THIRD AMENDMENT TO REVOLVING CREDIT NOTE

EXHIBIT 10.9

THIRD AMENDMENT TO REVOLVING CREDIT NOTE

THIS AMENDMENT AGREEMENT is made as of the 9th day of January, 2012 among TNP SRT SECURED HOLDINGS, LLC, a Delaware limited liability company, TNP SRT SAN JACINTO, LLC, a Delaware limited liability company, TNP SRT XXXXX PROMENADE, LLC, a Delaware limited liability company and TNP SRT MORNINGSIDE MARKETPLACE, LLC, a Delaware limited liability company (individually and collectively, jointly and severally the “Maker”), and KEYBANK NATIONAL ASSOCIATION, a national banking association, having an address at 000 Xxxxxxxx Xxxxxx, 00^xx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (“Payee”).

W I T N E S S E T H T H A T:

WHEREAS, the Maker has executed and delivered to the Payee a certain Revolving Credit Note dated as of December 17, 2010 in the principal amount of $35,000,000, as amended and as affected by various Joinder Agreements and Letter Agreements executed in connection therewith pursuant to which some of the Makers were added and removed as co-makers, which Note, Joinder Agreements and Letter Agreements are hereby incorporated by reference herein and made a part hereof (the “Note”);

WHEREAS, the parties hereto acknowledge that, as of January 23, 2012, the principal amount of the Note was scheduled automatically to decrease to $35,000,000;

WHEREAS, the parties hereto desire to amend the Note in the manner hereinafter set forth;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. This Note is hereby amended to provide that the principal amount of the Note remains at $43,000,000 or the aggregate unpaid principal amount outstanding under the Note, whichever is less, but any amounts in excess of $35,000,000 shall be repaid by April 30, 2012.

2. All references to the Note in the Loan Documents shall be deemed to include this amendment to the Note and any other amendments which may be executed.

3. Except as modified and amended hereby, the Note shall remain in full force and effect and is in all other respects ratified and confirmed.

(Signatures on next page)

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year indicated above.


PAYEE:	KEYBANK NATIONAL ASSOCIATION

	By:	/s/ Xxxxxxxxxxx X. Xxxx
		Xxxxxxxxxxx X. Xxxx
		Senior Relationship Manager

MAKER:	TNP SRT SECURED HOLDINGS, LLC, a
	Delaware limited liability company

	By:	TNP Strategic Retail Operating Partnership,
		L.P., its sole member

		By:	TNP Strategic Retail Trust, Inc., its
			general partner

			By:	/s/ Xxxxx Xxxxxxx
				Print Name: Xxxxx Xxxxxxx
				Title: CFO

	TNP SRT SAN JACINTO, LLC, a Delaware limited liability company

	By	TNP SRT Secured Holdings, LLC, a Delaware limited liability company, its Sole Member

		By:	TNP Strategic Retail Operating Partnership, LP, a Delaware limited partnership, its Sole Member

			By:	TNP Strategic Retail Trust, Inc., a Maryland corporation, its General Partner

			By:	/s/ Xxxxx Xxxxxxx
				Print Name: Xxxxx Xxxxxxx
				Title: CFO

[Third Amendment to Revolving Credit - Note]

TNP SRT XXXXX PROMENADE, LLC, a

Delaware limited liability company

TNP SRT Secured Holdings, LLC, a

Delaware limited liability company, its Sole

Member

By:

TNP Strategic Retail Operating

Partnership, LP, a Delaware limited

partnership, its Sole Member

By:

TNP Strategic Retail Trust, Inc.,

a Maryland corporation, its

General Partner

By:

/s/ Xxxxx Xxxxxxx

Print Name: Xxxxx Xxxxxxx

Title: CFO

TNP SRT MORNINGSIDE MARKETPLACE,

LLC, a Delaware limited liability company