Unless this certificate is presented by an authorized representative of the
Depository Trust Company (the "Depositary") (55 Water Street, New York, New
York) to the Issuer hereof or its agent for registration of transfer, exchange
or payment, and any certificate issued is registered in the name of Cede & Co.
or such other name as requested by an authorized representative of the
Depositary and any payment is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the
registered owner hereof, Cede & Co., has an interest herein.
Unless and until it is exchanged in whole or in part for securities in
certificated form, this security may not be transferred except as a whole by the
Depositary to a nominee of the Depositary or by a nominee of the Depositary to
the Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary.
REGISTERED PRINCIPAL AMOUNT:
No. 1 $125,000,000
CUSIP NO.: 431282 AD4
HIGHWOODS/FORSYTH LIMITED PARTNERSHIP
6.835% MandatOry Par Put Remarketed Securities(sm) ("MOPPRS(sm)")
due February 1, 2013
ORIGINAL ISSUE DATE: INTEREST RATE STATED MATURITY DATE:
February 2, 1998 TO REMARKETING February 1, 2013
DATE: 6.835%
REMARKETING DATE: INTEREST RATE
January 31, 2003 TO MATURITY: To be determined as provided herein and set
forth in the records of the Trustee
AUTHORIZED DENOMINATION: INTEREST PAYMENT DATE(S):
$1,000 and integral multiples thereof February 1 and August 1 (except that
the Interest Payment Date otherwise
occurring on February 1, 2003 will
instead occur on January 31, 2003)
- -----------
"MandatOry Par Put Remarketed Securities(sm)" and "MOPPRS(sm)" are service marks
owned by Merrill Lynch & Co., Inc.
HIGHWOODS/FORSYTH LIMITED PARTNERSHIP, a North Carolina limited
partnership (hereinafter called the "Issuer," which term shall include any
successor partnership or entity under the Indenture hereinafter referred to),
for value received, hereby promises to pay to Cede & Co., a nominee of The
Depository Trust Company ("DTC"), or its registered assigns, upon presentation,
the principal amount of ONE HUNDRED AND TWENTY-FIVE MILLION DOLLARS
($125,000,000), on the Stated Maturity Date specified above (or any earlier
redemption date or repurchase date) (each such Stated Maturity Date, redemption
date or repurchase date being hereinafter referred to as the "Maturity Date"
with respect to the principal repayable on such date) and to pay interest
thereon, at the Interest Rate per annum specified above to January 31, 2003 (the
"Remarketing Date"), and thereafter, subject to the terms and conditions set
forth herein, at the Interest Rate determined by the Remarketing Dealer (as
defined below) in accordance with the procedures set forth below (the "Interest
Rate to Maturity"), until the principal hereof is paid or duly made available
for payment. The Issuer will pay interest in arrears on each Interest Payment
Date, if any, specified above (each, an "Interest Payment Date"), commencing
with the first Interest Payment Date next succeeding the Original Issue Date
specified above, and on the Maturity Date. Interest on this MOPPRS will be
computed on the basis of a 360-day year of twelve 30-day months.
If, pursuant to the Remarketing Agreement, dated as of the date hereof
(the "Remarketing Agreement), among Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as Remarketing Dealer (the "Remarketing Dealer"), the Issuer and
Highwoods Properties, Inc. (the "Company"), the Remarketing Dealer elects to
remarket the MOPPRS, then, except as otherwise set forth herein, (i) this MOPPRS
shall be subject to mandatory tender to the Remarketing Dealer for remarketing
on the Remarketing Date, on the terms and subject to the conditions set forth
herein, and (ii) on and after the Remarketing Date, this MOPPRS shall bear
interest at the Interest Rate to Maturity determined by the Remarketing Dealer
in accordance with the procedures set forth in Section 3 herein.
