Highwoods Realty LTD Partnership Sample Contracts

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OF MG-HIW, LLC
Operating Agreement • December 20th, 2000 • Highwoods Realty LTD Partnership • Lessors of real property, nec • Delaware
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Master Agreement • April 28th, 1998 • Highwoods Forsyth L P • Lessors of real property, nec • North Carolina
SECTION I AMENDMENT TO ARTICLE 3
Agreement and Plan of Merger • May 4th, 1998 • Highwoods Forsyth L P • Lessors of real property, nec • Missouri
ARTICLE I DEFINITIONS
Deposit Agreement • April 24th, 1998 • Highwoods Forsyth L P • Lessors of real property, nec • North Carolina
FIFTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 18, 2017 among HIGHWOODS PROPERTIES, INC. and HIGHWOODS REALTY LIMITED PARTNERSHIP, as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and The...
Credit Agreement • October 24th, 2017 • Highwoods Realty LTD Partnership • Lessors of real property, nec • New York

This FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of October 18, 2017, among HIGHWOODS REALTY LIMITED PARTNERSHIP, a North Carolina limited partnership (“Highwoods Realty”) and HIGHWOODS PROPERTIES, INC., a Maryland corporation (“Highwoods Properties”) (Highwoods Realty and Highwoods Properties are hereinafter referred to individually as a “Borrower” and collectively as the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), WELLS FARGO BANK, NATIONAL ASSOCIATION and PNC BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

FIRST AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 8, 2006 among HIGHWOODS PROPERTIES, INC., HIGHWOODS SERVICES, INC., HIGHWOODS REALTY LIMITED PARTNERSHIP, HIGHWOODS/TENNESSEE HOLDINGS, L.P. and HIGHWOODS FINANCE, LLC as Borrowers, BANK...
Credit Agreement • August 11th, 2006 • Highwoods Realty LTD Partnership • Lessors of real property, nec • North Carolina

This FIRST AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of August 8, 2006, 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”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

HIGHWOODS REALTY LIMITED PARTNERSHIP 7.65% NOTES DUE 2034 UNDERWRITING AGREEMENT November 14, 2023
Underwriting Agreement • November 15th, 2023 • Highwoods Realty LTD Partnership • Lessors of real property, nec • New York
EXECUTIVE SUPPLEMENTAL EMPLOYMENT AGREEMENT
Executive Supplemental Employment Agreement • July 23rd, 2019 • Highwoods Realty LTD Partnership • Lessors of real property, nec • North Carolina

AGREEMENT by and between HIGHWOODS PROPERTIES, INC., a Maryland corporation (the “Company”), and Brian M. Leary (the “Executive”), dated as of July 19, 2019.

Highwoods Properties, Inc. Common Stock ($.01 par value) EQUITY DISTRIBUTION AGREEMENT
Equity Distribution Agreement • February 8th, 2023 • Highwoods Realty LTD Partnership • Lessors of real property, nec • New York

Highwoods Properties, Inc., a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through [_] (“[_]”), as sales agent and/or principal (the “Agent”), shares (the “Shares”) of the Company’s common stock, $.01 par value per share (the “Common Stock”), having an aggregate gross sales price of up to $300,000,000 on the terms set forth in Section 2 of this Equity Distribution Agreement (this “Agreement”). The Company agrees that whenever it determines to sell Shares directly to the Agent as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement.

SIXTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 18, 2021 among HIGHWOODS PROPERTIES, INC. and HIGHWOODS REALTY LIMITED PARTNERSHIP, as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, an L/C Issuer and a Lender, The Other L/C...
Credit Agreement • March 19th, 2021 • Highwoods Realty LTD Partnership • Lessors of real property, nec • New York

This SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of March 18, 2021, among HIGHWOODS REALTY LIMITED PARTNERSHIP, a North Carolina limited partnership (“Highwoods Realty”) and HIGHWOODS PROPERTIES, INC., a Maryland corporation (“Highwoods Properties”) (Highwoods Realty and Highwoods Properties are hereinafter referred to individually as a “Borrower” and collectively as the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), WELLS FARGO BANK, NATIONAL ASSOCIATION and PNC BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents, BANK OF AMERICA, N.A., as Administrative Agent and an L/C Issuer, and the other L/C Issuers party hereto.

