amend1-contribution.htm


    
      Exhibit
        10.3

       

       

       

      EXECUTION
        COPY

    

     

    
      AMENDMENT
        NO. 1 TO

      CONTRIBUTION
        AGREEMENT

       

      THIS
        AMENDMENT NO. 1 TO CONTRIBUTION AGREEMENT (“Amendment”) is made as of
        the
        20th day of December, 2007, between The Lexington Master Limited Partnership,
        a
        Delaware limited partnership (“LMLP”), and Net Lease
        Strategic Assets Fund L.P., a Delaware limited partnership (the “Partnership”).

       

      RECITALS

       

      A.           
        LMLP and the Partnership have previously entered into a certain Contribution
        Agreement, dated as of August 10, 2007 (the “Agreement”), having as the
        subject matter the contribution of property or properties and direct or indirect
        interests in owners of property or properties as set forth on Schedule 1
        of the
        Agreement.

       

      B.           
        Except as expressly provided herein, all capitalized terms shall have the
        same
        meanings as set forth in the Agreement.

       

      B.           
        LMLP and the Partnership desire to modify and amend the Agreement pursuant
        to
Section 6.3 of
        the Agreement.

       

      NOW
        THEREFORE, in consideration of the mutual covenants and agreements contained
        in
        the Agreement and this Amendment and for other good and valuable consideration,
        the receipt and sufficiency of which are hereby acknowledged, the parties
        hereto
        agree as follows:

       

      1.1 Section
        1.  From and after January 1, 2008, the definition of “Tenant Estoppels”
set
        forth in Section 1 of the Agreement is hereby deleted in its entirety and
        replaced with the following:

       

      “Tenant
        Estoppels”  means estoppel certificates dated within 30 days of
        a Closing with respect to the Property to which it relates from tenants of
        a
        Property or Properties, substantially in the form of Exhibit B attached
        hereto or in such other form as may be attached to the applicable
        Lease.

       

      1.2 Section
        2.  Section 2 of the Agreement is hereby amended by adding Section
        2.16 as follows:

       

      2.16  With
        respect to the Tenant Estoppels identified on Schedule 2.16
        attached hereto that were executed before the date hereof (the “Existing Tenant
        Estoppels”): (i) all payments of rent required to be paid by the Tenant
        under each Lease as of December 1, 2007 has been paid, (ii) as of December
        14,
        2007, the information contained in each of the Existing Tenant Estoppels
        is
        true, correct and complete in all material respects and (iii) to LMLP’s
        knowledge, at the date hereof the information contained in each of the Existing
        Tenant Estoppels is true, correct and complete in all material
        respects.  Notwithstanding anything herein or in the Partnership
        Agreement to the contrary, this Section 2.16 shall
        become null and void with respect to a Lease and a Tenant Estoppel when a
        Tenant
        Estoppel dated after the date hereof covering the applicable items in (i),
        (ii)
        and (iii) of the

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      immediately
        preceding sentence is delivered by LMLP to the Partnership and Inland; provided, however,
        that this
Section 2.16
        will only become null and void with respect to a Lease if each such Tenant
        Estoppel dated after the date hereof is in the same form and substance and
        containing substantially the same information (or contains changes having
        no
        more than a de minimis effect) as its corresponding Existing Tenant Estoppel
        except to the extent that any such changes have been disclosed to Inland
        and the
        Partnership in writing prior to the date hereof.

      


      1.3  
Schedule
        1.  Schedule
        1 is hereby
        amended by deleting it in its entirety and replacing it with Schedule 1
        hereto.

       

      1.4  
Schedule
        2.  Schedule
        2 is hereby
        amended by deleting it in its entirety and replacing it with Schedule 2
        hereto.

       

      1.5  
Schedule
        2.5.  Schedule
        2.5 is
        hereby amended by deleting it in its entirety and replacing it with Schedule 2.5
        hereto.

