Standard Contracts
CREDIT AGREEMENT Dated as of October 6, 2016 by and among PARKWAY OPERATING PARTNERSHIP LP, as Borrower, PARKWAY, INC., as Parent,Credit Agreement • October 12th, 2016 • Parkway, Inc. • Real estate investment trusts • New York
THIS CREDIT AGREEMENT (this “Agreement” or this “Credit Agreement”) dated as of October 6, 2016 by and among PARKWAY OPERATING PARTNERSHIP LP, a limited partnership formed under the laws of the State of Delaware (the “Borrower”), PARKWAY, INC., a corporation incorporated under the laws of the State of Maryland (the “Parent”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 13.5. (the “Lenders”) and BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent (the “Syndication Agent”), JPMORGAN CHASE BANK, N.A., CITIZENS BANK, NATIONAL ASSOCIATION and KEYBANK NATIONAL ASSOCIATION as Co-Documentation Agents (the “Co-Documentation Agents”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 12th, 2016 • Parkway, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT is made as of October 7, 2016 by and between Parkway, Inc., a Maryland corporation (the “Company”), and Craig B. Jones (the “Indemnified Person” or “Indemnitee”).
GUARANTYGuaranty • April 20th, 2017 • Parkway, Inc. • Real estate investment trusts • New York
THIS GUARANTY (this “Guaranty”) is executed as of April 17, 2017 by PARKWAY OPERATING PARTNERSHIP LP, a Delaware limited partnership (together with any permitted successors and assigns, “Guarantor”), for the benefit of GOLDMAN SACHS MORTGAGE COMPANY (together with its successors and assigns, “Lender”), a New York limited partnership.
TAX MATTERS AGREEMENT by and among COUSINS PROPERTIES INCORPORATED, COUSINS PROPERTIES LP, CLINIC SUB INC., PARKWAY PROPERTIES, INC., PARKWAY PROPERTIES LP, PARKWAY PROPERTIES GENERAL PARTNERS, INC., PARKWAY, INC. and PARKWAY OPERATING PARTNERSHIP LP...Tax Matters Agreement • September 19th, 2016 • Parkway, Inc. • Real estate investment trusts • Maryland
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of [•], 2016 is by and among Cousins Properties Incorporated, a Georgia corporation (“Cousins”), Cousins Properties LP, a Delaware limited partnership (“Cousins LP”), Clinic Sub Inc., a Maryland corporation (“Merger Sub”), Parkway, Inc., a Maryland corporation (“New Parkway”), Parkway Properties General Partners, Inc., a Delaware corporation (“Parkway GP”), Parkway Operating Partnership LP, a Delaware limited partnership (“New Parkway LP”), Parkway Properties LP, a Delaware limited partnership (“Legacy Parkway LP”) and Parkway Properties, Inc., a Maryland corporation (“Legacy Parkway”). Each of Cousins, Cousins LP, Merger Sub, New Parkway, Parkway GP, New Parkway LP, Legacy Parkway LP, and Legacy Parkway is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
EXECUTION VERSION 1 EMPLOYMENT AGREEMENT This AGREEMENT (the “Agreement”) is entered into as of December 12, 2016 (the “Effective Date”), by and between Parkway, Inc. (the “Company”) and Scott E. Francis (the “Executive”). WHEREAS, Cousins Properties...Employment Agreement • December 13th, 2016 • Parkway, Inc. • Real estate investment trusts • New York
EMPLOYEE MATTERS AGREEMENT By and Between COUSINS PROPERTIES INCORPORATED, COUSINS PROPERTIES LP, CLINIC SUB INC., PARKWAY PROPERTIES, INC., PARKWAY PROPERTIES LP, PARKWAY PROPERTIES GENERAL PARTNERS, INC., PARKWAY, INC., AND PARKWAY OPERATING...Employee Matters Agreement • October 6th, 2016 • Parkway, Inc. • Real estate investment trusts • Maryland
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of October 5, 2016, is by and among Cousins Properties Incorporated, a Georgia corporation (“Cousins”), Cousins Properties LP, a Delaware limited partnership (“Cousins LP”), Clinic Sub Inc., a Maryland corporation (“Merger Sub”), Parkway Properties, Inc., a Maryland corporation (“Legacy Parkway”), Parkway Properties LP, a Delaware limited partnership (“Legacy Parkway LP”), Parkway Properties General Partners, Inc., a Delaware corporation (“Parkway GP”), Parkway, Inc., a Maryland corporation (“New Parkway”), and Parkway Operating Partnership LP, a Delaware limited partnership (“New Parkway LP” and together with Cousins, Cousins LP, Merger Sub, Legacy Parkway, Legacy Parkway LP, Parkway GP and New Parkway, each a “Party,” and collectively the “Parties”).
