THIRD AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF PARKWAY PROPERTIES OFFICE FUND II, L.P.

Exhibit 10.4

THIRD AMENDMENT TO

LIMITED PARTNERSHIP AGREEMENT OF

PARKWAY PROPERTIES OFFICE FUND II, L.P.

THIS THIRD AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF PARKWAY PROPERTIES OFFICE FUND II, L.P. (the “Partnership”), a Delaware limited partnership (“Amendment”) is made as of August 8, 2013 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 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”.

WHEREAS, the Partners executed that certain Limited Partnership Agreement of Parkway Properties Office Fund, L.P., dated as of May 14, 2008, as amended by that certain First Amendment dated April 10, 2011 and that certain Second Amendment dated August 8, 2012 (collectively, the “Partnership Agreement”).

WHEREAS, the Partnership intends to acquire through an Investment Vehicle certain unimproved real property known as the Parcel H-1 located within the Xxxxxx Xxxxx development in City of Tempe, Maricopa County, Arizona, and more fully described on Exhibit A attached hererto (“H-1 Parcel”), pursuant to the terms of that certain Agreement of Sale and Purchase dated as of April 30, 2013, as amended by that First Amendment to Agreement of Sale and Purchase dated as of July 25, 2013 (“H-1 Parcel Acquisition”)

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1.Capitalized Terms. All capitalized terms used herein but not defined herein shall have the meaning given to such terms in the Partnership Agreement. The following capitalized terms shall have the following meanings:

2.Investment. The defined term “Investment”, “Investment Period” and “Investment Guidelines” shall be expanded solely for the purpose of authorizing the H-1 Parcel Acquisition.

3.H-1 Parcel Development. Following the H-1 Parcel Acquisition none of the General Partner, the Partnership or any of their Affiliates will take, or permit to be taken, any action to develop, pledge or otherwise encumber the H-1 Parcel in any manner without the unanimous written consent of all Partners.

4.Exhibit E. Exhibit E of the Partnership Agreement is hereby deleted and shall be replaced in its entirety with Exhibit E attached hereto.

5.Exhibit F. Exhibit F of the Partnership Agreement is hereby deleted and shall be replaced in its entirety with Exhibit F attached hereto.

6.No Other Amendments. In all other respects the Partnership Agreement shall remain in full force and effect as executed by the Partners. Except as expressly stated in this Amendment, all other terms and provisions of the Partnership Agreement shall apply to the B3 Parcel Investment.

In the event of a conflict in the terms and provisions of this Amendment and the Partnership Agreement, the terms and provisions of this Amendment shall govern.

7.Facsimile/PDF Signatures. In order to expedite the execution of this Amendment, telecopied or PDF signatures may be used in place of original signatures on this Amendment. Partners intend to be bound by the signatures on the telecopied or PDF document, are aware that the other party will rely on such signatures, and hereby waive any defenses to the enforcement of the terms of this Amendment based on the form of signature.

8.Counterparts. This Amendment may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument.

Signatures to follow on next page

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

GENERAL PARTNER:	PPOF II, LLC, a Delaware limited liability company By: /s/ Xxxxx X. X’Xxxxxx Name: Xxxxx X. O’Reilly Title: EVP, Chief Financial Officer & Chief Investment Officer By: /s/ Xxxxxx X. Dorsett Name: Xxxxxx X. Dorsett Title: Executive Vice President and General Counsel
PARKWAY:	PARKWAY PROPERTIES LP, a Delaware limited partnership By: Parkway Properties General Partners, Inc., a Delaware corporation, its sole general partner By: /s/ Xxxxx X. X’Xxxxxx Name: Xxxxx X. O’Reilly Title: EVP, Chief Financial Officer & Chief Investment Officer By: /s/ Xxxxxx X. Dorsett Name: Xxxxxx X. Dorsett Title: Executive Vice President and General Counsel
TRST:	TEACHER RETIREMENT SYSTEM OF TEXAS, a public pension fund and public entity of the State of Texas By: Xxxx X. Lang Name: Xxxx X. Lang Title: Managing Director

