FIRST AMENDMENT TO CREDIT AGREEMENT



 Exhibit 10.14 
  
 FIRST AMENDMENT TO CREDIT AGREEMENT 
  
 THIS FIRST AMENDMENT TO CREDIT AGREEMENT dated as of March 29, 2004 (the “First Amendment”), 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”), 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 Highwoods Tennessee are hereinafter referred to individually as a “Borrower” and collectively as the
“Borrowers”), the subsidiaries of the Borrowers identified on the signature pages to the Credit Agreement referenced below or joined as parties thereto pursuant to Section 7.12 thereof (such Subsidiaries are hereinafter referred to
individually as a “Guarantor” and collectively as the “Guarantors”), the Lenders (as defined in the Credit Agreement), BANK OF AMERICA, N.A., as Administrative Agent for the Lenders (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 “Sole Book Manager”), WELLS
FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent (in such capacity, the “Syndication Agent”) and BRANCH BANKING & TRUST COMPANY and FLEET NATIONAL BANK OF AMERICA, as Co-Documentation Agents (in such capacity, the
“Documentation Agent”), and is an amendment to that certain Amended and Restated Credit Agreement dated as of July 17, 2003 by and among the Borrowers, Guarantors, Lenders, Administrative Agent, Sole Lead Arranger, Sole Book
Manager, Syndication Agent and Documentation Agent (as the same may have been further amended, restated, supplemented or otherwise modified prior to the date hereof, the “Credit Agreement”). 
  
 W I T N E S S E T H 
  
 WHEREAS, each of the Borrowers and the Guarantors have requested 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 parties hereto agree as
follows: 
  
 1. Amendments to Credit Agreement.

  
 (a) The definition of “Adjusted
NOI” contained in Section 1.1 of the Credit Agreement is hereby deleted in its entirety and replaced with the following: 
  
 ““Adjusted NOI” means, with respect to any applicable time period for any Property, an amount, not less than zero
(0), equal to: (a) Net Operating Income for such period with respect to such Property less (b) the sum of (i) the Capital Expenditure Reserve amount for such Property during such period, plus (ii) a management fee in the amount of
three percent (3%) of total revenues derived from the Property during such period; provided, that such amount shall be exclusive of any adjustment for such period attributable to the Straight-Lining of Rents; provided, further, that, in each case,
(i) all amounts included in the above calculations (and not otherwise adjusted for interests in Minority Interest Entities) shall be adjusted to account for any amounts attributable to any interests held by any Consolidated Party in any Minority
Interest Entity and (ii) all amounts included in the above calculations (and not otherwise adjusted to account for Outside Interests) shall be adjusted to deduct therefrom the pro rata share of such amounts allocable to Outside Interests.”

  
 (b) The definition of “Capitalization
Rate” contained in Section 1.1 of the Credit Agreement is hereby deleted in its entirety and replaced with the following: 
  
 ““Capitalization Rate” means eight and one half of one percent (8.50%), except with respect to calculations
involving the Adjusted NOI related to the CC Plaza Project, in which case the “Capitalization Rate” shall be eight percent (8%); provided, however, that the Capitalization Rate 







 (both generally and for the CC Plaza Project) shall be reviewed annually and shall be subject to an
annual adjustment of not more than one quarter of one percent (0.25%) by the Supermajority Lenders in their sole discretion based upon market conditions for comparable property types. No adjustment pursuant to the previous sentence shall occur until
on or after July 1, 2005 and, following any such adjustment, no further adjustment to the Capitalization Rate shall occur until the passage of one (1) calendar year following such adjustment.” 
  
 (c) The following definition of “CC Plaza
Project” is hereby inserted into Section 1.1 of the Credit Agreement in the proper alphabetical order: 
  
 ““CC Plaza Project” means that certain development known as Country Club Plaza located at 310 Ward Parkway, Kansas
City Missouri 64112 and owned by Highwoods Realty.” 
  
