Execution Copy
GUARANTY
THIS GUARANTY dated as of December 28, 2000 executed and delivered by
each of the undersigned and the other Persons from time to time party hereto
pursuant to the execution and delivery of an Accession Agreement in the form of
Annex I hereto (all of the undersigned, together with such other Persons each a
"Guarantor" and collectively, the "Guarantors") in favor of (a) Wells Fargo
Bank, National Association, in its capacity as Agent (the "Agent") for the
Lenders under that certain 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 PREIT Associates, L.P. (the "Borrower"),
Pennsylvania Real Estate Investment Trust (the "Parent"), each Subsidiary
Borrower a party thereto, the financial institutions party thereto and their
assignees under Section 13.5 thereof and the Agent and (b) the Lenders and the
Swingline Lender.
WHEREAS, pursuant to the Credit Agreement, the Agent, the Lenders and
the Swingline Lender have agreed to make available to the Borrower certain
financial accommodations on the terms and conditions set forth therein;
WHEREAS, the Parent is the sole general partner of the Borrower;
WHEREAS, each other Guarantor is a Subsidiary or Approved Joint Venture
of the Borrower or the Parent;
WHEREAS, the Borrower, each Guarantor and the other Loan Parties,
though separate legal entities, are mutually dependent on each other in the
conduct of their respective businesses as an integrated operation and have
determined it to be in their mutual best interests to obtain financing from the
Agent and the Lenders through their collective efforts;
WHEREAS, each Guarantor acknowledges that it will receive direct and
indirect benefits from the Agent and the Lenders making such financial
accommodations available to the Borrower under the Credit Agreement and,
accordingly, each such Guarantor is willing to guarantee certain of the
Borrower's obligations to the Agent and the Lenders on the terms and conditions
contained herein; and
WHEREAS, it is a condition precedent to the effectiveness of the Credit
Agreement and the extension of financial accommodations under the Credit
Agreement, that the Guarantors execute and deliver this Agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by each Guarantor, each Guarantor
agrees as follows:
Section 1. Guaranty. Each Guarantor hereby absolutely, irrevocably and
unconditionally guaranties the due and punctual payment and performance when
due, whether at stated maturity, by acceleration or otherwise, of all of the
following (collectively referred to as the "Guarantied Obligations"): (a) all
indebtedness and obligations owing by the Borrower to any Lender, the Swingline
Lender or the Agent under or in connection with the Credit Agreement and any
other Loan Document to which the Borrower is a party (other than any
indebtedness owing by the Borrower in connection with Construction Loans),
including without limitation, the repayment of all principal of the Loans (other
than the Construction Advances) and the payment of all interest, fees, charges,
reasonable attorneys fees and other amounts payable to any Lender, the Swingline
Lender or the Agent thereunder or in connection therewith (other than such
amounts with respect to Construction Loans); (b) any and all extensions,
renewals, modifications, amendments or substitutions of the foregoing; (c) all
expenses, including, without limitation, reasonable attorneys' fees and
disbursements, that are incurred by the Lenders, the Swingline Lender and the
Agent in the enforcement of any of the foregoing or any obligation of such
Guarantor hereunder and (d) except as limited in clauses (a) and (b) above, all
other Obligations.
Notwithstanding anything set forth herein to the contrary, the
Guaranteed Obligations of any Guarantor that (a) is a Subsidiary or Approved
Joint Venture, other than a Wholly Owned Subsidiary and (b) owns at least one
Borrowing Base Property but has not satisfied the condition set forth in Section
9.15(a)(ii) of the Credit Agreement, shall be limited to the Appraised Value of
all Properties of such Subsidiary or Approved Joint Venture subject to a
Security Deed.
