**Exhibit 10.2**

 

**SECOND AMENDMENT TO CREDIT AGREEMENT**

 

THIS SECOND AMENDMENT TO CREDIT AGREEMENTdated as of December     , 2002 (the “SecondAmendment”), is by and among HIGHWOODS REALTY LIMITED PARTNERSHIP, a North Carolina limited partnership (“Highwoods Realty”), HIGHWOODSPROPERTIES, INC., a Maryland corporation (“HighwoodsProperties”), HIGHWOODS FINANCE, LLC, a Delaware limited liability company (“Highwoods Finance”), HIGHWOODS SERVICES, INC., a North Carolina corporation(“Highwoods Services”), and HIGHWOODS/TENNESSEE HOLDINGS, L.P., a Tennessee limited partnership (“Highwoods Tennessee”) (Highwoods Realty, Highwoods Properties, Highwoods Finance, Highwoods Services, and HighwoodsTennessee are hereinafter referred to individually as a “Borrower” and collectively as the “Borrowers”), the subsidiaries of the Borrowers identified on the signature pages attached hereto (such Subsidiaries arehereinafter referred to individually as a “Guarantor” and collectively as the “Guarantors”), the Lenders (as defined in the Credit Agreement referenced below), BANK OF AMERICA, N.A., as Administrative Agent for theLenders (in such capacity, the “Administrative Agent”), BANC OF AMERICA SECURITIES LLC, as Sole Lead Arranger (in such capacity, the “Sole Lead Arranger”) and Sole Book Manager (in such capacity, the “SoleBook Manager”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent (in such capacity, the “Syndication Agent”), WACHOVIA BANK, N.A., as Documentation Agent (in such capacity, the “DocumentationAgent”), and is an amendment to that certain Credit Agreement dated as of December 13, 2000 by and among the Borrowers, Guarantors, Lenders, Administrative Agent, Sole Lead Arranger, Sole Book Manager, Syndication Agent and DocumentationAgent, as amended by that certain First Amendment to Credit Agreement dated as of June 29, 2001 (as the same may have been further amended, restated, supplemented or otherwise modified, the “Credit Agreement”). 

 

**W I T N E S S E T H**

 

**WHEREAS**, each of the Borrowers and the Guarantors haverequested and the Lenders and Administrative Agent have agreed to amend the Credit Agreement on the terms and conditions set forth herein; 

 

**NOW, THEREFORE**, for good and valuable consideration, the receipt of which is hereby acknowledged by the parties hereto, the partieshereto agree as follows: 

 

1. Amendment toCredit Agreement. Section 7.11(g) of the Credit Agreement is hereby deleted in its entirety and replaced with the following: 

 

“(g) Tangible Net Worth. At all times the Tangible Net Worth shall be greater than or equal to the sum of (i)$1,625,000,000.00, plus (ii) an amount equal to 85% of the Net Cash Proceeds of any Equity Issuance received by the Consolidated Parties subsequent to December     , 2002 calculated on a cumulative basis as of the end ofeach fiscal quarter of the Consolidated Parties following December     , 2002, less (iii) an amount equal to 85% of the aggregate Dollar amount paid by the Principal Borrower for the purchase, redemption, retirementor acquisition of Capital Stock of the Principal Borrower following December     , 2002 pursuant to Section 7.11(k) hereof as set forth in the Quarterly Compliance Certificates delivered to the Agent pursuant to Section7.1(l).” 

 

2. Conditions Precedent.The effectiveness of this Second Amendment is subject to receipt by the Administrative Agent of each of the following, each in form and substance satisfactory to the Administrative Agent: 

 

(a) A counterpart of this Second Amendment duly executed by the Borrowers, Guarantors,Lenders, Administrative Agent, Sole Lead Arranger, Sole Book Manager, Syndication Agent and Documentation Agent; and 

 

(b) Such other documents, instruments and agreements as the Administrative Agent may reasonably request. 

