FIRST AMENDMENT TO CREDIT AGREEMENT


         THIS FIRST AMENDMENT TO CREDIT  AGREEMENT  (this "First  Amendment") is
made  and  entered  into  as of  December  23,  1998,  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"),  HIGHWOODS SERVICES,  INC., a North Carolina  corporation
("Highwoods  Services"),  each of the Guarantors set forth on the signature page
hereto (collectively, the "Guarantors") and each of the lenders set forth on the
signature page hereto (collectively, the "Lenders").

                              W I T N E S S E T H:


         WHEREAS,  Highwoods Properties and the Lenders are parties to a certain
Credit Agreement dated as of July 3, 1998 (the "Credit Agreement"; defined terms
used herein without  definition shall have the meaning ascribed to such terms in
the Credit  Agreement)  by and among  Highwoods  Properties,  Highwoods  Realty,
Highwoods  Services  (Highwoods  Properties,   Highwoods  Realty  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 for the
Lenders (the "Administrative  Agent"), First Union National Bank, as Syndication
Agent for the Lenders, Wells Fargo Bank, National Association,  as Documentation
Agent for the  Lenders  and the  institutions  identified  therein  as  Managing
Agents;

         WHEREAS,  Highwoods  Finance was formed  September 28, 1998 as a wholly
owned subsidiary of Highwoods Properties;

         WHEREAS,  Highwoods  Finance  executed that certain  Joinder  Agreement
dated as of October 19,  1998,  pursuant  to which  Highwoods  Finance  became a
Credit Party under the Credit  Agreement and a Guarantor for all purposes of the
Credit Agreement;

         WHEREAS, the Borrowers have requested,  and the Lenders have agreed, to
amend the provisions of the Credit  Agreement in order to add Highwoods  Finance
as a Borrower thereunder and to amend the definition of "Asset Disposition", all
as more particularly set forth below;

         WHEREAS,  two Subsidiaries  executed Joinder  Agreements on December 3,
1998, after the 30-day period required by Section 7.12 of the Credit  Agreement,
and the Borrowers have  requested that the Lenders,  and the Lenders have agreed
to, acknowledge that the execution of such Joinder Agreements cured these Events
of Default to the  Lenders'  satisfaction,  all as more  particularly  set forth
below;

         WHEREAS, one subsidiary of a Guarantor executed a Joinder Agreement but
was not required to do so as it was not a Subsidiary  under the Credit Agreement
and the Borrowers have

<PAGE>

requested that the Lenders, and the Lenders have agreed to, release such
subsidiary from the Credit Agreement, all as more particularly set forth below;

         WHEREAS, the parties wish to enter into this First Amendment to reflect
such amendment, waiver and release;

         NOW,  THEREFORE,  for  and in  consideration  of the  mutual  covenants
contained herein and other valuable  consideration,  the receipt and sufficiency
of which are hereby  acknowledged,  the parties hereto,  intending to be legally
bound, agree as follows:

         SECTION 1.  Amendment  to Credit  Agreement.  The Credit  Agreement  is
hereby amended as follows:

                  (a)  Heading  to Credit  Agreement.  The Credit  Agreement  is
         hereby amended by deleting the introductory heading in its entirety and
         substituting in lieu thereof the following:


                           THIS  CREDIT  AGREEMENT  dated as of July 3, 1998 (as
                  amended, modified, restated or supplemented from time to time,
                  the  "Credit  Agreement"),  is by and among  HIGHWOODS  REALTY
                  LIMITED  PARTNERSHIP,  a North  Carolina  limited  partnership
                  ("Highwoods Realty"),  HIGHWOODS PROPERTIES,  INC., a Maryland
                  corporation ("Highwoods Properties"),  HIGHWOODS FINANCE, LLC,
                  a Delaware limited liability company ("Highwoods Finance") and
                  HIGHWOODS  SERVICES,   INC.,  a  North  Carolina   corporation
                  ("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  (such  Subsidiaries  are  hereinafter  referred  to
                  individually  as  a  "Guarantor"   and   collectively  as  the
                  "Guarantors"),  the Lenders (as defined herein),  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 herein as Managing Agents.