Section 2. Guaranty of Payment and Not of Collection. This Guaranty is
a guaranty of payment, and not of collection, and a debt of each Guarantor for
its own account. Accordingly, the Lenders, the Swingline Lender and the Agent
shall not be obligated or required before enforcing this Guaranty against any
Guarantor: (a) to pursue any right or remedy the Lenders, the Swingline Lender
or the Agent may have against any Loan Party or any other Person or commence any
suit or other proceeding against any Loan Party or any other Person in any court
or other tribunal; (b) to make any claim in a liquidation or bankruptcy of any
Loan Party or any other Person; or (c) to make demand of any Loan Party or any
other Person or to enforce or seek to enforce or realize upon any collateral
security held by the Lenders, the Swingline Lender or the Agent which may secure
any of the Guarantied Obligations.
Section 3. Guaranty Absolute. Each Guarantor guarantees that the
Guarantied Obligations will be paid strictly in accordance with the terms of the
documents evidencing the same, regardless of any Applicable Law now or hereafter
in effect in any jurisdiction affecting any of such terms or the rights of the
Agent, the Lenders or the Swingline Lender with respect thereto. The liability
of each Guarantor under this Guaranty shall be absolute and unconditional in
accordance with its terms and shall remain in full force and effect without
regard to, and shall not be released, suspended, discharged, terminated or
otherwise affected by, any circumstance or occurrence whatsoever, including
without limitation, the following (whether or not such Guarantor consents
thereto or has notice thereof):
(a)(i) any change in the amount, interest rate or due date or other
term of any of the Guarantied Obligations, (ii) any change in the time, place or
manner of payment of all or any portion of the Guarantied Obligations, (iii) any
amendment or waiver of, or consent to the departure from or other indulgence
with respect to, the Credit Agreement, any other Loan Document, or any other
document or instrument evidencing or relating to any Guarantied Obligations, or
(iv) any waiver, renewal, extension, addition, or supplement to, or deletion
from, or any other action or inaction under or in respect of, the Credit
Agreement, any of the other Loan Documents, or any other documents, instruments
or agreements relating to the Guarantied Obligations or any other instrument or
agreement referred to therein or evidencing any Guarantied Obligations or any
assignment or transfer of any of the foregoing;
(b) any lack of validity or enforceability of the Credit Agreement, any
of the other Loan Documents, or any other document, instrument or agreement
referred to therein or evidencing any Guarantied Obligations or any assignment
or transfer of any of the foregoing;
(c) any furnishing to the Agent, the Lenders or the Swingline Lender of
any security for the Guarantied Obligations, or any sale, exchange, release or
surrender of, or realization on, any collateral securing any of the Obligations;
(d) any settlement or compromise of any of the Guarantied Obligations,
any security therefor, or any liability of any other party with respect to the
Guarantied Obligations, or any subordination of the payment of the Guarantied
Obligations to the payment of any other liability of any Loan Party;
(e) any bankruptcy, insolvency, reorganization, composition,
adjustment, dissolution, liquidation or other like proceeding relating to such
Loan Party or any other Person, or any action taken with respect to this
Guaranty by any trustee or receiver, or by any court, in any such proceeding;
(f) any invalidity or nonperfection of any security interest or lien
on, or any other impairment of, any collateral securing any of the Guaranteed
Obligations or any failure of the Agent or any other Guaranteed Party to
preserve any such collateral security or any other impairment of any such
collateral;
(g) any act or failure to act by any Loan Party or any other Person
which may adversely affect such Guarantor's subrogation rights, if any, against
such Loan Party to recover payments made under this Guaranty;
(h) any application of sums paid by any Loan Party or any other Person
with respect to the liabilities of the Borrower to the Agent, the Lenders or the
Swingline Lender, regardless of what liabilities of the Borrower remain unpaid;
(i) any defect, limitation or insufficiency in the borrowing powers of
the Borrower or in the exercise thereof; or
(j) any other circumstance which might otherwise constitute a defense
available to, or a discharge of, such Guarantor hereunder (other than
termination of this Guaranty as provided in Section 20. hereof).
