Exhibit 10.1
FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT ("Fourth Amendment") is made
and entered into as of December 10, 1999, 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"),
HIGHWOODS/TENNESSEE HOLDINGS, L.P. a Tennessee limited partnership ("Highwoods
Tennessee"), 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, as amended by (i) a First Amendment
to Credit Agreement dated as of December 23, 1998, (ii) a Second Amendment to
Credit Agreement dated as of December 31, 1998, (iii) a Third Amendment to
Credit Agreement dated as of November 15, 1999 and (iv) any Joinder Agreements
executed through the date hereof (collectively, the "Credit Agreement") by and
among Highwoods Properties, Highwoods Realty, Highwoods Services, Highwoods
Finance and Highwoods/Tennessee Holdings, L.P. (Highwoods Properties, Highwoods
Realty, Highwoods Services, Highwoods Finance and Highwoods/Tennessee Holdings,
L.P. are hereinafter referred to individually as a "Borrower" and collectively
as the "Borrowers"), certain Subsidiaries of the Borrowers, the Lenders party
thereto, Bank of America, N.A., as successor in interest to NationsBank, N.A.,
as Administrative Agent for the Lenders (the "Administrative Agent"), First
Union National Bank, as Syndication Agent for the Lenders, ▇▇▇▇▇ Fargo Bank,
National Association, as Documentation Agent for the Lenders and the
institutions identified therein as Managing Agents. Defined terms used herein
without definition shall have the meaning ascribed to such terms in the Credit
Agreement;
WHEREAS, the Borrowers have requested, and the Lenders have agreed, to
amend certain provisions of the Credit Agreement;
WHEREAS, the parties wish to enter into this Fourth Amendment to
reflect such amendments;
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 and Credit Documents.
1.1 The following definitions in Section 1.1 of the Credit
Agreement are amended and modified, or added, to read as follows:
"Adjusted Investment Value" means, as of any date,
(a) with respect to the ratio specified in clause (ix) of the
definition of "Permitted Investments", the sum of (i) the
total assets as of such date, as determined in accordance with
GAAP, of Non-Wholly Owned Subsidiaries which are Credit
Parties, less (ii) that portion thereof attributable to the
owners thereof other than Highwoods Properties, Highwoods
Realty or any Wholly Owned Subsidiary, and (b) with respect to
the ratio specified in clause (x) of the definition of
"Permitted Investments", the sum of (i) investments in
unconsolidated subsidiaries as shown on the balance sheet of
the Consolidated Parties as of such date of determination,
plus (ii) (A) the total assets as of such date, as determined
in accordance with GAAP, of Non-Wholly Owned Subsidiaries
which are not Credit Parties, less (B) that portion thereof
attributable to the owners thereof other than Highwoods
Properties, Highwoods Realty or any Wholly Owned Subsidiary,
plus (iii) the aggregate outstanding principal balance of all
loans made by a Consolidated Party to a Person which is not a
Credit Party to the extent such loans are not included in (i)
or (ii) of this subsection (b), plus (iv) the aggregate
outstanding principal balance of all loans made by a third
party to a Person which is not a Credit Party if such loans
are guaranteed by a Consolidated Party to the extent such
guaranteed loans are not included in (i), (ii) or (iii) of
this subsection (b).
"Net Asset Sales Proceeds" means, with respect to any
Asset Disposition (other than an Asset Disposition qualifying
as a like kind exchange under Section 1031 of the Code), the
aggregate proceeds received by any Consolidated Party in cash
or Cash Equivalents (including payments in respect of deferred
payment obligations when received in the form of cash or Cash
Equivalents and including any proceeds which are used by the
applicable Consolidated Party to retire in whole or in part
any Indebtedness encumbering the Property sold) plus the
aggregate principal amount of any Indebtedness encumbering the
Property sold assumed by the purchaser of such Property, net
of (i) direct costs (including, without limitation, legal,
accounting and investment banking fees, sales commissions,
transfer and recording charges and taxes and other closing
costs customarily allocated to sellers), and (ii) taxes paid
or payable by the Consolidated Parties as a result thereof
after taking into account any reduction in consolidated tax
liability due to available tax credits, deductions or losses,
any tax sharing arrangements and any distributions to
shareholders or partners otherwise allowed pursuant to the
terms hereof; it being understood that "Net Asset Sales
Proceeds" shall include, without limitation and without
duplication, any cash or Cash Equivalents received upon the
sale or other disposition of any non-cash consideration
received by any such Consolidated Party in any Asset
Disposition.
