ANDRights Agreement • March 4th, 2002 • Parkway Properties Inc • Real estate investment trusts • Maryland
1 EXHIBIT 10(f) FIRST AMENDMENT TO CHANGE IN CONTROL AGREEMENT This First Amendment to Change in Control Agreement (the "Amendment") by and between Parkway Properties, Inc., a Maryland corporation (the "Company"), with offices at One Jackson Place,...Change in Control Agreement • March 28th, 2000 • Parkway Properties Inc • Operators of nonresidential buildings • Mississippi
PURCHASE AND SALE AGREEMENT for property known as Security Centre' Office Buildings THE BLANKS IN PART I OF THIS AGREEMENT AND ON THE SIGNATURE PAGES NEED TO BE COMPLETED AND VARIOUS EXHIBITS, IF APPLICABLE, NEED TO BE INSERTED A CONFIDENTIALITY...Purchase and Sale Agreement • October 13th, 1995 • Parkway Co/Tx • Operators of nonresidential buildings
FIRST AMENDMENT TO THE RIGHTS AGREEMENTRights Agreement • October 10th, 2000 • Parkway Properties Inc • Operators of nonresidential buildings • Maryland
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 30, 2012 by and among PARKWAY PROPERTIES LP,Credit Agreement • April 5th, 2012 • Parkway Properties Inc • Real estate investment trusts • New York
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) dated as of March 30, 2012 by and among PARKWAY PROPERTIES LP, a limited partnership formed under the laws of the State of Delaware (the “Borrower”), Parkway Properties, Inc., a corporation incorporated under the laws of the State of Maryland (the “Parent”), WELLS FARGO SECURITIES, LLC and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arrangers (each a “Joint Lead Arranger”) and Joint Bookrunners (each a “Joint Bookrunner”), each of the financial institutions initially a signatory hereto together with their successors and assignees under Section 12.6. (the “Lenders”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), BANK OF AMERICA, N.A., as Syndication Agent (the “Syndication Agent”) and PNC BANK, NATIONAL ASSOCIATION, ROYAL BANK OF CANADA and KEYBANK NATIONAL ASSOCIATION, as Documentation Agents (the “Documentation Agents”).
10,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 26th, 2014 • Parkway Properties Inc • Real estate investment trusts • New York
AMENDED, RESTATED & CONSOLIDATED CREDIT AGREEMENT Dated as of April 1, 2014 by and among PARKWAY PROPERTIES LP,Credit Agreement • April 7th, 2014 • Parkway Properties Inc • Real estate investment trusts • New York
THIS AMENDED, RESTATED & CONSOLIDATED CREDIT AGREEMENT (this “Agreement” or this “Credit Agreement”) dated as of April 1, 2014 by and among PARKWAY PROPERTIES LP, a limited partnership formed under the laws of the State of Delaware (the “Borrower”), PARKWAY PROPERTIES, 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 12.5. (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), with WELLS FARGO SECURITIES, LLC and PNC CAPITAL MARKETS LLC, as Joint Lead Arrangers (each a “Joint Lead Arranger”) and Joint Bookrunners (each a “Joint Bookrunner”), PNC BANK, NATIONAL ASSOCIATION, as Syndication Agent (the “Syndication Agent”), and U.S. BANK NATIONAL ASSOCIATION, BANK OF AMERICA, N.A., JPMORGAN CHASE BANK, N.A., KEYBANK NATIONAL ASSOCIATION and ROYAL BANK OF CANADA, as Docume
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 17th, 2014 • Parkway Properties Inc • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT is made as of June 16, 2014 by and between Parkway Properties, Inc., a Maryland corporation (the “Company”), and Henry F. Pratt III (the “Indemnified Person” or “Indemnitee”).
TERM LOAN AGREEMENT Dated as of June 12, 2013 by and among PARKWAY PROPERTIES LP, as Borrower, PARKWAY PROPERTIES, INC., as Parent, THE FINANCIAL INSTITUTIONS PARTY HERETO AND THEIR ASSIGNEES UNDER SECTION 12.6., as Lenders, and WELLS FARGO BANK,...Term Loan Agreement • June 17th, 2013 • Parkway Properties Inc • Real estate investment trusts • New York
THIS TERM LOAN AGREEMENT (this “Agreement”) dated as of June 12, 2013 by and among PARKWAY PROPERTIES LP, a limited partnership formed under the laws of the State of Delaware (the “Borrower”), PARKWAY PROPERTIES, 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 12.6. (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).
BETWEENInvestment Agreement • October 10th, 2000 • Parkway Properties Inc • Operators of nonresidential buildings • New York
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PARKWAY PROPERTIES LP a Delaware limited partnershipLimited Partnership Agreement • February 27th, 2013 • Parkway Properties Inc • Real estate investment trusts • Delaware
THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of February 27, 2013, is entered into by and among Parkway Properties Inc., a Maryland corporation (the “Company”), Parkway Properties General Partners Inc. (“PPGP”), a Delaware corporation, together with any other Persons who become Partners in the Partnership as provided herein.