Section 4. Action with Respect to Guarantied Obligations. The Lenders,
the Swingline Lender and the Agent may, at any time and from time to time,
without the consent of, or notice to, any Guarantor, and without discharging any
Guarantor from its obligations hereunder take any and all actions described in
Section 3. and may otherwise: (a) amend, modify, alter or supplement the terms
of any of the Guarantied Obligations, including, but not limited to, extending
or shortening the time of payment of any of the Guarantied Obligations or
changing the interest rate that may accrue on any of the Guarantied Obligations;
(b) amend, modify, alter or supplement the Credit Agreement or any other Loan
Document; (c) sell, exchange, release or otherwise deal with all, or any part,
of any collateral securing any of the Obligations; (d) release any Loan Party or
other Person liable in any manner for the payment or collection of the
Guarantied Obligations; (e) exercise, or refrain from exercising, any rights
against any Loan Party or any other Person; and (f) apply any sum, by whomsoever
paid or however realized, to the Guarantied Obligations in such order as the
Lenders or the Swingline Lender shall elect.
Section 5. Representations and Warranties. Each Guarantor hereby makes
to the Agent, the Lenders and the Swingline Lender all of the representations
and warranties made by the Borrower with respect to or in any way relating to
such Guarantor in the Credit Agreement and the other Loan Documents, as if the
same were set forth herein in full.
Section 6. Covenants. Each Guarantor will comply with all covenants
which the Borrower is to cause such Guarantor to comply with under the terms of
the Credit Agreement or any of the other Loan Documents.
Section 7. Waiver. Each Guarantor, to the fullest extent permitted by
Applicable Law, hereby waives notice of acceptance hereof or any presentment,
demand, protest or notice of any kind, and any other act or thing, or omission
or delay to do any other act or thing, which in any manner or to any extent
might vary the risk of such Guarantor or which otherwise might operate to
discharge such Guarantor from its obligations hereunder.
Section 8. Inability to Accelerate Loan. If the Agent, the Lenders
and/or the Swingline Lender are prevented under Applicable Law or otherwise from
demanding or accelerating payment of any of the Guarantied Obligations by reason
of any automatic stay or otherwise, the Agent, the Lenders and/or the Swingline
Lender shall be entitled to receive from each Guarantor, upon demand therefor,
the sums which otherwise would have been due had such demand or acceleration
occurred.
Section 9. Reinstatement of Guarantied Obligations. If claim is ever
made on the Agent, any Lender or the Swingline Lender for repayment or recovery
of any amount or amounts received in payment or on account of any of the
Guarantied Obligations, and the Agent, such Lender or the Swingline Lender
repays all or part of said amount by reason of (a) any judgment, decree or order
of any court or administrative body of competent jurisdiction, or (b) any
settlement or compromise of any such claim effected by the Agent, such Lender or
the Swingline Lender with any such claimant (including the Borrower or a trustee
in bankruptcy for the Borrower), then and in such event each Guarantor agrees
that any such judgment, decree, order, settlement or compromise shall be binding
on it, notwithstanding any revocation hereof or the cancellation of the Credit
Agreement, any of the other Loan Documents, or any other instrument evidencing
any liability of the Borrower, and such Guarantor shall be and remain liable to
the Agent, such Lender or the Swingline Lender for the amounts so repaid or
recovered to the same extent as if such amount had never originally been paid to
the Agent, such Lender or the Swingline Lender.
Section 10. Subrogation. Each Guarantor hereby forever waives
to the fullest extent possible any and all claims such Guarantor may have
against the Borrower arising out of any payment by such Guarantor to the Agent,
Lenders and Swingline Lender of any of the obligations pursuant to this
Guaranty, including, but not limited to, all such claims of such Guarantor
arising out of any right of subrogation, indemnity, reimbursement, contribution,
exoneration, payment or any other claim, cause of action, right or remedy
against the Borrower, whether such claim arises at law, in equity, or out of any
written or oral agreement between or among such Guarantor, the Borrower or
otherwise. The waivers set forth above are intended by each Guarantor, the
Agent, the Lenders and the Swingline Lender to be for the benefit of the
Borrower, and such waivers shall be enforceable by the Borrower, or any of their
successors or assigns, as an absolute defense to any action by such Guarantor
against the Borrower or the assets of the Borrower, which action arises out of
any payment by the Borrower to the Agent, Lenders or Swingline Lender upon any
of these obligations. The waivers set forth herein may not be revoked by any
Guarantor without the prior written consent of the Agent and the Borrower.