                  (b) Definition of Asset  Disposition.  The Credit Agreement is
         hereby amended by deleting the definition of "Asset Disposition" in its
         entirety and substituting in lieu thereof the following:

                  "Asset  Disposition"  means  the  disposition  of  any  assets
                  (including   without   limitation   the  Capital  Stock  of  a
                  Subsidiary) of any  Consolidated  Party whether by sale, lease
                  (but  excluding the lease of assets in the ordinary  course of
                  business),  transfer  or  otherwise  to a Person  other than a
                  Credit Party.

                                       2
<PAGE>

                  (c) Definition of Change of Control.  The Credit  Agreement is
         hereby amended by deleting clause (iii) of the definition of "Change of
         Control"  in  its  entirety  and   substituting  in  lieu  thereof  the
         following:

                  (iii) Highwoods  Properties  shall fail to be the sole general
                  partner of  Highwoods  Realty or own a majority of the Capital
                  Stock of Highwoods Services or Highwoods Finance.

                  (d) Section 2.4(b).  The Credit Agreement is hereby amended by
         deleting   subsection  (i)  of  Section  2.4(b)  in  its  entirety  and
         substituting in lieu thereof the following:

                  (i)  Notices;  Disbursement.  Whenever  one  of  more  of  the
                  Borrowers  desires a Swingline Loan advance hereunder it shall
                  give written notice (or telephonice  notice promptly confirmed
                  in writing) 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.  Each such notice shall be
                  irrevocable  and  shall  specify  (A)  that a  Swingline  Loan
                  advance is requested,  (B) the date of the requested Swingline
                  Loan  advance  (which  shall  be  a  Business  Day),  (C)  the
                  principal amount of the Swingline Loan advance requested,  (D)
                  the purpose  for which the  requested  Swingline  Loan will be
                  used   by  the   applicable   Borrower   and  (E)   that   the
                  representations  and warranties  made by the Credit Parties in
                  any  Credit  Document  are true and  correct  in all  material
                  respects  at and as if made on the date  hereof  except to the
                  extent  they  expressly   relate  to  an  earlier  date.  Each
                  Swingline  Loan  shall be made as a Base  Rate  Loan and shall
                  have such  maturity  date (which  maturity date shall not be a
                  date  more  than  three  (3)  Business  Days  from the date of
                  advance  thereof) as the Swingline  Lender and the  applicable
                  Borrower  shall agree upon receipt by the Swingline  Lender of
                  any such notice from the  applicable  Borrower.  The Swingline
                  Lender shall initiate the transfer of funds  representing  the
                  Swingline Loan advance to the applicable Borrower by 3:00 P.M.
                  (Charlotte,  North  Carolina  time) on the Business Day of the
                  requested borrowing.

         SECTION 2. Events of Default Cured to  Satisfaction  of Lenders.  First
Geary Corp., a California corporation, and Highwoods/Interlachen Holdings, L.P.,
a Delaware limited partnership,  both Subsidiaries,  executed Joinder Agreements
after 30 days of  becoming a  Subsidiary  in  violation  of Section  7.12 of the
Credit Agreement. The Lenders do hereby agree that the execution of such Joinder
Agreements cured such Events of Default to their satisfaction.

         SECTION 3.  Release of  Guarantor.  Center  Court  Partners,  a Florida
general partnership ("Center Court"),  erroneously executed that certain Joinder
Agreement  dated as of August 10, 1998,  pursuant to which Center Court became a
Credit Party under the Credit  Agreement and a Guarantor for all purposes of the
Credit  Agreement.  Center  Court is only 50%  owned by Plaza  Land  Company,  a
Florida corporation and a Guarantor, and is thus not a Subsidiary required to be


                                       3
<PAGE>

a Guarantor  under the Credit  Agreement.  The Lenders do hereby  release Center
Court  from its  obligations  under  the  Joinder  Agreement  the  other  Credit
Documents.

