[FORM OF REVOLVING CREDIT AGREEMENT NOTE]
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Bank Officer
NOTE
Philadelphia, Pennsylvania
$________________ November __, 1994
FOR VALUE RECEIVED, PENNSYLVANIA REAL ESTATE INVESTMENT TRUST,
an unincorporated association in business trust form (the "Borrower") promises
to pay to the order of CORESTATES BANK, N.A.*, a national banking association
("Lender") on or before the Termination Date the lesser of (x) _____________
__________________________ Dollars ($______________) or (y) Lender's Pro Rata
Share of the unpaid principal amount of all Advances made by the Lenders to the
Borrower under the Revolving Credit Agreement dated the date hereof by and among
Borrower, Lender, Meridian Bank, Midlantic Bank, N.A. and PNC Bank, National
Association (the "Loan Agreement"), in lawful money of the United States of
America and in immediately available funds. All initially capitalized terms used
herein shall have the same meanings ascribed to them in the Loan Agreement
unless the context clearly requires to the contrary.
Borrower also promises to pay interest on the unpaid principal
amount of Lender's Pro Rata Share of all Advances from the Funding Date to
maturity (whether by acceleration or otherwise) with respect to Base Rate Loans,
at the Base Rate per annum, and with respect to Adjusted LIBOR Loans, at the sum
of the Adjusted LIBOR on the relevant Interest Rate Determination Date plus one
and eighty-five one-hundredths percent (1.85%) per annum. The applicable basis
for determining the rate of interest with respect to Advances shall be selected
by Borrower at the time a Notice of Borrowing is given pursuant to Section 2.2.2
of the Loan Agreement. If on any day an Advance is outstanding with respect to
which notice has not been delivered to Agent in accordance with the terms of the
Loan Agreement specifying the basis for determining the rate of interest, then
such Advance shall bear interest as if a Base Rate Loan.
Interest shall be payable on the Loans in arrears to the last
Business Day of each month, with the first payment to be made on the first
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*CoreStates Bank, N.A. also conducts business as Philadelphia National Bank, as
CoreStates First Pennsylvania Bank and as CoreStates Hamilton Bank.
Business Day of the month next following the Closing Date and continuing
thereafter on the first Business Day of each month and at maturity.
Any principal payments on the Loans not paid when due and, to
the extent permitted by applicable law, any interest payment on the Loans not
paid when due, and any other amount due to Agent or Lender under the Loan
Agreement or any other Loan Document not paid when due, in any case whether at
stated maturity, by notice of prepayment, by acceleration or otherwise, shall
thereafter bear interest payable upon demand at a rate which is two percent (2%)
per annum in excess of the applicable Interest Rate until the expiration of the
then applicable Interest Period and after the expiration of the then applicable
Interest Period, at a rate which is two percent (2%) in excess of the Base Rate.
This Note is one of the Notes referred to in the Loan
Agreement and is issued pursuant to and entitled to the benefits of the Loan
Agreement to which reference is hereby made for a more complete statement of the
terms and conditions pertaining to Lender's Pro Rata Share of the Advances
evidenced hereby and by the other Notes were made and are to be repaid. All
recoveries by Lender under this Note or otherwise are subject to the provisions
of Article 8 of the Loan Agreement.
All payments of principal and interest in respect of this Note
shall be made by Borrower without defense, setoff or counterclaim in immediately
available funds and delivered to Agent not later than 12:00 noon (Philadelphia
time) on the date due at Agent's offices located at Widener Building, 10th
Floor, 1339 Chestnut Street, FC 1-8-10-67, Philadelphia, Pennsylvania 19107 or
at such other place as shall be designated in writing for such purpose in
accordance with the terms of the Loan Agreement. Funds received by Agent after
that time shall be deemed to have been paid by the Borrower on the next
succeeding Business Day.
Whenever any payment on this Note shall be stated to be due on
a day which is not a Business Day, such payment shall be made on the next
succeeding Business Day and such extension of time shall be included in the
computation of the payment of interest on this Note; provided, however, that in
the event that the day on which payment of principal and interest on a Adjusted
LIBOR Loan is due is not a Business Day, then the due date thereof shall be the
last Business Day of such month.
