First Amendment to Credit Agreement dated as of August 11, 2020, by and among PREIT Associates, L.P., PREIT-RUBIN, Inc., Pennsylvania Real Estate Investment Trust, and the financial institutions party thereto and their assignees, dated as of September 30, 2020

Exhibit 10.3

Loan Number: 1019791

Execution Version

FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of September 30, 2020, by and among PREIT ASSOCIATES, L.P., a Delaware limited partnership (“PREIT”), PREIT-RUBIN, INC., a Pennsylvania corporation (“PREIT-RUBIN”), PENNSYLVANIA REAL ESTATE INVESTMENT TRUST, a Pennsylvania business trust (the “Parent”; together with PREIT and PREIT-RUBIN each individually, a “Borrower” and collectively, the “Borrower”), each of the Lenders (as defined below) and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Administrative Agent”).

WHEREAS, the Borrower, each of the financial institutions initially a signatory thereto together with their assignees pursuant to Section 11.6.(b) (the “Lenders”), and the Administrative Agent have entered into that certain Credit Agreement, dated as of August 11, 2020 (the “Existing Bridge Credit Agreement”); and

WHEREAS, the Borrower, the Lenders and the Administrative Agent desire to amend certain provisions of the Existing Bridge Credit Agreement to (i) extend the Term Loan Maturity Date to October 31, 2020, and (ii) to provide that the Commitments may be increased by up to $25,000,000, in each case subject to the terms and conditions contained herein (the Existing Bridge Credit Agreement, as amended pursuant to this Amendment and as hereafter further amended, restated, supplemented or otherwise modified from time to time, the “Bridge Credit Agreement”); and

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:

Section 1    Amendments to Bridge Credit Agreement. Upon the effectiveness of this Amendment, the parties hereto agree that the Existing Bridge Credit Agreement is amended as follows:

(a)    Section 1.1 of the Bridge Credit Agreement is amended by adding the following defined terms thereto in alphabetical order:

“First Amendment” means that certain First Amendment to Credit Agreement, dated as of September 30, 2020, among the Borrower, the Lenders and the Administrative Agent.

“First Amendment Effective Date” means September 30, 2020.

“Eighth Amendment to Existing Term Loan Agreement” means that certain Eighth Amendment to Seven-Year Term Loan Agreement, dated as of the First Amendment Effective Date, by and among PREIT, PREIT-RUBIN, the Parent, the financial institutions party thereto as “Lenders”, Wells Fargo, as Administrative Agent, and the other parties thereto.

“Third Amendment to Existing Revolving Credit Agreement” means that certain Third Amendment to Amended and Restated Credit Agreement, dated as of the First Amendment Effective Date, by and among PREIT, PREIT-RUBIN, the Parent, the financial institutions party thereto as “Lenders”, Wells Fargo, as Administrative Agent, and the other parties thereto.

Loan Number: 1019791

(b)     The following defined terms in Section 1.1 of the Bridge Credit Agreement are hereby amended and restated in their entirety to read as follows:

“Existing Term Loan Agreement” means that certain Seven-Year Term Loan Agreement, dated as of January 8, 2014 (as amended, amended and restated, supplemented or otherwise modified from time to time), by and among PREIT, PREIT-RUBIN, the Parent, the financial institutions party thereto as “Lenders”, Wells Fargo, as Administrative Agent, and the other parties thereto.

“Existing Revolving Credit Agreement” means that certain Amended and Restated Credit Agreement, dated as of May 24, 2018 (as amended, amended and restated, supplemented or otherwise modified from time to time), by and among PREIT, PREIT-RUBIN, the Parent, the financial institutions party thereto as “Lenders”, Wells Fargo, as Administrative Agent, and the other parties thereto.

“Term Loan Maturity Date” means the date that is the earlier of (a) October 31, 2020, or (b) the date the Obligations have been accelerated in accordance with the terms herein.

(c)    All references in the Bridge Credit Agreement to “the Existing Revolving Credit Agreement as of the date hereof after giving effect to the Second Amendment to Existing Revolving Credit Agreement” shall hereafter be references to “the Existing Revolving Credit Agreement as of the First Amendment Effective Date after giving effect to the Third Amendment to Existing Revolving Credit Agreement”.

(d)    Section 7.3(b) of the Bridge Credit Agreement is hereby deleted in its entirety and replaced with “[Reserved].”.

(e) Section 8.2 of the Bridge Credit Agreement is hereby deleted in its entirety and replaced with “[Reserved].”.

Section 2    Increase in Commitments. The Borrower shall have the right to request, on or after October 8, 2020, up to two increases in the aggregate amount of the Commitments by up to Twenty Five Million Dollars ($25,000,000). The Administrative Agent, in consultation with the Borrowers, shall manage all aspects of the syndication of such increases in the Commitments, which may only be provided by an existing Lender, and the allocations of the increases in the Commitments among such existing Lenders. No Lender shall be obligated in any way whatsoever to increase its Commitment. If any existing Lender is increasing its Commitment, such Lender shall on the date it increases its Commitment (and as a condition thereto) purchase from the other Lenders its Pro Rata Share (determined with respect to the Lenders’ relative Commitments and after giving effect to the increase of Commitments) of any outstanding principal of the Loans, by making available to the Administrative Agent for the account of such other Lenders, in same day funds, an amount equal to the sum of: (a) the portion of the outstanding principal amount of the Loan to be purchased by such Lender; plus (b) interest accrued and unpaid to and as of such date on such portion of the outstanding principal amount of the Loan. Effecting the increase of the Commitments under this Section is subject to the following conditions precedent (together with any other conditions precedent imposed by Administrative Agent and the Lenders in their sole and absolute discretion): (i) no Default or Event of Default shall be in existence on the effective date of such increase; (ii) the Administrative Agent shall have consented to the increase in the Commitments in its sole and absolute discretion; (iii) the representations and warranties made or deemed made by the Borrower and any other Loan Party in any Loan Document shall be true and correct in all material respects (except in the case of a representation or warranty qualified by

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Loan Number: 1019791

materiality, in which case such representation and warranty shall be true and correct in all respects) except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case, such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; (iv) the Administrative Agent shall have received each of the following, in form and substance satisfactory to the Administrative Agent: (A) such agreements, amendments, promissory notes, documents, certificates and instruments as the Administrative Agent shall reasonably require to evidence the increase in the Commitments; (B) an acknowledgement and ratification by each Guarantor of its obligations under the Guaranty and the Security Documents substantially in the form of Annex A attached hereto; (C) if reasonably requested by the Administrative Agent, an opinion of counsel to the Borrower and each Guarantor, and addressed to the Administrative Agent and the Lenders covering such matters as reasonably requested by the Administrative Agent; and (D) if available and reasonably requested by the Administrative Agent, endorsements to the title policies issued by the Title Company dating down the effective date of such title policies and increasing the aggregate insured amount of such title policies by the amount of such increase in the Commitments.

Section 3    Conditions Precedent. The effectiveness of this Amendment is subject to receipt by the Administrative Agent of each of the following, each in form and substance satisfactory to the Administrative Agent:

(a)    a counterpart of this Amendment duly executed by the Borrower and the Administrative Agent and each of the Lenders;

(b)    a Guarantor Acknowledgement substantially in the form of Annex A attached hereto, executed by each Guarantor;

(c)    payment by the Borrower to the Administrative Agent, for the ratable benefit of each Lender, an extension fee in an amount equal to 0.05% of the sum of (x) the aggregate amount of the Term Loan Commitments of all Lenders plus (y) the aggregate amount of all outstanding Term Loans;

(d)    if available and reasonably requested by the Administrative Agent, a modification endorsement to each title insurance policy insuring the continued enforceability of the Mortgages and first priority of the Liens created under the Mortgages free of any other Liens except for Permitted Liens;

(e)    each Lender shall have completed its internal flood compliance requirements;

(f)    copies certified by the Secretary or Assistant Secretary (or other individual performing similar functions) of the Borrower, each other Loan Party of all corporate, partnership, member or other necessary action taken by each such Loan Party to authorize the execution, delivery and performance of this Amendment and the other Loan Documents to which it is a party;

(g)    evidence that all other fees, expenses and reimbursement amounts due and payable to the Administrative Agent and any of the Lenders, including, without limitation, the fees and expenses of counsel to the Administrative Agent, have been paid;

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Loan Number: 1019791

(h)    with respect to each Mortgaged Property, duly executed and delivered modifications to each Mortgage, to the extent reasonably required by the Administrative Agent, in form and substance reasonably acceptable to the Administrative Agent, which shall have been submitted for recordation in the appropriate county recorder’s office, and all applicable fees and taxes (including any documentary stamp taxes and mortgage recording taxes) shall have been paid in connection therewith; and

(i)    each of the Eighth Amendment to Existing Term Loan Agreement and the Third Amendment to Existing Revolving Credit Agreement shall have become effective in accordance with the terms thereto.

Section 4    Representations. Each Borrower represents and warrants to the Administrative Agent and the Lenders that:

(a)    Authorization. Each Borrower has the right and power, and has taken all necessary action to authorize, execute and deliver this Amendment and the other Loan Documents to which such Borrower is a party and being executed and delivered in connection with this Amendment (together with this Amendment, collectively the “Amendment Documents”) and to perform its obligations under the Amendment Documents and under the Existing Bridge Credit Agreement, as amended by this Amendment, in accordance with their respective terms. Each Amendment Document has been duly executed and delivered by a duly authorized signatory of each Borrower or a general partner of such Borrower, as applicable and the Amendment Documents and the Existing Bridge Credit Agreement, as amended by this Amendment, are legal, valid and binding obligations of each Borrower and are enforceable against such Persons in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, fraudulent conveyance and other similar laws affecting the rights of creditors generally and the availability of equitable remedies for the enforcement of certain obligations (other than the payment of principal) contained in the Amendment Documents or in the Bridge Credit Agreement may be limited by equitable principles generally.

(b)    Compliance with Laws, etc. The execution and delivery by each Borrower of the Amendment Documents and the performance by each Borrower of the Amendment Documents and the Existing Bridge Credit Agreement, as amended by this Amendment, in accordance with their respective terms, do not and will not, by the passage of time, the giving of notice, or both: (i) require any Governmental Approval or violate any Applicable Law (including all Environmental Laws) relating to any Loan Party or any other Subsidiary; (ii) result in a breach of or constitute a default under the declaration of trust, certificate or articles of incorporation, bylaws, partnership agreement or other organizational documents of any Loan Party or any other Subsidiary, or any indenture, agreement or other instrument to which any Loan Party or any other Subsidiary is a party or by which it or any of its respective properties may be bound; or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by any Loan Party or any other Subsidiary other than in favor of the Administrative Agent for the benefit of the Lenders.

(c)    No Default. As of the date hereof, after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

Section 5    Reaffirmation of Representations. Each Borrower hereby certifies that as of the date hereof the representations and warranties made or deemed made by such Borrower to the Administrative Agent and the Lenders in the Existing Bridge Credit Agreement and the other Loan Documents to which the Parent or such Borrower is a party are true and correct in all material respects

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Loan Number: 1019791

(except in the case of a representation or warranty qualified by materiality, in which case such representation and warranty is true and correct in all respects) except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties were true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case, such representation or warranty was true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; provided, that the representation in Section 6.1(l) of the Existing Revolving Credit Agreement, incorporated by reference in the Bridge Credit Agreement, shall be deemed to be qualified by the information disclosed in writing to the Administrative Agent and in the Borrower’s reports filed or furnished with the Securities Exchange Commission, in each case, on or before the effective date of this Amendment.

Section 6    Release of Claims.

(a)    Each of the Borrower and the Parent hereby ratifies, reaffirms and acknowledges that the Loan Documents and this Amendment represent their valid, enforceable and collectible obligations, and that they have no existing claims, defenses (personal or otherwise) or rights of setoff with respect thereto. Each of the Borrower and the Parent hereby acknowledges and agrees that, through the date hereof, each of the Administrative Agent and the Lenders has acted in good faith and has conducted itself in a commercially reasonable manner in its relationships with the Borrower, the Parent and Guarantor in connection with the Loans. Each of the Borrower and the Parent hereby releases Administrative Agent, Lenders, and their respective parent corporations, subsidiaries and affiliates, any holder of or participant in a Loan, and each of their respective present and former officers, directors, shareholders, representatives, consultants, attorneys, employees and agents thereof, and their respective heirs, personal representatives, successors and assigns (collectively, the “Released Parties”), from any and all claims, liabilities, damages, actions and causes of action of every nature or character (collectively, the “Claims”), known or unknown, direct or indirect, at law or in equity, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the date hereof, relating to the Loans, the administration of the Loans, the Bridge Credit Agreement, any of the other Loan Documents or the modifications described in this Amendment.

(b)    In entering into this Amendment, each of the Borrower and the Parent has consulted with, and been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity hereof. The provisions of this Section 6 shall survive the termination of the Bridge Credit Agreement, the other Loan Documents, and the payment in full of the Obligations under the Bridge Credit Agreement.

Section 7    Certain References. Each reference to the Bridge Credit Agreement in any of the Loan Documents shall be deemed to be a reference to the Existing Bridge Credit Agreement as amended by this Amendment. This Amendment is a Loan Document.

Section 8    Expenses. The Borrower shall reimburse the Administrative Agent upon demand for all reasonable costs and expenses (including reasonable attorneys’ fees) incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment and the other agreements and documents executed and delivered in connection herewith.

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Loan Number: 1019791

Section 9    Benefits. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

Section 10    GOVERNING LAW. THIS AMENDMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON OR ARISING OUT OF THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 11    Effect. Except as expressly herein amended, the terms and conditions of the Existing Bridge Credit Agreement and the other Loan Documents remain in full force and effect. The amendments contained herein shall be deemed to have prospective application only from the date as of which this Amendment is dated. The Existing Bridge Credit Agreement, as amended hereby, is hereby ratified and confirmed in all respects. Nothing in this Amendment shall limit, impair or constitute a waiver of the rights, powers or remedies available to the Administrative Agent or the Lenders under the Bridge Credit Agreement or any other Loan Document.

Section 12    Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns.

Section 13    Definitions. All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Bridge Credit Agreement.

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Loan Number: 1019791

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Credit Agreement to be executed by their authorized officers all as of the day and year first above written.

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Loan Number: 1019791

[Signature Page to First Amendment to Credit Agreement

with PREIT Associates, L.P. et al.]

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Loan Number: 1019791

[Signature Page to First Amendment to Credit Agreement

with PREIT Associates, L.P. et al.]

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[Signature Page to First Amendment to Credit Agreement

with PREIT Associates, L.P. et al.]

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[Signature Page to First Amendment to Credit Agreement

with PREIT Associates, L.P. et al.]

Exhibit 10.3

Loan Number: 1019791

ANNEX A

FORM OF GUARANTOR ACKNOWLEDGEMENT

THIS GUARANTOR ACKNOWLEDGEMENT dated as of September 30, 2020 (this “Acknowledgement”) executed by each of the undersigned (the “Guarantors”) in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent (the “Administrative Agent”), and each “Lender” a party to the Credit Agreement referred to below (collectively, the “Lenders”).

WHEREAS, PREIT ASSOCIATES, L.P., a Delaware limited partnership (“PREIT”), PREIT-RUBIN, INC., a Pennsylvania corporation, PENNSYLVANIA REAL ESTATE INVESTMENT TRUST, a Pennsylvania business trust (the “Parent”; together with PREIT and PREIT-RUIBN each individually, a “Borrower” and collectively, the “Borrower”), the Lenders, the Administrative Agent and certain other parties have entered into that certain Credit Agreement dated as of August 11, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”);

WHEREAS, each of the Guarantors is a party to that certain Guaranty dated as of August 11, 2020 (as amended, restated, supplemented or otherwise modified from time to time, the “Guaranty”) pursuant to which they guarantied, among other things, the Borrower’s obligations under the Credit Agreement on the terms and conditions contained in the Guaranty;

