UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 24, 2020
Pennsylvania Real Estate Investment Trust
(Exact Name of Registrant as Specified in its Charter)
Pennsylvania | 001-6300 | 23-6216339 | ||
(State or Other Jurisdiction of Incorporation or Organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
One Commerce Square 2005 Market Street, Suite 1000 Philadelphia, Pennsylvania |
19103 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (215) 875-0700
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
Shares of Beneficial Interest, par value $1.00 per share | PEI | New York Stock Exchange | ||
Series B Preferred Shares, par value $0.01 per share | PEIPrB | New York Stock Exchange | ||
Series C Preferred Shares, par value $0.01 per share | PEIPrC | New York Stock Exchange | ||
Series D Preferred Shares, par value $0.01 per share | PEIPrD | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. |
Entry into a Material Definitive Agreement. |
On September 30, 2020, Pennsylvania Real Estate Investment Trust (“PREIT”), PREIT Associates, L.P. and PREIT-RUBIN, Inc. (collectively with PREIT and PREIT Associates, L.P., the “Borrower”) entered into (a) an Eighth Amendment to Seven-Year Term Loan (the “7-Year Term Loan Amendment”), which amends that certain Seven-Year Term Loan Agreement, dated January 8, 2014 (as amended, the “7-Year Term Loan”) with Wells Fargo Bank, National Association and the other financial institutions signatory thereto, (b) a Third Amendment to Amended and Restated Credit Agreement (the “2018 Credit Agreement Amendment”), which amends that certain Amended and Restated Credit Agreement, dated May 24, 2018 (as amended, the “2018 Credit Agreement”) with Wells Fargo Bank, National Association and the other financial institutions signatory thereto and (c) a First Amendment to Credit Agreement (the “Secured Term Loan Amendment” and collectively with the 7-Year Term Loan Amendment and the 2018 Credit Agreement Amendment, the “September Loan Amendments”) which amends that certain Credit Agreement, dated August 11, 2020 (as amended, the “Secured Term Loan” and collectively with the 7-Year Term Loan and the 2018 Credit Agreement, the “Loan Agreements”) with Wells Fargo Bank, National Association and the financial institutions signatory thereto and their assignees.
7-Year Term Loan Amendment and 2018 Credit Agreement Amendment
The 7-Year Term Loan Amendment and 2018 Credit Agreement Amendment extend the debt covenant suspension period (the “Suspension Period”) under each of the 7-Year Term Loan and the 2018 Credit Agreement, respectively, until October 31, 2020. Upon the expiration of the Suspension Period, the debt covenants suspended under each of the 7-Year Term Loan and 2018 Credit Agreement will be reinstated.
The 7-Year Term Loan Amendment and 2018 Credit Agreement Amendment also modify certain definitions, including the definition of Permitted Indebtedness to include, among other things, additional indebtedness incurred pursuant to the Secured Term Loan, and eliminate the minimum liquidity requirement under the 7-Year Term Loan and 2018 Credit Agreement. The Borrower must pay certain amendment fees in connection with the 7-Year Term Loan Amendment and the 2018 Credit Agreement Amendment.
The Borrower continues to work with the Lenders to negotiate and finalize definitive documentation for further amendments to the 7-Year Term Loan Agreement and 2018 Credit Agreement in an effort to provide further liquidity and to ensure continued compliance with its obligations following the end of the extended Suspension Period.
Secured Term Loan Amendment
The Secured Term Loan Amendment (i) extends the maturity date of the Secured Term Loan from September 30, 2020 to October 31, 2020, (ii) permits the Borrower to request, on or after October 8, 2020, up to two increases in the aggregate amount of the commitments by up to $25,000,000, subject to certain conditions, (iii) eliminates the minimum liquidity requirement under the Secured Term Loan, and (iv) modifies certain definitions. The Borrower must pay certain extension fees in connection with the Secured Term Loan Amendment.
Each of the Loan Agreements contains certain affirmative and negative covenants customarily found in facilities of its type that remain unchanged under the September Loan Amendments, and which are described in PREIT’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020 and PREIT’s Current Report on Form 8-K filed on August 12, 2020, in addition to certain representations, some of which are qualified under the September Loan Amendments. All capitalized terms used above in this Current Report on Form 8-K and not otherwise defined herein have the meanings ascribed to such terms in the 7-Year Term Loan, the 2018 Credit Agreement or the Secured Term Loan (as applicable). The description above is qualified in its entirety by reference to the September Loan Amendments, which are filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K.
Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference to this Item 2.03.
Item 3.03 |
Material Modification to Rights of Security Holders. |
The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference to this Item 3.03.
As previously disclosed, the Loan Agreements prohibit PREIT from making certain Restricted Payments, which include cash dividends with respect to PREIT shares. Accordingly, during the Suspension Period and the duration of the Secured Term Loan, the payment of dividends on its common shares and preferred shares is suspended.
Item 8.01. |
Other Events. |
PREIT suspended its Distribution Reinvestment and Share Purchase Plan (the “DRIP”) effective as of September 24, 2020 and its Employee Share Repurchase Plan (the “ESPP”) effective as of September 25, 2020. PREIT will provide notice of any reactivation of the DRIP and the ESPP on a Form 8-K.
Forward Looking Statements
This current report contains certain forward-looking statements that can be identified by the use of words such as “anticipate,” “believe,” “estimate,” “expect,” “project,” “intend,” “may” or similar expressions. Forward-looking statements relate to expectations, beliefs, projections, future plans, strategies, anticipated events, trends and other matters that are not historical facts. These forward-looking statements reflect our current views about future events, achievements and results and are subject to risks, uncertainties and changes in circumstances that might cause future events, achievements or results to differ materially from those expressed or implied by the forward-looking statements. Such factors include those discussed herein, and in the sections entitled “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019 and in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020. We do not intend to update or revise any forward-looking statements to reflect new information, future events or otherwise.
Item 9.01 |
Financial Statements and Exhibits. |
(d) |
Exhibits. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST | ||||||
Date: October 2, 2020 | By: |
/s/ Lisa M. Most |
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Lisa M. Most | ||||||
Executive Vice President, Secretary and General Counsel |
Exhibit 10.1
Loan Number: 1011175-0
Execution Version
EIGHTH AMENDMENT
TO SEVEN-YEAR TERM LOAN AGREEMENT
THIS EIGHTH AMENDMENT TO SEVEN-YEAR TERM LOAN AGREEMENT (this Amendment) dated as of September 30, 2020, by and among PREIT ASSOCIATES, L.P., a Delaware limited partnership (PREIT), PREIT-RUBIN, INC., a Pennsylvania corporation (PREIT-RUBIN), PENNSYLVANIA REAL ESTATE INVESTMENT TRUST, a Pennsylvania business trust (the Parent; together with PREIT and PREIT-RUBIN each individually, a Borrower and collectively, the Borrower), each of the Lenders (as defined below) and WELLS FARGO BANK, NATIONAL ASSOCIATION (the Administrative Agent).
WHEREAS, the Borrower, each of the financial institutions initially a signatory thereto together with their assignees pursuant to Section 11.6(b) (the Lenders), and the Administrative Agent have entered into that certain Seven-Year Term Loan Agreement dated as of January 8, 2014, as amended by the First Amendment to Seven-Year Term Loan Agreement dated as of November 7, 2014, as further amended by the letter amendment dated November 12, 2014, as further amended by the Third Amendment to Seven-Year Term Loan Agreement, dated as of June 26, 2015, as further amended by the Fourth Amendment to Seven-Year Term Loan Agreement dated as of June 30, 2016, as further amended by the Fifth Amendment to Seven-Year Term Loan Agreement dated as of June 5, 2018, as further amended by the Sixth Amendment to Seven-Year Term Loan Agreement dated as of March 30, 2020, as further amended by the Seventh Amendment to Seven-Year Term Loan Agreement dated as of July 27, 2020 (the Seventh Amendment) (as so amended, the Existing Term Loan Agreement); and
WHEREAS, the Borrower, the Lenders and the Administrative Agent desire to amend certain provisions of the Existing Term Loan Agreement on the terms and conditions contained herein (the Existing Term Loan Agreement, as amended pursuant to this Amendment and as hereafter further amended, restated, supplemented or otherwise modified from time to time, the Term Loan Agreement); and
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:
Section 1 Extension of Suspension Period.
(a) Notwithstanding anything to the contrary in Sections 1(a) and 1(b) of the Seventh Amendment, upon the effectiveness of this Amendment, the Suspension Period shall hereafter be defined as the period beginning on and including June 30, 2020 and extending to October 31, 2020 (as such date may be extended with the consent of the Administrative Agent acting at the direction of the Requisite Lenders).
(b) From and after the expiration of the Suspension Period, (i) the Suspended Covenants shall be immediately and automatically reinstated and (ii) until such time as a Compliance Certificate is delivered with respect to the fiscal quarter ending September 30, 2020, any Suspended Covenant which is calculated based on the most recently ended fiscal quarter (or any period of fiscal quarters most recently ended) shall be determined based on the fiscal quarter (or period of fiscal quarters) ending June 30, 2020.
Upon the effectiveness of this Amendment, the parties hereto agree that the Existing Term Loan Agreement is amended as necessary to give effect to this Section 1.
Loan Number: 1011175-0
Section 2 Additional Amendments to Existing Term Loan Agreement.
(a) Upon the effectiveness of this Amendment, the parties hereto agree that Section 1.1 of the Existing Term Loan Agreement is hereby amended by amending and restating the following definitions in their entirety:
2020 Term Loan means that certain secured term loan advanced pursuant to the Credit Agreement, dated as of August 11, 2020, by and among the Borrower, Wells Fargo Bank, National Association, as Administrative Agent, and the financial institutions party thereto, as the same may be amended, restated, supplemented or otherwise modified from time to time (the 2020 Term Loan Credit Agreement).
