<PAGE>   1
                                                                   Exhibit 10.33



                                  $350,000,000

                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                                  dated as of

                                  May 7, 1999

                                     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, ATLANTA
                             as Documentation Agent


<PAGE>   2



                               TABLE OF CONTENTS

                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT


<TABLE>
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                                                                                                         Page
                                                                                                         ----
<S>                                                                                                      <C>
ARTICLE I      DEFINITIONS.................................................................................1
SECTION 1.01.  Definitions.................................................................................1
SECTION 1.02.  Accounting Terms and Determinations........................................................19
SECTION 1.03.  References.................................................................................20
SECTION 1.04.  Use of Defined Terms.......................................................................20
SECTION 1.05.  Terminology................................................................................20
ARTICLE II     THE CREDITS................................................................................20
SECTION 2.01.  Commitments to Lend Loans..................................................................20
SECTION 2.02.  Method of Borrowing Loans other than Transaction Rate Loans................................22
SECTION 2.03.  Money Market Loans.........................................................................25
SECTION 2.04.  Notes......................................................................................29
SECTION 2.05.  Maturity of Loans..........................................................................30
SECTION 2.06.  Interest Rates.............................................................................31
SECTION 2.07.  Fees.......................................................................................34
SECTION 2.08.  Optional Termination or Reduction of Commitments...........................................35
SECTION 2.09.  Mandatory Termination of Commitments.......................................................35
SECTION 2.10.  Optional Prepayments.......................................................................35
SECTION 2.11.  Mandatory Prepayments......................................................................36
SECTION 2.12.  General Provisions as to Payments..........................................................36
SECTION 2.13.  Computation of Interest and Fees...........................................................40
ARTICLE III    CONDITIONS TO BORROWINGS...................................................................41
SECTION 3.01.  Conditions to First Borrowing..............................................................41
SECTION 3.02.  Conditions to All Borrowings...............................................................43
ARTICLE IV     REPRESENTATIONS AND WARRANTIES.............................................................43
SECTION 4.01.  Partnership or Corporate Existence and Power...............................................44
SECTION 4.02.  Partnership or Corporate and Governmental Authorization; No Contravention..................44
SECTION 4.03.  Binding Effect.............................................................................44
SECTION 4.04.  Financial and Property Information.........................................................45
SECTION 4.05.  No Litigation..............................................................................45
SECTION 4.06.  Compliance with ERISA......................................................................45
SECTION 4.07.  Compliance with Laws; Payment of Taxes.....................................................46
SECTION 4.08.  Subsidiaries...............................................................................46
SECTION 4.09.  Investment Company Act.....................................................................46
SECTION 4.10.  Public Utility Holding Company Act.........................................................46
SECTION 4.11.  Ownership of Property......................................................................46
SECTION 4.12.  No Default.................................................................................46
SECTION 4.13.  Full Disclosure............................................................................47
SECTION 4.14.  Environmental Matters......................................................................47
SECTION 4.15.  Partner Interests and Capital Stock........................................................48
SECTION 4.16.  Margin Stock...............................................................................48
SECTION 4.17.  Insolvency.................................................................................48
SECTION 4.18.  Insurance..................................................................................48
ARTICLE V      COVENANTS..................................................................................49
SECTION 5.01.  Information................................................................................49
</TABLE>

                                     (i)


