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Exhibit 10.14
FIRST
AMENDMENT TO
LIMITED
PARTNERSHIP AGREEMENT OF
PARKWAY
PROPERTIES OFFICE FUND, L.P.
THIS FIRST AMENDMENT TO LIMITED PARTNERSHIP AGREEMENT OF PARKWAY
PROPERTIES OFFICE FUND, L.P. (the "Partnership"), a Delaware
limited partnership ("Amendment") is made as of October ___, 2006
by and among, PKY FUND, LLC, a Delaware limited liability company,
as the sole general partner of the Partnership (" General
Partner "), Parkway Properties LP, a Delaware limited
partnership (" Parkway "), and PERS Holding Company Limited,
L.L.C. (" PERS Holding " and together with Parkway, 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. (the "Partnership
Agreement"), dated as of June 30, 2005.
WHEREAS, the Partners desire to amend the definition of "Core
Market" in the Partnership Agreement to add Memphis, Tennessee as
an additional primary targeted markets.
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 do hereby agree as
follows:
1. The definition
of " Core Market " in ARTICLE II shall be deleted in its
entirety and replaced with the
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