Section 11. Payments Free and Clear. Except as otherwise permitted
under Section 3.11 of the Credit Agreement, all sums payable by each Guarantor
hereunder, whether of principal, interest, fees, expenses, premiums or
otherwise, shall be paid in full, without set-off or counterclaim or any
deduction or withholding whatsoever (including any Taxes), and if such Guarantor
is required by Applicable Law or by any Governmental Authority to make any such
deduction or withholding, such Guarantor shall pay to the Agent, the Lenders and
the Swingline Lender such additional amount as will result in the receipt by the
Agent, the Lenders and the Swingline Lender of the full amount payable hereunder
had such deduction or withholding not occurred or been required.
Section 12. Set-off. In addition to any rights now or hereafter granted
under any of the other Loan Documents or Applicable Law and not by way of
limitation of any such rights, each Guarantor hereby authorizes the Agent, at
any time or from time to time, during the continuance of an Event of Default
without any prior notice to such Guarantor or to any other Person, any such
notice being hereby expressly waived, to set-off and to appropriate and to apply
any and all deposits (general or special, including, but not limited to,
indebtedness evidenced by certificates of deposit, whether matured or unmatured)
and any other indebtedness at any time held or owing by the Agent, or any
affiliate of the Agent, to or for the credit or the account of such Guarantor
against and on account of any of the Guarantied Obligations, although such
obligations shall be contingent or unmatured. Each Guarantor agrees, to the
fullest extent permitted by Applicable Law, that any Participant may exercise
rights of setoff or counterclaim and other rights with respect to its
participation as fully as if such Participant were a direct creditor of such
Guarantor in the amount of such participation.
Section 13. Subordination. Each Guarantor hereby expressly covenants
and agrees for the benefit of the Agent, the Lenders and the Swingline Lender
that all obligations and liabilities of the Borrower to such Guarantor of
whatever description, including without limitation, all intercompany receivables
of such Guarantor from the Borrower (collectively, the "Junior Claims") shall be
subordinate and junior in right of payment to all Guarantied Obligations. If an
Event of Default shall have occurred and be continuing, then no Guarantor shall
accept any direct or indirect payment (in cash, property, securities by setoff
or otherwise) from the Borrower on account of or in any manner in respect of any
Junior Claim until all of the Guarantied Obligations have been indefeasibly paid
in full.
Section 14. Avoidance Provisions. It is the intent of each Guarantor,
the Agent, the Lenders and the Swingline Lender that in any Proceeding, such
Guarantor's maximum obligation hereunder shall equal, but not exceed, the
maximum amount which would not otherwise cause the obligations of such Guarantor
hereunder (or any other obligations of such Guarantor to the Agent, the Lenders
and the Swingline Lender) to be avoidable or unenforceable against such
Guarantor in such Proceeding as a result of Applicable Law, including without
limitation, (a) Section 548 of the Bankruptcy Code of 1978, as amended (the
"Bankruptcy Code") and (b) any state fraudulent transfer or fraudulent
conveyance act or statute applied in such Proceeding, whether by virtue of
Section 544 of the Bankruptcy Code or otherwise. The Applicable Laws under which
the possible avoidance or unenforceability of the obligations of such Guarantor
hereunder (or any other obligations of such Guarantor to the Agent, the Lenders
and the Swingline Lender) shall be determined in any such Proceeding are
referred to as the "Avoidance Provisions". Accordingly, to the extent that the
obligations of any Guarantor hereunder would otherwise be subject to avoidance
under the Avoidance Provisions, the maximum Guarantied Obligations for which
such Guarantor shall be liable hereunder shall be reduced to that amount which,
as of the time any of the Guarantied Obligations are deemed to have been
incurred under the Avoidance Provisions, would not cause the obligations of any
Guarantor hereunder (or any other obligations of such Guarantor to the Agent,
the Lenders and the Swingline Lender), to be subject to avoidance under the
Avoidance Provisions. This Section is intended solely to preserve the rights of
the Agent, the Lenders and the Swingline Lender hereunder to the maximum extent
that would not cause the obligations of any Guarantor hereunder to be subject to
avoidance under the Avoidance Provisions, and no Guarantor or any other Person
shall have any right or claim under this Section as against the Agent, the
Lenders and the Swingline Lender that would not otherwise be available to such
Person under the Avoidance Provisions.
