EXHIBIT 4.6
[FORM OF REPLACEMENT NOTE PURSUANT
TO FIRST AMENDMENT TO SECURED TERM LOAN AGREEMENT]
-------------------------
Bank Officer
REPLACEMENT NOTE
Philadelphia, Pennsylvania
$___________________ March __, 1995
FOR VALUE RECEIVED, PENNSYLVANIA REAL ESTATE INVESTMENT TRUST,
an unincorporated association in business trust form (the "Borrower") promises
to pay to the order of CORESTATES BANK, N.A., a national banking association
("Lender") on or before the Scheduled Maturity Date
Dollars ($ ), heretofore advanced or which may hereafter be
advanced by Lender to Borrower pursuant to that certain Secured Loan Agreement
dated November 9, 1994 by and among Borrower, Lender, Meridian Bank, Midlantic
Bank, N.A. and PNC Bank, National Association (the "1994 Loan Agreement") as
amended by that certain First Amendment to Secured Loan Agreement, dated the
date hereof (the "First Amendment"), executed by the parties to the 1994 Loan
Agreement (the 1994 Loan Agreement, as amended by the First Amendment and as
may hereafter be amended in writing), is referred to in this Note as the "Loan
Agreement"), in lawful money of the United States of America and in immediately
available funds. All initially capitalized terms used herein shall have the
same meanings ascribed to them in the Loan Agreement unless the context clearly
requires to the contrary.
Borrower also promises to pay interest on the unpaid principal
amount hereof from the date hereof to maturity (whether by acceleration or
otherwise) (i) if the Scheduled Maturity Date is postponed pursuant to the terms
of the Loan Agreement, with respect to that portion of the outstanding principal
balance hereof that is not an Adjusted LIBOR Amount or a Fixed Term Amount, at
the Prime Rate per annum, (ii) if the Scheduled Maturity Date is postponed
pursuant to the terms of the Loan Agreement, with respect to Adjusted LIBOR
Amounts, at the sum of the Adjusted LIBOR on the relevant Interest Rate
Determination Date plus one and eighty five one-hundredths of one percent
(1.85%) per annum, and (iii) with respect to each Fixed Term Amount, at the
applicable Fixed Term Rate determined from time to time in accordance with
Section 2.1.3 of the First Amendment. The applicable basis for determining the
rate(s) of interest payable hereunder shall be selected by Borrower at the time
a Notice of Rate Election is given pursuant to Section 2.2.2 of the 1994 Loan
Agreement, except that Fixed Term Rates shall be determined in accordance with
Section 2.1.3 of the First Amendment. If on any day any principal of this Note
is outstanding which is not a Fixed Term Amount and with respect to which notice
has not been delivered to Agent in accordance with the terms of the Loan
Agreement electing Adjusted LIBOR, then such portion of the outstanding
principal balance hereof shall bear interest at the Prime Rate, in accordance
with clause (i) of this paragraph.
Interest shall be payable on the Loan in arrears to the last
Business Day of each month, with the first payment to be made on the first
Business Day of the month next following the date of this Note and continuing
thereafter on the first Business Day of each month and at maturity.
Any principal payments on the Loan not paid when due and, to
the extent permitted by applicable law, any interest payment on the Loan not
paid when due, and any other amount due to Agent or Lender under the Loan
Agreement or any other Loan Document not paid when due, in any case whether at
stated maturity, by notice of prepayment, by acceleration or otherwise, shall
thereafter bear interest payable upon demand at a rate which is two percent (2%)
per annum in excess of the applicable Interest Rate or Fixed Term Rate until the
expiration of the then applicable Interest Period or, with respect to Fixed Term
Amounts, the Balance of the Term, and after the expiration of the then
applicable Interest Period or the then-current Scheduled Maturity Date, as the
case may be, at a rate which is two percent (2%) in excess of the Base Rate.
This Note is one of the Notes referred to in the Loan
Agreement and is issued pursuant to and entitled to the benefits of the Loan
Agreement to which reference is hereby made for a more complete statement of the
terms and conditions pertaining to Lender's Pro Rata Share of the Loan evidenced
hereby and by the other Notes were made and are to be repaid. All recoveries by
Lender under this Note or otherwise are subject to the provisions of Article 8
of the 1994 Loan Agreement.
All payments of principal and interest in respect of this Note
shall be made by Borrower without defense, setoff or counterclaim in immediately
available funds and delivered to Agent not later than 12:00 noon (Philadelphia
time) on the date due at Agent's offices located at ▇▇▇▇▇▇▇ Building, 10th
Floor, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ 1-8-10-67, Philadelphia, Pennsylvania 19107 or
at such other place as shall be designated in writing for such purpose in
accordance with the terms of the Loan Agreement. Funds received by Agent after
that time shall be deemed to have been paid by the Borrower on the next
succeeding Business Day.
Whenever any payment on this Note shall be stated to be due on
a day which is not a Business Day, such payment shall be made on the next
succeeding Business Day and such extension of time shall be included in the
computation of the payment of interest on this Note; provided, however, that in
the event that the day on which payment of principal and interest on an Adjusted
LIBOR Loan is due is not a Business Day, then the due date thereof shall be the
last Business Day of such month.
