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.
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.
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.
CONTRIBUTION AGREEMENT December 21, 2011Contribution Agreement • February 1st, 2012 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts • Delaware
THIS CONTRIBUTION AGREEMENT is made this 21st day of December, 2011, by and among PAI GP LLC, a Delaware limited liability company (the “General Partner”), PECO-ARC Institutional Joint Venture I, L.P., a Delaware limited partnership (the “Partnership”), and Phillips Edison – ARC Shopping Operating Partnership, L.P., a Delaware limited partnership (“Contributor”).
ASSIGNMENT AND ASSUMPTION OF RIGHTS UNDER SHOPPING CENTER PURCHASE AGREEMENTAssignment and Assumption • February 1st, 2012 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts
For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, PHILLIPS EDISON GROUP LLC, an Ohio limited liability company (“Assignor”), hereby assigns, transfers and sets over to BURWOOD STATION LLC (“Assignee”), all of Assignor’s right, title, and interest as Purchaser in and to that certain Shopping Center Purchase and Sale Agreement dated August 11, 2011, as same may have been or may be amended, including any addendum thereto (“Agreement”) with BURWOOD VILLAGE MZL LLC, (“Seller”), as Seller, with respect to the land and improvements thereon located in Glen Burnie, Anne Arundel County, Maryland, 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).
CONTRIBUTION AGREEMENT November 23, 2011Contribution Agreement • February 1st, 2012 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts • Delaware
THIS CONTRIBUTION AGREEMENT is made this 23rd day of November, 2011, by and among PAI GP LLC, a Delaware limited liability company (the “General Partner”), PECO-ARC Institutional Joint Venture I, L.P., a Delaware limited partnership (the “Partnership”), and Phillips Edison – ARC Shopping Operating Partnership, L.P., a Delaware limited partnership (“Contributor”).
ASSIGNMENT AND ASSUMPTION OF RIGHTS UNDER SHOPPING CENTER PURCHASE AGREEMENTAssignment and Assumption • February 1st, 2012 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts
For good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, PHILLIPS EDISON GROUP LLC, an Ohio limited liability company (“Assignor”), hereby assigns, transfers and sets over to CURETON STATION LLC (“Assignee”), all of Assignor’s right, title, and interest as Purchaser in and to that certain Purchase Contract dated November 28, 2011, as same may have been or may be amended, including any addendum thereto (“Agreement”) with Wells Fargo Bank, National Association (“Seller”), as Seller, with respect to the land and improvements thereon located in Waxhaw, North Carolina, 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).
FOURTH AMENDMENT TO SHOPPING CENTER PURCHASE AND SALE AGREEMENTShopping Center Purchase and Sale Agreement • February 1st, 2012 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts
THIS FOURTH AMENDMENT TO SHOPPING CENTER PURCHASE AND SALE AGREEMENT (“Amendment”) is made this October 6, 2011 by and between BURWOOD VILLAGE MZL LLC, a Maryland limited liability company (“Seller”) and THE PHILLIPS EDISON GROUP LLC, an Ohio limited liability company (“Purchaser”).
SHOPPING CENTER PURCHASE AND SALE AGREEMENTShopping Center Purchase and Sale Agreement • February 1st, 2012 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts
THIS SHOPPING CENTER PURCHASE AND SALE AGREEMENT (“Agreement”) is entered into as of the Effective Date (defined below), by and between BURWOOD VILLAGE MZL LLC, a Maryland limited liability company (“Seller”), and THE PHILLIPS EDISON GROUP LLC, an Ohio limited liability company (“Purchaser”).
PURCHASE CONTRACT (Cureton – Tracts 1, 2, 3 & Outparcels 1, 3, 4)Purchase Contract • February 1st, 2012 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [ ], a [ ] (“Seller”), does hereby grant, bargain, sell, transfer, convey, assign, and deliver unto [ ], a [ ] (“Purchaser”), all of Seller’s right, title and interest (if any, none being warranted hereby, and only to the extent legally assignable by Seller) in and to the furniture, furnishings, supplies, spare parts, machinery, equipment, tradenames, trademarks, intellectual property and all other personal property located on (and used in connection with) the operation of the certain real property described on Exhibit A attached hereto and by this reference herein incorporated (the “Real Estate”), and the improvements located thereon (the “Improvements”), including, without limitation, those items listed on Exhibit B attached hereto and by this reference herein incorporated, except for (a) personal property belonging to tenants under existing leases of the Improvements, and (b) any manag
