exv10w19






Exhibit 10.19




REIMBURSEMENT AGREEMENT




     THIS REIMBURSEMENT AGREEMENT dated as of November 12, 2009 (this “Agreement”) by and
between TNP Strategic Retail Operating Partnership, L.P., a Delaware limited partnership (the
“Borrower”) and Anthony W. Thompson, an individual (the “Guarantor”).



     WHEREAS, the Borrower has obtained a revolving credit facility from KeyBank National
Association (the “Lender”) in the amount of up to $15,000,000 pursuant to that certain
Credit Agreement dated as of the date hereof (as the same may be amended, modified or supplemented
from time to time, the “Credit Agreement”) by and between the Borrower and the Lender.



     WHEREAS, as a condition precedent to the extension of the financial accommodations provided
under the Credit Agreement, the Lender has required the Guarantor to execute a certain Guaranty
(the “Guaranty”) dated on or about the date hereof in favor of the Lender pursuant to which
the Guarantor has guaranteed the obligations of the Borrower under the Credit Agreement; and



     WHEREAS, the parties hereto desire to formally evidence the obligation of the Borrower to
reimburse the Guarantor for any payment made by the Guarantor under the Guaranty.



     NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the parties, the parties hereto agree as follows:



     Section 1. Definitions. The following terms shall have the meanings set forth below
for the purposes of this Agreement:



     “Other Taxes” means any stamp or documentary taxes or any other excise or property
taxes, charges or similar levies which arise from any payment made hereunder or from the execution,
delivery or registration of, or otherwise with respect to, this Agreement.



     “Taxes” shall mean present or future taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto.



     Section 2. Reimbursement.



     (a) In the event the Guarantor makes any payment to the Lender pursuant to, or in respect of,
the Guaranty, the Borrower shall, within two business days after the Borrower receives notice from
the Guarantor that the Guarantor has made such payment, reimburse the Guarantor in an amount equal
to the amount so paid by the Guarantor under the Guaranty.



 









 





     (b) In the event the Borrower fails to pay any amount hereunder when due, such amount shall
bear interest at a rate per annum equal to the one-month London interbank offered rate published
from time to time by the Wall Street Journal plus 1.50% and such amount, together with such
interest, shall be payable on demand.



     (c) The obligation to pay the foregoing amounts shall be (i) absolute and unconditional and
shall not be subject to any offset or counterclaim of any kind whatsoever and (ii) shall be due and
payable notwithstanding (A) any lack of validity or enforceability of the documents and instruments
evidencing the Credit Agreement, the Guaranty or any other agreement or instrument relating
thereto; (B) any change, restructuring or termination of the organizational structure or existence
of the Borrower; (C) any acts of any governmental or quasi-governmental authority or regulatory
body affecting the Borrower, including, but not limited to, any economic, political, regulatory or
other events or any failure of any governmental or quasi-governmental authority or regulatory body
to permit the Borrower to comply with the terms of this Agreement; or (D) any other circumstance
which might otherwise constitute a defense available to, or a discharge of, the Borrower.



     (d) (i) All payments by the Borrower under this Agreement shall be made free and clear of, and
without deduction or withholding for, any and all Taxes.



          (ii) In addition, the Borrower shall pay any Other Taxes due in the present or future.




          (iii) The Borrower shall indemnify and hold harmless the Guarantor for the full amount of
Taxes or Other Taxes paid by the Guarantor and any liability (including penalties, interest,
additions to tax and expenses) arising therefrom or with respect thereto, whether or not such Taxes
or Other Taxes were correctly or legally asserted. Payment under this indemnification shall be
made within five days from the date the Guarantor makes written demand therefor.




          (iv) If the Borrower is required by law to deduct or withhold any Taxes or Other Taxes from or
in respect of any sum payable hereunder, then:





     (1) the sum payable shall be increased as necessary so that after making all
required deductions or withholdings, the Guarantor receives an amount equal to the
sum it would have received had no such deductions or withholdings been made; and




     (2) the Borrower shall make such deductions or withholdings and pay the full
amount deducted to the relevant taxation or other authority in accordance with
applicable law.



          (v) Within 30 days after the date of any payment by the Borrower of Taxes or Other Taxes, the
Borrower shall furnish to the Guarantor the original or a certified copy of a receipt evidencing
payment thereof, or other evidence of payment satisfactory to the Guarantor.



