REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made
and entered into as of this 30th day of September, 1997, among Pennsylvania Real
Estate Investment Trust, a Pennsylvania business trust (the "Trust"), and the
persons listed on Schedule A hereto (collectively, the "Beneficial Owners", and
each, a "Beneficial Owner").
Background
Pursuant to the TRO Contribution Agreement dated as of July
30, 1997 (the "TRO Contribution Agreement") among the Trust, PREIT Associates,
L.P.(the "Partnership"), The Rubin Organization, Inc. ("TRO"), The Rubin
Organization-Illinois, Inc., and the TRO shareholders, the Partnership is
acquiring on the date hereof from the TRO shareholders 95% of the capital stock
of TRO in exchange for Class A Units and a contingent right to receive
additional Class A Units.
The transactions contemplated in the TRO Contribution
Agreement are part of a larger transaction in which, inter alia: (i) the
Partnership will acquire the right, title and interest of certain Persons in and
to partner interests in partnerships that own The Court at Oxford Valley, the
Hillview Shopping Center and the Northeast Tower Center pursuant to the terms
and conditions of the Court at Oxford Valley Contribution Agreement, the
Hillview Contribution Agreement and the Northeast Contribution Agreement, and
(ii) the Partnership will acquire from a limited liability company certain
rights with respect to the Predevelopment Properties pursuant to the terms and
conditions of the Predevelopment Properties Contribution Agreement.
As holders of Class A Units, the Beneficial Owners will have
certain redemption rights pursuant to the terms and conditions of the
Partnership Agreement. Under the Partnership Agreement, a holder of Class A
Units that exercises his right of redemption with respect to Class A Units will
either (i) have such Class A Units redeemed by the Partnership for cash or for
shares of beneficial interest in the Trust, par value $1 per share ("Shares"),
or (ii) have such Class A Units purchased by the Trust for cash or for Shares.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained herein, and of other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound, hereby agree as follows:
1. Certain Definitions.
Capitalized terms not otherwise defined herein shall have the
meanings ascribed to such terms in the TRO Contribution Agreement. In addition
to the other terms defined in this Agreement, the following terms shall have the
following meanings:
"Applicable Units" means the Class A Units issued pursuant to
the TRO Contribution Agreement, the Court at Oxford Valley Contribution
Agreement, the Hillview Contribution Agreement, the Northeast Contribution
Agreement and the Predevelopment Properties Contribution Agreement.
"Commission" means the United States Securities and Exchange
Commission, or such other federal agency at the time having the principal
responsibility for administering the Securities Act.
"Eligible Registrable Securities" as of a particular date
means (i) Registrable Securities theretofore issued by the Trust and owned,
beneficially and of record, by a Beneficial Owner and (ii) Registrable
Securities to which such Beneficial Owner is entitled as the result of the
exercise, on or prior to such date, by such person of redemption rights pursuant
to Section 9.5 of the Partnership Agreement (based on the assumption, for this
purpose only, that the Trust and the Partnership will satisfy such redemption
using Shares and not cash); provided, however, that Eligible Registrable
Securities that are included in the Six-Month Registration described in Section
3(c) shall cease to constitute Eligible Registrable Securities sixty days
following the date on which the registration statement with respect thereto is
declared effective.
"EPD Registration Statement" has the meaning set forth
in Section 3(d).
"Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission thereunder, all as the
same shall be in effect at the relevant time.
"Holder" means each Beneficial Owner for so long as (and to
the extent that) such Beneficial Owner or his Holding Company owns any
Registrable Securities, and each transferee of a Beneficial Owner that becomes a
registered owner of all (or less than all, in the case of a transfer to or for
the benefit of an Immediate Family Member (as defined below)) of the Registrable
Securities and Applicable Units owned by such Beneficial Owner (or his Holding
Company on his behalf) at the time of such transfer, provided that such
transferee, prior to such transfer, agrees in writing, in form and substance
satisfactory to the
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Trust, to be bound by this Agreement. "Immediate Family Member" means a
Beneficial Owner's spouse and each of his natural or adopted children.
"Holding Company" of a Beneficial Owner means any partnership
or corporation to which Applicable Units are issued by the Partnership as long
as such Beneficial Owner is a partner or shareholder of such partnership or
corporation.
"Last Issue Date" means the last date on which Applicable
Units may be issued pursuant to the Predevelopment Contribution Agreement, the
Hillview Contribution Agreement or the Northeast Contribution Agreement.
"NASD" means National Association of Securities Dealers, Inc.
"Partnership Agreement" means the First Amended and Restated
Agreement of Limited Partnership of PREIT Associates, L.P., dated as of
September 30, 1997, by and among the Trust, as general partner, and those
Persons listed on Exhibit A thereto, as limited partners, as amended from time
to time.
"Person" means an individual, a partnership (general or
limited), corporation, limited liability company, joint venture, business trust,
cooperative, association or other form of business organization, whether or not
regarded as a legal entity under applicable law, a trust (inter vivos or
testamentary), an estate, a quasi-governmental entity, a government or any
agency, authority, political subdivision or other instrumentality thereof, or
any other entity.
"Piggyback Period" means the period commencing twelve months
after the date hereof and ending on the earlier to occur of (i) eighteen months
following the Last Issue Date or (ii) the date on which any registration
statement filed by the Trust as a result of the Demand Registration becomes
effective under the Securities Act.
"Redemption Notice" means notice of redemption pursuant to
Section 9.5 of the Partnership Agreement, duly executed by a Beneficial Owner.
"Registrable Securities" means (i) any Shares issued or
issuable by the Trust in order to redeem or purchase Applicable Units or another
interest issued by the Partnership, if any, which is intended to give tax
deferred treatment to the Holders, as described in Section 4(i) of Schedule A-2
to the Predevelopment Properties Contribution Agreement and (ii) any additional
Shares or other equity securities of the Trust issued by the Trust in respect of
Shares described in subclause (i) after the issuance of such Shares, in
connection with a stock
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dividend, stock split, combination, exchange, reorganization, recapitalization
or similar reclassification of the Trust's securities; provided that, as to any
particular Registrable Securities, such securities shall cease to constitute
Registrable Securities when: (i) a registration statement with respect to the
sale of such securities shall have become effective under the Securities Act and
such securities shall have been disposed of thereunder; (ii) such securities
shall have been sold in satisfaction of all applicable conditions to the resale
provisions of Rule 144 under the Securities Act (or any similar provision then
in force); (iii) such securities are eligible to be publicly sold without
limitation as to amount or manner of sale pursuant to Rule 144(k) under the
Securities Act (or any successor provision to such Rule); or (iv) such
securities shall have ceased to be issued and outstanding. The term Registrable
Securities shall not include the Applicable Units or any other securities of the
Partnership.
"Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations of the Commission thereunder, all as the same
shall be in effect at the relevant time.
2. Piggy-Back Registration. If the Trust proposes to file
during the Piggy-Back Period a registration statement under the Securities Act
with respect to an offering of Shares by the Trust for its own account and for
cash (other than a registration statement on Form S-4 or S-8 (or any form
substituting therefor) filed in connection with an exchange offer or an offering
of securities solely for the Trust's existing shareholders or employees), the
Trust shall in each such case give written notice (the "Piggyback Notice") of
such proposed filing and the proposed method of distribution of securities
covered by such proposed filing to the Holders at least fifteen (15) days before
the anticipated filing date. If any Holder delivers to the Trust within fifteen
(15) days of the date of the Piggyback Notice a written request (a "Written
Request") to register Registrable Securities (other than Registrable Securities
registered, or that were eligible for registration, in the EPD Registration
Statement), together with a copy of all Redemption Notices delivered by such
Holder to the Partnership in connection with such request, the Trust will use
commercially reasonable efforts to include in the registration statement
proposed to be filed by the Trust all Eligible Registrable Securities (other
than Registrable Securities registered, or that were eligible for registration,
in the EPD Registration Statement) with respect to which the Trust has received
Written Requests for inclusion therein within fifteen (15) days of the date of
the Piggyback Notice (other than any Lock-Up Securities, as defined in the
Lock-Up Agreements) so as to permit the offering of such Eligible Registrable
Securities. Notwithstanding the foregoing, if the managing underwriter or
underwriters of such offering deliver a
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written opinion to the Holders of Registrable Securities to be included therein
("Participating Piggyback Holders") to the effect that the total amount of
securities that the Participating Piggyback Holders, the Trust and any other
Persons intend to include in such offering would materially and adversely affect
the success of such offering, then the amount of securities to be offered for
the account of the Participating Piggyback Holders shall be reduced (pro rata
among the Participating Piggyback Holders) to the extent necessary to reduce the
total amount of securities to be included in such offering to the amount
recommended by such managing underwriter or underwriters; provided that if
securities are being offered for the account of other Persons as well as the
Trust, such reduction shall not represent a greater fraction of the number of
securities requested to be registered by the Participating Piggyback Holders
than the fraction of similar reductions imposed on such other Persons.
Notwithstanding anything to the contrary herein, if the Trust determines, in its
business judgment, that there are business reasons to delay the effectiveness
of, or to withdraw, a registration statement covering Registrable Securities
prior to its becoming effective under the Securities Act pursuant to this
Section 2, the Trust shall not be deemed to have breached any of its obligations
hereunder.
3. Registration Upon Request, Six-Month Registration and EPD
Registration Statement.
(a) If the Trust has not given pursuant to
Section 2 any Piggyback Notice during the six months beginning one year
following the Last Issue Date in respect of a registration statement that
becomes effective under the Securities Act, the Holders owning at least a
majority of the Registrable Securities may request in writing that the Trust
effect the registration under the Securities Act of such of their Eligible
Registrable Securities (other than Eligible Registrable Securities registered,
or that were eligible for registration, in the EPD Registration Statement and
Eligible Registrable Securities that could have been issued and included in any
registration statement that was declared effective and for which the Trust gave
Piggyback Notice pursuant to Section 2 during the eighteen months following the
Last Issue Date) as they shall specify in such request (the "Demand Request")
pursuant to a registration statement on Form S-3 (or any similar short-form
registration statement that is a successor to Form S-3) or, in the Trust's sole
discretion, any other appropriate form. The Holders delivering the Demand
Request shall concurrently deliver to the Trust copies of the Redemption
Notices, if any, delivered by such Holders in connection with such demand. The
Trust shall promptly give written notice (the "Registration Notice") of such
request to other Holders of Registrable Securities and afford them the
opportunity of including in the requested registration statement such of their
Eligible Registrable Securities as they
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shall specify in a written notice given to the Trust within fifteen (15) days
(the "Notice Period") after the date of the Registration Notice. Following the
expiration of the Notice Period, the Trust shall prepare and file a registration
statement under the Securities Act (the "Demand Registration") as provided in
Section 5 hereof, covering the resale by the Holders of the Eligible Registrable
Securities which the Trust has been requested to register, all to the extent
required to permit the disposition of such Eligible Registrable Securities, and
thereafter use commercially reasonable efforts to cause such registration
statement to become effective within sixty (60) days after its filing. The Trust
shall not be required to effect more than one Demand Registration for the
Holders of Registrable Securities pursuant to this Section 3(a). An exercise of
the demand registration right described herein will not count as the use of such
right unless the registration statement to which it relates is declared
effective under the Securities Act and such effectiveness is maintained in
accordance with Section 5 hereof, except that such exercise shall count if such
registration statement is withdrawn because (x) the Holders of Registrable
Securities to be included in the Demand Registration determine not to proceed
with such registration for any reason other than the default of the Trust
hereunder or cancellation of the registration statement pursuant to Section 6(b)
hereof and (y) the Holders of Registrable Securities to be included in the
Demand Registration do not reimburse the Trust for all fees and expenses
incurred in connection with the preparation and filing of such registration
statement, except in the case of cancellation pursuant to Section 6(b) hereof.
(b) With respect to the Demand Registration, the
Trust may defer the filing of or effectiveness of any registration statement for
a reasonable period of time not to exceed 180 days after such request if (i) the
Trust is, at such time, working on an underwritten public offering of Shares and
is advised by its managing underwriter(s) that such offering would in its or
their opinion be adversely affected by such filing or (ii) the Trust in good
faith determines that any such filing or the offering of any Registrable
Securities would materially impede, delay or interfere with any proposed
financing, offer or sale of securities, acquisition, corporate reorganization or
other significant transaction involving the Trust which began prior to the date
on which notice of the registration was given hereunder.
