PKY-2013.12.31-10K-Exhibit 10.4






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 Hayden Ferry 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/  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 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/  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 and General Counsel



	TRST:
	TEACHER RETIREMENT SYSTEM OF TEXAS, a public pension fund and public entity of the State of Texas


By: Eric L. Lang
Name:  Eric L. 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 HAYDEN FERRY 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 HAYDEN FERRY 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 HAYDEN FERRY 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 HAYDEN FERRY 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 HAYDEN FERRY 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 HAYDEN FERRY 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 HAYDEN FERRY 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 HAYDEN FERRY 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 HAYDEN FERRY LAKESIDE WEST, a distance of 7.56 feet;
Thence North 07 degrees 04 minutes 07 seconds West, along the boundary of said HAYDEN FERRY LAKESIDE WEST, a distance of 48.00 feet to the common corner of said HAYDEN FERRY LAKESIDE WEST and said EDGE WATER AT HAYDEN FERRY LAKESIDE;









Thence South 87 degrees 46 minutes 11 seconds East, along the South line of said EDGE WATER AT HAYDEN FERRY 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 HAYDEN FERRY LAKESIDE, a distance of 132.39 feet to the Point of Beginning;
ALSO KNOWN AS:
Parcel H-1, of FINAL PLAT OF HAYDEN FERRY 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. David Kelly, Chairman (2017)
	Robert P. Gauntt (2011)*
	Philip Mullins (2011)*

	Linus D. Wright (2011)*
	Charlotte Renee Masters Clifton (2013)
	Joe Colonnetta (2013)

	Eric C. McDonald (2013)
	Todd Barth (2015)
	Christopher Moss (2015)

	Nanette Sissney (2015)
	T. Karen Charleston (2017)
	Anita Palmer Smith (2017)




*Recently exited trustees.


	
					
	Executive, Legal, Investment and Selected Staff

	Albert, Mark
	Collins, Cynthia
	Hoffman, Katy
	Merrill, Rebecca
	Speer, Wayne

	Albright, Jerry
	Connelly, Shannon
	Hogan, Marissa
	Michels, Jamie
	Stanley, Don

	Albright, Thomas
	Cosgrove, Patrick
	Hook, Jon
	Miller, T.A.
	Stewart, Cherie

	Alexandra, Cristina
	Cox, David
	Howard, Wm. Clarke
	Moore, Scott
	Talbert, Matthew

	Aston, Jeremy
	Courtney, Kendall
	Hydak, Janis
	Morgan, Amy
	Tannehill, Joe

	Auby, Jase
	Cronin, Andrew
	Jones, Betsey
	Morgan, Kirsten
	Telschow, Mark

	Auth, Phillip
	Cuclis, Kay
	Jones, Tim 
	Morris, Jared
	Thawley, Brad

	Balachandran, Mohan
	Daumerie, Jean-Benoit
	Jordan, Bob
	Nesuda, Maribel
	Ting, Daniel

	Ballard, Don
	de Onís, Carolina
	Junell, Dan
	Newhall, Kelly
	Toalson, Sharon

	Barker, Pat
	Deike, Sharon
	Kleihege, Melissa
	Nield, James
	Van Ackeren, K J

	Barrett, Amy
	DeMichele, John
	Klekman, Jonathan
	Paolini, Anthony
	Veal, David

	Baum, Ashley
	DeStefano, David
	Krumnow, Terri
	Pan, Christopher
	Villalta, Courtney

	Baumhover, Brian
	Duran, Juan
	Kurian, Roy
	Peot, Stacey
	Vogeli, Angela

	Bell, Sylvia
	Ellis, Carol
	Lambert, Steven 
	Peterson, Steven
	Vorce, Kristi

	Bernstein, Stuart
	Espinosa, Anna
	Lang, Eric
	Pia, Michael
	Wade, Susan

	Birdwell, Grant
	Forssell, Barbara
	Larson, Monica
	Pope, Demetrius
	Walker, Grant

	Bounds, Ronnie
	Freeman, Karoline
	Lau, Lynn
	Ramsower, Scott
	Watkins, John

	Bozzelli, Bernie
	Fu, Jingshan
	Lazorik, Michael
	Randall, Neil
	Wei, Timothy

	Bray, Janet
	Gealy, Susanne
	Lee, Carol
	Rangel, Hugo
	Welch, Ken

	Brock, Vaughn
	Gilbert, Brad
	Leith, Scot
	Reid, Marshall
	Wenzel, Jennifer 

	Cammack, Tom
	Green, Don
	Letcher, Sean
	Ritter, John
	West, Dale

	Campbell, Richard
	Gola, LeAnn
	Lincoln, Kevin
	Rochette, Craig
	White, Susan K.

