SECOND AMENDMENT


         THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment")  effective
as of December 31, 1998 (the  "Effective  Date") and executed as of February 26,
1999 (the "Execution  Date") to the Credit Agreement  referenced below is by and
among   HIGHWOODS   PROPERTIES,   INC.,  a  Maryland   corporation   ("Highwoods
Properties"),  HIGHWOODS  FINANCE,  LLC, a Delaware  limited  liability  company
("Highwoods  Finance"),  HIGHWOODS REALTY LIMITED PARTNERSHIP,  a North Carolina
limited partnership ("Highwoods Realty"), and HIGHWOODS SERVICES,  INC., a North
Carolina corporation  ("Highwoods  Services") (Highwoods  Properties,  Highwoods
Finance,  Highwoods  Realty and Highwoods  Services are hereinafter  referred to
individually  as  a  "Borrower"  and  collectively  as  the  "Borrowers"),   the
Subsidiaries  of the Borrowers  identified  on the signature  pages hereto (such
Subsidiaries  are  hereinafter  referred to  individually  as a "Guarantor"  and
collectively as the "Guarantors"), the lenders identified on the signature pages
hereto (the "Lenders") and NATIONSBANK,  N.A., as  Administrative  Agent for the
Lenders (in such capacity, the "Administrative Agent").


                               W I T N E S S E T H


         WHEREAS,  a $600 million credit facility has been  established in favor
of the Borrowers pursuant to the terms of that Credit Agreement dated as of July
3, 1998 (as amended and modified,  the "Credit  Agreement")  among the Borrower,
the Guarantors, the Lenders, NationsBank,  N.A., as Administrative Agent for the
Lenders (in such capacity,  the  "Administrative  Agent"),  First Union National
Bank, as Syndication  Agent for the Lenders (in such capacity,  the "Syndication
Agent"), Wells Fargo Bank, National Association,  as Documentation Agent for the
Lenders (in such capacity,  the  "Documentation  Agent"),  and the  institutions
identified therein as Managing Agents.

         WHEREAS, the Borrower has requested certain modifications to the Credit
Agreement;

         WHEREAS,  such  modifications  require  the  consent  of  the  Required
Lenders;

         WHEREAS,   the  Required   Lenders  hereby  consent  to  the  requested
modifications on the terms and conditions set forth herein;

         NOW,  THEREFORE,  IN  CONSIDERATION  of the premises and other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the parties agree as follows:

         1.       The Credit Agreement is amended in the following respects:


<PAGE>

         1.1 The following  definitions  in Section 1.1 of the Credit  Agreement
are amended and modified, or added, to read as follows:

                  "Applicable Percentage" means, for any day, the rate per annum
         set forth below opposite the applicable Unsecured Long Term Debt Rating
         then in effect, it being understood that the Applicable  Percentage for
         (i)  Eurodollar  Loans shall be the  percentage  set forth under column
         "Applicable  Percentage  for  Eurodollar  Loans",  (ii) Base Rate Loans
         shall  be  the  percentage  set  forth  under  the  column  "Applicable
         Percentage for Base Rate Loans" and (iii) Letter of Credit Fee shall be
         the  percentage set forth under the column  "Applicable  Percentage for
         Letter of Credit Fee."


<TABLE>
<CAPTION>
----------------- ---------------- -------------- --------------- ----------------- ------------------ ------------------
                                                                                                           Applicable
                                                                     Applicable        Applicable       Percentage for
    Pricing                           Moody's       Third Debt     Percentage for    Percentage Base   Letter of Credit
     Level          S&P Rating        Rating          Rating      Eurodollar Loans     Rate Loans             Fee
----------------- ---------------- -------------- --------------- ----------------- ------------------ ------------------
<S>               <C>              <C>            <C>             <C>                <C>               <C>
I                 A- or higher     A3 or higher   A- /A3          0.95%             0.30%              0.95%
                                                  equivalent
                                                  or higher
----------------- ---------------- -------------- --------------- ----------------- ------------------ ------------------
II                BBB+             Baa1           BB+/Baa1        1.00%             0.30%              1.00%
                                                  equivalent
----------------- ---------------- -------------- --------------- ----------------- ------------------ ------------------
III               BBB              Baa2           BBB/Baa2        1.10%             0.30%              1.10%
                                                  equivalent
----------------- ---------------- -------------- --------------- ----------------- ------------------ ------------------
IV                BBB-             Baa3           BBB-/Baa3       1.20%             0.40%              1.20%
                                                  equivalent
----------------- ---------------- -------------- --------------- ----------------- ------------------ ------------------
V                 BB+ or           Ba1 or         BB+/Ba1         1.80%             0.55%              1.80%
                  lower            lower          equivalent
----------------- ---------------- -------------- --------------- ----------------- ------------------ ------------------

</TABLE>


         The  Applicable  Percentage  shall be  adjusted  effective  on the next
         Business  Day  following  any  change in the  Unsecured  Long Term Debt
         Rating. The Borrowers shall notify the Administrative  Agent in writing
         promptly  after becoming aware of any change in the Unsecured Long Term
         Debt Rating of Highwoods Properties.

                  "Budgeted  Project  Costs"  means,  with respect to Properties
         Under  Development,   the  budgeted  cost  of  construction  and  final
         completion  of such  Properties  Under  Development;  provided that the
         Budgeted  Project  Costs shall  include  projected  operating  deficits
         through  completion  and the projected date of occupancy of eighty-five
         percent (85%) of the gross leasable space;  provided further that, with
         respect to Properties Under Development by Minority Interest  Entities,
         the Budgeted Project Costs shall be the applicable Consolidated Party's
         share of the budgeted costs of construction and final completion (based
         on the greater of (x) the Minority Interest of such Consolidated  Party
         or (y) such  Consolidated  Party's  obligation  to provide funds to the
         Minority Interest Entity, which could include, for example,  completion
         guaranties).

                  "Build  To  Suit  Properties"  means  those  Properties  Under
         Development  which have been 100% leased to tenants and have  projected
         net   operating   income   (based  on   projections   approved  by  the
         Administrative  Agent in its  discretion)  during  its first year after
         final  completion  in an amount which results in a 9.75% annual rate of
         return on all costs of construction of such Property Under Development,
         including, without limitation, financing costs and operating deficits.

                                       2
<PAGE>

                  "Derivative  Exposure" means the maximum liability  (including
         costs,  fees and expenses),  based upon a liquidation or termination as
         of the date of the applicable  covenant  compliance test, of any Person
         under any  interest  rate  swap,  collar,  cap or other  interest  rate
         protection  agreements,   treasury  locks,  equity  forward  contracts,
         foreign  currency  exchange  agreements,  commodity  purchase or option
         agreements  or other  interest  or  exchange  rate or  commodity  price
         hedging agreements.

