpaid interest thereon, if any, shall be due and payable on April 30, 2004,
unless the Termination Date is otherwise extended by the Banks, in their sole
and absolute discretion. Upon the written request of the Borrower, which request
shall be delivered to the Administrative Agent at least 60 days prior to April
30, 2003 (the "Extension Date"), the Banks shall have the option (without any
obligation whatsoever so to do) of extending the Termination Date for an
additional one-year period. In the event that a Bank chooses not to extend the
Termination Date for such an additional one-year period, notice shall be given
by such Bank to the Borrower and the Administrative Agent at least 30 days prior
to the Extension Date; provided, that the Termination Date shall not be extended
with respect to any of the Banks unless the Required Banks are willing to extend
the Termination Date. If less than all the Banks deliver favorable extension
notices, but at least the Required Banks do so, then:

                  (1)      The Administrative Agent shall promptly notify those
                           Banks that have delivered favorable extension notices
                           (each an "Extending Bank") as to the amount of
                           Commitments held by those Banks that have elected not
                           to extend the Termination Date (each a "Terminating
                           Bank"). Each Extending Bank shall be entitled to
                           commit, effective as of the Extension Date, to
                           purchase (at par) from the Terminating Banks, at any
                           time after the Extension Date and on or before the
                           Termination Date (prior to its extension hereunder),
                           a ratable portion of the Commitments and outstanding
                           Loans of the Terminating Banks in accordance with the
                           Extending Bank's respective percentage of the
                           remaining aggregate Commitments. In such event, the
                           Terminating Banks shall be required to sell to such
                           Extending Bank all or any portion of their respective
                           Commitments and outstanding Loans, at the times
                           specified by the Extending Banks after the Extension
                           Date (but without causing the Terminating Banks to
                           incur any unreimbursed funding losses) and on or
                           prior to the Termination Date (prior to its extension
                           hereunder). Each Extending Bank desiring to purchase
                           a portion of such Commitments and outstanding Loans
                           shall notify the Administrative Agent and the
                           Borrower of such election and shall deliver, in form
                           satisfactory to the Administrative Agent and the
                           Borrower, a commitment to effect such purchase, not
                           later than five (5) Domestic Business Days after
                           receipt of such notice from the Administrative Agent.
                           If any of the Extending Banks elect not to commit to
                           make such a purchase, the Administrative Agent shall
                           again notify the other Extending Banks as to the
                           amount of Commitments available to be purchased by
                           them in the same manner as


                                       27
<PAGE>   33

                           set forth in this paragraph, with any commitment with
                           respect to such purchase to be delivered to the
                           Administrative Agent and the Borrower prior to the
                           Extension Date.

                  (2)      If on the Extension Date, commitments to purchase all
                           Commitments and outstanding Loans of the Terminating
                           Banks pursuant to paragraph (1) above have not been
                           delivered to the Administrative Agent and the
                           Borrower, the Borrower shall be entitled to designate
                           another bank or banks, acceptable to the
                           Administrative Agent, to purchase any remaining
                           Commitments and outstanding Loans from any
                           Terminating Bank at any time after the Extension Date
                           and on or prior to the Termination Date (prior to its
                           extension hereunder). In such event, the Terminating
                           Bank shall be required to sell to such designated
                           bank or banks all or any portion of its Commitment
                           and outstanding Loans, at the time specified by the
                           Borrower after the Extension Date and on or prior to
                           the Termination Date (prior to its extension
                           hereunder).

                  (3)      If 30 days prior to the Termination Date (prior to
                           its extension hereunder) any Terminating Banks hold
                           Commitments that are not subject to purchase
                           commitments from Extending Banks or banks designated
                           by the Borrower pursuant to paragraph (2) above, then
                           the Administrative Agent shall again notify the
                           Extending Banks of the Commitments available to be
                           purchased, and the Extending Banks shall be entitled
                           to purchase such Commitments in accordance with the
                           procedure set forth in paragraph (1) above.

                  (4)      If on the Termination Date (prior to its extension
                           hereunder) any Commitments of any Terminating Banks
                           are not purchased as set forth above, the Aggregate
                           Commitments under the Facility shall be reduced by
                           the aggregate amount of such Commitments of such
                           Terminating Banks, and the Loans of such Terminating
                           Banks shall be paid in full.

On the Extension Date on which the Termination Date is extended pursuant to the
foregoing, the Borrower shall pay the extension fee as required by Section
2.07(a).

         SECTION 2.06.     Interest Rates.

         (a)      "Applicable Margin" means:

                  (i)     until the first Performance Pricing Determination
         Date, (x) for any Base Rate Loan, 0.25%, (y) for each Euro-Dollar Loan,
         0.75%; provided, however, that Euro-Dollar Loans made under the
         Original Agreement which are outstanding on the Closing Date shall be
         adjusted to reflect the provisions of this Section 2.06 for the
         remainder of their respective Interest Periods; and

                  (ii)     from and after the first Performance Pricing
         Determination Date, (x) for any Base Rate Loan, 0.25%, and (y) for each
         Euro-Dollar Loan, the percentage determined on each Performance Pricing
         Determination Date by reference to the table set


                                       28
<PAGE>   34

         forth below as to such type of Loan and the Debt Rating in effect on
         the last day of the quarterly or annual period ending immediately prior
         to such Performance Pricing Determination Date; provided, that if there
         is no Debt Rating, the Applicable Margin for Euro-Dollar Loans shall be
         based upon Level V of the table below.

<TABLE>
<CAPTION>
============================= ============= ============= ============= =============== ==============
                                 Level         Level         Level          Level           Level
                                   I             II           III             IV              V
============================= ============= ============= ============= =============== ==============
<S>                           <C>           <C>           <C>           <C>             <C>
Debt Rating                    Above          BBB+/Baa1    BBB/Baa2       BBBa-/Baa3      Below
                               BBB+/Baa1                                                  BBB-/Baa3
----------------------------- ------------- ------------- ------------- --------------- --------------

Applicable Margin               0.65%         0.75%          .85%         1.10%           1.40%
============================= ============= ============= ============= =============== ==============
</TABLE>

         In determining the amounts to be paid by the Borrower pursuant to
Sections 2.06(a), the Borrower and the Banks shall refer to PPI's Debt Rating
from time to time. For purposes hereof, "Performance Pricing Determination Date"
shall mean each date on which the Debt Rating changes. Each change in interest
and fees as a result of a change in Debt Rating shall be effective only for
Loans (including Refunding Loans) which are made on or after the relevant
Performance Pricing Determination Date. All determinations hereunder shall be
made by the Administrative Agent unless the Required Banks shall object to any
such determination. The Borrower shall promptly notify the Administrative Agent
of any change in the Debt Rating.

         (b)      Each Base Rate Loan shall bear interest on the outstanding
principal amount thereof, for each day from the date such Loan is made until it
becomes due, at a rate per annum equal to the Base Rate for such day less the
Applicable Margin. Such interest shall be payable for each Interest Period on
the last day thereof. Any overdue principal of and, to the extent permitted by
applicable law, overdue interest on any Base Rate Loan shall bear interest,
payable on demand, for each day until paid at a rate per annum equal to the
Default Rate.

         (c)      Each Euro Dollar Loan shall bear interest on the outstanding
principal amount thereof, for the Interest Period applicable thereto, at a rate
per annum equal to the sum of the Applicable Margin plus the applicable London
Interbank Offered Rate for such Interest Period. Such interest shall be payable
for each Interest Period on the last day thereof and, if such Interest Period is
longer than 1 month, at intervals of 1 month after the first day thereof. Any
overdue principal of and, to the extent permitted by law, overdue interest on
any Euro Dollar Loan shall bear interest, payable on demand, for each day until
paid at a rate per annum equal to the Default Rate.

         The "London Interbank Offered Rate" applicable to any Euro-Dollar Loan
means for the Interest Period of such Euro-Dollar Loan, the rate per annum
determined on the basis of the offered rate for deposits in Dollars of amounts
equal or comparable to the principal amount of such Euro-Dollar Loan offered for
a term comparable to such Interest Period, which rates appear on Telerate Page
3750 effective as of 11:00 A.M., London time, 2 Euro-Dollar Business Days prior
to the first day of such Interest Period, provided that if no such offered rates
appear on such page, the "London Interbank Offered Rate" for such Interest
Period will be the arithmetic


                                       29
<PAGE>   35

average (rounded upward, if necessary, to the next higher 1/100th of 1%) of
rates quoted by not less than 2 major banks in New York City, selected by the
Administrative Agent, at approximately 10:00 A.M., New York City time, 2
Euro-Dollar Business Days prior to the first day of such Interest Period, for
deposits in Dollars offered by leading European banks for a period comparable to
such Interest Period in an amount comparable to the principal amount of such
Euro-Dollar Loan.

         (d)      Each Money Market Loan shall bear interest on the outstanding
principal amount thereof, for each day from the date such Money Market Loan is
made until it becomes due, at a rate per annum equal to the applicable Money
Market Rate set forth in the relevant Money Market Quote. Such interest shall be
payable on the Stated Maturity Date thereof, and, if the Stated Maturity Date
occurs more than 90 days after the date of the relevant Money Market Loan, at
intervals of 90 days after the first day thereof. Any overdue principal of and,
to the extent permitted by law, overdue interest on any Money Market Loan shall
bear interest, payable on demand, for each day until paid at a rate per annum
equal to the Default Rate.

         (e)      The Administrative Agent shall determine each interest rate
applicable to the Loans hereunder. The Administrative Agent shall give prompt
notice to the Borrower and the Banks by telecopier of each rate of interest so
determined, and its determination thereof shall be conclusive in the absence of
manifest error.

         (f)      After the occurrence and during the continuance of an Event of
Default, the principal amount of the Loans (and, to the extent permitted by
applicable law, all accrued interest thereon) may, at the election of the
Required Banks, bear interest at the Default Rate.

         SECTION 2.07.     Fees

         (a)      If the Termination Date is extended pursuant to Section 2.05
(b), on the Extension Date on which the Termination Date is extended, the
Borrower shall pay to the Administrative Agent, for the ratable account of each
Bank which is an Extending Bank pursuant to such Section, a fully earned and
non-refundable extension fee in the amount of 0.10% of the aggregate amount of
the Commitments so extended (after giving effect to the amount of any Commitment
which each such Extending Bank has committed to purchase pursuant to such
Section).

         (b)      The Borrower shall pay to the Administrative Agent for the
ratable account of each Bank a facility fee (the "Facility Fee") on the maximum
amount of the aggregate Commitments in effect for any relevant period,
irrespective of usage, calculated in the manner provided in Section 2.06(a)(ii),
at a rate per annum equal to the percentage determined on each Performance
Pricing Determination Date by reference to the table set forth below and the
Debt Rating for the quarterly or annual period ending immediately prior to such
Performance Pricing Determination Date; provided, that (i) until the first
Performance Pricing Determination Date, the Facility Fee shall be based on Level
II of the table below, and (ii) if there is no Debt Rating, the Facility Fee
shall be based upon Level V of the table below. The Facility Fee shall accrue at
all times from and including the Closing Date to but excluding the Termination
Date and shall be payable, in arrears, on each March 31, June 30, September 30
and December 31 and on the Termination Date.


                                       30
<PAGE>   36

<TABLE>
<CAPTION>
        ============================ ============= ============= ============= =============== ==============
                                        Level         Level         Level          Level           Level
                                          I             II           III             IV              V
        ---------------------------- ------------- ------------- ------------- --------------- --------------
        <S>                          <C>           <C>           <C>           <C>             <C>

        Debt Rating                   Above          BBB+/Baa1    BBB/Baa2       BBBa-/Baa3      Below
                                      BBB+/Baa1                                                  BBB-/Baa3
        ---------------------------- ------------- ------------- ------------- --------------- --------------

        Facility Fee                 0.125%        0.15%            0.20%          0.25%           0.35%
        ============================ ============= ============= ============= =============== ==============
</TABLE>

         (c)      The Borrower shall pay to the Administrative Agent, for the
account and sole benefit of the Administrative Agent and the Arranger, such fees
and other amounts at such times as set forth in the Arranger's Letter Agreement.

         SECTION 2.08.     Optional Termination or Reduction of Commitments. The
Borrower may, upon at least 3 Domestic Business Days' notice to the
Administrative Agent, terminate at any time, or proportionately reduce the
Unused Commitments from time to time by an aggregate amount of at least
$5,000,000 or any larger multiple of $1,000,000. If the Commitments are
terminated in their entirety, the date of such termination shall be the
Termination Date for all purposes hereunder, and all Loans then outstanding,
together with accrued interest thereon and any amounts payable pursuant to
Section 8.05(a) in connection therewith, and all fees payable on the Termination
Date, shall be due and payable on such date.

         SECTION 2.09.     Mandatory Termination of Commitments. The Commitments
shall terminate on the Termination Date and any Loans then outstanding, together
with accrued interest thereon and any amounts payable pursuant to Section
8.05(a) in connection therewith, and all fees payable on the Termination Date,
shall be due and payable on such date. In the event of a Change in Control, the
Administrative Agent (acting at the direction of the Required Banks) may
terminate the Commitments on a date specified in a notice to the Borrower, which
date (i) must be at least 3 Domestic Business Days following the date of such
notice, and (ii) shall constitute the Termination Date for all purposes
hereunder.

         SECTION 2.10.     Optional Prepayments

         (a)      The Borrower may, upon at least 1 Domestic Business Days'
notice (or same Domestic Business Days' notice as to Swing Loans) to the
Administrative Agent, prepay any Base Rate Borrowing in whole at any time, or
from time to time in part in amounts aggregating at least $5,000,000 or any
larger multiple of $250,000 for Syndicated Borrowings (with no minimum payment
as to Swing Loan Borrowings), by paying the principal amount to be prepaid
together with accrued interest thereon to the date of prepayment. Each such
optional prepayment shall be applied to prepay ratably the Base Rate Loans of
the several Banks (or of Wachovia, as to Swing Loans) included in such Base Rate
Borrowing.

         (b)      Subject to the provisions of Section 8.05(a) with respect to
any prepayment not made on the last day of the relevant Interest Period, the
Borrower may, upon at least 2 Euro-Dollar Business Days' notice (or same
Domestic Business Days' notice as to Swing Loans) to the Administrative Agent,
prepay any Fixed Rate Borrowing in whole at any time, or from time to


                                       31
<PAGE>   37

time in part in amounts aggregating at least $5,000,000 or any larger multiple
of $250,000 as to Syndicated Borrowings and Money Market Borrowings (with no
minimum payment as to Swing Loan Borrowings), by paying the principal amount to
be prepaid together with accrued interest thereon to the date of prepayment,
together with any amount required to be paid pursuant to Section 8.05(a). Each
such optional prepayment shall be applied to prepay ratably the Fixed Rate Loans
of the several Banks (or of Wachovia, as to Swing Loans which are Transaction
Rate Loans,) included in such Fixed Rate Borrowing.

         (c)      Upon receipt of a notice of prepayment pursuant to this
Section 2.10, the Administrative Agent shall promptly notify each Bank of the
contents thereof and of such Bank's ratable share of such prepayment and such
notice, once received by the Administrative Agent, shall not thereafter be
revocable by the Borrower.

         SECTION 2.11.     Mandatory Prepayments

         (a)      On each date on which the Commitments are reduced pursuant to
Section 2.08, the Borrower shall repay or prepay such principal amount of the
outstanding Loans, if any (together with interest accrued thereon and any amount
required to be paid pursuant to Section 8.05(a)), as may be necessary so that
after such payment the aggregate unpaid principal amount of the Loans does not
exceed the aggregate amount of the Commitments as then reduced. On the
Termination Date, the Borrower shall make the payments required to be made
pursuant to Section 2.09.

         (b)      Each such payment or prepayment shall be applied to the Swing
Loans or ratably to the Loans of the Banks outstanding on the date of payment or
prepayment in the following order of priority: (i) first, to Swing Loans which
are Base Rate Loans; (ii) secondly, to Transaction Rate Loans; (iii) thirdly, to
Syndicated Loans which are Base Rate Loans; (iv) fourthly, to Euro-Dollar Loans;
and (v) lastly, to Money Market Loans.

         SECTION 2.12.     General Provisions as to Payments

         (a)      The Borrower shall make each payment of principal of, and
interest on, the Syndicated Loans, Money Market Loans and Swing Loans and of
fees hereunder, not later than noon (Atlanta, Georgia time) on the date when
due, in Federal or other funds immediately available in Atlanta, Georgia, to the
Administrative Agent at its address referred to in Section 9.01. The
Administrative Agent will promptly distribute to each Bank its ratable share of
each such payment received by the Administrative Agent for the account of the
Banks, and to Wachovia such payment received by the Administrative Agent on
account of the Swing Loans. If the Administrative Agent fails to distribute to
any Bank its ratable share of any such payment (i) on the day received, if
received not later than 1:00 p.m. (Atlanta, Georgia time) or (ii) on the next
Domestic Business Day, if received after 1:00 p.m. (Atlanta, Georgia time) on
such day, then such Bank shall be entitled to recover such Bank's ratable share
of such payment from the Administrative Agent, together with interest thereon
for each day during the period from the date such Bank's ratable share of such
payment shall have become due until such distribution shall be made, at a rate
per annum equal to the rate at which the Administrative Agent determines that it
obtained (or could have obtained) overnight federal funds in such amount for
each such day during such period.


                                       32
<PAGE>   38

         (b)      Whenever any payment of principal of, or interest on, the Base
Rate Loans, Transaction Rate Loans or the Money Market Loans or of fees
hereunder shall be due on a day which is not a Domestic Business Day, the date
for payment thereof shall be extended to the next succeeding Domestic Business
Day. Whenever any payment of principal of or interest on, the Euro-Dollar Loans
shall be due on a day which is not a Euro-Dollar Business Day, the date for
payment thereof shall be extended to the next succeeding Euro-Dollar Business
Day unless such Euro-Dollar Business Day falls in another calendar month, in
which case the date for payment thereof shall be the next preceding Euro-Dollar
Business Day.

         (c)      All payments of principal, interest and fees and all other
amounts to be made by the Borrower pursuant to this Agreement with respect to
any Loan or fee relating thereto shall be paid without deduction for, and free
from, any taxes, imposts, levies, deductions, or withholdings now or hereafter
imposed by any governmental authority or by any taxing authority thereof or
therein, excluding in the case of each Bank, (1) any taxes imposed by the United
States or any political subdivision thereof on the effectively connected net
income of any Bank or any Bank's Lending Office or any franchise taxes imposed
by such jurisdiction, (2) taxes imposed on the net income of, or franchise taxes
imposed upon, any Bank by the jurisdiction under the laws of which such Bank is
organized or by any political subdivision thereof, (3) taxes imposed on the net
income of such Bank's Lending Office, and franchise taxes imposed on it, by the
jurisdiction of such Bank's Lending Office, or any political subdivision
thereof, (4) any taxes imposed on any Bank by Section 884(a) of the Internal
Revenue Code of 1986, as amended (and any successor statute to Section 884(a)),
and (5) any United States withholding tax payable with respect to any payments
to such Bank under the laws (including, without limitation, any treaty, ruling,
judicial or administrative determination or regulation) in effect on the
"Initial Date" (as hereinafter defined) or as a result of the Bank having
voluntarily changed the jurisdiction of its Lending Office from a jurisdiction
in which payments made to such Bank are exempt from United States withholding
tax to a jurisdiction in which such payments are not so exempt, but not
excluding any United States withholding tax payable or increased as a result of
any change in any law, treaty, ruling, judicial or administrative determination
or regulation, or interpretation thereof occurring after the Initial Date (all
such non-excluded taxes, levies, imposts, deductions, and withholdings
hereinafter referred to as "Taxes"). For purposes hereof, the term "Initial
Date" shall mean, in the case of each Bank party hereto on the date hereof, the
Closing Date, and in the case of each other Bank, the effective date of the
Assignment and Acceptance pursuant to which it became a Bank hereunder.

         In the event that the Borrower is required by applicable law to make
any such withholding or deduction of Taxes with respect to any Loan or fee or
other amount, the Borrower shall pay such deduction or withholding to the
applicable taxing authority, shall promptly furnish to any Bank in respect of
which such deduction or withholding is made all receipts and other documents
evidencing such payment, and shall pay to such Bank additional amounts as may be
necessary in order that the amount received by such Bank after the required
withholding or other payment shall equal the amount such Bank would have
received had no such withholding or other payment been made. If no withholding
or deduction of Taxes are payable in respect to any Loan or fee relating
thereto, the Borrower shall furnish any Bank, at such Bank's written request, a
certificate from each applicable taxing authority or an opinion of counsel
reasonably acceptable to such Bank, in either case stating that such payments
are exempt from or not subject to withholding or deduction of Taxes. If the
Borrower fails to provide such original or certified


                                       33
<PAGE>   39

copy of a receipt evidencing payment of Taxes or certificate(s) or opinion of
counsel described in the preceding sentence, the Borrower hereby agrees to
compensate such Bank for, and indemnify it with respect to, the tax consequences
of the Borrower's failure to provide evidence of tax payments or tax exemption;
provided, however, that the Borrower shall not be obligated to indemnify any
party for penalties, additions to tax, interest or expenses associated with the
payment of Taxes if the Bank's liability for such Taxes has arisen as a result
of the fault of such Bank; and provided, further, that the Borrower shall not be
obligated to indemnify any Bank for Taxes, penalties, additions to tax, interest
or expenses incurred as a result of such Bank having voluntarily changed its
Lending Office from a jurisdiction in which payments made to such Bank are
exempt from United States withholding tax to a jurisdiction in which such
payments are not so exempt. Such compensation or indemnification payment shall
be made within 30 days from the date such Bank makes written request therefor.
Any such request shall be made within 90 days after the date on which such
payment of Taxes was made. Each such request shall be accompanied by a copy of
the statement from the taxing authority demanding payment by such Bank of such
Taxes or by a certificate from such Bank which certificate shall set forth in
reasonable detail the basis for any additional amount payable to such party
under this Section 2.12 (together with reasonable evidence of payment of such
Taxes).

         Any Bank entitled to claim any additional amounts payable pursuant to
this Section 2.12 shall use its best efforts (consistent with its internal
policy and legal and regulatory restrictions) to change the jurisdiction of its
Lending Office if the making of such change would avoid the need for, or reduce
the amount of, any such additional amounts which may thereafter accrue and the
making of such a change would not, in the reasonable judgment of such Bank, be
otherwise materially disadvantageous to such Bank.

         Each Bank which is not organized under the laws of the United States or
any state thereof agrees, as soon as practicable after receipt by it of a
request by the Borrower to do so, to file all appropriate forms and take other
appropriate action to obtain a certificate or other appropriate document from
the appropriate governmental authority in the jurisdiction imposing the relevant
Taxes, establishing that it is entitled to receive payments of principal and
interest under this Agreement and the Notes without deduction and free from
withholding of any Taxes imposed by such jurisdiction; provided, that if it is
unable, for any reason, to establish such exemption, or to file such forms and,
in any event, during such period of time as such request for exemption is
pending, the Borrower shall nonetheless remain obligated under the terms of the
immediately preceding paragraph.

         In the event any Bank receives a refund of any Taxes paid by the
Borrower pursuant to this Section 2.12(c), it will pay to the Borrower the
amount of such refund promptly upon receipt thereof; provided, however, if at
any time thereafter it is required to return such refund, the Borrower shall
promptly repay to it the amount of such refund.

         Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower and the Banks
contained in this Section 2.12(c) shall be applicable with respect to any
Transferee, subject to Section 9.08(e) as to any Participant, and any
calculations required by such provisions (i) shall be made based upon the
circumstances of such Transferee, and (ii) constitute a continuing agreement and
shall survive the termination of this Agreement and the payment in full or
cancellation of the Notes.


                                       34
<PAGE>   40

         SECTION 2.13.     Computation of Interest and Fees. Interest on Base
Rate Loans shall be computed on the basis of a year of 360 days and paid for the
actual number of days elapsed (including the first day but excluding the last
day). Interest on Euro-Dollar Loans and Money Market Loans shall be computed on
the basis of a year of 360 days and paid for the actual number of days elapsed,
calculated as to each Interest Period from and including the first day thereof
to but excluding the last day thereof. Commitment fees and any other fees
payable hereunder shall be computed on the basis of a year of 360 days and paid
for the actual number of days elapsed (including the first day but excluding the
last day).

         SECTION 2.14.     Changes to Commitments. So long as the Borrower has
not reduced the Commitments, the Borrower may request that the Commitments be
increased to $350,000,000 (the "Maximum Commitment"). If the Borrower requests
that the total Commitments from the Banks then parties to this Agreement be
increased, the Administrative Agent shall promptly give notice of such request
(the "Commitment Increase Notice") to each Bank. Within five Business Days of
its receipt of a Commitment Increase Notice from the Administrative Agent, each
Bank that desires to increase its Commitment in response to such request (each
such Bank, a "Consenting Bank") shall deliver notice to the Administrative Agent
of its election to increase its Commitment and the maximum amount of such
increase to its Commitment (for each Consenting Bank, its "Additional
Commitment"), which may not be larger than the excess of (a) the Maximum
Commitment, over (b) the Commitments then in effect. The failure of any Bank to
so notify the Administrative Agent of its election and its Additional
Commitment, if any, shall be deemed to be a refusal to increase its Commitment.
If the sum of the Commitments then in effect plus the aggregate Additional
Commitments does not exceed the Maximum Commitment, the Commitment of each
Consenting Bank shall be increased by its Additional Commitment. If the sum of
the Commitments then in effect plus the aggregate Additional Commitments exceeds
the Maximum Commitment, the Commitment of each Consenting Bank shall be
increased by an amount equal to the product of (i) such Consenting Bank's
Additional Commitment multiplied by (ii) the quotient of (a) the excess of (A)
the Maximum Commitment, over (B) the Commitments then in effect, divided by (b)
the aggregate Additional Commitments of all Consenting Banks. Any increase in
the Commitments shall be effective as of the tenth Business Day after the
delivery of the Commitment Increase Notice; provided, that the Commitments may
not at any time exceed the Maximum Commitment.

         SECTION 2.15.     Additional Banks and Commitments. Upon (i) the
execution of a signature page to this Agreement by a new bank or financial
institution (a "New Bank") and acceptance thereof by the Administrative
Agent,(ii) execution and delivery by the Borrower of a Syndicated Loan Note and
a Money Market Loan Note in favor of the New Bank, and (iii) delivery of notice
to the Banks by the Administrative Agent setting forth the effective date of the
addition of the New Bank hereunder and the amount of such New Bank's Commitment,
such New Bank shall be for all purposes a Bank party to this Agreement to the
same extent as if it were an original party hereto with a Commitment as set
forth on the signature page executed by the New Bank; provided, however, (i) the
total Commitments of all Banks (including any New Banks) shall not exceed in the
aggregate the Maximum Commitment, and (ii) the Commitments and obligations of
all Banks party hereto prior to the addition of any New Bank shall not be
affected by the addition of such New Bank.


                                       35
<PAGE>   41

                                  ARTICLE III

                            CONDITIONS TO BORROWINGS

         SECTION 3.01.    Conditions to First Borrowing. The obligation of each
Bank to make a Loan on the occasion of the first Borrowing is subject to the
satisfaction of the conditions set forth in Section 3.02 and receipt by the
Administrative Agent of the following (as to the documents described in
paragraphs (a), (c), (d) and (e) below, in sufficient number of counterparts for
delivery of a counterpart to each Bank and retention of one counterpart by the
Administrative Agent):

         (a)      from each of the parties hereto of either (i) a duly executed
counterpart of this Agreement signed by such party or (ii) a facsimile
transmission stating that such party has duly executed a counterpart of this
Agreement and sent such counterpart to the Administrative Agent;

         (b)      a duly executed Syndicated Loan Note for the account of each
Bank, a duly executed Swing Loan Note for the account of Wachovia and a duly
executed Money Market Loan Note for the account of each Bank, complying with the
provisions of Section 2.04, and from each Bank which holds any of the Original
Notes, such Original Notes, and a duly executed Guaranty;

         (c)      an opinion letter of King & Spalding, counsel for the Borrower
and the initial Guarantor, dated as of a date which is on or before the date of
the first Borrowing hereunder, substantially in the form of Exhibit B and
covering such additional matters relating to the transactions contemplated
hereby as the Administrative Agent or any Bank may reasonably request;

         (d)      an opinion of Jones, Day, Reavis & Pogue, special counsel for
the Administrative Agent, dated as of the Closing Date, substantially in the
form of Exhibit C and covering such additional matters relating to the
transactions contemplated hereby as the Administrative Agent may reasonably
request;

         (e)      a certificate (the "Closing Certificate") substantially in the
form of Exhibit G, dated as of the Closing Date, signed by an Executive Officer
(other than the Secretary) to the effect that (i) no Default has occurred and is
continuing on the date of the first Borrowing and (ii) the representations and
warranties of the Borrower contained in Article IV are true on and as of the
date of the first Borrowing hereunder;

         (f)      all documents which the Administrative Agent or any Bank may
reasonably request relating to the existence of the Borrower, the corporate
authority for and the validity of this Agreement, the Notes, the Guaranty, and
any other matters relevant hereto, all in form and substance satisfactory to the
Administrative Agent, including, without limitation, certificates of incumbency
of the General Partner and of the Guarantor, signed by the Secretary or an
Assistant Secretary of the General Partner and the Guarantor, certifying as to
the names, true signatures and incumbency of the officer or officers of the
General Partner and the Guarantor authorized to execute and deliver the Loan
Documents on behalf of the Borrower or the Guarantor, and certified copies of
the following items: (i) the Borrower's Certificate of Limited Partnership; (ii)
the Borrower's Partnership Agreement, (iii) for each of the General Partner and
the Guarantor, its


                                       36
<PAGE>   42

Certificate of Incorporation, (iv) for each of the General Partner and the
Guarantor, its Bylaws, (v) for each of the Borrower, the General Partner and the
Guarantor, a certificate of the Secretary of State of Georgia as to the valid
existence of the Borrower, the General Partner or the Guarantor as a Georgia
limited partnership or corporation, as the case may be, and (vi) the action
taken by the Board of Directors of the General Partner and the Guarantor
authorizing (A) on behalf of the Borrower, the execution, delivery and
performance of this Agreement, the Notes, the Contribution Agreement and the
other Loan Documents to which the Borrower is a party, and (B) on behalf of the
Guarantor, the execution, delivery and performance of the Guaranty and the
Contribution Agreement;

         (g)      a Notice of Borrowing or notification pursuant to Section
2.03(e) of acceptance of one or more Money Market Quotes, as applicable, if a
Borrowing is desired; and

         (h)      receipt of by the Administrative Agent: (1) for the ratable
account of each Bank, a fully earned and non-refundable amendment fee in the
amount of 0.05% of the aggregate amount of the Commitments; and (2) the fees
then due and payable to the Administrative Agent pursuant to the Arranger's
Letter Agreement.