Section 15. Information. Each Guarantor assumes all responsibility for
being and keeping itself informed of the financial condition of the Loan
Parties, and of all other circumstances bearing upon the risk of nonpayment of
any of the Guarantied Obligations and the nature, scope and extent of the risks
that such Guarantor assumes and incurs hereunder, and agrees that none of the
Agent, any Lender or the Swingline Lender shall have any duty whatsoever to
advise any Guarantor of information regarding such circumstances or risks.
Section 16. Governing Law. THIS GUARANTY 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 17. LITIGATION; JURISDICTION; OTHER MATTERS; WAIVERS.
(a) EACH PARTY HERETO ACKNOWLEDGES THAT ANY DISPUTE OR CONTROVERSY
BETWEEN OR AMONG ANY GUARANTOR, THE AGENT, THE SWINGLINE LENDER OR ANY OF THE
LENDERS WOULD BE BASED ON DIFFICULT AND COMPLEX ISSUES OF LAW AND FACT AND WOULD
RESULT IN DELAY AND EXPENSE TO THE PARTIES. ACCORDINGLY, TO THE EXTENT PERMITTED
BY APPLICABLE LAW, EACH OF THE LENDERS, THE SWINGLINE LENDER, THE AGENT AND EACH
GUARANTOR HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING
OF ANY KIND OR NATURE IN ANY COURT OR TRIBUNAL IN WHICH AN ACTION MAY BE
COMMENCED BY OR AGAINST ANY PARTY HERETO ARISING OUT OF THIS GUARANTY OR ANY
OTHER LOAN DOCUMENT OR IN CONNECTION WITH ANY COLLATERAL OR ANY LIEN OR BY
REASON OF ANY OTHER SUIT, CAUSE OF ACTION OR DISPUTE WHATSOEVER BETWEEN OR AMONG
ANY GUARANTOR, THE AGENT, THE SWINGLINE LENDER OR ANY OF THE LENDERS OF ANY KIND
OR NATURE.
(b) EACH GUARANTOR, THE AGENT, THE SWINGLINE LENDER AND EACH LENDER
HEREBY AGREES THAT THE FEDERAL DISTRICT COURT OF THE EASTERN DISTRICT OF
PENNSYLVANIA OR, AT THE OPTION OF THE AGENT, ANY STATE COURT LOCATED IN
PHILADELPHIA COUNTY, PENNSYLVANIA, SHALL HAVE JURISDICTION TO HEAR AND DETERMINE
ANY CLAIMS OR DISPUTES BETWEEN OR AMONG ANY GUARANTOR, THE AGENT, THE SWINGLINE
LENDER OR ANY OF THE LENDERS, PERTAINING DIRECTLY OR INDIRECTLY TO THIS
GUARANTY, OR ANY OTHER LOAN DOCUMENT OR TO ANY MATTER ARISING HEREFROM OR
THEREFROM OR THE COLLATERAL. EACH GUARANTOR AND EACH OF THE LENDERS EXPRESSLY
SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR PROCEEDING
COMMENCED IN SUCH COURTS.
