PENNSYLVANIA REAL ESTATE INVESTMENT TRUST AMENDMENT TO TRUST AGREEMENT AS AMENDED AND RESTATED DECEMBER 16, 1997Pennsylvania Real Estate Investment Trust • October 1st, 2003 • Real estate investment trusts
The undersigned trustees of Pennsylvania Real Estate Investment Trust on this day of , , hereby amend the Trust Agreement as amended and restated December 16, 1997 (the "Agreement") as follows:
DESIGNATING AMENDMENT TO TRUST AGREEMENT DESIGNATING THE RIGHTS, PREFERENCES, PRIVILEGES, QUALIFICATIONS, LIMITATIONS AND RESTRICTIONS OF 11% NON-CONVERTIBLE SENIOR PREFERRED SHARES OF PENNSYLVANIA REAL ESTATE INVESTMENT TRUSTPennsylvania Real Estate Investment Trust • October 1st, 2003 • Real estate investment trusts
RESOLVED, that, subject to and effective upon the Effective Time of the Merger (as such terms are defined in that certain Agreement and Plan of Merger dated as of May 13, 2003 by and among PREIT, PREIT Associates, L.P., Crown American Realty Trust and Crown American Properties, L.P.) pursuant to the authority vested in the Board of Trustees and in accordance with the provisions of the Trust Agreement, there is hereby created and authorized a series of preferred shares of PREIT, and the rights, preferences, privileges, qualifications, limitations and restrictions of such series are as follows:
REED SMITH LLP LETTERHEAD]Pennsylvania Real Estate Investment Trust • October 1st, 2003 • Real estate investment trusts
We have acted as counsel to Crown American Realty Trust, a Maryland real estate investment trust (the "Company"), in connection with the proposed merger (the "Merger") of the Company with and into Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust (the "Acquiror"), pursuant to the terms of the Agreement and Plan of Merger by and among the Acquiror, the Company, PREIT Associates, L.P. and Crown American Properties, L.P., dated as of May 13, 2003 (the "Merger Agreement"), as more fully described in the registration statement on Form S-4 filed with the Securities and Exchange Commission on August 13, 2003, as amended through and including the date hereof (the "Registration Statement"). This opinion is being rendered pursuant to Section 6.3(e) of the Merger Agreement and will be filed as an exhibit to the Registration Statement on the date hereof. All capitalized terms used herein and not otherwise defined shall have the meanings specified in Merger Agreement.
