EXHIBIT 10.1 ================================================================== ============== [PUBLISHED CUSIP NUMBER:______________________________] CREDIT AGREEMENT Dated as of July 14, 2004Credit Agreement • August 9th, 2004 • Cousins Properties Inc • Real estate investment trusts • Georgia
amongAssignment and Assumption Agreement • March 27th, 2002 • Cousins Properties Inc • Real estate investment trusts • Georgia
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 7, 2006 amongCredit Agreement • March 13th, 2006 • Cousins Properties Inc • Real estate investment trusts • Georgia
Exhibit 10(b)(ii) COUSINS PROPERTIES INCORPORATED PROFIT-SHARING TRUST AGREEMENT AS EFFECTIVE AS OF January 1, 1991 TABLE OF CONTENTS ----------------- SECTION 1. DEFINITIONS..................................................... 2 SECTION 2....Trust Agreement • March 25th, 2003 • Cousins Properties Inc • Real estate investment trusts • Georgia
AMENDED AND RESTATED TERM LOAN AGREEMENTTerm Loan Agreement • October 27th, 2022 • Cousins Properties Inc • Real estate investment trusts • Georgia
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF COUSINS PROPERTIES LP October 6, 2016Cousins Properties Inc • October 7th, 2016 • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP (as may be further amended, supplemented or restated from time to time, the “Agreement”) of Cousins Properties LP (the “Partnership”) is dated as of October 6, 2016 and entered into by and among Cousins Properties Incorporated, a Georgia corporation, as the general partner (“Cousins” or the “General Partner”), and the Persons whose names are set forth on the Partner Registry (as hereinafter defined) as Limited Partners, together with any other Persons who become Partners in the Partnership as provided herein.
ContractCredit Agreement • May 2nd, 2022 • Cousins Properties Inc • Real estate investment trusts • New York
Published CUSIP Numbers:Deal: 22279UAE1Revolver: 22279UAF8FIFTH AMENDED AND RESTATED CREDIT AGREEMENTdated as of May 2, 2022,amongCOUSINS PROPERTIES LP,as the Borrower,COUSINS PROPERTIES INCORPORATED,as the Parent and a Guarantor,CERTAIN CONSOLIDATED ENTITIES OF THE PARENT FROM TIME TO TIMEDESIGNATED BY THE PARENT AS CO-BORROWERS HEREUNDER,collectively, with the Borrower, as the Borrower Parties,CERTAIN CONSOLIDATED ENTITIES OF THE PARENT FROM TIME TO TIMEDESIGNATED BY THE PARENT AS GUARANTORS HEREUNDER,as Guarantors,JPMORGAN CHASE BANK, N.A.,as Syndication Agent and an L/C Issuer,BANK OF AMERICA, N.A.,as Administrative Agent and an L/C Issuer,TRUIST BANK,as an L/C Issuer, TRUIST BANK, PNC BANK, NATIONAL ASSOCIATION, MORGAN STANLEY SENIOR FUNDING, INC., U.S. BANK NATIONAL ASSOCIATION, WELLS FARGO BANK, NATIONAL ASSOCIATION, and TD BANK, NATIONAL ASSOCIATION as Documentation Agents, andTHE OTHER LENDERS PARTY HERETOBOFA SECURITIES, INC.andJ.P. MORGAN SECURITIES LLC,as Co-Sustainability
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 7th, 2016 • Cousins Properties Inc • Real estate investment trusts • Georgia
This INDEMNIFICATION AGREEMENT is made and executed effective as of the day of , 20 , by and between COUSINS PROPERTIES INCORPORATED, a Georgia corporation (the “Company”), and , an individual resident of the State of (the “Indemnitee”).