Interest on this MOPPRS will accrue from, and including, the
immediately preceding Interest Payment Date to which interest has been paid or
duly provided for (or from, and including, the Original Issue Date if no
interest has been paid or duly provided for) to, but excluding, the applicable
Interest Payment Date or the Maturity Date, as the case may be. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, subject to certain exceptions described herein, be paid to the person in
whose name this MOPPRS (or one or more predecessor MOPPRS) is registered at the
close of business on the fifteenth calendar day (whether or not a Business Day,
as defined below) immediately preceding such Interest Payment Date (the "Regular
Record Date"); provided, however, that interest payable on the Maturity Date
will be payable to the person to whom the principal hereof and premium, if any,
hereon shall be payable. Any such interest not so punctually paid or duly
provided for ("Defaulted Interest") will forthwith cease to be payable to the
holder on any Regular Record Date, and shall be paid to the person in whose name
this MOPPRS is registered at the close of business on a special record date (the
"Special Record Date") for the payment of such Defaulted Interest to be fixed by
the Trustee hereinafter referred to, of which notice shall be given to the
holder of this MOPPRS by the Trustee not more than 15 days nor less than 10 days
prior to such Special Record Date or may be paid at any time in any other lawful
2
manner not inconsistent with the requirements of any securities exchange on
which this MOPPRS may be listed, and upon such notice as may be required by such
exchange, all as more fully provided for in the Indenture.
Payment of principal, premium, if any, and interest in respect of this
MOPPRS due on the Maturity Date will be made in immediately available funds upon
presentation and surrender of this MOPPRS (and, with respect to any applicable
repayment of this MOPPRS, a duly completed election form as contemplated on the
reverse hereof) at the Office or Agency of the Issuer maintained for that
purpose in the Borough of Manhattan, The City of New York, currently located c/o
First Union National Bank of New York, 40 Broad Street, 5th Floor, Suite 550,
New York, New York, 10004, or at such other paying agency in The City of New
York, State of New York, or elsewhere as provided in the Indenture. Payment of
interest due on any Interest Payment Date other than the Maturity Date will be
made by check mailed to the address of the person entitled thereto as such
address shall appear in the Security Register kept for the MOPPRS pursuant to
Section 305 of the Indenture.
If any Interest Payment Date or the Maturity Date falls on a day that
is not a Business Day, the required payment of principal, premium, if any,
and/or interest shall be made on the next succeeding Business Day with the same
force and effect as if made on the date such payment was due, and no interest
shall accrue with respect to such payment for the period from and after such
Interest Payment Date or the Maturity Date, as the case may be.
As used herein, "Business Day" means any day other than a Saturday,
Sunday or a day on which banking institutions in The City of New York are
authorized or required by law, regulation, executive order or governmental
decree to be closed.
The Issuer is obligated to make payment of principal, premium, if any,
and interest in respect of this MOPPRS in U.S. Dollars.
Reference is hereby made to the further provisions of this MOPPRS set
forth on the reverse hereof.
Unless the Certificate of Authentication hereon has been executed by
the Trustee by manual signature, this MOPPRS shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
3
IN WITNESS WHEREOF, Highwoods/Forsyth Limited Partnership has caused
this MOPPRS to be duly executed this 2nd day of February, 1998.
HIGHWOODS/FORSYTH LIMITED PARTNERSHIP
By: HIGHWOODS PROPERTIES, INC.
its General Partner
By: /s/ Ronald P. Gibson
--------------------
Ronald P. Gibson
President and Chief Executive Officer
Attest:
By: /s/ Edward J. Fritsch
---------------------
Edward J. Fritsch
Secretary
[SEAL]
4
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series designated 6.835% MandatOry Par Put
Remarketed Securities Due February 1, 2013 referred to in the within-mentioned
Indenture.
Dated: February 2, 1998 FIRST UNION NATIONAL BANK,
as Trustee
By:
----------------------------------
Authorized Signatory
5
HIGHWOODS/FORSYTH LIMITED PARTNERSHIP
6.835% MandatOry Par Put Remarketed Securities(sm) ("MOPPRS(sm)")
due February 1, 2013
1. INDENTURE. (a) This MOPPRS is one of a duly authorized series of
Securities of the Issuer issued under an Indenture, dated as of December 1, 1996
(the "Indenture"), among the Issuer, Highwoods Properties, Inc., and First Union
National Bank, as Trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture with respect to the MOPPRS), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Issuer, the Trustee, Highwoods Properties, Inc (the "Company")
and the holders of the MOPPRS, and of the terms upon which the MOPPRS are
authenticated and delivered. This Security is designated as "6.835% MandatOry
Par Put Remarketed Securities(sm) Due February 1, 2013" ("MOPPRS"), which MOPPRS
are limited to $125,000,000 aggregate principal amount, subject to the
provisions of the Indenture. All terms used but not defined in this MOPPRS shall
have the meanings assigned to such terms in the Indenture. Except where the
context otherwise requires, all references in this MOPPRS to "herein" or
"hereof" or similar terms shall include the Indenture.
