PENNSYLVANIA REAL ESTATE INVESTMENT TRUST (Form: 8-K, Received: 03/31/2020 16:55:33)

Pennsylvania

(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

(Address of Principal Executive Offices)

(Zip Code)

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): March 30, 2020

Pennsylvania Real Estate Investment Trust

(Exact Name of Registrant as Specified in its Charter)

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 March 30, 2020, Pennsylvania Real Estate Investment Trust (“PREIT” or the “Company”), PREIT Associates, L.P. and PREIT-RUBIN, Inc. (collectively with PREIT and PREIT Associates, L.P., the “Borrower”) entered into (a) a Sixth 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 and (b) a First Amendment to Amended and Restated Credit Agreement (the “2018 Credit Agreement Amendment” and, together with the 7-Year Term Loan Amendment, the “Loan Amendments”), 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.

The primary purpose of the Borrower in entering into the Loan Amendments is to provide certain debt covenant relief through September 30, 2020.

7-Year Term Loan Amendment

Among other things, the 7-Year Term Loan Amendment:

(i) modifies certain definitions, including Adjusted EBITDA, Adjusted NOI and Gross Asset Value;

(ii) adjusts the applicable margin pricing grid to add a new tier applicable when the ratio of total liabilities to gross asset value equals or exceeds 0.600 to 1.000, and that new tier of applicable margin took effect immediately upon the effectiveness of the 7-Year Term Loan Amendment and will remain in effect at least through the end of the fiscal quarter ending June 30, 2020;

(iii) adds a mandatory prepayment provision requiring that the Borrower prepay the Loans under the 7-Year Term Loan in an amount equal to 45.45% of any Net Cash Proceeds received from certain Capital Events (provided that any Net Cash Proceeds from Capital Events in excess of $150,000,000 must be applied 50% toward repayment of outstanding Revolving Loans under the 2018 Credit Agreement with 45.45% of the remaining 50% applied to prepay the Loans under the 7-Year Term Loan), subject to certain exceptions;

(iv) adds monthly principal amortization payments of $909,090.91 for the months of April, May, June, July, August and September of 2020;

(v) amends certain financial covenants as follows: (i) the Ratio of Total Liabilities to Gross Asset Value (such that the ratio must not exceed 0.65 to 1.00 at any time prior to and including September 30, 2020, or 0.60 to 1.00 at any time thereafter, subject to certain exceptions), (ii) the Ratio of Adjusted EBITDA to Fixed Charges (such that the ratio must not be less than 1.40 to 1.00 for any period ending on or before September 30, 2020, or 1.50 to 1.00 for any period ending thereafter), and (iii) Unencumbered Debt Yield (such that the Unencumbered Debt Yield must be at least (A) 10.0% at any time prior to September 30, 2020, (B) 11.25% any time after September 30, 2020 through and including June 30, 2021, and (C) 11.50% at any time thereafter);

(vi) adds a covenant restricting the Borrower and Guarantors (and any Subsidiary thereof) from incurring additional Indebtedness (subject to certain exceptions);

(vii) adds a covenant requiring the Borrower to maintain unrestricted cash liquidity of $25,000,000 at all times prior to September 30, 2020;

(viii) requires that the Borrower work diligently and in good faith with the Administrative Agent and the Lenders toward an additional modification of the 7-Year Term Loan and related indebtedness that refinances or restructures such indebtedness; and

(ix) prohibits the Borrower from entering into a sale-leaseback or any similar transaction with respect to Unencumbered Property without the Requisite Lenders’ consent, subject to certain exceptions.

The 7-Year Term Loan contains other affirmative and negative covenants customarily found in facilities of its type that remain unchanged under the 7-Year Term Loan Amendment and are described in PREIT’s Annual Report on Form 10-K for the year ended December 31, 2019. 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 description above is qualified in its entirety by reference to the 7-Year Term Loan Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

2018 Credit Agreement Amendment

Among other things, the 2018 Credit Agreement Amendment:

(i) modifies certain definitions, including Adjusted EBITDA, Adjusted NOI and Gross Asset Value in a manner consistent with the 7-Year Term Loan Amendment;

(ii) adjusts the applicable margin pricing grid to add a new tier applicable when the ratio of total liabilities to gross asset value equals or exceeds 0.600 to 1.000, and that new tier of applicable margin took effect immediately upon the effectiveness of the 2018 Credit Agreement Amendment and will remain in effect at least through the end of the fiscal quarter ending June 30, 2020;

(iii) adds a mandatory prepayment provision requiring that (i) the Borrower prepay the Term Loans under the 2018 Credit Agreement in an amount equal to 54.55% of any Net Cash Proceeds received from certain Capital Events (provided that any Net Cash Proceeds from Capital Events in excess of $150,000,000 must be applied 50% toward repayment of outstanding Revolving Loans under the 2018 Credit Agreement with 54.55% of the remaining 50% applied to prepay the Term Loans under the 2018 Credit Agreement), subject to certain exceptions and (ii) if the Borrower has greater than $50,000,000 of unrestricted cash on its balance sheet for five consecutive days any time prior to September 30, 2020, that the Borrower prepay the Revolving Loans with its excess cash above $50,000,000;

(iv) adds monthly principal amortization payments of $1,090,909.09 for the months of April, May, June, July, August and September of 2020;

September 30, 2020, (B) 11.25% any time after September 30, 2020 through and including June 30, 2021, and (C) 11.50% at any time thereafter);

(vi) adds a requirement that Borrower provide calculations evidencing compliance with certain financial covenants at the time of certain credit events after September 30, 2020;

(vii) adds a covenant restricting the Borrower and Guarantors (and any Subsidiary thereof) from incurring additional Indebtedness (subject to certain exceptions);

(viii) adds a covenant requiring the Borrower to maintain unrestricted cash liquidity of $25,000,000 at all times prior to September 30, 2020;

(ix) requires that the Borrower work diligently and in good faith with the Administrative Agent and the Lenders toward an additional modification of the 2018 Credit Agreement and related indebtedness that refinances or restructures such indebtedness;

(x) permanently reduces the aggregate Revolving Commitment under the 2018 Credit Agreement by $25,000,000 to $375,000,000; and

(xi) prohibits the Borrower from entering into a sale-leaseback or any similar transaction with respect to Unencumbered Property without the Requisite Lenders’ consent, subject to certain exceptions.

The 2018 Credit Agreement contains other affirmative and negative covenants customarily found in facilities of its type that remain unchanged under the 2018 Credit Agreement Amendment and are described in PREIT’s Annual Report on Form 10-K for the year ended December 31, 2019. All capitalized terms used above to describe the 2018 Credit Agreement Amendment in this Current Report on Form 8-K and not otherwise defined herein have the meanings ascribed to such terms in the 2018 Credit Agreement. The description above is qualified in its entirety by reference to the 2018 Credit Agreement Amendment, which is filed as Exhibit 10.2 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 30, 2020, the Board of Trustees (the “Board”) of PREIT adopted an amendment (the “Trust Agreement Amendment”) to PREIT’s Amended and Restated Trust Agreement, as amended (the “Trust Agreement”) to expressly permit PREIT to hold its Annual Meeting of Shareholders by means of the Internet or other electronic communications technology. The Trust Agreement Amendment also amended the accompanying provisions related to electronic attendance at such a meeting. The Trust Agreement Amendment became effective on March 31, 2020 upon filing with the Department of State of the Commonwealth of Pennsylvania. A copy of the Trust Agreement Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

On March 30, 2020 the Board also adopted an amendment (the “Bylaws Amendment”) to Section 1.01 of PREIT’s By-laws, as amended (the “Bylaws”) to expressly permit PREIT to hold shareholder

meetings by means of the Internet or other electronic communications technology. The Bylaws Amendment became effective on March 31, 2020. A copy of the Bylaws, as amended through March 31, 2020, which reflects the addition of the Bylaws Amendment, is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated by reference herein.

The Board adopted the Trust Agreement Amendment and the Bylaws Amendment in anticipation of holding the Annual Meeting of Shareholders virtually due to health concerns associated with the COVID-19 global pandemic.

Item 8.01 Other Events.

On March 31, 2020, the Company announced that the Company and its Board have decided to reduce the Company’s quarterly dividend on common shares in an effort to further preserve liquidity to fund its operating business, and ultimately, reduce debt. Beginning with the second quarter dividend, the Company plans to pay a quarterly cash dividend of $0.02 per common share. The payment of future dividends, including the second quarter dividend, is subject to the final determination of the Board, and will be based on future financial condition, results of operations, capital requirements, contractual restrictions, anticipated cash needs, business prospects, and other factors the Board may deem relevant.

On March 31, 2020, the Company also announced that it expects its financial results for the remainder of 2020 to be impacted by continued global economic uncertainty related to the COVID-19 pandemic. Given the evolving nature of the situation, the Company has withdrawn its financial outlook for 2020 provided in its February 25, 2020 earnings press release, which was furnished on a current report on Form 8-K on February 26, 2020. The Company intends to provide a further update in connection with its first quarter earnings announcement.

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, results and dividend payments 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. Due to the unprecedented and rapidly changing social and economic impacts associated with the COVID-19 pandemic on the U.S. and global economies generally, and in particular on the U.S. retail environment, we are unable to predict or estimate the ultimate impact on our business or business prospects. The ultimate significance of COVID-19 on our business will depend on, among other things: the extent and duration of the pandemic, the severity of the disease and the number of people infected with the virus; the effects on the economy of the pandemic and of the measures taken by governmental authorities and other third parties restricting day to day life and the length of time that such measures remain in place; our ability to obtain waivers to continue certain operations, including construction; and governmental programs implemented to assist consumers and business owners. Additional factors include those discussed herein and in our Annual Report on Form 10-K for the year ended December 31, 2019 in the section entitled “Item 1A. Risk Factors.” 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.

Exhibit No.	Description
3.1	Amendment to Amended and Restated Trust Agreement dated December 18, 2008, as amended, dated as of March 31, 2020.

3.2	By-Laws of Pennsylvania Real Estate Investment Trust (as amended through March 31, 2020).

10.1	Sixth Amendment to Seven-Year Term Loan Agreement dated as of January 8, 2014, as amended, by and among PREIT Associates, L.P., PREIT-RUBIN, Inc., Pennsylvania Real Estate Investment Trust, and the financial institutions party thereto, dated as of March 30, 2020.