 

3. Representations. Each of the Borrowers and each ofthe Guarantors collectively represent and warrant to the Administrative Agent and the Lenders that: 

 

 

(a) Authorization. Each of the Borrowers and each of the Guarantors, respectively, has the right and power and has obtained all authorizations necessary to execute and deliver this Second Amendment and to perform itsrespective obligations hereunder and under the Credit Agreement, as amended by this Second Amendment, in accordance with their respective terms. This Second Amendment has been duly executed and delivered by a duly authorized officers of each of theBorrowers and each Guarantor, respectively, and each of this Second Amendment and the Credit Agreement, as amended by this Second Amendment, is a legal, valid and binding obligation of each of the Borrowers and each Guarantor (each as applicable),enforceable against each of the Borrowers and each Guarantor (each as applicable) in accordance with its respective terms, except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditorsgenerally and by equitable principles generally. 

 

(b) Compliance with Laws, etc. The execution and delivery by each of the Borrowers and each of the Guarantors of this Second Amendment and the performance by each of the Borrowers and/or the Guarantors of this SecondAmendment and the Credit Agreement, as amended by this Second Amendment, in accordance with their respective terms, does not and will not, by the passage of time, the giving of notice or otherwise: (i) require any approval (other than those alreadyobtained) by any Governmental Authority or violate any law (including any Environmental Law) which is applicable to a Borrower, any Guarantors, any Consolidated Party, the Credit Documents or the transactions contemplated herein or therein; (ii)conflict with, result in a breach of or constitute a default under the organizational documents of any Borrower, any of the Guarantors or any other Consolidated Party, or any indenture, agreement/or other instrument to which any Borrower, any of theGuarantors or any other Consolidated Party is a party or by which it or any of its respective properties may be bound; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafteracquired by any Borrower, any Guarantor or any other Consolidated Party other than in favor of the Administrative Agent for the benefit of the Lenders; and 

 

(c) No Default. No Default or Event of Default has occurred and is continuing as of the date hereof nor will existimmediately after giving effect to this Second Amendment.****

 

4. Reaffirmation of Representations. Each of the Borrowers and each of the Guarantors hereby repeat and reaffirm all representations and warranties made by such party to the Administrative Agent and the Lenders in the CreditAgreement and the other Credit Documents to which it is a party on and as of the date hereof (other than any representation or warranty expressly relating to an earlier date) with the same force and effect as if such representations and warrantieswere set forth in this Second Amendment in full. 

 

5. Reaffirmation of Guaranty. Each of the Guarantors hereby reaffirms its continuing obligations to the Administrative Agent and the Lenders under the Credit Agreement and agrees that the transactions contemplated by thisSecond Amendment shall not in any way affect the validity and enforceability of their respective guaranty obligations thereunder or reduce, impair or discharge the obligations of such Guarantors thereunder. 

 

****6. Severability. If any provision of any of thisSecond Amendment or of the Credit Agreement, as amended hereby, is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construedwithout giving effect to the illegal, invalid or unenforceable provisions. 

 

7. Certain References. Each reference to the Credit Agreement in any of the Credit Documents shall be deemed to be a reference to the Credit Agreement as amended by this Second Amendment andthis Second Amendment shall be deemed a Credit Document for purposes of the application of provisions of the Credit Agreement generally applicable thereto (including, without limitation, any arbitration provisions or waiver provisions).

 

8. Expenses. The Borrowers shallreimburse the Administrative Agent upon demand for all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this SecondAmendment and the other agreements and documents executed and delivered in connection herewith. 

 

2 

 

9.Benefits. This Second Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. 

 

10. Default. The failure of any of the Borrowers or any of the Guarantors to perform any of their respective obligations under thisSecond Amendment or the material falsity of any representation or warranty made herein shall, at the option of the Administrative Agent and/or Lenders (as determined in accordance with the Credit Agreement) after expiration of any applicable cureperiod, constitute an Event of Default under the Credit Documents. 

 

11. No Novation. The parties hereto intend this Second Amendment to evidence the amendments to the terms of the existing indebtedness of the Borrowers and Guarantors to the Lenders as specifically set forth herein anddo not intend for such amendments to constitute a novation in any manner whatsoever. 