EXHIBIT 1.1 UNDERWRITING AGREEMENT COUSINS PROPERTIES INCORPORATED 4,000,000 shares of 7 1/2 % Series B Cumulative Redeemable Preferred Stock (par value $1.00 per share) December 10, 2004 BANC OF AMERICA SECURITIES LLC WACHOVIA CAPITAL MARKETS, LLC As...Underwriting Agreement • December 16th, 2004 • Cousins Properties Inc • Real estate investment trusts • New York
FOURTH AMENDED AND RESTATED CREDIT AGREEMENTAssignment and Assumption • February 7th, 2018 • Cousins Properties Inc • Real estate investment trusts • Georgia
This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of January 3, 2018, among COUSINS PROPERTIES LP, a Delaware limited partnership (the “Borrower”), COUSINS PROPERTIES INCORPORATED, a Georgia corporation (the “Parent”) and a Guarantor (as defined herein), the parties from time to time identified by the Parent as Co-Borrowers pursuant to Section 6.12 hereof, the parties from time to time identified by the Parent as Guarantors pursuant to Section 6.12 hereof, each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), JPMORGAN CHASE BANK, N.A., as Syndication Agent, a Swing Line Lender and an L/C Issuer, BANK OF AMERICA, N.A., as Administrative Agent, a Swing Line Lender and an L/C Issuer, and SUNTRUST BANK, as Documentation Agent, a Swing Line Lender and an L/C Issuer.
AGREEMENT AND PLAN OF MERGER by and among COUSINS PROPERTIES INCORPORATED, MURPHY SUBSIDIARY HOLDINGS CORPORATION and TIER REIT, INC.Agreement and Plan of Merger • March 25th, 2019 • Cousins Properties Inc • Real estate investment trusts • Georgia
This AGREEMENT AND PLAN OF MERGER, dated as of March 25, 2019 (this “Agreement”), is by and among Cousins Properties Incorporated, a Georgia corporation (“Parent”), Murphy Subsidiary Holdings Corporation, a Maryland corporation and wholly owned subsidiary of Parent (“Merger Sub”), and TIER REIT, Inc., a Maryland corporation (the “Company”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
LOAN AGREEMENT Dated as of August 31, 2007 Between COUSINS PROPERTIES INCORPORATED, a Georgia corporation as Borrower and JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America as Lender FIXED RATE...Loan Agreement • September 7th, 2007 • Cousins Properties Inc • Real estate investment trusts • New York
THIS LOAN AGREEMENT, dated as of August 31, 2007 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between JPMORGAN CHASE BANK, N.A., a banking association chartered under the laws of the United States of America, having its principal place of business at 270 Park Avenue, New York, New York 10017 (“Lender”) and COUSINS PROPERTIES INCORPORATED, a Georgia corporation, having its principal place of business at 191 Peachtree Street, NE, Suite 3600, Atlanta, Georgia 30303 (“Borrower”).
EMPLOYEE MATTERS AGREEMENT By and Between COUSINS PROPERTIES INCORPORATED, COUSINS PROPERTIES LP, CLINIC SUB INC., PARKWAY PROPERTIES, INC., PARKWAY PROPERTIES LP, PARKWAY PROPERTIES GENERAL PARTNERS, INC., PARKWAY, INC., AND PARKWAY OPERATING...Employee Matters Agreement • October 6th, 2016 • Cousins Properties Inc • Real estate investment trusts • Maryland
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of October 5, 2016, is by and among Cousins Properties Incorporated, a Georgia corporation (“Cousins”), Cousins Properties LP, a Delaware limited partnership (“Cousins LP”), Clinic Sub Inc., a Maryland corporation (“Merger Sub”), Parkway Properties, Inc., a Maryland corporation (“Legacy Parkway”), Parkway Properties LP, a Delaware limited partnership (“Legacy Parkway LP”), Parkway Properties General Partners, Inc., a Delaware corporation (“Parkway GP”), Parkway, Inc., a Maryland corporation (“New Parkway”), and Parkway Operating Partnership LP, a Delaware limited partnership (“New Parkway LP” and together with Cousins, Cousins LP, Merger Sub, Legacy Parkway, Legacy Parkway LP, Parkway GP and New Parkway, each a “Party,” and collectively the “Parties”).