(c) In the event that, on or before the 150th day
after the date hereof, neither the Partnership nor the Trust shall have acquired
for cash all of the Applicable Units then owned by Beneficial Owners listed on
Schedule B hereto and there has been no EPD Registration Statement in effect
during such period, the Trust shall use its commercially reasonable efforts to
register, as provided in Section 5, the Registrable Securities
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that are issuable to such Beneficial Owners in respect of the Applicable Units
that are owned by such Beneficial Owners as of the 151st day after the date
hereof under the Securities Act (the "Six-Month Registration"), pursuant to a
registration statement on Form S-3 (or any similar short-form registration
statement that is a successor to form S-3), covering the offering and sale of
such Registrable Securities by such Beneficial Owners in "brokers' transactions"
or in transactions directly with a "market maker" as defined in paragraphs (f)
and (g) of Rule 144 under the Securities Act and to cause such registration
statement to be declared effective as soon as practicable thereafter. The Trust
shall not be required to effect more than one registration for the Beneficial
Owners pursuant to this Section 3(c). The registration statement filed pursuant
to this Section 3(c) may be withdrawn by the Trust within 60 days after it has
been declared effective.
(d) If the Trust has filed a registration statement
registering Shares underlying Units issued in respect of the purchase of
Magnolia Mall by PR Magnolia LLC, the Trust shall use all commercially
reasonable efforts to register all Eligible Registrable Securities of the
Beneficial Owners in such registration statement (the "EPD Registration
Statement"); provided, however, that the Trust shall have no obligation to
maintain the effectiveness of such registration statement except to the extent
that the Trust is obligated to do so under an agreement with the sellers of the
EPD Properties. The Trust's obligation under this subparagraph (d) to include
Eligible Registrable Securities in the EPD Registration Statement shall extend
only to all Eligible Registrable Securities that are issued or issuable in
respect of Applicable Units issued at the closing under the TRO Contribution
Agreement (other than Registrable Securities includable in the Six-Month
Registration). At the Trust's option, the Trust may offer to include in such
registration statement other Eligible Registrable Securities. Notwithstanding
the foregoing, in the event that an EPD Registration Statement is filed, the
Trust shall take such steps as are within its power to ensure that Shares that
may be issued upon redemption of Applicable Units issued at the closing of the
TRO Contribution Agreement (other than Registrable Securities includable in the
Six Month Registration) are registered for resale by the Beneficial Owners as
promptly as practicable after such Shares become Registrable Securities, subject
to applicable SEC rules and regulations.
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(e) In addition to the other restrictions contained
in this Agreement, in the event the Trust is issuing equity securities to the
public in an underwritten offering, and, if requested by the managing
underwriter or underwriters for such underwritten offering, a Beneficial Owner
who has Eligible Registrable Securities registered in the EPD Registration
Statement as contemplated by paragraph (d) above shall not effect any public
sale or distribution of Registrable Securities or any securities convertible
into or exchangeable or exercisable for such Registrable Securities, including a
sale pursuant to Rule 144 (or any similar provision then in force) under the
Securities Act, for a period commencing on the tenth (10th) day prior to the
date such underwritten offering commences (such offering being deemed to
commence for this purpose on the later of the effective date for the
registration statement for such offering or, if applicable, the date of the
prospectus supplement for such offering) and ending on the earlier to occur of
(i) 90 days after such underwritten offering commences or (ii) one (1) day after
the date (following the commencement of such underwritten offering) on which the
closing price of the Shares (as reported in the principal consolidated
transaction reporting system with respect to securities listed or admitted to
trading on the principal national securities exchange on which the Shares are
listed or admitted to trading) shall have averaged for a period of twenty (20)
consecutive days 105% or more of the offering price listed in the prospectus or
prospectus supplement for such underwritten offering (or if no such offering
price is listed in such prospectus or prospectus supplement, the closing price
on the date of such offering commences); provided, however, that this subclause
(ii) shall not apply if so requested by the managing underwriter or underwriters
for such underwritten offering.
4. Holdbacks and Other Restrictions. Each Holder shall:
(a) not, if requested by the managing underwriter in
an underwritten offering that includes Registrable Securities of such Holder,
effect any public sale or distribution of securities of the Trust of the same
class as the securities included in such registration statement (or convertible
into such class), including a sale pursuant to Rule 144(k) under the Securities
Act (except as part of such underwritten registration): (i) during the ten (10)
day period prior to, and during the ninety (90) day period (or such longer
period of not more than one hundred eighty (180) days if such longer period is
also required of the Trust and all other Persons having securities included in
such registration) beginning on the closing date of each underwritten offering
made pursuant to such registration statement, to the extent timely notified in
writing by the Trust or the managing underwriter; and (ii) in the event of a
primary offering by the Trust, to the extent such Holder
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does not elect to sell such securities in connection with such offering, during
the period of distribution of the Trust's securities in such offering and during
the period in which the underwriting syndicate, if any, participates in the
aftermarket. In any such case, the Trust shall require the underwriters to
notify the Trust and the Trust, in turn, shall notify each Holder of Registrable
Securities included in the offering promptly after such participation ceases;
(b) not, during any period in which any of his
Registrable Securities are included in any effective registration statement: (i)
effect any stabilization transactions or engage in any stabilization activity in
connection with the Shares or other equity securities of the Trust in
contravention of Rule 104 of Regulation M under the Exchange Act; or (ii) permit
any Affiliated Purchaser (as that term is defined in Rule 101 of Regulation M
under the Exchange Act) to bid for or purchase for any account in which such
Holder has a beneficial interest, or attempt to induce any other person to
purchase, any Shares in contravention of Rule 102 of Regulation M under the
Exchange Act; and
(c) in the case of a registration including
Registrable Securities to be offered by it for sale through "broker
transactions" (as defined pursuant to Rule 144 promulgated under the Securities
Act), furnish each broker through whom such Holder offers Registrable Securities
such number of copies of the prospectus as the broker may require and in any
event, comply with the prospectus delivery requirements under the Securities
Act.