 

12. GOVERNING LAW. THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NORTH CAROLINA APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLYPERFORMED, IN SUCH STATE. 

 

13. Effect.Except as expressly herein amended, the terms and conditions of the Credit Agreement and the other Credit Documents remain in full force and effect. The amendments contained herein shall be deemed to have prospective application only, unlessotherwise specifically stated herein. 

 

14.Counterparts. This Second Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary inmaking proof of this Second Amendment to produce or account for more than one such counterpart for each of the parties hereto. Delivery by facsimile by any of the parties hereto of an executed counterpart of this Second Amendment shall be aseffective as an original executed counterpart hereof and shall be deemed a representation that an original executed counterpart hereof will be delivered. Each counterpart hereof shall be deemed to be an original and shall be binding upon allparties, their successors and assigns. 

 

15.Binding Effect. This Second Amendment shall become effective at such time when all of the conditions set forth in Section 2 hereof have been satisfied or waived by the Lenders and it shall have been executed by the Borrowers, the Guarantorsand the Administrative Agent, and the Administrative Agent shall have received copies hereof (telefaxed or otherwise) which, when taken together, bear the signatures of each Lender, and thereafter this Credit Agreement shall be binding upon andinure to the benefit of the Borrowers, the Guarantors, the Administrative Agent and each Lender and their respective successors and assigns. 

 

16. Definitions. All capitalized terms not otherwise defined herein are used herein with the respective definitions given them inthe Credit Agreement. The interpretive. provisions set forth in Sections 1.2 and 1.3 of the Credit Agreement shall apply to this Second Amendment as though set forth herein. 

 

[Signature Pages to Follow] 

 

3 

 

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

 

**BORROWERS:**
   
**HIGHWOODS REALTY LIMITED PARTNERSHIP**
        
By: HIGHWOODS PROPERTIES, INC.  
      
**HIGHWOODS PROPERTIES, INC.**
      
**HIGHWOODS SERVICES, INC**
      
**HIGHWOODS FINANCE, LLC**
        
By: HIGHWOODS PROPERTIES, INC.  
      
**HIGHWOODS/TENNESSEE HOLDINGS, L.P.**
        
By: HIGHWOODS/TENNESSEE PROPERTIES, INC.
      
By:
 
/s/ Ronald P. Gibson
        
Name: Ronald P. Gibson
        
Title: President and Chief Executive Officer

**GUARANTORS:**
   
**SOUTHEAST REALTY OPTIONS CORP.**
    
**HIGHWOODS/FLORIDA GP CORP.**
    
**HIGHWOODS/TENNESSEE PROPERTIES, INC.**
    
**ATRIUM ACQUISITION CORP.**
    
**1st GEARY CORP.**
    
**HIGHWOODS/FLORIDA HOLDINGS, L.P.**
      
By: HIGHWOODS FLORIDA GP CORP.
    
**PINELLAS NORTHSIDE PARTNERS, LTD.**
      
By: HIGHWOODS/FLORIDA HOLDINGS, L.P.
      
By: HIGHWOODS/FLORIDA GP CORP.
    
**PINELLAS BAY VISTA PARTNERS, LTD.**
      
By: HIGHWOODS/FLORIDA HOLDINGS, L.P.
      
By: HIGHWOODS/FLORIDA GP CORP.

 

**(Signatures continued on next page)**

 

 
    
**DOWNTOWN CLEARWATER TOWER, LTD.**
      
        By: HIGHWOODS/FLORIDA HOLDINGS, L.P.
      
               By: HIGHWOODS/FLORIDA GP CORP.
      
**SISBROS, LTD.**
      
        By: HIGHWOODS/ FLORIDAHOLDINGS, L.P.
      
               By: HIGHWOODS/FLORIDA GP CORP.
      
**SHOCKOE PLAZA INVESTORS, L.C.**
      
        By: HIGHWOODS REALTY LIMITED PARTNERSHIP
      
               By: HIGHWOODS PROPERTIES, INC.
      
**RC ONE LLC**
      
        By: HIGHWOODS SERVICES,INC.
      
