<PAGE>   1
                                                                   EXHIBIT 10.30

                                  $180,000,000

                      AMENDED AND RESTATED CREDIT AGREEMENT

                                   dated as of

                                  April 9, 1997

                                      among


                           POST APARTMENT HOMES, L.P.

                            The Banks Listed Herein,

                         WACHOVIA BANK OF GEORGIA, N.A.,
                             as Administrative Agent

                                       and

                      FIRST UNION NATIONAL BANK OF GEORGIA,
                                   as Co-Agent





<PAGE>   2



                                TABLE OF CONTENTS

                      AMENDED AND RESTATED CREDIT AGREEMENT

<TABLE>
<CAPTION>
                                                                                                                    Page
                                                                                                                    ----
<S>               <C>                                                                                               <C>
                                                        ARTICLE I

                                                       DEFINITIONS...................................................  1

SECTION 1.01.     Definitions........................................................................................  1

SECTION 1.02.     Accounting Terms and Determinations................................................................ 17

SECTION 1.03.     References......................................................................................... 18

SECTION 1.04.     Use of Defined Terms............................................................................... 18

SECTION 1.05.     Terminology........................................................................................ 18

                                                       ARTICLE II

                                                       THE CREDITS................................................... 18

SECTION 2.01.     Commitments to Lend Loans.......................................................................... 18

SECTION 2.02.     Method of Borrowing Loans other than
                  Transaction Rate Loans............................................................................. 20

SECTION 2.03.     Money Market Loans................................................................................. 23

SECTION 2.04.     Notes.............................................................................................. 26

SECTION 2.05.     Maturity of Loans.................................................................................. 27

SECTION 2.06.     Interest Rates..................................................................................... 29

SECTION 2.07.     Fees............................................................................................... 32

SECTION 2.08.     Optional Termination or Reduction of
                  Commitments........................................................................................ 33

SECTION 2.09.     Mandatory Termination of Commitments............................................................... 33
</TABLE>

                                       (i)
<PAGE>   3

<TABLE>
<S>               <C>                                                                                                 <C>
SECTION 2.10.     Optional Prepayments............................................................................... 33

SECTION 2.11.     Mandatory Prepayments.............................................................................. 34

SECTION 2.12.     General Provisions as to Payments.................................................................. 34

SECTION 2.13.     Computation of Interest and Fees................................................................... 37


                                                      ARTICLE III

                                                CONDITIONS TO BORROWINGS............................................. 37

SECTION 3.01.     Conditions to First Borrowing...................................................................... 37

SECTION 3.02.     Conditions to All Borrowings....................................................................... 39

                                                      ARTICLE IV

                                             REPRESENTATIONS AND WARRANTIES.......................................... 40

SECTION 4.01.     Partnership or Corporate Existence and Power....................................................... 40

SECTION 4.02.     Partnership or Corporate and Governmental
                  Authorization; No Contravention.................................................................... 40

SECTION 4.03.     Binding Effect..................................................................................... 40

SECTION 4.04.     Financial and Property Information................................................................. 41

SECTION 4.05.     No Litigation...................................................................................... 41

SECTION 4.06.     Compliance with ERISA.............................................................................. 41

SECTION 4.07.     Compliance with Laws; Payment of Taxes............................................................. 42

SECTION 4.08.     Subsidiaries....................................................................................... 42

SECTION 4.09.     Investment Company Act............................................................................. 42

SECTION 4.10.     Public Utility Holding Company Act................................................................. 42

SECTION 4.11.     Ownership of Property.............................................................................. 42

SECTION 4.12.     No Default......................................................................................... 43
</TABLE>

                                     (ii)

<PAGE>   4
<TABLE>
<S>               <C>                                                                                                 <C>
SECTION 4.13.     Full Disclosure.................................................................................... 43

SECTION 4.14.     Environmental Matters.............................................................................. 43

SECTION 4.15.     Partner Interests and Capital Stock................................................................ 44

SECTION 4.16.     Margin Stock....................................................................................... 44

SECTION 4.17.     Insolvency......................................................................................... 44

SECTION 4.18.     Insurance.......................................................................................... 45

                                                        ARTICLE V

                                                        COVENANTS.................................................... 45

SECTION 5.01.     Information........................................................................................ 45

SECTION 5.02.     Inspection of Property, Books and Records.......................................................... 47

SECTION 5.03.     Consolidated Total Secured Debt.................................................................... 47

SECTION 5.04.     Ratio of Consolidated Total Debt to
                  Consolidated Total Assets.......................................................................... 48

SECTION 5.05.     Interest Coverage.................................................................................. 48

SECTION 5.06.     Restricted Payments................................................................................ 48

SECTION 5.07.     Loans or Advances.................................................................................. 48

SECTION 5.08.     Purchases of Stock by the Significant
                  Subsidiaries....................................................................................... 49

SECTION 5.09.     Investments........................................................................................ 49

SECTION 5.10.     Dissolution........................................................................................ 49

SECTION 5.11.     Consolidations, Mergers and Sales of Assets........................................................ 49

SECTION 5.12.     Use of Proceeds.................................................................................... 50

SECTION 5.13.     Compliance with Laws; Payment of Taxes............................................................. 50

SECTION 5.14.     Insurance.......................................................................................... 51
</TABLE>

                                     (iii)

<PAGE>   5
<TABLE>
<S>               <C>                                                                                                 <C>
SECTION 5.15.     Change in Fiscal Year.............................................................................. 51

SECTION 5.16.     Maintenance of Property; Principal Business........................................................ 51

SECTION 5.17.     Environmental Notices.............................................................................. 52

SECTION 5.18.     Environmental Matters.............................................................................. 52

SECTION 5.19.     Environmental Release.............................................................................. 52

SECTION 5.20.     Transactions with Affiliates....................................................................... 52

SECTION 5.21.     Qualification as a Real Estate Investment
                  Trust; General Partner............................................................................. 52

SECTION 5.22.     Certain Covenants Concerning Subsidiaries.......................................................... 53

                                                       ARTICLE VI

                                                        DEFAULTS..................................................... 53

SECTION 6.01.     Events of Default.................................................................................. 53

SECTION 6.02.     Notice of Default.................................................................................. 56


                                                      ARTICLE VII

                                                THE ADMINISTRATIVE AGENT............................................. 56

SECTION 7.01.     Appointment; Powers and Immunities................................................................. 56

SECTION 7.02.     Reliance by Administrative Agent................................................................... 57

SECTION 7.03.     Defaults........................................................................................... 57

SECTION 7.04.     Rights of Administrative Agent as a Bank........................................................... 58

SECTION 7.05.     Indemnification.................................................................................... 58

SECTION 7.06.     Consequential Damages.............................................................................. 59

SECTION 7.07.     Payee of Note Treated as Owner..................................................................... 59

SECTION 7.08.     Nonreliance on Administrative Agent and
                  Other Banks........................................................................................ 59
</TABLE>

                                      (iv)

<PAGE>   6

<TABLE>
<S>               <C>                                                                                                 <C>
SECTION 7.09.     Failure to Act..................................................................................... 59

SECTION 7.10.     Resignation or Removal of Administrative
                  Agent.............................................................................................. 60

                                                        ARTICLE VIII

                                          CHANGE IN CIRCUMSTANCES; COMPENSATION...................................... 60

SECTION 8.01.     Basis for Determining Interest Rate
                  Inadequate or Unfair............................................................................... 60

SECTION 8.02.     Illegality......................................................................................... 61

SECTION 8.03.     Increased Cost and Reduced Return.................................................................. 61

SECTION 8.04.     Base Rate Loans or Other Euro-Dollar Loans
                  Substituted for Affected Euro-Dollar Loans......................................................... 64

SECTION 8.05.     Compensation....................................................................................... 64

                                                       ARTICLE IX

                                                      MISCELLANEOUS.................................................. 65

SECTION 9.01.     Notices............................................................................................ 65

SECTION 9.02.     No Waivers......................................................................................... 65

SECTION 9.03.     Expenses; Documentary Taxes........................................................................ 65

SECTION 9.04.     Indemnification.................................................................................... 65

SECTION 9.05.     Setoff; Sharing of Setoffs......................................................................... 66

SECTION 9.06.     Amendments and Waivers............................................................................. 67

SECTION 9.07.     No Margin Stock Collateral......................................................................... 68

SECTION 9.08.     Successors and Assigns............................................................................. 68

SECTION 9.09.     Confidentiality.................................................................................... 71

SECTION 9.10.     Representation by Banks............................................................................ 71
</TABLE>
                                      (v)
<PAGE>   7

<TABLE>
<S>               <C>                                                                                                 <C>
SECTION 9.11.     Obligations Several................................................................................ 72

SECTION 9.12.     Georgia Law........................................................................................ 72

SECTION 9.13.     Severability....................................................................................... 72

SECTION 9.14.     Interest........................................................................................... 72

SECTION 9.15.     Interpretation..................................................................................... 73

SECTION 9.16.     Waiver of Jury Trial; Consent to
                  Jurisdiction....................................................................................... 73

SECTION 9.17.     Counterparts....................................................................................... 73

SECTION 9.18.     Source of Funds -- ERISA........................................................................... 74
</TABLE>


                                       (vi)

<PAGE>   8



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

Schedule 4.08     Subsidiaries




                                      (vii)

<PAGE>   9



                      AMENDED AND RESTATED CREDIT AGREEMENT


                  AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 9,
1997 among POST APARTMENT HOMES, L.P., the BANKS listed on the signature pages
hereof, First Union National Bank of Georgia, as Co-Agent, and WACHOVIA BANK OF
GEORGIA, N.A., as Administrative Agent.

                  This Amended and Restated Credit Agreement is an amendment and
restatement of the $180,000,000 Credit Agreement by and among the Borrower,
Wachovia Bank of Georgia, N.A., First Union National Bank of Georgia, Trust
Company Bank, Commerzbank AG, Atlanta Agency, Corestates Bank and Mellon Bank,
N.A., as Banks, First Union National Bank of Georgia, as Co-Agent, and Wachovia
Bank of Georgia, N.A., as the Administrative Agent, dated as of February 1,
1995, as amended prior to the date hereof by First Amendment to Credit Agreement
and Release of Subsidiary Guarantors dated July 26, 1995, Second Amendment to
Credit Agreement dated October 27, 1995, Third Amendment to Credit Agreement
dated February 29, 1996 and Fourth Amendment to Credit Agreement dated December
1, 1996 (the "Original Agreement"), which is 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 the relevant Person owns,
directly or indirectly, 20% or more of the voting
<PAGE>   10



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 of Georgia, 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 Amended and Restated Credit Agreement,
together with all amendments and supplements hereto.