5. Registration Procedures.
(a) If and whenever the Trust is required by the
provisions of this Agreement (except for Section 3(d) hereof, in which case only
Subsections (ii), if applicable, through (x) below shall apply) to effect or
cause the registration of any Registrable Securities under the Securities Act as
provided in this Agreement, the Trust shall:
(i) as expeditiously as practicable (but,
with respect to the Demand Registration, in no event later than 60 days after
the date the request for registration was given and, in the case of the Six
Month Registration, 180 days after the date hereof), prepare and file with the
Commission a registration statement on Form S-3 (or a successor form) or, in the
sole discretion of the Trust, another appropriate form and use its commercially
reasonable efforts to cause such registration statement to become effective
under the Securities Act and, in the case of the Demand Registration only, to
remain effective for not less than two years and in the case of the Six- Month
Registration only to remain effective for not less than 60
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days; provided, however, that at such time as the number of Registrable
Securities held by any Holder that is subject to a then effective registration
statement is not more than the number of Shares that such Holder would then be
permitted to sell or dispose of pursuant to Rule 144 under the Securities Act
and Rule 144 is otherwise applicable to (and available for) such sale or
disposition, the Trust shall no longer be required to maintain the effectiveness
of the registration statement with respect to such Registrable Securities;
(ii) prepare and file with the Commission
such amendments, post-effective amendments and supplements to such registration
statement and the prospectus used in connection therewith as may be necessary to
keep such registration statement effective for such period of time as is
necessary to allow the distribution of the Registrable Securities contemplated
therein (but in no event longer than 60 days in the case of the Six-Month
Registration and 2 years in the case of the Demand Registration) and to comply
with the provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement during the period during which
any such registration statement is required to be effective;
(iii) furnish to each selling Holder of
Registrable Securities and each underwriter, if any, of the securities being
sold by such Holder, (A) such number of copies (including manually executed and
conformed copies) of such registration statement and of each such amendment
thereof and supplement thereto (including all annexes, appendices, schedules and
exhibits), (B) such number of copies of the prospectus used in connection with
such registration statement (including each preliminary prospectus and any
summary prospectus and the final prospectus filed pursuant to Rule 424(b) under
the Securities Act), and (C) such number of copies of other documents, as such
seller and underwriter may reasonably request in order to facilitate the
disposition of Registrable Securities in accordance with the methods intended
by, in the case of the Demand Registration, the sellers thereof;
(iv) use its commercially reasonable efforts
to register or qualify the Registrable Securities covered by such registration
statement under the securities or "blue sky" laws of such jurisdictions as any
selling Holder and each underwriter, if any, of the Registrable Securities shall
reasonably request, and do any and all other acts and things which may be
necessary or desirable to enable such Non-Continuing Owner, Holder and
underwriter to consummate the offering and disposition of Registrable Securities
in such jurisdictions; provided, however, that the Trust shall not be required
to qualify generally to do business as a foreign business trust, subject itself
to taxation, or consent to general service of process, in any jurisdiction
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wherein it would not, but for the requirements of this Section 5, be obligated
to be qualified;
(v) use its commercially reasonable efforts
to cause the Registrable Securities covered by such registration statement to be
registered with, or approved by, such other public, governmental or regulatory
authorities as may be necessary to facilitate the disposition of such
Registrable Securities in accordance with the methods of disposition intended
by, in the case of the Demand Registration and Six-Month Registration, the
sellers thereof;
(vi) notify each selling Holder of any
Registrable Securities covered by such registration statement and the Managing
Underwriter (as such term is defined in Rule 12b-2 under the Exchange Act), if
any, promptly and, if requested by any such Person, confirm such notification in
writing, (A) when a prospectus or any prospectus supplement has been filed with
the Commission, and, with respect to a registration statement or any
post-effective amendment thereto, when the same has been declared effective by
the Commission, (B) of any request by the Commission for amendments or
supplements to a registration statement or related prospectus, or for additional
information, (C) of the issuance by the Commission of any stop order or the
initiation of any proceedings for such or a similar purpose (and the Trust shall
make every reasonable effort to obtain the withdrawal of any such order at the
earliest practicable moment), (D) of the receipt by the Trust of any
notification with respect to the suspension of the qualification of any of the
Registrable Securities for sale in any jurisdiction or the initiation or
threatening of any proceeding for such purpose (and the Trust shall make every
commercially reasonable effort to obtain the withdrawal of any such suspension
at the earliest practicable moment), (E) of the occurrence of any event that
requires the making of any changes to a registration statement or related
prospectus so that such documents will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading (and the Trust shall promptly prepare and
furnish to such seller and Managing Underwriter a reasonable number of copies of
a supplemented or amended prospectus such that, as thereafter delivered to the
purchasers of such Registrable Securities, such prospectus shall not include an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein, in light of the
circumstances under which they are made, not misleading), and (F) of the Trust's
determination that the filing of a post-effective amendment to the registration
statement shall be necessary or appropriate. Each Holder of Registrable
Securities shall be deemed to have agreed by acquisition of such Registrable
Securities that upon
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the receipt of any notice from the Trust of the occurrence of any event of the
kind described in clause (E) of this Section 5(a)(vi), such Holder shall
forthwith discontinue his offer and disposition of Registrable Securities
pursuant to the registration statement covering such Registrable Securities
until he shall have received copies of a supplemented or amended prospectus
which is no longer defective as contemplated by clause (E) of this Section
5(a)(vi) and, if so directed by the Trust, shall deliver to the Trust, at the
Trust's expense, all copies (other than permanent file copies) of the defective
prospectus covering such Registrable Securities which are then in his
possession;
(vii) otherwise use its commercially
reasonable efforts to comply with all applicable rules and regulations of the
Commission, as the same may hereafter be amended, and make available to its
security holders, as soon as reasonably practicable, earnings statements
satisfying the provisions of Section 11(a) of the Securities Act;
(viii) in the case of an underwritten
offering of Registrable Securities, obtain an opinion from counsel to the Trust
and a "cold comfort" letter from an independent certified public accounting firm
of national recognition and standing who have certified the Trust's financial
statements included in the registration statement or any amendment thereto, in
customary form addressed to the managing underwriter or underwriters and to the
selling Holders of Registrable Securities included in a registration statement
filed by the Trust;
(ix) permit any Holder of Registrable
Securities to be included in a registration statement filed by the Trust, which
Holder reasonably concludes that he may be deemed to be a "control person" of
the Trust (within the meaning of Section 15 of the Securities Act and Section 20
of the Exchange Act), to participate in the preparation of such registration
statement and include therein material furnished to the Trust in writing which,
in the reasonable judgment of such Holder and his counsel, is required to be
included therein; and
(x) if such Person could have liability
under Section 11, 12 or 15 of the Securities Act, make available for inspection
by any Holder of Registrable Securities to be included in any registration
statement filed by the Trust, any underwriter participating in any disposition
pursuant to such registration statement, and any attorney, accountant or other
agent retained by any Holder (collectively, the "Inspectors"), all pertinent
financial and other records, pertinent corporate documents and properties and
other pertinent information of the Trust (collectively, the "Records") as shall
be reasonably necessary to enable them to exercise their due diligence
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responsibility, and cause the Trust's officers, trustees and employees to supply
all pertinent information reasonably requested by any such Inspector in
connection with such registration statement. Records which the Trust determines,
in good faith, to be confidential and which it notifies the Inspectors are
confidential shall not be disclosed by the Inspectors unless (A) the disclosure
of such Records is necessary to avoid or correct a misstatement or omission in
the registration statement, (B) the release of such Records is ordered pursuant
to a subpoena or other order from a court of competent jurisdiction, or (C) the
information in such Records has been made generally available to the public.
