FOURTH AMENDMENT TO SEVEN-YEAR TERM LOAN AGREEMENT
Exhibit 10.2
Loan Number: 1011175-0
FOURTH AMENDMENT TO SEVEN-YEAR TERM LOAN AGREEMENT
THIS FOURTH AMENDMENT TO SEVEN-YEAR TERM LOAN AGREEMENT (this “Amendment”) dated as of June 30, 2016, by and among PREIT Associates, L.P., a Delaware limited partnership (“PREIT”), PREIT-XXXXX, INC., a Pennsylvania corporation (“PREIT-XXXXX”), PENNSYLVANIA REAL ESTATE INVESTMENT TRUST, a Pennsylvania business trust (the “Parent”; together with PREIT and PREIT-XXXXX each individually, a “Borrower” and collectively, the “Borrower”), each of the LENDERS (as defined below) and XXXXX FARGO BANK, NATIONAL ASSOCIATION (the “Administrative Agent”).
WHEREAS, the Borrower, each of the financial institutions initially a signatory thereto together with their assignees pursuant to Section 11.6.(b) (the “Lenders”), and the Administrative Agent have entered into that certain Seven-Year Term Loan Agreement dated as of January 8, 2014 (as amended and in effect immediately prior to the date hereof, the “Term Loan Agreement”); and
WHEREAS, the Borrower, the Lenders and the Administrative Agent desire to amend certain provisions of the Term Loan Agreement on the terms and conditions contained herein; and
WHEREAS, pursuant to Section 2.19. of the Term Loan Agreement, the Borrower has requested the making of additional Loans.
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 Term Loan Agreement. Upon the effectiveness of this Amendment, the parties hereto agree that the Term Loan Agreement shall be amended as follows:
(a) The Term Loan Agreement is amended by adding the following new definitions in Section 1.1. in proper alphabetical order:
“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution.
“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.
“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent;
“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
“EEA Resolution Authority” means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
“Fourth Amendment Effective Date” means June 30, 2016
“Write-Down and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.
(b) The Term Loan Agreement is further amended by restating the following definitions set forth in Section 1.1. in their entirety as follows:
“Applicable Margin” means:
(a) Prior to the Investment Grade Rating Date, the Applicable Margin shall be determined pursuant to this clause (a) from time to time based on the percentage rate set forth in the table below corresponding to the level (each, a “Level”) in which the ratio of Total Liabilities to Gross Asset Value as determined from time to time in accordance with Section 8.1.(b) in effect at such time falls:
Level | Ratio of Total Liabilities to Gross Asset Value | Applicable Margin |
1 | Less than 0.450 to 1.00 | 1.35% |
2 | Equal to or greater than 0.450 to 1.00 but less than 0.500 to 1.00 | 1.45% |
3 | Equal to or greater than 0.500 to 1.00 but less than 0.550 to 1.00 | 1.60% |
4 | Equal to or greater than 0.550 | 1.90% |
The Applicable Margin shall be determined by the Administrative Agent from time to time, based on the ratio of Total Liabilities to Gross Asset Value as set forth in the Compliance Certificate most recently delivered by the Parent pursuant to Section 7.1.(a)(iii). Any adjustment to the Applicable Margin shall be effective as of the first day of the calendar month immediately following the month during which the Parent delivers to the Administrative Agent the applicable Compliance Certificate pursuant to Section 7.1.(a)(iii). If the Parent fails to deliver a Compliance Certificate pursuant to Section 7.1.(a)(iii), the Applicable Margin shall equal the percentage corresponding to Level 4 until the first day of the calendar month immediately following the month that the required Compliance Certificate is delivered. Notwithstanding the foregoing, for the period from the Fourth Amendment Effective
Date through but excluding the date on which the Administrative Agent first determines the Applicable Margin as set forth above, the Applicable Margin shall be determined based on Level 3. Thereafter, until the Investment Grade Rating Date, such Applicable Margin shall be adjusted from time to time as set forth in this clause (a).
(b) On, and at all times after, the Investment Grade Rating Date, the Applicable Margin shall be determined pursuant to this clause (b) based on the percentage rate set forth in the table below corresponding to the Level in which the Parent’s Credit Rating falls. During any period that the Parent has received Credit Ratings from each of S&P, Fitch and Xxxxx’x that are not equivalent and the difference between the highest and lowest of such Credit Ratings is (i) one Level, then the Applicable Margin shall be determined based on the highest of such Credit Ratings or (ii) two or more Levels, then the Applicable Margin shall be determined based on the average of the two highest Credit Ratings (unless the average is not a recognized Level, in which case the Applicable Margin shall be determined based on the second highest Credit Rating). During any period that the Parent has received only two Credit Ratings from any of S&P, Fitch and Xxxxx’x that are not equivalent and the difference between such Credit Ratings is (x) one Level, then the Applicable Margin shall be determined based on the higher of such Credit Ratings or (y) two or more Levels, then the Applicable Margin shall be determined based on the average of both such Credit Ratings (unless the average is not a recognized Level, in which case the Applicable Margin shall be determined based on the Credit Rating one Level below the Level corresponding to the higher Credit Rating). During any period that the Parent has only received a Credit Rating from Xxxxx’x or S&P, then the Applicable Margin shall be based upon such Credit Rating. During any period after the Investment Grade Rating Date that the Parent has (A) not received a Credit Rating from any Rating Agency or (B) only received a Credit Rating from a Rating Agency that is neither S&P nor Xxxxx’x, then the Applicable Margin shall be determined based on Level 4 in the table below. Any change in the Parent’s Credit Rating which would cause it to move to a different Level shall be effective as of the first day of the first calendar month immediately following such change.
Level | Credit Rating (S&P/Fitch/Xxxxx’x) | Applicable Margin |
1 | BBB+/Baa1 or better | 0.975% |
2 | BBB/Baa2 | 1.100% |
3 | BBB-/Baa3 | 1.350% |
4 | Lower than BBB-/Baa3 or not rated | 1.800% |
(c) The provisions of this definition shall be subject to Section 2.4.(c).
“Commitment” means, as to each Lender, such Lender’s obligation to make Loans prior to the Commitment Termination Date pursuant to Section 2.1. in an amount up to, but not exceeding the amount set forth for such Lender on Schedule I as such Lender’s “New Commitment Amount” or as set forth in any applicable Assignment and Assumption Agreement, or agreement executed by a Lender becoming a party hereto in accordance with Section 2.19., as the same may be reduced from time to time pursuant to Section 2.1.(a) or 2.14. or increased or reduced as appropriate to reflect any assignments to or by such Lender effected in accordance with Section 11.6. or increased as appropriate to reflect any increase effected
in accordance with Section 2.19.
“Commitment Termination Date” means the earlier of (a) June 30, 2017, and (b) the date on which the Commitments have been terminated or reduced to zero.
“Defaulting Lender” means, subject to Section 3.9.(d), any Lender that (a) has failed to (i) fund all or any portion of its Loans within 2 Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding set forth in Article V. (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within 2 Business Days of the date when due, (b) has notified the Borrower or the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding set forth in Article V. (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within 3 Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, or (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-in Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States of America or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 3.9.(d)) upon delivery of written notice of such determination to the Borrower and each Lender.
“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published for such day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations
for such day on such transactions received by the Administrative Agent from three Federal Funds brokers of recognized standing selected by the Administrative Agent.
“Termination Date” means December 29, 2021.
(c) The Term Loan Agreement is further amended by restating Section 2.1.(a) in its entirety as follows:
(a) Making of Loans. The aggregate unpaid principal amount of Loans made by each Lender to the Borrower prior to the Fourth Amendment Effective Date is set forth for such Lenders on Schedule I attached hereto under the heading “Existing Loans”. The aggregate unpaid principal amount of Loans outstanding of each Lender as of the Fourth Amendment Effective Date is set forth for such Lenders on Schedule I attached hereto under the heading “Reallocated Existing Loans”. Subject to the terms and conditions set forth in this Agreement, each Lender severally and not jointly agrees to make Loans to the Borrower during the period from and including the Fourth Amendment Effective Date to but excluding the Commitment Termination Date, in an aggregate principal amount of up to, but not exceeding, such Lender’s Commitment. The Loans shall be made to the Borrower in no more than four separate borrowings, and each borrowing of Loans under this subsection shall be in an aggregate minimum amount of $25,000,000 and integral multiples of $500,000 in excess thereof. Notwithstanding the immediately preceding sentence, a borrowing of Loans may be in the aggregate amount of the Commitments. Upon a Lender’s funding of a Loan, such Lender’s Commitment shall be permanently reduced by the principal amount of such Loan. On the Commitment Termination Date, unless previously terminated or reduced to zero in accordance with the immediately preceding sentence and/or Section 2.14., the Commitment of each Lender shall terminate. Any Loan or portion of a Loan made under this Section and repaid or prepaid may not be reborrowed.
(d) The Term Loan Agreement is further amended by restating the second sentence of Section 2.1(b) in its entirety as follows:
Each Notice of Borrowing shall specify the aggregate principal amount of the Loans to be borrowed, the date such Loans are to be borrowed (which must be a Business Day), the use of the proceeds of such Loans, the Type of the requested Loans, and if such Loans are to be LIBOR Loans, the initial Interest Period for such Loans and the principal amount of such Loans, if any, that the Borrower has elected to have subject to a Specified Derivatives Contract that provides a hedge against interest rate risk and the Specified Derivatives Contract(s) to which such amount is subject.”
(e) The Term Loan Agreement is further amended by restating the first sentence of Section 2.1.(d) in its entirety as follows:
With respect to Loans to be made after the Fourth Amendment Effective Date, unless the Administrative Agent shall have been notified by any Lender that such Lender will not make available to the Administrative Agent a Loan to be made by such Lender in connection with any borrowing, the Administrative Agent may assume that such Lender will make the proceeds of such Loan available to the Administrative Agent in accordance with this Section, and the Administrative Agent may (but shall not be obligated to), in reliance upon such assumption, make available to the Borrower the amount of such Loan to be provided by such Lender.
(f) The Term Loan Agreement is further amended by restating Section 2.8. in its entirety as follows:
Section 2.8. Optional Prepayments.
Subject to Section 4.4., the Borrower may prepay any Loan, in whole or part, at any time without premium or penalty. The Borrower shall give the Administrative Agent at least 3 Business Days prior written notice of the prepayment of any Loan. Each voluntary prepayment of Loans by the Borrower shall be in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess thereof or, if the Loans are being prepaid in full at such time, the prepayment may be in the amount of the Loans that are then outstanding.
(g) The Term Loan Agreement is further amended by restating the last sentence of Section 2.14. in its entirety as follows:
The Borrower shall pay all interest and fees on the Loans accrued to the date of such reduction or termination of the Commitments to the Administrative Agent for the account of the Lenders, including but not limited to any applicable compensation due to each Lender in accordance with Section 4.4.
(h) The Term Loan Agreement is further amended by restating the first sentence of Section 2.19. in its entirety as follows:
The Borrower shall have the right at any time and from time to time (a) prior to the Commitment Termination Date, but only so long as the existing Commitments have been fully utilized, and (b) during the period beginning on the Commitment Termination Date to but excluding the Termination Date, to request additional Loans by providing written notice to the Administrative Agent, which notice shall be irrevocable once given; provided, however, that after giving effect to any such additional Loans, the aggregate amount of the Loans shall not exceed $400,000,000.
(i) The Term Loan Agreement is further amended by restating subsections (b) and (c) of Section 3.5. in their entirety as follows:
(b) Facility Fees. During the period from the Fourth Amendment Effective Date to but excluding the Commitment Termination Date, the Borrower agrees to pay to the Administrative Agent for the account of the Lenders an unused facility fee equal to the sum of the daily amount of the Commitments in effect from time to time, multiplied by a per annum rate equal to 0.20%. Such fee shall be computed on a daily basis and payable in arrears on the first day of each January, April, July, and October of each year beginning with October 1, 2016 and on the Commitment Termination Date.
(c) Intentionally Omitted.
(j) The Term Loan Agreement is further amended by restating first sentence of Section 4.6. in its entirety as follows:
If (a) a Lender requests compensation pursuant to Section 3.10. or 4.1., and the Requisite Lenders are not also doing the same, (b) the obligation of a Lender to make LIBOR Loans or to Continue, or to Convert Base Rate Loans into LIBOR Loans shall be suspended pursuant to Section 4.1.(c) or 4.3. but the obligation of the Requisite Lenders shall not have been suspended under such Sections, or (c) a Lender is a Non‑Consenting Lender or a Defaulting Lender, then, so long as there does not then exist any Default or Event of Default, the Borrower may demand that such Lender (the “Affected Lender”), and upon such demand the Affected Lender shall promptly, assign its Commitment and all of its outstanding Loans to an Eligible Assignee subject to and in accordance with the provisions of Section 11.6.(b) for a purchase price equal to the aggregate principal balance of Loans then owing to the Affected Lender plus any accrued but unpaid interest thereon and accrued but unpaid fees and other amounts owing to the Affected Lender under the Loan Documents.
(k) The Term Loan Agreement is further amended by replacing each reference to
“Agreement Date” contained in Section 6.1.(b), Section 6.1.(h), Section 6.1.(i), and Section 6.1.(w) with a reference to “Fourth Amendment Effective Date”.
(l) The Term Loan Agreement is further amended by restating Section 6.1.(f) in its entirety as follows:
(f) Title to Properties. Schedule 6.1.(f) is, as of the Fourth Amendment Effective Date, a complete and correct listing of all Properties of the Borrower, the other Loan Parties and all other Subsidiaries, setting forth, for each such Property, (i) to the best of the Loan Parties’ knowledge, the occupancy status of such Property as of Xxxxx 00, 0000, (xx) whether such Property is a Project Under Development and, (iii) if such Property is a Project Under Development, the status of completion of such Property. Each Borrower, the other Loan Parties and all other Subsidiaries has good, marketable and legal title to, or a valid leasehold interest in, its respective assets necessary to the conduct of their businesses.
(m) The Term Loan Agreement is further amended by restating Section 6.1.(g) in its entirety as follows:
(g) Existing Indebtedness; Liabilities. Part I of Schedule 6.1.(g) is, as of March 31, 2016 (unless otherwise indicated on Part I of such Schedule), a complete and correct listing of all Indebtedness (including all Guarantees of Indebtedness) of each Borrower, the other Loan Parties, the other Subsidiaries, any Consolidated Affiliates and any Unconsolidated Affiliates, and if such Indebtedness is secured by any Lien, a description of all of the property subject to such Lien. The aggregate principal amount of Indebtedness for which any Borrower, any other Loan Party, any other Subsidiary, any Consolidated Affiliate or any Unconsolidated Affiliate has become obligated since the dates referred to in the immediately preceding sentence, does not exceed $10,000,000 in the aggregate. As of the Fourth Amendment Effective Date, the Loan Parties and the other Subsidiaries have performed and are in compliance with all of the terms of all Indebtedness of the Loan Parties and other Subsidiaries and all instruments and agreements relating thereto, and no default or event of default, or event or condition which with the giving of notice, the lapse of time, or both, would constitute such a default or event of default, exists with respect to any such Indebtedness. Part II of Schedule 6.1.(g) is, as of March 31, 2016, to the best of the Loan Parties’ knowledge, a complete and correct listing of all Total Liabilities of the Borrower, the other Loan Parties and the other Subsidiaries (excluding any Indebtedness set forth on Part I of such Schedule but including Contingent Obligations not set forth on Part I of such Schedule). The aggregate amount of Total Liabilities
for which any Borrower, any other Loan Party, any other Subsidiary, any Consolidated Affiliate or any Unconsolidated Affiliate has become obligated since March 31, 2016 (excluding any Indebtedness set forth on Part I of such Schedule but including Contingent Obligations not set forth on Part I of such Schedule), does not exceed $10,000,000 in the aggregate.