 (d) The definition of “Facility Fee Modifier” contained in Section 1.1 of the Credit Agreement is hereby deleted in its entirety and replaced with the following: 
  
 ““Facility Fee Modifier” means, for
any date of calculation, a per annum percentage equal to the sum of (a) to the extent the TL/TA Ratio, as most-recently properly calculated pursuant to any officer’s certificate delivered pursuant to Section 7.1(c) hereof, exceeds the FFM
Threshold, three tenths of one percent (0.30%), plus (b) to the extent the Interest Coverage Ratio, as most-recently properly calculated pursuant to any officer’s certificate delivered pursuant to Section 7.1(c) hereof, is less than 2.15
to 1.00, one quarter of one percent (0.25%), plus (c) to the extent the Fixed Charge Coverage Ratio, as most-recently properly calculated pursuant to any officer’s certificate delivered pursuant to Section 7.1(c) hereof, is less than
1.60 to 1.00, one quarter of one percent (0.25%); provided, however, that to the extent each of clauses (b) and (c) of this definition would otherwise each require a one quarter of one percent (0.25%) increase in the Facility Fee Modifier (for a
total of one half of one percent (0.50%)), the total increase in the Facility Fee Modifier as a result of the application of clauses (b) and (c) shall be three tenths of one percent (0.30%).” 
  
 (e) The following definition of “FFM
Threshold” is hereby inserted into Section 1.1 of the Credit Agreement in the proper alphabetical order: 
  
 ““FFM Threshold” means 52.5%; provided, that the FFM Threshold shall be increased or decreased concurrently with any
increase or decrease in the Capitalization Rate which is agreed to by the Lenders pursuant to the terms of the definition thereof, such increase or decrease to be in an amount equal to five (5) multiplied by the number of basis points (whether
positive or negative) by which the Capitalization Rate is changed. For purposes of clarification and example: (a) if the Capitalization Rate is increased from 8.50% to 8.60%, the FFM Threshold will move from 52.5% to 53.0%; and (b) if the
Capitalization Rate is decreased from 8.50% to 8.40%, the FFM Threshold will move from 52.5% to 52.0%.” 
  
 (d) The definition of “Net Income” contained in Section 1.1 of the Credit Agreement is hereby deleted in its entirety and
replaced with the following: 
  
 ““Net Income” means, for any period, the sum of (a) net income (excluding extraordinary gains and losses and related tax effects thereto) after taxes for such period of the Consolidated Parties on a consolidated basis,
as determined in accordance with GAAP, plus (b) without duplication, an amount equal to that portion attributable to Highwoods Realty of the line item “minority interests” relating to operating partnership units for such period, as shown
on the consolidated income statements of the Consolidated Parties, plus (c) 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; provided, however, that notwithstanding anything contained herein to the contrary, (i) (A) the aggregate
amount of gains resulting from Asset Dispositions of the consolidated Parties and included in the calculation of “Net Income” shall not exceed $5,000,000 for any fiscal quarter (or any portion thereof) included in the applicable
calculation 
  

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 period (on a gross basis, without netting for losses associated with other Asset Dispositions during such
fiscal quarter or any other time during the applicable calculation period); and (B) the aggregate amount of losses resulting from Asset Dispositions of the consolidated Parties and included in the calculation of “Net Income” shall not
exceed $5,000,000 for any fiscal quarter (or any portion thereof) included in the applicable calculation period (on a gross basis, without netting for gains associated with other Asset Dispositions during such fiscal quarter or any other time during
the applicable calculation period) and (ii) gains and losses resulting from an Asset Disposition involving the Highwoods Preserve Properties shall be calculated solely for purposes of determining the amount thereof to be included within “Net
Income” under this Credit Agreement (such amount to be subject to the limitations set forth in the preceding clause (i) in all events) using the appraised value (as reflected in the most recent appraisal delivered to and accepted by the
Administrative Agent) as the basis thereof for so long as the value of such Properties is determined in accordance with clause (h)(i) of the definition of Total Assets.” 
  
 (f) The following definition of “Restricted Period” is hereby inserted into Section 1.1 of
the Credit Agreement in the proper alphabetical order: 
  
 ““Restricted Period” means any period of time during which the Borrowers have, as a direct result of an adjustment of the Capitalization Rate by the Lenders in accordance with the terms of the definition of such term
(and for no other reason), failed to meet any of the financial covenants set forth herein, subject to the following: (a) each such period shall commence as of the first day on which any such adjustment occurs and no Restricted Period shall exist
with respect to a given adjustment in the Capitalization Rate to the extent such adjustment does not, as of the first day on which such adjustment occurs, cause the Borrowers to fail to meet any of the financial covenants set forth herein; and (b) a
Restricted Period in effect with respect to any given adjustment in the Capitalization Rate shall end on the earlier of (i) the date occurring one hundred twenty (120) days following the date of the applicable adjustment and (ii) the date on which
the Borrower is again in compliance with all financial covenants which were previously violated as a result of such adjustment.” 
  
