REVOLVING NOTE
$25,000,000 April 23, 2003
FOR VALUE RECEIVED, the undersigned, PREIT ASSOCIATES, L.P, a Delaware
limited partnership (the "Borrower") hereby unconditionally promises to pay to
the order of XXXXX FARGO BANK, NATIONAL ASSOCIATION (the "Lender"), in care of
Xxxxx Fargo Bank, National Association, as Agent (the "Agent"), to Xxxxx Fargo
Bank, National Association, 0000 X. Xxxx Xxxxx, Xxxxx 000, Xx Xxxxxxx,
Xxxxxxxxxx 00000 or at such other address as may be specified by the Agent to
the Borrower, the principal sum of TWENTY FIVE MILLION AND 00/100 DOLLARS
($25,000,000), or such lesser amount as may be the then outstanding and unpaid
balance of all Revolving Loans made by the Lender to the Borrower pursuant to,
and in accordance with the terms of, the Credit Agreement.
The Borrower further agrees to pay interest at said office, in like
money, on the unpaid principal amount owing hereunder from time to time on the
dates and at the rates and at the times specified in the Credit Agreement.
This Note is one of the "Revolving Notes" referred to in that Credit
Agreement dated as of April 23, 2003 (as amended, restated, supplemented or
otherwise modified from time to time, the "Credit Agreement"), by and among the
Borrower, Pennsylvania Real Estate Investment Trust, the financial institutions
party thereto and their assignees under Section 11.5.(d) thereof and the Agent,
and is subject to, and entitled to, all provisions and benefits thereof.
Capitalized terms used herein and not defined herein shall have the respective
meanings given to such terms in the Credit Agreement. The Credit Agreement,
among other things, (a) provides for the making of Revolving Loans by the Lender
to the Borrower from time to time in an aggregate amount not to exceed at any
time outstanding the Dollar amount first above mentioned, (b) permits the
prepayment of the Revolving Loans by the Borrower subject to certain terms and
conditions and (c) provides for the acceleration of the Revolving Loans upon the
occurrence of certain specified events.
The Borrower hereby waives presentment, demand, protest and notice of
any kind. No failure to exercise, and no delay in exercising any rights
hereunder on the part of the holder hereof shall operate as a waiver of such
rights.
Time is of the essence for this Note.
THIS NOTE 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.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the undersigned has executed and delivered this
Revolving Note under seal as of the date written above.
PREIT ASSOCIATES, L.P.
By: Pennsylvania Real Estate Investment Trust,
its general partner
By: /s/ Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx
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Title: President & Chief Operating Officer
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[SEAL]
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