         SECTION 4. Conditions Precedent to Effectiveness.  This First Amendment
shall be effective on the date that the  Administrative  Agent has received each
of  the  following,  each  to be in  form  and  substance  satisfactory  to  the
Administrative Agent:

         (a) this First Amendment duly executed by all of the parties hereto;

         (b) a certificate  from the Secretary of Highwoods  Properties,  as the
sole member of Highwoods Finance, regarding: (i) the articles of organization of
Highwoods  Finance as certified as of a recent date by the Secretary of State of
the State of Delaware,  (ii)  certificates  of good standing or existence or its
equivalent  with respect to Highwoods  Finance  certified as of a recent date by
the appropriate Governmental Authorities of Delaware and each other jurisdiction
in which  failure to so qualify  and be in good  standing  could  reasonably  be
expected to have a Material Adverse Effect,  (iii) all corporate action taken by
Highwoods  Properties to authorize the  execution,  delivery and  performance by
Highwoods  Finance  of the  documents  to  which  it is a  party,  and  (iv) the
incumbency  and  specimen  signatures  of  each  of the  officers  of  Highwoods
Properties  authorized to execute and deliver this Amendment and other documents
on behalf of Highwoods Finance;

         (c)  replacement  Notes,  which will replace the existing  Notes,  duly
executed and delivered by each of the Borrowers; and

         (d) an opinion  (which  shall  cover  among  other  things,  authority,
legality,  validity,  binding effect and enforceability) reasonably satisfactory
to the  Administrative  Agent  addressed  to the  Administrative  Agent  and the
Lenders, dated as of the date hereof, from legal counsel to the Borrowers;

         SECTION  5. No Other  Amendment  or Waiver.  Except for the  amendments
expressly set forth above,  the Credit  Agreement shall remain  unchanged and in
full force and effect.

         SECTION  6.  References  to and Effect on the  Credit  Agreement.  Each
reference in the Credit Agreement to "this  Agreement,"  "hereunder,"  "hereof,"
"herein," or words of like  import,  shall mean and be a reference to the Credit
Agreement,  including the Exhibits  attached  thereto,  as amended by this First
Amendment  and each  reference to the Credit  Agreement  in any other  document,
instrument  or agreement  executed or delivered  in  connection  with the Credit
Agreement shall mean and be a reference to the Credit  Agreement,  including the
Exhibits attached thereto, as amended by this First Amendment. In addition, each
reference  in the  Credit  Agreement  or in any other  document,  instrument  or
agreement  executed or  delivered  in  connection  with the Credit  Agreement to
"Borrower"  or  "Borrowers"  shall be deemed to include a reference to Highwoods
Finance.

         SECTION 7.  Ratification  of  Agreement.  Except as  expressly  amended
herein,  all terms,  covenants and  conditions  of the Credit  Agreement and all
other Credit Documents shall remain


                                       4
<PAGE>

in full force and effect. The parties hereto do expressly ratify and confirm the
Credit Agreement as amended herein.

         SECTION 8. No Waiver, Etc. Except as set forth in Section 2 hereof, the
parties hereto hereby agree that nothing herein shall constitute a waiver by the
Lenders of any Default or Event of Default,  whether known or unknown, which may
exist under the Credit Agreement.

         SECTION 9. Binding  Nature.  This First Amendment shall be binding upon
and  inure  to the  benefit  of the  parties  hereto,  their  respective  heirs,
successors, successors-in-titles, and assigns.

         SECTION 10.  Governing Law. This First  Amendment shall be governed by,
and construed in accordance with, the laws of the State of North Carolina.

         SECTION 11. Entire  Understanding.  This First Amendment sets forth the
entire  understanding  of the  parties  with  respect to the  matters  set forth
herein,  and shall  supersede  any prior  negotiations  or  agreements,  whether
written or oral, with respect thereto.

         SECTION 12.  Counterparts.  This First Amendment may be executed in any
number of counterparts and by different parties hereto in separate  counterparts
and may be delivered by telecopier.  Each  counterpart so executed and delivered
shall be deemed an original and all of which taken together shall constitute but
one and the same instrument.