PARKWAY PROPERTIES, INC. (a Maryland corporation) 10,500,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 10th, 2014 • Parkway Properties Inc • Real estate investment trusts • New York
2 Agreement and Waiver 3Agreement and Waiver • October 10th, 2000 • Parkway Properties Inc • Operators of nonresidential buildings • Maryland
AGREEMENT AND PLAN OF MERGER By and Among PARKWAY PROPERTIES, INC. PARKWAY PROPERTIES LP PKY MASTERS, LP THOMAS PROPERTIES GROUP, INC. and THOMAS PROPERTIES GROUP, L.P. Dated as of September 4, 2013Merger Agreement • September 5th, 2013 • Parkway Properties Inc • Real estate investment trusts • Maryland
THIS AGREEMENT AND PLAN OF MERGER, dated as of September 4, 2013 (this “Agreement”), is made by and among Parkway Properties, Inc., a Maryland corporation (“Parent”), Parkway Properties LP, a Delaware limited partnership, (“Parent LP”), PKY Masters, LP, a Delaware limited partnership and an indirect wholly owned subsidiary of Parent LP (“Merger Sub”), Thomas Properties Group, Inc., a Delaware corporation (the “Company”), and Thomas Properties Group, L.P., a Maryland limited partnership (“Company LP”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in Section 1.1.
GUARANTYGuaranty • July 1st, 2015 • Parkway Properties Inc • Real estate investment trusts • New York
THIS GUARANTY dated as of June 26, 2015 (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 WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as Administrative Agent (the “Administrative Agent”) for the Lenders under that certain Term Loan 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 PROPERTIES LP (the “Borrower”), PARKWAY PROPERTIES, INC. (the “Parent”), the financial institutions party thereto and their assignees under Section 12.5. thereof (the “Lenders”), the Administrative Agent and the other parties thereto for its benefit and the benefit of the Lenders and the Specified Deriv
111 EAST WACKER, LLC, as Borrower to WACHOVIA BANK, NATIONAL ASSOCIATION, as Lender MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND FIXTURE FILINGMortgage, Security Agreement, Assignment of Rents and Fixture Filing • July 14th, 2006 • Parkway Properties Inc • Real estate investment trusts
THIS MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND FIXTURE FILING (the "Security Instrument") is made as of the 11th day of July, 2006, by 111 EAST WACKER, LLC, a Delaware limited liability company, having its chief executive office at 188 East Capitol Street, Suite 1000, One Jackson Place, Jackson, Mississippi 39201-2195 (hereinafter referred to as "Borrower"), to WACHOVIA BANK, NATIONAL ASSOCIATION, having an address at 8739 Research Drive URP - 4, NC 1075, Charlotte, North Carolina 28262, Attention: Commercial Real Estate Services, and its successors and assigns (hereinafter referred to as "Lender").
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • March 7th, 2005 • Parkway Properties Inc • Real estate investment trusts • Mississippi
AGREEMENT by and between Parkway Properties, Inc., a Maryland corporation (the "Company"), with offices at One Jackson Place, Suite 1000, 188 East Capitol Street, Jackson, Mississippi 39201-2195, and ___________ (the "Executive"), an individual residing at _________________, dated as of __________.
PARKWAY PROPERTIES, INC.Underwriting Agreement • August 12th, 2010 • Parkway Properties Inc • Real estate investment trusts • New York
Parkway Properties, Inc., a Maryland corporation (the "Company"), and Parkway Properties LP, a Delaware limited partnership (the "Partnership"), confirm their agreement (this "Agreement") with Wells Fargo Securities, LLC ("Wells Fargo") and Banc of America Securities LLC ("BofA") and each of the other Underwriters named in Schedule I hereto (collectively, the "Underwriters," which term shall also include any underwriter substituted as hereinafter provided in Section 14 hereof), for whom Wells Fargo and BofA are acting as representatives (in such capacity, the "Representatives"), with respect to the issuance and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of 1,974,896 shares (the "Shares") of 8.00% Series D Cumulative Redeemable Preferred Stock (Liquidation Preference $25.00 per share), par value $.001 per share (the "Series D Preferred Stock"), as set forth on Schedule I hereto. The Company previously issued and sold 2,400
EMPLOYMENT AGREEMENTEmployment Agreement • February 25th, 2015 • Parkway Properties Inc • Real estate investment trusts • New York
This AGREEMENT, dated as of October 22, 2013 (the “Agreement”), between Parkway Properties, Inc. (the “Company”), and Jeremy R. Dorsett (the “Executive”).