**HPI TITLE AGENCY, LLC**
      
        By: HIGHWOODS REALTY LIMITED PARTNERSHIP
      
               By: HIGHWOODS PROPERTIES, INC.
      
**ALAMEDA TOWERS DEVELOPMENT COMPANY**

**CHALLENGER, INC.**

**GUARDIAN MANAGEMENT, INC.**

**HIGHWOODS/CYPRESSCOMMONS LLC**
      
        By: AP SOUTHEASTPORTFOLIO PATNERS, L.P.
      
               By: AP-GP SOUTHEST PORTFOLIO PARTNERS, L.P.
      
                      By: HIGHWOODS REALTY GP CORP.
      
**HIGHWOODS/INTERLACHEN HOLDINGS, L.P.**
      
        By: HIGHWOODS/ FLORIDAHOLDINGS, L.P.

               By: HIGHWOODS/FLORIDA GP CORP.
      
**HIGHWOODS CONSTRUCTION SERVICES, LLC**
      
        By: HIGHWOOD SERVICES,INC.

 

**(Signatures continued on next page)**

 

**HIGHWOODS DLF, LLC**

By: HIGHWOODS REALTY LIMITED PARTNERSHIP

By: HIGHWOODS PROPERTIES, INC.

**HIGHWOODS DLF II, LLC**

By: HIGHWOODS REALTY LIMITED PARTNERSHIP

By: HIGHWOODS PROPERTIES, INC.

**PAPEC RICHMOND II, LLC**

By: HIGHWOODS REALTY LIMITED PARTNERSHIP

By: HIGHWOODS PROPERTIES, INC.

**PAPEC WESTON I, LLC**

By: HIGHWOODS REALTY LIMITED PARTNERSHIP

By: HIGHWOODS PROPERTIES, INC.

**PAPEC WESTON II, LLC**

By: HIGHWOODS REALTY LIMITED PARTNERSHIP

By: HIGHWOODS PROPERTIES, INC.

**PAPEC WESTON III, LLC**

By: HIGHWOODS REALTY LIMITED PARTNERSHIP

By: HIGHWOODS PROPERTIES, INC.

**SPI SHADOW CREEK II, LLC**

By: HIGHWOODS REALTY LIMITED PARTNERSHIP

By: HIGHWOODS PROPERTIES, INC.

**HARBORVIEW PLAZA, LLC**

By: HIGHWOODS/FLORIDA HOLDINGS, L.P.

By: HIGHWOODS/FLORIDA GP CORP.

**SPI BROOKFIELD I, LLC**

By: HIGHWOODS REALTY LIMITED PARTNERSHIP

By: HIGHWOODS PROPERTIES, INC.

**SPI BROOKFIELD II, LLC**

By: HIGHWOODS REALTY LIMITED PARTNERSHIP

By: HIGHWOODS PROPERTIES, INC.

**SPI BUSINESS HOLDINGS, LLC**

By: HIGHWOODS REALTY LIMITED PARTNERSHIP

By: HIGHWOODS PROPERTIES, INC.

**SPI CENTURY PLAZA III, LLC**

By: HIGHWOODS REALTY LIMITED PARTNERSHIP

By: HIGHWOODS PROPERTIES, INC.

 

**SPI JEFFERSON VILAGE, LLC**

By: HIGHWOODS REALTY LIMITED

PARTNERSHIP

By: HIGHWOODS PROPERTIES,INC.

**SPI SEVEN SPRINGS I, LLC**

By: HIGHWOODS REALTY LIMITED

PARTNERSHIP

By: HIGHWOODS PROPERTIES,INC.

**SPI TRADEPORT OFFICE III, LLC**

By: HIGHWOODS REALTY LIMITED

PARTNERSHIP

By: HIGHWOODS PROPERTIES,INC.

**SPI RALEIGH CORPORATE CENTER, LLC**

By: HIGHWOODS REALTY LIMITED

PARTNERSHIP

By: HIGHWOODS PROPERTIES,INC.

**HIGHWOODS COLONNADE, LLC**

By: HIGHWOODS REALTY LIMITED

PARTNERSHIP

By: HIGHWOODS PROPERTIES,INC.