"Quarterly Stock Repurchase/Joinder Statement" means
a certificate, prepared on a quarterly basis by the Principal
Borrower, setting forth (a) the classes, number and value of
any shares or other evidences of Capital Stock of the
Principal Borrower purchased, redeemed, retired or otherwise
acquired for value by the Principal Borrower during the
immediately preceding fiscal quarter, and the total amount
paid for such Capital Stock, (b) detailed calculations for (i)
gross asset sales proceeds and Net Asset Sales Proceeds from
(A) Asset Dispositions not involving Speculative Land and (B)
Asset Dispositions of Speculative Land, in each case for the
immediately preceding fiscal quarter, and (ii) the amounts
available, based on the calculations done in connection with
clause (i), for the purchase, redemption, retirement or
acquisition of Capital Stock of the Principal Borrower for
such quarter pursuant to Section 7.11(k) hereof, (iii) a list
of assets sold during the preceding quarter to the extent that
the proceeds from the sale of such assets are used in the
calculations made in clause (ii) hereof, (iv) a projection of
expected Asset Dispositions for the four fiscal quarters
following the quarter referenced in clauses (i) through (iii)
on a quarter by quarter basis, and (v) a list of all
Subsidiaries acquired or created during the immediately
preceding fiscal quarter, together with a schedule of the
assets owned by each such Subsidiary.
"Restricted Payment" means (i) any dividend or other
distribution, direct or indirect, on account of any shares of
any class of Capital Stock of any Consolidated Party, now or
hereafter
outstanding, (ii) any redemption, retirement, sinking fund or
similar payment, purchase or other acquisition for value,
direct or indirect, of any shares of any class of Capital
Stock of any Consolidated Party, now or hereafter outstanding
and (iii) any payment made to retire, or to obtain the
surrender of, any outstanding warrants, options or other
rights to acquire shares of any class of Capital Stock of any
Consolidated Party, now or hereafter outstanding; provided,
however, that none of the following shall be deemed to be a
Restricted Payment:
(A) any distribution by Highwoods Properties
to the holders of its Capital Stock consisting of
shares of Capital Stock or rights to acquire its
Capital Stock;
(B) the redemption by Highwoods Realty of
the Capital Stock of Highwoods Realty upon the demand
of a holder thereof as required by the Higwoods
Realty Limited Partnership Agreement;
(C) the purchase by Highwoods Realty or
Highwoods Properties of the Capital Stock of either
of them in connection with the net or "cashless
exercise" of warrants or options;
(D) any distribution by a Consolidated Party
to a Wholly Owned Subsidiary other than a
Non-Guarantor Subsidiary;
(E) (1) the payment of dividends by
Highwoods Properties to the extent necessary to
retain its status as a REIT or to meet the
distribution requirements of Section 857 of the Code
and (2) in addition to any amounts distributed
pursuant to subclause (1) above, an aggregate amount
not to exceed $5,000,000 during the term of this
Credit Agreement,
(F) any distribution by a Subsidiary of
Highwoods Realty to its parent or to Highwoods
Realty;
(G) (1) distributions by Highwoods Realty to
Highwoods Properties to the extent necessary to allow
Highwoods Properties to maintain its status as a REIT
or to meet the distribution requirements of Section
857 of the Code and (2) in addition to any amounts
distributed pursuant to subclause (1) above, an
aggregate amount not to exceed $5,000,000 during the
term of this Credit Agreement.