COUSINS PROPERTIES INCORPORATED (a Georgia corporation) 18,000,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: July 29, 2014Cousins Properties Incorporated • August 4th, 2014 • Cousins Properties Inc • Real estate investment trusts • New York
TAX MATTERS AGREEMENT by and among COUSINS PROPERTIES INCORPORATED, COUSINS PROPERTIES LP, CLINIC SUB INC., PARKWAY PROPERTIES, INC., PARKWAY PROPERTIES LP, PARKWAY PROPERTIES GENERAL PARTNERS, INC., PARKWAY, INC. and PARKWAY OPERATING PARTNERSHIP LP...Tax Matters Agreement • October 6th, 2016 • Cousins Properties Inc • Real estate investment trusts • Maryland
THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of October 5, 2016 is by and among Cousins Properties Incorporated, a Georgia corporation (“Cousins”), Cousins Properties LP, a Delaware limited partnership (“Cousins LP”), Clinic Sub Inc., a Maryland corporation (“Merger Sub”), Parkway, Inc., a Maryland corporation (“New Parkway”), Parkway Properties General Partners, Inc., a Delaware corporation (“Parkway GP”), Parkway Operating Partnership LP, a Delaware limited partnership (“New Parkway LP”), Parkway Properties LP, a Delaware limited partnership (“Legacy Parkway LP”) and Parkway Properties, Inc., a Maryland corporation (“Legacy Parkway”). Each of Cousins, Cousins LP, Merger Sub, New Parkway, Parkway GP, New Parkway LP, Legacy Parkway LP, and Legacy Parkway is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”
SEPARATION, DISTRIBUTION AND TRANSITION SERVICES AGREEMENT BY AND AMONG COUSINS PROPERTIES INCORPORATED, COUSINS PROPERTIES LP, CLINIC SUB INC., PARKWAY PROPERTIES, INC., PARKWAY PROPERTIES LP, PARKWAY PROPERTIES GENERAL PARTNERS, INC. PARKWAY, INC....Separation, Distribution and Transition Services Agreement • October 6th, 2016 • Cousins Properties Inc • Real estate investment trusts • Maryland
THIS SEPARATION, DISTRIBUTION AND TRANSITION SERVICES AGREEMENT, dated as of October 5, 2016 (this “Agreement”), is by and among Cousins Properties Incorporated, a Georgia corporation (“Cousins”), Cousins Properties LP, a Delaware limited partnership (“Cousins LP”), Clinic Sub Inc., a Maryland corporation (“Merger Sub”), Parkway Properties, Inc., a Maryland corporation (“Legacy Parkway”), Parkway Properties LP, a Delaware limited partnership (“Legacy Parkway LP”), Parkway Properties General Partners, Inc., a Delaware corporation (“Parkway GP”), Parkway, Inc., a Maryland corporation (“New Parkway”) and Parkway Operating Partnership LP, a Delaware limited partnership (“New Parkway LP”).
STOCKHOLDERS AGREEMENTStockholders Agreement • April 29th, 2016 • Cousins Properties Inc • Real estate investment trusts • New York
This STOCKHOLDERS AGREEMENT is entered into as of April 28, 2016, and will be effective as of the Closing (defined below) (the “Effective Date”), by and among TPG VI Pantera Holdings, L.P., a Delaware limited partnership (“TPG”), Cousins Properties Incorporated, a Georgia corporation (the “Company”) and, solely for purposes of Article III and related definitions, TPG VI Management, LLC, a Delaware limited liability company (the “TPG Manager”).
PURCHASE AND SALE AGREEMENT BETWEEN CSC ASSOCIATES, L.P. AND BENTLEYFORBES ACQUISITIONS, LLC BANK OF AMERICA PLAZA ATLANTA, GEORGIA July 14, 2006Purchase and Sale Agreement • October 4th, 2006 • Cousins Properties Inc • Real estate investment trusts • Georgia
THIS PURCHASE AND SALE AGREEMENT (the “Agreement”), made and entered into this 14th day of July, 2006, by and between CSC ASSOCIATES, L.P., a Georgia limited partnership (“Seller”), and BENTLEYFORBES ACQUISITIONS, LLC, a Delaware limited liability company (“Purchaser”).
