THIRD AMENDMENT TO


SHOPPING
CENTERS  PURCHASE AND SALE AGREEMENT


 


THIS THIRD AMENDMENT TO
SHOPPING CENTERS PURCHASE AND SALE AGREEMENT (this “Amendment”)
is made as of this February 13, 2013, by and among EQUITY ONE, INC., a Maryland corporation, EQUITY ONE
(SOUTHEAST PORTFOLIO) INC., a Georgia corporation, EQUITY ONE (FLORIDA
PORTFOLIO), INC., a Florida corporation (each is singularly referred to herein
as “Seller” or collectively as “Sellers”), and THE PHILLIPS
EDISON GROUP LLC, an Ohio limited liability company ("Purchaser"). 


RECITALS:


 


          WHEREAS,
Sellers and Purchaser have entered into that certain Shopping Centers Purchase
and Sale Agreement, dated as of November 30, 2012, as amended by that certain
Reinstatement and First Amendment to Shopping Centers Purchase and Sale
Agreement dated as of December 27, 2012, and as further amended by that certain
Second Amendment to Shopping Centers Purchase and Sale Agreement dated as of
January 11, 2013 (as amended, the “Purchase Agreement”) pursuant to
which Sellers have agreed to sell and Purchaser has agreed to purchase certain
Properties (as defined in the Purchase Agreement);


 


WHEREAS,
Sellers terminated the Purchase Agreement with respect to the Macland Pointe
Property in accordance with its right to do so as set forth therein;


 


WHEREAS,
Purchaser has completed its review of the environmental condition of the
Macland Pointe Property and, subject to the terms and conditions of this
Amendment, Sellers and Purchaser have agreed to proceed with the closing of the
Macland Pointe Property and wish to reinstate and amend the Purchase Agreement
to establish additional terms and conditions upon which the Macland Pointe
Property will be conveyed by Sellers to Purchaser, all as more specifically
hereinafter set forth; 


 


           NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which are
hereby confirmed by the parties, and in further consideration of the mutual
covenants contained herein, Sellers and Purchaser hereby agree as follows:


 


1.                 
Defined Terms.  All capitalized terms used herein and not otherwise
defined herein shall have the same meaning ascribed to them in the Purchase
Agreement.  


2.                 
Amendments to Purchase
Agreement.   


(a)               
Macland Pointe Environmental
Review.   Sellers and Purchaser
hereby each acknowledge and agree that, as of the date hereof, the
Environmental Review Period (as defined in Exhibit 3.2(a) of the
Purchase Agreement) has concluded.  Purchaser acknowledges and agrees that it
has had sufficient time and opportunity to conduct such reviews, inspections,
tests and other investigations as it has deemed necessary with respect to the
Macland Pointe Property.  Seller and Purchaser have agreed to proceed with the
Closing of the Macland Pointe Property as provided herein (the “Macland
Closing”).  At the Macland Closing, (i) Seller, Purchaser, Phillips Edison
- ARC Shopping Center Operating Partnership, L.P., a Delaware 







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limited partnership, and the Title Company shall each
execute and deliver an Environmental Escrow Agreement governing the
$1,000,000.00 to be deposited in escrow by Seller upon the Macland Closing (the
“Environmental Escrow Agreement”); and (ii) Seller shall execute and
deliver to Purchaser, and Purchaser shall accept, the Deed in the form attached
hereto as Exhibit A (the “Macland Pointe Deed”).   Paragraph 5 of
Exhibit 3.2(a) of the Purchase Agreement is hereby deleted in its
entirety and, notwithstanding any other provisions of the Purchase Agreement to
the contrary, from and after the Closing Date, Purchaser shall assume and
discharge any and all Environmental Liabilities relating to or arising from the
Macland Pointe Property in accordance with the terms and conditions set forth
in the Environmental Escrow Agreement.   


(b)              
Closing.  The Closing of the conveyance of the Macland Pointe
Property shall simultaneously herewith.  


3.                 
Reinstatement; Ratifications.           The Purchase Agreement is hereby
reinstated and, except as expressly provided in this Amendment, in all other
respects the Purchase Agreement is unmodified and remains in full force and
effect and is hereby ratified by the parties, and the provisions of this
Amendment shall govern and control over any contrary or inconsistent provisions
of the Purchase Agreement.  


4.                 
Governing Law.  This Amendment and the obligations arising
hereunder shall be governed by and construed in accordance with the laws of the
State of Georgia, without giving effect to the principles of conflicts of law.


5.                 
Successors and Assigns.  This Amendment shall be binding upon and inure to
the benefit of the parties hereto and their respective permitted assigns.  


6.                 
Counterparts.  This Amendment may be executed in counterparts and
as so executed shall constitute one agreement binding on all the parties.  The
exchange of signature pages by facsimile or electronic portable document format
(“PDF”) transmission shall constitute effective delivery of such
signature pages.  Signatures of the parties hereto transmitted by facsimile or
PDF shall be deemed to be their original signatures for all purposes. 


[Signature Page
Immediately Follows] 


 












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IN
WITNESS WHEREOF, Sellers and Purchaser have each duly executed this Amendment
as of the date first above written.