(n) The Term Loan Agreement is further amended by restating Section 6.1.(k) in its entirety as follows:
(k) Financial Statements. The Parent has furnished to each Lender copies of (i) the audited consolidated balance sheet of the Parent and its consolidated Subsidiaries for the fiscal year ended December 31, 2015, and the related consolidated statements of income, shareholders’ equity and cash flows for the fiscal year ended on such date, with the opinion thereon of KPMG LLP and (ii) the unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries for the fiscal quarter ended March 31, 2016, and the related unaudited consolidated statements of operations, shareholders’ equity and cash flow of the Borrower and its consolidated Subsidiaries for the three fiscal quarter period ended on such date. Such financial statements (including in each case related schedules and notes) present fairly, in accordance with GAAP consistently applied throughout the periods involved, and in all material respects, the consolidated financial position of the Parent and its consolidated Subsidiaries as at their respective dates and the results of operations and the cash flow for such periods (subject, as to interim statements, to changes resulting from normal year-end audit adjustments). Neither the Parent nor any of its Subsidiaries has on the Fourth Amendment Date any material contingent liabilities, liabilities, liabilities for taxes, unusual or long-term commitments or unrealized or forward anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said financial statements.
(o) The Term Loan Agreement is further amended by adding the following subsection (y) immediately following subsection (x) of Section 6.1. thereof.
(y) EEA Financial Institution. No Loan Party is an EEA Financial Institution.
(p) The Term Loan Agreement is further amended by adding to the end of Article XI the following new Section 11.21.
Section 11.21. Acknowledgement and Consent to Bail-In of EEA Financial Institutions.
Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an EEA Financial Institution; and
(b) the effects of any Bail-in Action on any such liability, including, if applicable:
(i) a reduction in full or in part or cancellation of any such liability;
(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or
(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.
(q) The Term Loan Agreement is further amended by deleting each of Schedules I, 6.1.(b), 6.1.(f), 6.1.(g), 6.1.(h), 6.1.(i), and 6.1.(w) in their entirety and replacing such Schedules with the corresponding Schedules attached hereto.
Section 2. Conditions Precedent. The effectiveness of this Amendment is subject to receipt by the Administrative Agent of each of the following, each in form and substance satisfactory to the Administrative Agent:
(a) a counterpart of this Amendment duly executed by the Borrower, the Administrative
Agent and each of the Lenders;
(b) a Guarantor Acknowledgement substantially in the form of Annex A attached hereto, executed by each Guarantor;
(c) Notes executed by the Borrowers, payable to each Lender, other than any Lender that has requested that it not receive a Note, and in the original principal amount of such Lender’s Commitment plus the aggregate unpaid principal amount of Loans then made by such Lender prior to the Fourth Amendment Effective Date;
(d) an opinion of counsel to the Borrowers and the other Loan Parties addressed to the Administrative Agent and the Lenders regarding such matters as the Administrative Agent may reasonably request;
(e) a certificate of incumbency signed by the Secretary or Assistant Secretary (or other individual performing similar functions) of each Loan Party with respect to each of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which such Loan Party is a party;
(f) the certificate or articles of incorporation, articles of organization, certificate of limited partnership, declaration of trust or other comparable organizational instrument (if any) of the Borrowers
and each other Loan Party, certified as of a recent date by the Secretary of State of the State of formation of such Loan Party, or in the case of any Loan Party that has not altered its organizational instrument since the date such Loan Party became a party to the Term Loan Agreement or the Guaranty, as applicable, a certificate from the Secretary or Assistant Secretary (or other individual performing similar functions) of such Loan Party certifying that there have been no changes to the organizational instrument delivered by such Loan Party after the date such Loan Party became a party to the Term Loan Agreement or the Guaranty, as applicable;
(g) a certificate of good standing or certificate of similar meaning with respect to each Loan Party issued as of a recent date by the Secretary of State of the state of formation of each such Person and certificates of qualification to transact business or other comparable certificates issued by each Secretary of State (and any state department of taxation, as applicable) of each state in which such Person is required to be so qualified and where failure to be so qualified could reasonably be expected to have a Material Adverse Effect;
(h) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of the Borrowers and each other Loan Party of the by-laws of such Person, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity, or in the case of any Loan Party that has not altered its by-laws, operating agreement, partnership agreement or other comparable document since the date such Loan Party became a party to the Term Loan Agreement or the Guaranty, as applicable, a certificate from the Secretary or Assistant Secretary (or other individual performing similar functions) of such Loan Party certifying that there have been no changes to the by-laws, operating agreement, partnership agreement or other comparable document delivered by such Loan Party after the date such Loan Party became a party to the Term Loan Agreement or the Guaranty, as applicable;
(i) copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of the Borrowers and each other Loan Party of all corporate, partnership, member or other necessary action taken by each such Loan Party to authorize the execution, delivery and performance of the this Amendment and the Loan Documents to which it is a party being executed and delivered in connection with this Amendment;
(j) evidence that all fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid;
(k) a Disbursement Instruction Agreement executed by the Borrower effective as of the Fourth Amendment Effective Date; and
(l) such other documents, instruments and agreements as the Administrative Agent may
reasonably request.
Section 3. Allocations. The Administrative Agent, the Borrower and each Lender agree that upon the Fourth Amendment Effective Date, the Loans outstanding immediately prior to the Fourth Amendment Effective Date (the “Existing Loans”) shall be allocated among the Lenders in accordance with their respective Commitment Percentages calculated based solely on the Commitments of the Lenders in the column “New Commitment Amount” set forth on Schedule I attached hereto (the “Post-Amendment Commitment Percentage”). To effect such allocations, each Lender whose Post-Amendment Commitment Percentage exceeds the amount of such Lender’s Commitment Percentage immediately prior to the effectiveness of this Amendment and each New Lender (as defined below)
shall make a Loan in such amount as is necessary so that the aggregate principal amount of Loans held by such Lender shall equal such Lender’s Post-Amendment Commitment Percentage of the aggregate outstanding principal amount of the Existing Loans. The Administrative Agent shall make such amounts of the proceeds of such Loans available to each Lender whose Post-Amendment Commitment Percentage is less than the amount of such Lender’s Commitment Percentage immediately prior to the effectiveness of this Amendment as is necessary so that the aggregate principal amount of Loans held by such Lender shall equal such Lender’s Post-Amendment Commitment Percentage of the aggregate outstanding principal amount of the Existing Loans. Except for any Notes to be provided to the Lenders in the principal amount of their respective Commitments, no other documents, instruments or fees (other than fees set forth in Section 2(j) above) shall be, or shall be required to be, executed or paid in connection with such allocations (all of which are hereby waived, as necessary).
Citizens Bank, N.A., U.S. Bank National Association, JPMorgan Chase Bank, N.A., PNC Bank, National Association, Associated Bank, National Association, and Branch Banking and Trust Company (collectively, the “New Lenders”), as a new Lenders under the Agreement on the Fourth Amendment Effective Date, together with the other Lenders, hereby agree to provide a Commitment in the amount of the New Commitment Amount set forth for such Lender on Schedule I attached hereto. On the Fourth Amendment Effective Date, the New Lenders agree to become and shall be deemed a Lender for all purposes of the Agreement, and each reference to the Lenders in the Agreement shall be deemed to include the New Lenders. The New Lenders hereby appoint Xxxxx Fargo as the Administrative Agent and authorizes the Administrative Agent to take such action on its behalf and to exercise such powers under the Agreement and other Loan Documents as are delegated to the Administrative Agent by the terms thereof.
Section 4. Representations. Each Borrower represents and warrants to the Administrative Agent and the Lenders that:
(a) Authorization. Each Borrower has the right and power, and has taken all necessary action to authorize it, to execute and deliver this Amendment and the other Loan Documents to which such Borrower is a party and being executed and delivered in connection with this Amendment (together with this Amendment, collectively the “Amendment Documents”) and to perform its obligations under the Amendment Documents and under the Term Loan Agreement, as amended by this Amendment, in accordance with their respective terms. Each Amendment Document has been duly executed and delivered by a duly authorized signatory of each Borrower or a general partner of such Borrower, as applicable and the Amendment Documents and the Term Loan Agreement, as amended by this Amendment, are legal, valid and binding obligations of each Borrower and are enforceable against such Persons in accordance with their 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 in the Amendment Documents or in the Term Loan Agreement may be limited by equitable principles generally.
(b) Compliance with Laws, etc. The execution and delivery by each Borrower of the Amendment Documents and the performance by each Borrower of the Amendment Documents and the Term Loan 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 Administrative Agent for the benefit of the Lenders.
(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 5. Reaffirmation of Representations. Each Borrower hereby certifies that as of the date hereof the representations and warranties made or deemed made by Borrower to the Administrative Agent and the Lenders in the Term Loan Agreement and the other Loan Documents to the Parent or Borrower is a party are true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation and warranty is true and correct in all respects) 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 correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case, such representation or warranty was true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents.
Section 6. Certain References. Each reference to the Term Loan Agreement in any of the Loan Documents shall be deemed to be a reference to the Term Loan Agreement as amended by this Amendment. This Amendment is a Loan Document.
Section 7. Expenses. The Borrower shall reimburse the Administrative Agent upon demand for all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Administrative 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 8. Benefits. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
Section 9. 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 10. Effect. Except as expressly herein amended, the terms and conditions of the Term Loan Agreement and the other Loan Documents remain in full force and effect. The amendments contained herein shall be deemed to have prospective application only from the date as of which this Amendment is dated. The Term Loan Agreement is hereby ratified and confirmed in all respects. Nothing in this Amendment shall limit, impair or constitute a waiver of the rights, powers or remedies available to the Administrative Agent or the Lenders under the Term Loan Agreement or any other Loan Document.
Section 11. 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 12. Definitions. All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Term Loan Agreement as amended by this Amendment.
Section 13. Additional Arranger. The parties hereby acknowledge the appointment of Citizens Bank, N.A. as a joint lead arranger in respect of the arrangement and syndication of the Commitments made available on the Fourth Amendment Effective Date.
[Signatures on Next Page]
IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to Seven-Year Term Loan Agreement to be executed by their authorized officers all as of the day and year first above written.
PREIT Associates, L.P.
By: Pennsylvania Real Estate Investment Trust,
its general partner
By: s/s Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President Finance and Acquisitions
PREIT-XXXXX, INC.
By: s/s Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President Finance and Acquisitions
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
By: s/s Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President Finance and Acquisitions
[Signatures Continued on Next Page]
[Signature Page to Fourth Amendment to Seven-Year Term Loan Agreement
with PREIT Associates, L.P. et al.]
CAPITAL ONE, NATIONAL ASSOCIATION
By: s/s Xxxxxxxxx X. Xxxxxxx
Name: Xxxxxxxxx X. Xxxxxxx
Title: Senior Vice President
[Signatures Continued on Next Page]
[Signature Page to Fourth Amendment to Seven-Year Term Loan Agreement
with PREIT Associates, L.P. et al.]
CITIZENS BANK OF PENNSYLVANIA
By: s/s Xxxxx X. Xxxxxxxxx
Name: Xxxxx X. Xxxxxxxxx
Title: Senior Vice President
[Signatures Continued on Next Page]
[Signature Page to Fourth Amendment to Seven-Year Term Loan Agreement
with PREIT Associates, L.P. et al.]
MANUFACTURERS AND TRADERS TRUST COMPANY
By: s/s Xxxxxxx XxXxxxx
Name: Xxxxxxx X. XxXxxxx
Title: Vice President
[Signatures Continued on Next Page]
[Signature Page to Fourth Amendment to Seven-Year Term Loan Agreement
with PREIT Associates, L.P. et al.]
MUFG Union Bank, N.A. (formerly known as Union Bank,
N.A.)
By: s/s Xxxxxx Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: Managing Director
[Signatures Continued on Next Page]
[Signature Page to Fourth Amendment to Seven-Year Term Loan Agreement
with PREIT Associates, L.P. et al.]
US BANK NATIONAL ASSOCIATION
By: s/s Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Senior Vice President
[Signatures Continued on Next Page]
[Signature Page to Fourth Amendment to Seven-Year Term Loan Agreement
with PREIT Associates, L.P. et al.]
JPMORGAN CHASE BANK, NA
By: s/s Xxxxxxxxx Xxxxxxx
Name: Xxxxxxxxx Xxxxxxx
Title: Executive Director
[Signatures Continued on Next Page]
[Signature Page to Fourth Amendment to Seven-Year Term Loan Agreement
with PREIT Associates, L.P. et al.]
PNC BANK, NATIONAL ASSOCIATION
By: s/s Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Vice President, Relationship Manager
[Signatures Continued on Next Page]
[Signature Page to Fourth Amendment to Seven-Year Term Loan Agreement
with PREIT Associates, L.P. et al.]
ASSOCIATED BANK, NATIONAL ASSOCIATION
By: s/s Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Senior Vice President
[Signatures Continued on Next Page]
[Signature Page to Fourth Amendment to Seven-Year Term Loan Agreement
with PREIT Associates, L.P. et al.]
BRANCH BANKING AND TRUST COMPANY
By: s/s Xxxx Xxxxx
Name: Xxxx Xxxxx
Title: Vice President
[Signatures Continued on Next Page]
ANNEX A
FORM OF GUARANTOR ACKNOWLEDGEMENT
THIS GUARANTOR ACKNOWLEDGEMENT dated as of June 30, 2016 (this “Acknowledgement”) executed by each of the undersigned (the “Guarantors”) in favor of Xxxxx Fargo Bank, National Association, as Administrative Agent (the “Administrative Agent”), and each “Lender” a party to the Term Loan Agreement referred to below (the “Lenders”).
WHEREAS, PREIT Associates, L.P., a Delaware limited partnership (“PREIT”), PREIT-XXXXX, INC., a Pennsylvania corporation, PENNSYLVANIA REAL ESTATE INVESTMENT TRUST, a Pennsylvania business trust (the “Parent”; together with PREIT and PREIT-RUIBN each individually, a “Borrower” and collectively, the “Borrower”), the Lenders, the Administrative Agent and certain other parties have entered into that certain Seven-Year Term Loan Agreement dated as of January 8, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Term Loan Agreement”);
WHEREAS, each of the Guarantors is a party to that certain Guaranty dated as of January 8, 2014 (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”) pursuant to which they guarantied, among other things, the Borrower’s obligations under the Term Loan Agreement on the terms and conditions contained in the Guaranty;
WHEREAS, the Borrower, the Administrative Agent and the Lenders are to enter into a Fourth Amendment to Term Loan Agreement dated as of the date hereof (the “Amendment”), to amend the terms of the Term Loan Agreement on the terms and conditions contained therein; and
WHEREAS, it is a condition precedent to the effectiveness of the Amendment that the Guarantors execute and deliver this Acknowledgement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows:
Section 1. Reaffirmation. Each Guarantor hereby reaffirms its continuing obligations to the Administrative Agent and the Lenders under the Guaranty and agrees that the transactions contemplated by the Amendment, including without limitation, the making of additional Loans under the Term Loan Agreement, 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 2. Governing Law. THIS ACKNOWLEDGEMENT 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 3. Counterparts. This Acknowledgement 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.