SEPARATION, DISTRIBUTION AND TRANSITION SERVICES AGREEMENT BY AND AMONG COUSINS PROPERTIES INCORPORATED, COUSINS PROPERTIES LP, CLINIC SUB INC., PARKWAY PROPERTIES, INC., PARKWAY PROPERTIES LP, PARKWAY PROPERTIES GENERAL PARTNERS, INC. PARKWAY, INC....Separation, Distribution and Transition Services Agreement • October 6th, 2016 • Parkway, Inc. • Real estate investment trusts • Maryland
THIS SEPARATION, DISTRIBUTION AND TRANSITION SERVICES AGREEMENT, dated as of October 5, 2016 (this “Agreement”), is by and among Cousins Properties Incorporated, a Georgia corporation (“Cousins”), Cousins Properties LP, a Delaware limited partnership (“Cousins LP”), Clinic Sub Inc., a Maryland corporation (“Merger Sub”), Parkway Properties, Inc., a Maryland corporation (“Legacy Parkway”), Parkway Properties LP, a Delaware limited partnership (“Legacy Parkway LP”), Parkway Properties General Partners, Inc., a Delaware corporation (“Parkway GP”), Parkway, Inc., a Maryland corporation (“New Parkway”) and Parkway Operating Partnership LP, a Delaware limited partnership (“New Parkway LP”).
AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PARKWAY PROPERTIES LPSecond Amended and Restated Agreement of Limited Partnership • October 12th, 2016 • Parkway, Inc. • Real estate investment trusts • Delaware
THIS AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (“Amendment No. 4”), dated as of October 6, 2016, is entered into by and between Parkway, Inc., a Maryland corporation (the “Company”), and Parkway Properties General Partners Inc., a Delaware corporation (the “General Partner”), and amends that certain Second Amended and Restated Agreement of Limited Partnership of Parkway Properties LP, a Delaware limited partnership (the “Partnership”), dated February 27, 2013, as amended (the “Partnership Agreement”).
STOCKHOLDERS AGREEMENTStockholders Agreement • October 12th, 2016 • Parkway, Inc. • Real estate investment trusts • New York
This STOCKHOLDERS AGREEMENT is entered into as of October 7, 2016, by and among TPG VI Pantera Holdings, L.P., a Delaware limited partnership (“TPG”), Parkway, Inc., a Maryland corporation (the “Company”), and, solely for purposes of Article IV and related definitions, TPG VI Management, LLC, a Delaware limited liability company (the “TPG Manager”).
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PARKWAY OPERATING PARTNERSHIP LP October 6, 2016Limited Partnership Agreement • October 12th, 2016 • Parkway, Inc. • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (as may be further amended, supplemented or restated from time to time, the “Agreement”) of Parkway Operating Partnership LP (the “Partnership”) is dated as of October 6, 2016 and entered into by and among Parkway, Inc., a Maryland corporation, as a limited partner (“Parent”), Parkway Properties General Partners, Inc., a Delaware corporation, as the general partner (the “General Partner”), Parkway Properties LP, a Delaware limited partnership, as a limited partner (“Legacy Parkway LP”), and the Persons whose names are set forth on the Partner Registry (as hereinafter defined) as Limited Partners, together with any other Persons who become Partners in the Partnership as provided herein.