Permitted Indebtedness means Indebtedness comprised of (a) obligations under Derivatives Contracts entered into for the purposes of hedging risk and not for speculative purposes, (b) Indebtedness incurred in the ordinary course of business in connection with workers compensation, unemployment insurance and other social security legislation or in respect of surety and appeal bonds, performance bonds and other similar obligations, (c) obligations owing from a Borrower or a Guarantor to a Borrower or a Guarantor; (d) obligations owing from a Subsidiary that is not a Guarantor to a Subsidiary that is not a Guarantor; (e) Indebtedness arising in connection with the endorsement of instruments for deposit in the ordinary course of business; (f) non-recourse Indebtedness incurred in order to finance the payment of insurance premiums in the ordinary course of business; (g) Indebtedness incurred pursuant to one or more Excluded Stimulus Transactions, which does not, in the aggregate, exceed $25,000,000; or (h) Indebtedness incurred pursuant to the 2020 Term Loan, which does not, in the aggregate, exceed $55,000,000.
(b) Upon the effectiveness of this Amendment, the parties hereto agree that Section 8.15 of the Existing Term Loan Agreement is hereby deleted in its entirety and replaced with [Reserved].
Section 3 Conditions Precedent. The effectiveness of this Amendment 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 Amendment duly executed by the Borrower, the Administrative Agent and each of the Requisite Lenders;
(b) a Guarantor Acknowledgement substantially in the form of Annex A attached hereto, executed by each Guarantor;
(c) payment to each approving Lender and to each approving Lender under the term loan facility to PM Gallery LP, a Delaware limited partnership (the PM Gallery Loan), of an amendment fee equal to $5,000, provided that no Lender that is a party to the Term Loan Agreement, the Existing Credit Agreement, and the PM Gallery Loan shall receive more than a $5,000 fee in the aggregate; and
(d) evidence that all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including, without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid.
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Loan Number: 1011175-0
Section 4 Representations. Each Borrower represents and warrants to the Administrative Agent and the Lenders that:
(a) Authorization. Each Borrower has the right and power, and has taken all necessary action to authorize, execute and deliver this Amendment and the other Loan Documents to which such Borrower is a party and being executed and delivered in connection with this Amendment (together with this Amendment, collectively the Amendment Documents) and to perform its obligations under the Amendment Documents and under the Existing Term Loan Agreement, as amended by this Amendment, in accordance with their respective terms. Each Amendment Document has been duly executed and delivered by a duly authorized signatory of each Borrower or a general partner of such Borrower, as applicable and the Amendment Documents and the Existing Term Loan Agreement, as amended by this Amendment, are legal, valid and binding obligations of each Borrower and are enforceable against such Persons in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, fraudulent conveyance and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained in the Amendment Documents or in the Term Loan Agreement may be limited by equitable principles generally.
(b) Compliance with Laws, etc. The execution and delivery by each Borrower of the Amendment Documents and the performance by each Borrower of the Amendment Documents and the Existing Term Loan Agreement, as amended by this Amendment, in accordance with their respective terms, do not and will not, by the passage of time, the giving of notice, or both: (i) require any Governmental Approval or violate any Applicable Law (including all Environmental Laws) relating to any Loan Party or any other Subsidiary; (ii) result in a breach of or constitute a default under the declaration of trust, certificate or articles of incorporation, bylaws, partnership agreement or other organizational documents of any Loan Party or any other Subsidiary, or any indenture, agreement or other instrument to which any Loan Party or any other Subsidiary is a party or by which it or any of its respective properties may be bound; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by any Loan Party or any other Subsidiary other than in favor of the Administrative Agent for the benefit of the Lenders.
(c) No Default. As of the date hereof, after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.
Section 5 Reaffirmation of Representations. Each Borrower hereby certifies that as of the date hereof the representations and warranties made or deemed made by such Borrower to the Administrative Agent and the Lenders in the Existing Term Loan Agreement and the other Loan Documents to which the Parent or such Borrower is a party are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation and warranty is true and correct in all respects) except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties were 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 was true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; provided, that the representation in Section 6.1(l) of the Existing Term Loan Agreement shall be deemed to be qualified by the information disclosed in writing to the Administrative Agent and in the Borrowers reports filed or furnished with the Securities Exchange Commission, in each case, on or before the effective date of this Amendment.
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Loan Number: 1011175-0
Section 6 Release of Claims.
(a) Each of the Borrower and the Parent hereby ratifies, reaffirms and acknowledges that the Loan Documents and this Amendment represent their valid, enforceable and collectible obligations, and that they have no existing claims, defenses (personal or otherwise) or rights of setoff with respect thereto. Each of the Borrower and the Parent hereby acknowledges and agrees that, through the date hereof, each of the Administrative Agent and the Lenders has acted in good faith and has conducted itself in a commercially reasonable manner in its relationships with the Borrower, the Parent and Guarantor in connection with the Loans. Each of the Borrower and the Parent hereby releases Administrative Agent, Lenders, and their respective parent corporations, subsidiaries and affiliates, any holder of or participant in a Loan, and each of their respective present and former officers, directors, shareholders, representatives, consultants, attorneys, employees and agents thereof, and their respective heirs, personal representatives, successors and assigns (collectively, the Released Parties), from any and all claims, liabilities, damages, actions and causes of action of every nature or character (collectively, the Claims), known or unknown, direct or indirect, at law or in equity, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the date hereof, relating to the Loans, the administration of the Loans, the Term Loan Agreement, any of the other Loan Documents or the modifications described in this Amendment.
(b) In entering into this Amendment, each of the Borrower and the Parent has consulted with, and been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity hereof. The provisions of this Section 6 shall survive the termination of the Term Loan Agreement, the other Loan Documents, and the payment in full of the Obligations under the Term Loan Agreement.
Section 7 Certain References. Each reference to the Term Loan Agreement in any of the Loan Documents shall be deemed to be a reference to the Existing Term Loan Agreement as amended by this Amendment. This Amendment is a Loan Document.
Section 8 Expenses. The Borrower shall reimburse the Administrative Agent upon demand for all reasonable costs and expenses (including reasonable attorneys fees) incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and the other agreements and documents executed and delivered in connection herewith.
Section 9 Benefits. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
Section 10 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH COMMONWEALTH.
Section 11 Effect. Except as expressly herein amended, the terms and conditions of the Existing Term Loan Agreement and the other Loan Documents remain in full force and effect. The amendments contained herein shall be deemed to have prospective application only from the date as of which this
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Loan Number: 1011175-0
Amendment is dated. The Existing Term Loan Agreement, as amended hereby, is hereby ratified and confirmed in all respects. Nothing in this Amendment shall limit, impair or constitute a waiver of the rights, powers or remedies available to the Administrative Agent or the Lenders under the Term Loan Agreement or any other Loan Document.
Section 12 Counterparts. This Amendment 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.
Section 13 Definitions. All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Term Loan Agreement.
[Signatures Appear on Following Page]
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Loan Number: 1011175-0
IN WITNESS WHEREOF, the parties hereto have caused this Eighth Amendment to Seven-Year Term Loan Agreement to be executed by their authorized officers all as of the day and year first above written.
PREIT ASSOCIATES, L.P. |
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By: | Pennsylvania Real Estate Investment Trust, | |||
its general partner | ||||
By: |
/s/ Andrew Ioannou |
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Name: | Name: Andrew Ioannou | |||
Title: | Executive Vice President, Finance & Acquisitions and Treasurer |
PREIT-RUBIN, INC. |
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By: |
/s/ Andrew Ioannou |
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Name: | Name: Andrew Ioannou | |||
Title: | Executive Vice President, Finance & Acquisitions and Treasurer |
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST | ||||
By: |
/s/ Andrew Ioannou |
|||
Name: | Name: Andrew Ioannou | |||
Title: | Executive Vice President, Finance & Acquisitions and Treasurer |
[Signatures Continue on Following Page]
Loan Number: 1011175-0
[Signature Page to Eighth Amendment to Seven-Year Term Loan Agreement
with PREIT Associates, L.P. et al.]
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and as a Lender |
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By: |
/s/ Ryan Sansavera |
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Name: | Ryan Sansavera | |
Title: | Senior Vice President |
[Signatures Continue on Following Page]
Loan Number: 1011175-0
[Signature Page to Eighth Amendment to Seven-Year Term Loan Agreement
with PREIT Associates, L.P. et al.]
CITIZENS BANK, N.A. |
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By: |
/s/ Adrienne Bain |
|
Name: | Adrienne Bain | |
Title: | Authorized Signer |
[Signatures Continue on Following Page]
Loan Number: 1011175-0
[Signature Page to Eighth Amendment to Seven-Year Term Loan Agreement
with PREIT Associates, L.P. et al.]
MANUFACTURERS AND TRADERS TRUST COMPANY | ||
By: |
/s/ Glenn L. Best |
|
Name: | Glenn L. Best | |
Title: | Vice President |
[Signatures Continue on Following Page]
Loan Number: 1011175-0
[Signature Page to Eighth Amendment to Seven-Year Term Loan Agreement
with PREIT Associates, L.P. et al.]
JPMORGAN CHASE BANK, N.A. |
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By: |
/s/ Dianne M. Stark |
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Name: | Dianne M. Stark | |
Title: | Authorized Officer |
[Signatures Continue on Following Page]
Loan Number: 1011175-0
[Signature Page to Eighth Amendment to Seven-Year Term Loan Agreement
with PREIT Associates, L.P. et al.]
PNC BANK, NATIONAL ASSOCIATION |
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By: |
/s/ Shari L. Reams-Henofer |
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Name: | Shari L. Reams-Henofer | |
Title: | Senior Vice President |
[Signatures Continue on Following Page]
Loan Number: 1011175-0
[Signature Page to Eighth Amendment to Seven-Year Term Loan Agreement
with PREIT Associates, L.P. et al.]
ASSOCIATED BANK, NATIONAL ASSOCIATION |
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By: |
/s/ Adam Harding |
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Name: | Adam Harding | |
Title: | Vice President |
[Signatures Continue on Following Page]
Exhibit 10.1
Loan Number: 1011175-0
ANNEX A
FORM OF GUARANTOR ACKNOWLEDGEMENT
THIS GUARANTOR ACKNOWLEDGEMENT dated as of September 30, 2020 (this Acknowledgement) executed by each of the undersigned (the Guarantors) in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the Administrative Agent), and each Lender a party to the Term Loan Agreement referred to below (collectively, the Lenders).
