AGREEMENT REGARDING REVOLVING COMMITMENT INCREASES
EXHIBIT 10.1
AGREEMENT REGARDING REVOLVING COMMITMENT INCREASES
THIS AGREEMENT REGARDING revolving commitment increases (this “Agreement”) dated as of January 27, 2015 (the “Agreement”), is executed by each of the existing Revolving Lenders under (and as defined in) the Credit Agreement (as defined below) a signatory hereto (the “Increasing Lenders”), ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), PARKWAY PROPERTIES LP, a limited partnership formed under the laws of the State of Delaware (the “Borrower”), and PARKWAY PROPERTIES, INC., a corporation incorporated under the laws of the State of Maryland (the “Parent”).
WHEREAS, the Borrower, the Parent, the financial institutions from time to time party thereto as “Lenders”, the Administrative Agent, and the other parties thereto, have entered into that certain Amended, Restated and Consolidated Credit Agreement dated as of April 1, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);
WHEREAS, pursuant to Section 2.16 of the Credit Agreement, the Borrower has requested that the aggregate amount of the Revolving Commitments (as defined in the Credit Agreement) be increased; and
WHEREAS, each Increasing Lender is willing to increase the amount of such Increasing Lender’s Revolving Commitment on the terms set forth herein; and
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged by the parties hereto, the parties hereto hereby agree as follows:
Section 1. Revolving Commitment Increases. Upon the effectiveness of this Agreement (a) the Borrower, the Parent and each Increasing Lender acknowledge and agree that the amount of such Increasing Lender’s Revolving Commitment shall be increased to the amount set forth for such Increasing Lender on Schedule I as such Lender’s “Revolving Commitment Amount”.
Section 2. Conditions Precedent. The effectiveness of this Agreement, including without limitation, the increases of the Revolving Commitments under the immediately preceding Section 1, is subject to receipt by the Administrative Agent of each of the following, each in form and substance satisfactory to the Administrative Agent:
(a) a counterpart of this Agreement duly executed by the Borrower, the Parent, the Administrative Agent, and each of the Increasing Lenders;
(b) Revolving Notes executed by the Borrower, payable to each Increasing Lender requesting a Revolving Note in the amount of such Increasing Lender’s Revolving Commitment, as applicable, set forth on Schedule I hereto;
(c) an Acknowledgement substantially in the form of Exhibit A attached hereto, executed by each Guarantor;
(d) evidence that all fees, expenses and reimbursement amounts due and payable to the Administrative Agent and the Increasing Lenders have been paid; and
(e) such other documents, instruments and agreements as the Administrative Agent may reasonably request.
Section 3. Representations of Parent and Borrower . Each of the Parent and the Borrower represents and warrants that (x) no Default or Event of Default shall be in existence immediately after giving effect to the increases in the Revolving Commitments effected hereby and (y) the representations and warranties made or deemed made by the Parent, the Borrower or any other Loan Party in any Loan Document to which such Loan Party is a party 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 shall be true and correct in all respects) immediately after giving effect to the increases in the Revolving Commitments effected hereby except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been 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 shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Credit Agreement.
Section 6. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.
Section 7. Counterparts. This Agreement may be executed in any number of counterparts each of which, when taken together, shall constitute one and the same agreement.
Section 8. Headings. Section headings have been inserted herein for convenience only and shall not be construed to be a part hereof.
Section 9. Amendments; Waivers. This Agreement may not be amended, changed, waived or modified except by a writing executed by each of the Increasing Lenders, the Administrative Agent, the Parent and the Borrower.
Section 10. Expenses. The Borrower shall reimburse the Administrative Agent upon demand for all costs and expenses (including attorneys’ fees) incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Agreement and the other agreements and documents executed and delivered in connection herewith.
Section 11. Benefits. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
Section 12. Definitions. Terms not otherwise defined herein are used herein with the respective meanings given them in the Credit Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement Regarding Revolving Commitment Increases to be executed as of the date first above written.
▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and as a Revolving Lender
By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Director
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PNC BANK, NATIONAL ASSOCIATION,
as a Revolving Lender
By: | /s/ ▇▇▇ ▇▇▇▇ |
Name: ▇▇▇ ▇▇▇▇
Title: Senior Vice President
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BANK OF AMERICA, N.A.,
as a Revolving Lender
By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President
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U.S. BANK NATIONAL ASSOCIATION,
as a Revolving Lender
By: | /s/ J. ▇▇▇ ▇▇▇▇ |
Name: J. ▇▇▇ ▇▇▇▇
Title: Senior Vice President
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JPMORGAN CHASE BANK, N.A.,
as a Revolving Lender
By: | /s/ ▇▇▇▇ ▇▇▇ |
Name: ▇▇▇▇ ▇▇▇
Title: Authorized Signer
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KEYBANK NATIONAL ASSOCIATION,
as a Revolving Lender
By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Co-Head/National Executive
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ROYAL BANK OF CANADA,
as a Revolving Lender
By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇ |
Name: ▇▇▇▇▇ ▇▇▇▇▇
Title: Authorized Signatory
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BARCLAYS BANK PLC,
as a Revolving Lender
By: | /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
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▇▇▇▇▇▇ ▇▇▇▇▇▇▇ BANK, N.A.,
as a Revolving Lender
By: | /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ |
Name: ▇▇▇▇▇▇▇ ▇▇▇▇
Title: Authorized Signatory
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TD BANK, N.A.,
as a Revolving Lender
By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ |
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
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▇▇▇▇▇▇▇ ▇▇▇▇▇ BANK, N.A.,
as a Revolving Lender
By: | /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Senior Vice President
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TRUSTMARK NATIONAL BANK,
as a Revolving Lender
By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇ |
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
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Acknowledged and Accepted as of the
date first written above.
