amend1-partnership.htm


    
      Exhibit
        10.2

       

      
 

      FIRST
        AMENDMENT TO THE

      LIMITED
        PARTNERSHIP AGREEMENT OF

      NET
        LEASE STRATEGIC ASSETS FUND L.P.

       

      This
        FIRSTAMENDMENT
        TO THE AMENDED AND RESTATED
        LIMITED PARTNERSHIP AGREEMENT OF NET LEASE STRATEGIC ASSETS FUND L.P.,
        dated as of December 20, 2007 (this “Amendment”),
        is made and entered into by and among The
        Lexington Master Limited Partnership, a Delaware limited partnership
        (“LMLP”),
        LMLP
        GP
        LLC, a Delaware limited liability company (“LMLP
        GP”), and Inland
        American (Net Lease) Sub, LLC, a Delaware limited liability company
        (“Inland”).  Unless
        otherwise defined, all defined terms used herein shall have such meaning
        ascribed such terms in the Partnership Agreement (as defined
        below).

       

      WHEREAS,
        Net Lease Strategic
        Assets Fund L.P., a Delaware limited partnership (the “Partnership”)
        is governed by that certain Amended and Restated Limited Partnership Agreement,
        dated and effective as of November 5, 2007, by and among LMLP, as a limited
        partner of the Partnership, LMLP GP, as a general partner of the Partnership,
        and Inland, as a limited partner of the Partnership (the “Partnership
        Agreement”);

       

      WHEREAS,
        pursuant to Section
        12.12 of the Partnership Agreement, the Partnership Agreement may not be
        amended
        without the written consent of all of the Partners; and

       

      WHEREAS,
        the parties hereto,
        constituting all of the Partners, desire to amend the Partnership Agreement
        in
        the manner set forth herein.

       

      NOW,
        THEREFORE, the Partners,
        effective for all purposes as of the date hereof, hereby amend the Partnership
        Agreement as follows.

       

      1.     Amendment
        to Section
        5.1(a).  Section 5.1(a) of the Partnership Agreement is hereby
        amended as follows: (a) the
        reference in Section 5.1(a) (second
        paragraph) of the Partnership Agreement to March 1, 2008, is hereby amended
        to
        be deemed a reference to March 31, 2008; provided further that the following
        Qualified Assumed Assets may be acquired at any time prior to June 30, 2008:
        (i)
Invensys,
        (ii) Sygma, (iii) Time, (iv) Tenneco and
        (v) St. Lukes/Kelsey Seybold,
        and (b) the reference in
        Section 5.1(a) (third paragraph) to March 1, 2008, is hereby amended to be
        deemed a reference to June 30, 2008.

      


      2.      Amendment
        to Section
        7.1(a)(ii).  Section 7.1(a)(ii) of the Partnership Agreement is
        hereby amended by deleting it in its entirety and replacing it with the
        following:

       

      (ii) Following
        (w) the satisfaction of accrued and unpaid interest on Priority Loans, in
        proportion to the outstanding Priority Loans, if any, and (x) the satisfaction
        of outstanding principal balances on Priority Loans, in proportion to the
        outstanding Priority Loans, if any, the General Partner shall cause the
        Partnership to distribute Net Cash from Sales and Financings as soon as
        practicable after the receipt of such Net Cash from Sales or Refinancings,
        as
        follows:

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      (A) first,
        to
        LMLP to the extent of any unpaid Preferred Equity Redemption Amount related
        to a
        prior sale or refinancing;

      


      (B) second,
        to Inland to the extent of any unpaid Inland Priority Return;

      


      (C) third,
        to
        LMLP to the extent of any accrued and unpaid Preferred Equity
        Return;

      


      (D) fourth,
        if involving a Qualified Assumed Asset, to LMLP in an amount equal to the
        Preferred Equity Redemption Amount related to such Qualified Assumed Asset
        (but
        in no event will the total amount distributed under this clause (D) exceed
        the
        outstanding Preferred Equity Capital Contribution);

