EXHIBIT 99
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment") dated as of
January 11, 2002, by and among PREIT ASSOCIATES, L.P. (the "Borrower"),
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST (the "Parent"), each of the Guarantors
party hereto, each of the financial institutions a party hereto as "Lenders",
and ▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION, as Agent (the "Agent").
WHEREAS, the Borrower, the Parent, the Lenders and the Agent have
entered into that certain Credit Agreement dated as of December 28, 2000 (as
amended and in effect immediately prior to the date hereof, the "Credit
Agreement"); and
WHEREAS, the Borrower, the Parent, the Lenders party hereto and the
Agent desire to amend certain provisions of the Credit Agreement on the terms
and conditions contained herein.
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. Specific Amendment to Credit Agreement. The parties hereto agree that
the Credit Agreement is amended as follows:
(a) The Credit Agreement is amended by deleting Section 9.9(c) in
its entirety and substituting in its place the following:
(c) Margin Stock. The Borrower and the Parent shall not, and
shall not permit any Subsidiary, to use any part of the proceeds of any
Loan or Letters of Credit to purchase or carry, or to reduce or retire
or refinance any credit incurred to purchase or carry, any margin stock
(within the meaning of Regulation U of the Board of Governors of the
Federal Reserve System) or to extend credit to others for the purpose
of purchasing or carrying any such margin stock; provided, however,
subject to the other terms and conditions of the Loan Documents, the
Borrower may use proceeds of Loans to repurchase outstanding shares of
the common stock of the Parent pursuant to a single customary share
purchase program of the Parent so long as the aggregate amount of such
proceeds does not exceed $20,000,000 during the term of this Agreement
and the aggregate number of shares repurchased with proceeds of Loans
does not exceed 1,500,000 shares (taking into account stock splits,
share dividends and other similar events effecting the number of shares
of stock held by a Person but not such Person's relative ownership
position). Notwithstanding any other provision of this Agreement or any
other Loan Document, no Loan shall be made and no Letter of Credit
shall be issued if the Agent determines that making of such Loan or
issuance of such Letter of Credit could reasonably be expected to
result in a violation of such Regulation U.
Section 2. Conditions Precedent. The effectiveness of this Amendment is subject
to receipt by the Agent of each of the following, each in form and substance
satisfactory to the Agent:
(a) counterparts of this Amendment duly executed by the Borrower,
the Parent and Lenders constituting the Requisite Lenders; and
(b) such other documents, instruments and agreements as the Agent
may reasonably request.
Section 3. Representations. The Parent and the Borrower each represents and
warrants to the Agent and the Lenders that:
(a) Authorization. The Parent and the Borrower each has the right
and power, and has taken all necessary action to authorize it,
to execute and deliver this Amendment and to perform its
obligations hereunder and under the Credit Agreement, as
amended by this Amendment, in accordance with their respective
terms. This Amendment has been duly executed and delivered by
the duly authorized officers of the Parent (on behalf of
itself and as general partner of the Borrower) and each of
this Amendment, and the Credit Agreement as amended by this
Amendment, is a legal, valid and binding obligation of each of
the Parent and the Borrower enforceable against each such
Person in accordance with its 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 herein or therein may be
limited by equitable principles generally.
(b) Compliance with Laws, etc. The execution and delivery of this
Amendment, and the performance of this Amendment, and the
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 Agent for the benefit of
the Lenders.
(c) No Default. No Default or Event of Default has occurred and is
continuing as of the date hereof nor will exist immediately
after giving effect to this Amendment.
Section 4. Reaffirmation of Representations. The Parent and the Borrower each
hereby repeats and reaffirms all representations and warranties made by such
Person to the Agent and the Lenders in the Credit Agreement and the other Loan
Documents to which it is a party on and as of the date hereof with the same
force and effect as if such representations and warranties were set forth in
this Amendment in full.
Section 5. Reaffirmation of Guaranty by Guarantors. Each Guarantor hereby
reaffirms its continuing obligations to the Agent and the Lenders under the
Guaranty and agrees that the transactions contemplated by this 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.
Section 6. 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.
Section 7. Expenses. The Borrower shall reimburse the Agent upon demand for all
reasonable costs and expenses (including reasonable attorneys' fees) incurred by
the 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 8. Benefits. This Amendment shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns.
Section 9. GOVERNING LAW. THIS AMENDMENT 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.
Section 10. 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, unless otherwise specifically stated herein.
Section 11. 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 12. Definitions. All capitalized terms not otherwise defined herein are
used herein with the respective definitions given them in the Credit Agreement.
[Signatures on Next Page]
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to Credit Agreement to be executed as of the date first above written.
BORROWER
PREIT ASSOCIATES, L.P.
By: Pennsylvania Real Estate Investment Trust,
its general partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Vice President
& General Counsel
PARENT
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: Trustee
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[Signatures Continued on Next Page]
[Signature Page to First Amendment to Credit Agreement dated as of January
11, 2002 with PREIT Associates, L.P.]
GUARANTORS
PR CHRISTIANA LLC
By: PREIT Associates, L.P., sole member PR NORTH
DARTMOUTH LLC
By: PREIT Associates, L.P., sole member PR 8000 NATIONAL
HIGHWAY, L.P.
By: PR 8000 National Highway LLC, sole
general partner
By: PREIT Associates, L.P., sole member
▇▇▇▇▇▇▇▇▇ ▇▇ ASSOCIATES, L.P.
By: PR Northeast LLC, sole general partner
By: PREIT Associates, L.P., sole member
PR FESTIVAL LIMITED PARTNERSHIP
By: PR Festival LLC, sole general partner
By: PREIT Associates, L.P., sole member
PR ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇.▇.
By: PR ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC, sole general partner
By: PREIT Associates, L.P., sole member
PR INTERSTATE CONTAINER LLC
By: PREIT Associates, L.P., sole member
PR NORTHEAST LIMITED PARTNERSHIP
By: PR Northeast LLC, sole general partner
By: PREIT Associates, L.P., sole member
By: Pennsylvania Real Estate Investment
Trust, sole general partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Vice President
& General Counsel
[Signatures Continued on Next Page]
[Signature Page to First Amendment to Credit Agreement dated as of January
11, 2002 with PREIT Associates, L.P.]
JACKSONVILLE ASSOCIATES
By: PR South ▇▇▇▇▇▇▇▇ LLC, general partner
By: PREIT Associates L.P., sole member
By: Pennsylvania Real Estate Investment Trust,
sole general partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Senior Vice President &
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General Counsel
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By: PREIT Associates L.P., general partner
By: Pennsylvania Real Estate Investment Trust,
sole general partner
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: Senior Vice President &
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General Counsel
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AGENT AND THE LENDERS
▇▇▇▇▇ FARGO BANK, NATIONAL ASSOCIATION,
individually and as Agent
By:
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Name:
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Title:
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U.S. BANK NATIONAL ASSOCIATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇
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Title: Vice President
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[Signatures Continued on Next Page]
[Signature Page to First Amendment to Credit Agreement dated as of January
11, 2002 with PREIT Associates, L.P.]
MANUFACTURERS & TRADERS TRUST COMPANY
By:
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Name:
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Title:
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FLEET NATIONAL BANK
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Title: Vice President
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FIRSTUST BANK
By:
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Name:
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Title:
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SOVEREIGN BANK
By:
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Name:
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Title:
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WILMINGTON TRUST COMPANY
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Vice President
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[Signatures Continued on Next Page]
[Signature Page to First Amendment to Credit Agreement dated as of January
11, 2002 with PREIT Associates, L.P.]
COMMERCE BANK, N.A.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Title: Senior Vice President
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