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

  
	
  11501
  NORTHLAKE DR

  
	
  CINCINNATI,
  OH 45249

  
	
   

  
	
  Attn:

  	
  Richard J. Smith

  
	
  Phone:

  	
  (513) 619-5059

  
	
   

  
	
  From:

  	
  James
  Isler

  
	
  Phone:

  	
  (412) 78-5872

  
	
   

  
	
  Reference:

  	
  MX_44970

  
	
  USI:

  	
  1030450478MX_44970

  






 




	
  The purpose of this letter agreement
  is to confirm the terms and conditions of the Interest Rate Swap transaction
  (the "Transaction") entered into between PHILLIPS EDISON - ARC
  SHOPPING CENTER OPERATING PARTNERSHIP, L.P. ("COUNTERPARTY") and
  PNC Bank, National Association ("PNC") on the Trade Date specified
  below. By signing below, COUNTERPARTY acknowledges that it has consented to
  receive this Confirmation via electronic mail.

  
	
  1.

  	
  The definitions and provisions
  contained in the 2006 ISDA Definitions (as published by the International
  Swaps and Derivatives Association, Inc.) and any addenda or revisions
  thereto, are incorporated into this Confirmation. In the event of any
  inconsistency between those definitions and provisions and this Confirmation,
  this Confirmation will govern.

  
	
  2.

  	
  This Confirmation constitutes a
  “Confirmation” as referred to in, and supplements, forms part of and is
  subject to, that certain ISDA Master Agreement and related Schedule between
  COUNTERPARTY and PNC, dated as of March 27, 2013 (as amended, modified, renewed or restated from time to time, the “ISDA
  Master Agreement”).  All provisions contained in or incorporated by
  reference in such ISDA Master Agreement shall govern this Confirmation,
  except as modified expressly below.   In the event of any inconsistency
  between the provisions of such ISDA Master Agreement and this Confirmation,
  this Confirmation will govern for purposes of the Transaction.

  
	
  3.

  	
  Each party represents to the other
  party that:

  
	
   

  	
  (a)

  	
  It is acting for its own account as
  principal, and it has made its own independent decisions to enter  into the
  ISDA Master Agreement and the Transaction and as to whether the ISDA Master
  Agreement and the Transaction each is appropriate or proper for it based upon
  its own judgment and upon advice from such advisers as it has deemed
  necessary to permit it to evaluate the merits and risks of the ISDA Master
  Agreement and the Transaction. It is not relying on any communication
  (written or oral) of the other party as investment advice or as a
  recommendation to enter into the ISDA Master Agreement or the Transaction; it
  being understood that information and explanations related to the terms and
  conditions of the ISDA Master Agreement or the Transaction shall not be
  considered investment advice or a recommendation to enter into the ISDA
  Master Agreement or the Transaction. No communication (written or oral)
  received from the other party shall be deemed to be an assurance or guarantee
  as to the expected results of the ISDA Master Agreement or the Transaction.

  
	
   

  	
  (b)

  	
  It is capable of assessing the merits
  of and understanding (on its own behalf or through independent professional
  advice), and understands and accepts, the terms, conditions and risks of the
  ISDA Master Agreement and the Transaction. It is also capable of assuming,
  and assumes, the risks of the ISDA Master Agreement and the Transaction.

  
	
   

  	
  (c)

  	
  The other party is not acting as a
  fiduciary for or an adviser to it in respect of the ISDA Master Agreement or
  the Transaction.

  
	
   

  	
  (d)

  	
  It has entered into the Transaction in
  connection with a line of its business and for purposes of hedging and not
  for the purpose of speculation.

  











 




 










 








 




 











 




	
  4.