EXHIBIT A

LEGAL DESCRIPTION OF PARCEL H-1

A parcel of land situated in a portion of the Northwest quarter of Section 15, Township 1 North, Range 4 East of the Gila and Salt River Base and Meridian, Maricopa County, Arizona, more particularly described as follows:

COMMENCING at a 5/8 inch rebar found at the center of said Section 15, from which a brass cap located at the West quarter corner of said Section 15 bears South 89 degrees 03 minutes 17 seconds West (basis of bearing), a distance of 2,629.81 feet;

Thence North 00 degrees 11 minutes 29 seconds East, along the East line of said Northwest quarter, a distance of 863.51 feet to the South line of the Flood Control Maintenance Easement recorded in Book 365 of Maps, page 34, Maricopa County Records;

Thence continuing along said South line, North 80 degrees 25 minutes 33 seconds West a distance of 83.34 feet; Thence continuing along said South line, North 80 degrees 43 minutes 37 seconds West, a distance of 200.82 feet; Thence continuing along said South line, North 84 degrees 54 minutes 20 seconds West, a distance of 198.57 feet;

Thence continuing along said South line, North 89 degrees 13 minutes 38 seconds West a distance of 119.14 feet to the Northeast corner of the property described on the plat of EDGE WATER AT XXXXXX XXXXX LAKESIDE, as recorded in Book 701 of Maps, page 37, Maricopa County, Records;

Thence South 01 degrees 16 minutes 33 seconds West, a distance of 219.96 feet to the Southeast corner of said EDGE WATER AT XXXXXX XXXXX LAKESIDE, being the Point of Beginning;

Thence continuing South 01 degrees 16 minutes 33 seconds West, a distance of 165.53 feet to a point on the arc of a non-tangent curve concave to the South, a radial line of said curve through said point having a bearing of North 09 degrees 21 minutes 23 seconds West;

Thence Westerly along the arc of said curve, to the left, having a radius of 811.00 feet, with a chord of South 76 degrees 39 minutes 26 seconds West, 112.81 feet, and a central angle of 07 degrees 58 minutes 34 seconds, for an arc distance of 112.90 feet to a point on a non-tangent line, said point being the Southeast corner of the property described on the plat of XXXXXX XXXXX LAKESIDE WEST, as recorded in Book 703 of Maps, page 2, Maricopa County, Records;

Thence North 17 degrees 20 minutes 12 seconds West, along the boundary of said XXXXXX XXXXX LAKESIDE WEST, a distance of 22.00 feet to a point on the arc of a non-tangent curve concave to the South, a radial line of said curve through said point having a bearing of North 17 degrees 19 minutes 57 seconds West;

Thence Westerly along the boundary of said XXXXXX XXXXX LAKESIDE WEST, along the arc of said curve, to the left, having a radius of 833.00 feet, with a chord of South 71 degrees 54 minutes 39 seconds West, 22.00 feet, and a central angle of 01 degrees 30 minutes 48 seconds for an arc distance of 22.00 feet to a non-tangent line;

Thence North 74 degrees 58 minutes 05 seconds West, along the boundary of said XXXXXX XXXXX WEST, a distance of 25.87 feet to a point on the arc of a non-tangent curve concave to the Southwest, a radial line of said curve through said point having a bearing of North 72 degrees 35 minutes 31 seconds East;

Thence Northwesterly along the boundary of said XXXXXX XXXXX LAKESIDE WEST, along the arc of said curve, to the left, having a radius of 270.86 feet, with a chord of North 26 degrees 32 minutes 42 seconds West, 86.02 feet, and a central angle of 18 degrees 16 minutes 26 seconds for an arc distance of 86.39 feet to a point on the arc of a non-tangent curve concave to the East, a radial line of said curve through said point having a bearing of South 56 degrees 22 minutes 29 seconds West; Thence Northerly along the boundary of said XXXXXX XXXXX LAKESIDE WEST, along the arc of said curve, to the right, having a radius of 134.02 feet, with a chord of North 21 degrees 05 minutes 56 seconds West, 58.13 feet, and a central angle of 25 degrees 03 minutes 10 seconds for an arc distance of 58.60 feet to a non-tangent line;

