Exhibit 10.2

 

EXECUTION VERSION

 

SECOND AMENDMENT TO THE NOTE PURCHASE AGREEMENT

 

THIS SECOND AMENDMENT dated as of December 1, 2015 (the or this “Second Amendment”) to the Note Purchase Agreement dated as of April 16, 2014 is between STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Issuer”), STAG INDUSTRIAL, INC., a Maryland corporation (the “Parent”) and each of the institutions which is a signatory to this Second Amendment (collectively, the “Noteholders”).

 

RECITALS:

 

A.                                   The Issuer, the Parent and each of the Noteholders have heretofore entered into the Note Purchase Agreement dated as of April 16, 2014 (the “Note Purchase Agreement”).  The Issuer has heretofore issued the (i) $50,000,000 aggregate principal amount of its 4.98% Senior Guaranteed Notes, Series A, due October 1, 2024 (the “Series A Notes”) and (ii) $50,000,000 aggregate principal amount of its 4.98% Senior Guaranteed Notes, Series B, due July 1, 2026 (the “Series B Notes”; together with the Series A Notes, the “Notes”) pursuant to the Note Purchase Agreement.

 

B.                                  The Noteholders are the holders of more than 50% of the outstanding principal amount of the Notes and constitute the Required Holders pursuant to the Note Purchase Agreement.

 

C.                                  The Issuer, the Parent and the Noteholders now desire to amend the Note Purchase Agreement.

 

D.                                   Capitalized terms used herein shall have the respective meanings ascribed thereto in the Note Purchase Agreement unless herein defined.

 

E.                                  All requirements of law have been fully complied with and all other acts and things necessary to make this Second Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.

 

NOW, THEREFORE, upon the full and complete satisfaction of the conditions precedent to the effectiveness of this Second Amendment set forth in Section 3.1 hereof, and in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Issuer, the Parent and the Noteholders do hereby agree as follows:

 

SECTION 1.                                          AMENDMENTS.

 

Section 1.1.                   Section 10.7(b)(ii) of the Note Purchase Agreement shall be and is hereby amended by adding the words “excluding any such Person that is a Subsidiary Guarantor,” at the beginning of clause (ii).

 

STAG Industrial Operating Partnership, L.P.

Second Amendment to April 2014 Note Purchase Agreement

 











 

Section 1.2.                   Schedule B of the Note Purchase Agreement shall be and is hereby amended by deleting the definition of “Subsidiary Guarantors” and replacing it with the following:

 

 

““Subsidiary Guarantors” means, as of any date, the Subsidiaries of the Parent that are required to deliver an Affiliate Guaranty on April 16, 2014 or deliver a joinder to such Affiliate Guaranty pursuant to the requirements of Section 9.7 excluding, however, any Subsidiary Guarantor which has been released in accordance with Section 9.7(b).”

 

SECTION 2.                                          REPRESENTATIONS AND WARRANTIES OF THE ISSUER.

 

Section 2.1.                   To induce the Noteholders to execute and deliver this Second Amendment (which representations shall survive the execution and delivery of this Second Amendment), the Issuer and the Parent represent and warrant to the Noteholders that:

 

(a)                        this Second Amendment has been duly authorized, executed and delivered by it and this Second Amendment constitutes the legal, valid and binding obligation, contract and agreement of the Issuer enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

 

(b)                         the Note Purchase Agreement, as amended by this Second Amendment, constitute the legal, valid and binding obligations, contracts and agreements of the Issuer and the Parent enforceable against each in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

 

(c)                         the execution, delivery and performance by the Issuer and the Parent of this Second Amendment (i) has been duly authorized by all requisite corporate action and, if required, shareholder action, (ii) does not require the consent or approval of any governmental or regulatory body or agency and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or the Issuer’s or Parent’s certificate of limited partnership, articles of organization, by-laws or limited partnership agreement, (2) any order of any court or any rule, regulation or order of any other agency or government binding upon the Issuer or the Parent or (3) any provision of any material indenture, agreement or other instrument to which the Issuer or the Parent is a party or by which its properties or assets are or may be bound, including, without limitation, any one of the Primary Credit Facilities, or (B) result in a breach or constitute (alone or with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3) of this Section 2.1(c); and

 

(d)                         as of the date hereof and after giving effect to this Second Amendment, no Default or Event of Default has occurred which is continuing.

 

2











 

SECTION 3.                                          CONDITIONS TO EFFECTIVENESS OF THIS SECOND AMENDMENT.

 

Section 3.1.                   This Second Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions shall have been satisfied:

 

(a)                        executed counterparts of this Second Amendment, duly executed by the Issuer, the Parent and the holders of more than 50% of the outstanding principal of the Notes, including executed counterparts of the confirmation and agreement by the Subsidiary Guarantors, shall have been delivered to the Noteholders;

 

(b)                         the Noteholders shall have received evidence satisfactory to them that the Note Purchase Agreement dated as of December 18, 2014 among the Issuer, the Parent and the purchasers thereto has been amended substantially in the form annexed hereto as Exhibit A;

 

(c)                         the Noteholders shall have received evidence satisfactory to them that the Note Purchase Agreement dated as of December 1, 2015 among the Issuer, the Parent and the purchasers thereto has been executed and delivered in substantially in the form annexed hereto as Exhibit B;

 

(d)                         the representations and warranties of the Issuer and the Parent set forth in Section 2 hereof are true and correct on and with respect to the date hereof; and

 

(e)                         the fees and expenses of Chapman and Cutler, LLP, counsel to the Noteholders, shall have been paid by the Issuer, in connection with the negotiation, preparation, approval, execution and delivery of this Second Amendment.