(b) This MOPPRS is issuable only in registered form without
coupons in minimum denominations of U.S. $1,000 and integral multiples thereof.
(c) This MOPPRS will not be subject to any sinking fund.
2. MANDATORY TENDER. Provided that on a Business Day not more than 15
nor less than five Business Days prior to the Remarketing Date the Remarketing
Dealer notifies the Issuer and the Trustee of its election to purchase the
MOPPRS on the Remarketing Date (the "Notification Date"), the MOPPRS shall be
subject to mandatory tender to the Remarketing Dealer, and the Remarketing
Dealer shall be obligated to purchase the MOPPRS, for remarketing on the
Remarketing Date, subject in each case to the conditions described herein and
set forth in the Remarketing Agreement.
3. DETERMINATION OF INTEREST RATE TO MATURITY. (a) Subject to the
Remarketing Dealer's election to remarket the MOPPRS as provided in Section 2
hereof and the Remarketing Agreement, the Interest Rate to Maturity shall be
determined by the Remarketing Dealer by 3:30 p.m., New York City time, on the
third Business Day preceding the Remarketing Date (the "Determination Date") to
the nearest one hundred-thousandth (0.00001) of one percent per annum, and will
be equal to the sum of 5.715% (the "Base Rate") plus the Applicable Spread,
which will be based on the Dollar Price of the MOPPRS.
The "Applicable Spread" will be the lowest bid indication, expressed as
a spread (in the form of a percentage or in basis points) above the Base Rate,
obtained by the Remarketing Dealer on the Determination Date from the bids
quoted by five Reference Corporate Dealers for the full aggregate principal
amount of the MOPPRS at the Dollar Price, but assuming (i) an issue date equal
to the
6
Remarketing Date, with settlement on such date without accrued interest, (ii) a
maturity date equal to the Stated Maturity Date of the MOPPRS, and (iii) a
stated annual interest rate equal to the Base Rate plus the spread bid by the
applicable Reference Corporate Dealer. If fewer than five Reference Corporate
Dealers bid as described above, then the Applicable Spread shall be the lowest
of such bid indications obtained as described above. The Interest Rate to
Maturity announced by the Remarketing Dealer, absent manifest error, shall be
binding and conclusive upon the beneficial owners and Holders of the MOPPRS, the
Issuer and the Trustee.
"Dollar Price" means the present value, as of the Remarketing Date, of
the Remaining Scheduled Payments discounted to the Remarketing Date, on a
semi-annual basis (assuming a 360- day year consisting of twelve 30-day months),
at the Treasury Rate.
"Reference Corporate Dealers" mean leading dealers of publicly traded
debt securities of the Issuer in The City of New York (which may include the
Remarketing Dealer or one of its affiliates) selected by the Remarketing Dealer.
"Treasury Rate" means, with respect to the Remarketing Date, the rate
per annum equal to the semi-annual equivalent yield to maturity or interpolated
(on a day count basis) yield to maturity of the Comparable Treasury Issues,
assuming a price for the Comparable Treasury Issues (expressed as a percentage
of its principal amount), equal to the Comparable Treasury Price for the
Remarketing Date.
"Comparable Treasury Issues" means the United States Treasury security
or securities selected by the Remarketing Dealer as having an actual or
interpolated maturity or maturities comparable to the remaining term of the
MOPPRS being remarketed.
"Comparable Treasury Price" means, with respect to the Remarketing
Date, (a) the offer prices for the Comparable Treasury Issues (expressed in each
case as a percentage of its principal amount) on the Determination Date, as set
forth on "Telerate Page 500" (or such other page as may replace Telerate Page
500), or (b) if such page (or any successor page) is not displayed or does not
contain such offer prices on the Determination Date, (i) the average of the
Reference Treasury Dealer Quotations for the Remarketing Date, after excluding
the highest and lowest of such Reference Treasury Dealer Quotations, or (ii) if
the Remarketing Dealer obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such Reference Treasury Dealer Quotations.
