EX-10.3


 Exhibit 10.3 

FIRST AMENDMENT TO TERM LOAN AGREEMENT 

THIS FIRST 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 WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”). 

WHEREAS, the Borrower, the Lenders, the Administrative Agent and certain other parties have entered into that certain Term Loan Agreement
dated as of June 12, 2013 (as amended and as in effect immediately prior to the effectiveness of this Amendment, the “Credit Agreement”); and 

WHEREAS, the Borrower, the Lenders party hereto and the Administrative Agent desire to amend certain provisions of the Credit Agreement
subject to the terms and conditions of this Amendment. 
 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows: 
 Section 1. Specific Amendment
to Credit Agreement. The parties hereto agree that the Credit Agreement is amended as follows: 
 (a) The Credit Agreement is hereby
amended by restating the first sentence of Section 9.1.(e) in its entirety to read as follows: 
 The Parent shall not
permit the ratio of (i) the product of (A) Unencumbered Adjusted NOI for the two consecutive fiscal quarters most recently ended multiplied by (B) 2 to (ii) Unsecured Indebtedness of the Parent and its Subsidiaries to be less
than 0.11 to 1.00 at any time; provided, that at any time during the period commencing on July 1, 2013 and ending on December 31, 2013, the Parent shall not permit the ratio of (i) the product of (A) Unencumbered Adjusted
NOI for the two consecutive fiscal quarters most recently ended multiplied by (B) 2 to (ii) Unsecured Indebtedness of the Parent and its Subsidiaries to be less than 0.095 to 1.00. 

(b) The Credit Agreement is hereby further amended by restating Section 9.2.(b) in its entirety to read as follows: 

(b) The Parent and the Borrower shall not, and shall not permit any Subsidiary (other than an Excluded Subsidiary) or any other
Loan Party to, enter into, assume or otherwise be bound by any Negative Pledge except for (i) a Negative Pledge contained in the Existing Credit Agreement; (ii) a Negative Pledge contained in the Existing Term Loan Agreement; (iii) a
Negative Pledge contained in any other agreement (in addition to the Existing Credit Agreement and the Existing Term Loan Agreement) that evidences unsecured Indebtedness which contains restrictions on encumbering assets that are substantially
similar to those restrictions contained in the Loan Documents; (iv) a Negative Pledge contained in any agreement relating to assets to be sold where the restrictions on encumbering assets relate only to such assets pending such sale; (v) a
Negative Pledge contained in any agreement (x) evidencing Indebtedness 






 
of such Person, but only to the extent that no Default or Event of Default is in existence at the time such Indebtedness is created, incurred or assumed, nor would result from the creation,
incurrence or assumption of such Indebtedness (including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.); (y) which Indebtedness is secured by a Lien permitted
to exist pursuant to this Agreement, and (z) which prohibits the creation of any other Lien on only the property securing such Indebtedness as of the date such agreement was entered into; and (vi) to the extent constituting a Negative
Pledge, a restriction on the direct or indirect transfer of Equity Interests in any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary contained in the organizational documents of such Person or any
document, instrument or agreement evidencing Secured Indebtedness of such Person permitted to exist pursuant to this Agreement. 
 (c) The
Credit Agreement is hereby further amended by restating Section 9.3. in its entirety to read as follows: 
 Section 9.3.
Restrictions on Intercompany Transfers. 
 The Parent and the Borrower shall not, and shall not permit any other Loan
Party or any other Subsidiary (other than an Excluded Subsidiary) to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary (other than an Excluded
Subsidiary) to: (a) pay dividends or make any other distribution on any of such Subsidiary’s capital stock or other equity interests owned by the Parent, the Borrower or any other Subsidiary; (b) pay any Indebtedness owed to the
Parent, the Borrower or any other Subsidiary; (c) make loans or advances to the Parent, the Borrower or any other Subsidiary; or (d) transfer any of its property or assets to the Parent, the Borrower or any other Subsidiary (other than the
direct or indirect transfer of Equity Interests in any Excluded Subsidiary); other than (i) with respect to clauses (a) through (d), those encumbrances or restrictions contained in (A) any Loan Document, (B) the Existing Credit
Agreement, (C) the Existing Term Loan Agreement, (D) any other agreement (in addition to the Existing Credit Agreement and the Existing Term Loan Agreement) that evidences unsecured Indebtedness containing encumbrances or restrictions on
the actions described above that are substantially similar to those contained in the Loan Documents, (E) the organizational documents of any Excluded Subsidiary, Unconsolidated Affiliate or any Subsidiary that is not a Wholly Owned Subsidiary
(but only to the extent applicable to the Equity Interest in such Subsidiary or Unconsolidated Affiliate (or any direct or indirect owner of such Equity Interest on account of such ownership) or the property or assets of such Subsidiary or
Unconsolidated Affiliate), or (ii) with respect to clause (d), (A) restrictions contained in any agreement relating to the sale of a Subsidiary (other than the Borrower) or the assets of a Subsidiary pending sale, or relating to
Indebtedness secured by a Lien on assets that the Borrower or a Subsidiary may create, incur, assume, or permit or suffer to exist under Section 9.2.(a), provided that in any such case, the restrictions apply only to the Subsidiary or the
assets that are the subject of such sale or Lien, as the case may be or (B) customary provisions restricting assignment of any agreement entered into by the Parent, the Borrower, any other Loan Party or any Subsidiary in the ordinary course of
business. 
 Section 2. Conditions Precedent. The effectiveness of this Amendment is subject to the truth and accuracy of the
representations set forth herein (and incorporated by reference) and receipt by the Administrative Agent of each of the following, each in form and substance satisfactory to the Administrative Agent: 