10.2	First Amendment to Amended and Restated Credit Agreement dated as of May 24, 2018, by and among PREIT Associates, L.P., PREIT-RUBIN, Inc., Pennsylvania Real Estate Investment Trust, and the financial institutions party thereto, dated as of March 30, 2020.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: March 31, 2020	By:	/s/ Lisa M. Most
		Lisa M. Most
		Executive Vice President, Secretary and General Counsel

Exhibit 3.1

AMENDMENT TO AMENDED AND RESTATED TRUST AGREEMENT DATED DECEMBER 18, 2008, AS AMENDED

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST

Pennsylvania Real Estate Investment Trust, a business trust organized and existing under the laws of the Commonwealth of Pennsylvania (“PREIT”), hereby certifies that, pursuant to the authority conferred upon the Board of Trustees of PREIT (the “Board of Trustees”) by the Trust Agreement As Amended and Restated dated as of December 18, 2008 (the “Trust Agreement”) and in accordance with 15 Pa. C.S. Chapter 95, the Board of Trustees has duly adopted the following resolutions, which resolutions remain in full force and effect as of the date hereof:

RESOLVED, that Section 11(A) of the Trust Agreement be amended and restated to read in full as follows:

“ANNUAL MEETINGS

The Annual Meeting of the Shareholders entitled to vote in the election of Trustees shall be held (1) at the principal office of PREIT or at such other place as the Trustees shall by notice designate or (2) by means of Internet or other electronic communications technology in a fashion pursuant to which the shareholders have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the shareholders, pose questions to the Trustees and make appropriate motions and comment on the business of the meeting, no later than the second Wednesday of the sixth month following the end of each fiscal year (other than the fiscal period ending December 31, 1997), or, if that day falls on a holiday, the next business day following, or on such other day as may be fixed by the Trustees. If the Annual Meeting has not been held during a calendar year (other than the 1998 calendar year), any Shareholder may call such meeting at any time thereafter, by following the procedure set forth in Paragraph 11.B hereof.

At said Annual Meeting, the Shareholders entitled to vote thereat shall elect individuals to the office of Trustee as provided in Paragraph 2.B of this Trust Agreement and shall at such meeting exercise and discharge any other powers or duties vested in them by the Trust Agreement.”

RESOLVED, that Section 11(F) of the Trust Agreement be amended and restated to read in full as follows:

“VOTING RIGHTS AND ACTS OF SHAREHOLDERS

Unless otherwise provided in this Agreement, at all Shareholders Meetings, annual or special, each Shareholder shall be entitled to one vote for each Share standing in his name on the books of PREIT.

Unless a greater or different vote shall be required by this Agreement or by the Board in its authorizing resolution as to a particular matter or under any agreement authorized by the

Board pursuant to Paragraph 3.V, an act authorized by the vote of the holders of a majority of Shares present in person, by means of electronic technology, including, without limitation, the Internet, or by proxy and casting a vote on the matter at a duly organized meeting shall be the act of the Shareholders. For purposes of the foregoing, absentions and non-votes on a particular matter shall not be deemed to be votes cast on the matter.”

RESOLVED, that Section 11(G) of the Trust Agreement be amended and restated to read in full as follows:

“PROXIES

At all meetings of Shareholders, a Shareholder entitled to vote on a particular matter may vote in person, by means of electronic technology, including, without limitation, the Internet, or may authorize another person or persons to act for him by proxy. Every proxy shall be in record form and shall be signed by the Shareholder or by a duly authorized attorney in fact. Such proxies shall be filed with the Secretary of PREIT before or at the time of the meeting. A proxy, unless coupled with an interest, shall be revocable at will, notwithstanding any other agreement or any provision in the proxy to the contrary, but the revocation of the proxy shall not be effective until notice thereof has been given to the Secretary of PREIT.”

IN WITNESS WHEREOF, Pennsylvania Real Estate Investment Trust has caused this Amendment to be executed and delivered on its behalf by its Chief Executive Officer and certified by its Secretary on this 30th day of March, 2020.

Certified:

By:

/s/ Lisa M. Most

Lisa M. Most
Secretary

Exhibit 3.2

As Amended Through March 31, 2020

BY-LAWS

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST

(a Pennsylvania business trust)

ARTICLE 1 MEETINGS OF SHAREHOLDERS

Section 1.01 Place or Means of Meeting. Meetings of shareholders of the Trust shall be held (1) at such place, within or without the Commonwealth of Pennsylvania, as may be fixed from time to time by the Board of Trustees or (2) by means of Internet or other electronic communications technology in a fashion pursuant to which the shareholders have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the shareholders, pose questions to the Trustees and make appropriate motions and comment on the business of the meeting. If no place or means is so fixed for a meeting, it shall be held at the Trust’s then principal executive office.

Section 1.02 Annual Meeting. An annual meeting of shareholders shall be held, unless the Board of Trustees shall fix some other hour or date therefor, no later than the second Wednesday of the sixth month following the end of each fiscal year of the Trust, at which the shareholders shall elect by plurality vote individuals to the office of Trustee as provided in Paragraph 2.B of the Trust Agreement of the Trust (the “Trust Agreement”) and transact such other business as may properly be brought before the meeting.

Section 1.03 Special Meetings. Special meetings of the shareholders may be called at any time by the Chairman or by the Chief Executive Officer or by the Board of Trustees or by shareholders entitled to cast at least 40% of the votes that all shareholders are entitled to cast at the particular meeting.

Section 1.04 Notice of Meetings.

(a) Notice of every meeting of shareholders shall be given in record form by or at the direction of the Secretary or such other person as is authorized by the Board of Trustees to each shareholder of record entitled to receipt thereof, at least ten (10) days, and not more than sixty (60) days, prior to the day named for the meeting, unless a greater period of notice is required by law in a particular case.

(b) Notice of a special meeting of shareholders shall specify the general nature of the business to be transacted.

Section 1.05 Organization. At every meeting of the shareholders, the Chairman, or in his absence, the Chief Executive Officer, or, in the absence of both the Chairman and the Chief Executive Officer, the President, or, in the absence of the Chairman, the Chief Executive Officer and the President, a chair chosen by the shareholders at the commencement of the meeting, shall act as chair; and the Secretary, or in the absence of the Secretary, a person appointed by the chair, shall act as secretary.

Section 1.06 Voting. Except as otherwise specified herein or in the Trust Agreement or required by law, whenever any action is to be taken by vote of shareholders, it shall be authorized by a majority of the votes cast by all shareholders on such matter and, if any shareholders are entitled to vote thereon as a class, upon receiving a majority of the votes cast by the shareholders entitled to vote as a class.

ARTICLE 2 TRUSTEES

Section 2.01 Regular Meetings. Regular meetings of the Board of Trustees shall be held at such time and place as may be designated from time to time by the Board of Trustees. If the date fixed for any such regular meeting is a legal holiday under the laws of the State where such meeting is to be held, then the same shall be held on the next

succeeding secular day not a legal holiday under the laws of said State, or at such other time as may be determined by resolution of the Board of Trustees. At such meetings the Board of Trustees may transact such business as may be brought before the meeting.

Section 2.02 Organization. Every meeting of the Board of Trustees shall be presided over by the Chairman, if one has been selected and is present, and, if not, the Chief Executive Officer, or in the absence of the Chairman and the Chief Executive Officer, a chair chosen by a majority of the trustees present. The Secretary, or in the absence of the Secretary, a person appointed by the chair, shall act as secretary.

Section 2.03 Compensation. The Board of Trustees shall have the authority to fix the compensation of trustees for their services as trustees. Any person serving as a trustee may also be a salaried officer of the Trust, but, in such event, no compensation shall be paid to such person in respect of his or her service as a trustee or as a member of any committee of the Board of Trustees.

ARTICLE 3 COMMITTEES

Section 3.01 General.

(a) The Board of Trustees may, by the vote of at least a majority of those trustees then in office, establish one or more standing or special committees to consist of one or more trustees of the Trust. Any committee, to the extent provided by the Board of Trustees, shall have and may exercise all of the powers and authority of the Board of Trustees except that a committee shall not have any power or authority as to the following: (i) the submission to shareholders of any action requiring approval of shareholders; (ii) the removal of any Trustee from the Board of Trustees or the creation or filling of vacancies in the Board of Trustees; (iii) the adoption, amendment or repeal of the Trust Agreement or these By-Laws; (iv) the amendment or repeal of any resolution of the Board that by its terms is amendable or repealable only by the Board; and (v) action on matters committed by these By-Laws or resolution of the Board of Trustees to another committee of the Board. The committees established in Sections 3.02 through 3.04 hereof shall be standing committees of the Board of Trustees.

(b) Except as otherwise provided in a resolution of the Board of Trustees or the charter of a committee: (i) the presence of a majority of the members of a committee shall constitute a quorum for the conduct of business; and (ii) the acts of a majority of the members of a committee present and voting at a meeting of the committee at which a quorum is present shall be the acts of the committee. The proceedings of each committee shall be reported to the Board.

Section 3.02 The Audit Committee.

(a) The Audit Committee of the Board of Trustees shall consist of three trustees (or such greater number as the Board of Trustees may from time to time determine), each of whom shall be “independent” of the Trust, as that term is defined by applicable law and regulation subject to the reasonable interpretation of the Board of Trustees. The members of the Audit Committee shall be appointed annually by the Board of Trustees at the Annual Meeting of the Board of Trustees upon the recommendation of the Nominating and Governance Committee of the Board of Trustees and shall serve until removal in accordance with the Audit Committee’s Charter, as adopted by the Board of Trustees and as may be amended by the Board of Trustees from time to time, or until the next Annual Meeting of the Board of Trustees and until their successors have been appointed. Vacancies in the Audit Committee may be filled by the Board of Trustees upon the recommendation of the Nominating and Governance Committee at any regular or special meeting of the Board of Trustees.

