FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
Borrower
CORESTATES BANK, N.A.
Agent
CORESTATES BANK, N.A.
MERIDIAN BANK
MIDLANTIC BANK, N.A.
PNC BANK, NATIONAL ASSOCIATION
Lenders
$78,000,000.00
Unsecured Revolving Credit
March 20, 1995
FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT
This First Amendment made this 20th day of March, 1995, by and among
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST, an unincorporated association in
business trust form ("Borrower"), and CORESTATES BANK, N.A., a national banking
association ("Agent") in its individual capacity as a Lender and as Agent for
itself and MERIDIAN BANK, MIDLANTIC BANK, N.A. and PNC BANK, NATIONAL
ASSOCIATION (individually, including Agent, referred to as a "Lender" and
collectively referred to as "Lenders").
B a c k g r o u n d
A. Borrower, Agent and Lenders are parties to a Revolving Credit
Agreement dated November 3, 1994 (the "1994 Loan Agreement"), pursuant to which
Lenders severally, in accordance with their respective Pro Rata Shares, agreed
to provide a committed maximum $78,000,000.00 unsecured revolving credit
facility. All capitalized terms used but not specifically defined herein have
the meanings defined in the 1994 Loan Agreement.
B. Pursuant to a Secured Loan Agreement dated November 9, 1994 among
Borrower, Agent and Lenders, as amended by a First Amendment to Secured Loan
Agreement dated the date hereof (as so amended, the "Secured Loan Agreement"),
Lenders have agreed to provide to Borrower a secured term loan in the maximum
aggregate amount of $35,000,000.00.
C. Borrower, Agent and Lenders desire to modify the 1994 Loan Agreement
in the manner set forth below.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are acknowledged, and intending to be legally bound hereby,
the parties hereto agree as follows:
1. On the "Subsequent Closing Date" (as defined in the Secured Loan
Agreement), (i) the Commitment Amount shall be reduced to $75,000,000.00, or
such lesser amount as Borrower shall have determined pursuant to Section 2.2.8.3
of the 1994 Loan Agreement and (ii) Borrower shall make such payment of
principal of the Loan, if any, as shall be necessary to cause the outstanding
principal balance of the Loan plus the face amounts of all outstanding Letters
of Credit to be not greater than $75,000,000.00.
2. Pursuant to Section 2.2.8.1 of the 1994 Loan Agreement, Borrower
agreed that in the event that Borrower makes a prepayment (whether voluntary or
mandatory) of any portion of the Loans bearing interest at a rate based on
Adjusted LIBOR on a day other than the last day of the relevant Interest Period,
Borrower will pay to the Agent, upon demand, for the account of the affected
Lenders any cost or expense incurred as a result of such prepayment. Borrower
and Lenders agree that if Borrower prepays an Adjusted LIBOR Loan prior to the
last day of the relevant Interest Period, the precise amount of any such cost or
expense incurred by the Lenders may not be susceptible to precise calculation.
Accordingly, if any such prepayment is made, Borrower shall pay to each Lender,
as a prepayment premium and not as a penalty, such Lender's Pro Rata Share of
the amount (the "Prepayment Premium") calculated as follows:
(i) All Adjusted LIBOR Loans being prepaid and interest that
would have accrued thereon to the last day of the relevant Interest
Period shall be discounted to a present value at a rate per annum equal
to the "Applicable Yield to Maturity" for each Adjusted LIBOR Loan so
prepaid, and if the aggregate of such discounted values shall exceed
the aggregate of the Adjusted LIBOR Loans being prepaid, then the
Prepayment Premium shall be an amount equal to such excess; otherwise
no Prepayment Premium shall be payable.
(ii) The "Applicable Yield to Maturity" for each Adjusted
LIBOR Loan shall mean the yield to maturity of the United States
Treasury obligation (excluding those commonly known as "Flower Bonds")
having a maturity date nearest in time to the last day of the relevant
Interest Period with respect to such Adjusted LIBOR Loan (and if there
are two or more such Treasury obligations with the same maturity date,
the Applicable Yield to Maturity shall be the arithmetic average of
such different yields). The maturity date and yield to maturity of such
United States Treasury obligations shall be determined on the basis of
quotations published in the Wall Street Journal on the prepayment date.