(c) EACH PARTY FURTHER WAIVES ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT
OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT FORUM AND EACH
AGREES NOT TO PLEAD OR CLAIM THE SAME.
(d) THE CHOICE OF FORUM SET FORTH IN THIS SECTION SHALL NOT BE DEEMED
TO PRECLUDE THE BRINGING OF ANY ACTION BY THE AGENT OR ANY LENDER OR THE
ENFORCEMENT BY THE AGENT OR ANY LENDER OF ANY JUDGMENT OBTAINED IN SUCH FORUM IN
ANY OTHER APPROPRIATE JURISDICTION.
(e) THE FOREGOING WAIVERS HAVE BEEN MADE WITH THE ADVICE OF COUNSEL AND
WITH A FULL UNDERSTANDING OF THE LEGAL CONSEQUENCES THEREOF, AND SHALL SURVIVE
THE PAYMENT OF THE LOANS AND ALL OTHER OBLIGATIONS AND THE TERMINATION OF THIS
AGREEMENT.
Section 18. Loan Accounts. The Agent, each Lender and the Swingline
Lender may maintain books and accounts setting forth the amounts of principal,
interest and other sums paid and payable with respect to the Guarantied
Obligations, and in the case of any dispute relating to any of the Guarantied
Obligations or otherwise, the entries in such books and accounts shall
constitute prima facie evidence of the outstanding amount of such Guarantied
Obligations and the amounts paid and payable with respect thereto absent
manifest error. The failure of the Agent, any Lender or the Swingline Lender to
maintain such books and accounts shall not in any way relieve or discharge any
Guarantor of any of its obligations hereunder.
Section 19. Waiver of Remedies. No delay or failure on the part of the
Agent, any Lender or the Swingline Lender in the exercise of any right or remedy
it may have against any Guarantor hereunder or otherwise shall operate as a
waiver thereof, and no single or partial exercise by the Agent, any Lender or
the Swingline Lender of any such right or remedy shall preclude other or further
exercise thereof or the exercise of any other such right or remedy.
Section 20. Termination. This Guaranty shall remain in full force and
effect until the earlier of (a) indefeasible payment in full of the Obligations
and the termination or cancellation of the Credit Agreement and (b) the release
by the Agent of each Guarantor herefrom pursuant to Section 4.1(g) of the Credit
Agreement.
Section 21. Successors and Assigns. Each reference herein to the Agent,
the Lenders or the Swingline Lender shall be deemed to include such Person's
respective successors and assigns (including, but not limited to, any holder of
the Guarantied Obligations) in whose favor the provisions of this Guaranty also
shall inure, and each reference herein to each Guarantor shall be deemed to
include such Guarantor's successors and assigns, upon whom this Guaranty also
shall be binding. The Lenders and the Swingline Lender may, in accordance with
the applicable provisions of the Credit Agreement, assign, transfer or sell any
Guarantied Obligations, or grant or sell participation in any Guarantied
Obligations, to any Person without the consent of, or notice to, any Guarantor
and without releasing, discharging or modifying any Guarantor's obligations
hereunder. Each Guarantor hereby consents to the delivery by the Agent, any
Lender or the Swingline Lender to any Assignee or Participant (or any
prospective Assignee or Participant) of any financial or other information
regarding any Loan Party. No Guarantor may assign or transfer its obligations
hereunder to any Person.
Section 22. JOINT AND SEVERAL OBLIGATIONS. THE OBLIGATIONS OF THE
GUARANTORS HEREUNDER SHALL BE JOINT AND SEVERAL, AND ACCORDINGLY, EACH GUARANTOR
CONFIRMS THAT IT IS LIABLE FOR THE FULL AMOUNT OF THE "GUARANTIED OBLIGATIONS"
AND ALL OF THE OBLIGATIONS AND LIABILITIES OF EACH OF THE OTHER GUARANTORS
HEREUNDER.
Section 23. Amendments. This Guaranty may not be amended except in
writing signed by the Agent and each Guarantor.