                  "Anniversary Date" means April 30, 1998 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.

                  "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


                                       2
<PAGE>   11

Prime Rate, or (ii) one-half of one percent above the Federal Funds Rate. For
purposes of determining the Base Rate for any day, changes in the Prime Rate or
the Federal Funds Rate shall be effective on the date of each such change.

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

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

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


                                       3
<PAGE>   12


         (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

         (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


                                       4
<PAGE>   13

         (vi) an amount equal to the greater of: (x) all outstanding Debt of the
Borrower and the Guarantor (other than the Loans and any Debt owing to the
Borrower or the Guarantor) 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 Guarantor 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.

                  "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 April 9, 1997.



                                       5
<PAGE>   14

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

                  "Commitment" means, with respect to each Bank, the amount set
forth opposite the name of such Bank on the signature pages hereof, as such
amount may be reduced from time to time pursuant to Section 2.08.

                  "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 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 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


                                       6
<PAGE>   15


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 Guarantor 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.

                  "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.

                  "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


                                       7
<PAGE>   16


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.

                  "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.

                  "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



                                       8
<PAGE>   17

Eligible Property shall mean each such phase separately, except 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.



                                       9
<PAGE>   18

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

                  "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

                                       10
<PAGE>   19


Financial Officer, the Chief Accounting Officer, the Senior Vice
President-Capital Markets and the Secretary.

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

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

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

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

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

                  "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.

                  "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.


                                       11
<PAGE>   20


                  "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.

                  "Guarantor" means PPI.

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






                                       12
<PAGE>   21


first, second, third or sixth month thereafter, as the Borrower may elect in the
applicable Notice of Borrowing; provided that:

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

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

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

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

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

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

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

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

                                       13
<PAGE>   22

                  (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.

                  "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.

                                       14
<PAGE>   23

                  "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).

                  "Margin Stock" means "margin stock" as defined in Regulations
G, 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.

                  "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, 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.

                                       15
<PAGE>   24

                  "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).

                  "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.

                                       16
<PAGE>   25

                  "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 Guarantor 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



                                       17
<PAGE>   26

of such maturing Loan or Loan being converted and any greater amount being
borrowed on such day and actually either being made available to the Borrower
pursuant to Section 2.02(c) or remitted to the Administrative Agent as provided
in Section 2.12, in each case as contemplated in Section 2.02(d).

                  "Regulation G" means Regulation G 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 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


                                       18
<PAGE>   27


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 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 the sum of
(i) Consolidated Total Assets less (ii) Consolidated Total
Assets.

                  "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.


                                       19
<PAGE>   28

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

                  "Termination Date" means whichever is applicable of (i) the
third Anniversary Date, 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).

                  "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).

                                       20
<PAGE>   29

                  "Wachovia" means Wachovia Bank of Georgia, 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 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


                                       21
<PAGE>   30

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 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


                                       22
<PAGE>   31

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


                                       23
<PAGE>   32

Transaction Rate Quote, then by 2:00 p.m. (Atlanta, Georgia time) on the date of
such decision, Wachovia shall make such Transaction Rate Borrowing, with
interest accruing thereon at such Transaction Rate, available to the
Administrative Agent in accordance with the procedures set forth herein. The
Administrative Agent shall notify the Banks of any Transaction Rate Borrowing
pursuant hereto.

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


                                       24
<PAGE>   33

Rate Loans (which shall be governed by the provisions of Section 2.01(b)(ii)):

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

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

                  (ii)  the aggregate amount of such Borrowing;

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

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

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

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

                  (c)   Not later than 3:00 P.M. (Atlanta, Georgia time) on the
date of each Borrowing, each Bank (or Wachovia, with respect to Swing Loans)
shall (except as provided in paragraph (d) of this Section) make available its
ratable share of such Borrowing, in Federal or other funds immediately available
in Atlanta, Georgia, to the Administrative Agent at its address determined
pursuant to Section 9.01. Unless the Administrative Agent



                                       25
<PAGE>   34

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 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


                                       26
<PAGE>   35


Refunding Loan shall be made available by such Bank to the Administrative Agent
as provided in paragraph (c) of this Section, or remitted by the Borrower to the
Administrative Agent as provided in Section 2.12, as the case may be.

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

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

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

                  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


                                       27
<PAGE>   36

         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 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

                  (iv) 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.


                                       28
<PAGE>   37

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
                           principal amounts (x) may be greater than or less


                                       29
<PAGE>   38

                           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).



                                       30
<PAGE>   39


                 (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 notify each
affected Bank. In the case of acceptance, such notice shall specify the
aggregate principal amount of offers (for each Stated Maturity Date) that are
accepted. The Borrower may accept any Money Market Quote in whole or in part;
provided that:

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

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

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

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

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

                  (f) Any Bank whose offer to make any Money Market Loan has
been accepted shall, not later than 12:00 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

                                       31
<PAGE>   40



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.

                      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


                                       32
<PAGE>   41


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 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 the third Anniversary Date, 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 each
Extension Date (as such term is hereinafter defined), the Banks shall have the
option (without any obligation whatsoever so to do) of extending the Termination
Date for additional one-year periods on each of the first, second and third
Anniversary Dates (each, an "Extension Date"). 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 relevant 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 relevant Anniversary Date,
                  to purchase from the Terminating Banks, at any time
                  after the relevant Anniversary Date and on or before
                  the Termination Date (prior to its extension


                                       33
<PAGE>   42


                  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
                  relevant Anniversary 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 relevant Anniversary 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
                  delivered to the Administrative Agent and the Borrower
                  prior to the relevant Anniversary Date.

         (2)      If on the relevant Anniversary 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 relevant Anniversary 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 relevant Anniversary 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


                                       34
<PAGE>   43


                  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,
         0.675%; provided, however, that Euro-Dollar Loans made under the
         Original Agreement which are outstanding on the Closing Date shall be
         adjusted to reflect the provisions of this Section 2.06 for the
         remainder of their respective Interest Periods; and

                  (ii) 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 (1) 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, and (2) whether such


                                       35
<PAGE>   44

         Performance Pricing Determination Date occurs prior to or after the
         third Anniversary 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+/          Baa             Baa2           Baa3             BBB-/
                               Baa1                                                           Baa3
-------------------------------------------------------------------------------------------------------
Applicable
Margin
through                       0.525%         0.675%           0.80%          0.95%             1.15%
second
Anniversary
Date

-------------------------------------------------------------------------------------------------------
Applicable
Margin after
second                        0.675%         0.825%           .95%           1.10%             1.30%
Anniversary
Date
-------------------------------------------------------------------------------------------------------
</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



                                       36
<PAGE>   45

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 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.


                                       37
<PAGE>   46



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

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

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

                  SECTION 2.07.     Fees.

                  (a) If the Termination Date is extended pursuant to Section
2.05(b), on 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


                                       38
<PAGE>   47

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.

                  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


                                       39
<PAGE>   48


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.

                  (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



                                       40
<PAGE>   49

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.

                  (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


                                       41
<PAGE>   50

extended to the next succeeding Euro-Dollar Business Day unless such Euro-Dollar
Business Day falls in another calendar month, in which case the date for payment
thereof shall be the next preceding Euro-Dollar Business Day.

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

                  In the event that the Borrower is required by applicable law
to make any such withholding or deduction of Taxes


                                       42
<PAGE>   51

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


                                       43
<PAGE>   52


(consistent with its internal policy and legal and regulatory restrictions) to
change the jurisdiction of its Lending Office if the making of such change would
avoid the need for, or reduce the amount of, any such additional amounts which
may thereafter accrue and the making of such a change would not, in the
reasonable judgment of such Bank, be otherwise materially disadvantageous to
such Bank.

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

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

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

                  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


                                       44
<PAGE>   53

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).


                                   ARTICLE III

                            CONDITIONS TO BORROWINGS

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

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

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

                  (c) an opinion letter of King & Spalding, counsel for the
         Borrower and the Guarantor, 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;


                                       45
<PAGE>   54


                  (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
         and the Guaranty, and any other matters relevant hereto, all in form
         and substance satisfactory to the Administrative Agent, including,
         without limitation, certificates of incumbency of the General Partner
         and of the Guarantor, signed by the Secretary or an Assistant Secretary
         of the General Partner and the Guarantor, certifying as to the names,
         true signatures and incumbency of the officer or officers of the
         General Partner and the Guarantor authorized to execute and deliver the
         Loan Documents on behalf of the Borrower or the Guarantor, and
         certified copies of the following items: (i) the Borrower's Certificate
         of Limited Partnership; (ii) the Borrower's Partnership Agreement,
         (iii) for the General Partner and the Guarantor, its Certificate of
         Incorporation, (iv) for the General Partner and the Guarantor, its
         Bylaws, (v) for the Borrower, the General Partner and the Guarantor, a
         certificate of the Secretary of State of Georgia as to the
         valid existence of the Borrower, the General Partner or the Guarantor
         as a Georgia limited partnership or corporation, as the case may be,
         and certificates of good standing or valid existence of the Borrower,
         the General Partner and the Guarantor 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 Guarantor authorizing (A)
         on behalf of the Borrower, the execution,


                                       46
<PAGE>   55

         delivery and performance of this Agreement, the Notes and the other
         Loan Documents to which the Borrower is a party, and (B) on behalf of
         the Guarantor, the execution, delivery and performance of the Guaranty;

                  (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;

                  (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



                                       47
<PAGE>   56


                  (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 Guarantor, 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
Guarantor of the Guaranty (i) are within the Borrower's partnership powers and
the Guarantor's respective corporate powers, (ii) have been duly authorized by
all necessary partnership or corporate action, (iii) require no action by or in
respect of or filing with, any governmental body, agency or official, other than
filings required by federal or state securities laws with respect to this
Agreement (iv) do not contravene, or constitute a default under, any provision
of applicable law or regulation or of the certificate of limited partnership or
partnership agreement of


                                       48
<PAGE>   57

the Borrower or the articles of incorporation or by-laws of the Guarantor or of
any material agreement, judgment, injunction, order, decree or F other
instrument binding upon the Borrower, the Guarantor or any Subsidiaries, and (v)
do not result in the creation or imposition of any Lien on any asset of the
Borrower, the Guarantor 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 Guarantor 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, 1995 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 Price Waterhouse LLP, copies of
which have been delivered to each of the Banks, and the unaudited financial
statement of PPI and consolidated financial statements of the Borrower for the
interim period ended September 30, 1996, copies of which have been delivered to
each of the Banks, fairly present, in all material respects, in conformity with
GAAP, subject in the case of quarterly statements to normal year end audit
adjustments, the consolidated financial position of PPI and the Borrower and its
Consolidated Subsidiaries, respectively, as of such dates and their consolidated
results of operations and cash flows for such periods stated.