                  "Guaranty  Obligations"  means,  with  respect to any  Person,
         without  duplication,  any  obligations  of  such  Person  (other  than
         endorsements   in  the  ordinary   course  of  business  of  negotiable
         instruments  for  deposit or  collection)  guaranteeing  or intended to
         guarantee any  Indebtedness of any other Person in any manner,  whether
         direct or indirect,  and including  without  limitation any obligation,
         whether or not contingent, (i) to purchase any such Indebtedness or any
         Property  constituting  security  therefor,  (ii) to advance or provide
         funds  or  other  support  for the  payment  or  purchase  of any  such
         Indebtedness or to maintain working capital,  solvency or other balance
         sheet condition of such other Person (including without limitation keep
         well  agreements,  maintenance  agreements,  comfort letters or similar
         agreements  or   arrangements)   for  the  benefit  of  any  holder  of
         Indebtedness of such other Person, (iii) to lease or purchase Property,
         securities or services primarily for the purpose of assuring the holder
         of such Indebtedness, (iv) to guaranty the completion of any Properties
         Under  Development,   whether  or  not  specifically   including  costs
         associated  therewith or (v) to otherwise  assure or hold  harmless the
         holder of such Indebtedness against loss in respect thereof. The amount
         of any Guaranty Obligation  hereunder shall (subject to any limitations
         set forth  therein) be deemed to be an amount equal to the  outstanding
         principal  amount  (or  maximum  principal  amount,  if  larger) of the
         Indebtedness  in respect of which such Guaranty  Obligation is made. It
         is specifically  understood and agreed that the Guaranty Obligations of
         each Guarantor  include any and all Obligations that such Guarantor may
         have  as a  Borrower  hereunder  or  under  any  of  the  other  Credit
         Documents.

                  "Indebtedness" of any Person,  without duplication,  means (a)
         all  obligations  (whether  direct or  contingent  and inclusive of all
         costs and fees associated with any Derivative  Exposure) of such Person
         for borrowed money,  (b) all obligations  (whether direct or contingent
         and  inclusive  of all costs and fees  associated  with any  Derivative
         Exposure)  of such  Person  evidenced  by bonds,  debentures,  notes or
         similar  instruments,  or upon which interest  payments are customarily
         made, (c) all  obligations  (whether direct or contingent and inclusive
         of all costs and fees associated with any Derivative  Exposure) of such
         Person  under  conditional  sale or other  title  retention  agreements
         relating to Property  purchased  by such Person  (other than  customary
         reservations  or retentions of title under  agreements  with  suppliers
         entered into in the ordinary  course of business),  (d) all obligations
         (whether  direct  or  contingent  and  inclusive  of all costs and fees
         associated  with any  Derivative  Exposure)  of such  Person  issued or
         assumed  as  the  deferred  purchase  price  of  Property  or  services
         purchased  by such  Person  (other  than  trade  debt  incurred  in the
         ordinary course of business and due within six months of the incurrence
         thereof)  which would appear as  liabilities on a balance sheet of such
         Person, (e) all obligations (whether direct or contingent and inclusive
         of all costs and fees associated with any Derivative  Exposure) of such
         Person under  take-or-pay or similar  arrangements or under commodities
         agreements, (f) all Indebtedness of others secured by (or for which the
         holder  of such  Indebtedness  has an  existing  right,  contingent  or
         otherwise,  to be  secured  by) any  Lien  on,  or  payable  out of the
         proceeds of production from, Property owned or acquired by such Person,
         whether or not the obligations  secured thereby have been assumed,  (g)
         all Guaranty  Obligations of such Person,  (h) the principal portion of
         all  obligations  (whether  direct or  contingent  and inclusive of all
         costs and fees associated with any Derivative  Exposure) of such Person
         under Capital Leases, (i) all obligations (whether direct or contingent
         and  inclusive  of all costs and fees


                                       3
<PAGE>

         associated  with any Derivative  Exposure) of such Person in respect of
         interest  rate swap,  collar,  cap or other  interest  rate  protection
         agreements,  treasury locks, equity forward contracts, foreign currency
         exchange  agreements,  commodity purchase or option agreements or other
         interest  or  exchange  rate  or  commodity  price  hedging  agreements
         (including,  but not  limited  to,  the  Hedging  Agreements),  (j) all
         obligations  (whether  direct or contingent  and inclusive of all costs
         and fees  associated  with any  Derivative  Exposure) of such Person to
         repurchase any securities which repurchase obligation is related to the
         issuance  thereof,  (k) the maximum  amount of all  standby  letters of
         credit  issued  or  bankers'  acceptances  facilities  created  for the
         account of such  Person  and,  without  duplication,  all drafts  drawn
         thereunder  (to the extent  unreimbursed),  (l) all  preferred  Capital
         Stock  issued by such Person and  required  by the terms  thereof to be
         redeemed,  or for which  mandatory  sinking fund payments are due, by a
         fixed date, (m) all other obligations (whether direct or contingent and
         inclusive  of  all  costs  and  fees  associated  with  any  Derivative
         Exposure) of such Person under any  arrangement or financing  structure
         classified  as debt (for tax  purposes)  by any  nationally  recognized
         rating agency,  (n) the principal  portion of all obligations  (whether
         direct or  contingent  and  inclusive of all costs and fees  associated
         with any Derivative Exposure) of such Person under Synthetic Leases and
         (o) the Indebtedness of any partnership or unincorporated joint venture
         in which such Person is a general partner or a joint venturer.

                  "Interest  Expense"  means,  for  any  period,  the sum of (a)
         interest expense (including the interest component under Capital Leases
         and Synthetic  Leases) of the  Consolidated  Parties on a  consolidated
         basis for such period,  as determined in accordance with GAAP, plus (b)
         an amount equal to the  aggregate of interest  expense  (including  the
         interest  component  under  Capital  Leases and Synthetic  Leases),  as
         determined in accordance  with GAAP, of each Minority  Interest  Entity
         multiplied by the respective Minority Interest of each such entity.

                  "Managing  Agents"  means Centura  Bank,  CommerzBank  AG, PNC
         Bank, National Association and Wachovia Bank, N.A.

                  "Minority  Interest" means the percentage of the Capital Stock
         or other equity  interest owned by a  Consolidated  Party in a Minority
         Interest Entity.

                  "Minority Interest Entity" means any corporation, partnership,
         association,  joint venture or other entity in each case which is not a
         Consolidated Party and in which a Consolidated Party owns,  directly or
         indirectly, Capital Stock or any other equity interest.

                  "Net Income" means, for any period,  the sum of (i) net income
         (excluding  extraordinary  gains and losses  and  related  tax  effects
         thereof) after taxes for such period of the  Consolidated  Parties on a
         consolidated basis, as determined in accordance with GAAP, plus (ii) an
         amount equal to that portion  attributable  to Highwoods  Realty of the
         line  item  "minority  interests"  for  such  period,  as  shown on the
         consolidated income statements of the Consolidated  Parties, plus (iii)
         without  duplication,  an amount  equal to the  aggregate of net income
         (excluding  extraordinary  gains and losses  and  related  tax  effects
         thereof) after taxes for such period,  as determined in accordance with
         GAAP, of each Minority  Interest  Entity  multiplied by the  respective
         Minority Interest of each such entity.

                  "Notice of Borrowing"  means a written  notice of borrowing in
         substantially  the form of Exhibit  2.1(b)(i),  as  required by Section
         2.1(b)(i) or Section 2.4(b)(i) signed by a Responsible Officer.

