Exhibit 10.1
Execution Version
THIRD AMENDMENT TO AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT
This THIRD AMENDMENT TO AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT (this Amendment) dated as of December 4, 2023
by and among PREIT ASSOCIATES, L.P., a Delaware limited partnership (PREIT), PREIT-RUBIN, INC., a Pennsylvania corporation (PREIT-RUBIN), PENNSYLVANIA REAL ESTATE INVESTMENT TRUST, a Pennsylvania business trust
(the Parent; together with PREIT and PREIT-RUBIN, each individually, a Borrower and collectively, the Borrower), each of the Lenders party hereto and WILMINGTON SAVINGS FUND SOCIETY, FSB, as
administrative agent (the Administrative Agent).
W I T N E S S E T H:
WHEREAS, the Borrower, the financial institutions from time to time party thereto as Lenders and the Administrative Agent, are parties to that
certain Amended and Restated First Lien Credit Agreement, dated as of December 10, 2020 (as amended by that certain Agency Resignation, Appointment, Acceptance and Waiver Agreement, dated as of April 13, 2021 among Wells Fargo Bank,
National Association, as resigning administrative agent, the Administrative Agent, as the successor administrative agent, the Borrower and the lenders party thereto, that certain First Amendment to Amended and Restated First Lien Credit Agreement,
dated as of May 12, 2023 and that Second Amendment to Amended and Restated First Lien Credit Agreement, dated as of September 27, 2023, and as further amended, amended and restated, supplemented or otherwise modified from time to time
prior to the date hereof, the Existing Credit Agreement as amended by this Agreement, the Amended Credit Agreement);
WHEREAS, the Borrower has requested that the Existing Credit Agreement be amended as set forth below, subject to the terms and conditions
specified in this Amendment; and
WHEREAS, the parties hereto are willing to amend the Existing Credit Agreement on the terms set forth
herein.
NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto
agree as follows:
Section 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to
such terms in the Amended Credit Agreement referred to below. Section 1.2 of the Amended Credit Agreement is incorporated herein by reference, mutatis mutandis.
Section 2. Revolver Loans. Effective as of the Third Amendment Effective Date (as defined in Section 4
below):
(a) The Revolving Lenders party hereto, constituting Super Majority Revolving Lenders, hereby consent to the use of cash of the
Loan Parties, including proceeds of Revolving Loans, in an amount not to exceed $15,000,000, in the aggregate during the Revolving Term, (any such borrowing, a Cherry Hill Borrowing) to be used to make payments on property
level Indebtedness secured by a mortgage on Cherry Hill Mall, notwithstanding the terms of the Credit Agreement, but subject to payment of the Specified Payment (as defined below) in respect of any Cherry Hill Borrowing.