Thence North 83 degrees 00 minutes 20 seconds East, along the boundary of said XXXXXX XXXXX LAKESIDE WEST, a distance of 7.56 feet;

Thence North 07 degrees 04 minutes 07 seconds West, along the boundary of said XXXXXX XXXXX LAKESIDE WEST, a distance of 48.00 feet to the common corner of said XXXXXX XXXXX LAKESIDE WEST and said EDGE WATER AT XXXXXX XXXXX LAKESIDE;

Thence South 87 degrees 46 minutes 11 seconds East, along the South line of said EDGE WATER AT XXXXXX XXXXX LAKESIDE, a distance of 91.47 feet;

Thence South 87 degrees 35 minutes 54 seconds East, along the South line of said EDGE WATER AT XXXXXX XXXXX LAKESIDE, a distance of 132.39 feet to the Point of Beginning;

ALSO KNOWN AS:

Parcel H-1, of FINAL PLAT OF XXXXXX XXXXX LAKESIDE EAST, according to Book 780 of Maps, Page 50 and Notice of Correction recorded in Document No. 2006-87924, records of Maricopa County, Arizona.

EXHIBIT E

TRS Persons

8/6/2013

Board of Trustees (Terms Expire August 31, 20xx)
R. Xxxxx Xxxxx, Chairman (2017)	Xxxxxx X. Xxxxxx (2011)*	Xxxxxx Xxxxxxx (2011)*
Xxxxx X. Xxxxxx (2011)*	Charlotte Xxxxx Xxxxxxx Xxxxxxx (2013)	Xxx Xxxxxxxxxx (2013)
Xxxx X. XxXxxxxx (2013)	Xxxx Xxxxx (2015)	Xxxxxxxxxxx Xxxx (2015)
Xxxxxxx Xxxxxxx (2015)	T. Xxxxx Charleston (2017)	Xxxxx Xxxxxx Xxxxx (2017)

*Recently exited trustees.