(b) The Board of Trustees shall appoint one member of the Audit Committee as the Chair and a majority of the members of the Audit Committee shall constitute a quorum for the conduct of business. Regular meetings of the Audit Committee shall be held at such time and place as shall be designated from time to time by the Committee or the Board of Trustees. Special Meetings of the Audit Committee may be called by the Chair on not less than two (2) days prior written notice. Such special meetings shall be held at such time and place as shall be designated in the call of the meeting.

(c) The principal functions and responsibilities of the Audit Committee shall be as provided in its Charter, as adopted by the Board of Trustees and as may be amended by the Board of Trustees from time to time, and the Audit Committee shall perform such other duties as may be assigned to it by the Board of Trustees.

Section 3.03 The Executive Compensation and Human Resources Committee.

(a) The Executive Compensation and Human Resources Committee of the Board of Trustees shall consist of three trustees (or such greater number as the Board of Trustees may from time to time determine), each of whom shall be “independent” of the Trust, as that term is defined by applicable law and regulation subject to the reasonable interpretation of the Board of Trustees. The members of the Executive Compensation and Human Resources Committee shall be appointed annually by the Board of Trustees at the Annual Meeting of the Board of Trustees upon the recommendation of the Nominating and Governance Committee of the Board of Trustees and shall serve until removal in accordance with the Executive Compensation and Human Resources Committee’s Charter, as adopted by the Board of Trustees and as may be amended by the Board of Trustees from time to time, or until the next Annual Meeting of the Board of Trustees and until their successors have been appointed. Vacancies in the Executive Compensation and Human Resources Committee may be filled by the Board of Trustees upon the recommendation of the Nominating and Governance Committee at any regular or special meeting of the Board of Trustees.

(b) The Board of Trustees shall appoint one member of the Executive Compensation and Human Resources Committee as the Chair and a majority of the members of the Executive Compensation and Human Resources Committee shall constitute a quorum for the conduct of business. Regular meetings of the Executive Compensation and Human Resources Committee shall be held at such time and place as shall be designated from time to time by the Committee or the Board of Trustees. Special Meetings of the Executive Compensation and Human Resources Committee may be called by the Chair on not less than two (2) days prior written notice. Such special meetings shall be held at such time and place as shall be designated in the call of the meeting.

(c) The principal functions and responsibilities of the Executive Compensation and Human Resources Committee shall be as provided in its Charter, as adopted by the Board of Trustees and as may be amended by the Board of Trustees from time to time, and the Executive Compensation and Human Resources Committee shall perform such other duties as may be assigned to it by the Board of Trustees.

Section 3.04 The Executive Committee.

(a) The Executive Committee of the Board of Trustees shall consist of three trustees (or such greater number as the Board of Trustees may from time to time determine). The members of the Executive Committee shall be appointed annually by the Board of Trustees at the Annual Meeting of the Board of Trustees upon the recommendation of the Nominating and Governance Committee of the Board of Trustees and shall serve at the pleasure of the Board of Trustees until the next Annual Meeting of the Board of Trustees and until their successors have been appointed. Vacancies in the Executive Committee may be filled by the Board of Trustees upon the recommendation of the Nominating and Governance Committee at any regular or special meeting of the Board of Trustees.

(b) The Board of Trustees shall appoint one member of the Executive Committee as the Chair and a majority of the members of the Executive Committee shall constitute a quorum for the conduct of business. Regular meetings of the Executive Committee shall be held at such time and place as shall be designated from time to time by the Committee or the Board of Trustees. Special Meetings of the Executive Committee may be called by the Chair on not less than two (2) days prior written notice. Such special meetings shall be held at such time and place as shall be designated in the call of the meeting.

(c) The Executive Committee may exercise all of the powers and authority of the Board of Trustees between meetings of the Board of Trustees, subject only to the restrictions imposed by Section 3.01 of these By-Laws.

Section 3.05 The Nominating and Governance Committee.

(a) The Nominating and Governance Committee of the Board of Trustees shall consist of three trustees (or such greater number as the Board of Trustees may from time to time determine), each of whom shall be “independent” of the Trust, as that term is defined by applicable law and regulation subject to the reasonable interpretation of the Board of Trustees. The members of the Nominating and Governance Committee shall be appointed annually by the Board of Trustees at the Annual Meeting of the Board of Trustees and shall serve until removal in accordance with the Nominating and Governance Committee’s Charter, as adopted by the Board of Trustees and as may be amended by the Board of Trustees from time to time, or until the next Annual Meeting of the Board of Trustees and until their successors have been appointed. Vacancies in the Nominating and Governance Committee may be filled by the Board of Trustees at any regular or special meeting of the Board of Trustees.

(b) The Board of Trustees shall appoint one member of the Nominating and Governance Committee as the Chair and a majority of the members of the Nominating and Governance Committee shall constitute a quorum for the conduct of business. Regular meetings of the Nominating and Governance Committee shall be held at such time and place as shall be designated from time to time by the Nominating and Governance Committee or the Board of Trustees. Special Meetings of the Nominating and Governance Committee may be called by the Chair on not less than two (2) days prior written notice. Such special meetings shall be held at such time and place as shall be designated in the call of the meeting.

(c) The principal functions and responsibilities of the Nominating and Governance Committee shall be as specified in its Charter, as adopted by the Board of Trustees and as may be amended by the Board of Trustees from time to time, and the Nominating and Governance Committee shall perform such other duties as may be assigned to it by the Board of Trustees.

Section 3.06 Action By Consent. Any action required or permitted to be taken at a meeting of a committee may be taken without a meeting, if a consent in record form which sets forth the action is signed by each committee member and filed with the minutes of the committee.

ARTICLE 4 OFFICERS

Section 4.01 Number. The officers of the Trust shall be a Chairman, a Chief Executive Officer, a President, a Chief Financial Officer, a Treasurer, a Secretary and may include one or more Vice Chairmen, Vice Presidents, Assistant Secretaries, and Assistant Treasurers, and such other officers as the Board of Trustees may authorize from time to time.

Section 4.02 Qualifications. The officers of the Trust shall be natural persons of full age. Any person may hold any number of offices except that the Secretary shall not hold the office of Chief Executive Officer or President.

Section 4.03 Election and Term of Office. The officers of the Trust shall be elected or appointed by the Board of Trustees and each shall serve at the pleasure of the Board of Trustees.

Section 4.04 Resignations. Any officer may resign at any time by giving notice in record form to the Board of Trustees, the Chairman, the Chief Executive Officer or the Secretary. The resignation shall be effective upon receipt thereof or at such subsequent time as may be specified in the notice of resignation. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.05 Chairman. The Chairman shall preside at the meetings of the Board of Trustees and the Shareholders. The Chairman shall also perform such other duties as may be specified by the Board of Trustees from time to time.

Section 4.06 Vice Chairmen. There shall be up to two Vice Chairmen. Each Vice Chairman shall be an executive officer of the Trust and shall have the authority to execute and deliver documentation on behalf of the Trust to the same extent that the Chief Executive Office is authorized hereby to do so. Each Vice Chairman shall also perform such other duties as may be assigned to him or her by the Board of Trustees from time to time.

Section 4.07 The Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Trust and shall have general supervision over the business and operations of the Trust, subject, however, to the

control of the Board of Trustees. He shall have the authority to execute and deliver, in the name and on behalf of the Trust, deeds, mortgages, bonds, agreements and other instruments authorized by the Board of Trustees, except in cases where the signing and execution thereof is expressly delegated by the Board of Trustees to some other officer or agent of the Trust; and, in general, he shall perform all duties incident to the office of Chief Executive Officer. The Chief Executive Officer shall also perform such other duties as may be assigned to him or her from time to time by the Board of Trustees.

Section 4.08 President. The President shall be the chief operating officer of the Trust and shall be responsible for the day-to-day operations of the Trust, subject to the general supervision of the Chief Executive Officer. In the absence or unavailability of the Chief Executive Officer, he shall exercise the duties and responsibilities of that office and may, whether or not the Chief Executive Officer is present or available, execute and deliver documentation on behalf of the Trust to the same extent that the Chief Executive Officer is authorized hereby to do so. The President shall also perform such other duties as shall be assigned to him or her from time to time by the Board of Trustees.

Section 4.09 The Vice Presidents. In the absence or disability of the Chief Executive Officer or the President or when so directed by the Chief Executive Officer or the President, any Vice President may perform all the duties of the Chief Executive Officer or the President, and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Chief Executive Officer and the President; provided, however, that no Vice President shall act as a member of or as chairman of any committee of the Board of Trustees of which the Chief Executive Officer or the President is a member or chairman by designation or ex-officio, unless such Vice President is a member of the Board of Trustees and has been designated expressly by the Board of Trustees as the alternate to the Chief Executive Officer or the President for purposes of service on such committee. The Board of Trustees may appoint Executive, Senior and Assistant Vice Presidents. The Vice Presidents shall perform such other duties as from time to time may be assigned to them respectively by the Board of Trustees or the Chief Executive Officer or the President.

Section 4.10 Chief Financial Officer. The Chief Financial Officer shall be the chief financial officer of the Trust. He shall be responsible for all internal and external financial statements and reports relating to the financial position and results of operations of the Trust and for the relationship between the Trust and its shareholders, institutional creditors, and the investment community. He may exercise any and all of the duties of the Treasurer under these By-Laws. The Chief Financial Officer shall also perform such other duties as shall be assigned to him or her from time to time by the Board of Trustees.

Section 4.11 The Treasurer. The Treasurer shall have charge of all receipts and disbursements of the Trust and shall have or provide for the custody of its funds and securities. Unless the Board of Trustees determines otherwise, the Treasurer shall have full authority to invest such funds and securities; to receive and give receipts for all money due and payable to the Trust and to endorse checks, drafts, and warrants in its name and on its behalf and to give full discharge for the same. The Treasurer shall deposit the funds of the Trust, except such as may be invested or required for current use, in such banks or other places of deposit as the Board of Trustees may from time to time designate; and, in general, the Treasurer shall perform all duties incident to the office of Treasurer and such other duties as may from time to time be assigned to him or her by the Board of Trustees or the Chief Executive Officer or the President.

Section 4.12 Assistant Treasurers. In the absence or disability of the Treasurer or when so directed by the Treasurer, any Assistant Treasurer may perform all the duties of the Treasurer, and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Treasurer. The Assistant Treasurers shall perform such other duties as from time to time may be assigned to them respectively by the Board of Trustees, the President or the Treasurer.