PURCHASE AND SALE CONTRACT (GREENWAY PLAZA)Purchase and Sale Contract • July 29th, 2013 • Cousins Properties Inc • Real estate investment trusts • New York
CHANGE IN CONTROL SEVERANCE AGREEMENTProtective Covenant Agreement • January 7th, 2011 • Cousins Properties Inc • Real estate investment trusts • Georgia
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”) is made and entered into as of the ___ day of ________________, 20__, by and between COUSINS PROPERTIES INCORPORATED, a Georgia corporation (the “Company”), and [________________________] (“Executive”).
amongConstruction Facility Credit Agreement • March 13th, 2006 • Cousins Properties Inc • Real estate investment trusts • Georgia
COUSINS PROPERTIES INCORPORATED (a Georgia corporation) 63,571,336 Shares of Common Stock UNDERWRITING AGREEMENT Dated: February 21, 2017Underwriting Agreement • February 23rd, 2017 • Cousins Properties Inc • Real estate investment trusts • New York
FIRST AMENDMENTFirst Amendment • February 25th, 2010 • Cousins Properties Inc • Real estate investment trusts • Georgia
FIRST AMENDMENT dated as of February 19, 2010 (this “Amendment”), among COUSINS PROPERTIES INCORPORATED, a Georgia corporation (the “Borrower”), the parties from time to time identified by the Borrower as Co-Borrowers pursuant to Section 6.12 of the Credit Agreement (as defined below), the Guarantors (as defined in the Credit Agreement), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, BANC OF AMERICA SECURITIES LLC, as Sole Lead Arranger and Sole Book Manager, EUROHYPO AG, NEW YORK BRANCH, as Syndication Agent, PNC BANK, NATIONAL ASSOCIATION, WACHOVIA BANK, NATIONAL ASSOCIATION, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Documentation Agents, NORDDEUTSCHE LANDESBANK GIROZENTRALE, as Managing Agent and AAREAL CAPITAL CORPORATION, CHARTER ONE BANK, N.A. and REGIONS BANK, as Co-Agents.
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • February 10th, 2016 • Cousins Properties Inc • Real estate investment trusts
This Amendment to the Change in Control Severance Agreement (“Amendment”) is made and entered into as of the 8th day of February, 2016, by and between COUSINS PROPERTIES INCORPORATED, a Georgia corporation (the “Company”), and M. COLIN CONNOLLY, an individual resident of Georgia (“Executive”).
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • July 27th, 2017 • Cousins Properties Inc • Real estate investment trusts
This Amendment to the Change in Control Severance Agreement (“Amendment”) is made and entered into as of the 25th day of July, 2017, by and between COUSINS PROPERTIES INCORPORATED, a Georgia corporation (the “Company”), and PAMELA F. ROPER, an individual resident of Georgia (“Executive”).
RETIREMENT AGREEMENT AND GENERAL RELEASERetirement Agreement and General Release • April 30th, 2020 • Cousins Properties Inc • Real estate investment trusts • Georgia
This RETIREMENT AGREEMENT AND GENERAL RELEASE (“Agreement”) is made and entered into by and between Lawrence L. Gellerstedt III (“Gellerstedt”), an individual resident of Georgia, Cousins Employees LLC, a Georgia limited liability company (“CELLC”), Cousins Properties Incorporated (the “CPI”) and Cousins Properties LP, a Delaware limited partnership (“CPLP”), along with the subsidiaries, parents and affiliated entities of any of CELLC, CPI or CPLP, including the successors and assigns of CELLC, CPI, CPLP or any such related entities (collectively, “Company”).
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • July 27th, 2017 • Cousins Properties Inc • Real estate investment trusts
This Amendment to the Change in Control Severance Agreement (“Amendment”) is made and entered into as of the 25th day of July, 2017, by and between COUSINS PROPERTIES INCORPORATED, a Georgia corporation (the “Company”), and _______________________________, an individual resident of Georgia (“Executive”).
