SECOND AMENDMENT TO


SHOPPING
CENTERS PURCHASE AND SALE AGREEMENT


 


THIS SECOND AMENDMENT
TO SHOPPING CENTERS PURCHASE AND SALE AGREEMENT (this "Amendment") 
is made as of this 11th day of January, 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 (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 and
Purchaser have agreed to, among other things, further extend the Environmental
Review Period with respect to the Macland Pointe Property and wish to amend the
Purchase Agreement 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

agree that the Environmental Review Period (as defined in Exhibit 3.2(a)
of the Purchase Agreement) shall be extended to 5:00 pm eastern time on January
18, 2013.


(b)            
Initial Closing; Deposit. Sellers and Purchaser shall proceed with the

Closing on all Properties other than the Macland Pointe Property on the Closing
Date (Tuesday, January 15, 2013). Notwithstanding the provisions of Section
2.3(c), at and upon the Closing, a portion of the Deposit in an amount equal to
$2,750,000 shall be applied against the Purchase Price and delivered to the Sellers.
The Title Company shall continue to hold the remaining portion of the Deposit
(i.e., $250,000 plus all interest earned on the entire Deposit) in escrow (such
amount, the "Macland Deposit"). In the event that a Phase II
Termination Notice is delivered by either Sellers or Purchaser pursuant to the
provisions of Exhibit 3.2(a) of the Purchase Agreement, then the Macland
Deposit shall be promptly returned to Purchaser and the other provisions of Exhibit
3.2(a) of the Purchase Agreement shall continue to apply. In the









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event that a Phase II
Termination Notrice is not delivered by either Sellers or Purchaser pursuant to
the provisions of Exhibit 3.2(a) of the Purchase Agreement, then, at and
upon the Closing of the Macland Pointe Property, the Macland Deposit shall be
applied against the Purchase Price due in connection with such Closing and
delivered to Sellers.


3.                 
Ratifications.  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/ Robert F. Myers____________________ 


Name:  Robert F. Myers________________ 


Its:  President & COO__________________ 


 


 


 


 


 


 


 


“Purchaser”


 











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