**HIGHWOODS WELLNESS CENTER, LLC**

By: HIGHWOODS SERVICES, INC.

**HIGHWOODS 3322, LLC**

By HIGHWOODS/FLORIDA HOLDINGS, L.P.

By: HIGHWOODS/FLORIDA GP CORP.

**THE J. C. NICHOLS REALTY COMPANY**

**KC CONDOR, INC.**

**NICHOLS PLAZA WEST, INC.**

**OZARK MOUNTAIN VILLAGE, INC.**

**SHADOW CREEK I, LLC**

By: HIGHWOODS REALTY LIMITED

PARTNERSHIP

By: HIGHWOODS PROPERTIES,INC.

**SOMEDAY, INC.**

**4551 COX ROAD LLC**

By: HIGHWOODS REALTY LIMITED

PARTNERSHIP

By: HIGHWOODS PROPERTIES,INC.

 

**(Signatures continued on next page)**

 

**4600 COX ROAD LLC**
  
By: HIGHWOODS/FLORIDA HOLDINGS, L.P.
    
By: HIGHWOODS/FLORIDA GP CORP.

**581 HIGHWOODS, L.P.**
  
By: HIGHWOODS/FLORIDA HOLDINGS, L.P.
    
By: HIGHWOODS/FLORIDA GP CORP.

By:
   
/s/ Ronald P. Gibson
    
Name: Ronald P. Gibson
    
Title: President and Chief Executive Officer

 

**LENDERS:**
   
**BANK OF AMERICA, N.A.,**
      
individually in its capacity as a Lender
      
and in its capacity as AdministrativeAgent
      
By:
 
/s/ Gregg Higson
      
Name:
 
Gregg Higson
      
Title: 
 
Vice President
    
**WELLS FARGO BANK, NATIONAL ASSOCIATION**
    
****individually in its capacity as a Lender
    
and in its capacity as Syndication Agent
      
By:
 
/s/ John S. Misiura
      
Name: 
 
John S. Misiura
      
Title: 
 
Vice President
    
**WACHOVIA BANK, N.A.**
    
individually in its capacity as a Lender
    
and in its capacity as Documentation Agent
      
By:
 
/s/ David Hoagland
      
Name: 
 
David Hoagland
      
Title: 
 
Vice President
    
**COMMERZBANK AG,**
    
**NEW YORK AND GRAND CAYMAN BRANCHES**
    
individually in its capacity as a Lender
    
and as Managing Agent
      
By:
 
 
      
Name: 
 
 
      
Title: 
 
 
    
**PNC BANK, NATIONAL ASSOCIATION**
    
****individually in its capacity as a Lender
    
and as a Co-Agent****
      
By:
 
/s/ Timothy P. Gleeson
      
Name: 
 
Timothy P. Gleeson
      
Title: 
 
Assistant Vice President

 

**(Signatures continued on next page)**

 

**AMSOUTH BANK**

individually in its capacity as a Lender

and as a Co-Agent

By:
 
/s/ Robert W. Blair

Name: 
 
Robert W. Blair

Title: 
 
Vice President

**SOUTHTRUST BANK**

individually in its capacity as a Lender

and as a Co-Agent

By:
 
/s/ Sidney Clapp

Name:
 
Sidney Clapp

Title:
 
Assistant Vice President

**CENTURA BANK**

individually in its capacity as a Lender

and as a Co-Agent

By:
 
 

Name: 
 
 

Title: 
 
 

**BRANCH BANKING AND TRUST COMPANY**

individually in its capacity as a Lender

and as a Co-Agent

By:
 
/s/ Holger Ebert

Name: 
 
Holger B. Ebert

Title: 
 
SVP

**ERSTE BANK, NEW YORK BRANCH**

individually in its capacity as a Lender

By:
 
/s/ Gregory Aptman

Name: 
 
Gregory T. Aptman

Title: 
 
Vice President

By:
 
/s/ Robert Suehnholz

Name: 
 
Robert R. Suehnholz

Title: 
 
First Vice President