                  (b) Since December 31, 1995, 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


                                       49
<PAGE>   58

Officers, threatened, against or affecting the Borrower, the Guarantor 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 Guarantor to perform its
obligations under, this Agreement, the Notes, the Guaranty or any of the other
Loan Documents.

                  SECTION 4.06. Compliance with ERISA. (a) The Borrower and each
member of the Controlled Group have fulfilled their obligations under the
minimum funding standards of ERISA and the Code with respect to each Plan and
are in compliance in all material respects with the presently applicable
provisions of ERISA and the Code, and have not incurred any liability to the
PBGC or a Plan under Title IV of ERISA, except where any such failure does not
involve an aggregate amount in excess of $2,500,000.

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

                  SECTION 4.07. Compliance with Laws; Payment of Taxes. The
Borrower, the Guarantor 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 Guarantor 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
Guarantor 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
Guarantor 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 Guarantor and the Subsidiaries in
respect of taxes or other governmental charges are, in the opinion of the
Borrower and the Guarantor, adequate. United States income tax returns of PPI


                                       50
<PAGE>   59


have been examined for the 1991 and 1992 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 Guarantor nor any Subsidiaries is an "investment company" within the meaning
of the Investment Company Act of 1940, as amended.

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

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

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

                  SECTION 4.13. Full Disclosure. All information heretofore
furnished by the Borrower or the Guarantor 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
Guarantor have disclosed to the


                                       51
<PAGE>   60

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 Guarantor 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
Guarantor 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 Guarantor and each of the Subsidiaries,
has procured all Environmental Authorizations necessary for the conduct of its
business, and is in compliance with all Environmental Requirements (including,
to the best knowledge of the Executive Officers, with respect to any
Environmental Releases) in connection with the operation of the Properties and
the Borrower's, the Guarantor's 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

                                       52
<PAGE>   61


and all other securities of the Borrower, the Guarantor 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
Guarantor 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
to fraudulent transfers or acts voidable by creditors, in each case as such law
may be amended from time to time.


                                       53
<PAGE>   62
                  SECTION 4.18. Insurance. The Borrower, the Guarantor and each
of the Subsidiaries has (either in the name of the Borrower, the Guarantor or in
such other Subsidiary's own name), with financially sound and reputable
insurance companies having an A.M. Best rating of B+ or better, insurance on all
its property in at least such amounts and against at least such risks as are
usually insured against in the same general area by companies of established
repute engaged in the same or similar business.

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


                                    ARTICLE V

                                    COVENANTS

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

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

                  (a) as soon as available and in any event within 90 days after
         the end of each Fiscal Year, (i) a consolidated balance sheet of PPI as
         of the end of its Fiscal Year and the related consolidated statements
         of income, shareholders' equity and cash flows for such Fiscal Year,
         setting forth in each case in comparative form the figures for the
         previous Fiscal Year, all certified by Price Waterhouse 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;


                                       54
<PAGE>   63

                  (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, a
         consolidated balance sheet 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, on the date of such financial statements and (ii) stating
         whether any Default exists on the date of such certificate and, if any
         Default then exists, setting forth the details thereof and the action
         which the Borrower is taking or proposes to take with respect thereto;

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

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

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


                                       55
<PAGE>   64

                  (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


                                       56
<PAGE>   65

         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 Guarantor 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
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 Guarantor's 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 Guarantor 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 Guarantor 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


                                       57
<PAGE>   66

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, the
Guarantor nor any Subsidiary shall make loans or advances to any Person except:
(i) deposits required by government agencies or public utilities; (ii) loans and
advances made to the Borrower, the Guarantor or any Subsidiary; provided, that
loans and advances from the Borrower and the Guarantor to Subsidiaries, together
with Investments in Subsidiaries permitted by clause (C) of Section 5.09, may
not exceed an aggregate amount of $50,000,000 outstanding at any time; (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) 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


                                      58

<PAGE>   67
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 the
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) Investments made after July 26, 1995 in
Subsidiaries in an aggregate amount, together with the aggregate outstanding
amount of loans and advances from the Borrower and the Guarantor to Subsidiaries
permitted by clause (ii) of Section 5.07, not in excess of $50,000,000.

                  SECTION 5.10. Dissolution. Neither the Borrower, the 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 Guarantor 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


                                       59
<PAGE>   68

discontinue or eliminate any business line or segment, provided that

         (a) the Borrower, the 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 the 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) the 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, the Guarantor, or another
Subsidiary (with the Borrower or the Guarantor, as the case may be, as the
survivor in any such merger in which the Borrower or the Guarantor is involved),
and

         In the case of any Subsidiary which transfers substantially all of its
assets pursuant to clause (c) of the preceding sentence, and in the case of any
Subsidiary the stock of which is 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 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
Guarantor, and the Subsidiaries. No portion of the proceeds of the Loans will be
used by the Borrower or the Guarantor (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 Guarantor 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


                                       60
<PAGE>   69

which does not have and is not reasonably expected to cause a Material Adverse
Effect. The Borrower and the Guarantor 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 Guarantor
or any other Subsidiary, except (A) liabilities being contested in good faith
and against which, if requested by the Administrative Agent, the Borrower, the
Guarantor 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 Guarantor
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 Guarantor 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 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 Guarantor and members of the Controlled
Group have paid or as to which the Borrower and the Guarantor 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 Guarantor shall obtain
prompt written advice from independent actuarial consultants supporting such
determination. The Borrower and the Guarantor 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
Guarantor 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 Guarantor will
maintain, and will cause each of the Subsidiaries to maintain (either in the
name of the Borrower or the Guarantor's or such other Subsidiary's own name),
with


                                       61
<PAGE>   70

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
Guarantor 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 Guarantor 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 Guarantor shall
furnish to the Banks and the Administrative Agent prompt written notice of all
Environmental Liabilities, pending, threatened or anticipated Environmental
Proceedings, Environmental Notices, Environmental Judgments and Orders, and
Environmental Releases at, on, in, under or in any way affecting the Properties
or any adjacent property, which has had or is reasonably expected to cause a
Material Adverse Effect.

                  SECTION 5.18. Environmental Matters. The Borrower and the
Guarantor 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.



                                       62
<PAGE>   71

                  SECTION 5.19. Environmental Release. The Borrower and the
Guarantor 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, the Guarantor nor any of the Subsidiaries shall enter into, or be a
party to, any transaction with any Affiliate of the Borrower, the Guarantor or
such other Subsidiary (which Affiliate is not PPI, the Borrower, the Guarantor
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 Guarantor shall not permit:

                  (a) the Subsidiary Consolidated Total Assets at any
time to exceed $50,000,000;

                  (b) any of the Subsidiaries to Guarantee the Debt of another
Person; provided, that any Subsidiary can Guarantee the Debt of another
Subsidiary, so long as the aggregate amount of Debt of Subsidiaries which is
Guaranteed by Subsidiaries does not exceed $500,000; or

                  (c) 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


                                       63
<PAGE>   72

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.


                                   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 the 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 the 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
         Guarantor by the Administrative Agent at the request of any Bank or
         (ii)


                                       64
<PAGE>   73



         an Executive Officer otherwise becomes aware of any such failure; or

                  (d) any representation, warranty, certification or statement
         made by the Borrower or the 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 the Guarantor shall fail to make any
         payment in respect of Debt in an aggregate amount in excess 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 the
         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 the 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 the Guarantor); or

                  (g) the Borrower or the 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 the Guarantor seeking


                                       65
<PAGE>   74

         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
         the Guarantor under the federal bankruptcy laws as now or hereafter in
         effect; or

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


                                       66
<PAGE>   75

         (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.

                  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>   76
                                                                 EXHIBIT 10._

                                   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



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<PAGE>   77

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 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



                                       69
<PAGE>   78

Default as it shall deem advisable in the best interests of the Banks.

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

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




                                       70
<PAGE>   79

Administrative Agent may call for additional indemnity and cease, or not
commence, to do the acts indemnified against until such additional indemnity is
furnished.

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

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

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




                                       71
<PAGE>   80

of their Affiliates) which may come into the possession of the Administrative
Agent.

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

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




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<PAGE>   81

                                  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,
whereupon until such Bank notifies the Borrower and the Administrative Agent
that the circumstances



                                       73
<PAGE>   82

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




                                       74
<PAGE>   83

Notes with respect thereto, by an amount deemed by such Bank to be material,
then, within 15 days after demand by such Bank (with a copy to the
Administrative Agent), the Borrower shall pay to such Bank such additional
amount or amounts as will compensate such Bank for such increased cost or
reduction, but in no event shall the Borrower be liable for amounts incurred
more than 90 days prior to receipt of such demand.

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

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

                  (c) Each Bank will promptly notify the Borrower and the
Administrative Agent of any event of which it has knowledge, occurring after the
date hereof, which will entitle such Bank to compensation pursuant to this
Section and will designate a



                                       75
<PAGE>   84

different Lending Office if such designation will avoid the need for, or reduce
the amount of, such compensation and will not, in the judgment of such Bank, be
otherwise disadvantageous to such Bank. A certificate of any Bank claiming
compensation under this Section and setting forth in reasonable detail the
additional amount or amounts to be paid to it hereunder shall be conclusive in
the absence of manifest error. In determining such amount, such Bank may use any
reasonable averaging and attribution methods.

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



                                       76
<PAGE>   85


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

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

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

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

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

                  (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).





