FIFTH AMENDMENT TO REAL ESTATE SALE AGREEMENT






THIS FIFTH AMENDMENT TO REAL ESTATE SALE
AGREEMENT (the “Amendment”) is made as of this 8th day of November, 2012,
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
further amended by that certain Second Amendment to Real Estate Sale Agreement
dated November 5, 2012, as further amended by that certain Third Amendment to
Real Estate Sale Agreement dated November 6, 2012, as further amended by that
certain Fourth Amendment to Real Estate Sale Agreement dated November 7, 2012
(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.     
Section 1.25 of the Agreement and
Exhibit 1.25 to the Agreement are hereby amended to state that the term Real
Property, as applied to the Kleinwood Property, shall mean the lands and
easements more particularly described in the attached Exhibit A. All references
to the Existing Title Policy for Kleinwood Property are hereby deleted.


 


2.     
The first sentence of Section 3.4
of the Agreement is hereby deleted in its entirety and restated as follows:
“The Closing shall take place at or through the offices of Escrow Agent at
10:00 A.M. on the earlier of (i) the sixtieth (60th) day following
the last day of the Inspection Period or (ii) ten (10) days after Buyer, Seller
and Existing Lender shall have reached agreement on the Assumption Documents.


 


3.     
The provisions of Section 7 of the
Agreement to the contrary notwithstanding, Buyer shall have until 6:00 p.m.
local Jacksonville, Florida time on November 15, 2012 to obtain a Survey for
the portion of the Kleinwood Property identified as tax parcel APN#
1237030010004 (the “Additional Survey”) and to notify Seller in writing of any
objections to such Additional Survey.  Any such objections shall be handled in
accordance with the provisions of Section 7 of the Agreement.


 


 


4.     
The Buyer hereby
acknowledges that Buyer has completed its due diligence review of the Property
and has elected to go forward with the Agreement to Closing, subject to the
Buyer’s previous title 







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objections and Buyer’s right to
object to the Additional Survey, which objections shall be governed by the
terms of Section 7 of the Agreement.  The Inspection Period has not been extended
pursuant to Section 3.3(e) of the
Agreement and shall expire simultaneous with the
execution of this Agreement.


 


5.     
Section 10.19 of the Agreement is
hereby amended and restated in its entirety as follows:


“10.19 Escrow for Med Spa at Kleinwood Property.  Buyer and
Seller have agreed to establish an escrow account at Closing with respect to
space B134 (approximately 1,600 square feet) of the Kleinwood Property
contemplated to be leased to Med Spa (the "Med Spa Space").  At
Closing, Seller shall deposit with the Escrow Agent the sum of $39,600.00 (the
“Med Spa Rent Escrow “) for eighteen (18) months' (the "Med Spa Escrow
Term") gross rent for the Med Spa Space.  The Med Spa Rent Escrow shall be
held in an interest bearing account in the name of MCW-RC III Kleinwood Center,
L.P.  During the Med Spa Escrow Term, until such time that Med Spa or a
substitute tenant commences paying monthly rent in an amount not less than
$2,200.00 (the “Med Spa Minimum Monthly Rent”) for the Med Spa Space, Buyer
shall be entitled to monthly disbursements from the Med Spa Rent Escrow on the
first (1st) day of each calendar month in an amount equal to the difference
between the aggregate Med Spa Minimum Monthly Rent and the amount of monthly
rent actually received by Buyer for the previous month with respect to the Med
Spa Space (the “Med Spa Monthly Rent Payment”).  At Closing, the Buyer shall
receive the pro-rated portion of such Med Spa Monthly Rent Payment for the
month of Closing.  The Escrow Agent shall make such Med Spa Monthly Rent
Payment within five (5) days after request from Buyer for such disbursement.  


