CREDIT AGREEMENT Dated as of December 18, 2013 among PHILLIPS EDISON – ARC SHOPPING CENTER OPERATING PARTNERSHIP, L.P. as the Borrower,Credit Agreement • March 13th, 2014 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts • New York
This CREDIT AGREEMENT is entered into as of December 18, 2013 among PHILLIPS EDISON – ARC SHOPPING CENTER OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”), PHILLIPS EDISON – ARC SHOPPING CENTER REIT INC. (or its successors as permitted hereunder), the other Guarantors (defined herein), the Lenders (defined herein) and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 21st, 2021 • Phillips Edison & Company, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the _____ day of _________, 20__, by and between Phillips Edison & Company, Inc., a Maryland corporation (the “Company”), and ________________________ (“Indemnitee”).
Third Amended and Restated Advisory Agreement between Phillips Edison – ARC Shopping Center REIT Inc. and American Realty Capital II Advisors, LLC July 1, 2010Advisory Agreement • July 2nd, 2010 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts • New York
This Second Amended and Restated Advisory Agreement, dated as of July 1, 2010 (this “Agreement”), is between Phillips Edison – ARC Shopping Center REIT Inc., a Maryland corporation (the “Company”), and American Realty Capital II Advisors, LLC, a Delaware limited liability company (the “Advisor”).
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 21st, 2022 • Phillips Edison & Company, Inc. • Real estate investment trusts • New York
This AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of November 16, 2018 among PHILLIPS EDISON GROCERY CENTER OPERATING PARTNERSHIP I, L.P., a Delaware limited partnership (the “Borrower”), PHILLIPS EDISON & COMPANY, INC. (f/k/a PHILLIPS EDISON GROCERY CENTER REIT I, INC.) (or its successors as permitted hereunder, the “Parent Entity”), the other Guarantors (defined herein), the Lenders (defined herein), BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer and the other Swing Line Lenders and L/C Issuers.
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PHILLIPS EDISON – ARC SHOPPING CENTER OPERATING PARTNERSHIP, L.P. Dated as of December 1, 2014Phillips Edison Grocery Center Reit I, Inc. • March 9th, 2015 • Real estate investment trusts • Delaware
ContractCredit Agreement • August 2nd, 2023 • Phillips Edison & Company, Inc. • Real estate investment trusts • New York
PHILLIPS EDISON GROCERY CENTER OPERATING PARTNERSHIP I, L.P. INDENTURE Dated as of _______________, 20__ TrusteeIndenture • August 25th, 2021 • Phillips Edison & Company, Inc. • Real estate investment trusts • New York
Indenture, dated as of _______________, 20__, among PHILLIPS EDISON GROCERY CENTER OPERATING PARTNERSHIP I, L.P., a Delaware limited partnership (the “Company”), the Guarantors (as defined herein) party hereto and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).
Phillips Edison – ARC Shopping Center REIT Inc. UP TO 180,000,000 SHARES OF COMMON STOCK SECOND AMENDED AND RESTATED EXCLUSIVE DEALER MANAGER AGREEMENT September 17, 2010Exclusive Dealer Manager Agreement • September 21st, 2010 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts • New York
Phillips Edison – ARC Shopping Center REIT Inc. (the “Company”) is a Maryland corporation that intends to qualify to be taxed as a real estate investment trust (a “REIT”) for federal income tax purposes beginning with the taxable year ending December 31, 2010, or the first year during which the Company begins material operations. The Company proposes to offer (a) up to 150,000,000 shares of common stock, $.01 par value per share (the “Shares”), for a purchase price of $10.00 per Share, with a minimum initial investment of $2,500, in the primary offering (the “Primary Offering”), and (b) up to 30,000,000 Shares for a purchase price of $9.50 per Share for issuance through the Company’s distribution reinvestment program (the “DRP” and together with the Primary Offering, the “Offering”) (subject to the right of the Company to reallocate such Shares between the Primary Offering and the DRP), all upon the other terms and subject to the conditions set forth in the Prospectus (as defined in Se
ContractCredit Agreement • August 2nd, 2023 • Phillips Edison & Company, Inc. • Real estate investment trusts • New York
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 20th, 2022 • Phillips Edison & Company, Inc. • Real estate investment trusts • New York
This CREDIT AGREEMENT is entered into as of July 2, 2021 among PHILLIPS EDISON GROCERY CENTER OPERATING PARTNERSHIP I, L.P., a Delaware limited partnership (the “Borrower”), PHILLIPS EDISON & COMPANY, INC. (or its successors as permitted hereunder, the “Parent Entity”), the other Guarantors (defined herein), the Lenders (defined herein), PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and L/C Issuer and the other Swing Line Lenders and L/C Issuers.
