Loan Number: 1019791
SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this Amendment) dated as of October 16, 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, as amended by the First Amendment to Credit Agreement dated as of September 30, 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) increase the Term Loan Commitments by $25,000,000, and (ii) permit the Borrower to draw the entire unfunded amount of the Commitments on the date hereof, 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 Amendment 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 Existing Bridge Credit Agreement is amended by adding the following defined terms thereto in alphabetical order:
Second Amendment means that certain Second Amendment to Credit Agreement, dated as of October 16, 2020, among the Borrower, the Lenders and the Administrative Agent.
Second Amendment Effective Date means October 16, 2020.
(b) Section 2.2(a)(iii) of the Existing Bridge Credit Agreement is hereby amended and restated in its entirety as follows:
(iii) On the Second Amendment Effective Date, each of the Lenders agrees to fund Term Loans in an amount equal to the entire unfunded portion of its Term Loan Commitment. The proceeds of such Term Loans will be disbursed directly into a blocked and restricted account established by the Borrower with the Administrative Agent, in the Borrowers name, under sole dominion and control of the Administrative Agent (such account, the Cash Collateral Account). The Administrative Agent shall disburse funds on deposit in the Cash Collateral Account in the same manner, and subject to the same terms and conditions, as disbursements of Term Loans, provided, however, that each such disbursement will be in an aggregate principal amount not to exceed (A) the sum of the aggregate Budgeted