CREDIT AGREEMENT Dated as of March 30, 2017 among PHILLIPS EDISON GROCERY CENTER OPERATING PARTNERSHIP III, L.P. as the Borrower, PHILLIPS EDISON GROCERY CENTER REIT III INC. as the Parent Entity CERTAIN SUBSIDIARIES OF THE PARENT ENTITY, as the...Credit Agreement • May 12th, 2017 • Phillips Edison Grocery Center REIT III, Inc. • Real estate investment trusts • New York
This CREDIT AGREEMENT is entered into as of March 30, 2017 among PHILLIPS EDISON GROCERY CENTER OPERATING PARTNERSHIP III, L.P., a Delaware limited partnership (the “Borrower”), PHILLIPS EDISON GROCERY CENTER REIT III INC. (or its successors as permitted hereunder), the other Guarantors (defined herein), the Lenders (defined herein) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swing Line Lender and L/C Issuer.
AGREEMENT OF LIMITED PARTNERSHIP OF PHILLIPS EDISON GROCERY CENTER OPERATING PARTNERSHIP III, L.P. Dated as of October 5, 2016Phillips Edison Grocery Center REIT III, Inc. • May 12th, 2017 • Real estate investment trusts • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF PHILLIPS EDISON GROCERY CENTER OPERATING PARTNERSHIP III, L.P. (this “Agreement”) dated as of October 5, 2016, is entered into among Phillips Edison Grocery Center OP GP III, LLC, a Delaware limited liability company, as general partner (the “General Partner”), PHILLIPS EDISON GROCERY CENTER REIT III, INC., a Maryland corporation, as Limited Partner (the “Initial Limited Partner”), PECO-GRIFFIN REIT ADVISOR, LLC, a Delaware limited liability company (the “Special Limited Partner”), and the Limited Partners party hereto from time to time.
DEALER MANAGER AGREEMENTDealer Manager Agreement • May 16th, 2018 • Phillips Edison Grocery Center REIT III, Inc. • Real estate investment trusts • New York
Phillips Edison Grocery Center REIT III, Inc., a Maryland corporation (the “Company”), is registering for public sale a maximum of up to $1.7 billion in shares (the “Shares”) of its common stock, $0.01 par value per share (the “Offering”), to be issued and sold (consisting of up to $1.5 billion in any combination of Class T shares, to be offered in the primary portion of the Offering at an initial purchase price of $10.42 per share, Class I shares, to be offered in the primary portion of the Offering at an initial purchase price of $10.00 per share, and $0.2 billion in Class T and Class I shares to be offered pursuant to the Company’s distribution reinvestment plan at a purchase price of $9.80 per share, all upon the other terms and subject to the conditions set forth in the Prospectus (as defined in Section 1.1 below). The Company reserves the right to reallocate the Shares offered between the primary portion of the Offering and the distribution reinvestment plan, and among classes of
AMENDED AND RESTATED ADVISORY AGREEMENT BY AND AMONG PHILLIPS EDISON GROCERY CENTER REIT III, INC., PHILLIPS EDISON GROCERY CENTER OPERATING PARTNERSHIP III, L.P. AND PECO-GRIFFIN REIT ADVISOR, LLCAdvisory Agreement • May 16th, 2018 • Phillips Edison Grocery Center REIT III, Inc. • Real estate investment trusts • Delaware
PHILLIPS EDISON GROCERY CENTER REIT III, INC. UP TO $1.7 BILLION IN SHARES OF COMMON STOCK DEALER MANAGER AGREEMENTDealer Agreement • April 13th, 2018 • Phillips Edison Grocery Center REIT III, Inc. • Real estate investment trusts • New York
Phillips Edison Grocery Center REIT III, Inc., a Maryland corporation (the “Company”), is registering for public sale a maximum of up to $1.7 billion in shares (the “Shares”) of its common stock, $0.01 par value per share (the “Offering”), to be issued and sold (consisting of up to $1.5 billion in any combination of Class T shares, to be offered in the primary portion of the Offering at an initial purchase price of $10.42 per share, Class I shares, to be offered in the primary portion of the Offering at an initial purchase price of $10.00 per share, and $0.2 billion in Class T and Class I shares to be offered pursuant to the Company’s distribution reinvestment plan at a purchase price of $9.80 per share, all upon the other terms and subject to the conditions set forth in the Prospectus (as defined in Section 1.1 below). The Company reserves the right to reallocate the Shares offered between the primary portion of the Offering and the distribution reinvestment plan, and among classes of
MASTER SERVICES AGREEMENTMaster Services Agreement • March 13th, 2018 • Phillips Edison Grocery Center REIT III, Inc. • Real estate investment trusts • Ohio
THIS MASTER SERVICES AGREEMENT (“Agreement”) is made and entered into as of October 4, 2017, by and among PHILLIPS EDISON GROCERY CENTER OPERATING PARTNERSHIP III, L.P., a Delaware limited partnership (“Owner”), and PHILLIPS EDISON & COMPANY, LTD., an Ohio limited liability company (“Manager”).