                                       77
<PAGE>   86


                                   ARTICLE IX

                                  MISCELLANEOUS

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

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

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




                                       78
<PAGE>   87

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, whether
now existing or hereafter established, and the Borrower hereby authorizes the
Administrative Agent and each Bank at any




                                       79
<PAGE>   88

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 Guarantor or Subsidiary for the purpose of (i) implementing a
defeasance or "in substance" defeasance of Debt of the Borrower or the Guarantor
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




                                       80
<PAGE>   89

rescinded and such other Bank shall repay to the purchasing Bank the purchase
price of such participation to the extent of such recovery together with an
amount equal to such other Bank's ratable share (according to the proportion of
(x) the amount of such other Bank's required repayment to (y) the total amount
so recovered from the purchasing Bank) of any interest or other amount paid or
payable by the purchasing Bank in respect of the total amount so recovered. The
Borrower agrees, to the fullest extent it may effectively do so under applicable
law, that any holder of a participation in a Syndicated Loan Note or Money
Market Loan Note, whether or not acquired pursuant to the foregoing
arrangements, may exercise rights of setoff or counterclaim and other rights
with respect to such participation as fully as if such holder of a participation
were a direct creditor of the Borrower in the amount of such participation.

                  SECTION 9.06. Amendments and Waivers. (a) Any provision of
this Agreement, the Notes or any other Loan Documents, may be amended or waived
if, but only if, such amendment or waiver is in writing and is signed by the
Borrower and the Required Banks (and, if the rights or duties of the
Administrative Agent are affected thereby, by the Administrative Agent);
provided that, no such amendment or waiver shall:

         (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)




                                       81
<PAGE>   90

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 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.

                  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




                                       82
<PAGE>   91

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



                                       83
<PAGE>   92




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

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



                                       84
<PAGE>   93

                  (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.

                  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) and (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



                                       85
<PAGE>   94


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.

                  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 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.



                                       86
<PAGE>   95

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




                                       87
<PAGE>   96


and all figures set forth therein shall, for the sole purpose of computing the
extent of obligations hereunder and under the Notes and the other Loan Documents
be automatically recomputed by the Borrower, and by any court considering the
same, to give effect to the adjustments or credits required by this Section.

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

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

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

                  SECTION 9.18. Source of Funds -- ERISA. Each of the Banks
hereby severally (and not jointly) represents to the Borrower that no part of
the funds to be used by such Bank to fund the Syndicated Loans and Money Market
Loans hereunder from time to time constitutes (i) assets allocated to any
separate



                                       88
<PAGE>   97


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.





               [Signatures are contained on the following pages.]





                                       89
<PAGE>   98


                  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 Properties, Inc., its
                                        sole general partner


                                             By: /s/ Timothy A. Petersen
                                                 -------------------------------
                                                 Timothy A. Petersen
                                                 Executive Vice President
                                                 Post Corporate Services

                                    Post Apartment Homes, L.P.
                                    3350 Cumberland Circle
                                    Suite 2200
                                    Atlanta, Georgia 30339-3363
                                    Attention: John T. Glover, President
                                    Telecopier number: 404-951-1825
                                    Confirmation number: 404-850-4400


COMMITMENTS                         WACHOVIA BANK OF GEORGIA, N.A.,
                                    as Administrative Agent and
                                    as a Bank                           (SEAL)

$60,000,000
                                    By: /s/
                                        ----------------------------------------
                                        Title:

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




                                       90
<PAGE>   99





                                    FIRST UNION NATIONAL
                                    BANK OF GEORGIA, as
                                    Co-Agent and as a Bank              (SEAL)


$60,000,000                         By: /s/
                                        ----------------------------------------
                                        Title:

                                    Lending Office
                                    First Union National
                                    Bank of Georgia
                                    999 Peachtree Street, N.E.
                                    Suite 610
                                    Atlanta, GA 30309
                                    Attention: Ms. Susan T. Miller
                                    Telecopier number: 404-225-4113
                                    Confirmation number: 404-225-4030


                                    SUNTRUST BANK, ATLANTA              (SEAL)


$30,000,000                         By: /s/
                                        ----------------------------------------
                                        Title:

                                    Lending Office
                                    SunTrust Bank, Atlanta
                                    25 Park Place, MC-081
                                    Atlanta, GA 30303
                                    Attention: Mr. W. John Neill
                                    Telecopier number: 404-827-6774
                                    Confirmation number: 404-588-8248




                                       91
<PAGE>   100


                                    CORESTATES BANK                     (SEAL)


$20,000,000                         By: /s/
                                        ----------------------------------------
                                        Title:

                                    Lending Office
                                    CoreStates Bank
                                    Real Estate Department
                                    1339 Chestnut Street
                                    Philadelphia, PA 19107-7618
                                    Attention: Mr. Glen Gallager
                                    Telecopier number: 215-786-6381
                                    Confirmation number: 215-786-4221


                                    COMMERZBANK AG, ATLANTA AGENCY
                                                                  (SEAL)

$10,000,000                         By: /s/
                                        ----------------------------------------
                                        Title:

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

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




                                       92
<PAGE>   101


                                                                     EXHIBIT A-1


                              SYNDICATED LOAN NOTE

                                Atlanta, Georgia
                                  April 9, 1997


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

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



                                       93
<PAGE>   102

                  This Syndicated Loan Note is one of the Syndicated Loan Notes
referred to in the Amended and Restated Credit Agreement dated as of April 9,
1997 among the Borrower, the Banks listed on the signature pages thereof, First
Union National Bank of Georgia, as Co-Agent and Wachovia Bank of Georgia, N.A.,
as Administrative Agent (as the same may be amended and modified from time to
time, the "Amended and Restated Credit Agreement"). Terms defined in the Amended
and Restated Credit Agreement are used herein with the same meanings. Reference
is made to the Amended and Restated Credit Agreement for provisions for the
optional and mandatory prepayment and the repayment hereof and the acceleration
of the maturity hereof.


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


                                    POST APARTMENT HOMES, L.P.    (SEAL)
                                    By:  Post Properties, Inc., its sole
                                         general partner


                                         By:
                                            -----------------------------------
                                            Timothy A. Petersen
                                            Executive Vice President
                                            Post Corporate Services





                                       94
<PAGE>   103


                          Syndicated Loan Note (cont'd)

<TABLE>
<CAPTION>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



                                       95
<PAGE>   104


                                                                     EXHIBIT A-2

                                 SWING LOAN NOTE

                                Atlanta, Georgia
                                  April 9, 1997


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

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

                This Swing Loan Note is the Swing Loan Note referred to in the
Amended and Restated Credit Agreement dated as of even



                                       96
<PAGE>   105



date herewith among the Borrower, the Banks listed on the signature pages
thereof, First Union National Bank of Georgia, as Co-Agent and Wachovia Bank of
Georgia, N.A., as Administrative Agent (as the same may be amended and modified
from time to time, the "Amended and Restated Credit Agreement"). Terms defined
in the Amended and Restated Credit Agreement are used herein with the same
meanings. Reference is made to the Amended and Restated Credit Agreement for
provisions for the optional and mandatory prepayment and the repayment hereof
and the acceleration of the maturity hereof.

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


                                    POST APARTMENT HOMES, L.P.          (SEAL)
                                    By:  Post Properties, Inc., its sole
                                         general partner


                                         By:
                                            ------------------------------------
                                              Timothy A. Petersen
                                              Executive Vice President
                                              Post Corporate Services




                                       97
<PAGE>   106





                            Swing Loan Note (cont'd)

<TABLE>
<CAPTION>

                         LOANS AND PAYMENTS OF PRINCIPAL
--------------------------------------------------------------------------------
            Amount      Base Rate       Amount of
            of          or Trans-       Principal      Maturity       Notation
Date        Loan        action Rate     Repaid         Date           Made By
<S>         <C>         <C>             <C>            <C>            <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



                                       98
<PAGE>   107



                                                                     EXHIBIT A-3


                             MONEY MARKET LOAN NOTE

                               As of April 9, 1997


                For value received, POST APARTMENT HOMES, L.P., a Georgia
limited partnership (the "Borrower"), promises to pay to the order of , a
_______________ (the "Bank"), for the account of its Lending Office, the
principal sum of NINETY MILLION AND NO/100 DOLLARS ($90,000,000), or such lesser
amount as shall equal the unpaid principal amount of each Money Market Loan made
by the Bank to the Borrower pursuant to the Amended and Restated Credit
Agreement referred to below, on the dates and in the amounts provided in the
Amended and Restated Credit Agreement. The Borrower promises to pay interest on
the unpaid principal amount of this Money Market Loan Note on the dates and at
the rate or rates provided for in the Amended and Restated Credit Agreement
referred to below. Interest on any overdue principal of and, to the extent
permitted by law, overdue interest on the principal amount hereof shall bear
interest at the Default Rate, as provided for in the Amended and Restated Credit
Agreement. All such payments of principal and interest shall be made in lawful
money of the United States in Federal or other immediately available funds at
the office of Wachovia Bank of Georgia, N.A., 191 Peachtree Street, N.E.,
Atlanta, Georgia 30303-1757, or such other address as may be specified from time
to time pursuant to the Amended and Restated Credit Agreement.

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

                This Money Market Loan Note is one of the Money Market Loan
Notes referred to in the Amended and Restated Credit



                                       99
<PAGE>   108


Agreement dated as of April 9, 1997 among the Borrower, the Banks listed on the
signature pages thereof, Wachovia Bank of Georgia, N.A., as Agent (as the same
may be amended and modified from time to time, the "Amended and Restated Credit
Agreement"). Terms defined in the Amended and Restated Credit Agreement are used
herein with the same meanings. Reference is made to the Amended and Restated
Credit Agreement for provisions for the optional and mandatory prepayment and
the repayment hereof and the acceleration of the maturity hereof.

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


                                    POST APARTMENT HOMES, L.P.          (SEAL)
                                    By: Post Properties, Inc., its
                                        sole general partner


                                        By:
                                            -----------------------------------
                                               Timothy A. Petersen
                                               Executive Vice President
                                               Post Corporate Services




                                      100
<PAGE>   109





                         Money Market Loan Note (cont'd)


<TABLE>
<CAPTION>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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





                                      101
<PAGE>   110



                                                                       EXHIBIT B


                           OPINION OF KING & SPALDING,
                            COUNSEL FOR THE BORROWER


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


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

Dear Sirs:

                  We have acted as counsel for Post Apartments, L.P., a Georgia
limited partnership (the "Borrower") and Post Properties, Inc., a Georgia
corporation (the "Guarantor") in connection with the Amended and Restated Credit
Agreement (the "Amended and Restated Credit Agreement") dated as of April 9,
1997 among the Borrower, the banks listed on the signature pages thereof, First
Union National Bank of Georgia, as Co-Agent and Wachovia Bank of Georgia, N.A.,
as Administrative Agent. Terms defined in the Amended and Restated Credit
Agreement are used herein as therein defined.