 (g) Section 5.2(d) of the Credit Agreement is hereby deleted in its entirety and replaced with the following: 
  
 “No Default, Event of Default or (except in the case of
the extension of a Loan that is already outstanding) Restricted Period shall exist and be continuing either prior to or after giving effect thereto;’ 
  
 (e) Section 7.11(e) of the Credit Agreement is hereby deleted in its entirety and replaced with the following: 
  
 “(e) Fixed Charge Coverage Ratio. At all times,
the Fixed Charge Coverage Ratio shall be greater than 1.50 to 1.00.” 
  
 (h) Section 9.1(c)(i) of the Credit Agreement is hereby deleted in its entirety and replaced with the following: 
  
 “(i) default in the due performance or observance of any term, covenant or agreement contained in Sections 7.2, 7.4(a), 7.9, 7.11,
7.12 or 8.1 through 8.17, inclusive; provided, however, that if the Credit Parties default in performance or observance of any financial covenant set forth in Section 7.11 hereof solely as a result of an adjustment of the Capitalization Rate by the
Lenders in accordance with the terms of the definition of such term (and for no other reason), such resultant violation of such financial covenants shall not constitute an Event of Default hereunder to the extent the Borrower cures such violations
within a period of one hundred twenty (120) days following such adjustment; or” 
  
 2. Conditions Precedent. The effectiveness of this First 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 First Amendment duly executed by each of: the Borrowers, Guarantors and Supermajority Lenders; 
  

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 (b) payment by Borrowers of (i) any fees required by the Administrative Agent or Sole
Lead Arranger in connection with this First Amendment, (ii) a fee to each Lender executing and delivering its signature page to this First Amendment to the Administrative Agent on or before April 8, 2004, such fee for a particular Lender to be in an
amount equal to 0.05% times the maximum amount of such Lender’s Revolving Commitment, (iii) all other outstanding fees and expenses of the Administrative Agent and the Administrative Agent’s counsel incurred in connection with the
preparation of this First Amendment, (iv) all other fees and expenses relating to the preparation, execution and delivery of this First Amendment or otherwise related to the Credit Agreement or the Credit Documents which are due and payable as of
the date hereof, including, without limitation, payment to the Administrative Agent of attorneys’ fees, consultants’ fees, travel expenses, all fees and expenses associated with prior transactions entered into or contemplated by and
between Borrowers and the Administrative Agent and (v) all other fees and expenses due and then-owing from the Borrowers to the Administrative Agent and Lenders pursuant to the terms hereof, the terms of the Credit Agreement and the terms of the
other Credit Documents; and 
  
 (c) such other
documents, instruments and agreements as the Administrative Agent may reasonably request. 
  
 3. Representations. Each of the Borrowers and each of the 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 First Amendment and to perform its respective obligations hereunder and under the Credit Agreement, as amended by this
First Amendment, in accordance with their respective terms. This First Amendment has been duly executed and delivered by a duly authorized officers of each of the Borrowers and each Guarantor, respectively, and each of this First Amendment and the
Credit Agreement, as amended by this First 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 creditors generally 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 First Amendment and the performance by each of the Borrowers and/or the Guarantors of this First Amendment and the Credit Agreement, as amended by this First 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 already obtained) 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 the Guarantors 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 hereafter acquired 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 exist immediately
after giving effect to this First 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 Credit Agreement 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 warranties were set forth
in this First Amendment in full. 
  

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 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 this First 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 this First 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 construed without 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 First Amendment and this First 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 shall reimburse 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 First Amendment and the other agreements and documents executed and delivered in connection herewith. 
  
 9. Benefits. This First 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 this First 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 cure period, constitute an Event of Default under the Credit Documents.

  
 11. No Novation. The parties hereto intend this
First 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 and do not intend for such amendments to constitute a novation in any manner
whatsoever. 
  
 12. GOVERNING LAW. THIS FIRST
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 FULLY PERFORMED, IN SUCH STATE. 
  
 13. No Implied Agreements. 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, unless otherwise specifically stated herein. 
  
 14. Counterparts. This First 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 in making proof of this First 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 First Amendment shall be as effective 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 all parties, their successors and assigns. 
  
 15. Binding Effect. This First Amendment shall become effective
as of the date hereof 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 Guarantors and the Administrative Agent, and the
Administrative Agent 
  

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 shall have received copies hereof (telefaxed or otherwise) which, when taken together, bear the signatures of the
Supermajority Lenders, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of the Borrowers, the Guarantors, the Administrative Agent and each Lender and their respective successors and assigns. 
  
