Amendment To Credit Agreement

First Amendment to Credit Agreement

FIRST AMENDMENT TO CREDIT AGREEMENT

          THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment) dated as of January 31, 2005, by and among PREIT ASSOCIATES, L.P. (the “Borrower”), PENNSYLVANIA REAL ESTATE INVESTMENT TRUST (the “Parent”), each of the Guarantors party hereto, each of the Lenders party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as administrative agent (the “Agent”).

          WHEREAS, the Borrower, the Parent, the Lenders and the Agent have entered into that certain Credit Agreement dated as of November 20, 2003 (as amended and in effect immediately prior to the date hereof, the “Credit Agreement”); and

          WHEREAS, the Borrower, the Parent, the Lenders party hereto and the Agent desire to amend certain provisions of the Credit 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 hereby agree as follows:

          Section 1. Specific Amendments to Credit Agreement. The parties hereto agree that the Credit Agreement is amended as follows:

          (a)      The Credit Agreement is hereby amended by adding to Annex I to the Credit Agreement the following definitions in their appropriate alphabetical order:

            “Applicable Facility Fee” means the percentage set forth in the table below corresponding to the Level at which the “Applicable Margin” is determined in accordance with the definition thereof:

Level Facility Fee
1 0.15%
2 0.15%
3 0.15%
4 0.20%

            Any change in the applicable Level at which the Applicable Margin is determined shall result in a corresponding and simultaneous change in the Applicable Facility Fee.
   
            “First Amendment Effective Date” means January 31, 2005.

          (b)      The Credit Agreement is amended by deleting the definition of the term “Applicable Margin” set forth in Annex I to the Credit Agreement in its entirety and substituting in its place the following definition:


Applicable Margin” means the percentage rate set forth below corresponding to the ratio of Total Liabilities to Gross Asset Value as determined in accordance with Section 8.1.(b) in effect at such time:

Level Ratio of Total Liabilities to
Gross Asset Value
Applicable Margin
1 Less than or equal to 0.50 to 1.00 1.05%
2 Greater than 0.50 to 1.00 but less
    than or equal to 0.55 to 1.00
1.15%
3 Greater than 0.55 to 1.00 but less
    than or equal to 0.60 to 1.00
1.30%
4 Greater than 0.60 to 1.00 1.55%

The Applicable Margin shall be determined by the Agent from time to time, based on the ratio of Total Liabilities to Gross Asset Value as set forth in the Pricing Certificate most recently delivered by the Borrower pursuant to Section 7.1.(g). Any adjustment to the Applicable Margin shall be effective as of the date the quarterly financial statements are required to be delivered pursuant to Section 7.1.(a) or as of the date the annual financial statements are required to be delivered pursuant to Section 7.1.(b), as the case may be. Notwithstanding the foregoing, for the period from the First Amendment Effective Date through but excluding the first date after the First Amendment Effective Date on which the Agent determines the Applicable Margin for Loans as set forth above, such Applicable Margin shall be equal to Level 1. Thereafter, such Applicable Margin shall be adjusted from time to time as set forth above.

          (c)      The Credit Agreement is amended by deleting the percentage “9.00%” in clause (e)(i) of the definition of the term “Gross Asset Value” set forth in Annex I to the Credit Agreement and substituting in its place the percentage “8.25%”.

          (d)      The Credit Agreement is amended by deleting the percentage “9.00%” in the first sentence of the definition of the term “Operating Real Estate Value” set forth in Annex I to the Credit Agreement and substituting in its place the percentage “8.25%”.

          (e)      The Credit Agreement is amended by deleting clause (c) in the second sentence of the definition of the term “Operating Real Estate Value” set forth in Annex I to the Credit Agreement and substituting in its place the following:

          (c)      Adjusted NOI from Non-Core Crown Properties shall be divided by 8.25%,

          (f)      The Credit Agreement is amended by deleting the date “November 20, 2006” in the definition of the term “Termination Date” set forth in Annex I to the Credit Agreement and substituting in its place the date “November 20, 2007”.

          (g)      The Credit Agreement is amended by deleting Section 2.14. in its entirety and substituting in its place the following:

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  Section 2.14. Extension of Termination Date.
   