(b) A Holder shall not participate in any
underwritten registration hereunder unless such Holder (i) agrees to sell his
securities on the basis provided in any underwriting arrangements approved by
the Trust (in the case of a registration pursuant to Section 2) or by the
Holders (in the case of the Demand Registration) and (ii) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements and
other documents reasonably required under the terms of such underwriting
arrangements.
6. Information Blackout.
(a) At any time when a registration statement
effected pursuant to Sections 2 or 3 relating to Registrable Securities is
effective, upon written notice from the Trust to the Holders of Registrable
Securities included therein that the Trust has determined in good faith that
sale of Registrable Securities pursuant to such registration statement would
require disclosure of non-public material information not otherwise required to
be disclosed under applicable law having a material adverse effect on the Trust
(an "Information Blackout"), all such Holders shall suspend sales of Registrable
Securities pursuant to such registration statement until the earlier of:
(i) thirty (30) days after the Trust
notifies such Holders of such good
faith determination, or
(ii) such time as the Trust notifies such
Holders that such material information
has been disclosed to the public or has
ceased to be material or that sales
pursuant to such registration statement
may otherwise be resumed (the number of
days from such suspension of sales by
such Holders until the day when such
sale may be resumed hereunder is
hereinafter called a "Sales Blackout
Period").
-13-
(b) Any delivery by the Trust of notice of an
Information Blackout during the thirty (30) days immediately following
effectiveness of any registration statement effected pursuant to Section 3
hereof shall give the Holders of Registrable Securities included in such
registration statement the right, by written notice to the Trust within twenty
(20) days after the end of such Sales Blackout Period, to cancel such
registration, in which event the Holders shall have one additional registration
right under Section 3 which shall be exercisable within six (6) months of such
cancellation.
(c) Notwithstanding the foregoing, there shall be no
more than two (2) Information Blackouts during any fiscal year of the Trust and
no Sales Blackout Period shall continue for more than thirty (30) consecutive
days.
7. Registration Expenses. Whether or not any registration
statement prepared and filed pursuant to Sections 2 or 3 is declared effective
by the Commission (except where the Demand Registration is terminated, withdrawn
or abandoned at the written request of the Holders of Registrable Securities to
be included therein (other than as required by Section 6(b)) and such Holders
elect to have such registration statement not count as the Demand Registration
hereunder by paying all such fees and expenses), the Trust shall pay all of the
following arising in connection with any registration pursuant to Section 2 or 3
(except as specified in the following sentence): (a) all Commission and any NASD
registration and filing fees and expenses; (b) any and all expenses incident to
the Trust's performance of, or compliance with, this Agreement, including,
without limitation, any allocation of salaries and expenses of Trust personnel
or other general overhead expenses of the Trust, or other expenses for the
preparation of historical and pro forma financial statements or other data
normally prepared by the Trust in the ordinary course of its business; (c) all
listing, transfer and/or exchange agent and registrar fees; (d) fees and
expenses in connection with the qualification of the Registrable Securities
under securities or "blue sky" laws, including reasonable fees and disbursements
of counsel for the underwriters in connection therewith; (e) printing and
delivery expenses; and (f) fees and out-of-pocket expenses of counsel for the
Trust and its independent certified public accountants and other persons,
including special experts, retained by the Trust. Notwithstanding the foregoing,
the Trust shall not be required to pay fees and out-of-pocket expenses of
counsel selected by the Holders, any fees or disbursements of Managing
Underwriters and their counsel, participating underwriters and brokers-dealers
or any discounts, commissions or fees of underwriters, selling brokers and
dealers relating to the distribution of the Registrable Securities, and the
Holders of Registrable Securities included in any underwritten Demand
Registration shall reimburse the Trust for all incremental costs and expenses
incurred by the
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Trust to the extent that the Trust agrees, in response to the request of any
Managing Underwriter, to include any disclosure in such registration statement
that goes beyond the disclosure required by Form S-3.
8. Indemnification; Contribution.
(a) The Trust hereby indemnifies, to the fullest
extent permitted by law, each Holder of Registrable Securities included in any
registration statement filed by the Trust and the directors, officers, partners,
employees, agents and each Person who controls any Holder within the meaning of
the Securities Act and the Exchange Act, if any, against all losses, claims,
damages, liabilities (or proceedings in respect thereof) and expenses (under the
Securities Act, common law and otherwise), joint or several, which arise out of
or are based upon (i) any untrue statement or alleged untrue statement of a
material fact contained in any such registration statement or in any prospectus,
preliminary prospectus, any amendment or supplement thereto or any document
incorporated by reference relating thereto or in any filing made in connection
with the registration or qualification of the offering under "blue sky" or other
securities laws of jurisdictions in which the Registrable Securities are
offered, or any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading, and the
Trust shall reimburse such Holders for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or proceeding, (ii) any untrue statement or alleged
untrue statement of a material fact contained in any preliminary prospectus, if
used prior to the effective date of such registration statement (unless such
statement is corrected in the final prospectus and the Trust has previously
furnished copies thereof to any holder of Registrable Securities seeking such
indemnification and to the underwriters of the registration in question), or
contained in the final prospectus (as amended or supplemented if the Trust shall
have filed with the Commission any amendment thereof or supplement thereto) if
used within the period during which the Trust is required to keep the
registration statement to which such prospectus relates current, or the omission
or alleged omission to state therein a material fact necessary in order to make
the statements therein in light of the circumstances under which they were made,
not misleading; provided, however, that such indemnification shall not extend to
any such losses, claims, damages, liabilities (or proceedings in respect
thereof) or expenses that are caused by any untrue statement or alleged untrue
statement contained in, or by any omission or alleged omission from, information
furnished in writing to the Trust by such Holder in such capacity specifically
-15-
and expressly for use in any such registration statement or prospectus.
(b) In the case of an underwritten offering pursuant
to Section 3 hereof in which the registration statement covers Registrable
Securities, the Trust shall enter into an underwriting agreement in customary
form and substance with such underwriters and, if so requested, a contribution
agreement in customary form and substance with such underwriters and shall
indemnify the underwriters, their officers and directors, if any, and each
person, if any, who controls such underwriters within the meaning of Section 15
of the Securities Act and Section 20 of the Exchange Act, to the same extent as
provided in the preceding paragraph with respect to the indemnification of the
Holders of Registrable Securities and to the same extent as then customary in
underwriting agreements of such underwriter; provided, however, that the Trust
shall not be required to indemnify any such underwriter, or any officer or
director of such underwriter or any person who controls such underwriter within
the meaning of Section 15 of the Securities Act and Section 20 of the Exchange
Act, to the extent that the loss, claim, damage, liability (or proceedings in
respect thereof) or expense for which indemnification is sought results from
such underwriter's failure to deliver or otherwise provide a copy of the final
prospectus to the Person asserting an untrue statement or omission or alleged
untrue statement or omission at or prior to the written confirmation of the sale
of securities to such Person, if such statement or omission was in fact
corrected in such final prospectus.