                                       4
<PAGE>

                  "Permitted  Investments"  means Investments which are (i) cash
         and Cash Equivalents; (ii) Investments existing on the Closing Date and
         set forth on Schedule 1.1(a);  (iii) Investments by any Credit Party in
         any Wholly Owned Subsidiary that is a Credit Party; (iv) Investments in
         any Wholly Owned  Subsidiary which is to become a Credit Party pursuant
         to the terms of Section  7.12 so long as such Wholly  Owned  Subsidiary
         becomes a Credit  Party  within the 30 day period  required  by Section
         7.12;  (v)  Investments  by any  Credit  Party in any  Preferred  Stock
         Subsidiary  or  any  wholly  owned  Subsidiary  of  a  Preferred  Stock
         Subsidiary;  (vi) Investments by any Credit Party in any Property owned
         by such Credit Party and in any personal  property  incidental  to such
         Property; (vii) Investments in vehicles,  furniture, fixtures and other
         personal  property  including  supplies  and  other  similar  inventory
         purchased  by any Credit  Party and used in such  Consolidated  Party's
         ordinary course of business;  (viii)  Investments  permitted by Section
         8.5; (ix) Investments by Highwoods Realty,  Highwoods Properties or any
         Wholly Owned  Subsidiary that is a Credit Party in any Non-Wholly Owned
         Subsidiary  that  is  a  Credit  Party,   provided  that  the  Adjusted
         Investment Value of such Investments does not exceed,  in the aggregate
         at any time  outstanding,  an  amount  equal to 15% of  Adjusted  Total
         Assets less an amount equal to the  percentage of Adjusted Total Assets
         represented  by the  Adjusted  Investment  Value  of  Investments  made
         pursuant to clause (x) below; and (x) Investments in any Person that is
         not a Consolidated Party provided that the Adjusted Investment Value of
         such  Investments  does not exceed 10% of Adjusted  Total Assets in the
         aggregate at any one time outstanding.

                  "Properties  Under  Development"  means Properties the primary
         purpose of which is to be leased in the ordinary course of business and
         on which a Credit  Party has  commenced  construction  of a building or
         other  improvements;  provided that any such Property will no longer be
         considered a Property Under Development when seventy-five percent (75%)
         of the gross leasable space  contained  therein are occupied by tenants
         under leases.

                  "Scheduled  Funded Debt Payments" means, as of the end of each
         fiscal  quarter  of the  Consolidated  Parties,  the  sum  of  (a)  all
         scheduled  payments  of  principal  on  Funded   Indebtedness  for  the
         Consolidated  Parties on a consolidated basis for the applicable period
         ending on such date (including the principal  component of payments due
         on Capital  Leases  during the  applicable  period ending on such date)
         plus (b) an amount equal to the aggregate of all scheduled  payments of
         principal on Funded  Indebtedness for each Minority Interest Entity for
         the  applicable  period  ending on such date  (including  the principal
         component  of  payments  due on Capital  Leases  during the  applicable
         period  ending on such  date)  multiplied  by the  respective  Minority
         Interest of each such entity; it being understood that Scheduled Funded
         Debt  Payments  shall  not  include  any  balloon  payments  due on the
         maturity date of Funded Indebtedness.

                  "Total  Assets"  means  the  sum of (i)  total  assets  of the
         Consolidated   Parties  on  a  consolidated  basis,  as  determined  in
         accordance  with GAAP,  plus (ii) an amount  equal to the  aggregate of
         total assets,  as determined in accordance  with GAAP, of each Minority
         Interest Entity multiplied by the respective  Minority Interest of each
         such entities.

                  "Total  Liabilities" means the sum of (i) total liabilities of
         the  Consolidated  Parties on a  consolidated  basis,  as determined in
         accordance  with GAAP,  plus (ii) an amount  equal to the  aggregate of
         total  liabilities,  as  determined  in  accordance  with GAAP, of each
         Minority Interest Entity multiplied by the respective Minority Interest
         of each such entity plus (iii) without duplication, the Indebtedness of
         the  Consolidated  Parties on a  consolidated  basis plus (iv)  without
         duplication,  the aggregate of Indebtedness  of each Minority  Interest
         Entity  multiplied  by the  respective  Minority  Interest of each such
         entity.

                                       5
<PAGE>

                  "Unencumbered  Assets at Cost"  means with  respect to (a) all
         Properties  of Highwoods  Properties,  Highwoods  Realty and any Wholly
         Owned  Subsidiary  (i) that are  operating  and generate  revenues from
         third  parties,  (ii) in  which  at least  75% of the  available  space
         therein is being leased and generating rent payments and (iii) that are
         not  subject  to  any  Liens  and  (b)  all   Properties  of  Highwoods
         Properties,  Highwoods  Realty and any Wholly Owned Subsidiary (i) that
         are in the  process of being  developed,  (ii) in which at least 75% of
         the  space  to  be  available  at  such  Property  upon  completion  of
         construction  has been pre-leased and (iii) that are not subject to any
         Liens the sum of (I) for all such  Properties of the type referenced in
         clause  (a) and (b)  above  owned by  Highwoods  Properties,  Highwoods
         Realty  and any  Wholly  Owned  Subsidiary  on the  Closing  Date,  the
         undepreciated  cost of such Properties plus (II) for such Properties of
         the type  referenced  in clause (a) and (b) above  purchased  after the
         Closing Date, the lesser of (x) the actual cost of such  Properties and
         (y) the Adjusted NOI for such Properties for the twelve months prior to
         its  acquisition  divided by ten percent  (10%) plus (III) all cash and
         Cash Equivalents of the Highwoods Properties,  Highwoods Realty and any
         Wholly Owned Subsidiary.

         1.2 The first  sentence  of  Section  2.1(b)(i)  is  amended to read as
         follows:

                  (i) Notice of Borrowing.  One or more of the  Borrowers  shall
         request  a  Revolving  Loan  borrowing  by  delivery  of  a  Notice  of
         Borrowing,  together with the officer's certificate required by Section
         5.2(e),  to  the  Administrative   Agent  not  later  than  11:00  A.M.
         (Charlotte,  North Carolina time) on the Business Day prior to the date
         of the requested  borrowing in the case of Base Rate Loans,  and on the
         third Business Day prior to the date of the requested  borrowing in the
         case of Eurodollar Loans.

         1.3      Section 2.2(a)is amended to read as follows:

                  (a) Competitive  Loans. So long as Highwoods  Realty maintains
         an  unsecured  long term debt rating of at least BBB- from S&P and Baa3
         from  Moody's,  subject  to the  terms  and  conditions  hereof  and in
         reliance upon the  representations and warranties set forth herein, one
         or more of the  Borrowers  may,  from time to time from January 1, 2000
         until the  Maturity  Date,  request  and each  Lender  may, in its sole
         discretion,  agree to make, Competitive Loans in Dollars to one or more
         of the Borrowers;  provided,  however, that (i) the aggregate principal
         amount of  outstanding  Competitive  Loans shall not at any time exceed
         the lesser of (a) THREE HUNDRED MILLION DOLLARS  ($300,000,000) and (b)
         fifty percent (50%) of the Revolving Committed Amount (the "Competitive
         Loan  Maximum  Amount"),  and (ii) the sum of the  aggregate  principal
         amount of  outstanding  Revolving  Loans plus the  aggregate  principal
         amount of outstanding  Competitive  Loans plus the aggregate  principal
         amount of outstanding Swingline Loans plus LOC Obligations  outstanding
         shall not at any time  exceed  the  Revolving  Committed  Amount.  Each
         Competitive  Loan shall be not less than  $10,000,000  in the aggregate
         and  integral  multiples  of  $1,000,000  in  excess  thereof  (or  the
         remaining portion of the Competitive Loan Maximum Amount, if less).

