THIRD
AMENDMENT TO REVOLVING LOAN agreement

AND OTHER LOAN DOCUMENTS


THIS THIRD AMENDMENT TO REVOLVING LOAN
AGREEMENT AND OTHER LOAN DOCUMENTS (this
“Amendment”) made as of the 20th day of March, 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”). 


W I T N E S S E T H:


WHEREAS, Borrower, Administrative Agent and KeyBank entered
into that certain Revolving Loan Agreement dated as of December 21, 2012,
as amended by that certain First Amendment to Revolving Loan Agreement and
Other Loan Documents dated January 15, 2013 among Borrower, REIT, General
Partner, the Subsidiary Guarantors a party thereto, Administrative Agent,
KeyBank and Bank of America, N.A., and that certain Second Amendment to
Revolving Loan Agreement and Other Loan Documents dated January 30, 2013 among
Borrower, REIT, General Partner, the Subsidiary Guarantors a party thereto,
Administrative Agent and the other parties thereto (as amended, the “Credit
Agreement”); and


WHEREAS, Borrower has requested that the amount of the credit
facility provided under the Credit Agreement be increased; and


WHEREAS, the Administrative Agent and the Lenders have agreed
to such increase subject to the execution and delivery by Borrower and
Guarantors of this Amendment.


NOW, THEREFORE, for and in consideration of the sum of TEN and
NO/100 DOLLARS ($10.00), and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto do hereby
covenant and agree as follows:


1.                 
Definitions.  All the terms used herein which are not otherwise
defined herein shall have the meanings set forth in the Credit Agreement.


2.                 
Modification of the Credit
Agreement.  Borrower, the Lenders and
Administrative Agent do hereby modify and amend the Credit Agreement as
follows:


(a)               
By deleting the reference to “Section
12.13” appearing on the cover page of the Credit Agreement, and inserting
in lieu thereof “Section 2.11 or Section 13.13”; and


(b)              
By inserting the following new
definitions in Section 1.1 of the Credit Agreement, in alphabetical order:


“‘Adjusted Daily LIBOR
Rate’ is the interest rate per annum equal to the Daily LIBOR Rate adjusted
for reserves and taxes if required by future regulations.  For any period
during which a Reserve Percentage shall apply to the LIBO Rate or the Daily LIBOR
Rate, the Daily LIBOR Rate shall be equal to the amount determined above
divided by an amount equal to 1 minus the Reserve Percentage.  Any change in
the Adjusted Daily LIBOR Rate based upon a change in the Daily LIBOR Rate shall
be effective immediately from and after the applicable change in the Daily
LIBOR Rate.









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“Daily
LIBOR Rate” is the rate of interest calculated by Administrative Agent on a
daily basis equal to the one month rate of interest (rounded to the nearest
whole multiple of one-one hundredth of one percent (0.01%)) of the one month
London interbank offered rate for deposits in U.S. Dollars at approximately
11:00 a.m. (London Time) on the second (2nd) preceding LIBOR
Business Day, as determined and adjusted from time to time in Administrative
Agent’s sole discretion.”


(c)               
By deleting in their entirety the
definitions of “Applicable Margin”, “Commitment Increase”, “Facility”,
“Lender”, "Letter of Credit Sublimit", “LIBO Margin”, “Fixed Rate
Taxes”, “Regulatory Costs”, “Requisite Lenders”, “Reserve Percentage” and
"Swing Loan Commitment" appearing in Section 1.1 of the Credit
Agreement, and inserting in lieu thereof the following:


“‘Applicable
Margin’ for an advance of the Facility bearing interest by reference to the
LIBO Rate, the Adjusted Daily LIBOR Rate or the Base Rate shall for any date be
as set forth below based on the ratio of the Total Indebtedness of Borrower to
the Gross Asset Value of Borrower:


	
   Pricing Level

   	
   Ratio

   	
   LIBO Margin for LIBO Rate and Adjusted Daily LIBOR
   Rate Advances

   	
   Base Rate Margin for Base Rate Advances

   
	
  Pricing
  Level 1

  	
  Less than or equal to 50%

  	
  2.00%

  	
  1.00%

  
	
  Pricing
  Level 2

  	
  Greater than 50% but less than or equal to 60%

  	
  2.25%

  	
  1.25%

  
	
  Pricing
  Level 3

  	
  Greater than 60% but less than or equal to 65%

  	
  2.50%

  	
  1.50%

  
	
  Pricing
  Level 4

  	
  Greater than 65% 

  	
  3.00%

  	
  2.00%

  




 


The
initial Applicable Margin shall be at Pricing Level 2.  The Applicable Margin
shall not be adjusted based upon such ratio, if at all, until the first (1st)
day of the first (1st) month following the delivery by Borrower to the
Administrative Agent of the Compliance Certificate after the end of a calendar
quarter.  In the event that Borrower shall fail to deliver to the
Administrative Agent a quarterly Compliance Certificate on or before the date required
by Section 9.10, then without limiting any other rights of the
Administrative Agent and the Lenders under this Agreement, the Applicable
Margin for Loans shall be at Pricing Level 4 until such failure is cured within
any applicable cure period, or waived in writing by the Requisite Lenders, in
which event the Applicable Margin shall adjust, if necessary, on the first
(1st) day of the first (1st) month following receipt of such Compliance
Certificate.


In
the event that the Administrative Agent or the Borrower determines that any
financial statements previously delivered were incorrect or inaccurate
(regardless of whether this Agreement or the Commitments are in effect when
such inaccuracy is discovered), and such inaccuracy, if corrected, would have led
to the application of a higher Applicable Margin for any period (an “Applicable
Period”) than the Applicable Margin applied for such Applicable Period,
then (i) the Borrower shall as soon as practicable deliver to the
Administrative Agent the corrected financial statements for such Applicable
Period, (ii) the Applicable Margin shall be determined as if the Pricing 







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Level for such higher Applicable Margin were applicable
for such Applicable Period, and (iii) the Borrower shall within three (3)
Business Days of demand thereof by the Administrative Agent pay to the
Administrative Agent the accrued additional amount owing as a result of such
increased Applicable Margin for such Applicable Period, which payment shall be
promptly applied by the Administrative Agent in accordance with this Agreement.


“Commitment
Increase” means an increase in the Commitment Amount to not more than
$300,000,000.00 pursuant to Section 2.14. 


“Facility”
shall have the meaning given to such term in recitals hereto, and for the avoidance
of doubt shall include Swing Loans.


“Fixed
Rate Taxes” are, collectively, all withholdings, interest equalization
taxes, stamp taxes or other taxes (except income and franchise taxes) imposed
by any domestic or foreign governmental authority and related in any manner to
a Fixed Rate or the Daily LIBOR Rate.


“Lender”
means each financial institution from time to time party hereto as a “Lender”,
together with its respective successors and permitted assigns.  With respect to
matters requiring the consent or approval of all Lenders at any given time,
subject to the terms of Section 13.12(b), all then existing Defaulting
Lenders will be disregarded and excluded, and, for voting purposes only, “all
Lenders” shall be deemed to mean “all Lenders other than Defaulting Lenders”. 
The Issuing Lender and the Swing Loan Lender shall each be a Lender.


“Letter
of Credit Sublimit” means the sum of $26,500,000.00, as the same may be
changed from time to time in accordance with the terms of this Agreement.


“LIBO
Margin” means the applicable margin for advances of the Facility bearing
interest by reference to the LIBO Rate or the Adjusted Daily LIBOR Rate as set
forth in the definition of Applicable Margin.  


“Regulatory
Costs” are, collectively, future, supplemental, emergency or other changes
in Reserve Percentages, assessment rates imposed by the Federal Deposit
Insurance Corporation, or similar requirements or costs imposed by any domestic
or foreign governmental authority and related in any manner to a Fixed Rate or
the Daily LIBOR Rate, including, without limitation, the Dodd Frank Wall Street
Reform and Consumer Protection Act.