(c) In connection with any registration statement
with respect to which a Holder of Registrable Securities is participating, each
such Holder shall furnish to the Trust in writing such information regarding
such Holder included in a registration statement and the intended method of
distribution as shall be reasonably requested by the Trust for use in any such
registration statement or prospectus and each of the Holders hereby indemnifies,
severally but not jointly, to the fullest extent permitted by law, the Trust,
its officers and directors and each person, if any, who controls the Trust
within the meaning of Section 15 of the Securities Act and Section 20 of the
Exchange Act, against any losses, claims, damages, liabilities (or proceedings
in respect thereof) and expenses resulting from any untrue statement or alleged
untrue statement of a material fact or any omission or alleged omission of a
material fact required to be stated or necessary to make the statements in the
registration statement or prospectus, or any amendment thereof or supplement
thereto, not misleading; provided, however, that each of the Holders shall be
liable hereunder if and only to the extent that any such loss, claim, damage,
liability (or proceeding in respect thereof) or expense arises out of or is
based upon an untrue statement, or alleged untrue statement or
-16-
omission or alleged omission, made in reliance upon and in conformity with
information pertaining to such Holder which is requested by the Trust and
furnished in writing to the Trust by such Holder specifically and expressly for
use in any such registration statement or prospectus.
(d) Any Person seeking indemnification under the
provisions of this Section 8 shall, promptly after receipt by such Person of
notice of the commencement of any action, suit, claim or proceeding, notify each
party against whom indemnification is to be sought in writing of the
commencement thereof; provided, however, that the failure so to notify an
indemnifying party shall not relieve the indemnifying party from any liability
which it or he may have under this Section 8 (except to the extent that it has
been prejudiced in any material respect by such failure) or from any liability
which the indemnifying party may otherwise have. In case any such action, suit,
claim or proceeding is brought against any indemnified party, and it notifies an
indemnifying party of the commencement thereof, the indemnifying party shall be
entitled to participate therein and, to the extent it or he may elect by written
notice delivered to the indemnified party promptly after receiving the aforesaid
notice from such indemnified party, to assume the defense thereof with counsel
reasonably satisfactory to such indemnified party. Notwithstanding the
foregoing, the indemnified party shall have the right to employ its or his own
counsel in any such case, but the fees and expenses of such counsel shall be at
the expense of such indemnified party unless (i) the employment of such counsel
shall have been authorized in writing by the indemnifying party in connection
with the defense of such suit, action, claim or proceeding, (ii) the
indemnifying party shall not have employed counsel (reasonably satisfactory to
the indemnified party) to take charge of the defense of such action, suit, claim
or proceeding within a reasonable time after notice of commencement of the
action, suit, claim or proceeding, or (iii) such indemnified party shall have
reasonably concluded, based on the advice of counsel, that there may be defenses
available to it which are different from or additional to those available to the
indemnifying party which, if the indemnifying party and the indemnified party
were to be represented by the same counsel, could result in a conflict of
interest for such counsel or materially prejudice the prosecution of the
defenses available to such indemnified party. If any of the events specified in
clauses (ii) or (iii) of the preceding sentence shall have occurred or shall
otherwise be applicable, then the fees and expenses of one counsel or firm of
counsel selected by a majority in interest of the indemnified parties shall be
borne by the indemnifying party. If, in any case, the indemnified party employs
separate counsel, the indemnifying party shall not have the right to direct the
defense of such action, suit, claim or proceeding on behalf of the indemnified
party. Anything in this paragraph to the contrary notwithstanding, an
indemnifying party
-17-
shall not be liable for the settlement of any action, suit, claim or proceeding
effected without its prior written consent (which consent in the case of an
action, suit, claim or proceeding exclusively seeking monetary relief shall not
be unreasonably withheld or delayed). Such indemnification shall remain in full
force and effect irrespective of any investigation made by or on behalf of an
indemnified party.
(e) If the indemnification from the indemnifying
party as provided in this Section 8 is unavailable or is otherwise insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages,
liabilities or expenses referred to therein, then the indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, damages, liabilities or expenses in such proportion as
is appropriate to reflect the relative fault of the indemnifying party and
indemnified parties in connection with the actions which resulted in such
losses, claims, damages, liabilities or expenses. The relative fault of such
indemnifying party shall be determined by reference to, among other things,
whether any action in question, including any untrue (or alleged untrue)
statement of a material fact or omission (or alleged omission) to state a
material fact, has been made, or relates to information supplied by such
indemnifying party or such indemnified party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
action. The amount paid or payable by a party as a result of the losses, claims,
damages, liabilities and expenses referred to above shall be deemed to include,
subject to the limitations set forth in Section 8(e) hereof, any legal or other
fees or expenses reasonably incurred by such party in connection with any such
investigation or proceeding.
The parties hereto acknowledge that it would not be just and
equitable if contribution pursuant to this Section 8 were determined by pro rata
allocation or by any other method of allocation other than as described above.
No person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Securities Act) shall be entitled to contribution from any person
who was not guilty of such fraudulent misrepresentation.
If, however, indemnification is available under this Section
8, the indemnifying parties shall indemnify each indemnified party to the
fullest extent provided in Sections 8(a) through 8(e) hereof without regard to
the relative fault of said indemnifying party or indemnified party or any other
equitable consideration.
9. Investment Representations and Covenants of the
Beneficial Owners.
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(a) Each Beneficial Owner acknowledges (subject to
the express obligation of the Trust to register Registrable Securities as
provided herein) that any Shares be issued to him in connection with the
redemption or purchase of Applicable Units will not be registered under the
Securities Act on the grounds that the issuance of such Shares is exempt from
registration pursuant to Section 4(2) of the Securities Act or Regulation D
promulgated under the Securities Act, and that the reliance of the Trust on such
exemptions is predicated in part on such Beneficial Owner's and such
Non-Continuing Owner's representations, warranties, covenants and
acknowledgements set forth in this section.