  
 2 







 (a) A counterpart of this Amendment duly executed by the Borrower, the Parent and the Requisite
Lenders; 
 (b) A Guarantor Acknowledgement substantially in the form of Exhibit A attached hereto, executed by each Guarantor; 

(c) Evidence that the Existing Credit Agreement has been amended to conform to certain sections of the Credit Agreement as amended by this
Amendment and such other changes as agreed to by the parties thereto; 
 (d) Evidence that the Existing Term Loan Agreement has been amended
to conform to certain sections of the Credit Agreement as amended by this Amendment and such other changes as agreed to by the parties thereto; and 

(e) Such other documents, instruments and agreements as the Administrative Agent may reasonably request. 

Section 3. Representations. Each of the Parent and the Borrower represents and warrants to the Administrative Agent and the
Lenders that: 
 (a) Authorization. Each of the Parent and the Borrower has the right and power, and has taken all necessary action to
authorize such Loan Party, to execute and deliver this Amendment and to perform its obligations hereunder and under the Credit Agreement as amended by this Amendment in accordance with their respective terms. This Amendment has been duly executed
and delivered by a duly authorized officer of each of the Parent and the Borrower and each of this Amendment and the Credit Agreement as amended by this Amendment is a legal, valid and binding obligation of each of the Parent and the Borrower
enforceable against such Person in accordance with its respective terms except as the same may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for
the enforcement of certain obligations (other than the payment of principal) contained herein or therein and as may be limited by equitable principles generally. 

(b) Compliance with Laws, etc. The execution and delivery by each of the Parent and the Borrower of this Amendment and the performance
by each such Person of this Amendment and the Credit Agreement as amended by this Amendment in accordance with their respective terms, do not and will not, by the passage of time, the giving of notice or otherwise: (i) require any Governmental
Approval or violate any Applicable Law (including all Environmental Laws) relating to the Parent, the Borrower or any other Loan Party; (ii) conflict with, result in a breach of or constitute a default under the organizational documents of the
Parent, the Borrower or any Loan Party, or any indenture, agreement or other instrument to which the Parent, the Borrower or any other Loan Party is a party or by which it or any of its respective properties may be bound, including without
limitation, the Wells Fargo Term Loan Agreement and the Existing Credit Agreement; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by any Loan Party other
than in favor of the Administrative Agent for its benefit and the benefit of the Lenders. 
 (c) No Default. No Default or Event of
Default has occurred and is continuing as of the date hereof nor will exist immediately after giving effect to this Amendment. 