[Signatures on Next Page]
IN WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guarantor Acknowledgement as of the date and year first written above.
THE GUARANTORS:
[GUARANTOR]
By:__________________________
Name:_________________________
Title:____________________________
Address for Notices for all Guarantors:
c/o PREIT Associates, L.P.
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxx
Telephone: (000) 000-0000
Telecopy: (000) 000-0000
SCHEDULE I
Commitments
Lender | Existing Loans | Reallocated Existing Loans | New Commitment Amount |
Xxxxx Fargo Bank, National Association | $35,000,000 | $20,000,000 | $30,000,000 |
Capital One, National Association | $35,000,000 | $20,000,000 | $30,000,000 |
Citizens Bank, N.A. | N/A | $20,000,000 | $30,000,000 |
Manufacturers and Traders Trust Company | $15,000,000 | $8,000,000 | $12,000,000 |
MUFG Union Bank, N.A. | $15,000,000 | $6,000,000 | $9,000,000 |
U.S. Bank National Association | N/A | $5,500,000 | $8,250,000 |
JPMorgan Chase Bank, N.A. | N/A | $5,500,000 | $8,250,000 |
PNC Bank, National Association | N/A | $5,500,000 | $8,250,000 |
Associated Bank, National Association | N/A | $5,500,000 | $8,250,000 |
Branch Banking and Trust Company | N/A | $4,000,000 | $6,000,000 |
TOTAL | $100,000,000 | 100,000,000 | $150,000,000 |
Schedule 6.1.(b) - Ownership Structure
PART I
Limited Partnerships
Limited Partnerships | Jurisdiction of Organization | Each Person holding any Equity Interest in the Subsidiary; nature of the Equity Interest; percentage ownership of Subsidiary represented by the Equity Interest | Property Owned by Subsidiary |
801 Developers, LP | PA | 801 Developers GP, LLC - 1.0% GP PREIT - 99% LP | See 801-Gallery Associates, L.P. |
Bala Cynwyd Associates, LP | PA | PR Cherry Hill Office GP, LLC - 0.1% GP PREIT - 99.9% LP | One Cherry Hill Plaza |
Cumberland Mall Associates | NJ | PR Cumberland GP, LLC - 1% GP PR Cumberland LP, LLC - 99% LP | Cumberland Mall |
Plymouth Ground Associates, LP | PA | Plymouth Ground Associates LLC - 0.1% GP PREIT - 99.9% LP | Plymouth Meeting Mall (fee owner) |
PR 8-10 Market LP | DE | PR 8-10 Market Mezz LLC - 0.1% GP PREIT - 99.9% LP | See PM Gallery LP |
PR 907 Market Mezz LP | DE | PR 907 Market Mezz GP LLC - 1.0% GP PREIT - 99.0% LP | See PR 907 Market LP |
PR AEKI Plymouth, L.P. | DE | PR AEKI Plymouth LLC - 0.1% GP PREIT - 99.9% LP | IKEA Parcel |
XX Xxxxxx Valley Limited Partnership | PA | XX Xxxxxx Valley LLC - 1% GP PREIT - 99% XX | Xxxxxx Valley Mall (Parcels 1 & 2) |
XX XXX LP | PA | XX XXX GP, LLC - 1% GP PREIT - 99% LP | Lehigh Valley Mall - Boscov’s Outparcel (50% joint venture) |
PR Capital City Limited Partnership | PA | PR Capital City LLC - 0.5% GP PREIT - 99.5% LP | Capital City Mall (leasehold) |
PR CC Limited Partnership | PA | PR CC I LLC - 0.01% GP PREIT - 99.99% LP | Capital City Mall (land) |
PR Echelon Limited Partnership | PA | PR Echelon LLC - 0.1% GP PREIT - 99.9% LP | See Echelon Title, LLC |
PR Exton Limited Partnership | PA | PR Exton LLC - 0.1% GP PREIT - 99.9% LP | See XGP LLC, X-I Holding LP and X-II Holding LP |
PR Exton Outparcel Holdings, LP | PA | PR Exton Outparcel GP, LLC - 0.1% GP PREIT - 99.9% LP | See PR Exton Outparcel Limited Partnership |
PR Exton Outparcel Limited Partnership | PA | PR Exton Outparcel GP, LLC - 0.1% GP PR Exton Outparcel Holdings, LP - 99.9% XX | Xxxxx Outparcel |
PR Exton Square Property, L.P. (f/k/a X-I Holding LP) | DE | XGP LLC - 1% GP PR Exton Limited Partnership - 99% XX | Xxxxx Square Mall Parcel and Leasehold and Fee interest in Kmart parcel at Mall |
PR Financing Limited Partnership | DE | PR Financing I LLC - 0.5% GP PREIT - 99.5% LP | Xxxxxxx Xxxxx Key Mall Jacksonville Mall (leasehold) Xxxxxxx Xxxxx Mall Viewmont Mall* *Certain parcels at these properties are owned by PREIT-XXXXX OP, Inc. |
PR Gainesville Limited Partnership | DE | PR Gainesville LLC - 0.1% GP PR GV LP - 99.9% LP | 540 acres of land in Alachua County near Gainesville, Florida |
PR Gallery II Limited Partnership | PA | PR Gallery II LLC - 0.1% GP PREIT - 99.9% LP | See Keystone Philadelphia Properties, L.P. |
PR GV LP | DE | PR GV LLC - 0.1% GP PREIT - 99.9% LP | See PR Gainesville Limited Partnership |
PR Holding Sub Limited Partnership | PA | PR Holding Sub LLC - 0.1% GP PREIT - 99.9% LP | Stand by acquisition entity for Pennsylvania transactions |
PR Jacksonville Limited Partnership | PA | PR Jacksonville LLC - 0.5 % GP PREIT - 99.5% LP | Jacksonville Mall |
XX Xxxxx Valley Limited Partnership | PA | XX Xxxxx Valley LLC - 0.01% GP PREIT - 99.99% XX | Xxxxx Valley Mall (record title holder and ground lessor) |
PR Lycoming Limited Partnership (to be dissolved) | PA | PR Lycoming LLC - 0.01% GP PREIT - 99.99% LP | None |
XX Xxxxxx Old Trail Limited Partnership | PA | XX Xxxxxx Old Trail, LLC - 0.1% GP XX Xxxxxx Old Trail Holdings, L.P. - 99.9% LP | None |
XX Xxxxxx Old Trail Holdings, L.P. | PA | XX Xxxxxx Old Trail Holdings LLC - 0.1% GP PREIT-XXXXX, INC. - 99.9% LP | See XX Xxxxxx Old Trail Limited Partnership. |
XX Xxxxxx Unit One Holdings, L.P. (to be dissolved) | PA | XX Xxxxxx Unit One GP, LLC - 0.01% GP PREIT-XXXXX, INC. - 99.99% LP | See XX Xxxxxx Unit One Limited Partnership |
XX Xxxxxx Unit One Limited Partnership (to be dissolved) | PA | XX Xxxxxx Unit One GP, LLC - 0.01% GP XX Xxxxxx Unit One Holding, L.P. - 99.99% LP | None |
XX Xxxxxx Unit 10C Holdings, L.P. (to be dissolved) | PA | XX Xxxxxx Unit 10C GP, LLC - 0.01% GP PREIT-XXXXX, INC. - 99.99% LP | See XX Xxxxxx Unit 10C Limited Partnership |
XX Xxxxxx Unit 10C Limited Partnership (to be dissolved) | PA | XX Xxxxxx Unit One GP, LLC - 0.01% GP XX Xxxxxx Xxxx 00X Xxxxxxxx, X.X. - 00.00% XX | Xxxx |
XX Xxxxxxxxxx Limited Partnership | PA | PR Moorestown LLC - 0.1% GP PREIT - 99.9% LP | See Moorestown Mall LLC |
PR New Castle Associates | PA | PR New Castle LLC - 0.1% GP PREIT - 99.9% LP | See Cherry Hill Center, LLC |
PR New Garden Limited Partnership | PA | PR New Garden LLC - 0.1% GP PREIT - 99.9% LP | 22.3 acre parcel of land and 4.9 acre parcel of land in New Garden Township, Xxxxxxx County, Pennsylvania |
PR New Garden Residential Limited Partnership | PA | PR New Garden Residential LLC - 0.1% GP PREIT-XXXXX, INC. - 99.9% LP | Residential parcel (46.7 acres) in New Garden Township, Xxxxxxx County, Pennsylvania |
PR New Garden/ Chesco Limited Partnership | PA | PR New Garden/Chesco LLC - 0.1% GP PR New Garden/Chesco Holdings, Limited Partnership - 99.9% LP | Retail parcels (107.8 acres) in New Garden Township, Xxxxxxx County, Pennsylvania |
PR New Garden/ Chesco Holdings, Limited Partnership | PA | PR New Garden/Chesco Holdings LLC - 0.1% GP PREIT - 99.9% LP | See PR New Garden/Chesco Limited Partnership |
PR Outdoor, LP | PA | PR Outdoor, LLC -0.01% GP PREIT-XXXXX, INC. - 99.99% LP | See Catalyst Outdoor Advertising, LLC |
PR Outdoor 2, L.P. | PA | PR Outdoor 2, LLC - 0.01% GP PREIT-XXXXX, INC. - 99.99% LP | See Catalyst Outdoor 2, LLC |
XX Xxxxxx Park Mall Limited Partnership (to be dissolved) | PA | XX Xxxxxx Park, L.P. - 50.1% GP PREIT - 49.9% LP | None |
XX Xxxxxx Park, L.P. (to be dissolved) | PA | XX Xxxxxx Park Trust - 1% GP PREIT - 99% LP | See XX Xxxxxx Park Mall Limited Partnership |
PR Pitney Lot 3 Holdings, L.P. (to be dissolved) | PA | PR Pitney Lot 3 GP, LLC - 0.01% GP PREIT-XXXXX, INC. - 99.99% LP | See PR Pitney Lot 3 Limited Partnership |
PR Pitney Lot 3 Limited Partnership (to be dissolved) | PA | PR Pitney Lot 3 GP, LLC - 0.01% GP PR Pitney Xxx 0 Xxxxxxxx, X.X. - 00.00% XX | Xxxx |
XX Plymouth Meeting Associates PC LP | DE | PR PM PC Associates LLC - 0.1% GP PR PM PC Associates L.P. - 99.9% LP | Plymouth Commons |
PR PM PC Associates LP | DE | PR PM PC Associates LLC - 0.1% GP PREIT - 99.9% LP | See PR Plymouth Meeting Associates PC LP |
PR Plymouth Meeting Limited Partnership | PA | PR Plymouth Meeting LLC - 0.1% GP PREIT - 99.9% LP | Plymouth Meeting Mall (leasehold interest) and the Boscov’s parcel (fee interest) |
PR Springfield Associates, L.P. (to be dissolved) | PA | PR Springfield Trust - 1% GP PREIT - 99% LP | None |
PR Springfield/Delco Limited Partnership | PA | PR Springfield/Delco LLC - 0.1% GP PR Springfield/Delco Holdings, L.P. - 99.9% LP | 50% interest, as tenant in common, in Springfield Mall |
PR Springfield/Delco Holdings, L.P. | PA | PR Springfield/Delco Holdings, LLC - 0.1% GP PREIT - 99.9% LP | See PR Springfield/Delco Limited Partnership |
PR TP LP | DE | PR TP LLC - 0.1% GP PREIT - 99.9% LP | Tenants under lease on lands adjoining Plymouth Meeting Mall |
PR Valley Limited Partnership | PA | PR Valley LLC - 0.5% GP PREIT - 99.5% LP | Valley Mall PR Hagerstown LLC is the borrower under a mortgage loan secured by Valley Mall. |
PR Valley View Limited Partnership | PA | PR Valley View LLC - 0.5% GP PREIT - 99.5% LP | Valley View Mall |
PR Viewmont Limited Partnership | PA | PR Viewmont LLC - 0.01% GP PREIT - 99.99% LP | Borrower for $48 million mortgage loan secured by Viewmont Mall. Also lessee of Viewmont Mall under 29 year lease from PR Financing Limited Partnership |
PR Washington Crown Limited Partnership | PA | PR Washington Crown LLC - 0.5% GP PREIT - 99.5% XX | Xxxxxxxxxx Crown Center |
PR Woodland Limited Partnership | DE | PR Woodland General, LLC - 1.0% GP PREIT - 99% LP | Woodland Mall |
PR Wyoming Valley Limited Partnership | PA | PR Wyoming Valley LLC - 0.5% GP PREIT - 99.5% LP | Wyoming Valley Mall (fee) |
PREIT Associates, L.P. (“PREIT”) | DE | Pennsylvania Real Estate Investment Trust - 89.19% consolidated interest as of 3/31/2015 Minority Limited Partners 10.81% | See rest of this Chart |
PREIT Capital Advisors, LP (to be dissolved) | PA | PR Advisors GP, LLC - 0.01% GP PREIT-XXXXX, INC. - 99.99% LP | None |
WG Holdings, L.P. | PA | PRWGP General, LLC - 0.02% GP PREIT - 99.98% LP | See XX Xxxx, L.P. |
XX Xxxx General, L.P. | PA | PR XX Xxxx General GP, LLC - 0.1% GP WG Holdings, L.P. - 99.9% LP | See XX Xxxx, L.P. |
XX Xxxx Limited, L.P. | PA | WG Holdings of Pennsylvania, L.L.C. - 0.1% GP WG Holdings, L.P. - 99.9% LP | See XX Xxxx, L.P. |
XX Xxxx, L.P. | PA | XX Xxxx General, L.P. - 20% GP XX Xxxx Limited, L.P. - 80% LP | Willow Grove Mall |
XX Xxxx-Anchor B LP | DE | XX Xxxx-Anchor B, LLC - 0.5% GP PREIT - 99.5% LP | Anchor site at Willow Grove Park (previously used for operation of Xxxxxxxxxxx department store). |
Limited Liability Companies
Limited Liability Companies2 | Jurisdiction of Organization | Each Person holding any Equity Interest in the Subsidiary; nature of the Equity Interest; percentage ownership of Subsidiary represented by the Equity Interest | Property Owned by Subsidiary |
801 Developers GP, LLC | PA | PREIT - 100% Sole Member | See 801 Developers, LP |
Beverage Two, LLC | NJ | PREIT-XXXXX, INC. - 100% Sole Member | None |
Cherry Hill Center Manager, LLC | DE | PREIT - 100% Sole Equity Member Xxxxxxx Xxxxxx - 0% Special Member | See Cherry Hill Center, LLC |
Cherry Hill Center, LLC | MD | PR New Castle Associates - 99.9% Member Cherry Hill Center Manager, LLC - 0.1% Member | Cherry Hill Mall |
Cumberland Mall Retail Condominium Association, LLC | NJ | Pennsylvania Real Estate Investment Trust entity and other condominium owners are members. | None. This entity is a unit owners association related to retail condominium at Cumberland Mall. |
Echelon Beverage LLC | NJ | PREIT-XXXXX, INC. - 100% Sole Member | |
Echelon Title LLC | DE | PR Echelon Limited Partnership -100% Sole Member | Office Building Parcel |
Moorestown Beverage I, LLC | NJ | PREIT-XXXXX, INC. 100% - Sole Member | Liquor license associated with Moorestown Mall |
Moorestown Beverage II, LLC | NJ | PREIT-XXXXX, INC. 100% - Sole Member | Liquor license associated with Moorestown Mall |
