exv10w23






Exhibit
10.23

ASSIGNMENT AND ASSUMPTION AGREEMENT




THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assignment”) is made as of this 14th day
of December, 2009 by TNP Acquisitions, LLC, a Delaware limited liability company (“Assignor”) and
TNP SRT Waianae Mall, LLC (“Assignee”).




Recitals





	 	A.	 	Pursuant to that certain Agreement of Purchase and Sale and Joint Escrow Instructions
dated July 13, as amended (the “Agreement”) between Assignor and West Oahu Mall Associates,
LLC, a Hawaii limited liability company (“Seller”) and subject to the terms therein,
Assignor has a right to purchase, and Seller has an obligation to sell, that certain real
property located in Honolulu, Hawaii, commonly known as Waianae Mall and more particularly
described on Exhibit A attached hereto (collectively, the “Property”)






	 	B.	 	Assignor desires to assign, and Assignee desire to receive assignment of, all of
Assignor’s rights, title and interest in and to the Agreement, as set forth in this
Assignment.





Agreement




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





	 	1.	 	Recitals. The above “Recitals” are hereby incorporated into this Assignment as
if fully set forth herein.






	 	2.	 	Assignment. Pursuant to its rights under Section 8.3 of the Agreement,
Assignor hereby assigns to Assignee, all of Assignor’s right, title and interest in the
Agreement. Assignee executes this Assignment below for the purpose of evidencing their
acceptance of the foregoing assignment.






	 	3.	 	Counterparts; Signatures. This Assignment may be executed in any number of
counterparts, all of which taken together shall constitute this Assignment. Signatures
transmitted by facsimile, e-mail or similar electronic means shall be deemed originals in
all respects for purposes of this Assignment.





[Remainder of page intentionally left blank; signatures to follow on next page(s).]



 









 





	 	 	 	 	 	 	 	 	 	 	 
	ASSIGNOR:	 	TNP ACQUISITIONS, LLC,

a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Its:	 	Sole Member	 	 
	 	 	By:	 	Thompson National Properties, LLC

a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	/s/ Wendy J. Worcester	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name: Wendy J. Worcester	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Title: Chief Administrative Officer	 	 
	 	 	 	 	 	 	 	 	 
	 
	ASSIGNEE:	 	TNP SRT WAIANAE MALL, LLC,

a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	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/ Wendy J. Worcester	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name: Wendy J. Worcester	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	Title: Chief Financial Officer, Treasurer and Secretary	 	 
	 

	 	 	 	 	 	 	 	 	 	 





 









 






Exhibit A

Legal Description




PARCEL FIRST:




All of those certain parcels of land situate at Waianae and Lualualei, District of Waianae, City
and County of Honolulu, State of Hawaii, described as follows:




LOTS
672-A, area 10.000 acres, more or less, as shown on Map 75, and 514-C-2, area 1.000 acre, more or less, as shown on Map 59,


the maps referred to herein by numbers are filed in the Office of the Assistant Registrar of the
Land Court of the State of Hawaii with Land Court Application No. 1102 (amended) of Waianae
Company;



Being land(s) described in Transfer Certificate of Title No. 739,839 issued to WEST OAHU MALL
ASSOCIATES, LLC, a Hawaii limited liability company.




PARCEL SECOND:




All of that certain parcel of land situate at Waianae and Lualualei, District of Waianae, City and
County of Honolulu, State of Hawaii, described as follows:




LOT 514-B-2, area 83,908 square feet, more or less, as shown on Map 276, filed in the Office of the
Assistant Registrar of the Land Court of the State of Hawaii with Land Court Application No. 1102
(amended) of Waianae Company;




Being land(s) described in Transfer Certificate of Title No. 739,839 issued to WEST OAHU MALL
ASSOCIATES, LLC, a Hawaii limited liability company.




PARCEL THIRD:




All of that certain parcel of land situate at Waianae and Lualualei, District of Waianae, City and
County of Honolulu, State of Hawaii, described as follows:




LOT 672-B-1, area 2.689 acres, more or less, as shown on Map 386, filed in the Office of the
Assistant Registrar of the Land Court of the State of Hawaii with Land Court Application No. 1102
(amended) of Waianae Company;




Being land(s) described in Transfer Certificate of Title No. 739,840 issued to WEST OAHU MALL
ASSOCIATES, LLC, a Hawaii limited liability company.