(b) Each Beneficial Owner (other than those names
marked with a "1" on Schedule A on the date hereof) represents and warrants that
he is an "accredited investor" as defined in Rule 501 promulgated under the
Securities Act.
(c) Each Beneficial Owner represents and warrants
that the Registrable Securities will be acquired by him for his own account, not
as a nominee or agent, and without a view to resale or other distribution within
the meaning of the Securities Act, and the rules and regulations thereunder
except as contemplated hereunder, and each Beneficial Owner will not distribute
any of the Registrable Securities in violation of the Securities Act.
(d) Each Beneficial Owner (i) acknowledges that the
Registrable Securities are not registered under the Securities Act and the
Registrable Securities must be held indefinitely by him unless they are
subsequently registered under the Securities Act or an exemption from
registration is available, (ii) is aware that any routine sales of Registrable
Securities made under Rule 144 under the Securities Act may be made only in
limited amounts and in accordance with the terms and conditions for that Rule
and that in such cases where the Rule is not applicable, compliance with some
other registration exemption will be required, and (iii) is aware that Rule 144
is not presently available for use by any Beneficial Owner for resale of
Registrable Securities.
(e) Each Beneficial Owner represents and warrants to
the Trust that he is well versed in financial matters, has had dealings over the
years in securities, including "restricted securities," and is fully capable of
understanding the type of investment represented by the Registrable Securities
and the risks involved in connection therewith.
(f) Each Beneficial Owner acknowledges and confirms
that the Trust has made available to him the opportunity to ask questions of and
receive answers from the Trust's officers and directors concerning the terms and
conditions of the
-19-
investment in the Applicable Units and the business and financial condition of
the Trust, and to acquire, and such Beneficial Owner has received to his
satisfaction, such additional information, in addition to that set forth herein,
about the business and financial condition of the Trust and the terms and
conditions of the offering as he has requested.
(g) In order to ensure compliance with the provisions
of subparagraph (c) above, no Beneficial Owner will sell or otherwise transfer
or dispose of any of the Registrable Securities or any interest therein (unless
such Registrable Securities have been registered under the Securities Act)
without first having complied with either of the following conditions:
(i) the Trust shall have received a written
opinion of counsel to such Beneficial Owner in form and substance satisfactory
to the Trust, in the exercise of its reasonable judgment, or a copy of a
"no-action" or interpretive letter of the Commission, specifying the nature and
circumstances of the proposed transfer and indicating that the proposed transfer
will not be in violation of any of the registration provisions of the Securities
Act and the rules and regulations promulgated thereunder; or
(ii) the Trust shall have received an
opinion from its own counsel to the effect that the proposed transfer will not
be in violation of any of the registration provisions of the Securities Act and
the rules and regulations promulgated thereunder.
Each Beneficial Owner acknowledges that the certificates representing the
Registrable Securities may contain a restrictive legend noting the restrictions
on transfer described in this section and required by federal and applicable
state securities laws, and that appropriate "stop-transfer" instructions will be
given to the Trust's stock transfer agent, provided that this paragraph (g)
shall not be applicable to the Registrable Securities registered hereunder for
so long as such registration statement remains in effect.
10. Reports Under the Exchange Act.
With a view to making available to the Beneficial Owners the
benefits of Rule 144 promulgated under the Securities Act or any other similar
rule or regulation of the SEC that may at any time permit the Beneficial Owners
to sell Registrable Securities to the public without registration ("Rule 144"),
the Trust shall:
(a) make and keep public information available as
those terms are understood and defined in Rule 144;
-20-
(b) file with the SEC in a timely manner all reports
and other documents required of the Trust under the Securities Act and the
Exchange Act so long as the Trust remains subject to such requirements and the
filing of such reports and other documents is required for the applicable
provisions of Rule 144; and
(c) furnish to each Beneficial Owner so long as such
Beneficial Owner owns Registrable Securities, promptly upon request (i) a
written statement by the Trust that it has complied with the reporting
requirements of Rule 144, the Securities Act and the Exchange Act, (ii) a copy
of the most recent annual or quarterly report of the Trust and such other
reports and documents so filed by the Trust, and (iii) such other information as
may be reasonably requested to permit the Beneficial Owner to sell such
securities pursuant to Rule 144 without registration.
11. Notices.
Except as otherwise provided below, whenever it is provided in
this Agreement that any notice, demand, request, consent, approval, declaration
or other communication shall or may be given to or served upon any of the
parties hereto, or whenever any of the parties hereto, desires to provide to or
serve upon any person any other communication with respect to this Agreement,
each such notice, demand, request, consent, approval, declaration or other
communication shall be in writing and either shall be delivered in person or
sent by telecopy, addressed as follows:
(a) If to the Trust, to:
Pennsylvania Real Estate Investment Trust
455 Pennsylvania Avenue, Suite 135
Fort Washington, PA 19034
Attention: President and Special Committee
- With a copy to -
Drinker Biddle & Reath LLP
PNB Building
1345 Chestnut Street
Philadelphia, PA 19107-3496
Attention: Howard A. Blum, Esq.
Telecopy Number: (215) 988-2757
(b) If to the Holders to:
The addresses set forth on Schedule C hereto.
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- With a copy to -
Klehr Harrison Harvey Branzburg & Ellers LLP
1401 Walnut Street
Philadelphia, PA 19102
Attention: Leonard M. Klehr, Esq.
Telecopy Number: (215) 568-6060
or at such other address as may be substituted by notice delivered as provided
therein. The furnishing of any notice required hereunder may be waived in
writing by the party entitled to receive such notice. Every notice, demand,
request, consent, approval, declaration or other communication hereunder shall
be deemed to have been duly furnished or served on the party to which it is
addressed, in the case of delivery in person or by telecopy, on the date when
sent. Failure or delay in delivering copies of any notice, demand, request,
consent, approval, declaration or other communication to the persons designated
above to receive copies shall in no way adversely affect the effectiveness of
such notice, demand, request, consent, approval, declaration or other
communication.
12. Entire Agreement.
This Agreement represents the entire agreement and
understanding among the parties hereto with respect to the subject matter hereof
and supersedes any and all prior oral and written agreements, arrangements and
understandings among the parties hereto with respect to such subject matter; and
this Agreement can be amended, supplemented or changed, and any provision hereof
can be waived, only by a written instrument making specific reference to this
Agreement signed by the Trust on the one hand, and each affected Beneficial
Owner on the other hand; provided, however, that the Trust shall be entitled to
amend this Agreement to permit the following Persons to be added to Schedule A
hereto as Beneficial Owners and to enter into an agreement, in form and
substance satisfactory to the Trust, with one or more of such Persons in order
to make such Persons parties to this Agreement: (A) those Persons listed on
Schedules II, III and IV to the Partnership Agreement, upon the issuance of
additional Class A Units to such Persons in accordance with Sections 5.3(ii),
(iii) and (iv) of the Partnership Agreement, and (B) those Persons to whom
Permitted Transfers are made pursuant to Section 12.3.A(ii) of the Partnership
Agreement.