WHEREAS, PREIT ASSOCIATES, L.P., a Delaware limited partnership (PREIT), PREIT-RUBIN, INC., a Pennsylvania corporation, PENNSYLVANIA REAL ESTATE INVESTMENT TRUST, a Pennsylvania business trust (the Parent; together with PREIT and PREIT-RUIBN each individually, a Borrower and collectively, the Borrower), the Lenders, the Administrative Agent and certain other parties have entered into that certain Seven-Year Term Loan Agreement dated as of January 8, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the Term Loan Agreement);
WHEREAS, each of the Guarantors is a party to that certain Guaranty dated as of January 8, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the Guaranty) pursuant to which they guarantied, among other things, the Borrowers obligations under the Term Loan Agreement on the terms and conditions contained in the Guaranty;
WHEREAS, the Borrower, the Administrative Agent and the Lenders are to enter into an Eighth Amendment to Term Loan Agreement, dated as of the date hereof (the Amendment), to amend the terms of the Term Loan Agreement on the terms and conditions contained therein; and
WHEREAS, it is a condition precedent to the effectiveness of the Amendment 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 COMMONWEALTH OF PENNSYLVANIA APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH COMMONWEALTH.
Section 3. Release of Claims.
(a) Guarantor hereby ratifies, reaffirms and acknowledges that the Guaranty represents its valid, enforceable and collectible obligations, and that it has no existing claims, defenses (personal or otherwise) or rights of setoff with respect thereto. Guarantor hereby acknowledges and agrees that, through the date hereof, each of the Administrative Agent and the Lenders has acted in good faith and has conducted itself in a commercially reasonable manner in its relationships with the Borrower, the Parent and Guarantor in connection with the Loans. Guarantor
Annex A
Loan Number: 1011175-0
hereby releases the Administrative Agent, Lenders, and their respective parent corporations, subsidiaries and affiliates, any holder of or participant in a Loan, and each of their respective present and former officers, directors, shareholders, representatives, consultants, attorneys, employees and agents thereof, and their respective heirs, personal representatives, successors and assigns (collectively, the Released Parties), from any and all claims, liabilities, damages, actions and causes of action of every nature or character (collectively, the Claims), known or unknown, direct or indirect, at law or in equity, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the date hereof, relating to the Loans, the Guaranty, the administration of the Loans, the Term Loan Agreement, any of the other Loan Documents or the modifications described in the Amendment.
(b) In entering into this Acknowledgement, the Guarantor has consulted with, and been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity hereof. The provisions of this Section 3 shall survive the termination of the Term Loan Agreement, the other Loan Documents, and the payment in full of the Obligations under the Term Loan Agreement.
Section 4. 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.
[Signatures Appear on Following Page]
Annex A Guarantor Acknowledgement
Loan Number: 1011175-0
IN WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guarantor Acknowledgement as of the date and year first written above.
[Signatures Continued on Next Page]
Annex A Guarantor Acknowledgement
Loan Number: 1011175-0
PR EXTON LLC | ||||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR EXTON LIMITED PARTNERSHIP | ||||||||
By: | PR Exton LLC, general partner | |||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR EXTON OUTPARCEL GP, LLC | ||||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR EXTON OUTPARCEL HOLDINGS, LP | ||||||||
By: | PR Exton Outparcel GP, LLC, general partner | |||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR EXTON OUTPARCEL LIMITED PARTNERSHIP | ||||||||
By: | PR Exton Outparcel GP, LLC, general partner | |||||||
By: | PREIT Associates, L.P., sole member | |||||||
XGP LLC | ||||||||
By: | PR Exton Limited Partnership, sole member | |||||||
By: | PR Exton LLC, general partner | |||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR EXTON SQUARE PROPERTY L.P. | ||||||||
By: | XGP LLC, general partner | |||||||
By: | PR Exton Limited Partnership, sole member | |||||||
By: | PR Exton LLC, general partner | |||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR FIN DELAWARE, LLC | ||||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR FINANCING II LLC | ||||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR FINANCING I LLC | ||||||||
By: | PREIT Associates, L.P., member and | |||||||
By: | PR Financing II LLC, member | |||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR FINANCING LIMITED PARTNERSHIP, | ||||||||
By: | PR Financing I LLC, general partner | |||||||
By: | PREIT Associates, L.P., member and | |||||||
By: | PR Financing II LLC, member | |||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR GAINESVILLE LLC | ||||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR GAINESVILLE LIMITED PARTNERSHIP | ||||||||
By: PR Gainesville LLC, general partner | ||||||||
By: | PREIT Associates, L.P., sole member | |||||||
By: | Pennsylvania Real Estate Investment Trust, general partner | |||||||
By: |
/s/ Andrew Ioannou |
|||||||
Name: | Andrew Ioannou | |||||||
Title: | Executive Vice President, Finance & Acquisitions and Treasurer |
[Signatures Continued on Next Page]
Annex A
Loan Number: 1011175-0
PR GV LLC | ||||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR GV LP | ||||||||
By: | PR GV LLC, general partner | |||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR PRINCE GEORGES PLAZA LLC | ||||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR HYATTSVILLE LLC | ||||||||
By: | PR Prince Georges Plaza LLC, sole member | |||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR JK LLC | ||||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR JACKSONVILLE LLC | ||||||||
By: | PREIT Associates, L.P. member and | |||||||
By: | PR JK LLC, member | |||||||
By: PREIT Associates, L.P., sole member | ||||||||
PR JACKSONVILLE LIMITED PARTNERSHIP | ||||||||
By: | PR Jacksonville LLC, general partner | |||||||
By: | PREIT Associates, L.P., member and | |||||||
By: | PR JK LLC, member | |||||||
By: | PREIT Associates, sole member | |||||||
PR MAGNOLIA LLC | ||||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR VALLEY ANCHOR-S, LLC | ||||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR WOODLAND ANCHOR-S, LLC | ||||||||
By: | PREIT Associates, L.P., sole member | |||||||
By: | Pennsylvania Real Estate Investment Trust, general partner | |||||||
By: |
/s/ Andrew Ioannou |
|||||||
Name: | Andrew Ioannou | |||||||
Title: | Executive Vice President, Finance & Acquisitions and Treasurer |
[Signatures Continued on Next Page]
Annex A Guarantor Acknowledgement
Loan Number: 1011175-0
PR PLYMOUTH ANCHOR-M, LLC | ||||||
By: | PREIT Associates, L.P., sole member | |||||
PR PLYMOUTH ANCHOR-M, L.P. | ||||||
By: | PR Plymouth Anchor-M, LLC, general partner | |||||
By: | PREIT Associates, L.P., sole member | |||||
PR PM PC ASSOCIATES LLC | ||||||
By: | PREIT Associates, L.P., sole member | |||||
PR PLYMOUTH MEETING ASSOCIATES PC LP | ||||||
By: | PR PM PC Associates LLC, general partner | |||||
By: | PREIT Associates, L.P., sole member | |||||
PR PLYMOUTH MEETING LLC | ||||||
By: | PREIT Associates, L.P., sole member | |||||
PR PLYMOUTH MEETING LIMITED PARTNERSHIP | ||||||
By: | PR Plymouth Meeting LLC, general partner | |||||
By: | PREIT Associates, L.P., sole member | |||||
PR PM PC ASSOCIATES LP | ||||||
By: | PR PM PC Associates LLC, general partner | |||||
By: | PREIT Associates, L.P., sole member | |||||
By: | Pennsylvania Real Estate Investment Trust, general partner | |||||
By: |
/s/ Andrew Ioannou |
|||||
Name: | Andrew Ioannou | |||||
Title: | Executive Vice President, Finance & Acquisitions and Treasurer |
[Signatures Continued on Next Page]
Annex A Guarantor Acknowledgement
Loan Number: 1011175-0
[Signatures Continued on Next Page]
Annex A Guarantor Acknowledgement
Loan Number: 1011175-0
PR SUNRISE OUTPARCEL 2, LLC | ||||
PR VALLEY SOLAR LLC | ||||
By: PREIT RUBIN, Inc., sole member | ||||
By: |
/s/ Andrew Ioannou |
|||
Name: | Andrew Ioannou | |||
Title: | Executive Vice President, Finance & Acquisitions and Treasurer | |||
PREIT RUBIN, INC. | ||||
By: |
/s/ Andrew Ioannou |
|||
Name: | Andrew Ioannou | |||
Title: | Executive Vice President, Finance & Acquisitions and Treasurer | |||
PREIT RUBIN OP, INC. | ||||
By: |
/s/ Andrew Ioannou |
|||
Name: | Andrew Ioannou | |||
Title: | Executive Vice President and Assistant Treasurer |
[Signatures Continued on Next Page]
Annex A Guarantor Acknowledgement
Loan Number: 1011175-0
PR CAPITAL CITY LIMITED PARTNERSHIP | ||||||||
By: | PR Capital City LLC, general partner | |||||||
By: | PREIT Associates, L.P., its member | |||||||
By: | PR CC II LLC, its member | |||||||
By: | PREIT Associates, L.P., its sole member | |||||||
PR CC LIMITED PARTNERSHIP | ||||||||
By: | PR CC I LLC, general partner | |||||||
By: | PREIT Associates, L.P., its member | |||||||
By: | PR CC II LLC, its member | |||||||
By: | PREIT Associates, L.P., its sole member | |||||||
PR CAPITAL CITY LLC | ||||||||
By: | PREIT Associates, L.P., its member | |||||||
By: | PR CC II LLC, its member | |||||||
By: | PREIT Associates, L.P., its sole member | |||||||
PR CC I LLC | ||||||||
By: | PREIT Associates, L.P., its member | |||||||
By: | PR CC II LLC, its member | |||||||
By: | PREIT Associates, L.P., its sole member | |||||||
PR CC II LLC | ||||||||
By: | PREIT Associates, L.P., its sole member | |||||||
By: | Pennsylvania Real Estate Investment Trust, its general partner | |||||||
By: |
/s/ Andrew Ioannou |
|||||||
Name: | Andrew Ioannou | |||||||
Title: | Executive Vice President, Finance & Acquisitions and Treasurer |
Address for Notices for all Guarantors:
c/o PREIT Associates, L.P.