 16. Release. Each Credit Party hereby represents and warrants
that it has no claims, counterclaims, offsets, or defenses to the Credit Agreement or any of the Credit Documents, or to the performance of their respective obligations thereunder and, in consideration of the Lenders’ and Administrative
Agent’s willingness to grant the amendment referenced herein, hereby releases the Administrative Agent, the Lenders, the Sole Lead Arranger, the Sole Book Manager, the Syndication Agent and the Documentation Agent and each of their respective
officers, employees, representatives, agents, counsel and directors from any and all actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, now known or unknown, suspected or unsuspected
to the extent that any of the foregoing arises from any action or failure to act on or prior to the date hereof. 
  
 17. Definitions. All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Credit
Agreement. The interpretive provisions set forth in Sections 1.2 and 1.3 of the Credit Agreement shall apply to this First Amendment as though set forth herein. 
  

[Signature Pages to Follow] 
  

 6 








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

					
	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/ Edward J. Fritsch


	 	 	 Name:
	 	 Edward J. Fritsch

	 	 	 Title:
	 	 President


  
 (Signatures
continued on next page) 








									
	GUARANTORS:	 	HIGHWOODS/FLORIDA GP CORP.
	 	 	HIGHWOODS/TENNESSEE PROPERTIES, INC.
	 	 	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.

	 	 	RED RUN ASSOCIATES LLC
	 	 	 By:
	 	 Highwoods Realty Limited Partnership

	 	 	 	 	 By:
	 	 Highwoods Properties, Inc.

	 	 	WINSTON-SALEM INDUSTRIAL, LLC
	 	 	 By:
	 	 Highwoods Realty Limited Partnership

	 	 	 	 	 By:
	 	 Highwoods Properties, Inc.

	 	 	TAMPA TECH PRESERVE, LLC
	 	 	 By:
	 	 581 Highwoods, L.P

	 	 	 	 	 By:
	 	 Highwoods/Florida Holdings, L.P.

	 	 	 	 	 	 	 By:
	 	 Highwoods/Florida GP Corp.

	 	 	MARLEY CONTINENTAL HOMES OF KANSAS, L.L.C.
	 	 	 By:
	 	 Highwoods Properties, Inc.

	 	 	SOUTH PARK LAND, LLC
	 	 	 	 	 By:
	 	 Challenger, Inc.

	 	 	MG-HIW, LLC
	 	 	 By:
	 	 Highwoods Realty Limited Partnership

	 	 	 	 	 By:
	 	 Highwoods Properties, Inc.

	 	 	SOUTHWIND LAND HOLDINGS, LLC
	 	 	 By:
	 	 AP Southeast Portfolio Partners, L.P.

	 	 	 	 	 By:
	 	 Highwoods Realty GP Corp.

	 	 	AP SOUTHEAST PORTFOLIO PARTNERS, L.P.
	 	 	 	 	 By:
	 	 Highwoods Realty GP Corp.

	 	 	HIGHWOODS REALTY GP CORP.
	 	 	HIGHWOODS KC GLENRIDGE, LLC
	 	 	 By:
	 	 Highwoods Realty Limited Partnership

	 	 	 	 	 By:
	 	 Highwoods Properties, Inc.

	 	 	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/Florida Holdings, 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/CYPRESS COMMONS LLC
	 By:
	 	 AP Southeast Portfolio Partners, L.P.

	 	 	 By:
	 	 Highwoods Realty GP Corp.

	HIGHWOODS/INTERLACHEN HOLDINGS, L.P.
	 By:
	 	 Highwoods/Florida Holdings, L.P.

	 	 	 By:
	 	 Highwoods/Florida GP Corp.

	4600 COX ROAD LLC
	 By:
	 	 Highwoods/Florida Holdings, L.P.

	 	 	 By:
	 	 Highwoods/Florida GP Corp.

	PLAZA GIFT CARD, LLC
	 By:
	 	 Highwoods Services, Inc.

	HIGHWOODS CONSTRUCTION SERVICES, LLC
	 By:
	 	 Highwoods 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.

	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 VILLAGE, LLC
	 By:
	 	 Highwoods Realty Limited Partnership

	 	 	 By:
	 	 Highwoods Properties, Inc.

	SPI TRADEPORT OFFICE III, LLC
	 By:
	 	 Highwoods Realty Limited Partnership

	 	 	 By:
	 	 Highwoods Properties, Inc.



  
 (Signatures
continued on next page) 








					
	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.

	SPI TRADEPORT PLACE V, LLC
	 By:
	 	 Highwoods Realty Limited Partnership

	 	 	 By:
	 	 Highwoods Properties, Inc.