Moorestown Mall LLC | DE | PR Moorestown Limited Partnership - 100% Sole Member | Moorestown Mall |
Plymouth Ground Associates LLC | PA | PREIT - 100% Sole Member | See Plymouth Ground Associates, L.P. |
Plymouth License III, LLC | PA | PREIT-XXXXX, INC. - 100% Sole Member | Liquor license associated with Plymouth Meeting Mall |
Plymouth License IV, LLC | PA | PREIT-XXXXX, INC. - 100% Sole Member | Former owner of Liquor license R-17547 |
PR 8-10 Market GP LLC | DE | PREIT - 100% Sole Member | See PM Gallery LP |
PR 8-10 Market Mezz LLC | DE | PREIT - 100% Sole Member | See PR 8-10 Market LP |
PR 907 Market Mezz GP LLC | DE | PREIT - 100% Sole Member | See PR 907 Market LP |
PR Acquisition Sub LLC | DE | PREIT - 100% Sole Member | Standby acquisition entity for transactions outside of Pennsylvania |
PR AEKI Plymouth LLC | DE | PREIT - 100% Sole Member | See PR AEKI Plymouth, L.P. |
XX Xxxxxx Valley LLC | DE | PREIT - 100% Sole Member | See XX Xxxxxx Valley Limited Partnership |
XX XXX GP, LLC | DE | PREIT - 100% Sole Member | See XX XXX LP |
PR BVM, LLC | PA | PREIT - 100% Sole Member | Beaver Valley Mall (Parcel 3) |
PR Capital City LLC | DE | PR CC II LLC -99.99% Member PREIT - 0.01% Member | See PR Capital City Limited Partnership |
PR CC I LLC | DE | PR CC II LLC - 99.99% Member PREIT - 0.01% Member | See PR CC Limited Partnership |
PR CC II LLC | DE | PREIT - 100% Sole Member | See PR CC Limited Partnership |
PR Cherry Hill Office GP, LLC | DE | PREIT - 100% Sole Member | See Bala Cynwyd Associates, L.P. |
PR Cherry Hill STW LLC | DE | PREIT - 100% Sole Member | Former Xxxxxxxxxxx property at Cherry Hill Mall. |
PR Chestnut Mezzco, LLC | PA | PREIT - 100% Sole Member | None |
PR Chestnut Sub Mezzco, LLC | PA | PR Chestnut Mezzco, LLC - 100% Sole Member | See PR Chestnut Mezzco, LLC |
PR Crossroads I, LLC | PA | PREIT - 100% Sole Member | Crossroads Mall (record owner of a portion of mall and ground lessee of remainder of mall) |
PR Crossroads II, LLC | PA | PREIT - 100% Sole Member | Crossroads Mall (90% undivided interest in ground lessor estate) |
PR Cumberland GP LLC | DE | PREIT - 100% Sole Member | See Cumberland Mall Associates (limited partnership) |
PR Cumberland LP LLC | DE | PREIT - 100% Sole Member | See Cumberland Mall Associates (limited partnership) |
PR Cumberland Outparcel LLC | NJ | PREIT - 100% Sole Member | Vacant land parcel adjacent to Cumberland Mall |
PR Echelon LLC | PA | PREIT - 100% Sole Member | See PR Echelon Limited Partnership |
PR Exton LLC | PA | PREIT - 100% Sole Member | See Exton Limited Partnership |
PR Exton Outparcel GP, LLC | DE | PREIT - 100% Sole Member | See PR Exton Outparcel Limited Partnership |
PR Fin Delaware, LLC | DE | PREIT - 100% Sole Member | None |
PR Financing I LLC | DE | PR Financing II LLC - 99.99% Member PREIT - 0.01% Member | See PR Financing Limited Partnership |
PR Financing II LLC | DE | PREIT - 100% Sole Member | See PR Financing Limited Partnership |
PR Xxxxxxx Xxxxx Key LLC | DE | PR Financing Limited Partnership - 100% Sole Member | Borrower under $55 million mortgage loan secured by Xxxxxxx Xxxxx Key Mall. |
PR Gallery II LLC | DE | PREIT - 100% Sole Member | See PR Gallery II Limited Partnership |
PR Gainesville LLC | DE | PREIT - 100% Sole Member | See PR Gainesville Limited Partnership |
PR Gloucester LLC | DE | PREIT - 100% Sole Member | None |
PR GV LLC | DE | PREIT - 100% Sole Member | See PR Gainesville Limited Partnership |
PR Hagerstown LLC | DE | PR Valley Limited Partnership - 100% Sole Member | None, Borrower under Mortgage Loan for Valley Mall |
PR Holding Sub LLC | PA | PREIT - 100% Sole Member | See PR Holding Sub Limited Partnership |
PR Hyattsville LLC | DE | PR Prince George’s Plaza LLC - 100% Sole Member | Borrower under mortgage loan secured by The Mall at Prince George’s. |
PR Jacksonville LLC | DE | PR JK LLC - 99.99% Member PREIT - 0.01% Member | See PR Jacksonville Limited Partnership |
PR JK LLC | DE | PREIT - 100% Sole Member | See PR Jacksonville Limited Partnership |
PR Lehigh Valley LLC | PA | PREIT - 100% Sole Member | See Lehigh Valley Associates on Part II of this Schedule |
XX Xxxxx Valley LLC | DE | PR LV LLC - 99.99% Member PREIT - 0.01% Member | See XX Xxxxx Valley Limited Partnership |
PR LV LLC | DE | PREIT - 100% Sole Member | See XX Xxxxx Valley Limited Partnership |
PR Lycoming LLC (to be dissolved) | DE | PREIT - 100% Sole Member | See PR Lycoming Limited Partnership |
PR Magnolia LLC | DE | PREIT - 100% Sole Member | Magnolia Mall; Undeveloped land held in fee |
PR Metroplex West, LLC | DE | PREIT - 100% Sole Member | See Metroplex General, Inc. on Part II of this Schedule |
XX Xxxxxx Old Trail LLC | DE | PREIT-XXXXX, INC. - 100% Sole Member | See XX Xxxxxx Old Trail Limited Partnership |
XX Xxxxxx Old Trail Holdings LLC | DE | PREIT-XXXXX, INC. - 100% Sole Member | See XX Xxxxxx Old Trail Limited Partnership |
XX Xxxxxx Unit One GP, LLC (to be dissolved) | DE | PREIT-XXXXX, INC. - 100% Sole Member | See XX Xxxxxx Unit One Limited Partnership |
XX Xxxxxx Unit 10C GP, LLC (to be dissolved) | DE | PREIT-XXXXX, INC. - 100% Sole Member | See XX Xxxxxx Unit 10C Limited Partnership |
PR Moorestown LLC | PA | PREIT - 100% Sole Member | See PR Moorestown Limited Partnership |
PR New Castle LLC | PA | PREIT - 100% Sole Member | See PR New Castle Associates |
PR New Garden LLC | PA | PREIT - 100% Sole Member | See PR New Garden L.P. |
PR New Garden Residential LLC | DE | PREIT-XXXXX, INC. - 100% Sole Member | See PR New Garden Residential L.P. |
PR New Garden/Chesco LLC | DE | PR New Garden LLC - 100% Sole Member PREIT Services, LLC - 0% Non-member manager | See PR New Garden/Chesco Holdings LLC |
PR New Garden/Chesco Holdings LLC | DE | PREIT - 100% Sole Member | See PR New Garden/Chesco Holdings, L.P. |
PR North Dartmouth LLC | DE | PREIT - 100% Sole Member | Dartmouth Mall |
PR Outdoor, LLC | DE | PREIT-XXXXX, INC. - 100% Sole Member | See PR Outdoor, LP |
PR Outdoor 2, LLC | DE | PREIT-XXXXX, INC. - 100% Sole Member | See PR Outdoor 2, L.P. |
PR Oxford Valley General, LLC | DE | PREIT - 100% Sole Member | See Oxford Valley Road Associates on Part II of this Schedule |
PR Xxxxxxx Xxxxx LLC | DE | PREIT - 100% Sole Member | Xxxxxxx Xxxxx Mall |
PR Pitney Lot 3 GP, LLC (to be dissolved) | DE | PREIT-XXXXX, INC. - 100% Sole Member | See PR Pitney Xxx 0 Xxxxxxx Xxxxxxxxxxx |
XX XX Xxxxx LLC | DE | PREIT - 100% Sole Member | See PR Prince George’s Plaza LLC |
PR Plymouth Meeting LLC | PA | PREIT - 100% Sole Member | See PR Plymouth Meeting Limited Partnership |
PR PM PC Associates LLC | DE | PREIT - 100% Sole Member PREIT Services, LLC - 0% Non-member manager | See PR Plymouth Meeting Associates PC LP |
PR Prince George’s Plaza LLC | DE | PR PG Plaza LLC - 1% Managing Member PREIT - 99% Member | The Mall at Prince Georges |
PR Red Rose LLC | DE | PREIT - 100% Sole Member | See Red Rose Commons Associates, L.P. on Part II of this Schedule |
PR Springfield/Delco LLC | DE | PREIT - 100% Sole Member | See PR Springfield/Delco, L.P. |
PR Springfield/Delco Holdings LLC | DE | PREIT - 100% Sole Member | See PR Springfield/Delco Holdings, L.P. |
PR Springfield Town Center LLC | DE | PREIT - 100% Sole Member | Ground Lessee of Springfield Town Center |
PR Swedes Square LLC | DE | PREIT - 100% Sole Member | Land in New Castle, Delaware |
PR Sunrise Outparcel 1, LLC (to be dissolved) | NJ | PREIT-XXXXX, INC. - 100% Sole Member | None |
PR Sunrise Outparcel 2, LLC | NJ | PREIT-XXXXX, INC. - 100% Sole Member | Sunrise Plaza Outparcel |
PR TP LLC | DE | PREIT - 100% Sole Member | See PR TP LP |
PR Valley LLC | DE | PREIT - 100% Sole Member | See PR Valley Limited Partnership |
PR Valley View LLC | DE | PR VV LLC - 99.99% Member PREIT - 0.01% Member | See PR Valley View Limited Partnership |
PR Viewmont LLC | DE | PREIT - 100% Sole Member | See PR Viewmont Limited Partnership |
PR VV LLC | DE | PREIT - 100% Sole Member | See PR Valley View Limited Partnership |
PR Walnut Mezzco, LLC | PA | PREIT - 100% Sole Member | None |
PR Walnut Street Abstract LLC | DE | PREIT-XXXXX, INC. - 100% Sole member | See Walnut Street Abstract, L.P. in Part II of this Schedule |
PR Walnut Sub Mezzco, LLC | PA | PR Walnut Mezzco, LLC - 100% Sole Member | See PR Walnut Mezzco, LLC |
PR Washington Crown LLC | DE | PR WC LLC - 99.99% Member PREIT - 0.01% Member | See PR Washington Crown Limited Partnership |
PR WC LLC | DE | PREIT - 100% Sole Member | See PR Washington Crown Limited Partnership |
PR XX Xxxx General GP, LLC | DE | WG Holdings of Pennsylvania, LLC - 100% Sole Member | See XX Xxxx General LP |
PR Wiregrass Anchor LLC (to be dissolved) | DE | PREIT - 100% Sole Member | None |
PR Wiregrass Commons LLC | DE | PREIT - 100% Sole Member | None |
PR Woodland General LLC | DE | PREIT - 100% Sole Member | See PR Woodland Limited Partnership |
PR Woodland Outparcel LLC | DE | PREIT - 100% Sole Member | Outparcel at Woodland Mall |
PR WV LLC | DE | PREIT - 100% Sole Member | See PR Wyoming Valley LLC |
PR Wyoming Valley LLC | DE | PR WV LLC - 99.99% PREIT - 0.01% | See PR Wyoming Valley Limited Partnership |
PREIT CDE LLC (f/k/a Exton License II, LLC) (to be dissolved) | PA | PREIT-XXXXX, INC. - 1 % Member PREIT - 99% Member | None |
PREIT Gadsden Mall LLC (to be dissolved) | DE | PREIT - 100% Sole Member | None |
PREIT Gallery TRS Sub LLC | PA | PREIT-XXXXX, INC. - 100% Sole Member | See Keystone Philadelphia Properties, L.P., PR Gallery I Limited Partnership and PR 907 Market LP |
PREIT Services, LLC | DE | PREIT - 100% Sole Member | None |
PRWGP General, LLC | DE | PREIT - 100% Sole Member | See XX Xxxx, L.P. |
WG Holdings of Pennsylvania, L.L.C. | PA | WG Holdings, L.P. - 100% Sole Member | See XX Xxxx, L.P. |
XX Xxxx - Anchor B, LLC | DE | PREIT - 100% Sole Member | See XX Xxxx - Anchor B LP |
XGP LLC | DE | PR Exton Limited Partnership - 100% Sole Member | See X-I Holding LP |
Corporations
Corporations2 | Jurisdiction of Organization | Each Person holding any Equity Interest in the Subsidiary; nature of the Equity Interest; percentage ownership of Subsidiary represented by the Equity Interest | Property Owned by Subsidiary |
1150 Plymouth Associates, Inc. | MD | PREIT-XXXXX, INC. - 100% | Liquor licenses associated with Plymouth Meeting Mall |
Exton License, Inc. | MD | PREIT-XXXXX, INC. - 100% | Liquor licenses associated with Exton Square |
PR GC Inc. | MD | PREIT Services, LLC - 100% | None |
PREIT-XXXXX, Inc. | PA | PREIT - 100% | Former Xxxxxxxxxxx store located at 8th and Market. Also, see PR New Garden Residential Limited Partnership |
PREIT-XXXXX OP, Inc. | PA | PREIT-XXXXX, INC. - 100% | Outparcels acquired in the Crown Transaction that are located at the following properties: Viewmont Mall. (See PR Financing Limited Partnership). |
PREIT TRS, Inc. | DE | REIT Income Test Assignee | |
Capital City Beverage Enterprise, Inc. (f/k/a R8267 Plymouth Enterprises, Inc.) | MD | PREIT-XXXXX, INC. - 100% | Liquor licenses associated with Plymouth Meeting Mall |
Springhills Northeast Quadrant Owners Drainage Association No. One, Inc. | FL | PR Gainesville Limited Partnership, sole member | Property owner’s association for property located in Alachua county, Florida (Gainesville) |
Springhill Owners Association, Inc. | FL | PR Gainesville Limited Partnership, sole member | Property owner’s association for property located in Alachua county, Florida (Gainesville) |
Trusts
Trusts | Jurisdiction of Organization | Each Person holding any Equity Interest in the Subsidiary; nature of the Equity Interest; percentage ownership of Subsidiary represented by the Equity Interest | Property Owned by Subsidiary |
