8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

July 27, 2012

TNP Strategic Retail Trust, Inc.

(Exact Name of Registrant as Specified in Charter)

Maryland	000-54376	90-0413866
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1900 Main Street, Suite 700

Irvine, California 92614

(Address of Principal Executive Offices, including Zip Code)

Registrant’s telephone number, including area code: (949) 833-8252

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, TNP Strategic Retail Trust, Inc. (the “Company”), TNP Strategic Retail Operating Partnership, LP, the Company’s operating partnership (“Operating Partnership”), and TNP Strategic Retail Advisor, LLC, the Company’s external advisor (the “Advisor”), are party to an Amended and Restated Advisory Agreement, dated as of August 7, 2010 (as subsequently amended, the “Advisory Agreement”), which provides for, among other matters, the management of the Company’s and the Operating Partnership’s day-to-day activities by the Advisor.

On August 2, 2012, the Company, the Operating Partnership and the Advisor entered into Amendment No. 4 to the Advisory Agreement (“Amendment No. 4”), effective as of August 7, 2012. Amendment No. 4 amended the Advisory Agreement to, among other things:

• Renew the term of the Advisory Agreement for an additional one-year term expiring on August 7, 2013.

• Establish a requirement that the Company maintain at all times a cash reserve of at least $4,000,000 and provide that the Advisor may deploy any cash proceeds in excess of the cash reserve for the business of the Company pursuant to the terms of the Advisory Agreement.

• Delete in its entirety Section 13 of the Advisory Agreement, which provided, among other things, that before the Company could complete a business combination with the Advisor to become self-administered, certain conditions would have to be satisfied, including (i) the formation of a special committee comprised entirely of the Company’s independent directors, (ii) the receipt of an opinion from a qualified investment banking firm concluding that consideration to be paid to acquire the Advisor was financially fair to the Company’s stockholders and (iii) the approval of the business combination by the Company’s stockholders entitled to vote thereon in accordance with the Company’s charter.

The material terms of Amendment No. 4 described herein are qualified in their entirety by Amendment No. 4, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Director and Executive Officer

On July 27, 2012, James R. Wolford notified the Company of his resignation from his position as a member of the Company’s board of directors (the “Board”), effective July 27, 2012. Mr. Wolford’s resignation from his position as a director was not the result of any disagreements between Mr. Wolford and the Company on any matters relating to the Company’s operations, policies or practices.

On July 27, 2012, Mr. Wolford also notified the Company of his resignation from his positions as the Chief Financial Officer, Treasurer and Secretary of the Company and as the Chief Financial Officer, Treasurer and Secretary of the Advisor, effective immediately following the filing of the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2012, which the Company expects to file with the SEC on or about August 14, 2012. Mr. Wolford will continue to serve in his capacity as President and Chief Operating Officer of the Company’s sponsor, Thompson National Properties.

Election of Director and Officer

On July 27, 2012, the Board appointed Dee R. Balch as a director to fill the vacancy on the Board created by the resignation of Mr. Wolford. The appointment of Ms. Balch was not made pursuant to any arrangement or understanding between Ms. Balch and any other person.

On July 27, 2012, the Board appointed Ms. Balch to serve as the Chief Financial Officer, Treasurer and Secretary of the Company effective upon Mr. Wolford’s resignation from those positions.

Dee R. Balch, 48, is a Certified Public Accountant with more than 20 years of accounting, reporting and real estate experience. Prior to joining Thompson National Properties in April 2012, Ms. Balch served from January 2010 to February 2012 as Senior Vice President, Finance and Accounting for Buchanan Street Partners, a real estate investment management company. Ms. Balch’s career also includes 14 years with Ernst and Young LLP, a major international public accounting firm, from 1996 to 2010 with her last position there as Executive Director overseeing the assurance practice. Ms. Balch’s past experience also includes serving as the internal auditor for Florida Power & Light Company, a large publicly-traded Florida utility company, as a senior auditor for KPMG Peat Marwick, and as a financial analyst for Citicorp Savings based in Miami, Florida. Ms. Balch earned a Bachelor of Science in Systems Analysis and a Master of Business of Administration from the University of Miami. Additionally, Ms. Balch holds a Bachelor of Science in Accounting from Florida Atlantic University. Ms. Balch is a Certified Public Accountant with an active license and is a member of the American Institute of Certified Public Accountants and the California Society of CPAs.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
10.1	Amendment No. 4 to Amended and Restated Advisory Agreement, dated August 2, 2012 and effective as of August 7, 2012, by and among TNP Strategic Retail Trust, Inc., TNP Strategic Retail Operating Partnership, LP and TNP Strategic Retail Advisor, LLC

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TNP STRATEGIC RETAIL TRUST, INC.
Date: August 2, 2012	By:	/s/ James R. Wolford
		James R. Wolford
		Chief Financial Officer, Treasurer and Secretary

EXHIBIT INDEX

Exhibit	Description
10.1	Amendment No. 4 to Amended and Restated Advisory Agreement, dated August 2, 2012 and effective as of August 7, 2012, by and among TNP Strategic Retail Trust, Inc., TNP Strategic Retail Operating Partnership, LP and TNP Strategic Retail Advisor, LLC

EX-10.1

Exhibit 10.1

AMENDMENT NO. 4

TO

AMENDED AND RESTATED ADVISORY AGREEMENT

This Amendment No. 4 to the Amended and Restated Advisory Agreement (this “Amendment”) is made and entered into as of August 2, 2012, and shall be effective August 7, 2012, 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).

