Item 1.01 Entry into a Material Definitive Agreement.
On
“Company”) investment in a student housing complex,
a direct, wholly-owned subsidiary of the Company (“ARF”) entered into guaranties
related to a
the Company has a membership interest. Pursuant to the Guaranty Agreement, dated
as of
the “Guarantors”) for the benefit of
“Lender”), the Guarantors provided limited (“bad boy”) guaranties to the Lender
pursuant to the
Drive East, LLC
Lender (“Loan Agreement”) until the earlier of the payment in full of the
indebtedness or the date of a sale of the property pursuant to a foreclosure of
the mortgage or deed or other transfer in lieu of foreclosure is accepted by the
Lender.
On
Agreement for the benefit of the Lender to guaranty the timely completion of the
project in accordance with the Loan Agreement, as well as a Carry Guaranty
Agreement, for the benefit of the Lender to guaranty the prompt and
unconditional payment by Borrower of all customary or necessary costs and
expenses incurred in connection with the operation, maintenance and management
of the property and an Environmental Indemnity Agreement jointly and severally
in favor of the Lender whereby the Guarantors serving as Indemnitors provided
environmental representations and warranties, covenants and indemnification
(collectively the “Guaranties”). The Guaranties include certain financial
covenants required of ARF, including required net worth and liquidity
requirements.
The foregoing description of the Guaranty Agreement, the Completion Guaranty
Agreement, the Carry Guaranty Agreement and the Environmental Indemnity
Agreement are only summaries, do not purport to be complete and are qualified in
their entirety by reference to the full text of such agreements, which are filed
as Exhibits 10.1, 10.2, 10.3 and 10.4 hereto and are incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. 10.1 Guaranty Agreement executedJanuary 24, 2023 byJason Pollack ,Frank Dellaglio andACRES Realty Funding, Inc. for the benefit ofOceanview Life and Annuity Company 10.2 Completion Guaranty Agreement executedJanuary 24, 2023 byJason Pollack ,Frank Dellaglio andACRES Realty Funding, Inc. for the benefit ofOceanview Life and Annuity Company 10.3 Carry Guaranty Agreement executedJanuary 24, 2023 byJason Pollack ,Frank Dellaglio andACRES Realty Funding, Inc. for the benefit ofOceanview Life and Annuity Company 10.4 Environmental Indemnity Agreement executedJanuary 24, 2023 byJason Pollack ,Frank Dellaglio andACRES Realty Funding, Inc. in favor ofOceanview Life and Annuity Company 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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Item 1.01 Entry into a Material Definitive Agreement.
On
which are subsidiaries of
“Trust”) that own
which is the guarantor under the Notes (as defined below), and New York Life
Insurance Company and
are the lenders under the loans that are evidenced by the Notes (the “Lenders”),
entered into a Second Loan Extension and Modification Agreement (the “Second
Extension and Modification Agreement”) to that certain (i)
promissory note with New York Life Insurance Company dated
(ii)
Association of America
Extension and Modification Agreement extended the maturity date of the Notes
from
of the Second Extension and Modification Agreement and effectuate the extension
of the maturity date of the Notes, the Borrowers paid an extension fee of
the Second Extension and Modification Agreement, among other terms and
conditions.
The Second Extension and Modification agreement also includes an option for the
Borrowers to further extend the maturity date of the Notes to
(i) an additional
is paid down on each of the monthly payment dates occurring in
respect to the Notes and (iii) the maturity date of the Trust’s two secured
credit agreements are extended to
conditions.
The foregoing description of the Second Extension and Modification Agreement is
qualified in its entirety by reference to the full text of the Second Extension
and Modification Agreement, which will be filed as an exhibit to the Trust’s
Quarterly Report on Form 10-Q to be filed for the quarter ended
2022
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PENNSYLVANIA REAL ESTATE INVESTMENT TRUST
Date: November 4, 2022 By: /s/ Lisa M. Most
Lisa M. Most
Executive Vice President, Secretary
and General Counsel
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