APPOINTMENT OF SUCCESSOR RIGHTS AGENT
This instrument is dated as of February 21, 2005, and entered into by
Pennsylvania Real Estate Investment Trust, a Pennsylvania business trust (the
"Trust"), and Xxxxx Fargo Bank, National Association, a national banking
association ("Xxxxx Fargo").
BACKGROUND
A. The parties hereto refer to the Rights Agreement, dated as of April
30, 1999 (the "Rights Agreement"), between the Trust and American Stock Transfer
and Trust Company, as Rights Agent (the "Predecessor Rights Agent").
B. The parties further refer to the Resolution of Appointment adopted
by the Trust on February 16, 2005, providing, among other things, for the
appointment of Xxxxx Fargo to act as transfer agent, registrar, rights agent,
and dividend disbursing agent of the Trust in accordance with the Transfer Agent
Services Agreement dated as of January 13, 2005 by and between the Trust and
Xxxxx Fargo.
C. This instrument is entered into in furtherance of the appointment of
Xxxxx Fargo as successor Rights Agent under the Rights Agreement.
NOW THEREFORE, the parties agree as follows:
Section 1. The Trust has given notice to the Predecessor Rights Agent
of its removal as Rights Agent under the Rights Agreement, effective as of the
date hereof subject to the appointment of a successor in accordance with Section
21 of the Rights Agreement.
Section 2. In accordance with Section 21 of the Rights Agreement, Xxxxx
Fargo hereby represents to the Trust that it is a legal business entity
organized and doing business under the laws of the United States, in good
standing, authorized under such laws to exercise corporate trust, stock
transfer, or shareholder services powers, subject to supervision or examination
by federal or state authorities, and has a combined capital and surplus of at
least $5,000,000.
Section 3. The Trust hereby confirms that, pursuant to the Resolution
of Appointment, it has appointed, and it does hereby appoint, Xxxxx Fargo to act
as successor to the Predecessor Rights Agent as Rights Agent under the Rights
Agreement, which appointment shall become effective at the Effective Time (as
defined below).
Section 4. Xxxxx Fargo hereby confirms that, pursuant to the Resolution
of Appointment, it has accepted, and it does hereby accept, its appointment as
successor Rights Agent under the Rights Agreement effective at the Effective
Time.
Section 5. Pursuant and subject to Section 21 of the Rights Agreement,
at the Effective Time Xxxxx Fargo shall become and thereafter shall be a party
to the Rights Agreement as Rights Agent thereunder and shall be vested with the
same powers, rights, duties, and responsibilities as if it had been originally
named as Rights Agent without further act or deed of any person or entity. The
parties acknowledge their intent that Xxxxx Fargo does not assume and shall not
have any responsibility or liability for actions or omissions of the Predecessor
Rights Agent prior to the Effective Time.
Section 6. This instrument shall become effective as of the opening of
business in New York City on the date first above written (the "Effective
Time").
Section 7. For purposes of Section 25 of the Rights Agreement, the
address of Xxxxx Fargo as Rights Agent thereunder for purposes of notices or
demands (until another address is filed in writing by Xxxxx Fargo as Rights
Agent with the Trust) shall be as set forth under Xxxxx Fargo's signature to
this instrument.
Section 8. All the covenants and provisions of this instrument by or
for the benefit of the Trust or the Rights Agent shall bind and inure to the
benefit of their respective successors and assigns under the Rights Agreement.
Section 9. This instrument shall be deemed to be a contract made under
the laws of the Commonwealth of Pennsylvania and for all purposes shall be
governed by and construed and enforced in accordance with the laws of the
Commonwealth of Pennsylvania applicable to contracts to be made and performed
entirely within such Commonwealth.
Section 10. This instrument may be executed in any number of
counterparts and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be duly executed as of the day and year first above written.
PENNSYLVANIA REAL ESTATE XXXXX FARGO BANK, NATIONAL
INVESTMENT TRUST ASSOCIATION
By: /s/ Xxxxx Xxxxx By: /s/ Xxxxxx Xxxxx
Name: Xxxxx Xxxxx Name: Xxxxxx Xxxxx
Title: Vice President Title: Officer
Address:
Xxxxx Fargo Shareowner Services
Attention: Manager of Account Administration
000 Xxxxx Xxxxxxx Xxxxxxxx
Xxxxx Xx. Xxxx, Xxxxxxxxx 00000-0000
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