In addition, if the Borrower desires funding of a Euro-Dollar Loan on the
Closing Date, the Administrative Agent shall have received, the requisite number
of days prior to the Closing Date, a funding indemnification letter satisfactory
to it, pursuant to which (i) the Administrative Agent and the Borrower shall
have agreed upon the interest rate, amount of Borrowing and Interest Period for
such Euro-Dollar Loan, and (ii) the Borrower shall indemnify the Banks from any
loss or expense arising from the failure to close on the anticipated Closing
Date identified in such letter or the failure to borrow such Euro-Dollar Loan on
such date. If any Money Market Loans are outstanding under the Original
Agreement on the Closing Date, they shall be deemed to have been made under this
Agreement and shall be evidenced by the Money Market Loan Note of the Bank or
Banks which made such Loans.

         SECTION 3.02.     Conditions to All Borrowings. The obligation of each
Bank to make a Syndicated Loan or of Wachovia to make a Swing Loan on the
occasion of each Borrowing (other than a Borrowing which consists solely of a
Refunding Loan) is subject to the satisfaction of the following conditions,
except as expressly provided in the last sentence of this Section 3.02:

         (a)      receipt by the Administrative Agent of a Notice of Borrowing,
acceptance of a Transaction Rate Quote or notification pursuant to Section
2.03(e) of acceptance of one or more Money Market Quotes, as applicable;

         (b)      the fact that, immediately before and after such Borrowing, no
Default shall have occurred and be continuing;

         (c)      the fact that the representations and warranties of the
Borrower contained in Article IV of this Agreement shall be true on and as of
the date of such Borrowing; and

         (d)      the fact that, immediately after such Borrowing, the
conditions set forth in clauses (i) and (ii) of Section 2.01 shall have been
satisfied.


                                       37
<PAGE>   43

Each Borrowing (Syndicated, Swing and Money Market) hereunder (other than a
Borrowing which consists solely of a Refunding Loan) shall be deemed to be a
representation and warranty by the Borrower on the date of such Borrowing as to
the truth and accuracy of the facts specified in paragraphs (b), (c) and (d) of
this Section, except to the extent otherwise disclosed pursuant to Section
5.01(c) or (d).

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

         The Borrower and (by incorporation by reference in the Guaranty) the
Guarantors, as expressly stated, each represent and warrant that:

         SECTION 4.01.     Partnership or Corporate Existence and Power. The
Borrower is a limited partnership, and PPI and each Subsidiary is a corporation,
duly organized, validly existing and in good standing under the laws of Georgia,
is duly qualified to transact business in every jurisdiction where, by the
nature of its business, such qualification is necessary, and has all partnership
powers and all governmental licenses, authorizations, consents and approvals
required to carry on its business as now conducted, except where any such
failure does not have and is not reasonably expected to cause a Material Adverse
Effect.

         SECTION 4.02.     Partnership or Corporate and Governmental
Authorization; No Contravention. The execution, delivery and performance by the
Borrower of this Agreement, the Notes and the other Loan Documents and by the
Guarantors of the Guaranty (i) are within the Borrower's partnership powers and
each Guarantor's respective corporate powers, (ii) have been duly authorized by
all necessary partnership or corporate action, (iii) require no action by or in
respect of or filing with, any governmental body, agency or official, other than
filings required by federal or state securities laws with respect to this
Agreement (iv) do not contravene, or constitute a default under, any provision
of applicable law or regulation or of the certificate of limited partnership or
partnership agreement of the Borrower or the articles of incorporation or
by-laws of the Guarantors or of any material agreement, judgment, injunction,
order, decree or other instrument binding upon the Borrower, the Guarantors or
any Subsidiaries, and (v) do not result in the creation or imposition of any
Lien on any asset of the Borrower, the Guarantors or any Subsidiaries.

         SECTION 4.03.     Binding Effect. This Agreement constitutes a valid
and binding agreement of the Borrower enforceable in accordance with its terms,
and the Notes, the Guaranty and the other Loan Documents, when executed and
delivered in accordance with this Agreement, will constitute valid and binding
obligations of the Borrower and the Guarantors parties thereto, enforceable in
accordance with their respective terms, provided that the enforceability hereof
and thereof is subject in each case to general principles of equity and to
bankruptcy, insolvency and similar laws affecting the enforcement of creditors'
rights generally.

         SECTION 4.04.     Financial and Property Information

         (a)      The balance sheet of PPI and the consolidated balance sheet of
the Borrower and its Consolidated Subsidiaries as of December 31, 1999 and the
related consolidated statements of


                                       38
<PAGE>   44

income, shareholders' equity and cash flows for the Fiscal Year then ended, in
the case of PPI reported on by PriceWaterhouseCoopers LLP, copies of which have
been delivered to each of the Banks, fairly present, in all material respects,
in conformity with GAAP, the consolidated financial position of PPI and the
Borrower and its Consolidated Subsidiaries, respectively, as of such date and
their consolidated results of operations and cash flows for such periods stated.

         (b)      Since December 31, 1999, there has been no event, act,
condition or occurrence having a Material Adverse Effect.

         (c)      All material information concerning the Properties which has
been furnished to the Banks is true and correct in all material respects.

         SECTION 4.05.     No Litigation. There is no action, suit or proceeding
pending, or to the knowledge of the Executive Officers, threatened, against or
affecting the Borrower, the Guarantors or any Subsidiaries before any court or
arbitrator or any governmental body, agency or official which has or is
reasonably expected to cause a Material Adverse Effect or which in any manner
draws into question the validity of or is reasonably expected to impair the
ability of the Borrower or the Guarantors to perform its obligations under, this
Agreement, the Notes, the Guaranty or any of the other Loan Documents.

         SECTION 4.06.     Compliance with ERISA

         (a)      The Borrower and each member of the Controlled Group have
fulfilled their obligations under the minimum funding standards of ERISA and the
Code with respect to each Plan and are in compliance in all material respects
with the presently applicable provisions of ERISA and the Code, and have not
incurred any liability to the PBGC or a Plan under Title IV of ERISA, except
where any such failure does not involve an aggregate amount in excess of
$2,500,000.

         (b)      Neither the Borrower nor any member of the Controlled Group is
or ever has been obligated to contribute to any Multiemployer Plan.

         SECTION 4.07.     Compliance with Laws; Payment of Taxes. The Borrower,
the Guarantors and the Subsidiaries are in compliance with all applicable laws,
regulations and similar requirements of governmental authorities, except where
(i) such compliance is being contested in good faith through appropriate
proceedings or (ii) any failure to comply does not have and is not reasonably
expected to cause a Material Adverse Effect. There have been filed on behalf of
the Borrower, the Guarantors and the Subsidiaries all Federal, state and local
income, excise, property and other tax returns which are required to be filed by
them and all taxes due pursuant to such returns or pursuant to any assessment
received by or on behalf of the Borrower, the Guarantors or any Subsidiary have
been paid, except: (A) ad valorem taxes not in excess of an aggregate amount of
$500,000; and (B) other liabilities, if (1) they are being contested in good
faith and against which the Borrower, the Guarantors or Subsidiary has set up
reserves in accordance with GAAP, or (2) the aggregate amount involved is not in
excess of $2,500,000. The charges, accruals and reserves on the books of the
Borrower, the Guarantors and the Subsidiaries in respect of taxes or other
governmental charges are, in the opinion of the Borrower and the Guarantors,
adequate. As of the Closing Date, United States income tax


                                       39
<PAGE>   45

returns of PPI have not been examined for any taxable year commencing with its
taxable year ending December 31, 1993 when it was initially qualified as a real
estate investment trust through its taxable year ending December 31, 2000.

         SECTION 4.08.     Subsidiaries. The Borrower has no Subsidiaries except
for those Subsidiaries listed on Schedule 4.08, as supplemented from time to
time, which accurately sets forth each such Subsidiary's complete name and
jurisdiction of incorporation.

         SECTION 4.09.     Investment Company Act.  Neither the Borrower, the
Guarantors nor any Subsidiaries is an "investment company" within the meaning of
the Investment Company Act of 1940, as amended.

         SECTION 4.10.     Public Utility Holding Company Act. Neither the
Borrower, PPI nor any Subsidiary is a "holding company", or a "subsidiary
company" of a "holding company", or an "affiliate" of a "holding company" or of
a "subsidiary company" of a "holding company", as such terms are defined in the
Public Utility Holding Company Act of 1935, as amended.

         SECTION 4.11.     Ownership of Property. Each of the Borrower, PPI and
the Subsidiaries has title to its properties sufficient for the conduct of its
business, except where any such failure does not have and is not reasonably
expected to cause a Material Adverse Effect.

         SECTION 4.12.     No Default. Neither the Borrower, PPI nor any of the
Subsidiaries is in default under or with respect to any agreement, instrument or
undertaking to which it is a party or by which it or any of its property is
bound which has or is reasonably expected to cause a Material Adverse Effect. No
Default or Event of Default has occurred and is continuing.

         SECTION 4.13.     Full Disclosure. All information heretofore furnished
by the Borrower or the Guarantors to the Administrative Agent or any Bank for
purposes of or in connection with this Agreement or any transaction contemplated
hereby is, and all such information hereafter furnished by the Borrower to the
Administrative Agent or any Bank will be, true, accurate and complete in all
material respects or based on reasonable estimates on the date as of which such
information is stated or certified. The Borrower and the Guarantors have
disclosed to the Banks in writing any and all facts which have had or are
reasonably expected to cause a Material Adverse Effect.

         SECTION 4.14.     Environmental Matters.

         (a)      Neither the Borrower, the Guarantors nor any other Subsidiary
is, to the knowledge of the Executive Officers, subject to any Environmental
Liability which has had or is reasonably expected to cause a Material Adverse
Effect and neither the Borrower, the Guarantors nor any Subsidiary has been
designated as a potentially responsible party under CERCLA or under any state
statute similar to CERCLA, except as disclosed in writing to the Administrative
Agent (and the Administrative Agent shall promptly furnish a copy of any such
disclosure to the Banks). None of the Properties has been identified on any
current or proposed (i) National Priorities List under 40 C.F.R. ss. 300, (ii)
CERCLIS list or (iii) any list arising from a state statute similar to CERCLA,
except as disclosed in writing to the Administrative Agent.


                                       40
<PAGE>   46

         (b)      No Hazardous Materials have been permitted or are being
permitted to be used, produced, manufactured, processed, treated, recycled,
generated, stored, disposed of, managed or otherwise handled at, or shipped or
transported to or from the Properties or are otherwise present at, on, in or
under the Properties, or, to the best of the knowledge of the Executive
Officers, at or from any adjacent site or facility, except for Hazardous
Materials, such as cleaning solvents, pesticides and other materials used,
produced, manufactured, processed, treated, recycled, generated, stored,
disposed of, managed, or otherwise handled in all material respects in
compliance with all applicable Environmental Requirements and except as
disclosed in writing to the Administrative Agent.

         (c)      The Borrower, the Guarantors and each of the Subsidiaries, has
procured all Environmental Authorizations necessary for the conduct of its
business, and is in compliance with all Environmental Requirements (including,
to the best knowledge of the Executive Officers, with respect to any
Environmental Releases) in connection with the operation of the Properties and
the Borrower's, the Guarantors' and each other Subsidiary's respective
businesses, except where any such failure to comply does not have and is not
reasonably expected to cause a Material Adverse Effect.

         SECTION 4.15.     Partner Interests and Capital Stock. All Partner
Interests and Capital Stock, debentures, bonds, notes and all other securities
of the Borrower, the Guarantors and each of the Subsidiaries presently issued
and outstanding are validly and properly issued in accordance with all
applicable laws, including, but not limited to, the "Blue Sky" laws of all
applicable states and the federal securities laws, except where any such failure
to comply does not and is not reasonably expected to cause a Material Adverse
Effect. The issued shares of Capital Stock of the Borrower's Wholly Owned
Subsidiaries are owned by the Borrower free and clear of any Lien or adverse
claim. At least a majority of the issued shares of non-voting Capital Stock of
each of the Borrower's Subsidiaries is owned by the Borrower free and clear of
any Lien or adverse claim.

         SECTION 4.16.     Margin Stock. Neither the Borrower, the Guarantors
nor any of the Subsidiaries is engaged principally, or as one of its important
activities, in the business of purchasing or carrying any Margin Stock.

         SECTION 4.17.     Insolvency. After giving effect to the execution and
delivery of the Loan Documents and the making of the Loans under this Agreement:
(i) neither the Borrower nor the Significant Subsidiary will (x) be "insolvent,"
within the meaning of such term as used in O.C.G.A. ss. 18-2-22 or as defined in
ss. 101 of the "Bankruptcy Code", or Section 2 of either the "UFTA" or the
"UFCA", or as defined or used in any "Other Applicable Law" (as those terms are
defined below), or (y) be unable to pay its debts generally as such debts become
due within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the
UFTA or Section 6 of the UFCA, or (z) have an unreasonably small capital to
engage in any business or transaction, whether current or contemplated, within
the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA or
Section 5 of the UFCA; and (ii) the obligations of the Borrower under the Loan
Documents and with respect to the Loans will not be rendered avoidable under any
Other Applicable Law. For purposes of this Section 4.17, "Bankruptcy Code" means
Title 11 of the United States Code, "UFTA" means the Uniform Fraudulent Transfer
Act, "UFCA" means the Uniform Fraudulent Conveyance Act, and "Other Applicable
Law" means any other


                                       41
<PAGE>   47

applicable state law pertaining to fraudulent transfers or acts voidable by
creditors, in each case as such law may be amended from time to time.

         SECTION 4.18.     Insurance. The Borrower, the Guarantors and each of
the Subsidiaries has (either in the name of the Borrower, the Guarantors or in
such other Subsidiary's own name), with financially sound and reputable
insurance companies having an A.M. Best rating of B+ or better, insurance on all
its property in at least such amounts and against at least such risks as are
usually insured against in the same general area by companies of established
repute engaged in the same or similar business.

         SECTION 4.19.     Real Estate Investment Trust. PPI is qualified under
the Code as a real estate investment trust.

                                    ARTICLE V

                                    COVENANTS

         The Borrower and (by incorporation by reference in the Guaranty) the
Guarantors agree that, so long as any Bank has any Commitment hereunder or any
amount payable hereunder or under any Note remains unpaid:

         SECTION 5.01.     Information. PPI and the Borrower will deliver to
each of the Banks:

         (a)      as soon as available and in any event within 90 days after the
end of each Fiscal Year, (i) a consolidated balance sheet of PPI as of the end
of its Fiscal Year and the related consolidated statements of income,
shareholders' equity and cash flows for such Fiscal Year, setting forth in each
case in comparative form the figures for the previous Fiscal Year, all certified
by PriceWaterhouseCoopers LLP or other independent public accountants of
nationally recognized standing, with such certification to be free of exceptions
and qualifications as to the scope of the audit or as to the going concern
nature of the business, and (ii) a consolidated balance sheet of Borrower and
its Consolidated Subsidiaries as of the end of its Fiscal Year and the related
consolidated statements of income, shareholders' equity and cash flows for such
Fiscal Year, setting forth in each case in comparative form the figures for the
previous fiscal year, all certified (subject to normal year-end adjustments) as
to fairness of presentation, GAAP and consistency by an Executive Officer;

         (b)      as soon as available and in any event within 60 days after the
end of each of the first 3 Fiscal Quarters of each Fiscal Year, consolidated
balance sheets of each of PPI and of the Borrower and its Consolidated
Subsidiaries as of the end of such Fiscal Quarter and the related statement of
income and statement of cash flows for such Fiscal Quarter and for the portion
of the Fiscal Year ended at the end of such Fiscal Quarter, setting forth in
each case in comparative form the figures for the corresponding Fiscal Quarter
and the corresponding portion of the previous Fiscal Year, all certified
(subject to normal year-end adjustments) as to fairness of presentation, GAAP
and consistency by an Executive Officer;

         (c)      simultaneously with the delivery of each set of financial
statements referred to in paragraphs (a) and (b) above, a certificate,
substantially in the form of Exhibit F (a "Compliance Certificate"), of an
Executive Officer (i) setting forth in reasonable detail the calculations


                                       42
<PAGE>   48

required to establish whether the Borrower was in compliance with the
requirements of Sections 5.03 through 5.10, inclusive, and Section 5.12 on the
date of such financial statements and (ii) stating whether any Default exists on
the date of such certificate and, if any Default then exists, setting forth the
details thereof and the action which the Borrower is taking or proposes to take
with respect thereto;

         (d)      within 5 Domestic Business Days after any Executive Officer
becomes aware of the occurrence of any Default, a certificate of an Executive
Officer setting forth the details thereof and the action which the Borrower is
taking or proposes to take with respect thereto;

         (e)      promptly upon the mailing thereof to the shareholders of PPI
generally, copies of all financial statements, reports and proxy statements so
mailed;

         (f)      promptly upon the filing thereof, copies of all registration
statements (other than the exhibits thereto and any registration statements on
Form S-8 or its equivalent) and annual, quarterly or monthly reports (excluding
Form 4, Statement of Changes in Beneficial Ownership, or its equivalent, unless
they reflect a Change in Control) which PPI shall have filed with the Securities
and Exchange Commission;

         (g)      if and when any member of the Controlled Group (i) gives or is
required to give notice to the PBGC of any "reportable event" (as defined in
Section 4043 of ERISA) with respect to any Plan which might constitute grounds
for a termination of such Plan under Title IV of ERISA, or knows that the plan
administrator of any Plan has given or is required to give notice of any such
reportable event, a copy of the notice of such reportable event given or
required to be given to the PBGC; (ii) receives notice of complete or partial
withdrawal liability under Title IV of ERISA, a copy of such notice; or (iii)
receives notice from the PBGC under Title IV of ERISA of an intent to terminate
or appoint a trustee to administer any Plan, a copy of such notice;

         (h)      by April 1 of each year, a report as of the end of such Fiscal
Year containing the following information: (i) a schedule of all outstanding
Debt, showing for each component of Debt, the lender, the total commitment, the
total Debt outstanding, the interest rate, if fixed, or a statement that the
interest rate floats, the term, the required amortization (if any) and the
security (if any); (ii) a schedule of all interest rate protection agreements,
showing for each such agreement, the total dollar amount, the type of agreement
(i.e. cap, collar, swap, etc.) and the term thereof; and (iii) a development
schedule of the announced development pipeline, including for each announced
development project, the project name and location, the number of units, the
expected construction start date, the expected date of delivery of the first
units, the expected stabilization date, and the total anticipated cost.

         (i)      from time to time such additional information regarding the
financial position or business of the Borrower and its Subsidiaries as the
Administrative Agent, at the request of any Bank, may reasonably request.

         SECTION 5.02.     Inspection of Property, Books and Records. The
Borrower and the Guarantors will (i) keep, and cause each other Consolidated
Subsidiary to keep, proper books of record and account in which full, true and
correct entries in conformity with GAAP shall be


                                       43
<PAGE>   49

made of all dealings and transactions in relation to its business and
activities; and (ii) permit, and cause each other Consolidated Subsidiary to
permit, representatives of any Bank at such Bank's expense prior to the
occurrence of a Default and at the Borrower's or the Guarantors' expense after
the occurrence and during the continuance of a Default to visit and inspect any
of their respective properties, to examine and make abstracts from any of their
respective books and records and to discuss their respective affairs, finances
and accounts with their respective officers, employees and independent public
accountants. The Borrower and the Guarantors agree to cooperate and assist in
such visits and inspections, in each case at such reasonable times, upon
reasonable prior notice to the Borrower or the Guarantors and as often as may
reasonably be desired.

         SECTION 5.03.     Consolidated Total Secured Debt. The amount of
Consolidated Total Secured Debt will not at any time exceed 40% of Consolidated
Total Asset Value.

         SECTION 5.04.     Ratio of Consolidated Total Debt to Consolidated
Total Assets. The ratio of Consolidated Total Debt to Consolidated Total Asset
Value will not at any time exceed 0.60 to 1.00.

         SECTION 5.05.     Interest Coverage. The ratio of Adjusted Consolidated
Income Available For Debt Service to Adjusted Consolidated Interest Expense
shall at all times exceed 2.00 to 1.0, calculated at the end of each Fiscal
Quarter, based on the Fiscal Quarter just ended and the immediately preceding
three Fiscal Quarters.

         SECTION 5.06.     Restricted Payments. The Borrower's Restricted
Payments (other than in connection with the Approved Unit Redemption
Transactions) in any calendar year shall not exceed 95% of Consolidated Income
Available for Distribution for such period, unless (i) the Borrower must pay out
an amount in excess of 95% of Consolidated Income Available for Distribution to
permit PPI to preserve its status as a real estate investment trust under the
applicable provision of the Code, or (ii) PPI declares one or more capital gains
dividends within such calendar year (in which event the amount of additional
Restricted Payments that may be made as a result of such declaration as provided
in this clause (ii) shall not exceed $30,000,000). In the event that the
Borrower or PPI receives a public debt rating of BBB- or better from Standard &
Poors or Baa3 or better from Moody's Investor's Service and so long as that
rating is affirmed during each year, the Borrower's Restricted Payments in any
calendar year will be limited to 100% of Consolidated Income Available for
Distribution for such calendar year with the same exceptions contained in
clauses (i) and (ii) of this Section 5.06.

         SECTION 5.07.     Consolidated Fixed Charges Coverage Ratio. At the end
of each Fiscal Quarter, the Consolidated Fixed Charges Coverage Ratio shall not
have been less than 1.75 to 1.0.

         SECTION 5.08.     Unsecured Fixed Charges Coverage. At the end of each
Fiscal Quarter, the ratio of Consolidated Income Available For Debt Service From
Eligible Properties to Adjusted Fixed Charges shall not have been less than 1.75
to 1.0.

         SECTION 5.09.     Unencumbered Assets. The ratio of Total
Unencumbered Asset Value to Unsecured Funded Debt shall not at any time be less
than 1.75 to 1.0.


                                       44
<PAGE>   50

         SECTION 5.10. Investments

         Neither the Borrower nor any Guarantor shall make Investments
(including loans and advances) in or to any Person except:

                  (A) Investments in (i) direct obligations of the United States
         Government maturing within one year, (ii) certificates of deposit
         issued by a commercial bank whose credit is satisfactory to the
         Administrative Agent, (iii) commercial paper rated A1 or the equivalent
         thereof by Standard & Poor's Corporation or P1 or the equivalent
         thereof by Moody's Investors Service, Inc. and in either case maturing
         within 9 months after the date of acquisition, (iv) tender bonds the
         payment of the principal of and interest on which is fully supported by
         a letter of credit issued by a United States bank whose long-term
         certificates of deposit are rated at least AA or the equivalent thereof
         by Standard & Poor's Corporation and Aa or the equivalent thereof by
         Moody's Investors Service, Inc. and (v) deposits required by government
         agencies or public utilities;

                  (B) without duplication, (i) loans or advances to directors,
         officers and employees in the ordinary course of business in the
         aggregate outstanding at any time not exceeding $2,500,000, and (ii)
         Investments in debt or equity securities rated at least BBB+ or the
         equivalent thereof by Standard & Poor's Corporation or at least Baa1 or
         the equivalent thereof by Moody's Investors Service not exceeding an
         aggregate amount outstanding at any time of $5,000,000;

                  (C) without duplication, Investments (exclusive of Investments
         permitted under clauses (A) and (B) above and clauses (D) and (E)
         below) in an aggregate amount outstanding at any time not in excess of
         20% of Consolidated Total Assets;

                  (D) Investments in Consolidated Subsidiaries; and

                  (E) Investments in connection with Approved Unit Redemption
         Transactions.

                  Neither GP Sub nor LP Sub shall make any Investments after the
         Closing Date in excess of an aggregate amount of $1,000,000, except in
         the Borrower; provided, that if either of them desires to make
         Investments permitted by clauses (A) through (D) above, rather than be
         restricted by this sentence, it can elect to become a Guarantor
         pursuant to and in accordance with the last sentence of Section
         5.23(d).

         SECTION 5.11. Dissolution; Redemptions. Neither the Borrower, any
Guarantor nor any of the Subsidiaries shall suffer or permit dissolution or
liquidation either in whole or in part or redeem or retire any shares of its own
stock or that of any Subsidiary, subject to the rights of limited partners of
the Borrower to convert or exchange their Partner Interests in the Borrower to
stock in PPI, except for (i) redemptions and retirements otherwise permitted by
Section 5.10 or 5.12 and (ii) the Approved Unit Redemption Transactions.

         SECTION 5.12. Consolidations, Mergers and Sales of Assets

The Borrower and the Guarantors will not, nor will the Borrower permit any other
Subsidiary to, consolidate or merge with or into, or sell, lease or otherwise
transfer all or any substantial part


                                       45
<PAGE>   51

of its assets to, any other Person, or discontinue or eliminate any business
line or segment, provided that

         (a) the Borrower, any Guarantor and any Subsidiary may merge with
another Person if (i) such Person was organized under the laws of the United
States of America or one of its states, (ii) the Borrower or such Guarantor or
other Subsidiary is the corporation surviving such merger and (iii) immediately
after giving effect to such merger, no Default shall have occurred and be
continuing,

         (b) any Guarantor may merge with or transfer assets to the Borrower
(with the Borrower as the survivor of any such merger), and any Subsidiary may
dissolve, liquidate, merge with or transfer assets to the Borrower, any
Guarantor, or another Subsidiary (with the Borrower or such Guarantor, as the
case may be, as the survivor in any such merger in which the Borrower or any
Guarantor is involved), and

         (c) the foregoing limitation on the sale, lease or other transfer of
assets and on the discontinuation or elimination of a business line or segment
shall not prohibit: (i) Approved Unit Redemption Transactions; and (ii) during
any Fiscal Quarter, a transfer of assets or the discontinuance or elimination of
a business line or segment (in a single transaction or in a series of related
transactions) unless the aggregate assets to be so transferred or utilized in a
business line or segment to be so discontinued, when combined with all other
assets transferred, and all other assets utilized in all other business lines or
segments discontinued, during such Fiscal Quarter and the immediately preceding
three (3) Fiscal Quarters, either (x) constituted more than fifteen percent
(15%) of Consolidated Total Assets at the end of the Fiscal Quarter immediately
preceding such Fiscal Quarter, or (y) contributed more than fifteen percent
(15%) of Consolidated Income Available For Debt Service during the four (4)
Fiscal Quarters immediately preceding such Fiscal Quarter.

         In the case of any Subsidiary which transfers all or a substantial part
of its assets pursuant to clause (c) of the preceding sentence, and in the case
of any Subsidiary the stock or other ownership interests in which are being sold
and with respect to which clause (c) would have been satisfied if the
transaction had been a sale of assets of such Subsidiary, such Subsidiary shall
be released from its obligations under the Guaranty (if it has become a party
thereto) and, in the case of a transaction involving a sale of assets, such
Subsidiary may dissolve, subject (as to GP Sub, if it is such Subsidiary to be
released) to the last sentence of Section 5.22.

