Cousins Properties Inc Sample Contracts

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Credit Agreement • March 27th, 2002 • Cousins Properties Inc • Real estate investment trusts • Georgia
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 7, 2006 among
Credit Agreement • March 13th, 2006 • Cousins Properties Inc • Real estate investment trusts • Georgia
AMENDED AND RESTATED TERM LOAN AGREEMENT
Term Loan Agreement • October 27th, 2022 • Cousins Properties Inc • Real estate investment trusts • Georgia
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF COUSINS PROPERTIES LP October 6, 2016
Limited Partnership Agreement • October 7th, 2016 • Cousins Properties 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 Cousins Properties LP (the “Partnership”) is dated as of October 6, 2016 and entered into by and among Cousins Properties Incorporated, a Georgia corporation, as the general partner (“Cousins” or the “General Partner”), 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.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 7th, 2016 • Cousins Properties Inc • Real estate investment trusts • Georgia

This INDEMNIFICATION AGREEMENT is made and executed effective as of the day of , 20 , by and between COUSINS PROPERTIES INCORPORATED, a Georgia corporation (the “Company”), and , an individual resident of the State of (the “Indemnitee”).

THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 28th, 2014 • Cousins Properties Inc • Real estate investment trusts • Georgia

This Third Amended and Restated CREDIT AGREEMENT (“Agreement”) is entered into as of May 28, 2014, among COUSINS PROPERTIES INCORPORATED, a Georgia corporation (the “Borrower”), the parties from time to time identified by the Borrower as Co-Borrowers pursuant to Section 6.12 hereof, the Guarantors (as defined herein), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK, N.A., as Syndication Agent and an L/C Issuer, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer, and SUNTRUST BANK, as Documentation Agent and an L/C Issuer.

AGREEMENT AND PLAN OF MERGER by and among COUSINS PROPERTIES INCORPORATED, MURPHY SUBSIDIARY HOLDINGS CORPORATION and TIER REIT, INC.
Merger Agreement • March 25th, 2019 • Cousins Properties Inc • Real estate investment trusts • Georgia

This AGREEMENT AND PLAN OF MERGER, dated as of March 25, 2019 (this “Agreement”), is by and among Cousins Properties Incorporated, a Georgia corporation (“Parent”), Murphy Subsidiary Holdings Corporation, a Maryland corporation and wholly owned subsidiary of Parent (“Merger Sub”), and TIER REIT, Inc., a Maryland corporation (the “Company”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.

COUSINS PROPERTIES INCORPORATED (a Georgia corporation) 18,000,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: July 29, 2014
Underwriting Agreement • August 4th, 2014 • Cousins Properties Inc • Real estate investment trusts • New York
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 • October 6th, 2016 • Cousins Properties Inc • Real estate investment trusts • Maryland

THIS TAX 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, 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.”

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 • Cousins Properties 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 • Cousins Properties 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”).

PURCHASE AND SALE AGREEMENT BETWEEN CSC ASSOCIATES, L.P. AND BENTLEYFORBES ACQUISITIONS, LLC BANK OF AMERICA PLAZA ATLANTA, GEORGIA July 14, 2006
Purchase and Sale Agreement • October 4th, 2006 • Cousins Properties Inc • Real estate investment trusts • Georgia

THIS PURCHASE AND SALE AGREEMENT (the “Agreement”), made and entered into this 14th day of July, 2006, by and between CSC ASSOCIATES, L.P., a Georgia limited partnership (“Seller”), and BENTLEYFORBES ACQUISITIONS, LLC, a Delaware limited liability company (“Purchaser”).

PURCHASE AND SALE CONTRACT (GREENWAY PLAZA)
Purchase and Sale Contract • July 29th, 2013 • Cousins Properties Inc • Real estate investment trusts • New York
CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • January 7th, 2011 • Cousins Properties Inc • Real estate investment trusts • Georgia

THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”) is made and entered into as of the ___ day of ________________, 20__, by and between COUSINS PROPERTIES INCORPORATED, a Georgia corporation (the “Company”), and [________________________] (“Executive”).

SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • February 21st, 2017 • Cousins Properties Inc • Real estate investment trusts

This SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of December 1, 2016, among COUSINS PROPERTIES INCORPORATED, a Georgia corporation (the “Borrower”), the parties from time to time identified by the Borrower as Co-Borrowers pursuant to Section 6.12 of the Credit Agreement (as defined below), the Guarantors (as defined in the Credit Agreement), each Lender that is a party hereto, JPMORGAN CHASE BANK, N.A., as Syndication Agent and an L/C Issuer, BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and an L/C Issuer, and SUNTRUST BANK, as Documentation Agent and an L/C Issuer.

LOAN AGREEMENT Dated as of August 31, 2007 Between COUSINS PROPERTIES INCORPORATED, a Georgia corporation as Borrower and JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America as Lender FIXED RATE...
Loan Agreement • September 7th, 2007 • Cousins Properties Inc • Real estate investment trusts • New York

THIS LOAN AGREEMENT, dated as of August 31, 2007 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America, having its principal place of business at 270 Park Avenue, New York, New York 10017 (“Lender”) and COUSINS PROPERTIES INCORPORATED, a Georgia corporation, having its principal place of business at 191 Peachtree Street, NE, Suite 3600, Atlanta, Georgia 30303 (“Borrower”).

