CREDIT AGREEMENT Dated as of October 6, 2016 by and among PARKWAY OPERATING PARTNERSHIP LP, as Borrower, PARKWAY, INC., as Parent,Credit Agreement • October 12th, 2016 • Parkway, Inc. • Real estate investment trusts • New York
THIS CREDIT AGREEMENT (this “Agreement” or this “Credit Agreement”) dated as of October 6, 2016 by and among PARKWAY OPERATING PARTNERSHIP LP, a limited partnership formed under the laws of the State of Delaware (the “Borrower”), PARKWAY, 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 13.5. (the “Lenders”) and BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as Syndication Agent (the “Syndication Agent”), JPMORGAN CHASE BANK, N.A., CITIZENS BANK, NATIONAL ASSOCIATION and KEYBANK NATIONAL ASSOCIATION as Co-Documentation Agents (the “Co-Documentation Agents”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 12th, 2016 • Parkway, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT is made as of October 7, 2016 by and between Parkway, Inc., a Maryland corporation (the “Company”), and Craig B. Jones (the “Indemnified Person” or “Indemnitee”).
AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PARKWAY PROPERTIES LPSecond Amended and Restated Agreement of Limited Partnership • October 12th, 2016 • Parkway, Inc. • Real estate investment trusts • Delaware
THIS AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (“Amendment No. 4”), dated as of October 6, 2016, is entered into by and between Parkway, Inc., a Maryland corporation (the “Company”), and Parkway Properties General Partners Inc., a Delaware corporation (the “General Partner”), and amends that certain Second Amended and Restated Agreement of Limited Partnership of Parkway Properties LP, a Delaware limited partnership (the “Partnership”), dated February 27, 2013, as amended (the “Partnership Agreement”).
STOCKHOLDERS AGREEMENTStockholders Agreement • October 12th, 2016 • Parkway, Inc. • Real estate investment trusts • New York
This STOCKHOLDERS AGREEMENT is entered into as of October 7, 2016, by and among TPG VI Pantera Holdings, L.P., a Delaware limited partnership (“TPG”), Parkway, 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”).
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PARKWAY OPERATING PARTNERSHIP LP October 6, 2016Limited Partnership Agreement • October 12th, 2016 • Parkway, 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 Parkway Operating Partnership LP (the “Partnership”) is dated as of October 6, 2016 and entered into by and among Parkway, Inc., a Maryland corporation, as a limited partner (“Parent”), Parkway Properties General Partners, Inc., a Delaware corporation, as the general partner (the “General Partner”), Parkway Properties LP, a Delaware limited partnership, as a limited partner (“Legacy Parkway LP”), 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.
GUARANTYGuaranty • October 12th, 2016 • Parkway, Inc. • Real estate investment trusts • New York
THIS GUARANTY dated as of October 6, 2016 (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 BANK OF AMERICA, N.A., in its capacity as Administrative Agent (the “Administrative Agent”) for the Lenders under that certain Credit 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 OPERATING PARTNERSHIP LP (the “Borrower”), PARKWAY, INC. (the “Parent”), the financial institutions party thereto and their assignees under Section 13.5. thereof (the “Lenders”), the Administrative Agent, and the other parties thereto, for its benefit and the benefit of the Lenders, the Issuing Banks, the Specified Deri