         SECTION 5.13. Use of Proceeds. The proceeds of the Loans may be used
for general corporate and partnership purposes of the Borrower and the
Guarantors, and the Subsidiaries. No portion of the proceeds of the Loans will
be used by the Borrower or the Guarantors (i) in connection with, whether
directly or indirectly, any tender offer for, or other acquisition of, stock of
any corporation with a view towards obtaining control of such other corporation,
unless such tender offer or other acquisition is to be made on a negotiated
basis with the approval of the Board of Directors of the Person to be acquired
or (ii) for any purpose in violation of any applicable law or regulation.


                                       46
<PAGE>   52

         SECTION 5.14. Compliance with Laws; Payment of Taxes

         (a) The Borrower and the Guarantors will, and will cause each of the
Subsidiaries and each member of the Controlled Group to, comply with applicable
laws (including but not limited to ERISA), regulations and similar requirements
of governmental authorities (including but not limited to PBGC), except where
(i) the necessity of such compliance is being contested in good faith through
appropriate proceedings, or (ii) any failure to comply which does not have and
is not reasonably expected to cause a Material Adverse Effect. The Borrower and
the Guarantors will, and will cause each of the Subsidiaries to, pay promptly
when due all taxes, assessments, governmental charges, claims for labor,
supplies, rent and other obligations which, if unpaid, might become a Lien
against the Property of the Borrower, the Guarantors or any other Subsidiary,
except (A) liabilities being contested in good faith and against which, if
requested by the Administrative Agent, the Borrower, the Guarantors or
Subsidiary will set up reserves in accordance with GAAP, and (B) liabilities in
an aggregate amount not in excess of $2,500,000.

         (b) If the Borrower or any other member of the Controlled Group shall
enter into a Multiemployer Plan, the Borrower and the Guarantors shall not
permit the aggregate complete or partial withdrawal liability under Title IV of
ERISA with respect to Multiemployer Plans incurred by the Borrower, the
Guarantors and members of the Controlled Group to exceed $5,000,000 at any time.
For purposes of this Section 5.14(b), the amount of withdrawal liability of the
Borrower and members of the Controlled Group at any date shall be the aggregate
present value of the amount claimed to have been incurred less any portion
thereof which the Borrower, the Guarantors and members of the Controlled Group
have paid or as to which the Borrower and the Guarantors reasonably believe,
after appropriate consideration of possible adjustments arising under Sections
4219 and 4221 of ERISA, it and members of the Controlled Group will have no
liability, provided that the Borrower and the Guarantors shall obtain prompt
written advice from independent actuarial consultants supporting such
determination. The Borrower and the Guarantors agree (i) once in each year,
beginning with the first year in which the Borrower or any other member of the
Controlled Group enters into a Multiemployer Plan, to request and use its best
efforts to obtain a current statement (addressed to the Borrower and the
Administrative Agent) of the withdrawal liability of the Borrower and the
Guarantors and members of the Controlled Group from each Multiemployer Plan, if
any, and (ii) to transmit a copy of such statement to the Administrative Agent
and the Banks within 15 days after the Borrower receives the same.

         SECTION 5.15. Insurance. The Borrower and the Guarantors will maintain,
and will cause each of the Subsidiaries to maintain (either in the name of the
Borrower or the Guarantors' or such other Subsidiary's own name), with
financially sound and reputable insurance companies having an A.M. Best rating
of B+ or better, insurance on all its property in at least such amounts and
against at least such risks as are usually insured against in the same general
area by companies of established repute engaged in the same or similar business.

         SECTION 5.16. Change in Fiscal Year. The Borrower and the Guarantors
will not, and will cause the Subsidiaries to not, change its Fiscal Year without
the consent of the Required Banks.


                                       47
<PAGE>   53

         SECTION 5.17. Maintenance of Property; Principal Business. The Borrower
and the Guarantors shall, and shall cause each other Subsidiary to, maintain all
of its properties and assets in good condition, repair and working order,
ordinary wear and tear excepted, and maintain all Property consisting of
apartment communities (other than Property consisting of land acquired with
existing improvements which are to be substantially demolished) in a first class
manner. The principal business operations of the Borrower and the Subsidiaries,
taken as a whole, will be directly or indirectly related to multi-family
residential Properties.

         SECTION 5.18. Environmental Notices. Promptly upon any Executive
Officer's becoming aware thereof, the Borrower and the Guarantors shall furnish
to the Banks and the Administrative Agent prompt written notice of all
Environmental Liabilities, pending, threatened or anticipated Environmental
Proceedings, Environmental Notices, Environmental Judgments and Orders, and
Environmental Releases at, on, in, under or in any way affecting the Properties
or any adjacent property, which has had or is reasonably expected to cause a
Material Adverse Effect.

         SECTION 5.19. Environmental Matters. The Borrower and the Guarantors
will not, and will cause the Subsidiaries to not, and will not permit any Third
Party to, use, produce, manufacture, process, treat, recycle, generate, store,
dispose of, manage at, or otherwise handle, or ship or transport to or from the
Properties any Hazardous Materials except for Hazardous Materials such as
cleaning solvents, pesticides and other materials used, produced, manufactured,
processed, treated, recycled, generated, stored, disposed, managed, or otherwise
handled in compliance in all material respects with all applicable Environmental
Requirements.

         SECTION 5.20. Environmental Release. The Borrower and the Guarantors
agree that upon any Executive Officer's becoming aware of the occurrence of an
Environmental Release at or on any of the Properties the Borrower will act
immediately to investigate the extent of, and to take appropriate action to
remediate such Environmental Release, whether or not ordered or otherwise
directed to do so by any Environmental Authority.

         SECTION 5.21. Transactions with Affiliates. Neither the Borrower, any
Guarantor nor any of the Subsidiaries shall enter into, or be a party to, any
transaction with any Affiliate of the Borrower, any Guarantor or such other
Subsidiary (which Affiliate is not PPI, the Borrower, the Guarantors or a Wholly
Owned Subsidiary), except Approved Unit Redemption Transactions or as permitted
by law and in the ordinary course of business and pursuant to reasonable terms
which are no less favorable to Borrower or such Subsidiary than would be
obtained in a comparable arm's length transaction with a Person which is not an
Affiliate.

         SECTION 5.22. Qualification as a Real Estate Investment Trust; General
Partner. PPI shall at all times remain qualified under the Code as a real estate
investment trust. The Borrower will not agree to amend or waive the requirements
of Section 7.5A of the limited partnership agreement of the Borrower, as in
effect on the date of this Agreement, as such requirements are applicable to the
General Partner, without the prior written consent of the Required Banks (which
consent the Banks hereby agree not to unreasonably withhold or delay). The
General Partner shall at all times be one of PPI, GP Sub or another Wholly Owned
Subsidiary of PPI.


                                       48
<PAGE>   54

         SECTION 5.23. Certain Covenants Concerning Subsidiaries. The Borrower
and the Guarantors shall:

         (a) not permit any of the Subsidiaries (other than GP Sub, solely by
virtue of its being and in its capacity as a general partner of the Borrower) to
incur Unsecured Funded Debt after the Closing Date in an aggregate amount in
excess of $2,000,000 outstanding at any one time;

         (b) not permit any of the Subsidiaries (other than GP Sub, solely by
virtue of its being and in its capacity as a general partner of the Borrower) to
Guarantee the Debt of another Person; provided, that any Subsidiary can
Guarantee the Debt of another Subsidiary, so long as the aggregate amount of
Debt of Subsidiaries which is Guaranteed by Subsidiaries does not exceed
$500,000;

         (c) not permit any Significant Subsidiary to (x) be "insolvent," within
the meaning of such term as used in O.C.G.A. ss. 18-2-22 or as defined in ss.
101 of the "Bankruptcy Code", or Section 2 of either the "UFTA" or the "UFCA",
or as defined or used in any "Other Applicable Law" (as those terms are defined
below), or (y) be unable to pay its debts generally as such debts become due
within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA
or Section 6 of the UFCA, or (z) have an unreasonably small capital to engage in
any business or transaction in which it is engaged or about to be engaged,
within the meaning of Section 548 of the Bankruptcy Code, Section 4 of the UFTA
or Section 5 of the UFCA. For purposes of this Section 5.23(c), "Bankruptcy
Code" means Title 11 of the United States Code, "UFTA" means the Uniform
Fraudulent Transfer Act, "UFCA" means the Uniform Fraudulent Conveyance Act, and
"Other Applicable Law" means any other applicable state law pertaining to
fraudulent transfers or acts voidable by creditors, in each case as such law may
be amended from time to time; and

         (d) cause each Subsidiary which is or which becomes a Significant
Subsidiary to deliver to the Administrative Agent within 20 Business Days after
such event occurs (x) an executed counterpart of the Guarantee of the Loans
(substantially in the form set forth in Exhibit H), or joinder agreement with
respect to the Guaranty, in favor of the Agent and the Banks; (y) an executed
counterpart of the Contribution Agreement (substantially in the form set forth
in Exhibit L), or joinder agreement with respect to the Contribution Agreement;
and (z) documents pertaining to the Subsidiary reasonably requested by the
Administrative Agent of the types described in paragraph (f) of Section 3.01. In
addition, (i) any Subsidiary which is not a Significant Subsidiary but which has
Subsidiary Excluded Property may elect to become a Guarantor by complying with
the foregoing requirements, so that Property which it owns and which otherwise
would not be Eligible Property can become Eligible Property and (ii) if either
GP Sub or LP Sub wishes to make Investments permitted by the provisions of
clauses (A) through (D) of Section 5.10 (rather than be restricted by the last
sentence of Section 5.10), it may elect to become a Guarantor by complying with
the foregoing requirements.


                                       49
<PAGE>   55

                                   ARTICLE VI

                                    DEFAULTS

         SECTION 6.01. Events of Default. If one or more of the following events
("Events of Default") shall have occurred and be continuing:

         (a) the Borrower shall fail to pay when due any principal of any Loan
or shall fail to pay any interest on any Loan within 5 Domestic Business Days
after such interest shall become due, or shall fail to pay any fee or other
amount payable hereunder within 5 Domestic Business Days after such fee or other
amount becomes due; or

         (b) the Borrower or any Guarantor shall fail to observe or perform any
covenant contained in Sections 5.01(d), 5.02(ii), 5.03 to 5.09, inclusive, 5.11,
5.16 and 5.22; or

         (c) the Borrower or any Guarantor shall fail to observe or perform any
covenant or agreement contained in this Agreement (other than those covered by
paragraph (a) or (b) above) and such failure shall not have been cured within 30
days after the earlier to occur of (i) written notice thereof has been given to
the Borrower or the Guarantors by the Administrative Agent at the request of any
Bank or (ii) an Executive Officer otherwise becomes aware of any such failure;
or

         (d) any representation, warranty, certification or statement made by
the Borrower or a Guarantor in Article IV of this Agreement or in any
certificate, financial statement or other document delivered pursuant to this
Agreement shall prove to have been incorrect or misleading in any material
respect when made (or deemed made); or

         (e) the Borrower or any Guarantor shall fail to make any payment in
respect of Debt in an aggregate amount in excess of $10,000,000 outstanding
(other than the Notes) when due or within any applicable grace period; or

         (f) any event or condition shall occur which results in the
acceleration of the maturity of Debt outstanding of the Borrower or a Guarantor
in an aggregate amount in excess of $10,000,000 (including, without limitation,
any required mandatory prepayment or "put" of such Debt to the Borrower or a
Guarantor) or enables (with any condition for the giving of notice or the lapse
of time, or both, having been satisfied) the holders of such Debt or any Person
acting on such holders' behalf to accelerate the maturity thereof (including,
without limitation, any required mandatory prepayment or "put" of such Debt to
the Borrower or a Guarantor); or

         (g) the Borrower or any Guarantor shall commence a voluntary case or
other proceeding seeking liquidation, reorganization or other relief with
respect to itself or its debts under any bankruptcy, insolvency or other similar
law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, or shall consent to any such relief or to the
appointment of or taking possession by any such official in an involuntary case
or other proceeding commenced against it, or shall make a general assignment for
the benefit of creditors, or shall fail generally to pay its debts as they
become due, or shall take any corporate action to authorize any of the
foregoing; or


                                       50
<PAGE>   56

         (h) an involuntary case or other proceeding shall be commenced against
the Borrower or a Guarantor seeking liquidation, reorganization or other relief
with respect to it or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, and such involuntary case or other proceeding
shall remain undismissed and unstayed for a period of 60 days; or an order for
relief shall be entered against the Borrower or a Guarantor under the federal
bankruptcy laws as now or hereafter in effect; or

         (i) the Borrower or any member of the Controlled Group shall fail to
pay when due any material amount which it shall have become liable to pay to the
PBGC or to a Plan under Title IV of ERISA; or notice of intent to terminate a
Plan or Plans shall be filed under Title IV of ERISA by the Borrower, any member
of the Controlled Group, any plan administrator or any combination of the
foregoing; or the PBGC shall institute proceedings under Title IV of ERISA to
terminate or to cause a trustee to be appointed to administer any such Plan or
Plans or a proceeding shall be instituted by a fiduciary of any such Plan or
Plans to enforce Section 515 or 4219(c)(5) of ERISA and such proceeding shall
not have been dismissed within 30 days thereafter; or a condition shall exist by
reason of which the PBGC would be entitled to obtain a decree adjudicating that
any such Plan or Plans must be terminated; in each of the foregoing cases, where
the aggregate amount not so paid or the resulting withdrawal liability of the
Borrower, PPI or any Subsidiary is in excess of $10,000,000; or

         (j) one or more judgments or orders for the payment of money in an
aggregate amount in excess of $10,000,000 shall be rendered against the Borrower
or a Guarantor and such judgment or order shall continue unsatisfied and
unstayed for a period of 30 days; or

         (k) a federal tax lien shall be filed against any Property of the
Borrower or any Subsidiary under Section 6323 of the Code or a lien of the PBGC
shall be filed against any Property of the Borrower or a Guarantor under Section
4068 of ERISA and in either case such lien shall remain undischarged for a
period of 25 days after the date of filing, except where in either such case (i)
the aggregate amount involved is not in excess of $10,000,000, or (ii) such lien
did not arise in connection with a capital gains transaction and is being
contested in good faith and against which the Borrower or Subsidiary has set up
reserves in accordance with GAAP.

then, and in every such event, the Administrative Agent shall (i) if requested
by the Required Banks, by notice to the Borrower terminate the Commitments and
the obligation to make Swing Loans and they shall thereupon terminate, (ii) any
Bank may terminate its obligation to fund a Money Market Loan in connection with
any relevant Money Market Quote, and (iii) if requested by the Required Banks
(but not otherwise), by notice to the Borrower declare the Syndicated Loan
Notes, the Swing Loan Note and the Money Market Loan Notes (together with
accrued interest thereon) to be, and the Syndicated Loan Notes, together with
the Swing Loan Note and the Money Market Loan Notes, shall thereupon become,
immediately due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by the Borrower together with
interest at the Default Rate accruing on the principal amount thereof from and
after the date of such Event of Default; provided that if any Event of Default
specified in paragraph (g) or (h) above occurs with respect to the Borrower,
without any notice to the Borrower or any other act by the Administrative Agent
or the Banks, the Commitments and the


                                       51
<PAGE>   57

obligation to make Swing Loans shall thereupon terminate and the Syndicated Loan
Notes, the Swing Loan Note and the Money Market Loan Notes (together with
accrued interest thereon) shall become immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower together with interest thereon at the Default Rate
accruing on the principal amount thereof from and after the date of such Event
of Default. Notwithstanding the foregoing, the Administrative Agent shall have
available to it all other remedies at law or equity, and shall exercise any one
or all of them at the request of the Required Banks.

         SECTION 6.02. Notice of Default. The Administrative Agent shall give
notice to the Borrower of any Default under Section 6.01(c) promptly upon being
requested to do so by any Bank and shall thereupon notify all the Banks thereof.

                                   ARTICLE VII

                            THE ADMINISTRATIVE AGENT

         SECTION 7.01. Appointment; Powers and Immunities. Each Bank hereby
irrevocably appoints and authorizes the Administrative Agent to act as its agent
hereunder and under the other Loan Documents with such powers as are
specifically delegated to the Administrative Agent by the terms hereof and
thereof, together with such other powers as are reasonably incidental thereto.
The Administrative Agent: (a) shall have no duties or responsibilities except as
expressly set forth in this Agreement and the other Loan Documents, and shall
not by reason of this Agreement or any other Loan Document be a trustee for any
Bank; (b) shall not be responsible to the Banks for any recitals, statements,
representations or warranties contained in this Agreement or any other Loan
Document, or in any certificate or other document referred to or provided for
in, or received by any Bank under, this Agreement or any other Loan Document, or
for the validity, effectiveness, genuineness, enforceability or sufficiency of
this Agreement or any other Loan Document or any other document referred to or
provided for herein or therein or for any failure by the Borrower to perform any
of its obligations hereunder or thereunder; (c) shall not be required to
initiate or conduct any litigation or collection proceedings hereunder or under
any other Loan Document except to the extent requested by the Required Banks,
and then only on terms and conditions satisfactory to the Administrative Agent,
and (d) shall not be responsible for any action taken or omitted to be taken by
it hereunder or under any other Loan Document or any other document or
instrument referred to or provided for herein or therein or in connection
herewith or therewith, except for its own gross negligence or wilful misconduct.
The Administrative Agent may employ agents and attorneys-in-fact and shall not
be responsible for the negligence or misconduct of any such agents or
attorneys-in-fact selected by it with reasonable care. The provisions of this
Article VII are solely for the benefit of the Administrative Agent and the
Banks, and the Borrower shall not have any rights as a third party beneficiary
of any of the provisions hereof. In performing its functions and duties under
this Agreement and under the other Loan Documents, the Administrative Agent
shall act solely as agent of the Banks and does not assume and shall not be
deemed to have assumed any obligation towards or relationship of agency or trust
with or for the Borrower. The duties of the Administrative Agent shall be
ministerial and administrative in nature, and the Administrative Agent shall not
have by reason of this Agreement or any other Loan Document a fiduciary


                                       52
<PAGE>   58

relationship in respect of any Bank, except that it will hold in trust for the
account of each Bank any monies received by it which are payable to such Bank
hereunder.

         SECTION 7.02. Reliance by Administrative Agent. The Administrative
Agent shall be entitled to rely upon any certification, notice or other
communication (including any thereof by telephone, telecopier, telegram or
cable) believed by it to be genuine and correct and to have been signed or sent
by or on behalf of the proper Person or Persons, and upon advice and statements
of legal counsel, independent accountants or other experts selected by the
Administrative Agent. As to any matters not expressly provided for by this
Agreement or any other Loan Document, the Administrative Agent shall in all
cases be fully protected in acting, or in refraining from acting, hereunder and
thereunder in accordance with instructions signed by the Required Banks, and
such instructions of the Required Banks in any action taken or failure to act
pursuant thereto shall be binding on all of the Banks.

         SECTION 7.03. Defaults. The Administrative Agent shall not be deemed to
have knowledge of the occurrence of a Default or an Event of Default (other than
the nonpayment of principal of or interest on the Loans) unless the
Administrative Agent has received notice from a Bank or the Borrower specifying
such Default or Event of Default and stating that such notice is a "Notice of
Default". In the event that the Administrative Agent receives such a notice of
the occurrence of a Default or an Event of Default, or actually becomes aware of
the existence of an Event of Default, the Administrative Agent shall give prompt
notice thereof to the Banks. The Administrative Agent shall give each Bank
prompt notice of each nonpayment of principal of or interest on the Syndicated
Loans or the Swing Loan, whether or not it has received any notice of the
occurrence of such nonpayment. The Administrative Agent shall (subject to
Section 9.06) take such action hereunder with respect to such Default or Event
of Default as shall be directed by the Required Banks, provided that, unless and
until the Administrative Agent shall have received such directions, the
Administrative Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, with respect to such Default or Event of
Default as it shall deem advisable in the best interests of the Banks.

         SECTION 7.04. Rights of Administrative Agent as a Bank. With respect to
the Loans made by it, Wachovia in its capacity as a Bank hereunder shall have
the same rights and powers hereunder as any other Bank and may exercise the same
as though it were not acting as the Administrative Agent, and the term "Bank" or
"Banks" shall, unless the context otherwise indicates, include Wachovia in its
individual capacity. The Administrative Agent may (without having to account
therefor to any Bank) accept deposits from, lend money to and generally engage
in any kind of banking, trust or other business with PPI or Borrower (and any of
its Subsidiaries and Affiliates) as if it were not acting as the Administrative
Agent, and the Administrative Agent may accept fees and other consideration from
the Borrower (in addition to any agency fees and arrangement fees heretofore
agreed to between the Borrower and the Administrative Agent) for services in
connection with this Agreement or any other Loan Document or otherwise without
having to account for the same to the Banks.

         SECTION 7.05. Indemnification. Each Bank severally agrees to indemnify
the Administrative Agent, to the extent the Administrative Agent shall not have
been reimbursed by the Borrower, ratably in accordance with its Commitment, for
any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses (including, without


                                       53
<PAGE>   59

limitation, counsel fees and disbursements, but not including fees payable
pursuant to the Arranger's Letter Agreement), or disbursements of any kind and
nature whatsoever which may be imposed on, incurred by or asserted against the
Administrative Agent in any way relating to or arising out of this Agreement or
any other Loan Document or any other documents contemplated by or referred to
herein or therein or the transactions contemplated hereby or thereby (excluding,
unless an Event of Default has occurred and is continuing, the normal
administrative costs and expenses incident to the performance of its agency
duties hereunder) or the enforcement of any of the terms hereof or thereof or
any such other documents; provided that (i) no Bank shall be liable for any of
the foregoing to the extent they arise from the negligence or wilful misconduct
of the Administrative Agent and (ii) no Designated Bank shall be liable for any
payment under this Section 7.05 so long as, and to the extent that, its
Designating Bank makes such payments. If any indemnity furnished to the
Administrative Agent for any purpose shall, in the opinion of the Administrative
Agent, be insufficient or become impaired, the Administrative Agent may call for
additional indemnity and cease, or not commence, to do the acts indemnified
against until such additional indemnity is furnished.

         SECTION 7.06. Consequential Damages. THE ADMINISTRATIVE AGENT SHALL NOT
BE RESPONSIBLE OR LIABLE TO ANY BANK, THE BORROWER OR ANY OTHER PERSON OR ENTITY
FOR ANY PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A
RESULT OF THIS AGREEMENT, THE OTHER LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY.

         SECTION 7.07. Payee of Note Treated as Owner. The Administrative Agent
may deem and treat the payee of any Note as the owner thereof for all purposes
hereof unless and until a written notice of the assignment or transfer thereof
shall have been filed with the Administrative Agent and the provisions of
Section 9.08(c) have been satisfied. Any requests, authority or consent of any
Person who at the time of making such request or giving such authority or
consent is the holder of any Note shall be conclusive and binding on any
subsequent holder, transferee or assignee of that Note or of any Note or Notes
issued in exchange therefor or replacement thereof.

         SECTION 7.08. Nonreliance on Administrative Agent and Other Banks. Each
Bank agrees that it has, independently and without reliance on the
Administrative Agent or any other Bank, and based on such documents and
information as it has deemed appropriate, made its own credit analysis of the
Borrower and decision to enter into this Agreement and that it will,
independently and without reliance upon the Administrative Agent or any other
Bank, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own analysis and decisions in taking or not
taking action under this Agreement or any of the other Loan Documents. The
Administrative Agent shall not be required to keep itself informed as to the
performance or observance by the Borrower of this Agreement or any of the other
Loan Documents or any other document referred to or provided for herein or
therein or to inspect the properties or books of the Borrower or any other
Person. Except for notices, reports and other documents and information
expressly required to be furnished to the Banks by the Administrative Agent
hereunder or under the other Loan Documents, the Administrative Agent shall not
have any duty or responsibility to provide any Bank with any credit or other
information concerning the affairs, financial condition or business of the
Borrower or any other


                                       54
<PAGE>   60

Person (or any of their Affiliates) which may come into the possession of the
Administrative Agent.

         SECTION 7.09. Failure to Act. Except for action expressly required of
the Administrative Agent hereunder or under the other Loan Documents, the
Administrative Agent shall in all cases be fully justified in failing or
refusing to act hereunder and thereunder unless it shall receive further
assurances to its satisfaction by the Banks of their indemnification obligations
under Section 7.05 against any and all liability and expense which may be
incurred by the Administrative Agent by reason of taking, continuing to take, or
failing to take any such action.

         SECTION 7.10. Resignation or Removal of Administrative Agent. Subject
to the appointment and acceptance of a successor Administrative Agent as
provided below, the Administrative Agent may resign at any time by giving notice
thereof to the Banks and the Borrower and the Administrative Agent may be
removed at any time with or without cause by the Required Banks. Upon any such
resignation or removal, the Required Banks shall have the right to appoint a
successor Administrative Agent, subject to the right of the Borrower, so long as
no Event of Default is in existence, to approve any such successor
Administrative Agent which is not then a Bank or an Affiliate thereof, which
approval shall not be unreasonably withheld or delayed. If no successor
Administrative Agent shall have been so appointed by the Required Banks and
shall have accepted such appointment within 30 days after the retiring
Administrative Agent's notice of resignation or the Required Banks' removal of
the retiring Administrative Agent, then the retiring Administrative Agent may,
on behalf of the Banks, appoint a successor Administrative Agent. Any successor
Administrative Agent shall be a bank which has a combined capital and surplus of
at least $500,000,000. Upon the acceptance of any appointment as Administrative
Agent hereunder by a successor Administrative Agent, such successor
Administrative Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged from its duties and
obligations hereunder. After any retiring Administrative Agent's resignation or
removal hereunder as Administrative Agent, the provisions of this Article VII
shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as the Administrative Agent
hereunder.

                                  ARTICLE VIII

                      CHANGE IN CIRCUMSTANCES; COMPENSATION

         SECTION 8.01. Basis for Determining Interest Rate Inadequate or Unfair.
If on or prior to the first day of any Interest Period:

         (a) the Administrative Agent determines that deposits in Dollars (in
the applicable amounts) are not being offered in the relevant market for such
Interest Period, or

         (b) the Required Banks advise the Administrative Agent that the London
Interbank Offered Rate, as determined by the Administrative Agent will not
adequately and fairly reflect the cost to such Banks of funding the relevant
type of Euro-Dollar Loans for such Interest Period, the Administrative Agent
shall forthwith give notice thereof to the Borrower and the


                                       55
<PAGE>   61

Banks, whereupon until the Administrative Agent notifies the Borrower that the
circumstances giving rise to such suspension no longer exist, the obligations of
the Banks to make the type of Euro-Dollar Loans specified in such notice shall
be suspended. Unless the Borrower notifies the Administrative Agent at least 2
Domestic Business Days before the date of any Borrowing of such type of
Euro-Dollar Loans for which a Notice of Borrowing has previously been given that
it elects not to borrow on such date, such Borrowing shall instead be made as a
Base Rate Borrowing.

         SECTION 8.02. Illegality. If, after the date hereof, the adoption of
any applicable law, rule or regulation, or any change therein, or any change in
the interpretation or administration thereof by any governmental authority,
central bank or comparable agency charged with the interpretation or
administration thereof (any such agency being referred to as an "Authority" and
any such event being referred to as a "Change of Law"), or compliance by any
Bank (or its Lending Office) with any request or directive (whether or not
having the force of law) of any Authority shall make it unlawful or impossible
for any Bank (or its Lending Office) to make, maintain or fund its Euro-Dollar
Loans and such Bank shall so notify the Administrative Agent, the Administrative
Agent shall forthwith give notice thereof to the other Banks and the Borrower,
whereupon until such Bank notifies the Borrower and the Administrative Agent
that the circumstances giving rise to such suspension no longer exist, the
obligation of such Bank to make Euro-Dollar Loans shall be suspended. Before
giving any notice to the Administrative Agent pursuant to this Section, such
Bank shall designate a different Lending Office if such designation will avoid
the need for giving such notice and will not, in the judgment of such Bank, be
otherwise disadvantageous to such Bank. If such Bank shall determine that it may
not lawfully continue to maintain and fund any of its outstanding Euro-Dollar
Loans to maturity and shall so specify in such notice, the Borrower shall
immediately prepay in full the then outstanding principal amount of each
Euro-Dollar Loan of such Bank, together with accrued interest thereon.
Concurrently with prepaying each such Euro-Dollar Loan, the Borrower shall
borrow a Base Rate Loan in an equal principal amount from such Bank (on which
interest and principal shall be payable contemporaneously with the related
Euro-Dollar Loans of the other Banks), and such Bank shall make such a Base Rate
Loan.

         SECTION 8.03. Increased Cost and Reduced Return.