In the event Seller has executed a new lease (the “New Lease”) with a
new tenant prior to Closing, no escrow for tenant improvement allowance or
leasing commissions shall be required at Closing.  In such event, the Seller
shall pay the tenant improvement allowance and leasing commissions due under
the New Lease directly to the new tenant and brokers as they become due.  If a
New Lease has not been executed at Closing, Seller shall deposit with Escrow
Agent $45,600.00 (the “Med Spa TI/LC Escrow Funds”), which Med Spa TI/LC Escrow
Funds shall be held in an interest bearing account in the name of MCW-RC III
Kleinwood Center, L.P.  At such time after Closing that the tenant under a new
lease of the Med Spa Space is entitled to a tenant improvement allowance and/or
a leasing commission is owed under such new lease, the Escrow Agent shall
disburse to Buyer a portion of the Med Spa TI Escrow in an amount equal to such
tenant improvement allowance to be disbursed to such tenant and/or such leasing
commission to be paid in accordance with the new lease, not to exceed (i)
$45,600.00 in the aggregate if the tenant under such new lease is Med Spa or
(ii) $32,000.00 in the aggregate if the tenant under such new lease is anyone
other than Med Spa.  In any event, the Buyer acknowledges and agrees that it
shall be responsible for any additional landlord obligations necessary to
deliver the Med Spa Space to the new tenant in the condition required under a
new lease for the Med Spa Space.  At the expiration of the Med Spa Escrow Term,
the Escrow Agent shall return any remaining Med Spa TI/LC Escrow Funds to
Seller.”


6.                 
The following Section 2.7(a)(8) is
hereby added to the Agreement:


                      “(8)    A credit to Buyer in the amount of Eighty
Two Thousand Five Hundred Sixty and 00/100 Dollars ($82,560.00) as a credit for
any tenant improvement costs for the Anytime Fitness space within the Murray
Landing Property.”


7.                 
The following Section 10.27 is
hereby added to the Agreement:









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                       “10.27 Escrow for Roof
Repairs at Vineyard Property.  Buyer and Seller have agreed to establish an
escrow account at Closing in order to contribute to Buyer’s potential future
obligations related to roof repairs at the Vineyard Property (the “Roof
Repairs”), such work to be completed within one hundred twenty (120) days after
the Closing Date (the “Roof Escrow Term”). At Closing, Seller shall deposit
with Escrow Agent the sum of $300,000.00 (the “Roof Escrow Funds”) which shall
be held in an interest bearing account in the name of MCW-RC III Vineyard
Shopping Center, LLC. At no cost to Buyer, prior to Closing, Seller shall use
good faith efforts to seek reimbursement of the costs associated with the Roof
Repairs from GAF.  Buyer shall be permitted to draw from the Roof Escrow Funds
in order to reimburse Buyer for any costs incurred by Buyer with respect to the
Roof Repairs which have not been reimbursed by GAF to Buyer.  The Escrow Agent shall make such disbursements within
five (5) days after request from Buyer for such disbursement.


           Upon
the expiration of the Roof Escrow Term, the Escrow Agent shall forward any
remaining Roof Escrow Funds to the Seller, and the Buyer shall no longer be
entitled to any disbursements from the Roof Escrow Funds.”


8.                 
The remaining terms and conditions
of the Agreement remain in full force and effect.


 


9.                 
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.


 


10.             
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


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:  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


 









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By:  Regency Centers Corporation, a 


                              Florida
corporation


                       Its:  General Partner




              By:  /s/ Barry Argalas_______________

              Name: Barry Argalas

               Its:      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

                      Its:        Senior Vice President 


 












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“MCW VINEYARD”






 


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


 


By:  Macquarie CountryWide-Regency III, LLC,
a       


       Delaware limited liability company


Its:  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

                     Its:   Senior Vice President


 












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“REGENCY






 


REGENCY REALTY GROUP, INC., a Florida
corporation


 


 


 


By:  /s/ Barry Argalas____________________ 


Name:  Barry Argalas

Its:  Senior Vice President


 


 












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“KLEINWOOD CENTER”






 


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


 


By:  Regency Centers Corporation


Its:  General Partner


 


       By:  /s/ Barry Argalas__________________ 


       Name:  Barry Argalas

       Its:     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/ Barry
  Argalas_____ 

                        Name: Barry
  Argalas____ 

                        Its:   President__________ 

   

   

  




 


 


 


 


 


 


 


 


 


 












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Exhibit A


   


 


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