                  We have examined originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records,
certificates of public officials and other instruments and have conducted such
other investigations of fact and law as we have deemed necessary or advisable
for purposes of this opinion. We have assumed for purposes of our opinions set
forth below that the execution and delivery of the Amended and Restated Credit
Agreement by each Bank and by the Administrative Agent have been duly authorized
by each Bank and by the Administrative Agent.



                                      102
<PAGE>   111

                  Upon the basis of the foregoing, we are of the opinion that:

                  1. The Borrower is a limited partnership duly organized and
validly existing under the laws of Georgia and has all partnership powers
required to carry on its business as now conducted. The Guarantor is a
corporation duly organized and validly existing under the laws of Georgia and
has all corporate powers required to carry on its business as not conducted. The
Guarantor is the sole and managing general partner of the Borrower.


                  2. The execution, delivery and performance by the Borrower of
the Amended and Restated Credit Agreement and the Notes and by the Guarantor of
the Guaranty (i) are within the Borrower's partnership and the Guarantor's
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, (iv) do not contravene, or constitute
a default under, any provision of applicable law or regulation or of the
certificate of incorporation or by-laws of the Borrower or Guarantor or of any
agreement, judgment, injunction, order, decree or other instrument which to our
knowledge is binding upon the Borrower or the Guarantor and (v) to our
knowledge, except as provided in the Amended and Restated Credit Agreement, do
not result in the creation or imposition of any Lien on any asset of the
Borrower, the Guarantor or any of the Subsidiaries.

                  3. Each of the Amended and Restated Credit Agreement and the
Guaranty constitutes a valid and binding agreement of the Borrower and the
Guarantor, respectively, enforceable against the Borrower and the Guarantor in
accordance with its terms, and the Notes constitute valid and binding
obligations of the Borrower, enforceable in accordance with their respective
terms, except as such enforceability may be limited by: (i) bankruptcy,
insolvency or similar laws affecting the enforcement of creditors' rights
generally and (ii) general principles of equity.

                  4. To our knowledge, there is no action, suit or proceeding
pending, or threatened, against or affecting the Borrower, the Guarantor or any
of the Subsidiaries before any court or arbitrator or any governmental body,
agency or official in which there is a reasonable possibility of an adverse
decision which could materially adversely affect the business, consolidated
financial position or consolidated results of operations of PPI,




                                      103
<PAGE>   112

the Borrower and its Consolidated Subsidiaries, considered as a whole, or which
in any manner questions the validity or enforceability of the Amended and
Restated Credit Agreement or any Note.

                  5. Each of the Borrower's Subsidiaries is a corporation duly
organized, validly existing and in good standing under the laws of its
jurisdiction of incorporation, and has all corporate powers and all material
governmental licenses, authorizations, consents and approvals required to carry
on its business as now conducted.

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

                  7. Neither the Borrower nor the Guarantor nor any of the
Subsidiaries 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.

         We are qualified to practice in the State of Georgia and do not purport
to be experts on any laws other than the laws of the United States and the State
of Georgia and this opinion is rendered only with respect to such laws. We have
made no independent investigation of the laws of any other jurisdiction.

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

                                Very truly yours,







                                      104
<PAGE>   113



                                                                       EXHIBIT C


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


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


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

Dear Sirs:

                  We have participated in the preparation of the Amended and
Restated Credit Agreement (the "Amended and Restated Credit Agreement") dated as
of April 9, 1997 among Post Apartment Homes, L.P., a Georgia limited partnership
(the "Borrower"), the banks listed on the signature pages thereof (the "Banks"),
First Union National Bank of Georgia, as Co-Agent and Wachovia Bank of Georgia,
N.A., as Administrative Agent (the "Administrative Agent"), and have acted as
special counsel for the Administrative Agent for the purpose of rendering this
opinion pursuant to Section 3.01(d) of the Amended and Restated Credit
Agreement. Terms defined in the Amended and Restated Credit Agreement are used
herein as therein defined.

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



                                      105
<PAGE>   114

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

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

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

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

                                Very truly yours,







                                      106
<PAGE>   115



                                                                       EXHIBIT D


                            ASSIGNMENT AND ACCEPTANCE
                            Dated ______ ___, _____


                  Reference is made to the Amended and Restated Credit Agreement
dated as of April 9, 1997 (together with all amendments and modifications
thereto, the "Amended and Restated Credit Agreement") among Post Apartment
Homes, L.P., a Georgia limited partnership (the "Borrower"), the Banks (as
defined in the Amended and Restated Credit Agreement), First Union National Bank
of Georgia, as Co-Agent and Wachovia Bank of Georgia, N.A., as Administrative
Agent (the "Administrative Agent"). Terms defined in the Amended and Restated
Credit Agreement are used herein with the same meaning.

                  ______________________________________ (the "Assignor") and
________________________________(the "Assignee") agree as follows:

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

                  2. The Assignor (i) makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Amended and Restated Credit
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Amended and Restated Credit Agreement or any other
instrument or document furnished pursuant thereto, other than that it is the
legal and beneficial owner of the interest being assigned by it hereunder, that
such interest is free and clear of any adverse




                                      107
<PAGE>   116

claim and that as of the date hereof its Commitment (without giving effect to
assignments thereof which have not yet become effective) is $____________ and
the aggregate outstanding principal amount of Syndicated Loans [and Swing Loans]
[and Money Market Loans] owing to it (without giving effect to assignments
thereof which have not yet become effective) is $_________ [and $__________,
respectively]; (ii) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrower or the
performance or observance by the Borrower of any of its obligations under the
Amended and Restated Credit Agreement or any other instrument or document
furnished pursuant thereto; and (iii) attaches the Note[s] referred to in
Paragraph 1 above and requests that the Agent exchange such Note[s] [for a new
Syndicated Loan Note dated _________, ____ in the principal amount of
$____________ payable to the order of the Assignee, a new Swing Loan Note dated
___________, ____ in the principal amount of $____________ payable to the order
of the Assignee, and a new Money Market Loan Note dated ___________, ____ in the
principal amount of $____________ payable to the order of the Assignee] [and for
new Notes as follows: a (i) Syndicated Loan Note dated ___________, ____ in the
principal amount of $___________ payable to the order of the Assignor (ii) Swing
Loan Note dated ____________, ____ in the principal amount of $__________
payable to the order of the Assignor, and (iii) Money Market Loan Note dated
_________, ____ in the principal amount of $_____________ payable to the order
of the Assignor].

                  3. The Assignee (i) confirms that it has received a copy of
the Amended and Restated Credit Agreement, together with copies of the financial
statements referred to in Section 4.04(a) thereof (or any more recent financial
statements of the Borrower delivered pursuant to Section 5.01(a) or (b) thereof)
and such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this Assignment and
Acceptance; (ii) agrees that it will, independently and without reliance upon
the Administrative Agent, the Assignor or any other Bank and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Amended
and Restated Credit Agreement; (iii) confirms that it is a bank or financial
institution; (iv) appoints and authorizes the Administrative Agent to take such
action as agent on its behalf and to exercise such powers under the Amended and
Restated Credit Agreement as are delegated to the Administrative Agent by the
terms thereof, together with such powers as are reasonably incidental




                                      108
<PAGE>   117


thereto; (v) agrees that it will perform in accordance with their terms all of
the obligations which by the terms of the Amended and Restated Credit Agreement
are required to be performed by it as a Bank; (vi) specifies as its Lending
Office (and address for notices) the office set forth beneath its name on the
signature pages hereof, (vii) represents and warrants that the execution,
delivery and performance of this Assignment and Acceptance are within its
corporate powers and have been duly authorized by all necessary corporate
action, (viii) makes the representation and warranty contained in Section 9.18
of the Amended and Restated Credit Agreement, and (ix) attaches the forms
prescribed by the Internal Revenue Service of the United States certifying as to
the Assignee's status for purposes of determining exemption from United States
withholding taxes with respect to all payments to be made to the Assignee under
the Amended and Restated Credit Agreement and the Notes.

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

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

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



                                      109
<PAGE>   118


payments for periods prior to such acceptance by the Administrative Agent
directly between themselves.

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


                                    [NAME OF ASSIGNOR]


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


                                    [NAME OF ASSIGNEE]


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


                                    Lending Office:
                                    [Address]





                                      110
<PAGE>   119



                                    WACHOVIA BANK OF GEORGIA, N.A.,
                                    As Administrative Agent

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


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

                                    By: Post Properties, Inc., its sole
                                    general partner


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




                                      111
<PAGE>   120


                                                                       EXHIBIT E


                               NOTICE OF BORROWING

                          _____________________, ______


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

         Re:      Amended and Restated Credit Agreement (as amended and modified
                  from time to time, the "Amended and Restated Credit
                  Agreement") dated as of April 9, 1997 among Post Apartment
                  Homes, L.P., the Banks from time to time parties thereto,
                  First Union National Bank of Georgia, as Co-Agent and Wachovia
                  Bank of Georgia, N.A., as Administrative Agent.

Gentlemen:

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

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

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

----------


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



                                      112
<PAGE>   121

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

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

         (b) Borrowing Base per most recent
             Borrowing Base Certificate                       $_____________

         (c) Principal amount outstanding under
             Syndicated Loans                                 $_____________

         (d) Principal amount outstanding under
             Swing Loans                                      $_____________

         (e) Principal amount outstanding under
             Money Market Loans                               $_____________

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

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


                                    POST APARTMENT HOMES, L.P.(SEAL)
                                    By:  Post Properties, Inc., its sole
                                         general partner


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




                                      113
<PAGE>   122


                                                                       EXHIBIT F


                             COMPLIANCE CERTIFICATE


                Reference is made to the Amended and Restated Credit Agreement
dated as of April 9, 1997 (as modified and supplemented and in effect from time
to time, the "Amended and Restated Credit Agreement") among Post Apartment
Homes, L.P., the Banks from time to time parties thereto, First Union National
Bank of Georgia, as Co-Agent and Wachovia Bank of Georgia, N.A., as
Administrative Agent. Capitalized terms used herein shall have the meanings
ascribed thereto in the Amended and Restated Credit Agreement.

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


                                    POST APARTMENT HOMES, L.P.(SEAL)
                                    By:  Post Properties, Inc., its sole
                                         general partner


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





                                      114
<PAGE>   123



                              COMPLIANCE CHECK LIST
                           Post Apartment Homes, L.P.