13. Successors.
This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and personal
representatives.
-22-
14. Paragraph Headings.
The paragraph headings contained in this Agreement are for
general reference purposes only and shall not affect in any manner the meaning,
interpretation or construction of the terms or other provisions of this
Agreement.
15. Applicable Law.
This Agreement shall be governed by, construed and enforced in
accordance with the laws of the Commonwealth of Pennsylvania, applicable to
contracts to be made, executed, delivered and performed wholly within such state
and, in any case, without regard to the conflicts of law principles of such
state.
16. Consent to Jurisdiction.
Each of the parties hereto hereby irrevocably consents that
any legal action or proceeding against it under, arising out of or in any manner
relating to this Agreement may be brought in U.S. Federal Court in the Eastern
District of Pennsylvania. Each of the parties hereto, by the execution and
delivery of this Agreement, expressly and irrevocably consents to the service of
any complaint, summons, notice or other process relating to any action or
proceeding by delivery to him by hand, by telecopy or by certified mail, return
receipt requested, at the addresses specified in Section 10. Each of the parties
hereto hereby expressly and irrevocably waives any claim or defense in any
action or proceeding based on any alleged lack of personal jurisdiction,
improper venue, forum non conveniens or any similar basis. No party shall be
entitled in any such action or proceeding to assert any defense given or allowed
under the laws of any jurisdiction other than the Commonwealth of Pennsylvania
unless such defense is also given or allowed by the laws of the Commonwealth of
Pennsylvania. The consents and waivers provided for in this Section 15 are
personal and solely for the benefit of the parties to this Agreement and their
respective successors and are not intended for the benefit of, and may not be
invoked by, any other person or third party.
17. Severability.
If at any time subsequent to the date hereof, any provision of
this Agreement shall be held by any court of competent jurisdiction to be
illegal, void or unenforceable, such provision shall be of no force and effect,
but the illegality or enforceability of such provision shall have no effect upon
and shall not impair the enforceability of any other provision of this
Agreement.
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18. Equitable Remedies.
The parties hereto agree that irreparable harm would occur in
the event that any of the agreements and provisions of this Agreement were not
performed fully by the parties hereto in accordance with their specific terms or
conditions or were otherwise breached, and that money damages are an inadequate
remedy for breach of this Agreement because of the difficulty of ascertaining
and quantifying the amount of damage that will be suffered by the parties hereto
in the event that this Agreement is not performed in accordance with its terms
or conditions or is otherwise breached. It is accordingly hereby agreed that the
parties hereto shall be entitled to an injunction or injunctions to restrain,
enjoin and prevent breaches of this Agreement by the other parties and to
enforce specifically the terms and provisions hereof in any court of the United
States or any state having jurisdiction, such remedy being in addition to and
not in lieu of, any other rights and remedies to which the other parties are
entitled to at law or in equity.
19. No Waiver.
The failure of any party at any time or times to require
performance of any provision hereof shall not affect the right at a later time
to enforce the same. No waiver by any party of any condition, and no breach of
any provision, term, covenant, representation or warranty contained in this
Agreement, whether by conduct or otherwise, in any one or more instances, shall
be deemed to be construed as a further or continuing waiver of any such
condition or of the breach of any other provision, term, covenant,
representation or warranty of this Agreement.
20. Counterparts.
This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall
constitute but one and the same original instrument.
21. Trust Assets.
Each Beneficial Owner acknowledges that no trustee, officer or
shareholder of the Trust is liable to such holder in respect of this Agreement
and that such holder shall look only to the income and assets of the Trust in
respect of any payments or claims related to this Agreement.
(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)
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IN WITNESS WHEREOF, this Agreement has been executed and
delivered as of the date first above written.
PENNSYLVANIA REAL ESTATE INVESTMENT
TRUST
By: /s/ Jonathan B. Weller
-------------------------------
Name:
Title: Trustee
SCHEDULE A
TO
REGISTRATION RIGHTS AGREEMENT
Each Beneficial Owner, by executing this Schedule A, evidences
that such person has become a party to, and is bound by, the Registration Rights
Agreement.
All signatures need not appear on the same copy of this
Schedule A.
/s/ Ronald Rubin */s/ Joseph Straus, Jr.
- ----------------------------- ------------------------------------
Ronald Rubin Joseph Straus, Jr.
*/s/ George Rubin */s/ Alan Feldman
- ----------------------------- ------------------------------------
George Rubin Alan Feldman
*/s/ Leonard Shore (1)*/s/ Doug Grayson
- ----------------------------- ------------------------------------
Leonard Shore Doug Grayson
*/s/ Joseph Coradino (1)*/s/ Eric Mallory
- ----------------------------- ------------------------------------
Joseph Coradino Eric Mallory
*/s/ Lewis Stone (1)*/s/ James Paterno
- ----------------------------- ------------------------------------
Lewis Stone James Paterno
*/s/ Gerry Broker */s/ Judith Garfinkel
- ----------------------------- ------------------------------------
Gerry Broker Judith Garfinkel
*/s/ Patricia Berns (1)*/s/ David Bryant
- ----------------------------- ------------------------------------
Patricia Berns David Bryant
/s/ Edward Glickman (1)*/s/ Susan Valentine
- ----------------------------- ------------------------------------
Edward Glickman Susan Valentine
*By:/s/ Edward Glickman
- -----------------------------
Attorney-in-Fact
(1) Unacredited Investors
-26-
DELAWARE ASSOCIATES RICHARD I. RUBIN & CO., INC.
/s/ Ronald Rubin By:/s/ George Rubin
- ----------------------------- ------------------------------------
Ronald Rubin, General Partner Name:
Title:
RR LOANCO ASSOCIATES
By: Richard I. Rubin & Co.,
its Managing Partner
By: /s/ Ronald Rubin
-------------------------
Name:
Title
RUBIN OXFORD, INC.
By: /s/ Ronald Rubin
-------------------------
Name:
Title
RUBIN OXFORD VALLEY ASSOCIATES, L.P.
By: Rubin Oxford, Inc., its
General Partner
By: /s/ Ronald Rubin
-------------------------
Name:
Title
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