       

      1.6  
Schedule
        2.8.  Schedule
        2.8 is
        hereby amended by deleting it in its entirety and replacing it with Schedule 2.8
        hereto.

       

      1.7  
Schedule
        4.2.  Schedule
        4.2 is
        hereby amended by deleting it in its entirety and replacing it with Schedule 4.2
        hereto.

       

      1.8  
No
        Further
        Amendment.  Except as expressly provided for in this Amendment,
        the Agreement is in full force and effect and in accordance with its terms
        and
        is not further amended.

       

      1.9  
Counterparts.  This
        Amendment may be executed in multiple counterparts and by facsimile signatures,
        each of which shall be deemed to be an original, but all of which together,
        when
        fully executed shall constitute the same Amendment.

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
         

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

         

        THE
          LEXINGTON MASTER LIMITED 
PARTNERSHIP, a Delaware limited
          Partnership

        


        By:
          Lex
          GP-1 Trust, a Delaware statutory trust, its 
general partner

        


        By:    
          /s/ Brendan P.
          Mullinix                                                   


        Name: Brendan
          P.
          Mullinix                                                       


        Title: 
          Executive Vice
          President                                              
 

         

        


        NET
          LEASE
          STRATEGIC ASSETS FUND L.P., a 
Delaware limited partnership

        


        By:         
          LMLP GP, a Delaware limited

        partnership,
          its general
          partner

         

        
          
            By:    
              /s/ Brendan P.
              Mullinix                                                   


            Name: Brendan
              P.
              Mullinix                                                       


            Title: 
              Executive Vice
              President                                              
 


          

        

        


                                              
          

        


        


        


        The
          undersigned LMLP Sale Affiliates, severally and solely with respect to
          the Sold
          Asset or Sold Assets set forth opposite their respective name on Schedule 1 hereto,
          agree to sell such Sold Asset or Sold Asset subject to and in accordance
          with
          the terms and conditions of the Agreement and this Amendment:

        


        Lex-Property
          Holdings LLC


        
          By:    
            /s/ Brendan P.
            Mullinix                                                   


          Name: Brendan
            P.
            Mullinix                                                       


          Title: 
            Executive Vice
            President                                              
 

        

      

      
      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Newkirk
        Sablemart L.P.

      


      By:
        Newkirk Sablemart GP LLC

      


      By:
        Lex-Property Holdings LLC

      


      
        
          By:    
            /s/ Brendan P.
            Mullinix                                                   


          Name: Brendan
            P.
            Mullinix                                                       


          Title: 
            Executive Vice
            President                                                            
            

        

      

      


      Chader
        Associates LLC

      


      
        


        
          By:    
            /s/ Brendan P.
            Mullinix                                                   


          Name: Brendan
            P.
            Mullinix                                                       


          Title: 
            Executive Vice
            President                                                                    
            

        

      

      


      Newkirk
        MLP Unit LLC

      


      
        


        
          By:    
            /s/ Brendan P.
            Mullinix                                                   


          Name: Brendan
            P.
            Mullinix                                                       


          Title: 
            Executive Vice
            President                                                                    
            

        

      

      


      Triple
        Net Investment Company LLC

      


      
        


        
          By:    
            /s/ Brendan P.
            Mullinix                                                   


          Name: Brendan
            P.
            Mullinix                                                       


          Title: 
            Executive Vice
            President                                                                             
            

        

      

      


      Lexington
        Tennessee Holdings L.P.

      


      By:
        Lex
        GP-1 Trust, its general partner

      


      
        


        
          By:    
            /s/ Brendan P.
            Mullinix                                                   


          Name: Brendan
            P.
            Mullinix                                                       


          Title: 
            Executive Vice
            President                                                                        
            

        

      

      


      Lexington
        Realty Trust

      


      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
 

        
          By:    
            /s/ Brendan P.
            Mullinix                                                   


          Name: Brendan
            P.
            Mullinix                                                       


          Title: 
            Executive Vice
            President                                                                                        
            

        

      

      


      LSAC
        Operating Partnership L.P.

