0000729237-08-000004 Sample Contracts

SECOND AMENDMENT TO
Limited Partnership Agreement • February 29th, 2008 • Parkway Properties Inc • Real estate investment trusts

THIS SECOND AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF PARKWAY PROPERTIES OFFICE FUND, L.P. (the "Partnership"), a Delaware limited partnership ("Amendment") is made as of August ___, 2007 by and among, PKY FUND, LLC, a Delaware limited liability company, as the sole general partner of the Partnership ("General Partner"), Parkway Properties LP, a Delaware limited partnership ("Parkway"), and PERS Holding Company Limited, L.L.C. ("PERS Holding" and together with Parkway, the "Limited Partners"). The General Partner and the Limited Partners are hereinafter sometimes referred to collectively as the "Partners".

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FIRST AMENDMENT TO
Limited Partnership Agreement • February 29th, 2008 • Parkway Properties Inc • Real estate investment trusts

THIS FIRST AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF PARKWAY PROPERTIES OFFICE FUND, L.P. (the "Partnership"), a Delaware limited partnership ("Amendment") is made as of October ___, 2006 by and among, PKY FUND, LLC, a Delaware limited liability company, as the sole general partner of the Partnership ("General Partner"), Parkway Properties LP, a Delaware limited partnership ("Parkway"), and PERS Holding Company Limited, L.L.C. ("PERS Holding" and together with Parkway, the "Limited Partners"). The General Partner and the Limited Partners are hereinafter sometimes referred to collectively as the "Partners".

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