2005 Market Street
Suite 1000
Philadelphia, PA 19103
Attention: Andrew Ioannou
Telephone: (215) 875-0700
Telecopy: (215) 546-7311
Annex A Guarantor Acknowledgement
Exhibit 10.2
Loan Number: 1009394
Execution Version
THIRD AMENDMENT
TO AMENDED AND RESTATED CREDIT AGREEMENT
THIS THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this Amendment) dated as of September 30, 2020, by and among PREIT ASSOCIATES, L.P., a Delaware limited partnership (PREIT), PREIT-RUBIN, INC., a Pennsylvania corporation (PREIT-RUBIN), PENNSYLVANIA REAL ESTATE INVESTMENT TRUST, a Pennsylvania business trust (the Parent; together with PREIT and PREIT-RUBIN each individually, a Borrower and collectively, the Borrower), each of the Lenders (as defined below) and WELLS FARGO BANK, NATIONAL ASSOCIATION (the Administrative Agent).
WHEREAS, the Borrower, each of the financial institutions initially a signatory thereto together with their assignees pursuant to Section 11.6(b) (the Lenders), and the Administrative Agent have entered into that certain Amended and Restated Credit Agreement, dated as of May 24, 2018, as amended by the First Amendment to Amended and Restated Credit Agreement dated as of March 30, 2020, as further amended by the Second Amendment to Amended and Restated Credit Agreement dated as of July 27, 2020 (the Second Amendment) (as so amended, the Existing Credit Agreement); and
WHEREAS, the Borrower, the Lenders and the Administrative Agent desire to amend certain provisions of the Existing Credit Agreement on the terms and conditions contained herein (the Existing Credit Agreement, as amended pursuant to this Amendment and as hereafter further amended, restated, supplemented or otherwise modified from time to time, the Credit Agreement); and
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:
Section 1 Extension of Suspension Period.
(a) Notwithstanding anything to the contrary in Sections 1(a) and 1(b) of the Second Amendment, upon the effectiveness of this Amendment, the Suspension Period shall hereafter be defined as the period beginning on and including June 30, 2020 and extending to October 31, 2020 (as such date may be extended with the consent of the Administrative Agent acting at the direction of the Requisite Lenders).
(b) From and after the expiration of the Suspension Period, (i) the Suspended Covenants shall be immediately and automatically reinstated and (ii) until such time as a Compliance Certificate is delivered with respect to the fiscal quarter ending September 30, 2020, any Suspended Covenant which is calculated based on the most recently ended fiscal quarter (or any period of fiscal quarters most recently ended) shall be determined based on the fiscal quarter (or period of fiscal quarters) ending June 30, 2020.
Upon the effectiveness of this Amendment, the parties hereto agree that the Existing Credit Agreement is amended as necessary to give effect to this Section 1.
Loan Number: 1009394
Section 2 Additional Amendments to Existing Credit Agreement.
(a) Upon the effectiveness of this Amendment, the parties hereto agree that Section 1.1 of the Existing Credit Agreement is hereby amended by amending and restating the following definitions in their entirety:
2020 Term Loan means that certain secured term loan advanced pursuant to the Credit Agreement dated as of August 11, 2020, between the Borrower, Wells Fargo Bank, National Association, as Administrative Agent, and the financial institutions party thereto, as the same may be amended, restated, supplemented or otherwise modified from time to time (the 2020 Term Loan Credit Agreement).
Permitted Indebtedness means Indebtedness comprised of (a) obligations under Derivatives Contracts entered into for the purposes of hedging risk and not for speculative purposes, (b) Indebtedness incurred in the ordinary course of business in connection with workers compensation, unemployment insurance and other social security legislation or in respect of surety and appeal bonds, performance bonds and other similar obligations, (c) obligations owing from a Borrower or a Guarantor to a Borrower or a Guarantor; (d) obligations owing from a Subsidiary that is not a Guarantor to a Subsidiary that is not a Guarantor; (e) Indebtedness arising in connection with the endorsement of instruments for deposit in the ordinary course of business; (f) non-recourse Indebtedness incurred in order to finance the payment of insurance premiums in the ordinary course of business; (g) Indebtedness incurred pursuant to one or more Excluded Stimulus Transactions, which does not, in the aggregate, exceed $25,000,000; or (h) Indebtedness incurred pursuant to the 2020 Term Loan, which does not, in the aggregate, exceed $55,000,000.
(b) Upon the effectiveness of this Amendment, the parties hereto agree that Section 8.15 of the Existing Credit Agreement is hereby deleted in its entirety and replaced with [Reserved].
Section 3 Conditions Precedent. The effectiveness of this Amendment 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 Amendment duly executed by the Borrower, the Administrative Agent and each of the Requisite Lenders;
(b) a Guarantor Acknowledgement substantially in the form of Annex A attached hereto, executed by each Guarantor;
(c) payment to each approving Lender and to each approving Lender under the term loan facility to PM Gallery LP, a Delaware limited partnership (the PM Gallery Loan), of an amendment fee equal to $5,000, provided that no Lender that is a party to the Credit Agreement, the 2014 Seven-Year Term Loan Agreement, and the PM Gallery Loan shall receive more than a $5,000 fee in the aggregate; and
(d) evidence that all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including, without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid.
Section 4 Representations. Each Borrower represents and warrants to the Administrative Agent and the Lenders that:
(a) Authorization. Each Borrower has the right and power, and has taken all necessary action to authorize, execute and deliver this Amendment and the other Loan Documents to which such Borrower is a party and being executed and delivered in connection with this Amendment (together with this Amendment, collectively the Amendment
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Loan Number: 1009394
Documents) and to perform its obligations under the Amendment Documents and under the Existing Credit Agreement, as amended by this Amendment, in accordance with their respective terms. Each Amendment Document has been duly executed and delivered by a duly authorized signatory of each Borrower or a general partner of such Borrower, as applicable and the Amendment Documents and the Existing Credit Agreement, as amended by this Amendment, are legal, valid and binding obligations of each Borrower and are enforceable against such Persons in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, fraudulent conveyance and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained in the Amendment Documents or in the Credit Agreement may be limited by equitable principles generally.
(b) Compliance with Laws, etc. The execution and delivery by each Borrower of the Amendment Documents and the performance by each Borrower of the Amendment Documents and the Existing Credit Agreement, as amended by this Amendment, in accordance with their respective terms, do not and will not, by the passage of time, the giving of notice, or both: (i) require any Governmental Approval or violate any Applicable Law (including all Environmental Laws) relating to any Loan Party or any other Subsidiary; (ii) result in a breach of or constitute a default under the declaration of trust, certificate or articles of incorporation, bylaws, partnership agreement or other organizational documents of any Loan Party or any other Subsidiary, or any indenture, agreement or other instrument to which any Loan Party or any other Subsidiary is a party or by which it or any of its respective properties may be bound; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by any Loan Party or any other Subsidiary other than in favor of the Administrative Agent for the benefit of the Lenders.
(c) No Default. As of the date hereof, after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.
Section 5 Reaffirmation of Representations. Each Borrower hereby certifies that as of the date hereof the representations and warranties made or deemed made by such Borrower to the Administrative Agent and the Lenders in the Existing Credit Agreement and the other Loan Documents to which the Parent or such Borrower is a party are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation and warranty is true and correct in all respects) except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties were 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 was true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; provided, that the representation in Section 6.1(l) of the Existing Credit Agreement shall be deemed to be qualified by the information disclosed in writing to the Administrative Agent and in the Borrowers reports filed or furnished with the Securities Exchange Commission, in each case, on or before the effective date of this Amendment.
Section 6 Release of Claims.
(a) Each of the Borrower and the Parent hereby ratifies, reaffirms and acknowledges that the Loan Documents and this Amendment represent their valid, enforceable and collectible obligations, and that they have no existing claims, defenses (personal or otherwise) or rights of setoff with respect thereto. Each of the Borrower and the Parent hereby acknowledges and agrees that, through the date hereof, each of the Administrative Agent and the
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Loan Number: 1009394
Lenders has acted in good faith and has conducted itself in a commercially reasonable manner in its relationships with the Borrower, the Parent and Guarantor in connection with the Loans. Each of the Borrower and the Parent hereby releases Administrative Agent, Lenders, and their respective parent corporations, subsidiaries and affiliates, any holder of or participant in a Loan, and each of their respective present and former officers, directors, shareholders, representatives, consultants, attorneys, employees and agents thereof, and their respective heirs, personal representatives, successors and assigns (collectively, the Released Parties), from any and all claims, liabilities, damages, actions and causes of action of every nature or character (collectively, the Claims), known or unknown, direct or indirect, at law or in equity, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the date hereof, relating to the Loans, the administration of the Loans, the Credit Agreement, any of the other Loan Documents or the modifications described in this Amendment.
(b) In entering into this Amendment, each of the Borrower and the Parent has consulted with, and been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity hereof. The provisions of this Section 6 shall survive the termination of the Credit Agreement, the other Loan Documents, and the payment in full of the Obligations under the Credit Agreement.
Section 7 Certain References. Each reference to the Credit Agreement in any of the Loan Documents shall be deemed to be a reference to the Existing Credit Agreement as amended by this Amendment. This Amendment is a Loan Document.
Section 8 Expenses. The Borrower shall reimburse the Administrative Agent upon demand for all reasonable costs and expenses (including reasonable attorneys fees) incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and the other agreements and documents executed and delivered in connection herewith.
Section 9 Benefits. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
Section 10 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH COMMONWEALTH.