To: John CaulfieldPhillips Edison & Company, Inc. • August 12th, 2019 • Real estate investment trusts
This letter agreement (the “Participation Agreement”) will confirm that you have been selected to participate in the Phillips Edison & Company, Inc. Executive Severance and Change in Control Plan (the “Plan”) as a Participant (as defined in the Plan). Your participation in the Plan and the terms of any severance benefits payable thereunder are governed by the terms and conditions set forth in the formal plan document, a copy of which has been provided to you. Note that the terms of the Plan, as well as your right to participate in the Plan, may be amended or terminated at any time, subject to certain exceptions as set forth in the Plan.
Loan AgreementLoan Agreement • February 1st, 2012 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts
THIS LOAN AGREEMENT (the “Agreement”), is entered into as of December 29, 2011, between CURETON STATION LLC, a Delaware limited liability company (the “Borrower”), with an address at 11501 Northlake Drive, Cincinnati, Ohio 45249, and PNC BANK, NATIONAL ASSOCIATION (the “Bank”), with an address at 201 East Fifth Street, Cincinnati, Ohio 45202.
TIME-BASED LTIP UNIT AWARD AGREEMENTLtip Unit Award Agreement • March 4th, 2022 • Phillips Edison & Company, Inc. • Real estate investment trusts • Maryland
Pursuant to the Phillips Edison & Company, Inc. 2020 Omnibus Incentive Plan (the “Plan”), and the Fourth Amended and Restated Limited Partnership Agreement, as amended (the “LP Agreement”), of Phillips Edison Grocery Center Operating Partnership I, L.P. (the “Partnership”), Phillips Edison & Company, Inc. (the “Company”), through its wholly owned subsidiary, Phillips Edison Grocery Center OP GP I LLC, as general partner of the Partnership, hereby grants an award of the number of Class B Units (as defined in the LP Agreement, hereinafter, “LTIP Units”) set forth on Exhibit A hereto (an “Award”) to the Grantee set forth on Exhibit A having the rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption and conversion set forth herein and in the LP Agreement. Capitalized terms in this award agreement (this “Agreement”) shall have the meaning specified in the Plan, unless a different meaning is specified herein.
Fourth Amended and Restated Advisory Agreement between Phillips Edison – ARC Shopping Center REIT Inc. and American Realty Capital II Advisors, LLC September 17, 2010Advisory Agreement • September 17th, 2010 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts • New York
This Fourth Amended and Restated Advisory Agreement, dated as of September 17, 2010 (this “Agreement”), is between Phillips Edison – ARC Shopping Center REIT Inc., a Maryland corporation (the “Company”), and American Realty Capital II Advisors, LLC, a Delaware limited liability company (the “Advisor”).
Revolving Term NotePhillips Edison - ARC Shopping Center REIT Inc. • February 1st, 2012 • Real estate investment trusts
FOR VALUE RECEIVED, CURETON STATION LLC, a Delaware limited liability company (the “Borrower”), with an address at 11501 Northlake, Cincinnati, Ohio 45249, promises to pay to the order of PNC BANK, NATIONAL ASSOCIATION (the “Bank”), in lawful money of the United States of America in immediately available funds at its offices located at 201 East Fifth Street, Cincinnati, Ohio 45202, or at such other location as the Bank may designate from time to time, the principal sum of NINE MILLION AND 00/100 DOLLARS ($9,000,000.00) (the “Facility”) or such lesser amount as may be advanced to or for the benefit of the Borrower hereunder, together with interest accruing on the outstanding principal balance from the date hereof, all as provided below.