WHEREAS, the Borrower, the Administrative Agent and the Lenders are to enter into an First Amendment to Credit Agreement, dated as of the date hereof (the “Amendment”), to amend the terms of the Credit Agreement on the terms and conditions contained therein; and

WHEREAS, it is a condition precedent to the effectiveness of the Amendment that the Guarantors execute and deliver this Acknowledgement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto agree as follows:

Section 1. Reaffirmation. Each Guarantor hereby reaffirms its continuing obligations to the Administrative Agent and the Lenders under the Guaranty and agrees that the transactions contemplated by the Amendment shall not in any way affect the validity and enforceability of the Guaranty, or reduce, impair or discharge the obligations of such Guarantor thereunder. Each Guarantor which is a party to any of the Security Documents hereby reaffirms its continuing obligations under such Security Documents and agrees that the transactions contemplated by the Amendment shall not in any way affect the validity and enforceability of any of the Security Documents, or reduce, impair or discharge the obligations of such Guarantor thereunder.

Section 2. Governing Law. THIS ACKNOWLEDGEMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON OR ARISING OUT OF THIS ACKNOWLEDGMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Annex A – Form of Guarantor Acknowledgement

Loan Number: 1019791

Section 3. Release of Claims.

(a)    Guarantor hereby ratifies, reaffirms and acknowledges that the Guaranty represents its valid, enforceable and collectible obligations, and that it has no existing claims, defenses (personal or otherwise) or rights of setoff with respect thereto. Guarantor hereby acknowledges and agrees that, through the date hereof, each of the Administrative Agent and the Lenders has acted in good faith and has conducted itself in a commercially reasonable manner in its relationships with the Borrower, the Parent and Guarantor in connection with the Loans. Guarantor hereby releases the Administrative Agent, Lenders, and their respective parent corporations, subsidiaries and affiliates, any holder of or participant in a Loan, and each of their respective present and former officers, directors, shareholders, representatives, consultants, attorneys, employees and agents thereof, and their respective heirs, personal representatives, successors and assigns (collectively, the “Released Parties”), from any and all claims, liabilities, damages, actions and causes of action of every nature or character (collectively, the “Claims”), known or unknown, direct or indirect, at law or in equity, for or because of any matter or things done, omitted or suffered to be done by any of the Released Parties prior to and including the date hereof, relating to the Loans, the Guaranty, the administration of the Loans, the Credit Agreement, any of the other Loan Documents or the modifications described in the Amendment.

(b)    In entering into this Acknowledgement, the Guarantor has consulted with, and been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the Released Parties and hereby agrees and acknowledges that the validity and effectiveness of the releases set forth above do not depend in any way on any such representations, acts and/or omissions or the accuracy, completeness or validity hereof. The provisions of this Section 3 shall survive the termination of the Credit Agreement, the other Loan Documents, and the payment in full of the Obligations under the Credit Agreement.

Section 4. Counterparts. This Acknowledgement may be executed in any number of counterparts, each of which shall be deemed to be an original and shall be binding upon all parties, their successors and assigns.

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Annex A – Form of Guarantor Acknowledgement

Loan Number: 1019791

IN WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guarantor Acknowledgement as of the date and year first written above.

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Annex A – Form of Guarantor Acknowledgement

Exhibit 10.3

Loan Number: 1019791

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Annex A – Form of Guarantor Acknowledgement

Loan Number: 1019791

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Annex A – Form of Guarantor Acknowledgement

Loan Number: 1019791

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Annex A – Form of Guarantor Acknowledgement

Loan Number: 1019791

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Annex A – Form of Guarantor Acknowledgement

Loan Number: 1019791

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Annex A – Form of Guarantor Acknowledgement

Loan Number: 1019791

Address for Notices for all Guarantors:

c/o PREIT Associates, L.P.

2005 Market Street

Suite 1000

Philadelphia, PA 19103

Attention: Andrew Ioannou

Telephone:     ###-###-####

Telecopy:     ###-###-####

Annex A – Form of Guarantor Acknowledgement