"Telerate Page 500" means the display designated as "Telerate Page 500" on Dow
Jones Markets Limited (or such other page as may replace Telerate Page 500 on
such service) or such other service displaying the offer prices specified in (a)
above as may replace Dow Jones Markets Limited.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and the Remarketing Date, the offer prices for the
Comparable Treasury Issues (expressed in each case as a percentage of its
principal amount) quoted in writing to the Remarketing Dealer by such Reference
Treasury Dealer by 3:30 p.m., New York City time, on the Determination Date.
7
"Reference Treasury Dealer" means each of Credit Suisse First Boston
Corporation, Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Morgan Stanley & Co. Incorporated and Salomon Brothers Inc and
their respective successors; provided, however, that if any of the foregoing or
their affiliates shall cease to be a primary U.S. government securities dealer
in The City of New York (a "Primary Treasury Dealer"), the Remarketing Dealer
shall substitute therefor another Primary Treasury Dealer.
"Remaining Scheduled Payments" means, with respect to the MOPPRS, the
remaining scheduled payments of the principal thereof and interest thereon,
calculated at the Base Rate only, that would be due after the Remarketing Date
to and including the Stated Maturity Date; provided, however, that if the
Remarketing Date is not an Interest Payment Date with respect to the MOPPRS, the
amount of the next succeeding scheduled interest payment thereon, calculated at
the Base Rate only, will be reduced by the amount of interest accrued thereon,
calculated at the Base Rate only, to the Remarketing Date.
(b) Notwithstanding any provision herein to the contrary, upon the
occurrence of any Termination Event (as defined below), the Remarketing Dealer,
in its sole discretion at any time between the Determination Date and 3:30 p.m.,
New York City time, on the Business Day immediately preceding the Remarketing
Date, may elect to purchase the MOPPRS for remarketing and determine a new
Interest Rate to Maturity in the manner provided in Section 3(a) hereof, except
that for purposes of determining the new Interest Rate to Maturity pursuant to
this paragraph, the Determination Date referred to therein shall be the date of
such election and redetermination. The Remarketing Dealer shall notify the
Issuer, the Trustee and DTC by telephone, confirmed in writing (which may
include facsimile or other electronic transmission), by 4:00 p.m., New York City
time, on the date of such election, of the new Interest Rate to Maturity
applicable to the MOPPRS. Thereupon, such new Interest Rate to Maturity shall
supersede and replace any Interest Rate to Maturity previously determined by the
Remarketing Dealer and, absent manifest error, shall be binding and conclusive
upon the beneficial owners and Holders of the MOPPRS on or after the Remarketing
Date, the Issuer and the Trustee.
"Termination Event" means any event as specified in Section 12(b) of
the Remarketing Agreement.
4. REPURCHASE. In the event that (i) the Remarketing Dealer for any
reason does not notify the Issuer of the Interest Rate to Maturity by 4:00 p.m.,
New York City time, on the Determination Date, or (ii) prior to the Remarketing
Date, the Remarketing Dealer has resigned and no successor has been appointed on
or before the Determination Date, or (iii) at any time after the Remarketing
Dealer elects on the Notification Date to remarket the MOPPRS, any event as set
forth in Section 9 or Section 12 of the Remarketing Agreement shall have
occurred, or (iv) the Remarketing Dealer for any reason does not elect to
purchase the MOPPRS for remarketing on the Remarketing Date, or (v) the
Remarketing Dealer for any reason does not purchase all tendered MOPPRS on the
Remarketing Date, the Issuer shall repurchase the MOPPRS as a whole on the
Remarketing Date at a price equal to 100% of the principal amount of the MOPPRS
plus all accrued
8
and unpaid interest, if any, on the MOPPRS to the Remarketing Date. In any such
case, payment will be made by the Issuer through the Trustee to the DTC
participant of each tendering beneficial owner of MOPPRS, by book-entry through
DTC by the close of business on the Remarketing Date against delivery through
DTC of such beneficial owner's tendered MOPPRS.