“Requisite
Lenders” means, as of any date, Lenders having at least 51% of the
aggregate amount of the Commitments, or, if the Commitments have been
terminated or reduced to zero, Lenders holding at least 51% of the principal
amount outstanding under the Loan, provided that (a) in determining such
percentage at any given time, all then existing Defaulting Lenders will be
disregarded and excluded and the Pro Rata Shares of the Loan of Lenders shall
be redetermined, for voting purposes only, to exclude the Pro Rata Shares of
the Loan of such Defaulting Lenders, and (b) at all times when two or more
Lenders are party to this Agreement, the term “Requisite Lenders” shall in no
event mean less than two Lenders; provided further that until the sum of the
Borrowing Base Appraised Value Limit plus the Borrowing Base Acquisition Value
Limit first exceeds $150,000,000.00, Requisite Lenders shall mean all Lenders
that are not Defaulting Lenders.  In the event that the sum of the Borrowing
Base Appraised Value Limit plus the Borrowing Base Acquisition Value Limit has
exceeded $150,000,000.00 and 







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thereafter is at any time
below $150,000,000.00, then for the purposes of Section 12.3(f) and Section
12.4(a)(vii) only, the references to 51% in this definition shall be
replaced by 66.67% only during such time or times as the sum of the Borrowing
Base Appraised Value Limit plus the Borrowing Base Acquisition Value Limit is
less than $150,000,000.00.


“Reserve
Percentage” means for any Fixed Rate
Period or with respect to any advances bearing interest by reference to the
Daily LIBOR Rate, that percentage which is specified three (3) Business Days
before the first day of such Fixed Rate Period (or two (2) Business Days prior
to the date of determination with respect to an advance bearing interest by
reference to the Daily LIBOR Rate) by the Board of Governors of the Federal
Reserve System (or any successor) or any other governmental or
quasi-governmental authority with jurisdiction over Administrative Agent or any
Lender for determining the maximum reserve requirement (including, but not
limited to, any marginal reserve requirement) for Administrative Agent or any
Lender with respect to liabilities constituting of or including (among other
liabilities) Eurocurrency liabilities in an amount equal to that portion of the
Loan affected by such Fixed Rate Period or advance bearing interest by
reference to the Daily LIBOR Rate and with a maturity equal to such Fixed Rate
Period, or with respect to an advance bearing interest by reference to the
Daily LIBOR Rate, one month.


“Swing
Loan Commitment” means the sum of $26,500,000.00, as the same may be
changed from time to time in accordance with the terms of this Agreement.”


(d)              
By inserting the following
sentence at the end of the definitions of Gross Asset Value, appearing in Section
1.1 of the Credit Agreement:


“Notwithstanding the
foregoing, the amount of Gross Asset Value attributable to Non-Stabilized
Properties shall not exceed fifteen percent (15%) of Gross Asset Value, and any
amount in excess thereof shall be excluded.”


(e)               
By deleting in its entirety Section
2.1(b) of the Credit Agreement, and inserting in lieu thereof the following:


“(b)
Requests for Advances.  Not later than 2:00 p.m. Cleveland time
at least one (1) Business Day prior to an advance accruing interest at the Base
Rate and not later than 2:00 p.m. Cleveland time at least two (2) Business Days
prior to an advance accruing interest at the LIBO Rate or the Adjusted Daily
LIBOR Rate, the Borrower shall deliver to the Administrative Agent an
Application for Payment which delivery may be by telecopy, provided receipt
thereof is immediately confirmed by telephone.”


(f)               
By deleting the words “Closing
Date” appearing in the second (2nd) line of Section 2.6(a) 
of the Credit Agreement, and inserting in lieu thereof the words “Effective
Date”;


(g)               
By deleting in its entirety Section
2.8(e)(i) of the Credit Agreement, and inserting in lieu thereof the
following:


“(i)        Provided no
Default exists under this Agreement:


(A)   
for those portions of the principal balance of the Notes (including the Swing
Loan Note) which bear interest by reference to the Base Rate, the Effective
Rate shall be the Base Rate plus the Base Rate Margin.









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(B)    for those portions of the principal balance of
the Notes which bear interest by reference to the Daily LIBOR Rate, the
Effective Rate shall be the Adjusted Daily LIBOR Rate plus the LIBO Margin, provided,
however, if any of the transactions necessary for the calculation of
interest at the Adjusted Daily LIBOR Rate requested by Borrower should be or
become prohibited or unavailable to Administrative Agent, or, if in
Administrative Agent’s good faith judgment, it is not possible or practical for
Administrative Agent to set the Adjusted Daily LIBOR Rate as requested or
selected by Borrower or the Adjusted Daily LIBOR Rate will not accurately and
fairly reflect the cost of the Lenders’ making or maintaining Loans at the
Adjusted Daily LIBOR Rate, the Effective Rate for such portion of the Loans
shall remain at or revert to the Base Rate plus the Base Rate Margin.


(C)   
for those portions of the principal balance of the Notes which are Fixed Rate
Portions, the Effective Rate for the Fixed Rate Period thereof shall be the
Fixed Rate selected by Borrower and set in accordance with the provisions
hereof, provided, however, if any of the transactions necessary
for the calculation of interest at any Fixed Rate requested or selected by
Borrower should be or become prohibited or unavailable to Administrative Agent,
or, if in Administrative Agent’s good faith judgment, it is not possible or
practical for Administrative Agent to set a Fixed Rate for a Fixed Rate Portion
and Fixed Rate Period as requested or selected by Borrower or the Fixed Rate
will not accurately and fairly reflect the cost of the Lenders’ making or
maintaining Loans at the Fixed Rate, the Effective Rate for such Fixed Rate
Portion shall remain at or revert to the Base Rate plus the Base Rate Margin.”


(h)              
By deleting in their entirety Section
2.8(f), (g)  and (i)  of the Credit Agreement, and inserting in
lieu thereof the following:


“(f)   
Selection of Fixed Rate.  Provided no Default or Potential
Default exists under this Agreement, Borrower, at its option and upon
satisfaction of the conditions set forth herein, may request a Fixed Rate or
the Adjusted Daily LIBOR Rate as the Effective Rate for calculating interest on
the portion of the unpaid principal balance and for the period selected in
accordance with and subject to the following procedures and conditions, provided,
however, that Borrower may not have in effect at any one time more than
eight (8) Fixed Rates:


(i)
Borrower shall deliver to 4910 Tiedeman Road, Brooklyn, Ohio 44144 or such
other addresses as Administrative Agent shall designate, an original or
facsimile Fixed Rate Notice or a request for an advance to bear interest by
reference to the Adjusted Daily LIBOR Rate no later than 12:00 P.M. (Cleveland,
Ohio time), and not less than three (3) nor more than five (5) Business Days
prior to the proposed Fixed Rate Period for each Fixed Rate Portion or advance
bearing interest by reference to the Adjusted Daily LIBOR Rate.  Any notice
pursuant to this subsection (i) is irrevocable.


Administrative
Agent is authorized to rely upon the telephonic request and acceptance of any
of Rich Smith, Ryan Moore, Jeff Brown, Francine Glandt or Joseph Fleming, or
any of such other persons holding the respective offices of Chief Financial
Officer, Chief Accounting Officer, Vice President of Finance or Director of
Finance as Borrower’s duly authorized agents, or such additional authorized
agents as Borrower shall designate in writing to Administrative Agent (such
persons are collectively referred to as the “Authorized Officers”).  Borrower’s
telephonic notices, requests and acceptances shall be directed to such officers
of Administrative Agent as Administrative Agent may from time to time
designate.









