<PAGE>   1
                                                                    EXHIBIT 10.1







                                  $350,000,000

                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                                   dated as of

                                   May 7, 1999

                                      among


                           POST APARTMENT HOMES, L.P.

                            The Banks Listed Herein,

                              WACHOVIA BANK, N.A.,
                             as Administrative Agent

                                       and

                           FIRST UNION NATIONAL BANK,
                              as Syndication Agent

                                       and

                             SUNTRUST BANK, ATLANTA
                             as Documentation Agent


<PAGE>   2



                                TABLE OF CONTENTS

                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT

<TABLE>
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                                                                                                                            Page
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<S>                                                                                                                         <C>
ARTICLE I....................................................................................................DEFINITIONS      1
SECTION 1.01.................................................................................................Definitions      1
SECTION 1.02.........................................................................Accounting Terms and Determinations      19
SECTION 1.03..................................................................................................References      20
SECTION 1.04........................................................................................Use of Defined Terms      20
SECTION 1.05.................................................................................................Terminology      20
ARTICLE II...................................................................................................THE CREDITS      20
SECTION 2.01...................................................................................Commitments to Lend Loans      20
SECTION 2.02.................................................Method of Borrowing Loans other than Transaction Rate Loans      22
SECTION 2.03..........................................................................................Money Market Loans      25
SECTION 2.04.......................................................................................................Notes      28
SECTION 2.05...........................................................................................Maturity of Loans      29
SECTION 2.06..............................................................................................Interest Rates      31
SECTION 2.07........................................................................................................Fees      33
SECTION 2.08............................................................Optional Termination or Reduction of Commitments      34
SECTION 2.09........................................................................Mandatory Termination of Commitments      35
SECTION 2.10........................................................................................Optional Prepayments      35
SECTION 2.11.......................................................................................Mandatory Prepayments      36
SECTION 2.12...........................................................................General Provisions as to Payments      36
SECTION 2.13............................................................................Computation of Interest and Fees      39
ARTICLE III.....................................................................................CONDITIONS TO BORROWINGS      40
SECTION 3.01...............................................................................Conditions to First Borrowing      40
SECTION 3.02................................................................................Conditions to All Borrowings      42
ARTICLE IV................................................................................REPRESENTATIONS AND WARRANTIES      43
SECTION 4.01................................................................Partnership or Corporate Existence and Power      43
SECTION 4.02...................................Partnership or Corporate and Governmental Authorization; No Contravention      43
SECTION 4.03..............................................................................................Binding Effect      44
SECTION 4.04..........................................................................Financial and Property Information      44
SECTION 4.05...............................................................................................No Litigation      44
SECTION 4.06.......................................................................................Compliance with ERISA      44
SECTION 4.07......................................................................Compliance with Laws; Payment of Taxes      45
SECTION 4.08................................................................................................Subsidiaries      45
SECTION 4.09......................................................................................Investment Company Act      45
SECTION 4.10..........................................................................Public Utility Holding Company Act      45
SECTION 4.11.......................................................................................Ownership of Property      45
SECTION 4.12..................................................................................................No Default      46
SECTION 4.13.............................................................................................Full Disclosure      46
SECTION 4.14.......................................................................................Environmental Matters      46
SECTION 4.15.........................................................................Partner Interests and Capital Stock      47
SECTION 4.16................................................................................................Margin Stock      47
SECTION 4.17..................................................................................................Insolvency      47
SECTION 4.18...................................................................................................Insurance      48
ARTICLE V......................................................................................................COVENANTS      48
SECTION 5.01.................................................................................................Information      48
SECTION 5.02...................................................................Inspection of Property, Books and Records      50
SECTION 5.03.............................................................................Consolidated Total Secured Debt      51
SECTION 5.04...............................................Ratio of Consolidated Total Debt to Consolidated Total Assets      51
SECTION 5.05...........................................................................................Interest Coverage      51
</TABLE>


                                      (i)


<PAGE>   3
<TABLE>
<S>     <C>                                                                                                                   <C>
SECTION 5.06.........................................................................................Restricted Payments      51
SECTION 5.07...........................................................................................Loans or Advances      51
SECTION 5.08..........................................................Purchases of Stock by the Significant Subsidiaries      52
SECTION 5.09.................................................................................................Investments      52
SECTION 5.10.................................................................................................Dissolution      53
SECTION 5.11.................................................................Consolidations, Mergers and Sales of Assets      53
SECTION 5.12.............................................................................................Use of Proceeds      54
SECTION 5.13......................................................................Compliance with Laws; Payment of Taxes      54
SECTION 5.14...................................................................................................Insurance      55
SECTION 5.15.......................................................................................Change in Fiscal Year      55
SECTION 5.16.................................................................Maintenance of Property; Principal Business      55
SECTION 5.17.......................................................................................Environmental Notices      55
SECTION 5.18.......................................................................................Environmental Matters      56
SECTION 5.19.......................................................................................Environmental Release      56
SECTION 5.20................................................................................Transactions with Affiliates      56
SECTION 5.21............................................Qualification as a Real Estate Investment Trust; General Partner      56
SECTION 5.22...................................................................Certain Covenants Concerning Subsidiaries      56
Section 5.23................................................................................Year 2000 Compliance Reports      57
SECTION 5.24...................................................................Consolidated Fixed Charges Coverage Ratio      58
ARTICLE VI......................................................................................................DEFAULTS      58
SECTION 6.01...........................................................................................Events of Default      58
SECTION 6.02...........................................................................................Notice of Default      61
ARTICLE VII.....................................................................................THE ADMINISTRATIVE AGENT      62
SECTION 7.01..........................................................................Appointment; Powers and Immunities      62
SECTION 7.02............................................................................Reliance by Administrative Agent      62
SECTION 7.03....................................................................................................Defaults      63
SECTION 7.04....................................................................Rights of Administrative Agent as a Bank      63
SECTION 7.05.............................................................................................Indemnification      64
SECTION 7.06.......................................................................................Consequential Damages      64
SECTION 7.07..............................................................................Payee of Note Treated as Owner      64
SECTION 7.08.........................................................Nonreliance on Administrative Agent and Other Banks      64
SECTION 7.09..............................................................................................Failure to Act      65
SECTION 7.10..............................................................Resignation or Removal of Administrative Agent      65
ARTICLE VIII.......................................................................CHANGE IN CIRCUMSTANCES; COMPENSATION      66
SECTION 8.01....................................................Basis for Determining Interest Rate Inadequate or Unfair      66
SECTION 8.02..................................................................................................Illegality      66
SECTION 8.03...........................................................................Increased Cost and Reduced Return      67
SECTION 8.04.......................Base Rate Loans or Other Euro-Dollar Loans Substituted for Affected Euro-Dollar Loans      69
SECTION 8.05................................................................................................Compensation      69
ARTICLE IX.................................................................................................MISCELLANEOUS      70
SECTION 9.01.....................................................................................................Notices      70
SECTION 9.02..................................................................................................No Waivers      70
SECTION 9.03.................................................................................Expenses; Documentary Taxes      70
SECTION 9.04.............................................................................................Indemnification      71
SECTION 9.05..................................................................................Setoff; Sharing of Setoffs      71
SECTION 9.06......................................................................................Amendments and Waivers      73
SECTION 9.07..................................................................................No Margin Stock Collateral      74
SECTION 9.08......................................................................................Successors and Assigns      74
SECTION 9.09.............................................................................................Confidentiality      78
SECTION 9.10.....................................................................................Representation by Banks      78
SECTION 9.11.........................................................................................Obligations Several      79
SECTION 9.12.................................................................................................Georgia Law      79
SECTION 9.13................................................................................................Severability      79
SECTION 9.14....................................................................................................Interest      79
</TABLE>


                                      (ii)

<PAGE>   4

<TABLE>
<S>     <C>                                                                                                                   <C>
SECTION 9.15..............................................................................................Interpretation      80
SECTION 9.16...............................................................Waiver of Jury Trial; Consent to Jurisdiction      80
SECTION 9.17................................................................................................Counterparts      81
SECTION 9.18....................................................................................Source of Funds -- ERISA      81
SECTION 9.19...................................................................................No Bankruptcy Proceedings      81
</TABLE>





































                                     (iii)
<PAGE>   5








EXHIBIT A-1    Form of Syndicated Loan Note

EXHIBIT A-2    Form of Swing Loan Note

EXHIBIT A-3    Form of Money Market Loan Note

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

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

EXHIBIT D      Form of Assignment and Acceptance

EXHIBIT E      Form of Notice of Borrowing

EXHIBIT F      Form of Compliance Certificate

EXHIBIT G      Form of Closing Certificate

EXHIBIT H      Form of Guaranty

EXHIBIT I      Form of Borrowing Base Certificate

EXHIBIT J      Form of Money Market Quote Request

EXHIBIT K      Form of Money Market Quote

EXHIBIT L      Form of Designation Agreement

EXHIBIT M      Form of Contribution Agreement

Schedule 4.08  Subsidiaries



                                      (iv)
<PAGE>   6



                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT


                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of May 7,
1999 among POST APARTMENT HOMES, L.P., the BANKS listed on the signature pages
hereof, FIRST UNION NATIONAL BANK (formerly First Union National Bank of
Georgia), as Syndication Agent, WACHOVIA BANK, N.A. (formerly Wachovia Bank of
Georgia, N.A.), as Administrative Agent and SUNTRUST BANK, ATLANTA, as
Documentation Agent.

                  This Third Amended and Restated Credit Agreement is an
amendment and restatement of the $180,000,000 Amended and Restated Credit
Agreement by and among the Borrower, Wachovia Bank of Georgia, N.A., First Union
National Bank of Georgia, SunTrust Bank, Atlanta, Corestates Bank, and
Commerzbank AG, Atlanta Agency, as Banks, First Union National Bank of Georgia,
as Co-Agent, and Wachovia Bank of Georgia, N.A., as Administrative Agent, dated
as of April 9, 1997, as amended by First Amendment to Amended and Restated
Credit Agreement dated December 17, 1997, Second Amendment to Amended and
Restated Credit Agreement dated July 31, 1998, as amended and restated by Second
Amended and Restated Credit Agreement by and among the Borrower, Wachovia Bank,
N.A., First Union National Bank, SunTrust Bank, Atlanta, Commerzbank AG, Atlanta
Agency, Four Winds Funding Corporation, Bank One, Texas, N.A., and Chase Bank of
Texas, National Association, as Banks, Wachovia Bank, N.A., as Administrative
Agent, First Union National Bank, as Syndication Agent, and, SunTrust Bank,
Atlanta, as Documentation Agent, dated as of November 20, 1998, as amended by
First Amendment to Second Amended and Restated Credit Agreement dated February
18, 1999 (collectively, the "Original Agreement"), all of which are superseded
hereby.

                  The parties hereto agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

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

                 "Affiliate" of any relevant Person means (i) any Person that
directly, or indirectly through one or more intermediaries, controls the
relevant Person (a "Controlling Person"), (ii) any Person (other than the
relevant Person or a Subsidiary of the relevant Person) which is controlled by
or is under common control with a Controlling Person, or (iii) any Person (other
than a Subsidiary of the relevant Person) of which the relevant



<PAGE>   7

Person owns, directly or indirectly, 20% or more of the voting common stock,
general partnership interest in a general or limited partnership or equivalent
equity interests in any other Person. As used herein, the term "control" means
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the
ownership of voting securities, by contract or otherwise.

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

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

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

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

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

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

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

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

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

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



                                       2
<PAGE>   8

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

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

                  "Borrowing" means a borrowing hereunder consisting of (i)
Syndicated Loans made to the Borrower at the same time by all of the Banks, (ii)
a Swing Loan made to the Borrower by Wachovia or (iii) a Money Market Loan made
to the Borrower separately by one or more Banks, in each case pursuant to
Article II. A Borrowing is a "Euro-Dollar Borrowing" if such Loans are made as
Euro-Dollar Loans. A Borrowing is a "Base Rate Borrowing" if such Loan is made
as a Base Rate Loan. A Borrowing is a "Transaction Rate Borrowing" if such Loan
is made as a Transaction Rate Loan. A Borrowing is a "Syndicated Loan Borrowing"
if such Loans are made as Syndicated Loans. A Borrowing is a "Swing Loan
Borrowing" if such Loans are made as Swing Loans. A Borrowing is a "Money Market
Borrowing" if such Loans are made pursuant to Section 2.03. A Borrowing is a
"Fixed Rate Borrowing" if such Loans are made as Fixed Rate Loans.

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

         (i)      an amount equal to the product of: (x) 7.42857; times (y) the
Net Operating Income for the 12 month period ending on the last day of the month
just ended prior to the date of determination, from each Eligible Property which
is not subject to a Mortgage and which either was on average at least 90%
economically occupied during, or with respect to which the Construction Period
Termination Date occurred prior to the commencement of, such 12 month period;
provided, that if an Eligible Property satisfies the criteria set forth in both
this clause (i) and clause (iii) below, it shall be included in the calculations
only in clause (iii) below; plus

         (ii)     an amount equal to the product of: (x) 7.42857; times (y) the
Net Operating Income for the 12 month period ending on the last day of the month
just ended prior to the date of determination, from each Eligible Property which
is financed as to Debt only by bonds, debentures, notes or other similar
instruments which have been fully in substance defeased in accordance with GAAP;
plus

         (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



                                       3
<PAGE>   9

Termination Date did not occur prior to the commencement of the 12 month period
ending on the last day of the month just ended prior to the date of
determination; plus

         (iv)     an amount equal to the lesser of: (x) 50% of the aggregate
amount of cash expenditures (including indirect costs internally allocated in
accordance with GAAP) as of the last day of the month just ended prior to the
date of determination on all Eligible Properties which are not subject to a
Mortgage and which consist of apartment communities as to which the Construction
Period Termination Date has not occurred as of such last day of the month just
ended; and (y) $75,000,000 less the amount determined pursuant to clause (v);
plus

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

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

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

                  "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.



                                       4
<PAGE>   10

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

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

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

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

                  "Closing Date" means May 7, 1999.

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

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

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

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

                  "Consolidated Fixed Charges" for any period means the sum of
the following of the Borrower and its Subsidiaries, determined on a consolidated
basis (x) Consolidated Interest Expense, plus (y) all scheduled principal
payments (excluding balloon payments payable at maturity), plus (z) the
aggregate of all preferred dividends paid.

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



                                       5
<PAGE>   11

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

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

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

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

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

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

                  "Consolidated Total Secured Debt" shall mean all Debt of the
Borrower and its Subsidiaries consisting of (i) capitalized leases, and (ii)
money borrowed or the deferred purchase price of real property which is also
secured by a Mortgage on any real property owned by the Borrower or its
Subsidiaries.

                  "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.



                                       6
<PAGE>   12

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


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

                  "Debt" of any Person means at any date, without duplication,
(i) all obligations of such Person for borrowed money, (ii) all obligations of
such Person evidenced by bonds, debentures, notes or other similar instruments,
(iii) all obligations of such Person to pay the deferred purchase price of
property or services, except trade accounts payable arising in the ordinary
course of business, (iv) all obligations of such Person as lessee under capital
leases, (v) all obligations of such Person to reimburse any bank or other Person
in respect of amounts payable under a banker's acceptance, (vi) all Redeemable
Preferred Stock of such Person (in the event such Person is a corporation),
(vii) all obligations of such Person to reimburse any bank or other Person in
respect of amounts paid under a letter of credit or similar instrument issued to
assure the payment of Debt (but while such reimbursement obligation remains
contingent due to there having been no presenting and honoring of a draft under
any such letter of credit or similar instrument, only the principal component of
the underlying Debt shall be included as Debt under this clause (vii)), (viii)
all Debt of others secured by a Lien on any asset of such Person, whether or not
such Debt is assumed by such Person, and (ix) all Debt of others Guaranteed by
such Person; provided, however, that the term Debt shall not include (A) any
such obligations to the extent such obligations have been in substance defeased
in accordance with GAAP, or (B) obligations under Redeemable Preferred Stock to
the extent that any sinking fund payments have been made in connection
therewith.

                  "Debt Rating" means at any time whichever is the higher of the
rating of the Borrower's senior unsecured, unenhanced debt (or, if no such debt
exists, its prospective or implied credit rating for debt of such type) by
Moody's Investor Service or Standard and Poor's (as such rating may change from
time to time, either pursuant to Section 2.06(f) or otherwise) or if only one of
them rates the Borrower's senior unsecured, unenhanced debt (or, if no such debt
exists, has in effect a prospective or implied rating for such debt), such
rating.

                  "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.



                                       7
<PAGE>   13

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

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

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

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

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

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

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

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



                                       8
<PAGE>   14

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

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

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

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

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

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

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

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



                                       9
<PAGE>   15

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

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

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

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

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

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

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

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

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



                                       10
<PAGE>   16

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

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

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

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

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

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

                  "Guarantors" means, individually and collectively, as the
context shall require: (i) GP Sub, LP Sub and PPI; and (ii) any Significant
Subsidiary which becomes a Guarantor pursuant to Section 5.22(d).