MASTER PROPERTY MANAGEMENT AGREEMENTMaster Property Management Agreement • March 13th, 2018 • Phillips Edison Grocery Center REIT III, Inc. • Real estate investment trusts • Ohio
THIS MASTER PROPERTY MANAGEMENT AGREEMENT (“Agreement”) is made and entered into as of October 4, 2017, by and among PHILLIPS EDISON GROCERY CENTER OPERATING PARTNERSHIP III, L.P., a Delaware limited partnership (“Owner”), and PHILLIPS EDISON GROCERY CENTER OPERATING PARTNERSHIP I, L.P., a Delaware limited partnership (“Manager”).
CONTRIBUTION AGREEMENTContribution Agreement • March 15th, 2019 • Phillips Edison Grocery Center REIT III, Inc. • Real estate investment trusts • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of November 2, 2018 (the “Effective Date”) by and among PHILLIPS EDISON GROCERY CENTER OPERATING PARTNERSHIP III, L.P., a Delaware limited partnership (“Contributor”), and THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, a Wisconsin corporation (“NM”).
FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF PHILLIPS EDISON GROCERY CENTER OPERATING PARTNERSHIP III, L.P.Phillips Edison Grocery Center REIT III, Inc. • March 13th, 2018 • Real estate investment trusts
This FIRST AMENDMENT to the AGREEMENT OF LIMITED PARTNERSHIP OF PHILLPS EDISON GROCERY CENTER OPERATING PARTNERSHIP III, L.P. (this “Amendment”) is made effective as of _________, 2018 by Phillips Edison Grocery Center OP GP III, LLC, a Delaware limited liability company (the “General Partner”). Capitalized terms used but not defined herein will have the meanings ascribed to such terms in the Partnership Agreement (as defined below).
FIRST AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT OF PHILLIPS EDISON GROCERY CENTER REIT III, INC.Advisory Agreement • March 15th, 2019 • Phillips Edison Grocery Center REIT III, Inc. • Real estate investment trusts
This First Amendment (this “Amendment”) is made effective as of November 9, 2018, to the Amended and Restated Advisory Agreement (the “Advisory Agreement”), dated as of May 8, 2018, by and among Phillips Edison Grocery Center REIT III, Inc., a Maryland corporation (the “Company”), Phillips Edison Grocery Center Operating Partnership III, L.P., a Delaware limited partnership (the “Operating Partnership”), and PECO-Griffin REIT Advisor, LLC, a Delaware limited liability company (the “Advisor”). Capitalized terms used but not defined herein will have the meanings ascribed to such terms in the Advisory Agreement.
FIRST AMENDMENT TO SHOPPING CENTER PURCHASE AND SALE AGREEMENTShopping Center Purchase and Sale Agreement • March 13th, 2018 • Phillips Edison Grocery Center REIT III, Inc. • Real estate investment trusts
THIS FIRST AMENDMENT TO SHOPPING CENTER PURCHASE AND SALE AGREEMENT (“Amendment”) is made as of December 8, 2017 by and between RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited partnership (“Seller”), and THE PHILLIPS EDISON GROUP LLC, an Ohio limited liability company (“Purchaser”).