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(ii) Borrower may elect (A) to convert Base Rate
advances to a Fixed Rate Portion or to an advance bearing interest by reference
to the Adjusted Daily LIBOR Rate, or (B) to convert a matured Fixed Rate
Portion into a new Fixed Rate Portion, or (C) to convert a matured Fixed Rate Portion
into a Base Rate advance or to an advance bearing interest by reference to the
Adjusted Daily LIBOR Rate, provided, however, that the aggregate
amount of the advance being converted into or continued as a Fixed Rate Portion
shall comply with the definition thereof as to Dollar amount.  The conversion
of a matured Fixed Rate Portion back to a Base Rate, to an advance bearing
interest by reference to the Adjusted Daily LIBOR Rate or to a new Fixed Rate
Portion shall occur on the last Business Day of the Fixed Rate Period relating
to such Fixed Rate Portion.  Each Fixed Rate Notice shall specify (X) the
amount of the Fixed Rate Portion, (Y) the Fixed Rate Period, and (Z) the Fixed
Rate Commencement Date.


(iii)
Upon receipt of a Fixed Rate Notice in the proper form requesting a Fixed Rate
Portion advance under subsections (i) and (ii) above, Administrative Agent
shall determine the Fixed Rate applicable to the Fixed Rate Period for such
Fixed Rate Portion two (2) Business Days prior to the beginning of such Fixed
Rate Period.  Each determination by Administrative Agent of the Fixed Rate
shall be conclusive and binding upon the parties hereto in the absence of
manifest error.  Administrative Agent shall deliver to Borrower and each Lender
(by facsimile) an acknowledgment of receipt and confirmation of the Fixed Rate
Notice; provided, however, that failure to provide such
acknowledgment of receipt and confirmation of the Fixed Rate Notice to Borrower
or any Lender shall not affect the validity of such rate.


(iv)
If Borrower does not make a timely election to convert all or a portion of a
matured Fixed Rate Portion into a new Fixed Rate Portion or into a Base Rate
advance or into an advance bearing interest by reference to the Adjusted Daily LIBOR
Rate in accordance with this Section 2.8(f), such Fixed Rate
Portion shall be automatically converted to a Fixed Rate Portion with a Fixed
Rate Period of one (1) month upon the expiration of the Fixed Rate Period
applicable to such Fixed Rate.


(g)  
 Fixed Rate Taxes, Regulatory Costs and Reserve Percentages. 
Upon Administrative Agent’s demand, Borrower shall pay to Administrative Agent
for the account of each Lender, in addition to all other amounts which may be,
or become, due and payable under this Agreement and the other Loan Documents,
any and all Fixed Rate Taxes and Regulatory Costs, to the extent they are not
internalized by calculation of a Fixed Rate or the Adjusted Daily LIBOR Rate. 
Administrative Agent shall give Borrower notice of any Fixed Rate Taxes and
Regulatory Costs as soon as practicable after their occurrence, but Borrower
shall be liable for any Fixed Rate Taxes and Regulatory Costs regardless of
whether or when notice is so given.


 (i)   
Purchase, Sale and Matching of Funds.  Borrower understands,
agrees and acknowledges the following: (a) Lenders have no obligation to
purchase, sell and/or match funds in connection with the use of a LIBO Rate as
a basis for calculating a Fixed Rate or Fixed Rate Price Adjustment or in
connection with the use of the Adjusted Daily LIBOR Rate; (b) a LIBO Rate and a
Daily LIBOR Rate are used merely as a reference in determining a Fixed Rate and
Fixed Rate Price Adjustment and the Adjusted Daily LIBOR Rate, respectively;
and (c) Borrower has accepted a LIBO Rate and the Daily LIBOR Rate as a
reasonable and fair basis for calculating a Fixed Rate and a Fixed Rate Price
Adjustment and the Adjusted Daily LIBOR Rate, respectively.  Borrower further
agrees to pay the Fixed Rate Price Adjustment, Fixed Rate Taxes and Regulatory
Costs, if any, whether or not any Lender elects to purchase, sell and/or match
funds.”









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(i)                
By deleting the third (3rd)
sentence of Section 2.9(c)  of the Credit Agreement, and inserting
in lieu thereof the following:


“Each partial payment
under Section 2.9 shall be applied first to the principal of any
Outstanding Swing Loans, and then, in the absence of instruction by the
Borrower to the principal of Revolving Credit Loans (and with respect to each
of the Loans, first to the principal of Base Rate advances, next to the
principal of Adjusted Daily LIBOR Rate advances and then to the principal of
Fixed Rate advances).”


(j)                
By deleting the words “Section
2.13” appearing in the second (2nd) line of Section 2.14
of the Credit Agreement, and inserting in lieu thereof the words “Section
2.14”; 


(k)              
By deleting the dollar amount
“$250,000,000.00” appearing in the fourth (4th) line of Section
2.14 of the Credit Agreement, and inserting in lieu thereof the dollar
amount “$300,000,000.00”;


(l)                
By deleting the words “Section
2.14(d)” appearing in the last line of each of Sections 2.15(a) 
and (b)  of the Credit Agreement, and inserting in lieu thereof the words
“Section 2.15(d)”; 


(m)            
By deleting the last sentence of Section 2.14(b) 
of the Credit Agreement, and inserting in lieu thereof the following:


“The funds so advanced
shall be Loans bearing interest by reference to the Base Rate until converted
to Loans bearing interest by reference to the LIBO Rate or the Adjusted Daily
LIBOR Rate which are allocated among all Lenders based on their Pro Rata
Shares.”


(n)              
By deleting the first sentence of Section 2.15(a)
of the Credit Agreement, and inserting in lieu thereof the following:


“If for any reason any
Lender shall be a Defaulting Lender, then, in addition to the rights and remedies
that may be available to the Administrative Agent or the Borrower under this
Agreement or applicable law, such Defaulting Lender’s right to participate in
the administration of the Loans, this Agreement and the other Loan Documents,
including without limitation, any right to vote in respect of, to consent to or
to direct any action or inaction of the Administrative Agent or to be taken
into account in the calculation of the Requisite Lenders or all of the Lenders,
shall, subject to the terms of Section 13.12(b), be suspended during the
pendency of such failure or refusal.”  


(o)              
By deleting in its entirety Section
3.1(d) of the Credit Agreement, and inserting in lieu thereof the
following:


“(d)   
All representations and warranties of Borrower and Guarantor under the Loan
Documents shall be true and correct in all material respects, both as of the
date as of which they were made and shall also be true and correct in all
material respects as of the time of making such advance or issuing such Letter
of Credit;”


(p)              
By deleting in their entirety Sections
6.1 and 6.2  of the Credit Agreement, and inserting in lieu thereof
the following:


“6.1     AUTHORITY. 


(a)
Each Related Party and Subsidiary (i) is a corporation, limited partnership,
general partnership, limited liability company or trust duly organized under
the laws of its state of organization and is validly existing and in good
standing under the laws thereof, 







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(ii) has all requisite
power to own its property and conduct its business as now conducted and as presently
contemplated and (iii) is in good standing and is duly authorized to do
business in each jurisdiction where it is organized and where a Mortgaged
Property, if any, owned by it is located and in each other jurisdiction where a
failure to be so qualified could have a Material Adverse Effect.


(b)
The execution, delivery and performance of this Agreement and the other Loan
Documents to which any of the Borrower or the Guarantors is a party and the
transactions contemplated hereby and thereby (i) are within the authority of
such Person, (ii) have been duly authorized by all necessary proceedings on the
part of such Person, (iii) do not and will not conflict with or result in any
breach or contravention of any provision of law, statute, rule or regulation to
which such Person is subject or any judgment, order, writ, injunction, license
or permit applicable to any such Person, (iv) do not and will not conflict with
or constitute a default (whether with the passage of time or the giving of
notice, or both) under any provision of the partnership agreement, articles of
incorporation, operating agreement or other charter documents or bylaws of, or
any mortgage, indenture, agreement, contract or other instrument binding upon,
any such Person or any of its properties or to which any of such Persons is
subject, (v) do not and will not result in or require the imposition of any
lien or other encumbrance on any of the properties, assets or rights of any
such Person other than the liens and encumbrances in favor of  Administrative
Agent contemplated by this Agreement and the other Loan Documents, and (vi) do
not require the approval or consent of any Person other than those already
obtained and delivered to Administrative Agent.


