Relationship.
140
Section 13.23
Electronic Execution of Assignments and Certain Other Documents.
141
SCHEDULE I
Commitments SCHEDULE 1.1.
List of Loan Parties SCHEDULE 4.1.
Initial Borrowing Base Properties SCHEDULE 6.1.
Borrowing Base Property
Diligence; Additional Borrowing Base Property
Closing Deliverables SCHEDULE
7.1.(b)
Ownership Structure SCHEDULE 7.1.(f)
Properties SCHEDULE 7.1.(g)
Existing Indebtedness and Existing Liens SCHEDULE 7.1.(h)
Material
Contracts SCHEDULE 7.1.(i)
Litigation SCHEDULE 7.1.(k)
Undisclosed
Material Liabilities SCHEDULE 7.1.(r)
Affiliate Transactions SCHEDULE
7.1.(bb)(vi)
Flood Zone Properties SCHEDULE 7.1.(bb)(viii)
Tenant Leases
SCHEDULE 7.1.(bb)(x)
Leasing Agreements SCHEDULE 7.1(.bb)(xi)
Off-Site
Parking Agreements SCHEDULE 7.1.(bb)(xii)
Management Agreements SCHEDULE
8.16.
Post-Closing Covenants
EXHIBIT A
Form of Assignment and Assumption EXHIBIT B
Form of Disbursement
Instruction Agreement EXHIBIT C
Form of Guaranty EXHIBIT D
Form of Notice
of Continuation EXHIBIT E
Form of Notice of Conversion EXHIBIT F
Form of
Notice of Revolving Borrowing EXHIBIT G
[Reserved] EXHIBIT H
Form of
Notice of Term Loan Borrowing EXHIBIT I
Form of Term Note EXHIBIT J
Form
of Revolving Note EXHIBIT K
[Reserved] EXHIBITS L
Forms of U.S. Tax
Compliance Certificates EXHIBIT M
Form of Compliance Certificate EXHIBIT N
Form of Maximum Loan Availability Certificate EXHIBIT O
Form of Equity Pledge
Agreement EXHIBIT P
Form of Perfection Certificate
- vi -
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").
WHEREAS, the Administrative Agent, the Issuing Banks and the Lenders desire to
make available to the Borrower a credit facility in the initial amount of
$450,000,000, which will include a $350,000,000 term loan facility and a
$100,000,000 revolving credit facility with a $15,000,000 letter of credit
subfacility, on the terms and conditions contained herein.
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:
ARTICLE I. Definitions
Section 1.1 Definitions.
In addition to terms defined elsewhere herein, the following terms shall have
the following meanings for the purposes of this Agreement:
"Accession Agreement" means an Accession Agreement substantially in the form of
Annex I to the Guaranty.
"Additional Costs" has the meaning given that term in Section 5.1.(b).
"Adjusted Borrowing Base NOI" means an amount equal to (a) the aggregate NOI
from Approved Leases of Borrowing Base Properties for the most recently
completed two full fiscal quarters multiplied by 2, minus (b) the Reserves for
Replacements for all such Borrowing Base Properties as of the end of such
period, minus