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EXHIBIT 99(E)
FIRST AMENDMENT
TO THE
RIGHTS AGREEMENT
FIRST AMENDMENT TO THE RIGHTS AGREEMENT (the "Amendment"), dated as of
October 5, 2000, between PARKWAY PROPERTIES, INC., a Maryland corporation (the
"Company"), and COMPUTERSHARE INVESTOR SERVICES, LLC, (the "Rights Agent"). All
terms not otherwise defined herein shall have the meanings given such terms in
the Rights Agreement.
RECITALS
WHEREAS on September 7, 1995, The Parkway Company, the Company's
predecessor, declared a dividend distribution of one Right for each of its then
outstanding shares of Common Stock, each Right representing the right to
purchase one share of Common Stock of the Company on the terms and conditions
set forth in the Rights Agreement between The Parkway Company, a Texas
Corporation, and Society National Bank, predecessor to the Rights Agent (the
"Rights Agreement");
WHEREAS, the Board of Directors of the Company has authorized the
issuance of Series B Convertible Cumulative Preferred Stock and has approved and
adopted (1) the Investment Agreement, (2) the Operating Agreement, and (3) the
Agreement and Waiver (collectively, "Agreements"), each dated as of October 6,
2000 by and among the Company and Five Arrows Realty Securities III L.L.C.
("Five Arrows");
WHEREAS, the Agreements contemplate certain amendments to the Rights
Agreement;
WHEREAS, pursuant to Section 28 of the Rights Agreement, the Company
may, subject to certain limitations, amend the Rights Agreement without the
approval of any holders of Rights Certificates;
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, the Company and the Rights Agent hereby agree as
follows:
1. Amendment.
a. Section 1(a) of the Rights Agreement is hereby amended by adding
the following language at the end of the first sentence thereof:
"or (vi) Five Arrows Realty Securities III, L.L.C., a Delaware
limited liability company ("Five Arrows"), or any of its Affiliates
or Associates, provided, however, that for purposes of this
Agreement, Associates of Five Arrows or its Affiliates shall not be
deemed to beneficially own any shares of Common Stock that are
beneficially owned by Five Arrows or its Affiliates;"
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b. Section 1(c) of the Rights Agreement is hereby amended by adding
the following language at the end of the first sentence thereof:
"provided, however, that neither Five Arrows nor any Associate or
Affiliate of Five Arrows is an Adverse Person for purposes of this
Agreement."
2. Choice of Law. This Amendment will be governed by and construed in
accordance with the laws of the State of Maryland.
3. Counterparts. This Amendment may be executed in any number of
counterparts and each of such counterparts will for all purposes be deemed to be
an original, and all such counterparts will together constitute but one and the
same instrument.
4. Severability. If any term or provision of this Amendment is held by
a court of competent jurisdiction or other authority to be invalid, void or
unenforceable, the remainder of the terms and provisions of this Amendment will
in no way be affected, impaired or invalidated.
5. Existing Terms. The existing terms and conditions of the Rights
Agreement will remain in full force and effect except as such terms and
conditions are specifically amended or conflict with the terms of this
Amendment.
6. Effective Date. This Amendment will be effective on the date hereof,
provided, however, that if the Investment Agreement is terminated in accordance
with its terms, this Amendment will immediately and without any further action
by the Company, the Rights Agent or any other Person, be rescinded in full and
the Rights Agreement will immediately, and without any further action by the
Company, the Rights Agent or any other Person, be reinstated to its terms and
conditions as in effect prior to the execution hereof by the Company and the
Rights Agent.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed and delivered by its duly authorized officer on the day
and year first above written.
Attest: PARKWAY PROPERTIES, INC.
By: /s/ Sarah P. Clark By: /s/ Steven G. Rogers
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Sarah P. Clark, Secretary Steven G. Rogers, President
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Attest: COMPUTERSHARE INVESTOR SERVICES,
LLC, AS RIGHTS AGENT
By: By: /s/ Michael J. Lang
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Michael J. Lang, Vice President