<PAGE>   3


<TABLE>
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<S>                                                                                                      <C>
SECTION 5.02.  Inspection of Property, Books and Records..................................................51
SECTION 5.03.  Consolidated Total Secured Debt............................................................52
SECTION 5.04.  Ratio of Consolidated Total Debt to Consolidated Total Assets..............................52
SECTION 5.05.  Interest Coverage..........................................................................52
SECTION 5.06.  Restricted Payments........................................................................52
SECTION 5.07.  Loans or Advances..........................................................................52
SECTION 5.08.  Purchases of Stock by the Significant Subsidiaries.........................................53
SECTION 5.09.  Investments................................................................................53
SECTION 5.10.  Dissolution................................................................................54
SECTION 5.11.  Consolidations, Mergers and Sales of Assets................................................54
SECTION 5.12.  Use of Proceeds............................................................................55
SECTION 5.13.  Compliance with Laws; Payment of Taxes.....................................................55
SECTION 5.14.  Insurance..................................................................................56
SECTION 5.15.  Change in Fiscal Year......................................................................56
SECTION 5.16.  Maintenance of Property; Principal Business................................................56
SECTION 5.17.  Environmental Notices......................................................................57
SECTION 5.18.  Environmental Matters......................................................................57
SECTION 5.19.  Environmental Release......................................................................57
SECTION 5.20.  Transactions with Affiliates...............................................................57
SECTION 5.21.  Qualification as a Real Estate Investment Trust; General Partner...........................57
SECTION 5.22.  Certain Covenants Concerning Subsidiaries..................................................58
Section 5.23.  Year 2000 Compliance Reports...............................................................58
SECTION 5.24.  Consolidated Fixed Charges Coverage Ratio..................................................59
ARTICLE VI     DEFAULTS...................................................................................59
SECTION 6.01.  Events of Default..........................................................................59
SECTION 6.02.  Notice of Default..........................................................................62
ARTICLE VII    THE ADMINISTRATIVE AGENT...................................................................63
SECTION 7.01.  Appointment; Powers and Immunities.........................................................63
SECTION 7.02.  Reliance by Administrative Agent...........................................................64
SECTION 7.03.  Defaults...................................................................................64
SECTION 7.04.  Rights of Administrative Agent as a Bank...................................................64
SECTION 7.05.  Indemnification............................................................................65
SECTION 7.06.  Consequential Damages......................................................................65
SECTION 7.07.  Payee of Note Treated as Owner.............................................................65
SECTION 7.08.  Nonreliance on Administrative Agent and Other Banks........................................66
SECTION 7.09.  Failure to Act.............................................................................66
SECTION 7.10.  Resignation or Removal of Administrative Agent.............................................66
ARTICLE VIII   CHANGE IN CIRCUMSTANCES; COMPENSATION......................................................67
SECTION 8.01.  Basis for Determining Interest Rate Inadequate or Unfair...................................67
SECTION 8.02.  Illegality.................................................................................67
SECTION 8.03.  Increased Cost and Reduced Return..........................................................68
SECTION 8.04.  Base Rate Loans or Other Euro-Dollar  Loans Substituted for Affected
               Euro-Dollar Loans..........................................................................70
SECTION 8.05.  Compensation...............................................................................71
ARTICLE IX     MISCELLANEOUS..............................................................................72
SECTION 9.01.  Notices....................................................................................72
SECTION 9.02.  No Waivers.................................................................................72
SECTION 9.03.  Expenses; Documentary Taxes................................................................72
</TABLE>

                                    (ii)


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<TABLE>
<S>                                                                                                       <C>
SECTION 9.04.  Indemnification............................................................................73
SECTION 9.05.  Setoff; Sharing of Setoffs.................................................................73
SECTION 9.06.  Amendments and Waivers.....................................................................74
SECTION 9.07.  No Margin Stock Collateral.................................................................76
SECTION 9.08.  Successors and Assigns.....................................................................76
SECTION 9.09.  Confidentiality............................................................................79
SECTION 9.10.  Representation by Banks....................................................................80
SECTION 9.11.  Obligations Several........................................................................80
SECTION 9.12.  Georgia Law................................................................................81
SECTION 9.13.  Severability...............................................................................81
SECTION 9.14.  Interest...................................................................................81
SECTION 9.15.  Interpretation.............................................................................82
SECTION 9.16.  Waiver of Jury Trial; Consent to Jurisdiction..............................................82
SECTION 9.17.  Counterparts...............................................................................82
SECTION 9.18.  Source of Funds -- ERISA...................................................................82
SECTION 9.19.  No Bankruptcy Proceedings..................................................................83
</TABLE>

                                     (iii)


<PAGE>   5


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 Borrowing Base Certificate

EXHIBIT J      Form of Money Market Quote Request

EXHIBIT K      Form of Money Market Quote

EXHIBIT L      Form of Designation Agreement

EXHIBIT M      Form of Contribution Agreement

Schedule 4.08  Subsidiaries

                                     (iv)
<PAGE>   6


                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT


                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of May
7, 1999 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, ATLANTA, as
Documentation Agent.

                  This Third Amended and Restated Credit Agreement is an
amendment and restatement of the $180,000,000 Amended and Restated Credit
Agreement by and among the Borrower, Wachovia Bank of Georgia, N.A., First
Union National Bank of Georgia, SunTrust Bank, Atlanta, 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, Atlanta, 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, Atlanta, 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(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:

                  "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


<PAGE>   7


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.

                  "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.

                  "Administrative Agent's Letter Agreement" means that certain
letter agreement, dated as of February 7, 1997 between the Borrower and the
Administrative Agent relating to the structure of the Loans, and certain fees
from time to time payable by the Borrower to the Administrative Agent, together
with all amendments and supplements thereto.