      


      By:
        LSAC
        General Partner LLC

      


      
        


        
          By:    
            /s/ Brendan P.
            Mullinix                                                   


          Name: Brendan
            P.
            Mullinix                                                       


          Title: 
            Executive Vice
            President                                                                              
            

        

      

      


      


      Lexington
        Acquiport Company II, LLC

      


      
        


        
          By:    
            /s/ Brendan P.
            Mullinix                                                   


          Name: Brendan
            P.
            Mullinix                                                       


          Title: 
            Executive Vice
            President                                                                               
            

        

      

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      SCHEDULE
        1

       

      
        	
                Property

                
                

              	 	 	 	 	 	 	 	 
	
                Primary
                  

                Tenant

                
                

              	
                Address

                
                

              	
                Net
                  
Prorations

                and
                  
Adjustments

                 (See
                  
Attached) 

                
                

              	
                Contribution
                  
Value

                
                

              	
                Loans

                
                

              	
                Contributed
                  Asset

                
                

              	
                LMLP

Contribution
                  
Affiliate

                
                

              	
                Owner

                
                

              	
                GP
                  Entity

                
                

              	
                Property
                  Interest

                
                

              
	
                American
                  
Electric 
Power

              	
                420
                  Riverport Road, 
Kingport, Tennessee

              	 	 	
                --

              	
                100%
                  interest in Newkirk Elport GP LLC

                99%
                  limited partnership interest in Newkirk Elport L.P.

              	
                LMLP

                
                

                LMLP

              	
                Newkirk
                  Elport L.P.

              	
                Newkirk
                  Elport GP LLC

              	
                Fee
                  interest

              
	
                Entergy
                  
Services, 
Inc.

              	
                5201
                  W. Barraque Street, 
Pine Bluff, Arkansas

              	 	 	
                --

              	
                100%
                  interest in Newkirk Bluff GP LLC

                
                

                99%
                  limited partnership interest in Newkirk Bluff L.P.

              	
                Lex-Property
                  Holdings LLC

                
                

                LMLP

              	
                Newkirk
                  Bluff L.P.

              	
                Newkirk
                  Bluff GP LLC

              	
                Fee
                  interest

              
	
                Lithia
                  
Motors

              	
                101
                  Creger, Fort Collins, 
Colorado

              	 	 	
                --

              	
                Fee
                  title to Property

              	
                Newkirk
                  Sablemart L.P.

              	
                Newkirk
                  Sablemart L.P.

              	
                N/A

              	
                Fee
                  interest

              
	
                Raytheon
                  
Company

              	
                1200
                  Jupiter Road, 
Garland, Texas

              	 	 	
                --

              	
                1%
                  general partner interest

                60%
                  limited partnership interest in Eastgar Associates Limited
                  Partnership

              	
                Chader
                  Associates LLC

                Newkirk
                  MLP Unit LLC

              	
                Eastgar
                  Associates Limited Partnership(1)

              	
                N/A

              	
                Fee
                  interest

              
	
                United
                  
Technologies 
Corp.

              	
                120
                  S.E. Parkway Drive, 
Franklin, Tennessee

              	 	 	
                --

              	
                100%
                  interest in Newkirk Syrcar GP LLC

                 99%
                  limited partnership interest in 

              	
                Lex-Property
                  Holdings LLC

                
                

                LMLP

              	
                Newkirk
                  Syrcar L.P.

              	
                Newkirk
                  Syrcar GP LLC

              	
                Ground
                  lease

              


      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                   

                	
                   

                	 	 	
                   

                	
                  Newkirk
                    Syrcar 
L.P.

                	
                   

                	
                   

                	
                   

                	
                   

                
	
                  Wachovia
                    
Bank, N.A.