1.2 Clause (x) of the definition of "Permitted Investments" in
Section 1.1 of the Credit Agreement is amended to read as follows:
(x) Investments in any Person that is not a
Consolidated Party provided that the aggregate Adjusted
Investment Value of all such Investments in all such Persons
does not exceed 10% of Adjusted Total Assets in the aggregate
at any one time outstanding.
1.3 Section 2.1(a) of the Credit Agreement is hereby deleted in
its entirety and amended to read as follows:
(a) Revolving Commitment. Subject to the terms and
conditions hereof and in reliance upon the representations and
warranties set forth herein, each Lender severally agrees to
make available to the Borrowers such Lender's Commitment
Percentage of revolving credit loans requested by the
Borrowers in Dollars ("Revolving Loans") from time to time
from the Closing Date until the Maturity Date, or such earlier
date as the Revolving Commitments shall have been terminated
as provided herein for the purposes hereinafter set forth;
provided, however, that the sum of the aggregate principal
amount of outstanding
Revolving Loans shall not exceed FOUR HUNDRED FIFTY MILLION
DOLLARS ($450,000,000) (as such aggregate maximum amount may
be reduced from time to time as provided in Section 3.4, the
"Revolving Committed Amount"); provided, further, (i) with
regard to each Lender individually, such Lender's outstanding
Revolving Loans shall not exceed such Lender's Commitment
Percentage of the Revolving Committed Amount, and (ii) with
regard to the Lenders collectively, 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 exceed the Revolving
Committed Amount. Revolving Loans may consist of Base Rate
Loans or Eurodollar Loans, or a combination thereof, as the
Borrowers may request, and may be repaid and reborrowed in
accordance with the provisions hereof; provided, however, that
no more than ten (10) Eurodollar Loans shall be outstanding
hereunder at any time. For purposes hereof, Eurodollar Loans
with different Interest Periods shall be considered as
separate Eurodollar Loans, even if they begin on the same
date, although borrowings, extensions and conversions may, in
accordance with the provisions hereof, be combined at the end
of existing Interest Periods to constitute a new Eurodollar
Loan with a single Interest Period. Revolving Loans hereunder
may be repaid and reborrowed in accordance with the provisions
hereof.
1.4 Section 2.2(a) is hereby deleted in its entirety and 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 ▇▇▇▇▇'▇, 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) TWO HUNDRED TWENTY-FIVE
MILLION DOLLARS ($225,000,000) 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).
1.5 Schedule 2.1(a) of the Credit Agreement is hereby deleted in
its entirety and replaced with Schedule 2.1(a) (Fourth Amendment) attached
hereto.
1.6 Schedule 6.13 of the Credit Agreement is deleted in its
entirety and replaced with
Schedule 6.13 (Fourth Amendment) attached hereto.
1.7 Section 7.11(k) of the Credit Agreement is deleted in its
entirety and replaced with the following:
(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 that (i) the Credit Parties may
make distributions, in the aggregate, in an amount not to
exceed one hundred percent (100%) of Cash Available for
Distribution, and (ii) on and after December 10, 1999, the
Principal Borrower may purchase, redeem, retire or otherwise
acquire for value any shares of any class of Capital Stock of
the Principal Borrower, provided, however, that the amount of
all such purchases, redemptions, retirements or payments shall
not exceed in the aggregate the lesser of:
I. the sum of (x) 75% of Net Asset Sales
Proceeds derived from sales of Speculative
Land on and after December 10, 1999, plus
(y) 30% of Net Asset Sales Proceeds derived
from sales of Properties of the Consolidated
Parties not considered to be Speculative
Land on and after December 10, 1999, and
II. $225,000,000.
Notwithstanding anything herein to the contrary, the
cumulative sum of the products resulting from the
forumulas in (x) and (y) of clause I above shall not
exceed the sum of (i) the aggregate amount of Net
Asset Sales Proceeds received as a result of Asset
Dispositions minus (ii) any proceeds which are used
by the applicable Consolidated Parties to retire in
whole or in part any Indebtedness encumbering the
Properties sold minus (iii) the aggregate principal
amount of any Indebtedness encumbering the Properties
sold assumed by the purchasers of such Properties.
1.8 The following Section 7.1(l) is hereby added to the Credit
Agreement:
(l) Quarterly Stock Repurchase/Joinder Statements. As
soon as available, and in any event, within forty-five (45)
days after the end of each fiscal quarter, a Quarterly Stock
Repurchase/Joinder Statement. Attached to such Quarterly Stock
Repurchase/Joinder Statement shall be (i) a certification from
a Responsible Officer confirming that, as of the date of the
Quarterly Stock Repurchase/Joinder Statement, there exist no
Subsidiaries that should be, but have not yet been, joined as
Credit Parties and (ii) copies of all Joinder Agreements
executed during the immediately preceding fiscal quarter.
1.9 Section 7.11(g) of the Credit Agreement is hereby deleted in
its entirety and amended to read as follows:
(g) Tangible Net Worth. At all times the Tangible Net
Worth shall be greater than or equal to the sum of (i)
$1,779,000,000, plus (ii) an amount equal to 85% of the Net
Cash Proceeds of any Equity Issuance received by the
Consolidated Parties subsequent to the Closing Date calculated
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, less (iii) an amount equal to 85% of the
aggregate Dollar amount paid by the Principal Borrower for the
purchase, redemption, retirement or acquisition of Capital
Stock of the Principal Borrower pursuant to Section 7.11(k)
hereof as set forth in the Quarterly Compliance Certificates
delivered to the Agent pursuant to Section 7.1(l).
1.10 Section 7.12 of the Credit Agreement is hereby deleted in its
entirety and amended to read as follows:
7.12 ADDITIONAL CREDIT PARTIES.
If any Person becomes a Subsidiary of any Credit
Party or upon the formation of any Preferred Stock Subsidiary
or if at any time any Non-Guarantor Subsidiary (other than the
▇▇▇▇▇▇▇ Entities) could become a Credit Party without
violating the terms of any material contract, agreement or
document to which it is a party, the Principal Borrower shall
(a) if such Person is a Domestic Subsidiary of a Credit Party
or a Preferred Stock Subsidiary, cause such Person to execute
a Joinder Agreement in substantially the same form as Exhibit
7.12 on or before the deadline for delivery of the next
Quarterly Stock Repurchase/Joinder Statement, (b) provide the
Administrative Agent with notice thereof on a quarterly basis
by delivering a Quarterly Stock Repurchase/Joinder Statement
and other documentation as required in Section 7.1(l), and (c)
cause such Person to deliver such other documentation as the
Administrative Agent may reasonably request in connection with
the foregoing, including, without limitation, certified
resolutions and other organizational and authorizing documents
of such Person, favorable opinions of counsel to such Person
(which shall cover, among other things, the legality,
validity, binding effect and enforceability of the
documentation referred to above), all in form, content and
scope reasonably satisfactory to the Administrative Agent. If
a Non-Guarantor Subsidiary executes and delivers a Joinder
Agreement it shall no longer be deemed a Non-Guarantor
Subsidiary under this Credit Agreement.
1.11 Section 8.17 of the Credit Agreement is hereby deleted in its
entirety and amended to read as follows:
8.17 ASSET DISPOSITIONS.
The Credit Parties will not permit any Consolidated
Party to make any Asset Disposition in which the value of the
assets sold or otherwise disposed pursuant to such Asset
Disposition exceeds $30,000,000 unless the Principal Borrower
shall have delivered to the Administrative Agent at least two
(2) Business Days prior to such Asset Disposition a Pro Forma
Compliance Certificate demonstrating that, upon giving effect
to such Asset Disposition, on a pro forma basis the Credit
Parties shall be in compliance with all of the covenants
contained in Section 7.11.
SECTION 2. No Other Amendment or Waiver; No Novation. Except for the
amendments expressly set forth above, the Credit Agreement shall remain
unchanged and in full force and effect, and nothing herein shall be deemed to
constitute a novation on the part of the Lenders.
SECTION 3. 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 Fourth
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 Fourth Amendment.
SECTION 4. Ratification of Agreement. Except as expressly amended
herein, all terms, covenants and conditions of the Credit Agreement and all
other Credit Documents shall remain in full force and effect. The parties hereto
do expressly ratify and confirm the Credit Agreement as amended herein.
SECTION 5. 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 6. Binding Nature. This Fourth Amendment shall be binding upon
and inure to the benefit of the parties hereto, their respective heirs,
successors, successors-in-titles, and assigns.
SECTION 7. Governing Law. This Fourth Amendment shall be governed by,
and construed in accordance with, the laws of the State of North Carolina.
SECTION 8. Entire Understanding. This Fourth 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 9. Counterparts. This Fourth 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]
IN WITNESS WHEREOF, the parties hereto have executed this Fourth
Amendment through their authorized officers as of the date first above written.
BORROWERS:
HIGHWOODS PROPERTIES, INC.,
a Maryland corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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HIGHWOODS FINANCE, LLC,
a Delaware limited liability company
By: Highwoods Properties, Inc.,
its sole member
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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HIGHWOODS REALTY LIMITED PARTNERSHIP,
a North Carolina limited partnership
By: Highwoods Properties, Inc.,
its sole general partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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HIGHWOODS SERVICES, INC.,
a North Carolina corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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HIGHWOODS/TENNESSEE HOLDINGS, L.P.,
a Tennessee limited partnership
By: Highwoods/Tennessee Properties, Inc.,
its sole general partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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GUARANTORS:
HIGHWOODS/FLORIDA HOLDINGS, L.P.,
a Delaware limited partnership
By: Highwoods/Florida GP Corp.,
its sole general partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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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: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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RC ONE LLC,
a Maryland limited liability company
By: Highwoods Properties, Inc.,
its sole manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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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: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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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: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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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: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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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: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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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: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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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: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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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: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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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: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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HPI TITLE AGENCY, LLC,
a North Carolina limited liability company
By: Highwoods Services, Inc.,
its sole manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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HIGHWOODS WELLNESS CENTER, LLC,
A North Carolina limited liability company
By: Highwoods Services, Inc.,
its sole manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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MARLEY CONTINENTAL HOMES OF KANSAS,
a Kansas general partnership
By: Highwoods Properties, Inc.,
its managing general partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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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: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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HIGHWOODS/FLORIDA GP CORP.,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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HIGHWOODS/TENNESSEE PROPERTIES, INC.,
a Tennessee corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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PIKESVILLE SPORTSMAN'S CLUB, INC.,
a Maryland corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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SOUTHEAST REALTY OPTIONS CORP.,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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ATRIUM ACQUISITION CORP.,
a Maryland corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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ALAMEDA TOWERS DEVELOPMENT COMPANY,
a Missouri corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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BOARD OF TRADE REDEVELOPMENT CORPORATION,
a Missouri corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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CHALLENGER, INC.,
a Kansas corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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GUARDIAN MANAGEMENT, INC.,
a Kansas corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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▇▇▇▇▇▇▇ PLAZA WEST, INC.,
a Missouri corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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OZARK MOUNTAIN VILLAGE, INC.,
a Missouri corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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PLAZA LAND COMPANY,
a Florida company
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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SOMEDAY, INC.,
a Kansas corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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KC CONDOR, INC.,
a Missouri corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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THE ▇.▇. ▇▇▇▇▇▇▇ REALTY COMPANY,
a Missouri company
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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1ST ▇▇▇▇▇ CORP.,
a California corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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1707 ORLANDO CENTRAL, LLC,
a Delaware limited liability company
By: HIGHWOODS/FLORIDA HOLDINGS, L.P.,
its sole manager
By: HIGHWOODS/FLORIDA GP CORP.,
its sole general partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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581 HIGHWOODS, 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: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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HIGHWOODS CONSTRUCTION SERVICES, LLC,
a North Carolina limited liability company
By: HIGHWOODS SERVICES, INC.