         (a) If after the date hereof, a Change of Law or compliance by any Bank
(or its Lending Office) with any request or directive (whether or not having the
force of law) of any Authority:

                  (i)      shall impose, modify or deem applicable any reserve,
         special deposit or similar requirement (including, without limitation,
         any such requirement imposed by the Board of Governors of the Federal
         Reserve System, but excluding with respect to any Euro-Dollar Loan any
         such requirement which is compensated by the payment of additional
         interest pursuant to the last paragraph of this Section 8.03(a))
         against assets of, deposits with or for the account of, or credit
         extended by, any Bank (or its Lending Office); or

                  (ii)     shall impose on any Bank (or its Lending Office) or
         the London interbank market any other condition affecting its Fixed
         Rate Loans, its Syndicated Loan Notes or its Money Market Loan Notes or
         its obligation to make Fixed Rate Loans;


                                       56
<PAGE>   62

and the result of any of the foregoing is to increase the cost to such Bank (or
its Lending Office) of making or maintaining any Syndicated Loan, or to reduce
the amount of any sum received or receivable by such Bank (or its Lending
Office) under this Agreement or under its Syndicated Loan Notes or Money Market
Loan Notes with respect thereto, by an amount deemed by such Bank to be
material, then, within 15 days after demand by such Bank (with a copy to the
Administrative Agent), the Borrower shall pay to such Bank such additional
amount or amounts as will compensate such Bank for such increased cost or
reduction, but in no event shall the Borrower be liable for amounts incurred
more than 90 days prior to receipt of such demand.

         In addition, if at any time a Euro-Dollar Reserve Percentage greater
than 0% is imposed on any Bank, the Borrower shall pay to such Bank additional
interest on the unpaid principal amount of the Euro-Dollar Loans of such Bank
until such principal amount is paid in full at an interest rate per annum equal
at all times to the quotient obtained (rounded upwards, if necessary, to the
next higher 1/100th of 1%) by dividing (i) the applicable London Interbank
Offered Rate for such Euro-Dollar Loan for such Interest Period by (ii) 1.00
minus the Euro-Dollar Reserve Percentage, payable on each date on which interest
is payable on such Euro-Dollar Loan. Such additional interest, if any, shall be
determined by such Bank and notified to the Borrower through the Administrative
Agent.

         (b) If any Bank shall have determined that after the date hereof the
adoption of any applicable law, rule or regulation regarding capital adequacy,
or any change therein, or any change in the interpretation or administration
thereof, or compliance by any Bank (or its Lending Office) with any request or
directive regarding capital adequacy (whether or not having the force of law) of
any Authority, has or would have the effect of reducing the rate of return on
such Bank's capital as a consequence of its obligations hereunder to a level
below that which such Bank could have achieved but for such adoption, change or
compliance (taking into consideration such Bank's policies with respect to
capital adequacy) by an amount deemed by such Bank to be material, then from
time to time, within 15 days after demand by such Bank, the Borrower shall pay
to such Bank such additional amount or amounts as will compensate such Bank for
such reduction, but in no event shall the Borrower be liable for amounts
incurred more than 90 days prior to receipt of such demand.

         (c) Each Bank will promptly notify the Borrower and the Administrative
Agent of any event of which it has knowledge, occurring after the date hereof,
which will entitle such Bank to compensation pursuant to this Section and will
designate a different Lending Office if such designation will avoid the need
for, or reduce the amount of, such compensation and will not, in the judgment of
such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank
claiming compensation under this Section and setting forth in reasonable detail
the additional amount or amounts to be paid to it hereunder shall be conclusive
in the absence of manifest error. In determining such amount, such Bank may use
any reasonable averaging and attribution methods.

         (d) Notwithstanding the foregoing, in the event the Borrower is
required to pay any Bank amounts pursuant to Section 2.12(c) or this Section
8.03 and the designation of a different Lending Office pursuant to Section
2.12(c) or Section 8.03(c) will not avoid the need for compensation to such Bank
(an "Affected Bank"), the Borrower may give notice to such Affected Bank (with
copies to the Administrative Agent) that it wishes to seek one or more


                                       57
<PAGE>   63

assignees (which may be one or more of the Banks) to assume the Commitment of
such Affected Bank and to purchase its outstanding Loans and Notes; provided,
that if there is more than one Affected Bank which has requested substantially
and proportionally equal compensation hereunder, the Borrower shall elect to
seek an assignee to assume the Commitments of all such Affected Banks. Each
Affected Bank agrees to sell its Commitment, Loans, Notes and interest in this
Agreement in accordance with Section 9.08(c) to any such assignee for an amount
equal to the sum of the outstanding unpaid principal of and accrued interest on
such Loans and Notes, plus all other fees and amounts (including, without
limitation, any compensation due to such Affected Banks under Section 2.12(c) or
this Section 8.03) due to such Affected Bank hereunder calculated, in each case,
to the date such Loans, Notes and interest are purchased. Upon such sale or
prepayment, each such Affected Bank shall have no further commitment or other
obligation to the Borrower hereunder or under any Note.

         (e) The provisions of this Section 8.03 shall be applicable with
respect to any Transferee, subject to Section 9.08(e) as to any Participant, and
any calculations required by such provisions shall be made based upon the
circumstances of such Transferee.

         SECTION 8.04. Base Rate Loans or Other Euro-Dollar Loans Substituted
for Affected Euro-Dollar Loans. If (i) the obligation of any Bank to make or
maintain any type of Euro-Dollar Loans has been suspended pursuant to Section
8.02 or (ii) any Bank has demanded compensation under Section 8.03, and the
Borrower shall, by at least 5 Euro-Dollar Business Days' prior notice to such
Bank through the Administrative Agent, have elected that the provisions of this
Section shall apply to such Bank, then, unless and until such Bank notifies the
Borrower that the circumstances giving rise to such suspension or demand for
compensation no longer apply:

         (a) all Syndicated Loans which would otherwise be made by such Bank as
Euro-Dollar Loans shall be made instead as Base Rate Loans and interest and
principal on such Syndicated Loans shall be payable contemporaneously with the
related Euro-Dollar Loans of the other Banks, and

         (b) after each of its Euro-Dollar Loans has been repaid, all payments
of principal which would otherwise be applied to repay such Euro-Dollar Loans
shall be applied to repay its Base Rate Loans instead.

         SECTION 8.05. Compensation. Upon the request of any Bank, delivered to
the Borrower and the Administrative Agent, the Borrower shall pay to such Bank
such amount or amounts as shall compensate such Bank for any loss, cost or
expense (not including lost profits) reasonably and actually incurred by such
Bank (except solely such as result from such Bank's breach of its obligations
under the Loan Documents or gross negligence or wilful misconduct) as a result
of:

         (a) any payment or prepayment (pursuant to Section 2.08, 2.09, 2.10,
2.11, 6.01, 8.02 or otherwise) of a Euro-Dollar Loan on a date other than the
last day of an Interest Period for such Loan; or


                                       58
<PAGE>   64

         (b) any failure by the Borrower to prepay a Euro-Dollar Loan on the
date for such prepayment specified in the relevant notice of prepayment
hereunder; or

         (c) any failure by the Borrower to borrow a Euro-Dollar Loan or Money
Market Loan on the date for the Euro-Dollar Borrowing or Money Market Borrowing
of which such Euro-Dollar Loan or Money Market Borrowing is a part specified in
the applicable Notice of Borrowing delivered pursuant to Section 2.02 or
notification of acceptance of Money Market Quotes pursuant to Section 2.03(e).

                                   ARTICLE IX

                                  MISCELLANEOUS

         SECTION 9.01. Notices. All notices, requests and other communications
to any party hereunder shall be in writing (including bank wire, telecopier or
similar writing) and shall be given to such party at its address or telecopier
number set forth on the signature pages hereof or such other address or
telecopier number as such party may hereafter specify for the purpose by notice
to each other party. Each such notice, request or other communication shall be
effective (i) if given by telecopier, when such telecopy is transmitted to the
telecopier number specified in this Section and the appropriate confirmation is
received, (ii) if given by mail, 3 Domestic Business Days after such
communication is deposited in the mails with first class postage prepaid,
addressed as aforesaid or (iii) if given by any other means, when delivered at
the address specified in this Section; provided that notices to the
Administrative Agent under Article II or Article VIII shall not be effective
until received.

         SECTION 9.02. No Waivers. No failure or delay by the Administrative
Agent or any Bank in exercising any right, power or privilege hereunder or under
any Note or other Loan Document shall operate as a waiver thereof nor shall any
single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and
remedies herein provided shall be cumulative and not exclusive of any rights or
remedies provided by law.

         SECTION 9.03. Expenses; Documentary Taxes. The Borrower shall pay (i)
all reasonable out-of-pocket expenses actually incurred by the Administrative
Agent, including reasonable fees and disbursements of special counsel for the
Banks and the Administrative Agent, in connection with the preparation of this
Agreement and the other Loan Documents, any waiver or consent hereunder or
thereunder or any amendment hereof or thereof or any Default hereunder or
thereunder and (ii) if a Default occurs, all reasonable out-of-pocket expenses
actually incurred by the Administrative Agent and the Banks, including
reasonable fees and disbursements of counsel, in connection with such Default
and collection and other enforcement proceedings resulting therefrom, including
reasonable out-of-pocket expenses actually incurred in enforcing this Agreement
and the other Loan Documents. The Borrower shall indemnify the Administrative
Agent and each Bank against any transfer taxes, documentary taxes, assessments
or charges made by any Authority by reason of the execution and delivery of this
Agreement or the other Loan Documents.


                                       59
<PAGE>   65

         SECTION 9.04. Indemnification. The Borrower shall indemnify the
Administrative Agent, the Banks and each Affiliate thereof and their respective
directors, officers, employees and agents from, and hold each of them harmless
against, any and all losses, liabilities, claims or damages to which any of them
may become subject, insofar as such losses, liabilities, claims or damages arise
out of or result from any actual or proposed use by the Borrower of the proceeds
of any extension of credit by any Bank hereunder or breach by the Borrower of
this Agreement or any other Loan Document or from any investigation, litigation
(including, without limitation, any actions taken by the Administrative Agent or
any of the Banks to enforce this Agreement or any of the other Loan Documents)
or other proceeding (including, without limitation, any threatened investigation
or proceeding) relating to the foregoing, and the Borrower shall reimburse the
Administrative Agent and each Bank, and each Affiliate thereof and their
respective directors, officers, employees and agents, upon demand for any
out-of-pocket expenses (including, without limitation, reasonable legal fees)
actually incurred in connection with any such investigation or proceeding; but
excluding any such losses, liabilities, claims, damages or expenses incurred
solely by reason of the breach of obligations under the Loan Documents or gross
negligence or wilful misconduct of the Person to be indemnified.

         SECTION 9.05. Setoff; Sharing of Setoffs.

         (a) The Borrower agrees that the Administrative Agent and each Bank
(and Wachovia, as to the Swing Loans) shall have a right of setoff for all
indebtedness and obligations owing to them from the Borrower upon all deposits
or deposit accounts, of any kind, or any interest in any deposits or deposit
accounts thereof, now or hereafter pledged, mortgaged, transferred or assigned
to the Administrative Agent or any such Bank or otherwise in the possession or
control of the Administrative Agent or any such Bank for any purpose for the
account or benefit of the Borrower and including any balance of any deposit
account or of any credit of the Borrower with the Administrative Agent or any
such Bank, whether now existing or hereafter established, and the Borrower
hereby authorizes the Administrative Agent and each Bank at any time or times
with or without prior notice to apply such balances or any part thereof to any
indebtedness and obligations owing by the Borrower to the Banks and/or the
Administrative Agent during the existence of an Event of Default and in such
amounts as they may elect, and whether or not the collateral, if any, or the
responsibility of other Persons primarily, secondarily or otherwise liable may
be deemed adequate; provided, however, nothing herein contained shall authorize
or entitle the Administrative Agent or any Bank to exercise any right of setoff
against any accounts, monies, government securities, or other Investments held
by such Person under any escrow, trust, special purpose account, or other
similar arrangement established with such Person by the Borrower or the
Guarantors or Subsidiary for the purpose of (i) implementing a defeasance or "in
substance" defeasance of Debt of the Borrower or the Guarantors or Subsidiary,
or (ii) maintaining security deposits of tenants of any of the Properties. For
the purposes of this paragraph, all remittances and property shall be deemed to
be in the possession of the Administrative Agent or any such Bank as soon as the
same may be put in transit to it by mail or carrier or by other bailee.

         (b) Each Bank agrees that if it shall, by exercising any right of
setoff or counterclaim or otherwise (including, without limitation, from any
collateral hereafter obtained), receive payment of a proportion of the aggregate
amount of principal and interest owing with respect to the Syndicated Loan Note
held by it which is greater than the proportion received by any other Bank


                                       60
<PAGE>   66

in respect of the aggregate amount of all principal and interest owing with
respect to the Syndicated Loan Note held by such other Bank, the Bank receiving
such proportionately greater payment shall purchase such participations in the
Syndicated Loan Notes held by the other Banks owing to such other Banks, and
such other adjustments shall be made, as may be required so that all such
payments of principal and interest with respect to the Syndicated Loan Notes
held by the Banks owing to such other Banks shall be shared by the Banks pro
rata; provided that (i) nothing in this Section shall impair the right of any
Bank to exercise any right of setoff or counterclaim it may have and to apply
the amount subject to such exercise to the payment of indebtedness of the
Borrower other than its indebtedness under the Syndicated Loan Notes, and (ii)
if all or any portion of such payment received by the purchasing Bank is
thereafter recovered from such purchasing Bank, such purchase from each other
Bank shall be rescinded and such other Bank shall repay to the purchasing Bank
the purchase price of such participation to the extent of such recovery together
with an amount equal to such other Bank's ratable share (according to the
proportion of (x) the amount of such other Bank's required repayment to (y) the
total amount so recovered from the purchasing Bank) of any interest or other
amount paid or payable by the purchasing Bank in respect of the total amount so
recovered. The Borrower agrees, to the fullest extent it may effectively do so
under applicable law, that any holder of a participation in a Syndicated Loan
Note or Money Market Loan Note, whether or not acquired pursuant to the
foregoing arrangements, may exercise rights of setoff or counterclaim and other
rights with respect to such participation as fully as if such holder of a
participation were a direct creditor of the Borrower in the amount of such
participation.

         SECTION 9.06. Amendments and Waivers. (a) Any provision of this
Agreement, the Notes or any other Loan Documents, may be amended or waived if,
but only if, such amendment or waiver is in writing and is signed by the
Borrower and the Required Banks (and, if the rights or duties of the
Administrative Agent are affected thereby, by the Administrative Agent);
provided that, no such amendment or waiver shall, unless signed by all Banks,
(i) change the Commitment of any Bank or subject any Bank to any additional
obligation, (ii) change the principal of or rate of interest on any Loan or any
fees (other than fees payable to the Administrative Agent) hereunder, (iii)
change the date fixed for any payment of principal of or interest on any Loan or
any fees hereunder, (iv) change the amount of principal, interest or fees due on
any date fixed for the payment thereof, (v) change the percentage of the
Commitments or of the aggregate unpaid principal amount of the Notes, or the
percentage of Banks, which shall be required for the Banks or any of them to
take any action under this Section or any other provision of this Agreement,
(vi) change the manner of application of any payments made under this Agreement
or the Notes, (vii) release or substitute all or any substantial part of the
collateral (if any) held as security for the Loans, or (viii) release any
Guarantee given to support payment of the Loans, except as expressly provided in
the last sentence of Section 5.12.

         (b) The Borrower will not obtain from any Bank its written agreement to
waive or amend any of the provisions of this Agreement except through the
Administrative Agent, and the Administrative Agent shall be supplied by the
Borrower with sufficient information to enable the Banks to make an informed
decision with respect thereto. Executed or true and correct copies of any waiver
or consent effected pursuant to the provisions of this Agreement shall be
delivered by the Borrower to the Administrative Agent for redelivery to each
Bank forthwith following the date on which the same shall have been executed and
delivered by the requisite percentage of Banks. The Borrower will not, directly
or indirectly, pay or cause to be paid any remuneration,


                                       61
<PAGE>   67

whether by way of supplemental or additional interest, fee or otherwise, to any
Bank (in its capacity as such) as consideration for or as an inducement to the
entering into by such Bank of any waiver or amendment of any of the terms and
provisions of this Agreement unless such remuneration is concurrently paid, on
the same terms, ratably to all such Banks.

         (c) Each Designated Bank hereby appoints its Designating Bank as such
Designated Bank's agent and attorney in fact and grants to its Designating Bank
an irrevocable power of attorney, coupled with an interest, to receive payments
made for the benefit of such Designated Bank under this Agreement, to deliver
and receive all communications and notices under this Agreement and other Loan
Documents and to exercise on such Designated Bank's behalf all rights to vote
and to grant and make approvals, waivers, consents, releases and amendments to
or under this Agreement or the other Loan Documents. Any document executed by
such agent on such Designated Bank's behalf in connection with this Agreement or
the other Loan Documents shall be binding on such Designated Bank. The Borrower,
the Administrative Agent, the Syndication Agent, the Documentation Agent and
each of the Banks may rely on and are beneficiaries of the preceding provisions.

         SECTION 9.07. No Margin Stock Collateral. Each of the Banks represents
to the Administrative Agent and each of the other Banks that it in good faith is
not, directly or indirectly (by negative pledge or otherwise), relying upon any
Margin Stock as collateral in the extension or maintenance of the credit
provided for in this Agreement.

         SECTION 9.08. Successors and Assigns.

         (a) The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns;
provided that the Borrower may not assign or otherwise transfer any of its
rights under this Agreement.

         (b) Any Bank may at any time sell to one or more Persons (each a
"Participant") participating interests in any Loan owing to such Bank, any Note
held by such Bank, any Commitment hereunder or any other interest of such Bank
hereunder. In the event of any such sale by a Bank of a participating interest
to a Participant, such Bank's obligations under this Agreement shall remain
unchanged, such Bank shall remain solely responsible for the performance
thereof, such Bank shall remain the holder of any such Note for all purposes
under this Agreement, and the Borrower and the Administrative Agent shall
continue to deal solely and directly with such Bank in connection with such
Bank's rights and obligations under this Agreement. In no event shall a Bank
that sells a participation be obligated to the Participant to take or refrain
from taking any action hereunder except that such Bank may agree that it will
not (except as provided below), without the consent of the Participant, agree to
(i) the change of any date fixed for the payment of principal of or interest on
the related Loan or Loans, (ii) the change of the amount of any principal,
interest or fees due on any date fixed for the payment thereof with respect to
the related Loan or Loans, (iii) the change of the principal of the related Loan
or Loans, (iv) any change in the rate at which either interest is payable
thereon or (if the Participant is entitled to any part thereof) fee is payable
hereunder from the rate at which the Participant is entitled to receive interest
or fee (as the case may be) in respect of such participation, (v) the release or
substitution of all or any substantial part of the collateral (if any) held as
security for the Loans, or (vi) the release of any Guarantee given to support
payment of the Loans, except as


                                       62
<PAGE>   68

expressly provided in the last sentence of Section 5.12. Each Bank selling a
participating interest in any Loan, Note, Commitment or other interest under
this Agreement, other than a Money Market Loan or Money Market Loan Note or
participating interest therein, shall, within 10 Domestic Business Days of such
sale, provide the Borrower and the Administrative Agent with written
notification stating that such sale has occurred and identifying the Participant
and the interest purchased by such Participant. The Borrower agrees that each
Participant shall be entitled to the benefits of Sections 8.03 and 8.05, subject
to the provisions of Section 9.08(e), with respect to its participation in Loans
outstanding from time to time.

         (c) Any Bank may at any time assign to one or more banks or financial
institutions (each an "Assignee") all, or in the case of its Loans and
Commitments, a proportionate part of all its Loans and Commitments, of its
rights and obligations under this Agreement, the Notes and the other Loan
Documents, and such Assignee shall assume all such rights and obligations,
pursuant to an Assignment and Acceptance, executed by such Assignee, such
transferor Bank and the Administrative Agent (and, in the case of an Assignee
that is not then a Bank (or an Affiliate of a Bank), subject to clause (iii)
below, by the Borrower); provided that (i) no interest may be sold by a Bank
pursuant to this paragraph (c) unless the Assignee shall agree to assume ratably
equivalent portions of the transferor Bank's Commitment, (ii) if a Bank is
assigning only a portion of its Commitment, then, the amount of the Commitment
being assigned (determined as of the effective date of the assignment) shall be
in an amount not less than $10,000,000, (iii) except during the continuance of
an Event of Default, no interest may be sold by a Bank pursuant to this
paragraph (c) to any Assignee that is not then a Bank (or an Affiliate of a
Bank) without the consent of the Borrower and the Administrative Agent, which
consent shall not be unreasonably withheld, and (iv) except during the existence
of an Event of Default, each Bank may make only two assignments to a Person
which, prior to the assignment, was not a Bank (or an Affiliate of such Bank),
unless the Borrower has consented thereto in its sole discretion. Upon (A)
execution of the Assignment and Acceptance by such transferor Bank, such
Assignee, the Administrative Agent and (if applicable) the Borrower, (B)
delivery of an executed copy of the Assignment and Acceptance to the Borrower
and the Administrative Agent, (C) payment by such Assignee to such transferor
Bank of an amount equal to the purchase price agreed between such transferor
Bank and such Assignee, and (D) payment by such Assignee of a processing and
recordation fee of $2,500 to the Administrative Agent, such Assignee shall for
all purposes be a Bank party to this Agreement and shall have all the rights and
obligations of a Bank under this Agreement to the same extent as if it were an
original party hereto with a Commitment as set forth in such instrument of
assumption, and the transferor Bank shall be released from its obligations
hereunder to a corresponding extent, and no further consent or action by the
Borrower, the Banks or the Administrative Agent shall be required. Upon the
consummation of any transfer to an Assignee pursuant to this paragraph (c), the
transferor Bank, the Administrative Agent and the Borrower shall make
appropriate arrangements so that, if required, a new Note is issued to such
Assignee.

         (d) Subject to the provisions of Section 9.09, the Borrower authorizes
each Bank to disclose to any Participant or Assignee (each a "Transferee") and
any prospective Transferee any and all financial information in such Bank's
possession concerning the Borrower which has been delivered to such Bank by the
Borrower pursuant to this Agreement or which has been delivered to such Bank by
the Borrower in connection with such Bank's credit evaluation prior to entering
into this Agreement.


                                       63
<PAGE>   69

         (e) No Transferee shall be entitled to receive any greater payment
under Section 8.03 than the transferor Bank would have been entitled to receive
with respect to the rights transferred, unless such transfer is made with the
Borrower's prior written consent or by reason of the provisions of Section 8.02
or 8.03 requiring such Bank to designate a different Lending Office under
certain circumstances or at a time when the circumstances giving rise to such
greater payment did not exist.

         (f) Anything in this Section 9.08 to the contrary notwithstanding, any
Bank may assign and pledge all or any portion of the Loans and/or obligations
owing to it to any Federal Reserve Bank or the United States Treasury as
collateral security pursuant to Regulation A of the Board of Governors of the
Federal Reserve System and any Operating Circular issued by such Federal Reserve
Bank, provided that any payment in respect of such assigned Loans and/or
obligations made by the Borrower to the assigning and/or pledging Bank in
accordance with the terms of this Agreement shall satisfy the Borrower's
obligations hereunder in respect of such assigned Loans and/or obligations to
the extent of such payment. No such assignment shall release the assigning
and/or pledging Bank from its obligations hereunder.

         (g) Any Bank may at any time designate not more than one Designated
Bank to fund Money Market Loans on behalf of such Designating Bank subject to
the terms of this Section 9.08(g), and the provisions of Section 9.08(c) shall
not apply to such designation. No Bank may have more than one Designated Bank at
any time. Such designation may occur either by the execution of the signature
pages of this Agreement by such Bank and Designated Bank next to the appropriate
"Designating Bank" and "Designated Bank" captions, or by execution by such
parties of a Designation Agreement subsequent to the date of this Agreement;
provided, that any Bank and its Designated Bank executing the signatures pages
of this Agreement as "Designating Bank" and "Designated Bank", respectively, on
the date hereof shall be deemed to have executed a Designation Agreement, and
shall be bound by the respective representations, warranties and covenants
contained therein, and such designation shall be conclusively deemed to be
acknowledged by the Borrower and the Administrative Agent. The parties to each
such designation occurring subsequent to the execution date hereof shall execute
and deliver to the Administrative Agent and the Borrower for their
acknowledgment a Designation Agreement. Upon such receipt of an appropriately
completed Designation Agreement executed by a Designating Bank and a designee
representing that it is a Designated Bank and acknowledged by the Borrower, the
Administrative Agent will acknowledge such Designation Agreement and will give
prompt notice thereof to the Borrower and the other Banks, whereupon, (i) the
Borrower shall execute and deliver to the Designating Bank a Designated Bank
Note payable to the order of the Designated Bank, (ii) from and after the
effective date specified in the Designation Agreement, the Designated Bank shall
become a party to this Agreement with a right to make Money Market Loans on
behalf of its Designating Bank pursuant to Section 2.03(g), and (iii) the
Designated Bank shall not be required to make payments with respect to any
obligations in this Agreement except to the extent of excess cash flow of such
Designated Bank which is not otherwise required to repay obligations of such
Designated Bank which are then due and payable; provided, however, that
regardless of such designation and assumption by the Designated Bank, the
Designating Bank shall be and remain obligated to the Borrower, the
Administrative Agent, the Syndication Agent, the Documentation Agent and the
Banks for each and every obligation of the Designating Bank and its related
Designated Bank with respect to this Agreement, including, without limitation,
any indemnification obligations under Section


                                       64
<PAGE>   70

7.05 and any sums otherwise payable to the Borrower by the Designated Bank. Each
Designating Bank shall serve as the administrative agent of its Designated Bank
and shall on behalf of its Designated Bank: (i) receive any and all payments
made for the benefit of such Designated Bank and (ii) give and receive all
communications and notices and take all actions hereunder, including, without
limitation, votes, approvals, waivers, releases, consents and amendments under
or relating to this Agreement and the other Loan Documents. Any such notice,
communication, vote, approval, waiver, consent or amendment shall be signed by a
Designating Bank as administrative agent for its Designated Bank and need not be
signed by such Designated Bank on its own behalf. The Borrower, the
Administrative Agent, the Syndication Agent, the Documentation Agent and the
Banks may rely thereon without any requirement that the Designated Bank sign or
acknowledge the same. No Designated Bank may assign or transfer all or any
portion of its interest hereunder or under any other Loan Document, other than
via an assignment to its Designating Bank or Liquidity Bank (but any assignment
to a Liquidity Bank shall not curtail or affect the appointment or rights of the
Designating Bank pursuant to Section 9.06(c) or Section 4 of the Designation
Agreement, which appointment and rights are irrevocable), if any, or otherwise
in accordance with the provisions of Section 2.03(g).

         SECTION 9.09. Confidentiality. Each Bank agrees to exercise
commercially reasonable efforts to keep any information delivered or made
available by the Borrower to it confidential from anyone other than persons
employed or retained by such Bank who are or are expected to become engaged in
evaluating, approving, structuring or administering the Loans; provided that
nothing herein shall prevent any Bank from disclosing such information (i) to
any other Bank, (ii) upon the order of any court or administrative agency, (iii)
upon the request or demand of any regulatory agency or authority having
jurisdiction over such Bank, (iv) which has been publicly disclosed without
breach of these or any other applicable confidentiality provisions, (v) to the
extent reasonably required in connection with any litigation to which the
Administrative Agent, any Bank or their respective Affiliates may be a party,
(vi) to the extent reasonably required in connection with the exercise of any
remedy hereunder, (vii) to such Bank's legal counsel and independent auditors
(whom the Bank agrees to advise as to the confidential nature of such
information), (viii) to any actual or proposed Transferee of all or part of its
rights hereunder which has agreed in writing to be bound by the provisions of
this Section 9.09; provided that should disclosure of any such confidential
information be required by virtue of clause (ii) or clause (v) of the
immediately preceding sentence, any relevant Bank shall promptly notify the
Borrower of same so as to allow the Borrower to seek a protective order or to
take any other appropriate action; provided, further, that, no Bank shall be
required to delay compliance with any directive to disclose any such information
so as to allow the Borrower to effect any such action, and (ix) by any
Designated Bank to any rating agency, commercial paper dealer, or provider of a
surety, guaranty or credit or liquidity enhancement to such Designated Bank
which has agreed in writing to be bound by the provisions of this Section 9.09
and to use such information solely for purposes of evaluating the
creditworthiness of the Borrower and the Guarantors and their abilities to
perform their obligations under this Agreement and the other Loan Documents.

         SECTION 9.10. Representation by Banks. Each Bank hereby represents that
it is a commercial lender or financial institution which makes Syndicated Loans
and Money Market Loans in the ordinary course of its business and that it will
make its Syndicated Loans and Money Market Loans hereunder for its own account
in the ordinary course of such business;


                                       65
<PAGE>   71

provided that, subject to Section 9.08, the disposition of the Note or Notes
held by that Bank shall at all times be within its exclusive control.