SHOPPING CENTER PURCHASE AND SALE AGREEMENTLease Agreement • March 13th, 2018 • Phillips Edison Grocery Center REIT III, Inc. • Real estate investment trusts
THIS SHOPPING CENTER PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of the 21st day of November, 2017 (the “Effective Date”), by and between RAMCO-GERSHENSON PROPERTIES, L.P., a Delaware limited partnership (“Seller”), with offices at 31500 Northwestern Highway, Suite 300, Farmington Hills, Michigan 48334 and THE PHILLIPS EDISON GROUP LLC, an Ohio limited liability company (“Purchaser”), with offices at 11501 Northlake Drive, Cincinnati, Ohio 45249.
ST CLOUD STATION LLC, as mortgagor To PHILLIPS EDISON LIMITED PARTNERSHIP, as mortgagee MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILINGSecurity Agreement and Fixture Filing • May 12th, 2017 • Phillips Edison Grocery Center REIT III, Inc. • Real estate investment trusts • New York
THIS MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING (“Security Instrument”) is made as of December 19, 2016, by ST CLOUD STATION LLC, a Delaware limited liability company, having an address at 11501 Northlake Drive, Cincinnati, Ohio 45249, as mortgagor (“Mortgagor”) for the benefit of PHILLIPS EDISON LIMITED PARTNERSHIP, a Delaware limited partnership, as mortgagee (“Mortgagee”).
MASTER PROPERTY MANAGEMENT, LEASING AND CONSTRUCTION MANAGEMENT AGREEMENTLeasing and Construction Management Agreement • May 12th, 2017 • Phillips Edison Grocery Center REIT III, Inc. • Real estate investment trusts • Ohio
THIS MASTER PROPERTY, LEASING AND CONSTRUCTION MANAGEMENT AGREEMENT (“Agreement”) is made and entered into as of October 5, 2016, by and among , a PHILLIPS EDISON GROCERY CENTER REIT III, INC., a Maryland corporation (“REIT”), PHILLIPS EDISON GROCERY CENTER OPERATING PARTNERSHIP III L.P., a Delaware limited partnership (“OP”), and PHILLIPS EDISON & COMPANY LTD., an Ohio limited liability company (“PECO”).
AMENDMENT to PROMISSORY NOTEPhillips Edison Grocery Center REIT III, Inc. • May 12th, 2017 • Real estate investment trusts
This AMENDMENT TO PROMISSORY Note has not been registered under the Securities Act of 1933, as amended, and may not be sold or otherwise transferred in the absence of such registration or an exemption therefrom under such Act. Furthermore, this Note may not be sold or otherwise transferred other than in compliance with Section 4.2 of thE ORIGINAL Note.
DEALER MANAGER AGREEMENTDealer Manager Agreement • May 12th, 2017 • Phillips Edison Grocery Center REIT III, Inc. • Real estate investment trusts • New York
Phillips Edison Grocery Center REIT III, Inc., a Maryland corporation (the “Company”) proposes that the Company issue and sell up to $220 million in Class A shares (the “Shares”) of its common stock, $0.01 par value per share, to “accredited investors,” as that term is defined in the Securities Act of 1933, as amended (the “Securities Act”) and Regulation D promulgated thereunder (the “Offering”). The Offering shall consist of up to $200 million in Shares to be offered in the primary portion of the Offering at an initial purchase price of $10.00 per share, and $20 million in Shares to be offered pursuant to the Company’s distribution reinvestment plan (the “DRP”) at a purchase price of $9.50 per share, all upon the other terms and subject to the conditions set forth in the Company’s Confidential Private Placement Memorandum dated October __, 2016 (as amended or supplemented from time to time, the “Private Placement Memorandum”). The Company reserves the right to reallocate the Shares o
LIMITED LIABILITY COMPANY AGREEMENT GROCERY RETAIL PARTNERS II LLCLimited Liability Company Agreement • March 15th, 2019 • Phillips Edison Grocery Center REIT III, Inc. • Real estate investment trusts • Delaware
REAL ESTATE PURCHASE AND SALE AGREEMENTReal Estate Purchase and Sale Agreement • May 12th, 2017 • Phillips Edison Grocery Center REIT III, Inc. • Real estate investment trusts
THIS REAL ESTATE PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of the 22nd day of November, 2016 (the “Effective Date”), by and between KRG ST. CLOUD 13TH, LLC, a Delaware limited liability company (“Seller”), with an office at 30 S. Meridian Street, Suite 1100, Indianapolis, Indiana 46204, and THE PHILLIPS EDISON GROUP LLC, an Ohio limited liability company (“Purchaser”), with an office at 11501 Northlake Drive, Cincinnati, Ohio 45249.