Section 4.13 The Secretary. The Secretary shall record all the votes of the shareholders and of the trustees and the minutes of the meetings of the shareholders and of the Board of Trustees in a book or books to be kept for that purpose and shall see that notices of meetings of the Board and shareholders are given; and, in general, the Secretary shall perform all duties incident to the office of Secretary, and such other duties as may from time to time be assigned to him or her by the Board of Trustees or the President.

Section 4.14 Assistant Secretaries. In the absence or disability of the Secretary or when so directed by the Secretary, any Assistant Secretary may perform all the duties of the Secretary, and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the Secretary. The Assistant Secretaries shall perform such other duties

as from time to time may be assigned to them respectively by the Board of Trustees, the Chief Executive Officer, the President, or the Secretary.

ARTICLE 5 INDEMNIFICATION OF TRUSTEES AND OFFICERS

Section 5.01 Indemnification. The Trust shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding, including actions by or in the right of the Trust, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a trustee or officer of the Trust, or is or was serving while a trustee or officer of the Trust at the request of the Trust as a trustee, officer, employee, agent, fiduciary or other representative of another corporation for profit or not-for-profit, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines, excise taxes and amounts paid in settlement actually and reasonably incurred by such person in connection with such action or proceeding unless the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.

Section 5.02 Advancement of Expenses. Expenses (including attorneys fees) incurred by an officer or trustee of the Trust in defending any action or proceeding referred to in Section 5.01 shall be paid by the Trust in advance of the final disposition of such action or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that the person is not entitled to be indemnified by the Trust.

Section 5.03 Other Rights. No trustee shall be personally liable for monetary damages for any action taken, or failure to take any action, except to the extent set forth in Paragraph 5.B of the Trust Agreement. The indemnification and advancement of expenses provided by or pursuant to this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under the Trust Agreement, any insurance or other agreement, vote of shareholders or trustees or otherwise, both as to actions in their official capacity and as to actions in another capacity while holding an office, and shall continue as to a person who has ceased to be a trustee or officer and shall inure to the benefit of the heirs, executors and administrators of such person.

Section 5.04 Security Fund; Indemnity Agreements. By resolution of the Board of Trustees (notwithstanding their interest in the transaction), the Trust may create and fund a trust fund or fund of any nature, and may enter into agreements with its trustees, officers, employees and agents for the purpose of securing or insuring in any manner its obligation to indemnify or advance expenses provided for or authorized in this Article, the Trust Agreement, or any applicable law.

Section 5.05 Modification. The duties of the Trust to indemnify and to advance expenses to a trustee or officer provided in this Article shall be in the nature of a contract between the Trust and each such trustee or officer, and no amendment or repeal of any provision of this Article, and no amendment or termination of any trust or other fund created pursuant to Section 5.04, shall alter, to the detriment of such trustee or officer, the right of such person to the advance of expenses or indemnification related to a claim based on an act or failure to act which took place prior to such amendment, repeal or termination.

ARTICLE 6 DEPOSITS, PROXIES, ETC.

Section 6.01 Deposits and Investments. All funds of the Trust shall be deposited from time to time to the credit of the Trust in such banks, trust companies, or other depositaries, or invested in such manner, as may be authorized by these By-Laws or by the Board of Trustees and all such funds shall be withdrawn only upon checks signed by, or wire transmissions authorized by, and all such investments shall only be disposed of by, the Chief Executive Officer, the President, the Chief Financial Officer, the Treasurer and such other officers or employees as the Board of Trustees may from time to time designate.

Section 6.02 Proxies. Unless otherwise ordered by the Board of Trustees, any officer of the Trust may appoint an attorney or attorneys (who may be or include such officer), in the name and on behalf of the Trust, to cast the votes which the Trust may be entitled to cast as a shareholder or partner or business trust or otherwise in any other corporation, partnership, business trust or other entity any of whose shares or other securities are held by or for the

Trust, at meetings of the holders of the shares or other securities of such other corporation or other entity, or, in connection with the ownership of such shares or other securities, to consent to any action by such other corporation or other entity, and may instruct the person or persons so appointed as to the manner of casting such votes or giving such consent, and may sign or cause to be signed in the name and on behalf of the Trust such proxies or other instruments as the officer may deem necessary or proper in the premises.

Section 6.03 Use of Conference Telephone Equipment. One or more persons may participate in any meeting of the Board of Trustees or any committee thereof or the shareholders by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting by means of such equipment shall constitute presence in person at such meeting.

ARTICLE 7 SHARE CERTIFICATES; TRANSFER

Section 7.01 Share Certificates. Share certificates, in the form prescribed by the Board of Trustees, shall be signed by the Chairman, the Chief Executive Officer, the President or a Vice President and by the Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer of the Trust, but such signatures may be facsimiles, engraved or printed. In case any officer who has signed, or whose facsimile signature has been placed upon any share certificate shall have ceased to be such officer because of death, resignation, or otherwise, before the certificate is issued, it may be issued by the Trust with the same effect as if the officer had not ceased to be such at the date of its issue.

Section 7.02 Transfer of Shares. The Trust or a Registrar or Transfer Agent of the Trust shall maintain books in which the ownership and transfer of the Trust’s shares shall be definitively registered. Transfer of shares shall be made only on the books of the Trust by the owner thereof or by an attorney thereunto authorized, by a power of attorney duly executed and filed with the Secretary or a Transfer Agent of the Trust and on surrender of any share certificates evidencing the shares.

Section 7.03 Transfer Agent and Registrar; Regulations. The Trust may, if and whenever the Board of Trustees so determines, maintain, in the Commonwealth of Pennsylvania and/or any other state of the United States, one or more transfer offices or agencies, each in charge of a Transfer Agent designated by the Board of Trustees, where the shares of the Trust shall be transferable, and also one or more registry offices, each in charge of a Registrar (which may also be a Transfer Agent) designated by the Board, where such shares shall be registered; and no certificates for shares of the Trust in respect of which a Transfer Agent shall have been designated shall be valid unless countersigned by such Transfer Agent and no certificates for shares of the Trust in respect of which a Registrar shall have been designated shall be valid unless registered by such Registrar. The Board of Trustees may also make such additional rules and regulations as it may deem expedient concerning the issue, transfer and registration of its shares.

Section 7.04 Lost, Destroyed and Mutilated Certificates. The Board of Trustees, by standing resolution or by resolutions with respect to particular cases, may authorize the issue of new share certificates in lieu of share certificates lost, destroyed or mutilated, upon such terms and conditions as the Board of Trustees may direct.

ARTICLE 8 RELATION TO TRUST AGREEMENT; AMENDMENTS

Section 8.01 Relation to the Trust Agreement. These By-Laws have been adopted by the Board of Trustees under the authority of Paragraph 3.0 of the Trust Agreement. These By-Laws are subordinate to the Trust Agreement in all respects and in the event of any conflict between the provisions of these By-Laws and the provisions of the Trust Agreement, the provisions of the Trust Agreement shall control.

Section 8.02 Amendments. Except as otherwise provided by Section 5.05 of these By-Laws, these By-Laws may be amended or repealed, or new By-Laws may be adopted, either (i) by vote of the shareholders at any duly organized annual or special meeting of shareholders, or (ii) with respect to those matters that are not by statute committed exclusively to the shareholders and regardless of whether the shareholders have previously adopted or approved the bylaw being amended or repealed, by the Board of Trustees. Any change in these By-Laws shall take effect when adopted unless otherwise provided in the resolution effecting the change. No provision of these By-Laws shall vest any property right in any shareholder as such.


End of Document

Exhibit 10.1

Loan Number: 1011175-0

SIXTH AMENDMENT TO SEVEN-YEAR TERM LOAN AGREEMENT

THIS SIXTH AMENDMENT TO SEVEN-YEAR TERM LOAN AGREEMENT (this “Amendment”) dated as of March 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 January 8, 2014, as amended by the First Amendment to Seven-Year Term Loan Agreement dated 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 June 26, 2015, as further amended by the Fourth Amendment to Seven-Year Term Loan Agreement dated June 30, 2016, as further amended by the Fifth Amendment to Seven-Year Term Loan Agreement dated June 5, 2018 (as heretofore, herein and hereafter further amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”); and

WHEREAS, the Borrower, the Lenders and the Administrative Agent desire to amend certain provisions of the Term Loan Agreement on the terms and conditions contained herein; 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 1Specific Amendments to Term Loan Agreement. Upon the effectiveness of this Amendment, the parties hereto agree that the Term Loan Agreement shall be amended as follows:

(a)Section 1.1 of the Term Loan Agreement is hereby amended by modifying the definition of “Adjusted EBITDA” by adding the following language at the end of such definition:

“Additionally, when determining “Adjusted EBITDA” for any period ending on or prior to September 30, 2020, in-place cash rent (excluding non-rental expense recoveries) attributable to the leases in effect at the date of determination for Recently Redeveloped Properties shall be annualized on a basis reasonably acceptable to Administrative Agent, provided that annualization of such rental

income shall be done without duplication for any income from prior leases in the same space.”

(b)Section 1.1 of the Term Loan Agreement is hereby amended by modifying the definition of “Adjusted NOI” by adding the following language at the end of such definition:

“Additionally, when determining “Adjusted NOI ” for any period ending on or prior to September 30, 2020, in-place cash rent (excluding non-rental expense recoveries) attributable to the leases in effect at the date of determination for Recently Redeveloped Properties shall be annualized on a basis reasonably acceptable to Administrative Agent, provided that inclusion of such rental income shall be done without duplication for any income from prior leases in the same space.”

(c)Section 1.1 of the Term Loan Agreement is hereby amended by modifying the definition of “Applicable Margin” to (i) replace the table set forth in clause (a) of such definition with the following table, (ii) replace the reference to “Level 4” in the fourth sentence of clause (a) of such definition with “Level 5” and (iii) amend and restate the fifth sentence of clause (a) of such definition in its entirety as follows: “Notwithstanding the foregoing, from the period from the Sixth Amendment Effective Date through but excluding the date on which the Administrative Agent first determines the Applicable Margin based on the Compliance Certificate delivered on or after June 30, 2020, the Applicable Margin shall be determined based on Level 5.”