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     (e) Simultaneously with the delivery by the Borrower to the Lender of its annual and quarterly
financial statements, the Borrower shall deliver a copy of same to the Guarantor. Within thirty
days after receipt by the Borrower of any notices, correspondence or other communications from the
Lender, the Borrower shall provide true and correct copies of such correspondence to the Guarantor.



     Section 3. Representations. The Borrower further represents to the Guarantor that:



     (a) Authorization. The Borrower has the right and power, and has taken all necessary
action to authorize it to execute, deliver and perform this Agreement in accordance with its terms.
This Agreement has been duly executed and delivered by a duly authorized officer of the Borrower,
and this Agreement is a legal, valid and binding obligation of the Borrower enforceable against the
Borrower in accordance with its terms, except as the same may be limited by bankruptcy, insolvency,
reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights.



     (b) Compliance of Documents with Laws, etc. The execution and delivery of this
Agreement and the Credit Agreement do not and will not, by the passage of time, the giving of
notice or otherwise: (i) require any government approval or violate any applicable law relating to
the Borrower; or (ii) conflict with, result in a breach of or constitute a default under, the
organizational documents or by-laws of the Borrower, or any indenture, agreement or other
instrument to which the Borrower is a party or by which it or any of its properties may be bound.



     Section 4. Benefits. This Agreement shall be binding upon, and shall inure to the
benefit of, the parties hereto and their respective successors and assigns (including any
subsequent obligor under the Guaranty). The Guarantor may assign its rights and remedies hereunder
(including the right to receive monies hereunder) to any person or entity without the consent of
the Borrower; provided, however, that the Guarantor shall promptly notify the Borrower of any such
assignment by the Guarantor of this Agreement. The Borrower may not assign or transfer all or any
part of this Agreement or its obligations hereunder without the prior written consent of the
Guarantor.



     Section 5. Governing Law/Jurisdiction.



     (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF DELAWARE.



     (b) THE BORROWER HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION AND VENUE OF THE FEDERAL
DISTRICT COURT OF THE DISTRICT OF DELAWARE OR ANY STATE COURT LOCATED DELAWARE IN CONNECTION WITH
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT. TO THE EXTENT THAT THE BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY (SOVEREIGN OR
OTHERWISE) FROM JURISDICTION OF ANY COURT OR FROM LEGAL PROCESS (WHETHER THROUGH SERVICE OF NOTICE,
ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF



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EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT
TO ITSELF OR ITS PROPERTY, IT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS HEREUNDER.




     (c) EACH OF THE BORROWER AND THE GUARANTOR WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.



     Section 6. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and shall be binding upon all
parties, their successors and assigns.



     Section 7. Notices. Notices to the Borrower shall be delivered to the address of the
Borrower set forth below the signature line therefor via fax, hand delivery or overnight courier.
All such notices shall be effective: (i) if faxed, upon transmittal thereof (and a fax confirmation
answer-back shall be deemed conclusive evidence of such delivery), (ii) if hand delivered, when so
delivered and (iii) if via courier, upon receipt by the Guarantor of confirmation of delivery from
the courier.



[Signatures on Next Page]









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     IN WITNESS WHEREOF, the parties hereto have caused this Reimbursement Agreement to be executed
by their duly authorized officers as of the date first above written.



	 	 	 	 	 	 	 
	 	 	TNP STRATEGIC RETAIL OPERATING PARTNERSHIP, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Wendy Worcester
 

	 	 
	 	 	Name: Wendy Worcester	 	 
	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	Address for Notices:	 	 
	 
	 	 	 	 	 	 
	 	 	TNP Strategic Retail Operating Partnership, L.P	 	 
	 	 	1900 Main Street	 	 
	 	 	Suite 700	 	 
	 	 	Irvine, California 92614	 	 
	 	 	Fax (949) 252-0212	 	 
	 
	 	 	 	 	 	 
	 	 	ANTHONY W. THOMPSON	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Anthony W. Thompson	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Address for Notices:	 	 
	 
	 	 	 	 	 	 
	 	 	1900 Main Street	 	 
	 	 	Suite 700	 	 
	 	 	Irvine, California 92614	 	 
	 	 	Fax (949) 252-0212	 	 






[Signature Page to TNP Strategic Retail Operating Partnership, L.P./Anthony Thompson Reimbursement
Agreement]