Section 11 Effect. Except as expressly herein amended, the terms and conditions of the Existing Credit Agreement and the other Loan Documents remain in full force and effect. The amendments contained herein shall be deemed to have prospective application only from the date as of which this Amendment is dated. The Existing Credit Agreement, as amended hereby, is hereby ratified and confirmed in all respects. Nothing in this Amendment shall limit, impair or constitute a waiver of the rights, powers or remedies available to the Administrative Agent or the Lenders under the Credit Agreement or any other Loan Document.
Section 12 Counterparts. This Amendment 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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Loan Number: 1009394
Section 13 Definitions. All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Credit Agreement.
[Signatures Appear on Following Page]
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Loan Number: 1009394
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to Amended and Restated Credit Agreement to be executed by their authorized officers all as of the day and year first above written.
PREIT ASSOCIATES, L.P. | ||||
By: | Pennsylvania Real Estate Investment Trust, its general partner | |||
By: |
/s/ Andrew Ioannou |
|||
Name: | Name: Andrew Ioannou | |||
Title: Executive Vice President, Finance & Acquisitions and Treasurer | ||||
PREIT-RUBIN, INC. | ||||
By: |
/s/ Andrew Ioannou |
|||
Name: | Name: Andrew Ioannou | |||
Title: | Executive Vice President, Finance & Acquisitions and Treasurer | |||
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST | ||||
By: |
/s/ Andrew Ioannou |
|||
Name: | Name: Andrew Ioannou | |||
Title: | Executive Vice President, Finance & Acquisitions and Treasurer |
[Signatures Continue on Following Page]
Loan Number: 1009394
[Signature Page to Third Amendment to Amended and Restated Credit Agreement
with PREIT Associates, L.P. et al.]
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and as a Lender | ||
By: |
/s/ Ryan Sansavera |
|
Name: | Ryan Sansavera | |
Title: | Senior Vice President |
[Signatures Continue on Following Page]
Loan Number: 1009394
[Signature Page to Third Amendment to Amended and Restated Credit Agreement
with PREIT Associates, L.P. et al.]
CITIZENS BANK, N.A. | ||
By: |
/s/ Adrienne Bain |
|
Name: | Adrienne Bain | |
Title: | Authorized Signer |
[Signatures Continue on Following Page]
Loan Number: 1009394
[Signature Page to Third Amendment to Amended and Restated Credit Agreement
with PREIT Associates, L.P. et al.]
MANUFACTURERS AND TRADERS TRUST COMPANY | ||
By: |
/s/ Glenn L. Best |
|
Name: | Glenn L. Best | |
Title: | Vice President |
[Signatures Continue on Following Page]
Loan Number: 1009394
[Signature Page to Third Amendment to Amended and Restated Credit Agreement
with PREIT Associates, L.P. et al.]
JPMORGAN CHASE BANK, N.A. | ||
By: |
/s/ Dianne M. Stark |
|
Name: | Dianne M. Stark | |
Title: | Authorized Officer |
[Signatures Continue on Following Page]
Loan Number: 1009394
[Signature Page to Third Amendment to Amended and Restated Credit Agreement
with PREIT Associates, L.P. et al.]
PNC BANK, NATIONAL ASSOCIATION | ||
By: |
/s/ Shari L. Reams-Henofer |
|
Name: | Shari L. Reams-Henofer | |
Title: | Senior Vice President |
[Signatures Continue on Following Page]
Loan Number: 1009394
[Signature Page to Third Amendment to Amended and Restated Credit Agreement
with PREIT Associates, L.P. et al.]
ASSOCIATED BANK, NATIONAL ASSOCIATION | ||
By: |
/s/ Adam Harding |
|
Name: | Adam Harding | |
Title: | Vice President |
Exhibit 10.2
Loan Number: 1009394
ANNEX A
FORM OF GUARANTOR ACKNOWLEDGEMENT
THIS GUARANTOR ACKNOWLEDGEMENT dated as of September 30, 2020 (this Acknowledgement) executed by each of the undersigned (the Guarantors) in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the Administrative Agent), and each Lender a party to the Credit Agreement referred to below (collectively, the Lenders).
WHEREAS, PREIT ASSOCIATES, L.P., a Delaware limited partnership (PREIT), PREIT-RUBIN, INC., a Pennsylvania corporation, PENNSYLVANIA REAL ESTATE INVESTMENT TRUST, a Pennsylvania business trust (the Parent; together with PREIT and PREIT-RUIBN each individually, a Borrower and collectively, the Borrower), the Lenders, the Administrative Agent and certain other parties have entered into that certain Amended and Restated Credit Agreement dated as of May 24, 2018 (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 May 24, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the Guaranty) pursuant to which they guarantied, among other things, the Borrowers obligations under the Credit Agreement on the terms and conditions contained in the Guaranty;
WHEREAS, the Borrower, the Administrative Agent and the Lenders are to enter into a Third Amendment to Amended and Restated Credit Agreement, dated as of the date hereof (the Amendment), to amend the terms of the Credit Agreement on the terms and conditions contained therein; and
WHEREAS, it is a condition precedent to the effectiveness of the Amendment 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 COMMONWEALTH OF PENNSYLVANIA APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH COMMONWEALTH.
Section 3. Release of Claims.
(a) Guarantor hereby ratifies, reaffirms and acknowledges that the Guaranty represents its valid, enforceable and collectible obligations, and that it has no existing claims, defenses (personal or otherwise) or rights of setoff with respect thereto. Guarantor hereby acknowledges and agrees that, through the date hereof, each of the Administrative Agent and the Lenders has acted in good faith and has conducted itself in a commercially reasonable manner in its relationships with the
Annex A
Loan Number: 1009394
Borrower, the Parent and Guarantor in connection with the Loans. Guarantor hereby releases the Administrative Agent, Lenders, and their respective parent corporations, subsidiaries and affiliates, any holder of or participant in a Loan, and each of their respective present and former officers, directors, shareholders, representatives, consultants, attorneys, employees and agents thereof, and their respective heirs, personal representatives, successors and assigns (collectively, the Released Parties), from any and all claims, liabilities, damages, actions and causes of action of every nature or character (collectively, the Claims), known or unknown, direct or indirect, at law or in equity, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the date hereof, relating to the Loans, the Guaranty, the administration of the Loans, the Credit Agreement, any of the other Loan Documents or the modifications described in the Amendment.
(b) In entering into this Acknowledgement, the Guarantor has consulted with, and been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity hereof. The provisions of this Section 3 shall survive the termination of the Credit Agreement, the other Loan Documents, and the payment in full of the Obligations under the Credit Agreement.
Section 4. 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.
[Signatures Appear on Following Page]
Annex A Guarantor Acknowledgement
Loan Number: 1009394
IN WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guarantor Acknowledgement as of the date and year first written above.
[Signatures Continued on Next Page]
Annex A Guarantor Acknowledgement
Loan Number: 1009394
PR EXTON LLC | ||||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR EXTON LIMITED PARTNERSHIP | ||||||||
By: | PR Exton LLC, general partner | |||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR EXTON OUTPARCEL GP, LLC | ||||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR EXTON OUTPARCEL HOLDINGS, LP | ||||||||
By: | PR Exton Outparcel GP, LLC, general partner | |||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR EXTON OUTPARCEL LIMITED PARTNERSHIP | ||||||||
By: | PR Exton Outparcel GP, LLC, general partner | |||||||
By: | PREIT Associates, L.P., sole member | |||||||
XGP LLC | ||||||||
By: | PR Exton Limited Partnership, sole member | |||||||
By: | PR Exton LLC, general partner | |||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR EXTON SQUARE PROPERTY L.P. | ||||||||
By: | XGP LLC, general partner | |||||||
By: | PR Exton Limited Partnership, sole member | |||||||
By: | PR Exton LLC, general partner | |||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR FIN DELAWARE, LLC | ||||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR FINANCING II LLC | ||||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR FINANCING I LLC | ||||||||
By: | PREIT Associates, L.P., member and | |||||||
By: | PR Financing II LLC, member | |||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR FINANCING LIMITED PARTNERSHIP, | ||||||||
By: | PR Financing I LLC, general partner | |||||||
By: | PREIT Associates, L.P., member and | |||||||
By: | PR Financing II LLC, member | |||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR GAINESVILLE LLC | ||||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR GAINESVILLE LIMITED PARTNERSHIP | ||||||||
By: PR Gainesville LLC, general partner | ||||||||
By: | PREIT Associates, L.P., sole member | |||||||
By: | Pennsylvania Real Estate Investment Trust, general partner | |||||||
By: |
/s/ Andrew Ioannou |
|||||||
Name: | Andrew Ioannou | |||||||
Title: | Executive Vice President, Finance & Acquisitions and Treasurer |
[Signatures Continued on Next Page]
Annex A Guarantor Acknowledgement
Loan Number: 1009394
PR GV LLC | ||||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR GV LP | ||||||||
By: | PR GV LLC, general partner | |||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR PRINCE GEORGES PLAZA LLC | ||||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR HYATTSVILLE LLC | ||||||||
By: | PR Prince Georges Plaza LLC, sole member | |||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR JK LLC | ||||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR JACKSONVILLE LLC | ||||||||
By: | PREIT Associates, L.P. member and | |||||||
By: | PR JK LLC, member | |||||||
By: PREIT Associates, L.P., sole member | ||||||||
PR JACKSONVILLE LIMITED PARTNERSHIP | ||||||||
By: | PR Jacksonville LLC, general partner | |||||||
By: | PREIT Associates, L.P., member and | |||||||
By: | PR JK LLC, member | |||||||
By: | PREIT Associates, sole member | |||||||
PR MAGNOLIA LLC | ||||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR VALLEY ANCHOR-S, LLC | ||||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR WOODLAND ANCHOR-S, LLC | ||||||||
By: | PREIT Associates, L.P., sole member | |||||||
By: | Pennsylvania Real Estate Investment Trust, general partner | |||||||
By: |
