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
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
GUARANTY OF PAYMENT AND PERFORMANCEGuaranty of Payment and Performance • March 7th, 2013 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts
THIS GUARANTY OF PAYMENT AND PERFORMANCE (“Guaranty”) is made as of the 21st day of December, 2012, by PHILLIPS EDISON – ARC SHOPPING CENTER REIT INC., a Maryland corporation (“REIT”), PHILLIPS EDISON SHOPPING CENTER OP GP LLC, a Delaware limited liability company (“General Partner”), HERON CREEK STATION LLC, a Delaware limited liability company, and each other Subsidiary Guarantor (as defined in the Loan Agreement (as hereinafter defined)), jointly and severally (collectively, the “Guarantor”) in favor of KEYBank National Association, as administrative agent for the benefit of the Lenders (as defined in the Loan Agreement) (“Administrative Agent”).
FIRST AMENDMENT TO REVOLVING LOAN agreement AND OTHER LOAN DOCUMENTSRevolving Loan Agreement and Other Loan Documents • March 7th, 2013 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts
THIS FIRST AMENDMENT TO REVOLVING LOAN AGREEMENT AND OTHER LOAN DOCUMENTS (this “Amendment”) made as of the 15th day of January, 2013, by and among PHILLIPS EDISON – ARC SHOPPING CENTER OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (“Borrower”), PHILLIPS EDISON –ARC SHOPPING CENTER REIT INC., a Maryland corporation (“REIT”), PHILLIPS EDISON SHOPPING CENTER OP GP LLC, a Delaware limited liability company (“General Partner”), the parties executing below as Subsidiary Guarantors (the “Subsidiary Guarantors”; REIT, General Partner and the Subsidiary Guarantors, collectively the “Guarantors”), KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), THE OTHER LENDERS WHICH ARE SIGNATORIES HERETO (KeyBank and the other lenders which are signatories hereto, collectively, the “Lenders”), and KEYBANK NATIONAL ASSOCIATION, a national banking association, as Administrative Agent for the Lenders (the “Administrative Agent”).
REINSTATEMENT AND FIRST AMENDMENT TO SHOPPING CENTERS PURCHASE AND SALE AGREEMENTReinstatement and First • March 7th, 2013 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts • Georgia
PURCHASE AND SALE AGREEMENT (this "Amendment") is made as of this 27th day of December, 2012, by and among EQUITY ONE, INC., a Maryland corporation, EQUITY ONE (SOUTHEAST PORTFOLIO) INC., a Georgia corporation, EQUITY ONE (FLORIDA PORTFOLIO), INC., a Florida corporation (each is singularly referred to herein as "Seller" or collectively as "Sellers"), and THE PHILLIPS EDISON GROUP LLC, an Ohio limited liability company ("Purchaser").
THIRD AMENDMENT TO SHOPPING CENTERS PURCHASE AND SALE AGREEMENTShopping Centers Purchase and Sale Agreement • March 7th, 2013 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts • Georgia
THIS THIRD AMENDMENT TO SHOPPING CENTERS PURCHASE AND SALE AGREEMENT (this “Amendment”) is made as of this February 13, 2013, by and among EQUITY ONE, INC., a Maryland corporation, EQUITY ONE (SOUTHEAST PORTFOLIO) INC., a Georgia corporation, EQUITY ONE (FLORIDA PORTFOLIO), INC., a Florida corporation (each is singularly referred to herein as “Seller” or collectively as “Sellers”), and THE PHILLIPS EDISON GROUP LLC, an Ohio limited liability company ("Purchaser").
REINSTATEMENT AND Second AMENDMENT TO SALE-PURCHASE AGREEMENTSale-Purchase Agreement • March 7th, 2013 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts
THIS REINSTATEMENT AND SECOND AMENDMENT TO SALE-PURCHASE AGREEMENT (this “Amendment”), dated as of December 21, 2012 (the “Second Amendment Effective Date”), is by and between AG/WP FAIRLAWN OWNER, L.L.C., a Delaware limited liability company (“Seller”), and THE PHILLIPS EDISON GROUP LLC, an Ohio limited liability company (“Purchaser”).
ASSIGNMENT AND ASSUMPTION OF RIGHTS UNDER SHOPPING CENTER PURCHASE AGREEMENTAssignment and Assumption of Rights • March 7th, 2013 • 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 BUTLER CREEK STATION LLC, a Delaware limited liability company (“Assignee”), all of Assignor’s right, title, and interest as Purchaser to acquire the land and improvements known as Butler Creek Shopping Center located in Acworth, Georgia (the “Center’) from Equity One (Southeast Portfolio) Inc. pursuant to a certain Shopping Centers Purchase and Sale Agreement dated as of November 30, 2012, as amended (the “Agreement”) with Equity One (Southeast Portfolio) Inc., a Georgia corporation, Equity One (Florida Portfolio), Inc., a Florida corporation and Equity One, Inc., a Maryland corporation (individually and collectively referred to as “Seller”), as Seller, with respect to, among other properties, the Center, such assignment to include a prorated portion of the Deposit (as define
Amended and Restated Advisory Agreement between Phillips Edison – ARC Shopping Center REIT Inc., Phillips Edison – ARC Shopping Center Operating Partnership, L.P. and American Realty Capital II Advisors, LLC February 4, 2013Advisory Agreement • March 7th, 2013 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts • New York
ASSIGNMENT AND ASSUMPTION OF RIGHTS UNDER SHOPPING CENTER PURCHASE AGREEMENTAssignment and Assumption of Rights • March 7th, 2013 • 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 FAIRLAWN STATION LLC (“Assignee”), all of Assignor’s right, title, and interest as Purchaser in and to that certain Shopping Center Purchase Agreement dated December 13, 2012, as same may have been or may be amended, including any addendum thereto (“Agreement”) with AG/WP Fairlawn Owner, L.L.C., a Delaware limited liability company (“Seller”), as Seller, with respect to the land and improvements thereon located in Fairlawn, Summit County, Ohio, 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).
REVOLVING LOAN AGREEMENT among PHILLIPS EDISON – ARC SHOPPING CENTER OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, and KEYBANK NATIONAL ASSOCIATION together with those assignees or other lenders becoming parties hereto pursuant to...Revolving Loan Agreement • March 7th, 2013 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts • New York
THIS REVOLVING LOAN AGREEMENT (“Agreement”) dated as of December 21, 2012 by and among (i) PHILLIPS EDISON – ARC SHOPPING CENTER OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”); (ii) KEYBANK NATIONAL ASSOCIATION, the other lenders now or hereafter a party hereof, together with their assignees under Section 13.13 (“Lenders”); and (iii) KEYBANK NATIONAL ASSOCIATION (“KeyBank”) as contractual representative of the Lenders to the extent and in the manner provided in Article 11 (in such capacity, the “Administrative Agent”).
SECOND AMENDMENT TO SHOPPING CENTERS PURCHASE AND SALE AGREEMENTShopping Centers Purchase and Sale Agreement • March 7th, 2013 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts • Georgia
THIS SECOND AMENDMENT TO SHOPPING CENTERS PURCHASE AND SALE AGREEMENT (this "Amendment") is made as of this 11th day of January, 2013, by and among EQUITY ONE, INC., a Maryland corporation, EQUITY ONE (SOUTHEAST PORTFOLIO) INC., a Georgia corporation, EQUITY ONE (FLORIDA PORTFOLIO), INC., a Florida corporation (each is singularly referred to herein as "Seller" or collectively as "Sellers"), and THE PHILLIPS EDISON GROUP LLC, an Ohio limited liability company ("Purchaser").