Level	Ratio of Total Liabilities to Gross Asset Value	Applicable Margin
1	Less than 0.450 to 1.000	1.35%
2	Equal to or greater than 0.450 to 1.00 but less than 0.500 to 1.00	1.45%
3	Equal to or greater than 0.500 to 1.00 but less than 0.550 to 1.00	1.60%
4	Equal to or greater than 0.550 but less than 0.600 to 1.00	1.90%
5	Equal to or greater than 0.600 to 1.000	2.25%

(d)Section 1.1 of the Term Loan Agreement is hereby amended by modifying the definition of “Gross Asset Value” by adding the following language at the end of such definition.

“Notwithstanding anything to the contrary contained herein, on or prior to September 30, 2020 the calculation of Gross Asset Value attributable to any Recently Redeveloped Property shall, at the Borrower’s election, either be calculated off of (i) the Operating Real Estate Value from such Property in accordance with clause (a) of this definition or (ii) the Construction in Progress (and CIP Adjustment) valuation methodology in accordance with clause (e) and (f) of this definition, but not both.”

(e)Section 1.1 of the Term Loan Agreement is hereby amended by adding the following defined terms thereto in alphabetical order:

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“Capital Event” means (a) any transaction in which the Borrower, Guarantor, any Subsidiary of the Borrower, or any joint venture directly or indirectly owned by the Borrower or Guarantor, (i) refinances or incurs any Indebtedness, (ii) sells, transfers or otherwise disposes (including pursuant to a sale-leaseback transaction) of any property or asset, (iii) forms a joint venture, or (iv) issues private or public equity, stock or other financial instrument, (b) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of the Borrower, Guarantor, any Subsidiary of the Borrower, or any joint venture directly or indirectly owned by the Borrower or Guarantor, or (c) any other transaction entered into for the purposes of generating cash to recapitalize the Borrower’s balance sheet, provided, that notwithstanding the foregoing, no Excluded Stimulus Transaction shall be a Capital Event.

“Excluded Stimulus Transaction” means any loans, equity investments, grants or other transaction pursuant to which the Borrower, Guarantor, any Subsidiary of the Borrower, or any joint venture directly or indirectly owned by the Borrower or Guarantor receives funds in connection with local, state or federal COVID-19 stimulus efforts.

“Net Cash Proceeds” means, with respect to any Capital Event by a Person, the aggregate amount of all cash received by such Person in respect of such Capital Event less (a) the repayment of any secured indebtedness attributable to the applicable Property, and (b) legal fees, accountants fees, underwriting discounts and commissions and other customary fees and expenses actually incurred by or on behalf of such Person in connection with such Capital Event and paid or payable to a Person other than an Affiliate of such Person.

“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; or (g) Indebtedness incurred pursuant to one or more Excluded Stimulus Transactions, which does not, in the aggregate, exceed $25,000,000.

“Recently Redeveloped Property” means, as of any date of determination, either (a) renovated space at a Property containing not less than 25,000 square feet of recently constructed or otherwise improved contiguous rentable space, or (b) new ground-up construction on an out-parcel, in each case, where such

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expansion space or new construction does not yet have twelve (12) months of operating history as of such date.

“Sixth Amendment Effective Date” means March 30, 2020.

(f)A new Section 1.4 is hereby added to the Term Loan Agreement as follows:

“Section 1.4. Divisions

For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.”

(g)Section 2.2 of the Term Loan Agreement is hereby amended and restated in its entirety as follows:

“Mandatory Principal Repayments.

At any time that the Borrower, any Guarantor, any Subsidiary thereof or any unconsolidated joint venture thereof (to the extent that the Borrower or Guarantor has the ability to require a distribution from such joint venture of its portion of such Net Cash Proceeds) receives Net Cash Proceeds from any Capital Event, in addition to any required monthly amortization payments, the Borrower shall prepay the Loans under this Agreement in an amount equal to 45.45% of such Net Cash Proceeds (or with respect to any such joint venture, the portion of such Net Cash Proceeds distributed to the Borrower or any Guarantor), within three (3) Business Days of the Borrower’s, such Guarantor’s, such Subsidiary’s or such joint venture’s receipt of such Net Cash Proceeds; provided, however, that notwithstanding the foregoing, the Borrower may retain any proceeds from the sale of the outparcels listed on Schedule 2.2, and further provided, however, that to the extent that the aggregate amount of such Net Cash Proceeds from such Capital Events exceeds $150,000,000, amounts in excess of $150,000,000 shall be applied 50% towards repayment of outstanding Revolving Loans under the Existing Credit Agreement (and such amounts may later be available for re-borrowing), and 45.45% of the remaining 50% shall be applied to prepay outstanding Loans hereunder.

(h)Section 2.6 of the Term Loan Agreement is hereby amended by adding the following language at the end of such Section:

“Commencing on April 30, 2020, and on a monthly basis thereafter on the last Business Day of each calendar month through and including

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September 30, 2020, in addition to any mandatory prepayments made from Net Cash Proceeds pursuant to Section 2.2, the Borrower shall repay principal of the Loans outstanding under this Agreement as set forth in the table below:”


Date	Amount
April 30, 2020	$909,090.91
May 31, 2020	$909,090.91
June 30, 2020	$909,090.91
July 31, 2020	$909,090.91
August 31, 2020	$909,090.91
September 30, 2020	$909,090.91

(i)Section 8.1(b) of the Term Loan Agreement is hereby amended and restated in its entirety as follows:

“(b)Ratio of Total Liabilities to Gross Asset Value. The Parent shall not permit the ratio of (i) Total Liabilities of the Parent and its Subsidiaries determined on a consolidated basis to (ii) Gross Asset Value of the Parent and its Subsidiaries determined on a consolidated basis, to exceed (x) 0.65 to 1.00, at any time prior to and including September 30, 2020, or (y) 0.60 to 1.00, at any time thereafter, provided, however, that if after September 30, 2020, such ratio is greater than 0.60 to 1.0 but is not greater than 0.625 to 1.0, then such failure to comply with the foregoing covenant shall not constitute a Default or an Event of Default and the Borrower shall be deemed to be in compliance with this subsection (b) so long as (1) such ratio does not exceed 0.60 to 1.0 for a period of more than two consecutive fiscal quarters that each ended after September 30, 2020 and (2) such ratio has not exceeded 0.60 to 1.0 more than two fiscal quarters during the term of this Agreement (excluding the three fiscal quarters ended March 31, 2020, June 30, 2020 and September 30, 2020); provided, further, however, in no event shall such ratio exceed 0.625 to 1.0 at any time after September 30, 2020.”

(j)Section 8.1(c) of the Term Loan Agreement is hereby amended and restated in its entirety as follows:

“(c) Ratio of Adjusted EBITDA to Fixed Charges. The Parent shall not permit the ratio of (i) Adjusted EBITDA of the Parent and its Subsidiaries determined on a consolidated basis for the period of four consecutive fiscal quarters most recently ended to (ii) Fixed Charges of the Parent and its Subsidiaries determined on a consolidated basis for such period, to be less than (x) 1.40 to 1.00 for any such period ending on or before September 30, 2020, or (y) 1.50 to 1.00, for any such period ending thereafter.”

(k)Section 8.1(d) of the Term Loan Agreement is hereby amended and restated in its entirety as follows:

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“(d)Unencumbered Debt Yield. The Parent shall not permit Unencumbered Debt Yield to be less than (a) 10.0%, at any time prior to and including September 30, 2020, (b) 11.25% any time after September 30, 2020 through and including June 30, 2021, and (c) 11.50%, at any time thereafter.”

(l)A new Section 8.14 is hereby added to the Term Loan Agreement as follows:

Section 8.14. Restrictions on Indebtedness and Recourse.

Beginning on the Sixth Amendment Effective Date, no Borrower or Guarantor or Subsidiary thereof shall incur any additional Indebtedness, other than (a) borrowings under revolving credit facilities existing on the Sixth Amendment Effective Date (including borrowings under the Existing Credit Agreement), (b) Permitted Indebtedness and (c) Nonrecourse Indebtedness otherwise permitted hereunder.

(m)A new Section 8.15 is hereby added to the Term Loan Agreement as follows:

Section 8.15. Minimum Liquidity.

At all times prior to September 30, 2020, the Borrower shall maintain unrestricted cash liquidity of not less than Twenty-Five Million Dollars ($25,000,000), such liquidity to be comprised of unrestricted cash and cash equivalents acceptable to Administrative Agent, plus undrawn availability under the Existing Credit Agreement (to the extent available to be drawn at the date of determination in accordance with the Existing Credit Agreement).

(n)Additional Schedule. As of the date hereof, Schedule I attached hereto is added as Schedule 2.2 to the Term Loan Agreement.

Section 2Modification Milestones. The Borrower agrees that from and after the date hereof it shall work diligently and in good faith with Administrative Agent and Lenders towards a further modification of the Term Loan Agreement and certain related Indebtedness acceptable to the Borrower, Administrative Agent and the Lenders with the expectation that a mutually acceptable term sheet for a refinancing or restructure of such Indebtedness is agreed to in principle within 90 days following the Sixth Amendment Effective Date; provided that the foregoing in no way binds Administrative Agent or any Lender to agree to refinance or restructure any such Indebtedness.

Section 3Limitation on Sale-Leasebacks. Other than with respect to those certain Unencumbered Properties listed on Schedule II attached hereto, from and after the Sixth Amendment Effective Date, the Borrower shall not enter into a sale-leaseback or any similar transaction with respect to any Unencumbered Property without the consent of Requisite Lenders.

Section 4Excluded Stimulus Proceeds. At any time that the Borrower, any Guarantor, or any Subsidiary thereof receives cash from any Excluded Stimulus Transaction,

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such cash shall be used exclusively for general corporate purposes and shall in no event be used for land or asset acquisitions, dividend payments, or investments in joint ventures.

Section 5Conditions 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 of an amendment fee equal to $10,000, provided that no Lender which is a party to the Term Loan Agreement and the Existing Credit Agreement shall receive more than a $10,000 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 6Representations. 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 it, to 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 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 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 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

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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. No Event of Default has occurred and is continuing as of the date hereof, and no Default or Event of Default will exist immediately after giving effect to this Amendment.