         1.4 The first sentence of Section 2.2(b) is amended to read as follows:

                  (b) Competitive Bid Requests. One or more of the Borrowers may
         solicit  Competitive  Bids by  delivery  of a  Competitive  Bid Request
         substantially  in  the  form  of  Exhibit  2.2(b),  together  with  the
         officer's certificate required by Section 5.2(e), to the Administrative
         Agent by 12:00 Noon (Charlotte,  North Carolina time) on a Business Day
         four (4)  Business  Days prior to the date of a  requested  Competitive
         Loan borrowing.

                                       6
<PAGE>

         1.5 The first sentence of Section 2.3(b) is amended to read as follows:

                  (b) Notice and  Reports.  The  request  for the  issuance of a
         Letter of Credit shall be submitted by a Borrower to the Issuing Lender
         at least five (5) Business Days prior to the requested date of issuance
         and shall be  accompanied  by the  officer's  certificate  required  by
         Section 5.2(e).

         1.6 The first  sentence  of  Section  2.4(b)(i)  is  amended to read as
follows:

                  (i)  Notices;  Disbursement.  Whenever  one  or  more  of  the
         Borrowers desires a Swingline Loan advance hereunder it shall deliver a
         Notice of Borrowing,  together with the officer's  certificate required
         by Section  5.2(e),  to the Swingline  Lender not later than 11:00 A.M.
         (Charlotte,  North  Carolina time) on the Business Day of the requested
         Swingline Loan advance.

         1.7 The second sentence of Section 3.2 is amended to read as follows:

                  Each such  extension  or  conversion  shall be effected by the
         Borrowers  by  delivery of a Notice of  Extension/Conversion,  together
         with the  officer's  certificate  required  by Section  5.2(e),  to the
         office of the  Administrative  Agent specified in specified in Schedule
         2.1(a),  or at  such  other  office  as the  Administrative  Agent  may
         designate in writing,  prior to 11:00 A.M.  (Charlotte,  North Carolina
         time)  on the  Business  Day of,  in the  case of the  conversion  of a
         Eurodollar  Loan into a Base Rate Loan,  and on the third  Business Day
         prior  to, in the case of the  extension  of a  Eurodollar  Loan as, or
         conversion of a Base Rate Loan into, a Eurodollar Loan, the date of the
         proposed  extension or conversion,  specifying the date of the proposed
         extension or  conversion  and the Loans to be so extended or converted,
         the types of Loans into which such Loans are to be converted.

         1.8  Section  3.15(a)  is  amended  by the  addition  of the  following
sentence immediately after the fifth sentence thereof:

                  If the  Administrative  Agent fails to distribute such payment
         to such  Lenders on the day  required by the  foregoing  sentence,  the
         Administrative  Agent  shall  pay  to  such  Lenders  interest  on  the
         undistributed  amount  from  and  including  the day  such  amount  was
         required to be  distributed  to but  excluding  the date such amount is
         distributed at a per annum rate equal to the Federal Funds Rate.

         1.9 Subsections (e) and (f) of Section 5.2 of the Credit  Agreement are
renumbered  as  subsections  (f) and (g), and a new  subsection  (e) is added to
Section 5.2 of the Credit Agreement to read as follows:

                  (e) Officer's  Certificates.  Concurrent  with the delivery of
         the appropriate  notice required  pursuant to Section 5.2(a) above, the
         Borrower  shall have  delivered a  certificate  of the chief  financial
         officer of the Principal Borrower  substantially in the form of Exhibit
         7.1(c),  (i)  demonstrating  compliance  with the  financial  covenants
         contained in Section 7.11(a) and Section 7.11(b) by calculation thereof
         after  giving  effect  to the  making  of the  requested  Loan (and the
         application  of  the  proceeds  thereof)  or to  the  issuance  of  the
         requested  Letter of Credit,  as the case may be, and (ii) stating that
         no Default or Event of


                                       7
<PAGE>

         Default  exists,  or if any  Default  or Event of Default  does  exist,
         specifying  the nature and extent  thereof  and what  action the Credit
         Parties propose to take with respect thereto.

         1.10 Clauses (iv) and (v) of Section 7.1(b) of the Credit Agreement are
renumbered  as clausees (v) and (vi),  and a new clause (iv) is added to Section
7.1(b) of the Credit Agreement to read as follows:

                  (iv) a projection  of Asset  Dispositions  for the next fiscal
         quarter for each Consolidated Party,

         1.11  Section  7.1(c) of the  Credit  Agreement  is  amended to read as
follows:

                  (c)  Officer's  Certificate.  At the time of  delivery  of the
         financial  statements provided for in Sections 7.1(a) and 7.1(b) above,
         a certificate of the chief financial officer of the Principal  Borrower
         substantially  in  the  form  of  Exhibit  7.1(c),   (i)  demonstrating
         compliance,  as of the end of each  such  fiscal  period,  with (A) the
         financial  covenants  contained in Section 7.11,  (B) the limitation on
         Investments  contained  in  Section  8.5  (and,  correspondingly,   the
         limitations set forth in the definition of Permitted Investments),  and
         (C) the  financial  covenants  contained in each of the  indentures  or
         other agreements relating to any publicly issued debt securities of any
         Consolidated Party, in each case by detailed calculation thereof (which
         calculation  shall be in form satisfactory to the Agent and which shall
         include,  among other things, an explanation of the methodology used in
         such   calculation   and  a  breakdown  of  the   components   of  such
         calculation),  (ii) stating that the Credit  Parties were in compliance
         with each of the  covenants set forth in Sections 7 and 8 of the Credit
         Agreement at all times  during such fiscal  period,  and (iii)  stating
         that, as of the end of each such fiscal period,  no Default or Event of
         Default  exists,  or if any  Default  or Event of Default  does  exist,
         specifying  the nature and extent  thereof  and what  action the Credit
         Parties propose to take with respect thereto.

         1.12 Subsections (d) through (j) of Section 7.1 of the Credit Agreement
are renumbered as subsections (e) through (k), and a new subsection (d) is added
to Section 7.1 to read as follows:

                  (d) Financial  Projections.  As soon as available,  and in any
         event  within 45 days days after each  fiscal  quarter end (i) for each
         fiscal quarter of the Consolidated Parties ending on or before December
         31,  1999,  a pro forma  balance  sheet  and  income  statement  of the
         Consolidated  Parties for each of the four succeeding  fiscal quarters,
         together  with  related  pro  forma   consolidated  and   consolidating
         statements  of operations  and retained  earnings and of cash flows for
         each such succeeding fiscal quarter and (ii) for each of the second and
         fourth fiscal quarters of the Consolidated Parties ending subsequent to
         December 31, 1999,  (A) a pro forma balance sheet and income  statement
         of the  Consolidated  Parties for each of the eight  succeeding  fiscal
         quarters,   together   with   related   pro  forma   consolidated   and
         consolidating  statements  of operations  and retained  earnings and of
         cash  flows  for  each  such  succeeding   fiscal  quarter  and  (B)  a
         certificate of the chief  financial  officer of the Principal  Borrower
         demonstrating  compliance  on a pro  forma  basis for each of the eight
         succeeding fiscal quarters with (x) the financial  covenants  contained
         in Section 7.11, (y) the limitation on Investments contained in Section
         8.5 (and, correspondingly,  the limitations set forth in the definition
         of Permitted Investments), and (z) the financial covenants contained in
         each of the  indentures  or other


                                       8
<PAGE>

         agreements  relating  to any  publicly  issued debt  securities  of any
         Consolidated Party, in each case by detailed calculation thereof (which
         calculations shall be in form satisfactory to the Agent and which shall
         include,  among other things, an explanation of the methodology used in
         such   calculations   and  a  breakdown  of  the   components  of  such
         calculations).

