Exhibit 10.3
SWINGLINE NOTE
$35,000,000.00 November 20, 2003
FOR VALUE RECEIVED, the undersigned, PREIT ASSOCIATES, l.p. (the
"Borrower"), a Delaware limited partnership (the "Borrower") hereby
unconditionally promises to pay to the order of XXXXX FARGO BANK, NATIONAL
ASSOCIATION (the "Swingline Lender") to its address at 0000 X. Xxxx Xxxxx, Xxxxx
000, Xx Xxxxxxx, Xxxxxxxxxx 00000, or at such other address as may be specified
by the Swingline Lender to the Borrower, the principal sum of THIRTY FIVE
MILLION AND NO/100 DOLLARS ($35,000,000.00) (or such lesser amount as shall
equal the aggregate unpaid principal amount of Swingline Loans made by the
Swingline Lender to the Borrower under the Credit Agreement), on the dates and
in the principal amounts provided in the Credit Agreement, and to pay interest
on the unpaid principal amount owing hereunder, at the rates and on the dates
provided in 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 Swingline Note is the "Swingline Note" referred to in that Credit
Agreement dated as of November 20, 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.(c) thereof, the Agent and
the other parties thereto, 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 Swingline
Loans by the Swingline 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 Swingline Loans by the Borrower
subject to certain terms and conditions and (c) provides for the acceleration of
the Swingline 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.
IN WITNESS WHEREOF, the undersigned has executed and delivered this
Swingline Note under seal as of the date first written above.
PREIT ASSOCIATES, L.P.
By: Pennsylvania Real Estate Investment Trust,
its general partner
By: /s/ Xxxxx Xxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxx
Title: Executive Vice President
[SEAL]