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

                  "Anniversary Date" means April 30, 2000, and each April 30
thereafter.

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

                  "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


                                       2
<PAGE>   8


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 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.

                  "Borrowing Base" means the sum of each of the following, as
determined by reference to the most recent Borrowing Base Certificate furnished
pursuant to Section 3.01(i) or Section 5.01(h), as applicable:

         (i) an amount equal to the product of: (x) 7.42857; times (y) 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 Eligible Property
which is not subject to a Mortgage and 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;
provided, that if an Eligible Property satisfies the criteria set forth in both
this clause (i) and clause (iii) below, it shall be included in the
calculations only in clause (iii) below; plus

         (ii) an amount equal to the product of: (x) 7.42857; times (y) 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 Eligible Property
which is financed as to Debt only by bonds, debentures, notes or other similar
instruments which have been fully in substance defeased in accordance with
GAAP; plus


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<PAGE>   9

         (iii) an amount equal to the product of: (x) 29.71428; times (y) 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 Eligible Property
which is not subject to a Mortgage and 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; plus

         (iv) an amount equal to the lesser of: (x) 50% 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 Eligible Properties which are not subject to a
Mortgage and which consist of apartment communities as to which the
Construction Period Termination Date has not occurred as of such last day of
the month just ended; and (y) $75,000,000 less the amount determined pursuant
to clause (v); plus

         (v) an amount equal to the lesser of: (x) the sum of (A) 45% of the
aggregate cost of all Eligible Properties which consist of raw land not subject
to a Mortgage, or which consist of land acquired with existing improvements
which are to be substantially demolished and the demolition of such
improvements has commenced, plus (B) with respect to Eligible Properties which
consist of land acquired with existing improvements which are to be
substantially demolished, so long as such Eligible Property was on average at
least 50% economically occupied during the 12 month period ending on the last
day of the month just ended prior to the date of determination and demolition
of such improvements has not commenced, the greater of 45% of the aggregate
cost of such Eligible Property or 5.71429 times the Net Operating Income of
such Eligible Property during such 12 month period; (y) $25,000,000; and (z)
33% of the sum of (A) the amounts determined pursuant to clauses (i) through
(iv), inclusive (but without giving effect to clause (iv)(y)); less

         (vi) an amount equal to the greater of: (x) all outstanding Debt of
the Borrower and the Guarantors (other than the Loans and any Debt owing to the
Borrower or the Guarantors) which is not secured by a Lien (excluding Debt
consisting of a Guarantee, where the underlying Debt of the principal obligor
is subject to a Lien on property of the principal obligor); and (y) all
commitments (other than the Commitments) to the Borrower and the Guarantors
then available to be advanced, to fund Debt of the type described in clause
(vi)(x).

                  "Borrowing Base Certificate" means a certificate
substantially in the form of Exhibit I, duly executed by an Executive Officer,
setting forth in reasonable detail the calculations for each component of the
Borrowing Base.


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<PAGE>   10


                  "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 May 7, 1999.

                  "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, 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.

                  "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 (x) Consolidated Interest Expense, plus (y) all scheduled
principal payments (excluding balloon payments payable at maturity), plus (z)
the aggregate of all preferred dividends paid.


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<PAGE>   11

                  "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) Consolidated Income Available for Debt
Service; to (ii) Consolidated Fixed Charges.

                  "Consolidated Income Available for Debt Service" shall mean,
calculated on a consolidated basis, the sum of the Borrower's and its
Subsidiaries': (i) net income before Minority Interests and extraordinary
items, plus (ii) depreciation and amortization, plus (iii) losses from sales or
joint ventures, plus (iv) increases in deferred taxes and other non-cash items,
minus (v) gains from sales or joint ventures, minus (vi) decreases in deferred
taxes and other non-cash items, plus (vii) interest expense and plus (viii)
taxes (excluding ad valorem taxes).

                  "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) 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
or any of 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 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 the total liabilities of
the Borrower and its Subsidiaries, on a consolidated basis (excluding
liabilities on account of dividends which have been declared but not paid),
plus the aggregate amount of Debt Guaranteed by the Borrower, the Guarantors
and the Subsidiaries (other than of Debt of any of them) at the end of the
Borrower's most recent Fiscal Quarter.

                  "Consolidated Total Secured Debt" shall mean all Debt of the
Borrower and its Subsidiaries consisting of (i) capitalized leases, and (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 or its
Subsidiaries.


                                       6
<PAGE>   12


                  "Construction Period Termination Date" means, with respect to
construction of apartment communities for Eligible Properties, the date which
is 3 months after the issuance of a permanent certificate of occupancy for the
last unit of such apartment community on such Eligible Property.