5. REDEMPTION. (a) This MOPPRS will be subject to redemption at the
option of the Issuer from the Remarketing Dealer on the Remarketing Date, in
whole but not in part, at the Optional Redemption Price. To exercise its option
to redeem the MOPPRS, the Issuer must notify the Remarketing Dealer and the
Trustee not later than the Business Day immediately preceding the Determination
Date. The "Optional Redemption Price" shall be the greater of (i) 100% of the
principal amount of the MOPPRS and (ii) the sum of the present values of the
Remaining Scheduled Payments thereon, as determined by the Remarketing Dealer,
discounted to the Remarketing Date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate, plus in either
case accrued and unpaid interest from the Remarketing Date on the principal
amount being redeemed to the date of redemption. If the Issuer elects to redeem
the MOPPRS, it shall pay the redemption price therefor in same-day funds by wire
transfer to an account designated by the Remarketing Dealer on the Remarketing
Date.
(b) After the Remarketing Date, this MOPPRS shall be subject to
redemption at the option of the Issuer, in whole or in part, at any time, in
increments of U.S. $1,000 (provided that any remaining principal amount hereof
shall be at least U.S. $1,000), at a redemption price equal to the sum of (i)
the principal amount of the MOPPRS being redeemed, plus accrued and unpaid
interest thereon to the redemption date, and (ii) the Make-Whole Amount, if any
(the "Redemption Price"). For purposes of redemption after the Remarketing Date,
interest shall be calculated at the Interest Rate to Maturity.
If notice has been given as provided in the Indenture and funds for the
redemption of any MOPPRS called for redemption shall have been made available on
the redemption date referred to in such notice, such MOPPRS shall cease to bear
interest on the date fixed for such redemption specified in such notice and the
only right of the Holders from and after the redemption date shall be to receive
payment of the Redemption Price upon surrender of such MOPPRS in accordance with
such notice.
Notice of any optional redemption of any MOPPRS shall be given to
Holders at their addresses, as shown in the security register for the MOPPRS,
not less than 30 nor more than 60 days prior to the date fixed for redemption.
The notice of redemption shall specify, among other items, the Redemption Price
and the principal amount of the MOPPRS held by such Holder to be redeemed. If
less than all of the MOPPRS are to be redeemed, the particular MOPPRS to be
redeemed shall be selected by such method as the Trustee deems fair and
appropriate.
"Make-Whole Amount" shall mean, in connection with any optional
redemption of any MOPPRS, the excess, if any, of (i) the aggregate present value
as of the date of such redemption of each dollar of principal being redeemed and
the amount of any interest (exclusive of interest accrued
9
to the date of redemption) that would have been payable in respect of each such
dollar if such redemption had not been made, determined by discounting, on a
semi-annual basis, such principal and interest at the applicable Reinvestment
Rate (determined on the third Business Day preceding the date such notice of
redemption is given) from the respective dates on which such principal and
interest would have been payable if such redemption had not been made, over (ii)
the aggregate principal amount of the MOPPRS being redeemed.
"Reinvestment Rate" shall mean .25% plus the yield on treasury
securities at a constant maturity for the most recent week under the heading
"Week Ending" published in the most recent Statistical Release under the caption
"Treasury Constant Maturities" for the maturity (rounded to the nearest month)
corresponding to the remaining life to maturity, as of the payment date of the
principal being redeemed. If no maturity exactly corresponds to such maturity,
yields for the two published maturities most closely corresponding to such
maturity shall be calculated pursuant to the immediately preceding sentence and
the Reinvestment Rate shall be interpolated or extrapolated from such yields on
a straight-line basis, rounding in each of such relevant periods to the nearest
month. For the purpose of calculating the Reinvestment Rate, the most recent
Statistical Release published prior to the date of determination of the
Make-Whole Amount shall be used.
"Statistical Release" shall mean the statistical release designated
"H.15(519)" or any successor publication that is published weekly by the Federal
Reserve System and that establishes yields on actively traded United States
government securities adjusted to constant maturities, or, if such statistical
release is not published at the time of any determination under the Indenture,
then such other reasonably comparable index that shall be designated by the
Issuer.
6. EFFECT OF EVENTS OF DEFAULT. If an Event of Default, as defined in
the Indenture, shall occur and be continuing, the principal of, and the
Make-Whole Amount, if any, on the MOPPRS may be declared due and payable in the
manner and with the effect provided in the Indenture.