Executive, Legal, Investment and Selected Staff
Xxxxxx, Xxxx	Xxxxxxx, Xxxxxxx	Xxxxxxx, Xxxx	Xxxxxxx, Xxxxxxx	Xxxxx, Xxxxx
Xxxxxxxx, Xxxxx	Xxxxxxxx, Xxxxxxx	Xxxxx, Xxxxxxx	Xxxxxxx, Xxxxx	Xxxxxxx, Xxx
Xxxxxxxx, Xxxxxx	Xxxxxxxx, Xxxxxxx	Xxxx, Xxx	Xxxxxx, T.A.	Xxxxxxx, Xxxxxx
Xxxxxxxxx, Xxxxxxxx	Xxx, Xxxxx	Xxxxxx, Wm. Xxxxxx	Xxxxx, Xxxxx	Xxxxxxx, Xxxxxxx
Xxxxx, Xxxxxx	Xxxxxxxx, Xxxxxxx	Xxxxx, Xxxxx	Xxxxxx, Xxx	Xxxxxxxxx, Xxx
Xxxx, Xxxx	Xxxxxx, Xxxxxx	Xxxxx, Xxxxxx	Xxxxxx, Xxxxxxx	Xxxxxxxx, Xxxx
Xxxx, Xxxxxxx	Xxxxxx, Xxx	Xxxxx, Xxx	Xxxxxx, Xxxxx	Xxxxxxx, Xxxx
Xxxxxxxxxxxx, Xxxxx	Xxxxxxxx, Xxxx-Xxxxxx	Xxxxxx, Xxx	Xxxxxx, Xxxxxxx	Xxxx, Xxxxxx
Xxxxxxx, Don	de Onís, Xxxxxxxx	Xxxxxx, Xxx	Xxxxxxx, Xxxxx	Xxxxxxx, Xxxxxx
Xxxxxx, Xxx	Xxxxx, Xxxxxx	Xxxxxxxx, Xxxxxxx	Xxxxx, Xxxxx	Xxx Xxxxxxx, X X
Xxxxxxx, Xxx	XxXxxxxxx, Xxxx	Xxxxxxx, Xxxxxxxx	Xxxxxxx, Xxxxxxx	Xxxx, Xxxxx
Xxxx, Xxxxxx	XxXxxxxxx, Xxxxx	Xxxxxxx, Xxxxx	Pan, Xxxxxxxxxxx	Xxxxxxxx, Xxxxxxxx
Xxxxxxxxx, Xxxxx	Xxxxx, Xxxx	Xxxxxx, Xxx	Xxxx, Xxxxxx	Xxxxxx, Xxxxxx
Xxxx, Xxxxxx	Xxxxx, Xxxxx	Xxxxxxx, Xxxxxx	Xxxxxxxx, Xxxxxx	Xxxxx, Xxxxxx
Xxxxxxxxx, Xxxxxx	Xxxxxxxx, Xxxx	Xxxx, Xxxx	Pia, Xxxxxxx	Xxxx, Xxxxx
Xxxxxxxx, Xxxxx	Xxxxxxxx, Xxxxxxx	Xxxxxx, Xxxxxx	Xxxx, Xxxxxxxxx	Xxxxxx, Xxxxx
Xxxxxx, Xxxxxx	Xxxxxxx, Xxxxxxxx	Xxx, Xxxx	Xxxxxxxx, Xxxxx	Xxxxxxx, Xxxx
Xxxxxxxx, Xxxxxx	Xx, Xxxxxxxx	Xxxxxxx, Xxxxxxx	Xxxxxxx, Xxxx	Xxx, Xxxxxxx
Xxxx, Xxxxx	Xxxxx, Xxxxxxx	Xxx, Xxxxx	Xxxxxx, Xxxx	Xxxxx, Xxx
Xxxxx, Xxxxxx	Xxxxxxx, Xxxx	Xxxxx, Xxxx	Xxxx, Xxxxxxxx	Xxxxxx, Xxxxxxxx
Xxxxxxx, Xxx	Xxxxx, Xxx	Xxxxxxx, Xxxx	Xxxxxx, Xxxx	Xxxx, Xxxx
Xxxxxxxx, Xxxxxxx	Xxxx, XxXxx	Xxxxxxx, Xxxxx	Xxxxxxxx, Xxxxx	Xxxxx, Xxxxx X.
Xxxxx, Xxxxxxxx	Xxxx, Xxxxxx	Xxxx, Xxxxx	Xxxxxx, Xxxx	Xxxxxxxx, Xxxx
Xxxxxx, Xxxx Xxxxx	Gold, Xxxxxxx	Xxxxx, Xxxxx	Xxxx, Xxxxxxx	Xxxxxx, Xxxxxx
Xxxxxx, Xxxxxx Xxx	Gunnia, Xxxxxx	Xxxxx, Xxxxxxx	Xxxxxxxx, Xxxxx	Xxxxxxx, Xxxxxxx
Xxxxxxx, Xxxx	Xxxxxxx, Xxxxx	Xxxxx, Xxxxxx	Xxxxxxx, Xxxxxx	Xxxxx Xxxxx, Xxxxxxxx
Xxxx, Xxx	Xxxxxxxx, Xxxx	XxxXxxxxx, Xxxxx	Xxxxxxxx, Xxxxxx	Xx, Xxxxxxx
Xxxxx, Xxxx	Xxxx, Xxxx	Xxxxx, Xxxxxx	Xxxxxxxxxx, Xxxxxx	Xxxxx, Xxxxx
Xxxxx, Xxxxxx	Xxxxxx, Xxxxx	XxXxxxxxxx, Xxxxx	Xxxxxxx, Xxxxx	Xxxxxxxx-Xxxxxxxx, Xxxx
	Xxxxxxxxx, Xxxx	XxXxxxx, Xxxxxx	Xxxxx, Xxxxxxx	Xxxx, Xxxxxx