 

          The Borrower shall have the right, exercisable one time, to extend the Termination Date by fourteen months. The Borrower may exercise such right only by executing and delivering to the Agent at least 90 days but not more than 180 days prior to the current Termination Date, a written request for such extension (an “Extension Request”). The Agent shall forward to each Lender a copy of the Extension Request received by the Agent promptly upon receipt thereof. Subject to satisfaction of the following conditions, the Termination Date shall be extended for fourteen months: (a) immediately prior to such extension and immediately after giving effect thereto, (i) no Default or Event of Default shall exist and (ii) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects on and as of the date of such extension with the same force and effect as if made on and as of such date (except to the extent that such representations and warranties expressly relate solely to an earlier date) and (b) the Borrower shall have paid the Fees payable under Section 3.5.(d).

          (h)      The Credit Agreement is amended by deleting Section 3.5.(b) in its entirety and substituting in its place the following:

 

          (b)      Facility Fees. During the period from the First Amendment Effective Date to but excluding the Termination Date, the Borrower agrees to pay to the Agent for the account of the Lenders a facility fee equal to the daily aggregate amount of the Commitments (whether or not utilized) times a rate per annum equal to the Applicable Facility Fee. Such fee shall be payable quarterly in arrears on the first day of each January, April, July and October (commencing on April 1, 2005) during the term of this Agreement and on the Termination Date.

          (i)      The Credit Agreement is amended by deleting Section 8.1.(k) in its entirety and substituting in its place the following:

 

          (k)      Ratio of EBITDA to Indebtedness. The Parent shall not permit the ratio of (i) EBITDA of the Parent and its Subsidiaries determined on a consolidated basis for the period of four consecutive fiscal quarters most recently ending to (ii) all Indebtedness of the Parent, its Subsidiaries and Unconsolidated Affiliates determined on a consolidated basis at the end of such period, to be less than 0.130 to 1 for any such period. For purposes of determining this ratio, if a Property has been acquired during the past four quarters, the amount of EBITDA attributable to such Property and to be included in the ratio shall be determined as follows: (x) if the Property was acquired more than 30 days prior to the date of determination of the ratio, the EBITDA for the Property since the date such Property was acquired by the Parent, the Borrower, any other Subsidiary or an Unconsolidated Affiliate, as the case may be, shall be appropriately annualized and (y) otherwise, the amount of EBITDA for such Property shall be the actual EBITDA attributable to the Property during the last four consecutive fiscal quarters most recently ended. Any certification by the Parent or the Borrower of EBITDA included under the immediately preceding clause (y), shall be limited to their knowledge.

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          Section 2. Conditions Precedent. The effectiveness of this Amendment is subject to receipt by the Agent of each of the following, each in form and substance satisfactory to the Agent:

          (a)     A counterpart of this Amendment duly executed by the Borrower, each of the Guarantors and each of the Lenders;

          (b)     Evidence that the modification fee referenced in Section 7 of this Amendment has been paid;

          (c)     Evidence that all fees, costs and expenses of the Agent, including without limitation the fees of Agent’s counsel, incurred in connection with the negotiation, documentation and closing of this Amendment and related documents and agreements have been paid; and

          (d)     Such other documents, instruments and agreements as the Agent may reasonably request.

          Section 3. Representations. The Parent and the Borrower each represents and warrants to the Agent and the Lenders that:

          (a)     Authorization. The Parent, the Borrower and each other Loan Party each has the right and power, and has taken all necessary action to authorize it, to execute and deliver this Amendment and to perform its obligations hereunder and under the Credit Agreement, as amended by this Amendment, in accordance with their respective terms. This Amendment has been duly executed and delivered by the duly authorized officers of the Parent (on behalf of itself and as general partner of the Borrower) and each Loan Party and each of this Amendment, and the Credit Agreement as amended by this Amendment, is a legal, valid and binding obligation of each of the Parent, the Borrower and each other Loan Party enforceable against each such Person in accordance with its 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 herein or therein may be limited by equitable principles generally.

          (b)     Compliance with Laws, etc. The execution and delivery of this Amendment, and the performance of this Amendment, 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 Agent for the benefit of the Lenders.

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          (c)     No Default. No Default or Event of Default has occurred and is continuing as of the date hereof nor will exist immediately after giving effect to this Amendment.

          Section 4. Reaffirmation of Representations. The Parent and the Borrower each hereby repeats and reaffirms all representations and warranties made by such Person to the Agent and the Lenders in the Credit Agreement and the other Loan Documents to which it is a party on and as of the date hereof 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 accurate on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents.