                  "Contribution Agreement" means the Contribution Agreement of
even date herewith in substantially the form of Exhibit M to be executed by the
Borrower and the Guarantors.

                  "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.

                  "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 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 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 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, either pursuant to Section 2.06(f) or otherwise) 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.


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<PAGE>   13


                  "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 (including 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 L, 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.

                  "Eligible Properties" means any Property of the Borrower
consisting of real estate as to which the Administrative Agent has received or
reviewed each of the following, each in form and substance satisfactory to the
Administrative Agent, in its reasonable business judgment: (i) an environmental
report; (ii) a boundary survey; and (iii) an owner's title insurance policy,
without a general survey exception, issued by an insurer acceptable to the
Administrative Agent, in its reasonable business judgment; provided, however,
that for each apartment community which was or is being constructed in phases,
the term Eligible Property shall mean each such phase separately, except


                                       8
<PAGE>   14


that all phases as to which a period of 12 months after the Construction Period
Termination Date has occurred for each such phase shall be treated as a single
Eligible 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


                                       9
<PAGE>   15


Insecticide, Fungicide and Rodenticide Act, or the Federal Occupational Safety
and Health Act of 1970, each as amended.

                  "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.


                                      10
<PAGE>   16


                  "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.

                  "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 direct Subsidiary of PPI 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 PPI) 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) GP Sub, LP Sub and PPI; and (ii) any Significant
Subsidiary which becomes a Guarantor pursuant to Section 5.22(d).


                                      11
<PAGE>   17


                  "Guaranty" means the Guaranty Agreement of even date herewith
in substantially the form of Exhibit "H" to be executed by the Guarantors,
unconditionally guaranteeing payment of the Loans, the Notes and all other
obligations of the Borrower to the Administrative Agent, the Syndication Agent,
the Administrative 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 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:


                                      12
<PAGE>   18


                  (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:

                  (a)   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

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

                  "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.

                  "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.


                                      13
<PAGE>   19


                  "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.

                  "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).

                  "LP Sub" means Post LP Holdings, Inc., a Georgia corporation
which is a direct Subsidiary of PPI and the owner (as of the date of the
Closing Date) of limited partnership interests representing approximately 87%
of the partner interests in the Borrower.

                  "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.


                                      14
<PAGE>   20


                  "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.

                  "Net Operating Income" means, for any Eligible Property, the
portion of Consolidated Income Available for Debt Service derived from such
Eligible Property (which calculation excludes intracompany charges for
management services that are eliminated in accordance with GAAP).

                  "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).


                                      15
<PAGE>   21


                  "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.

                  "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


                                      16
<PAGE>   22


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 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.

                  "Subsidiary" means (i) any corporation or other entity 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


                                      17
<PAGE>   23


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 Consolidated Total Assets" means Consolidated
Total Assets, but without including assets of the Borrower or the Guarantors.

                  "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, 2002, 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.

                  "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).

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


                                      18
<PAGE>   24


                  "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.

                  "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 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


                                      19
<PAGE>   25


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 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.

                  (a)   Syndicated 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 lesser
         of (A) the aggregate amount of the Commitments and (B) the Borrowing
         Base.

Each Syndicated Loan Borrowing under this Section shall be in an aggregate
principal amount of $5,000,000 or any larger multiple


                                      20
<PAGE>   26


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 lesser of (A) the aggregate amount of the Commitments
and (B) the Borrowing Base. Within the foregoing limits, the Borrower may
borrow under this Section 2.01(b), prepay and reborrow under this Section
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


                                      21
<PAGE>   27


         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 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


                                      22
<PAGE>   28


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 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


                                      23
<PAGE>   29


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.


                                      24
<PAGE>   30


                  (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.

                  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 lesser
         of (A) the aggregate amount of the Commitments and (B) the Borrowing
         Base;

                  (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
         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 J 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


                                      25
<PAGE>   31


         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 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 K 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



                                      26
<PAGE>   32


                           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.