Section 24. Payments. All payments to be made by any Guarantor pursuant
to this Guaranty shall be made in Dollars, in immediately available funds to the
Agent at its Lending Office, not later than 11:00 a.m., on the date one Business
Day after demand therefor.
Section 25. Notices. All notices, requests and other communications
hereunder shall be in writing (including facsimile transmission or similar
writing) and shall be given (a) to each Guarantor at its address set forth below
its signature hereto, (b) to the Agent, any Lender or the Swingline Lender at
its address for notices provided for in the Credit Agreement, or (c) as to each
such party at such other address as such party shall designate in a written
notice to the other parties. Each such notice, request or other communication
shall be effective (i) if mailed, when received; (ii) if telecopied, when
transmitted; or (iii) if hand delivered, when delivered; provided, however, that
any notice of a change of address for notices shall not be effective until
received.
Section 26. Severability. In case any provision of this Guaranty shall
be invalid, illegal or unenforceable in any jurisdiction, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.
Section 27. Headings. Section headings used in this Guaranty are for
convenience only and shall not affect the construction of this Guaranty.
Section 28. Definitions. (a) For the purposes of this Guaranty:
"Proceeding" means any of the following: (i) a voluntary or involuntary
case concerning any Guarantor shall be commenced under the Bankruptcy Code of
1978, as amended; (ii) a custodian (as defined in such Bankruptcy Code or any
other applicable bankruptcy laws) is appointed for, or takes charge of, all or
any substantial part of the property of any Guarantor; (iii) any other
proceeding under any Applicable Law, domestic or foreign, relating to
bankruptcy, insolvency, reorganization, winding-up or composition for adjustment
of debts, whether now or hereafter in effect, is commenced relating to any
Guarantor; (iv) any Guarantor is adjudicated insolvent or bankrupt; (v) any
order of relief or other order approving any such case or proceeding is entered
by a court of competent jurisdiction; (vi) any Guarantor makes a general
assignment for the benefit of creditors; (vii) any Guarantor shall fail to pay,
or shall state that it is unable to pay, or shall be unable to pay, its debts
generally as they become due; (viii) any Guarantor shall call a meeting of its
creditors with a view to arranging a composition or adjustment of its debts;
(ix) any Guarantor shall by any act or failure to act indicate its consent to,
approval of or acquiescence in any of the foregoing; or (x) any corporate action
shall be taken by any Guarantor for the purpose of effecting any of the
foregoing.
(b) Terms not otherwise defined herein are used herein with the
respective meanings given them in the Credit Agreement.
[Signatures on Next Page]
IN WITNESS WHEREOF, each Guarantor has duly executed and
delivered this Guaranty as of the date and year first written above.
PENNSYLVANIA REAL ESTATE INVESTMENT
TRUST
By: /s/ Jeffrey A. Linn
-------------------------------------------------------
Name: J.A. Linn
-------------------------------------------------
Title: Senior Vice President
------------------------------------------------
PR CHRISTIANA LLC, a Delaware limited liability
company
By: PREIT Associates, L.P., a Pennsylvania
limited partnership, sole member
By: Pennsylvania Real Estate Investment Trust,
a Pennsylvania business trust, sole general
partner
By: /s/ J.A. Linn
------------------------------------------
Name: Jeffrey A. Linn
--------------------------------------
Title: Senior Vice President
-------------------------------------
[Signature Page to Guaranty dated as of December 28, 2000]
JACKSONVILLE ASSOCIATES, a Florida general
partnership
By: PR South Blanding LLC, a Delaware limited
liability company, general partner
By: PREIT Associates, L.P., a Delaware limited
partnership, its sole member
By: Pennsylvania Real Estate Investment
Trust, a Pennsylvania business trust, sole
general partner
By: /s/ J.A. Linn
-------------------------------------
Name: Jeffrey A. Linn
-------------------------------------
Title: Senior Vice President
------------------------------------
