Exhibit 4.2
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
AMENDMENT TO TRUST AGREEMENT
AS AMENDED AND RESTATED DECEMBER 16, 1997
The undersigned trustees of Pennsylvania Real Estate
Investment Trust on this 14th day of November, 2003, hereby amend the Trust
Agreement as amended and restated December 16, 1997 (the "Agreement") as
follows:
1. Rights of Series or Class of Preferred Shares to Elect
Trustees. Paragraph 2 of the Agreement is hereby amended to add the following
new Paragraph 2.L.:
"L. The provisions of this Paragraph 2 are subject to the
rights of the holders of any series or class of Preferred Shares to elect or
appoint or to cause the election or appointment of one or more Trustees upon the
terms and conditions set forth in the designating Amendment to this Agreement
effected by the Trustees with respect to the applicable series or class of
Preferred Shares."
2. Allocations. Paragraph 8 of the Agreement is hereby amended
to add the following sentence immediately following the last sentence of the
second paragraph thereof:
"The Shares shall be subject to all of the rights,
preferences, privileges, qualifications, limitations and restrictions of the
Preferred Shares as set forth in the designating Amendment to this Agreement
effected by the Trustees with respect to the applicable series or class of
Preferred Shares."
3. All capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned in the Agreement. Except as modified
herein, all terms and conditions of the Agreement shall remain in full force and
effect, which terms and conditions the undersigned trustees hereby ratify and
confirm. This Amendment may be executed and delivered in one or more
counterparts, all of which shall be considered one and the same agreement.
Exhibit 4.2
IN WITNESS WHEREOF, the undersigned trustees have executed and
delivered this Amendment, or caused this Amendment to be executed and delivered
as of the date first set forth above.
TRUSTEES:
/s/ Xxxxxxxxx X. Xxxxx
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Xxxxxxxxx X. Xxxxx Xxx X. Xxxxxxx
/s/ Xxxxxxx X. Xxxxxx /s/ Xxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx Xxx X. Xxxxxx
/s/ Xxxxxxx X. Orleans /s/ Xxxxxx X. Xxxxx
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Xxxxxxx X. Orleans Xxxxxx X. Xxxxx
/s/ Xxxxxx Xxxxx /s/ Xxxxxxxx X. Xxxxxx
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Xxxxxx Xxxxx Xxxxxxxx X. Xxxxxx
/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