MASTER PROPERTY MANAGEMENT, LEASING AND CONSTRUCTION MANAGEMENT AGREEMENTAnd Construction Management Agreement • July 28th, 2010 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts • Ohio
THIS MASTER PROPERTY, LEASING AND CONSTRUCTION MANAGEMENT AGREEMENT (“Agreement”) is made and entered into as of July 27, 2010, by and among PHILLIPS EDISON – ARC SHOPPING CENTER REIT INC., a Maryland corporation (“REIT”), PHILLIPS EDISON – ARC SHOPPING CENTER OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“OP”), and PHILLIPS EDISON & COMPANY LTD., an Ohio limited liability company (“PECO”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 21st, 2022 • Phillips Edison & Company, Inc. • Real estate investment trusts • New York
This CREDIT AGREEMENT is entered into as of October 4, 2017 among PHILLIPS EDISON GROCERY CENTER OPERATING PARTNERSHIP I, L.P., a Delaware limited partnership (the “Borrower”), PHILLIPS EDISON & COMPANY, INC (f/k/a PHILLIPS EDISON GROCERY CENTER REIT I, INC.) (or its successors as permitted hereunder), the other Guarantors (defined herein), the Lenders (defined herein) and KEYBANK NATIONAL ASSOCIATION, as Administrative Agent.
FORM OF SUBSCRIPTION ESCROW AGREEMENTForm of Subscription Escrow Agreement • April 12th, 2010 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts • New York
Initial Fees as they relate to Wells Fargo Bank acting in the capacity of Escrow Agent – includes review of the Escrow Agreement; acceptance of the Escrow appointment; setting up of Escrow Account(s) and accounting records; and coordination of receipt of funds for deposit to the Escrow Account(s).
TAX PROTECTION AGREEMENTTax Protection Agreement • July 19th, 2021 • Phillips Edison & Company, Inc. • Real estate investment trusts • Delaware
This TAX PROTECTION AGREEMENT (this “Agreement”) is entered into as of July 19, 2021 (the “Signing Date”), by and among Phillips Edison & Company, Inc., a Maryland corporation (the “REIT”), Phillips Edison Grocery Center Operating Partnership I, L.P., a Delaware limited partnership (the “Operating Partnership”), Jeffrey S. Edison (“Edison”), Devin I. Murphy (“Murphy”), Robert F. Myers (“Myers”) and each other signatory hereto identified as a Protected Partner on Schedule I, as amended from time to time.
Restricted Stock AgreementRestricted Stock Agreement • August 3rd, 2016 • Phillips Edison Grocery Center Reit I, Inc. • Real estate investment trusts • Maryland
This Restricted Stock Agreement (the “Agreement”) evidences the award of ____shares of Restricted Stock (each, an “Award Share,” and collectively, the “Award Shares”) of the Stock (as adjusted pursuant to Article 9 of the Plan) of Phillips Edison Grocery Center REIT I, Inc., a Maryland corporation (the “Company”), to [Name] (“you”). This award was approved by the Conflicts Committee of the Company’s Board of Directors on August 2, 2016, with an effective date of grant as of August 5, 2016, provided you are providing services as an independent director to the Company on such date (the “Grant Date”). This grant was made pursuant to the Phillips Edison Grocery Center REIT I, Inc. Amended and Restated 2010 Independent Director Plan (the “Plan”), and, in addition to being conditioned on your service as of the Grant Date, is also conditioned upon your agreement to the terms described below. All of the provisions of the Plan are expressly incorporated into this Agreement. This Agreement repre
Limited Guaranty AgreementLimited Guaranty Agreement • February 1st, 2012 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts
THIS LIMITED GUARANTY AGREEMENT (this “Guaranty”) is made effective as of the 29th day of December, 2011, by PECO-ARC INSTITUTIONAL REIT LLC, a Delaware limited liability company (the “Guarantor”), with an address at 11501 Northlake Drive, Cincinnati, Ohio 45247, in consideration of the extension of credit by PNC BANK, NATIONAL ASSOCIATION, (the “Bank”), with an address at 201 East Fifth Street, Cincinnati, Ohio 45202, to CURETON STATION LLC, a Delaware limited liability company (the “Borrower”), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.
FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PHILLIPS EDISON GROCERY CENTER OPERATING PARTNERSHIP I, L.P.Agreement • March 30th, 2018 • Phillips Edison & Company, Inc. • Real estate investment trusts • Delaware
THIS FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PHILLIPS EDISON GROCERY CENTER OPERATING PARTNERSHIP, L.P. (this “Agreement”) dated as of March [ ], 2018, is entered into among PHILLIPS EDISON GROCERY CENTER OP GP I, LLC, a Delaware limited liability company, as general partner (the “General Partner”), PHILLIPS EDISON & COMPANY, INC. (f/k/a PHILLIPS EDISON GROCERY CENTER REIT I, INC.), a Maryland corporation, as Limited Partner (the “Initial Limited Partner) and the Limited Partners party hereto from time to time.