LOAN AGREEMENT Dated as of April 17, 2017 between THE BORROWERS NAMED HEREIN, as Borrower, and GOLDMAN SACHS MORTGAGE COMPANY, as LenderLoan Agreement • April 20th, 2017 • Parkway, Inc. • Real estate investment trusts • New York
This Loan Agreement (this “Agreement”) is dated April 17, 2017 and is between GOLDMAN SACHS MORTGAGE COMPANY, a New York limited partnership, as lender (together with its successors and assigns, including any lawful holder of any portion of the Indebtedness, as hereinafter defined, “Lender”), and each of the entities identified as a “Borrower” on the signature pages hereto, as borrower (individually or collectively, as the context may require, jointly and severally, together with their respective permitted successors and assigns, “Borrower” or “Borrowers”)”.
PARKWAY, INC. AND PARKWAY OPERATING PARTNERSHIP LP 2016 OMNIBUS EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT GRANT NOTICE Parkway, Inc., a Maryland corporation (the “Company”), pursuant to the Parkway, Inc. and Parkway Operating Partnership...Restricted Stock Unit Agreement • December 13th, 2016 • Parkway, Inc. • Real estate investment trusts • Florida
OMNIBUS CONTRIBUTION AND PARTIAL INTEREST ASSIGNMENT AGREEMENT AMONG PARKWAY OPERATING PARTNERSHIP LP CONTRIBUTION ENTITIES (AS DEFINED HEREIN) CPPIB US RE-A, INC. AND PERMIAN INVESTOR LP Dated as of February 17, 2017Omnibus Contribution and Partial Interest Assignment Agreement • February 22nd, 2017 • Parkway, Inc. • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of GWP JV Limited Partnership, a Delaware limited partnership (the “Company”), is executed and entered into as of , 2017 (the “Effective Date”) among: (i) , a Delaware limited liability company (“PKY/GP”); (ii) , a Delaware limited liability company (“PKY/LP”); (iii) , a (“TIAA/LP”); and (iv) CPPIB US RE-A, INC., an Ontario corporation (“CPP/LP”).
DEBT GUARANTY AGREEMENTDebt Guaranty Agreement • March 15th, 2017 • Parkway, Inc. • Real estate investment trusts • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of May 27, 2016, by and among MAGUIRE THOMAS PARTNERS-COMMERCE SQUARE II, LTD., a California limited partnership, MAGUIRE/THOMAS PARTNERS-PHILADELPHIA, LTD., a California limited partnership, THOMAS INVESTMENT PARTNERS, LLC, a California limited liability company, JAMES A. THOMAS, in his capacity as the TRUSTEE OF THE LUMBEE CLAN TRUST, and THOMAS PARTNERS, INC., a California corporation, severally and not jointly (each a “Principal,” and collectively, “Principals”) and PARKWAY PROPERTIES, L.P. (“Operating Partnership”)..
GUARANTYGuaranty • October 12th, 2016 • Parkway, Inc. • Real estate investment trusts • New York
THIS GUARANTY dated as of October 6, 2016 (this “Guaranty”), executed and delivered by each of the undersigned and the other Persons from time to time party hereto pursuant to the execution and delivery of an Accession Agreement in the form of Annex I hereto (all of the undersigned, together with such other Persons each a “Guarantor” and collectively, the “Guarantors”) in favor of BANK OF AMERICA, N.A., in its capacity as Administrative Agent (the “Administrative Agent”) for the Lenders under that certain Credit Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among PARKWAY OPERATING PARTNERSHIP LP (the “Borrower”), PARKWAY, INC. (the “Parent”), the financial institutions party thereto and their assignees under Section 13.5. thereof (the “Lenders”), the Administrative Agent, and the other parties thereto, for its benefit and the benefit of the Lenders, the Issuing Banks, the Specified Deri
CONTRIBUTION AGREEMENT (San Felipe Plaza)Contribution Agreement • March 15th, 2017 • Parkway, Inc. • Real estate investment trusts • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made as of May 27, 2016, by and among MAGUIRE THOMAS PARTNERS-COMMERCE SQUARE II, LTD., a California limited partnership, MAGUIRE/THOMAS PARTNERS-PHILADELPHIA, LTD., a California limited partnership, THOMAS INVESTMENT PARTNERS, LLC, a California limited liability company, JAMES A. THOMAS, in his capacity as the TRUSTEE OF THE LUMBEE CLAN TRUST, and THOMAS PARTNERS, INC., a California corporation, severally and not jointly (each a “Principal,” and collectively, “Principals”) and PARKWAY PROPERTIES, L.P. (“Operating Partnership”)..