	Cantu, Patricia
	Gold, Dennis
	Linn, Ralph
	Rogers, Curt
	Willmann, Ross

	Carnes, Tina Marie
	Gold, Solomon
	Llano, Jaime
	Ruiz, Babette
	Wilson, Steven

	Carter, Donald Lee
	Gunnia, Dharam
	Llano, Lourdes
	Sakoulas, Stacy
	Woodard, Barbara

	Cassens, Mark
	Guthrie, Brian
	Lopez, Denise
	Salazar, Marina
	Woods Wiley, Marianne

	Chai, Chi
	Halstead, Matt
	MacDonell, Allen
	Scoggins, Corina
	Wu, Jackson

	Chang, Mary
	Hall, Rich
	Marsh, Gracie
	Silapachai, Komson
	Young, Vicki

	Clark, Rachel
	Harris, Britt
	McCullough, Craig
	Simpson, Jared
	Zavaleta-Castillo, Irma

	 
	Hinkhouse, Joel
	McGuire, Shayne
	Smith, Rebecca
	Zinn, Nathan



















TRS Persons Continued
8/6/2013
	
					
	Investment Contractors

	Anderson, Lisa
	Fields, Alana
	Holman, Blake
	Mathews, Ebi
	Steinwedell, Patty

	Becker, Roxy
	Granger, Ryan
	Kerr, Mary K
	Rosi, Robin
	Stewart, Mike

	Croix, Nicholas
	Gonsoulin, Scott
	Leake, Jonathan
	Rawls, Mike
	Waclawsky, Paul

	Curby-Lucier, Patrick
	Gonzales, Nonique
	Leitter, Mark
	Schmidt, Kyle
	Ware, Carter

	Dunn, Courtney
	Hansard, Carolyn
	Macias, Melissa
	Sewell, Scott
	Wen, Sibei

	Edwards, Jeff
	Harding, Malorie
	Mardin, Hasim
	Simmons, Mike
	Zerda, Patrick

	Ferguson, Debbie
	 
	 
	 
	 






	
		
	Investment Consultants and Advisors

	Firm or Individual’s Name
	Function

	Hewitt EnnisKnupp  (Steve Cummings, Steve Voss, Brady O’Connell, Nancy Williams)
	Pension Plan (investment consultant to board)

	Hamilton Lane Associates LLC (Paul Yett, Erik Hirsch)
	Pension Plan (investment consultant for private equity)

	Albourne America LLC (David Harmston, John Claisse)
	Pension Plan (investment consultant for hedge funds)

	Leading Edge Investment Advisors LLC (Clayton Jue)
	Pension Plan (investment consultant for emerging managers)

	BlackRock Investment Management LLC (Arslan Mian, Steve Kelly)
	Pension Plan (investment consultant for private equity co-investments)

	The Townsend Group, Inc. (Kevin Lynch, Rob Kochis)
	Pension Plan (investment consultant - real estate)

	Keith Brown, Ph.D.
	Investment consultant to board






	
		
	Investment Counsel

	Firm Name
	Lawyers

	Fulbright & Jaworski LLP
	D. Forrest Brumbaugh, Ed Rhyne 

	Jackson Walker, L.L.P.
	Chuck Campbell, Rich Cardillo, Scott Cheskiewicz, Brandon Janes, David Parrish, Sara Stinnett, Phil Svahn, Elise Green, Nicole Brennig, Andrew Solomon, Daniel Clemons

	KattenMuchinRosenman LLP
	Cathleen A. Booth, Bruce E. Kosub, Lance A. Zinman, Krassimira Zourkova,

	Purrington Moody Weil LLP
	Seth L. Bloom, David Z. Moss, Michael Rodriguez, Tess K. Weil

	Seyfarth Shaw LLP
	Bob Bodansky, Shirley Curffman, Greg Sale, Elaine Tippitt, Hannah Widlus























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






	
		
	 
James R. Heistand
	 
President and Chief Executive Officer
 

	 
David R. O’Reilly
	 
Executive Vice President

	M. Jayson Lipsey
	Executive Vice President 

	Jeremy Dorsett 
	Executive Vice President 

	 
Henry F. Pratt III
	 
Executive Vice President