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Bank Officer
NOTE
Philadelphia, Pennsylvania
$75,000,000 August 29, 1996
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") (i) on or before the Termination Date (as defined in the
Revolving Credit and Term Loan Agreement of even date (the "Loan Agreement")
with respect to the Revolving Credit, the lesser of (x) Twenty Million Dollars
($20,000,000) or (y) the unpaid principal amount of all Advances made by the
Lender to the Borrower under the Revolving Credit and (ii) on or before the Term
Loan Maturity Date, applicable to a Term Loan, the aggregate unpaid principal
amount of such Term Loan made by Lender to Borrower pursuant to the Loan
Agreement, in lawful money of the United States of America and in immediately
available funds. Borrower shall also pay monthly installments of the principal
of each Term Loan when due pursuant to Section 2.1.3.2 of the Loan Agreement.
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 all Advances of the Revolving Credit and all Floating Rate
Term Loans 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 and all Floating Rate Term Loans
shall be selected by Borrower at the time a Notice of Borrowing is given
pursuant to Section 2.2.2 of the Loan Agreement or a Notice of Rate Election is
given pursuant to Section 2.2.3 of the Loan Agreement. If on any day an Advance
or Floating Rate Term Loan 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 or
Floating Rate Term Loan shall bear interest as if a Base Rate Loan.
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Borrower also promises to pay interest on the unpaid
principal amount of all Fixed Rate Term Loans, from the date that the interest
rate with respect to such Fixed Rate Term Loan became fixed to maturity (whether
by acceleration or otherwise) at the rate of interest with respect to each such
Fixed Rate Term Loan quoted by Lender in accordance with the provisions of the
Loan Agreement and selected by Borrower at the time a Notice of Borrowing is
given pursuant to Section 2.2.2 of the Loan Agreement or a notice of Rate
Election is given pursuant to Section 2.2.3 of the Loan Agreement with respect
to such Fixed Rate Term 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
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 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 (i) with respect to Revolving Credit Loans and Floating
Rate Term Loans, 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
and (ii) with respect to Fixed Rate Term Loans, at a rate which is two percent
(2%) per annum in excess of the rate of interest otherwise payable on such Fixed
Rate Term Loan.
This Note 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 the Advances and Term Loans
evidenced hereby are to be repaid.
All payments of principal and interest in respect of this
Note shall be made by Borrower without setoff or counterclaim in immediately
available funds and delivered to Lender 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 Lender after
that time shall be deemed to have been paid by the Borrower on the next
succeeding Business Day.
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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.
Borrower authorizes Lender to charge Borrower's accounts
with Lender (but only to the extent there are sufficient funds therein) in order
to cause timely payment to be made to Lender of all principal, interest and fees
hereunder as provided in Section 1.5 of the Loan Agreement.
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.
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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 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.
The terms of this Note may not be changed or amended orally
but only by an agreement in writing and signed by Lender and Borrower.
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 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
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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: /s/ Jeffrey A. Linn
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Jeffrey A. Linn, Senior Vice
President - Acquisitions
and Secretary
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