Section 7Reaffirmation 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 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.

Section 8Certain References. Each reference to the Term Loan Agreement in any of the Loan Documents shall be deemed to be a reference to the Term Loan Agreement as amended by this Amendment. This Amendment is a Loan Document.

Section 9Expenses. 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 10Benefits. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

Section 11GOVERNING 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 12Effect. Except as expressly herein amended, the terms and conditions of the 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 Amendment is dated. The Term Loan Agreement is hereby ratified and

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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 13Counterparts. 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 14Definitions. All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Term Loan Agreement as amended by this Amendment.

[Signatures Appear on Following Page]

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IN WITNESS WHEREOF, the parties hereto have caused this Sixth 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.

By:Pennsylvania Real Estate Investment Trust,

its general partner

By:/s/ Andrew Ioannou

Name:Andrew Ioannou

Title:EVP, Treasurer

PREIT-RUBIN, INC.

By:/s/ Andrew Ioannou

Name:Andrew Ioannou

Title:EVP, Treasurer

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST

By:/s/ Andrew Ioannou

Name:Andrew Ioannou

Title: EVP, Treasurer

[Signatures Continued on Next Page]

[Signature Page to Sixth 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

By:/s/ D. Bryan Gregory

Name:D. Bryan Gregory

Title:Managing Director

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[Signature Page to Sixth Amendment to Seven-Year Term Loan Agreement

with PREIT Associates, L.P. et al.]

CITIZENS BANK, N.A.

By:/s/ Frank Kaplan

Name:Frank Kaplan

Title:Vice President

[Signatures Continued on Next Page]

[Signature Page to Sixth Amendment to Seven-Year Term Loan Agreement

with PREIT Associates, L.P. et al.]

MUFG Union Bank, N.A.

By:/s/ Austin DiFiore

Name:Austin DiFiore

Title:Vice President

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[Signature Page to Sixth Amendment to Seven-Year Term Loan Agreement

with PREIT Associates, L.P. et al.]

U.s. Bank National Association

By:/s/ Donald J. Pafford

Name:Donald J. Pafford

Title:Senior Vice President

[Signatures Continued on Next Page]

[Signature Page to Sixth Amendment to Seven-Year Term Loan Agreement

with PREIT Associates, L.P. et al.]

JPMorgan Chase Bank, N.A.

By:/s/ Elizabeth Johnson

Name:Elizabeth Johnson

Title:Executive Director

[Signatures Continued on Next Page]

[Signature Page to Sixth Amendment to Seven-Year Term Loan Agreement

with PREIT Associates, L.P. et al.]

Associated Bank, National AssocIation

By:/s/ Mitchell Vega

Name:Mitchell Vega

Title:Vice President

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[Signature Page to Sixth Amendment to Seven-Year Term Loan Agreement

with PREIT Associates, L.P. et al.]

Trust Bank (F/k/a: Branch Banking and Trust Company)

By:/s/ Davis Baker

Name:Davis Baker

Title:Assistant Vice President

SCHEDULE I


Outparcels
Capital City Mall	Mavis
Capital City Mall	Outback Steakhouse
Jacksonville Mall	Starbucks
Magnolia Mall	Texas Roadhouse
Magnolia Mall	IHOP
Magnolia Mall	Chipotle Mexican Grill
Magnolia Mall	Chick-Fil-A
Magnolia Mall	Burger King
Magnolia Mall	Chuck E. Cheese
Valley Mall	Firestone
Valley Mall	Olive Garden
Valley Mall	BJ's Restaurant
Valley Mall	Sleep Number
Valley Mall	Verizon
Valley Mall	Chuck E. Cheese
Woodland Mall	REI

Schedule I

SCHEDULE II

Capital City Mall

3506 Capital City Mall Drive

Camp Hill, PA 17011

Jacksonville Mall

375 Jacksonville Mall

Jacksonville, NC 28546

Magnolia Mall

2701 David H Mcleod Boulevard

Florence, SC 29501

Moorestown Mall

400 West Route 38

Moorestown, NJ 08057

Valley Mall

17301 Valley Mall Road

Hagerstown, MD 21740

Schedule II

ANNEX A

FORM OF GUARANTOR ACKNOWLEDGEMENT

THIS GUARANTOR ACKNOWLEDGEMENT dated as of March 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 (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 Borrower’s 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 a Sixth 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. 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

IN WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guarantor Acknowledgement as of the date and year first written above.

“GUARANTORS”

PR CHERRY HILL OFFICE GP, LLC

By: PREIT Associates, L.P., sole member

BALA CYNWYD ASSOCIATES, L.P.

By: PR Cherry Hill Office GP, LLC, general partner

By: PREIT Associates, L.P., sole member

PR Moorestown Anchor-M, LLC

By: PREIT Associates, L.P., sole member

PR MOORESTOWN LLC

By: PREIT Associates, L.P., sole member

PR Moorestown Limited Partnership

By: PR Moorestown LLC, general partner

By: PREIT Associates, L.P., sole member

MOORESTOWN MALL LLC

By: PR Moorestown Limited Partnership, sole member

By PR Moorestown LLC, general partner

By: PREIT Associates, L.P., sole member

PLYMOUTH GROUND ASSOCIATES LLC

By: PREIT Associates, L.P., sole member

PLYMOUTH GROUND ASSOCIATES LP

By: Plymouth Ground Associates LLC, general partner

By: PREIT Associates, L.P., sole member

PR AEKI PLYMOUTH LLC

By: PREIT Associates, L.P., sole member

PR AEKI PLYMOUTH, L.P.

By: PR AEKI Plymouth LLC, general partner

By: PREIT Associates, L.P., sole member

PR BVM, LLC

By: PREIT Associates, L.P., sole member

PR CUMBERLAND OUTPARCEL LLC

By: PREIT Associates, L.P., sole member

PR VALLEY VIEW OP-DSG/CEC, LLC

By: PREIT Associates, L.P., sole member

PR MOORESTOWN ANCHOR-L&T, LLC

By: PREIT Associates, L.P., sole member

By: Pennsylvania Real Estate Investment Trust, general partner

By:/s/ Andrew Ioannou

Name:Andrew Ioannou

Title:EVP, Treasurer

[Signatures Continued on Next Page]

Annex A – Guarantor Acknowledgement

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:/s/ Andrew Ioannou

Name:Andrew Ioannou

Title:EVP, Treasurer

[Signatures Continued on Next Page]

Annex A – Guarantor Acknowledgement

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 George’s Plaza LCC

By: PREIT Associates, L.P., sole member

PR Hyattsville LLC

By: PR Prince George’s Plaza LLC, general partner

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 Services, LLC, manager

By: PREIT Associates, L.P., sole member

By: Pennsylvania Real Estate Investment Trust, general partner

By:/s/ Andrew Ioannou

Name:Andrew Ioannou

Title:EVP, Treasurer

[Signatures Continued on Next Page]

Annex A – Guarantor Acknowledgement

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 Services, LLC, non-member manager

By: PREIT Associates, L.P., sole member

PR PLYMOUTH MEETING ASSOCIATES PC LP

By: PR PM PC Associates LLC, general partner

By: PREIT Services, LLC, non-member manager

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 Services, LLC, non-member manager

By: PREIT Associates, L.P., sole member

By: Pennsylvania Real Estate Investment Trust, general partner

By:/s/ Andrew Ioannou

Name:Andrew Ioannou

Title:EVP, Treasurer

[Signatures Continued on Next Page]

Annex A – Guarantor Acknowledgement

PR SPRINGFIELD TOWN CENTER LLC

By: PREIT Associates, L.P., sole member

PR SWEDES SQUARE LLC

By: PREIT Associates, L.P., sole member

PR TP LLC

By: PREIT Associates, L.P., sole member

PR TP LP

By: PR TP LLC, general partner

By: PREIT Associates, L.P., sole member

PR Valley Anchor-M, LLC

By: PREIT Associates, L.P., sole member

PR Valley Anchor-M Limited Partnership

By: PR Valley Anchor-M, LLC, general partner

By: PREIT Associates, L.P., sole member

PR VALLEY LLC

By: PREIT Associates, L.P., sole member

PR VALLEY LIMITED PARTNERSHIP

By: PR Valley LLC, its general partner

By: PREIT Associates, L.P., sole member

PR VALLEY View Anchor-M, LLC

By: PREIT Associates, L.P., sole member

PR VALLEY View Anchor-M Limited Partnership

By: PR Valley View Anchor-M, LLC, its 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:EVP, Treasurer

[Signatures Continued on Next Page]

Annex A – Guarantor Acknowledgement

PR MONROE OLD TRAIL, LLC

PR MONROE OLD TRAIL LIMITED PARTNERSHIP

By: PR Monroe Old Trail, LLC, general partner

PR MONROE OLD TRAIL HOLDINGS, LLC

PR MONROE OLD TRAIL HOLDINGS, L.P.

By: PR Monroe Old Trail Holdings, LLC, general partner

PR SUNRISE OUTPARCEL 2, LLC

PR Valley Solar LLC

By: PREIT – RUBIN, Inc., sole member

By:/s/ Andrew Ioannou

Name:Andrew Ioannou

Title:EVP, Treasurer

PREIT – RUBIN, INC.

PREIT – RUBIN OP, INC.

By:/s/ Andrew Ioannou

Name:Andrew Ioannou

Title:EVP, Treasurer

[Signatures Continued on Next Page]

Annex A – Guarantor Acknowledgement

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:EVP, 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

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) dated as of March 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 May 24, 2018 (as heretofore, herein and hereafter further amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”); and

WHEREAS, the Borrower, the Lenders and the Administrative Agent desire to amend certain provisions of the Credit Agreement on the terms and conditions contained herein; 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 1Specific Amendments to Credit Agreement. Upon the effectiveness of this Amendment, the parties hereto agree that the Credit Agreement shall be amended as follows:

(a)Section 1.1 of the Credit Agreement is hereby amended by modifying the definition of “Adjusted EBITDA” by adding the following language at the end of such definition:

(b)Section 1.1 of the Credit Agreement is hereby amended by modifying the definition of “Adjusted NOI” by adding the following language at the end of such definition:

Recently Redeveloped Properties shall be annualized on a basis reasonably acceptable to Administrative Agent, provided that inclusion of such rental income shall be done without duplication for any income from prior leases in the same space.”