6.2    ENFORCEABILITY. 
The execution and delivery of this Agreement and the other Loan Documents to
which any of the Borrower or the Guarantors is a party are valid and legally
binding obligations of such Person enforceable in accordance with the
respective terms and provisions hereof and thereof, except as enforceability is
limited by bankruptcy, insolvency, reorganization, moratorium or other laws
relating to or affecting generally the enforcement of creditors’ rights and
general principles of equity.”


(q)              
By deleting in its entirety Section
8.16(c) of the Credit Agreement, and inserting in lieu thereof the
following:


“(c)   
No Loan Party will, or will permit any Subsidiary of any Loan Party to, incur,
assume or suffer to exist any Recourse Indebtedness unless approved in writing
by the Requisite Lenders, except Unsecured Debt permitted in Section
8.16(a)(i) above and Secured Recourse Indebtedness as permitted in the
following sentence.  No Loan Party will, or will permit any Subsidiary of any
Loan Party to, incur, assume or suffer to exist any Secured Recourse
Indebtedness, except up to an aggregate of $25,000,000 of Secured Recourse
Indebtedness shall be permitted hereunder provided that each incurrence shall
not (A) be greater than seventy percent (70.0%) of the market value of the Real
Estate Asset secured thereby based on a third party appraisal, unless approved
in writing by the Requisite Lenders, or (B) result in a Default under Section
8.16(a)-(c) or any other provision of this Agreement.  Except for the debt
under the Existing Credit Agreement and the debt under this Agreement, no such
Secured Indebtedness shall be secured by a Lien on Equity Interests or any
Restricted Payments.  Notwithstanding anything to the contrary contained in
this Section 8.16(c), the foregoing limitations on Secured Indebtedness
shall not apply to Secured Indebtedness incurred by Borrower under this
Agreement and Secured Indebtedness incurred by the Joint Venture or any of its
Subsidiaries but shall apply to any guaranty provided by any Loan Party with
respect thereto.  From and after such time as Borrower delivers evidence
reasonably satisfactory to Administrative Agent that the Gross Asset Value of
Borrower is equal to or greater 







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than $250,000,000, the
foregoing $25,000,000 limit in this Section 8.16(c) shall be modified to
be an amount equal to ten percent (10%) of Gross Asset Value of Borrower as
determined from time to time.”


(r)                
By deleting in its entirety the
last sentence of Section 8.23  of the Credit Agreement, and
inserting in lieu thereof the following:


“Notwithstanding
the foregoing, in no event shall the aggregate value of the holdings of
Borrower, Guarantors and their respective Subsidiaries in the Investments
described in Section 8.23(d-g)  exceed fifteen percent (15%) of
Gross Asset Value at any time.” 


(s)               
By inserting the following as new Sections
8.27 and 8.28  of the Credit Agreement:


“§8.27
EXISTENCE; MAINTENANCE OF PROPERTIES.  The Borrower and the
Guarantors will, and will cause each of their respective Subsidiaries to,
preserve and keep in full force and effect their legal existence in the
jurisdiction of its incorporation or formation.  The Borrower and Guarantors
will preserve and keep in full force all of their rights and franchises and
those of their respective Subsidiaries, the preservation of which is necessary
to the conduct of their business.  Borrower and each Guarantor (i) will cause
all of its properties and those of its Subsidiaries used or useful in the
conduct of its business to be maintained and kept in good condition, repair and
working order (ordinary wear and tear excepted) and supplied with all necessary
equipment, and (ii) will cause to be made all necessary repairs, renewals,
replacements, betterments and improvements thereof.


§8.28
TAXES.  The Borrower and Guarantors will, and will cause their
respective Subsidiaries to,  duly pay and discharge, or cause to be paid and
discharged, before the same shall become delinquent, all taxes, assessments and
other governmental charges imposed upon them or upon the Mortgaged Properties
or other assets, sales and activities, or any part thereof, or upon the income
or profits therefrom, provided  that any such tax, assessment, charge or
levy or claim need not be paid if the validity or amount thereof shall
currently be contested in good faith by appropriate proceedings which shall
suspend the collection thereof with respect to such property, neither such
property nor any portion thereof or interest therein would be in any danger of
sale, forfeiture or loss by reason of such proceeding and Borrower or such
Guarantor or Subsidiary shall have set aside on its books adequate reserves as
reasonably determined by Administrative Agent in accordance with GAAP; and provided,
further, that forthwith upon the commencement of proceedings to
foreclose any lien that may have attached as security therefor, Borrower, such
Guarantor or such Subsidiary either (i) will provide a bond issued by a surety
reasonably acceptable to the Administrative Agent and sufficient to stay all
such proceedings or (ii) if no such bond is provided, will pay each such tax,
assessment, charge or levy.”


(t)                
By deleting in its entirety Section 11.3(b) 
of the Credit Agreement, and inserting in lieu thereof the following:


“(b)   
Requests by Administrative Agent for funding by Lenders of disbursements will
be made by telecopy.  Each Lender shall make the amount of its disbursement
available to Administrative Agent in Dollars and in immediately available
funds, to such bank and account, in Cleveland, Ohio (to such bank and account
in such other place) as Administrative Agent may designate, not later than 9:00
A.M. (Ohio time) on the Funding Date designated by Administrative Agent with
respect to such 







9




 










 








 




 








disbursement, but in no event earlier
than two (2) Business Days following Lender’s receipt of the Application for
Payment if such advance is to bear interest by reference to the LIBO Rate or
the Daily LIBOR Rate or one (1) Business Day if such advance is to bear
interest by reference to the Base Rate.”


(u)              
By deleting the first sentence of Section
12.2(a) of the Credit Agreement, and inserting in lieu thereof the
following:


"The
Administrative Agent may obtain new Appraisals or an update to existing
Appraisals with respect to the Mortgaged Properties, or any of them, (i) as the
Administrative Agent shall determine at any time following a Default or
Potential Default, or (ii) at the request of the Requisite Lenders at any time
following a Default under Section 10.1(a)."  


(v)              
By deleting in its entirety Section
13.12(b)(viii) of the Credit Agreement, and inserting in lieu thereof the
following:


“(viii)
release any Guarantor from its obligations under its Guaranty or release all or
substantially all of the Collateral other than in accordance with its
respective terms or the terms of this Agreement;” 


(w)             
By renumbering Section
13.12(b)(ix) of the Credit Agreement as Section 13.12(b)(x),
and inserting the following as Section 13.12(b)(ix): 


“(ix)
modify the terms of Section 8.16(a); or”


(x)              
By deleting the last sentence of Section 13.12(b) 
of the Credit Agreement, and inserting in lieu thereof the following:


“Notwithstanding
anything to the contrary herein, no Defaulting Lender shall have any right to
approve or disapprove any amendment, waiver or consent hereunder and any
amendment, waiver or consent which by its terms requires the consent of all
Lenders or each affected Lender may be effected with the consent of the
applicable Lenders other than Defaulting Lenders, except that (A) the
Commitment of any Defaulting Lender may not be increased without the consent of
such Lender, and (B) any waiver, amendment or modification requiring the
consent of all Lenders that by its terms affects any Defaulting Lender more
adversely than other affected Lenders shall require the consent of such Defaulting
Lender.”