         1.13  Section  7.11  of the  Credit  Agreement  is  amended  to read as
follows:

         Section 7.11      Financial Covenants.

                           (a) Total  Liabilities to Total Assets.  At all times
                  during the  periods  set forth  below,  the ratio of (i) Total
                  Liabilities  to (ii) Total  Assets shall be less than or equal
                  to the ratio set forth opposite such period:

                  Effective Date through June 30, 2000       0.55 to 1.0
                  July 1, 2000 and thereafter                0.50 to 1.0

                           (b) Unencumbered Assets at Cost to Unsecured Debt. At
                  all times during the periods set forth below, the ratio of (i)
                  Unencumbered  Assets at Cost to (ii)  Unsecured  Debt shall be
                  greater  than or equal to the ratio set  forth  opposite  such
                  period:

                   Effective Date through December 31, 1999    1.75 to 1.0
                   January 1, 2000 and thereafter              2.0 to 1.0

                           (c) Secured Debt to Total Assets.  At all times,  the
                  ratio of (i) Secured  Debt to (ii) Total  Assets shall be less
                  than or equal to 0.25 to 1.0.

                           (d)  Interest  Coverage  Ratio.  At  all  times,  the
                  Interest Coverage Ratio shall be greater than 2.25 to 1.0.

                           (e) Fixed  Charge  Coverage  Ratio.  At all times the
                  Fixed Charge Coverage Ratio shall be greater than 1.75 to 1.0.

                           (f) Unsecured Debt Coverage Ratio. At all times,  the
                  ratio of (i) for the twelve month period ending on the date of
                  determination,  Adjusted NOI for the  Properties  that are not
                  subject  to any  Liens to (ii)  for the  twelve  month  period
                  ending on the date of determination,  Interest Expense paid on
                  Unsecured Debt shall be greater than 2.25 to 1.0.

                           (g) Tangible Net Worth. At all times the Tangible Net
                  Worth   shall  be  greater   than  or  equal  to  the  sum  of
                  $1,779,000,000,  increased on a cumulative basis as of the end
                  of each fiscal quarter of the Consolidated Parties, commencing
                  with the  fiscal  quarter  ending  June 30,  1998 by an amount
                  equal to 85% of the Net Cash  Proceeds of any Equity  Issuance
                  received by the Consolidated Parties subsequent to the Closing
                  Date.

                                       9
<PAGE>


                           (h) Speculative  Land to Total Assets.  At all times,
                  the ratio of (i) the value at cost of all Speculative  Land to
                  (ii) Total Assets shall be less than or equal to .10 to 1.0.

                           (i)      Speculative Construction Ratio.

                                    (i) At all times on or before  December  31,
                           1999, the ratio of (A) the amount of potential square
                           footage in all  Speculative  Construction  to (B) the
                           amount of square  footage  in all  Properties  of the
                           Consolidated  Parties that have been fully  completed
                           and are  generating  a positive  cash flow on a stand
                           alone  basis  shall be less  than or equal to 0.20 to
                           1.0.

                                    (ii) At all  times  on or after  January  1,
                           2000, the ratio of (i) the Budgeted  Project Costs of
                           all Properties Under  Development  excluding Build To
                           Suit  Properties  to (ii) Total  Assets shall be less
                           than or equal to 0.10 to 1.0.

                                    (iii) At all  times on or after  January  1,
                           2000, the ratio of (i) the Budgeted  Project Costs of
                           all Properties Under Development  (including Build to
                           Suit  Properties)  to (ii) Total Assets shall be less
                           than or equal to 0.15 to 1.0.

                           (j)  Investment  in  Properties  other than For Lease
                  Office and Industrial Properties.  The Credit Parties will not
                  permit any  Consolidated  Party to,  directly  or  indirectly,
                  acquire,  develop  or  otherwise  make  an  Investment  in any
                  properties   other  than  for  lease  office  and   industrial
                  properties which in the aggregate shall exceed at any one time
                  during the periods set forth below an amount  greater than the
                  amount set forth opposite such period:

                  Closing Date through December 31, 1999     15% of Total Assets
                  January 1, 2000 and thereafter             10% of Total Assets

                           (k) Restricted Payments.  The Credit Parties will not
                  permit any  Consolidated  Party to,  directly  or  indirectly,
                  declare,  order,  make  or set  apart  any  sum for or pay any
                  Restricted  Payment,   except  the  Credit  Parties  may  make
                  distributions,  in the  aggregate,  in an amount not to exceed
                  one hundred percent (100%) of Cash Available for Distribution.

         1.14 Section 8.5 of the Credit Agreement is deleted in its entirety and
replaced with the following:

                  8.5      Intentionally Omitted

         1.15 Section 8.7 of the Credit Agreement is deleted in its entirety and
replaced with the following:

                                       10
<PAGE>

                  8.7      Intentionally Omitted

         1.16 All references in the Credit  Agreement to Section 8.5 are amended
to refer to Section 7.11(j).

         1.17 Exhibit 7.1(c) to the Credit  Agreement is amended and restated in
its entirety as Exhibit 7.1(c) attached hereto.

         2.  Eakin & Smith,  LLC,  a  Tennessee  limited  liability  company,  a
Subsidiary,  executed a Joinder  Agreement  more than 30 days  after  becoming a
Subsidiary in violation of Section 7.12 of the Credit Agreement.  The Lenders do
hereby agree that the  execution of such Joinder  Agreement  cured such Event of
Default to their satisfaction.  Further,  the Lenders hereby waive all Events of
Default  occurring  on or  prior  to  the  Execution  Date  as a  result  of any
Additional  Credit  Party's  failure to execute a Joinder  Agreement  within the
period required by Section 7.12;  provided,  however,  that this waiver (1) is a
one time  waiver  and  shall be  effective  only in the  specific  circumstances
provided  for above and only for the  purposes  for which given and (2) does not
waive any Event of Default occurring after the Execution Date as a result of any
Person's  failure to execute a Joinder  Agreement  within the period required by
Section 7.12.

         3. This Amendment  shall be effective on the Effective Date (except for
the  amendment to the  definition  of  "Applicable  Percentage",  which shall be
effective on the Execution Date) upon satisfaction of the following conditions:

         (a) execution of this  Amendment by the Credit Parties and the Required
         Lenders;

         (b) execution by the Credit Parties and the  Administrative  Agent of a
         side  letter  agreement,  in form  and  substance  satisfactory  to the
         Administrative Agent, relating to the settlement of any liability, cost
         or expense  resulting  from or  associated in any way with the Purchase
         Agreement dated August 28, 1997 among Highwoods Properties, UBS Limited
         and Union Bank of  Switzerland,  London  Branch,  and the Forward Stock
         Purchase  Agreement dated August 28, 1997 between Highwoods  Properties
         and Union Bank of Switzerland, London Branch.