By: PREIT Associates, L.P., a Delaware limited
partnership, general partner
By: Pennsylvania Real Estate Investment
Trust, a Pennsylvania business trust, sole
general partner
By: /s/ J.A. Linn
-------------------------------------------
Name: Jeffrey A. Linn
-----------------------------------------
Title: Senior Vice President
----------------------------------------
PR NORTH DARTMOUTH LLC, a Delaware limited
liability company
By: PREIT Associates, L.P., a Delaware limited
partnership, its sole member
By: Pennsylvania Real Estate Investment
Trust, a Pennsylvania business trust, sole
general partner
By: /s/ J.A. Linn
-------------------------------------------
Name: Jeffrey A. Linn
-----------------------------------------
Title: Senior Vice President
----------------------------------------
[Signature Page to Guaranty dated as of December 28, 2000]
PR 8000 NATIONAL HIGHWAY, L.P., a Pennsylvania
limited partnership
By: PR 8000 National Highway LLC, a Delaware
limited liability company, sole general partner
By: PREIT Associates, L.P., a Delaware limited
partnership, its sole member
By: Pennsylvania Real Estate Investment
Trust, a Pennsylvania business trust, sole
general partner
By: /s/ J.A. Linn
---------------------------------------
Name: Jeffrey A. Linn
-------------------------------------
Title: Senior Vice President
------------------------------------
ROOSEVELT II ASSOCIATES, L.P., a Pennsylvania
limited partnership
By: PR Northeast LLC, a Pennsylvania limited
liability company, sole general partner
By: PREIT Associates, L.P., a Delaware limited
partnership, its sole member
By: Pennsylvania Real Estate Investment
Trust, a Pennsylvania business trust, sole
general partner
By: /s/ J.A. Linn
---------------------------------------
Name: Jeffrey A. Linn
-------------------------------------
Title: Senior Vice President
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[Signature Page to Guaranty dated as of December 28, 2000]
PR FESTIVAL LIMITED PARTNERSHIP, a
Pennsylvania limited partnership
By: PR Festival LLC, a Pennsylvania limited
liability company, sole general partner
By: PREIT Associates, L.P., a Delaware limited
partnership, its sole member
By: Pennsylvania Real Estate Investment
Trust, a Pennsylvania business trust, sole
general partner
By: /s/ J.A. Linn
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Name: Jeffrey A. Linn
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Title: Senior Vice President
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PR 8000 AIRPORT HIGHWAY, L.P., a
Pennsylvania limited partnership
By: PR 8000 Airport Highway LLC, a Delaware
limited liability company, sole general partner
By: PREIT Associates, L.P., a Delaware limited
partnership, its sole member
By: Pennsylvania Real Estate Investment
Trust, a Pennsylvania business trust, sole
general partner
By: /s/ J.A. Linn
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Name: Jeffrey A. Linn
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Title: Senior Vice President
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[Signature Page to Guaranty dated as of December 28, 2000]
PR INTERSTATE CONTAINER LLC, a Delaware
limited liability company
By: PREIT Associates, L.P., a Delaware limited
partnership, its sole member
By: Pennsylvania Real Estate Investment
Trust, a Pennsylvania business trust, sole
general partner
By: /s/ J.A. Linn
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Name: Jeffrey A. Linn
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Title: Senior Vice President
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PR NORTHEAST LIMITED PARTNERSHIP, a
Pennsylvania limited partnership
By: PR Northeast LLC, a Pennsylvania limited
liability company, sole general partner
By: PREIT Associates, L.P., a Delaware limited
partnership, its sole member
By: Pennsylvania Real Estate Investment
Trust, a Pennsylvania business trust, sole
general partner
By: /s/ J.A. Linn
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Name: Jeffrey A. Linn
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Title: Senior Vice President
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Address for Notices for all Guarantors:
c/o PREIT Associates, L.P.
200 South Broad Street
Philadelphia, PA 19102
Attention: Edward Glickman
Telephone: (215) 875-0700
Telecopy: (215) 546-7311