7. DEFEASANCE. The Indenture contains provisions for defeasance of (i)
in the case of this clause (i), after the Remarketing Date, the entire
indebtedness of the MOPPRS or (ii) certain restrictive covenants and Events of
Default with respect to the MOPPRS, in each case upon compliance with certain
conditions set forth therein, which provisions apply to the MOPPRS. Subject to
the forgoing, prior to the Remarketing Date, neither the Company, the Issuer nor
any of their subsidiaries or affiliates shall defease, purchase or otherwise
acquire, or enter into any agreement to defease, purchase or otherwise acquire,
any of the MOPPRS prior to the remarketing thereof by the Remarketing Dealer.
8. AMENDMENT AND MODIFICATION. The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of
the rights and obligations of the Issuer and the rights of the holders of the
MOPPRS at any time by the Issuer and the Trustee with the consent of the holders
of not less than a majority of the aggregate principal amount of all MOPPRS at
the time outstanding and affected thereby. The Indenture also contains
10
provisions permitting the holders of specified percentages in principal amount
of the MOPPRS at the time outstanding, on behalf of the holders of all MOPPRS,
to waive compliance by the Issuer with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the holder of this MOPPRS shall be conclusive and binding
upon such holder and upon all future holders of this MOPPRS and other MOPPRS
issued upon the registration or transfer hereof or in exchange heretofore or in
lieu hereof, whether or not notation of such consent or waiver is made upon this
MOPPRS.
9. OBLIGATION TO PAY PRINCIPAL, PREMIUM, IF ANY, AND INTEREST. No
reference herein to the Indenture and no provision of this MOPPRS or of the
Indenture shall alter or impair the obligation of the Issuer, which is absolute
and unconditional, to pay principal, premium, if any, and interest in respect of
this MOPPRS at the times, places and rate or formula, and in the coin or
currency, herein prescribed.
10. TRANSFER AND EXCHANGE. As provided in the Indenture and subject to
certain limitations therein and herein set forth, the transfer of this MOPPRS is
registrable in the Security Register of the Issuer upon surrender of this MOPPRS
for registration of transfer at the Office or Agency of the Issuer in any place
where the principal hereof and any premium or interest hereon are payable, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Issuer and the Security Registrar duly executed by, the
holder hereof or by his attorney duly authorized in writing, and thereupon one
or more new MOPPRS, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
As provided in the Indenture and subject to certain limitations therein
and herein set forth, this MOPPRS is exchangeable for a like aggregate principal
amount of MOPPRS of different authorized denominations but otherwise having the
same terms and conditions, as requested by the holder hereof surrendering the
same.
No service charge shall be made for any such registration of transfer
or exchange, but the Issuer may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to due presentment of this MOPPRS for registration of transfer,
the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the
holder in whose name this MOPPRS is registered as the owner thereof for all
purposes, whether or not this MOPPRS be overdue, and neither the Issuer, the
Trustee nor any such agent shall be affected by notice to the contrary.
11. GOVERNING LAW. The Indenture and this MOPPRS shall be governed by
and construed in accordance with the laws of the State of New York applicable to
agreements made or instruments entered into and, in each case, performed in such
State.
11
ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto
PLEASE INSERT SOCIAL
SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE
[GRAPHIC OMITTED]
................................................................................
(Please Print or Typewrite Name and Address, including
Zip Code, of Assignee)
................................................................................
the within MOPPRS of Highwoods/Forsyth Limited Partnership and _________________
hereby does irrevocably constitute and appoint
................................................................................
Attorney to transfer said MOPPRS on the books of the within-named Issuer with
full power of substitution in the premises.
Dated: .......................................................................
Signature:......................................................................
NOTICE: The signature to this assignment must correspond with the name as it
appears on the first page of the within MOPPRS in every particular, without
alteration or enlargement or any change whatever.
Signature Guaranteed:...........................................................
NOTICE: Signature(s) must be guaranteed by an "ELIGIBLE GUARANTOR INSTITUTION"
that is a member or participant in a "SIGNATURE GUARANTEE PROGRAM" (E.G., the
Securities Transfer Agents Medallion Program, the Stock Exchange Medallion
Program or the New York Stock Exchange, Inc. Medallion Signature Program).
12