         (c) receipt by the  Administrative  Agent of a certificate of the chief
         financial officer of the Principal  Borrower  substantially in the form
         of Exhibit 7.1(c) to the Credit Agreement (i) demonstrating  compliance
         as of the Effective Date with (A) the financial  covenants contained in
         Section 7.11, (B) the  limitation on  Investments  contained in Section
         8.5 (and, correspondingly,  the limitations set forth in the definition
         of Permitted Investments), and (C) the financial covenants contained in
         each of the  indentures  or other  agreements  relating to any publicly
         issued  debt  securities  of any  Consolidated  Party,  in each case by
         detailed  calculation  thereof  (which  calculation  shall  be in  form
         satisfactory to the Agent and which shall include,  among other things,
         an  explanation  of the  methodology  used  in such  calculation  and a
         breakdown of the components of such calculation) and (ii) stating that,
         as of the Execution  Date (after giving effect to this  Amendment),  no
         Default  or Event of  Default  exists,  or if any  Default  or Event of
         Default does exist,  specifying  the nature and extent thereof and what
         action the Credit Parties propose to take with respect thereto.

                                       11
<PAGE>

         (d) receipt by the Administrative Agent of legal opinions of counsel to
         the Credit Parties relating to this Amendment; and

         (e)      receipt by the Administrative Agent of the following:

                           (i) Copies of  resolutions  of the Board of Directors
                  of  each  Credit  Party  approving  and  adopting  the  Credit
                  Documents   to  which  it  is  a   party,   the   transactions
                  contemplated  therein and  authorizing  execution and delivery
                  thereof,  certified by a secretary  or assistant  secretary of
                  such  Credit  Party to be true and  correct  and in force  and
                  effect as of the Execution Date.

                           (ii)  Copies  of   certificates   of  good  standing,
                  existence or its equivalent  with respect to each Credit Party
                  certified as of a recent date by the appropriate  Governmental
                  Authorities   of  the   state   or   other   jurisdiction   of
                  incorporation and each other jurisdiction in which the failure
                  to so qualify  and be in good  standing  could  reasonably  be
                  expected to have a Material Adverse Effect.

                           (iii) An incumbency  certificate of each Credit Party
                  certified by a secretary or assistant secretary to be true and
                  correct as of the Execution Date.

                           (iv)  With   respect  to  each  Credit   Party  which
                  delivered   its  charter   documents   and  bylaws  (or  their
                  equivalent)  to the  Administrative  Agent on the Closing Date
                  pursuant  to  Section  5.1(b)  of  the  Credit  Agreement,  an
                  officer's  certificate  for each such Credit Party dated as of
                  the Execution Date certifying that such charter  documents and
                  bylaws (or their equivalent) have not been amended or modified
                  since the Closing Date and are true and correct copies of such
                  charter  documents  and  bylaws as in effect on the  Execution
                  Date.

                           (v) With respect to each Additional Credit Party, (A)
                  the  charter  documents  (or their  equivalent)  for each such
                  Additional Credit Party,  certified to be true and complete as
                  of a recent date by the appropriate  Governmental Authority of
                  the  state  or other  jurisdiction  of its  incorporation  and
                  certified  by a  secretary  or  assistant  secretary  of  such
                  Additional  Credit  Party  to be true  and  correct  as of the
                  Execution  Date,  and  (B) a copy  of  the  bylaws  (or  their
                  equivalent) of each such Additional  Credit Party certified by
                  a secretary or assistant  secretary of such Additional  Credit
                  Party to be true and correct as of the Execution Date.

         (d) receipt by each Lender of an amendment fee equal to 25 basis points
         (0.25%) on such Lender's Revolving Commitment.

         4. The Borrower hereby  represents and warrants in connection  herewith
that  as of the  date  hereof  (after  giving  effect  hereto)  that,  as of the
Execution Date, (i) the representations and warranties set forth in Section 6 of
the Credit Agreement are true and correct in all material



                                       12
<PAGE>

respects  (except those which expressly  relate to an earlier date), and (ii) no
Default  or Event of  Default  exists  under the  Credit  Agreement,  as amended
hereby.

         5. Except as modified  hereby,  all of the terms and  provisions of the
Credit Agreement  (including  Schedules and Exhibits) shall remain in full force
and effect.

         6. The Borrower agrees to pay all reasonable  costs and expenses of the
Administrative Agent in connection with the preparation,  execution and delivery
of this Amendment, including without limitation the fees and expenses of Moore &
Van Allen, PLLC.

         7. This Amendment may be executed in any number of  counterparts,  each
of which when so executed and delivered shall be deemed an original and it shall
not be  necessary  in making  proof of this  Amendment to produce or account for
more than one such counterpart.

         8. This Amendment shall be deemed to be a contract made under,  and for
all purposes  shall be construed in  accordance  with,  the laws of the State of
North Carolina.

         9. To the extent that there is a conflict or inconsistency  between any
provision of this  Amendment,  on the one hand,  and any  provision of any other
Credit Document, on the other hand, this Amendment shall control.

                  [Remainder of Page Intentionally Left Blank]

                                       13
<PAGE>



         IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart
of this Second  Amendment to Credit  Agreement to be duly executed and delivered
as of the date first above written.

BORROWERS:                        HIGHWOODS REALTY LIMITED PARTNERSHIP,
                                  a North Carolina limited partnership

                                  By:    Highwoods Properties, Inc.,
                                         general partner

                                  By:
                                  Name:  Ronald P. Gibson
                                  Title: President

                                  HIGHWOODS PROPERTIES, INC.,
                                  a Maryland corporation

                                  By:
                                  Name: Ronald P. Gibson
                                  Title: President

                                  HIGHWOODS SERVICES, INC.,
                                  a North Carolina corporation

                                  By:
                                  Name: Ronald P. Gibson
                                  Title: President

                                  HIGHWOODS FINANCE, LLC,
                                  a Delaware limited liability company

                                 By:  Highwoods Properties, Inc.,
                                      its sole member-manager

                                      By:
                                      Name:  Ronald P. Gibson
                                      Title: President



<PAGE>


GUARANTORS:                      SOUTHEAST REALTY OPTIONS CORP.,
                                 a Delaware corporation

                                 By:
                                 Name: Ronald P. Gibson
                                 Title: President

                                  HIGHWOODS/FLORIDA GP CORP.,
                                  a Delaware corporation

                                  By:
                                  Name: Ronald P. Gibson
                                  Title: President

                                  HIGHWOODS/TENNESSEE PROPERTIES, INC.,
                                  a Tennessee corporation

                                  By:
                                  Name: Ronald P. Gibson
                                  Title: President

                                  ATRIUM ACQUISITION CORP.,
                                  a Maryland corporation

                                  By:
                                  Name: Ronald P. Gibson
                                  Title: President

                                  5565 STERRETT PLACE, INC.,
                                  a Maryland corporation

                                  By:
                                  Name: Ronald P. Gibson
                                  Title: President

                                  PIKESVILLE SPORTSMAN'S CLUB, INC.,
                                  a Maryland corporation