                  (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


                                      27
<PAGE>   33


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 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)   Money Market Loans by Designated Banks. 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


                                      28
<PAGE>   34


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 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


                                      29
<PAGE>   35


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, 2002, 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, 2000
(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 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 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 fifteen (15) days prior to the Extension Date.
                  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 set
                  forth in this paragraph, with any commitment with respect to
                  such purchase to be


                                      30
<PAGE>   36


                  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 each 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,
         0.825%; 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


                                      31
<PAGE>   37


                  (ii)  subject to the proviso at the end of Section 2.06(a)
         (i), 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 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+/         BBB/          BBB-/         Below
                                         BBB+/         Baa1          Baa2          Baa3          BBB-/
                                         Baa1                                                    Baa3

                                         ------------------------------------------------------------
          Applicable Margin              0.675%        0.825%        .95%          1.10%         1.30%
                                         ------------------------------------------------------------

</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)   Subject to the proviso at the end of Section 2.06(a)
(i), each Euro Dollar Loan shall bear interest on the outstanding principal
amount thereof, for the Interest Period


                                      32
<PAGE>   38


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 the Reuters Screen LIBO Page as of 11:00 A.M., London time, 2
Euro-Dollar Business Days prior to the first day of such Interest Period,
provided that (i) if more than one such offered rate appears on the Reuters
Screen LIBO Page, the "London Interbank Offered Rate" will be the arithmetic
average (rounded upward, if necessary, to the next higher 1/100th of 1%) of
such offered rates; (ii) if no such offered rates appear on such page, the
"London Interbank Offered Rate" for such Interest Period will be the arithmetic
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 to 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.


                                      33
<PAGE>   39


                  (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 each 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 (i) for the period commencing on the
Closing Date to and including the first Performance Pricing Determination Date,
0.125%; and (ii) from and after the first Performance Pricing Determination
Date, 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 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.

<TABLE>
<CAPTION>

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

                                         Level         Level         Level         Level         Level
                                           I            II            III           IV             V
                                         =============================================================
          <S>                            <C>           <C>           <C>           <C>           <C>
          Debt Rating                    Above         BBB+          BBB           BBB-          Below
                                         BBB+                                                    BBB-
                                         -------------------------------------------------------------

          Facility Fee                   0.125%        0.125%        0.15%         0.15%         0.15%
                                         -------------------------------------------------------------
</TABLE>

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


                                      34
<PAGE>   40
     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 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) included in such
Fixed Rate Borrowing.


                                      35
<PAGE>   41


     (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) On each date on which the aggregate principal amount of the Loans
outstanding exceeds the Borrowing Base on such date, the Borrower shall repay
or prepay such principal amount of the outstanding Loans (together with
interest thereon) as may be necessary so that after such payment the aggregate
unpaid principal amount of the Loans does not exceed the Borrowing Base on such
date.

     (c) 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


                                      36
<PAGE>   42


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.

     (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


                                      37
<PAGE>   43


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 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


                                      38
<PAGE>   44


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.

     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 365 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


                                      39
<PAGE>   45


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.

                                  ARTICLE III

                            CONDITIONS TO BORROWINGS


                                      40
<PAGE>   46


     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 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 and Contribution Agreement;

     (c) an opinion letter of King & Spalding, counsel for the Borrower and the
Guarantors, dated as of the Closing Date, 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
the Contribution Agreement, 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
Guarantors, signed by the Secretary or an Assistant Secretary of the General
Partner and the Guarantors, certifying as to the names, true signatures and
incumbency of the


                                      41
<PAGE>   47


officer or officers of the General Partner and the Guarantors authorized to
execute and deliver the Loan Documents on behalf of the Borrower or the
Guarantors, and certified copies of the following items: (i) the Borrower's
Certificate of Limited Partnership; (ii) the Borrower's Partnership Agreement,
(iii) for the General Partner and the Guarantors, its Certificate of
Incorporation, (iv) for the General Partner and the Guarantors, its Bylaws, (v)
for the Borrower, the General Partner and the Guarantors, a certificate of the
Secretary of State of Georgia as to the valid existence of the Borrower, the
General Partner or the Guarantors as a Georgia limited partnership or
corporation, as the case may be, and certificates of good standing or valid
existence of the Borrower, the General Partner and the Guarantors as a foreign
limited partnership or corporation, as the case may be, in each other
jurisdiction in which it is required to be qualified and (vi) the action taken
by the Board of Directors of the General Partner and the Guarantors 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 Guarantors, 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; and

     (h) receipt of the fees then due and payable to the Administrative Agent
pursuant to the Administrative Agent'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.

     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;


                                      42
<PAGE>   48


     (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.

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 the Guarantors'
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


                                      43
<PAGE>   49


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, 1998 and the related consolidated statements of
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, 1998, 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


                                      44
<PAGE>   50


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. United States income tax returns of PPI
have been examined for the 1996 and 1997 Fiscal Years and the examination
reports with respect thereto have been accepted by the District Director of the
Internal Revenue Service.

