FORM OF NOTE]Highwoods Realty LTD Partnership • March 22nd, 2007 • Lessors of real property, nec
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN OR THEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)); (2) AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY PRIOR TO THE EXPIRATION OF THE HOLDING PERIOD APPLICABLE TO SALES OF THIS SECURITY UNDER RULE 144(k) UNDER THE SECURITIES ACT (OR ANY SUCCESSOR PROVISION), ONLY (A) TO HIGHWOODS REALTY LIMITED PARTNERSHIP (THE “IS
REGISTRATION RIGHTS AGREEMENT by and among HIGHWOODS REALTY LIMITED PARTNERSHIP HIGHWOODS PROPERTIES, INC. and Banc of America Securities LLC Wachovia Capital Markets, LLC Dated as of March 22, 2007Registration Rights Agreement • March 22nd, 2007 • Highwoods Realty LTD Partnership • Lessors of real property, nec • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 22, 2007, by and among Highwoods Realty Limited Partnership, a North Carolina limited partnership (the “Operating Partnership”), Highwoods Properties, Inc., a Maryland corporation (the “Company”), and Banc of America Securities LLC, Wachovia Capital Markets, LLC, Credit Suisse Securities (USA) LLC, BB&T Capital Markets, a division of Scott & Stringfellow, Inc., Morgan Keegan & Company, Inc., FTN Financial Securities Corp., PNC Capital Markets LLC and Wells Fargo Securities, LLC (collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Operating Partnership’s 5.85% Notes due March 15, 2017 (the “Initial Notes”) pursuant to the Purchase Agreement, dated March 19, 2007 (the “Purchase Agreement”), among the Operating Partnership, the Company and the Initial Purchasers.
