AMENDMENT TO FORBEARANCE AGREEMENT


 


This Amendment To
Forbearance Agreement is made as of the 31st day of July, 2013 by and among, SRT SECURED HOLDINGS, LLC (f/k/a TNP SRT SECURED
HOLDINGS, LLC), a Delaware limited liability company (“Lead Borrower”). TNP SRT SAN JACINTO, LLC,
a Delaware limited liability company (“San Jacinto Borrower”), TNP SRT CRAIG PROMENADE, LLC,
a Delaware limited liability company (“Craig Borrower”), TNP SRT AURORA COMMONS, LLC, a Delaware
limited liability company (the “Aurora Borrower”), TNP SRT WILLOW RUN, LLC, a Delaware limited
liability company (“Willow Ran Borrower”), TNP SRT VISALIA MARKETPLACE, LLC, a Delaware limited
liability company (the “Visalia Borrower”, and collectively with Lead Borrower, San Jacinto Borrower,
Craig Borrower, Aurora Borrower, and Willow Run Borrower, the “Borrowers” and each individually, a “Borrower”).
TNP STRATEGIC RETAIL TRUST, INC., a Maryland corporation (the “REIT”), TNP STRATEGIC RETAIL
OPERATING PARTNERSHIP, LP, a Delaware limited partnership (the “OP”, and collectively with the REIT,
the “Guarantors” and each individually, a “Guarantor”) (the Borrowers and
the Guarantors are collectively the “Credit Parties” and each individually, a “Credit Party”),
and KEYBANK NATIONAL ASSOCIATION, a national banking association having a place of business at 225 Franklin Street, 18th
Floor, Boston, Massachusetts 02110, as agent (in such capacity, “Agent”) for itself and any other lenders
who become lenders under the Credit Agreement (as hereinafter defined) collectively referred to as “Lenders”
and each individually referred to as a “Lender”).


 


RECITALS


 


WHEREAS, the Credit
Parties, Agent and Lender are parties to a certain Forbearance Agreement dated as of April 1, 2013, as amended by a letter agreement
dated as of July 9, 2013 (the “Forbearance Agreement”); and


 


WHEREAS, each party
desires to amend the Forbearance Agreement in the manner set forth below;


 


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


 


1.          Section
1(a)(i) of the Forbearance Agreement is hereby amended to change the date from July 31, 2013 to January 31, 2014.


 


2.          Section
4(d) of the Forbearance Agreement is hereby amended to change the Initial Tranche A Maturity Date from July 31, 2013 to January
31, 2014.


 




    	 



    	 



    

 


3.          The
reference to the Fee Letter in Section 7 of the Forbearance Agreement is hereby changed to refer to the Agent's Fee Letter dated
as of April 1, 2013, as amended as of even date and as may be further amended from time to time.


 


4.          The
aggregate outstanding principal amount of Credit Parties' obligations to Lender under the Obligations as of even date is $36,454,765.24
plus accrued and unpaid interest, fees and any other costs and expenses incurred under the obligations.


 


5.          The
principal address for Guarantors shall be 4695 MacArthur Court, Suite 1100, Newport Beach, California 92660. The new principal
address for Borrowers shall be 400 S. E1 Camino Real, Suite 1100, San Mateo, California 94402.


 


6.          The
Credit Parties jointly and severally agree to pay to Agent the attorneys' fees of Agent's counsel in connection with this Amendment
and with other matters relating to the Loans that have accrued prior hereto on or before even date.


 


7.          The
execution of this Amendment and all related documents have been duly authorized by all necessary shareholder, director, partnership,
member, manager, trustee and beneficiary action. The representatives of the Credit Parties signing below have been duly authorized
to sign this Agreement. This Agreement, the Loan Documents, and all related documents are valid, binding and enforceable obligations
of the Credit Parties.


 


8.          Each
of Credit Parties hereby warrants that all of the representations and warranties contained in the Forbearance Agreement are true
and correct as of the date hereof and that no default has occurred and is continuing and would result by the execution of this
Amendment which constitutes a default under the Forbearance Agreement or the Loan Documents or would constitute such a default
but for the requirement that notice be given or time lapse or both.


 


9.          Except
as modified hereby, the Forbearance Agreement shall remain in full force and effect and is in all other respects ratified and affirmed.


 


10.        This
Amendment may be executed and delivered in counterparts, each of which shall be deemed an original and all of which together shall
constitute one document.


 


(Signatures on Next Page)


 




    	 



    	 



    

 


IN WITNESS WHEREOF, the parties hereto have
executed this Amendment Agreement by their duly authorized representatives as of the date stated above.