AGREEMENT AND PLAN OF MERGER Among PARKWAY, INC., REAL ESTATE HOUSTON US TRUST, REAL ESTATE HOUSTON US LLC, PARKWAY PROPERTIES LP and REAL ESTATE HOUSTON US LP Dated as of June 29, 2017Agreement and Plan of Merger • July 5th, 2017 • Parkway, Inc. • Real estate investment trusts • Delaware
THIS AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of June 29, 2017, is by and among PARKWAY, INC., a Maryland corporation (the “Company”), REAL ESTATE HOUSTON US TRUST, a Delaware statutory trust and a wholly-owned subsidiary of CPPIB (as defined below) (“Parent”), REAL ESTATE HOUSTON US LLC, a member managed Delaware limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub”), PARKWAY PROPERTIES LP, a Delaware limited partnership (the “Partnership”), and REAL ESTATE HOUSTON US LP, a Delaware limited partnership and an indirect wholly-owned subsidiary of Parent (“Merger Partnership”). Parent, Merger Sub, Merger Partnership, the Company and the Partnership are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
REPLACEMENT CONTRIBUTION AGREEMENT (CityWest III & IV)Replacement Contribution Agreement • March 15th, 2017 • Parkway, Inc. • Real estate investment trusts • Delaware
THIS REPLACEMENT CONTRIBUTION AGREEMENT (this “Agreement”) is made as of May 27, 2016, by and among MAGUIRE THOMAS PARTNERS-COMMERCE SQUARE II, LTD., a California limited partnership, MAGUIRE/THOMAS PARTNERS-PHILADELPHIA, LTD., a California limited partnership, THOMAS INVESTMENT PARTNERS, LLC, a California limited liability company, JAMES A. THOMAS, in his capacity as the TRUSTEE OF THE LUMBEE CLAN TRUST, and THOMAS PARTNERS, INC., a California corporation, severally and not jointly (each a “Principal,” and collectively, “Principals”) and PARKWAY PROPERTIES, L.P. (“Operating Partnership”)..
OMNIBUS DIRECTION AGREEMENTOmnibus Direction Agreement • April 20th, 2017 • Parkway, Inc. • Real estate investment trusts • Delaware
THIS ASSIGNMENT AND ASSUMPTION OF LANDLORD’S INTEREST IN LEASES (this “Assignment”) is executed and entered into as of the day of , 2017 (the “Effective Date”) by and among: (a) COUSINS GREENWAY WEST FIRST PARENT LLC, a Georgia limited liability company (“Assignor”); (b) GWP WEST, LLC, a Delaware limited liability company (“Assignee”); (c) GWP JV Holdings, LLC (“Holdco”); and (d) GWP JV Mezzanine, LLC (“Mezzco”)2.
AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF GWP JV LIMITED PARTNERSHIP Dated as of April 17, 2017Limited Partnership Agreement • April 20th, 2017 • Parkway, Inc. • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of GWP JV Limited Partnership, a Delaware limited partnership (the “Company”), is executed and entered into as of April 17, 2017 (the “Effective Date”) among: (i) PKY GWP JV GP, LLC, a Delaware limited liability company (“PKY/GP”); (ii) PKY GWP JV LP, LLC, a Delaware limited liability company (“PKY/LP”); (iii) PERMIAN INVESTOR LP, a Delaware limited partnership (“TIAA/LP”); and (iv) CPPIB US RE-A, INC., an Ontario corporation (“CPP/LP”).
Schedules A Properties B Exception Report C Deferred Maintenance Conditions D Unfunded Obligations E Rent Roll F Material Agreements G Allocated Loan Amounts H Individual Property Closing Date NOI I Organizational Chart J Form of Tenant Notice K...Loan Agreement • May 8th, 2017 • Parkway, Inc. • Real estate investment trusts • New York
PARKWAY, INC. AND PARKWAY OPERATING PARTNERSHIP LP 2016 OMNIBUS EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT GRANT NOTICE Parkway, Inc., a Maryland corporation (the “Company”), pursuant to the Parkway, Inc. and Parkway Operating Partnership...Restricted Stock Unit Agreement • December 13th, 2016 • Parkway, Inc. • Real estate investment trusts • Florida