its sole manager
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
--------------------------------
HIGHWOODS DLF, LLC,
a Delaware limited liability company
By: HIGHWOODS REALTY LIMITED PARTNERSHIP,
its sole manager
By: HIGHWOODS PROPERTIES, INC.
its sole general partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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AP-GP SOUTHEAST PORTFOLIO PARTNERS, L.P.,
a Delaware limited partnership
By: HIGHWOODS REALTY GP CORP.,
its sole general partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
--------------------------------
AP SOUTHEAST PORTFOLIO PARTNERS, L.P.,
a Delaware limited partnership
By: AG-GP SOUTHEAST PORTFOLIO PARTNERS, L.P.,
its sole general partner
By: HIGHWOODS REALTY GP CORP.,
its sole general partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
------------------------
HIGHWOODS REALTY GP CORP.,
a Delaware corporation
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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HIGHWOODS/CYPRESS COMMONS LLC,
a Delaware limited liability company
By: HIGHWOODS/FLORIDA HOLDINGS, L.P.,
its sole general partner
By: HIGHWOODS/FLORIDA GP CORP.,
its sole general partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: President & CEO
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LENDERS:
BANK OF AMERICA, N.A.,
Individually in its capacity as a Lender
And in its capacity as Administrative Agent
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Title: Vice President
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FIRST UNION NATIONAL BANK
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Vice President
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▇▇▇▇▇ FARGO BANK, NATIONAL
ASSOCIATION
By: /s/ ▇▇▇▇ ▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇
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Title: Assistant Vice President
--------------------------------
SOUTHTRUST BANK, N.A.
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Assistant Vice President
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COMMERZBANK AG, NEW YORK AND GRAND CAYMAN
BRANCHES
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ E. ▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------- --------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: E. ▇▇▇▇▇▇ ▇▇▇▇▇
------------------------------- --------------------------
Title: Assistant Vice President Title: Assistant Vice President
-------------------------------- --------------------------
WACHOVIA BANK, N.A.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title: Sr. Vice President
--------------------------------
CENTURA BANK
By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: Corporate Banking Officer
--------------------------------
PNC BANK, NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Assistant Vice President
--------------------------------
FLEET NATIONAL BANK
By: /s/ ▇. ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇. ▇. ▇▇▇▇▇▇▇▇▇
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Title: Group Manager
--------------------------------
AMSOUTH BANK
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: AVP
--------------------------------
DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
Title: Vice President
--------------------------------
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
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Title: Assistant Treasurer
--------------------------------
DG BANK DEUTSCHE GENOSSENSCHAFTSBANK, AG
CAYMAN ISLAND BRANCH
By: /s/ ▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇ ▇. ▇'▇▇▇▇▇▇▇
-------------------------------
Title: Vice President
--------------------------------
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------
Title: Senior Vice President
--------------------------------
MELLON BANK, N.A.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------------
Title: First Vice President
--------------------------------
FIRSTRUST SAVINGS BANK
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
-------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
-------------------------------
Title: Vice President
--------------------------------
CREDIT LYONNAIS, NEW YORK BRANCH
By: ________________________________
Name: ________________________________
Title:________________________________
BAYERISCHE HYPO-UND VEREINSBANK, AG
By: ________________________________
Name: ________________________________
Title:________________________________
By: ________________________________
Name: ________________________________
Title:________________________________
ERSTE BANK DER OESTERREICHISCHEN
SPARKASSEN AG
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
Title: Vice President - Erste Bank New
York Branch
--------------------------------
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
-------------------------------
Title: First Vice President
--------------------------------