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



                                       11
<PAGE>   17

Agent and the Banks hereunder, including without limitation all principal,
interest, fees, costs, and compensation and indemnification amounts.

                  "Hazardous Materials" includes, without limitation, (a) solid
or hazardous waste, as defined in the Resource Conservation and Recovery Act of
1980, 42 U.S.C. ss. 6901 et seq. and its implementing regulations and
amendments, or in any applicable state or local law or regulation, (b)
"hazardous substance", "pollutant", or "contaminant" as defined in CERCLA, or in
any applicable state or local law or regulation, (c) gasoline, or any other
petroleum product or by-product, including, crude oil or any fraction thereof,
or (d) pesticides, as defined in the Federal Insecticide, Fungicide, and
Rodenticide Act of 1975, or in any applicable state or local law or regulation,
as each such Act, statute or regulation may be amended from time to time.

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

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

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

                  (c) no Interest Period may be selected which begins before the
         Termination Date and would otherwise end after the Termination Date.
(2) with respect to each Base Rate Borrowing, the period commencing on the date
of such Borrowing and ending 30 days thereafter (or any lesser number of days
ending on the Termination Date); provided that:

                  (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.

                                       12
<PAGE>   18

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

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

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

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

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

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

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

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


                                       13
<PAGE>   19

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

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

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

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

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

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

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

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

                  "Money Market Loan Notes" means the promissory notes of the
Borrower, substantially in the form of Exhibit A-3, including any Designated
Bank Notes, evidencing the obligation of the



                                       14
<PAGE>   20

Borrower to repay the Money Market Loans, together with all amendments,
consolidations, modifications, renewals and supplements thereto.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



                                       15
<PAGE>   21

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

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

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

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

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

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

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

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



                                       16
<PAGE>   22

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

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

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

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

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

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

                  "Subsidiary" means (i) any corporation or other entity the
majority of the shares of the non-voting capital stock or other equivalent
ownership interests of which (except directors' qualifying shares) are at the
time directly or indirectly owned by the Borrower and/or PPI, and the majority
of the shares of the voting capital stock or other equivalent 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.


                                       17
<PAGE>   23

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

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

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

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

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

                  "Termination Date" means whichever is applicable of (i) April
30, 2002, or such later date to which it is extended by the Banks pursuant to
Section 2.05(b) or (ii) any earlier date which constitutes the Termination Date
pursuant to the provisions of and under the circumstances contained in Sections
2.08 or 2.09.

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

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

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

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

                  "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



                                       18
<PAGE>   24

Plan exceeds (ii) the fair market value of all Plan assets allocable to such
benefits, all determined as of the then most recent valuation date for such
Plan, but only to the extent that such excess represents a potential liability
of a member of the Controlled Group to the PBGC or the Plan under Title IV of
ERISA.

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

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

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

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



                                       19
<PAGE>   25

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

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

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


                                   ARTICLE II

                                   THE CREDITS

                  SECTION 2.01. Commitments to Lend Loans.

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

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

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

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

                  (b)      Swing Loans. (i) In addition to the foregoing,
Wachovia shall from time to time, upon the request of the Borrower, if the
applicable conditions precedent in Article III



                                       20
<PAGE>   26

have been satisfied, make Swing Loans to the Borrower in an aggregate principal
amount at any time outstanding not exceeding $5,000,000; provided that,
immediately after such Swing Loan is made, the outstanding amount of the
Syndicated Loans, Swing Loans and Money Market Loans shall not exceed the lesser
of (A) the aggregate amount of the Commitments and (B) the Borrowing Base.
Within the foregoing limits, the Borrower may borrow under this Section 2.01(b),
prepay and reborrow under this Section 2.01(b) at any time before the
Termination Date. All Swing Loans shall be made as either Base Rate Loans or,
subject to the provisions of clause (ii) below, Transaction Rate Loans.

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



                                       21
<PAGE>   27

         interest in Swing Loans in an amount equal to its ratable share (based
         upon its respective Commitment) of such Swing Loans, and Wachovia shall
         furnish each Bank with a certificate evidencing such participating
         interest. On such third Domestic Business Day, each Bank will
         immediately transfer to Wachovia, in immediately available funds, the
         amount of its participation. Whenever, at any time after Wachovia has
         received from any such Bank its participating interest in a Swing Loan,
         the Administrative Agent receives any payment on account thereof, the
         Administrative Agent will distribute to such Bank its participating
         interest in such amount (appropriately adjusted, in the case of
         interest payments, to reflect the period of time during which such
         Bank's participating interest was outstanding and funded); provided,
         however, that in the event that such payment received by the
         Administrative Agent is required to be returned, such Bank will return
         to the Administrative Agent any portion thereof previously distributed
         by the Administrative Agent to it. Each Bank's obligation to purchase
         such participating interests shall be absolute and unconditional and
         shall not be affected by any circumstance, including, without
         limitation: (1) any set-off, counterclaim, recoupment, defense or other
         right which such Bank or any other Person may have against Wachovia
         requesting such purchase or any other Person for any reason whatsoever;
         (2) the occurrence or continuance of a Default or an Event of Default
         or the termination of the Commitments; (3) any adverse change in the
         condition (financial or otherwise) of the Borrower, PPI or any other
         Person; (4) any breach of this Agreement by the Borrower or any other
         Bank; or (5) any other circumstance, happening or event whatsoever,
         whether or not similar to any of the foregoing.

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

                  (a)      The Borrower shall give the Administrative Agent
notice (a "Notice of Borrowing"), which shall be substantially in the form of
Exhibit E, executed by the President of the General Partner or any person
authorized in writing by the 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;



                                       22
<PAGE>   28

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

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

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

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

                  (c)      Not later than 3:00 P.M. (Atlanta, Georgia time) on
the date of each Borrowing, each Bank (or Wachovia, with respect to Swing Loans)
shall (except as provided in paragraph (d) of this Section) make available its
ratable share of such Borrowing, in Federal or other funds immediately available
in Atlanta, Georgia, to the Administrative Agent at its address determined
pursuant to Section 9.01. Unless the Administrative Agent determines in its
reasonable business judgment that any applicable condition specified in Article
III has not been satisfied, the Administrative Agent will make the funds so
received from the Banks available to the Borrower at the Administrative Agent's
aforesaid address. Unless the Administrative Agent receives notice from a Bank,
at the Administrative Agent's address referred to in or specified pursuant to
Section 9.01, no later than 4:00 P.M. (local time at such address) on the
Domestic Business Day before the date of a Borrowing stating that such Bank will
not make a Syndicated Loan in connection with such Borrowing, the Administrative
Agent shall be entitled to assume that such Bank will make a Syndicated Loan in
connection with such Borrowing and, in reliance on such assumption, the
Administrative Agent may (but shall not be obligated to) make available such
Bank's ratable share of such Borrowing to the Borrower for the account of such
Bank. If the Administrative Agent makes such Bank's ratable share available to
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


                                       23
<PAGE>   29

during such period, provided that (i) any such payment by the Borrower of such
Bank's ratable share and interest thereon shall be without prejudice to any
rights that the Borrower may have against such Bank and (ii) until such Bank has
paid its ratable share of such Borrowing, together with interest pursuant to the
foregoing, it will have no interest in or rights with respect to such Borrowing
for any purpose hereunder. If the Administrative Agent does not exercise its
option to advance funds for the account of such Bank, it shall forthwith notify
the Borrower of such decision.

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

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

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

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

                  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:



                                       24
<PAGE>   30

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

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

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

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

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

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

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

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

The Borrower may request offers to make Money Market Loans having up to 3
different Stated Maturity Dates in a single Money Market Quote Request; provided
that the request for each separate Stated



                                       25
<PAGE>   31

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
                           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


                                       26
<PAGE>   32

                                    (D) the identity of the quoting Bank.

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

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

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



                                       27
<PAGE>   33

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

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

                  (f)      any Bank whose offer to make any Money Market Loan
has been accepted shall, not later than 3:00 P.M. (Atlanta, Georgia time) on the
Money Market Borrowing Date, make the appropriate amount of such Money Market
Loan available to the Administrative Agent at its address referred to in Section
9.01 in immediately available funds. The amount so received by the
Administrative Agent shall, subject to the terms and conditions of this
Agreement, be made available to the Borrower on such date by depositing the
same, in immediately available funds, not later than 4:00 P.M. (Atlanta, Georgia
time), in an account of such Borrower maintained with the Administrative Agent.

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

                  SECTION 2.04. Notes. (a) The Syndicated Loans of each Bank
shall be evidenced by a single Syndicated Loan Note payable to the order of such
Bank for the account of its Lending Office in an amount equal to the original
principal amount of such Bank's Commitment. The Swing Loans shall be evidenced
by a single Swing Loan Note payable to the order of Wachovia in the original
principal amount of $5,000,000. Loans outstanding under the Original Agreement
on the Closing Date shall be deemed to have been made hereunder and shall be
evidenced by the Notes.

                  (b)      The Money Market Loans made by any Bank to the
Borrower shall be evidenced by a single Money Market Loan Note



                                       28
<PAGE>   34

payable to the order of such Bank for the account of its Lending Office in an
amount equal to 50% of the original principal amount of the aggregate
Commitments.

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

                  SECTION 2.05. Maturity of Loans. (a) Each Loan included in any
Borrowing shall mature, and the principal amount thereof shall be due and
payable, on the last day of the Interest Period applicable to such Borrowing.

                  (b)      Notwithstanding the foregoing, the outstanding
principal amount of the Loans, if any, together with all accrued but unpaid
interest thereon, if any, shall be due and payable on April 30, 2002, unless the
Termination Date is otherwise extended by the Banks, in their sole and absolute
discretion. Upon the written request of the Borrower, which request shall be
delivered to the Administrative Agent at least 60 days prior to April 30, 2000
(the "Extension Date"), the Banks shall have the option (without any obligation
whatsoever so to do) of extending the Termination Date for an additional
one-year period. In the event that a Bank chooses not to extend the Termination
Date for such an additional one-year period, notice shall be given by such Bank
to the Borrower and the Administrative Agent at least 30 days


                                       29
<PAGE>   35

prior to the Extension Date; provided, that the Termination Date shall not be
extended with respect to any of the Banks unless the Required Banks are willing
to extend the Termination Date. If less than all the Banks deliver favorable
extension notices, but at least the Required Banks do so, then:

         (1)      The Administrative Agent shall promptly notify those Banks
                  that have delivered favorable extension notices (each an
                  "Extending Bank") as to the amount of Commitments held by
                  those Banks that have elected not to extend the Termination
                  Date (each a "Terminating Bank"). Each Extending Bank shall be
                  entitled to commit, effective as of the Extension Date, to
                  purchase from the Terminating Banks, at any time after the
                  Extension Date and on or before the Termination Date (prior to
                  its extension hereunder), a ratable portion of the Commitments
                  and outstanding Loans of the Terminating Banks in accordance
                  with the Extending Bank's respective percentage of the
                  remaining Aggregate Commitments. In such event, the
                  Terminating Banks shall be required to sell to such Extending
                  Bank all or any portion of their respective Commitments and
                  outstanding Loans, at the times specified by the Extending
                  Banks after the Extension Date and on or prior to the
                  Termination Date (prior to its extension hereunder). Each
                  Extending Bank desiring to purchase a portion of such
                  Commitments and outstanding Loans shall notify the
                  Administrative Agent and the Borrower of such election and
                  shall deliver, in form satisfactory to the Administrative
                  Agent and the Borrower, a commitment to effect such purchase,
                  not later than fifteen (15) days prior to the Extension Date.
                  If any of the Extending Banks elect not to commit to make such
                  a purchase, the Administrative Agent shall again notify the
                  other Extending Banks as to the amount of Commitments
                  available to be purchased by them in the same manner as set
                  forth in this paragraph, with any commitment with respect to
                  such purchase to be delivered to the Administrative Agent and
                  the Borrower prior to the Extension Date.

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



                                       30
<PAGE>   36

                  by the Borrower after the Extension Date and on or prior to
                  the Termination Date (prior to its extension hereunder).

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

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

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

                  SECTION 2.06. Interest Rates. (a) "Applicable Margin" means:

                  (i)      until the first Performance Pricing Determination
         Date, (x) for any Base Rate Loan, 0.25%, (y) for each Euro-Dollar Loan,
         0.825%; provided, however, that Euro-Dollar Loans made under the
         Original Agreement which are outstanding on the Closing Date shall be
         adjusted to reflect the provisions of this Section 2.06 for the
         remainder of their respective Interest Periods; and

                  (ii)     subject to the proviso at the end of Section 2.06(a)
         (i), from and after the first Performance Pricing Determination Date,
         (x) for any Base Rate Loan, 0.25%, and (y) for each Euro-Dollar Loan,
         the percentage determined on each Performance Pricing Determination
         Date by reference to the table set forth below as to such type of Loan
         and the Debt Rating in effect on the last day of the quarterly or
         annual period ending immediately prior to such Performance Pricing
         Determination Date; provided, that if there is no Debt Rating, the
         Applicable Margin for Euro-Dollar Loans shall be based upon Level V of
         the table below.



                                       31
<PAGE>   37


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

         ------------------------------------------------------------------------------------------------------------
         Applicable Margin     0.675%            0.825%            .95%              1.10%            1.30%
         ------------------------------------------------------------------------------------------------------------
</TABLE>

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

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

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


                                       32
<PAGE>   38

rates appear on the Reuters Screen LIBO Page as of 11:00 A.M., London time, 2
Euro-Dollar Business Days prior to the first day of such Interest Period,
provided that (i) if more than one such offered rate appears on the Reuters
Screen LIBO Page, the "London Interbank Offered Rate" will be the arithmetic
average (rounded upward, if necessary, to the next higher 1/100th of 1%) of such
offered rates; (ii) if no such offered rates appear on such page, the "London
Interbank Offered Rate" for such Interest Period will be the arithmetic average
(rounded upward, if necessary, to the next higher 1/100th of 1%) of rates quoted
by not less than 2 major banks in New York City, selected by the Administrative
Agent, at approximately 10:00 A.M., New York City time, 2 Euro-Dollar Business
Days prior to the first day of such Interest Period, for deposits in Dollars
offered to leading European banks for a period comparable to such Interest
Period in an amount comparable to the principal amount of such Euro-Dollar Loan.

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

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

                  (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).



                                       33
<PAGE>   39

                  (b)      The Borrower shall pay to the Administrative Agent
for the ratable account of each Bank a facility fee (the "Facility Fee") on the
maximum amount of the aggregate Commitments in effect for any relevant period,
irrespective of usage, calculated in the manner provided in Section 2.06(a)(ii),
at a rate per annum equal to (i) for the period commencing on the Closing Date
to and including the first Performance Pricing Determination Date, 0.125%; and
(ii) from and after the first Performance Pricing Determination Date, the
percentage determined on each Performance Pricing Determination Date by
reference to the table set forth below and the Debt Rating for the quarterly or
annual period ending immediately prior to such Performance Pricing Determination
Date; provided, that if there is no Debt Rating, the Facility Fee shall be based
upon Level V of the table below. The Facility Fee shall accrue at all times from
and including the Closing Date to but excluding the Termination Date and shall
be payable, in arrears, on each March 31, June 30, September 30 and December 31
and on the Termination Date.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------

                    Level     Level     Level     Level           Level
                      I         II       III        IV              V
-------------------------------------------------------------------------------

<S>                <C>       <C>        <C>       <C>             <C>
Debt Rating         Above      BBB+     BBB       BBB-            Below BBB-
                    BBB+
-------------------------------------------------------------------------------

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


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

                  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



                                       34
<PAGE>   40

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

                  SECTION 2.10. Optional Prepayments (a) The Borrower may, upon
at least 1 Domestic Business Days' notice (or same Domestic Business Days'
notice as to Swing Loans) to the Administrative Agent, prepay any Base Rate
Borrowing in whole at any time, or from time to time in part in amounts
aggregating at least $5,000,000 or any larger multiple of $250,000 for
Syndicated Borrowings (with no minimum payment as to Swing Loan Borrowings), by
paying the principal amount to be prepaid together with accrued interest thereon
to the date of prepayment. Each such optional prepayment shall be applied to
prepay ratably the Base Rate Loans of the several Banks (or of Wachovia, as to
Swing Loans) included in such Base Rate Borrowing.

                  (b)      Subject to the provisions of Section 8.05(a) with
respect to any prepayment not made on the last day of the relevant Interest
Period, the Borrower may, upon at least 2 Euro-Dollar Business Days' notice (or
same Domestic Business Days' notice as to Swing Loans) to the Administrative
Agent, prepay any Fixed Rate Borrowing in whole at any time, or from time to
time in part in amounts aggregating at least $5,000,000 or any larger multiple
of $250,000 as to Syndicated Borrowings and Money Market Borrowings (with no
minimum payment as to Swing Loan Borrowings), by paying the principal amount to
be prepaid together with accrued interest thereon to the date of prepayment,
together with any amount required to be paid pursuant to Section 8.05(a). Each
such optional prepayment shall be applied to prepay ratably the Fixed Rate Loans
of the several Banks (or of Wachovia, as to Swing Loans) included in such Fixed
Rate Borrowing.