PARKWAY PROPERTIES LP
By: Parkway Properties General Partners, Inc., its sole general partner
By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President, General
Counsel and Secretary
By: | /s/ ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇ |
Name: ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇
Title: Executive Vice President and
Chief Financial Officer
PARKWAY PROPERTIES, INC.
By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President, General
Counsel and Secretary
By: | /s/ ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇ |
Name: ▇▇▇▇▇ ▇. ▇’▇▇▇▇▇▇
Title: Executive Vice President and
Chief Financial Officer
SCHEDULE I
Revolving Commitments
Increasing Lenders | Revolving Commitment |
▇▇▇▇▇ Fargo Bank, National Association | $58,500,000 |
PNC Bank, National Association | $58,500,000 |
Bank of America, N.A. | $51,000,000 |
U.S. Bank National Association | $42,500,000 |
JPMorgan Chase Bank, N.A. | $40,000,000 |
KeyBank National Association | $40,000,000 |
Royal Bank of Canada | $40,000,000 |
Barclays Bank PLC | $30,000,000 |
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank, N.A. | $30,000,000 |
TD Bank, N.A. | $27,500,000 |
▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank, N.A. | $15,000,000 |
Trustmark National Bank | $14,500,000 |
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EXHIBIT A
FORM OF GUARANTOR ACKNOWLEDGEMENT
THIS GUARANTOR ACKNOWLEDGEMENT dated as of January __, 2015 (this “Acknowledgement”) executed by each of the undersigned (the “Guarantors”) in favor of ▇▇▇▇▇ 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 Amended Restated and Consolidated Credit Agreement dated as of April 1, 2014 (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 April 1, 2014 (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 certain Revolving Lenders (as defined in the Credit Agreement) are to enter into an Agreement Regarding Revolving Commitment Increases dated as of the date hereof (the “Agreement”), to provide for increases in the amount of such Revolving Lenders’ respective Revolving Commitments (as defined in the Credit Agreement) on the terms and conditions contained therein; and
WHEREAS, it is a condition precedent to the effectiveness of the Agreement 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.
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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: ___________________________
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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 ▇▇▇▇▇ LLC
By: | Parkway Properties LP, its sole member |
By: | Parkway Properties General Partners, Inc., its sole general partner |
By: _______________________________
Name: __________________________
Title: ___________________________
By: _______________________________
Name: __________________________
Title: ___________________________
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▇-▇
▇▇▇▇▇▇▇ ▇▇▇ ▇. ▇▇▇▇▇, 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 ▇. ▇▇▇▇▇, LLC
By: | Parkway Properties LP, its sole member |
By: | Parkway Properties General Partners, Inc., its sole general partner |
By: ___________________________________
Name: __________________________
Title: ___________________________
By: ___________________________________
Name: __________________________
Title: ___________________________
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▇-▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, 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: ___________________________
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▇-▇
▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, 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: ___________________________
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PKY 1250 ▇▇▇ 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: ___________________________
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▇-▇
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, 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 BRICKELL, LLC
By: | Parkway Properties LP, its sole member |
By: | Parkway Properties General Partners, Inc., its sole general partner |
By: ___________________________________
Name: __________________________
Title: ___________________________
By: ___________________________________
Name: __________________________
Title: ___________________________
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PKY CARLTON, 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 CYP4, LLC
By: | Parkway Properties LP, its sole member |
By: | Parkway Properties General Partners, Inc., its sole general partner |
By: ___________________________________
Name: __________________________
Title: ___________________________
By: ___________________________________
Name: __________________________
Title: ___________________________
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PKY FUND II ORLANDO 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: ___________________________
PKY MILLENIA, LLC
By: | Parkway Properties LP, its sole member |
By: | Parkway Properties General Partners, Inc., its sole general partner |
By: ___________________________________
Name: __________________________
Title: ___________________________
By: ___________________________________
Name: __________________________
Title: ___________________________
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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: ___________________________
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▇-▇▇
▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, 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: ___________________________
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▇-▇▇
▇▇▇▇ 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: ____________________
Address for Notices:
c/o Parkway Properties, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Chief Financial Officer
Telecopy Number: (▇▇▇) ▇▇▇-▇▇▇▇
Telephone Number: (▇▇▇) ▇▇▇-▇▇▇▇
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BORROWER:
PARKWAY PROPERTIES LP,
a Delaware limited partnership
By: Parkway Properties General Partners, Inc.,
its sole general partner
By:_______________________________
Name:__________________________
Title:___________________________
By:_______________________________
Name:__________________________
Title:___________________________
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