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TERM LOAN AGREEMENT Dated as of September 28, 2015 among
Term Loan Agreement • September 30th, 2015 • Highwoods Realty LTD Partnership • Lessors of real property, nec • New York

This TERM LOAN AGREEMENT (“Agreement”) is entered into as of September 28, 2015, among HIGHWOODS REALTY LIMITED PARTNERSHIP, a North Carolina limited partnership (“Highwoods Realty”) and HIGHWOODS PROPERTIES, INC., a Maryland corporation (“Highwoods Properties”) (Highwoods Realty and Highwoods Properties are hereinafter referred to individually as a “Borrower” and collectively as the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), WELLS FARGO BANK, NATIONAL ASSOCIATION and PNC BANK, NATIONAL ASSOCIATION, collectively as Co-Syndication Agents, and BANK OF AMERICA, N.A., as Administrative Agent.

AMENDED AND RESTATED EXECUTIVE SUPPLEMENTAL EMPLOYMENT AGREEMENT
Executive Supplemental Employment Agreement • February 12th, 2013 • Highwoods Realty LTD Partnership • Lessors of real property, nec • North Carolina

AGREEMENT by and between HIGHWOODS PROPERTIES, INC., a Maryland corporation (the “Company”), and Terry L. Stevens (the “Executive”), dated as of February 12, 2013.

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • July 27th, 2021 • Highwoods Realty LTD Partnership • Lessors of real property, nec • Georgia

This Purchase and Sale Agreement (this “Agreement”) is dated and made as of April 16, 2021 (the “Effective Date”) by and among (i) POP ARMOUR YARDS, LLC, a Delaware limited liability company, and POP 251 ARMOUR YARDS, LLC, a Delaware limited liability company (individually and collectively, “Seller”), having an address at 3284 Northside Parkway, Suite 150, Atlanta, GA 30327, and (ii) HIGHWOODS REALTY LIMITED PARTNERSHIP, a North Carolina limited partnership with an office at 3100 Smoketree Court, Suite 600, Raleigh, North Carolina 27604 (“Purchaser”).

CREDIT AGREEMENT Dated as of July 29, 2021 among HIGHWOODS PROPERTIES, INC. and HIGHWOODS REALTY LIMITED PARTNERSHIP, as Borrowers, JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Lender, The Other Lenders Party Hereto BANK OF AMERICA, N.A.,...
Credit Agreement • July 30th, 2021 • Highwoods Realty LTD Partnership • Lessors of real property, nec • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of July 29, 2021, among HIGHWOODS REALTY LIMITED PARTNERSHIP, a North Carolina limited partnership (“Highwoods Realty”) and HIGHWOODS PROPERTIES, INC., a Maryland corporation (“Highwoods Properties”) (Highwoods Realty and Highwoods Properties are hereinafter referred to individually as a “Borrower” and collectively as the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., PNC BANK, NATIONAL ASSOCIATION, AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents, and JPMORGAN CHASE BANK, N.A., as Administrative Agent.

THIRD AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • January 25th, 2024 • Highwoods Realty LTD Partnership • Lessors of real property, nec • New York

This SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of March 18, 2021, among HIGHWOODS REALTY LIMITED PARTNERSHIP, a North Carolina limited partnership (“Highwoods Realty”) and HIGHWOODS PROPERTIES, INC., a Maryland corporation (“Highwoods Properties”) (Highwoods Realty and Highwoods Properties are hereinafter referred to individually as a “Borrower” and collectively as the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), WELLS FARGO BANK, NATIONAL ASSOCIATION and PNC BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents, BANK OF AMERICA, N.A., as Administrative Agent and an L/C Issuer, and the other L/C Issuers party hereto.

