Notice of Conversion
EXHIBIT E
Form of Notice of Borrowing
EXHIBIT F
Form of Notice of Swingline Borrowing
EXHIBIT G
Form of Disbursement Instruction Agreement
EXHIBIT H
Form of Revolving Note
EXHIBIT I
Form of Term Note
EXHIBIT J
Form of Swingline Note
EXHIBITS K
Form of Tax Compliance Certificates
EXHIBIT L
Form of Compliance Certificate
EXHIBIT M
Form of Pricing Certificate
v
THIS AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") dated as of May
24, 2018, 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 financial institutions initially
a signatory hereto together with their assignees pursuant to Section 11.6.(b)
and Wells Fargo Bank, National Association, as Administrative Agent, with each
of WELLS FARGO SECURITIES, LLC, U.S. BANK NATIONAL ASSOCIATION, CITIZENS BANK,
N.A., PNC CAPITAL MARKETS LLC, and MUFG UNION BANK, N.A. as a Joint Lead
Arranger (each an "Arranger"), each of WELLS FARGO SECURITIES, LLC, U.S. BANK
NATIONAL ASSOCIATION and CITIZENS BANK, N.A., as a Joint Bookrunner, U.S. BANK
NATIONAL ASSOCIATION and CITIZENS BANK, N.A., as a Syndication Agent (each a
"Syndication Agent") and each of PNC BANK, NATIONAL ASSOCIATION and MUFG UNION
BANK, N.A., as a Documentation Agent (each a "Documentation Agent").
WHEREAS, the Administrative Agent, the Issuing Banks, the Swingline Lender (as
defined herein) and the Lenders desire to make available to the Borrower credit
facilities in the aggregate amount of $700,000,000 consisting of (a) revolving
credit facility in the aggregate principal amount of $400,000,000, which
includes a $50,000,000 swingline subfacility and a $50,000,000 letter of credit
subfacility and (b) a $300,000,000 term loan facility, on and subject to the
terms and conditions contained therein;
WHEREAS, the Borrower, certain of the Lenders and other financial institutions,
the Administrative Agent and the other parties thereto previously entered into
(i) that certain Credit Agreement, dated as of April 17, 2013 (as amended,
amended and restated, supplemented or otherwise modified and in effect
immediately prior to the date hereof, the "Existing Credit Agreement") and (ii)
the 2014 Five-Year Term Loan Agreement and 2015 Five-Year Term Loan Agreement
(each as defined herein);
WHEREAS, the Borrower, the Administrative Agent, the Issuing Bank, the Swingline
Lender and the Lenders desire to amend and restate the terms of the Existing
Credit Agreement and refinance the loans outstanding under the 2014 Five-Year
Term Loan Agreement and 2015 Five-Year Term Loan Agreement on the terms and
conditions contained herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by the parties hereto, the parties hereto agree
that the Existing Credit Agreement is amended and restated as follows:
Article I. Definitions
Section 1.1. Definitions.
In addition to terms defined elsewhere herein, the following terms shall have
the following meanings for the purposes of this Agreement:
"2014 Five-Year Term Loan Agreement" means that certain Five-Year