                	
                  265
                    Lehigh Street, Allentown, Pennsylvania

                	 	 	
                  --

                	
                  100%
                    interest in Newkirk Croydon GP LLC

                  99%
                    limited partnership interest in Newkirk Croydon L.P.

                	
                  Lex-Property
                    Holdings LLC

                  
                  

                  LMLP

                	
                  Newkirk
                    Croydon L.P.

                	
                  Newkirk
                    Croydon GP LLC

                	
                  Fee
                    interest

                
	
                  EDS
                    
Information 
Services, 
LLC 
(Electronic 
Data 
Systems
                    
Corporation)

                  
                  

                	
                  3600
                    Army Post Road, 
Des Moines, Iowa

                  
                  

                	 	 	
                  $22,761,297.00

                  
                  

                	
                  100%
                    membership interest in Lexington TNI Des Moines Manager LLC and
                    100%
                    limited partnership interest in Lexington TNI Des Moines L.P.

                  
                  

                	
                  LMLP

                  
                  

                	
                  Lexington
                    TNI Des Moines L.P.

                  
                  

                	
                  Lexington
                    TNI Des Moines Manager LLC

                  
                  

                	
                  Fee
                    interest

                  
                  

                
	
                  Advance
                    
PCS, Inc.

                  
                  

                	
                  2401
                    Cherahala 
Boulevard, Knoxville, 
Tennessee

                  
                  

                	 	 	
                  $5,054,329.68

                  
                  

                	
                  100%
                    membership interest in Lexington Knoxville Manager LLC

                  
                  

                	
                  LMLP

                  
                  

                	
                  Lexington
                    Knoxville LLC

                  
                  

                	
                  Lexington
                    Knoxville Manager LLC

                  
                  

                	
                  Fee
                    interest

                  
                  

                
	
                  Kelsey
                    
Hayes 
Company 
(TRW 
Automotive)

                  
                  

                	
                  1200
                    & 12025 Tech Center 
Drive, Livonia, Michigan

                  
                  

                	 	 	
                  $10,520,436.70

                  
                  

                	
                  100%
                    interest in Lexington Livonia L.L.C.

                  
                  

                	
                  LMLP

                  
                  

                	
                  Lexington
                    Livonia L.L.C.

                  
                  

                	
                  LMLP

                  
                  

                	
                  Fee
                    interest

                  
                  

                
	
                  Owens
                    
Corning

                  
                  

                	
                  590
                    Ecology Lane, 
Chester, South Carolina

                  
                  

                	 	 	
                  $13,197,624.67

                  
                  

                	
                  100%
                    interest in Lexington Chester Manager, LLC and 100% interest
                    in Lexington
                    Chester Industrial LLC

                  
                  

                	
                  LMLP

                  
                  

                	
                  Lexington
                    Chester Industrial LLC

                  
                  

                	
                  Lexington
                    Chester Manager LLC

                  
                  

                	
                  Fee
                    interest

                  
                  

                
	
                  TI
                    Group 
Automotive 

                  
                  

                	
                  359
                    Gateway Drive, 

                	 	 	
                  $9,781,993.46

                  
                  

                	
                  100%
                    
membership 

                  
                  

                	
                  LMLP

                  
                  

                	
                  Lexington

                	
                  Lexington
                    Livonia TI

                	
                  Leasehold
                    

                  
                  

                


        

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      
         

        
          
            	
                    Systems,
                      
LLC (TI 
Automotive 
LTD)

                    
                    

                  	
                    Livonia,
                      Georgia

                    
                    

                  	 	 	
                     

                    
                    

                  	
                    interest
                      in Lexington Livonia TI Manager LLC and 100% limited partnership
                      interest
                      in Lexington Livonia TI L.P.

                    
                    

                  	
                     

                    
                    

                  	
                    Livonia
                      TI L.P.

                    
                    

                  	
                    Manager
                      LLC

                    
                    

                  	
                     interest

                    
                    

                  
	
                    Unisource
                      
Worldwide, 
Inc.