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

                  SECTION 2.11. Mandatory Prepayments. (a) On each date on which
the Commitments are reduced pursuant to Section 2.08, the Borrower shall repay
or prepay such principal amount of the outstanding Loans, if any (together with
interest accrued thereon and any amount required to be paid pursuant to Section
8.05(a)), as may be necessary so that after such payment the aggregate unpaid
principal amount of the Loans does not exceed the aggregate amount of the
Commitments as then reduced. On the



                                       35
<PAGE>   41

Termination Date, the Borrower shall make the payments required to be made
pursuant to Section 2.09.

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

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

                  SECTION 2.12. General Provisions as to Payments. (a) The
Borrower shall make each payment of principal of, and interest on, the
Syndicated Loans, Money Market Loans and Swing Loans and of fees hereunder, not
later than noon (Atlanta, Georgia time) on the date when due, in Federal or
other funds immediately available in Atlanta, Georgia, to the Administrative
Agent at its address referred to in Section 9.01. The Administrative Agent will
promptly distribute to each Bank its ratable share of each such payment received
by the Administrative Agent for the account of the Banks, and to Wachovia such
payment received by the Administrative Agent on account of the Swing Loans. If
the Administrative Agent fails to distribute to any Bank its ratable share of
any such payment (i) on the day received, if received not later than 1:00 p.m.
(Atlanta, Georgia time) or (ii) on the next Domestic Business Day, if received
after 1:00 p.m. (Atlanta, Georgia time) on such day, then such Bank shall be
entitled to recover such Bank's ratable share of such payment from the
Administrative Agent, together with interest thereon for each day during the
period from the date such Bank's ratable share of such payment shall have become
due until such distribution shall be made, at a rate per annum equal to the rate
at which the Administrative Agent determines that it obtained (or could have
obtained) overnight federal funds in such amount for each such day during such
period.

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



                                       36
<PAGE>   42

which case the date for payment thereof shall be the next preceding Euro-Dollar
Business Day.

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

                  In the event that the Borrower is required by applicable law
to make any such withholding or deduction of Taxes with respect to any Loan or
fee or other amount, the Borrower shall pay such deduction or withholding to the
applicable taxing authority, shall promptly furnish to any Bank in respect of
which such deduction or withholding is made all receipts and other documents
evidencing such payment, and shall pay to such Bank additional amounts as may be
necessary in order that the amount received by such Bank after the required
withholding or other payment shall equal the amount such Bank would have
received had no such withholding or other payment been made. If no withholding
or deduction of Taxes are payable in respect to any Loan or fee relating
thereto, the Borrower shall furnish any



                                       37
<PAGE>   43

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

                  Any Bank entitled to claim any additional amounts payable
pursuant to this Section 2.12 shall use its best efforts (consistent with its
internal policy and legal and regulatory restrictions) to change the
jurisdiction of its Lending Office if the making of such change would avoid the
need for, or reduce the amount of, any such additional amounts which may
thereafter 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


                                       38
<PAGE>   44

exemption is pending, the Borrower shall nonetheless remain obligated under the
terms of the immediately preceding paragraph.

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

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

                  SECTION 2.13. Computation of Interest and Fees. Interest on
Base Rate Loans shall be computed on the basis of a year of 360 days and paid
for the actual number of days elapsed (including the first day but excluding the
last day). Interest on Euro-Dollar Loans and Money Market Loans shall be
computed on the basis of a year of 360 days and paid for the actual number of
days elapsed, calculated as to each Interest Period from and including the first
day thereof to but excluding the last day thereof. Commitment fees and any other
fees payable hereunder shall be computed on the basis of a year of 365 days and
paid for the actual number of days elapsed (including the first day but
excluding the last day).

                  SECTION 2.14 Changes to Commitments. So long as the Borrower
has not reduced the Commitments, the Borrower may request that the Commitments
be increased to $350,000,000 (the "Maximum Commitment"). If the Borrower
requests that the total Commitments from the Banks then parties to this
Agreement be increased, the Administrative Agent shall promptly give notice of
such request (the "Commitment Increase Notice") to each Bank. Within five
Business Days of its receipt of a Commitment Increase Notice from the
Administrative Agent, each Bank that desires to increase its Commitment in
response to such request (each such Bank, a "Consenting Bank") shall deliver
notice to the Administrative Agent of its election to increase its Commitment
and the maximum amount of such increase to its Commitment (for each Consenting
Bank, its "Additional Commitment"), which may not be larger than the excess of
(a) the Maximum Commitment, over (b) the Commitments then in effect. The failure
of any Bank to so notify the Administrative Agent of its election and its
Additional Commitment, if any, shall be deemed to be a refusal to increase its
Commitment. If the sum of the Commitments then in effect plus the aggregate
Additional Commitments does not exceed



                                       39
<PAGE>   45

the Maximum Commitment, the Commitment of each Consenting Bank shall be
increased by its Additional Commitment. If the sum of the Commitments then in
effect plus the aggregate Additional Commitments exceeds the Maximum Commitment,
the Commitment of each Consenting Bank shall be increased by an amount equal to
the product of (i) such Consenting Bank's Additional Commitment multiplied by
(ii) the quotient of (a) the excess of (A) the Maximum Commitment, over (B) the
Commitments then in effect, divided by (b) the aggregate Additional Commitments
of all Consenting Banks. Any increase in the Commitments shall be effective as
of the tenth Business Day after the delivery of the Commitment Increase Notice;
provided, that the Commitments may not at any time exceed the Maximum
Commitment.

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


                                   ARTICLE III

                            CONDITIONS TO BORROWINGS

                  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




                                       40
<PAGE>   46

account of each Bank, complying with the provisions of Section 2.04, and from
each Bank which holds any of the Original Notes, such Original Notes, and a duly
executed Guaranty and Contribution Agreement;

                  (c) an opinion letter of King & Spalding, counsel for the
Borrower and the Guarantors, dated as of the Closing Date, substantially in the
form of Exhibit B and covering such additional matters relating to the
transactions contemplated hereby as the Administrative Agent or any Bank may
reasonably request;

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

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

                  (f) all documents which the Administrative Agent or any Bank
may reasonably request relating to the existence of the Borrower, the corporate
authority for and the validity of this Agreement, the Notes, the Guaranty and
the Contribution Agreement, and any other matters relevant hereto, all in form
and substance satisfactory to the Administrative Agent, including, without
limitation, certificates of incumbency of the General Partner and of the
Guarantors, signed by the Secretary or an Assistant Secretary of the General
Partner and the Guarantors, certifying as to the names, true signatures and
incumbency of the officer or officers of the General Partner and the Guarantors
authorized to execute and deliver the Loan Documents on behalf of the Borrower
or the Guarantors, and certified copies of the following items: (i) the
Borrower's Certificate of Limited Partnership; (ii) the Borrower's Partnership
Agreement, (iii) for the General Partner and the Guarantors, its Certificate of
Incorporation, (iv) for the General Partner and the Guarantors, its Bylaws, (v)
for the Borrower, the General Partner and the Guarantors, a certificate of the
Secretary of State of Georgia as to the valid existence of the Borrower, the
General Partner or the Guarantors as a Georgia limited partnership or
corporation, as the case may be, and certificates of good standing or valid
existence of the Borrower, the General Partner and the Guarantors as a foreign
limited partnership or corporation, as the case may be, in each other
jurisdiction in which it is required to be qualified and (vi) the action taken
by the Board of Directors of the General Partner and the Guarantors authorizing
(A) on behalf of the Borrower, the execution, delivery and performance of this



                                       41
<PAGE>   47

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

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

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

In addition, if the Borrower desires funding of a Euro-Dollar Loan on the
Closing Date, the Administrative Agent shall have received, the requisite number
of days prior to the Closing Date, a funding indemnification letter satisfactory
to it, pursuant to which (i) the Administrative Agent and the Borrower shall
have agreed upon the interest rate, amount of Borrowing and Interest Period for
such Euro-Dollar Loan, and (ii) the Borrower shall indemnify the Banks from any
loss or expense arising from the failure to close on the anticipated Closing
Date identified in such letter or the failure to borrow such Euro-Dollar Loan on
such date.

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

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

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

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

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

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



                                       42
<PAGE>   48

this Section, except to the extent otherwise disclosed pursuant to Section
5.01(c) or (d).

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

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

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

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

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



                                       43
<PAGE>   49

                  SECTION 4.04. Financial and Property Information. (a) The
balance sheet of PPI and the consolidated balance sheet of the Borrower and its
Consolidated Subsidiaries as of December 31, 1998 and the related consolidated
statements of income, shareholders' equity and cash flows for the Fiscal Year
then ended, in the case of PPI reported on by PriceWaterhouseCoopers LLP, copies
of which have been delivered to each of the Banks, fairly present, in all
material respects, in conformity with GAAP, the consolidated financial position
of PPI and the Borrower and its Consolidated Subsidiaries, respectively, as of
such date and their consolidated results of operations and cash flows for such
periods stated.

                  (b) Since December 31, 1998, there has been no event, act,
condition or occurrence having a Material Adverse Effect.

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

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

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

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

                  SECTION 4.07. Compliance with Laws; Payment of Taxes. The
Borrower, the Guarantors and the Subsidiaries are in compliance with all
applicable laws, regulations and similar requirements of governmental
authorities, except where (i) such compliance is being contested in good faith
through appropriate proceedings or (ii) any failure to comply does not have and
is not reasonably expected to cause a Material Adverse Effect. There have been
filed on behalf of the Borrower, the Guarantors and the Subsidiaries all
Federal, state and local income, excise,




                                       44
<PAGE>   50

property and other tax returns which are required to be filed by them and all
taxes due pursuant to such returns or pursuant to any assessment received by or
on behalf of the Borrower, the Guarantors or any Subsidiary have been paid,
except: (A) ad valorem taxes not in excess of an aggregate amount of $500,000;
and (B) other liabilities, if (1) they are being contested in good faith and
against which the Borrower, the Guarantors or Subsidiary has set up reserves in
accordance with GAAP, or (2) the aggregate amount involved is not in excess of
$2,500,000. The charges, accruals and reserves on the books of the Borrower, the
Guarantors and the Subsidiaries in respect of taxes or other governmental
charges are, in the opinion of the Borrower and the Guarantors, adequate. United
States income tax returns of PPI have been examined for the 1996 and 1997 Fiscal
Years and the examination reports with respect thereto have been accepted by the
District Director of the Internal Revenue Service.

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

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

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

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

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

                  SECTION 4.13. Full Disclosure. All information heretofore
furnished by the Borrower or the Guarantors to the Administrative Agent or any
Bank for purposes of or in connection with this Agreement or any transaction
contemplated hereby is, and all such information hereafter furnished by the
Borrower to the Administrative Agent or any Bank will be, true, accurate and



                                       45
<PAGE>   51

complete in all material respects or based on reasonable estimates on the date
as of which such information is stated or certified. The Borrower and the
Guarantors have disclosed to the Banks in writing any and all facts which have
had or are reasonably expected to cause a Material Adverse Effect.

                  SECTION 4.14. Environmental Matters. (a) Neither the Borrower,
the Guarantors nor any other Subsidiary is, to the knowledge of the Executive
Officers, subject to any Environmental Liability which has had or is reasonably
expected to cause a Material Adverse Effect and neither the Borrower, the
Guarantors nor any Subsidiary has been designated as a potentially responsible
party under CERCLA or under any state statute similar to CERCLA, except as
disclosed in writing to the Administrative Agent (and the Administrative Agent
shall promptly furnish a copy of any such disclosure to the Banks). None of the
Properties has been identified on any current or proposed (i) National
Priorities List under 40 C.F.R. ss. 300, (ii) CERCLIS list or (iii) any list
arising from a state statute similar to CERCLA, except as disclosed in writing
to the Administrative Agent.

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

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

                  SECTION 4.15. Partner Interests and Capital Stock. All Partner
Interests and Capital Stock, debentures, bonds, notes and all other securities
of the Borrower, the Guarantors and each of the Subsidiaries presently issued
and outstanding are validly and properly issued in accordance with all
applicable laws, including, but not limited to, the "Blue Sky" laws of all
applicable states and the federal securities laws, except where any such failure
to comply does not and is not reasonably expected to cause a Material Adverse
Effect. The issued shares



                                       46
<PAGE>   52

of Capital Stock of the Borrower's Wholly Owned Subsidiaries are owned by the
Borrower free and clear of any Lien or adverse claim. At least a majority of the
issued shares of non-voting Capital Stock of each of the Borrower's Subsidiaries
is owned by the Borrower free and clear of any Lien or adverse claim.

                  SECTION 4.16. Margin Stock. Neither the Borrower, the
Guarantors nor any of the Subsidiaries is engaged principally, or as one of its
important activities, in the business of purchasing or carrying any Margin
Stock, and no part of the proceeds of any Loan will be used to purchase or carry
any Margin Stock or to extend credit to others for the purpose of purchasing or
carrying any Margin Stock, or be used for any purpose which violates, or which
is inconsistent with, the provisions of Regulation X.

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

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

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

                  SECTION 4.20. Year 2000 Compliance. The Borrower (i) has
developed a program to evaluate the ability of its computer



                                       47
<PAGE>   53

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

                                   ARTICLE V

                                    COVENANTS

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

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

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

                  (b) as soon as available and in any event within 60 days after
the end of each of the first 3 Fiscal Quarters of each Fiscal Year, consolidated
balance sheets of each of PPI and of the Borrower and its Consolidated
Subsidiaries as of the end of such Fiscal Quarter and the related statement of
income and



                                       48
<PAGE>   54

statement of cash flows for such Fiscal Quarter and for the portion of the
Fiscal Year ended at the end of such Fiscal Quarter, setting forth in each case
in comparative form the figures for the corresponding Fiscal Quarter and the
corresponding portion of the previous Fiscal Year, all certified (subject to
normal year-end adjustments) as to fairness of presentation, GAAP and
consistency by an Executive Officer;

                  (c) simultaneously with the delivery of each set of financial
statements referred to in paragraphs (a) and (b) above, a certificate,
substantially in the form of Exhibit F (a "Compliance Certificate"), of an
Executive Officer (i) setting forth in reasonable detail the calculations
required to establish whether the Borrower was in compliance with the
requirements of Sections 5.03 through 5.09, inclusive, and Sections 5.11 and
5.24 on the date of such financial statements and (ii) stating whether any
Default exists on the date of such certificate and, if any Default then exists,
setting forth the details thereof and the action which the Borrower is taking or
proposes to take with respect thereto;

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

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

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

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



                                       49
<PAGE>   55

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

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

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

                  SECTION 5.02. Inspection of Property, Books and Records. The
Borrower and the Guarantors will (i) keep, and cause each other Consolidated
Subsidiary to keep, proper books of record and account in which full, true and
correct entries in conformity with GAAP shall be made of all dealings and
transactions in relation to its business and activities; and (ii) permit, and
cause each other Consolidated Subsidiary to permit, representatives of any Bank
at such Bank's expense prior to the occurrence of a Default and at the
Borrower's or the Guarantors' expense after the occurrence and during the
continuance of a Default to visit and inspect any of their respective
properties, to examine and make abstracts from any of their respective books and
records and to discuss their respective affairs, finances and accounts with
their respective officers, employees and independent public accountants. The
Borrower and the Guarantors agree to cooperate and assist in such visits and
inspections, in each case at such reasonable times, upon reasonable prior notice
to the Borrower or the Guarantors and as often as may reasonably be desired.

                  SECTION 5.03. Consolidated Total Secured Debt. The amount of
Consolidated Total Secured Debt will not at any time



                                       50
<PAGE>   56

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

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

                  SECTION 5.05. Interest Coverage. The ratio of (x) Consolidated
Income Available for Debt Service to (y) interest expense shall at all times
exceed 2.00 to 1.0, calculated at the end of each Fiscal Quarter, based on the
Fiscal Quarter just ended and the immediately preceding three Fiscal Quarters.

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

                  SECTION 5.07. Loans or Advances. Neither the Borrower nor any
Guarantor or Subsidiary shall make loans or advances to any Person except: (i)
deposits required by government agencies or public utilities; (ii) without
duplication, loans and advances made to the Borrower, any Guarantor or any
Subsidiary; provided, that loans and advances from the Borrower and the
Guarantors to Subsidiaries that are not Guarantors may not exceed an aggregate
amount outstanding at any time equal to 10% of Consolidated Total Assets; (iii)
loans or advances to directors, officers and employees in the ordinary course of
business in the aggregate outstanding at any time not exceeding $2,500,000.00;
and (iv) without duplication, other loans or advances made in the ordinary
course of business in the aggregate outstanding at any time not exceeding
$20,000,000 minus all amounts outstanding under clause (iii) of this Section
5.07 and minus Investments made and permitted pursuant to Section 5.09(D);
provided that after giving effect to the making of any loans, advances or
deposits permitted by clauses (i), (ii), (iii) or (iv), the Borrower will be in
full compliance with all the provisions of this Agreement.