  
 3 







 Section 4. Reaffirmation of Representations by Parent and Borrower. The Borrower and
the Parent hereby certify to the Administrative Agent and the Lenders that as of the date hereof and after giving effect to this Amendment, the representations and warranties made or deemed made by each of the Parent and the Borrower in the Credit
Agreement as amended by this Amendment and the other Loan Documents to which the Parent or the Borrower is a party are and shall be true and correct in all material respects (except in the case of a representation or warranty qualified by
materiality, in which case such representation or warranty is and shall be true and correct in all respects) on and as of the date hereof with the same force and effect as if such representations and warranties were set forth in this Amendment in
full, except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties were true and correct on and as of such earlier date) and except for changes in factual
circumstances specifically and expressly permitted under the Credit Agreement as amended by this Amendment. 
 Section 5. Certain
References. Each reference to the Credit Agreement in any of the Loan Documents shall be deemed to be a reference to the Credit Agreement as amended by this Amendment. This Amendment is a Loan Document. 

Section 6. Expenses. The Borrower shall reimburse the Administrative Agent upon demand for all reasonable out-of-pocket costs and
expenses (including attorneys’ fees) incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and the other agreements and documents executed and delivered in connection herewith. 

Section 7. Benefits. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns. 
 Section 8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE. 
 Section 9.
Effect. Except as expressly herein amended, the terms and conditions of the Credit Agreement and the other Loan Documents remain in full force and effect. The amendments contained in Section 1 hereof shall be deemed to have prospective
application only. The Credit Agreement is hereby ratified and confirmed in all respects. Nothing in this Amendment shall limit, impair or constitute a waiver of the rights, powers or remedies available to the Administrative Agent or the Lenders
under the Credit Agreement or any other Loan Document. 
 Section 10. Counterparts. This Amendment may be executed in any number
of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns. 

Section 11. Definitions. All capitalized terms not otherwise defined herein are used herein with the respective definitions given
them in the Credit Agreement. 
 [Signatures on Next Page] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Term Loan Agreement to
be executed as of the date first above written. 
  

					
	BORROWER:
	
	PARKWAY PROPERTIES LP
		
	By:	 	Parkway Properties General Partners, Inc., its sole general partner
			
		 	By:	 	/s/ David R. O’Reilly
		 		 	Name: David R. O’Reilly
		 		 	 Title:   EVP, Chief Financial Officer & Chief

            Investment Officer

			
		 	By:	 	/s/ Jeremy R. Dorsett
		 		 	Name: Jeremy R. Dorsett
		 		 	 Title:   Executive Vice President & General

            Counsel



  

					
	PARENT:
	
	PARKWAY PROPERTIES, INC.
			
		 	By:	 	/s/ David R. O’Reilly
		 		 	Name: David R. O’Reilly
		 		 	 Title:   EVP, Chief Financial Officer & Chief

            Investment Officer

			
		 	By:	 	/s/ Jeremy R. Dorsett
		 		 	Name: Jeremy R. Dorsett
		 		 	 Title:   Executive Vice President & General

            Counsel



 [Signatures Continued on Next Page] 






 [Signature Page to First Amendment to Term Loan Agreement with Parkway Properties LP] 

 

			
	 WELLS FARGO BANK, NATIONAL ASSOCIATION, as

    Administrative Agent and as the sole Lender

		
	By:	 	/s/ Andrew W. Hussion
		 	Name: Andrew W. Hussion
		 	Title: Vice President








 EXHIBIT A 

FORM OF GUARANTOR ACKNOWLEDGEMENT 

THIS GUARANTOR ACKNOWLEDGEMENT dated as of September 30, 2013 (this “Acknowledgement”) executed by each of the
undersigned (the “Guarantors”) in favor of Wells Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”) and each “Lender” a party to the Credit Agreement referred to below
(the “Lenders”). 
 WHEREAS, Parkway Properties LP (the “Borrower”), Parkway Properties, Inc. (the
“Parent”), the Lenders, the Administrative Agent and certain other parties have entered into that certain Term Loan Agreement dated as of June 12, 2013 (as amended, restated, supplemented or otherwise modified from time to
time, the “Credit Agreement”); 
 WHEREAS, each of the Guarantors is a party to that certain Guaranty dated as of
June 12, 2013 (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”) pursuant to which they guarantied, among other things, the Borrower’s obligations under the Credit Agreement on the
terms and conditions contained in the Guaranty; 
 WHEREAS, the Borrower, the Parent, the Administrative Agent and the Lenders are to enter
into a First Amendment to Term Loan Agreement dated as of the date hereof (the “Amendment”), to amend the terms of the Credit Agreement on the terms and conditions contained therein; and 

WHEREAS, it is a condition precedent to the effectiveness of the Amendment that the Guarantors execute and deliver this Acknowledgement. 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the
parties hereto agree as follows: 
 Section 1. Reaffirmation. Each Guarantor hereby reaffirms its continuing obligations to the
Administrative Agent and the Lenders under the Guaranty and agrees that the transactions contemplated by the Amendment shall not in any way affect the validity and enforceability of the Guaranty, or reduce, impair or discharge the obligations of
such Guarantor thereunder. 
 Section 2. Governing Law. THIS ACKNOWLEDGEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE. 
 Section 3.
Counterparts. This Acknowledgement may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns. 

