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.
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
ContractCredit Agreement • August 2nd, 2023 • Phillips Edison & Company, Inc. • Real estate investment trusts • New York
SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PHILLIPS EDISON – ARC SHOPPING CENTER OPERATING PARTNERSHIP, L.P. Dated as of December 1, 2014Limited Partnership Agreement • March 9th, 2015 • Phillips Edison Grocery Center Reit I, Inc. • Real estate investment trusts • Delaware
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.
PHILLIPS EDISON GROCERY CENTER OPERATING PARTNERSHIP I, L.P., PHILLIPS EDISON & COMPANY, INC., AS PARENT GUARANTOR, AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, AS TRUSTEE SECOND SUPPLEMENTAL INDENTURE DATED AS OF MAY 13, 2024 TO INDENTURE DATED...Second Supplemental Indenture • May 13th, 2024 • Phillips Edison & Company, Inc. • Real estate investment trusts • New York
THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) is entered into as of May 13, 2024 among Phillips Edison Grocery Center Operating Partnership I, L.P., a Delaware limited partnership (the “Company”), Phillips Edison & Company, Inc., a Maryland corporation, as guarantor (the “Parent Guarantor”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
To: John CaulfieldExecutive Severance and Change in Control Plan • August 12th, 2019 • Phillips Edison & Company, Inc. • 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.
TIME-BASED LTIP UNIT AWARD AGREEMENT (DIRECTORS)Ltip Unit Award Agreement • July 26th, 2024 • Phillips Edison & Company, Inc. • Real estate investment trusts
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.
AMENDED AND RESTATED MASTER PROPERTY MANAGEMENT, LEASING AND CONSTRUCTION MANAGEMENT AGREEMENTMaster Property Management, Leasing 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”).
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 NoteRevolving Term Note • February 1st, 2012 • Phillips Edison - ARC Shopping Center REIT Inc. • 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.
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.
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.
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”).
FORM OF AMENDED AND RESTATED SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • July 2nd, 2010 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts • New York
THIS SUBSCRIPTION ESCROW AGREEMENT (this “Escrow Agreement”), dated as of June , 2010, is entered into by and among Realty Capital Securities, LLC (the “Dealer Manager”), Phillips Edison – ARC Shopping Center REIT Inc. (the “Company”) and Wells Fargo Bank, National Association, as Escrow Agent (the “Escrow Agent”).
SHOPPING CENTER PURCHASE AGREEMENTShopping Center Purchase Agreement • March 10th, 2011 • 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 LAKESIDE PLAZA, LLC, a Virginia limited liability company (“Seller”), and PHILLIPS EDISON GROUP LLC, an Ohio limited liability company (“Purchaser”).
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”).
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
PHILLIPS EDISON GROCERY CENTER REIT I, INC. DEFA 14AAcquisition Agreement • May 26th, 2017 • Phillips Edison Grocery Center Reit I, Inc. • 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.
FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PHILLIPS EDISON GROCERY CENTER OPERATING PARTNERSHIP I, L.P.Limited Partnership 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.
FIRST AMENDMENT TO SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • September 24th, 2010 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts • New York
THIS FIRST AMENDMENT TO SUBSCRIPTION ESCROW AGREEMENT (this “First Amendment”), dated as of September 17, 2010, is entered into by and among Realty Capital Securities, LLC (the “Dealer Manager”), Phillips Edison – ARC Shopping Center REIT Inc. (the “Company”) and Wells Fargo Bank, National Association, as Escrow Agent (the “Escrow Agent”).
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”).
Page Article 1 – Definitions 1 Article 2 – Appointment 3 Article 3 – Duties of the Sub-advisor 3 Article 4 – Authority and Certain Activities of Sub-advisor 3 Article 5 – Assignment of Payments 4 5.1 Acquisition Fees 4 5.2 Asset Management Fee 4 5.3...Sub-Advisory Agreement • September 17th, 2010 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts • New York
This Second Amended and Restated Sub-advisory Agreement, dated as of September 17, 2010 (this “Agreement”), is between, American Realty Capital II Advisors, LLC, a Delaware limited liability company (the “Advisor”) and Phillips Edison NTR LLC (formerly known as Phillips Edison & Company SubAdvisor LLC), a Delaware limited liability company (the “Sub-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
AGREEMENT OF SALEAgreement of Sale • July 17th, 2012 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts
THIS AGREEMENT made this 24th day of April, 2012, between KIMCO KISSIMMEE 613, INC., a Florida corporation, with an office at 3333 New Hyde Park Road, Suite 100 (P. 0. Box 5020), New Hyde Park, New York 11042 (hereinafter, “Seller”), and THE PHILLIPS EDISON GROUP LLC, an Ohio limited liability company, with an office at 11501 Northlake Drive, Cincinnati, Ohio 45249 (hereinafter, “Buyer”).
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”).
SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • September 17th, 2010 • Phillips Edison - ARC Shopping Center REIT Inc. • Real estate investment trusts • New York
THIS SUBSCRIPTION ESCROW AGREEMENT (this “Escrow Agreement”), dated as of July 28, 2010, is entered into by and among Realty Capital Securities, LLC (the “Dealer Manager”), Phillips Edison – ARC Shopping Center REIT Inc. (the “Company”) and Wells Fargo Bank, National Association, as Escrow Agent (the “Escrow Agent”).
PHILLIPS EDISON GROCERY CENTER REIT I, INC. DEFA 14AAcquisition Agreement • May 26th, 2017 • Phillips Edison Grocery Center Reit I, Inc. • 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