/s/ Andrew Ioannou |
|||||||
Name: | Andrew Ioannou | |||||||
Title: | Executive Vice President, Finance & Acquisitions and Treasurer |
[Signatures Continued on Next Page]
Annex A Guarantor Acknowledgement
Loan Number: 1009394
PR PLYMOUTH ANCHOR-M, LLC | ||||
By: | PREIT Associates, L.P., sole member | |||
PR PLYMOUTH ANCHOR-M, L.P. | ||||
By: | PR Plymouth Anchor-M, LLC, general partner | |||
By: | PREIT Associates, L.P., sole member | |||
PR PM PC ASSOCIATES LLC | ||||
By: | PREIT Associates, L.P., sole member | |||
PR PLYMOUTH MEETING ASSOCIATES PC LP | ||||
By: | PR PM PC Associates LLC, general partner | |||
By: | PREIT Associates, L.P., sole member | |||
PR PLYMOUTH MEETING LLC | ||||
By: | PREIT Associates, L.P., sole member | |||
PR PLYMOUTH MEETING LIMITED PARTNERSHIP | ||||
By: | PR Plymouth Meeting LLC, general partner | |||
By: | PREIT Associates, L.P., sole member | |||
PR PM PC ASSOCIATES LP | ||||
By: | PR PM PC Associates LLC, general partner | |||
By: | PREIT Associates, L.P., sole member | |||
By: | Pennsylvania Real Estate Investment Trust, general partner | |||
By: |
/s/ Andrew Ioannou |
|||
Name: | Andrew Ioannou | |||
Title: | Executive Vice President, Finance & Acquisitions and Treasurer |
[Signatures Continued on Next Page]
Annex A Guarantor Acknowledgement
Loan Number: 1009394
[Signatures Continued on Next Page]
Annex A Guarantor Acknowledgement
Loan Number: 1009394
PR SUNRISE OUTPARCEL 2, LLC | ||||
PR VALLEY SOLAR LLC | ||||
By: PREIT RUBIN, Inc., sole member | ||||
By: |
/s/ Andrew Ioannou |
|||
Name: | Andrew Ioannou | |||
Title: | Executive Vice President, Finance & Acquisitions and Treasurer | |||
PREIT RUBIN, INC. | ||||
By: |
/s/ Andrew Ioannou |
|||
Name: | Andrew Ioannou | |||
Title: | Executive Vice President, Finance & Acquisitions and Treasurer | |||
PREIT RUBIN OP, INC. | ||||
By: |
/s/ Andrew Ioannou |
|||
Name: | Andrew Ioannou | |||
Title: | Executive Vice President and Assistant Treasurer |
[Signatures Continued on Next Page]
Annex A Guarantor Acknowledgement
Loan Number: 1009394
PR CAPITAL CITY LIMITED PARTNERSHIP | ||||||||
By: | PR Capital City LLC, general partner | |||||||
By: | PREIT Associates, L.P., its member | |||||||
By: | PR CC II LLC, its member | |||||||
By: | PREIT Associates, L.P., its sole member | |||||||
PR CC LIMITED PARTNERSHIP | ||||||||
By: | PR CC I LLC, general partner | |||||||
By: | PREIT Associates, L.P., its member | |||||||
By: | PR CC II LLC, its member | |||||||
By: | PREIT Associates, L.P., its sole member | |||||||
PR CAPITAL CITY LLC | ||||||||
By: | PREIT Associates, L.P., its member | |||||||
By: | PR CC II LLC, its member | |||||||
By: | PREIT Associates, L.P., its sole member | |||||||
PR CC I LLC | ||||||||
By: | PREIT Associates, L.P., its member | |||||||
By: | PR CC II LLC, its member | |||||||
By: | PREIT Associates, L.P., its sole member | |||||||
PR CC II LLC | ||||||||
By: | PREIT Associates, L.P., its sole member | |||||||
By: | Pennsylvania Real Estate Investment Trust, its general partner | |||||||
By: |
/s/ Andrew Ioannou |
|||||||
Name: | Andrew Ioannou | |||||||
Title: | Executive Vice President, Finance & Acquisitions and Treasurer |
Address for Notices for all Guarantors:
c/o PREIT Associates, L.P.
2005 Market Street
Suite 1000
Philadelphia, PA 19103
Attention: Andrew Ioannou
Telephone: (215) 875-0700
Telecopy: (215) 546-7311
Annex A Guarantor Acknowledgement
Exhibit 10.3
Loan Number: 1019791
Execution Version
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this Amendment) dated as of September 30, 2020, by and among PREIT ASSOCIATES, L.P., a Delaware limited partnership (PREIT), PREIT-RUBIN, INC., a Pennsylvania corporation (PREIT-RUBIN), PENNSYLVANIA REAL ESTATE INVESTMENT TRUST, a Pennsylvania business trust (the Parent; together with PREIT and PREIT-RUBIN each individually, a Borrower and collectively, the Borrower), each of the Lenders (as defined below) and WELLS FARGO BANK, NATIONAL ASSOCIATION (the Administrative Agent).
WHEREAS, the Borrower, each of the financial institutions initially a signatory thereto together with their assignees pursuant to Section 11.6.(b) (the Lenders), and the Administrative Agent have entered into that certain Credit Agreement, dated as of August 11, 2020 (the Existing Bridge Credit Agreement); and
WHEREAS, the Borrower, the Lenders and the Administrative Agent desire to amend certain provisions of the Existing Bridge Credit Agreement to (i) extend the Term Loan Maturity Date to October 31, 2020, and (ii) to provide that the Commitments may be increased by up to $25,000,000, in each case subject to the terms and conditions contained herein (the Existing Bridge Credit Agreement, as amended pursuant to this Amendment and as hereafter further amended, restated, supplemented or otherwise modified from time to time, the Bridge Credit Agreement); and
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:
Section 1 Amendments to Bridge Credit Agreement. Upon the effectiveness of this Amendment, the parties hereto agree that the Existing Bridge Credit Agreement is amended as follows:
(a) Section 1.1 of the Bridge Credit Agreement is amended by adding the following defined terms thereto in alphabetical order:
First Amendment means that certain First Amendment to Credit Agreement, dated as of September 30, 2020, among the Borrower, the Lenders and the Administrative Agent.
First Amendment Effective Date means September 30, 2020.
Eighth Amendment to Existing Term Loan Agreement means that certain Eighth Amendment to Seven-Year Term Loan Agreement, dated as of the First Amendment Effective Date, by and among PREIT, PREIT-RUBIN, the Parent, the financial institutions party thereto as Lenders, Wells Fargo, as Administrative Agent, and the other parties thereto.
Third Amendment to Existing Revolving Credit Agreement means that certain Third Amendment to Amended and Restated Credit Agreement, dated as of the First Amendment Effective Date, by and among PREIT, PREIT-RUBIN, the Parent, the financial institutions party thereto as Lenders, Wells Fargo, as Administrative Agent, and the other parties thereto.
Loan Number: 1019791
(b) The following defined terms in Section 1.1 of the Bridge Credit Agreement are hereby amended and restated in their entirety to read as follows:
Existing Term Loan Agreement means that certain Seven-Year Term Loan Agreement, dated as of January 8, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time), by and among PREIT, PREIT-RUBIN, the Parent, the financial institutions party thereto as Lenders, Wells Fargo, as Administrative Agent, and the other parties thereto.
Existing Revolving Credit Agreement means that certain Amended and Restated Credit Agreement, dated as of May 24, 2018 (as amended, amended and restated, supplemented or otherwise modified from time to time), by and among PREIT, PREIT-RUBIN, the Parent, the financial institutions party thereto as Lenders, Wells Fargo, as Administrative Agent, and the other parties thereto.
Term Loan Maturity Date means the date that is the earlier of (a) October 31, 2020, or (b) the date the Obligations have been accelerated in accordance with the terms herein.
(c) All references in the Bridge Credit Agreement to the Existing Revolving Credit Agreement as of the date hereof after giving effect to the Second Amendment to Existing Revolving Credit Agreement shall hereafter be references to the Existing Revolving Credit Agreement as of the First Amendment Effective Date after giving effect to the Third Amendment to Existing Revolving Credit Agreement.
(d) Section 7.3(b) of the Bridge Credit Agreement is hereby deleted in its entirety and replaced with [Reserved]..
(e) Section 8.2 of the Bridge Credit Agreement is hereby deleted in its entirety and replaced with [Reserved]..
Section 2 Increase in Commitments. The Borrower shall have the right to request, on or after October 8, 2020, up to two increases in the aggregate amount of the Commitments by up to Twenty Five Million Dollars ($25,000,000). The Administrative Agent, in consultation with the Borrowers, shall manage all aspects of the syndication of such increases in the Commitments, which may only be provided by an existing Lender, and the allocations of the increases in the Commitments among such existing Lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment. If any existing Lender is increasing its Commitment, such Lender shall on the date it increases its Commitment (and as a condition thereto) purchase from the other Lenders its Pro Rata Share (determined with respect to the Lenders relative Commitments and after giving effect to the increase of Commitments) of any outstanding principal of the Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of: (a) the portion of the outstanding principal amount of the Loan to be purchased by such Lender; plus (b) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of the Loan. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent (together with any other conditions precedent imposed by Administrative Agent and the Lenders in their sole and absolute discretion): (i) no Default or Event of Default shall be in existence on the effective date of such increase; (ii) the Administrative Agent shall have consented to the increase in the Commitments in its sole and absolute discretion; (iii) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document shall be true and correct in all material respects (except in the case of a representation or warranty qualified by
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Loan Number: 1019791
materiality, in which case such representation and warranty shall be true and correct in all respects) except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties 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) on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; (iv) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (A) such agreements, amendments, promissory notes, documents, certificates and instruments as the Administrative Agent shall reasonably require to evidence the increase in the Commitments; (B) an acknowledgement and ratification by each Guarantor of its obligations under the Guaranty and the Security Documents substantially in the form of Annex A attached hereto; (C) if reasonably requested by the Administrative Agent, an opinion of counsel to the Borrower and each Guarantor, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (D) if available and reasonably requested by the Administrative Agent, endorsements to the title policies issued by the Title Company dating down the effective date of such title policies and increasing the aggregate insured amount of such title policies by the amount of such increase in the Commitments.