                    
                    

                  	
                    109
                      Stevens Street, 
Jacksonville, Florida

                    
                    

                  	 	 	
                    --

                    
                    

                  	
                    Fee
                      interest

                    
                    

                  	
                    LMLP

                    
                    

                  	
                    NLSAF
                      Jacksonville L.P.

                    
                    

                  	
                    NLSAF
                      Jacksonville GP LLC

                    
                    

                  	
                    Fee
                      interest

                    
                    

                  
	
                    Voicestream
                      
PCS II (T-
Mobile USA, 
Inc.)

                    
                    

                  	
                    3265
                      East Goldstone 
Drive, Meridian, Idaho

                    
                    

                  	 	 	
                    $10,079,315.38

                    
                    

                  	
                    100%
                      membership interest in Acquiport Meridian Manager LLC

                    
                    

                  	
                    LMLP

                    
                    

                  	
                    Acquiport
                      Meridian LLC

                    
                    

                  	
                    Acquiport
                      Meridian Manager LLC

                    
                    

                  	
                    Fee
                      interest

                    
                    

                  
	
                    Voicestream
                      
PCS II (T-
Mobile USA, 
Inc.)

                    
                    

                  	
                    3711
                      San Gabrial, 
Mission, Texas

                    
                    

                  	 	 	
                    $6,282,487.42

                    
                    

                  	
                    100%
                      membership interest in Lexington Mission Manager LLC and 99.5%
                      limited
                      partnership interest in Lexington Mission L.P.

                    
                    

                  	
                    LMLP

                    
                    

                  	
                    Lexington
                      Mission L.P.

                    
                    

                  	
                    Lexington
                      Mission Manager LLC

                    
                    

                  	
                    Fee
                      interest

                    
                    

                  


          

          
 

        

      

      (1)           
        LMLP indirectly holds the sole general partner interest and a 60% limited
        partnership interest in Eastgar Associates Limited Partnership.

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      SCHEDULE
        2

       

      


      Amended
        and Restated Sublease Agreement, dated January 15, 1985, between Newkirk
        Syrcar
        L.P. (as successor to Stemp Leasing Corp.) and Essex Group, Inc.,. as amended
        and assigned

      


      Agreement
        of Sublease, dated as of October 1, 2004, between Lexington Livonia TI L.P.
        (as
        successor to TC Hart County, LLC by assignment) and TI Group Automotive Systems,
        LLC, as amended and assigned

      


      Lease
        Agreement, dated as of December 15, 2003, between Acquiport Meridian LLC
        (as
        successor to HP Boise, LLC by assignment) and Voicestream PCS Holding, LLC,
        as
        amended and assigned

      


      Lease
        Agreement, dated as of June 2, 2003, between Lexington Mission L.P. (as
        successor to CentraTek L.P. by assignment) and T-Mobile West Corporation,
        as
        amended and assigned

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      


      SCHEDULE
        2.5

       

      ORGANIZATIONAL
        CHART

      


      [omitted
        from the filing]

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      SCHEDULE
        2.8

       

      RENT
        ROLL

      


      [omitted
        from the filing]

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      SCHEDULE
        2.16

       

      TENANT
        ESTOPPELS

      


      
        	
                T-Mobile-Meridian

              
	
                TI
                  Automotive

              
	
                American
                  Electric

              
	
                Entergy-Pine
                  Bluff

              
	
                Lithia
                  Motors

              
	
                Wachovia

              
	
                EDS

              
	
                T-Mobile-Mission

              
	
                Owens
                  Corning-Chester

              
	
                Unisource

              
	
                TRW/Kelsey
                  Hayes

              
	
                AdvancePCS

              
	
                Raytheon

              
	
                United
                  Tech-Franklin

              


      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      SCHEDULE
        4.2

      


      PERMITTED
        EXCEPTIONS

       

      [omitted
        from the filing]