(y)              
By inserting after the words
"other than any such request in connection with any examination of such
Lender by such Governmental Authority" contained in Section 13.29(e)
of the Credit Agreement the following:


 "or
any information routinely requested or required to be delivered on a regular
basis by such Governmental Authority"


(z)               
By deleting the words “Phillips
Edison–ARC Shopping Center Opportunity Operating Partnership, L.P.” appearing
after the asterisk on page 2 of Exhibit H-2 to the Credit Agreement, and
inserting in lieu thereof the words “Phillips Edison–ARC Shopping Center
Operating Partnership, L.P.”;


(aa)           
By inserting after the words
"(or certificates therefor signed by the insurer or an agent authorized to
bind the insurer)" contained in Schedule 12.3, subparagraph (o)(ii)
of the Credit Agreement the following:


"and
flood insurance declaration pages for Eligible Real Estate where any Lender
must maintain evidence of flood insurance pursuant to Requirements of Law"










10




 










 








 




 








(bb)          
By deleting in its entirety Exhibit
C attached to the Credit Agreement, and inserting in lieu thereof Exhibit
C attached hereto and made a part hereof.


(cc)           
By deleting in its entirety Exhibit
F attached to the Credit Agreement, and inserting in lieu thereof Exhibit
F attached hereto and made a part hereof.


(dd)          
Any references to Notes in the
Security Documents attached to the Credit Agreement as Exhibits shall be deemed
to be conformed to refer to the Notes issued under the Credit Agreement, as
amended by this Amendment.


3.                 
Amendment of Cash Collateral
Agreement.  Borrower, Subsidiary
Guarantors and Administrative Agent do hereby modify and amend the Cash
Collateral Agreement by deleting in its entirety the first (1st) “WHEREAS”
clause, appearing on page 1 thereof, and inserting in lieu thereof the following:


“WHEREAS, pursuant to that
certain Revolving Loan Agreement dated December 21, 2012 by and among Borrower,
KeyBank, the Lenders from time to time party thereto and Agent (as the same may
be varied, extended, supplemented, consolidated, amended, replaced, renewed,
increased, modified or restated, the “Loan Agreement”), the Lenders have agreed
to provide a revolving credit facility to Borrower in the amount of
$265,000,000.00, increasable to $300,000,000.00 as provided in the Loan
Agreement (the “Loans”), which Loans are evidenced by those certain Notes made
by Borrower to the order of the Lenders (such Notes, and any other note as may
be issued under the Loan Agreement, as the same may be varied, extended,
supplemented, consolidated, amended, replaced, renewed, modified or restated,
hereinafter referred to collectively as the “Note”); and”


4.                 
Amendment of Indemnity
Agreement.  Borrower, Guarantors and
the Administrative Agent do hereby modify and amend the Indemnity Agreement by
deleting in its entirety the third (3rd) “WHEREAS” paragraph of the Indemnity
Agreement, appearing on pages 1 and 2 thereof, and inserting in lieu thereof
the following:


WHEREAS, the Lenders have
agreed to provide to Borrower a revolving credit loan facility in the amount of
up to $265,000,000.00 pursuant to the Credit Agreement, which facility may be
increased to up to $300,000,000.00 pursuant to Section 2.14 of the Credit
Agreement (the “Loan”), and which Loan is evidenced by, among other things,
those certain Revolving Promissory Notes made by Borrower to the order of the
Lenders in the aggregate principal face amount of $265,000,000.00 and that
certain Swing Loan Note made by Borrower to the order of KeyBank in the amount
of the Swing Loan Commitment (together with all amendments, modifications,
replacements, consolidations, increases, supplements and extensions thereof,
collectively, the “Note”) and secured by, among other things, the Mortgages on
the Property;”


5.                 
Amendment of Guaranty.  Administrative Agent and Guarantors do hereby
modify and amend each Guaranty to which such Guarantor is a party as follows:  


(a)               
By deleting in its entirety
Recital A of each Guaranty, appearing on page 1 thereof, and inserting in
lieu thereof the following:


“A.    Pursuant to the terms of that certain Revolving
Loan Agreement between Phillips Edison- ARC Shopping Center Operating
Partnership, L.P., a Delaware limited partnership (the “Borrower”),
Administrative Agent and the Lenders now or hereafter a party thereto dated
December 21, 2012 (the “Loan Agreement”), the Lenders have agreed to
make a revolving loan and other financial accommodations to the Borrower in the
principal sum of TWO HUNDRED SIXTY-FIVE MILLION AND 00/100 DOLLARS
($265,000,000.00), increasable to THREE HUNDRED MILLION AND 00/100 DOLLARS
($300,000,000.00) as provided in the 







11




 










 








 




 








Loan Agreement
(the “Facility”) for the purposes specified in the Loan Agreement.  All
capitalized terms not otherwise defined herein shall have the meaning ascribed
thereto in the Loan Agreement.”


(b)              
By deleting in its entirety
Section 1(a) of each Guaranty, and inserting in lieu thereof the following:


“(a)    the full and prompt payment when due, whether
by acceleration or otherwise, either before or after maturity thereof, of the
Revolving Promissory Notes made by the Borrower to the order of the Lenders in
the aggregate principal face amount of Two Hundred Sixty-Five Million and
No/100 Dollars ($265,000,000.00), the Swing Loan Note made by the Borrower to
the order of the Swing Loan Lender in the principal face amount of Twenty-Six
Million Five Hundred Thousand and No/100 Dollars ($26,500,000.00), together
with interest as provided in such Notes and together with any replacements,
supplements, renewals, modifications, consolidations, restatements, increases
and extensions thereof; and”


6.                 
Commitments. 


(a)               
Borrower and Guarantors hereby
acknowledge and agree that as of the effective date of this Amendment and
following satisfaction of all conditions thereto as provided herein, the amount
of each Lender’s Commitment Amount shall be the amount set forth on Schedule
1.1 attached hereto.  In connection with the increase, JPMorgan Chase Bank,
N.A., U.S. Bank National Association, Wells Fargo Bank, National Association,
PNC Bank, National Association and Deutsche Bank A.G., New York Branch
(collectively, the “New Lenders”) shall each be issued a Revolving Promissory
Note in the principal face amount of its Commitment Amount, which will be a
“Revolving Promissory Note” under the Credit Agreement, and each New Lender
shall be a Lender under the Credit Agreement.


(b)              
Borrower and Guarantors hereby
acknowledge and agree that as of the effective date of this Amendment and
following satisfaction of all conditions thereto as provided herein, the Swing
Loan Commitment shall be increased from $12,000,000.00 to $26,500,000.00.  In
connection with the increase of the Swing Loan Commitment, KeyBank shall be
issued a replacement Swing Loan Note in the principal face amount of
$26,500,000.00 (the “Replacement Swing Loan Note”), and upon acceptance of the
Replacement Swing Loan Note by KeyBank it will be the “Swing Loan Note” under
the Credit Agreement.  KeyBank will promptly return to Borrower the existing
Swing Loan Note in the principal face amount of $12,000,000.00 marked
“Replaced”.


(c)               
By its signature below, each New
Lender, subject to the terms and conditions hereof, hereby agrees to perform
all obligations with respect to its respective Commitment Amount and otherwise
under the Credit Agreement as if such New Lender were an original Lender under
and signatory to the Credit Agreement having a Commitment Amount, as set forth
above, equal to its respective Commitment Amount, which obligations shall
include, but shall not be limited to, the obligation to make Revolving Credit
Loans to the Borrower with respect to its Commitment Amount as required by the
Credit Agreement, the obligation to pay amounts due in respect of Swing Loans
as set forth in the Credit Agreement, the obligation to pay amounts due in respect
of draws under Letters of Credit as required under the Credit Agreement, and in
any case the obligation to indemnify the Administrative Agent as provided
therein.  Without limiting the foregoing, each New Lender makes and confirms to
the Administrative Agent and the other Lenders all of the representations,
warranties and covenants of a Lender under Article 11 of the Credit
Agreement.  Further, each New Lender acknowledges that it has, independently
and without reliance upon the Administrative Agent, or on any affiliate or
subsidiary thereof or any other Lender and based on the financial statements
supplied by the Borrower and such other documents and information as it has
deemed appropriate, made its own credit analysis and decision to become a
Lender under the Credit Agreement.  Except as expressly provided in the Credit
Agreement, the Administrative Agent shall have no duty or responsibility
whatsoever, either initially or on a continuing basis, to provide any New
Lender with any credit or other information with respect to the Borrower or
Guarantors or to notify any New Lender of any Potential Default or Default.  No
New Lender has relied on the Administrative Agent as to any legal or factual
matter in connection therewith or in connection with the transactions
contemplated thereunder.  Each New Lender (i) represents and warrants as to
itself that it is legally authorized to, and has full power and authority to,
enter into this agreement and perform its obligations 







12




 










 








 




 








under
this agreement; (2) confirms that it has received copies of such documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this agreement; (3) agrees that it has and will,
independently and without reliance upon any Lender or the Administrative Agent
and based upon such documents and information as it shall deem appropriate at
the time, continue to make its own credit decisions in evaluating the Revolving
Credit Loans, the Loan Documents, the creditworthiness of the Borrower and the
Guarantors and the value of the Collateral and other assets of the Borrower and
the Guarantors, and taking or not taking action under the Loan Documents; (4)
appoints and authorizes the Administrative Agent to take such action as agent
on its behalf and to exercise such powers as are reasonably incidental thereto
pursuant to the terms of the Loan Documents; and (5) agrees that, by this
agreement, it has become a party to and will perform in accordance with their
terms all the obligations which by the terms of the Loan Documents are required
to be performed by it as a Lender.  Each New Lender acknowledges and confirms
that its address for notices is as set forth on the signature pages hereto.


(d)              
On the effective date of this
Amendment the outstanding principal balance of the Revolving Credit Loans shall
be reallocated among the Lenders such that the outstanding principal amount of
Revolving Credit Loans owed to each Lender shall be equal to such Lender’s Pro
Rata Share of the outstanding principal amount of all Revolving Credit Loans. 
The participation interests of the Lenders in Swing Loans and Letters of Credit
shall be similarly adjusted.  Each of those Lenders whose Pro Rata Share is
increasing shall advance the funds to the Administrative Agent and the funds so
advanced shall be distributed among the Lenders whose Pro Rata Share is
decreasing as necessary to accomplish the required reallocation of the
outstanding Revolving Credit Loans.


7.                 
References to Amended Documents.  All references in the Loan Documents to the Credit
Agreement, the Cash Collateral Agreement, the Indemnity Agreement, the Guaranty
or any other Loan Document amended in connection with this Amendment shall be
deemed a reference to the Credit Agreement, the Cash Collateral Agreement, the
Indemnity Agreement, the Guaranty and such other Loan Documents as modified and
amended herein or therein.  Any references in the Fee Letter to the amount of
the Loans shall be deemed to be a reference to Loans of up to $265,000,000.00,
increasable to up to $300,000,000.00. 


8.                 
Acknowledgment of Borrower and
Guarantors.  Borrower and Guarantors
hereby acknowledge, represent and agree that the Loan Documents, as modified
and amended herein or in connection with this Amendment, remain in full force
and effect and constitute the valid and legally binding obligation of Borrower
and Guarantors, as applicable, enforceable against Borrower and Guarantors in
accordance with their respective terms, and that the execution and delivery of
this Amendment and any other documents in connection herewith does not
constitute, and shall not be deemed to constitute, a release, waiver or
satisfaction of Borrower’s or any Guarantor’s obligations under the Loan
Documents.


9.                 
Representations and Warranties.  Borrower and Guarantors represent and warrant to
Administrative Agent and the Lenders as follows:


(a)               
Authorization.  The execution, delivery and performance of this
Amendment and any other documents in connection herewith and the transactions
contemplated hereby and thereby (i) are within the authority of Borrower and
Guarantors, (ii) have been duly authorized by all necessary proceedings on the
part of the Borrower and Guarantors, (iii) do not and will not conflict with or
result in any breach or contravention of any provision of law, statute, rule or
regulation to which any of the Borrower or Guarantors is subject or any
judgment, order, writ, injunction, license or permit applicable to any of the
Borrower or Guarantors, (iv) do not and will not conflict with or constitute a
default (whether with the passage of time or the giving of notice, or both)
under any provision of the partnership agreement or certificate, certificate of
formation, operating agreement, articles of incorporation or other charter
documents or bylaws of, or any mortgage, indenture, agreement, contract or
other instrument binding upon, any of the Borrower or Guarantors or any of
their respective properties or to which any of the Borrower or Guarantors is
subject, and (v) do not and will not result in or require the imposition of
any lien or other encumbrance on any of the properties, assets or rights of any
of the Borrower or Guarantors.


(b)              
Enforceability.  The execution and delivery of this Amendment and
any other documents in connection herewith are valid and legally binding obligations
of Borrower and Guarantors enforceable in accordance with the respective terms
and provisions hereof and thereof, except as enforceability is limited by
bankruptcy, insolvency, 







13




 










 








 




 








reorganization, moratorium or
other laws relating to or affecting generally the enforcement of creditors’
rights and the effect of general principles of equity.


(c)               
Approvals.  The execution, delivery and performance of this
Amendment and any other documents in connection herewith and the transactions
contemplated hereby do not require the approval or consent of any Person or the
authorization, consent, approval of or any license or permit issued by, or any
filing or registration with, or the giving of any notice to, any court,
department, board, commission or other governmental agency or authority other
than those already obtained.


(d)              
Reaffirmation.  Borrower and Guarantors reaffirm and restate as of
the date hereof each and every representation and warranty made by the Borrower
and Guarantors and their respective Subsidiaries in the Loan Documents or
otherwise made by or on behalf of such Persons in connection therewith except
for representations or warranties that expressly relate to an earlier date.


10.             
No Default.  By execution hereof, the Borrower and Guarantors
certify that as of the date of this Amendment and immediately after giving
effect to this Amendment, no Default or Potential Default has occurred and is
continuing.


11.             
Waiver of Claims.  Borrower and Guarantors acknowledge, represent and
agree that none of such Persons has any defenses, setoffs, claims,
counterclaims or causes of action of any kind or nature whatsoever arising on
or before the date hereof with respect to the Loan Documents, the
administration or funding of the Loan or the Letters of Credit or with respect
to any acts or omissions of Administrative Agent or any Lender, or any past or
present officers, agents or employees of Administrative Agent or any Lender
pursuant to or relating to the Loan Documents, and each of such Persons does
hereby expressly waive, release and relinquish any and all such defenses,
setoffs, claims, counterclaims and causes of action arising on or before the
date hereof, if any.


12.             
Ratification.  Except as hereinabove set forth, all terms,
covenants and provisions of the Credit Agreement, the Cash Collateral
Agreement, the Indemnity Agreement, the Guaranty and any other Loan Documents
amended in connection herewith remain unaltered and in full force and effect,
and the parties hereto do hereby expressly ratify and confirm the Loan
Documents as modified and amended herein and therein.  Guarantors hereby
consent to the terms of this Amendment and ratify each Guaranty.  Nothing in
this Amendment or any other document delivered in connection herewith shall be
deemed or construed to constitute, and there has not otherwise occurred, a
novation, cancellation, satisfaction, release, extinguishment or substitution
of the indebtedness evidenced by the Notes or the other obligations of Borrower
and Guarantors under the Loan Documents.


13.             
Effective Date.  This Amendment shall be deemed effective and in
full force and effect as of the date hereof upon the satisfaction of the
following conditions:


(a)               
the execution and delivery of this
Amendment by Borrower, Guarantor, Administrative Agent and all of the Lenders;


(b)              
An opinion of counsel to the
Borrower and the Guarantors addressed to the Administrative Agent and the
Lenders covering such matters as the Administrative Agent may reasonably
request;


(c)               
A Revolving Promissory Note duly
executed by the Borrower in favor of each New Lender in the amount set forth
next to such Lender’s name on Schedule 1.1 attached hereto;


(d)              
A Swing Loan Note duly executed by
the Borrower in favor of KeyBank in the amount of the new Swing Loan
Commitment;


(e)               
Evidence that the Borrower shall
have paid all fees due and payable with respect to this Amendment; and









14




 










 








 




 








(f)               
Such other resolutions,
certificates, documents, instruments and agreements as the Administrative Agent
may reasonably request.


The Borrower will pay the reasonable fees and expenses of Administrative
Agent in connection with this Amendment.


14.             
Amendment as Loan Document.  This Amendment shall constitute a Loan Document.


15.             
Counterparts.  This Amendment may be executed in any number of
counterparts which shall together constitute but one and the same agreement.


16.             
MISCELLANEOUS.  THIS AMENDMENT SHALL, PURSUANT TO NEW YORK GENERAL
OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.  This Amendment shall be binding upon and
shall inure to the benefit of the parties hereto and their respective permitted
successors, successors-in-title and assigns as provided in the Credit
Agreement.


 





 









15




 










 








 




 








IN WITNESS
WHEREOF, the parties hereto have
hereto set their hands and affixed their seals as of the day and year first
above written.


BORROWER: 


PHILLIPS EDISON ARC –
SHOPPING CENTER OPERATING PARTNERSHIP, L.P., a Delaware limited partnership


By:       PHILLIPS
EDISON SHOPPING 

CENTER OP GP LLC, a Delaware limited 

liability company, its General Partner


By: /s/ Richard J. Smith___________________       


Name: Richard J. Smith___________________

Title: Vice President______________________ 


(SEAL)


REIT: 


 


PHILLIPS EDISON ARC –
SHOPPING CENTER REIT INC., a Maryland
corporation


By: /s/ Richard J. Smith_________________________

Name: Richard J. Smith_________________________

Title: Vice President____________________________ 


(SEAL)


GENERAL PARTNER: 


 


PHILLIPS EDISON SHOPPING
CENTER OP GP LLC, a Delaware limited
liability company


By: /s/ Richard J. Smith_________________________

Name: Richard J. Smith_________________________

Title: Vice President____________________________ 


 (SEAL) 


[Signatures Continued On Next Page]





 









16




 










 








 




 








SUBSIDIARY
GUARANTORS: 


 


HERON CREEK STATION LLC, a Delaware limited liability company


By: /s/ Richard J. Smith__________________________

Name: Richard J. Smith__________________________

Title: Vice President_____________________________ 


 [SEAL] 


QUARTZ HILL STATION LLC,

a Delaware limited liability company


By: /s/ Richard J. Smith________________________

Name: Richard J. Smith________________________

Title: Vice President___________________________ 


 [SEAL] 


VILLAGE ONE STATION LLC,

a Delaware limited liability company


By: /s/ Richard J. Smith__________________________

Name: Richard J. Smith__________________________

Title: Vice President_____________________________ 


 [SEAL] 


HILFIKER STATION LLC,

a Delaware limited liability company


By: /s/ Richard J. Smith__________________________

Name: Richard J. Smith__________________________

Title: Vice President_____________________________ 


 [SEAL] 


[Signatures Continued On Next Page]





 









17




 










 








 




 








BUTLER
CREEK STATION LLC,

a Delaware limited liability company


By: /s/ Richard J. Smith_______________________

Name: Richard J. Smith_______________________

Title: Vice President__________________________ 


 [SEAL] 


FAIRVIEW OAKS STATION LLC,

a Delaware limited liability company


By: /s/ Richard J. Smith__________________________

Name: Richard J. Smith__________________________

Title: Vice President_____________________________ 


 [SEAL] 


GRASSLAND CROSSING STATION
LLC,

a Delaware limited liability company


By: /s/ Richard J. Smith__________________________

Name: Richard J. Smith__________________________

Title: Vice President_____________________________ 


 [SEAL] 


HAMILTON RIDGE STATION LLC,

a Delaware limited liability company


By: /s/ Richard J. Smith­­__________________________

Name: Richard J. Smith__________________________

Title: Vice President_____________________________ 


 [SEAL] 


MABLETON CROSSING STATION
LLC,

a Delaware limited liability company


By: /s/ Richard J. Smith__________________________

Name: Richard J. Smith__________________________

Title: Vice President_____________________________ 


 [SEAL] 


[Signatures Continued On Next Page]












18




 










 








 




 








WESTRIDGE
STATION LLC, 

a Delaware limited liability company


By: /s/ Richard J. Smith__________________________

Name: Richard J. Smith__________________________

Title: Vice President_____________________________ 


 [SEAL] 


FAIRLAWN STATION LLC,

a Delaware limited liability company


By: /s/ Richard J. Smith__________________________

Name: Richard J. Smith__________________________

Title: Vice President_____________________________ 


 [SEAL] 


MACLAND POINTE STATION
LLC,

a Delaware limited liability company


By: /s/ Richard J. Smith__________________________

Name: Richard J. Smith__________________________

Title: Vice President_____________________________ 


 [SEAL] 





 









19




 










 








 




 








LENDERS: 


 


KEYBANK NATIONAL
ASSOCIATION, 

individually and as Administrative
Agent


By: /s/ Michael P. Szuba_______________________

Name: Michael P. Szuba_______________________

Title: Vice President__________________________ 


 












20




 










 








 




 








BANK
OF AMERICA, N.A.


By: /s/ Jeffrey D.
Cartwright_____________________

Name: Jeffrey D. Cartwright_____________________

Title: Vice President___________________________ 


 


 












21




 










 








 




 








UNION
BANK, N.A.


By: /s/ Gregory A. Conner______________________

Name: Gregory A. Conner______________________

Title: Assistant Vice President___________________   





 









22




 










 








 




 








JPMORGAN
CHASE BANK, N.A.


By: /s/ David C. Weislogel_____________________

Name: David C. Weislogel_____________________

Title: Senior Credit Banker_____________________ 


JPMorgan Chase Bank, N.A.

10 South Dearborn, Floor 19

Chicago, Illinois 60603

Attn: David C. Weislogel








23




 










 








 




 








U.S. BANK NATIONAL ASSOCIATION


By: /s/ Mark Bicker______________________

Name: Mark Bicker______________________

Title: Vice President_____________________ 


  U.S. Bank National
Association

  425 Walnut Street, 10th Floor

  Cincinnati, Ohio 45202

  Attn: Michael Wheat












24




 










 








 




 








WELLS
FARGO BANK, NATIONAL ASSOCIATION


By: /s/ John M. Freeman,
Jr_________________________

Name: John M. Freeman, Jr.________________________

Title: Vice President______________________________ 


Wells
Fargo Bank, National Association

1750 H. Street NW, Ste. #400

Washington, DC 20006


Attn: 
John M. Freeman, Jr.












25




 










 








 




 








PNC
BANK, NATIONAL ASSOCIATION


By: /s/ Brian B. Fagan__________________________

Name: Brian B. Fagan__________________________

Title: Senior Vice President______________________ 


PNC Bank, National
Association

201 East Fifth Street, B1-BM01-02-3

Cincinnati, Ohio 45202

Attn: Brian B. Fagan








26




 










 








 




 








DEUTSCHE BANK A.G., NEW YORK BRANCH


By: /s/ George P. Reynolds______________________

Name: George P. Reynolds______________________

Title: Director_________________________________ 


By: /s/ James Rolison___________________________

Name: James Rolison___________________________

Title: Managing Director_________________________ 


Deutsche
Bank A.G., New York Branch


_____________________________________________


_____________________________________________


Attn: 
________________________________________


 





 









27




 










 








 




 








SCHEDULE
1.1


PRO
RATA SHARES


Schedule 1.1 to REVOLVING  LOAN AGREEMENT between (i)
PHILLIPS EDISON – ARC SHOPPING CENTER OPERATING PARTNERSHIP, L.P., a
Delaware limited partnership, as “Borrower”, (ii) KEYBANK NATIONAL
ASSOCIATION, as “Administrative Agent”, and (iii) various Lenders, dated as
of December 21, 2012.


	
  Lender

  	
  Commitment Amount

  	
  Pro Rata Share

  
	
  KEYBANK NATIONAL ASSOCIATION

  	
  $40,000,000.00

  	
  15.0943396226%

  
	
  BANK OF AMERICA, N.A.

  	
  $40,000,000.00

  	
  15.0943396226%

  
	
  UNION BANK, N.A.

  	
  $40,000,000.00

  	
  15.0943396226%

  
	
  JPMORGAN CHASE BANK, N.A.

  	
  $35,000,000.00

  	
  13.2075471698%

  
	
  U.S. BANK NATIONAL ASSOCIATION

  	
  $30,000,000.00

  	
  11.3207547170%

  
	
  WELLS FARGO BANK, NATIONAL ASSOCIATION

  	
  $30,000,000.00

  	
  11.3207547170%

  
	
  PNC BANK, NATIONAL ASSOCIATION

  	
  $25,000,000.00

  	
  9.4339622642%

  
	
  DEUTSCHE BANK A.G., NEW YORK BRANCH

  	
  $25,000,000.00

  	
  9.4339622642%

  
	
  TOTALS

  	
  $265,000,000.00

  	
  100%

  




 


(Percentages
may not total 100% due to rounding)





 









28




 










 








 




 








EXHIBIT C


DISBURSEMENT PLAN


Exhibit C to REVOLVING LOAN AGREEMENT between (i) PHILLIPS
EDISON – ARC SHOPPING CENTER OPERATING PARTNERSHIP, L.P., a Delaware
limited partnership, as “Borrower”, (ii) KEYBANK NATIONAL ASSOCIATION,
as “Administrative Agent”, and (iii) various Lenders, dated as of December 21,
2012.


1.     
Timing of Disbursement.  Unless another provision of this Agreement
specifies otherwise, Borrower shall submit to:


	
  ______________________________

  ______________________________

  ______________________________

  ______________________________

  Attention: _____________________

  

  

  
	
  With
  a copy to:

  ______________________________

  ______________________________

  ______________________________

  ______________________________

  Attention: _____________________

  

  

  




a written itemized statement,
signed by Borrower in the form attached hereto (“Application for Payment”)
setting forth:


1.1       the date on which Borrower requests that such disbursement be
made (subject to Section 11.3, the “Funding Date”), which
date shall in no event be later than three (3) Business Days (or one (1)
Business Day if such disbursement is to bear interest by reference to the Base
Rate or the Daily LIBOR Rate) following submittal by Borrower to Administrative
Agent of the Application for Payment, together with all related supporting
information and certificates and the satisfaction by Borrower of each
applicable condition to disbursement set forth in this Agreement; and


1.2       If Borrower requests that such disbursement accrue interest
in whole or in part at a Fixed Rate, the amount of each Fixed Rate Portion and
each Fixed Rate Period applicable to such disbursement.


Each
Application for Payment by Borrower shall constitute a representation and
warranty by Borrower that Borrower is in compliance with all the conditions
precedent to a disbursement specified in this Agreement, that Borrower is in
compliance with all of the financial covenants of Borrower set forth in Section 8.15 
of this Agreement, and that there exists no Default or Potential Default under
this Agreement.


2.        Lenders’ Right to Condition
Disbursements.  Administrative Agent and Lenders’ shall have the right to
condition any disbursement upon Administrative Agent’s receipt and approval of
the following:


2.1        the
Application for Payment;


2.2     any other document, requirement, evidence or information that
Administrative Agent may reasonably request under any applicable provision of
the Loan Documents.












29




 










 








 




 








Application for Payment


KEYBANK NATIONAL
ASSOCIATION


DISBURSEMENT REQUEST


Date:
_____________________                                                              Request
# _______________


Borrower: 
PHILLIPS EDISON – ARC SHOPPING CENTER OPERATING PARTNERSHIP, L.P.,
a Delaware limited partnership 


Total
Loan Amount:  $______________


Request
made under Revolving Loan Agreement dated December 21, 2012 (“Loan Agreement”)
 


Disburse
funds to Borrower’s Account:  Account No. ________________


A
request is hereby made for payment of the sum indicated below which we believe
to is payable in accordance with the Loan Agreement referred to above between
Borrower and Lender.  Following is a summary of the payment requested.


Intended
use of funds:


___________________________________________________________________________________


___________________________________________________________________________________


Amount of this Request:                                                                              
$_______________________


Total Disbursed to Date and
remaining unpaid,


Including This Request                                                                                
$_______________________


Total Undisbursed                                                                                        
$_______________________


FOR OFFICE USE ONLY


Date
Rec’d Disb. Dept.: _____________   Other: ___________________________


Check
Attached: ___________________               Copies Sent:________________


EXPRESS
MAIL TO:


	
  _________________________________

  _________________________________

  _________________________________

  _________________________________

  Attention: ________________________ 

  	
  _________________________________

  _________________________________

  _________________________________

  _________________________________

  Attention: ________________________ 

  




1.          Borrower hereby
represents and warrants to Administrative Agent and the Lenders that as of the
date of this Disbursement Request (capitalized terms not defined in this
Disbursement Request are defined in the Loan Agreement):


(a)      No Default exists under the Loan
Agreement or under any other Loan Documents nor has there occurred or failed to
occur any event which continues as of the date hereof and may with the giving
of notice or the passage of time become a Default;


(b)        There does not exist a breach
of any financial covenant set forth in the Loan Agreement;









30




 










 








 




 








(c)     All
representations and warranties of Borrower and Guarantor contained in the Loan
Documents are true and correct in all material respect both as of the date as
of which they were made and as of the date of the requested advance or issuance
of a Letter of Credit;


(d)       There is no order or decree in
any court of competent jurisdiction enjoining or prohibiting Borrower from
performing its obligations under the Loan Agreement or other Loan Documents;
and


(e)     All amounts previously disbursed
under the Facility have been applied by Borrower as indicated in previous
Disbursement Requests.


BORROWER:


 


PHILLIPS
EDISON - ARC SHOPPING CENTER OPERATING PARTNERSHIP, L.P.,


a Delaware limited partnership


 


By:      Phillips
Edison Shopping Center

OP GP LLC, a Delaware limited liability company

Its: General Partner


 


By:________________________________


Name:______________________________

Title:_______________________________





 









31




 










 








 




 








EXHIBIT F


FIXED RATE NOTICE


KeyBank
National Association, as Administrative Agent

  4910 Tiedeman Road

  Brooklyn, Ohio  44144

Attention:  ________________________


Date:_____________________________


 


Ladies
and Gentlemen:


Reference is made to the promissory note
made by Phillips Edison – ARC Shopping Center Operating Partnership, L.P., a Delaware limited partnership (“Borrower”), in favor of KeyBank National Association (the
“Note”) pursuant to that certain Revolving Loan Agreement dated as of December
21, 2012, by and between Borrower and KeyBank National Association (the “Loan
Agreement”).  Capitalized terms used herein shall have the meanings set forth
in the Loan Agreement.  The undersigned hereby gives notice pursuant to
Section 2.8(f) of the Loan Agreement of its desire for a Fixed Rate
Portion of the proceeds of the loan evidenced by the Note.


The Following are the details of the Fixed
Rate funding election to be set up as of the commencement date specified below:


1.          The Fixed Rate Commencement
Date is:


2.          The Fixed Rate Period expires:


3.          The amount of the Fixed Rate
Portion is:


4.          The Fixed Rate funding rate is
the LIBO Rate plus the Applicable Margin


The sources for the above LIBO Rate are as
follows (Choose as appropriate):


Base Rate Note Outstanding
Balance:

Adjusted Daily LIBOR Rate advance Outstanding Balance:

Interest due:___________________________

Current Fixed Rate Period maturing _________:




Total:


The next FIXED RATE ELECTION NOTIFICATION
date is ______.


 











32