 


	 	BORROWERS:
	 	 
	 	SRT SECURED HOLDINGS, LLC, a Delaware limited
    liability company
	 	 	 
	 	By:	SRT Secured Holdings Manager, LLC, its Manager
	 	 	 
	 	 	By:	/s/ Andrew
    Batinovich
	 	 	Print Name:	 
	 	 	Title:	 


 


	 	TNP SRT SAN JACINTO, LLC, a Delaware limited
    liability company
	 	 	 
	 	By	SRT Secured Holdings, LLC, a Delaware limited liability
    company, its Sole Member
	 	 	 
	 	 	By:	SRT Secured Holdings Manager, LLC, its Manager
	 	 	 	 
	 	 	 	By:	/s/ Andrew
    Batinovich
	 	 	 	Print Name:	 
	 	 	 	Title:	 


 


[Signature Page to Amendment to Forbearance
Agreement]


 




    	 



    	 



    

 


	 	TNP SRT CRAIG PROMENADE, LLC, a
	 	Delaware limited liability company


 


	 	By	SRT Secured Holdings, LLC, a Delaware limited liability
    company, its Sole Member
	 	 	 
	 	 	By:	SRT Secured Holdings Manager, LLC, its Manager
	 	 	 	 	 
	 	 	 	By:	/s/ Andrew
    Batinovich
	 	 	 	Print Name:	 
	 	 	 	Title:	 





 


	 	TNP SRT AURORA COMMONS, LLC, a Delaware limited
    liability company
	 	 	 
	 	By	SRT Secured Holdings, LLC, a Delaware limited liability
    company, its Sole Member
	 	 	 
	 	 	By:	SRT Secured Holdings Manager, LLC, its Manager
	 	 	 	 
	 	 	 	By:	/s/ Andrew
    Batinovich
	 	 	 	Print Name:	 
	 	 	 	Title:	 


 


[Signature Page to Amendment to Forbearance
Agreement]


 




    	 



    	 



    

 


	 	TNP SRT WILLOW RUN, LLC, a Delaware limited
    liability company
	 	 	 
	 	By	SRT Secured Holdings, LLC, a Delaware limited liability
    company, its Sole Member
	 	 	 
	 	 	By:	SRT Secured Holdings Manager, 

    LLC, its Manager
	 	 	 	 
	 	 	 	By:	/s/ Andrew
    Batinovich
	 	 	 	Print Name:	 
	 	 	 	Title:	 


 


	 	TNP SRT VISALIA MARKETPLACE, LLC, a
    
	 	Delaware limited liability company


 


	 	By	SRT Secured Holdings, LLC, a Delaware 

    limited liability company, its Sole Member
	 	 	 
	 	 	By:	SRT Secured Holdings Manager,

    LLC, its Manager
	 	 	 	 
	 	 	 	By:	/s/ Andrew
    Batinovich
	 	 	 	Print Name:	 
	 	 	 	Title:	 


 


[Signature Page to Amendment to Forbearance
Agreement]


 




    	 



    	 



    

 


	 	AGENT AND MAJORITY LENDER:
	 	 
	 	KEYBANK NATIONAL ASSOCIATION, as
	 	Agent and Lender


 





	 	By:	/s/ Kathleen Ahem
	 	 	Kathleen Ahem, Senior Banker







 





	 	GUARANTORS:
	 	 
	 	TNP STRATEGIC RETAIL OPERATING 

PARTNERSHIP, LP, a Delaware limited 

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

Partner
	 	 	 
	 	 	By:	 /s/ Jeffrey Rogers
	 	 	 	Print Name:  	 Jeffrey Rogers
	 	 	 	Title:  	 







  





	 	TNP STRATEGIC RETAIL TRUST, INC., a Maryland corporation
	 	 
	 	By:	 /s/ Jeffrey Rogers
	 	 	Print Name:	 Jeffrey Rogers
	 	 	Title:	 







  


[Signature Page to Amendment to Forbearance
Agreement]


 




    	 



    	 



    

 


Consented to in all respects: 





 


	 	TNP STRATEGIC RETAIL OPERATING 

PARTNERSHIP, LP, a Delaware limited 

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

partner
	 	 	 
	 	 	By:	/s/ Jeffrey Rogers
	 	 	 	Print Name:	 Jeffrey Rogers
	 	 	 	Title:	 


  


	 	SRT SECURED HOLDINGS MANAGER, LLC,
	 	A Delaware limited liability company
	 	 	 
	 	By:	/s/ Andrew
    Batinovich
	 	 	Andrew Batinovich, CEO


  


[Signature Page to Amendment to Forbearance
Agreement]