                                  By:
                                  Name:   Ronald P. Gibson
                                  Title:  President

                                  [Signatures continue]


<PAGE>


                                  HIGHWOODS/FLORIDA HOLDINGS, L.P.,
                                  a Delaware limited partnership

                                 By:  Highwoods/Florida GP Corp.,
                                      general partner

                                 By:
                                 Name:  Ronald P. Gibson
                                 Title: President

                                 HIGHWOODS/TENNESSEE HOLDINGS, L.P.,
                                 a Tennessee limited partnership

                                 By:    Highwoods/Tennessee Properties, Inc.,
                                        general partner

                                  By:
                                  Name:      Ronald P. Gibson
                                  Title:     President

                                  PINELLAS NORTHSIDE PARTNERS, LTD.,
                                  a Florida limited partnership

                                  By:      Highwoods/Florida Holdings, L.P.,
                                           its general partner

                                  By:      Highwoods/Florida GP Corp.,
                                           its general partner

                                           By:
                                           Name:    Ronald P. Gibson
                                           Title:   President










                                            [Signatures continue]


<PAGE>


                                 INTERSTATE BUSINESS PARK, LTD.,
                                 a Florida limited partnership

                                 By: Highwoods/Florida Holdings, L.P.,
                                     general partner

                                 By:  Highwoods/Florida GP Corp.,
                                      general partner

                                 By:
                                 Name:    Ronald P. Gibson
                                 Title:   President

                                 PINELLAS BAY VISTA PARTNERS, LTD.,
                                 a Florida limited partnership

                                 By:   Highwoods/Florida Holdings, L.P.,
                                       general partner

                                 By:   Highwoods/Florida GP Corp.,
                                       general partner

                                       By:
                                       Name:    Ronald P. Gibson
                                       Title:   President

                                PINELLAS PINEBROOK PARTNERS, LTD.,
                                a Florida limited partnership

                                By: Highwoods/Florida Holdings, L.P.,
                                     general partner

                                      By:   Highwoods/Florida GP Corp.,
                                            general partner

                                            By:
                                            Name:    Ronald P. Gibson
                                            Title:   President




                                       [Signatures continue]


<PAGE>


                              DOWNTOWN CLEARWATER TOWER, LTD.,
                              a Florida limited partnership

                              By:    Highwoods/Florida Holdings, L.P.,
                                     general partner

                                     By:   Highwoods/Florida GP Corp.,
                                           general partner

                                           By:
                                           Name:   Ronald P. Gibson
                                           Title:  President

                              BDBP, LTD.,
                              a Florida limited partnership

                              By:  Highwoods/Florida Holdings, L.P.,
                                   general partner

                               By: Highwoods/Florida GP Corp.,
                                   general partner

                                   By:
                                   Name:    Ronald P. Gibson
                                   Title:   President

                               CROSS BAYOU, LTD.,
                               a Florida limited partnership

                               By:  Highwoods/Florida Holdings, L.P.,
                                    general partner

                               By:  Highwoods/Florida GP Corp.,
                                    general partner

                                    By:
                                    Name:    Ronald P. Gibson
                                    Title:   President




                                            [Signatures continue]


<PAGE>


                               SISBROS, LTD.,
                               a Florida limited partnership

                               By:  Highwoods/Florida Holdings, L.P.,
                                    general partner

                                    By:  Highwoods/Florida GP Corp.,
                                         general partner

                                         By:
                                         Name:    Ronald P. Gibson
                                         Title:   President

                               SHOCKOE PLAZA INVESTORS, L.C.,
                               a Virginia limited liability company

                                By:   Highwoods Realty Limited Partnership,
                                      manager

                                      By:   Highwoods Properties, Inc.,
                                            general partner

                                            By:
                                            Name:     Ronald P. Gibson
                                            Title:    President

                               RC ONE LLC,
                               a Maryland limited liability company

                               By:   Highwoods Services, Inc.,
                                     the sole member-manager

                                     By:
                                     Name:    Ronald P. Gibson
                                     Title:   President

                                            [Signatures continue]

<PAGE>


                              SEVEN CRONDALL ASSOCIATES LLC,
                              a Maryland limited liability company

                              By:   Highwoods Realty Limited Partnership,
                                    the sole member-manager

                                    By:  Highwoods Properties, Inc.,
                                         general partner

                                         By:
                                         Name:    Ronald P. Gibson
                                         Title:   President

                             EIGHT CRONDALL ASSOCIATES LLC,
                             a Maryland limited liability company

                             By: Highwoods Realty Limited Partnership,
                                 the sole member-manager

                                 By:   Highwoods Properties, Inc.,
                                       general partner

                                       By:
                                       Name:    Ronald P. Gibson
                                       Title:   President

                            NINE CRONDALL ASSOCIATES LLC,
                            a Maryland limited liability company

                            By:   Highwoods Realty Limited Partnership,
                                  the sole member-manager

                                  By:  Highwoods Properties, Inc.,
                                       general partner

                                       By:
                                       Name:     Ronald P. Gibson
                                       Title:    President

                                            [Signatures continue]


<PAGE>


                            9690 DEERECO ROAD LLC
                            a Maryland limited liability company

                            By:  Highwoods Realty Limited Partnership,
                                 the sole member-manager

                                 By:  Highwoods Properties, Inc.,
                                      general partner

                                      By:
                                      Name:    Ronald P. Gibson
                                      Title:   President

                            HPI TITLE AGENCY, LLC
                            a North Carolina limited liability company

                            By:  Highwoods Realty Limited Partnership,
                                 the sole member-manager

                                 By:   Highwoods Properties, Inc.,
                                       general partner

                                       By:
                                       Name:      Ronald P. Gibson
                                       Title:     President

                            581 HIGHWOODS, L.P.,
                            a Delaware limited partnership

                            By:   Highwoods/Florida Holdings, L.P.,
                                  its general partner

                                  By:   Highwoods/Florida GP Corp.,
                                        its general partner

                                        By:
                                        Name:  Ronald P. Gibson
                                        Title: President

                                            [Signatures continue]


<PAGE>


                             HIGHWOODS DLF, LLC,
                             a Delaware limited liability company

                             By:   Highwoods Realty Limited Partnership,
                                   manager

                                   By:   Highwoods Properties, Inc.,
                                         general partner

                                         By:
                                         Name:   Ronald P. Gibson
                                         Title:  President

                            NICHOLS PLAZA WEST, INC.,
                            a Missouri corporation

                            By:
                            Name:    Ronald P. Gibson
                            Title:   President

                            OZARK MOUNTAIN VILLAGE, INC.,
                             a Missouri corporation

                             By:
                             Name:    Ronald P. Gibson
                             Title:   President

                             PLAZA LAND COMPANY,
                             a Florida company

                             By:
                             Name:    Ronald P. Gibson
                             Title:   President

                             BOARD OF TRADE REDEVELOPMENT CORPORATION,
                             a Missouri corporation

                             By:
                             Name:    Ronald P. Gibson
                             Title:   President

                             [Signatures continue]


<PAGE>


                             1st GEARY CORP.,
                             a California corporation

                             By:
                             Name:    Ronald P. Gibson
                             Title:   President

                             SOMEDAY, INC.,
                             a Kansas corporation

                             By:
                             Name:    Ronald P. Gibson
                             Title:   President