          Section 5. Reaffirmation of Guaranty by Guarantors. Each Guarantor hereby reaffirms its continuing obligations to the Agent and the Lenders under the Guaranty and agrees that the transactions contemplated by this 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 6. Certain 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.

          Section 7. Modification Fee. In consideration of the Lenders amending the Credit Agreement as provided herein, the Borrower agrees to pay to the Agent for the account of each Lender a modification fee in an amount equal to 0.20% of such Lender’s Revolving Commitment.

          Section 8. Expenses. The Borrower shall reimburse the Agent upon demand for all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the 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 9. Benefits. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

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          Section 10. GOVERNING 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 11. Effect. 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, unless otherwise specifically stated herein.

          Section 12. Counterparts. 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 13. Definitions. All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Credit Agreement.

[Signatures on Next Page]

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          IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Credit Agreement to be executed as of the date first above written.

  BORROWER
     
  PREIT ASSOCIATES, L.P.
     
  By: Pennsylvania Real Estate Investment Trust, its general partner
       
    By: /s/ Bruce Goldman                           
      Name: Bruce Goldman                     
      Title: Executive Vice President      

  PARENT
     
  PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
     
    By: /s/ Bruce Goldman                           
      Name: Bruce Goldman                     
      Title: Executive Vice President      

 

[Signatures Continued on Next Page]


[Guarantor Signature Pages to First Amendment to Credit Agreement
with PREIT Associates, L.P.]

       
       
  PREIT-RUBIN, INC.
  RUBIN II, INC.
  PREIT-RUBIN OP, INC.
  CROWN AMERICAN GC INC.
  CROWN AMERICAN VENTURES, INC.
  CROWN LYCOMING SERVICES ASSOCIATES
  CROWN AMERICAN SERVICES CORPORATION
       
  By: /s/ Bruce Goldman
   
  Name: Bruce Goldman
  Title: Executive Vice President
       
  PR SPRINGFIELD ASSOCIATES, L.P.
    By: PR Springfield Trust, by its duly
    authorized Trustee
       
      By: /s/ Jeffrey A. Linn
     
      Name: Jeffrey A. Linn
      Title: Trustee
       
  PR SPRINGFIELD TRUST, by its duly authorized Trustee
       
    By: /s/ Jeffrey A. Linn
   
    Name: Jeffrey A. Linn
    Title: Trustee

[Signatures Continued on Next Page]



  PR JACKSONVILLE LIMITED PARTNERSHIP
     By: PR Jacksonville LLC, general partner
   
           By: /s/ Jeffrey A. Linn
           Name: Jeffrey A. Linn
           Title: Director
   
  PR JACKSONVILLE LLC
   
     By: /s/ Jeffrey A. Linn
     Name: Jeffrey A. Linn
     Title: Director
   
  PR JK LLC
   
     By: /s/ Jeffrey A. Linn
     Name: Jeffrey A. Linn
     Title: Director
   
  1150 PLYMOUTH ASSOCIATES, INC.
  EXTON LICENSE, INC.
  R8267 PLYMOUTH ENTERPRISES, INC.
   
     By: /s/ George Rubin
     Name: George Rubin
     Title: President
   
  PREIT PROTECTIVE TRUST 1, by its duly authorized Trustee
        By: PREIT-RUBIN, Inc., Trustee
   
              By: /s/ Bruce Goldman
              Name: Bruce Goldman
              Title: Executive Vice President
   
  PREIT TRS, INC.
   
        By: /s/ Bruce Goldman
              Name: Bruce Goldman
              Title: President
   
  ECHELON BEVERAGE LLC
   
        By: /s/ Cynthia Boulden
        Name: Cynthia Boulden
        Title: Manager

[Signatures Continued on Next Page]



