September 30, 1997
SUBSCRIPTION AGREEMENT
PREIT ASSOCIATES, L.P.
455 Pennsylvania Avenue, Suite 135
Fort Washington, Pennsylvania 19034
Attention: President
Gentlemen:
1. Subscription: Desiring to become a Class B Limited
Partner ("Class B Limited Partner") in PREIT ASSOCIATES, L.P., a Delaware
limited partnership (the "Partnership"), and intending to be legally bound
hereby, the undersigned Class B Limited Partner hereby subscribes for and
agrees to accept the number of Class B Units of limited partnership interest
(the "Class B Units") in the Partnership set forth on the signature page of
this Subscription Agreement in exchange for the contribution by or on behalf
of the Class B Limited Partner of an undivided interest in the Magnolia Mall,
Florence, South Carolina (the "Magnolia Mall") contributed by or on behalf of
the Class B Limited Partner valued at $23.47 per Class B Unit received by the
Class B Limited Partner, such Class B Units to be issued upon acceptance of
this Subscription Agreement by Pennsylvania Real Estate Investment Trust (the
"General Partner") as the General Partner of the Partnership. Capitalized
terms used in this Subscription Agreement and not defined herein shall have
their respective meanings set forth in the Partnership Agreement.
2. Representations and Warranties. The Class B Limited
Partner hereby represents and warrants to the General Partner and the
Partnership, and acknowledges, understands and agrees, that: a. the Class B
Limited Partner is an Accredited Investor as defined in Regulation D issued by
the Securities and Exchange Commission; b. the Class B Limited Partner has set
forth on the signature page of this Subscription Agreement the Class B Limited
Partner's social security number or EIN, the Class B Limited Partner's
principal legal address and the basis by which the Class B Limited Partner
believes that it is an Accredited Investor; c. the Class B Limited Partner has
received and reviewed to the extent that the Class B Limited Partner has
deemed necessary or desirable the Proxy Statement, the Partnership Agreement
and the Registration Rights Agreement and has consulted with such of the Class
B Limited Partner's own attorney, accountant, tax adviser or investment
counselor as the Class B Limited Partner has determined to be necessary or
desirable; d. the Class B Limited Partner has been given an adequate
opportunity to ask questions of and receive answers from the officers of the
General Partner with respect to the Trust, the Partnership, the Partnership
Agreement, the Registration Rights Agreement and the TRO transaction described
in the Proxy Statement; e. the Class B Limited Partner understands that the
sale or transfer of Class B Units issued to the Class B Limited Partner are
restricted and the Class B Limited Partner cannot sell or transfer the Class B
Units without the consent of the General Partner (unless waived by such General
Partner), except as provided in the Partnership Agreement; the requirement that
if the Class B Limited Partner desires to sell or transfer Class B Units, the
Class B Limited Partner must furnish an opinion of counsel that any such
proposed sale or transfer will not violate federal or state securities laws; and
that there will be no public market for Class B Units; f. the Class B Limited
Partner understands that the consummation of the transactions contemplated
hereby and/or the sale or refinancing of the Magnolia Mall and/or the redemption
of the Class B Units for cash or shares of the Trust may cause the Class B
Limited Partner to incur taxable income or gain; g. the Class B Limited Partner
understands that the Class B Units and shares of the Trust which may be issued
at the option of the Trust upon the redemption of the Class B Units will not be
registered under the Securities Act of 1933, as amended, and, therefore, cannot
be sold unless such resale is registered under such Act or an exemption from
registration is available; h. the Class B Limited Partner has knowledge and
experience in business and financial matters, is capable of evaluating and has
evaluated the merits and risks of the Class B Limited Partner's investment in
the Class B Units and understands that it must bear the economic risks of its
investment for an indefinite period of time; and i. the Class B Limited Partner
is acquiring the Class B Units for its own account, not on behalf of other
persons, and for investment purposes only and not with a view to the resale or
distribution thereof.
3. Acknowledgement.
a. The Class B Limited Partner acknowledges that the
exemption from registration under federal and applicable state securities laws
of the issuance of the Class B Units to the Class B Limited Partner is
dependent, in part, on the representations, warranties, agreements and
acknowledgments contained herein being true and correct and that, after such
consultation with counsel to the extent the Class B Limited Partner has deemed
necessary, the Class B Limited Partner understands the meaning of the foregoing
representations, warranties, agreements and acknowledgements.
b. The Class B Limited Partner hereby acknowledges that its
right to dispose of the Class B Units is subject to significant restrictions set
forth in the Partnership Agreement, including, without limitation, the
requirement to obtain the consent of the General Partner (unless waived by the
General Partner), except as provided in the Partnership Agreement.
4. Bound by Partnership Agreement. By executing the attached
signature page, the Class B Limited Partner agrees to be bound by all of the
terms and provisions of the Partnership Agreement of PREIT Associates, L.P.
dated as of September 30, 1997 (the "Partnership Agreement"), to which this
signature page will be attached, including, without limitation, Section 16.13
(Power of Attorney) thereof.
IN WITNESS WHEREOF, the undersigned has executed this
Subscription Agreement on and as of the date set forth above.
CLASS B LIMITED PARTNER SIGNATURE PAGE
CLASS B LIMITED PARTNER:
FLORENCE MALL PARTNERS, an Illinois limited
partnership, a member
By Samuel Zell Robert Lurie General
Partners, an Illinois general
partnership, its General Partner
By Zell General Partnership, Inc., its
General Partner
By See Attached
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Name:
Title:
ACCREDITED INVESTOR
Please check below the reason the Class B Limited Partner
believes that the Class B Limited Partner is an Accredited Investor:
A corporation, business trust or partnership not formed for
the specific purpose of acquiring Class B Units with total
assets in excess of $5 million. [X]
A person whose individual net worth, or joint net worth with his or her
spouse, at the time of the execution hereof, exceeds $1 million. [ ]
A person who has an individual income in excess of $200,000 in each of the two
most recent years, or joint income with his or her spouse in excess of
$300,000 in each of those years and has a reasonable expectation of reaching
the same income level in the current year. [ ]
A trust with total assets in excess of $5 million, not formed for the specific
purpose of acquiring the Class B Units, whose purpose is directed by a
sophisticated person who has such knowledge and experience in financial and
business matters that such person is capable of evaluating the merits and
risks of investing in the Class B Units. [ ]
An entity in which all of the equity owners are Accredited Investors. [ ]
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Name and Principal
Legal Address of Social Security No. or EIN No. of
Class B Limited Partner of Class B Limited Partner Class B Units
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Florence Mall Partners, an 36-304991 213,038
Illinois limited partnership
2 North Riverside Plaza,
Suite 1000
Chicago, Illinois 60606
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ACCEPTANCE BY THE GENERAL PARTNER
The General Partner hereby accepts the subscription by the Class B
Limited Partner on behalf of the Partnership.
GENERAL PARTNER:
Pennsylvania Real Estate Investment Trust
By /s/ Jeffrey A. Linn
------------------------
Name:
Dated: September 30, 199 Title:
Florence Mall Partners, an Illinois General
Partnership, its general partner
By: Samuel Zell Robert Lurie General
Partners, an Illinois general
partnership, its general partner
By: Zell General Partnership, Inc.,
its General Partner
By: /s/ Donald J. Lieberfritt
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Name: Donald J. Lieberfritt
Title: Vice President