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Construction Facility Credit Agreement • March 13th, 2006 • Cousins Properties Inc • Real estate investment trusts • Georgia
VOTING AGREEMENT
Voting Agreement • April 29th, 2016 • Cousins Properties Inc • Real estate investment trusts • New York

This VOTING AGREEMENT, dated as of April 28, 2016 (this “Agreement”), is made and entered into by and among Cousins Properties Incorporated, a Georgia corporation (“Cousins”) and the stockholders of Parkway Properties, Inc., a Maryland corporation (“Parkway”) that are listed on Schedule A hereto (each, a “Stockholder” and, collectively, the “Stockholders”).

COUSINS PROPERTIES INCORPORATED (a Georgia corporation) 63,571,336 Shares of Common Stock UNDERWRITING AGREEMENT Dated: February 21, 2017
Underwriting Agreement • February 23rd, 2017 • Cousins Properties Inc • Real estate investment trusts • New York
FIRST AMENDMENT
Credit Agreement • February 25th, 2010 • Cousins Properties Inc • Real estate investment trusts • Georgia

FIRST AMENDMENT dated as of February 19, 2010 (this “Amendment”), among COUSINS PROPERTIES INCORPORATED, a Georgia corporation (the “Borrower”), the parties from time to time identified by the Borrower as Co-Borrowers pursuant to Section 6.12 of the Credit Agreement (as defined below), the Guarantors (as defined in the Credit Agreement), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, BANC OF AMERICA SECURITIES LLC, as Sole Lead Arranger and Sole Book Manager, EUROHYPO AG, NEW YORK BRANCH, as Syndication Agent, PNC BANK, NATIONAL ASSOCIATION, WACHOVIA BANK, NATIONAL ASSOCIATION, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Documentation Agents, NORDDEUTSCHE LANDESBANK GIROZENTRALE, as Managing Agent and AAREAL CAPITAL CORPORATION, CHARTER ONE BANK, N.A. and REGIONS BANK, as Co-Agents.

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CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • February 10th, 2016 • Cousins Properties Inc • Real estate investment trusts

This Amendment to the Change in Control Severance Agreement (“Amendment”) is made and entered into as of the 8th day of February, 2016, by and between COUSINS PROPERTIES INCORPORATED, a Georgia corporation (the “Company”), and M. COLIN CONNOLLY, an individual resident of Georgia (“Executive”).

Contract
Fifth Amended and Restated Credit Agreement • May 2nd, 2022 • Cousins Properties Inc • Real estate investment trusts • New York

Published CUSIP Numbers:Deal: 22279UAE1Revolver: 22279UAF8FIFTH AMENDED AND RESTATED CREDIT AGREEMENTdated as of May 2, 2022,amongCOUSINS PROPERTIES LP,as the Borrower,COUSINS PROPERTIES INCORPORATED,as the Parent and a Guarantor,CERTAIN CONSOLIDATED ENTITIES OF THE PARENT FROM TIME TO TIMEDESIGNATED BY THE PARENT AS CO-BORROWERS HEREUNDER,collectively, with the Borrower, as the Borrower Parties,CERTAIN CONSOLIDATED ENTITIES OF THE PARENT FROM TIME TO TIMEDESIGNATED BY THE PARENT AS GUARANTORS HEREUNDER,as Guarantors,JPMORGAN CHASE BANK, N.A.,as Syndication Agent and an L/C Issuer,BANK OF AMERICA, N.A.,as Administrative Agent and an L/C Issuer,TRUIST BANK,as an L/C Issuer, TRUIST BANK, PNC BANK, NATIONAL ASSOCIATION, MORGAN STANLEY SENIOR FUNDING, INC., U.S. BANK NATIONAL ASSOCIATION, WELLS FARGO BANK, NATIONAL ASSOCIATION, and TD BANK, NATIONAL ASSOCIATION as Documentation Agents, andTHE OTHER LENDERS PARTY HERETOBOFA SECURITIES, INC.andJ.P. MORGAN SECURITIES LLC,as Co-Sustainability

CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • July 27th, 2017 • Cousins Properties Inc • Real estate investment trusts

This Amendment to the Change in Control Severance Agreement (“Amendment”) is made and entered into as of the 25th day of July, 2017, by and between COUSINS PROPERTIES INCORPORATED, a Georgia corporation (the “Company”), and PAMELA F. ROPER, an individual resident of Georgia (“Executive”).

RETIREMENT AGREEMENT AND GENERAL RELEASE
Retirement Agreement • April 30th, 2020 • Cousins Properties Inc • Real estate investment trusts • Georgia

This RETIREMENT AGREEMENT AND GENERAL RELEASE (“Agreement”) is made and entered into by and between Lawrence L. Gellerstedt III (“Gellerstedt”), an individual resident of Georgia, Cousins Employees LLC, a Georgia limited liability company (“CELLC”), Cousins Properties Incorporated (the “CPI”) and Cousins Properties LP, a Delaware limited partnership (“CPLP”), along with the subsidiaries, parents and affiliated entities of any of CELLC, CPI or CPLP, including the successors and assigns of CELLC, CPI, CPLP or any such related entities (collectively, “Company”).

CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • July 27th, 2017 • Cousins Properties Inc • Real estate investment trusts

This Amendment to the Change in Control Severance Agreement (“Amendment”) is made and entered into as of the 25th day of July, 2017, by and between COUSINS PROPERTIES INCORPORATED, a Georgia corporation (the “Company”), and _______________________________, an individual resident of Georgia (“Executive”).

COUSINS PROPERTIES LP, AS ISSUER COUSINS PROPERTIES INCORPORATED, AS GUARANTOR Underwriting Agreement
Underwriting Agreement • December 17th, 2024 • Cousins Properties Inc • Real estate investment trusts • New York

Cousins Properties LP, a Delaware limited partnership (the “Operating Partnership”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $400,000,000 principal amount of its 5.375% Senior Notes due 2032 (the “Securities”). The Securities will be issued pursuant to an Indenture, dated as of May 8, 2024 (the “Base Indenture”), among the Operating Partnership, Cousins Properties Incorporated, a Georgia corporation (the “Company” and, together with the Operating Partnership, the “Transaction Entities”), as guarantor, and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as amended by a Supplemental Indenture to be dated as of December 17, 2024 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”), and will be guaranteed on a senior unsecured basis by the Company (the “Guarantee”).

COUSINS PROPERTIES INCORPORATED (a Georgia corporation) 40,000,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: September 15, 2009
Underwriting Agreement • September 17th, 2009 • Cousins Properties Inc • Real estate investment trusts • New York

Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. Incorporated J.P. Morgan Securities Inc. September [___], 2009 Page 2

FIRST SUPPLEMENT TO MASTER NOTE PURCHASE AGREEMENT
First Supplement to Master Note Purchase Agreement • July 24th, 2019 • Cousins Properties Inc • Real estate investment trusts • New York

This First Supplement to Master Note Purchase Agreement (this “Supplement”) is between COUSINS PROPERTIES INCORPORATED, a Georgia corporation (the “Company”) and Cousins Properties LP, a Delaware limited partnership (the “Co‑Obligor”), and the institutional investors named on Schedule A attached hereto (the “Purchasers”).

COUSINS PROPERTIES INCORPORATED Restricted Stock Unit Award Agreement
Restricted Stock Unit Award Agreement • February 5th, 2020 • Cousins Properties Inc • Real estate investment trusts

This Restricted Stock Unit Award Agreement (this “Award Agreement”), evidences that on December 19, 2019 (“Grant Date”), the key employee named below (“Key Employee”) was awarded an opportunity to receive restricted stock units (“RSUs”) pursuant to the Cousins Properties Incorporated (“CPI”) 2019 Omnibus Incentive Stock Plan (the “Plan”) and the terms and conditions below. The number of RSUs actually payable under this Award Agreement depends on whether the service vesting condition is met, as described in more detail in this Award Agreement.

AMENDMENT NUMBER TWO TO CHANGE IN CONTROL SEVERANCE AGREEMENT
Change in Control Severance Agreement • January 7th, 2011 • Cousins Properties Inc • Real estate investment trusts • Georgia

THIS AMENDMENT to the Change in Control Severance Agreement (“Amendment”) is made and entered into as of the ___day of , 2010, by and between COUSINS PROPERTIES INCORPORATED, a Georgia corporation (“Company”) and (“Executive”).

COUSINS PROPERTIES LP, AS ISSUER COUSINS PROPERTIES INCORPORATED, AS GUARANTOR Underwriting Agreement
Underwriting Agreement • August 16th, 2024 • Cousins Properties Inc • Real estate investment trusts • New York

Cousins Properties LP, a Delaware limited partnership (the “Operating Partnership”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $500,000,000 principal amount of its 5.875% Senior Notes due 2034 (the “Securities”). The Securities will be issued pursuant to an Indenture, dated as of May 8, 2024 (the “Base Indenture”), among the Operating Partnership, Cousins Properties Incorporated, a Georgia corporation (the “Company” and, together with the Operating Partnership, the “Transaction Entities”), as guarantor, and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as amended by a Supplemental Indenture to be dated as of August 16, 2024 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”), and will be guaranteed on a senior unsecured basis by the Company (the “Guarantee”).

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • October 29th, 2014 • Cousins Properties Inc • Real estate investment trusts • Georgia

THIS PURCHASE AND SALE AGREEMENT (as amended from time to time, this “Agreement”) is made and entered into as of August 1, 2014 (the “Effective Date”) by and between FULCOPROP400 LLC and FULCOPROP56 LLC, each a Delaware limited liability company, as sellers (each, individually, a “Seller” and, collectively, “Sellers”), and COUSINS ACQUISITIONS ENTITY, LLC, a Georgia limited liability company, as buyer (“Buyer”).

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