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, 2016Limited Partnership Agreement • May 12th, 2017 • Phillips Edison Grocery Center REIT III, Inc. • 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.
PHILLIPS EDISON GROCERY CENTER REIT III, INC. UP TO $1.7 BILLION IN SHARES OF COMMON STOCK 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”), 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 $10.00 per share, Class I shares, to be offered in the primary portion of the Offering at an initial purchase price of $9.15 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 $9.40 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
FORM 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 12th, 2017 • Phillips Edison Grocery Center REIT III, Inc. • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED ADVISORY AGREEMENT, dated as of ____________, 2017, 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”).
ST CLOUD STATION LLC, as mortgagor To PHILLIPS EDISON LIMITED PARTNERSHIP, as mortgagee MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILINGMortgage, Assignment of Leases and Rents, Security 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 AGREEMENTMaster Property Management, Leasing 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 NOTEPromissory Note • May 12th, 2017 • Phillips Edison Grocery Center REIT III, Inc. • 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
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.
ASSIGNMENT AND ASSUMPTION OF RIGHTS UNDER Real ES tate purchase and sale agreementAssignment and Assumption of Rights • 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).
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”).