XX Xxxxxx Park Trust (to be dissolved) | PA | PREIT - Sole Beneficiary | See XX Xxxxxx Park Mall Limited Partnership |
PR Springfield Trust (to be dissolved) | PA | PREIT - Sole Beneficiary | See PR Springfield Associates, L.P. |
PREIT Protective Trust 1 | PA | PREIT-XXXXX, INC. - Sole Beneficiary | REIT Asset Test Assignee |
A. The following wholly owned entities are inactive and are slated for dissolution:
1. | PREIT Capital Advisors, LP |
2. | PREIT CDE LLC |
3. | PREIT Gadsden Mall LLC |
4. | PR Pitney Xxx 0 Xxxxxxx Xxxxxxxxxxx |
0. | XX Xxxxxx Xxx 0 GP, LLC |
6. | PR Pitney Xxx 0 Xxxxxxxx, XX |
0. | XX Xxxxxxxxxxx Associates, L.P. |
8. | PR Springfield Trust |
9. | PR Lycoming Limited Partnership |
10. | PR Lycoming LLC |
11. | XX Xxxxxx Park Mall Limited Partnership |
12. | XX Xxxxxx Park, L.P. |
13. | XX Xxxxxx Park Trust |
14. | XX Xxxxxx Unit One Limited Partnership |
15. | XX Xxxxxx Unit One Holdings, L.P. |
16. | XX Xxxxxx Unit One GP, LLC |
17. | XX Xxxxxx Xxxx 00X Xxxxxxxx, X.X. |
18. | XX Xxxxxx Unit 10C Limited Partnership |
19. | XX Xxxxxx Unit 10C GP, LLC |
20. | PR Sunrise Outparcel 1, LLC |
21. | PR Wiregrass Anchor LLC |
Schedule 6.1.(b) - Ownership Structure
PART II
Consolidated Affiliates
None
Unconsolidated Affiliates
Unconsolidated Affiliates | Jurisdiction of Organization | Each Person holding any Equity Interest in the Unconsolidated Affiliate; nature of the Equity Interest; percentage ownership of Unconsolidated Affiliate represented by the Equity Interest | Property Owned by Unconsolidated Affiliate |
801 4-6 Fee Owner GP LLC | DE | 801 Market Venture LP - 100% Member GPM GP LLC - 0% Non-member manager | See 801 4-6 Fee Owner LP |
801 4-6 Fee Owner LP | DE | 801 4-6 Fee Owner GP LLC - 0.1% GP 801 Market Venture LP - 88.9% LP 801 4-6 Mezz LP - 11% LP | Unit 1AC of the Xxxx 0 000 Xxxxxx Xxxxxx Condominium |
801 4-6 Mezz GP LLC | DE | 801 Market Venture LP - 100% Member | See 801 4-6 Fee Owner LP |
801 4-6 Mezz LP | DE | 801 4-6 Mezz GP LLC - 0.1% GP 801 market Venture LP - 99.9% LP | See 801 4-6 Fee Owner LP |
801 C-3 Fee Owner LP | DE | 801 C-3 Fee Owner GP LLC - 0.1% GP 801 Market Venture LP - 88.9% LP 801 C-3 Mezz LP - 11.0% LP | Units 1EH and 1D of the Xxxx 0 000 Xxxxxx Xxxxxx Condominium |
801 C-3 Fee Owner GP LLC | DE | 801 Market Venture LP - 100% Member GPM GP LLC - 0% Non-member manager | See 801 C-3 Fee Owner LP |
801 C-3 Mezz LP | DE | 801 C-3 Mezz GP LLC - 0.1% GP 801 Market Venture LP - 99.9% LP | See 801 C-3 Fee Owner LP |
801 C-3 Mezz GP LLC | DE | 801 Market Venture LP - 100% Sole Member | See 801 C-3 Fee Owner LP |
801-Gallery C-3 Associates, L.P. | PA | 801 Gallery C-3 GP, LLC - 0.01% GP 801-Gallery Associates, L.P. - 89.99% LP 801 Gallery C-3 MT, L.P. - 10% LP | See 801-Gallery Associates, L.P. |
801-Gallery C-3 GP, LLC | PA | 801-Gallery Associates, L.P. - 100% Sole Member | See 801-Gallery C-3 Associates, L.P. |
801-Gallery C-3 MT, L.P. | PA | 801-Tenant C-3 Manager, LLC - 0.01% GP Chevron U.S.A. Inc. - 99.99% LP | Retail Master Tenant at 801 Market |
801-Gallery GP, LLC | PA | PREIT-XXXXX, INC. - 50% member Macerich Management Company - 50% Member* GPM GP LLC - 0% Non-member manager | See 801-Gallery Associates, L.P. |
801-Gallery Associates, L.P. | PA | 801-Gallery GP, LLC - 0.1% GP PREIT-XXXXX, INC. - 49.95% LP Macerich Management Company - 49.95% LP* | 000 Xxxxxx Xxxxxx (leasehold) |
801-Gallery Office Associates, L.P. | PA | 801-Gallery Office GP, LLC - 0.01% GP 801-Gallery Office MT, L.P. - 20% LP 801-Gallery Associates, L.P. - 79.99% LP | See 801-Gallery Associates, L.P. |
801-Gallery Office GP, LLC | PA | 801-Gallery Associates, L.P. - 100% Sole Member | See 801-Gallery Office Associates, L.P. |
801-Gallery Office MT, L.P. | PA | 801-Tenant Office Manager, LLC - 0.01% GP Chevron U.S.A. Inc. - 99.99% LP | See 801-Gallery Office Associates, L.P. |
801-Tenant C-3 Manager, LLC | PA | 801-Gallery Associates, L.P. - 100% Sole Member | 0.01% GP Interest in 801-Gallery C-3 MT, L.P. |
801-Tenant Office Manager, LLC | PA | 801-Gallery Associates, L.P. - 100% Sole Member | 0.01% GP Interest in 801-Gallery Office MT, L.P. |
801 Market Venture LP | DE | 801 Market Venture GP LLC - 1% GP PREIT-XXXXX, INC. - 49.5% LP Macerich Management Company - 49.5% LP* | Indirect JV Interest in Units 1AC, 1EH and 1D of the Xxxx 0 000 Xxxxxx Xxxxxx Condominium |
801 Market Venture GP LLC | DE | PREIT-XXXXX, INC - 50% Member Macerich Management Company - 50% Member* GPM GP LLC - 0% Non-member manager | See 801 Market Venture LP |
0000-0000 Xxxxxx Xxxxxx Realty GP, LLC (to be dissolved) | DE | MP MSR GP LLC - 50% Member PEI MSR GP III LLC - 50% Member | None |
0000-0000 Xxxxxx Xxxxxx Realty, LP | PA | PEI MSR GP III LLC - 1% GP PEI MSR GP III LLC - 10% LP PEI MSR III LP - 89% LP | 0000-0000 Xxxxxx Xxxxxx |
1018 Market Street Realty GP, LLC (to be dissolved) | DE | MP MSR GP LLC - 50% Member PEI MSR GP I LLC - 50% Member | None |
0000 Xxxxxx Xxxxxx Realty, LP | PA | PEI MSR GP I LLC - 1% GP PEI MSR GP I LLC - 10% LP PEI MSR I LP - 89% LP | 0000 Xxxxxx Xxxxxx |
1020-1024 Market Street Realty GP, LLC (to be dissolved) | DE | MP MSR GP LLC - 50% Member PEI MSR XX XX LLC - 50% Member | None |
0000-0000 Xxxxxx Xxxxxx Realty, LP | PA | PEI MSR XX XX LLC - 1% GP PEI MSR XX XX LLC - 10% LP PEI MSR II LP - 89% LP | 0000-0000 Xxxxxx Xxxxxx |
Catalyst Outdoor Advertising, LLC | DE | PR Outdoor, LP - 39.0% Member Xxxxxxxx Xxxxxxxxxx - 41.4784% Member Crystal Xxxx Xxxxxxxx - 11.5079% Member Xxxxxxx Wofington - 8.0137% Member | Indirect interest in Outdoor Advertising |
Catalyst Outdoor 2, LLC | DE | PR Outdoor 2, L.P. - 39.0% Member Xxxxxxxx Xxxxxxxxxx - 41.4784% Member Crystal Xxxx Xxxxxxxx - 11.5079% Member Xxxxxxx Wofington - 8.0137% Member | Indirect interest in Outdoor Advertising |
GPM GP LLC | DE | PM Gallery LP - 100% Sole Member | See PM Gallery LP |
Keystone Philadelphia Properties, LP | PA | GPM GP LLC - 0.1% GP PREIT Gallery TRS Sub LLC - 0.1% LP Macerich Gallery Market East TRS Sub LLC - 0.1% LP* PM Gallery LP - 87.2% LP PR Gallery II Limited Partnership - 12.5% LP | The Gallery at Market East II (ground lessee) |
Lehigh BOS Acquisition L.P. | DE | Lehigh BOS Acquisition GP, LLC - 0.5% GP* XX XXX GP, LLC - 0.5% XX Xxxxx Property Group, L.P. - 49.5% LP * XX XXX LP - 49.5% XX | Xxxxxx’x Parcel at Lehigh Valley Mall |
Lehigh Valley Associates (Limited Partnership) | PA | PR Lehigh Valley LLC - 0.5% GP, PREIT - 49.5% LP Delta Ventures, Inc. - 0.5% GP* Kravco Simon Investments, L.P. - 49.5% XX* | Xxxxxx Xxxxxx Xxxx |
Xxxxxx Xxxxxx Xxxx XX, LLC | DE | Lehigh Valley Associates - 100% member | See Mall at Lehigh Valley, L.P. |
Mall at Lehigh Valley, L.P. | DE | Lehigh Valley Mall GP, LLC - 0.5% GP Lehigh Valley Mall Associates - 99.5% LP | Lessor of Lehigh Valley Mall. Borrower under mortgage loan secured by Lehigh Valley Mall. |
Mall Maintenance Corporation (I) (in dissolution) | PA | PREIT holds an indirect minority membership interest in Mall Maintenance Corporation (I) Other members: City of Philadelphia Redevelopment Authority of City of Philadelphia Philadelphia Authority for Industrial Development Philadelphia VF LP The May Department Stores Company Market Street East Development Corporation | Purpose is to maintain the public areas of Gallery I at Market East |
Mall Maintenance Corporation II | PA | PREIT holds an indirect minority membership interest in Mall Maintenance Corporation II Other members: Redevelopment Authority of City of Philadelphia Philadelphia Authority for Industrial Development One Reading Center Associates | Purpose is to maintain the public areas of Gallery II at Market East |
Mall Corners Ltd. (Limited Partnership) | GA | PREIT - 19% LP Xxxxxxx X. Xxxx - 0.5% GP* Center Developers, Inc. - 1% GP* Xxxxx X. Xxxxxxx - 1% GP* Others - 78.5% LP* | None |
Mall Corners II, Ltd. (Limited Partnership) | GA | PREIT - 11% LP Xxxxxxx X. Xxxx - 0.5% GP* Center Developers, Inc. - 1% GP* Xxxxx X. Xxxxxxx - 1% GP* Others - 86.5% LP* | None |
Metroplex General, Inc. | PA | PR Metroplex West, LLC - 50% MW General, Inc. - 50%* | See Metroplex West Associates, L.P. |
Metroplex West Associates, L.P. | PA | Metroplex General, Inc. - 1% GP PREIT - 49.5% LP MW General, Inc. - .5% LP* Xxxxxxxxxx Metroplex Partners, L.P. - 22.5% LP* Xxxxxxxxxx Metroplex Investors, L.P. - 24% LP* Resource Realty Management, Inc. - 2.5% LP* | Metroplex Power Center |
Oxford Valley Road Associates (limited partnership) | PA | PR Oxford Valley General, LLC - 1% GP PREIT - 49% LP OVG General, Inc. - 1% GP* Xxxxxxxxxx Investors, L.P. - 22.296% LP* Xxxxxxxxxx Partners, L.P. - 24.204% LP* Xxxxxx X. Xxxxxxxxx - 1% LP Resource Realty* Management, Inc. - 1.5% LP* | Court at Oxford Valley Shopping Center |
Pavilion East Associates, L.P. | PA | PREIT - 40% LP PE General, L.L.C. - 1% GP* Xxxxxxxxxx Pavilion Partners, L.P. - 15.5% LP* Xxxxxxxxxx Pavilion Investors, L.P. - 15% LP* Resource Realty Management, Inc. - 4% LP* Pavilion Xxxxxx Associates, L.P. - 4.5% LP* LK Pavilion Associates, L.P. - 20% LP* | Pavilion at Market East |
PEI MSR GP I LLC | PA | PM Gallery LP - 87.475% Member PREIT - 12.525% Member | See 0000 Xxxxxx Xxxxxx Realty, LP |
PEI MSR I LP | PA | PEI MSR GP I LLC - 1% GP PEI MSR LP LLC - 99% LP | See 0000 Xxxxxx Xxxxxx Realty, LP |
PEI XX XX LLC | PA | PM Gallery LP - 87.475% Member PREIT - 12.525% Member | See 0000-0000 Xxxxxx Xxxxxx Realty, LP |
PEI MSR II LP | PA | PEI MSR XX XX LLC - 1% GP PEI MSR LP LLC - 99% LP | See 0000-0000 Xxxxxx Xxxxxx Realty, LP |
PEI MSR GP III LLC | PA | PM Gallery LP - 87.475% Member PREIT - 12.525% Member | See 0000-0000 Xxxxxx Xxxxxx Realty, LP |
PEI MSR III LP | PA | PEI MSR GP III LLC - 1% GP PEI MSR LP LLC - 99% LP | See 0000-0000 Xxxxxx Xxxxxx Realty, LP |
PEI MSR LP LLC | PA | PM Gallery LP - 87.475% Member PREIT - 12.525% Member | See 0000-0000 Xxxxxx Xxxxxx Realty, LP, 0000 Xxxxxx Xxxxxx Realty, LP and 0000-0000 Xxxxxx Xxxxxx Realty, LP |
PM Gallery LP | DE | PR 8-10 Market GP LLC - 0.1% GP Macerich Gallery Market East GP LLC - 0.1% GP* PR 8-10 Market LP - 42.741% LP Macerich Gallery Market East LP LLC - 57.059% LP* | See PR Gallery I Limited Partnership, Keystone Philadelphia Properties, L.P., PR 907 Market LP, and 801-Gallery Associates, L.P. |
PM 833 Market Mezz LP | DE | PM 833 Market Mezz GP LLC - 0.1% LP PM Gallery LP - 99.9% LP | See PR Gallery I Limited Partnership |
PM 833 Market Mezz GP LLC | DE | PM Gallery LP - 100% Sole Member | See PR Gallery I Limited Partnership |
PR 907 Market LP | DE | GPM GP LLC - 0.1% GP PREIT Gallery TRS Sub LLC - 0.1% LP Macerich Gallery Market East TRS Sub LLC - 0.1% LP* PM Gallery LP - 87.2% LP PR 907 Market Mezz LP - 12.5% LP | 000-000 Xxxxxx Xxxxxx |
XX Gallery I Limited Partnership | PA | GPM GP LLC - 0.1% GP PREIT Gallery TRS Sub LLC - 0.1% LP Macerich Gallery Market East TRS Sub LLC - 0.1% LP* PM Gallery LP - 76.2% LP PM 833 Market Mezz LP - 11% LP PREIT - 12.5% LP | The Gallery at Market East I (ground lessee) |
Red Rose Commons Associates, L.P. | PA | PR Red Rose LLC - 1% GP PREIT - 49% LP RRC General, Inc. - 1% GP* Xxxxxxxxxx Lancaster Partners, L.P. - 23% LP* Xxxxxxxxxx Lancaster Investors, L.P. - 24% LP* Resource Realty Management, Inc. - 2% LP* | All units in the Red Rose Condominium constituting the Red Rose Commons Shopping Center |
Simon/PREIT Gloucester Development, LLC | DE | PR Gloucester LLC - 25% Gloucester Premium Outlets Member, LLC - 75% * | Proposed Outlet Development in Gloucester, New Jersey |
Walnut Street Abstract, L.P. | NJ | PR Walnut Street Abstract LLC - 50% LP Affiliate of Madison Title Agency - 50%* | Title insurance agency. |
* Neither Parent nor any of its Affiliates owns any interest in this entity.
