SECOND AMENDMENT TO REAL ESTATE SALE AGREEMENT
THIS SECOND AMENDMENT TO REAL ESTATE SALE AGREEMENT (the “Amendment”) is made as of this _____ 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, and Regency 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 (collectively, the “Agreement”), for the purchase and sale of certain improved property more particularly described in the Agreement.
B. The Inspection Period, as defined in the Agreement, is scheduled to expire on November 5, 2012.
C. During the due diligence review of the Property, it was determined that a parcel more particularly described in Exhibit “A” (the “Kleinwood Center Parcel”), is actually owned by Kleinwood Center and not MCW Kleinwood as previously thought.
D. During the due diligence review of the Property, it was determined that a parcel more particularly described in Exhibit “B” (the “Regency Parcel”), is actually owned by Regency and not MCW Kleinwood as previously thought.
E. Buyer and Seller wish to amend the Agreement so as to (i) extend the Inspection Period, (ii) add Kleinwood Center as a party, (iii) identify Kleinwood Center as Seller with respect to the Kleinwood Center Parcel, and (iv) identify Regency as Seller with respect to the Regency Parcel.
F. Buyer and Seller have reached an agreement to amend the terms of the Agreement as hereinafter set forth.
G. 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 1.17 of the Agreement is hereby amended to state that the Inspection Period shall end at 6:00 p.m. local Jacksonville, Florida time on November 6, 2012.
2. The Agreement is hereby amended so that the term “Seller”, as defined in the Agreement, shall mean MCW Murray, MCW Kleinwood, MCW Vineyard, Regency, and Kleinwood Center respectively, solely with respect to the portion of the Real Property to which such Seller holds fee simple title.
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3. Each of the Seller’s covenants, warranties and representations set forth in the Agreement shall be deemed made by MCW Murray, MCW Kleinwood, MCW Vineyard, Regency, and Kleinwood Center respectively, solely with respect to the portion of the Real Property to which such Seller holds fee simple title.
4. Kleinwood Center joins in the execution of this Amendment in order to evidence its ratification of the Agreement as “Seller” with respect to the Kleinwood Center Parcel, and Kleinwood Center agrees to be bound by the Seller obligations under the Agreement as contemplated therein.
5. Regency joins in the execution of this Amendment in order to evidence its ratification of the Agreement as “Seller” with respect to the Regency Parcel, and Regency agrees to be bound by the Seller obligations under the Agreement as contemplated therein.
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: 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 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
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:Robert F. Myers Its: President________
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Exhibit “A”
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Exhibit “B”
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