REAL ESTATE SALE AGREEMENT (Ashburn Farm Market Center)Real Estate Sale Agreement • March 15th, 2019 • Phillips Edison Grocery Center REIT III, Inc. • Real estate investment trusts
THIS AGREEMENT is made as of the 30th day of October 2018, between THE PHILLIPS EDISON GROUP LLC, an Ohio limited liability company (referred to herein as “Buyer”), and REGENCY REALTY GROUP, INC., a Florida corporation (referred to herein collectively as “Seller”).
ASSIGNMENT AND ASSUMPTION OF RIGHTS UNDER Real ES tate purchase and sale agreementAssignment and Assumption • May 12th, 2017 • Phillips Edison Grocery Center REIT III, Inc. • Real estate investment trusts
For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, THE PHILLIPS EDISON GROUP LLC, an Ohio limited liability company (“Assignor”), hereby assigns, transfers and sets over to ST CLOUD STATION LLC (“Assignee”), all of Assignor’s right, title, and interest as Purchaser in and to that certain Real Estate Purchase and Sale Agreement dated November 22, 2016, as same may have been or may be amended, including any addendum thereto (“Agreement”) with KRG St. Cloud 13th, LLC (“Seller”), as Seller, with respect to the land and improvements thereon known as Publix at St. Cloud located in St. Cloud, Florida, more particularly described in the Agreement, including, but not limited to, its right, title and interest in and to the Deposit (as defined in the Agreement).
FIRST AMENDMENT TO REAL ESTATE SALE AGREEMENTReal Estate Sale Agreement • March 15th, 2019 • Phillips Edison Grocery Center REIT III, Inc. • Real estate investment trusts
THIS FIRST AMENDMENT TO REAL ESTATE SALE AGREEMENT (“Amendment”) is made as of November 30, 2018 by and between REGENCY REALTY GROUP, INC., a Florida corporation (“Seller”), and THE PHILLIPS EDISON GROUP LLC, an Ohio limited liability company (“Buyer”).
SECOND AMENDMENT TO AMENDED AND RESTATED ADVISORY AGREEMENT OF PHILLIPS EDISON GROCERY CENTER REIT III, INC.Advisory Agreement • March 15th, 2019 • Phillips Edison Grocery Center REIT III, Inc. • Real estate investment trusts
This Second Amendment (this “Amendment”) dated as of May 8, 2019, to the Amended and Restated Advisory Agreement (the “Advisory Agreement”), dated as of May 8, 2018, by and among Phillips Edison Grocery Center REIT III, Inc., a Maryland corporation (the “Company”), Phillips Edison Grocery Center Operating Partnership III, L.P., a Delaware limited partnership (the “Operating Partnership”), and PECO-Griffin REIT Advisor, LLC, a Delaware limited liability company (the “Advisor”). Capitalized terms used but not defined herein will have the meanings ascribed to such terms in the Advisory Agreement.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • September 4th, 2019 • Phillips Edison Grocery Center REIT III, Inc. • Real estate investment trusts • Maryland
ASSIGNMENT AND ASSUMPTION OF RIGHTS UNDER ***shopping center purchase and sale agreementAssignment and Assumption • March 13th, 2018 • Phillips Edison Grocery Center REIT III, Inc. • Real estate investment trusts
Reference is made to the Shopping Center Purchase and Sale Agreement dated November 21, 2017, as amended (collectively, the “Agreement”) between the Phillips Edison Group LLC, an Ohio limited liability company (“Assignor”), as Purchaser, and Ramco-Gershenson Properties, L.P., a Delaware limited partnership, as Seller, with respect to the Rolling Meadows Shopping Center located in Rolling Meadows, Illinois. Capitalized terms used herein but not defined have the meanings set forth for the same in the Agreement. For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Assignor hereby assigns, transfers and sets over all of Assignor’s right, title, and interest as Purchaser under the Agreement (i) with respect to Lot 4 in the Rolling Meadows Shopping Center Subdivision of Lot 1 in Rolling Meadows Unit No. 4 and the land and improvements thereon (and $13,600,000.00 of the Purchase Price under the Agreement and $110,000.00 of the Deposit under the Agreem
THIRD AMENDMENT TO REAL ESTATE SALE AGREEMENTEstate Sale Agreement • March 15th, 2019 • Phillips Edison Grocery Center REIT III, Inc. • Real estate investment trusts
THIS THIRD AMENDMENT TO REAL ESTATE SALE AGREEMENT (“Third Amendment”) is made as of January 8, 2019, by and between THE PHILLIPS EDISON GROUP LLC, an Ohio limited liability company (“Buyer”), and REGENCY REALTY GROUP, INC., a Florida corporation (“Seller”).