SHOPPING CENTER PURCHASE AGREEMENTShopping Center Purchase Agreement • April 17th, 2012 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts
THIS SHOPPING CENTER PURCHASE AGREEMENT (“Agreement”) is made as of the Effective Date (as defined below) by and between TRAMWAY CROSSING, LLC, a North Carolina limited liability company (“Seller”), and THE PHILLIPS EDISON GROUP LLC, an Ohio limited liability company (“Purchaser”).
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PHILLIPS EDISON – ARC SHOPPING CENTER OPERATING PARTNERSHIP, L.P. Dated as of February 4, 2013Amended and Restated Agreement • March 7th, 2013 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts • Delaware
PHILLIPS EDISON & COMPANY, INC.Performance Ltip Unit • March 13th, 2019 • Phillips Edison & Company, Inc. • Real estate investment trusts • Maryland
This 2019 Performance LTIP Unit Award Agreement is made as of the date set forth above between Phillips Edison & Company, Inc., a Maryland corporation (the “Company”), its subsidiary Phillips Edison Grocery Center Operating Partnership I, L.P., a Delaware limited partnership and the entity through which the Company conducts substantially all of its operations (the “Partnership”), and the Grantee set forth above.
Advisory Agreement between Phillips Edison – ARC Shopping Center REIT Inc. and American Realty Capital II Advisors, LLC July 1, 2011Advisory Agreement • July 29th, 2011 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts • New York
This Advisory Agreement, dated as of July 1, 2011 (this “Agreement”), is between Phillips Edison – ARC Shopping Center REIT Inc., a Maryland corporation (the “Company”), and American Realty Capital II Advisors, LLC, a Delaware limited liability company (the “Advisor”).
LOAN AGREEMENT between Snowview Station LLC and Wells Fargo Bank, National Association Entered into as of December 15, 2010Loan Agreement • March 10th, 2011 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts • Ohio
THIS LOAN AGREEMENT (“Agreement”) is entered into as of December 15, 2010, by and between SNOWVIEW STATION LLC, a Delaware limited liability company (“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”).
17,000,000 Shares PHILLIPS EDISON & COMPANY, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • July 19th, 2021 • Phillips Edison & Company, Inc. • Real estate investment trusts • New York
Phillips Edison & Company, Inc., a Maryland corporation (the “Company”), and Phillips Edison Grocery Center Operating Partnership I, L.P., a Delaware limited partnership (the “Operating Partnership” and, together with the Company, the “Transaction Entities”), propose, subject to the conditions set forth in this agreement (this “Agreement”), that the Company issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) 17,000,000 shares of its common stock, par value $0.01 per share (the “Firm Shares”). The Company also proposes to issue and sell to the several Underwriters not more than an additional 2,550,000 shares of its common stock, par value $0.01 per share (the “Additional Shares”), if and to the extent that Morgan Stanley & Co. LLC, BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the offering (collectively, the “Representatives”), shall have determined to exercise, on behalf of the Underwriters, the right to purchase such
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 19th, 2018 • Phillips Edison & Company, Inc. • Real estate investment trusts • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of November 16, 2018 (this “Amendment”), is entered into among Phillips Edison Grocery Center Operating Partnership I, L.P., a Delaware limited partnership (the “Borrower”), Phillips Edison & Company, Inc. (f/k/a Phillips Edison Grocery Center REIT I, Inc.), a Maryland corporation (the “Parent Entity”), the Lenders party hereto and KeyBank National Association, as Administrative Agent (in such capacity, the “Administrative Agent”).
AMENDED AND RESTATED MASTER PROPERTY MANAGEMENT, LEASING AND CONSTRUCTION MANAGEMENT AGREEMENTLeasing and Construction Management Agreement • August 7th, 2014 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts • Ohio
THIS AMENDED AND RESTATED MASTER PROPERTY, LEASING AND CONSTRUCTION MANAGEMENT AGREEMENT (“Agreement”) is made and entered into as of June 1, 2014, by and among PHILLIPS EDISON – ARC SHOPPING CENTER REIT INC., a Maryland corporation (“REIT”), PHILLIPS EDISON – ARC SHOPPING CENTER OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“OP”), and PHILLIPS EDISON & COMPANY LTD., an Ohio limited liability company (“PECO”).