                                       51
<PAGE>   57

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

                  SECTION 5.09. Investments. Neither the Borrower nor any
Guarantor shall make Investments in any Person except: (A) Investments in (i)
direct obligations of the United States Government maturing within one year,
(ii) certificates of deposit issued by a commercial bank whose credit is
satisfactory to the Administrative Agent, (iii) commercial paper rated A1 or the
equivalent thereof by Standard & Poor's Corporation or P1 or the equivalent
thereof by Moody's Investors Service, Inc. and in either case maturing within 9
months after the date of acquisition, (iv) tender bonds the payment of the
principal of and interest on which is fully supported by a letter of credit
issued by a United States bank whose long-term certificates of deposit are rated
at least AA or the equivalent thereof by Standard & Poor's Corporation and Aa or
the equivalent thereof by Moody's Investors Service, Inc. and/or (v) Investments
in debt or equity securities rated at least BBB+ or the equivalent thereof by
Standard & Poor's Corporation or at least Baa1 or the equivalent thereof by
Moody's Investors Service not exceeding an aggregate amount outstanding at any
time of $5,000,000; (B) Investments permitted by clauses (i), (ii) and (iii) of
Section 5.07 or by Section 5.08; (C) without duplication, Investments (exclusive
of loans and advances permitted under Section 5.07(ii)) from the Borrower in
Subsidiaries that are not Guarantors in an aggregate amount outstanding at any
time not in excess of 10% of Consolidated Total Assets; and (D) without
duplication, other Investments in an aggregate amount outstanding at any time
not exceeding $20,000,000 minus all amounts outstanding under clauses (iii) and
(iv) of Section 5.07.

                  SECTION 5.10. Dissolution. Neither the Borrower, any Guarantor
nor any of the Subsidiaries shall suffer or permit dissolution or liquidation
either in whole or in part or redeem or retire any shares of its own stock or
that of any Subsidiary, except to the extent permitted by Section 5.11 and
except for purchases by PPI of its own Capital Stock to the extent permitted by
Section 5.08, and subject to the rights of limited partners of the Borrower to
convert or exchange their Partner Interests in the Borrower to stock in PPI.

                  SECTION 5.11. Consolidations, Mergers and Sales of Assets. The
Borrower and the Guarantors will not, nor will the



                                       52
<PAGE>   58

Borrower permit any other Subsidiary to, consolidate or merge with or into, or
sell, lease or otherwise transfer all or any substantial part of its assets to,
any other Person, or discontinue or eliminate any business line or segment,
provided that

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

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

                  (c) the foregoing limitation on the sale, lease or other
transfer of assets and on the discontinuation or elimination of a business line
or segment shall not prohibit, during any Fiscal Quarter, a transfer of assets
or the discontinuance or elimination of a business line or segment (in a single
transaction or in a series of related transactions) unless the aggregate assets
to be so transferred or utilized in a business line or segment to be so
discontinued, when combined with all other assets transferred, and all other
assets utilized in all other business lines or segments discontinued, during
such Fiscal Quarter and the immediately preceding three (3) Fiscal Quarters,
either (x) constituted more than five percent (5%) of Consolidated Total Assets
at the end of the Fiscal Quarter immediately preceding such Fiscal Quarter, or
(y) contributed more than five percent (5%) of Consolidated Income Available for
Debt Service during the four (4) Fiscal Quarters immediately preceding such
Fiscal Quarter.

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

                  SECTION 5.12. Use of Proceeds. The proceeds of the Loans may
be used for general corporate and partnership purposes of the Borrower and the
Guarantors, and the Subsidiaries. No



                                       53
<PAGE>   59

portion of the proceeds of the Loans will be used by the Borrower or the
Guarantors (i) in connection with, whether directly or indirectly, any tender
offer for, or other acquisition of, stock of any corporation with a view towards
obtaining control of such other corporation, unless such tender offer or other
acquisition is to be made on a negotiated basis with the approval of the Board
of Directors of the Person to be acquired or (ii) for any purpose in violation
of any applicable law or regulation.

                  SECTION 5.13. Compliance with Laws; Payment of Taxes. (a) The
Borrower and the Guarantors will, and will cause each of the Subsidiaries and
each member of the Controlled Group to, comply with applicable laws (including
but not limited to ERISA), regulations and similar requirements of governmental
authorities (including but not limited to PBGC), except where (i) the necessity
of such compliance is being contested in good faith through appropriate
proceedings, or (ii) any failure to comply which does not have and is not
reasonably expected to cause a Material Adverse Effect. The Borrower and the
Guarantors will, and will cause each of the Subsidiaries to, pay promptly when
due all taxes, assessments, governmental charges, claims for labor, supplies,
rent and other obligations which, if unpaid, might become a Lien against the
Property of the Borrower, the Guarantors or any other Subsidiary, except (A)
liabilities being contested in good faith and against which, if requested by the
Administrative Agent, the Borrower, the Guarantors or Subsidiary will set up
reserves in accordance with GAAP, and (B) liabilities in an aggregate amount not
in excess of $2,500,000.

                  (b) If the Borrower or any other member of the Controlled
Group shall enter into a Multiemployer Plan, the Borrower and the Guarantors
shall not permit the aggregate complete or partial withdrawal liability under
Title IV of ERISA with respect to Multiemployer Plans incurred by the Borrower,
the Guarantors and members of the Controlled Group to exceed $5,000,000 at any
time. For purposes of this Section 5.13(b), the amount of withdrawal liability
of the Borrower and members of the Controlled Group at any date shall be the
aggregate present value of the amount claimed to have been incurred less any
portion thereof which the Borrower, the Guarantors and members of the Controlled
Group have paid or as to which the Borrower and the Guarantors reasonably
believe, after appropriate consideration of possible adjustments arising under
Sections 4219 and 4221 of ERISA, it and members of the Controlled Group will
have no liability, provided that the Borrower and the Guarantors shall obtain
prompt written advice from independent actuarial consultants supporting such
determination. The Borrower and the Guarantors agree (i) once in each year,
beginning with the first year in which the Borrower or any other member of the
Controlled Group enters into a Multiemployer Plan, to request and use its best
efforts to obtain a current statement (addressed to the Borrower and the
Administrative Agent) of the withdrawal liability of the Borrower and the
Guarantors and members of the Controlled Group from each Multiemployer Plan, if
any, and (ii)



                                       54
<PAGE>   60

to transmit a copy of such statement to the Administrative Agent and the Banks
within 15 days after the Borrower receives the same.

                  SECTION 5.14. Insurance. The Borrower and the Guarantors will
maintain, and will cause each of the Subsidiaries to maintain (either in the
name of the Borrower or the Guarantors' or such other Subsidiary's own name),
with financially sound and reputable insurance companies having an A.M. Best
rating of B+ or better, insurance on all its property in at least such amounts
and against at least such risks as are usually insured against in the same
general area by companies of established repute engaged in the same or similar
business.

                  SECTION 5.15. Change in Fiscal Year. The Borrower and the
Guarantors will not, and will cause the Subsidiaries to not, change its Fiscal
Year without the consent of the Required Banks.

                  SECTION 5.16. Maintenance of Property; Principal Business. The
Borrower and the Guarantors shall, and shall cause each other Subsidiary to,
maintain all of its properties and assets in good condition, repair and working
order, ordinary wear and tear excepted, and maintain all Property consisting of
apartment communities (other than Property consisting of land acquired with
existing improvements which are to be substantially demolished) in a first class
manner. The principal business operations of the Borrower and the Subsidiaries,
taken as a whole, will be directly or indirectly related to multi-family
residential Properties.

                  SECTION 5.17. Environmental Notices. Promptly upon any
Executive Officer's becoming aware thereof, the Borrower and the Guarantors
shall furnish to the Banks and the Administrative Agent prompt written notice of
all Environmental Liabilities, pending, threatened or anticipated Environmental
Proceedings, Environmental Notices, Environmental Judgments and Orders, and
Environmental Releases at, on, in, under or in any way affecting the Properties
or any adjacent property, which has had or is reasonably expected to cause a
Material Adverse Effect.

                  SECTION 5.18. Environmental Matters. The Borrower and the
Guarantors will not, and will cause the Subsidiaries to not, and will not permit
any Third Party to, use, produce, manufacture, process, treat, recycle,
generate, store, dispose of, manage at, or otherwise handle, or ship or
transport to or from the Properties any Hazardous Materials except for Hazardous
Materials such as cleaning solvents, pesticides and other materials used,
produced, manufactured, processed, treated, recycled, generated, stored,
disposed, managed, or otherwise handled in compliance in all material respects
with all applicable Environmental Requirements.

                  SECTION 5.19. Environmental Release. The Borrower and the
Guarantors agree that upon any Executive Officer's becoming



                                       55
<PAGE>   61

aware of the occurrence of an Environmental Release at or on any of the
Properties the Borrower will act immediately to investigate the extent of, and
to take appropriate action to remediate such Environmental Release, whether or
not ordered or otherwise directed to do so by any Environmental Authority.

                  SECTION 5.20. Transactions with Affiliates. Neither the
Borrower, any Guarantor nor any of the Subsidiaries shall enter into, or be a
party to, any transaction with any Affiliate of the Borrower, any Guarantor or
such other Subsidiary (which Affiliate is not PPI, the Borrower, the Guarantors
or a Wholly Owned Subsidiary), except as permitted by law and in the ordinary
course of business and pursuant to reasonable terms which are no less favorable
to Borrower or such Subsidiary than would be obtained in a comparable arm's
length transaction with a Person which is not an Affiliate.

                  SECTION 5.21. Qualification as a Real Estate Investment Trust;
General Partner. PPI shall at all times (i) remain qualified under the Code as a
real estate investment trust and (ii) be the General Partner. The Borrower will
not agree to amend or waive the requirements of Section 7.5A of the limited
partnership agreement of the Borrower, as in effect on the date of this
Agreement, as such requirements are applicable to the General Partner, without
the prior written consent of the Required Banks (which consent the Banks hereby
agree not to unreasonably withhold or delay).

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

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

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

                  (c) not permit any Significant Subsidiary to (x) be
"insolvent," within the meaning of such term as used in O.C.G.A. ss. 18-2-22 or
as defined in ss. 101 of the "Bankruptcy Code", or Section 2 of either the
"UFTA" or the "UFCA", or as defined or used in any "Other Applicable Law" (as
those terms are defined below), or (y) be unable to pay its debts generally as
such debts become due within the meaning of Section 548 of the Bankruptcy Code,
Section 4 of the UFTA or Section 6 of the UFCA, or (z) have an unreasonably
small capital to engage in any business or transaction in which it is engaged or
about to be engaged, within the meaning of Section 548 of the Bankruptcy Code,
Section 4 of the UFTA or Section 5 of the UFCA. For purposes of this Section
5.22(c), "Bankruptcy Code" means Title 11 of the United States



                                       56
<PAGE>   62

Code, "UFTA" means the Uniform Fraudulent Transfer Act, "UFCA" means the Uniform
Fraudulent Conveyance Act, and "Other Applicable Law" means any other applicable
state law pertaining to fraudulent transfers or acts voidable by creditors, in
each case as such law may be amended from time to time; and

                  (d) cause each Subsidiary which is or which becomes a
Significant Subsidiary to deliver to the Administrative Agent within 20 Business
Days after such event occurs (x) an executed counterpart of the Guarantee of the
Loans (substantially in the form set forth in Exhibit H) in favor of the Agent
and the Banks; (y) an executed counterpart of the Contribution Agreement
(substantially in the form set forth in Exhibit L); and (z) documents pertaining
to the Subsidiary reasonably requested by the Administrative Agent of the types
described in paragraph (f) of Section 3.01.

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

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

                  (b) Within 5 Business Days after the Borrower becomes aware
that its program to have its computer hardware and software systems and programs
become Year 2000 Compliant prior to January 1, 2000 has been delayed in any
material respect so that the Borrower reasonably expects that as a consequence
thereof there will exist or occur a Material Adverse Effect on or after January
1, 2000, a statement of such officer setting forth the details thereof and the
actions being taken by the Borrower in respect thereof; and

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

                  SECTION 5.24. Consolidated Fixed Charges Coverage Ratio. At
the end of each Fiscal Quarter, the Consolidated Fixed Charges Coverage Ratio
shall not have been less than 1.75 to 1.0.








                                       57
<PAGE>   63
                                   ARTICLE VI

                                    DEFAULTS

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

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

         (b) the Borrower or any Guarantor shall fail to observe or perform any
covenant contained in Sections 5.01(d), 5.02(ii), 5.03 to 5.06, inclusive,
5.08, 5.10 to 5.12, inclusive, 5.15 or 5.21; or

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

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

         (e) the Borrower or any Guarantor shall fail to make any payment in
respect of Debt in an aggregate amount in excess of $2,500,000 outstanding
(other than the Notes) when due or within any applicable grace period; or

         (f) any event or condition shall occur which results in the
acceleration of the maturity of Debt outstanding of the Borrower or a Guarantor
in an aggregate amount in excess of $2,500,000 (including, without limitation,
any required mandatory prepayment or "put" of such Debt to the Borrower or a
Guarantor) or enables (with any condition for the giving of notice or the lapse
of time, or both, having been satisfied) the holders of such Debt or any Person
acting on such holders' behalf to accelerate the maturity thereof (including,
without limitation, any required mandatory prepayment or "put" of such Debt to
the Borrower or a Guarantor); or



                                      58
<PAGE>   64

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

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

         (i) the Borrower or any member of the Controlled Group shall fail to
pay when due any material amount which it shall have become liable to pay to
the PBGC or to a Plan under Title IV of ERISA; or notice of intent to terminate
a Plan or Plans shall be filed under Title IV of ERISA by the Borrower, any
member of the Controlled Group, any plan administrator or any combination of
the foregoing; or the PBGC shall institute proceedings under Title IV of ERISA
to terminate or to cause a trustee to be appointed to administer any such Plan
or Plans or a proceeding shall be instituted by a fiduciary of any such Plan or
Plans to enforce Section 515 or 4219(c)(5) of ERISA and such proceeding shall
not have been dismissed within 30 days thereafter; or a condition shall exist
by reason of which the PBGC would be entitled to obtain a decree adjudicating
that any such Plan or Plans must be terminated; in each of the foregoing cases,
where the aggregate amount not so paid or the resulting withdrawal liability of
the Borrower, PPI or any Subsidiary is in excess of $2,500,000; or

         (j) one or more judgments or orders for the payment of money in an
aggregate amount in excess of $2,500,000 shall be rendered against the Borrower
or a Guarantor and such judgment or order shall continue unsatisfied and
unstayed for a period of 30 days; or

         (k) a federal tax lien shall be filed against any Property of the
Borrower or any Subsidiary under Section 6323 of the Code or a lien of the PBGC
shall be filed against any


                                      59
<PAGE>   65

Property of the Borrower or a Guarantor under Section 4068 of ERISA and in
either case such lien shall remain undischarged for a period of 25 days after
the date of filing, except where in either such case (i) the aggregate amount
involved is not in excess of $2,500,000, or (ii) such lien did not arise in
connection with a capital gains transaction and is being contested in good
faith and against which the Borrower or Subsidiary has set up reserves in
accordance with GAAP.

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

         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>   66

                                  ARTICLE VII

                            THE ADMINISTRATIVE AGENT

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

         SECTION 7.02. Reliance by Administrative Agent. The Administrative
Agent shall be entitled to rely upon any


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<PAGE>   67

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

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

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


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<PAGE>   68

other Loan Document or otherwise without having to account for the same to the
Banks.

         SECTION 7.05. Indemnification. Each Bank severally agrees to indemnify
the Administrative Agent, to the extent the Administrative Agent shall not have
been reimbursed by the Borrower, ratably in accordance with its Commitment, for
any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses (including, without limitation, counsel fees
and disbursements, but not including fees payable pursuant to the
Administrative Agent's Letter Agreement), or disbursements of any kind and
nature whatsoever which may be imposed on, incurred by or asserted against the
Administrative Agent in any way relating to or arising out of this Agreement or
any other Loan Document or any other documents contemplated by or referred to
herein or therein or the transactions contemplated hereby or thereby
(excluding, unless an Event of Default has occurred and is continuing, the
normal administrative costs and expenses incident to the performance of its
agency duties hereunder) or the enforcement of any of the terms hereof or
thereof or any such other documents; provided that (i) no Bank shall be liable
for any of the foregoing to the extent they arise from the negligence or wilful
misconduct of the Administrative Agent and (ii) no Designated Bank shall be
liable for any payment under this Section 7.05 so long as, and to the extent
that, its Designating Bank makes such payments. If any indemnity furnished to
the Administrative Agent for any purpose shall, in the opinion of the
Administrative Agent, be insufficient or become impaired, the Administrative
Agent may call for additional indemnity and cease, or not commence, to do the
acts indemnified against until such additional indemnity is furnished.

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

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

         SECTION 7.08. Nonreliance on Administrative Agent and Other Banks.
Each Bank agrees that it has, independently and


                                      63
<PAGE>   69

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

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

         SECTION 7.10. Resignation or Removal of Administrative Agent. Subject
to the appointment and acceptance of a successor Administrative Agent as
provided below, the Administrative Agent may resign at any time by giving
notice thereof to the Banks and the Borrower and the Administrative Agent may
be removed at any time with or without cause by the Required Banks. Upon any
such resignation or removal, the Required Banks shall have the right to appoint
a successor Administrative Agent, subject to the right of the Borrower, so long
as no Event of Default is in existence, to approve any such successor
Administrative Agent which is not then a Bank or an Affiliate thereof, which
approval shall not be unreasonably withheld or delayed. If no successor
Administrative Agent shall have been so appointed by the Required Banks and
shall have accepted such appointment within 30 days after the retiring
Administrative Agent's notice of resignation or the Required Banks' removal of
the retiring Administrative Agent, then the retiring Administrative Agent may,
on behalf of the Banks, appoint a successor Administrative Agent. Any successor
Administrative Agent shall be a bank which has a combined capital and surplus
of at least $500,000,000. Upon the acceptance of any appointment as
Administrative Agent hereunder by a successor


                                      64
<PAGE>   70

Administrative Agent, such successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Administrative Agent, and the retiring Administrative Agent
shall be discharged from its duties and obligations hereunder. After any
retiring Administrative Agent's resignation or removal hereunder as
Administrative Agent, the provisions of this Article VII shall continue in
effect for its benefit in respect of any actions taken or omitted to be taken
by it while it was acting as the Administrative Agent hereunder.


                                  ARTICLE VIII

                     CHANGE IN CIRCUMSTANCES; COMPENSATION

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

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

         (b) the Required Banks advise the Administrative Agent that the London
Interbank Offered Rate, as determined by the Administrative Agent will not
adequately and fairly reflect the cost to such Banks of funding the relevant
type of Euro-Dollar Loans for such Interest Period, the Administrative Agent
shall forthwith give notice thereof to the Borrower and the Banks, whereupon
until the Administrative Agent notifies the Borrower that the circumstances
giving rise to such suspension no longer exist, the obligations of the Banks to
make the type of Euro-Dollar Loans specified in such notice shall be suspended.
Unless the Borrower notifies the Administrative Agent at least 2 Domestic
Business Days before the date of any Borrowing of such type of Euro-Dollar
Loans for which a Notice of Borrowing has previously been given that it elects
not to borrow on such date, such Borrowing shall instead be made as a Base Rate
Borrowing.

         SECTION 8.02. Illegality. If, after the date hereof, the adoption of
any applicable law, rule or regulation, or any change therein, or any change in
the interpretation or administration thereof by any governmental authority,
central bank or comparable agency charged with the interpretation or
administration thereof (any such agency being referred to as an "Authority" and
any such event being referred to as a "Change of Law"), or compliance by any
Bank (or its Lending Office) with any request or directive (whether or not
having the force of law) of any Authority shall make it unlawful or impossible
for any Bank (or its Lending Office) to make, maintain or fund its Euro-Dollar
Loans and such Bank shall so notify the Administrative Agent, the
Administrative Agent shall forthwith give notice thereof to the other Banks and
the Borrower, whereupon until such Bank notifies


                                      65
<PAGE>   71

the Borrower and the Administrative Agent that the circumstances giving rise to
such suspension no longer exist, the obligation of such Bank to make
Euro-Dollar Loans shall be suspended. Before giving any notice to the
Administrative Agent pursuant to this Section, such Bank shall designate a
different Lending Office if such designation will avoid the need for giving
such notice and will not, in the judgment of such Bank, be otherwise
disadvantageous to such Bank. If such Bank shall determine that it may not
lawfully continue to maintain and fund any of its outstanding Euro-Dollar Loans
to maturity and shall so specify in such notice, the Borrower shall immediately
prepay in full the then outstanding principal amount of each Euro-Dollar Loan
of such Bank, together with accrued interest thereon. Concurrently with
prepaying each such Euro-Dollar Loan, the Borrower shall borrow a Base Rate
Loan in an equal principal amount from such Bank (on which interest and
principal shall be payable contemporaneously with the related Euro-Dollar Loans
of the other Banks), and such Bank shall make such a Base Rate Loan.

         SECTION 8.03. Increased Cost and Reduced Return. (a) If after the date
hereof, a Change of Law or compliance by any Bank (or its Lending Office) with
any request or directive (whether or not having the force of law) of any
Authority:

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

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

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


                                      66
<PAGE>   72

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

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

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

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


                                      67
<PAGE>   73

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

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

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

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

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

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


                                      68
<PAGE>   74

obligations under the Loan Documents or gross negligence or wilful misconduct)
as a result of:

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

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

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


                                   ARTICLE IX

                                 MISCELLANEOUS

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

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

         SECTION 9.03. Expenses; Documentary Taxes. The Borrower shall pay (i)
all reasonable out-of-pocket expenses actually incurred by the Administrative
Agent, including


                                      69
<PAGE>   75

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

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

         SECTION 9.05. Setoff; Sharing of Setoffs. (a) The Borrower agrees that
the Administrative Agent and each Bank (and Wachovia, as to the Swing Loans)
shall have a right of setoff for all indebtedness and obligations owing to them
from the Borrower upon all deposits or deposit accounts, of any kind, or any
interest in any deposits or deposit accounts thereof, now or hereafter pledged,
mortgaged, transferred or assigned to the Administrative Agent or any such Bank
or otherwise in the possession or control of the Administrative Agent or any
such Bank for any purpose for the account or benefit of the Borrower and
including any balance of any deposit account or of any credit of the Borrower
with the Administrative Agent or any such Bank,


                                      70
<PAGE>   76

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

         (b) Each Bank agrees that if it shall, by exercising any right of
setoff or counterclaim or otherwise (including, without limitation, from any
collateral hereafter obtained), receive payment of a proportion of the
aggregate amount of principal and interest owing with respect to the Syndicated
Loan Note held by it which is greater than the proportion received by any other
Bank in respect of the aggregate amount of all principal and interest owing
with respect to the Syndicated Loan Note held by such other Bank, the Bank
receiving such proportionately greater payment shall purchase such
participations in the Syndicated Loan Notes held by the other Banks owing to
such other Banks, and such other adjustments shall be made, as may be required
so that all such payments of principal and interest with respect to the
Syndicated Loan Notes held by the Banks owing to such other Banks shall be
shared by the Banks pro rata; provided that (i) nothing in this Section shall
impair the right of any Bank to exercise any right of setoff or counterclaim it
may have and to apply the amount subject to such exercise to the payment of
indebtedness of the Borrower other than its indebtedness under the Syndicated
Loan Notes, and (ii) if all or any portion of such payment received by the
purchasing Bank is thereafter recovered from such purchasing Bank, such
purchase from each other Bank shall be rescinded and such other Bank shall
repay to the purchasing Bank the purchase price of such participation to the
extent of such recovery together with an amount equal to such other Bank's
ratable share (according to the proportion of (x) the amount of such other
Bank's required repayment to (y) the total amount so recovered from the
purchasing Bank) of any interest or other amount paid or payable by the
purchasing Bank in respect of the


                                      71
<PAGE>   77

total amount so recovered. The Borrower agrees, to the fullest extent it may
effectively do so under applicable law, that any holder of a participation in a
Syndicated Loan Note or Money Market Loan Note, whether or not acquired
pursuant to the foregoing arrangements, may exercise rights of setoff or
counterclaim and other rights with respect to such participation as fully as if
such holder of a participation were a direct creditor of the Borrower in the
amount of such participation.

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

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

         (2) unless signed by all Banks, (i) change the Commitment of any Bank
or subject any Bank to any additional obligation, (ii) change the principal of
or rate of interest on any Loan or any fees (other than fees payable to the
Administrative Agent) hereunder, (iii) change the date fixed for any payment of
principal of or interest on any Loan or any fees hereunder, (iv) change the
amount of principal, interest or fees due on any date fixed for the payment
thereof, (v) change the percentage of the Commitments or of the aggregate
unpaid principal amount of the Notes, or the percentage of Banks, which shall
be required for the Banks or any of them to take any action under this Section
or any other provision of this Agreement, (vi) change the manner of application
of any payments made under this Agreement or the Notes, (vii) release or
substitute all or any substantial part of the collateral (if any) held as
security for the Loans, or (viii) release any Guarantee given to support
payment of the Loans, except as expressly provided in the last sentence of
Section 5.11.

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


                                      72
<PAGE>   78

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.

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

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

         SECTION 9.08. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns; provided that the Borrower may not
assign or otherwise transfer any of its rights under this Agreement.

         (b) Any Bank may at any time sell to one or more Persons (each a
"Participant") participating interests in any Loan owing to such Bank, any Note
held by such Bank, any Commitment hereunder or any other interest of such Bank
hereunder. In the event of any such sale by a Bank of a participating interest
to a Participant, such Bank's obligations under this Agreement shall remain
unchanged, such Bank shall remain solely responsible for the performance
thereof, such Bank shall remain the holder of any such Note for all purposes
under this Agreement, and the Borrower and the Administrative Agent shall
continue to deal solely and directly with such Bank in connection with such
Bank's rights and obligations under this Agreement. In no event shall a Bank
that sells a participation be obligated to the Participant to take or refrain
from taking any action hereunder except that such Bank may agree that it will
not (except as provided below), without the consent of the Participant, agree
to (i) the change of any date fixed for the


                                      73
<PAGE>   79

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 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


                                      74
<PAGE>   80

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.

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

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

         (g) Any Bank may at any time designate not more than one Designated
Bank to fund Money Market Loans on behalf of such Designating Bank subject to
the terms of this Section 9.08(g), and the provisions of Section 9.08(c) shall
not apply to such


                                      75
<PAGE>   81

designation. No Bank may have more than one Designated Bank at any time. Such
designation may occur either by the execution of the signature pages of this
Agreement by such Bank and Designated Bank next to the appropriate "Designating
Bank" and "Designated Bank" captions, or by execution by such parties of a
Designation Agreement subsequent to the date of this Agreement; provided, that
any Bank and its Designated Bank executing the signatures pages of this
Agreement as "Designating Bank" and "Designated Bank", respectively, on the
date hereof shall be deemed to have executed a Designation Agreement, and shall
be bound by the respective representations, warranties and covenants contained
therein, and such designation shall be conclusively deemed to be acknowledged
by the Borrower and the Administrative Agent. The parties to each such
designation occurring subsequent to the execution date hereof shall execute and
deliver to the Administrative Agent and the Borrower for their acknowledgment a
Designation Agreement. Upon such receipt of an appropriately completed
Designation Agreement executed by a Designating Bank and a designee
representing that it is a Designated Bank and acknowledged by the Borrower, the
Administrative Agent will acknowledge such Designation Agreement and will give
prompt notice thereof to the Borrower and the other Banks, whereupon, (i) the
Borrower shall execute and deliver to the Designating Bank a Designated Bank
Note payable to the order of the Designated Bank, (ii) from and after the
effective date specified in the Designation Agreement, the Designated Bank
shall become a party to this Agreement with a right to make Money Market Loans
on behalf of its Designating Bank pursuant to Section 2.03(g), and (iii) the
Designated Bank shall not be required to make payments with respect to any
obligations in this Agreement except to the extent of excess cash flow of such
Designated Bank which is not otherwise required to repay obligations of such
Designated Bank which are then due and payable; provided, however, that
regardless of such designation and assumption by the Designated Bank, the
Designating Bank shall be and remain obligated to the Borrower, the
Administrative Agent, the Syndication Agent, the Documentation Agent and the
Banks for each and every obligation of the Designating Bank and its related
Designated Bank with respect to this Agreement, including, without limitation,
any indemnification obligations under Section 7.05 and any sums otherwise
payable to the Borrower by the Designated Bank. Each Designating Bank shall
serve as the administrative agent of its Designated Bank and shall on behalf of
its Designated Bank: (i) receive any and all payments made for the benefit of
such Designated Bank and (ii) give and receive all communications and notices
and take all actions hereunder, including, without limitation, votes,
approvals, waivers, releases, consents and amendments under or relating to this
Agreement and the other Loan Documents. Any such notice, communication, vote,
approval, waiver, consent or amendment shall be signed by a Designating Bank as
administrative agent for its Designated Bank and need not be signed by such
Designated Bank on its own behalf. The Borrower, the Administrative Agent, the
Syndication Agent, the Documentation Agent and the Banks may rely thereon
without any


                                      76
<PAGE>   82

requirement that the Designated Bank sign or acknowledge the same. No
Designated Bank may assign or transfer all or any portion of its interest
hereunder or under any other Loan Document, other than via an assignment to its
Designating Bank or Liquidity Bank (but any assignment to a Liquidity Bank
shall not curtail or affect the appointment or rights of the Designating Bank
pursuant to Section 9.06(c) or Section 4 of the Designation Agreement, which
appointment and rights are irrevocable), if any, or otherwise in accordance
with the provisions of Section 2.03(g).

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

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


                                      77
<PAGE>   83

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.

         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


                                      78
<PAGE>   84

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 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


                                      79
<PAGE>   85

and against the Borrower personally, and against any assets of the Borrower,
within any other state or jurisdiction.

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

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

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



               [Signatures are contained on the following pages.]


                                      80
<PAGE>   86

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


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


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


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


                                      81
<PAGE>   87

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

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

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


                                      82
<PAGE>   88

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


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


                                      83
<PAGE>   89

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


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

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


                                      84
<PAGE>   90

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



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

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


                                      85
<PAGE>   91

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


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

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


                                      86
<PAGE>   92

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

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

                                           By:
                                                    Title:

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

                                           FOUR WINDS FUNDING CORPORATION
                                                                         (SEAL)

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


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

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


                                      87
<PAGE>   93

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



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

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


                                      88
<PAGE>   94

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


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

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


                                      89
<PAGE>   95

$10,000,000                                 PNC BANK, NATIONAL



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

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


                                      90
<PAGE>   96

                                                                    EXHIBIT A-1



                              SYNDICATED LOAN NOTE

                                Atlanta, Georgia
                                  May 7, 1999


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

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

         This Syndicated Loan Note is one of the Syndicated Loan Notes referred
to in the Third Amended and Restated Credit Agreement dated as of May 7, 1999
among the Borrower, the Banks listed on the signature pages thereof, SunTrust
Bank, Atlanta, as Documentation Agent, First Union National Bank, as
Syndication Agent and Wachovia Bank, N.A., as Administrative Agent (as the same
may be amended and modified from time to time, the "Amended and Restated Credit
Agreement"). Terms defined in the Amended and Restated Credit Agreement are
used herein with the same meanings. Reference is made to the Amended and
Restated Credit

                                      91
<PAGE>   97


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 GP Holdings, Inc., its
                                            sole general partner


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


                                      92
<PAGE>   98

                         Syndicated Loan Note (cont'd)

<TABLE>
<CAPTION>

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


                                      93
<PAGE>   99

                                                                     EXHIBIT A-2

                                SWING LOAN NOTE

                                Atlanta, Georgia
                                  May 7, 1999


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

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

         This Swing Loan Note is the Swing Loan Note referred to in the Third
Amended and Restated Credit Agreement dated as of May 7, 1999, among the
Borrower, the Banks listed on the signature pages thereof, SunTrust Bank,
Atlanta, as Documentation Agent, First Union National Bank, as Syndication
Agent and Wachovia Bank, N.A., as Administrative Agent (as the same may be
amended and modified from time to time, the "Amended and Restated Credit
Agreement"). Terms defined in the Amended and Restated Credit Agreement
are used herein with the same meanings. Reference is made to the Amended and
Restated Credit Agreement

                                      94
<PAGE>   100


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 GP Holdings, Inc., its
                                              sole general partner


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


                                      95
<PAGE>   101

                            Swing Loan Note (cont'd)
<TABLE>
<CAPTION>


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


                                      96
<PAGE>   102

                                                                    EXHIBIT A-3

                             MONEY MARKET LOAN NOTE

                               As of May 7, 1999


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

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

         This Money Market Loan Note is one of the Money Market Loan Notes
referred to in the Third Amended and Restated Credit Agreement dated as of May
7, 1999 among the Borrower, the Banks listed on the signature pages thereof,
SunTrust Bank, Atlanta, as Documentation Agent, First Union National Bank, as
Syndication Agent, and Wachovia Bank, N.A., as Administrative Agent (as amended
on even date herewith and as the same may hereafter be amended and modified
from time to time, the "Amended and Restated Credit Agreement"). Terms defined
in the Amended and Restated Credit Agreement are used herein with the same
meanings. Reference is made to the Amended and Restated Credit Agreement


                                      97
<PAGE>   103

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 GP Holdings, Inc., its
                                               sole general partner


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


                                      98
<PAGE>   104

                        Money Market Loan Note (cont'd)
<TABLE>
<CAPTION>


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

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

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

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

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

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

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

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

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


                                      99
<PAGE>   105

                                                                      EXHIBIT B
                          OPINION OF KING & SPALDING,
                            COUNSEL FOR THE BORROWER


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


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

         Re:      Third Amended and Restated Credit Agreement dated as of May
                  7, 1999, among Post Apartment Homes, L.P., the Banks listed
                  on the signature pages thereof, Wachovia Bank, N.A., as
                  Administrative Agent, First Union National Bank, as
                  Syndication Agent, and SunTrust Bank, Atlanta, as
                  Documentation Agent (the "Third Amended and Restated Credit
                  Agreement")

         We have acted as counsel for Post Apartment Homes, L.P. (the
"Borrower") in connection with the above-referenced Third Amended and Restated
Credit Agreement. Capitalized terms used in this opinion letter and not
otherwise defined herein shall have the respective meanings assigned to such
terms in the Third Amended and Restated Credit Agreement or in the "Credit
Agreement" (as defined in the Third Amended and Restated Credit Agreement), as
the case may be. We have also acted as counsel for Post Properties, Inc., Post
GP Holdings, Inc., and Post LP Holdings, Inc. (collectively, the "Guarantors")
in connection with the Guaranty and the Contribution Agreement.

         In connection with the opinions expressed in this letter, we have
examined each of the following documents dated as of May 7, 1999, as executed
by the Borrower or the Guarantors, as the case may be (collectively, the
"Transaction Documents"):

                  (1) the Third Amended and Restated Credit Agreement;

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

                  (3) the Guaranty; and


                                      100
<PAGE>   106

                  (4) the Contribution Agreement.

The Transaction Documents described in items (1), (2) and (3) above are herein
sometimes collectively referred to as the "Borrower Transaction Documents"; the
Transaction Documents described in items (3) and (4) above are herein sometimes
collectively referred to as the "Guarantor Transaction Documents."

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

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

         We have further assumed that (i) the Administrative Agent, the
Syndication Agent, the Documentation Agent, and the Banks have all requisite
power and authority to enter into and perform their respective obligations
under the Transaction Documents, (ii) the Third Amended and Restated Credit
Agreement has been duly authorized, executed and delivered by the Banks and the
Administrative Agent, the Syndication Agent, and the Documentation Agent
respectively, and constitute their legal, valid and binding obligations, and
(iii) to the extent applicable law requires that the Banks or the
Administrative Agent, the Syndication Agent, or the Documentation Agent act in
accordance with applicable duties of good faith or fair dealing, in a
commercially reasonable manner, or otherwise in compliance with applicable
legal requirements in


                                      101
<PAGE>   107

exercising their respective rights and remedies under the Transaction
Documents, the Banks and the Administrative Agent, the Syndication Agent, and
the Documentation Agent will fully comply with such legal requirements,
notwithstanding any provisions of the Transaction Documents that purport to
grant the Banks or the Administrative Agent, the Syndication Agent, or the
Documentation Agent the right to act or fail to act in a manner contrary to
such legal requirements, or based on its sole judgment or in its sole
discretion or provisions of similar import. We have also assumed that under no
circumstances, whether by reason of prepayment, acceleration or otherwise, will
the rate of interest payable by the Borrower or the Guarantors, including
without limitation, expenses of the Banks or the Administrative Agent, the
Syndication Agent, or the Documentation Agent chargeable to the Borrower or the
Guarantors, and other fees and charges for the use of money, whether or not
denominated as interest, exceed five percent (5%) per month.

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

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

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

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

3. The execution, delivery and performance by the Borrower of the Borrower
Transaction Documents (i) are within the Borrower's partnership powers, (ii)
have been duly authorized by all necessary partnership action (and, with
respect to the General Partner, all


                                      102
<PAGE>   108

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

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

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

6. Each of the Transaction Documents constitutes the valid and binding
obligation of the Borrower or the Guarantors, as the case


                                      103
<PAGE>   109

may be, enforceable against it or them in accordance with its terms, except:

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

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

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

                           (ii) those provisions of the Transaction Documents
                  providing for payment of interest on unpaid interest, or
                  imposing increased interest rates or late payment charges
                  upon delinquency in payment or other default or providing for
                  liquidated damages or for premiums on prepayment,
                  acceleration, or termination, to the extent any such
                  provisions may be deemed to be penalties or forfeitures;

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

                           (iv) those provisions of the Transaction Documents
                  providing that waivers or consents by a party may not be
                  given effect unless in writing or in compliance with
                  particular requirements, or that a party's course of


                                      104
<PAGE>   110

                  dealing, course of performance, or the like or failure or
                  delay in taking action may not constitute a waiver of related
                  rights or provisions, or that one or more waivers may not
                  under certain circumstances constitute a waiver of other
                  matters of the same kind;

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

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

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

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

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

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

                           (xi) those provisions of the Transaction Documents
                  purporting to require the Borrower or the Guarantors to waive
                  various rights, claims, and defenses, or to provide certain
                  remedies in favor of the Administrative Agent, the
                  Syndication Agent, the Documentation Agent or the Banks, to
                  the extent any such waivers or remedial provisions may not be
                  valid, binding or enforceable under applicable law; provided,
                  however, in our opinion, the inclusion of such waivers and
                  remedial provisions does not render any Transaction Document
                  invalid as a whole, and each Transaction Document otherwise
                  contains remedies adequate for the practical realization of
                  the benefits intended to be provided thereby assuming
                  compliance by the Administrative Agent and the Banks with
                  applicable


                                      105
<PAGE>   111

legal requirements and procedures of the State of Georgia.

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

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

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

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

                               Yours very truly,



                               KING & SPALDING



                                      106
<PAGE>   112

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


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


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

Dear Sirs:

         We have participated in the preparation of the Third Amended and
Restated Credit Agreement (the "Amended and Restated Credit Agreement") dated
as of May 7, 1999 among Post Apartment Homes, L.P., a Georgia limited
partnership (the "Borrower"), the banks listed on the signature pages thereof
(the "Banks"), SunTrust Bank, Atlanta, as Documentation Agent, First Union
National Bank, as Syndication Agent and Wachovia Bank, N.A., as Administrative
Agent (the "Administrative Agent"), and have acted as special counsel for the
Administrative Agent for the purpose of rendering this opinion pursuant to
Section 3.01(d) of the Amended and Restated Credit Agreement. Terms defined in
the Amended and Restated Credit Agreement are used herein as therein defined.

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

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

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


                                      107
<PAGE>   113

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,


                                      108
<PAGE>   114

                           ASSIGNMENT AND ACCEPTANCE
                                Dated ______ __,


         Reference is made to the Third Amended and Restated Credit Agreement
dated as of May 7, 1999 (together with all amendments and modifications
thereto, the "Amended and Restated Credit Agreement") among Post Apartment
Homes, L.P., a Georgia limited partnership (the "Borrower"), the Banks (as
defined in the Amended and Restated Credit Agreement), SunTrust Bank, Atlanta,
as Documentation Agent, First Union National Bank, as Syndication Agent and
Wachovia Bank, N.A., as Administrative Agent (the "Administrative Agent").
Terms defined in the Amended and Restated Credit Agreement are used herein with
the same meaning.

    ________________________________________________________________ (the
"Assignor") and ______________________________________________________ (the
"Assignee") agree as follows:

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

         2. The Assignor (i) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with the Amended and Restated Credit Agreement or the
execution, legality, validity, enforceability, genuineness, sufficiency or
value of the Amended and Restated Credit Agreement or any other instrument or
document furnished pursuant thereto, other than that it is the legal and
beneficial owner of the interest being assigned by it hereunder, that such
interest is free and clear of any adverse claim and that as of the date hereof
its Commitment (without giving effect to assignments thereof which have not yet
become effective) is $______ and the aggregate outstanding principal amount of
Syndicated Loans [and Swing Loans] [and Money Market Loans] owing to it
(without giving effect to assignments thereof which have not yet become
effective) is $__________[and $ , respectively]; (ii) makes no representation
or warranty and assumes no responsibility with respect to the financial
condition of the Borrower or the performance or observance by the Borrower of


                                      109
<PAGE>   115

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 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.


                                      110
<PAGE>   116

         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 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]


                                      111
<PAGE>   117



                              Wachovia Bank, N.A.,
                              As Administrative Agent

                              By:
                                 Title:


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

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


                                   By:
                                      [Name and title of Executive
                                           Officer]


                                      112
<PAGE>   118

                                                                      EXHIBIT E
                              NOTICE OF BORROWING

                             _____________________ ,


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

         Re:      Third Amended and Restated Credit Agreement (as amended and
                  modified from time to time, the "Amended and Restated Credit
                  Agreement") dated as of May 7, 1999 among Post Apartment
                  Homes, L.P., the Banks from time to time parties thereto,
                  SunTrust Bank, Atlanta, as Documentation Agent, First Union
                  National Bank, as Syndication Agent and Wachovia Bank, N.A.,
                  as Administrative Agent.

Gentlemen:

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

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

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

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

         <S>                                         <C>
         (a) Aggregate amount of Commitments         $
         (b) Borrowing Base per most recent
             Borrowing Base Certificate              $
</TABLE>

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

                                      113
<PAGE>   119

         (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)                                $

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


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


                                By: ________________________________
                                    [President or other authorized
                                    designee]


                                      114
<PAGE>   120

                                                                      EXHIBIT F


                             COMPLIANCE CERTIFICATE


         Reference is made to the Third Amended and Restated Credit Agreement
dated as of May 7, 1999 (as modified and supplemented and in effect from time
to time, the "Amended and Restated Credit Agreement") among Post Apartment
Homes, L.P., the Banks from time to time parties thereto, SunTrust Bank,
Atlanta, as Documentation Agent, First Union National Bank, as Syndication
Agent and Wachovia Bank, N.A., as Administrative Agent. Capitalized terms used
herein shall have the meanings ascribed thereto in the Amended and Restated
Credit Agreement.

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


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

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


                                      115
<PAGE>   121
                              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>
        (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             $

        Maximum Consolidated Total Secured
        Debt (greater of (c) and (e))                              $
</TABLE>

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.

        (a)     Consolidated Total Liabilities at end
                of most recent Fiscal Quarter              $

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

        (c)     Total Consolidated Total Debt (sum
                of (a) plus (b))                                   $

                                      116
<PAGE>   122


                              COMPLIANCE CHECK LIST
                           Post Apartment Homes, L.P.
                          ----------------------------


                             ----------------, ----


        (d)     Consolidated Total Assets Schedule - 1  $

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

        Maximum Ratio                                          0.60 to 1.00


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.

        (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

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 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.

        (a)     Consolidated Income Available
                for Debt Service                   Schedule - 4  $
                                                                  -------------
        (b)     interest expense                   Schedule - 4  $
                                                                  ------------
        (c)     taxes included in


                                      117

<PAGE>   123
                              COMPLIANCE CHECK LIST
                           Post Apartment Homes, L.P.
                          ----------------------------


                             ----------------, ----



               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                    $

5.      Loans and Advances (Section 5.07)

        Neither the Borrower nor any Guarantor or Subsidiary shall make loans or
        advances to any Person except: (i) deposits required by government
        agencies or public utilities; (ii) without duplication, loans and
        advances made to the Borrower, any Guarantor or any Subsidiary;
        provided, that loans and advances from the Borrower and the Guarantors
        to Subsidiaries that are not Guarantors may not exceed an aggregate
        amount outstanding at any time equal to 10% of Consolidated Total
        Assets; (iii) loans or advances to directors, officers and employees in
        the ordinary course of business in the aggregate outstanding at any time
        not exceeding $2,500,000.00; and (iv) without duplication, other loans
        or advances made in the ordinary course of business in the aggregate
        outstanding at any time not exceeding $20,000,000 minus all amounts
        outstanding under clause (iii) of this Section 5.07 and minus
        Investments made and permitted pursuant to Section 5.09(D); provided
        that after giving effect to the making of any loans, advances or
        deposits permitted by clauses (i), (ii), (iii) or (iv), the Borrower
        will be in full compliance with all the provisions of this Agreement.


                (a)      To non-Guarantor Subsidiaries             $

                (b)      Consolidated Total Assets
                         Schedule 2                                $

                (c)      10% of (b)                                $

                         Limitation             (a) may not exceed (c)

                                      118

<PAGE>   124
                              COMPLIANCE CHECK LIST
                           Post Apartment Homes, L.P.
                          ----------------------------


                             ----------------, ----


                (e)      To directors, officers and
                         employees                                 $

                         Limitation                                $ 2,500,000

                (f)      other                                     $

                         Limitation                                $        (2)
                                                                    ----------

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

        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 Guarantors 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.

        (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 $30,000,000)           [$]

---------------
(2)  $20,000,000 less amount in (e) of this paragraph 5 and amount in line (f)
     of paragraph 7 below.

                                      119

<PAGE>   125

                              COMPLIANCE CHECK LIST
                           Post Apartment Homes, L.P.
                          ----------------------------


                             ----------------, ----

7.      Investments (Section 5.09)

        Neither the Borrower nor the Guarantors shall make Investments in any
        Person except: (A) Investments in (i) direct obligations of the United
        States Government maturing within one year, (ii) certificates of deposit
        issued by a commercial bank whose credit is satisfactory to the
        Administrative Agent, (iii) commercial paper rated A1 or the equivalent
        thereof by Standard & Poor's Corporation or P1 or the equivalent thereof
        by Moody's Investors Service, Inc. and in either case maturing within 9
        months after the date of acquisition, (iv) tender bonds the payment of
        the principal of and interest on which is fully supported by a letter of
        credit issued by a United States bank whose long-term certificates of
        deposit are rated at least AA or the equivalent thereof by Standard &
        Poor's Corporation and Aa or the equivalent thereof by Moody's Investors
        Service, Inc. and/or (v) Investments in debt or equity securities rated
        at least BBB+ or the equivalent thereof by Standard & Poor's Corporation
        or at least Baa1 or the equivalent thereof by Moody's Investors Service
        not exceeding an aggregate amount outstanding at any time of $5,000,000;
        (B) Investments permitted by clauses (i), (ii) and (iii) of Section 5.07
        or by Section 5.08; (C) without duplication, Investments (exclusive of
        loans and advances permitted under Section 5.07(ii)) from the Borrower
        in Subsidiaries that are not Guarantors in an aggregate amount
        outstanding at any time not in excess of 10% of Consolidated Total
        Assets; and (D) without duplication, other Investments in an aggregate
        amount outstanding at any time not exceeding $20,000,000 minus all
        amounts outstanding under clauses (iii) and (iv) of Section 5.07.

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

                         Limitation                         $5,000,000

                (b)      Investments in non-Guarantor
                         Subsidiaries                       $
                                                             ---------
                (c)      Consolidated Total Assets
                         Schedule 2                         $
                                                             ---------

                (d)      10% of (c)                         $
                                                             ---------

                         Limitation    (b) may not exceed (d)


                                      120

<PAGE>   126

                              COMPLIANCE CHECK LIST
                           Post Apartment Homes, L.P.
                          ----------------------------


                             ----------------, ----

                (f)      Other                            $

                         Limitation                       $        (3)
                                                           ----------



8. Consolidations, Mergers and Sales of Assets (Section 5.11)

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

                (a) . . .

                (b) . . ., and

                (c) the foregoing limitation on the sale, lease or other
        transfer of assets and on the discontinuation or elimination of a
        business line or segment shall not prohibit, during any Fiscal Quarter,
        a transfer of assets or the discontinuance or elimination of a business
        line or segment (in a single transaction or in a series of related
        transactions) unless the aggregate assets to be so transferred or
        utilized in a business line or segment to be so discontinued, when
        combined with all other assets transferred, and all other assets
        utilized in all other business lines or segments discontinued, during
        such Fiscal Quarter and the immediately preceding three (3) Fiscal
        Quarters, either (x) constituted more than five percent (5%) of
        Consolidated Total Assets at the end of the Fiscal Quarter immediately
        preceding such Fiscal Quarter, or (y) contributed more than five percent
        (5%) of Consolidated Income Available for Debt Service during the four
        (4) Fiscal Quarters immediately preceding such Fiscal Quarter. . . .

                (a)      aggregate assets to be transferred
                         or aggregate assets used in
                         business line or segment to be
                         discontinued                           $

-----------------
(3)  $20,000,000 less amount on lines (e) and (f) of paragraph 5 above.


                                      121
<PAGE>   127


                              COMPLIANCE CHECK LIST
                           Post Apartment Homes, L.P.
                          ----------------------------


                             ----------------, ----

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

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

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

                (e)      5% of (d)                                $

                         Limitation: (c) may not exceed (e)

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

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


                (h)      5% of (f)                                $

                         Limitation: (g) may not exceed (h)


                                      122
<PAGE>   128
                              COMPLIANCE CHECK LIST
                           Post Apartment Homes, L.P.
                          ----------------------------


                             ----------------, ----


9.      Ratio of Consolidated Income Available for Debt Service to Consolidated
        Fixed Charges (Section 5.24)

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

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


        (b)  Consolidated Fixed Charges
             Schedule - 5                              $


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

        Minimum Ratio                                 1.75 to 1.00

                                      123
<PAGE>   129


                             COMPLIANCE CHECK LIST
                           Post Apartment Homes, L.P.
                         _____________________________



                          ________________, ________


                                                                    Schedule - 1

Consolidated Total Secured Debt

<TABLE>
<CAPTION>
                                                      INTEREST     FINAL
                                                       RATE(4)    MATURITY    TOTAL
Money Borrowed
<S>                                                   <C>         <C>         <C>
                                                                              $
------------------------------------------            --------   --------
                                                                              $
------------------------------------------            --------   --------
                                                                              $
------------------------------------------            --------   --------
                                                                              $
------------------------------------------            --------   --------
                                                                              $
------------------------------------------            --------   --------

                Total Money Borrowed                                $

Deferred Purchase Price
                                                                              $
------------------------------------------            --------   --------
                                                                              $
------------------------------------------            --------   --------
                                                                              $
------------------------------------------            --------   --------
                                                                              $
------------------------------------------            --------   --------
                                                                              $
------------------------------------------            --------   --------

                Total Deferred Purchase Price                                 $
</TABLE>

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

                                      124
<PAGE>   130

                              COMPLIANCE CHECK LIST
                           Post Apartment Homes, L.P.
                          ----------------------------


                             ----------------, ----


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

                Total Capitalized Leases                    $


                Total Consolidated Total Secured Debt       $

                                      125
<PAGE>   131

                              COMPLIANCE CHECK LIST
                           Post Apartment Homes, L.P.
                          ----------------------------


                             ----------------, ----


                                                                    Schedule - 2


                            Consolidated Total Assets


(a) net real estate assets                                    $

(b) depreciation on fixed assets                              $

(c) other tangible assets                                     $

Consolidated Total Assets (sum of (a)
        plus (b) plus (c)                                     $


                                      126
<PAGE>   132

                                                                    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
                and non-cash items                              ($        )
                                                                  --------
</TABLE>
                                      127
<PAGE>   133

<TABLE>
<S>                                                         <C>
        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                                          $



                Income Available for Debt Service
                (last 4 Fiscal Quarters)                         $
</TABLE>

                                      128
<PAGE>   134


                                                                    Schedule - 4


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

<TABLE>
<S>                                                         <C>
first quarter
        net income                                          $

        plus Minority Interests                                  $
                                                                  --------
        less extraordinary gains                                ($        )
                                                                  --------
        plus extraordinary losses                           $

        plus depreciation and amortization                       $

        plus losses from sales or joint ventures            $

        less gains from sales or joint ventures                 ($        )

        less decreases in deferred taxes
                and non-cash items                              ($        )
                                                                  --------
        plus increases in deferred taxes
                and non-cash items                               $

        plus interest expense                                    $

        plus taxes                                          $

second quarter
        net income                                          $

        plus Minority Interests                                  $
                                                                  --------
        less extraordinary gains                                ($        )
                                                                  --------
        plus extraordinary losses                           $

        plus depreciation and amortization                  $

        plus losses from sales or joint ventures            $

        less gains from sales or joint ventures                 ($        )
                                                                  --------
        less decreases in deferred taxes
                and non-cash items                              ($        )
                                                                  --------
        plus increases in deferred taxes
                and non-cash items                               $

        plus interest expense                                    $

        plus taxes                                          $


third quarter
        net income                                          $

        plus Minority Interests                                  $

        less extraordinary gains                                ($        )
                                                                  --------
        plus extraordinary losses                           $

        plus depreciation and amortization                  $

        plus losses from sales or joint ventures                 $

        less gains from sales or joint ventures                 ($        )
                                                                  --------
        less decreases in deferred taxes
                and non-cash items                              ($        )
                                                                  --------

</TABLE>
                                      129
<PAGE>   135

<TABLE>
<S>                                                         <C>
        plus increases in deferred taxes
                and non-cash items                                   $

        plus interest expense                                        $

        plus taxes                                          $


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>
                                      130
<PAGE>   136


                                                                    Schedule - 5


                           Consolidated Fixed Charges

<TABLE>
<S>                                                         <C>
____ quarter ____
        Consolidated Interest Expense                       $

        scheduled principal payments(5)                     $

        aggregate of all preferred dividends paid           $


____ quarter ____
        Consolidated Interest Expense                       $

        scheduled principal payments(6)                     $

        aggregate of all preferred dividends paid           $


____ quarter ____
        Consolidated Interest Expense                       $

        scheduled principal payments(7)                     $

        aggregate of all preferred dividends paid           $


____ quarter ____
        Consolidated Interest Expense                       $

        scheduled principal payments(8)                     $

        aggregate of all preferred dividends paid           $

        Consolidated Fixed Charges                          $
</TABLE>
-------------
(5) Balloon payments payable at maturity should be excluded.
(6) Balloon payments payable at maturity should be excluded.
(7) Balloon payments payable at maturity should be excluded.
(8) Balloon payments payable at maturity should be excluded.


                                      131
<PAGE>   137



                                                                       EXHIBIT G


                               [NAME OF BORROWER]

                               CLOSING CERTIFICATE


        Reference is made to the Third Amended and Restated Credit Agreement
(the "Amended and Restated Credit Agreement") dated as of May 7, 1999 among Post
Apartment Homes, L.P., the Banks listed therein, SunTrust Bank, Atlanta, as
Documentation Agent, First Union National Bank, as Syndication Agent, and
Wachovia Bank, N.A., as Administrative Agent. Capitalized terms used herein have
the meanings ascribed thereto in the Amended and Restated Credit Agreement.

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

        Certified as of May 7, 1999.



                                              By:
                                                 [Name and title of Executive
                                                  Officer]

                                      132
<PAGE>   138


                                                                       EXHIBIT H

                                    GUARANTY

                THIS GUARANTY (this "Guaranty") is made May 7, 1999, by POST
PROPERTIES, INC., POST GP HOLDINGS, INC. and POST LP HOLDINGS, INC., each a
Georgia corporation (each individually a "Guarantor," and collectively, the
"Guarantors," which terms shall include any subsidiary of Post Apartment Homes,
L.P. which becomes a Guarantor pursuant to Section 15 hereof and Section 5.22(d)
of the Amended and Restated Credit Agreement referred to below) in favor of the
Administrative Agent, for the ratable benefit of the Banks, under the Amended
and Restated Credit Agreement referred to below;

                                   WITNESSETH

                WHEREAS, POST APARTMENT HOMES, L.P., a Georgia limited
partnership (the "Borrower"), SUNTRUST BANK, ATLANTA, as Documentation Agent,
FIRST UNION NATIONAL BANK (formerly First Union National Bank of Georgia), as
Syndication Agent (the "Syndication Agent"), and WACHOVIA BANK, N.A., as
Administrative Agent (the "Administrative Agent"), and certain other Banks from
time to time party thereto have entered into a certain Third Amended and
Restated Credit Agreement dated as of May 7, 1999 (as amended as of even date
herewith and as it may be amended or modified further from time to time, the
"Amended and Restated Credit Agreement"), providing, subject to the terms and
conditions thereof, for extensions of credit to be made by the Banks to the
Borrower which will the benefit the Guarantors;

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

                WHEREAS, in consideration of the direct and indirect ownership
interests of the Guarantors in the Borrower and the financial and other support
that the Borrower has provided, and such financial and other support as the
Borrower may in the future provide, to the Guarantors, whether directly or
indirectly, and in order to induce the Banks, the Syndication Agent, the
Documentation Agent and the Administrative Agent to enter into the Amended and
Restated Credit Agreement, the Guarantors are willing to guarantee the
obligations of the Borrower under the Amended and Restated Credit Agreement, the
Notes, and the other Loan Documents;

                NOW, THEREFORE, in consideration of the premises and other good
and valuable consideration, the receipt and


                                      133
<PAGE>   139

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 Guarantors
incorporate herein by reference as fully as if set forth herein all of the
representations and warranties pertaining to the Guarantors contained in Article
IV of the Amended and Restated Credit Agreement (which representations and
warranties shall be deemed to have been renewed by the Guarantors upon each
Borrowing under the Amended and Restated Credit Agreement), except to the extent
otherwise disclosed to the Banks pursuant to Section 5.01(c) or (d) of the
Amended and Restated Credit Agreement).

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

                SECTION 4. The Guaranty. The Guarantors hereby unconditionally
and jointly and severally guarantee the full and punctual payment (whether at
stated maturity, upon acceleration or otherwise) of the principal of and
interest on each Note issued by the Borrower pursuant to the Amended and
Restated Credit Agreement, and the full and punctual payment of all other
amounts payable by the Borrower under the Amended and Restated Credit Agreement
(including, without limitation, all Syndicated Loans, Swing Loans and Money
Market Loans and interest thereon, and all compensation and indemnification
amounts and fees payable pursuant to the Amended and Restated Credit Agreement
and the 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, each Guarantor
agrees that it shall forthwith on demand pay the amount not so paid at the place
and in the manner specified in the Amended and Restated Credit Agreement, the
relevant Note or the relevant Loan Document, as the case may be.

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

                                      134
<PAGE>   140

                         (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 or guarantor of any of the
        Guaranteed Obligations;

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

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

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

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

                                      135
<PAGE>   141

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

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

                SECTION 8. Stay of Acceleration. If acceleration of the time for
payment of any amount payable by the Borrower under the Amended and Restated
Credit Agreement, any Note or any other Loan Document is stayed upon the
insolvency, bankruptcy or reorganization of the Borrower, all such amounts
otherwise subject to acceleration under the terms of the Amended and Restated
Credit Agreement, any Note or any other Loan Document shall nonetheless be
payable by the Guarantors hereunder forthwith on demand by the Administrative
Agent made at the request of the Required Banks.

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

                SECTION 10. No Waivers. No failure or delay by the
Administrative Agent, the Documentation Agent, the Syndication Agent or any
Banks in exercising any right, power or privilege hereunder shall operate as a
waiver thereof nor shall any single or partial exercise thereof preclude any
other or further

                                      136
<PAGE>   142

exercise thereof or the exercise of any other right, power or privilege. The
rights and remedies provided in this Guaranty, the Amended and Restated Credit
Agreement, the Notes, and the other Loan Documents shall be cumulative and not
exclusive of any rights or remedies provided by law.

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

                SECTION 12. Changes in Writing. Neither this Guaranty nor any
provision hereof may be changed, waived, discharged or terminated orally, but
only in writing signed by the Guarantors and the Administrative Agent, with the
consent of the Required Banks.

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

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

                                      137
<PAGE>   143

obligations of the Borrower under such Section shall devolve to the Guarantors
as to payments required to be made by the Guarantors hereunder.

                SECTION 15. Additional Guarantors; Release of Guarantors.
Section 5.22(d) of the Amended and Restated Credit Agreement provides that
Significant Subsidiaries must become Guarantors by, among other things,
executing and delivering to the Administrative Agent a counterpart of this
Guaranty. Any Subsidiary which executes and delivers to the Administrative Agent
a counterpart of this Guaranty shall be a Guarantor for all purposes hereunder.
Under certain circumstances described in the last sentence of Section 5.11 of
the Amended and Restated Credit Agreement, Guarantors may obtain from the
Administrative Agent a written release from this Guaranty pursuant to the
provisions of such sentence, and upon obtaining such written release, any such
Subsidiary shall no longer be a Guarantor hereunder. Each other Guarantor
consents and agrees to any such release and agrees that no such release shall
affect its obligations hereunder.

                                      138
<PAGE>   144


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

                                      POST PROPERTIES, INC.     (SEAL)


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

                                      Address:
                                      Post Properties, Inc.
                                      One Riverside
                                      4401 Northside Parkway
                                      Suite 800
                                      Atlanta, Georgia 30327-3057
                                      Attention:  John T. Glover,
                                                  President
                                      Telecopier number: 404-846-5656
                                      Confirmation number: 404-846-5000

                                      POST GP HOLDINGS, INC.     (SEAL)


                                      By: _____________________________
                                          Title:

                                      Address:
                                      Post GP Holdings, Inc.
                                      One Riverside
                                      4401 Northside Parkway
                                      Suite 800
                                      Atlanta, Georgia 30327-3057
                                      Attention:  John T. Glover,
                                                  President
                                      Telecopier number: 404-846-5656
                                      Confirmation number: 404-846-5000



                                      139
<PAGE>   145
                                     POST LP HOLDINGS, INC. (SEAL)

                                     By: _____________________________
                                         Title:

                                     Address:
                                     Post LP Holdings, Inc.
                                     One Riverside
                                     4401 Northside Parkway
                                     Suite 800
                                     Atlanta, Georgia 30327-3057
                                     Attention:  John T. Glover,
                                                 President
                                     Telecopier number: 404-846-5000
                                     Confirmation number: 404-846-5656


                                      140
<PAGE>   146


                                                                       EXHIBIT I

                           BORROWING BASE CERTIFICATE

                  Reference is made to the Third Amended and Restated Credit
Agreement dated as of May 7, 1999 (as modified and supplemented and in effect
from time to time, the "Amended and Restated Credit Agreement") among Post
Apartment Homes, L.P., the Banks from time to time parties thereto, SunTrust
Bank, Atlanta, as Documentation Agent, First Union National Bank, as Syndication
Agent and Wachovia Bank, N.A., as Administrative Agent. Capitalized terms used
herein shall have the meanings ascribed thereto in the Amended and Restated
Credit Agreement.

                  Pursuant to Section [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                      $

              (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
</TABLE>

                                      141
<PAGE>   147

<TABLE>
<S>                    <C>                                                        <C>
                       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)                                              $

                  (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
</TABLE>

                                      142
<PAGE>   148

<TABLE>
<S>                    <C>                                                        <C>
                       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
                       Guarantors (other than the Loans and any Debt owing
                       to the Borrower or the Guarantors) which is not
                       secured by a Lien                                          $

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

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

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


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


                                       By:
                                          [Name and title of Executive Officer]


                                      143
<PAGE>   149


                                                                       EXHIBIT J


                           MONEY MARKET QUOTE REQUEST

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

         Re:   Money Market Quote Request

                  This Money Market Quote Request is given in accordance with
Section 2.03 of the Third Amended and Restated Credit Agreement (as amended or
modified from time to time, the "Amended and Restated Credit Agreement") dated
as of May 7, 1999 among POST APARTMENT HOMES, L.P., the Banks from time to time
parties thereto, and SUNTRUST BANK, ATLANTA, as Documentation Agent, FIRST UNION
NATIONAL BANK, as Syndication Agent, and WACHOVIA BANK, N.A., as Administrative
Agent. Terms defined in the Amended and Restated Credit Agreement are used
herein as defined therein.

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

         1.    The proposed date of the Money Market Borrowing(s) shall be
               ______________, 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>   150



                                             Very truly yours,

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


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


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

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

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

                                      145
<PAGE>   151


                                                                       EXHIBIT K

                               MONEY MARKET QUOTE

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

         Re: Money Market Quote to


             This Money Market Quote is given in accordance with Section
2.03(c)(ii) of the Third Amended and Restated Credit Agreement (as amended or
modified from time to time, the "Amended and Restated Credit Agreement") dated
as of May 7, 1999 among POST APARTMENT HOMES, L.P. (the "Borrower"), the Banks
from time to time parties thereto, SUNTRUST BANK, ATLANTA, as Documentation
Agent, FIRST UNION NATIONAL BANK, as Syndication Agent, and Wachovia Bank, N.A.,
as Administrative Agent. Terms defined in the Amended and Restated Credit
Agreement are used herein as defined therein.

            In response to the Borrower's Money Market Quote Request dated
___________, 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>   152


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

                                 Very truly yours,

                                 [Name of Bank]



Dated:                           By: __________________________________________
                                     Authorized Officer

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

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

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

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

                                      147
<PAGE>   153

                                                                       EXHIBIT L

                          Form of Designation Agreement

                            Dated __________________,

         Reference is made to that certain Third Amended and Restated Credit
Agreement dated as of May 7, _____ (as amended prior to the date hereof and as
it may hereafter be amended, supplemented or otherwise modified from time to
time, the "Credit Agreement") by and among Post Apartment Homes, L.P., as the
Borrower, the Banks parties thereto, Wachovia Bank, N.A., as Administrative
Agent (the "Administrative Agent"), First Union National Bank, as Syndication
Agent, and SunTrust Bank, Atlanta, as Documentation Agent. Terms defined in the
Credit Agreement are used herein with the same meaning.

         [NAME OF DESIGNATING BANK] (the "Designating Bank") and [NAME OF
DESIGNEE] (the "Designee") agree as follows:

         1.       Pursuant to Section 9.08(g) of the Credit Agreement, the
Designating Bank hereby designates the Designee, and the Designee hereby accepts
such designation, to have a right to make Money Market Loans pursuant to Section
2.03(g) of the Credit Agreement. Any assignment by Designating Bank to Designee
of its rights to make a Money Market Loan pursuant to such Section 2.03(g) shall
be effective at the time of the funding of such Money Market Loan and not before
such time.

         2.       Except as set forth in Section 7, below, the Designating Bank
makes no representation or warranty and assumes no responsibility pursuant to
this Designation Agreement with respect to (a) any statements, warranties or
representations made in or in connection with any Loan Document or the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of any Loan Document or any other instrument and document furnished pursuant
thereto and (b) the financial condition of the Borrower or the performance or
observance by the Borrower of any of its obligations under any Loan Document or
any other instrument or document furnished pursuant thereto.

         3.       The Designee (a) confirms that it has received a copy of each
Loan Document, together with copies of the financial statements referred to in
Sections 4.04 and 5.01(a) and (b) (for periods for which such financial
statements are available) of the Credit Agreement and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Designation Agreement; (b) agrees that it will
independently and without reliance upon the Administrative Agent, the
Documentation Agent, the Syndication Agent, the Designating Bank or any other
Bank and based on such documents and information as it shall deem appropriate at
the time, continue to make its own credit decisions in taking or not taking
action under any Loan Document; (c) confirms that it is a



                                      148
<PAGE>   154

Designated Bank; (d) appoints and authorizes the Administrative Agent to take
such action as the Administrative Agent on its behalf and to exercise such
powers and discretion under any Loan Document as are delegated to the
Administrative Agent by the terms thereof, together with such powers and
discretion as are reasonably incidental thereto; and (e) agrees that it will
perform in accordance with their terms all of the obligations which by the terms
of any Loan Document are required to be performed by it as a Bank.

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

         5.       Following the execution of this Designation Agreement by the
Designating Bank and its Designee, it will be delivered to the Borrower for
acknowledgment and to the Administrative Agent for acknowledgment and recording
by the Administrative Agent. The effective date for this Designation Agreement
(the "Effective Date") shall be the date of acknowledgment hereof by the
Administrative Agent, unless otherwise specified on the signature page thereto.

         6.       The Designating Bank and, by execution of their respective
acknowledgments below, the Borrower and the Administrative Agent, each hereby
(i) acknowledges that the Designee is relying on the non-petition provisions of
Section 9.19 of the Credit Agreement as agreed to by all signatories thereto and
(ii) reaffirms that it will not institute against the Designee or join any other
Person in instituting against the Designee any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under any federal or state
bankruptcy or similar law for one year and done day after the payment in full of
the latest maturing commercial paper note issued by the Designee.

         7.       The Designating Bank unconditionally agrees to pay or
reimburse the Designee and save the Designee harmless against all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or mature whatsoever which may be imposed
or asserted by any of the parties to the Loan Documents against the Designee, in
its



                                      149
<PAGE>   155

capacity as such, in any way relating to or arising out of this Agreement or any
other Loan Documents or any action taken or omitted by the Designee hereunder or
thereunder, provided that the Designating Bank shall not be liable for any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements if the same results from the
Designee's gross negligence or willful misconduct.

         8.       Upon such acceptance and recording by the Administrative
Agent, as of the Effective Date, the Designee shall be a party to the Credit
Agreement with a right to make Money Market Loans as a Designated Bank pursuant
to Section 2.03(g) of the Credit Agreement and the rights and obligations of a
Designated Bank related thereto; provided, however, that the Designee shall not
be required to make payments with respect to such obligations except to the
extent of excess cash flow of the Designee which is not otherwise required to
repay obligations of the Designee Bank which are then due and payable.
Notwithstanding the foregoing, the Designating Bank shall be and remain
obligated to the Borrower, the Administrative Agent, the Documentation Agent,
the Syndication Agent and the Banks for each and every of the obligations of the
Designee and the Designating Bank with respect to the Credit Agreement,
including, without limitation, any indemnification obligations under Section
7.05 of the Credit Agreement and any sums otherwise payable to the Borrower by
the Designee.

         9.       This Designation Agreement shall be governed by and construed
in accordance with the laws of the State of [GEORGIA][NEW YORK][OTHER
JURISDICTION CHOSEN BY DESIGNATING BANK AND DESIGNATED BANK].

         10.      This Designation Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Designation Agreement by facsimile
transmission shall be effective as delivery of a manually executed counterpart
of this Designation Agreement.

         IN WITNESS WHEREOF, the Designating Bank and the Designee intending to
be legally bound, have caused this Designation Agreement to be executed by their
officers thereunto duly authorized as of the date first above written.

                                                 [NAME OF DESIGNATING BANK]
                                                 as Designating Bank

                                                 By:
                                                 Title:

                                                 [NAME OF DESIGNEE], as Designee



                                      150
<PAGE>   156

                                                 By:
                                                 Title:
                                                 Lending Office (and address for
                                                 notices):


Acknowledged this _____ day                        Acknowledged this _____
day
of ________________, ____                                of  ________________,
____
(the "Effective Date")

WACHOVIA BANK, N.A.                              POST APARTMENT HOMES, L.P.
as the Administrative Agent                      as the Borrower

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

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



                                      151
<PAGE>   157

                                                                       EXHIBIT M

                             CONTRIBUTION AGREEMENT

                  THIS CONTRIBUTION AGREEMENT (this "Agreement") is entered into
as of May 7, 1999 by and between POST APARTMENT HOMES, L.P., a Georgia limited
partnership (the "Principal"), POST PROPERTIES, INC., POST GP HOLDINGS, INC. and
POST LP HOLDINGS, INC., each a Georgia corporation (collectively, the
"Guarantors" and, together with any subsidiary of the Principal which becomes a
Guarantor pursuant to the last paragraph hereof, Section 15 of the Guaranty
referred to below and Section 5.23 of the Credit Agreement referred to below).
The Principal and each of the Guarantors are sometimes hereinafter referred to
individually as a "Contributing Party" and collectively as the "Contributing
Parties."

                              W I T N E S S E T H:

                  WHEREAS, pursuant to that certain Third Amended and Restated
Credit Agreement, dated as of even date herewith, among the Principal, the Banks
party thereto and SunTrust Bank, Atlanta, as Documentation Agent, First Union
National Bank, as Syndication Agent, and Wachovia Bank, N.A., as Administrative
Agent, and certain other Banks from time to time party thereto (such agreement,
as the same may from time to time be amended, modified, restated or extended,
being hereinafter referred to as the "Credit Agreement"; capitalized terms used
herein shall have the meanings ascribed thereto in the Credit Agreement), the
Banks have agreed to extend financial accommodations to the Principal;

                  WHEREAS, as a condition, among others, to the willingness of
the Administrative Agent and the Banks to enter into the Credit Agreement, they
have required that PPI, the Guarantors and each Significant Subsidiary execute
and deliver that certain Guaranty, dated as of even date herewith (such
agreement, as the same may from time to time be amended, modified, restated or
extended, being hereinafter referred to as the "Guaranty"), pursuant to which,
among other things, the Guarantors have jointly and severally agreed to
guarantee the "Guaranteed Obligations" (as defined in the Guaranty); and

                  WHEREAS, each of the Guarantors will derive direct or indirect
economic benefit from the effectiveness and existence of the Credit Agreement;

                  NOW, THEREFORE, in consideration of the premises and the
covenants hereinafter contained, and to induce each Guarantor to enter into the
Guaranty, it is agreed as follows:

                  To the extent that any Guarantor shall, under the Guaranty,
make a payment (a "Guarantor Payment") of a portion of the Guaranteed
Obligations, then, without limiting its rights of subrogation against the
Principal, such Guarantor shall be entitled to contribution and indemnification
from, and be



                                      152
<PAGE>   158

reimbursed by, each of the other Contributing Parties in an amount, for each
such Contributing Party, equal to a fraction of such Guarantor Payment, the
numerator of which fraction is such Contributing Party's Allocable Amount and
the denominator of which is the sum of the Allocable Amounts of all of the
Contributing Parties.

                  As of any date of determination, the "Allocable Amount" of
each Contributing Party shall be equal to the maximum amount of liability which
could be asserted against such Contributing Party hereunder with respect to the
applicable Guarantor Payment without (i) rendering such Contributing Party
"insolvent" within the meaning of Section 101(31) of the Federal Bankruptcy Code
(the "Bankruptcy Code") or Section 2 of either the Uniform Fraudulent Transfer
Act (the "UFTA") or the Uniform Fraudulent Conveyance Act (the "UFCA"), (ii)
leaving such Contributing Party with unreasonably small capital, within the
meaning of Section 548 of the Bankruptcy Code or Section 4 of the UFTA or
Section 5 of the UFCA, or (iii) leaving such Contributing Party unable to pay
its debts as they become due within the meaning of Section 548 of the Bankruptcy
Code or Section 4 of the UFTA or Section 6 of the UFCA.

                  This Agreement is intended only to define the relative rights
of the Contributing Parties, and nothing set forth in this Agreement is intended
to or shall impair the obligations of the Guarantors, jointly and severally, to
pay any amounts, as and when the same shall become due and payable in accordance
with the terms of the Guaranty.

                  The parties hereto acknowledge that the rights of contribution
and indemnification hereunder shall constitute assets in favor of each Guarantor
to which such contribution and indemnification is owing.

                  This Agreement shall become effective upon its execution by
each of the Contributing Parties and shall continue in full force and effect and
may not be terminated or otherwise revoked by any Contributing Party until all
of the Guaranteed Obligations shall have been indefeasibly paid in full (in
lawful money of the United States of America) and discharged and the Credit
Agreement and financing arrangements evidenced and governed by the Credit
Agreement shall have been terminated. Each Contributing Party agrees that if,
notwithstanding the foregoing, such Contributing Party shall have any right
under applicable law to terminate or revoke this Agreement, and such
Contributing Party shall attempt to exercise such right, then such termination
or revocation shall not be effective until a written notice of such revocation
or termination, specifically referring hereto and signed by such Contributing
Party, is actually received by each of the other Contributing Parties and by the
Administrative Agent at its notice address set forth in the Credit Agreement.
Such notice shall not affect the right or power of any Contributing Party to
enforce rights arising prior to receipt of such written notice by



                                      153
<PAGE>   159

each of the other Contributing Parties and the Administrative Agent. If any Bank
grants additional loans to the Principal or takes other action giving rise to
additional Guaranteed Obligations after any Contributing Party has exercised any
right to terminate or revoke this Agreement but before the Administrative Agent
receives such written notice, the rights of each other Contributing Party to
contribution and indemnification hereunder in connection with any Guarantor
Payments made with respect to such loans or Guaranteed Obligations shall be the
same as if such termination or revocation had not occurred.

         Section 5.22(d) of the Credit Agreement provides that Significant
Subsidiaries must become Guarantors, and Subsidiaries which are not Significant
Subsidiaries may elect to become Guarantors, by, among other things, executing
and delivering to the Administrative Agent a counterpart of the Guaranty and of
this Contribution Agreement. Any Subsidiary which executes and delivers to the
Administrative Agent a counterpart of the Guaranty and of this Contribution
Agreement shall be a Guarantor for all purposes hereunder. Under certain
circumstances described in the last sentence of Section 5.11 of the Credit
Agreement, Subsidiaries may obtain from the Administrative Agent a written
release from the Guaranty pursuant to the provisions of such sentence, and upon
obtaining such written release, any such Subsidiary shall no longer be a
Guarantor or Contributing Party hereunder, and such release shall automatically
and without further action constitute a release by each other Contributing Party
of all obligations of such Subsidiary hereunder. Each other Guarantor consents
and agrees to any such release and agrees that no such release shall affect its
obligations hereunder, except as to the Subsidiary so released.


                  IN WITNESS WHEREOF, each Contributing Party has executed and
delivered this Agreement, under seal, as of the date first above written.

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


                                             By:
                                                --------------------------------
                                                    R. Byron Carlock
                                                    Executive Vice President


                                        POST PROPERTIES, INC.     (SEAL)


                                        By:
                                           -------------------------------------
                                             R. Byron Carlock
                                             Executive Vice President



                                      154
<PAGE>   160

                                        Address:
                                        Post Properties, Inc.
                                        One Riverside
                                        4401 Northside Parkway
                                        Suite 800
                                        Atlanta, Georgia 30327-3057
                                        Attention:  John T. Glover,
                                                    President
                                        Telecopier number: 404-846-5656
                                        Confirmation number: 404-846-5000

                                        POST GP HOLDINGS, INC.     (SEAL)


                                        By:
                                            R. Byron Carlock
                                            Executive Vice President

                                        Address:
                                        Post GP Holdings, Inc.
                                        One Riverside
                                        4401 Northside Parkway
                                        Suite 800
                                        Atlanta, Georgia 30327-3057
                                        Attention:  John T. Glover,
                                                    President
                                        Telecopier number: 404-846-5656
                                        Confirmation number: 404-846-5000

                                        POST LP HOLDINGS, INC. (SEAL)


                                        By:
                                            R. Byron Carlock
                                            Executive Vice President

                                        Address:
                                        Post LP Holdings, Inc.
                                        One Riverside
                                        4401 Northside Parkway
                                        Suite 800
                                        Atlanta, Georgia 30327-3057
                                        Attention:  John T. Glover,
                                                    President
                                        Telecopier number: 404-846-5656
                                        Confirmation number: 404-846-5000



                                      155
<PAGE>   161

                                                                   Schedule 4.08


                                  Subsidiaries

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------

                                                              JURISDICTION OF
                                                              ---------------
                 NAME                                     INCORPORATION/CREATION
                 ----                                     ----------------------
------------------------------------------------------------------------------------------------

<S>                                                       <C>
Addison Circle Access, Inc.                               DE
------------------------------------------------------------------------------------------------

Addison Circle One, Ltd.                                  TX
------------------------------------------------------------------------------------------------

Addison Circle Two, Ltd.                                  TX
------------------------------------------------------------------------------------------------

Akard-McKinney Investment, LLC                            TX
------------------------------------------------------------------------------------------------

Armada Homes, Inc.                                        DE
------------------------------------------------------------------------------------------------

Armada Residences, L.P.                                   GA
------------------------------------------------------------------------------------------------

Briarcliff Commercial Property, LLC                       GA
------------------------------------------------------------------------------------------------

Columbus Management Services, LLC                         TX
------------------------------------------------------------------------------------------------

Cumberland Lake, Inc.                                     GA
------------------------------------------------------------------------------------------------

Greenwood Residential, LLC                                TX
------------------------------------------------------------------------------------------------

Miller-Post Development Group, LLC                        GA
------------------------------------------------------------------------------------------------

MT Acquisitions, LLC                                      GA
------------------------------------------------------------------------------------------------

Post Asset Management, Inc.                               GA
------------------------------------------------------------------------------------------------

Post Aviation, LLC                                        GA
------------------------------------------------------------------------------------------------

Post Development Services Limited
Partnership                                               GA
------------------------------------------------------------------------------------------------

Post Landscape Group, Inc.                                GA
------------------------------------------------------------------------------------------------

Post Rice Lofts, LLC                                      TX
------------------------------------------------------------------------------------------------

Post Services, Inc.                                       GA
------------------------------------------------------------------------------------------------

Post Travel, Inc.                                         GA
------------------------------------------------------------------------------------------------

Post Uptown, LLC                                          TX
------------------------------------------------------------------------------------------------

Post-AmerUs American Beauty Mill, LP                      GA
------------------------------------------------------------------------------------------------

Post-AmerUs Bennie Dillon, LP                             GA
------------------------------------------------------------------------------------------------

Post-AmerUs Rice Lofts, LP                                GA
------------------------------------------------------------------------------------------------
</TABLE>



                                      156
<PAGE>   162

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------

                                                              JURISDICTION OF
              NAME                                        INCORPORATION/CREATION
              ----                                        ----------------------
------------------------------------------------------------------------------------------------

<S>                                                       <C>
Post-AmerUs Wilson Building, LP                           GA
------------------------------------------------------------------------------------------------

RAM Partners, Inc.                                        GA
------------------------------------------------------------------------------------------------

Residential Ventures, Inc.                                GA
------------------------------------------------------------------------------------------------

Rice Lofts, LP                                            TX
------------------------------------------------------------------------------------------------

Rocky Point Management, Inc.                              GA
------------------------------------------------------------------------------------------------

STS Loan, L.P.                                            GA
------------------------------------------------------------------------------------------------

Uptown Denver, LLC                                        CO
------------------------------------------------------------------------------------------------

Villas at Parkway Village, LP                             GA
------------------------------------------------------------------------------------------------

Villas GP, LLC                                            GA
------------------------------------------------------------------------------------------------
</TABLE>



                                      157