ADVISORY AGREEMENT BY AND AMONG PHILLIPS EDISON GROCERY CENTER REIT III, INC., PHILLIPS EDISON GROCERY CENTER OPERATING PARTNERSHIP III, L.P. AND PECO-GRIFFIN REIT ADVISOR, LLC Dated October 5, 2016Advisory Agreement • May 12th, 2017 • Phillips Edison Grocery Center REIT III, Inc. • Real estate investment trusts • Delaware
THIS ADVISORY AGREEMENT, dated as of October 5, 2016, is entered into among PHILLIPS EDISON GROCERY CENTER REIT III, INC., a Maryland corporation (the “Company”), PHILLIPS EDISON GROCERY CENTER OPERATING PARTNERSHIP III, L.P., a Delaware limited partnership (the “Operating Partnership”) and PECO-GRIFFIN REIT ADVISOR, LLC, a Delaware limited liability company (the “Advisor”).
FIRST AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP OF PHILLIPS EDISON GROCERY CENTER OPERATING PARTNERSHIP III, L.P.Phillips Edison Grocery Center REIT III, Inc. • May 16th, 2018 • Real estate investment trusts
This FIRST AMENDMENT to the AGREEMENT OF LIMITED PARTNERSHIP OF PHILLPS EDISON GROCERY CENTER OPERATING PARTNERSHIP III, L.P. (this “Amendment”) is made effective as of May 8, 2018 by Phillips Edison Grocery Center OP GP III, LLC, a Delaware limited liability company (the “General Partner”). Capitalized terms used but not defined herein will have the meanings ascribed to such terms in the Partnership Agreement (as defined below).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 15th, 2019 • Phillips Edison Grocery Center REIT III, Inc. • Real estate investment trusts • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of November 9, 2018 (this “Agreement”), is entered into among Phillips Edison Grocery Center Operating Partnership III, L.P., a Delaware limited partnership (the “Borrower”), Phillips Edison Grocery Center REIT III Inc., a Maryland corporation (the “Parent Entity”), the other Guarantors party hereto, the Lenders party hereto and Wells Fargo Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (as defined below).
REAL ESTATE sale agreementAssignment and Assumption • March 15th, 2019 • Phillips Edison Grocery Center REIT III, Inc. • Real estate investment trusts
For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, THE PHILLIPS EDISON GROUP LLC, an Ohio limited liability company (“Assignor”), hereby assigns, transfers and sets over to ASHBURN FARM STATION LLC (“Assignee”), all of Assignor’s right, title, and interest as Purchaser in and to that certain Real Estate Sale Agreement dated October 20, 2018, as same may have been or may be amended, including any addendum thereto (“Agreement”) with Regency Realty Group, Inc. (“Seller”), as Seller, with respect to the land and improvements thereon known as Ashburn Farm Market Center located in Ashburn, Virginia, more particularly described in the Agreement, including, but not limited to, its right, title and interest in and to the Deposit (as defined in the Agreement).
SECOND AMENDMENT TO REAL ESTATE SALE AGREEMENTEstate Sale Agreement • March 15th, 2019 • Phillips Edison Grocery Center REIT III, Inc. • Real estate investment trusts
THIS SECOND AMENDMENT TO REAL ESTATE SALE AGREEMENT (“Second Amendment”) is made as of December 14, 2018, by and between THE PHILLIPS EDISON GROUP LLC, an Ohio limited liability company (“Buyer”), and REGENCY REALTY GROUP, INC., a Florida corporation (“Seller”).