                             KC CONDOR, INC.,
                             a Missouri corporation

                             By:
                             Name:    Ronald P. Gibson
                             Title:   President

                             J.C. NICHOLS REALTY COMPANY,
                             a Missouri company

                             By:
                             Name:    Ronald P. Gibson
                             Title:   President

                             ALAMEDA TOWERS DEVELOPMENT COMPANY,
                             a Missouri corporation

                             By:
                             Name:    Ronald P. Gibson
                             Title:   President

                             CHALLENGER, INC.,
                             a Kansas corporation

                             By:
                             Name:    Ronald P. Gibson
                             Title:   President

                             [Signatures continue]


<PAGE>


                             GUARDIAN MANAGEMENT, INC.,
                             a Kansas corporation

                             By:
                             Name:    Ronald P. Gibson
                             Title:   President

                             HIGHWOODS WELLNESS CENTER, LLC,
                             a North Carolina limited liability company

                             By:      Highwoods Services, Inc.,
                                      the sole member-manager

                                      By:
                                      Name:    Ronald P. Gibson
                                      Title:   President

                            HIGHWOODS/INTERLACHEN HOLDINGS, L.P.,
                            a Delaware limited partnership

                             By:      Highwoods/Florida Holdings, L.P.,
                                      its sole general partner

                                      By:      Highwoods/Florida GP Corp.,
                                               its sole general partner

                                               By:
                                               Name:    Ronald P. Gibson
                                               Title:   President

                             [Signatures continue]


<PAGE>



                             HIGHWOODS/TENNESSEE PROPERTIES, INC.,
                             a Tennessee corporation

                             By:
                             Name:    Ronald P. Gibson
                             Title:   President

                             EAKIN & SMITH, LLC,
                             a Tennessee limited liability company

                             By:
                             Name:    W. Brian Reames
                             Title:   Governor

                             By:
                             Name:    Mike Harris
                             Title:   Governor

                             By:
                             Name:    Terry W. Smith
                             Title:   Governor













                              [Signatures continue]



<PAGE>


                              MARLEY CONTINENTAL HOMES OF KANSAS,
                              a Kansas general partnership

                              By:  Highwoods Realty Limited Partnership,
                                   general partner

                                   By:    Highwoods Properties, Inc.,
                                          general partner

                                          By:
                                          Name:    Ronald P. Gibson
                                          Title:   President























                                          [Signatures continue]


<PAGE>


LENDERS:                     NATIONSBANK, N.A.,
                             Individually in its capacity as a Lender
                             and in its capacity as Administrative Agent

                             By:
                             Name:
                             Title:

                             FIRST UNION NATIONAL BANK

                             By:
                             Name:
                             Title:

                             WELLS FARGO BANK, NATIONAL
                             ASSOCIATION

                             By:
                             Name:
                             Title:

                             COMMERZBANK AG

                             By:
                             Name:
                             Title:

                             WACHOVIA BANK, N.A.

                             By:
                             Name:
                             Title:


<PAGE>



                              CENTURA BANK

                              By:
                              Name:
                              Title:

                              PNC BANK, NATIONAL ASSOCIATION

                              By:
                              Name:
                              Title:

                              FLEET NATIONAL BANK

                              By:
                              Name:
                              Title:

                              AMSOUTH BANK

                              By:
                              Name:
                              Title:

                              DRESDNER BANK AG, NEW YORK BRANCH

                              By:
                              Name:
                              Title:

                              DG BANK DEUTSCHE GENOSSENSCHAFTSBANK,
                              CAYMAN ISLAND BRANCH

                              By:
                              Name:
                              Title:

                              By:
                              Name:
                              Title:



<PAGE>



                               MELLON BANK, N.A.

                               By:
                               Name:
                               Title:

                               FIRSTRUST SAVINGS BANK

                               By:
                               Name:
                               Title:

                               CREDIT LYONNAIS, NEW YORK BRANCH

                               By:
                               Name:
                               Title:

                               BAYERISCHE HYPO-UND VEREINSBANK, AG

                               By:
                               Name:
                               Title:

                               ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG

                               By:
                               Name:
                               Title:

                               SOUTHTRUST BANK, N.A.

                               By:
                               Name:
                               Title:




<PAGE>


                                                                  Exhibit 7.1(c)
                                                                        to
                                                                Credit Agreement

                                     FORM OF
                        OFFICER'S COMPLIANCE CERTIFICATE

         For the fiscal quarter ended _________________, 19___/200___.

         I,   ______________________,   chief  financial  officer  of  Highwoods
Properties,  Inc.,  hereby  certify  that,  with respect to that certain  Credit
Agreement dated as of July 3, 1998 (as it may be amended, modified,  extended or
restated from time to time, the "Credit Agreement";  all of the defined terms in
the Credit  Agreement  are  incorporated  herein by reference)  among  Highwoods
Realty Limited Partnership  ("Highwoods  Realty"),  Highwoods  Properties,  Inc.
("Highwoods  Properties"),  Highwoods  Finance LLC, a Delaware limited liability
company  ("Highwoods   Finance")  and  Highwoods  Services,   Inc.   ("Highwoods
Services")  (Highwoods  Realty,  Highwoods  Properties,  Highwoods  Finance  and
Highwoods Services are hereinafter  referred to individually as a "Borrower" and
collectively as the  "Borrowers")  certain  Subsidiaries  of the Borrowers,  the
Lenders party thereto,  NationsBank,  N.A., as Administrative Agent, First Union
National Bank, as Syndication Agent, Wells Fargo Bank, National Association,  as
Documentation Agent and the institutions identified therein as Managing Agents:

                  a.  Attached  hereto as Schedule 1 are  detailed  calculations
         (which calculations shall be in form satisfactory to the Administrative
         Agent and which shall  include,  among other things,  an explanation of
         the  methodology  used  in  such  calculation  and a  breakdown  of the
         components of such calculation) demonstrating compliance, as of the end
         of the fiscal period  referred to above,  by the  Consolidated  Parties
         with (A) the  financial  covenants  contained  in  Section  7.11 of the
         Credit  Agreement,  (B) the  limitation  on  Investments  contained  in
         Section 8.5 (and,  correspondingly,  the  limitations  set forth in the
         definition of Permitted  Investments),  and (C) the financial covenants
         contained in each of the indentures or other agreements relating to any
         publicly issued debt securities of any Consolidated Party.

                  b. The  Credit  Parties  were in  compliance  with each of the
         covenants set forth in Sections 7 and 8 of the Credit  Agreement at all
         times during such fiscal period referred to above.

                  c. No  Default  or Event of  Default  has  occurred  under the
         Credit Agreement(1).



<PAGE>


                  d. The quarterly  financial  statements  which  accompany this
         certificate  fairly  present in all  material  respects  the  financial
         condition  of  the  Consolidated  Parties  and  has  been  prepared  in
         accordance with GAAP, subject to changes resulting from normal year-end
         audit adjustments.

         This ______ day of ___________, ____.


                                              HIGHWOODS PROPERTIES, INC.

                                              By:
                                              Name:
                                              Title:  Chief Financial Officer


--------
(1) If a Default or Event of Default shall have occurred an explanation of such
Default or Event of Default shall be provided on a separate page together with
an explanation of the action taken or proposed to be taken by the Borrower with
respect thereto.