but not otherwise
defined in this Term Sheet shall have the meanings given to such terms in the
Restructuring Support Agreement, including in the Out-of-Court Restructuring
Term Sheet, annexed to the Restructuring Support Agreement as Exhibit A. This
Term Sheet supersedes any proposed summary of terms or conditions regarding the
subject matter hereof and dated prior to the date hereof.
THIS TERM SHEET (AND ITS TERMS) IS CONFIDENTIAL, FOR DISCUSSION PURPOSES ONLY
AND IS NON-BINDING. THIS TERM SHEET IS NOT AN OFFER WITH RESPECT TO ANY
SECURITIES OR A SOLICITATION OF ACCEPTANCES OF ANY CHAPTER 11 PLAN PURSUANT TO
SECTION 1125 OF THE BANKRUPTCY CODE OR OTHERWISE. ANY SUCH OFFER OR SOLICITATION
WILL BE MADE ONLY IN COMPLIANCE WITH ALL APPLICABLE LAW, INCLUDING THE
PROVISIONS OF THE BANKRUPTCY CODE.
THIS TERM SHEET IS THE PRODUCT OF SETTLEMENT DISCUSSIONS AMONG THE PARTIES
THERETO AND, AS SUCH, IS PROTECTED BY RULE 408 OF THE FEDERAL RULES OF EVIDENCE
AND ANY OTHER APPLICABLE STATUTES OR DOCTRINES PROTECTING THE USE OR DISCLOSURE
OF CONFIDENTIAL SETTLEMENT DISCUSSIONS. NOTHING IN THIS TERM SHEET SHALL
CONSTITUTE OR BE CONSTRUED AS AN ADMISSION OF ANY FACT OR LIABILITY, A
STIPULATION OR A WAIVER, AND EACH STATEMENT CONTAINED HEREIN IS MADE WITHOUT
PREJUDICE, WITH A FULL RESERVATION OF ALL RIGHTS, REMEDIES, CLAIMS AND DEFENSES
OF EACH PARTY.
EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT (A) THIS TERM SHEET DOES NOT
INCLUDE A DESCRIPTION OF ALL OF THE TERMS, CONDITIONS AND OTHER PROVISIONS THAT
ARE TO BE CONTAINED IN THE DEFINITIVE DOCUMENTATION, WHICH REMAIN SUBJECT TO
DISCUSSION, NEGOTIATION AND EXECUTION AND (B) NO DISCUSSION OF THE TERMS SET
FORTH BELOW, NOR ANY EXCHANGE OF COMMENTS CONCERNING SUCH TERMS, BETWEEN OR
AMONG THE PARTIES SHALL CONSTITUTE A CONTRACT AMONG ANY OF THEM UNTIL DEFINITIVE
DOCUMENTATION IS SIGNED BY EACH PARTY AND THE CONDITIONS PRECEDENT SET FORTH
THEREIN ARE SATISFIED OR WAIVED.
FOR THE AVOIDANCE OF DOUBT, NOTHING HEREIN SHALL BIND U.S. BANK NATIONAL
ASSOCIATION IN ITS CAPACITY AS AGENT UNDER THAT CERTAIN LOAN AGREEMENT DATED
APRIL 8, 2016, AS AMENDED, BY AND BETWEEN PR WOODLAND LIMITED PARTNERSHIP, U.S.
BANK NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, AND CERTAIN LENDERS.
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Confidential Settlement Discussions - Subject to FRE 408
OVERVIEW
Term
Description
Restructuring Summary
The In-Court Restructuring will be implemented in accordance with the
Restructuring Support Agreement through prepackaged voluntary cases (the
"Chapter 11 Cases") commenced under chapter 11 of the Bankruptcy Code in the
Bankruptcy Court. Votes on the Plan will be solicited from the Holders of
(i) the Unsecured Credit Facility Claims, (ii) Specified Derivatives Claims and
(iii) Derivatives Claims.
As reorganized pursuant to the In-Court Restructuring, the Company shall be
referred to herein, collectively, as the "Reorganized Company" or "Reorganized
Debtors."
Bankruptcy Court
The United States Bankruptcy Court for the District of
Delaware. Debtors
Pennsylvania Real Estate Investment Trust and certain of
its direct and indirect subsidiaries, including the borrowers, guarantors and
mortgagors, among others, under the Prepetition Credit Agreements and Bridge
Credit Agreement as well as in connection with certain