         SECTION 9.11. Obligations Several. The obligations of each Bank
hereunder are several, and no Bank shall be responsible for the obligations or
commitment of any other Bank hereunder. Nothing contained in this Agreement and
no action taken by the Banks pursuant hereto shall be deemed to constitute the
Banks to be a partnership, an association, a joint venture or any other kind of
entity. The amounts payable at any time hereunder to each Bank shall be a
separate and independent debt, and each Bank shall be entitled to protect and
enforce its rights arising out of this Agreement or any other Loan Document and
it shall not be necessary for any other Bank to be joined as an additional party
in any proceeding for such purpose.

         SECTION 9.12. Georgia Law. This Agreement and each Note shall be
construed in accordance with and governed by the law of the State of Georgia.

         SECTION 9.13. Severability. In case any one or more of the provisions
contained in this Agreement, the Notes or any of the other Loan Documents should
be invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein and therein shall
not in any way be affected or impaired thereby and shall be enforced to the
greatest extent permitted by law.

         SECTION 9.14. Interest. In no event shall the amount of interest, and
all charges, amounts or fees contracted for, charged or collected pursuant to
this Agreement, the Notes or the other Loan Documents and deemed to be interest
under applicable law (collectively, "Interest") exceed the highest rate of
interest allowed by applicable law (the "Maximum Rate"), and in the event any
such payment is inadvertently received by any Bank, then the excess sum (the
"Excess") shall be credited as a payment of principal, unless the Borrower shall
notify such Bank in writing that it elects to have the Excess returned
forthwith. It is the express intent hereof that the Borrower not pay and the
Banks not receive, directly or indirectly in any manner whatsoever, interest in
excess of that which may legally be paid by the Borrower under applicable law.
The right to accelerate maturity of any of the Loans does not include the right
to accelerate any interest that has not otherwise accrued on the date of such
acceleration, and the Administrative Agent and the Banks do not intend to
collect any unearned interest in the event of any such acceleration. All monies
paid to the Administrative Agent or the Banks hereunder or under any of the
Notes or the other Loan Documents, whether at maturity or by prepayment, shall
be subject to rebate of unearned interest as and to the extent required by
applicable law. By the execution of this Agreement, the Borrower covenants that
(i) the credit or return of any Excess shall constitute the acceptance by the
Borrower of such Excess, and (ii) the Borrower shall not seek or pursue any
other remedy, legal or equitable , against the Administrative Agent or any Bank,
based in whole or in part upon contracting for charging or receiving any
Interest in excess of the Maximum Rate. For the purpose of determining whether
or not any Excess has been contracted for, charged or received by the
Administrative Agent or any Bank, all interest at any time contracted for,
charged or received from the Borrower in connection with this Agreement, the
Notes or any of the other Loan Documents shall, to the extent permitted by
applicable law, be amortized, prorated, allocated and spread in equal parts
throughout the full term of the Commitments. The Borrower, the Administrative
Agent and each Bank shall, to the maximum extent permitted under applicable law,
(i) characterize any non-principal payment as an expense,


                                       66
<PAGE>   72

fee or premium rather than as Interest and (ii) exclude voluntary prepayments
and the effects thereof. The provisions of this Section shall be deemed to be
incorporated into each Note and each of the other Loan Documents (whether or not
any provision of this Section is referred to therein). All such Loan Documents
and communications relating to any Interest owed by the Borrower and all figures
set forth therein shall, for the sole purpose of computing the extent of
obligations hereunder and under the Notes and the other Loan Documents be
automatically recomputed by the Borrower, and by any court considering the same,
to give effect to the adjustments or credits required by this Section.

         SECTION 9.15. Interpretation. No provision of this Agreement or any of
the other Loan Documents shall be construed against or interpreted to the
disadvantage of any party hereto by any court or other governmental or judicial
authority by reason of such party having or being deemed to have structured or
dictated such provision.

         SECTION 9.16. Waiver of Jury Trial; Consent to Jurisdiction. The
Borrower (a) and each of the Banks and the Administrative Agent irrevocably
waives, to the fullest extent permitted by law, any and all right to trial by
jury in any legal proceeding arising out of this Agreement, any of the other
Loan Documents, or any of the transactions contemplated hereby or thereby, (b)
submits to the nonexclusive personal jurisdiction in the State of Georgia, the
courts thereof and the United States District Courts sitting therein, for the
enforcement of this Agreement, the Notes and the other Loan Documents, (c)
waives any and all personal rights under the law of any jurisdiction to object
on any basis (including, without limitation, inconvenience of forum) to
jurisdiction or venue within the State of Georgia for the purpose of litigation
to enforce this Agreement, the Notes or the other Loan Documents, and (d) agrees
that service of process may be made upon it in the manner prescribed in Section
9.01 for the giving of notice to the Borrower. Nothing herein contained,
however, shall prevent the Administrative Agent from bringing any action or
exercising any rights against any security and against the Borrower personally,
and against any assets of the Borrower, within any other state or jurisdiction.

         SECTION 9.17. Counterparts. This Agreement may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.

         SECTION 9.18. Source of Funds -- ERISA. Each of the Banks hereby
severally (and not jointly) represents to the Borrower that no part of the funds
to be used by such Bank to fund the Syndicated Loans and Money Market Loans
hereunder from time to time constitutes (i) assets allocated to any separate
account maintained by such Bank in which any employee benefit plan (or its
related trust) has any interest nor (ii) any other assets of any employee
benefit plan. As used in this Section, the terms "employee benefit plan" and
"separate account" shall have the respective meanings assigned to such terms in
Section 3 of ERISA.

         SECTION 9.19. No Bankruptcy Proceedings. Each of the Borrower, the
Banks, the Administrative Agent, the Syndication Agent and the Administrative
Agent agrees that it will not institute against any Designated Bank or join any
other Person in instituting against any Designated Bank any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding under any
federal or state bankruptcy or similar law, for one year and one day after


                                       67
<PAGE>   73

the payment in full of the latest maturing commercial paper note issued by such
Designated Bank.

               [Signatures are contained on the following pages.]


                                       68
<PAGE>   74

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed, under seal, by their respective authorized officers as of the day
and year first above written.

                                             POST APARTMENT HOMES, L.P.   (SEAL)

                                             By: Post GP Holdings, Inc., its
                                                 sole general partner


                                                 By: /s/
                                                     ---------------------------
                                                     R. Gregory Fox
                                                     Executive Vice President

                                             Post Apartment Homes, L.P.
                                             One Riverside
                                             4401 Northside Parkway
                                             Suite 800
                                             Atlanta, Georgia 30327-3057
                                             Attention: R. Gregory Fox
                                                        Executive Vice President
                                             Telecopier number: 404-846-5028
                                             Confirmation number: 404-846-9367


                                       69
<PAGE>   75


COMMITMENTS                         WACHOVIA BANK, N.A., as Administrative Agent
$70,000,000                         and as a Bank                         (SEAL)


                                    By: /s/
                                       -----------------------------------------
                                       Title: Senior Vice President

                                    Lending Office

                                    Wachovia Bank, N.A.
                                    191 Peachtree Street, N.E.
                                    Atlanta, Georgia 30303-1757
                                    Attention: Syndications Group
                                    Telecopier number: 404-332-1394
                                    Confirmation number: 404-332-6971


                                       70
<PAGE>   76

$60,000,000                         FIRST UNION NATIONAL BANK, as Syndication
                                    Agent and as a Bank                   (SEAL)


                                    By: /s/
                                       -----------------------------------------
                                       Title: Vice President

                                    Lending Office

                                    First Union National Bank
                                    One First Union Center DC6
                                    Charlotte, North Carolina 28288-0166
                                    Attention: Mr. Daniel J. Sullivan
                                    Telecopier number: 704-383-6205
                                    Confirmation number: 704-383-6441


                                       71
<PAGE>   77

$70,000,000                         SUNTRUST BANK, as Documentation Agent and as
                                    a Bank                                (SEAL)


                                    By: /s/
                                       -----------------------------------------
                                       Title: Vice President

                                    Lending Office

                                    SunTrust Bank
                                    50 Hurt Plaza-Suite 700
                                    Atlanta, Georgia 30303
                                    Attention: Mr. W. John Neill
                                    Telecopier number: 404-827-6774
                                    Confirmation number: 404-588-8248


                                       72
<PAGE>   78

$25,000,000                         BANK OF AMERICA, N.A.                 (SEAL)


                                    By: /s/
                                       -----------------------------------------
                                       Title: Vice President

                                    LENDING OFFICE

                                    Bank of America, N.A.
                                    100 North Tryon Street
                                    Charlotte, North Carolina 28255-0001
                                    Attention: Mr. Dean R. Whitehill
                                    Telecopier No.: 704-388-8841
                                    Confirmation No.: 704-388-8494


                                       73
<PAGE>   79

$25,000,000                         SOUTHTRUST BANK                       (SEAL)


                                    By: /s/
                                       -----------------------------------------
                                       Title: Group Vice President

                                    Lending Office

                                    SouthTrust Bank
                                    420 North 20th Street
                                    Birmingham, Alabama 35290
                                    Attention: Ms. Lynn Feuerlein
                                    Telecopier number: 205-254-8270
                                    Confirmation number: 205-254-5870


                                       74
<PAGE>   80

$20,000,000                         BANK ONE, NA                          (SEAL)


                                    By: /s/
                                       -----------------------------------------
                                       Title: Senior Vice President

                                    Lending Office

                                    Bank One, NA
                                    1 Bank One Plaza
                                    Mail Suite IL1-0315
                                    Chicago, Illinois 60670
                                    Attention: Mr. Kenneth Nelson
                                    Telecopier number: 312-732-1117
                                    Confirmation number: 312-732-6403


                                       75
<PAGE>   81

$10,000,000                         THE CHASE MANHATTAN BANK              (SEAL)


                                    By: /s/
                                       -----------------------------------------
                                       Title: Vice President

                                    Lending Office

                                    The Chase Manhattan Bank
                                    707 Travis, 6th Floor-North-47
                                    Houston, Texas 77252-8047
                                    Attention: Ms. Susan M. Tate
                                    Telecopier number: 713-216-7713
                                    Confirmation number: 713-216-1511


                                       76
<PAGE>   82

$20,000,000                         PNC BANK, NATIONAL ASSOCIATION        (SEAL)


                                    By: /s/
                                       -----------------------------------------
                                       Title: Assistant Vice President

                                    Lending Office

                                    PNC Bank, National Association
                                    One PNC Plaza
                                    249 5th Avenue
                                    Mail Stop P1-POPP-19-2
                                    Pittsburgh, Pennsylvania 15222
                                    Attention: Mr. Wayne Robertson
                                    Telecopier number: 412-762-6500
                                    Confirmation number: 412-762-8452


                                       77
<PAGE>   83

$20,000,000                         BANKERS TRUST COMPANY                 (SEAL)


                                    By: /s/
                                       -----------------------------------------
                                       Title: Director

                                    Lending Office

                                    Bankers Trust Company
                                    130 Liberty Street
                                    14th Floor
                                    New York, New York 10006
                                    Attention: Ms. Mary Rodwell
                                    Telecopier number: 212-669-0935
                                    Confirmation number: 212-250-2955


                                       78
<PAGE>   84
                                                                     EXHIBIT A-1

                              SYNDICATED LOAN NOTE


                                Atlanta, Georgia
                                January 12, 2001


         For value received, POST APARTMENT HOMES, L.P., a Georgia limited
partnership (the "Borrower"), promises to pay to the order of
__________________________________________________, a ____________________ (the
"Bank"), for the account of its Lending Office, the principal sum of
___________________________________ AND NO/100 DOLLARS ($__________), or such
lesser amount as shall equal the unpaid principal amount of each Syndicated Loan
made by the Bank to the Borrower pursuant to the Amended and Restated Credit
Agreement referred to below, on the dates and in the amounts provided in the
Amended and Restated Credit Agreement. The Borrower promises to pay interest on
the unpaid principal amount of this Syndicated Loan Note on the dates and at the
rate or rates provided for in the Amended and Restated Credit Agreement.
Interest on any overdue principal of and, to the extent permitted by law,
overdue interest on the principal amount hereof shall bear interest at the
Default Rate, as provided for in the Amended and Restated Credit Agreement. All
such payments of principal and interest shall be made in lawful money of the
United States in Federal or other immediately available funds at the office of
Wachovia Bank, N.A., 191 Peachtree Street, N.E., Atlanta, Georgia 30303-1757, or
such other address as may be specified from time to time pursuant to the Amended
and Restated Credit Agreement.

         All Syndicated Loans made by the Bank, the respective maturities
thereof, the interest rates from time to time applicable thereto, and all
repayments of the principal thereof shall be recorded by the Bank and, prior to
any transfer hereof, endorsed by the Bank on the schedule attached hereto, or on
a continuation of such schedule attached to and made a part hereof; provided
that the failure of the Bank to make any such recordation or endorsement shall
not affect the obligations of the Borrower hereunder or under the Amended and
Restated Credit Agreement.

         This Syndicated Loan Note is one of the Syndicated Loan Notes referred
to in the Fifth Amended and Restated Credit Agreement dated as of January 12,
2001 among the Borrower, the Banks listed on the signature pages thereof,
SunTrust Bank, as Documentation Agent, First Union National Bank, as Syndication
Agent and Wachovia Bank, N.A., as Administrative Agent (as the same may be
amended and modified from time to time, the "Amended and Restated Credit
Agreement"). Terms defined in the Amended and Restated Credit Agreement are used
herein with the same meanings. Reference is made to the Amended and Restated
Credit Agreement for provisions for the optional and mandatory prepayment and
the repayment hereof and the acceleration of the maturity hereof.


                                       79
<PAGE>   85

         IN WITNESS WHEREOF, the Borrower has caused this Syndicated Loan Note
to be duly executed, under seal, by its duly authorized officer as of the day
and year first above written.


                             POST APARTMENT HOMES, L.P.                   (SEAL)

                             By: Post GP Holdings, Inc., its sole general
                                 partner



                                 By:
                                    -------------------------------------
                                    R. Gregory Fox
                                    Executive Vice President



                                       80
<PAGE>   86

                          Syndicated Loan Note (cont'd)

<TABLE>
<CAPTION>
                   Syndicated Loans AND PAYMENTS OF PRINCIPAL
--------------------------------------------------------------------------------
          Base Rate or                 Amount of
          Euro-Dollar    Amount of     Principal                       Notation
Date         Loan           Loan        Repaid       Maturity Date     Made by
--------------------------------------------------------------------------------
<S>       <C>            <C>           <C>           <C>               <C>

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
</TABLE>


                                       81
<PAGE>   87

                                                                     EXHIBIT A-2

                                 SWING LOAN NOTE


                                Atlanta, Georgia
                                January 12, 2001



         For value received, POST APARTMENT HOMES, L.P., a Georgia limited
partnership (the "Borrower"), promises to pay to the order of Wachovia Bank,
N.A., a national banking association (the "Bank"), for the account of its
Lending Office, the principal sum of Five Million and No/100 Dollars
($5,000,000), or such lesser amount as shall equal the unpaid principal amount
of each Swing Loan made by the Bank to the Borrower pursuant to the Amended and
Restated Credit Agreement referred to below, on the dates and in the amounts
provided in the Amended and Restated Credit Agreement. The Borrower promises to
pay interest on the unpaid principal amount of this Swing Loan Note at the rate
provided for Base Rate Loans or Transaction Rate Loans, as the case may be, on
the dates provided for in the Amended and Restated Credit Agreement. Interest on
any overdue principal of and, to the extent permitted by law, overdue interest
on the principal amount hereof shall bear interest at the Default Rate, as
provided for in the Amended and Restated Credit Agreement. All such payments of
principal and interest shall be made in lawful money of the United States in
Federal or other immediately available funds at the office of Wachovia Bank,
N.A., 191 Peachtree Street, N.E., Atlanta, Georgia 30303-1757, or such other
address as may be specified from time to time pursuant to the Amended and
Restated Credit Agreement.

         All Swing Loans made by the Bank, the respective maturities thereof,
and all repayments of the principal thereof shall be recorded by the Bank and,
prior to any transfer hereof, endorsed by the Bank on the schedule attached
hereto, or on a continuation of such schedule attached to and made a part
hereof; provided that the failure of the Bank to make any such recordation or
endorsement shall not affect the obligations of the Borrower hereunder or under
the Amended and Restated Credit Agreement.

         This Swing Loan Note is the Swing Loan Note referred to in the Fifth
Amended and Restated Credit Agreement dated as of January 12, 2001, among the
Borrower, the Banks listed on the signature pages thereof, SunTrust Bank, as
Documentation Agent, First Union National Bank, as Syndication Agent and
Wachovia Bank, N.A., as Administrative Agent (as the same may be amended and
modified from time to time, the "Amended and Restated Credit Agreement"). Terms
defined in the Amended and Restated Credit Agreement are used herein with the
same meanings. Reference is made to the Amended and Restated Credit Agreement
for provisions for the optional and mandatory prepayment and the repayment
hereof and the acceleration of the maturity hereof.


                                       82
<PAGE>   88




         IN WITNESS WHEREOF, the Borrower has caused this Swing Loan Note to be
duly executed, under seal, by its duly authorized officer as of the day and year
first above written.


                             POST APARTMENT HOMES, L.P.                   (SEAL)

                             By: Post GP Holdings, Inc., its sole general
                                 partner



                                 By:
                                    -------------------------------------
                                    R. Gregory Fox
                                    Executive Vice President


                                       83
<PAGE>   89

                            Swing Loan Note (cont'd)

<TABLE>
<CAPTION>
                        LOANS AND PAYMENTS OF PRINCIPAL
--------------------------------------------------------------------------------
                        Base Rate or   Amount of
          Amount of     Transaction    Principal                       Notation
Date         Loan          Rate         Repaid       Maturity Date     Made by
--------------------------------------------------------------------------------
<S>       <C>           <C>            <C>           <C>               <C>

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
</TABLE>


                                       84
<PAGE>   90

                                                                     EXHIBIT A-3

                             MONEY MARKET LOAN NOTE

                             As of January 12, 2001



         For value received, POST APARTMENT HOMES, L.P., a Georgia limited
partnership (the "Borrower"), promises to pay to the order of
_____________________________________, a _______________ (the "Bank"), for the
account of its Lending Office, the principal sum of ONE HUNDRED SEVENTY-FIVE
MILLION AND NO/100 DOLLARS ($175,000,000), or such lesser amount as shall equal
the unpaid principal amount of each Money Market Loan made by the Bank to the
Borrower pursuant to the Amended and Restated Credit Agreement referred to
below, on the dates and in the amounts provided in the Amended and Restated
Credit Agreement. The Borrower promises to pay interest on the unpaid principal
amount of this Money Market Loan Note on the dates and at the rate or rates
provided for in the Amended and Restated Credit Agreement referred to below.
Interest on any overdue principal of and, to the extent permitted by law,
overdue interest on the principal amount hereof shall bear interest at the
Default Rate, as provided for in the Amended and Restated Credit Agreement. All
such payments of principal and interest shall be made in lawful money of the
United States in Federal or other immediately available funds at the office of
Wachovia Bank, N.A., 191 Peachtree Street, N.E., Atlanta, Georgia 30303-1757, or
such other address as may be specified from time to time pursuant to the Amended
and Restated Credit Agreement.

         All Money Market Loans made by the Bank, the respective maturities
thereof, the interest rates from time to time applicable thereto, and all
repayments of the principal thereof shall be recorded by the Bank and, prior to
any transfer hereof, endorsed by the Bank on the schedule attached hereto, or on
a continuation of such schedule attached to and made a part hereof; provided
that the failure of the Bank to make any such recordation or endorsement shall
not affect the obligations of the Borrower hereunder or under the Amended and
Restated Credit Agreement.

         This Money Market Loan Note is one of the Money Market Loan Notes
referred to in the Fifth Amended and Restated Credit Agreement dated as of
January 12, 2001 among the Borrower, the Banks listed on the signature pages
thereof, SunTrust Bank, as Documentation Agent, First Union National Bank, as
Syndication Agent, and Wachovia Bank, N.A., as Administrative Agent (as amended
on even date herewith and as the same may hereafter be amended and modified from
time to time, the "Amended and Restated Credit Agreement"). Terms defined in the
Amended and Restated Credit Agreement are used herein with the same meanings.
Reference is made to the Amended and Restated Credit Agreement for provisions
for the optional and mandatory prepayment and the repayment hereof and the
acceleration of the maturity hereof.


                                       85
<PAGE>   91


         IN WITNESS WHEREOF, the Borrower has caused this Money Market Loan Note
to be duly executed, under seal, by its duly authorized officer as of the day
and year first above written.


                             POST APARTMENT HOMES, L.P.                   (SEAL)

                             By: Post GP Holdings, Inc., its sole general
                                 partner



                                 By:
                                    -------------------------------------
                                    R. Gregory Fox
                                    Executive Vice President



                                       86
<PAGE>   92

                         Money Market Loan Note (cont'd)


<TABLE>
<CAPTION>
                      MONEY MARKET LOANS AND PAYMENTS OF PRINCIPAL
--------------------------------------------------------------------------------
                                       Amount of
          Interest       Amount of     Principal        Stated         Notation
Date        Rate           Loan          Repaid      Maturity Date     Made by
--------------------------------------------------------------------------------
<S>       <C>            <C>           <C>           <C>               <C>

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
</TABLE>


                                       87
<PAGE>   93

                                                                       EXHIBIT B


                           OPINION OF KING & SPALDING,
                            COUNSEL FOR THE BORROWER


                                          [Dated as provided in Section 3.01 of
                                          the Amended and Restated Credit
                                          Agreement]


To the Banks and the Administrative Agent
Referred to Below
c/o Wachovia Bank, N.A.,
as Administrative Agent
191 Peachtree Street, N.E.
Atlanta, Georgia  30303-1757
Attn:  Syndications Group

         Re:      Fifth Amended and Restated Credit Agreement dated as of
                  January 12, 2001, among Post Apartment Homes, L.P., the Banks
                  listed on the signature pages thereof, Wachovia Bank, N.A., as
                  Administrative Agent, First Union National Bank, as
                  Syndication Agent, and SunTrust Bank, as Documentation Agent
                  (the "Fifth Amended and Restated Credit Agreement")

         We have acted as counsel for Post Apartment Homes, L.P. (the
"Borrower") in connection with the above-referenced Fifth Amended and Restated
Credit Agreement. Capitalized terms used in this opinion letter and not
otherwise defined herein shall have the respective meanings assigned to such
terms in the Fifth Amended and Restated Credit Agreement. We have also acted as
counsel for Post Properties, Inc. (the "Guarantor") in connection with the
Guaranty.

         In connection with the opinions expressed in this letter, we have
examined each of the following documents dated as of January 12, 2001, as
executed by the Borrower or the Guarantors, as the case may be (collectively,
the "Transaction Documents"):

                  (1)      the Fifth Amended and Restated Credit Agreement;

                  (2)      the Syndicated Loan Notes, Money Market Loan Notes,
         and Swing Line Note executed and delivered by the Borrower pursuant to
         Section 3.01(b) of the Fifth Amended and Restated Credit Agreement; and

                  (3)      the Guaranty.

The Transaction Documents described in items (1), (2) and (3) above are herein
sometimes collectively referred to as the "Borrower Transaction Documents".


                                       88
<PAGE>   94

         We have also reviewed such other documents and given consideration to
such matters of law and fact as we have deemed appropriate, in our professional
judgment, to render the opinions expressed in this letter. The documents so
reviewed have included the originals or copies, certified or otherwise
identified to our satisfaction, of certain corporate records and documents of
the Borrower and the Guarantor, the certificates delivered on behalf of the
Borrower and the Guarantor to you on this date pursuant to the requirements of
the Transaction Documents, and the certificate delivered on behalf of the
Borrower and the Guarantor to us on this date (the "Officer's Certificate"), and
we have relied on the accuracy and completeness of all factual matters set forth
in such corporate records, documents, and certificates, as well as the
representations and warranties as to factual matters set forth in the
Transaction Documents. In rendering the opinions set forth in paragraphs 1 and 2
below with respect to the current status of the Borrower and the Guarantor in
the specified jurisdictions, we have relied solely on the certificates issued
with respect to the Borrower or the Guarantor, as the case may be, by the
Secretary of State of the respective jurisdictions, copies of which have been
delivered to you, and we have assumed that such certificates were properly given
and remain accurate as of the date of this letter.

         For purposes of the opinions expressed herein, we have assumed (i) the
genuineness of all signatures (other than signatures on behalf of the Borrower
and the Guarantor) on all documents submitted to us as originals, (ii) the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all documents submitted to us as copies, and (iii) the
absence of duress, fraud, or mutual mistake of material facts on the part of the
parties to the Transaction Documents.

         We have further assumed that (i) the Administrative Agent, the
Syndication Agent, the Documentation Agent, and the Banks have all requisite
power and authority to enter into and perform their respective obligations under
the Transaction Documents, (ii) the Fifth Amended and Restated Credit Agreement
has been duly authorized, executed and delivered by the Banks and the
Administrative Agent, the Syndication Agent, and the Documentation Agent
respectively, and constitute their legal, valid and binding obligations, and
(iii) to the extent applicable law requires that the Banks or the Administrative
Agent, the Syndication Agent, or the Documentation Agent act in accordance with
applicable duties of good faith or fair dealing, in a commercially reasonable
manner, or otherwise in compliance with applicable legal requirements in
exercising their respective rights and remedies under the Transaction Documents,
the Banks and the Administrative Agent, the Syndication Agent, and the
Documentation Agent will fully comply with such legal requirements,
notwithstanding any provisions of the Transaction Documents that purport to
grant the Banks or the Administrative Agent, the Syndication Agent, or the
Documentation Agent the right to act or fail to act in a manner contrary to such
legal requirements, or based on its sole judgment or in its sole discretion or
provisions of similar import. We have also assumed that under no circumstances,
whether by reason of prepayment, acceleration or otherwise, will the rate of
interest payable by the Borrower or the Guarantor, including without limitation,
expenses of the Banks or the Administrative Agent, the Syndication Agent, or the
Documentation Agent chargeable to the Borrower or the Guarantor, and other fees
and charges for the use of money, whether or not denominated as interest, exceed
five percent (5%) per month.


                                       89
<PAGE>   95

         Whenever any opinion or confirmation of fact set forth in this letter
is qualified by the words "to our knowledge", "known to us" or other words of
similar meaning, such words mean the current actual knowledge of lawyers in the
Primary Lawyer Group (defined below) of factual matters such lawyers recognize
as being relevant to the opinion or confirmation so qualified. "Primary Lawyer
Group" means the lawyer who signs this opinion letter on behalf of this firm
and, solely as to information relevant to an opinion or confirmation issue
addressed herein, each lawyer in this firm who is primarily responsible for
providing the response concerning the particular issue. Except as may be
expressly described herein, we have not undertaken any investigation to
determine the existence or absence of facts and no inference as to our knowledge
of the existence or absence of facts should be drawn from our serving as counsel
for the Borrower or the Guarantor on other matters.

         The opinions expressed herein are limited to the laws of the State of
Georgia and applicable United States federal law, and we express no opinion as
to the laws of any other jurisdiction or the effect any such laws may have on
the matters set forth herein.

         Based on the foregoing, it is our opinion that:

         1.       The Borrower (i) is a limited partnership duly formed, validly
existing and in good standing under the laws of the State of Georgia, and (ii)
has all partnership power required to carry on its business as now conducted.

         2.       The Guarantor (i) is a corporation duly incorporated, validly
existing and in corporate good standing under the laws of Georgia, and (ii) has
all corporate power required to carry on its business as now conducted.

         3.       The execution, delivery and performance by the Borrower of the
Borrower Transaction Documents (i) are within the Borrower's partnership powers,
(ii) have been duly authorized by all necessary partnership action (and, with
respect to the General Partner, all necessary corporate action), (iii) do not
contravene any provision of the partnership agreement of the Borrower, (iv)
require no approval, authorization, consent, adjudication or order of any
governmental authority of the State of Georgia or of the United States of
America which has not been obtained, (v) do not violate any law or regulation of
the State of Georgia or the United States of America binding on the Borrower
that would (A) either prohibit performance by the Borrower under the Borrower
Transaction Documents or subject the Borrower to a fine, penalty, or other
similar sanction, and (B) which a lawyer, using customary professional
diligence, would reasonably recognize as applicable to the Borrower and the
transactions contemplated by the Borrower Transaction Documents, (vi) insofar as
is known to us, do not violate any order, writ, judgment, injunction, decree or
award binding on the Borrower or its properties, (vii) do not breach or cause a
default under any of the "material agreements" identified as such in the
Officer's Certificate, and (viii) will not result in the creation or imposition
of any Lien on any assets of the Borrower or any of its Subsidiaries under any
such "material agreements" or, insofar as is known to us, will not otherwise
result in the creation or imposition of any such Lien.