FIRST AMENDMENT TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 26th, 2022 • Highwoods Realty LTD Partnership • Lessors of real property, nec • New York

This SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of March 18, 2021, among HIGHWOODS REALTY LIMITED PARTNERSHIP, a North Carolina limited partnership (“Highwoods Realty”) and HIGHWOODS PROPERTIES, INC., a Maryland corporation (“Highwoods Properties”) (Highwoods Realty and Highwoods Properties are hereinafter referred to individually as a “Borrower” and collectively as the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), WELLS FARGO BANK, NATIONAL ASSOCIATION and PNC BANK, NATIONAL ASSOCIATION, as Co-Syndication Agents, BANK OF AMERICA, N.A., as Administrative Agent and an L/C Issuer, and the other L/C Issuers party hereto.

THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 27, 2011 among HIGHWOODS PROPERTIES, INC., HIGHWOODS SERVICES, INC. and HIGHWOODS REALTY LIMITED PARTNERSHIP, as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender...
Credit Agreement • July 29th, 2011 • Highwoods Realty LTD Partnership • Lessors of real property, nec • North Carolina

This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of July 27, 2011, among HIGHWOODS REALTY LIMITED PARTNERSHIP, a North Carolina limited partnership (“Highwoods Realty”), HIGHWOODS PROPERTIES, INC., a Maryland corporation (“Highwoods Properties”) and HIGHWOODS SERVICES, INC., a North Carolina corporation (“Highwoods Services”) (Highwoods Realty, Highwoods Properties and Highwoods Services are hereinafter referred to individually as a “Borrower” and collectively as the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), WELLS FARGO BANK, NATIONAL ASSOCIATION as Syndication Agent and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

HIGHWOODS PROPERTIES, INC. COMMON STOCK, $.01 PAR VALUE UNDERWRITING AGREEMENT
Underwriting Agreement • September 12th, 2008 • Highwoods Realty LTD Partnership • Lessors of real property, nec • New York

Highwoods Properties, Inc., a Maryland corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as managers (the “Managers”), the number of shares of its Common Stock, $.01 par value, set forth in Schedule I hereto (the “Shares”). The shares of Common Stock, $.01 par value, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Common Stock.” If the firm or firms listed in Schedule II hereto include only the Managers listed in Schedule I hereto, then the terms “Underwriters” and “Managers” as used herein shall each be deemed to refer to such firm or firms.

FORM OF ATM EQUITY OFFERINGSM SALES AGREEMENT
Terms Agreement • February 11th, 2014 • Highwoods Realty LTD Partnership • Lessors of real property, nec • New York

Highwoods Properties, Inc., a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), as sales agent and/or principal (the “Agent”), shares (the “Shares”) of the Company’s common stock, $.01 par value (the “Common Stock”), having an aggregate gross sales price of up to $250,000,000 on the terms set forth in Section 2 of this ATM Equity OfferingSM Sales Agreement (this “Agreement”). The Company agrees that whenever it determines to sell Shares directly to the Agent as principal, it will enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Annex I hereto, relating to such sale in accordance with Section 3 of this Agreement.

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT Dated as of November 12, 2013 among HIGHWOODS PROPERTIES, INC., and HIGHWOODS REALTY LIMITED PARTNERSHIP, as Borrowers, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and...
Credit Agreement • November 13th, 2013 • Highwoods Realty LTD Partnership • Lessors of real property, nec • New York

This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of November [12], 2013, among HIGHWOODS REALTY LIMITED PARTNERSHIP, a North Carolina limited partnership (“Highwoods Realty”) and HIGHWOODS PROPERTIES, INC., a Maryland corporation (“Highwoods Properties”) (Highwoods Realty and Highwoods Properties are hereinafter referred to individually as a “Borrower” and collectively as the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), WELLS FARGO BANK, NATIONAL ASSOCIATION as Syndication Agent and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

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