                       [Signatures Set Forth on Next Page]


                                       5
<PAGE>


         IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  this First
Amendment through their authorized officers as of the date first above written.

BORROWERS:
                                    HIGHWOODS PROPERTIES, INC.,
                                    a Maryland corporation

                                    By:____________________________________
                                          Name:____________________________
                                          Title:___________________________


                                    HIGHWOODS FINANCE, LLC,
                                    a Delaware limited liability company

                                    By:  Highwoods Properties, Inc.,
                                            its sole member

                                    By:____________________________________
                                          Name:____________________________
                                          Title:___________________________


                                    HIGHWOODS REALTY LIMITED PARTNERSHIP,
                                    a North Carolina limited partnership

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

                                    By:____________________________________
                                          Name:____________________________
                                          Title:___________________________


                                    HIGHWOODS SERVICES, INC.,
                                    a North Carolina corporation

                                    By:____________________________________
                                          Name:____________________________
                                          Title:___________________________



<PAGE>



GUARANTORS:

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

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

                                  By:____________________________________
                                         Name:____________________________
                                         Title:___________________________


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

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

                                    By:____________________________________
                                          Name:____________________________
                                          Title:___________________________


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

                                    By:    Highwoods Realty Limited Partnership,
                                           its sole manager

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

                                    By:____________________________________
                                          Name:____________________________
                                          Title:___________________________


                           RC ONE LLC,
                           a Maryland limited liability company

                           By:      Highwoods Properties, Inc.,
                                    its sole manager

                                    By:____________________________________
                                          Name:____________________________
                                          Title:___________________________


<PAGE>



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

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

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

                                    By:____________________________________
                                          Name:____________________________
                                          Title:___________________________


                           PINELLAS NORTHSIDE PARTNERS, LTD.,
                           a Florida limited partnership

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

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

                                    By:____________________________________
                                          Name:____________________________
                                          Title:___________________________


                           PINELLAS PINEBROOK PARTNERS, LTD.,
                           a Florida limited partnership

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

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

                                    By:____________________________________
                                          Name:____________________________
                                          Title:___________________________



<PAGE>


                           INTERSTATE BUSINESS PARK, LTD.,
                           a Florida limited partnership

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

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

                                 By:____________________________________
                                       Name:____________________________
                                       Title:___________________________



                           DOWNTOWN CLEARWATER TOWER, LTD.,
                           a Florida limited partnership

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

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

                                    By:____________________________________
                                          Name:____________________________
                                          Title:___________________________


                           BDBP, LTD.,
                           a Florida limited partnership

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

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

                                    By:____________________________________
                                          Name:____________________________
                                          Title:___________________________




<PAGE>


                           CROSS BAYOU, LTD.,
                           a Florida limited partnership

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

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

                                    By:____________________________________
                                          Name:____________________________
                                          Title:___________________________


                           SISBROS, LTD.,
                           a Florida limited partnership

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

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

                                    By:____________________________________
                                          Name:____________________________
                                          Title:___________________________


                           SEVEN CRONDALL ASSOCIATES LLC,
                           a Maryland limited liability company

                           By:      Highwoods Realty Limited Partnership,
                                    its sole manager

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

                                    By:____________________________________
                                          Name:____________________________
                                          Title:___________________________




<PAGE>


                           EIGHT CRONDALL ASSOCIATES LLC,
                           a Maryland limited liability company

                           By:      Highwoods Realty Limited Partnership,
                                    its sole manager

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

                                    By:____________________________________
                                          Name:____________________________
                                          Title:___________________________


                           NINE CRONDALL ASSOCIATES LLC,
                           a Maryland limited liability company

                           By:      Highwoods Realty Limited Partnership,
                                    its sole manager

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

                                    By:____________________________________
                                          Name:____________________________
                                          Title:___________________________


                           9690 DEERECO ROAD LLC,
                           a Maryland limited liability company

                           By:      Highwoods Realty Limited Partnership,
                                    its sole manager