PR CHRISTIANA LLC PR GALLERY I LIMITED PARTNERSHIP
   By: PREIT Associates, L.P., sole member       By: PR Gallery I LLC, sole general partner
JACKSONVILLE ASSOCIATES             By: PREIT Associates, L.P., sole member
   By: PR South Blanding LLC, general partner PR GALLERY I LLC
      By: PREIT Associates, L.P., sole member       By: PREIT Associates, L.P., sole member
PR SOUTH BLANDING LLC PR PLYMOUTH MEETING LIMITED
   By: PREIT Associates, L.P., sole member PARTNERSHIP
PR INTERSTATE CONTAINER LLC       By: PR Plymouth Meeting LLC, sole general
   By: PREIT Associates, L.P., sole member       Partner
PR 8000 NATIONAL HIGHWAY, L.P.             By: PREIT Associates, L.P., sole member
   By: PR 8000 National Highway LLC, sole PR PLYMOUTH MEETING LLC
         general partner       By: PREIT Associates, L.P., sole member
            By: PREIT Associates, L.P., sole member PR EXTON LIMITED PARTNERSHIP
PR 8000 NATIONAL HIGHWAY LLC       By: PR Exton LLC, sole general partner
   By: PREIT Associates, L.P., sole member             By: PREIT Associates, L.P., sole member
PR 8000 AIRPORT HIGHWAY, L.P. PR EXTON LLC
   By: PR 8000 Airport Highway LLC, sole       By: PREIT Associates, L.P., sole member
   general partner PR MOORESTOWN LIMITED PARTNERSHIP
            By: PREIT Associates, L.P., sole member       By: PR Moorestown LLC, sole general partner
PR 8000 AIRPORT HIGHWAY LLC             By: PREIT Associates, L.P., sole member
   By: PREIT Associates, L.P., sole member PR MOORESTOWN LLC
ROOSEVELT II ASSOCIATES, L.P.       By: PREIT Associates, L.P., sole member
   By: PR Northeast LLC, sole general partner PR ECHELON LIMITED PARTNERSHIP
         By: PREIT Associates, L.P., sole member       By: PR Echelon LLC, sole general partner
PR FESTIVAL LIMITED PARTNERSHIP             By: PREIT Associates, L.P., sole member
   By: PR Festival LLC, sole general partner PR ECHELON LLC
            By: PREIT Associates, L.P., sole member       By: PREIT Associates, L.P., sole member
PR FESTIVAL LLC PR NEW CASTLE LLC
   By: PREIT Associates, L.P., sole member       By: PREIT Associates, L.P., sole member
PR FLORENCE LLC PLYMOUTH GROUND ASSOCIATES LP
   By: PREIT Associates, L.P., sole member       By: Plymouth Ground Associates LLC, sole
PR TITUS LIMITED PARTNERSHIP       general
   By: PR Titus LLC, sole member             By: PREIT Associates, L.P., sole member
         By: PREIT Associates, L.P., sole member PLYMOUTH GROUND ASSOCIATES LLC
PR TITUS LLC       By: PREIT Associates, L.P., sole member
   By: PREIT Associates, L.P., sole member WG PARK, L.P.
PR WARRINGTON LIMITED PARTNERSHIP       By: WG Park General, L.P., general partner
   By: PR Warrington LLC, sole general partner             By: WG Holdings of Pennsylvania, L.L.C.,
            By: PREIT Associates, L.P., sole member             general partner
PR WARRINGTON LLC                     By: WG Holdings, L.P., sole member
   By: PREIT Associates, L.P., sole member                          By: PRWG General, LLC, general
PRGL PAXTON LIMITED PARTNERSHIP                           partner
   By: PR Paxton LLC, sole general partner                           By: PREIT Associates, L.P., sole
            By: PREIT Associates, L.P., sole member                           member
PR PAXTON LLC  
   By: PREIT Associates, L.P., sole member  