[Signatures on Next Page] 






 IN WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guarantor Acknowledgement
as of the date and year first written above. 
  

					
	THE GUARANTORS:
	
	PARKWAY PROPERTIES, INC.
		
	 By:
	 	 
		 	Name:	 	 
		 	Title:	 	 
		
	 By:
	 	 
		 	Name:	 	 
		 	Title:	 	 


  

					
	PARKWAY PROPERTIES GENERAL PARTNERS, INC.
		
	 By:
	 	 
		 	Name:	 	 
		 	Title:	 	 
		
	 By:
	 	 
		 	Name:	 	 
		 	Title:	 	 


  

							
	PARKWAY JHLIC LP
		
	By:	 	Parkway Properties General Partners, Inc., its sole general partner
			
		 	 By:
	 	 
		 		 	 Name:
	 	 
		 		 	 Title:
	 	 
			
		 	 By:
	 	 
		 		 	 Name:
	 	 
		 		 	 Title:
	 	 


 [Signatures continued on next page] 






 [Signature Page to Guarantor Acknowledgement] 

 

							
	PARKWAY REALTY SERVICES, LLC
		
	By:	 	Parkway Properties LP, its sole member
		
	By:	 	Parkway Properties General Partners, Inc., its sole general partner
			
		 	 By:
	 	 
		 		 	 Name:
	 	 
		 		 	 Title:
	 	 
			
		 	 By:
	 	 
		 		 	 Name:
	 	 
		 		 	 Title:
	 	 


  

							
	PARKWAY LAMAR LLC
		
	By:	 	Parkway Properties LP, its sole member
		
	By:	 	Parkway Properties General Partners, Inc., its sole general partner
			
		 	 By:
	 	 
		 		 	 Name:
	 	 
		 		 	 Title:
	 	 
			
		 	 By:
	 	 
		 		 	 Name:
	 	 
		 		 	 Title:
	 	 


 [Signatures continued on next page] 






 [Signature Page to Guarantor Acknowledgement] 

 

							
	PARKWAY 214 N. TRYON, LLC
		
	By:	 	Parkway Properties LP, its sole member
		
	By:	 	Parkway Properties General Partners, Inc., its sole general partner
			
		 	 By:
	 	 
		 		 	 Name:
	 	 
		 		 	 Title:
	 	 
			
		 	 By:
	 	 
		 		 	 Name:
	 	 
		 		 	 Title:
	 	 


  

							
	PARKWAY 525 N. TRYON, LLC
		
	By:	 	Parkway Properties LP, its sole member
		
	By:	 	Parkway Properties General Partners, Inc., its sole general partner
			
		 	 By:
	 	 
		 		 	 Name:
	 	 
		 		 	 Title:
	 	 
			
		 	 By:
	 	 
		 		 	 Name:
	 	 
		 		 	 Title:
	 	 


 [Signatures continued on next page] 






 [Signature Page to Guarantor Acknowledgement] 

 

							
	PARKWAY TOWER PLACE 200, LLC
		
	By:	 	Parkway Properties LP, its sole member
		
	By:	 	Parkway Properties General Partners, Inc., its sole general partner
			
		 	 By:
	 	 
		 		 	 Name:
	 	 
		 		 	 Title:
	 	 
			
		 	 By:
	 	 
		 		 	 Name:
	 	 
		 		 	 Title:
	 	 


  

							
	PKY 222 S. MILL, LLC
		
	By:	 	Parkway Properties LP, its sole member
		
	By:	 	Parkway Properties General Partners, Inc., its sole general partner
			
		 	 By:
	 	 
		 		 	 Name:
	 	 
		 		 	 Title:
	 	 
			
		 	 By:
	 	 
		 		 	 Name:
	 	 
