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doctype: Whereas, the Fifth Amendment to Second Amended and Restated Agreement

POST PROPERTIES INC. WHEREAS, the Fifth Amendment to Second Amended and Restated Agreement (2001-03-28)

This Sixth Amendment to Second Amended and Restated Agreement of Limited Partnership of Post Apartment Homes, L.P. (this "Amendment") is entered into as of September 22, 2000, by and among Post GP Holdings, Inc. (the "General Partner") and the Limited Partners of Post Apartment Homes, L.P. All capitalized terms used herein, and not otherwise defined herein, shall have the meanings given to them in the Second Amended and Restated Agreement of Limited Partnership of Post Apartment Homes, L.P., dated October 24, 1997, as amended to date (the "Partnership Agreement").

POST PROPERTIES INC. WHEREAS, the Fifth Amendment to Second Amended and Restated Agreement (2001-03-28)

This Sixth Amendment to Second Amended and Restated Agreement of Limited Partnership of Post Apartment Homes, L.P. (this "Amendment") is entered into as of September 22, 2000, by and among Post GP Holdings, Inc. (the "General Partner") and the Limited Partners of Post Apartment Homes, L.P. All capitalized terms used herein, and not otherwise defined herein, shall have the meanings given to them in the Second Amended and Restated Agreement of Limited Partnership of Post Apartment Homes, L.P., dated October 24, 1997, as amended to date (the "Partnership Agreement").

POST PROPERTIES INC. WHEREAS, the Fifth Amendment to Second Amended and Restated Agreement (2001-03-28)

This Sixth Amendment to Second Amended and Restated Agreement of Limited Partnership of Post Apartment Homes, L.P. (this "Amendment") is entered into as of September 22, 2000, by and among Post GP Holdings, Inc. (the "General Partner") and the Limited Partners of Post Apartment Homes, L.P. All capitalized terms used herein, and not otherwise defined herein, shall have the meanings given to them in the Second Amended and Restated Agreement of Limited Partnership of Post Apartment Homes, L.P., dated October 24, 1997, as amended to date (the "Partnership Agreement").

POST PROPERTIES INC. WHEREAS, the Fifth Amendment to Second Amended and Restated Agreement (2001-03-28)

This Sixth Amendment to Second Amended and Restated Agreement of Limited Partnership of Post Apartment Homes, L.P. (this "Amendment") is entered into as of September 22, 2000, by and among Post GP Holdings, Inc. (the "General Partner") and the Limited Partners of Post Apartment Homes, L.P. All capitalized terms used herein, and not otherwise defined herein, shall have the meanings given to them in the Second Amended and Restated Agreement of Limited Partnership of Post Apartment Homes, L.P., dated October 24, 1997, as amended to date (the "Partnership Agreement").

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