Schedule 6.1.(f) - Title to Properties
Properties | Owner | Occupancy (as of 3/31/16) | Project Under Development? |
Wholly-Owned | |||
Beaver Valley Mall | XX Xxxxxx Valley Limited Partnership (Parcels 1 and 2) PR BVM, LLC (Parcel 3) | 94.4% | No. |
Capital City Mall | PR Capital City Limited Partnership (Improvements) PR CC Limited Partnership (Land) | 92.5% | Yes See Part II of this Schedule for additional information. |
Cherry Hill Mall | Cherry Hill Center, LLC PR Cherry Hill STW LLC (Cherry Hill Anchor Store) | 95.0 % | No. |
Crossroads Mall (fee and leasehold) | PR Crossroads I, LLC and PR Crossroads II, LLC | 95.9% | Yes See Part II of this Schedule for additional information. |
Cumberland Mall | Cumberland Mall Associates (Unit A) PR Cumberland Outparcel LLC (vacant outparcel) | 95.2% | Yes See Part II of this Schedule for additional information. |
Dartmouth Mall | PR North Dartmouth LLC | 95.1% | No. |
Exton Square Mall and leasehold and fee interest in former Kmart Parcel at Mall | PR Exton Square Property L.P. PR Exton Outparcel Limited Partnership (X. Xxxxxxx Highway land parcel) | 76.8% | Yes See Part II of this Schedule for additional information. |
Xxxxxxx Xxxxx Key Mall | PR Financing Limited Partnership | 91.6% | Yes See Part II of this Schedule for additional information. |
Jacksonville Mall | PR Jacksonville Limited Partnership | 96.9% | No |
Xxxxx Valley Mall | XX Xxxxx Valley Limited Partnership | 98.0% | Yes See Part II of this Schedule for additional information. |
Magnolia Mall | PR Magnolia LLC | 99.2% | Yes See Part II of this Schedule for additional information. |
Mall at Prince Georges | PR Prince George’s Plaza LLC | 96.8% | Yes See Part II of this Schedule for additional information. |
Moorestown Mall | Moorestown Mall LLC | 92.3% | Yes See Part II of this Schedule for additional information. |
New Garden / Xxxxx Xxxx Point | PR New Garden L.P. PR New Garden/Chesco Limited Partnership PR New Garden Residential Limited Partnership | N/A - Land | Yes See Part II of this Schedule for additional information. |
One Cherry Hill Plaza | Bala Cynwyd Associates, LP | 42.6% | No |
Xxxxxxx Xxxxx Mall | PR Xxxxxxx Xxxxx LLC | 89.1% | Yes See Part II of this Schedule for additional information. |
Plymouth Commons | PR Plymouth Meeting Associates PC LP | N/A - Land | No |
Plymouth Meeting Mall | PR Plymouth Meeting Limited Partnership (Improvements) Plymouth Ground Associates, L.P. (Land) PR AEKI Plymouth, L.P. | 94.4% | Yes See Part II of this Schedule for additional information. |
Xxxxxxxxxxx Xxxx Xxxxxx (xxxxxxxxx) | XX Xxxxxxxxxxx Xxxx Center LLC | 85.0% | No. |
Spring Hills | PR Gainesville Limited Partnership | N/A - Land | Yes See Part II of this Schedule for additional information. |
Sunrise Plaza | PR Sunrise Outparcel 2, LLC - 2.109 acres | N/A - Land | Yes See Part II of this Schedule for additional information. |
Swedes Square Property | PR Swedes Square LLC | N/A -Land | No |
Valley Mall | PR Valley Limited Partnership | 95.1% | Yes See Part II of this Schedule for additional information. |
Valley View Mall | PR Valley View Limited Partnership | 95.7% | No |
Viewmont Mall | PR Financing Limited Partnership PREIT-XXXXX OP Inc. (Outparcel #s 00000-000-000, 00000-000-000, and 12401-040-001) | 99.3% | Yes See Part II of this Schedule for additional information. |
VTC- Office Building Only | Echelon Title LLC | 45.3% | No |
Washington Crown Center | PR Washington Crown Limited Partnership | 93.5% | No |
Willow Grove Park | X.X. Xxxx, L.P. XX Xxxx-Anchor B LP (Anchor Site) | 97.2% | Yes See Part II of this Schedule for additional information. |
Woodland Mall | PR Woodland Limited Partnership PR Woodland Outparcel LLC (Verizon Outparcel) | 96.3% | No |
Wyoming Valley Mall | PR Wyoming Valley Limited Partnership | 94.4% | No |
Joint Venture | |||
801 Market | 801 4-6 Fee Owner GP LP (Xxxx 0XX) 000 C-3 Fee Owner LP (Unit 1EH & 1D) 801-Gallery Associates, L.P. (leasehold) | 100% | Yes See Part II of this Schedule for additional information. |
000 Xxxxxx Xxxxxx | XX 000 Market LP | 81.9% | Yes See Part II of this Schedule for additional information. |
0000-0000 Xxxxxx Xxxxxx | 0000-0000 Xxxxxx Xxxxxx Realty, LP | 71.7% | No. |
0000 Xxxxxx Xxxxxx | 1018 Market Street Realty, LP | 0.0% | No. |
0000-0000 Xxxxxx Xxxxxx | 0000-0000 Xxxxxx Xxxxxx Realty, LP | 0.0% | No. |
Court At Oxford Valley | Oxford Valley Road Associates, LP | 99.9% | No. |
Gallery / Fashion Outlets of Philadelphia (Leasehold) | PR Galley I Limited Partnership Keystone Philadelphia Properties, LP | Under development | Yes See Part II of this Schedule for additional information. |
Gloucester Premium Outlets | Simon/PREIT Gloucester Development, LLC | 87.5% | Yes See Part II of this Schedule for additional information. |
Lehigh Valley Mall | Lehigh Valley Associates (leased to Mall at Lehigh Valley, L.P ) Lehigh BOS Acquisition, L.P. (Boscov’s parcel) | 96.7% | Yes See Part II of this Schedule for additional information. |
Metroplex Shopping Center | Metroplex West Associates, L.P. | 94.8% | Yes See Part II of this Schedule for additional information. |
Xxxxxxxx Xxxx | Xxxxxxxx Xxxx Xxxxxxxxxx, X.X. | X/X - Xxxx | Yes See Part II of this Schedule for additional information. |
Red Rose Commons | Red Rose Commons Associates, L.P | 100% | No. |
Springfield Mall | PR Springfield/Delco Limited Partnership and KS Springfield Limited Partnership as tenant in common | 98.1% | Yes See Part II of this Schedule for additional information. |
Schedule 6.1.(f) - Title to Properties
PART II
Projects Under Development | |||
As of 3/31/2016 | |||
('000's) | |||
PREIT's Share of Value of Construction in Progress | PREIT's Share of Total Budgeted Costs Remaining | Total Projects Under Development | |
Land in Predevelopment | |||
New Garden / Xxxxx Xxxx Point | $34,786 | $34,786 | |
Springhills | 19,228 | 19,228 | |
Sub-Total Land in Predevelopment | 54,014 | 54,014 | |
Other Projects in Predevelopment | |||
Wholly Owned | |||
Xxxxxxxxxx Xxxx | 000 | 000 | |
Xxxxxxxx Xxxx | 7 | 7 | |
Mall at Xxxxxx Xxxxxxx | 00 | 00 | |
Xxxxxx Xxxxx Xxxx | 200 | 200 | |
Joint Venture | |||
Xxxxxx Xxxxxx Xxxx | 000 | 000 | |
Xxxxxxxxx | 00 | 30 | |
Pavilion East | 784 | 784 | |
Springfield Mall | 63 | 63 | |
Sub-Total Other Predevelopment | 1,889 | 1,889 | |
Construction in Progress | |||
Wholly Owned | |||
0000-00 Xxxxxx Xxxxxx | 15 | 0 | 15 |
Capital City Mall | 55 | 2,386 | 2,440 |
Cumberland Mall | 352 | 7,207 | 7,559 |
Exton Square Mall | 7,459 | 22,038 | 29,497 |
Xxxxxxx Xxxxx Key | 1,152 | 1,695 | 2,847 |
Xxxxx Valley Mall | 0 | 1,183 | 1,183 |
Moorestown Mall | 1,125 | 4,403 | 5,528 |
Xxxxxxx Xxxxx Mall | 8 | 3,019 | 3,027 |
Plymouth Meeting Mall | 1,010 | 5,961 | 6,971 |
Xxxxxxx Xxxxx | 00 | 0 | 00 |
Xxxxxx Xxxx | 738 | 3,178 | 3,916 |
Viewmont Mall | 86 | 15,714 | 15,799 |
Joint Venture | |||
Gloucester Premium Outlets | 183 | 3,143 | 3,326 |
The Fashion Outlets of Philadelphia | 63,051 | 149,437 | 212,488 |
Sub-Total Construction in Progress | 75,265 | 219,364 | 294,629 |
Total | 131,169 | $219,364 | 350,532 |
Schedule 6.1.(g) - Indebtedness
Part I
Indebtedness
Loan Party | Indebtedness | Description of property subject to Lien |
Borrower | ||
PREIT Associates, L.P., PREIT-XXXXX, Inc., Pennsylvania Real Estate Investment Trust | $400,000,000 Credit Agreement (for purposes of this Schedule 6.1.(g), the “Senior Credit Agreement”) by and among PREIT Associates, L.P., PREIT-XXXXX, Inc., and Pennsylvania Real Estate Investment Trust as Borrowers, U.S. Bank National Association, as Syndication Agent, Bank of America, N.A., Citibank, N.A, JPMorgan Chase Bank, N.A. and Manufacturers and Traders Trust Company, as Documentation Agent, Xxxxx Fargo Bank, National Association, as Administrative Agent, Xxxxx Fargo Securities, LLC, as Sole Lead Arranger, and each of the Lenders party thereto, as amended, restated, supplemented or modified (for purposes of this Schedule 6.1.(g), the “Senior Facility”) | |
PREIT Associates, L.P., PREIT-XXXXX, Inc., Pennsylvania Real Estate Investment Trust | $150,000,000 Term Loan Agreement by and among PREIT Associates, L.P., PREIT-XXXXX, Inc., and Pennsylvania Real Estate Investment Trust as Borrowers, Xxxxx Fargo Bank, National Association, as Administrative Agent, Xxxxx Fargo Securities, LLC, and US Bank, N.A. as Joint Lead Arrangers and Joint Bookrunners, US Bank N.A. as Syndication Agent, and each of the Lenders party thereto, as amended, restated, supplemented or modified (for purposes of this Schedule 6.1.(g), the “2014 5- Year Term Loan”) | |
PREIT Associates, L.P., PREIT-XXXXX, Inc., Pennsylvania Real Estate Investment Trust | $100,000,000 Term Loan Agreement by and among PREIT Associates, L.P., PREIT-XXXXX, Inc., and Pennsylvania Real Estate Investment Trust as Borrowers, Xxxxx Fargo Bank, National Association, as Administrative Agent, Xxxxx Fargo Securities, LLC, and Capital One, N.A. as Joint Lead Arrangers and Joint Bookrunners, Capital N.A. as Syndication Agent, and each of the Lenders party thereto, as amended, restated, supplemented or modified (for purposes of this Schedule 6.1.(g), the “7-Year Term Loan”) | |
PREIT Associates, L.P., PREIT-XXXXX, Inc., Pennsylvania Real Estate Investment Trust | $150,000,000 Term Loan Agreement by and among PREIT Associates, L.P., PREIT-XXXXX, Inc., and Pennsylvania Real Estate Investment Trust as Borrowers, Xxxxx Fargo Bank, National Association, as Administrative Agent, Xxxxx Fargo Securities, LLC, and US Bank, N.A. as Joint Lead Arrangers and Joint Bookrunners, US Bank N.A. as Syndication Agent, and each of the Lenders party thereto, as amended, restated, supplemented or modified (for purposes of this Schedule 6.1.(g), the “2015 5-Year Term Loan”) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts made by PREIT Associates, L.P. in favor of Bank of America, N.A. (Capital City Mall) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts by PREIT Associates, L.P. in favor of New York Life Insurance Company and Teachers Insurance and Annuity Association of America (Cherry Hill Mall) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts made by PREIT Associates, L.P. in favor of Bank of America (Cumberland Mall) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts made by PREIT Associates, L.P. in favor of Bank of America, N.A. (Dartmouth Mall) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. in favor of Landesbank Baden-Württemberg. (Xxxxxxx Xxxxx Key Mall) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. in favor of The Prudential Insurance Company of America (Xxxxxxx Xxxxx Mall) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. in favor of Xxxxx Fargo Bank, N.A. (The Mall at Prince Georges) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. in favor of XX Xxxxxx Chase Bank, N.A. (Valley View Mall) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. in favor of Landesbank Baden-Württemberg. (Viewmont Mall) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. in favor of Prudential Insurance Company of America and Teachers Insurance & Annuity Association of America (Willow Grove Mall) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. in favor of U.S. Bank National Association (Woodland Mall) | |
PREIT Associates, L.P. | Payment and Carry Guaranty of executed by PREIT Associates, L.P. in favor of U.S. Bank National Association with a balance of $130,000,000 outstanding as of 4/8/2016 (Woodland Mall) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. in favor of Cantor Commercial Real Estate Lending, LP. (Wyoming Valley Mall) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts executed by PREIT Associates, L.P. and Xxxxxxx X. Xxxxxxxxxx in favor of CIBX Commercial Mortgage, LLC (The Court at Oxford Valley) | |
PREIT Associates, L.P. | Guaranty of construction loan to Simon/PREIT Gloucester Development, LLC executed by PREIT Associates, L.P. and Simon Property Group LP in favor of MUFG Union Bank, N.A. & Suntrust Bank with a balance of $78,607,248 outstanding as of 3/31/2016 (Gloucester Premium Outlets) | |
PREIT Associates, L.P. | Roof Repairs and $5,000,000 Rollover Guaranty by PREIT Associates, L.P. and Xxxxxxx X. Xxxxxxxxxx in favor of New York Life Insurance Company (Metroplex West) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts by PREIT Associates, L.P. and Xxxxxxx X. Xxxxxxxxxx in favor of New York Life Insurance Company (Metroplex West) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts by PREIT Associates, L.P. and Xxxxxxx X. Xxxxxxxxxx in favor of Citigroup Global Markets Realty Corp. (Red Rose Commons) | |