Section 3 Conditions Precedent. The effectiveness of this Amendment 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 Amendment duly executed by the Borrower and the Administrative Agent and each of the Lenders;
(b) a Guarantor Acknowledgement substantially in the form of Annex A attached hereto, executed by each Guarantor;
(c) payment by the Borrower to the Administrative Agent, for the ratable benefit of each Lender, an extension fee in an amount equal to 0.05% of the sum of (x) the aggregate amount of the Term Loan Commitments of all Lenders plus (y) the aggregate amount of all outstanding Term Loans;
(d) if available and reasonably requested by the Administrative Agent, a modification endorsement to each title insurance policy insuring the continued enforceability of the Mortgages and first priority of the Liens created under the Mortgages free of any other Liens except for Permitted Liens;
(e) each Lender shall have completed its internal flood compliance requirements;
(f) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of the Borrower, each other Loan Party of all corporate, partnership, member or other necessary action taken by each such Loan Party to authorize the execution, delivery and performance of this Amendment and the other Loan Documents to which it is a party;
(g) evidence that all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including, without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid;
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Loan Number: 1019791
(h) with respect to each Mortgaged Property, duly executed and delivered modifications to each Mortgage, to the extent reasonably required by the Administrative Agent, in form and substance reasonably acceptable to the Administrative Agent, which shall have been submitted for recordation in the appropriate county recorders office, and all applicable fees and taxes (including any documentary stamp taxes and mortgage recording taxes) shall have been paid in connection therewith; and
(i) each of the Eighth Amendment to Existing Term Loan Agreement and the Third Amendment to Existing Revolving Credit Agreement shall have become effective in accordance with the terms thereto.
Section 4 Representations. Each Borrower represents and warrants to the Administrative Agent and the Lenders that:
(a) Authorization. Each Borrower has the right and power, and has taken all necessary action to authorize, execute and deliver this Amendment and the other Loan Documents to which such Borrower is a party and being executed and delivered in connection with this Amendment (together with this Amendment, collectively the Amendment Documents) and to perform its obligations under the Amendment Documents and under the Existing Bridge Credit Agreement, as amended by this Amendment, in accordance with their respective terms. Each Amendment Document has been duly executed and delivered by a duly authorized signatory of each Borrower or a general partner of such Borrower, as applicable and the Amendment Documents and the Existing Bridge Credit Agreement, as amended by this Amendment, are legal, valid and binding obligations of each Borrower and are enforceable against such Persons in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, fraudulent conveyance and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained in the Amendment Documents or in the Bridge Credit Agreement may be limited by equitable principles generally.
(b) Compliance with Laws, etc. The execution and delivery by each Borrower of the Amendment Documents and the performance by each Borrower of the Amendment Documents and the Existing Bridge Credit Agreement, as amended by this Amendment, in accordance with their respective terms, do not and will not, by the passage of time, the giving of notice, or both: (i) require any Governmental Approval or violate any Applicable Law (including all Environmental Laws) relating to any Loan Party or any other Subsidiary; (ii) result in a breach of or constitute a default under the declaration of trust, certificate or articles of incorporation, bylaws, partnership agreement or other organizational documents of any Loan Party or any other Subsidiary, or any indenture, agreement or other instrument to which any Loan Party or any other Subsidiary is a party or by which it or any of its respective properties may be bound; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by any Loan Party or any other Subsidiary other than in favor of the Administrative Agent for the benefit of the Lenders.
(c) No Default. As of the date hereof, after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.
Section 5 Reaffirmation of Representations. Each Borrower hereby certifies that as of the date hereof the representations and warranties made or deemed made by such Borrower to the Administrative Agent and the Lenders in the Existing Bridge Credit Agreement and the other Loan Documents to which the Parent or such Borrower is a party are true and correct in all material respects
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Loan Number: 1019791
(except in the case of a representation or warranty qualified by materiality, in which case such representation and warranty is true and correct in all respects) except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties were 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 was true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; provided, that the representation in Section 6.1(l) of the Existing Revolving Credit Agreement, incorporated by reference in the Bridge Credit Agreement, shall be deemed to be qualified by the information disclosed in writing to the Administrative Agent and in the Borrowers reports filed or furnished with the Securities Exchange Commission, in each case, on or before the effective date of this Amendment.
Section 6 Release of Claims.
(a) Each of the Borrower and the Parent hereby ratifies, reaffirms and acknowledges that the Loan Documents and this Amendment represent their valid, enforceable and collectible obligations, and that they have no existing claims, defenses (personal or otherwise) or rights of setoff with respect thereto. Each of the Borrower and the Parent hereby acknowledges and agrees that, through the date hereof, each of the Administrative Agent and the Lenders has acted in good faith and has conducted itself in a commercially reasonable manner in its relationships with the Borrower, the Parent and Guarantor in connection with the Loans. Each of the Borrower and the Parent hereby releases Administrative Agent, Lenders, and their respective parent corporations, subsidiaries and affiliates, any holder of or participant in a Loan, and each of their respective present and former officers, directors, shareholders, representatives, consultants, attorneys, employees and agents thereof, and their respective heirs, personal representatives, successors and assigns (collectively, the Released Parties), from any and all claims, liabilities, damages, actions and causes of action of every nature or character (collectively, the Claims), known or unknown, direct or indirect, at law or in equity, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the date hereof, relating to the Loans, the administration of the Loans, the Bridge Credit Agreement, any of the other Loan Documents or the modifications described in this Amendment.
(b) In entering into this Amendment, each of the Borrower and the Parent has consulted with, and been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity hereof. The provisions of this Section 6 shall survive the termination of the Bridge Credit Agreement, the other Loan Documents, and the payment in full of the Obligations under the Bridge Credit Agreement.
Section 7 Certain References. Each reference to the Bridge Credit Agreement in any of the Loan Documents shall be deemed to be a reference to the Existing Bridge Credit Agreement as amended by this Amendment. This Amendment is a Loan Document.
Section 8 Expenses. The Borrower shall reimburse the Administrative Agent upon demand for all reasonable costs and expenses (including reasonable attorneys fees) incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and the other agreements and documents executed and delivered in connection herewith.
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Loan Number: 1019791
Section 9 Benefits. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
Section 10 GOVERNING LAW. THIS AMENDMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON OR ARISING OUT OF THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Section 11 Effect. Except as expressly herein amended, the terms and conditions of the Existing Bridge Credit Agreement and the other Loan Documents remain in full force and effect. The amendments contained herein shall be deemed to have prospective application only from the date as of which this Amendment is dated. The Existing Bridge Credit Agreement, as amended hereby, is hereby ratified and confirmed in all respects. Nothing in this Amendment shall limit, impair or constitute a waiver of the rights, powers or remedies available to the Administrative Agent or the Lenders under the Bridge Credit Agreement or any other Loan Document.
Section 12 Counterparts. This Amendment 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.
Section 13 Definitions. All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Bridge Credit Agreement.
[Remainder of Page Intentionally Left Blank]
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Loan Number: 1019791
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Credit Agreement to be executed by their authorized officers all as of the day and year first above written.
PREIT ASSOCIATES, L.P. | ||||
By: | Pennsylvania Real Estate Investment Trust, | |||
its general partner | ||||
By: |
/s/ Andrew Ioannou |
|||
Name: | Name: Andrew Ioannou | |||
Title: Executive Vice President, Finance & Acquisitions and Treasurer | ||||
PREIT-RUBIN, INC. | ||||
By: |
/s/ Andrew Ioannou |
|||
Name: | Name: Andrew Ioannou | |||
Title: | Executive Vice President, Finance & Acquisitions and Treasurer | |||
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST | ||||
By: |
/s/ Andrew Ioannou |
|||
Name: | Name: Andrew Ioannou | |||
Title: | Executive Vice President, Finance & Acquisitions and Treasurer |
[Signatures Continue on Following Page]
Loan Number: 1019791
[Signature Page to First Amendment to Credit Agreement
with PREIT Associates, L.P. et al.]
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and as a Lender | ||
By: |
/s/ Ryan Sansavera |
|
Name: | Ryan Sansavera | |
Title: | Senior Vice President |
[Signatures Continue on Following Page]
Loan Number: 1019791
[Signature Page to First Amendment to Credit Agreement
with PREIT Associates, L.P. et al.]
MANUFACTURERS AND TRADERS TRUST COMPANY,
as a Lender |
By: |
/s/ Glenn L. Best |
|
Name: | Glenn L. Best | |
Title: | Vice President |
[Signatures Continue on Following Page]
Loan Number: 1019791
[Signature Page to First Amendment to Credit Agreement
with PREIT Associates, L.P. et al.]
CITIZENS BANK, NATIONAL ASSOCIATION,
as a Lender |
||
By: |
/s/ Adrienne Bain |
|
Name: | Adrienne Bain | |
Title: | Authorized Signer |
[Signatures Continue on Following Page]
Loan Number: 1019791
[Signature Page to First Amendment to Credit Agreement
with PREIT Associates, L.P. et al.]
PNC BANK, NATIONAL ASSOCIATION, as a Lender |
||
By: |
/s/ Shari L. Reams-Henofer |
|
Name: | Shari L. Reams-Henofer | |
Title: | Senior Vice President |
Exhibit 10.3
Loan Number: 1019791
ANNEX A
FORM OF GUARANTOR ACKNOWLEDGEMENT
THIS GUARANTOR ACKNOWLEDGEMENT dated as of September 30, 2020 (this Acknowledgement) executed by each of the undersigned (the Guarantors) in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the Administrative Agent), and each Lender a party to the Credit Agreement referred to below (collectively, the Lenders).