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


                            _________________, _____


1.      Consolidated Total Secured Debt (Section 5.03)

        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.

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

        (b)     Consolidated Total Assets



                                                      Schedule - 2  $__________

        (c)     40% of (b)                                          $__________

        (d)     50% of (b)                                          $__________

        (e)     lesser of (d) and $375,000,000                      $__________
</TABLE>

        Maximum Consolidated Total Secured
        Debt (greater of (c) and (e))                               $__________

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

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

<TABLE>
        <S>     <C>                                                 <C>
        (a)     Consolidated Total Liabilities at end
                of most recent Fiscal Quarter                       $__________

        (b)     Aggregate amount of Debt Guaranteed
                by Borrower, the Guarantor and the
                other Subsidiaries (other than of Debt of
</TABLE>



                                      115
<PAGE>   124


                              COMPLIANCE CHECK LIST
                           Post Apartment Homes, L.P.

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


                            _________________, _____

<TABLE>
         <S>    <C>                                                 <C>

                any of them) at end of most recent
                Fiscal Quarter                                      $__________

        (c)     Total Consolidated Total Debt (sum
                of (a) plus (b))                                    $__________
</TABLE>





                                      116
<PAGE>   125

                              COMPLIANCE CHECK LIST
                           Post Apartment Homes, L.P.

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


                            _________________, _____


<TABLE>
        <S>     <C>                                <C>
        (d)     Consolidated Total Assets          Schedule - 1  $__________

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

        Maximum Ratio                                          0.60 to 1.00
</TABLE>

3.      Interest Coverage (Section 5.05)

        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.

<TABLE>
        <S>     <C>                                <C>

        (a)     Consolidated Income Available
                for Debt Service                   Schedule - 3  $__________

        (b)     Interest expense                   Schedule - 3  $__________

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

        Minimum Ratio                                          2.00 to 1.00
</TABLE>

4.      Restricted Payments (Section 5.06)

        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 in an amount not to exceed $30,000,000 within such calendar
        year. In the event that the Borrower or PPI receives a public debt
        rating of BBB-or better from Standard & Poors or Baa3 or



                                      117
<PAGE>   126


                              COMPLIANCE CHECK LIST
                           Post Apartment Homes, L.P.

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


                            _________________, _____


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

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

        (b)     interest expense                   Schedule - 4  $___________

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

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

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

        Additional Restricted Payments permitted
                by clause (i)                                    $___________

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

        Calendar year distributions to date                      $___________
</TABLE>

5.      Loans and Advances (Section 5.07)

        Neither the Borrower, the Guarantor nor any other Subsidiary shall make
        loans or advances to any Person except: (i) deposits required by
        government agencies or public utilities; (ii) loans and advances made to
        the Borrower, the Guarantor or any Subsidiary; provided, that loans and
        advances from the Borrower and the Guarantor to Subsidiaries, together
        with Investments in Subsidiaries permitted by clause (C) of Section
        5.09, may not exceed an aggregate amount of $50,000,000 outstanding at
        any




                                      118
<PAGE>   127


                              COMPLIANCE CHECK LIST
                           Post Apartment Homes, L.P.

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


                            _________________, _____



        time; (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) 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.

<TABLE>
        <S>     <C>                                            <C>
        (a)     To Subsidiaries                                $__________

        (b)     Sum of (a) and amount                          $__________
                in paragraph 7(b) below

                Limitation                                     $50,000,000

        (c)     To directors, officers and
                employees                                      $__________

                Limitation                                     $ 2,500,000

        (d)     other                                          $__________

                Limitation                                     $__________(1)
</TABLE>


6.      Purchases of Stock by the Guarantor (Section 5.08)

        Except for purchases or acquisitions of shares of PPI's Capital Stock
        made for purposes of having such shares available for

--------
(1)20,000,000 less amount in (c) of this paragraph 5 and amount in line (d) of
paragraph 7 below.



                                      119
<PAGE>   128

                              COMPLIANCE CHECK LIST
                           Post Apartment Homes, L.P.

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


                            _________________, _____


        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
        Guarantor 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.

<TABLE>
        <S>     <C>                                            <C>
        (a)     Aggregate number of shares of                  _____________
                PPI's Capital Stock outstanding
                on first day of last 12 month period

        (b)     2.25% of (a) (based on the                     $____________
                closing price on such first
                day as set forth in the
                Wall Street Journal)

        (c)     Aggregate number of shares of                  _____________
                PPI's Capital Stock purchased
                by Significant Subsidiaries
                in last 12 months

        (d)     Aggregate purchase price of shares             $____________
                described in (c)

        Limitation (lesser of (b) and $30,000,000)             [$]__________
</TABLE>

7.      Investments (Section 5.09)

        Neither the Borrower nor the 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




                                      120
<PAGE>   129

                              COMPLIANCE CHECK LIST
                           Post Apartment Homes, L.P.

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


                            _________________, _____


        & 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 at any time an aggregate amount
        of $5,000,000; (B) Investments permitted by clauses (i), (ii) and (iii)
        of Section 5.07 or by Section 5.08; (C) Investments in Significant
        Subsidiaries and (D) other Investments not exceeding an aggregate
        amount outstanding at any time of $20,000,000, less loans and advances
        outstanding and permitted by clause (iv) of Section 5.07.

<TABLE>
        <S>    <C>                                                   <C>
        (a)     debt or equity securities rated                      $__________

                at least BBB+ or Baa1

                Limitation                                           $ 5,000,000

        (b)     Investments in Subsidiaries                          $__________
                after July 26, 1995

        (c)     Sum of (b) and amount                                $__________

                in paragraph 5(a) above

                Limitation                                           $50,000,000

        (d)     Other                                                $__________
</TABLE>



                                      121
<PAGE>   130

                              COMPLIANCE CHECK LIST
                           Post Apartment Homes, L.P.

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


                            _________________, _____


<TABLE>
               <S>                                            <C>
               Limitation                                     $____________(2)
</TABLE>

--------
(2) $20,000,000 less amount on line (d) of paragraph 5 above.




                                      122
<PAGE>   131


                              COMPLIANCE CHECK LIST
                           Post Apartment Homes, L.P.

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


                            _________________, _____


                                                                    Schedule - 1

Consolidated Total Secured Debt

<TABLE>
<CAPTION>
                                              INTEREST           FINAL
                                               RATE(3)          MATURITY             TOTAL
                                               -------          --------             -----
<S>      <C>                                 <C>               <C>               <C>
Money Borrowed

         ___________________________         ___________       ___________       $___________
         ___________________________         ___________       ___________       $___________
         ___________________________         ___________       ___________       $___________
         ___________________________         ___________       ___________       $___________
         ___________________________         ___________       ___________       $___________

                Total Money Borrowed                                             $___________

Deferred Purchase Price

         ___________________________         ___________       ___________       $___________
         ___________________________         ___________       ___________       $___________
         ___________________________         ___________       ___________       $___________
         ___________________________         ___________       ___________       $___________
         ___________________________         ___________       ___________       $___________

                Total Deferred Purchase Price                                    $___________
</TABLE>


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




                                      123
<PAGE>   132



                              COMPLIANCE CHECK LIST
                           Post Apartment Homes, L.P.

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


                            _________________, _____



Capitalized Leases

<TABLE>
<S>                                                            <C>
                                                               $
----------------------------------------------------------      -----------
                                                               $
----------------------------------------------------------      -----------

                Total Capitalized Leases                       $
                                                                -----------

                Total Consolidated Total Secured Debt          $
                                                                ===========
</TABLE>





                                      124
<PAGE>   133


                              COMPLIANCE CHECK LIST
                           Post Apartment Homes, L.P.

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


                            _________________, _____



                                                                    Schedule - 2


                            Consolidated Total Assets


<TABLE>
<S>                                                                  <C>
(a) net real estate assets                                           $
                                                                      ----------
(b) depreciation on fixed assets                                     $
                                                                      ----------
(c) other tangible assets                                            $
                                                                      ----------

Consolidated Total Assets (sum of (a)
        plus (b) plus (c)                                            $
                                                                      ==========
</TABLE>





                                      125
<PAGE>   134


                                                                    Schedule - 3

                        Income Available For Debt Service
        (for Fiscal Quarter just ended and immediately preceding 3 Fiscal
Quarters)

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

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

___ quarter ___
        net income                                             $
                                                                -------------
        plus Minority Interests                                $
                                                                -------------
        less extraordinary gains                              ($             )
                                                                -------------
        plus extraordinary losses                              $
                                                                -------------
        plus depreciation and amortization                     $
                                                                -------------
        plus losses from sales or joint ventures               $
                                                                -------------
        less gains from sales or joint ventures               ($             )
                                                                -------------
        less decreases in deferred taxes
</TABLE>




                                      126
<PAGE>   135


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






                                      127
<PAGE>   136



<TABLE>
<S>                                                           <C>
___ quarter ___
        net income                                             $
                                                                -------------
        plus Minority Interests                                $
                                                                -------------
        less extraordinary gains                              ($             )
                                                                -------------
        plus extraordinary losses                              $
                                                                -------------
        plus depreciation and amortization                     $
                                                                -------------
        plus losses from sales or joint ventures               $
                                                                -------------
        less gains from sales or joint ventures               ($             )
                                                                -------------
        less decreases in deferred taxes
                and non-cash items                            ($             )
                                                                -------------
        plus increases in deferred taxes
                and non-cash items                             $
                                                                -------------
        plus interest expense                                  $
                                                                -------------
        plus taxes                                             $
                                                                -------------
                Income Available for Debt Service
                (last 4 Fiscal Quarters)                       $
                                                                =============
</TABLE>






                                      128
<PAGE>   137



                                                                    Schedule - 4


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

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

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

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



                                      129
<PAGE>   138


<TABLE>
<S>                                                           <C>

                and non-cash items                             $
                                                                -------------
        plus increases in deferred taxes
                and non-cash items                             $
                                                                -------------

        plus interest expense                                  $
                                                                -------------
        plus taxes                                             $
                                                                -------------
</TABLE>






                                      130
<PAGE>   139



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


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





                                      131
<PAGE>   140




                                                                       EXHIBIT G


                               [NAME OF BORROWER]

                               CLOSING CERTIFICATE


        Reference is made to the Amended and Restated Credit Agreement (the
"Amended and Restated Credit Agreement") dated as of April 9, 1997 among Post
Apartment Homes, L.P., the Banks listed therein, First Union National Bank of
Georgia, as Co-Agent and Wachovia Bank of Georgia, N.A., as Administrative
Agent. Capitalized terms used herein have the meanings ascribed thereto in the
Amended and Restated Credit Agreement.