         4.       The execution, delivery and performance by the Guarantor of
the Guaranty (i) is within such Guarantor's corporate powers, (ii) has been duly
authorized by all necessary corporate action, (iii) requires no approval,
authorization, consent, adjudication or order of any


                                       90
<PAGE>   96

governmental authority of the State of Georgia or of the United States of
America, which has not been obtained, (iv) does not contravene any provision of
the articles of incorporation or by-laws of the Guarantor, (v) does not violate
any law or regulation of the State of Georgia or of the United States of America
binding on the Guarantor which (A) either prohibits performance by the Guarantor
under the Guaranty or subjects the Guarantor to a fine, penalty or other similar
sanction, and (B) which a lawyer, using customary professional diligence, would
reasonably recognize as applicable to the Guarantor in the transactions
contemplated by the Guaranty, (vi) insofar as is known to us, does not violate
any order, writ, judgment, injunction, decree or award binding on the Guarantor
or its properties, (vii) does not breach or constitute a default under any of
the "material agreements" identified as such in the Officer's Certificate, and
(viii) will not result in the creation or imposition of any Lien on any assets
of the Guarantor under any such "material agreements" or, insofar as is known to
us, will not otherwise result in the creation or imposition of any such Lien.

         5.       Each of the Transaction Documents has been duly executed and
delivered on behalf of the Borrower or the Guarantor, as the case may be.

         6.       Each of the Transaction Documents constitutes the valid and
binding obligation of the Borrower or the Guarantor, as the case may be,
enforceable against it or them in accordance with its terms, except:

                  (a)      As enforceability thereof may be limited by the
         effect of (i) bankruptcy, insolvency, reorganization, moratorium and
         other similar laws affecting the rights and remedies of creditors
         (including, without limitation, matters of contract rejection,
         fraudulent conveyances and obligations, turn-over, preference,
         equitable subordination, automatic stay, and substantive consolidation
         under federal bankruptcy laws, as well as state laws regarding
         fraudulent transfers, obligations, and conveyances, and state
         receivership laws), and (ii) general principles of equity, whether
         applied by a court of law or equity (including, without limitation,
         principles governing the availability of specific performance,
         injunctive relief or other traditional equitable remedies, principles
         affording traditional equitable defenses such as waiver, laches and
         estoppel, and legal standards requiring reasonableness or materiality
         of breach for exercise of remedies or providing for defenses based on
         impracticability or impossibility of performance or on obstruction or
         failure to perform or otherwise act in accordance with an agreement by
         a party thereto other than the Borrower or the Guarantor);

                  (b)      That no opinion is expressed with respect to the
         validity, binding effect, or enforceability of:

                           (i)      those provisions of the Transaction
                  Documents requiring indemnification for, or providing
                  exculpation, release, or exemption from liability for, any
                  action or inaction by any other person or entity, to the
                  extent such action or inaction involves negligence or willful
                  misconduct on the part of any such person or entity or to the
                  extent otherwise contrary to public policy;

                           (ii)     those provisions of the Transaction
                  Documents providing for payment of interest on unpaid
                  interest, or imposing increased interest rates or late


                                       91
<PAGE>   97

                  payment charges upon delinquency in payment or other default
                  or providing for liquidated damages or for premiums on
                  prepayment, acceleration, or termination, to the extent any
                  such provisions may be deemed to be penalties or forfeitures;

                           (iii)    those provisions of the Transaction
                  Documents, if any, that have the effect of waiving the right
                  of jury trial, statutes of limitation, marshalling of assets
                  or similar requirements, or consenting or waiving objections
                  to the jurisdiction of certain courts or the venue or forum
                  for judicial actions;

                           (iv)     those provisions of the Transaction
                  Documents providing that waivers or consents by a party may
                  not be given effect unless in writing or in compliance with
                  particular requirements, or that a party's course of dealing,
                  course of performance, or the like or failure or delay in
                  taking action may not constitute a waiver of related rights or
                  provisions, or that one or more waivers may not under certain
                  circumstances constitute a waiver of other matters of the same
                  kind;

                           (v)      those provisions of the Transaction
                  Documents providing that a party has the right to pursue
                  multiple remedies without regard to other remedies elected or
                  that all remedies are cumulative;

                           (vi)     those provisions of the Transaction
                  Documents purporting to require payment by the Borrower or the
                  Guarantor of attorneys' fees of any Bank or the Administrative
                  Agent, the Syndication Agent or the Documentation Agent,
                  unless such Bank or such Agent has complied with the
                  applicable requirements of O.C.G.A. ss. 13-1-11;

                           (vii)    those provisions of the Transaction
                  Documents providing that modifications to such documents may
                  only be made in writing or that the provisions of such
                  documents are severable;

                           (viii)   those provisions of the Transaction
                  Documents purporting to permit the exercise, under certain
                  circumstances, of rights or remedies without notice or without
                  providing opportunity to cure failures to perform;

                           (ix)     those provisions of the Transaction
                  Documents, if any, purporting to grant rights of setoff
                  otherwise than in accordance with applicable law;

                           (x)      those provisions of the Transaction
                  Documents purporting to require a waiver of defenses, setoffs,
                  or counterclaims against the Banks or the Administrative
                  Agent, the Syndication Agent or the Documentation Agent; and

                           (xi)     those provisions of the Transaction
                  Documents purporting to require the Borrower or the Guarantor
                  to waive various rights, claims, and defenses, or to provide
                  certain remedies in favor of the Administrative Agent, the
                  Syndication Agent, the Documentation Agent or the Banks, to
                  the extent any such waivers or remedial provisions may not be
                  valid, binding or enforceable under applicable law; provided,
                  however, in our opinion, the inclusion of such waivers


                                       92
<PAGE>   98

                  and remedial provisions does not render any Transaction
                  Document invalid as a whole, and each Transaction Document
                  otherwise contains remedies adequate for the practical
                  realization of the benefits intended to be provided thereby
                  assuming compliance by the Administrative Agent and the Banks
                  with applicable legal requirements and procedures of the State
                  of Georgia.

         7.       Neither the Borrower nor the Guarantor is an "investment
company" within the meaning of the Investment Company Act of 1940, as amended.

         8.       Neither the Borrower nor the Guarantor is a "holding company"
or a "subsidiary company" of a "holding company" or an "affiliate" of a "holding
company" or of a "subsidiary company" of a "holding company" as such terms are
defined in the Public Utility Holding Company Act of 1935, as amended.

         9.       Insofar as is known to us, there is no action, suit or
proceeding pending or overtly threatened against or affecting the Borrower or
the Guarantor before any court or arbitrator or any governmental body, agency or
official in which (i) seeks monetary damages (excluding punitive or exemplary
damages) in a specified amount greater than $1,000,000 in excess of any
insurance coverage therefor, or (ii) in any manner questions the validity or
enforceability of the Transaction Documents.

         This opinion letter is provided to you for your exclusive use solely in
connection with the transactions contemplated by the Fifth Amended and Restated
Credit Agreement and may not be relied upon by any other person or for any other
purpose without our prior written consent, except that Jones, Day, Reavis &
Pogue, special counsel for the Administrative Agent, may rely hereon for
purposes of rendering their respective opinions to the Banks and the
Administrative Agent, the Syndication Agent, and the Documentation Agent. The
opinions and confirmation of facts expressed in this letter are strictly limited
to the matters stated in this letter as of the date hereof, and no other
opinions or confirmations of fact are to be implied or inferred. We undertake no
obligation to advise you or any other person or entity of changes of law or fact
that occur after the date of this letter, whether or not such change may affect
any of the opinions expressed herein.

                                                       Yours very truly,



                                                       KING & SPALDING




                                       93
<PAGE>   99

                                                                       EXHIBIT C


                                   OPINION OF
                   JONES, DAY, REAVIS & POGUE, SPECIAL COUNSEL
                          FOR THE ADMINISTRATIVE AGENT



                                           [Dated as provided in Section 3.01 of
                                           the Amended and Restated Credit
                                           Agreement]


To the Banks and the Administrative Agent
Referred to Below
c/o Wachovia Bank, N.A.,
as Administrative Agent
191 Peachtree Street, N.E.
Atlanta, Georgia 30303-1757
Attn: Syndications Group

Dear Sirs:

         We have participated in the preparation of the Fifth Amended and
Restated Credit Agreement (the "Amended and Restated Credit Agreement") dated as
of January 12, 2001 among Post Apartment Homes, L.P., a Georgia limited
partnership (the "Borrower"), the banks listed on the signature pages thereof
(the "Banks"), SunTrust Bank, as Documentation Agent, First Union National Bank,
as Syndication Agent and Wachovia Bank, N.A., as Administrative Agent (the
"Administrative Agent"), and have acted as special counsel for the
Administrative Agent for the purpose of rendering this opinion pursuant to
Section 3.01(d) of the Amended and Restated Credit Agreement. Terms defined in
the Amended and Restated Credit Agreement are used herein as therein defined.

         This opinion letter is limited by, and is in accordance with, the
January 1, 1992 edition of the Interpretive Standards applicable to Legal
Opinions to Third Parties in Corporate Transactions adopted by the Legal Opinion
Committee of the Corporate and Banking Law Section of the State Bar of Georgia
which Interpretive Standards are incorporated herein by this reference.

         We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments and have conducted such other
investigations of fact and law as we have deemed necessary or advisable for
purposes of this opinion.

         Upon the basis of the foregoing, and assuming the due authorization,
execution and delivery of the Amended and Restated Credit Agreement and each of
the Notes by or on behalf of the Borrower, we are of the opinion that the
Amended and Restated Credit Agreement


                                       94
<PAGE>   100

constitutes a valid and binding agreement of the Borrower and each Note
constitutes valid and binding obligations of the Borrower, in each case
enforceable in accordance with its terms except as: (i) the enforceability
thereof may be affected by bankruptcy, insolvency, reorganization, fraudulent
conveyance, voidable preference, moratorium or similar laws applicable to
creditors' rights or the collection of debtors' obligations generally; (ii)
rights of acceleration and the availability of equitable remedies may be limited
by equitable principles of general applicability; and (iii) the enforceability
of certain of the remedial, waiver and other provisions of the Amended and
Restated Credit Agreement and the Notes may be further limited by the laws of
the State of Georgia; provided that such additional laws do not, in our opinion,
substantially interfere with the practical realization of the benefits expressed
in the Amended and Restated Credit Agreement and the Notes, except for the
economic consequences of any procedural delay which may result from such laws.

         In giving the foregoing opinion, we express no opinion as to the effect
(if any) of any law of any jurisdiction except the State of Georgia. We express
no opinion as to the effect of the compliance or noncompliance of the
Administrative Agent or any of the Banks with any state or federal laws or
regulations applicable to the Administrative Agent or any of the Banks by reason
of the legal or regulatory status or the nature of the business of the
Administrative Agent or any of the Banks.

         This opinion is delivered to you in connection with the transaction
referenced above and may only be relied upon by you and any Transferee under the
Amended and Restated Credit Agreement without our prior written consent.

                                         Very truly yours,




                                       95
<PAGE>   101
                                                                       EXHIBIT D


                            ASSIGNMENT AND ACCEPTANCE
                          Dated _____________ __, _____



         Reference is made to the Fifth Amended and Restated Credit Agreement
dated as of January 12, 2001 (together with all amendments and modifications
thereto, the "Amended and Restated Credit Agreement") among Post Apartment
Homes, L.P., a Georgia limited partnership (the "Borrower"), the Banks (as
defined in the Amended and Restated Credit Agreement), SunTrust Bank, as
Documentation Agent, First Union National Bank, as Syndication Agent and
Wachovia Bank, N.A., as Administrative Agent (the "Administrative Agent"). Terms
defined in the Amended and Restated Credit Agreement are used herein with the
same meaning.

         ______________________________________________ (the "Assignor") and
 ___________________________________________ (the "Assignee") agree as follows:

         1.       The Assignor hereby sells and assigns to the Assignee, without
recourse to the Assignor, and the Assignee hereby purchases and assumes from the
Assignor, a _____% interest in and to all of the Assignor's rights and
obligations under the Amended and Restated Credit Agreement as of the Effective
Date (as defined below) (including, without limitation, a _____% interest (which
on the Effective Date hereof is $______________) in the Assignor's Commitment
and a ______ interest (which on the Effective Date hereof is $______________) in
the Syndicated Loans [and Swing Loans] [and Money Market Loans] owing to the
Assignor and a ___% interest in the Syndicated Loan Note [and Swing Loan Note]
[and Money Market Loan Note] held by the Assignor (which on the Effective Date
hereof is $_______) [and $_______, respectively].

         2.       The Assignor (i) makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Amended and Restated Credit
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Amended and Restated Credit Agreement or any other
instrument or document furnished pursuant thereto, other than that it is the
legal and beneficial owner of the interest being assigned by it hereunder, that
such interest is free and clear of any adverse claim and that as of the date
hereof its Commitment (without giving effect to assignments thereof which have
not yet become effective) is $______________ and the aggregate outstanding
principal amount of Syndicated Loans [and Swing Loans] [and Money Market Loans]
owing to it (without giving effect to assignments thereof which have not yet
become effective) is $______________ [and $______________, respectively]; (ii)
makes no representation or warranty and assumes no responsibility with respect
to the financial condition of the Borrower or the performance or observance by
the Borrower of any of its obligations under the Amended and Restated Credit
Agreement or any other instrument or document furnished pursuant thereto; and
(iii) attaches the Note[s] referred to in Paragraph 1 above and requests that
the Agent exchange such Note[s] [for a new Syndicated Loan Note dated _________,
____ in the principal amount of $____________ payable to the order of the
Assignee, a new Swing Loan Note dated ___________, ____ in the principal amount
of


                                       96
<PAGE>   102

$____________ payable to the order of the Assignee, and a new Money Market
Loan Note dated ___________, ____ in the principal amount of $____________
payable to the order of the Assignee] [and for new Notes as follows: a (i)
Syndicated Loan Note dated ___________, ____ in the principal amount of
$___________ payable to the order of the Assignor (ii) Swing Loan Note dated
____________, ____ in the principal amount of $__________ payable to the order
of the Assignor, and (iii) Money Market Loan Note dated _________, ____ in the
principal amount of $_____________ payable to the order of the Assignor].

         3.       The Assignee (i) confirms that it has received a copy of the
Amended and Restated Credit Agreement, together with copies of the financial
statements referred to in Section 4.04(a) thereof (or any more recent financial
statements of the Borrower delivered pursuant to Section 5.01(a) or (b) thereof)
and such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this Assignment and
Acceptance; (ii) agrees that it will, independently and without reliance upon
the Administrative Agent, the Assignor or any other Bank and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Amended
and Restated Credit Agreement; (iii) confirms that it is a bank or financial
institution; (iv) appoints and authorizes the Administrative Agent to take such
action as agent on its behalf and to exercise such powers under the Amended and
Restated Credit Agreement as are delegated to the Administrative Agent by the
terms thereof, together with such powers as are reasonably incidental thereto;
(v) agrees that it will perform in accordance with their terms all of the
obligations which by the terms of the Amended and Restated Credit Agreement are
required to be performed by it as a Bank; (vi) specifies as its Lending Office
(and address for notices) the office set forth beneath its name on the signature
pages hereof, (vii) represents and warrants that the execution, delivery and
performance of this Assignment and Acceptance are within its corporate powers
and have been duly authorized by all necessary corporate action, (viii) makes
the representation and warranty contained in Section 9.18 of the Amended and
Restated Credit Agreement, and (ix) attaches the forms prescribed by the
Internal Revenue Service of the United States certifying as to the Assignee's
status for purposes of determining exemption from United States withholding
taxes with respect to all payments to be made to the Assignee under the Amended
and Restated Credit Agreement and the Notes.

         4.       The Effective Date for this Assignment and Acceptance shall be
________, ____ (the "Effective Date"). Following the execution of this
Assignment and Acceptance, it will be delivered to the Administrative Agent for
execution and acceptance by the Administrative Agent and to the Borrower for
execution by the Borrower.

         5.       Upon such execution and acceptance by the Administrative
Agent, and execution by the Borrower, if required by the Amended and Restated
Credit Agreement, from and after the Effective Date, (i) the Assignee shall be a
party to the Amended and Restated Credit Agreement and, to the extent rights and
obligations have been transferred to it by this Assignment and Acceptance, have
the rights and obligations of a Bank thereunder and (ii) the Assignor shall, to
the extent its rights and obligations have been transferred to the Assignee by
this Assignment and Acceptance, relinquish its rights (other than under Sections
8.03, 9.03 and 9.04 of the Amended and Restated Credit Agreement) and be
released from its obligations under the Amended and Restated Credit Agreement,
except as expressly provided therein.


                                       97
<PAGE>   103

         6.       Upon such execution and acceptance by the Administrative
Agent, and execution by the Borrower, if required by the Amended and Restated
Credit Agreement, from and after the Effective Date, the Administrative Agent
shall make all payments in respect of the interest assigned hereby to the
Assignee. The Assignor and Assignee shall make all appropriate adjustments in
payments for periods prior to such acceptance by the Administrative Agent
directly between themselves.

         7.       This Assignment and Acceptance shall be governed by, and
construed in accordance with, the laws of the State of Georgia.

                                  [NAME OF ASSIGNOR]



                                  By:
                                     ---------------------------------------
                                     Title:



                                  [NAME OF ASSIGNEE]



                                  By:
                                     ---------------------------------------
                                     Title:



                                  Lending Office:
                                  [Address]



                                       98
<PAGE>   104


                              Wachovia Bank, N.A.,
                              As Administrative Agent


                              By:
                                 ------------------------------------------
                                 Title:



                              POST APARTMENT HOMES, L.P.
                              IF REQUIRED BY THE AMENDED AND RESTATED CREDIT
                              AGREEMENT.


                              By: Post GP Holdings, Inc., its sole ____ general
                                  partner



                                  By:
                                     --------------------------------------
                                     [Name and title of Executive Officer]


                                       99
<PAGE>   105

                                                                       EXHIBIT E


                               NOTICE OF BORROWING

                          _____________________, _____



Wachovia Bank, N.A.,
as Administrative Agent
191 Peachtree Street, N.E.
Atlanta, Georgia  30303-1757
Attention:  Syndications Group

         Re:      Fifth Amended and Restated Credit Agreement (as amended and
                  modified from time to time, the "Amended and Restated Credit
                  Agreement") dated as of January 12, 2001 among Post Apartment
                  Homes, L.P., the Banks from time to time parties thereto,
                  SunTrust Bank, as Documentation Agent, First Union National
                  Bank, as Syndication Agent and Wachovia Bank, N.A., as
                  Administrative Agent.

Gentlemen:

         Unless otherwise defined herein, capitalized terms used herein shall
have the meanings attributable thereto in the Amended and Restated Credit
Agreement.

         This Notice of Borrowing is delivered to you pursuant to Section 2.02
of the Amended and Restated Credit Agreement.

         The Borrower hereby requests a [Euro-Dollar Borrowing] [Syndicated Loan
Borrowing at a Base Rate] [Swing Loan Borrowing] in the aggregate principal
amount of $___________(1) to be made on ___________, ____, and for interest to
accrue thereon at the rate established by the Amended and Restated Credit
Agreement for [Euro-Dollar Loans] [Base Rate Loans]. The duration of the
Interest Period with respect thereto shall be [1 month] [2 months] [3 months] [6
months] [30 days].

         The amount available to be borrowed under Section 2.01 of the Amended
and Restated Credit Agreement, net of amounts to be paid with the proceeds of
this Borrowing, is as follows:

<TABLE>
         <S>      <C>                                          <C>
         (a)      Aggregate amount of Commitments              $___________

         (b)      Principal amount outstanding under           $___________
                  Syndicated Loans
</TABLE>

--------------
(1)      Not to exceed the amount available to be borrowed as set forth in the
         next paragraph.


                                      100
<PAGE>   106

<TABLE>
         <S>      <C>                                          <C>
         (c)      Principal amount outstanding under Swing     $___________
                  Loans

         (d)      Principal amount outstanding under           $___________
                  Money Market Loans

         (e)      Amount available to be borrowed ((a), less   $___________
                  sum of (b), (c) and (d)
</TABLE>

         The Borrower has caused this Notice of Borrowing to be executed and
delivered by its duly authorized officer this _____ day of __________, _____.


                               POST APARTMENT HOMES, L.P.                 (SEAL)

                               By: Post GP Holdings, Inc., its sole general
                                   partner



                                   By:
                                      -----------------------------------------
                                      [President or other authorized designee]



                                      101
<PAGE>   107

                                                                       EXHIBIT F

                             COMPLIANCE CERTIFICATE



         Reference is made to the Fifth Amended and Restated Credit Agreement
dated as of January 12, 2001 (as modified and supplemented and in effect from
time to time, the "Amended and Restated Credit Agreement") among Post Apartment
Homes, L.P., the Banks from time to time parties thereto, SunTrust Bank, as
Documentation Agent, First Union National Bank, as Syndication Agent and
Wachovia Bank, N.A., as Administrative Agent. Capitalized terms used herein
shall have the meanings ascribed thereto in the Amended and Restated Credit
Agreement.

         Pursuant to Section 5.01(c) of the Amended and Restated Credit
Agreement, _________________, the duly authorized [title of Executive Officer,
other than Secretary] of the General Partner, hereby (i) certifies to the
Administrative Agent and the Banks that the information contained in the
Compliance Check List attached hereto is true, accurate and complete as of
_____________, ____, and that no Default is in existence on and as of the date
hereof and (ii) restates and reaffirms that the representations and warranties
contained in Article IV of the Amended and Restated Credit Agreement are true on
and as of the date hereof as though restated on and as of this date.


                                  POST APARTMENT HOMES, L.P.(SEAL)

                                  By: Post GP Holdings, Inc., its sole general
                                      partner



                                      By:
                                         --------------------------------------
                                         [Name and title of Executive Officer,
                                         other than Secretary]


                                      102
<PAGE>   108


1.       Consolidated Total Secured Debt (Section 5.03)

         The amount of Consolidated Total Secured Debt will not at any time
         exceed 40% of Consolidated Total Asset Value

<TABLE>
         <S>      <C>                                                      <C>
         (a)      Consolidated Total Secured
                  Debt              Schedule 1                             $__________

         (b)      Consolidated Total Asset Value Schedule 2                $__________

         (c)      40% of (b)                                               $__________

                  Limitation: (a) cannot exceed (c)
</TABLE>

2.       Ratio of Consolidated Total Debt to Consolidated Total Asset Value
         (Section 5.04)

         The ratio of Consolidated Total Debt to Consolidated Total Asset Value
         will not at any time exceed 0.60 to 1.00.


<TABLE>
         <S>      <C>                                                      <C>
         (a)      total liabilities of the Borrower, the Guarantors and    $__________
                  the other Subsidiaries at end of most recent Fiscal
                  Quarter (excluding dividends declared but not
                  paid)

         (b)      Aggregate amount of Debt Guaranteed by Borrower, the     $__________
                  Guarantors and the other Subsidiaries
                  (other than of Debt of any of them) at
                  end of most recent Fiscal Quarter

         (c)      Joint Venture Share of aggregate amount of Debt          $__________
                  of Joint Ventures at end of most recent Fiscal
                  Quarter

         (d)      Aggregate amount of segregated tenant deposits           $__________
                  classified as restricted cash and Joint Venture
                  Share of segregated tenant deposits classified as
                  restricted cash

         (e)      escrow deposits classified as restricted cash for        $__________
                  real property taxes and Joint Venture Share of
                  escrow deposits classified as restricted cash for
                  real property taxes

         (f)      Consolidated Total Debt (sum of (a) plus (b) plus        $__________
                  (c) less (d) less (e))


         (g)      Consolidated Total Asset            Schedule  -  2       $___________
                  Value
</TABLE>


                                  103
<PAGE>   109

         Actual Ratio of (f) to (g)                                 ____ to 1.00

         Maximum Ratio                                              0.60 to 1.00

3.       Interest Coverage (Section 5.05)

         The ratio of Adjusted Consolidated Income Available For Debt Service to
         Adjusted Consolidated Interest Expense shall at all times exceed 2.00
         to 1.0, calculated at the end of each Fiscal Quarter, based on the
         Fiscal Quarter just ended and the immediately preceding three Fiscal
         Quarters.

<TABLE>
         <S>                                         <C>                   <C>
         (a)      Borrower's Consolidated            Schedule  -  3        $___________
                  Income Available For Debt
                  Service


         (b)      Borrower's Joint Venture Share     Schedule  -  3        $___________
                  of Consolidated Income
                  Available For Debt Service
                  from Joint Ventures

         (c)      sum of (a) and (b)                                       $___________

         (d)      Borrower's Consolidated            Schedule  -  3        $___________
                  Interest Expense

         (e)      Borrower's Joint Venture Share     Schedule  -  3        $___________
                  of interest expense of Joint
                  Ventures

         (f)      sum of (d) and (e)                                       $___________

         Actual Ratio of (c) to (f)                                        ____ to 1.00

         Minimum Ratio                                                     >2.00 to 1.00
</TABLE>

4.       Restricted Payments (Section 5.06)

         The Borrower's Restricted Payments (other than in connection with the
         Approved Unit Redemption Transactions) in any calendar year shall not
         exceed 95% of Consolidated Income Available for Distribution for such
         period, unless (i) the Borrower must pay out an amount in excess of 95%
         of Consolidated Income Available for Distribution to permit PPI to
         preserve its status as a real estate investment trust under the
         applicable provision of the Code, or (ii) PPI declares one or more
         capital gains dividends in an amount not to exceed $30,000,000 within
         such calendar year. In the event that the Borrower or PPI receives a
         public debt rating of BBB- or better from Standard & Poors or Baa3 or
         better


                                  104
<PAGE>   110

         from Moody's Investor Service and so long as that rating is affirmed
         during each year, the Borrower's Restricted Payments in any calendar
         year will be limited to 100% of Consolidated Income Available for
         Distribution for such calendar year with the same exceptions contained
         in clauses (i) and (ii) of this Section 5.06.


<TABLE>
         <S>                                         <C>                   <C>
         (a)      Consolidated Income Available      Schedule  -  4        $___________
                  For Debt Service

         (b)      Consolidated Interest Expense      Schedule  -  4        $___________

         (c)      taxes included in Consolidated                           $___________
                  Income Available For Debt
                  Service

         (d)      sum of (a) less (b) less (c)                             $___________

         Maximum Restricted Payments generally                             $___________
         [95%][100%] of (d)

         Additional Restricted Payments                                    $___________
         permitted by clause (i)

         Additional Restricted Payments                                    $___________
         permitted by clause (ii), not to exceed
         $30,000,000

         Calendar year distributions to date                               $___________
</TABLE>


5.       Consolidated Fixed Charges Coverage Ratio (Section 5.07)

         The ratio of Adjusted Consolidated Income Available For Debt Service to
         Consolidated Fixed Charges will not at any time be less than 1.75 to
         1.00.

<TABLE>
         <S>                                                               <C>
         (a)      Adjusted Consolidated Income Available For
                  Debt Service -- amount from line (c) of
                  paragraph 3 above


         (b)      Consolidated Fixed Charges Schedule - 5                  $___________

         Actual Ratio of (a) to (b)                                        ____ to 1.00

         Minimum Ratio                                                     1.75 to 1.00
</TABLE>


                                  105
<PAGE>   111


6.       Unsecured Fixed Charges Coverage (Section 5.08)

         At the end of each Fiscal Quarter, the ratio of Consolidated Income
         Available For Debt Service From Eligible Properties to Adjusted Fixed
         Charges shall not have been less than 1.75 to 1.0.


<TABLE>
         <S>                                                               <C>
         (a)      Consolidated Income Available For Debt                   $___________
                  Service -- Schedule 3

         (b)      Adjusted Fixed Charges -- Schedule - 6                   $___________

         Actual Ratio of (a) to (b)                                        ____ to 1.00

         Minimum Ratio                                                     1.75 to 1.00
</TABLE>

7.       Unencumbered Assets (Section 5.09)

         The ratio of Total Unencumbered Asset Value to Unsecured Funded Debt
         shall not at any time be less than 1.75 to 1.0.


<TABLE>
         <S>                                         <C>                   <C>
         (a)      Total Unencumbered Asset Value     Schedule 2            $__________'

         (b)      Unsecured Funded Debt                                    $__________

         Actual Ratio of (a) to (b)                                        ____ to 1.00

         Minimum Ratio                                                     1.75 to 1.00
</TABLE>


8.       Investments (Section 5.10)

         Neither the Borrower nor any Guarantor shall make Investments
         (including loans and advances) in or to any Person except:

                  (A)      Investments in (i) direct obligations of the United
         States Government maturing within one year, (ii) certificates of
         deposit issued by a commercial bank whose credit is satisfactory to the
         Administrative Agent, (iii) commercial paper rated A1 or the equivalent
         thereof by Standard & Poor's Corporation or P1 or the equivalent
         thereof by Moody's Investors Service, Inc. and in either case maturing
         within 9 months after the date of acquisition, (iv) tender bonds the
         payment of the principal of and interest on which is fully supported by
         a letter of credit issued by a United States bank whose long-term
         certificates of deposit are rated at least AA or the equivalent thereof
         by Standard & Poor's Corporation and Aa or the equivalent thereof by
         Moody's Investors Service, Inc. and (v) deposits required by government
         agencies or public utilities;


                                  106
<PAGE>   112

                  (B)      without duplication, (i) loans or advances to
         directors, officers and employees in the ordinary course of business in
         the aggregate outstanding at any time not exceeding $2,500,000, and
         (ii) Investments in debt or equity securities rated at least BBB+ or
         the equivalent thereof by Standard & Poor's Corporation or at least
         Baa1 or the equivalent thereof by Moody's Investors Service not
         exceeding an aggregate amount outstanding at any time of $5,000,000;

                  (C)      without duplication, Investments (exclusive of
         Investments permitted under clauses (A) and (B) above and clauses (D)
         and (E) below) in an aggregate amount outstanding at any time not in
         excess of 20% of Consolidated Total Assets;

                  (D)      Investments in Consolidated Subsidiaries; and

                  (E)      Investments in connection with Approved Unit
         Redemption Transactions.