     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


                                      45
<PAGE>   51


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.

     (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


                                      46
<PAGE>   52


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, and no
part of the proceeds of any Loan will be used to purchase or carry any Margin
Stock or to extend credit to others for the purpose of purchasing or carrying
any Margin Stock, or be used for any purpose which violates, or which is
inconsistent with, the provisions of Regulation X.

     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 applicable state law
pertaining


                                      47
<PAGE>   53


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.

     SECTION 4.20. Year 2000 Compliance. The Borrower (i) has developed a
program to evaluate the ability of its computer hardware and software systems
and programs to handle effectively data that includes dates after December 31,
1999 ("Year 2000 Compliant"), (ii) has taken corrective action in respect of
its main accounting system to make it Year 2000 Compliant, (iii) has taken
corrective action, or is in the process of implementing a plan to take
corrective action prior to January 1, 2000, in respect of all other of its core
computer hardware and software systems and programs so that such core systems
and programs become Year 2000 Compliant prior to January 1, 2000, and (iv) has
begun a program to review its peripheral computer hardware and software systems
and programs so as to identify any corrective action that may need to be taken
in order for such peripheral systems and programs to become Year 2000 Compliant
prior to January 1, 2000. Based on the foregoing, the Borrower does not expect
that any Material Adverse Effect will exist or occur on or after January 1,
2000 as a result of any of its computer hardware or software systems or
programs failing to be Year 2000 Compliant.

                                   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


                                      48
<PAGE>   54


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 required to establish
whether the Borrower was in compliance with the requirements of Sections 5.03
through 5.09, inclusive, and Sections 5.11 and 5.24 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


                                      49
<PAGE>   55


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) within 60 days after the end of each Fiscal Quarter, a Borrowing Base
Certificate as of the last day of the Fiscal Quarter just ended; provided,
however, that at the Borrower's election, Borrower may, and or at the
Administrative Agent's election on not less than 10 Domestic Business Days
notice, Borrower shall, submit a Borrowing Base Certificate to the
Administrative Agent on or before the fifteenth Domestic Business Day after the
end of the first or second month in any Fiscal Quarter, as of the last day of
such month;

               (i) 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.

                     (j) 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 made of all dealings and


                                      50
<PAGE>   56


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 the greater of (x) 40% of
Consolidated Total Assets or (y) the lesser of (i) 50% of Consolidated Total
Assets or (ii) $375,000,000.

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

     SECTION 5.05. Interest Coverage. The ratio of (x) Consolidated Income
Available for Debt Service to (y) 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 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. Loans or Advances. Neither the Borrower nor any Guarantor or
Subsidiary shall make loans or advances to any Person except: (i) deposits
required by government agencies


                                      51
<PAGE>   57


or public utilities; (ii) without duplication, loans and advances made to the
Borrower, any Guarantor or any Subsidiary; provided, that loans and advances
from the Borrower and the Guarantors to Subsidiaries that are not Guarantors
may not exceed an aggregate amount outstanding at any time equal to 10% of
Consolidated Total Assets; (iii) loans or advances to directors, officers and
employees in the ordinary course of business in the aggregate outstanding at
any time not exceeding $2,500,000.00; and (iv) without duplication, other loans
or advances made in the ordinary course of business in the aggregate
outstanding at any time not exceeding $20,000,000 minus all amounts outstanding
under clause (iii) of this Section 5.07 and minus Investments made and
permitted pursuant to Section 5.09(D); provided that after giving effect to the
making of any loans, advances or deposits permitted by clauses (i), (ii), (iii)
or (iv), the Borrower will be in full compliance with all the provisions of
this Agreement.

     SECTION 5.08. Purchases of Stock by the Significant Subsidiaries. Except
for purchases or acquisitions of shares of PPI's Capital Stock made for
purposes of having such shares available for purchase by PPI shareholders
pursuant to the Post Properties, Inc. Dividend Reinvestment and Stock Purchase
Plan, as amended as of the Closing Date, and, subject to the approval of the
Required Banks (not to be unreasonably withheld), as it may thereafter be
amended, the Significant Subsidiaries shall not purchase or acquire any shares
of PPI's Capital Stock during any 12 month period in excess of the lesser of
(i) 2.25% of all PPI's Capital Stock outstanding on the first day of such
period, or (ii) an aggregate purchase price of $30,000,000.