  By: Pennsylvania Real Estate Investment
Trust, sole general partner
 
     
  By: /s/ Bruce Goldman
Name: Bruce Goldman
Title: Executive Vice President
 


WG PARK GENERAL, L.P.
   By: PREIT Associates, L.P., sole member
   By: WG Holdings of Pennsylvania, L.L.C., PR AEKI PLYMOUTH L.P.
   general partner    By: PR AEKI Plymouth LLC, sole general
         By: WG Holdings, L.P., sole member    partner
            By: PRWG General, LLC, general PR AEKI PLYMOUTH LLC
            partner    By: PREIT Associates, L.P., sole member
               By: PREIT Associates, L.P., sole PREIT SERVICES LLC
               member    By: PREIT Associates, L.P., sole member
WG HOLDINGS OF PENNSYLVANIA, L.L.C. PR NEWGARDEN, L.P.
   By: WG Holdings, L.P., sole member    By: PR New Garden LLC, sole general
         By: PRWG General, LLC, general partner    partner
            By: PREIT Associates, L.P., sole          By: PREIT Associates, L.P., sole member
            member PR NEW GARDEN LLC
WG HOLDINGS, L.P.    By: PREIT Associates, L.P., sole member
   By: PRWG General, LLC, general partner PR MAGNOLIA LLC
         By: PREIT Associates, L.P., general    By: PREIT Associates, L.P., sole member
         partner PR WESTGATE LIMITED PARTNERSHIP
PRWG GENERAL, LLC    By: PR Westgate LLC, sole general
   By: PREIT Associates, L.P., sole member    Partner
WG PARK LIMITED, L.P.          By: PREIT Associates, L.P., sole member
   By: WG Holdings of Pennsylvania, L.L.C., PR WESTGATE LLC
   general partner    By: PREIT Associates, L.P., sole member
         By: WG Holdings, L.P., sole member PR WIREGRASS COMMONS LLC
            By: PRWG General, LLC, general    By: PREIT Associates, L.P., sole member
            partner PR SCHUYLKILL LIMITED PARTNERSHIP
               By: PREIT Associates, L.P., sole    By: PR Schuylkill LLC, sole general partner
               member          By: PREIT Associates, L.P., sole member
PR NORTHEAST LIMITED PARTNERSHIP PR SCHUYLKILL LLC
   By: PR Northeast LLC, sole general partner    By: PREIT Associates, L.P., sole member
         By: PREIT Associates, L.P., sole member PR CROSSROAD I LLC
PR NORTHEAST LLC    By: PREIT Associates, L.P., sole member
   By: PREIT Associates, L.P., sole member PR CROSSROADS II LLC
ROOSEVELT ASSOCIATES, L.P.    By: PREIT Associates, L.P., sole member
   By: PR Northeast LLC, sole general partner PR VALLEY LLC
         By: PREIT Associates, L.P., sole member    By: PREIT Associates, L.P., sole member
PR BVM LLC  
PR VALLEY LIMITED PARTNERSHIP  
By: PR Valley LLC, sole general partner  
By: PREIT Associates, L.P., sole member  

  By: Pennsylvania Real Estate Investment
Trust, sole general partner
 
     
  By: /s/ Bruce Goldman
Name: Bruce Goldman
Title: Executive Vice President
 


CHERRY HILL CENTER, LLC
XGP LLC
 
   By: PR New Castle Associates, sole member    By: PR Exton Limited Partnership,sole
      By: PR New Castle LLC, sole general    member  
      partner       By: PR Exton LLC, general partner
         By: PREIT Associates, L.P., sole          By: PREIT Associates, L.P.,sole
         member          member  
PR NEW CASTLE ASSOCIATES X-I HOLDING L.P.  
   By: PR New Castle LLC, general partner    By: XGP LLC, general partner  
      By: PREIT Associates, L.P., sole member       By: PR Exton Limited Partnership, sole
ECHELON TITLE, LLC       member  
   By: PR Echelon Limited Partnership, sole          By: PR Exton LLC, general
   member          partner  
      By: PR Echelon LLC, general partner             By: PREIT Associates, L.P.,
         By: PREIT Associates, L.P., sole             sole member  
         member X-II HOLDING L.P.  
EXTON SQUARE PROPERTY LLC    By: XGP LLC, general partner  
   By: X-I Holding L.P., managing member       By: PR Exton Limited Partnership, sole
      By: XGP LLC, general partner       member  
         By: PR Exton Limited Partnership,          By: PR Exton LLC, general
         sole member          partner  
            By: PR Exton LLC, general             By: PREIT Associates, L.P.,
            partner             sole member  
               By: PREIT Associates, L.P., KEYSTONE PHILADELPHIA PROPERTIES, L.P.
               sole member    By: Keystone Philadelphia Properties, LLC,
EXTON SQUARE 1, LLC    general partner  
EXTON SQUARE 2, LLC       By: PR Gallery II, LLC, sole member
EXTON SQUARE 3, LLC          By: PREIT Associates, L.P., sole
EXTON SQUARE 4, LLC          member  
EXTON SQUARE 5, LLC KEYSTONE PHILADELPHIA PROPERTIES, LLC
EXTON SQUARE 6, LLC    By: PR Gallery II, LLC, sole member
EXTON SQUARE 7, LLC       By: PREIT Associates, L.P., sole
EXTON SQUARE 8, LLC       member  
EXTON SQUARE 9, LLC PR GALLERY II LIMITED PARTNERSHIP
EXTON SQUARE 10, LLC    By: PR Gallery II LLC, general partner
EXTON SQUARE 11, LLC       By: PREIT Associates, L.P., sole member
   By: X-II Holding L.P., sole member PR GALLERY II LLC  
      By: XGP LLC, general partner    By: PREIT Associates, L.P., sole member
         By: PR Exton Limited Partnership, MOOORESTOWN MALL LLC  
         sole member    By: PR Moorestown Limited Partnership, sole
            By: PR Exton LLC, general    member  
            partner       By: PR Moorestown LLC, general partner
               By: PREIT Associates, L.P.,          By: PREIT Associates, L.P., sole
               sole member          member  
PR SWEDES SQUARE LLC PR RADIO DRIVE LLC  
      By: PREIT Associates, L.P., sole member    By: PREIT Associates, L.P., sole member