<TABLE>
         <S>      <C>                                                      <C>
         (a)      To directors, officers and employees                     $___________

                  Limitation                                               $2,500,000

         (b)      debt or equity securities rated at least BBB+            $___________
                  or Baa1

                  Limitation                                               $5,000,000

         (c)      Other Investments (excluding Investments in              $___________
                  Consolidated Subsidiaries)

         (d)      Consolidated Total Assets Schedule 2                     $___________

         (e)      20% of (d)                                               $___________

                  Limitation   (c) may not exceed (e)
</TABLE>

9.       Consolidations, Mergers and Sales of Assets (Section 5.12)

         The Borrower and the Guarantors will not, nor will the Borrower permit
         any other Subsidiary to . . . sell, lease or otherwise transfer all or
         any substantial part of its assets to, any other Person, or discontinue
         or eliminate any business line or segment, provided that

                  (a)      . . .

                  (b)      . . ., and

                  (c)      the foregoing limitation on the sale, lease or other
         transfer of assets and on the discontinuation or elimination of a
         business line or segment shall not prohibit: (i) Approved Unit
         Redemption Transactions; and (ii) during any Fiscal Quarter, a transfer
         of assets or the discontinuance or elimination of a business line or
         segment (in a single transaction or in a series of related
         transactions) unless the aggregate assets to be so


                                  107
<PAGE>   113

         transferred or utilized in a business line or segment to be so
         discontinued, when combined with all other assets transferred, and all
         other assets utilized in all other business lines or segments
         discontinued, during such Fiscal Quarter and the immediately preceding
         three (3) Fiscal Quarters, either (x) constituted more than fifteen
         percent (15%) of Consolidated Total Assets at the end of the Fiscal
         Quarter immediately preceding such Fiscal Quarter, or (y) contributed
         more than fifteen percent (15%) of Consolidated Income Available For
         Debt Service during the four (4) Fiscal Quarters immediately preceding
         such Fiscal Quarter. . . .


<TABLE>
         <S>      <C>                                                      <C>
         (a)      aggregate assets to be transferred or                    $___________
                  aggregate assets used in business line or
                  segment to be discontinued

         (b)      assets transferred and all other assets utilized         $___________
                  all other business lines or segments
                  discontinued during current Fiscal Quarter
                  and the immediately preceding 3 Fiscal
                  Quarters

         (c)      sum of (a) and (b)                                       $___________

         (d)      Consolidated Total Assets for immediately                $___________
                  preceding Fiscal Quarter

         (e)      15% of (d)                                               $___________

                  Limitation: (c) may not exceed (e)

         (f)      Consolidated Income Available For Debt                   $___________
                  Service during the four (4) Fiscal Quarters
                  immediately preceding current Fiscal Quarter

         (g)      Portion of (f) contributed by assets described           $___________
                  in (a) and (b)


         (h)      15% of (f)                                               $___________

                  Limitation:  (g) may not exceed (h)

</TABLE>


                                      108
<PAGE>   114

                                                                    Schedule - 1


Consolidated Total Secured Debt

<TABLE>
<CAPTION>
                           INTEREST               FINAL          TOTAL
                            RATE(2)             MATURITY       ----------
                           --------             --------
Money Borrowed
<S>                        <C>                  <C>            <C>

__________________         _________            _________      $_________

__________________         _________            _________      $_________

__________________         _________            _________      $_________

__________________         _________            _________      $_________

__________________         _________            _________      $_________

         Total Money                                           $_________
         Borrowed

<CAPTION>
Deferred Purchase Price
<S>                        <C>                  <C>            <C>

__________________         _________            _________      $_________

__________________         _________            _________      $_________

__________________         _________            _________      $_________

__________________         _________            _________      $_________

         Total Deferred                                        $_________
         Purchase Price

<CAPTION>
Capitalized Leases
<S>                                                            <C>
_________________________________________________________      $_________

_________________________________________________________      $_________

         Total Capitalized Leases                              $_________

<CAPTION>
Letter of Credit Reimbursement
Obligations

<S>                        <C>                  <C>            <C>
__________________         _________            _________      $_________

__________________         _________            _________      $_________

__________________         _________            _________      $_________

__________________         _________            _________      $_________

         Total Letter of Credit Reimbursement                  $_________
         Obligations

         Total Consolidated Secured Debt                       $_________
</TABLE>


--------------
(2)      If rate is fixed, insert contract rate. If rate is floating, state
         that.



                                      109
<PAGE>   115
                                                                    Schedule - 2

            CONSOLIDATED TOTAL ASSET VALUE AND ADJUSTED TOTAL ASSET
                             VALUE (ALL PROPERTIES)

<TABLE>
         <S>                                                                     <C>
         (a)      12 month Net Operating Income(3)                               $__________

         (b)      (a) divided by 0.0875(4)                                       $__________

         (c)      3 month Net Operating Income(5)                                $__________

         (d)      (c) times 4                                                    $__________

         (e)      (d) divided by 0.0875                                          $__________

         (f)      cash expenditures(6)                                           $__________

         (g)      unrestricted cash and cash equivalents and
                  specified Investments                                          $__________

         (h)      Joint Venture Share of 12 month Net Operating
                  Income from Joint Venture Property(7)                          $__________

         (i)      (h) divided by 0.0875(8)                                       $__________

         (j)      Joint Venture Share of 3 month Net Operating
                  Income from Joint Venture Property(9)                          $__________
</TABLE>

---------------

3        Include only Properties which either were on average at least 90%
         Economically Occupied, or as to which the Construction Period
         Termination Date occurred, prior to the 12 months just ended.

4        If a Property satisfies the criteria set forth in both (a) and (c),
         included only in (c).

5        Include only Properties as to which the Construction Period Termination
         Date did not occur prior to the commencement of the 12 month period
         just ended.

6        Include only on Properties as to which the Construction Period
         Termination Date has not occurred as of such last day of the month just
         ended.

7        Include only Joint Venture Properties which either were on average at
         least 90% Economically Occupied, or as to which the Construction Period
         Termination Date occurred, prior to the 12 months just ended.

8        If a Property satisfies the criteria set forth in both (h) and (j),
         included only in (j).


                                      110
<PAGE>   116


<TABLE>
         <S>                                                                     <C>
         (k)      (j) times 4                                                    $__________

         (l)      (k) divided by 0.0875                                          $__________

         (m)      Joint Venture Share of cash expenditures(10)                   $__________

         CONSOLIDATED TOTAL ASSET VALUE (all Properties)
         sum of (b) plus (e) plus (f) plus (g) plus (i)
         plus (l) plus (m)                                                       $__________

         ADJUSTED TOTAL ASSET VALUE  (all Properties)
         sum of (b) plus (e) plus (f) plus (g)                                   $__________
</TABLE>

------------
(continued...)

9        Include only Joint Venture Properties as to which the Construction
         Period Termination Date did not occur prior to the commencement of the
         12 month period just ended.

10       Include only on Joint Venture Properties as to which the Construction
         Period Termination Date has not occurred as of such last day of the
         month just ended.


                                      111


<PAGE>   117



                        TOTAL UNENCUMBERED ASSET VALUE(11)

<TABLE>
         <S>                                                                    <C>
         (a)      12 month Net Operating Income(12)                             $__________

         (b)      (a) divided by 0.0875(13)                                     $__________

         (c)      3 month Net Operating Income(14)                              $__________

         (d)      (c) times 4                                                   $__________

         (e)      (d) divided by 0.0875                                         $__________

         (f)      cash expenditures(15)                                         $__________

         (g)      (f) times 50%                                                 $__________

         (h)      unrestricted cash and cash equivalents and
                  specified Investments                                         $__________

         TOTAL UNENCUMBERED ASSET VALUE
         sum of (b) plus (e) plus (g) plus (h)                                  $__________
</TABLE>

---------------

(11)     Include only Eligible Properties (other than from Subsidiary Excluded
         Properties)

(12)     Include only Properties which either were on average at least 90%
         Economically Occupied, or as to which the Construction Period
         Termination Date occurred, prior to the 12 months just ended.

(13)     If a Property satisfies the criteria set forth in both (a) and (c),
         included only in (c).

(14)     Include only Properties as to which the Construction Period Termination
         Date did not occur prior to the commencement of the 12 month period
         just ended.

(15)     Include only on Properties as to which the Construction Period
         Termination Date has not occurred as of such last day of the month just
         ended.


                                      112
<PAGE>   118


                                                                    Schedule - 3

      BORROWER'S CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE
  (for Fiscal Quarter just ended and immediately preceding 3 Fiscal Quarters)

<TABLE>
<S>                                                                                           <C>
____ quarter ____
     net income                                                                               $___________
     plus Minority Interests                                                                  $___________
     less extraordinary gains                                                                 $(__________)
     plus extraordinary losses                                                                $___________
     plus depreciation and amortization                                                       $___________
     plus losses from sales or joint ventures                                                 $___________
     less gains from sales or joint ventures                                                  $(__________)
     less decreases in deferred taxes and non-cash items                                      $(__________)
     plus increases in deferred taxes and non-cash items                                      $___________
     plus interest expense                                                                    $___________
     plus taxes                                                                               $___________

____ quarter ____
     net income                                                                               $___________
     plus Minority Interests                                                                  $___________
     less extraordinary gains                                                                 $(__________)
     plus extraordinary losses                                                                $___________
     plus depreciation and amortization                                                       $___________
     plus losses from sales or joint ventures                                                 $___________
     less gains from sales or joint ventures                                                  $(__________)
     less decreases in deferred taxes and non-cash items                                      $(__________)
     plus increases in deferred taxes and non-cash items                                      $___________
     plus interest expense                                                                    $___________
     plus taxes                                                                               $___________

____ quarter ____
     net income                                                                               $___________
     plus Minority Interests                                                                  $___________
     less extraordinary gains                                                                 $(__________)
     plus extraordinary losses                                                                $___________
     plus depreciation and amortization                                                       $___________
     plus losses from sales or joint ventures                                                 $___________
     less gains from sales or joint ventures                                                  $(__________)
     less decreases in deferred taxes and non-cash items                                      $(__________)
     plus increases in deferred taxes and non-cash items                                      $___________
     plus interest expense                                                                    $___________
     plus taxes                                                                               $___________

____ quarter ____
     net income                                                                               $___________
     plus Minority Interests                                                                  $___________
</TABLE>


                                      113
<PAGE>   119


<TABLE>
     <S>                                                                                      <C>
     less extraordinary gains                                                                 $(__________)
     plus extraordinary losses                                                                $___________
     plus depreciation and amortization                                                       $___________
     plus losses from sales or joint ventures                                                 $___________
     less gains from sales or joint ventures                                                  $(__________)
     less decreases in deferred taxes and non-cash items                                      $(__________)
     plus increases in deferred taxes and non-cash items                                      $___________
     plus interest expense                                                                    $___________
     plus taxes                                                                               $___________

         BORROWER'S INCOME AVAILABLE FOR DEBT SERVICE                                         $
         (LAST 4 FISCAL QUARTERS)                                                              ===========
</TABLE>


                                      114
<PAGE>   120


         BORROWER'S JOINT VENTURE SHARE OF CONSOLIDATED INCOME AVAILABLE
                      FOR DEBT SERVICE FROM JOINT VENTURES
  (for Fiscal Quarter just ended and immediately preceding 3 Fiscal Quarters)

<TABLE>
<S>                                                                                           <C>
____ quarter ____
     net income                                                                               $___________
     plus Minority Interests                                                                  $___________
     less extraordinary gains                                                                 $(__________)
     plus extraordinary losses                                                                $___________
     plus depreciation and amortization                                                       $___________
     plus losses from sales or joint ventures                                                 $___________
     less gains from sales or joint ventures                                                  $(__________)
     less decreases in deferred taxes and non-cash items                                      $(__________)
     plus increases in deferred taxes and non-cash items                                      $___________
     plus interest expense                                                                    $___________
     plus taxes                                                                               $___________

____ quarter ____
     net income                                                                               $___________
     plus Minority Interests                                                                  $___________
     less extraordinary gains                                                                 $(__________)
     plus extraordinary losses                                                                $___________
     plus depreciation and amortization                                                       $___________
     plus losses from sales or joint ventures                                                 $___________
     less gains from sales or joint ventures                                                  $(__________)
     less decreases in deferred taxes and non-cash items                                      $(__________)
     plus increases in deferred taxes and non-cash items                                      $___________
     plus interest expense                                                                    $___________
     plus taxes                                                                               $___________

____ quarter ____
     net income                                                                               $___________
     plus Minority Interests                                                                  $___________
     less extraordinary gains                                                                 $(__________)
     plus extraordinary losses                                                                $___________
     plus depreciation and amortization                                                       $___________
     plus losses from sales or joint ventures                                                 $___________
     less gains from sales or joint ventures                                                  $(__________)
     less decreases in deferred taxes and non-cash items                                      $(__________)
     plus increases in deferred taxes and non-cash items                                      $___________
     plus interest expense                                                                    $___________
     plus taxes                                                                               $___________

____ quarter ____
     net income                                                                               $___________
</TABLE>


                                      115
<PAGE>   121


<TABLE>
     <S>                                                                                      <C>
     plus Minority Interests                                                                  $___________
     less extraordinary gains                                                                 $(__________)
     plus extraordinary losses                                                                $___________
     plus depreciation and amortization                                                       $___________
     plus losses from sales or joint ventures                                                 $___________
     less gains from sales or joint ventures                                                  $(__________)
     less decreases in deferred taxes and non-cash items                                      $(__________)
     plus increases in deferred taxes and non-cash items                                      $___________
     plus interest expense                                                                    $___________
     plus taxes                                                                               $___________

         BORROWER'S JOINT VENTURE SHARE OF                                                    $
         CONSOLIDATED INCOME AVAILABLE FOR DEBT                                                ===========
         SERVICE FROM JOINT VENTURES (LAST 4 FISCAL
         QUARTERS)
</TABLE>


                                      116
<PAGE>   122


         BORROWER'S CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE FROM
                              ELIGIBLE PROPERTIES
                (other than from Subsidiary Excluded Properties)
   (for Fiscal Quarter just ended and immediately preceding 3 Fiscal Quarters)

<TABLE>
<S>                                                                                           <C>
____ quarter ____
     net income                                                                               $___________
     plus Minority Interests                                                                  $___________
     less extraordinary gains                                                                 $(__________)
     plus extraordinary losses                                                                $___________
     plus depreciation and amortization                                                       $___________
     less decreases in deferred taxes and non-cash items                                      $(__________)
     plus increases in deferred taxes and non-cash items                                      $___________
     plus interest expense                                                                    $___________
     plus taxes                                                                               $___________

____ quarter ____
     net income                                                                               $___________
     plus Minority Interests                                                                  $___________
     less extraordinary gains                                                                 $(__________)
     plus extraordinary losses                                                                $___________
     plus depreciation and amortization                                                       $___________
     less decreases in deferred taxes and non-cash items                                      $(__________)
     plus increases in deferred taxes and non-cash items                                      $___________
     plus interest expense                                                                    $___________
     plus taxes                                                                               $___________

____ quarter ____
     net income                                                                               $___________
     plus Minority Interests                                                                  $___________
     less extraordinary gains                                                                 $(__________)
     plus extraordinary losses                                                                $___________
     plus depreciation and amortization                                                       $___________
     less decreases in deferred taxes and non-cash items                                      $(__________)
     plus increases in deferred taxes and non-cash items                                      $___________
     plus interest expense                                                                    $___________
     plus taxes                                                                               $___________

____ quarter ____
     net income                                                                               $___________
     plus Minority Interests                                                                  $___________
     less extraordinary gains                                                                 $(__________)
     plus extraordinary losses                                                                $___________
     plus depreciation and amortization                                                       $___________
</TABLE>


                                      117
<PAGE>   123


<TABLE>
     <S>                                                                                      <C>
     less decreases in deferred taxes and non-cash items                                      $(__________)
     plus increases in deferred taxes and non-cash items                                      $___________
     plus interest expense                                                                    $___________
     plus taxes                                                                               $___________

         BORROWER'S INCOME AVAILABLE FOR DEBT SERVICE                                         $
         FROM ELIGIBLE PROPERTIES (LAST 4  FISCAL QUARTERS)                                    ===========
</TABLE>



                                      118
<PAGE>   124


                                                                    Schedule - 4

                        Income Available For Debt Service
                         (for the current calendar year)

<TABLE>
<S>                                                                                           <C>
first quarter
     net income                                                                               $___________
     plus Minority Interests                                                                  $___________
     less extraordinary gains                                                                 $(__________)
     plus extraordinary losses                                                                $___________
     plus depreciation and amortization                                                       $___________
     plus losses from sales or Joint Ventures                                                 $___________
     less gains from sales or Joint Ventures                                                  $(__________)
     less decreases in deferred taxes and non-cash items                                      $(__________)
     plus increases in deferred taxes and non-cash items                                      $___________
     plus interest expense                                                                    $___________
     plus taxes                                                                               $___________

second quarter
     net income                                                                               $___________
     plus Minority Interests                                                                  $___________
     less extraordinary gains                                                                 $(__________)
     plus extraordinary losses                                                                $___________
     plus depreciation and amortization                                                       $___________
     plus losses from sales or Joint Ventures                                                 $___________
     less gains from sales or Joint Ventures                                                  $(__________)
     less decreases in deferred taxes and non-cash items                                      $(__________)
     plus increases in deferred taxes and non-cash items                                      $___________
     plus interest expense                                                                    $___________
     plus taxes                                                                               $___________

third quarter
     net income                                                                               $___________
     plus Minority Interests                                                                  $___________
     less extraordinary gains                                                                 $(__________)
     plus extraordinary losses                                                                $___________
     plus depreciation and amortization                                                       $___________
     plus losses from sales or Joint Ventures                                                 $___________
     less gains from sales or Joint Ventures                                                  $(__________)
     less decreases in deferred taxes and non-cash items                                      $(__________)
     plus increases in deferred taxes and non-cash items                                      $___________
     plus interest expense                                                                    $___________
     plus taxes                                                                               $___________
</TABLE>


                                      119
<PAGE>   125


<TABLE>
<S>                                                                                           <C>
fourth quarter
     net income                                                                               $___________
     plus Minority Interests                                                                  $___________
     less extraordinary gains                                                                 $(__________)
     plus extraordinary losses                                                                $___________
     plus depreciation and amortization                                                       $___________
     plus losses from sales or Joint Ventures                                                 $___________
     less gains from sales or Joint Ventures                                                  $(__________)
     less decreases in deferred taxes and non-cash items                                      $(__________)
     plus increases in deferred taxes and non-cash items                                      $___________
     plus interest expense                                                                    $___________
     plus taxes                                                                               $___________

         Income Available for Debt Service (current calendar year)                            $
                                                                                               ===========
</TABLE>

                                      120
<PAGE>   126


                                                                    Schedule - 5


                           Consolidated Fixed Charges

<TABLE>
<S>                                                                                           <C>
____ quarter ____
     Consolidated Interest Expense                                                            $___________
     scheduled principal payments(16)                                                         $___________
     aggregate of all preferred dividends paid                                                $___________
     Joint Venture Share of interest expense of Joint Ventures                                $___________
     Joint Venture Share of scheduled principal payments of Joint Ventures(16)                $___________

____ quarter ____
     Consolidated Interest Expense                                                            $___________
     scheduled principal payments(16)                                                         $___________
     aggregate of all preferred dividends paid                                                $___________
     Joint Venture Share of interest expense of Joint Ventures                                $___________
     Joint Venture Share of scheduled principal payments of Joint Ventures(16)                $___________

____ quarter ____
     Consolidated Interest Expense                                                            $___________
     scheduled principal payments(16)                                                         $___________
     aggregate of all preferred dividends paid                                                $___________
     Joint Venture Share of interest expense of Joint Ventures                                $___________
     Joint Venture Share of scheduled principal payments of Joint Ventures(16)                $___________

____ quarter ____
     Consolidated Interest Expense                                                            $___________
     scheduled principal payments(16)                                                         $___________
     aggregate of all preferred dividends paid                                                $___________
     Joint Venture Share of interest expense of Joint Ventures                                $___________
     Joint Venture Share of scheduled principal payments of Joint Ventures(16)                $___________

Consolidated Fixed Charges                                                                    $
                                                                                               ===========
</TABLE>

---------------
(16)     Balloon payments payable at maturity should be excluded.


                                      121
<PAGE>   127


                                                                      Schedule 6

                             Adjusted Fixed Charges

<TABLE>
<S>                                                                                           <C>
____ quarter ____
     interest expense on Unsecured Funded Debt                                                $___________
     scheduled principal payments on Unsecured Funded Debt(17)                                $___________

____ quarter ____
     interest expense on Unsecured Funded Debt                                                $___________
     scheduled principal payments on Unsecured Funded Debt(17)                                $___________

____ quarter ____
     interest expense on Unsecured Funded Debt                                                $___________
     scheduled principal payments on Unsecured Funded Debt(17)                                $___________

____ quarter ____
     interest expense on Unsecured Funded Debt                                                $___________
     scheduled principal payments on Unsecured Funded Debt(17)                                $___________

Adjusted Fixed Charges                                                                        $
                                                                                               ===========
</TABLE>

---------------
(17)     Balloon payments payable at maturity should be excluded.


                                      122
<PAGE>   128


                                                                       EXHIBIT G


                           POST APARTMENT HOMES, L.P.

                               CLOSING CERTIFICATE

         Reference is made to the Fifth Amended and Restated Credit Agreement
(the "Amended and Restated Credit Agreement") dated as of January 12, 2001 among
Post Apartment Homes, L.P., the Banks listed therein, SunTrust Bank, as
Documentation Agent, First Union National Bank, as Syndication Agent, and
Wachovia Bank, N.A., as Administrative Agent. Capitalized terms used herein have
the meanings ascribed thereto in the Amended and Restated Credit Agreement.

         Pursuant to Section 3.01(e) of the Amended and Restated Credit
Agreement, __________________________________, the duly authorized
____________________ of ____________________ hereby certifies to the
Administrative Agent and the Banks that (i) no Default has occurred and is
continuing as of the date hereof, and (ii) the representations and warranties
contained in Article IV of the Amended and Restated Credit Agreement are true on
and as of the date hereof.

         Certified as of January 12, 2001.

                                      By:
                                          -------------------------------------
                                           [Name and title of Executive Officer]


                                      123
<PAGE>   129


                                                                       EXHIBIT H


                                    GUARANTY

         THIS GUARANTY (this "Guaranty") is made January 12, 2001, by POST
PROPERTIES, INC., a Georgia corporation (the "Guarantor", and the terms
"Guarantor" and "Guarantors" shall include any Subsidiary which becomes a
Guarantor pursuant to Section 15 hereof and Section 5.23(d) of the Amended and
Restated Credit Agreement referred to below) in favor of the Administrative
Agent, for the ratable benefit of the Banks, under the Amended and Restated
Credit Agreement referred to below;

                               W I T N E S S E T H


         WHEREAS, POST APARTMENT HOMES, L.P., a Georgia limited partnership (the
"Borrower"), SUNTRUST BANK, as Documentation Agent, FIRST UNION NATIONAL BANK
(formerly First Union National Bank of Georgia), as Syndication Agent (the
"Syndication Agent"), and WACHOVIA BANK, N.A., as Administrative Agent (the
"Administrative Agent"), and certain other Banks from time to time party thereto
have entered into a certain Fifth Amended and Restated Credit Agreement dated as
of January 12, 2001 (as amended as of even date herewith and as it may be
amended or modified further from time to time, the "Amended and Restated Credit
Agreement"), providing, subject to the terms and conditions thereof, for
extensions of credit to be made by the Banks to the Borrower which will the
benefit the Guarantors;

         WHEREAS, it is required by Section 3.01(b) of the Fifth Amended and
Restated Credit Agreement, that the Guarantors execute and deliver this Guaranty
whereby the Guarantors shall, unconditionally and jointly and severally,
guarantee the payment when due of all principal, interest and other amounts that
shall be at any time payable by the Borrower under the Amended and Restated
Credit Agreement, the Notes and the other Loan Documents; and

         WHEREAS, in consideration of the direct and indirect ownership
interests of the Guarantors in the Borrower and the financial and other support
that the Borrower has provided, and such financial and other support as the
Borrower may in the future provide, to the Guarantors, whether directly or
indirectly, and in order to induce the Banks, the Syndication Agent, the
Documentation Agent and the Administrative Agent to enter into the Amended and
Restated Credit Agreement, the Guarantors are willing to guarantee the
obligations of the Borrower under the Amended and Restated Credit Agreement, the
Notes, and the other Loan Documents;

         NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


                                      124
<PAGE>   130


         SECTION 1. Definitions. Terms defined in the Amended and Restated
Credit Agreement and not otherwise defined herein have, as used herein, the
respective meanings provided for therein.

         SECTION 2. Representations and Warranties. The Guarantors incorporate
herein by reference as fully as if set forth herein all of the representations
and warranties pertaining to the Guarantors contained in Article IV of the
Amended and Restated Credit Agreement (which representations and warranties
shall be deemed to have been renewed by the Guarantors upon each Borrowing under
the Amended and Restated Credit Agreement), except to the extent otherwise
disclosed to the Banks pursuant to Section 5.01(c) or (d) of the Amended and
Restated Credit Agreement).

         SECTION 3. Covenants. The Guarantors covenant that, so long as any Bank
has any Commitment outstanding under the Amended and Restated Credit Agreement
or any amount payable under the Amended and Restated Credit Agreement or any
Note shall remain unpaid, the Guarantors will fully comply with those covenants
set forth in Article V of the Amended and Restated Credit Agreement pertaining
to the Guarantors, and the Guarantors incorporate herein by reference as fully
as if set forth herein all of such covenants.

         SECTION 4. The Guaranty. The Guarantors hereby unconditionally and
jointly and severally guarantee the full and punctual payment (whether at stated
maturity, upon acceleration or otherwise) of the principal of and interest on
each Note issued by the Borrower pursuant to the Amended and Restated Credit
Agreement, and the full and punctual payment of all other amounts payable by the
Borrower under the Amended and Restated Credit Agreement (including, without
limitation, all Syndicated Loans, Swing Loans and Money Market Loans and
interest thereon, and all compensation and indemnification amounts and fees
payable pursuant to the Amended and Restated Credit Agreement and the Arranger's
Letter Agreement (all of the foregoing obligations being referred to
collectively as the "Guaranteed Obligations"). Upon failure by the Borrower to
pay punctually any such amount, each Guarantor agrees that it shall forthwith on
demand pay the amount not so paid at the place and in the manner specified in
the Amended and Restated Credit Agreement, the relevant Note or the relevant
Loan Document, as the case may be.

         SECTION 5. Guaranty Unconditional. The obligations of the Guarantors
hereunder shall be unconditional and absolute and, without limiting the
generality of the foregoing, shall not be released, discharged or otherwise
affected by:

                  (i)      any extension, renewal, settlement, compromise,
         waiver or release in respect of any obligation of the Borrower under
         the Amended and Restated Credit Agreement, any Note, or any other Loan
         Document, by operation of law or otherwise or any obligation of any
         other guarantor of any of the Guaranteed Obligations;

                  (ii)     any modification or amendment of or supplement to the
         Amended and Restated Credit Agreement, any Note, or any other Loan
         Document;

                  (iii)    any release, nonperfection or invalidity of any
         direct or indirect security for any obligation of the Borrower under
         the Amended and Restated Credit Agreement,


                                      125
<PAGE>   131


         any Note, any Loan Document, or any obligations of any other Guarantor
         or guarantor of any of the Guaranteed Obligations;

                  (iv)     any change in the partnership structure or ownership
         of the Borrower or corporate structure or ownership of any of the
         Guarantors, or any insolvency, bankruptcy, reorganization or other
         similar proceeding affecting the Borrower or any of the Guarantors, or
         any of their assets or any resulting release or discharge of any
         obligation of the Borrower or any of the Guarantors;

                  (v)      the existence of any claim, setoff or other rights
         which any of the Guarantors may have at any time against the Borrower,
         the Administrative Agent, the Syndication Agent, the Documentation
         Agent, any Bank or any other Person, whether in connection herewith or
         any unrelated transactions, provided that nothing herein shall prevent
         the assertion of any such claim by separate suit or compulsory
         counterclaim;

                  (vi)     any invalidity or unenforceability relating to or
         against the Borrower for any reason related to the Amended and Restated
         Credit Agreement, any other Loan Document, or any other guaranty, or
         any provision of applicable law or regulation purporting to prohibit
         the payment by the Borrower of the principal of or interest on any Note
         or any other amount payable by the Borrower under the Amended and
         Restated Credit Agreement, the Notes, or any other Loan Document; or

                  (vii)    any other act or omission to act or delay of any kind
         by the Borrower, the Administrative Agent, the Documentation Agent, the
         Syndication Agent and any Bank or any other Person or any other
         circumstance whatsoever which might, but for the provisions of this
         paragraph, constitute a legal or equitable discharge of the Guarantors'
         obligations hereunder.