The foregoing calculation of any required Prepayment Premium shall supersede
the method of determination found in the next to the last paragraph of Section
2.2.8.1 of the 1994 Loan Agreement.
3. Section 5.1.1 of the 1994 Loan Agreement is hereby amended by adding
at the end thereof "The issuance by Borrower of equity securities pursuant to a
dividend reinvestment plan or an optional shareholder investment plan shall not
be deemed to be a public offering of equity securities of Borrower for purposes
of this Section 5.1.1."
4. Section 5.1.3 of the 1994 Loan Agreement is hereby amended by
deleting the entire text thereof and substituting the following in its place:
"5.1.3 Maintain NOI generated by the Unencumbered Property
Pool ("Unencumbered NOI") at not less than $5,500,000 to be tested
quarterly on a rolling four Fiscal Quarter historical basis, and cause
the ratio of Senior Liabilities to Unencumbered NOI to be no more than
7.5 to 1 to be tested quarterly on and as of the last day of each
Fiscal Quarter upon Borrower's submission of Project Specific
Information;"
5. Section 6.1.1 of the 1994 Loan Agreement is hereby amended by
deleting the entire text thereof and substituting the following in its place:
"6.1.1 Except (i) pursuant to the secured term loan made by
Lenders pursuant to a Secured Loan Agreement dated November 9, 1994, as
heretofore or hereafter amended, (ii) the Guaranties, (iii) secured
liabilities for which the obligee's recourse is limited to the specific
asset or assets that are encumbered, (iv) indebtedness incurred by
Xxxxxx Park Mall Venture in favor of Midlantic Bank, N.A. and
guarantied by Borrower, and (v) indebtedness incurred on or before June
1, 1996 and secured by the Shenandoah Apartments in West Palm Beach,
Florida, in an amount not greater than $10,000,000, create, assume,
incur or otherwise become liable under Consolidated Liabilities or
Contingent Liabilities in amounts in excess of $5,000,000 in the
aggregate after the date hereof; provided, however, that in no event
shall the sum of the indebtedness referred to in clause (v) plus the
aggregate amount of such Consolidated Liabilities or Contingent
Liabilities hereafter created, assumed, incurred or for which Borrower
has otherwise become liable exceed $10,000,000;"
6. Without limiting the provisions of Section 7.1.9 of the 1994 Loan
Agreement, the occurrence of any "Event of Default" under the terms of the
Secured Loan Agreement dated November 9, 1994 among Borrower, Agent and Lenders,
as amended by a First Amendment to Secured Loan Agreement dated the date of this
First Amendment, shall be an Event of Default under the 1994 Loan Agreement, as
amended hereby.
7. Borrower represents to and agrees with Agent and Lenders that, as of
this date, Borrower has no defense, set-off or counterclaim to or against any of
Borrower's obligations or liabilities under the 1994 Loan Agreement or any of
the other Loan Documents.
8. Except as specifically modified hereby, the 1994 Loan Agreement
remains in full force and effect, in accordance with its terms.
9. This First Amendment may be executed in counterpart and when so
executed by and delivered to each of the parties hereto shall constitute a
single agreement that is binding upon the parties.
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment to Revolving Credit Agreement as of the day and year first above
written.
BORROWER:
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
By:/s/Xxxxxx X. Xxxxxx
-------------------------------------
Xxxxxx X. Xxxxxx, Trustee
By:/s/Xxxxxxx X. Xxxx
-------------------------------------
Xxxxxxx X. Xxxx, Secretary
LENDERS:
CORESTATES BANK, N.A.
By:/s/Xxxxx X. Xxxxxxxxx
-------------------------------------
Xxxxx X. Xxxxxxxxx,
Vice President
MERIDIAN BANK
By:/s/X.X. Xxxxxxx
-------------------------------------
X. X. Xxxxxxx, Vice President
MIDLANTIC BANK, N.A.
By:/s/Xxxxxx X. Xxxxxxxxx
-------------------------------------
Xxxxxx X. Xxxxxxxxx,
Vice President
PNC BANK, NATIONAL ASSOCIATION
By:/s/Xxxxx Xxxxx
-------------------------------------
Xxxxx Xxxxx, Vice President
AGENT:
CORESTATES BANK, N.A.
By:/s/Xxxxx X. Xxxxxxxxx
-------------------------------------
Xxxxx X. Xxxxxxxxx,
Vice President