  	
  The
  terms of the Transaction to which this Confirmation relates are as follows:

  
	
   

  	
  Type
  Of Transaction:

  	
  Interest Rate Swap

  
	
   

  	
  Notional
  Amount:

  	
  USD 50,000,000.00

  
	
   

  	
  Trade
  Date:

  	
  March 27, 2013

  
	
   

  	
  Effective
  Date:

  	
  April 2, 2013

  
	
   

  	
  Termination
  Date:

  	
  December 21, 2017

  






 




	
  Fixed
  Amounts:

  
	
  Fixed
  Rate Payer:

  	
  COUNTERPARTY

  
	
  Fixed
  Rate Calculation Periods:

  	
   

  The initial Calculation Period will be
  from and including the Effective Date to but excluding May 1, 2013.
  Thereafter, from and including the first (1st) day of each month
  to but excluding the first (1st) day of the following month.  With
  the final Calculation Period being from and including December 1, 2017, to
  but excluding the Termination Date. Each calculation period subject to
  adjustment in accordance with the Following Business Day Convention.

  
	
  Fixed
  Rate Payer Payment Dates:

  	
   

  The initial payment will commence on
  May 1, 2013, and thereafter on the first (1st) day of each month,
  and ending on the Termination Date, subject to adjustment in accordance with
  the Following Business Day Convention.

  
	
  Fixed
  Rate:

  	
  0.80%

  
	
  Fixed
  Rate Day Count Fraction:

  	
   

  Actual/360

  
	
  Business
  Days:

  	
  New York and London

  






 




	
  Floating
  Amounts:

  
	
  Floating
  Rate Payer:

  	
  PNC

  
	
  Floating
  Rate Calculation Periods:

  	
   

  The initial Calculation Period will be
  from and including the Effective Date to but excluding May 1, 2013.
  Thereafter, from and including the first (1st) day of each month
  to but excluding the first (1st) day of the following month.  With
  the final Calculation Period being from and including December 1, 2017, to
  but excluding the Termination Date. Each calculation period subject to
  adjustment in accordance with the Following Business Day Convention

  
	
  Floating Rate Payer Payment Dates:

  	
   

  The initial payment will commence on
  May 1, 2013, and thereafter on the first (1st) day of each month,
  and ending on the Termination Date, subject to adjustment in accordance with
  the Following Business Day Convention.

  
	
  Floating
  Rate for Initial Calculation Period:

  	
   

  0.20%

  
	
  Reset
  Dates:

  	
  The first day of each Floating Rate
  Calculation Period, with Period End Dates subject to adjustment in accordance
  with the Following Business Day Convention.

  
	
  Floating
  Rate Option:

  	
  USD-LIBOR-BBA-Bloomberg, (as
  necessary) round to nearest 1/100th of 1% provided, however, that
  the reference to “London Banking Days" that appears in the 4th line of
  the definition of “USD-LIBOR-BBA-Bloomberg” is replaced with “New York and
  London Banking Days" (which for purposes of the Transaction means any
  day other than a Saturday or Sunday or a legal holiday on which commercial
  banks are authorized or required by law to be closed for business in New
  York, New York and London, England)..

  
	
  Designated
  Maturity:

  	
  One (1) Month

  
	
  Spread:

  	
  Inapplicable

  
	
  Floating
  Rate Day Count Fraction:

  	
   

  Actual/360

  
	
  Business
  Days:

  	
  New York and London

  
	
  Compounding:

  	
  Inapplicable

  











 




 










 








 




 











 




	
  General
  Terms:

  	 

	
  Calculation
  Agent:

  	
  PNC

  	 

	
  Jury
  Waiver:

  	
  EACH PARTY HEREBY IRREVOCABLY WAIVES,
  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO A
  TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR
  RELATING TO THE ISDA MASTER AGREEMENT, ANY CREDIT SUPPORT DOCUMENT, THIS
  CONFIRMATION OR THE TRANSACTION EVIDENCED HEREBY.

  	 

	
  Governing
  Law:

  	
  The Transaction shall be governed by
  and construed in accordance with the laws of the State of New York, without
  reference to the choice of law doctrine.

  	 

	
  Execution
  in Counterparts:

  	
  This Confirmation may be executed in
  counterparts, each of which shall be an original and both of which when taken
  together shall constitute the same agreement. Transmission by facsimile,
  e-mail or other form of electronic transmission of an executed counterpart of
  this Confirmation shall be deemed to constitute due and sufficient delivery
  of such counterpart.

