THIRD AMENDMENT TO SECOND LIEN CREDIT AGREEMENT

Exhibit 10.5

Execution Version

THIRD AMENDMENT TO SECOND LIEN CREDIT AGREEMENT

This THIRD AMENDMENT TO SECOND LIEN CREDIT AGREEMENT (this “Amendment”) dated as of December 8, 2023 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 party hereto and WILMINGTON SAVINGS FUND SOCIETY, FSB, as administrative agent (the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, the Borrower, the financial institutions from time to time party thereto as Xxxxxxx and the Administrative Agent, are parties to that certain Second Lien Credit Agreement, dated as of December 10, 2020 (as amended by that certain First Amendment to Second Lien Credit Agreement, dated as of February 8, 2021, that certain Agency Resignation, Appointment, Acceptance and Waiver Agreement, dated as of April 13, 2021 among Xxxxx Fargo Bank, National Association, as resigning administrative agent, the Administrative Agent, as the successor administrative agent, the Borrower and the lenders party thereto and that certain Second Amendment to Second Lien Credit Agreement, dated as of May 12, 2023, and as further amended, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement” as amended by this Amendment, the “Amended Credit Agreement);

WHEREAS, the Borrower has requested that the Existing Credit Agreement be amended as set forth below, subject to the terms and conditions specified in this Amendment; and

WHEREAS, the parties hereto are willing to amend the Existing Credit Agreement on the terms set forth herein.

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Section 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Amended Credit Agreement referred to below. Section 1.2 of the Amended Credit Agreement is incorporated herein by reference, mutatis mutandis.

Section 2. Amendment to Existing Credit Agreement. Effective as of the Third Amendment Effective Date (as defined in Section 4 below), Section 8.15(d)(i) of the Existing Credit Agreement is hereby amended to add the following sentence at the end of such section:

“Notwithstanding the foregoing, PR Financing Limited Partnership, a Delaware limited partnership, PR Financing I LLC, a Delaware limited liability company and PR Financing II LLC, a Delaware limited liability company shall each be automatically released from the Guaranty effective as of December 8, 2023 without any further action.”

Section 3. Release of Security Interest. The Lenders party hereto hereby agree that (i) all security interests in and Liens on any assets of PR Financing Limited Partnership, a Delaware limited partnership, PR Financing I LLC, a Delaware limited liability company and PR Financing II LLC, a Delaware limited liability company, in favor of the Administrative Agent, for the benefit of the Secured Parties, pursuant to the Security Documents shall be automatically released upon the release of such Subsidiaries as Guarantors and (ii) the Administrative Agent is hereby directed, at the sole cost and expense of the Borrowers, to execute and deliver such release documents as may be reasonably requested by the Borrower in connection therewith.

Section 4. Conditions to Amendment Effective Date. This Amendment shall become effective on the date (the “Third Amendment Effective Date”) on which the Administrative Agent (or its counsel) shall have received counterparts of this Amendment from the Lenders that, at a minimum, collectively represent the Super Majority Lenders and the Borrowers.

Section 5. Representations and Warranties of the Credit Parties. Each Borrower party hereto, by signing below, hereby represents and warrants to the Administrative Agent and the Lenders party hereto as follows:

(a) the execution, delivery and performance of this Amendment by such Xxxxxxxx has been duly authorized by all necessary corporate or other organizational action;

(b) no Default or Event of Default has occurred or is continuing; and

(c) each of the representations and warranties of the Borrower and each other Loan Party contained in Article VII of the Amended Credit Agreement and each other Loan Document are true and correct in all material respects (except for those representations and warranties that are conditioned by materiality, which are true and correct in all respects) on and as of the Third Amendment Effective Date to the same extent as though made on and as of the date hereof, except to such extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except for those representations and warranties that are conditioned by materiality, which are true and correct in all respects) on and as of such earlier date.

Section 6. Credit Agreement Unaffected; Course of Dealing. Each reference to the Existing Credit Agreement or in any other Loan Document shall hereafter be construed as a reference to the Existing Credit Agreement as amended hereby. Except as herein otherwise specifically provided, all provisions of the Loan Documents shall remain in full force and effect and be unaffected hereby. This Amendment is a Loan Document. For the avoidance of doubt, the waivers described herein shall each be a one-time waiver, and shall not establish a course of dealing with respect to future amendments, consents or waiver.

Section 7. Counterparts; Integration; Effectiveness.

(a) This Amendment may be executed in any number of counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts shall collectively constitute a single document. It shall not be necessary in making

2

proof of this document to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Delivery of an executed counterpart via facsimile, portable document format (“PDF”) or electronic mail shall constitute delivery of an original. The words “delivery,” “execute,” “execution,” “signed,” “signature,” and words of like import in this Amendment or any other document executed in connection herewith shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided, that, notwithstanding anything contained herein to the contrary, Administrative Agent is under no obligation to agree to accept electronic signatures in any form or in any format unless expressly agreed to by Administrative Agent pursuant to procedures approved by it; provided, further, without limiting the foregoing, upon the request of Administrative Agent, any electronic signature shall be promptly followed by such manually executed counterpart. The parties hereto hereby consent to the use of electronic signatures and records in connection with this Amendment.

(b) This Amendment, together with the Existing Credit Agreement and the other Loan Documents, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Amendment shall be binding upon and inure to the benefit of the Borrower, each other Borrower party hereto, the Administrative Agent, the Issuer, each Lender and their respective successors and assigns.

Section 8. Governing Law. This Amendment and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of this Amendment shall be governed by, and construed in accordance with, the laws of the State of New York. The jurisdiction and waiver of right to trial by jury provisions in Section 12.5 of the Amended Credit Agreement are incorporated herein by reference, mutatis mutandis.

Section 9. Severability. If any provision of this Amendment shall be determined by a court of competent jurisdiction to be invalid or unenforceable, that provision shall be deemed severed from the Loan Documents, and the validity, legality and enforceability of the remaining provisions shall remain in full force as thought the invalid, illegal, or unenforceable provision had never been part of the Loan Documents.

Section 10. Headings. Section headings are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

[Remainder of Page Intentionally Left Blank.]

3

IN WITNESS WHEREOF, this Amendment has been duly executed and delivered as of the date first above written.

PREIT ASSOCIATES, L.P.,
a Delaware limited partnership
By:		Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust
		its general partner
		By:		/s/ Xxxxxx Xxxxxxx
		Name:		Xxxxxx Xxxxxxx
		Title:		Executive Vice President, Finance & Acquisitions and Treasurer
PREIT-XXXXX, INC.,
a Pennsylvania corporation
By:		/s/ Xxxxxx Xxxxxxx
Name:		Xxxxxx Xxxxxxx
Title:		Executive Vice President, Finance & Acquisitions and Treasurer
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST,
a Pennsylvania business trust
By:		/s/ Xxxxxx Xxxxxxx
Name:		Xxxxxx Xxxxxxx
Title:		Executive Vice President, Finance & Acquisitions and Treasurer

[Signature Page to Third Amendment to Second Lien Credit Agreement]

WILMINGTON SAVINGS FUND SOCIETY, FSB,
as Administrative Agent
By:		/s/ Xxxxxx Xxxxxxxx
		Name: Xxxxxx Xxxxxxxx
		Title: Vice President

[Signature Page to Third Amendment to Second Lien Credit Agreement]

(Required Lender Signature Pages on File with the Administrative Agent)