Parkway Properties, Inc. Shares of Common Stock EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • December 28th, 2009 • Parkway Properties Inc • Real estate investment trusts • New York
Parkway Properties, Inc., a Maryland corporation (the “Company”) and Parkway Properties LP, a Delaware limited partnership (the “Partnership”) confirm their agreement (this “Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), as follows:
Exhibit 1 UNDERWRITING AGREEMENT PARKWAY PROPERTIES, INC. 600,000 shares of Common Stock (par value $.001 per share)Underwriting Agreement • March 24th, 2003 • Parkway Properties Inc • Real estate investment trusts • Michigan
LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • May 19th, 2008 • Parkway Properties Inc • Real estate investment trusts • Delaware
This Limited Partnership Agreement (this "Agreement") of PARKWAY PROPERTIES OFFICE FUND II, L.P., a Delaware limited partnership (the "Partnership"), is dated as of May 14, 2008, by and among PPOF II, LLC, a Delaware limited liability company, as the general partner of the Partnership (the "General Partner"), Parkway Properties LP, a Delaware limited partnership ("Parkway"), and Teacher Retirement System of Texas, a public pension fund and public entity of the State of Texas ("TRST" and together with Parkway, the "Limited Partners"). The General Partner and the Limited Partners are hereinafter sometimes referred to collectively as the "Partners" and each of them individually as a "Partner".
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 • Parkway 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.”
TERM LOAN AGREEMENTTerm Loan Agreement • July 1st, 2015 • Parkway Properties Inc • Real estate investment trusts • New York
THIS TERM LOAN AGREEMENT (this “Agreement” or this “Term Loan Agreement”) dated as of June 26, 2015 by and among PARKWAY PROPERTIES LP, a limited partnership formed under the laws of the State of Delaware (the “Borrower”), PARKWAY PROPERTIES, 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 12.5. (the “Lenders”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), with WELLS FARGO SECURITIES, LLC and PNC CAPITAL MARKETS LLC, as Joint Lead Arrangers (each a “Joint Lead Arranger”) and Joint Bookrunners (each a “Joint Bookrunner”), PNC BANK, NATIONAL ASSOCIATION, as Syndication Agent (the “Syndication Agent”), and TD BANK, N.A., and U.S. BANK NATIONAL ASSOCIATION as Documentation Agents (the “Documentation Agents”).
PURCHASE AND SALE AGREEMENT Between FSP PHOENIX TOWER LIMITED PARTNERSHIP, SELLER And PKY 3200 SW FREEWAY, LLC BUYER Premises: Phoenix Tower Houston, Texas December 3, 2012Purchase and Sale Agreement • December 3rd, 2012 • Parkway Properties Inc • Real estate investment trusts • Texas
THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is made as of the 3rd day of December, 2012 (the “Effective Date”), by and between FSP PHOENIX TOWER LIMITED PARTNERSHIP, a Texas limited partnership (“Seller”) and PKY 3200 SW FREEWAY, LLC, a Delaware limited liability company (“Buyer”). CHICAGO TITLE INSURANCE COMPANY (the “Escrow Agent”) joins in this Agreement for the limited purposes set forth in Section 15.
UNDERWRITING AGREEMENT Parkway Properties, Inc. 1,600,000 shares of Common Stock (par value $.001 per share)Underwriting Agreement • January 13th, 2005 • Parkway Properties Inc • Real estate investment trusts • Michigan
Parkway Properties, Inc., a Maryland corporation (the "Company") and Parkway Properties LP, a Delaware limited partnership (the "Partnership"), confirm their agreement with Citigroup Global Markets, Inc. (the "Underwriter"), as follows:
AMENDED AND RESTATED CREDIT AGREEMENT Dated May 5, 2003 among PARKWAY PROPERTIES LP JPMORGAN CHASE BANK, as Administrative Agent WACHOVIA BANK, NATIONAL ASSOCIATION, as Syndication Agent and the Lenders Sole Bookrunner and Lead ArrangerCredit Agreement • August 13th, 2003 • Parkway Properties Inc • Real estate investment trusts • Texas
AGREEMENT AND AMENDMENTOperating Agreement • January 7th, 2005 • Parkway Properties Inc • Real estate investment trusts • Delaware
This Agreement and Amendment (this "Agreement") is dated as of January__, 2005, by and between PARKWAY PROPERTIES LP, a Delaware limited partnership, having an address at One Jackson Place, 188 East Capitol Street, Suite 1000, Jackson, Mississippi 39201 ("Parkway"), and 233 CHICAGOINVEST, INC., a Delaware corporation, having an address at 280 Park Avenue, 37th Floor, New York, New York 10017 ("Chicago Inc.").