         Pursuant to Section 3.01(e) of the Amended and Restated Credit
Agreement, _______________________, the duly authorized ____________ of
____________ hereby certifies to the Administrative Agent and the Banks that (i)
no Default has occurred and is continuing as of the date hereof, and (ii) the
representations and warranties contained in Article IV of the Amended and
Restated Credit Agreement are true on and as of the date hereof.

        Certified as of April 9, 1997.



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






                                      132
<PAGE>   141




                                                                       EXHIBIT H



                                    GUARANTY


                THIS GUARANTY (this "Guaranty") is made April 9, 1997, by POST
PROPERTIES, INC., a Georgia corporation (the "Guarantor") in favor of the
Administrative Agent, for the ratable benefit of the Banks, under the Amended
and Restated Credit Agreement referred to below;


                               W I T N E S S E T H


                WHEREAS, POST APARTMENT HOMES, L.P., a Georgia limited
partnership (the "Borrower"), First Union National Bank of Georgia, as Co-Agent
(the "Co-Agent") and WACHOVIA BANK OF GEORGIA, N.A., as Administrative Agent
(the "Administrative Agent"), and certain other Banks from time to time party
thereto have entered into a certain Amended and Restated Credit Agreement dated
as of even date herewith (as it may be amended or modified further from time to
time, the "Amended and Restated Credit Agreement"), providing, subject to the
terms and conditions thereof, for extensions of credit to be made by the Banks
to the Borrower which will the benefit the Guarantor;

                WHEREAS, it is required by Section 3.01(b) of the Amended and
Restated Credit Agreement, that the Guarantor execute and deliver this Guaranty
whereby the Guarantor shall guarantee the payment when due of all principal,
interest and other amounts that shall be at any time payable by the Borrower
under the Amended and Restated Credit Agreement, the Notes and the other Loan
Documents; and

                WHEREAS, in consideration of the financial and other support
that the Borrower has provided, and such financial and other support as the
Borrower may in the future provide, to the Guarantor, whether directly or
indirectly, and in order to induce the Banks, the Co-Agent and the
Administrative Agent to enter into the Amended and Restated Credit Agreement,
the Guarantor is willing to guarantee the obligations of the Borrower under the



                                      133
<PAGE>   142


Amended and Restated Credit Agreement, the Notes, and the other Loan Documents;

                NOW, THEREFORE, in consideration of the premises and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

                SECTION 1. Definitions. Terms defined in the Amended and
Restated Credit Agreement and not otherwise defined herein have, as used herein,
the respective meanings provided for therein.

                SECTION 2. Representations and Warranties. The Guarantor
incorporates herein by reference as fully as if set forth herein all of the
representations and warranties pertaining to the Guarantor contained in Article
IV of the Amended and Restated Credit Agreement (which representations and
warranties shall be deemed to have been renewed by the Guarantor upon each
Borrowing under the Amended and Restated Credit Agreement).

                SECTION 3. Covenants. The Guarantor covenants that, so long as
any Bank has any Commitment outstanding under the Amended and Restated Credit
Agreement or any amount payable under the Amended and Restated Credit Agreement
or any Note shall remain unpaid, the Guarantor will fully comply with those
covenants set forth in Article V of the Amended and Restated Credit Agreement
pertaining to the Guarantor, and the Guarantor incorporates herein by reference
as fully as if set forth herein all of such covenants.

                SECTION 4. The Guaranty. The Guarantor hereby unconditionally
guarantees the full and punctual payment (whether at stated maturity, upon
acceleration or otherwise) of the principal of and interest on each Note issued
by the Borrower pursuant to the Amended and Restated Credit Agreement, and the
full and punctual payment of all other amounts payable by the Borrower under the
Amended and Restated Credit Agreement (including, without limitation, all
Syndicated Loans and Swing Loans and interest thereon, and all compensation and
indemnification amounts and fees payable pursuant to the Amended and Restated
Credit Agreement and the Administrative Agent's Letter Agreement (all of the
foregoing obligations being referred to collectively as the "Guaranteed
Obligations"). Upon failure by the Borrower to pay punctually any such amount,
the Guarantor




                                      134
<PAGE>   143

agrees that it shall forthwith on demand pay the amount not so paid at the place
and in the manner specified in the Amended and Restated Credit Agreement, the
relevant Note or the relevant Loan Document, as the case may be.

                SECTION 5.  Guaranty Unconditional.  The obligations of
the Guarantor hereunder shall be unconditional and absolute and, without
limiting the generality of the foregoing, shall not be released, discharged or
otherwise affected by:

                         (i)   any extension, renewal, settlement, compromise,
        waiver or release in respect of any obligation of the Borrower under the
        Amended and Restated Credit Agreement, any Note, or any other Loan
        Document, by operation of law or otherwise or any obligation of any
        other guarantor of any of the Guaranteed Obligations;

                         (ii)  any modification or amendment of or
        supplement to the Amended and Restated Credit Agreement, any Note, or
        any other Loan Document;

                         (iii) any release, nonperfection or invalidity of any
        direct or indirect security for any obligation of the Borrower under the
        Amended and Restated Credit Agreement, any Note, any Loan Document, or
        any obligations of any other guarantor of any of the Guaranteed
        Obligations;

                         (iv)  any change in the partnership structure or
        ownership of the Borrower or corporate structure or ownership of the
        Guarantor, or any insolvency, bankruptcy, reorganization or other
        similar proceeding affecting the Borrower or the Guarantor, or any of
        their assets or any resulting release or discharge of any obligation of
        the Borrower or the Guarantor;

                         (v)   the existence of any claim, setoff or other
        rights which the Guarantor may have at any time against the Borrower,
        the Administrative Agent, the Co-Agent, any Bank or any other Person,
        whether in connection herewith or any unrelated transactions, provided
        that nothing herein shall prevent the assertion of any such claim by
        separate suit or compulsory counterclaim;



                                      135
<PAGE>   144

                         (vi)  any invalidity or unenforceability relating to or
        against the Borrower for any reason related to the Amended and Restated
        Credit Agreement, any other Loan Document, or any other Guaranty, or any
        provision of applicable law or regulation purporting to prohibit the
        payment by the Borrower of the principal of or interest on any Note or
        any other amount payable by the Borrower under the Amended and Restated
        Credit Agreement, the Notes, or any other Loan Document; or

                         (vii) any other act or omission to act or delay of any
        kind by the Borrower, the Co-Agent, any Bank or any other Person or any
        other circumstance whatsoever which might, but for the provisions of
        this paragraph, constitute a legal or equitable discharge of the
        Guarantor's obligations hereunder.

                SECTION 6. Discharge Only Upon Payment In Full; Reinstatement In
Certain Circumstances. The Guarantor's obligations hereunder shall remain in
full force and effect until all Guaranteed Obligations shall have been paid in
full and the Commitments under the Amended and Restated Credit Agreement shall
have terminated or expired. If at any time any payment of the principal of or
interest on any Note or any other amount payable by the Borrower under the
Amended and Restated Credit Agreement or any other Loan Document is rescinded or
must be otherwise restored or returned upon the insolvency, bankruptcy or
reorganization of the Borrower or otherwise, the Guarantor's obligations
hereunder with respect to such payment shall be reinstated as though such
payment had been due but not made at such time.

                SECTION 7. Waiver of Notice by the Guarantor. The Guarantor
irrevocably waives, acceptance hereof, presentment, demand, protest and, to the
fullest extent permitted by law, any notice not provided for herein, as well as
any requirement that at any time any action be taken by any Person against the
Borrower or any other Person.

                SECTION 8. Stay of Acceleration. If acceleration of the time for
payment of any amount payable by the Principal under the Amended and Restated
Credit Agreement, any Note or any other Loan Document is stayed upon the
insolvency, bankruptcy or reorganization of the Borrower, all such amounts
otherwise subject to acceleration under the terms of the Amended and



                                      136
<PAGE>   145


Restated Credit Agreement, any Note or any other Loan Document shall nonetheless
be payable by the Guarantor hereunder forthwith on demand by the Administrative
Agent made at the request of the Required Banks.

                SECTION 9.  Notices. All notices, requests and other
communications to any party hereunder shall be given or made by telecopier or
other writing and telecopied or mailed or delivered to the intended recipient at
its address or telecopier number set forth on the signature pages hereof or such
other address or telecopy number as such party may hereafter specify for such
purpose by notice to the Administrative Agent in accordance with the provisions
of Section 9.01 of the Amended and Restated Credit Agreement. Except as
otherwise provided in this Guaranty, all such communications shall be deemed to
have been duly given when transmitted by telecopier, or personally delivered or,
in the case of a mailed notice, 3 Domestic Business Days after such
communication is deposited in the mails with first class postage prepaid, in
each case given or addressed as aforesaid.

                SECTION 10. No Waivers. No failure or delay by the
Administrative Agent, the Co-Agent or any Banks in exercising any right, power
or privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies
provided in this Guaranty, the Amended and Restated Credit Agreement, the Notes,
and the other Loan Documents shall be cumulative and not exclusive of any rights
or remedies provided by law.

                SECTION 11. Successors and Assigns. This Guaranty is for the
benefit of the Administrative Agent, the Co-Agent and the Banks and their
respective successors and assigns and in the event of an assignment of any
amounts payable under the Amended and Restated Credit Agreement, the Notes, or
the other Loan Documents, the rights hereunder, to the extent applicable to the
indebtedness so assigned, may be transferred with such indebtedness. This
Guaranty may not be assigned by the Guarantor without the prior written consent
of the Administrative Agent and the Required Banks, and shall be binding upon
the Guarantor and its respective successors and permitted assigns.

                SECTION 12. Changes in Writing. Neither this Guaranty nor any
provision hereof may be changed, waived, discharged or



                                      137
<PAGE>   146


terminated orally, but only in writing signed by the Guarantor and the
Administrative Agent, with the consent of the Required Banks.

                SECTION 13. GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF
JURY TRIAL. THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAW OF THE STATE OF GEORGIA. THE GUARANTOR AND THE ADMINISTRATIVE AGENT
HEREBY SUBMIT TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT
COURT FOR THE NORTHERN DISTRICT OF GEORGIA AND OF ANY GEORGIA STATE COURT
SITTING IN ATLANTA, GEORGIA AND FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING
OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY. THE
GUARANTOR IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY
SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING
BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. THE GUARANTOR
AND THE ADMINISTRATIVE AGENT HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED
HEREBY.

