0001193125-11-216023 Sample Contracts

KeyBank National Association, as Agent Boston, Massachusetts 02110
TNP Strategic Retail Trust, Inc. • August 9th, 2011 • Real estate investment trusts

Reference is made to that certain Revolving Credit Agreement dated as of December 17, 2010, as amended, (“Credit Agreement”) by and among KeyBank National Association, as agent for the Lenders named (and as defined) therein (the “Agent”) and TNP SRT Secured Holdings, LLC, a Delaware limited liability company and certain affiliated entities as set forth in the Credit Agreement (collectively, the “Borrower”). The Credit Agreement is hereby amended as set forth below. Capitalized terms used herein without definition shall have the meaning assigned to such terms in the Credit Agreement.

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AMENDMENT NO.1 TO AMENDED AND RESTATED ADVISORY AGREEMENT
Advisory Agreement • August 9th, 2011 • TNP Strategic Retail Trust, Inc. • Real estate investment trusts • Maryland

This Amendment No. 1 to the Amended and Restated Advisory Agreement (this “Amendment”) is made and entered into as of August 7, 2011, and shall be effective August 7, 2011, by and among TNP Strategic Retail Trust, Inc., a Maryland corporation (the “Company”), TNP Strategic Retail Operating Partnership, LP, a Delaware limited partnership (the “Operating Partnership”), and TNP Strategic Retail Advisor, LLC, a Delaware limited liability company (the “Advisor”). The Company, the Operating Partnership and the Advisor are collectively referred to herein as the “Parties.” Capitalized terms used but not defined herein shall have the meaning set forth in the Advisory Agreement (as defined below).

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