	HIWTP, LLC
	 	 	 By:
	 	 Highwoods Services, Inc.

	MG-HIW PEACHTREE CORNERS III, LLC
	 By:
	 	 Highwoods Realty Limited Partnership

	 	 	 By:
	 	 Highwoods Properties, Inc.

	GROVE PARK SQUARE, LLC
	 	 	 By:
	 	 HIGHWOODS SERVICES, INC.

	HIGHWOODS WELLNESS CENTER, LLC
	 	 	 By:
	 	 HIGHWOODS SERVICES, INC.

	HIGHWOODS 3322, LLC
	 	 	 By
	 	 HIGHWOODS/FLORIDA HOLDINGS, L.P.

	 	 	 	 	 By:  HIGHWOODS/FLORIDA GP CORP.

	NICHOLS PLAZA WEST, INC.
	OZARK MOUNTAIN VILLAGE, INC.
	4551 COX ROAD LLC
	 	 	 By:
	 	 HIGHWOODS REALTY LIMITED PARTNERSHIP

	 	 	 	 	 By:  HIGHWOODS PROPERTIES, INC.

	MG-HIW METROWEST I, LLC
	 By:
	 	 Highwoods Realty Limited Partnership

	 	 	 By:
	 	 Highwoods Properties, Inc.

	MG-HIW METROWEST II, LLC
	 By:
	 	 Highwoods Realty Limited Partnership

	 	 	 By:
	 	 Highwoods Properties, Inc.

	5525 GRAY STREET, LLC
	 By:
	 	 Highwoods Realty Limited Partnership

	 	 	 By:
	 	 Highwoods Properties, Inc.

	HIGHWOODS SITUS II, LLC
	 By:
	 	 Highwoods Realty Limited Partnership

	 	 	 By:
	 	 Highwoods Properties, Inc.

	BAY CENTER I, LLC
	 By:
	 	 Highwoods Realty Limited Partnership

	 	 	 By:
	 	 Highwoods Properties, Inc.

	BAY CENTER II, LLC
	 By:
	 	 Highwoods Realty Limited Partnership

	 	 	 By:
	 	 Highwoods Properties, Inc.

	581 HIGHWOODS, L.P.
	 By:
	 	 Highwoods/Florida Holdings, L.P.

	 	 	 By:
	 	 Highwoods/Florida GP Corp.

		
	 By:
	 	 /s/ Edward J. Fritsch


	 Name:
	 	 Edward J. Fritsch

	 Title:
	 	 President



  
 [signature
pages continued] 








					
		
	LENDERS/AGENTS:	 	BANK OF AMERICA, N.A.,
	 	 	 individually in its capacity as a Lender

	 	 	 and in its capacity as Administrative Agent

			
	 	 	 By:
	 	 /s/ Will T. Bowers


	 	 	 Name:
	 	 Will T. Bowers

	 	 	 Title:
	 	 Principal

		
	 	 	BANC OF AMERICA SECURITIES LLC,
	 	 	 individually in its capacity as Sole Lead Arranger
 and Sole Book Manager

			
	 	 	 By:
	 	 /s/ Wesley G. Carter


	 	 	 Name:
	 	 Wesley G. Carter

	 	 	 Title:
	 	 Vice President

		
	 	 	 [signature pages continued]










			
	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 individually in its capacity as a Lender

	 and in its capacity as Syndication Agent

		
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  


	
	 [signature pages continued]











			
	BRANCH BANKING AND TRUST COMPANY
	 individually in its capacity as a Lender

	 and as a Co-Documentation Agent

		
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  


	
	 [signature pages continued]











			
	FLEET NATIONAL BANK
	 individually in its capacity as a Lender

	 and as a Co-Documentation Agent

		
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  


	
	 [signature pages continued]











			
	WACHOVIA BANK, NATIONAL ASSOCIATION
	 individually in its capacity as a Lender

		
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  


	
	 [signature pages continued]











			
	PNC BANK, NATIONAL ASSOCIATION
	 individually in its capacity as a Lender

		
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  


	
	 [signature pages continued]











			
	AMSOUTH BANK
	 individually in its capacity as a Lender

		
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  


	
	 [signature pages continued]











			
	SOUTHTRUST BANK
	 individually in its capacity as a Lender

		
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  


	
	 [signature pages continued]











			
	RBC CENTURA BANK
	 individually in its capacity as a Lender

		
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  


	
	 [signature pages continued]











			
	UNION PLANTERS BANK
	 individually in its capacity as a Lender

		
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  


	
	 [end of signature pages]