Borrower authorizes Agent to charge Borrower's accounts with
Agent (but only to the extent there are sufficient funds therein) in order to
cause timely payment to be made to Agent of all principal, interest and fees
hereunder as provided in Section 1.5 of the Loan Agreement.
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Borrower may prepay all or any portion of the outstanding
principal balance hereof subject to the terms and conditions of the Loan
Agreement.
The liabilities and obligations of the Borrower hereunder
shall be unconditional without regard to the liability or obligations of any
other party and shall not be in any manner affected by any indulgence whatsoever
granted or consented to by Lender, including, but without being limited to, any
extension of time, renewal, waiver or other modification. Any failure of Lender
to exercise any right hereunder shall not be construed as a waiver of the right
to exercise the same or any other right at any time and from time to time
thereafter.
This Note shall be governed as to its validity, interpretation
and effect by the internal laws of the Commonwealth of Pennsylvania for
contracts made and to be performed in Pennsylvania. Borrower consents to the
jurisdiction of the courts of Philadelphia County, Pennsylvania, or at the
election of the holder hereof, the United States District Court for the Eastern
District of Pennsylvania, in any and all actions and proceedings by Lender, and
the Borrower hereby irrevocably agrees to service of process by registered mail,
return receipt requested, postage prepaid at the Borrower's address appearing on
Lender's records.
BORROWER HEREBY WAIVES, AND LENDER BY ITS ACCEPTANCE HEREOF
THEREBY WAIVES, TRIAL BY JURY IN ANY LEGAL PROCEEDING INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY
WAY ARISING OUT OF OR RELATED TO THIS NOTE OR THE RELATIONSHIP EVIDENCED HEREBY.
THIS PROVISION IS A MATERIAL INDUCEMENT FOR LENDER TO ENTER INTO, ACCEPT OR RELY
UPON THIS NOTE.
Borrower hereby waives presentment, demand for payment, notice
of dishonor or acceleration, protest or notice of protest and any and all
notices or demands in connection with the delivery, acceptance, performance,
default or enforcement of this Note.
Lender may assign a portion or portions of its rights and
obligations under this Note subject to the terms and conditions of the Loan
Agreement.
Upon the occurrence of an Event of Default, the unpaid balance
of the principal amount of this Note, together with all accrued but unpaid
interest thereon, and Lender's Pro Rata Share of all other Indebtedness may
become, or may be declared to be, due and payable in the manner, upon the
conditions and with the effect provided in the Loan Agreement.
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The terms of this Note may not be changed or amended orally
but only by an agreement in writing and signed by all Lenders, or by such number
of Lenders as all Lenders may determine from time to time.
Borrower promises to pay all costs and expenses, including
reasonable attorneys' fees, as provided in Section 1.6 of the Loan Agreement,
incurred in the collection and enforcement of this Note. Borrower and endorsers
of this Note hereby consent to renewals and extensions of time at or after the
maturity hereof, without notice, and hereby waive diligence, presentment,
protest, demand and notice of every kind and, to the full extent permitted by
law, the right to plead any statute of limitations as a defense to any demand
hereunder.
If any provision of this Note shall for any reason be held to
be invalid or unenforceable, such invalidity or unenforceability shall not
affect any other provision hereof, but this Note shall be construed as if such
invalid or unenforceable provision had never been contained herein.
The name and designation Pennsylvania Real Estate Investment
Trust is the designation of the Trustees from time to time under the Trust
Agreement amended and restated as of December 16, 1987 and recorded in the
Office for the Recording of Deeds in Norristown, Montgomery County,
Pennsylvania, in Deed Book 4864, page 1463, and all persons dealing with the
Pennsylvania Real Estate Investment Trust must look solely to the Trust property
for the enforcement of any claims against the Pennsylvania Real Estate
Investment Trust, as neither the Trustees, officers, agents or shareholders of
the Pennsylvania Real Estate Investment Trust assume any personal liability for
obligations entered into by the Pennsylvania Real Estate Investment Trust by
reason of their status as said Trustee, officer, agent or shareholder.
IN WITNESS WHEREOF, the Borrower has caused this Note to be
executed and delivered by its duly authorized officer, as of the day and year
and at the place first above written.
PENNSYLVANIA REAL ESTATE
INVESTMENT TRUST
By:____________________________
,Trustee
By:____________________________
,Trustee
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