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FORM OF REVOLVING NOTE
$______________ December 29, 2000
FOR VALUE RECEIVED, the undersigned, PREIT ASSOCIATES, L.P, a Delaware
limited partnership (the "Borrower") hereby unconditionally promises to pay to
the order of ___________________________ (the "Lender"), in care of Wells Fargo
Bank, National Association, as Agent (the "Agent"), to Wells Fargo Bank,
National Association, 2120 E. Park Place, Suite 100, El Segundo, California
90245 or at such other address as may be specified by the Agent to the Borrower,
the principal sum of ___________________ AND ___/100 DOLLARS ($_____________),
or such lesser amount as may be the then outstanding and unpaid balance of all
Revolving Loans or the Term Loan made by the Lender to the Borrower pursuant to,
and in accordance with the terms of, the Credit Agreement.
The Borrower further agrees to pay interest at said office, in like
money, on the unpaid principal amount owing hereunder from time to time on the
dates and at the rates and at the times specified in the Credit Agreement.
This Revolving Note is one of the "Revolving Notes" referred to in that
Credit Agreement dated as of December 28, 2000 (as amended, restated,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
by and among the Borrower, Pennsylvania Real Estate Investment Trust, each
Subsidiary Borrower a party thereto, the financial institutions party thereto
and their assignees under Section 13.5 thereof and the Agent, and is subject to,
and entitled to, all provisions and benefits thereof. Capitalized terms used
herein and not defined herein shall have the respective meanings given to such
terms in the Credit Agreement. The Credit Agreement, among other things, (a)
provides for the making of Revolving Loans by the Lender to the Borrower from
time to time in an aggregate amount not to exceed at any time outstanding the
Dollar amount first above mentioned, (b) permits the prepayment of the Revolving
Loans and Term Loans by the Borrower subject to certain terms and conditions and
(c) provides for the acceleration of the Revolving Loans and Term Loans upon the
occurrence of certain specified events.
The Borrower hereby waives presentment, demand, protest and notice of
any kind. No failure to exercise, and no delay in exercising any rights
hereunder on the part of the holder hereof shall operate as a waiver of such
rights.
Time is of the essence for this Note.
THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE COMMONWEALTH OF PENNSYLVANIA APPLICABLE TO CONTRACTS EXECUTED, AND
TO BE FULLY PERFORMED, IN SUCH COMMONWEALTH.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the undersigned has executed and delivered this
Note under seal as of the date written above.
PREIT ASSOCIATES, L.P.
By: Pennsylvania Real Estate Investment Trust,
its general partner
By:________________________________
Name:_____________________________________
Title:____________________________________
[SEAL]
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