(c)Section 1.1 of the Credit Agreement is hereby amended by modifying the definition of “Applicable Facility Fee” to replace the table set forth in clause (a) of such definition with the following table:


Level	Facility Fee
1	0.20%
2	0.25%
3	0.30%
4	0.35%
5	0.35%

(d)Section 1.1 of the Credit Agreement is hereby amended by modifying the definition of “Applicable Margin” to (i) replace the table set forth in clause (a) of such definition with the following table, (ii) replace the reference to “Level 4” in the fourth sentence of clause (a) of such definition with “Level 5” and (iii) amend and restate the fifth sentence of clause (a) of such definition in its entirety as follows: “Notwithstanding the foregoing, from the period from the First Amendment Effective Date through but excluding the date on which the Administrative Agent first determines the Applicable Margin based on the Compliance Certificate delivered on or after June 30, 2020, the Applicable Margin shall be determined based on Level 5.”


Level	Ratio of Total Liabilities to Gross Asset Value	Applicable Margin for Revolving Loans that are LIBOR Loans	Applicable Margin for Revolving Loans that are Base Rate Loans	Applicable Margin for Term Loans that are LIBOR Loans	Applicable Margin for Term Loans that are Base Rate Loans
1	Less than 0.450 to 1.000	1.20%	0.20%	1.35%	0.35%
2	Equal to or greater than 0.450 to 1.00 but less than 0.500 to 1.00	1.25%	0.25%	1.45%	0.45%

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Level	Ratio of Total Liabilities to Gross Asset Value	Applicable Margin for Revolving Loans that are LIBOR Loans	Applicable Margin for Revolving Loans that are Base Rate Loans	Applicable Margin for Term Loans that are LIBOR Loans	Applicable Margin for Term Loans that are Base Rate Loans
3	Equal to or greater than 0.500 to 1.00 but less than 0.550 to 1.00	1.30%	0.30%	1.60%	0.60%
4	Equal to or greater than 0.550 but less than 0.600 to 1.00	1.55%	0.55%	1.90%	0.90%
5	Equal to or greater than 0.600 to 1.000	1.90%	0.90%	2.25%	1.25%

(e)Section 1.1 of the Credit Agreement is hereby amended by modifying the definition of “Gross Asset Value” by adding the following language at the end of such definition.

(f)Section 1.1 of the Credit Agreement is hereby amended by adding the following defined terms thereto in alphabetical order:

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“First Amendment Effective Date” means March 30, 2020.

“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, or (g) Indebtedness incurred pursuant to one or more Excluded Stimulus Transactions, which does not, in the aggregate, exceed $25,000,000.

(g)A new Section 1.4 is hereby added to the Credit Agreement as follows:

“Section 1.4. Divisions

(h)Section 2.3 of the Credit Agreement is hereby amended and restated in its entirety as follows:

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“Mandatory Principal Repayments.

(a) At any time that the Borrower, any Guarantor, any Subsidiary thereof or any unconsolidated joint venture thereof (to the extent that the Borrower or Guarantor has the ability to require a distribution from such joint venture of its portion of such Net Cash Proceeds) receives Net Cash Proceeds from any Capital Event, in addition to any required monthly amortization payments, the Borrower shall prepay the Term Loans under this Agreement in an amount equal to 54.55% of such Net Cash Proceeds (or with respect to any such joint venture, the portion of such Net Cash Proceeds distributed to the Borrower or any Guarantor), within three (3) Business Days of the Borrower’s, such Guarantor’s, such Subsidiary’s or such joint venture’s receipt of such Net Cash Proceeds; provided, however, that notwithstanding the foregoing, the Borrower may retain any proceeds from the sale of the outparcels listed on Schedule 2.3, and further provided, however, that to the extent that the aggregate amount of such Net Cash Proceeds from such Capital Events exceeds $150,000,000, amounts in excess of $150,000,000 shall be applied 50% towards repayment of outstanding Revolving Loans under this Agreement (and such amounts may later be available for re-borrowing), and 54.55% of the remaining 50% shall be applied to prepay outstanding Term Loans hereunder.

(b) If, at any time prior to September 30, 2020, the Borrower has greater than $50,000,000 of unrestricted cash on its balance sheet for five (5) consecutive days, the Borrower shall immediately pay to Administrative Agent an amount equal to the unrestricted cash on its balance sheet in excess of $50,000,000, to be applied to the outstanding principal balance of the Revolving Loans.”

(i)Section 2.6 of the Credit Agreement is hereby amended by adding the following language at the end of such Section:

“Commencing on April 30, 2020, and on a monthly basis thereafter on the last Business Day of each calendar month through and including September 30, 2020, in addition to any mandatory prepayments made from Net Cash Proceeds pursuant to Section 2.3, the Borrower shall repay Term Loan principal outstanding under this Agreement as set forth in the table below:”


Date	Amount
April 30, 2020	$1,090,909.09
May 31, 2020	$1,090,909.09
June 30, 2020	$1,090,909.09
July 31, 2020	$1,090,909.09
August 31, 2020	$1,090,909.09
September 30, 2020	$1,090,909.09

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(j)Section 5.2 of the Credit Agreement is hereby amended by amending and restating clause (c) of such Section 5.2 in its entirety as follows:

“(c)

in the case of the borrowing of any Revolving Loans, the Administrative Agent shall have received a timely Notice of Borrowing, in case of a Swingline Loan, the Swingline Lender shall have received a timely Notice of Swingline Borrowing, and in the case of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a timely request for the issuance of such Letter of Credit; provided that, in each such case, for any such borrowing or issuance occurring on or after October 1, 2020, the Borrower shall (i) attach pro forma calculations of the financial covenants set forth in Sections 8.1(b) and 8.1(d) of this Agreement, demonstrating compliance with those Sections as of the date of such Credit Event and calculated in a manner reasonably satisfactory to the Administrative Agent and, (ii) with respect to the financial covenants set forth in Sections 8.1(a), 8.1(c), 8.1(e) and 8.1(f) of this Agreement, the Borrower shall, at its option, either (1) attach pro forma calculations of such financial covenants demonstrating compliance with those Sections as of the date of such Credit Event and calculated in a manner reasonably satisfactory to the Administrative Agent or (2) certify that to its knowledge, no material event or circumstance has occurred which, had such event or circumstance occurred prior to the end of the most recent fiscal quarter for which a Compliance Certificate has been delivered, would have caused the Borrower to be non-compliant with such financial covenants (if such financial covenants were the financial covenants in effect after September 30, 2020).”

(k)Section 8.1(b) of the Credit Agreement is hereby amended and restated in its entirety as follows:

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(l)Section 8.1(c) of the Credit Agreement is hereby amended and restated in its entirety as follows:

(m)Section 8.1(d) of the Credit Agreement is hereby amended and restated in its entirety as follows:

(n)A new Section 8.14 is hereby added to the Credit Agreement as follows:

Section 8.14. Restrictions on Indebtedness and Recourse.

Beginning on the First Amendment Effective Date, no Borrower or Guarantor or Subsidiary thereof shall incur any additional Indebtedness, other than (a) borrowings under revolving credit facilities existing on the First Amendment Effective Date (including borrowings under this Agreement), (b) Permitted Indebtedness and (c) Nonrecourse Indebtedness otherwise permitted hereunder.

(o)A new Section 8.15 is hereby added to the Credit Agreement as follows:

Section 8.15. Minimum Liquidity.

At all times prior to September 30, 2020, the Borrower shall maintain unrestricted cash liquidity of not less than Twenty-Five Million Dollars ($25,000,000), such liquidity to be comprised of unrestricted cash and cash equivalents acceptable to Administrative Agent, plus undrawn availability under this Agreement (to the extent available to be drawn at the date of determination in accordance with this Agreement).

(p) Commitment Cancellation. As of the First Amendment Effective Date, $25,000,000 of undrawn aggregate amount of the Revolving Commitment of all Lenders (pro rata based on each Lender’s Pro Rata Share) under the Credit Agreement shall be terminated, and the total Revolving Commitment under the Credit Agreement shall be reduced to $375,000,000. Schedule I to the Credit Agreement shall be updated and replaced in its entirety with Schedule II attached hereto.

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(q)Additional Schedule. As of the date hereof, Schedule I attached hereto is added as Schedule 2.3 to the Credit Agreement.

Section 2Modification Milestones. The Borrower agrees that from and after the date hereof it shall work diligently and in good faith with Administrative Agent and Lenders towards a further modification of the Credit Agreement and certain related Indebtedness acceptable to the Borrower, Administrative Agent and the Lenders with the expectation that a mutually acceptable term sheet for a refinancing or restructure of such Indebtedness is agreed to in principle within 90 days following the First Amendment Effective Date; provided that the foregoing in no way binds Administrative Agent or any Lender to agree to refinance or restructure any such Indebtedness.

Section 3Limitation on Sale-Leasebacks. Other than with respect to those certain Unencumbered Properties listed on Schedule III attached hereto, from and after the First Amendment Effective Date, the Borrower shall not enter into a sale-leaseback or any similar transaction with respect to any Unencumbered Property without the consent of Requisite Lenders.

Section 4Excluded Stimulus Proceeds. At any time that the Borrower, any Guarantor, or any Subsidiary thereof receives cash from any Excluded Stimulus Transaction, such cash shall be used exclusively for general corporate purposes and shall in no event be used for land or asset acquisitions, dividend payments, or investments in joint ventures.

(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 of an amendment fee equal to $10,000, provided that no Lender which is a party to the 2014 Seven-Year Term Loan Agreement and the Credit Agreement shall receive more than a $10,000 fee in the aggregate; and

Section 6Representations. Each Borrower represents and warrants to the Administrative Agent and the Lenders that:

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connection with this Amendment (together with this Amendment, collectively the “Amendment Documents”) and to perform its obligations under the Amendment Documents and under the 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 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 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. No Event of Default has occurred and is continuing as of the date hereof, and no Default or Event of Default will exist immediately after giving effect to this Amendment.