COUSINS PROPERTIES INCORPORATED (a Georgia corporation) 40,000,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: September 15, 2009Cousins Properties Incorporated • September 17th, 2009 • Cousins Properties Inc • Real estate investment trusts • New York
Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. Incorporated J.P. Morgan Securities Inc. September [___], 2009 Page 2
FIRST SUPPLEMENT TO MASTER NOTE PURCHASE AGREEMENTMaster Note Purchase Agreement • July 24th, 2019 • Cousins Properties Inc • Real estate investment trusts • New York
This First Supplement to Master Note Purchase Agreement (this “Supplement”) is between COUSINS PROPERTIES INCORPORATED, a Georgia corporation (the “Company”) and Cousins Properties LP, a Delaware limited partnership (the “Co‑Obligor”), and the institutional investors named on Schedule A attached hereto (the “Purchasers”).
COUSINS PROPERTIES INCORPORATED Restricted Stock Unit Award AgreementRestricted Stock Unit Award Agreement • February 5th, 2020 • Cousins Properties Inc • Real estate investment trusts
This Restricted Stock Unit Award Agreement (this “Award Agreement”), evidences that on December 19, 2019 (“Grant Date”), the key employee named below (“Key Employee”) was awarded an opportunity to receive restricted stock units (“RSUs”) pursuant to the Cousins Properties Incorporated (“CPI”) 2019 Omnibus Incentive Stock Plan (the “Plan”) and the terms and conditions below. The number of RSUs actually payable under this Award Agreement depends on whether the service vesting condition is met, as described in more detail in this Award Agreement.
AMENDMENT NUMBER TWO TO CHANGE IN CONTROL SEVERANCE AGREEMENTProtective Covenant Agreement • January 7th, 2011 • Cousins Properties Inc • Real estate investment trusts • Georgia
THIS AMENDMENT to the Change in Control Severance Agreement (“Amendment”) is made and entered into as of the ___day of , 2010, by and between COUSINS PROPERTIES INCORPORATED, a Georgia corporation (“Company”) and (“Executive”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • October 29th, 2014 • Cousins Properties Inc • Real estate investment trusts • Georgia
THIS PURCHASE AND SALE AGREEMENT (as amended from time to time, this “Agreement”) is made and entered into as of August 1, 2014 (the “Effective Date”) by and between FULCOPROP400 LLC and FULCOPROP56 LLC, each a Delaware limited liability company, as sellers (each, individually, a “Seller” and, collectively, “Sellers”), and COUSINS ACQUISITIONS ENTITY, LLC, a Georgia limited liability company, as buyer (“Buyer”).
SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCousins Properties Inc • February 21st, 2017 • Real estate investment trusts
This SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of December 1, 2016, among COUSINS PROPERTIES INCORPORATED, a Georgia corporation (the “Borrower”), the parties from time to time identified by the Borrower as Co-Borrowers pursuant to Section 6.12 of the Credit Agreement (as defined below), the Guarantors (as defined in the Credit Agreement), each Lender that is a party hereto, JPMORGAN CHASE BANK, N.A., as Syndication Agent and an L/C Issuer, BANK OF AMERICA, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”), Swing Line Lender and an L/C Issuer, and SUNTRUST BANK, as Documentation Agent and an L/C Issuer.
Delayed draw term loan AGREEMENT dated as of October 3, 2022, among COUSINS PROPERTIES LP, as the Borrower, COUSINS PROPERTIES INCORPORATED, as the Parent and a Guarantor, CERTAIN CONSOLIDATED ENTITIES OF THE PARENT FROM TIME TO TIME DESIGNATED BY THE...Loan Agreement • October 27th, 2022 • Cousins Properties Inc • Real estate investment trusts • New York
RETIREMENT AGREEMENT AND GENERAL RELEASERetirement Agreement and General Release • August 10th, 2009 • Cousins Properties Inc • Real estate investment trusts • Georgia
This RETIREMENT AGREEMENT AND GENERAL RELEASE (“Agreement”) is made and entered into by and among Thomas D. Bell, Jr. (“Bell”) and Cousins Properties Incorporated (the “Company”).
