First Amendment to Second Lien Credit Agreement, dated as of February 8, 2021, by and among PREIT Associates, L.P., PREIT-RUBIN, Inc., Pennsylvania Real Estate Investment Trust, and the financial institutions party thereto and their assignees

Exhibit 10.1

Loan Number: 1019942

FIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENT

THIS FIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENT (this “Amendment”) dated as of February 8, 2021, 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”). Capitalized terms used and not defined herein shall have the meanings set forth in the Credit Agreement (defined below).

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 Second Lien Credit Agreement, dated as of December 10, 2020 (the “Credit Agreement”);

AND WHEREAS, pursuant to Section 12.25 of such Credit Agreement Borrower expressly reserved the right to seek a final determination from the Bankruptcy Court as to whether default interest under the Existing Term Loans and the Existing Revolver/Term Loans was due and payable prior to the Agreement Date (as such disputed amounts, the “Disputed Interest”);

AND WHEREAS, in order to resolve with finality all issues concerning the Disputed Interest, the Lenders have agreed to reduce the amount of the outstanding Loans under the Credit Agreement (and make a corresponding reduction in Term Loan Commitments) by the sum of (A) $5,275,111.11, such amount representing the amount of Disputed Interest that was included as part of the Loans on the Effective Date (the “Disputed Principal Amount”) and (B) $39,856.40, such amount representing the amount of interest paid in kind on the Disputed Principal Amount between the Effective Date and the date hereof (such amount, the “Disputed PIK Interest” and together with the Disputed Principal Amount, the “Total Reduction Amount”), and the Borrowers, the Administrative Agent and the Lenders have agreed to the provide the mutual releases related to the Disputed Interest set forth herein.

NOW, THEREFORE, to avoid the burden and expense of litigation and to resolve the claims relating to the Disputed Interest, and 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 Credit Agreement. Upon the effectiveness of this Amendment, the parties hereto agree that:

(a)    The principal amount of Loans outstanding under the Credit Agreement shall be revised by reducing (i) the initial principal amount of the Loans, retroactively as of December 10, 2020, by the Disputed Principal Amount to $535,246,882.70, and (ii) the amount of paid in kind interest paid on January 10, 2021 by the Disputed PIK Interest to $4,044,087.56;

Loan Number: 1019942

(b)    Schedule I of the Credit Agreement shall be amended and restated, retroactively as of December 10, 2020, in its entirety as set forth on Schedule I attached hereto;

(c)    without limiting the effect of, and without duplication of, clause (a) of this Section, all accrued and unpaid interest on the Total Reduction Amount shall be voided; and

(d)    all the Term Notes issued prior to the date of this Amendment by Borrower and payable to any Lender are hereby deemed to be amended, retroactive to December 10, 2020, to reduce the principal amount of such Lender’s Loans set forth therein to the corresponding amount set forth for such Lender on Schedule I attached hereto.

Section 2    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, the Administrative Agent and each of the Lenders; and

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

Section 3    Representations. Each Borrower represents and warrants to the Administrative Agent and the Lenders that, as of the date hereof, after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing under the Credit Agreement.

Section 4    Release of Claims.

(a)    Upon the effectiveness of the amendments set forth in Section 1 of this Amendment, each Borrower 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 “Lender 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 Lender Released Parties prior to and including the date hereof, relating solely to the Disputed Interest.

(b)    Upon the effectiveness of the amendments set forth in Section 1 of this Amendment, each of the Administrative Agent and each of the Lenders hereby releases the Borrower, Parent, and their respective subsidiaries and affiliates, 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 “PREIT Released Parties”), from

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Loan Number: 1019942

any and all of 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 PREIT Released Parties prior to and including the date hereof, relating solely to the Disputed Interest.

(c)    In entering into this Amendment, (i) 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 Lender 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 and (ii) each of the Administrative Agent and the Lenders has consulted with, and been represented by, legal counsel and expressly disclaims any reliance on any representations, acts or omissions by any of the PREIT 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 4 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 5    Certain References. Each reference to the Credit Agreement in any of the Loan Documents shall be deemed to be a reference to the Credit Agreement as amended by this Amendment. This Amendment is a Loan Document.

Section 6    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.

Section 7    Benefits. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.

Section 8    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 9    Effect. Except as expressly herein amended, the terms and conditions of the 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 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 Credit Agreement or any other Loan Document.

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Loan Number: 1019942

Section 10    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.

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Loan Number: 1019942

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

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[Signature Page to First Amendment to Second Lien Credit Agreement

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

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ANNEX A

FORM OF GUARANTOR ACKNOWLEDGEMENT

THIS GUARANTOR ACKNOWLEDGEMENT dated as of February 8, 2021 (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 Second Lien Credit Agreement dated as of December 10, 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 Second Lien 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 (except to the extent of the express reductions in the Obligations set forth in the Amendment), 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 (except to the extent of the express reductions in the Obligations set forth in the Amendment), 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.

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.

Annex A

Loan Number: 1019942

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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SCHEDULE I

Commitments

Term Loan Commitments

Schedule I