TRS Persons Continued

8/6/2013

Investment Contractors
Xxxxxxxx, Xxxx	Xxxxxx, Xxxxx	Xxxxxx, Xxxxx	Xxxxxxx, Ebi	Steinwedell, Xxxxx
Xxxxxx, Xxxx	Xxxxxxx, Xxxx	Xxxx, Xxxx X	Xxxx, Xxxxx	Xxxxxxx, Xxxx
Croix, Xxxxxxxx	Xxxxxxxxx, Xxxxx	Xxxxx, Xxxxxxxx	Xxxxx, Xxxx	Xxxxxxxxx, Xxxx
Xxxxx-Xxxxxx, Xxxxxxx	Xxxxxxxx, Xxxxxxx	Xxxxxxx, Xxxx	Xxxxxxx, Xxxx	Xxxx, Xxxxxx
Xxxx, Xxxxxxxx	Xxxxxxx, Xxxxxxx	Xxxxxx, Xxxxxxx	Xxxxxx, Xxxxx	Xxx, Sibei
Xxxxxxx, Xxxx	Xxxxxxx, Xxxxxxx	Xxxxxx, Xxxxx	Xxxxxxx, Xxxx	Xxxxx, Xxxxxxx
Xxxxxxxx, Xxxxxx

Investment Consultants and Advisors
Firm or Individual’s Name	Function
Xxxxxx EnnisKnupp (Xxxxx Xxxxxxxx, Xxxxx Xxxx, Xxxxx X’Xxxxxxx, Xxxxx Xxxxxxxx)	Pension Plan (investment consultant to board)
Xxxxxxxx Xxxx Associates LLC (Xxxx Xxxx, Xxxx Xxxxxx)	Pension Plan (investment consultant for private equity)
Albourne America LLC (Xxxxx Xxxxxxxx, Xxxx Xxxxxxx)	Pension Plan (investment consultant for hedge funds)
Leading Edge Investment Advisors LLC (Xxxxxxx Xxx)	Pension Plan (investment consultant for emerging managers)
BlackRock Investment Management LLC (Arslan Mian, Xxxxx Xxxxx)	Pension Plan (investment consultant for private equity co-investments)
The Xxxxxxxx Group, Inc. (Xxxxx Xxxxx, Xxx Xxxxxx)	Pension Plan (investment consultant - real estate)
Xxxxx Xxxxx, Ph.D.	Investment consultant to board

Investment Counsel
Firm Name	Lawyers
Fulbright & Xxxxxxxx LLP	D. Xxxxxxx Xxxxxxxxx, Xx Xxxxx
Xxxxxxx Xxxxxx, L.L.P.	Xxxxx Xxxxxxxx, Xxxx Xxxxxxxx, Xxxxx Xxxxxxxxxxx, Xxxxxxx Xxxxx, Xxxxx Xxxxxxx, Xxxx Xxxxxxxx, Xxxx Xxxxx, Xxxxx Xxxxx, Xxxxxx Xxxxxxx, Xxxxxx Xxxxxxx, Xxxxxx Xxxxxxx
KattenMuchinRosenman LLP	Xxxxxxxx X. Xxxxx, Xxxxx X. Xxxxx, Xxxxx X. Xxxxxx, Xxxxxxxxxx Xxxxxxxx,
Xxxxxxxxxx Xxxxx Xxxx LLP	Xxxx X. Xxxxx, Xxxxx X. Xxxx, Xxxxxxx Xxxxxxxxx, Xxxx X. Xxxx
Xxxxxxxx Xxxx LLP	Xxx Xxxxxxxx, Xxxxxxx Curffman, Xxxx Sale, Xxxxxx Xxxxxxx, Xxxxxx Xxxxxx

EXHIBIT F

LIST OF PRIMARY EXECUTIVE OFFICERS OF PARKWAY AND PARKWAY PROPERTIES, INC.

Xxxxx X. Xxxxxxxx	President and Chief Executive Officer
Xxxxx X. X’Xxxxxx	Executive Vice President
M. Xxxxxx Xxxxxx	Executive Vice President
Xxxxxx Xxxxxxx	Executive Vice President
Xxxxx X. Xxxxx III	Executive Vice President