SECOND AMENDMENT TO TERM LOAN AGREEMENTTerm Loan Agreement • October 4th, 2013 • Parkway Properties Inc • Real estate investment trusts • New York
THIS SECOND AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”) dated as of September 30, 2013 by and among PARKWAY PROPERTIES LP, a limited partnership formed under the laws of the State of Delaware (the “Borrower”), PARKWAY PROPERTIES, INC., a corporation incorporated under the laws of the State of Maryland (the “Parent”), each of the Lenders party hereto and KEYBANK NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”).
VOTING AGREEMENTVoting Agreement • September 5th, 2013 • Parkway Properties Inc • Real estate investment trusts • Delaware
This Voting Agreement (this “Agreement”) is made and entered into as of September 4, 2013, by and among Thomas Properties Group, Inc. (“Company”), Thomas Properties, L.P. (“Company LP”, and, together with Company, the “Company Parties”) and TPG VI Pantera Holdings, L.P. (the “Stockholder”) of Parkway Properties, Inc. (the “Parent”).
PARKWAY PROPERTIES, INC. AND PARKWAY PROPERTIES LPRestricted Stock Unit Agreement • February 25th, 2016 • Parkway Properties Inc • Real estate investment trusts • Florida
Pursuant to this Restricted Stock Unit Agreement, effective as of [__________, 20__] (including Appendix A hereto, the “Agreement”), Parkway Properties, Inc. (the “Company”) hereby grants to [____________] (the “Participant”) the following award of Restricted Stock Units (“RSUs”), pursuant and subject to the terms and conditions of this Agreement and the Parkway Properties, Inc. and Parkway Properties LP 2013 Omnibus Equity Incentive Plan, as amended (the “Plan”), the terms and conditions of which are hereby incorporated into this Agreement by reference. The RSUs granted pursuant to this Agreement shall be eligible to vest based upon the satisfaction of both performance conditions and continued Service (as defined in Appendix A) conditions applicable to the RSUs. Each RSU is hereby granted in tandem with a corresponding Dividend Equivalent, as further described in Section 4 of Appendix A hereto. Except as otherwise expressly provided herein, all capitalized terms used in this Agreement
STOCKHOLDERS AGREEMENTStockholders Agreement • June 6th, 2012 • Parkway Properties Inc • Real estate investment trusts • New York
This STOCKHOLDERS AGREEMENT is entered into as of June 5, 2012, by and among TPG VI Pantera Holdings, L.P., a Delaware limited partnership (“TPG”), Parkway Properties, 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”).
PARKWAY PROPERTIES, INC.,Profits Interest Units Agreement • May 19th, 2015 • Parkway Properties Inc • Real estate investment trusts • Florida
THIS PROFITS INTEREST UNITS AGREEMENT (this “Agreement”) is made and entered into as of [ ] (the “Grant Date”), by and between Parkway Properties LP, a Delaware limited partnership (the “Partnership”), and [ ] (the “Participant”). Capitalized terms used in this Agreement but not otherwise defined herein shall have their respective meanings set forth in the Plan (as defined below) or the Partnership Agreement, as applicable.
April 28, 2016Merger Agreement • May 5th, 2016 • Parkway Properties Inc • Real estate investment trusts • Delaware
As you know, we are considering entering into a potential Merger Agreement involving Parkway Properties, Inc. (“PKY”) and Parkway Properties, L.P. (“PKY LP”) which would result in a merger with Cousins Properties Incorporated (“Cousins”) (“Merger”). As part of the Merger transaction, the Houston assets owned by PKY LP would be combined with other Houston properties owned by Cousins in a new UPREIT structure in which PKY LP will be the operating partnership for a newly formed Cousins (“Houston Co”), the stock of which would be distributed to the shareholders of the combined PKY and Cousins. Non-Houston assets owned by PKY LP (“Cousins”) currently are contemplated to be combined with non-Houston assets of Cousins in a new UPREIT structure (“CousinsCousins LP”) for which Cousins would be the parent (referred to as “CousinsCousins REIT”).
FIFTH AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF PARKWAY PROPERTIES OFFICE FUND II, L.P.Limited Partnership Agreement • May 12th, 2016 • Parkway Properties Inc • Real estate investment trusts • Delaware
THIS FIFTH AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF PARKWAY PROPERTIES OFFICE FUND II, L.P. (the “Partnership”), a Delaware limited partnership (“Amendment”) is made as of May 6, 2016 by and among PPOF II, LLC, a Delaware limited liability company, as the sole general partner of the Partnership (the “General Partner”), Parkway Properties LP., a Delaware limited partnership (“PPLP”), and the Teacher Retirement System of Texas, a public pension fund and public entity of the State of Texas (“TRST” and, together with PPLP, the “Limited Partners”). The General Partner and the Limited Partners are hereinafter sometimes referred to collectively as the “Partners.”