  	 

	
  Electronic
  Records and Signatures:

  	
   

  It is agreed by the parties that the
  use of electronic signatures and the keeping of records in electronic form be
  granted the same legal effect, validity and enforceability as a signature
  affixed by hand or the use of a paper-based record keeping system (as the
  case may be) to the extent and as provided for in any applicable law.

  	 

	 
	
   

  Payment
  Instructions:

  	 

	 
	
   

  	 

	 
	
  I hereby Authorize PNC Bank to deposit
  or withdraw any amounts owed to me or by me by initiating credit or debit
  entries to my account at the Financial Institution indicated below. Further,
  I authorize my Financial Institution to accept and to credit or debit any
  entries initiated by PNC Bank to my account. In the event that PNC Bank
  deposits funds erroneously into my account, I authorize PNC Bank to debit my
  account for an amount not to exceed the original amount of the credit.

   

   

   

   

   

  
	 
	
  Bank Name

  	
   

  	
  City

  	
   

  	
  State

  	
   

  
	 
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	 	 	 	 	 	 	 	 	 	 











 




 










 








 




 











 




	
  ABA Routing #:

  	
   

  	
   

  
	
  Account #:

  	
   

  	
   

  
	
  Account Type:

  	
   

  	
  Checking

  	
   Or  

  	
   

  	
  Savings

  	
   

  
	
   

  	
   

  	
  Corporate

  	
   Or  

  	
   

  	
  Individual

  	
   

  
	
  This authorization is to remain in
  full force and effect until PNC Bank and/or my Financial Institution has
  received written notice from me of its termination in such time and in such
  manner as to afford PNC Bank and/or my Financial Institution a reasonable
  opportunity to act on it.

  






 




	
  Contact
  Information:

  
	
   

  
	
  PNC
  Contact Information

  
	
   

  	
   

  	
   

  
	
  Payments:

  	
  derivative.payments@pnc.com

  	
  412-237-0529

  
	
  Audit
  Confirmation Requests:

  	
  brokerconf@pnc.com

  	
  412-237-0544

  
	
  Web
  Portal Access and Customer Onboarding:

  	
  pnccm.docs@pnc.com

  	
  412-237-0537

  






 




	
  Counterparty
  Contact Information and Web Portal Access

  
	
  PNC
  Bank will provide access to a secure website for the individuals listed
  below.  Access to the site will include the ability to view the Interest
  Payment Advice, as well as to view the daily Mid-market Mark Report
  of your outstanding derivative transactions with PNC.  Unless you notify PNC
  Bank in writing that you do not agree to receive your daily mid-market mark
  report through the website, you agree that the posting of the daily
  mid-market mark report on the website is an acceptable and reliable manner of
  disclosure to you.  Logon credentials will be provided after confirmation has
  been executed and returned to PNC Bank.  Please provide additional names as
  required.

  
	
  First
  Name

  	
  Last
  Name

  	
  Email
  address

  	
  Telephone

  
	
   

  	
   

  	
  rsmith@phillipsedison.com

  	
   

  
	
   

  	
   

  	
   

  	
   

  






 




 







 




 










 








 




 








	
   

   

  Please confirm that the foregoing
  correctly sets forth the terms of our agreement concerning the transaction by
  signing this Confirmation where indicated below and returning a signed copy
  to Patrick Kertes either by fax (1-855-568-4533) or by overnight delivery
  (c/o PNC Bank, National Association, 116 Allegheny Center Mall, P8-YB35-02-8,
  Pittsburgh, PA 15212, Attn: Patrick Kertes). Should you wish to return your
  signed copy by e-mail, please first contact your derivatives marketer.

  
	
  Please retain a signed copy of this
  Confirmation for your records.  Should you have any questions, please call
  Patrick Kertes at 412-237-0532.

  
	
  Yours Sincerely,

  	
   

  	
  Accepted and agreed as of the date
  first above written:

  
	
  PNC
  BANK, NATIONAL ASSOCIATION

  	
   

  	
  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/ Adam Goff____________________ 

  	
   

  	
  By:

  	
  /s/ Richard Smith

  
	
  Name:

  	
  Adam Goff 

  	
   

  	
  Name:

  	
  Richard Smith 

  
	
  Title:

  	
  Vice President

  	
   

  	
  Title:

  	
  Chief Financial
  Officer