     SECTION 5.09. Investments. Neither the Borrower nor any Guarantor shall
make Investments in 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/or (v)
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; (B) Investments permitted by clauses
(i), (ii) and (iii) of Section 5.07 or by Section 5.08; (C) without
duplication, Investments (exclusive of loans and advances permitted under
Section 5.07(ii)) from the Borrower in Subsidiaries that are not Guarantors in
an aggregate amount outstanding at any time not in


                                      52
<PAGE>   58


excess of 10% of Consolidated Total Assets; and (D) without duplication, other
Investments in an aggregate amount outstanding at any time not exceeding
$20,000,000 minus all amounts outstanding under clauses (iii) and (iv) of
Section 5.07.

     SECTION 5.10. Dissolution. 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, except to the extent permitted by Section 5.11 and except for
purchases by PPI of its own Capital Stock to the extent permitted by Section
5.08, and subject to the rights of limited partners of the Borrower to convert
or exchange their Partner Interests in the Borrower to stock in PPI.

     SECTION 5.11. 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 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 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, 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 five percent (5%) of Consolidated Total Assets
at the end of the Fiscal Quarter immediately preceding such Fiscal Quarter, or
(y) contributed more than five percent (5%) of Consolidated Income Available
for


                                      53
<PAGE>   59


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.

     SECTION 5.12. 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.

     SECTION 5.13. 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 5.13(b), the amount of withdrawal liability
of the Borrower and members of


                                      54
<PAGE>   60


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 5.14. 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 5.15. 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.

     SECTION 5.16. 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 5.17. 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


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<PAGE>   61


the Properties or any adjacent property, which has had or is reasonably
expected to cause a Material Adverse Effect.

     SECTION 5.18. 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 5.19. 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 5.20. 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 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 5.21. Qualification as a Real Estate Investment Trust; General
Partner. PPI shall at all times (i) remain qualified under the Code as a real
estate investment trust and (ii) be the General Partner. 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).

     SECTION 5.22. Certain Covenants Concerning Subsidiaries. The Borrower and
the Guarantors shall:

     (a) not permit the Subsidiary Consolidated Total Assets at any time to
exceed twenty percent (20%) of Consolidated Total Assets;

     (b) not permit any of the Subsidiaries to Guarantee the Debt of another
Person; provided, that any Subsidiary can


                                      56
<PAGE>   62


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 5.22(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) 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); and (z) documents
pertaining to the Subsidiary reasonably requested by the Administrative Agent
of the types described in paragraph (f) of Section 3.01.

     Section 5.23. Year 2000 Compliance Reports. The Borrower will deliver to
the Agent:

     (a) Simultaneously with the delivery of each set of annual and semiannual
financial statements referred to in Sections 5.01(a) and (b), through the year
ending December 31, 1999, a statement of an authorized officer of the General
Partner of the Borrower to the effect that nothing has come to the Borrower's
attention to cause it to believe that its computer hardware and software
systems and programs will fail to be Year 2000 Compliant such that there will
exist or occur a Material Adverse Effect on or after January 1, 2000 as a
result of such failure;

     (b) Within 5 Business Days after the Borrower becomes aware that its
program to have its computer hardware and software systems and programs become
Year 2000 Compliant prior to January 1, 2000 has been delayed in any material
respect so that the Borrower reasonably expects that as a consequence thereof
there

                                      57
<PAGE>   63


will exist or occur a Material Adverse Effect on or after January 1,
2000, a statement of such officer setting forth the details thereof and the
actions being taken by the Borrower in respect thereof; and

     (c) promptly upon the receipt thereof, a copy of any material third party
assessment of the Borrower's program to have its core computer hardware and
software systems and programs to become Year 2000 Compliant, together with any
recommendations made by such third party in respect of such program.

     SECTION 5.24. 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.

                                   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 5.06, inclusive,
5.08, 5.10 to 5.12, inclusive, 5.15 or 5.21; 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


                                      58
<PAGE>   64


of $2,500,000 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 $2,500,000 (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

     (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


                                      59
<PAGE>   65


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 $2,500,000; or

     (j) one or more judgments or orders for the payment of money in an
aggregate amount in excess of $2,500,000 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 $2,500,000, 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 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.


                                      60
<PAGE>   66


     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.


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<PAGE>   67


                                  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 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


                                      62
<PAGE>   68


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


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<PAGE>   69


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 limitation, counsel fees
and disbursements, but not including fees payable pursuant to the
Administrative Agent'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


                                      64
<PAGE>   70


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 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


                                      65
<PAGE>   71


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 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,


                                      66
<PAGE>   72


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;

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.


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<PAGE>   73


     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


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<PAGE>   74


Bank (with copies to the Administrative Agent) that it wishes to seek one or
more 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


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<PAGE>   75


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

     (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


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<PAGE>   76


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.