 


 


                                                           
EQUITY ONE INC.,


                     
                                      a Maryland corporation


 


 


                                                           
By:   /s/ Thomas A. Caputo__________________________ 


                                                           
Name: _Thomas A. Caputo__________________________ 


                                                           
Its:  __President___________________________________ 


 


 


                                                           
EQUITY ONE (SOUTHEAST PORTFOLIO) INC.,


                                                            a
Georgia corporation


 


 


                                                           
By:   /s/ Thomas A. Caputo__________________________ 


                                                           
Name: _Thomas A. Caputo__________________________ 


                                                           
Its:  __President___________________________________ 


 


 


 


                                                          
EQUITY ONE (FLORIDA PORTFOLIO) INC.,


    
                                                      a Florida corporation


 


 


                                                          
By:   /s/ Thomas A. Caputo__________________________ 


                                                          
Name:   Thomas A. Caputo__________________________


                                                          
Its:  __President___________________________________ 


 


 


"Sellers"












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THE PHILLIPS EDISON GROUP
LLC,


                                                    
       an Ohio limited liability company


 


                                                           
By:      PHILLIPS EDISON LIMITED PARTNERSHIP, 


                                                                       
a Delaware limited partnership, Managing Member


 


                                                                      
By:       PHILLIPS EDISON & COMPANY, INC.,


                                                                                   
a Maryland corporation, General Partner


 


 


                                                                                    By:      
  /s/ Richard J. Smith_____________ 


                                                                                   
Name:  _Richard J. Smith_______________ 


                                                                                    Its:        
Vice President_________________  


 


 


"Purchaser"


 


 


 












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EXHIBIT A


 


Form of
Macland Pointe Deed


 


After Recording, Return to:


 


J. Adam Rothstein


Honigman Miller Schwartz and Cohn LLP


39400 Woodward Ave., Suite 101


Bloomfield Hills, MI 48304-5151


 


 


 


LIMITED
WARRANTY DEED


 


STATE OF GEORGIA


 


COUNTY OF COBB


 


THIS
INSTRUMENT is made this ____ day of February, 2013, between Equity One (Florida
Portfolio), Inc., a Florida corporation, successor by merger to IRT Macland
Pointe LLC (hereinafter referred to as "Grantor") and Macland
Pointe Station LLC, a Delaware limited liability company (hereinafter referred
to as "Grantee") (the terms Grantor and Grantee to include
their respective heirs, legal representatives, successors and assigns where the
context hereof requires or permits).


 


WITNESSETH
THAT: Grantor, for and in consideration of the sum of TEN AND NO/100 DOLLARS
($10.00), and other good and valuable consideration, in hand paid, the receipt,
adequacy, and sufficiency of which are hereby acknowledged by Grantor, has
granted, bargained, sold and conveyed, and by these presents does hereby grant,
bargain, sell and convey unto Grantee, the following described improved real
property (the “Property”):


 


All
that tract or parcel of land and together with all improvements thereon, lying
and being in Marietta, Cobb County, Georgia, and being more particularly
described on Exhibit “A” attached hereto and by reference
incorporated herein.


 


TO
HAVE AND TO HOLD the Property to the only proper use, benefit and behoof of the
Grantee, with all and singular the rights, privileges, easements, appurtenances
and immunities thereto belonging or in anywise appertaining unto the said
Grantee, and to the successors and assigns of such party or parties, forever.  



 


The
Grantor will warrant and defend the title to the said Property unto the Grantee
against the claims of all persons claiming by, through or under Grantor.


 


            The
conveyance and warranty of title hereunder are expressly subject to those
matters shown on Exhibit “B”, attached hereto and made a part
hereof by reference









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The
Grantee, on behalf of itself and its successors, successors-in-title and
assigns (collectively, "Grantee Parties"), hereby releases,
acquits and forever discharges the Grantor and its parent,
subsidiaries, successors, successors-in-title and assigns 
(collectively, "Grantor Parties") from any and all claims,
costs, losses, damages, demands, actions, suits and proceedings
which Grantee Parties now have, ever had or may have in the future
(whether known or known) against Grantor Parties from Contaminants
originating on or migrating from the Property.   By virtue of
taking title to all or a portion of the Property, any grantee is bound by
this release.   For
purposes of this release, the term “Contaminant” shall
mean petroleum, petroleum-based substances, any hazardous substance as
defined in Section 101 (14) of CERCLA, 42 U.S.C. § 9601 (14) and any other
substance regulated by any Environmental Laws.  For purposes of this release,
the term “Environmental Laws” shall mean all applicable federal, state and
local laws, ordinances or regulations relating to or addressing the protection
of the air, the land, the water or the environment, including but not limited
to the Comprehensive Environmental Response, Compensation and Liability Act, 42
U.S.C. §§ 9601 et seq. (“CERCLA”); the Resource Conservation and
Recovery Act, 42 U.S.C. §§ 6901 et seq. (“RCRA”); and any similar state
laws, ordinances or regulations. 


 


[Remainder
of Page Intentionally Left Blank] 












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IN WITNESS WHEREOF, the Grantor has or
have caused these presents to be signed by its duly authorized representative
and its seal to be hereunto affixed, this the ______ day of February, 2013.


 


 


 


 


 


	
   

   

   

  Signed, sealed and delivered in the
  presence of:

   

  _________________________ 

  Name:  

   

  _________________________

  Name:

   

   

   

   

   

  	
  GRANTOR: 

   

  EQUITY ONE (FLORIDA PORTFOLIO), INC.,

  a Florida corporation

   

   

  By:___________________________ 

  Name:  Thomas Caputo

  Title:    President

   

   

   

  
	
   

  	
   

  




 


 












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STATE OF NEW YORK       )

                                                ) ss.:

COUNTY OF NEW YORK  )


On February       ,
2013 before me, ______________________________, a Notary Public for said state,
personally appeared __________________, personally known to me OR proved to me
on the basis of satisfactory evidence to be the person(s) whose names(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their capacity(ies), and that his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.


I swear under PENALTY
OF PERJURY under the laws of the State of New York that the foregoing paragraph
is true and correct.


WITNESS my hand and
official seal.


____________________________                                            
[SEAL]

Notary Public



State of _____________________


My commission expires:



___________________


 











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