SWINGLINE NOTE
$20,000,000.00 December 29, 2000
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 ▇▇▇▇▇ FARGO BANK, NATIONAL
ASSOCIATION (the "Swingline Lender") to its address at ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇
▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other address as may be specified
by the Swingline Lender to the Borrower, the principal sum of TWENTY MILLION AND
NO/100 DOLLARS ($20,000,000.00) (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 December 28, 2000 (as amended, restated, supplemented or
otherwise modified from time to time, the "Credit Agreement"), by and among the
Borrower, Pennsylvania Real Estate Investment Trust, each Subsidiary Borrower a
party thereto, the financial institutions party thereto and their assignees
under Section 13.5 thereof and the Agent, 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.
[Remainder of Page Intentionally Left Blank]
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/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------------
Title: Senior VP
-------------------------------------
[SEAL]
-2-