PHILLIPS EDISON GROCERY CENTER REIT I, INC. DEFA 14APhillips Edison Grocery Center Reit I, Inc. • May 26th, 2017 • Real estate investment trusts
On May 18, 2017, Phillips Edison Grocery Center REIT I, Inc. (“PECO I”) entered into an agreement with Phillips Edison Limited Partnership (“PELP”), to acquire certain real estate assets and the third-party asset management business of PELP, its sponsor and external advisor. The closing of the acquisition is expected to occur in the fourth quarter of 2017, subject to, among other items, the approval of PECO I stockholders, regulatory approvals and other customary closing conditions. Although not required by law or under the governing documents of PECO I or PELP, both companies intend to obtain an investor vote to approve the proposed acquisition.
PHILLIPS EDISON & COMPANY, INC. COMMON STOCK, PAR VALUE $0.01 PER SHARE SALES AGREEMENTSales Agreement • February 13th, 2024 • Phillips Edison & Company, Inc. • Real estate investment trusts • New York
The purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between [DEALER NAME] (“Dealer”) and Phillips Edison & Company, Inc., a Maryland corporation (“Counterparty”) on the Trade Date specified below (the “Transaction”) in accordance with and subject to the terms of the Sales Agreement dated as of February 12, 2024 between Counterparty and its subsidiary Phillips Edison Grocery Center Operating Partnership I, L.P., a Delaware limited partnership and each of (i) Morgan Stanley & Co. LLC, BMO Capital Markets Corp., BofA Securities, Inc., BTIG, LLC, Capital One Securities, Inc., Citigroup Global Markets Inc., Fifth Third Securities, Inc., Goldman Sachs & Co. LLC, Jefferies LLC, J.P. Morgan Securities LLC, KeyBanc Capital Markets Inc., Mizuho Securities USA LLC, Regions Securities LLC, Wedbush Securities Inc. and Wells Fargo Securities, LLC, as sales agent, forward seller (except with respect to BTIG, LLC) and/or principal, and Nomura Sec
AMENDMENT TO 2019 PERFORMANCE LTIP UNIT AWARD AGREEMENT2019 Performance Ltip Unit • March 12th, 2020 • Phillips Edison & Company, Inc. • Real estate investment trusts • Maryland
This Amendment to the 2019 Performance LTIP Unit Award Agreement (this “Amendment”) is made as of March 11, 2020 by and among Phillips Edison & Company, Inc., a Maryland corporation (the “Company”), its subsidiary Phillips Edison Grocery Center Operating Partnership I, L.P., a Delaware limited partnership and the entity through which the Company conducts substantially all of its operations (the “Partnership”), and Devin I. Murphy (the “Grantee”). Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed thereto in the Agreement (as defined below).
PERFORMANCE LTIP UNIT AWARD AGREEMENTPerformance Ltip Unit Award Agreement • March 4th, 2022 • Phillips Edison & Company, Inc. • Real estate investment trusts • Maryland
registered under the Securities Act or state securities laws by reason of a specific exemption or exemptions from registration under the Securities Act and applicable state securities laws and, if such LTIP Units or OP Units are represented by certificates, such certificates will bear a legend to such effect, (B) the reliance by the Partnership and the Company on such exemptions is predicated in part on the accuracy and completeness of the representations and warranties of the Grantee contained herein, (C) such LTIP Units, or OP Units, therefore, cannot be resold unless registered under the Securities Act and applicable state securities laws, or unless an exemption from registration is available, (D) there is no public market for such LTIP Units and OP Units and (E) neither the Partnership nor the Company has any obligation or intention to register such LTIP Units or the OP Units issuable upon conversion of the LTIP Units under the Securities Act or any state securities laws or to take
Fourth Amended and Restated Sub-advisory Agreement between American Realty Capital II Advisors, LLC and Phillips Edison NTR LLC February 4, 2013Sub-Advisory Agreement • March 7th, 2013 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts • New York