PREIT Associates, L.P. | Guaranty of Nonrecourse Carveouts executed by Simon Property Group, L.P. (50%), PREIT Associates, L.P. (50%) in favor of Cantor Commercial Real Estate Lending, L.P. (Springfield Mall) | |
Loan Parties | ||
Bala Cynwyd Associates, L.P. | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
Echelon Title LLC | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
Moorestown Mall LLC | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
Plymouth Ground Associates LLC | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
Plymouth Ground Associates LP | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR AEKI Plymouth, L.P. | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR AEKI Plymouth LLC | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
XX Xxxxxx Valley LLC | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
XX Xxxxxx Valley Limited Partnership | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR BVM, LLC | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR Cherry Hill Office GP, LLC | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR Crossroads I, LLC | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR Crossroads II, LLC | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR Cumberland Outparcel LLC | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR Echelon Limited Partnership | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR Echelon LLC | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR Exton Limited Partnership | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR Exton LLC | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR Exton Outparcel GP, LLC | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR Exton Outparcel Holdings, LP | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR Exton Outparcel Limited Partnership | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR Exton Square Property L.P. | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR Fin Delaware, LLC | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR Financing I LLC | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR Financing II LLC | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR Financing Limited Partnership | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR Gainesville Limited Partnership | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR Gainesville LLC | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR GV LLC | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR GV LP | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR Jacksonville Limited Partnership | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR Jacksonville LLC | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR JK LLC | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
XX Xxxxx Valley Limited Partnership | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
XX Xxxxx Valley LLC | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR LV LLC | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR Magnolia LLC | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
XX Xxxxxx Old Trail Limited Partnership | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
XX Xxxxxx Old Trail, LLC | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
XX Xxxxxx Old Trail Holdings, L.P. | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
XX Xxxxxx Old Trail Holdings, LLC | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR Moorestown Limited Partnership | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR Moorestown LLC | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR New Garden LLC | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR New Garden Limited Partnership | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR New Garden Residential Limited Partnership | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR New Garden Residential LLC | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR New Garden/Chesco Limited Partnership | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR New Garden/Chesco, LLC | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR New Garden/Chesco Holdings, L.P. | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR New Garden/Chesco Holdings, LLC | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR Plymouth Meeting Associates PC LP | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR Plymouth Meeting Limited Partnership | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR Plymouth Meeting LLC | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR PM PC Associates LP | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR PM PC Associates LLC | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR Springfield Town Center LLC | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR Sunrise Outparcel 2, LLC | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR Swedes Square LLC | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR TP LLC | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR TP LP | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR Valley Limited Partnership | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR Valley LLC | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR Washington Crown Limited Partnership | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR Washington Crown LLC | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR WC LLC | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PR Wiregrass Commons LLC | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
PREIT-XXXXX OP, Inc. | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
XGP LLC | Guaranty of Senior Facility, 2014 5-Year Term Loan, 7-Year Term Loan and 2015 5-Year Term Loan | |
Other Subsidiaries | ||
PR Capital City Limited Partnership | Fee and Leasehold Mortgage and Security Agreement in the amount of $65,750,000 from Bank of America, N.A. to PR Capital City Limited Partnership with a balance of $61,983,573 as of 3/31/2016 | Capital City Mall (Improvements) |
PR CC Limited Partnership | Fee and Leasehold Mortgage and Security Agreement in favor of Bank of America, N.A., with a balance of $61,983,573 as of 3/31/2016 | Capital City Mall (Land) |
PR Cherry Hill STW LLC | Loan in the amount of $300,000,000 from New York Life Insurance Company and Teachers Insurance and Annuity Association of America to PR Cherry Hill STW LLC and Cherry Hill Center LLC with a balance of $291,857,260 as of 3/31/2016 | Xxxxxx Xxxx Xxxxxxxxxxx Parcel and Cherry Hill Mall |
Cherry Hill Center, LLC | Loan in the amount of $300,000,000 from New York Life Insurance Company and Teachers Insurance and Annuity Association of America to PR Cherry Hill STW LLC and Cherry Hill Center LLC with a balance of $291,857,260 as of 3/31/2016 | Xxxxxx Xxxx Xxxxxxxxxxx Parcel and Cherry Hill Mall |
Cumberland Mall Associates | Loan in the amount of $52,000,000 from Bank of America, N.A. to Cumberland Mall Associates with a balance of $47,683,628 at 3/31/2016 | Cumberland Mall |
PR North Dartmouth LLC | Mortgage in favor of Bank of America with a balance of $63,519,804 as of 3/31/2016. | Dartmouth Mall |
PR Xxxxxxx Xxxxx Key LLC | Loan in the amount of $68,468,750 from Landesbank Baden-Württemberg to PR Xxxxxxx Xxxxx Key with a balance of $68,468,750 as of 3/31/2016 | Xxxxxxx Xxxxx Key Mall |
PR Financing Limited Partnership | Guaranty of Loan and Indemnity Deed of Trust in the amount of $68,468,750 in favor of Landesbank Baden-Württemberg to PR Xxxxxxx Xxxxx Key with a balance of $68,468,750 as of 3/31/2016 | Xxxxxxx Xxxxx Key Mall |
PR Xxxxxxx Xxxxx LLC | Loan in the amount of $96,200,000 from Prudential Insurance Company of America to PR Xxxxxxx Xxxxx LLC with a balance of $95,192,954 as of 3/31/2016 | Xxxxxxx Xxxxx |
PR Hyattsville LLC | Loan in the amount of $150,000,000 Xxxxx Fargo Bank, N.A. to PR Hyattsville LLC with a balance of $150,000,000 as of 3/31/2016 | Mall at Prince Xxxxxx |
PR Prince George’s Plaza LLC | Guaranty of Loan and Indemnity Deed of Trust in the amount of $150,000,000 in favor of Xxxxx Fargo Bank, N.A. with a balance of $150,000,000 as of 3/31/2016 | Mall at Prince Xxxxxx |
PR Valley View Limited Partnership | Loan in the amount of $32,000,000 from XX Xxxxxx Xxxxx Bank, N.A to PR Valley View Limited Partnership with a balance of $29,590,238 as of 3/31/2016 | Valley View Mall |
PR Viewmont LP | Fee and Leasehold Mortgage in the amount of $57,000,000 to Landesbank Baden-Württemberg with a balance of $57,000,000 as of 3/31/2016 | Viewmont Mall (Improvements) |
PR Financing Limited Partnership | Fee and Leasehold Mortgage in the amount of $57,000,000 to Landesbank Baden-Württemberg with a balance of $57,000,000 as of 3/31/2016 | Viewmont Mall (Land) |
X.X. Xxxx-Anchor B, L.P. | Loan in the amount of $170,000,000 from Prudential Insurance Company of America and Teachers Insurance & Annuity Association of America to X.X. Xxxx, L.P. and XX Xxxx-Anchor B LP with a balance of $168,740,770 as of 3/31/2016 | Willow Grove Mall |
X.X. Xxxx, L.P. | Loan in the amount of $170,000,000 from Prudential Insurance Company of America and Teachers Insurance & Annuity Association of America to X.X. Xxxx, L.P. and XX Xxxx-Anchor B LP with a balance of $168,740,770 as of 3/31/2016 | Willow Grove Mall |
PR Woodland Limited Partnership | Loan in the amount of $130,000,000 from U.S. Bank National Association, MUFG Union Bank National Association and Associated Bank to PR Woodland Limited Partnership with a balance of $130,000,000 as of 4/8/2016 | Woodland Mall |
PR Wyoming Valley LP | Loan in the amount of $78,000,000 from Cantor Commercial Real Estate Lending, LP to PR Wyoming Valley L.P with a balance of $76,953,332 as of 3/31/2016. | Wyoming Valley Mall |
Unconsolidated Affiliates | ||
Oxford Valley Road Associates | Loan in the amount of $60,000,000 from CIBX Commercial Mortgage, LLC with a balance of $57,033,428 as of 3/31/2016 | Court at Oxford Valley |
Simon/PREIT Gloucester Development, LLC | Loan in the amount of $90,000,000 from MUFG Union Bank, N.A. & Suntrust Bank with a balance of $78,607,248 as of 3/31/2016 | Gloucester Outlets |
Mall at Lehigh Valley, L.P. | Loan in the amount of $140,000,000 from The Prudential Insurance Company of America with a balance of $128,525,292 as of 3/31/2016 | Lehigh Valley Mall |
Metroplex West Associates, L.P. | Loan in the amount of $87,500,000 from New York Life Insurance Company with a balance of $81,279,076 as of 3/31/2016 | Metroplex West |
Pavilion East Associates, L.P. | Loan in the amount of $9,400,000 from M&T with a balance of $8,531,270 as of 3/31/2016 | Pavilion East |
Red Rose Commons Associates, L.P. | Loan in the amount of $29,900,000 from Citigroup Global Markets Realty Corp. with a balance of $27,807,596 as of 3/31/2016 | Red Rose Commons |
PR Springfield/Delco Limited Partnership | Loan in the amount of $65,000,000 from Cantor Commercial Real Estate Lending L.P. with a balance of $64,581,052 as of 3/31/2016 | Springfield Mall |
PART II
Total Liabilities Excluding Indebtedness
Set Forth in Part I
Total Liabilities (Excluding Indebtedness set forth in Part I) as of 3/31/2016 [$ In Thousands] | ||||
Construction Costs Payable | 3,756 | |||
Deferred Rent & Escrow Deposits | 21,899 | |||
Accrued Pensions et al. | 10,490 | |||
Accrued Expenses & Other Liabilities | 58,321 | |||
Total Liabilities | 94,466 | |||
Schedule 6.1.(h)
Material Contracts
$400,000,000 Credit Agreement dated April 17, 2013 by and among PREIT Associates, L.P., PREIT-XXXXX, Inc., and Pennsylvania Real Estate Investment Trust as Borrowers, the Financial Institutions party thereto and Xxxxx Fargo Bank, National Association, as Administrative Agent, as amended.
$300,000,000 Mortgage dated August 15, 2012 by PR Cherry Hill STW LLC and Cherry Hill Center LLC to New York Life Insurance Company and Teachers Insurance and Annuity Association of America.
Schedule 6.1.(i)
Litigation
As disclosed in Part II, Item 1, Legal Proceedings, of Form 10-Q for the fiscal year ended March 31, 2016 filed with the United States Securities and Exchange Commission on April 29, 2016, Parent and Borrowers do not believe that any material litigation is currently pending, and, in any event, that no pending litigation can reasonably be expected to have a Material Adverse Effect.