WHEREAS, PREIT ASSOCIATES, L.P., a Delaware limited partnership (PREIT), PREIT-RUBIN, INC., a Pennsylvania corporation, PENNSYLVANIA REAL ESTATE INVESTMENT TRUST, a Pennsylvania business trust (the Parent; together with PREIT and PREIT-RUIBN each individually, a Borrower and collectively, the Borrower), the Lenders, the Administrative Agent and certain other parties have entered into that certain Credit Agreement dated as of August 11, 2020 (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 August 11, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the Guaranty) pursuant to which they guarantied, among other things, the Borrowers obligations under the Credit Agreement on the terms and conditions contained in the Guaranty;
WHEREAS, the Borrower, the Administrative Agent and the Lenders are to enter into an First Amendment to Credit Agreement, dated as of the date hereof (the Amendment), to amend the terms of the Credit Agreement on the terms and conditions contained therein; and
WHEREAS, it is a condition precedent to the effectiveness of the Amendment 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. Each Guarantor which is a party to any of the Security Documents hereby reaffirms its continuing obligations under such Security Documents and agrees that the transactions contemplated by the Amendment shall not in any way affect the validity and enforceability of any of the Security Documents, or reduce, impair or discharge the obligations of such Guarantor thereunder.
Section 2. Governing Law. THIS ACKNOWLEDGEMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON OR ARISING OUT OF THIS ACKNOWLEDGMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Annex A Form of Guarantor Acknowledgement
Loan Number: 1019791
Section 3. Release of Claims.
(a) Guarantor hereby ratifies, reaffirms and acknowledges that the Guaranty represents its valid, enforceable and collectible obligations, and that it has no existing claims, defenses (personal or otherwise) or rights of setoff with respect thereto. Guarantor hereby acknowledges and agrees that, through the date hereof, each of the Administrative Agent and the Lenders has acted in good faith and has conducted itself in a commercially reasonable manner in its relationships with the Borrower, the Parent and Guarantor in connection with the Loans. Guarantor hereby releases the Administrative Agent, Lenders, and their respective parent corporations, subsidiaries and affiliates, any holder of or participant in a Loan, and each of their respective present and former officers, directors, shareholders, representatives, consultants, attorneys, employees and agents thereof, and their respective heirs, personal representatives, successors and assigns (collectively, the Released Parties), from any and all claims, liabilities, damages, actions and causes of action of every nature or character (collectively, the Claims), known or unknown, direct or indirect, at law or in equity, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the date hereof, relating to the Loans, the Guaranty, the administration of the Loans, the Credit Agreement, any of the other Loan Documents or the modifications described in the Amendment.
(b) In entering into this Acknowledgement, the Guarantor has consulted with, and been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity hereof. The provisions of this Section 3 shall survive the termination of the Credit Agreement, the other Loan Documents, and the payment in full of the Obligations under the Credit Agreement.
Section 4. 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.
[Signatures Appear on Following Page]
Annex A Form of Guarantor Acknowledgement
Loan Number: 1019791
IN WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guarantor Acknowledgement as of the date and year first written above.
[Signatures Continued on Next Page]
Annex A Form of Guarantor Acknowledgement
Exhibit 10.3
Loan Number: 1019791
PR EXTON LLC | ||||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR EXTON LIMITED PARTNERSHIP | ||||||||
By: | PR Exton LLC, general partner | |||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR EXTON OUTPARCEL GP, LLC | ||||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR EXTON OUTPARCEL HOLDINGS, LP | ||||||||
By: | PR Exton Outparcel GP, LLC, general partner | |||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR EXTON OUTPARCEL LIMITED PARTNERSHIP | ||||||||
By: | PR Exton Outparcel GP, LLC, general partner | |||||||
By: | PREIT Associates, L.P., sole member | |||||||
XGP LLC | ||||||||
By: | PR Exton Limited Partnership, sole member | |||||||
By: | PR Exton LLC, general partner | |||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR EXTON SQUARE PROPERTY L.P. | ||||||||
By: | XGP LLC, general partner | |||||||
By: | PR Exton Limited Partnership, sole member | |||||||
By: | PR Exton LLC, general partner | |||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR FIN DELAWARE, LLC | ||||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR FINANCING II LLC | ||||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR FINANCING I LLC | ||||||||
By: | PREIT Associates, L.P., member and | |||||||
By: | PR Financing II LLC, member | |||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR FINANCING LIMITED PARTNERSHIP, | ||||||||
By: | PR Financing I LLC, general partner | |||||||
By: | PREIT Associates, L.P., member and | |||||||
By: | PR Financing II LLC, member | |||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR GAINESVILLE LLC | ||||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR GAINESVILLE LIMITED PARTNERSHIP | ||||||||
By: PR Gainesville LLC, general partner | ||||||||
By: | PREIT Associates, L.P., sole member | |||||||
By: | Pennsylvania Real Estate Investment Trust, general partner | |||||||
By: |
/s/ Andrew Ioannou |
|||||||
Name: | Andrew Ioannou | |||||||
Title: | Executive Vice President, Finance & Acquisitions and Treasurer |
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Annex A Form of Guarantor Acknowledgement
Loan Number: 1019791
PR GV LLC | ||||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR GV LP | ||||||||
By: | PR GV LLC, general partner | |||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR PRINCE GEORGES PLAZA LLC | ||||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR HYATTSVILLE LLC | ||||||||
By: | PR Prince Georges Plaza LLC, sole member | |||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR JK LLC | ||||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR JACKSONVILLE LLC | ||||||||
By: | PREIT Associates, L.P. member and | |||||||
By: | PR JK LLC, member | |||||||
By: PREIT Associates, L.P., sole member | ||||||||
PR JACKSONVILLE LIMITED PARTNERSHIP | ||||||||
By: | PR Jacksonville LLC, general partner | |||||||
By: | PREIT Associates, L.P., member and | |||||||
By: | PR JK LLC, member | |||||||
By: | PREIT Associates, sole member | |||||||
PR MAGNOLIA LLC | ||||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR VALLEY ANCHOR-S, LLC | ||||||||
By: | PREIT Associates, L.P., sole member | |||||||
PR WOODLAND ANCHOR-S, LLC | ||||||||
By: | PREIT Associates, L.P., sole member | |||||||
By: | Pennsylvania Real Estate Investment Trust, general partner | |||||||
By: |
/s/ Andrew Ioannou |
|||||||
Name: | Andrew Ioannou | |||||||
Title: | Executive Vice President, Finance & Acquisitions and Treasurer |
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Annex A Form of Guarantor Acknowledgement
Loan Number: 1019791
PR PLYMOUTH ANCHOR-M, LLC | ||||
By: | PREIT Associates, L.P., sole member | |||
PR PLYMOUTH ANCHOR-M, L.P. | ||||
By: | PR Plymouth Anchor-M, LLC, general partner | |||
By: | PREIT Associates, L.P., sole member | |||
PR PM PC ASSOCIATES LLC | ||||
By: | PREIT Associates, L.P., sole member | |||
PR PLYMOUTH MEETING ASSOCIATES PC LP | ||||
By: | PR PM PC Associates LLC, general partner | |||
By: | PREIT Associates, L.P., sole member | |||
PR PLYMOUTH MEETING LLC | ||||
By: | PREIT Associates, L.P., sole member | |||
PR PLYMOUTH MEETING LIMITED PARTNERSHIP | ||||
By: | PR Plymouth Meeting LLC, general partner | |||
By: | PREIT Associates, L.P., sole member | |||
PR PM PC ASSOCIATES LP | ||||
By: | PR PM PC Associates LLC, general partner | |||
By: | PREIT Associates, L.P., sole member | |||
By: | Pennsylvania Real Estate Investment Trust, general partner | |||
By: |
/s/ Andrew Ioannou |
|||
Name: | Andrew Ioannou | |||
Title: | Executive Vice President, Finance & Acquisitions and Treasurer |
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Annex A Form of Guarantor Acknowledgement
Loan Number: 1019791
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Annex A Form of Guarantor Acknowledgement
Loan Number: 1019791
PR SUNRISE OUTPARCEL 2, LLC | ||||
PR VALLEY SOLAR LLC | ||||
By: PREIT RUBIN, Inc., sole member | ||||
By: |
/s/ Andrew Ioannou |
|||
Name: | Andrew Ioannou | |||
Title: | Executive Vice President, Finance & Acquisitions and Treasurer | |||
PREIT RUBIN, INC. | ||||
By: |
/s/ Andrew Ioannou |
|||
Name: | Andrew Ioannou | |||
Title: | Executive Vice President, Finance & Acquisitions and Treasurer | |||
PREIT RUBIN OP, INC. | ||||
By: |
/s/ Andrew Ioannou |
|||
Name: | Andrew Ioannou | |||
Title: | Executive Vice President, and Assistant Treasurer |
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Annex A Form of Guarantor Acknowledgement
Loan Number: 1019791
PR CAPITAL CITY LIMITED PARTNERSHIP | ||||||||
By: | PR Capital City LLC, general partner | |||||||
By: | PREIT Associates, L.P., its member | |||||||
By: | PR CC II LLC, its member | |||||||
By: | PREIT Associates, L.P., its sole member | |||||||
PR CC LIMITED PARTNERSHIP | ||||||||
By: | PR CC I LLC, general partner | |||||||
By: | PREIT Associates, L.P., its member | |||||||
By: | PR CC II LLC, its member | |||||||
By: | PREIT Associates, L.P., its sole member | |||||||
PR CAPITAL CITY LLC | ||||||||
By: | PREIT Associates, L.P., its member | |||||||
By: | PR CC II LLC, its member | |||||||
By: | PREIT Associates, L.P., its sole member | |||||||
PR CC I LLC | ||||||||
By: | PREIT Associates, L.P., its member | |||||||
By: | PR CC II LLC, its member | |||||||
By: | PREIT Associates, L.P., its sole member | |||||||
PR CC II LLC | ||||||||
By: | PREIT Associates, L.P., its sole member | |||||||
By: | Pennsylvania Real Estate Investment Trust, its general partner | |||||||
By: |
/s/ Andrew Ioannou |
|||||||
Name: | Andrew Ioannou | |||||||
Title: | Executive Vice President, Finance & Acquisitions and Treasurer |
Address for Notices for all Guarantors:
c/o PREIT Associates, L.P.
2005 Market Street
Suite 1000
Philadelphia, PA 19103
Attention: Andrew Ioannou
Telephone: (215) 875-0700
Telecopy: (215) 546-7311
Annex A Form of Guarantor Acknowledgement