Section 7Reaffirmation 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 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.

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Section 8Certain References. Each reference to the Credit Agreement in any of the Loan Documents shall be deemed to be a reference to the Credit Agreement as amended by this Amendment. This Amendment is a Loan Document.

Section 10Benefits. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

Section 12Effect. Except as expressly herein amended, the terms and conditions of the 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 Credit Agreement 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 14Definitions. All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Credit Agreement as amended by this Amendment.

[Signatures Appear on Following Page]

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IN WITNESS WHEREOF, the parties hereto have caused this First 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:Andrew Ioannou

Title:EVP, Treasurer

PREIT-RUBIN, INC.

By:/s/ Andrew Ioannou

Name:Andrew Ioannou

Title:EVP, Treasurer

PENNSYLVANIA REAL ESTATE INVESTMENT TRUST

By:/s/ Andrew Ioannou

Name:Andrew Ioannou

Title: EVP, Treasurer

[Signatures Continued on Next Page]

[Signature Page to First 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/ D. Bryan Gregory

Name:D. Bryan Gregory

Title:Managing Director

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[Signature Page to First Amendment to Amended and Restated Credit Agreement

with PREIT Associates, L.P. et al.]

CITIZENS BANK, N.A.

By:/s/ Frank Kaplan

Name:Frank Kaplan

Title:Vice President

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[Signature Page to First Amendment to Amended and Restated Credit Agreement

with PREIT Associates, L.P. et al.]

MUFG Union Bank, N.A.

By:/s/ Austin DiFiore

Name:Austin DiFiore

Title:Vice President

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[Signature Page to First Amendment to Amended and Restated Credit Agreement

with PREIT Associates, L.P. et al.]

U.s. Bank National Association

By:/s/ Donald J. Pafford

Name:Donald J. Pafford

Title:Senior Vice President

[Signatures Continued on Next Page]

[Signature Page to First Amendment to Amended and Restated Credit Agreement

with PREIT Associates, L.P. et al.]

JPMorgan Chase Bank, N.A.

By:/s/ Elizabeth Johnson

Name:Elizabeth Johnson

Title:Executive Director

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[Signature Page to First Amendment to Amended and Restated Credit Agreement

with PREIT Associates, L.P. et al.]

Associated Bank, National AssocIation

By:/s/ Mitchell Vega

Name:Mitchell Vega

Title:Vice President

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[Signature Page to First Amendment to Amended and Restated Credit Agreement

with PREIT Associates, L.P. et al.]

CITIBANK, N.A.

By:/s/ Christopher Albano

Name:Christopher Albano

Title:Authorized Signatory

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SCHEDULE I


Outparcels
Capital City Mall	Mavis
Capital City Mall	Outback Steakhouse
Jacksonville Mall	Starbucks
Magnolia Mall	Texas Roadhouse
Magnolia Mall	IHOP
Magnolia Mall	Chipotle Mexican Grill
Magnolia Mall	Chick-Fil-A
Magnolia Mall	Burger King
Magnolia Mall	Chuck E. Cheese
Valley Mall	Firestone
Valley Mall	Olive Garden
Valley Mall	BJ's Restaurant
Valley Mall	Sleep Number
Valley Mall	Verizon
Valley Mall	Chuck E. Cheese
Woodland Mall	REI

Schedule I

SCHEDULE II

Commitments

Revolving Commitments


Revolving Lenders	Revolving Commitment Amount
Wells Fargo Bank, National Association	$63,616,071.43
U.S. Bank National Association	$63,616,071.43
Citizens Bank, N.A.	$63,616,071.43
MUFG Union Bank, N.A.	$48,214,285.72
PNC Bank, National Association	$48,214,285.71
JPMorgan Chase Bank, N.A.	$38,839,285.72
Citibank, N.A.	$26,785,714.28
Manufacturers and Traders Trust Company	$13,392,857.14
Associated Bank, National Association	$8,705,357.14
TOTAL	$375,000,000.00

Term Loan Commitments


Term Loan Lenders	Term Loan Commitment Amount
Wells Fargo Bank, National Association	$50,892,857.14
U.S. Bank National Association	$50,892,857.14
Citizens Bank, N.A.	$50,892,857.14
MUFG Union Bank, N.A.	$38,571,428.57
PNC Bank, National Association	$38,571,428.57
JPMorgan Chase Bank, N.A.	$31,071,428.57
Citibank, N.A.	$21,428,571.43
Manufacturers and Traders Trust Company	$10,714,285.72
Associated Bank, National Association	$6,964,285.72
TOTAL	$300,000,000

Schedule II

SCHEDULE III

Capital City Mall

3506 Capital City Mall Drive

Camp Hill, PA 17011

Jacksonville Mall

375 Jacksonville Mall

Jacksonville, NC 28546

Magnolia Mall

2701 David H Mcleod Boulevard

Florence, SC 29501

Moorestown Mall

400 West Route 38

Moorestown, NJ 08057

Valley Mall

17301 Valley Mall Road

Hagerstown, MD 21740

Schedule III

Exhibit 10.2

ANNEX A

FORM OF GUARANTOR ACKNOWLEDGEMENT

THIS GUARANTOR ACKNOWLEDGEMENT dated as of March 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 (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 Borrower’s 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 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:

[Signatures Appear on Following Page]

Annex A

IN WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guarantor Acknowledgement as of the date and year first written above.

“GUARANTORS”

PR CHERRY HILL OFFICE GP, LLC

By: PREIT Associates, L.P., sole member

BALA CYNWYD ASSOCIATES, L.P.

By: PR Cherry Hill Office GP, LLC, general partner

By: PREIT Associates, L.P., sole member

PR Moorestown Anchor-M, LLC

By: PREIT Associates, L.P., sole member

PR MOORESTOWN LLC

By: PREIT Associates, L.P., sole member

PR Moorestown Limited Partnership

By: PR Moorestown LLC, general partner

By: PREIT Associates, L.P., sole member

MOORESTOWN MALL LLC

By: PR Moorestown Limited Partnership, sole member

By PR Moorestown LLC, general partner

By: PREIT Associates, L.P., sole member

PLYMOUTH GROUND ASSOCIATES LLC

By: PREIT Associates, L.P., sole member

PLYMOUTH GROUND ASSOCIATES LP

By: Plymouth Ground Associates LLC, general partner

By: PREIT Associates, L.P., sole member

PR AEKI PLYMOUTH LLC

By: PREIT Associates, L.P., sole member

PR AEKI PLYMOUTH, L.P.

By: PR AEKI Plymouth LLC, general partner

By: PREIT Associates, L.P., sole member

PR BVM, LLC

By: PREIT Associates, L.P., sole member

PR CUMBERLAND OUTPARCEL LLC

By: PREIT Associates, L.P., sole member

PR VALLEY VIEW OP-DSG/CEC, LLC

By: PREIT Associates, L.P., sole member

PR MOORESTOWN ANCHOR-L&T, LLC

By: PREIT Associates, L.P., sole member

By: Pennsylvania Real Estate Investment Trust, general partner

By:/s/ Andrew Ioannou

Name:Andrew Ioannou

Title:EVP, Treasurer

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Annex A – Guarantor Acknowledgement

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:/s/ Andrew Ioannou

Name:Andrew Ioannou

Title:EVP, Treasurer

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Annex A – Guarantor Acknowledgement

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 George’s Plaza LCC

By: PREIT Associates, L.P., sole member

PR Hyattsville LLC

By: PR Prince George’s Plaza LLC, general partner

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 Services, LLC, manager

By: PREIT Associates, L.P., sole member

By: Pennsylvania Real Estate Investment Trust, general partner

By:/s/ Andrew Ioannou

Name:Andrew Ioannou

Title:EVP, Treasurer

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Annex A – Guarantor Acknowledgement

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 Services, LLC, non-member manager

By: PREIT Associates, L.P., sole member

PR PLYMOUTH MEETING ASSOCIATES PC LP

By: PR PM PC Associates LLC, general partner

By: PREIT Services, LLC, non-member manager

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 Services, LLC, non-member manager

By: PREIT Associates, L.P., sole member

By: Pennsylvania Real Estate Investment Trust, general partner

By:/s/ Andrew Ioannou

Name:Andrew Ioannou

Title:EVP, Treasurer

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Annex A – Guarantor Acknowledgement

PR SPRINGFIELD TOWN CENTER LLC

By: PREIT Associates, L.P., sole member

PR SWEDES SQUARE LLC

By: PREIT Associates, L.P., sole member

PR TP LLC

By: PREIT Associates, L.P., sole member

PR TP LP

By: PR TP LLC, general partner

By: PREIT Associates, L.P., sole member

PR Valley Anchor-M, LLC

By: PREIT Associates, L.P., sole member

PR Valley Anchor-M Limited Partnership

By: PR Valley Anchor-M, LLC, general partner

By: PREIT Associates, L.P., sole member

PR VALLEY LLC

By: PREIT Associates, L.P., sole member

PR VALLEY LIMITED PARTNERSHIP

By: PR Valley LLC, its general partner

By: PREIT Associates, L.P., sole member

PR VALLEY View Anchor-M, LLC

By: PREIT Associates, L.P., sole member

PR VALLEY View Anchor-M Limited Partnership

By: PR Valley View Anchor-M, LLC, its 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:EVP, Treasurer

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Annex A – Guarantor Acknowledgement

PR MONROE OLD TRAIL, LLC

PR MONROE OLD TRAIL LIMITED PARTNERSHIP

By: PR Monroe Old Trail, LLC, general partner

PR MONROE OLD TRAIL HOLDINGS, LLC

PR MONROE OLD TRAIL HOLDINGS, L.P.

By: PR Monroe Old Trail Holdings, LLC, general partner

PR SUNRISE OUTPARCEL 2, LLC

PR Valley Solar LLC

By: PREIT – RUBIN, Inc., sole member

By:/s/ Andrew Ioannou

Name:Andrew Ioannou

Title:EVP, Treasurer

PREIT – RUBIN, INC.

PREIT – RUBIN OP, INC.

By:/s/ Andrew Ioannou

Name:Andrew Ioannou

Title:EVP, Treasurer

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Annex A – Guarantor Acknowledgement

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:EVP, 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