Exhibit 10.2
AMENDMENT NO. 1
TO THE SECOND
RESTATED
AGREEMENT OF
LIMITED PARTNERSHIP
OF
HIGHWOODS REALTY LIMITED
PARTNERSHIP
This Amendment No. 1 (this
“Amendment”), dated as of July 22, 2004, to the Second
Restated Agreement of Limited Partnership of Highwoods Realty
Limited Partnership, a North Carolina limited partnership (the
“Partnership”), dated as of January 1, 2000 (the
“Partnership Agreement”), is hereby entered into by and
among Highwoods Properties, Inc., a Maryland corporation (the
“General Partner”) and the limited partners of the
Partnership (the “Limited Partners”).
WHEREAS, the Partners hereby desire
to amend the Partnership Agreement to revise certain provisions of
Article 14 of the Partnership Agreement; and
WHEREAS, as required by Section
14.1.D. of the Partnership Agreement, the General Partner has
received Consent to this Amendment from 75% of the Percentage
Interests of the Limited Partners excluding Limited Partner
Interests held by the General Partner;
NOW, THEREFORE, in consideration of
the premises and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties agree
as follows:
1. Defined Terms . The
capitalized terms used herein shall have the meanings ascribed
thereto in the Partnership Agreement, except as otherwise defined
or limited herein.
2. Effective Time of the
Amendments . The amendments to the Partnership Agreement
contained herein shall become effective as of the date of this
Amendment.
3. Amendment of Section
14.1.D . Section 14.1.D of the Partnership Agreement is hereby
amended by amending and restating Section 14.1.D to the Partnership
Agreement, so that Section 14.1.D now reads in its entirety as
follows:
“D. Notwithstanding Section
14.1.A or Section 14.1.B hereof, the General Par