      


      (E) fifth,
        to
        LMLP to the extent of any unpaid LMLP Priority Return;

      


      (F) sixth,
        to
        Inland until all Capital Contributions made by Inland have been returned
        (solely
        for the purposes of this Section 7.1(a)(i)(F), Capital Contributions shall
        include Acquisition Fees (if any) paid by Inland);

      


      (G) seventh,
        to LMLP until all Capital Contributions (excluding Preferred Equity Capital
        Contributions) made by LMLP or credited on LMLP’s behalf have been returned
        (solely for the purposes of this Section 7.1(a)(i)(G), Capital Contributions
        shall include 17.65% of the amount of the Acquisition Fees (if any) paid
        by
        Inland);

      


      (H) eighth,
        to LMLP until all Preferred Equity Capital Contributions have been returned
        or
        redeemed; and

      


      (I) thereafter,
        (x) so long as LMLP GP is the General Partner, (1) 65% to Inland and (2)
        35% to
        LMLP, or (y) so long as LMLP GP is no longer the General Partner, (1) 85%
        to
        Inland and (2) 15% to LMLP.

      


      3.      Ratification
        and
        Confirmation of the Partnership Agreement; No Other
        Changes.  Except as modified by this Amendment, the Partnership
        Agreement is hereby ratified and affirmed in all respects.  Nothing
        herein shall be held to alter, vary or otherwise affect the terms, conditions
        and provision of the Partnership Agreement, other than as stated
        above.

      


      4.      Governing
        Law.  This Amendment shall be construed
        in
        accordance with and governed by the laws of the State of Delaware, without
        giving effect to the provisions, policies or principles thereof relating
        to
        choice or conflict of laws.

      


      5.              Counterparts.  This
        Amendment may be executed in one or more counterparts, each of which shall
        be
        deemed an original and all of which together shall constitute one and the
        same
        instrument.

       

      [Signature
        Page
        Follows]

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

                 
        IN WITNESS WHEREOF, this
        Amendment is executed effective as of the date first set forth
        above.

       

      
        	
                LMLP
                  GP

              
	 
	
                LMLP
                  GP LLC

                
                  By:    
                    /s/ Brendan P.
                    Mullinix                                                   
                    

                     Name: Brendan
                    P.
                    Mullinix                                            
                    

                     Title: 
                    Executive Vice
                    President                                     

                

              
	 
	
                
                

                LMLP

              
	 
	
                
                

                THE
                  LEXINGTON MASTER LIMITED PARTNERSHIP

              
	
                By:
                  Lex GP-1 Trust, its general partner

              
	
                
                  
                    By:    
                      /s/ Brendan P.
                      Mullinix                                                   
                      

                       Name: Brendan
                      P.
                      Mullinix                                            
                      

                       Title: 
                      Executive Vice
                      President                                      

                  

                

              
	 
	
                
                

                INLAND

              
	 
	
                
                

                INLAND
                  AMERICAN (NET LEASE) SUB, LLC

                By:
                  Inland American Real Estate Trust, Inc.

              
	 
	
                By: /s/
                  Lori
                  Foust                                                                       

                     
                  Name:  Lori
                  Foust                                                                
                  

                     
Title:   
Treasurer                                                                  

              
	 
	
                The
                  undersigned hereby unconditionally and irrevocably
                  

                guarantees
                  the obligations of Inland American (Net Lease)
                  

                Sub,
                  LLC under Sections 3.10(c), 3.11, 3.12 and 5.1 of the
                  

                Partnership
                  Agreement:

              
	 
	INLAND
                AMERICAN REAL ESTATE TRUST, INC.
	 
	
                
                  By: /s/
                    Lori
                    Foust                                                                       

                       
                    Name:  Lori
                    Foust                                                                
                    

                       
Title:   
Treasurer