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

                                    By:____________________________________
                                          Name:____________________________
                                          Title:___________________________




<PAGE>


                           HPI TITLE AGENCY, LLC,
                           a North Carolina limited liability company

                           By:      Highwoods Services, Inc.,
                                    its sole manager

                                    By:____________________________________
                                          Name:____________________________
                                          Title:___________________________


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

                           By:      Highwoods Services, Inc.,
                                    its sole manager

                                    By:____________________________________
                                          Name:____________________________
                                          Title:___________________________


                           MARLEY CONTINENTAL HOMES OF KANSAS,
                           a Kansas general partnership

                           By:      Highwoods Properties, Inc.,
                                    its managing general partner

                                    By:____________________________________
                                          Name:____________________________
                                          Title:___________________________


                           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:____________________________
                                          Title:___________________________


<PAGE>


                           HIGHWOODS/FLORIDA GP CORP.,
                           a Delaware corporation

                           By:  _________________________________
                                  Name: ____________________________
                                  Title: _____________________________


                           HIGHWOODS/TENNESSEE PROPERTIES, INC.,
                           a Tennessee corporation

                           By:  _________________________________
                                  Name: ____________________________
                                  Title: _____________________________


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

                           By:  _________________________________
                                  Name: ____________________________
                                  Title: _____________________________


                           SOUTHEAST REALTY OPTIONS CORP.,
                           a Delaware corporation

                           By:  _________________________________
                                  Name: ____________________________
                                  Title: _____________________________


                           5565 STERRETT PLACE, INC.,
                           a Maryland corporation

                           By:  _________________________________
                                  Name: ____________________________
                                  Title: _____________________________


                           ATRIUM ACQUISITION CORP.,
                           a Maryland corporation

                           By:  _________________________________
                                  Name: ____________________________
                                  Title: _____________________________


<PAGE>



                           ALAMEDA TOWERS DEVELOPMENT COMPANY,
                           a Missouri corporation

                           By:  _________________________________
                                  Name: ____________________________
                                  Title: _____________________________


                           THE BAY PLAZA COMPANIES, INC.,
                           a Florida company

                           By:  _________________________________
                                  Name: ____________________________
                                  Title: _____________________________


                           BOARD OF TRADE REDEVELOPMENT CORPORATION,
                           a Missouri corporation

                           By:  _________________________________
                                  Name: ____________________________
                                  Title: _____________________________


                           CHALLENGER, INC.,
                           a Kansas corporation

                           By:  _________________________________
                                  Name: ____________________________
                                  Title: _____________________________


                           GUARDIAN MANAGEMENT, INC.,
                           a Kansas corporation

                           By:  _________________________________
                                  Name: ____________________________
                                  Title: _____________________________


                           NICHOLS PLAZA WEST, INC.,
                           a Missouri corporation

                           By:  _________________________________
                                  Name: ____________________________
                                  Title: _____________________________


<PAGE>


                           OZARK MOUNTAIN VILLAGE, INC.,
                           a Missouri corporation

                           By:  _________________________________
                                  Name: ____________________________
                                  Title: _____________________________


                           PLAZA LAND COMPANY,
                           a Florida company

                           By:  _________________________________
                                  Name: ____________________________
                                  Title: _____________________________


                           SOMEDAY, INC.,
                           a Kansas corporation

                           By:  _________________________________
                                  Name: ____________________________
                                  Title: _____________________________


                           KC CONDOR, INC.,
                           a Missouri corporation

                           By:  _________________________________
                                  Name: ____________________________
                                  Title: _____________________________


                           J.C. NICHOLS REALTY COMPANY,
                           a Missouri company

                           By:  _________________________________
                                  Name: ____________________________
                                  Title: _____________________________


                           1st GEARY CORP.,
                           a California corporation

                           By:  _________________________________
                                  Name: ____________________________
                                  Title: _____________________________


<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:___________________________


                                    BANK OF AMERICA NATIONAL TRUST
                                    & SAVINGS 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:___________________________