0000729237-12-000041 Sample Contracts

TERM LOAN AGREEMENT Dated as of September 28, 2012 by and among PARKWAY PROPERTIES LP,
Term Loan Agreement • October 1st, 2012 • Parkway Properties Inc • Real estate investment trusts • New York

THIS TERM LOAN AGREEMENT (this "Agreement") dated as of September 28, 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"), KEYBANC CAPITAL MARKETS 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"), KEYBANK NATIONAL ASSOCIATION, as Administrative Agent (the "Administrative Agent"), BANK OF AMERICA, N.A., as Syndication Agent (the "Syndication Agent") and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Documentation Agent (the "Documentation Agents").

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SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • October 1st, 2012 • Parkway Properties Inc • Real estate investment trusts • New York

THIS SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") dated as of September 28, 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"), each of the Lenders party hereto and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the "Administrative Agent").

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