Exhibit 10.1
CONFIDENTIAL - SUBJECT TO FRE 408
THIS RESTRUCTURING SUPPORT AGREEMENT IS NOT AN OFFER OR ACCEPTANCE WITH RESPECT
TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN
THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR
SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS
OF THE BANKRUPTCY CODE. NOTHING CONTAINED IN THIS RESTRUCTURING SUPPORT
AGREEMENT SHALL BE AN ADMISSION OF FACT OR LIABILITY OR, UNTIL THE OCCURRENCE OF
THE SUPPORT EFFECTIVE DATE ON THE TERMS DESCRIBED IN THIS RESTRUCTURING SUPPORT
AGREEMENT, DEEMED BINDING ON ANY OF THE PARTIES HERETO.
THIS RESTRUCTURING SUPPORT AGREEMENT IS THE PRODUCT OF SETTLEMENT DISCUSSIONS
AMONG THE PARTIES THERETO. ACCORDINGLY, THIS RESTRUCTURING SUPPORT AGREEMENT 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.
THIS RESTRUCTURING SUPPORT AGREEMENT DOES NOT PURPORT TO SUMMARIZE ALL OF THE
TERMS, CONDITIONS, REPRESENTATIONS, WARRANTIES AND OTHER PROVISIONS WITH RESPECT
TO THE TRANSACTIONS DESCRIBED HEREIN, WHICH TRANSACTIONS WILL BE SUBJECT TO THE
COMPLETION OF DEFINITIVE DOCUMENTATION INCORPORATING THE TERMS SET FORTH HEREIN
AND THE CLOSING OF ANY SUCH TRANSACTION SHALL BE SUBJECT TO THE TERMS AND
CONDITIONS SET FORTH IN SUCH DEFINITIVE DOCUMENTATION AND THE APPROVAL RIGHTS OF
THE PARTIES HERETO AS SET FORTH HEREIN AND IN SUCH DEFINITIVE DOCUMENTATION.
RESTRUCTURING SUPPORT AGREEMENT
This RESTRUCTURING SUPPORT AGREEMENT (as amended, supplemented or otherwise
modified from time to time in accordance with the terms hereof, this
"Agreement"), dated as of October 7, 2020, is entered into by and among:
(i)
Pennsylvania Real Estate Investment Trust ("PREIT"), PREIT Associates,
L.P. ("PREIT Associates"), PREIT-RUBIN, Inc. ("PREIT-RUBIN"), and each of the
subsidiary guarantors and affiliates identified on the signature pages hereto
(together with PREIT, PREIT Associates and PREIT-RUBIN, each a "Company Party"
and collectively, the "Company");
(ii)
Wells Fargo Bank, National Association, as Administrative Agent under
the Credit Agreements and the Bridge Facility Credit Agreement (each as defined
below) (the "Agent"); and
(iii)
each of the lenders identified on the signature pages hereto (together
with each of their respective successors and permitted assigns under this
Agreement, each, a "Consenting Lender" and, collectively, the "Consenting
Lenders").
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The Company, the Agent, each Consenting Lender, and any subsequent person or
entity that becomes a party hereto in accordance with the terms hereof are
referred herein as the "Parties" and individually as a "Party."
RECITALS
WHEREAS, the Parties have engaged in good faith, arm's length negotiations and
have agreed to enter into certain transactions in furtherance of a restructuring
of the Company's indebtedness (the "Restructuring"), which is anticipated to be
effected through either (i) an out-of-court restructuring on the terms set forth
in the Out-of-Court Restructuring Term Sheet attached hereto as Exhibit A (the
"Out-of-Court Restructuring Term Sheet" and the transactions contemplated
thereby, the "Out-of-Court Transactions") or (ii) a prepackaged plan of
reorganization on the terms set forth in the Plan Term Sheet attached hereto as
Exhibit B (the