W I T N E S S E T H

WHEREAS, the Parties previously entered into that certain Amended and Restated Advisory Agreement, dated and effective as of August 7, 2010 (as amended, the “Advisory Agreement”), which provides for, among other matters, the management of the Company’s and the Operating Partnership’s day-to-day activities by the Advisor;

WHEREAS, the initial term of the Advisory Agreement is for a one year term which may be renewed for an unlimited number of successive one year terms; and

WHEREAS, pursuant to Section 17 (Term of the Agreement), the Parties desire to amend the Advisory Agreement pursuant to this Amendment in order to renew the term of the Advisory Agreement for an additional one year term, such term to end on August 7, 2013.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the Parties, intending to be legally bound, hereby agree as follows:

ARTICLE I

AMENDMENT

In order to give effect to the Parties’ agreement to renew the term of the Advisory Agreement for an additional one year term, the Parties agree as follows:

Section 1.1 Renewal of Advisory Agreement. Pursuant to Section 17 of the Advisory Agreement, the Parties hereby renew the term of the Advisory Agreement effective as of August 7, 2012, for an additional one-year term ending on August 7, 2013.

Section 1.2 Maintenance of Cash Reserve. Parties agree that the Company shall maintain a cash reserve of $4,000,000, and that Advisor may deploy any proceeds received above the cash reserve for the business of the Company pursuant to the Advisory Agreement.

Section 1.3 Termination of Advisory Agreement. Pursuant to Section 18 of the Advisory Agreement, the Parties agree that the Advisory Agreement may be terminated:

(a) immediately by the Company or the Operating Partnership for Cause or upon the bankruptcy of the Advisor;

(b) upon 60 days written notice without Cause and without penalty by a majority of the Independent Directors of the Company; or

(c) upon 60 days written notice with Good Reason by the Advisor.

The provisions of Sections 19 through 31 of the Advisory Agreement survive termination of the Advisory Agreement.

Section 1.4 Removal of Section. Section 13 of the Advisory Agreement is deleted in its entirety.

Section 1.5 Reimbursement of For Personnel Costs. Section 10(a)(xiii) shall be replaced by the following:

“(xiii) administrative service expenses (including (a) personnel costs; provided, however, that no reimbursement shall be made for costs of personnel to the extent that such personnel perform services in transactions for which the Advisor receives Acquisition Fees, Origination Fees, Disposition Fees, or Financing Coordination Fees, and (b) the Company’s allocable share of other overhead of the Advisor such as rent and utilities); and”.

Section 1.6 Notices. Section 23 shall be replaced by the following:

“NOTICES. Any notice, report or other communication required or permitted to be given hereunder shall be in writing unless some other method of giving such notice, report or other communication is required by the Articles of Incorporation, the Bylaws, or accepted by the party to whom it is given, and shall be given by being delivered by hand, by facsimile transmission, by courier or overnight carrier or by registered or certified mail to the addresses set forth herein:

To the Directors and to the Company:	TNP Strategic Retail Trust, Inc. 1900 Main Street Suite 700 Irvine, California 92614 Telephone: (949) 833-8252 Facsimile: (949) 252-0212 Attention: Chief Financial Officer, James Wolford, Dee Balch, Tony Thompson
	With copy to:
	TNP Strategic Retail Trust, Inc. 1900 Main Street Suite 700 Irvine, California 92614 Telephone: (949) 833-8252 Facsimile: (949) 252-0212 Chair of the Audit Committee
To the Operating Partnership:	TNP Strategic Retail Operating Partnership, LP 1900 Main Street Suite 700 Irvine, California 92614 Telephone: (949) 833-8252 Facsimile: (949) 252-0212 Attention: Chief Financial Officer
To the Advisor:	TNP Strategic Retail Advisor, LLC 1900 Main Street Suite 700 Irvine, California 92614 Telephone: (949) 833-8252 Facsimile: (949) 252-0212 Attention: Chief Financial Officer

Any party may at any time give notice in writing to the other parties of a change in its address for the purposes of this Section 23.”

ARTICLE II

MISCELLANEOUS

Section 2.1 Continued Effect. Except as specifically set forth herein, all other terms and conditions of the Advisory Agreement shall remain unmodified and in full force and effect, the same being confirmed and republished hereby. In the event of any conflict between the terms of the Advisory Agreement, as amended, and the terms of this Amendment, the terms of this Amendment shall control.

Section 2.2 Counterparts. The Parties may sign any number of copies of this Amendment. Each signed copy shall be an original, but all of them together represent the same agreement. Delivery of an executed counterpart of a signature page of this Amendment or any document or instrument delivered in connection herewith by telecopy or other electronic method shall be effective as delivery of a manually executed counterpart of this Amendment or such other document or instrument, as applicable.

Section 2.3 Governing Law. This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of Maryland.

[Signatures on following page]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.

TNP STRATEGIC RETAIL TRUST, INC.
By:	/s/ James R. Wolford
Name:	James R. Wolford
Title:	Chief Financial Officer
TNP STRATEGIC OPERATING PARTNERSHIP, LP
By:	TNP STRATEGIC RETAIL TRUST INC., its general partner
	By:	/s/ James R. Wolford
	Name:	James R. Wolford
	Title:	Chief Financial Officer
TNP STRATEGIC RETAIL ADVISOR, LLC
By: Thompson National Properties, LLC, its sole member
By:	/s/ James R. Wolford
Name:	James R. Wolford
Title:	Chief Financial Officer