                SECTION 14. Taxes, etc. All payments required to be made by the
Guarantor hereunder shall be made without setoff or counterclaim and free and
clear of and without deduction or withholding for or on account of, any present
or future taxes, levies, imposts, duties or other charges of whatsoever nature
imposed by any government or any political or taxing authority pursuant and
subject to the provisions of Section 2.12(c) of the Amended and Restated Credit
Agreement, the terms of which are incorporated herein by reference as to the
Guarantor as fully as if set forth herein, and for such purposes, the rights and
obligations of the Borrower under such Section shall devolve to the Guarantor as
to payments required to be made by the Guarantor hereunder.







                                      138
<PAGE>   147


                IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be
duly executed, under seal, by its authorized officer as of the date first above
written.

                                    POST PROPERTIES, INC.     (SEAL)


                                    By:
                                        ----------------------------
                                        Timothy A. Petersen
                                        Executive Vice President
                                        Post Corporate Services

                                    Address:
                                    Post Properties, Inc.
                                    3350 Cumberland Circle
                                    Suite 2200
                                    Atlanta, Georgia 30339-3363
                                    Attention:  John T. Glover,
                                                President
                                    Telecopier number: 770-951-1825
                                    Confirmation number: 770-850-4400





                                      139
<PAGE>   148


                                                                       EXHIBIT I

                           BORROWING BASE CERTIFICATE

                  Reference is made to the Amended and Restated Credit Agreement
dated as of April 9, 1997 (as modified and supplemented and in effect from time
to time, the "Amended and Restated Credit Agreement") among Post Apartment
Homes, L.P., the Banks from time to time parties thereto, First Union National
Bank of Georgia, as Co-Agent and Wachovia Bank of Georgia, N.A., as
Administrative Agent. Capitalized terms used herein shall have the meanings
ascribed thereto in the Amended and Restated Credit Agreement.

                  Pursuant to Section [3.01(i)][5.01(h)] of the Amended and
Restated Credit Agreement, ____________, the duly authorized [title of Executive
Officer] of the General Partner, hereby (i) certifies to the Administrative
Agent and the Banks that the calculation of the Borrowing Base contained in this
Borrowing Base Certificate is true, accurate and complete in all material
respects as of ____________, _____.

                  The calculation of the Borrowing Base is as follows:
<TABLE>
         <S>                                                   <C>
         (i)  (a) Net Operating Income for the 12 month period
                  ending on the last day of the month just
                  ended, 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                                       $____________

              (b) product of 7.42857 times (i)(a)              $____________


         (ii) (a) Net Operating Income for the 12 month period
                  ending on the last day of the month just
                  ended, 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                                    $____________


</TABLE>


                                      140
<PAGE>   149
<TABLE>

         <S>                                                   <C>
              (b) product of 7.42857 times (ii)(a)             $____________


         (iii)(a) Net Operating Income for the 3 month period
                  ending on the last day of the month just
                  ended, 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                                $____________

              (b) product of 29.71428 times (iii)(a)           $____________


         (iv) (a) aggregate amount of cash expenditures
                  (including indirect costs internally
                  allocated in accordance with GAAP) 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                                     $____________

              (b) 50% of (iv)(a)                               $____________

              (c) amount in (v)(k)                             $____________

              (d) $75,000,000 less (iv)(c)                     $____________

              (e) lesser of (iv)(b) and (iv)(d)                $____________

         (v)  (a) 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                   $____________

              (b) 45% of (v)(a)                                $____________


</TABLE>


                                      141
<PAGE>   150

<TABLE>
             <S>                                               <C>

             (c) aggregate cost of land acquired
                 with existing improvements to be
                 substantially demolished                      $____________

             (d) 45% of (v)(c)                                 $____________

             (e) Net Operating Income for the 12
                 month period ending on the last day
                 of the month just ended, from each
                 Eligible Property not subject to a
                 Mortgage consisting 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 such 12 month period
                 and demolition of such improvements
                 has not commenced                             $____________

             (f) product of 5.71429 times (v)(e)               $____________

             (g) greater of (v)(d) and (v)(f)                  $____________

             (h) sum of (v)(b) plus (v)(g)                     $____________

             (i) sum of (i)(b), plus (ii)(b), plus
                 (iii)(b), plus (iv)(b)                        $____________

             (j) 33% of (v)(i)                                 $____________

             (k) lesser of (v)(h), $25,000,000
                 and (v)(j)                                    $____________

        (vi) (a) outstanding Debt of the Borrower and the
                 Guarantor (other than the Loans and any Debt
                 owing to the
                 Borrower or the Guarantor) which
                 is not secured by a Lien                      $____________

             (b) commitments (other than the Commitments) to
                 the Borrower and the Guarantor, available to
                 be advanced, to fund Debt of the type
                 described in (vi)(a)                          $____________

             (c) greater of (vi)(a) and (vi)(b)                $____________

</TABLE>


                                     142
<PAGE>   151


BORROWING BASE (sum of (i)(b), (ii)(b), (iii)(b),
                           (iv)(e) and (v)(k), less (vi)(c))   $____________


                                    POST APARTMENT HOMES, L.P.(SEAL)
                                    By: Post Properties, Inc., its sole
                                    general partner


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





                                      143
<PAGE>   152

                                                                       EXHIBIT J


                           MONEY MARKET QUOTE REQUEST

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

         Re:      Money Market Quote Request

                  This Money Market Quote Request is given in accordance with
Section 2.03 of the Amended and Restated Credit Agreement (as amended or
modified from time to time, the "Amended and Restated Credit Agreement") dated
as of April 9, 1997 among POST APARTMENT HOMES, L.P., the Banks from time to
time parties thereto, and FIRST UNION NATIONAL BANK OF GEORGIA, as Co-Agent, and
WACHOVIA BANK OF GEORGIA, N.A., as Administrative Agent. Terms defined in the
Amended and Restated Credit Agreement are used herein as defined therein.

         The Borrower hereby requests that the Administrative Agent obtain
quotes for a Money Market Borrowing or Borrowings based upon the following:

         1.       The proposed date of the Money Market Borrowing(s)
                  shall be ______________, 19_____ (the "Money Market
                  Borrowing Date").(1)*

         2.       The aggregate amount of the Money Market Borrowing(s)
                  shall be $_____________.(2)

         3.       The Stated Maturity Date(s) applicable to the Money
                  Market Borrowing shall be _______ days [_______ days and
                  _______ days, respectively].(3)



----------
*        All numbered footnotes appear on the last page of this
         Exhibit J.





                                      144
<PAGE>   153



                                             Very truly yours,

                                             POST APARTMENT HOMES, L.P.
                                             By: Post Properties, Inc. its
                                                 sole general partner


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

----------
(1)      The date must be a Euro-Dollar Business Day.

(2)      The amount of the Money Market Borrowing is subject to Section 2.03(a)
         and (b).

(3)      The Stated Maturity Dates are subject to Section 2.03(b)(iii). The
         Borrower may request that up to 3 different Stated Maturity Dates be
         applicable to any Money Market Borrowing, provided that (i) each such
         Stated Maturity Date shall be deemed to be a separate Money Market
         Quote Request and (ii) the Borrower shall specify the amounts of such
         Money Market Borrowing to be subject to each such different Stated
         Maturity Date.



                                      145
<PAGE>   154


                                                                       EXHIBIT K

                               MONEY MARKET QUOTE

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

         Re:      Money Market Quote to __________________________

                  This Money Market Quote is given in accordance with Section
2.03(c)(ii) of the Amended and Restated Credit Agreement (as amended or modified
from time to time, the "Amended and Restated Credit Agreement") dated as of
April 9, 1997 among POST APARTMENT HOMES, L.P. (the "Borrower"), the Banks from
time to time parties thereto, FIRST UNION NATIONAL BANK OF GEORGIA, as Co-Agent,
and WACHOVIA BANK OF GEORGIA, N.A., as Administrative Agent. Terms defined in
the Amended and Restated Credit Agreement are used herein as defined therein.

                  In response to the Borrower's Money Market Quote Request dated
, 19 , we hereby make the following Money Market Quote on the following terms:

         1.       Quoting Bank:

         2.       Person to contact
                  at Quoting Bank:

         3.       Date of Money Market Borrowing:1*

         4.       We hereby offer to make Money Market Loan(s) in the following
maximum principal amounts for the following Interest Periods and at the
following rates:


<TABLE>
<CAPTION>
Maximum                          Stated
Principal                       Maturity
Amount(2)                       Date (3)                Rate Per Annum(4)
---------                       --------                -----------------
<S>                             <C>                     <C>







</TABLE>


----------

*        All numbered footnotes appear on the last page of this Exhibit K.



                                      146
<PAGE>   155



                We understand and agree that the offer(s) set forth above,
subject to the satisfaction of the applicable conditions set forth in the
Amended and Restated Credit Agreement, irrevocably obligate(s) us to make the
Money Market Loan(s) for which any offer(s) [is] [are] accepted, in whole or in
part (subject to the last sentence of Section 2.03(c)(i) of the Amended and
Restated Credit Agreement).

                                    Very truly yours,

                                    [Name of Bank]



Dated:                              By:
      ---------------------            ----------------------------
                                        Authorized
Officer

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

(1)      As specified in the related Money Market Quote Request.



                                      147
<PAGE>   156

(2)      The principal amount bid for each Stated Maturity Date may not exceed
         the principal amount requested. Money Market Quotes must be made for at
         least $5,000,000 or a larger multiple of $250,000.

(3)      The Stated Maturity Dates are subject to Section 2.03(b)(iii).

(4)      Subject to Section 2.03(c)(ii)(C).




                                      148
<PAGE>   157




                                                                   Schedule 4.08


                                  Subsidiaries


<TABLE>
<CAPTION>
Name                                  Jurisdiction of Incorporation/Creation
----                                  --------------------------------------
<S>                                   <C>
Post Services, Inc.                                Georgia
Post Asset Management, Inc.                        Georgia
Post Landscape Services, Inc.                      Georgia
RAM Partners, Inc.                                 Georgia
Cumberland Lake, Inc.                              Georgia
A.T. Aviation, Inc.                                Georgia
Rocky Point Management, Inc.                       Georgia
Post Development Services Limited
        Partnership                                Georgia
</TABLE>





                                      149