Borrower authorizes Agent to charge ▇▇▇▇▇▇▇▇'s accounts with
Agent (but only to the extent there are sufficient funds therein) in order to
cause timely payment to be made to Agent of all principal, interest and fees
hereunder, as provided in Section 1.5 of the 1994 Loan Agreement.
Borrower may prepay all or any portion of the outstanding
principal balance hereof subject to the terms and conditions of the Loan
Agreement.
The liabilities and obligations of the Borrower hereunder
shall be unconditional without regard to the liability or obligations of any
other party and shall not be in any manner affected by any indulgence whatsoever
granted or consented to by ▇▇▇▇▇▇, including, but without being limited to, any
extension of time, renewal, waiver or other modification. Any failure of Lender
to exercise any right hereunder shall not be construed as a waiver of the right
to exercise the same or any other right at any time and from time to time
thereafter.
This Note shall be governed as to its validity, interpretation
and effect by the internal laws of the Commonwealth of Pennsylvania for
contracts made and to be performed in Pennsylvania. Borrower consents to the
jurisdiction of the courts of Philadelphia County, Pennsylvania, or at the
election of the holder hereof, the United States District Court for the Eastern
District of Pennsylvania, in any and all actions and proceedings by ▇▇▇▇▇▇, and
the Borrower hereby irrevocably agrees to service of process by registered mail,
return receipt requested, postage prepaid at the Borrower's address appearing on
▇▇▇▇▇▇'s records.
BORROWER HEREBY WAIVES, AND ▇▇▇▇▇▇ BY ITS ACCEPTANCE HEREOF
THEREBY WAIVES, TRIAL BY JURY IN ANY LEGAL PROCEEDING INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY
WAY ARISING OUT OF OR RELATED TO THIS NOTE OR THE RELATIONSHIP EVIDENCED HEREBY.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER TO ENTER INTO, ACCEPT OR RELY
UPON THIS NOTE.
Borrower hereby waives presentment, demand for payment, notice
of dishonor or acceleration, protest or notice of protest and any and all
notices or demands in connection with the delivery, acceptance, performance,
default or enforcement of this Note.
Lender may assign a portion or portions of its rights and
obligations under this Note subject to the terms and conditions of the Loan
Agreement.
Upon the occurrence of an Event of Default, the unpaid balance
of the principal amount of this Note, together with all accrued but unpaid
interest thereon, and ▇▇▇▇▇▇'s Pro Rata Share of all other Indebtedness may
become, or may be declared to be, due and payable in the manner, upon the
conditions and with the effect provided in the Loan Agreement.
The terms of this Note may not be changed or amended orally
but only by an agreement in writing and signed by all Lenders, or by such number
of Lenders as all Lenders may determine from time to time.
▇▇▇▇▇▇▇▇ promises to pay all costs and expenses, including
reasonable attorneys' fees, as provided in Section 1.6 of the 1994 Loan
Agreement, incurred in the collection and enforcement of this Note. Borrower and
endorsers of this Note hereby consent to renewals and extensions of time at or
after the maturity hereof, without notice, and hereby waive diligence,
presentment, protest, demand and notice of every kind and, to the full extent
permitted by law, the right to plead any statute of limitations as a defense to
any demand hereunder.
If any provision of this Note shall for any reason be held to
be invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provision hereof, but this Note shall be construed as if such
invalid or unenforceable provision had never been contained herein.
This Note replaces and supersedes the Note made by Borrower in
favor of ▇▇▇▇▇▇ and dated November 9, 1994 (the "Prior Note"). To the extent
that the principal balance of this Note includes ▇▇▇▇▇▇▇▇'s indebtedness
hitherto evidenced by the Prior Note, this Note (i) merely re-evidences the
indebtedness hitherto evidenced by the Prior Note, (ii) is given an substitution
for, and not as payment of, the Prior Note and (iii) is in no way intended to
constitute a novation of the Prior Note.
The name and designation Pennsylvania Real Estate Investment
Trust is the designation of the Trustees from time to time under the Trust
Agreement amended and restated as of December 16, 1987 and recorded in the
Office for the Recording of Deeds in Norristown, ▇▇▇▇▇▇▇▇▇▇ County,
Pennsylvania, in Deed Book 4864, page 1463, and all persons dealing with the
Pennsylvania Real Estate Investment Trust must look solely to the Trust property
for the enforcement of any claims against the Pennsylvania Real Estate
Investment Trust, as neither the Trustees, officers, agents or shareholders of
the Pennsylvania Real Estate Investment Trust assume any personal liability for
obligations entered into by the Pennsylvania Real Estate Investment Trust by
reason of their status as said Trustee, officer, agent or shareholder.
IN WITNESS WHEREOF, the Borrower has caused this Note to be
executed and delivered by its duly authorized officer, as of the day and year
and at the place first above written.
PENNSYLVANIA REAL ESTATE
INVESTMENT TRUST
By:____________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustee
By:____________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Secretary