  By: Pennsylvania Real Estate Investment
Trust, sole general partner
 
     
  By: /s/ Bruce Goldman
Name: Bruce Goldman
Title: Executive Vice President
 


[Signature Page to First Amendment to Credit Agreement
with PREIT Associates, L.P.]

  AGENT AND THE LENDERS
   
  WELLS FARGO BANK, NATIONAL ASSOCIATION, as
     Agent, Swingline Lender and as a Lender
   
  By: /s/ Charles Cook
        Name: Charles Cook
        Title: Vice President
   
  U.S. BANK NATIONAL ASSOCIATION
   
  By: /s/ Renee Lewis
     Name: Renee Lewis
     Title: Vice President
   
  COMMERZBANK AG NEW YORK AND GRAND
     CAYMAN BRANCHES
   
  By: /s/ Ralph C. Marra, Jr.
     Name: Ralph C. Marra, Jr.
     Title: Vice President
   
  By: /s/ Kersten Micke
     Name: Kirsten Micke
     Title: Assistant Treasurer
   
  MANUFACTURERS & TRADERS TRUST COMPANY
   
  By: /s/ Todd A. Detwiler
     Name: Todd A. Detwiler
     Title: Vice President
   
  JPMORGAN CHASE BANK, N.A. (successor by merger
     to BANK ONE, NA)
   
  By: /s/ Marc E. Constantino
     Name: Marc E. Constantino
     Title: Vice President

[Signatures Continued on Next Page]



[Signature Page to First Amendment to Credit Agreement
with PREIT Associates, L.P.]

  EUROHYPO AG, NEW YORK BRANCH
   
  By: /s/ Alfred Koch
     Name: Alfred Koch
     Title: Executive Director
   
  By: /s/ Stephen Cox
     Name: Stephen Cox
     Title: Vice President
   
  WACHOVIA BANK, NATIONAL ASSOCIATION
   
  By: /s/ Kimberly A. Ludtke
     Name: Kimberly A. Ludtke
     Title: Vice President
   
  UNION BANK OF CALIFORNIA, N.A
   
  By: /s/ Jack Kissane
     Name: Jack Kissane
     Title: Vice President
   
  ALLIED IRISH BANKS, P.L.C.
   
  By: /s/ Kathryn E. Murdoch
     Name: Kathryn E. Murdoch
     Title: Vice President
   
  By: /s/ Derrick Lynch
     Name: Derrick Lynch
     Title: Vice President
   
  CITIZENS BANK OF PENNSYLVANIA
   
  By: /s/ Kellie Anderson
     Name: Kellie Anderson
     Title: Vice President

[Signatures Continued on Next Page]


[Signature Page to First Amendment to Credit Agreement
with PREIT Associates, L.P.]
   
  NATIONAL CITY BANK
   
  By: /s/ William J. Lloyd, Jr.
     Name: William J. Lloyd, Jr.
     Title: Senior Vice President
   
  WILMINGTON TRUST OF PENNSYLVANIA
   
  By: /s/ Greg A. Hartin
     Name: Greg A. Hartin
     Title: Vice President
   
  BANK OF AMERICA, N.A
   
  By: /s/ Marianne E. Herbst
     Name: Marianne E. Herbst
     Title: Vice President
   
  CITICORP NORTH AMERICA, INC.
   
  By: /s/ Michael Chiopak
     Name: Michael Chiopak
     Title: Vice President
   
  FIRSTRUST BANK
   
  By: /s/ Bruce A. Gillespie
     Name: Bruce A. Gillespie
     Title: Vice President
   
  FLEET NATIONAL BANK, N.A.
   
  By: /s/ Marianne E. Herbst
     Name: Marianne E. Herbst
     Title: Vice President