     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,


                                      71
<PAGE>   77


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 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


                                      72
<PAGE>   78


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:

     (1) unless signed by Banks having at least 75% of the aggregate amount of
the Commitments or, if the Commitments are no longer in effect, Banks holding
at least 75% of the aggregate outstanding principal amount of the sum of the
Syndicated Loans, change the definition of "Borrowing Base"; or
     (2) 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 5.11.

     (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, whether by
way of supplemental or additional


                                      73
<PAGE>   79


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,


                                      74
<PAGE>   80

(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 expressly provided in the last sentence of Section 5.11. 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
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)


                                      75
<PAGE>   81

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.

         (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


                                      76
<PAGE>   82

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 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


                                      77
<PAGE>   83

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; provided that, subject to
Section 9.08, the disposition of the Note or Notes


                                      78
<PAGE>   84

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


                                      79
<PAGE>   85

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, 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.


                                      80
<PAGE>   86

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


               [Signatures are contained on the following pages.]


                                      81
<PAGE>   87

         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:
                                             -------------------------------
                                                R. Byron Carlock, Jr.
                                                Executive Vice President


                                     Post Apartment Homes, L.P.
                                     One Riverside
                                     4401 Northside Parkway
                                     Suite 800
                                     Atlanta, Georgia 30327-3057
                                     Attention:  John T. Glover,
                                            President
                                     Telecopier number: 404-951-1825
                                     Confirmation number: 404-850-4400


                                      82
<PAGE>   88

COMMITMENTS                          Wachovia Bank, N.A.,     (SEAL)
                                     as Administrative Agent and
                                     as a Bank


$70,000,000
                                     By:
                                        -------------------------------------
                                        Title:

                                     Lending Office
                                     Wachovia Bank, N.A.
                                     191 Peachtree Street, N.E.
                                     Atlanta, Georgia 30303-1757
                                     Attention: Syndications Group
                                     Telecopier number: 404-332-4005
                                     Confirmation number: 404-332-6971


                                      83
<PAGE>   89

$70,000,000                           SUNTRUST BANK, ATLANTA         (SEAL)


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

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


                                      84
<PAGE>   90

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


$60,000,000                           B:
                                        --------------------------------------
                                           Title:

                                      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


                                      85
<PAGE>   91

$25,000,000                           NATIONSBANK, N.A.      (SEAL)



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

                                      LENDING OFFICE
                                      NationsBank, N.A.
                                      600 Peachtree Street, N.E.
                                      6th Floor
                                      Atlanta, Georgia  30308-3318
                                      Attention:  Mr. Frank Chiu
                                      Telecopier No.: 404-607-4144
                                      Confirmation No.: 404-607-4128


                                      86
<PAGE>   92

$25,000,000                           SOUTHTRUST BANK, N.A. (SEAL)


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

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


                                      87
<PAGE>   93

$20,000,000                           COMMERZBANK AG, ATLANTA AGENCY
(SEAL)

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

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

                                      Lending Office
                                      Commerzbank AG, Atlanta Agency
                                      1230 Peachtree Street
                                      35th Floor
                                      Atlanta, GA 30309
                                      Attention: Mr. Harry Yergey
                                      Telecopier number: 404-888-6539
                                      Confirmation number: 404-888-6500

                                      FOUR WINDS FUNDING CORPORATION
                                                                       (SEAL)

                                      By:  Commerzbank AG, New York
                                           Branch, as Administrator and
     Attorney-in-Fact


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

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


                                      88
<PAGE>   94

$20,000,000                           THE FIRST NATIONAL BANK OF
                                      CHICAGO                        (SEAL)



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

                                      Lending Office
                                      The First National Bank of Chicago
                                      One First National Plaza
                                      Mail Suite IL1-0315
                                      Chicago, Illinois 60670
                                      Attention: Ms. Patricia Leung
                                      Telecopier number: 312-732-1117
                                      Confirmation number: 312-732-8619


                                      89
<PAGE>   95

$10,000,000                           CHASE BANK OF TEXAS,
                                      NATIONAL ASSOCIATION      (SEAL)


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

                                      Lending Office
                                      Chase Bank of Texas, National Association
                                      707 Travis, 6th Floor-North-47
                                      Houston, Texas 77252-8047
                                      Telecopier number: 713-216-7713
                                      Confirmation number: 713-216-1511


                                      90
<PAGE>   96

$10,000,000                           PNC BANK, NATIONAL ASSOCIATION    (SEAL)



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

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


                                      91