         SECTION 6. Discharge Only Upon Payment In Full; Reinstatement In
Certain Circumstances. The Guarantors' obligations hereunder shall remain in
full force and effect until all Guaranteed Obligations shall have been paid in
full and the Commitments under the Amended and Restated Credit Agreement shall
have terminated or expired. If at any time any payment of the principal of or
interest on any Note or any other amount payable by the Borrower under the
Amended and Restated Credit Agreement or any other Loan Document is rescinded or
must be otherwise restored or returned upon the insolvency, bankruptcy or
reorganization of the Borrower or otherwise, the Guarantors' obligations
hereunder with respect to such payment shall be reinstated as though such
payment had been due but not made at such time.

         SECTION 7. Waiver of Notice by the Guarantors. Each of the Guarantors
irrevocably waives, acceptance hereof, presentment, demand, protest and, to the
fullest extent permitted by law, any notice not provided for herein, as well as
any requirement that at any time any action be taken by any Person against the
Borrower or any other Person.

         SECTION 8. Stay of Acceleration. If acceleration of the time for
payment of any amount payable by the Borrower under the Amended and Restated
Credit Agreement, any Note or any other Loan Document is stayed upon the
insolvency, bankruptcy or reorganization of the Borrower, all such amounts
otherwise subject to acceleration under the terms of the Amended


                                      126
<PAGE>   132


and Restated Credit Agreement, any Note or any other Loan Document shall
nonetheless be payable by the Guarantors hereunder forthwith on demand by the
Administrative Agent made at the request of the Required Banks.

         SECTION 9. Notices. All notices, requests and other communications to
any party hereunder shall be given or made by telecopier or other writing and
telecopied or mailed or delivered to the intended recipient at its address or
telecopier number set forth on the signature pages hereof or such other address
or telecopy number as such party may hereafter specify for such purpose by
notice to the Administrative Agent in accordance with the provisions of Section
9.01 of the Amended and Restated Credit Agreement. Except as otherwise provided
in this Guaranty, all such communications shall be deemed to have been duly
given when transmitted by telecopier, or personally delivered or, in the case of
a mailed notice, 3 Domestic Business Days after such communication is deposited
in the mails with first class postage prepaid, in each case given or addressed
as aforesaid.

         SECTION 10. No Waivers. No failure or delay by the Administrative
Agent, the Documentation Agent, the Syndication Agent or any Banks in exercising
any right, power or privilege hereunder shall operate as a waiver thereof nor
shall any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any other right, power or privilege. The
rights and remedies provided in this Guaranty, the Amended and Restated Credit
Agreement, the Notes, and the other Loan Documents shall be cumulative and not
exclusive of any rights or remedies provided by law.

         SECTION 11. Successors and Assigns. This Guaranty is for the benefit of
the Administrative Agent, the Documentation Agent, the Syndication Agent and the
Banks and their respective successors and assigns and in the event of an
assignment of any amounts payable under the Amended and Restated Credit
Agreement, the Notes, or the other Loan Documents, the rights hereunder, to the
extent applicable to the indebtedness so assigned, may be transferred with such
indebtedness. This Guaranty may not be assigned by the Guarantors without the
prior written consent of the Administrative Agent and the Required Banks, and
shall be binding upon the Guarantors and its respective successors and permitted
assigns.

         SECTION 12. Changes in Writing. Neither this Guaranty nor any provision
hereof may be changed, waived, discharged or terminated orally, but only in
writing signed by the Guarantors and the Administrative Agent, with the consent
of the Required Banks.

         SECTION 13. GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY
TRIAL. THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAW OF THE STATE OF GEORGIA. EACH OF THE GUARANTORS AND THE ADMINISTRATIVE AGENT
HEREBY SUBMIT TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT
COURT FOR THE NORTHERN DISTRICT OF GEORGIA AND OF ANY GEORGIA STATE COURT
SITTING IN ATLANTA, GEORGIA AND FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING
OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY.
EACH OF THE GUARANTORS IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE


                                      127
<PAGE>   133


VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH
PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
EACH OF THE GUARANTORS AND THE ADMINISTRATIVE AGENT HEREBY IRREVOCABLY WAIVE, TO
THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY
LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS
CONTEMPLATED HEREBY.

         SECTION 14. Taxes, etc. All payments required to be made by the
Guarantors hereunder shall be made without setoff or counterclaim and free and
clear of and without deduction or withholding for or on account of, any present
or future taxes, levies, imposts, duties or other charges of whatsoever nature
imposed by any government or any political or taxing authority pursuant and
subject to the provisions of Section 2.12(c) of the Amended and Restated Credit
Agreement, the terms of which are incorporated herein by reference as to the
Guarantors as fully as if set forth herein, and for such purposes, the rights
and obligations of the Borrower under such Section shall devolve to the
Guarantors as to payments required to be made by the Guarantors hereunder.

         SECTION 15. Additional Guarantors; Release of Guarantors. Section
5.23(d) of the Amended and Restated Credit Agreement provides that Significant
Subsidiaries must become Guarantors, and certain other Subsidiaries may elect to
become Guarantors, by, among other things, executing and delivering to the
Administrative Agent a counterpart of this Guaranty. Any Subsidiary which
executes and delivers to the Administrative Agent a counterpart of or joinder
agreement with respect to this Guaranty shall be a Guarantor for all purposes
hereunder. Under certain circumstances described in the last sentence of Section
5.12 of the Amended and Restated Credit Agreement, Guarantors may obtain from
the Administrative Agent a written release from this Guaranty pursuant to the
provisions of such sentence, and upon obtaining such written release, any such
Subsidiary shall no longer be a Guarantor hereunder. Each other Guarantor
consents and agrees to any such release and agrees that no such release shall
affect its obligations hereunder.


                                      128
<PAGE>   134


                  IN WITNESS WHEREOF, each of the Guarantors has caused this
Guaranty to be duly executed, under seal, by its authorized officer as of the
date first above written.

                                          POST PROPERTIES, INC.     (SEAL)


                                          By:
                                             ----------------------------------
                                               R. Gregory Fox
                                               Executive Vice President
                                               Post Corporate Services

                                          Address:

                                          Post Properties, Inc.
                                          One Riverside
                                          4401 Northside Parkway
                                          Suite 800
                                          Atlanta, Georgia 30327-3057
                                          Attention:  R. Gregory Fox
                                                      Executive Vice President
                                          Telecopier number: 404-846-5028
                                          Confirmation number: 404-504-9388


                                      129
<PAGE>   135


                                                                       EXHIBIT I


                           MONEY MARKET QUOTE REQUEST


Wachovia Bank, N.A.,
  as Agent
191 Peachtree Street, N.E.
Atlanta, Georgia  30303-1757
Attention:  Syndications Group

         Re:      Money Market Quote Request

         This Money Market Quote Request is given in accordance with Section
2.03 of the Fifth Amended and Restated Credit Agreement (as amended or modified
from time to time, the "Amended and Restated Credit Agreement") dated as of
January 12, 2001 among POST APARTMENT HOMES, L.P., the Banks from time to time
parties thereto, and SUNTRUST BANK, as Documentation Agent, FIRST UNION NATIONAL
BANK, as Syndication Agent, and WACHOVIA BANK, N.A., as Administrative Agent.
Terms defined in the Amended and Restated Credit Agreement are used herein as
defined therein.

         The Borrower hereby requests that the Administrative Agent obtain
quotes for a Money Market Borrowing or Borrowings based upon the following:

         1.   The proposed date of the Money Market Borrowing(s) shall be
              ______________, 200__ (the "Money Market Borrowing Date").(1)*)

         2.   The aggregate amount of the Money Market Borrowing(s) shall be
              $________.(2)

         3.   The Stated Maturity Date(s) applicable to the Money Market
              Borrowing shall be _______ days [______ days and _______ days,
              respectively].(3)


--------------

* All numbered footnotes appear on the last page of this Exhibit I.



                                      130
<PAGE>   136



                         Very truly yours,

                         POST APARTMENT HOMES, L.P.

                         By:  Post GP Holdings, Inc. its sole general partner



                                By:
                                    -------------------------------------------
                                    [President or other authorized designee]


--------------------

1        The date must be a Euro-Dollar Business Day.

2        The amount of the Money Market Borrowing is subject to Section 2.03(a)
         and (b).

3        The Stated Maturity Dates are subject to Section 2.03(b)(iii). The
         Borrower may request that up to 3 different Stated Maturity Dates be
         applicable to any Money Market Borrowing, provided that (i) each such
         Stated Maturity Date shall be deemed to be a separate Money Market
         Quote Request and (ii) the Borrower shall specify the amounts of such
         Money Market Borrowing to be subject to each such different Stated
         Maturity Date.


                                      131
<PAGE>   137



                                                                       EXHIBIT J



                               MONEY MARKET QUOTE


Wachovia Bank, N.A.,
as Administrative Agent
191 Peachtree Street, N.E.
Atlanta, Georgia 30303-1757
Attention:  Syndications Group

         Re:      Money Market Quote to

         This Money Market Quote is given in accordance with Section 2.03(c)(ii)
of the Fifth Amended and Restated Credit Agreement (as amended or modified from
time to time, the "Amended and Restated Credit Agreement") dated as of January
12, 2001 among POST APARTMENT HOMES, L.P. (the "Borrower"), the Banks from time
to time parties thereto, SUNTRUST BANK, as Documentation Agent, FIRST UNION
NATIONAL BANK, as Syndication Agent, and WACHOVIA BANK, N.A., as Administrative
Agent. Terms defined in the Amended and Restated Credit Agreement are used
herein as defined therein.

         In response to the Borrower's Money Market Quote Request dated
___________ , 200_ , we hereby make the following Money Market Quote on the
following terms:

         1.       Quoting Bank:

         2.       Person to contact at Quoting Bank:

         3.       Date of Money Market Borrowing: (1*)

         4.       We hereby offer to make Money Market Loan(s) in the following
maximum principal amounts for the following Interest Periods and at the
following rates:

<TABLE>
       Maximum Principal Amount(2)               Stated Maturity Date(3)                  Rate Per Annum(4)
       ------------------------                  --------------------                     --------------
       <S>                                       <C>                                      <C>




</TABLE>

---------------

* All numbered footnotes appear on the last page of this Exhibit J.


                                      132
<PAGE>   138


         We understand and agree that the offer(s) set forth above, subject to
the satisfaction of the applicable conditions set forth in the Amended and
Restated Credit Agreement, irrevocably obligate(s) us to make the Money Market
Loan(s) for which any offer(s) [is] [are] accepted, in whole or in part (subject
to the last sentence of Section 2.03(c)(i) of the Amended and Restated Credit
Agreement).

                                         Very truly yours,


                                         [Name of Bank]

Dated:

                                         By:
                                             ----------------------------------
                                                Authorized Officer



---------------

(1)      As specified in the related Money Market Quote Request.

(2)      The principal amount bid for each Stated Maturity Date may not exceed
         the principal amount requested. Money Market Quotes must be made for at
         least $5,000,000 or a larger multiple of $250,000.

(3)      The Stated Maturity Dates are subject to Section 2.03(b)(iii).

(4)      Subject to Section 2.03(c)(ii)(C).



                                      133
<PAGE>   139


                                                                       EXHIBIT K


                          Form of Designation Agreement


                            Dated __________________,


         Reference is made to that certain Fifth Amended and Restated Credit
Agreement dated as of January 12, 2001 (as amended prior to the date hereof and
as it may hereafter be amended, supplemented or otherwise modified from time to
time, the "Credit Agreement") by and among Post Apartment Homes, L.P., as the
Borrower, the Banks parties thereto, Wachovia Bank, N.A., as Administrative
Agent (the "Administrative Agent"), First Union National Bank, as Syndication
Agent, and SunTrust Bank, as Documentation Agent. Terms defined in the Credit
Agreement are used herein with the same meaning.

         [NAME OF DESIGNATING BANK] (the "Designating Bank") and [NAME OF
DESIGNEE] (the "Designee") agree as follows:

         1.       Pursuant to Section 9.08(g) of the Credit Agreement, the
Designating Bank hereby designates the Designee, and the Designee hereby accepts
such designation, to have a right to make Money Market Loans pursuant to Section
2.03(g) of the Credit Agreement. Any assignment by Designating Bank to Designee
of its rights to make a Money Market Loan pursuant to such Section 2.03(g) shall
be effective at the time of the funding of such Money Market Loan and not before
such time.

         2.       Except as set forth in Section 7, below, the Designating Bank
makes no representation or warranty and assumes no responsibility pursuant to
this Designation Agreement with respect to (a) any statements, warranties or
representations made in or in connection with any Loan Document or the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of any Loan Document or any other instrument and document furnished pursuant
thereto and (b) the financial condition of the Borrower or the performance or
observance by the Borrower of any of its obligations under any Loan Document or
any other instrument or document furnished pursuant thereto.

         3.       The Designee (a) confirms that it has received a copy of each
Loan Document, together with copies of the financial statements referred to in
Sections 4.04 and 5.01(a) and (b) (for periods for which such financial
statements are available) of the Credit Agreement and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Designation Agreement; (b) agrees that it will
independently and without reliance upon the Administrative Agent, the
Documentation Agent, the Syndication Agent, the Designating Bank or any other
Bank and based on such documents and information as it shall deem appropriate at
the time, continue to make its own credit decisions in taking or not taking
action under any Loan Document; (c) confirms that it is a Designated Bank; (d)
appoints and authorizes the Administrative Agent to take such action as the
Administrative Agent on its behalf and to exercise such powers and discretion
under any Loan Document as are delegated to the Administrative Agent by the
terms thereof, together with such powers and discretion as are


                                      134
<PAGE>   140


reasonably incidental thereto; and (e) agrees that it will perform in accordance
with their terms all of the obligations which by the terms of any Loan Document
are required to be performed by it as a Bank.

         4.       The Designee hereby appoints the Designating Bank as
Designee's agent and attorney in fact and grants to the Designating Bank an
irrevocable power of attorney, coupled with an interest, to receive payments
made for the benefit of Designee under the Credit Agreement, to deliver and
receive all communications and notices under the Credit Agreement and other Loan
Documents and to exercise on Designee's behalf all rights to vote and to grant
and make approvals, waivers, consents, releases and amendments to or under the
Credit Agreement or other Loan Documents. Any document executed by such agent on
the Designee's behalf in connection with the Credit Agreement or other Loan
Documents shall be binding on the Designee. The Borrower, the Administrative
Agent, the Documentation Agent, the Syndication Agent and each of the Banks may
rely on and are beneficiaries of the preceding provisions.

         5.       Following the execution of this Designation Agreement by the
Designating Bank and its Designee, it will be delivered to the Borrower for
acknowledgment and to the Administrative Agent for acknowledgment and recording
by the Administrative Agent. The effective date for this Designation Agreement
(the "Effective Date") shall be the date of acknowledgment hereof by the
Administrative Agent, unless otherwise specified on the signature page thereto.

         6.       The Designating Bank and, by execution of their respective
acknowledgments below, the Borrower and the Administrative Agent, each hereby
(i) acknowledges that the Designee is relying on the non-petition provisions of
Section 9.19 of the Credit Agreement as agreed to by all signatories thereto and
(ii) reaffirms that it will not institute against the Designee or join any other
Person in instituting against the Designee any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under any federal or state
bankruptcy or similar law for one year and done day after the payment in full of
the latest maturing commercial paper note issued by the Designee.

         7.       The Designating Bank unconditionally agrees to pay or
reimburse the Designee and save the Designee harmless against all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or mature whatsoever which may be imposed
or asserted by any of the parties to the Loan Documents against the Designee, in
its capacity as such, in any way relating to or arising out of this Agreement or
any other Loan Documents or any action taken or omitted by the Designee
hereunder or thereunder, provided that the Designating Bank shall not be liable
for any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements if the same results
from the Designee's gross negligence or willful misconduct.

         8.       Upon such acceptance and recording by the Administrative
Agent, as of the Effective Date, the Designee shall be a party to the Credit
Agreement with a right to make Money Market Loans as a Designated Bank pursuant
to Section 2.03(g) of the Credit Agreement and the rights and obligations of a
Designated Bank related thereto; provided, however, that the Designee shall not
be required to make payments with respect to such obligations except to the
extent of excess cash flow of the Designee which is not otherwise required to
repay obligations


                                      135
<PAGE>   141


of the Designee Bank which are then due and payable. Notwithstanding the
foregoing, the Designating Bank shall be and remain obligated to the Borrower,
the Administrative Agent, the Documentation Agent, the Syndication Agent and the
Banks for each and every of the obligations of the Designee and the Designating
Bank with respect to the Credit Agreement, including, without limitation, any
indemnification obligations under Section 7.05 of the Credit Agreement and any
sums otherwise payable to the Borrower by the Designee.

         9.       This Designation Agreement shall be governed by and construed
in accordance with the laws of the State of [GEORGIA][NEW YORK][OTHER
JURISDICTION CHOSEN BY DESIGNATING BANK AND DESIGNATED BANK].

         10.      This Designation Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Designation Agreement by facsimile
transmission shall be effective as delivery of a manually executed counterpart
of this Designation Agreement.


                                      136
<PAGE>   142


         IN WITNESS WHEREOF, the Designating Bank and the Designee intending to
be legally bound, have caused this Designation Agreement to be executed by their
officers thereunto duly authorized as of the date first above written.

                                       [NAME OF DESIGNATING BANK] as
                                       Designating Bank

                                       By:
                                              ---------------------------------
                                              Title:



                                       [NAME OF DESIGNEE], as Designee

                                       By:
                                              ---------------------------------
                                              Title:


                                       Lending Office (and address
                                       for notices):

Acknowledged this _____ day of               Acknowledged this _____ day of
__________________, _________ (the           __________________, _________
"Effective Date")

WACHOVIA BANK, N.A.                          POST APARTMENT HOMES, L.P. as the
as the Administrative Agent                  Borrower


By:                                          By:   Post GP Holdings, Inc.,
   --------------------------------                its sole general partner
   Title
                                             ---------------------------------
                                             R. Gregory Fox
                                             Executive Vice President



                                      137
<PAGE>   143


                                                                       EXHIBIT L



                             CONTRIBUTION AGREEMENT


         THIS CONTRIBUTION AGREEMENT (this "Agreement") is entered into as of
_______________ by and between POST APARTMENT HOMES, L.P., a Georgia limited
partnership (the "Principal"), POST PROPERTIES, INC., a Georgia corporation and
_______________________ (each individually a "Guarantor" and collectively, the
"Guarantors", and the terms "Guarantor" and "Guarantors" shall include any
Subsidiary which becomes a Guarantor pursuant to the last paragraph hereof,
Section 15 of the Guaranty referred to below and Section 5.23 of the Credit
Agreement referred to below). The Principal and each of the Guarantors are
sometimes hereinafter referred to individually as a "Contributing Party" and
collectively as the "Contributing Parties."

                              W I T N E S S E T H:


         WHEREAS, pursuant to that certain Fifth Amended and Restated Credit
Agreement, dated as of January 12, 2001, among the Principal, the Banks party
thereto and Wachovia Bank, N.A., as Administrative Agent, SunTrust Bank, as
Documentation Agent and First Union National Bank, as Syndication Agent, and
certain other Banks from time to time party thereto (such agreement, as the same
may from time to time be amended, modified, restated or extended, being
hereinafter referred to as the "Credit Agreement"; capitalized terms used herein
shall have the meanings ascribed thereto in the Credit Agreement), the Banks
have agreed to extend financial accommodations to the Principal;

         WHEREAS, as a condition, among others, to the willingness of the
Administrative Agent and the Banks to enter into the Credit Agreement, they have
required that PPI, the Guarantors and each Significant Subsidiary execute and
deliver that certain Guaranty, dated as of even date herewith (such agreement,
as the same may from time to time be amended, modified, restated or extended,
being hereinafter referred to as the "Guaranty"), pursuant to which, among other
things, the Guarantors have jointly and severally agreed to guarantee the
"Guaranteed Obligations" (as defined in the Guaranty); and

         WHEREAS, each of the Guarantors will derive direct or indirect economic
benefit from the effectiveness and existence of the Credit Agreement;

         NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, and to induce each Guarantor to enter into the Guaranty,
it is agreed as follows:

         To the extent that any Guarantor shall, under the Guaranty, make a
payment (a "Guarantor Payment") of a portion of the Guaranteed Obligations,
then, without limiting its rights of subrogation against the Principal, such
Guarantor shall be entitled to contribution and indemnification from, and be
reimbursed by, each of the other Contributing Parties in an amount, for each
such Contributing Party, equal to a fraction of such Guarantor Payment, the
numerator


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<PAGE>   144


of which fraction is such Contributing Party's Allocable Amount and the
denominator of which is the sum of the Allocable Amounts of all of the
Contributing Parties.

         As of any date of determination, the "Allocable Amount" of each
Contributing Party shall be equal to the maximum amount of liability which could
be asserted against such Contributing Party hereunder with respect to the
applicable Guarantor Payment without (i) rendering such Contributing Party
"insolvent" within the meaning of Section 101(31) of the Federal Bankruptcy Code
(the "Bankruptcy Code") or Section 2 of either the Uniform Fraudulent Transfer
Act (the "UFTA") or the Uniform Fraudulent Conveyance Act (the "UFCA"), (ii)
leaving such Contributing Party with unreasonably small capital, within the
meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA or
Section 5 of the UFCA, or (iii) leaving such Contributing Party unable to pay
its debts as they become due within the meaning of Section 548 of the Bankruptcy
Code or Section 4 of the UFTA or Section 6 of the UFCA.

         This Agreement is intended only to define the relative rights of the
Contributing Parties, and nothing set forth in this Agreement is intended to or
shall impair the obligations of the Guarantors, jointly and severally, to pay
any amounts, as and when the same shall become due and payable in accordance
with the terms of the Guaranty.

         The parties hereto acknowledge that the rights of contribution and
indemnification hereunder shall constitute assets in favor of each Guarantor to
which such contribution and indemnification is owing.

         This Agreement shall become effective upon its execution by each of the
Contributing Parties and shall continue in full force and effect and may not be
terminated or otherwise revoked by any Contributing Party until all of the
Guaranteed Obligations shall have been indefeasibly paid in full (in lawful
money of the United States of America) and discharged and the Credit Agreement
and financing arrangements evidenced and governed by the Credit Agreement shall
have been terminated. Each Contributing Party agrees that if, notwithstanding
the foregoing, such Contributing Party shall have any right under applicable law
to terminate or revoke this Agreement, and such Contributing Party shall attempt
to exercise such right, then such termination or revocation shall not be
effective until a written notice of such revocation or termination, specifically
referring hereto and signed by such Contributing Party, is actually received by
each of the other Contributing Parties and by the Administrative Agent at its
notice address set forth in the Credit Agreement. Such notice shall not affect
the right or power of any Contributing Party to enforce rights arising prior to
receipt of such written notice by each of the other Contributing Parties and the
Administrative Agent. If any Bank grants additional loans to the Principal or
takes other action giving rise to additional Guaranteed Obligations after any
Contributing Party has exercised any right to terminate or revoke this Agreement
but before the Administrative Agent receives such written notice, the rights of
each other Contributing Party to contribution and indemnification hereunder in
connection with any Guarantor Payments made with respect to such loans or
Guaranteed Obligations shall be the same as if such termination or revocation
had not occurred.

         Section 5.23 (d) of the Credit Agreement provides that Significant
Subsidiaries must become Guarantors, and Subsidiaries which are not Significant
Subsidiaries may elect to become Guarantors, by, among other things, executing
and delivering to the Administrative Agent a


                                      139
<PAGE>   145


counterpart of or joinder agreement with respect to the Guaranty and of this
Contribution Agreement. Any Subsidiary which executes and delivers to the
Administrative Agent a counterpart of the Guaranty and of this Contribution
Agreement shall be a Guarantor for all purposes hereunder. Under certain
circumstances described in the last sentence of Section 5.12 of the Credit
Agreement, Subsidiaries may obtain from the Administrative Agent a written
release from the Guaranty pursuant to the provisions of such sentence, and upon
obtaining such written release, any such Subsidiary shall no longer be a
Guarantor or Contributing Party hereunder, and such release shall automatically
and without further action constitute a release by each other Contributing Party
of all obligations of such Subsidiary hereunder. Each other Guarantor consents
and agrees to any such release and agrees that no such release shall affect its
obligations hereunder, except as to the Subsidiary so released.


                                      140
<PAGE>   146


                  IN WITNESS WHEREOF, each Contributing Party has executed and
delivered this Agreement, under seal, as of the date first above written.

                          POST APARTMENT HOMES, L.P.(SEAL)
                          By:      Post GP Holdings, Inc., its sole general
                                   partner
                                   By:
                                      -----------------------------------------
                                      R. Gregory Fox
                                      Executive Vice President

                          POST PROPERTIES, INC. (SEAL)

                          By:
                             --------------------------------------------------
                               R. Gregory Fox
                               Executive Vice President

                          Address:
                          Post Properties, Inc.
                          One Riverside
                          4401 Northside Parkway
                          Suite 800
                          Atlanta, Georgia 30327-3057
                          Attention: R. Gregory Fox
                                     Executive Vice President
                          Telecopier number: 404-846-5028
                          Confirmation number: 404-504-9388

                          [OTHER GUARANTOR(S)]


                                      141
<PAGE>   147


                                  Schedule 4.08


                    POST APARTMENT HOMES SUBSIDIARY SCHEDULE


<TABLE>
                                                                     JURISDICTION OF
                                                                      INCORPORATION/
NAME                                                                   FORMATION
                                                                     ---------------

<S>                                                                  <C>
Addison Circle Access, Inc.                                                DE

Addison Circle One, Ltd.                                                   TX

Addison Circle Three, Ltd.                                                 TX

Addison Circle Two, Ltd.                                                   TX

Addison Townhomes One, Ltd.                                                TX

Akard-McKinney Investment Company, LLC                                     TX

Armada Condominiums, L.P.                                                  GA

Armada Denver Condominiums, LLC                                            TX

Armada Homes, Inc.                                                         DE

Armada Phoenix Townhomes, LLC                                              TX

Armada Residences, L.P.                                                    GA

Briarcliff Commercial Property, LLC                                        GA

Cumberland Lake, Inc.                                                      GA

Gateway WW, LLC                                                            GA

Greenwood Residential, LLC                                                 TX

P/C First Avenue LLC                                                       DE

Post 1499 Massachusetts, LLC                                               GA

Post Asset Management, Inc.                                                GA
</TABLE>


                                      142
<PAGE>   148


<TABLE>
<S>                                                                        <C>
Post Aviation, LLC                                                         GA

Post Carlyle I, LLC                                                        GA

Post Construction Services, Inc.                                           GA

Post Development Services Limited Partnership                              GA

Post Landscape Group, Inc.                                                 GA

Post Paseo Colorado, LLC                                                   GA

Post Rice Lofts, LLC                                                       TX

Post Services, Inc.                                                        GA

Post Travel, Inc.                                                          GA

Post Uptown, LLC                                                           TX

Post West Avenue Lofts, L.P.                                               GA

Post West Avenue, LLC                                                      GA

Post-AmerUs American Beauty Mill, L.P.                                     GA

Post-AmerUs Bennie Dillon, L.P.                                            GA

Post-AmerUs Rice Lofts, L.P.                                               GA

Post-AmerUs Wilson Building II, L.P.                                       GA

Post-AmerUs Wilson Building, L.P.                                          GA

RAM Partners, Inc.                                                         GA

Residential Ventures, Inc.                                                 GA

Rice Lofts, LP                                                             TX

Riverside Villas, LLC                                                      GA

Rocky Point Management, Inc.                                               GA

Rose Hill Associates, LLC*                                                 DE

STS Loan, L.P.                                                             GA
</TABLE>


                                      143
<PAGE>   149


<TABLE>
<S>                                                                        <C>
Uptown Denver, LLC                                                         CO

Villas at Parkway Village, LP                                              GA

Villas GP, LLC                                                             GA
</TABLE>


*Post Apartment Homes, L.P.'s indirect interest in this entity is anticipated to
exceed 50% upon full funding during construction.


                                      144