Schedule 6.1.(w)
Non-Guarantor Subsidiaries
Legal Name of Non-Guarantor Entities | Type of Legal Entity | Equity Interest Held by Parent | Reason for Exclusion | ||
Limited Partnerships | |||||
801 Developers, LP | PA Limited Partnership | 801 Developers GP, LLC - 1% GP PREIT - 99% LP | 2 - See 801-Gallery Associates, L.P. | ||
Cumberland Mall Associates | NJ Limited Partnership | PR Cumberland GP, LLC - 1% GP PR Cumberland LP, LLC - 99% LP | 2 - Special Purpose Entity (“SPE”) | ||
PR 8-10 Market LP | DE Limited Partnership | PR 8-10 Market Mezz LLC - 0.1% GP PREIT - 99.9% LP | 2 -See PM Gallery LP | ||
PR 907 Market Mezz LP | DE Limited Partnership | PR 907 Market Mezz GP LLC - 1% GP PREIT - 99% LP | 2 - See PR 907 Market LP | ||
XX XXX LP | PA Limited Partnership | XX XXX GP, LLC - 1% GP PREIT - 99% LP | 2- See Lehigh BOS Acquisition L.P. | ||
PR Capital City Limited Partnership | PA Limited Partnership | PR Capital City LLC - 0.5% GP PREIT - 99.5% LP | 2 - SPE | ||
PR CC Limited Partnership | PA Limited Partnership | PR CC I LLC - 0.01% GP PREIT - 99.99% LP | 2- SPE | ||
PR Gallery II Limited Partnership | PA Limited Partnership | PR Gallery II LLC - 0.1% GP PREIT - 99.9% LP | 2- See Keystone Philadelphia Properties, L.P. | ||
PR Holding Sub Limited Partnership | PA Limited Partnership | PR Holding Sub LLC - 0.1% GP PREIT - 99.9% LP | 1 | ||
PR Lycoming Limited Partnership (to be dissolved) | PA Limited Partnership | PR Lycoming LLC - 0.01% GP PREIT - 99.99% | 2 - SPE | ||
XX Xxxxxx Xxxx 00X Xxxxxxxx, X.X. (xx xx dissolved) | PA Limited Partnership | XX Xxxxxx Unit 10C GP, LLC - 0.01% GP PREIT-XXXXX, INC. - 99.99% LP | 1 | ||
XX Xxxxxx Unit 10C Limited Partnership (to be dissolved) | PA Limited Partnership | XX Xxxxxx Unit 10C GP, LLC - 0.01% GP XX Xxxxxx Xxxx 00X Xxxxxxxx, X.X. - 99.99% LP | 1 | ||
XX Xxxxxx Unit One Holdings, L.P. (to be dissolved) | PA Limited Partnership | XX Xxxxxx Unit One GP, LLC - 0.01% GP PREIT-XXXXX, INC. - 99.99% LP | 2 - See XX Xxxxxx Unit One Limited Partnership | ||
XX Xxxxxx Unit One Limited Partnership (to be dissolved) | PA Limited Partnership | XX Xxxxxx Unit One GP, LLC - 0.01% GP XX Xxxxxx Unit One Holdings, L.P. - 99.99% LP | 2 - SPE | ||
PR New Castle Associates | PA Limited Partnership | PR New Castle LLC - 0.1% GP PREIT - 99.9% LP | 2 - SPE See Cherry Hill Center LLC | ||
PR Outdoor, LP | PA Limited Partnership | PR Outdoor, LLC -0.01% GP PREIT-XXXXX, INC. - 99.99% LP | 1 | ||
PR Outdoor 2, L.P. | PA Limited Partnership | PR Outdoor 2, LLC - 0.01% GP PREIT-XXXXX, INC. - 99.99% LP | 1 | ||
XX Xxxxxx Park, L.P. (to be dissolved) | PA Limited Partnership | XX Xxxxxx Park Trust - 1% GP PREIT - 99% LP | 0 | ||
XX Xxxxxx Xxxx Xxxx Limited Partnership (to be dissolved) | PA Limited Partnership | XX Xxxxxx Park, L.P. - 50.1% GP PREIT - 49.9% LP | 1 | ||
PR Pitney Lot 3 Holdings, L.P. (to be dissolved) | PA Limited Partnership | PR Pitney Lot 3 GP, LLC - 0.01% GP PREIT-XXXXX, INC. - 99.99% LP | 1 | ||
PR Pitney Lot 3 Limited Partnership (to be dissolved) | PA Limited Partnership | PR Pitney Lot 3 GP, LLC - 0.01% GP PR Pitney Xxx 0 Xxxxxxxx, X.X. - 99.99% LP | 1 | ||
PR Springfield Associates, L.P. (to be dissolved) | PA Limited Partnership | PR Springfield Trust - 89% GP Pennsylvania Real Estate Investment Trust - 11% LP | 2 - SPE | ||
PR Springfield/Delco Limited Partnership | PA Limited Partnership | PR Springfield/Delco LLC - 0.1% GP PR Springfield/Delco Holdings, L.P. - 99.9% LP | 2 - SPE | ||
PR Springfield/Delco Holdings, L.P. | PA Limited Partnership | PR/Springfield/Delco Holdings LLC - 0.1% GP PREIT - 99.9% LP | 2 - PR Springfield/Delco Limited Partnership | ||
PR Valley View Limited Partnership | PA Limited Partnership | PR Valley View LLC - 0.5% GP PREIT - 99.5% LP | 2 - SPE | ||
PR Viewmont Limited Partnership | PA Limited Partnership | PR Viewmont LLC - 0.01% GP PREIT - 99.99% LP | 2 - SPE | ||
PR Woodland Limited Partnership | DE Limited Partnership | PR Woodland General, LLC - 1% GP PREIT - 99% LP | 2 - SPE | ||
PR Wyoming Valley Limited Partnership | PA Limited Partnership | PR Wyoming Valley LLC 0.5% GP PREIT 99.5% LP | 2 - SPE | ||
PREIT Capital Advisors, LP (to be dissolved) | PA Limited Partnership | PR Advisors GP, LLC - 0.01% GP PREIT-XXXXX, INC. - 99.99% LP | 1 | ||
WG Holdings, L.P. | PA Limited Partnership | PRWGP General, LLC - 0.02% GP PREIT - 99.98% LP | 2 - See XX Xxxx L.P. | ||
XX Xxxx-Anchor B LP | DE Limited Partnership | XX Xxxx-Anchor B, LLC - 0.5% GP PREIT - 99.5% LP | 2 - SPE | ||
XX Xxxx General, L.P. | PA Limited Partnership | WG Holdings of Pennsylvania, L.L.C. - 0.1% GP WG Holdings, L.P. - 99.9% LP | 2 - See XX Xxxx L.P. | ||
XX Xxxx Limited, L.P. | PA Limited Partnership | WG Holdings of Pennsylvania, L.L.C. -0.1% GP WG Holdings, L.P. -99.9% LP | 2 - See XX Xxxx L.P. | ||
XX Xxxx L.P. | PA Limited Partnership | XX Xxxx General, L.P. - 20% GP XX Xxxx Limited, L.P. - 80% LP | 2 - SPE | ||
Limited Liability Companies | |||||
801 Developers GP, LLC | PA Limited Liability Company | PREIT - 100% Sole Member | 2-See 801 Developers, LP | ||
Beverage Two, LLC | NJ Limited Liability Company | PREIT-XXXXX, INC. - 100% | 1 | ||
Cherry Hill Center, LLC | PA Limited Liability Company | New Castle Associates - 99.9% Member Cherry Hill Manager, LLC - 0.1% Member | 2 - SPE | ||
Cherry Hill Center Manager, LLC | DE Limited Liability Company | PREIT - 100% Sole Equity Member Xxxxxxx Xxxxxx - 0% Special Member | See Cherry Hill Center, LLC | ||
Cumberland Mall Retail Condominium Association, LLC | NJ Limited Liability Company | Pennsylvania Real Estate Investment Trust and other unit owners | 1 | ||
Echelon Beverage LLC | NJ Limited Liability Company | PREIT-XXXXX, INC. 100% | 1 | ||
Moorestown Beverage I, LLC | NJ Limited Liability Company | PREIT-XXXXX, INC. 100% | 1 | ||
Moorestown Beverage II, LLC | NJ Limited Liability Company | PREIT-XXXXX, INC. 100% | 1 | ||
Plymouth License III, LLC | PA Limited Liability Company | PREIT-XXXXX, INC. - 100% Sole Member | 1 | ||
Plymouth License IV, LLC | PA Limited Liability Company | PREIT-XXXXX, INC. - 100% Sole Member | 1 | ||
PR 8-10 Market GP LLC | DE Limited Liability Company | PREIT - 100% Sole Member | 2-See PM Gallery LP | ||
PR 8-10 Market Mezz LLC | DE Limited Liability Company | PREIT - 100% Sole Member | 2-See PR 8-10 Market LP | ||
PR 907 Market Mezz GP LLC | DE Limited Liability Company | PREIT - 100% Sole Member | 2-See PR 907 Market LP | ||
PR Acquisition Sub LLC | DE Limited Liability Company | PREIT - 100% Sole Member | 1 | ||
XX XXX GP, LLC | DE Limited Liability Company | PREIT - 100% Sole Member | 2- See Lehigh BOS Acquisition L.P. | ||
PR Capital City LLC | DE Limited Liability Company | PR CC II LLC - 99.99% Member PREIT - 0.01% Member | 2 - See PR Capital City Limited Partnership | ||
PR CC I LLC | DE Limited Liability Company | PR CC II LLC - 99.99% Member PREIT - 0.01% Member | 2 - See PR CC Limited Partnership | ||
PR CC II LLC | DE Limited Liability Company | PREIT 100% Sole Member | 2 - See PR CC Limited Partnership | ||
PR Cherry Hill STW, LLC | DE Limited Liability Company | PREIT - 100% Sole Member | 2 - SPE | ||
PR Chestnut Mezzco, LLC | PA Limited Liability Company | PREIT - 100% Sole Member | 1 | ||
PR Chestnut Sub Mezzco, LLC | PA Limited Liability Company | PREIT - 100% Sole Member | 1 | ||
PR Cumberland GP, LLC | DE Limited Liability Company | PREIT - 100% Sole Member | 2 - See Cumberland Mall Associates | ||
PR Cumberland LP, LLC | DE Limited Liability Company | PREIT - 100% Sole Member | 2 - See Cumberland Mall Associates | ||
PR Xxxxxxx Xxxxx Key LLC | DE Limited Liability Company | PR Financing Limited Partnership - 100% Sole Member | 2 - SPE | ||
PR Gallery II LLC | DE Limited Liability Company | PREIT - 100% Sole Member | 2-See PR Gallery II Limited Partnership | ||
PR Gloucester LLC | DE Limited Liability Company | PREIT - 100% Sole Member | 1 | ||
PR Hagerstown LLC | DE Limited Liability Company | PR Valley Mall Limited Partnership - 100% Sole Member | 1 | ||
PR Holding Sub LLC | PA Limited Liability Company | PREIT - 100% Sole Member | 1 | ||
PR Hyattsville LLC | DE Limited Liability Company | PR Prince George’s Plaza LLC - 100% Sole Member | 2 - SPE | ||
PR Lehigh Valley LLC | PA Limited Liability Company | PREIT - 100% Sole Member | 2 - See Lehigh Valley Associates | ||
PR Lycoming LLC (to be dissolved) | DE Limited Liability Company | PREIT - 100% Sole Member | 2 - See Lycoming Limited Partnership | ||
PR Metroplex West LLC | PA Limited Liability Company | PREIT - 100% Sole Member | 2 - See Metroplex General, Inc. | ||
XX Xxxxxx Unit 10C GP, LLC (to be dissolved) | DE Limited Liability Company | PREIT-XXXXX, INC. - 100% Sole Member | 1 | ||
XX Xxxxxx Unit One GP, LLC (to be dissolved) | DE Limited Liability Company | PREIT-XXXXX, INC. - 100% Sole Member | 2 - See XX Xxxxxx Unit One Limited Partnership | ||
PR New Castle LLC | PA Limited Liability Company | PREIT - 100% Sole Member | 2 - See PR New Castle Associates | ||
PR North Dartmouth LLC | DE Limited Liability Company | PREIT - 100% Sole Member | 2 - SPE | ||
PR Outdoor, LLC | DE Limited Liability Company | PREIT-XXXXX, INC. - 100% Sole Member | 1 | ||
PR Outdoor 2, LLC | DE Limited Liability Company | PREIT-XXXXX, INC. - 100% Sole Member | 1 | ||
PR Oxford Valley General, LLC | DE | PREIT - 100% Sole Member | 2 - See Oxford Valley Road Associates | ||
PR Xxxxxxx Xxxxx LLC | DE Limited Liability Company | PREIT - 100 % Sole Member | 2 - SPE | ||
PR Pitney Lot 3 GP, LLC (to be dissolved) | DE Limited Liability Company | PREIT-XXXXX, INC - 100% Sole Member | 1 | ||
PR PG Plaza LLC | DE Limited Liability Company | PREIT - 100% Sole Member | 2 - See PR Prince Georges Plaza LLC | ||
PR Prince George’s Plaza LLC | DE Limited Liability Company | PR PG Plaza LLC - 1% Managing Member PREIT - 99% Member | 2 - See PR Hyattsville LLC | ||
PR Red Rose LLC | DE Limited Liability Company | PREIT - 100% Sole Member | 2 - See Red Rose Commons Associates, L.P. | ||
PR Springfield/Delco LLC | DE Limited Liability Company | PREIT - 100% Sole Member | 2 - See PR Springfield/Delco, L.P. | ||
PR Springfield/Delco Holdings LLC | DE Limited Liability Company | PREIT - 100% Sole Member | 2 - See PR Springfield/Delco Holdings, L.P. | ||
PR Sunrise Outparcel 1, LLC (to be dissolved) | NJ Limited Liability Company | PREIT-XXXXX, INC. - 100% Sole Member | 1 | ||
PR Valley View LLC | DE Limited Liability Company | PR VV LLC - 99.99% Member PREIT - 0.01% Member | 2 - See PR Valley View Limited Partnership | ||
PR Viewmont LLC | DE Limited Liability Company | PREIT - 100% Sole Member | 2 - See PR Viewmont Limited Partnership | ||
PR VV LLC | DE Limited Liability Company | PREIT - 100% Sole Member | 2 - See PR Valley View Limited Partnership | ||
PR Walnut Mezzco, LLC | PA Limited Liability Company | PREIT - 100% Sole Member | 1 | ||
PR Walnut Sub Mezzco, LLC | PA Limited Liability Company | PREIT - 100% Sole Member | 0 | ||
XX Xxxxxx Xxxxxx Abstract LLC | DE Limited Liability Company | PREIT-XXXXX, INC. - 100% Sole Member | 2 - See Walnut Street Abstract L.P. | ||
WG Holdings of Pennsylvania, L.L.C. | PA Limited Liability Company | WG Holdings L.P. - 100% Sole Member | 2 - See XX Xxxx, L.P. | ||
XX Xxxx - Anchor B, LLC | DE Limited Liability Company | PREIT - 100% Sole Member | 2 - See XX Xxxx - Anchor B LP | ||
PR XX Xxxx General GP, LLC | DE Limited Liability Company | WG Holdings of Pennsylvania, LLC - 100% Sole Member | 2 - See XX Xxxx, L.P. | ||
PRWGP General, LLC | DE Limited Liability Company | PREIT - 100% Sole Member | 2 - See XX Xxxx, L.P. | ||
PR Wiregrass Anchor LLC (to be dissolved) | DE Limited Liability Company | PREIT - 100% Sole Member | 1 | ||
PR Woodland General LLC | DE Limited Liability Company | PREIT - 100% Sole Member | 2 - See PR Woodland L. P. | ||
PR Woodland Outparcel LLC | DE Limited Liability Company | PREIT - Sole Member | 2 - SPE | ||
PR WV LLC | DE Limited Liability Company | PREIT - 100% Sole Member | 2 - See PR Wyoming Valley Limited Partnership | ||
PR Wyoming Valley LLC | DE Limited Liability Company | PR WV LLC - 99.99% Member PREIT - 0.01% | 2 - See PR Wyoming Valley Limited Partnership | ||
PREIT CDE LLC (f/k/a Exton License II, LLC) (to be dissolved) | PA Limited Liability Company | PREIT-XXXXX, INC. - 1% Member PREIT - 99% Member | 1 | ||
PREIT Gadsden Mall LLC (to be dissolved) | DE Limited Liability Company | PREIT - 100% Sole Member | 1 | ||
PREIT Gallery TRS Sub LLC | PA Limited Liability Company | PREIT-XXXXX, INC. - 100% Sole Member | 2 -See Keystone Philadelphia Properties, L.P., PR Gallery I Limited Partnership and PR 907 Market LP | ||
PREIT Services, LLC | DE Limited Liability Company | PREIT - 100% Sole Member | 1 | ||
Corporations | |||
1150 Plymouth Associates, Inc. | MD | PREIT-XXXXX, INC. - 100% | 1 |
Capital City Beverage Enterprise, Inc. (f/k/a R8267 Plymouth Enterprises, Inc.) | MD | PREIT-XXXXX, INC. - 100% | 1 |
Exton License, Inc. | MD | PREIT-XXXXX, INC. - 100% | 1 |
PR GC Inc. | MD | PREIT Services, LLC - 100% | 1 |
PREIT TRS, Inc. | DE | Pennsylvania Real Estate Investment Trust- 100% | 1 |
Springhills NE Quadrant Drainage Association No. One, Inc. | FL | PREIT and other owners. | 1 |
Springhill Owners Association, Inc. | FL | PREIT and other owners. | 1 |
Trusts | |||
XX Xxxxxx Park Trust (to be dissolved) | PA | PREIT - Sole Beneficiary | 1 |
PR Springfield Trust (to be dissolved) | PA Business Trust | PREIT - Sole Beneficiary | 2 - See PR Springfield Associates, L.P. |
PREIT Protective Trust 1 | PA | PREIT-XXXXX, INC. - Sole Beneficiary | 1 |
1 = Subsidiary (i) is not a Significant Subsidiary, (ii) does not own or lease an Unencumbered Property (iii) does not own directly or indirectly, a Subsidiary that owns or leases an Unencumbered Property, and (iv) is not a guarantor under the Existing Credit Agreement, so long as that agreement is still in effect.
2 = Subsidiary is an Excluded Subsidiary.
