Attached files

file filename
8-K - TNP REIT FORM 8-K - Strategic Realty Trust, Inc.d280785d8k.htm
EX-10.1 - AGREEMENT OF PURCHASE AND SALE - Strategic Realty Trust, Inc.d280785dex101.htm
EX-10.10 - LOAN AGREEMENT, DATED AS OF JANUARY 6, 2012 - Strategic Realty Trust, Inc.d280785dex1010.htm
EX-10.11 - PROMISSORY NOTE, DATED AS OF JANUARY 6, 2012 - Strategic Realty Trust, Inc.d280785dex1011.htm
EX-10.12 - MORTGAGE, ASSIGNMENT OF LEASES - Strategic Realty Trust, Inc.d280785dex1012.htm
EX-10.13 - DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS - Strategic Realty Trust, Inc.d280785dex1013.htm
EX-10.15 - DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS - Strategic Realty Trust, Inc.d280785dex1015.htm
EX-10.14 - DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS - Strategic Realty Trust, Inc.d280785dex1014.htm
EX-10.16 - ASSIGNMENT OF LEASES AND RENTS - Strategic Realty Trust, Inc.d280785dex1016.htm
EX-10.18 - ASSIGNMENT OF LEASES AND RENTS - Strategic Realty Trust, Inc.d280785dex1018.htm
EX-10.17 - ASSIGNMENT OF LEASES AND RENTS - Strategic Realty Trust, Inc.d280785dex1017.htm
EX-10.2 - SECOND AMENDMENT TO AGREEMENT OF PURCHASE - Strategic Realty Trust, Inc.d280785dex102.htm
EX-10.19 - ASSIGNMENT OF LEASES AND RENTS - Strategic Realty Trust, Inc.d280785dex1019.htm
EX-10.21 - ENVIRONMENTAL INDEMNITY AGREEMENT - Strategic Realty Trust, Inc.d280785dex1021.htm
EX-10.3 - ASSIGNMENT OF PURCHASE - Strategic Realty Trust, Inc.d280785dex103.htm
EX-10.20 - GUARANTY AGREEMENT, DATED AS OF JANUARY 6, 2012 - Strategic Realty Trust, Inc.d280785dex1020.htm
EX-10.6 - DEED OF TRUST - Strategic Realty Trust, Inc.d280785dex106.htm
EX-10.4 - PROPERTY AND ASSET MANAGEMENT AGREEMENT - Strategic Realty Trust, Inc.d280785dex104.htm
EX-10.7 - ENVIRONMENT AND HAZARDOUS SUBSTANCES INDEMNITY AGREEMENT - Strategic Realty Trust, Inc.d280785dex107.htm
EX-10.9 - THIRD AMENDMENT TO REVOLVING CREDIT NOTE - Strategic Realty Trust, Inc.d280785dex109.htm
EX-10.8 - FIFTH OMNIBUS AMENDMENT - Strategic Realty Trust, Inc.d280785dex108.htm
EX-99.1 - PRESS RELEASE, DATED JANUARY 12, 2012 - Strategic Realty Trust, Inc.d280785dex991.htm

EXHIBIT 10.5

JOINDER AGREEMENT

THIS JOINDER AGREEMENT (this “Agreement”), is dated as of January 9th, 2012 and made by TNP SRT MORNINGSIDE MARKETPLACE, LLC, a Delaware limited liability company (the “New Borrower”) in favor of KEYBANK NATIONAL ASSOCIATION, as Agent for the lenders party to the Credit Agreement referred to below (in such capacity, together with its successors in such capacity, the “Agent”).

WITNESSETH:

WHEREAS, TNP SRT Secured Holdings, LLC, a Delaware limited liability company, TNP SRT San Jacinto, LLC, a Delaware limited liability company and TNP SRT Craig Promenade, LLC, a Delaware limited liability company (collectively, the “Borrower”), certain lenders (the “Lenders”), and the Agent are parties to a Credit Agreement dated as of December 17, 2010 (as amended, modified, restated, or supplemented and in effect from time to time, the “Credit Agreement”).

WHEREAS, the Credit Agreement requires that the owner of any Mortgaged Property included in the Pool must join in and assume all obligations of the “Borrower” under the Loan Documents, and the New Borrower is the owner of Mortgaged Property to be included in the Pool.

NOW, THEREFORE, in consideration of the premises and the mutual agreements, representations and warranties herein set forth and for other good and valuable consideration, the New Borrower hereby agrees as follows:

1. The New Borrower hereby becomes a party to the Loan Documents as a Borrower thereunder with the same force and effect as if originally named therein as a Borrower and, without limiting the generality of the foregoing, hereby irrevocably, absolutely, and unconditionally assumes and agrees, jointly and severally with each other Borrower, to timely and faithfully pay and perform all of the obligations of the Borrower under the Loan Documents. Any and all references to the term “Borrower” in the Credit Agreement, the Notes, the other Loan Documents or in any other document or agreement executed and delivered, or to be executed and delivered, in connection therewith shall be deemed to be a reference to, and include, the New Borrower.

2. The New Borrower hereby represents and warrants that each of the representations and warranties contained in Article III of the Credit Agreement are also made by it and are true and correct in all material respects on and as the date hereof (after giving effect to this Agreement) as if made on and as of such date.

3. All capitalized terms not defined herein shall have the meaning ascribed to them in the Credit Agreement. This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts.

(The next page is the signature page.)


IN WITNESS WHEREOF, the undersigned has caused this Agreement to be duly executed and delivered as an instrument under seal as of the date first above written.

 

TNP SRT MORNINGSIDE MARKETPLACE, 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/ James Wolford

             Print Name: James Wolford
             Title: CFO

 

[Signature page to Joinder Agreement/Morningside]