		 		 	 Title:
	 	 


 [Signatures continued on next page] 






 [Signature Page to Guarantor Acknowledgement] 

 

							
	PKY 400 NORTH BELT, LLC
		
	By:	 	Parkway Properties LP, its sole member
		
	By:	 	Parkway Properties General Partners, Inc., its sole general partner
			
		 	 By:
	 	 
		 		 	 Name:
	 	 
		 		 	 Title:
	 	 
			
		 	 By:
	 	 
		 		 	 Name:
	 	 
		 		 	 Title:
	 	 


  

							
	PKY 1300 RIVERPLACE, LLC
		
	By:	 	Parkway Properties LP, its sole member
		
	By:	 	Parkway Properties General Partners, Inc., its sole general partner
			
		 	 By:
	 	 
		 		 	 Name:
	 	 
		 		 	 Title:
	 	 
			
		 	 By:
	 	 
		 		 	 Name:
	 	 
		 		 	 Title:
	 	 


 [Signatures continued on next page] 






 [Signature Page to Guarantor Acknowledgement] 

 

							
	PKY 1250 SAM HOUSTON, LLC
		
	By:	 	Parkway Properties LP, its sole member
		
	By:	 	Parkway Properties General Partners, Inc., its sole general partner
			
		 	 By:
	 	 
		 		 	 Name:
	 	 
		 		 	 Title:
	 	 
			
		 	 By:
	 	 
		 		 	 Name:
	 	 
		 		 	 Title:
	 	 


  

							
	PKY 1325 DAIRY ASHFORD, LLC
		
	By:	 	Parkway Properties LP, its sole member
		
	By:	 	Parkway Properties General Partners, Inc., its sole general partner
			
		 	 By:
	 	 
		 		 	 Name:
	 	 
		 		 	 Title:
	 	 
			
		 	 By:
	 	 
		 		 	 Name:
	 	 
		 		 	 Title:
	 	 


 [Signatures continued on next page] 






 [Signature Page to Guarantor Acknowledgement] 

 

							
	PKY SQUAW PEAK, LLC
		
	By:	 	Parkway Properties LP, its sole member
		
	By:	 	Parkway Properties General Partners, Inc., its sole general partner
			
		 	 By:
	 	 
		 		 	 Name:
	 	 
		 		 	 Title:
	 	 
			
		 	 By:
	 	 
		 		 	 Name:
	 	 
		 		 	 Title:
	 	 


  

							
	PKY WOODBRANCH, LLC
		
	By:	 	Parkway Properties LP, its sole member
		
	By:	 	Parkway Properties General Partners, Inc., its sole general partner
			
		 	 By:
	 	 
		 		 	 Name:
	 	 
		 		 	 Title:
	 	 
			
		 	 By:
	 	 
		 		 	 Name:
	 	 
		 		 	 Title:
	 	 


 [Signatures continued on next page] 






 [Signature Page to Guarantor Acknowledgement] 

 

							
	PARKWAY 550 SOUTH CALDWELL, LLC
		
	By:	 	Parkway Properties LP, its sole member
		
	By:	 	Parkway Properties General Partners, Inc., its sole general partner
			
		 	 By:
	 	 
		 		 	 Name:
	 	 
		 		 	 Title:
	 	 
			
		 	 By:
	 	 
		 		 	 Name:
	 	 
		 		 	 Title:
	 	 


  

							
	PKY FUND II TAMPA I, LLC
		
	By:	 	Parkway Properties LP, its sole member
		
	By:	 	Parkway Properties General Partners, Inc., its sole general partner
			
		 	 By:
	 	 
		 		 	 Name:
	 	 
		 		 	 Title:
	 	 
			
		 	 By:
	 	 
		 		 	 Name:
	 	 
		 		 	 Title:
	 	 


 [Signatures continued on next page] 






 [Signature Page to Guarantor Acknowledgement] 

 

							
	EOLA CAPITAL LLC
		
	By:	 	Eola Office Partners LLC, its sole member
		
	By:	 	Parkway Properties LP, its sole member
		
	By:	 	Parkway Properties General Partners, Inc., its sole general partner
			
		 	 By:
	 	 
		 		 	 Name:
	 	 
		 		 	 Title:
	 	 
			
		 	 By:
	 	 
		 		 	 Name:
	 	 
		 		 	 Title: