NINTH AMENDMENT TO REAL ESTATE SALE AGREEMENT






THIS NINTH AMENDMENT TO REAL ESTATE SALE
AGREEMENT (the “Amendment”) is made as of this _____ day of February, 2013,
between MCW-RC III MURRAY LANDING, LLC, a Delaware limited liability
company (“MCW Murray”), MCW-RC III KLEINWOOD CENTER, L.P., a Texas
limited partnership (“MCW Kleinwood”), MCW-RC III VINEYARD SHOPPING CENTER,
LLC, a Delaware limited liability company (“MCW Vineyard”), REGENCY
REALTY GROUP, INC., a Florida corporation (“Regency”), and REGENCY
CENTERS, L.P., successor by merger to KLEINWOOD CENTER, LLC, a Delaware
limited liability company (“Kleinwood Center”) (collectively referred to herein
as “Seller”), and THE PHILLIPS EDISON GROUP LLC, an Ohio limited
liability company (referred to herein as “Buyer”).


RECITALS:


A.               
Buyer, MCW Murray, MCW Kleinwood, MCW Vineyard, Regency, and Kleinwood
Center previously executed that certain Real Estate Sale Agreement dated
October 4, 2012, as amended by that certain First Amendment to Real Estate Sale
Agreement dated October 12, 2012, as amended by that certain Second Amendment
to Real Estate Sale Agreement dated November 5, 2012, as amended by that
certain Third Amendment to Real Estate Sale Agreement dated November 6, 2012,
as amended by that certain Fourth Amendment to Real Estate Sale Agreement dated
November 7, 2012, as amended by that certain Fifth Amendment to Real Estate
Sale Agreement dated November 8, 2012, as amended by that certain Sixth
Amendment to Real Estate Sale Agreement dated November 16, 2012, as amended by
that certain Seventh Amendment to Real Estate Sale Agreement dated January 3,
2013, as further amended by that certain Eighth Amendment to Real Estate Sale
Agreement dated January 31, 2013 (collectively, the “Agreement”), for the
purchase and sale of certain improved property more particularly described in
the Agreement.


B.                
Buyer and Seller have reached an agreement to amend the terms of the
Agreement as hereinafter set forth.


C.                
Except as otherwise expressly provided for herein, capitalized terms
used herein shall have the same meaning as set forth in the Agreement.


NOW,
THEREFORE, in consideration of the premises and for good and valuable
consideration, the receipt of which is hereby acknowledged, Buyer and Seller
acknowledge and agree as follows: 


1.                 
The first sentence of Section 3.4 of the Agreement is hereby amended and
restated as follows:


           “The
Closing shall take place at or through the offices of Escrow Agent at 10:00
A.M. on March 1, 2013.”


2.                 
Section 4.18 of the Agreement is hereby amended and restated in its
entirety as follows:


“4.18 Existing
Loan.  The Existing Loan is in full force and effect, and Seller is not in
default thereunder.  Seller has not received any written notice of any uncured
default from the Existing Lender or any other party charged with administering
the Existing Loan on behalf of the lender thereunder.  Seller will immediately
notify Buyer of any notice of default received by Seller under the Existing
Loan.  During the pendency of this Agreement, Seller shall comply with and
perform all of its obligations under the Existing Loan Documents.  True,
accurate and complete copies of the Existing Loan Documents have been furnished
to Buyer.”









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3.                 
Solely with regard to a breach by Seller of its representations under
Section 4.18 of the Agreement, the Cap, as defined in Section 10.12 of the
Agreement, shall be Three Million and 00/100 Dollars ($3,000,000.00).  The Cap
shall remain One Million Five Hundred Thousand and 00/100 Dollars
($1,500,000.00) for all other purposes under the Agreement.


4.                 
Regency Centers, L.P. joins in this Amendment as “Guarantor” for the
purpose of evidencing its guaranty of each of the respective Seller’s
obligations in the event of a post-Closing discovery of a breach by each
respective Seller of its representations under Section 4.18 of the Agreement.


5.                 
Buyer acknowledges and agrees that Seller has fully performed all of its
obligations under Section 10.27 of the Agreement with respect to the Roof
Repair at the Vineyard Property, and therefore Section 10.27 of the Agreement
is deleted in its entirety.


6.                 
The remaining terms and conditions of the Agreement remain in full force
and effect.


7.                 
This Amendment may be executed by the parties hereto individually or in
combination, in one or more counterparts, each of which shall be an original
and all of which will constitute one and the same Agreement.


8.                 
The parties hereby agree that an executed facsimile or pdf copy of this
Amendment may be transmitted to either party and be deemed an original for
purposes hereof.


 


SIGNATURES BEGIN ON FOLLOWING PAGE












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        IN WITNESS WHEREOF,
the parties hereto have executed this Amendment as of the day and year first
above written.


 


	
   

  	
  “MCW
  MURRAY”

  MCW-RC III MURRAY LANDING, LLC, a Delaware limited liability company

  By:
  MCW-RC III Murray Landing Member, LLC, a Delaware limited liability company

  Its: Sole member

         By:    Macquarie
  CountryWide-Regency III, LLC, a       

        
  Delaware limited liability company

         Its:    Sole member

                  By:    Macquarie-Regency
  Management, LLC, a   

                  Delaware
  limited liability company

                  Its:     Managing member

   

                            By: 
  Regency Centers, L.P., a Delaware  

                            limited
  partnership

                            Its:   Managing member

   

                                   
  By:   Regency Centers Corporation, a

                                 
    Florida corporation

                                    Its:   General partner

   

    
                                         By: /s/ Barry Argalas________

                                            Name:  Barry Argalas

                                            Title:    Senior Vice President

  







 









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  “MCW KLEINWOOD”

  MCW-RC III KLEINWOOD
  CENTER, L.P., a Texas limited
  partnership

  By: MCW-RC III Kleinwood GP,
  LLC, a Delaware limited liability company

  Its: General partner

   

          By:  Macquarie
  CountryWide-Regency III, LLC, a        

          Delaware limited
  liability company

          Its:   Sole member

   

                  By:  Macquarie-Regency
  Management, LLC, a

                  Delaware
  limited liability company

                  Its:   Managing member

   

                          By: Regency
  Centers, L.P., a Delaware 

                          limited
  partnership

                          Its:  Managing member

   

                                
  By: Regency Centers Corporation, a 

                                
  Florida corporation

                                 Its:  General partner

   

                                        By: 
  /s/ Barry Argalas

                                        Name:  Barry Argalas

                                        Title:    Senior Vice President

  







 









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  “MCW
  VINEYARD”

  MCW-RC III VINEYARD SHOPPING CENTER, LLC, a Delaware limited liability company

  By:
  MCW-RC III Vineyard Member, LLC, a Delaware limited liability company

  Its:  Sole member

         By:     Macquarie
  CountryWide-Regency III, LLC, a 

         Delaware limited
  liability company

         Its:      Sole member

   

                    By:  Macquarie-Regency
  Management, LLC, a

                    Delaware
  limited liability company

                    Its:  Managing member

   

                            By: 
  Regency Centers, L.P., a Delaware

                            limited
  partnership

                            Its:  Managing member

   

                                   
  By:  Regency Centers Corporation, a

                                  
   Florida corporation

                                    Its:  General partner

   

                                            By: 
  /s/ Barry Argalas__________  

                                           
  Name:  Barry Argalas

                                            Title:    Senior Vice President

  







 









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  “REGENCY”

  REGENCY REALTY GROUP, INC.,
  a Florida corporation

   

  By:     
  /s/ Barry Argalas___________________________

  Name:  Barry Argalas

  Title:    Senior Vice President

  







 









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  “KLEINWOOD
  CENTER”

  REGENCY CENTERS, L.P., a
  Delaware limited partnership

  By: 
  Regency Centers Corporation, a Florida corporation

  Its:  General partner

        
  By:        /s/ Barry Argalas______________________

         Name:  Barry Argalas

         Title:    Senior Vice President

  







 









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  “BUYER”

  

  

  THE PHILLIPS EDISON GROUP
  LLC, 

  an Ohio limited liability
  company

   

  By:     
  Phillips Edison Limited Partnership,

             
  a Delaware limited partnership,

  Its:       Managing Member

             
  By:      Phillips Edison & Company, Inc.,

                         
  a Maryland corporation,

              Its:       General Partner

                 
          By:       /s/ Robert F. Myers_____ 

                         
  Name:_____________________

                         
  Its:________________________

   

   

  




 





 









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  “GUARANTOR”

  REGENCY CENTERS, L.P., a
  Delaware limited partnership

  By:
   Regency Centers Corporation, a Florida corporation

  Its:  General partner

        
  By:           /s/ Barry Argalas___________________

         Name:  Barry Argalas

         Title:    Senior Vice President

  




 











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