 

Upon receipt of all of the foregoing, this Second Amendment shall become effective.

 

SECTION 4.                                          MISCELLANEOUS.

 

Section 4.1.                   This Second Amendment shall be construed in connection with and as part of the Note Purchase Agreement, and except as modified and expressly amended by this Second Amendment, all terms, conditions and covenants contained in the Note Purchase Agreement and the Notes are hereby ratified and shall be and remain in full force and effect.

 

Section 4.2.                   Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Second Amendment may refer to the Note Purchase Agreement without making specific reference to this Second Amendment but nevertheless all such references shall include this Second Amendment unless the context otherwise requires.

 

Section 4.3.                   The descriptive headings of the various Sections or parts of this Second Amendment are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.

 

3











 

Section 4.4.                   This Second Amendment shall be governed by and construed in accordance with New York law.

 

Section 4.5.                   The execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this Second Amendment may be executed in any number of counterparts, each executed counterpart constituting an original, but all together only one agreement.

 

4











 

	
 
    	
STAG   INDUSTRIAL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership
    
	
 
    	
 
    
	
 
    	
By:   STAG Industrial GP, LLC, a Delaware limited liability company, its General   Partner
    
	
 
    	
 
    
	
 
    	
By
    	
/s/ Stephen C. Mecke
    
	
 
    	
 
    	
Name: Stephen C. Mecke
    
	
 
    	
 
    	
Title: Vice President
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
STAG   INDUSTRIAL, INC., a Maryland corporation
    
	
 
    	
 
    
	
 
    	
By
    	
/s/ Stephen C. Mecke
    
	
 
    	
 
    	
Name: Stephen C. Mecke
    
	
 
    	
 
    	
Title: Executive Vice   President and Chief Operating Officer
    


 

STAG Industrial Operating Partnership, L.P.

Second Amendment to April 2014 Note Purchase Agreement

 











 

	
Accepted and Agreed to   on the
    	
 
    
	
date first written   above:
    	
 
    
	
 
    	
 
    
	
 
    	
MINNESOTA LIFE   INSURANCE COMPANY
    
	
 
    	
AMERICAN REPUBLIC   INSURANCE COMPANY
    
	
 
    	
UNITED INSURANCE   COMPANY OF AMERICA
    
	
 
    	
THE MUTUAL SAVINGS LIFE   INSURANCE COMPANY
    
	
 
    	
CATHOLIC UNITED   FINANCIAL
    
	
 
    	
CATHOLIC   LIFE INSURANCE (FKA: CATHOLIC LIFE INSURANCE UNION)
    
	
 
    	
COLORADO   BANKERS LIFE INSURANCE COMPANY
    
	
 
    	
FARM   BUREAU LIFE INSURANCE COMPANY OF MICHIGAN
    
	
 
    	
FIDELITY   LIFE ASSOCIATION
    
	
 
    	
DEARBORN   NATIONAL LIFE INSURANCE COMPANY
    
	
 
    	
GREAT   WESTERN INSURANCE COMPANY
    
	
 
    	
MTL INSURANCE   COMPANY
    
	
 
    	
TRUSTMARK INSURANCE   COMPANY
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
Advantus Capital   Management, Inc.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Theodore R.   Hoxmeier
    
	
 
    	
 
    	
Name:
    	
Theodore R. Hoxmeier
    
	
 
    	
 
    	
Title:
    	
Vice President
    


 

STAG Industrial Operating Partnership, L.P.

Second Amendment to April 2014 Note Purchase Agreement

 











 

Accepted and Agreed to on

the date first written above:

 

	
 
    	
VANTIS LIFE INSURANCE   COMPANY
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
BY: CONNING, INC.,   AS INVESTMENT MANAGER
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Samuel Otchere
    
	
 
    	
 
    	
Name:
    	
Samuel Otchere
    
	
 
    	
 
    	
Title:
    	
Director
    


 

STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P.

SECOND AMENDMENT TO APRIL 2014 NOTE PURCHASE AGREEMENT

 











 

Accepted and Agreed to on the

date first written above:

 

	
 
    	
ALLIANZ   LIFE INSURANCE COMPANY OF NORTH AMERICA
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Brian F. Landry
    
	
 
    	
 
    	
Name:
    	
Brian F. Landry
    
	
 
    	
 
    	
Title:
    	
Assistant Treasurer
    


 

STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P.

SECOND AMENDMENT TO APRIL 2014 NOTE PURCHASE AGREEMENT

 











 

Accepted and Agreed to on the

date first written above:

 

	
 
    	
AXA EQUITABLE LIFE   INSURANCE COMPANY
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Amy Judd
    
	
 
    	
 
    	
Name:
    	
Amy Judd
    
	
 
    	
 
    	
Title:
    	
Investment Officer
    


 

STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P.

SECOND AMENDMENT TO APRIL 2014 NOTE PURCHASE AGREEMENT

 











 

Accepted and Agreed to on the

date first written above:

 

	
 
    	
MONY LIFE INSURANCE   COMPANY OF AMERICA
    
	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Amy Judd
    
	
 
    	
 
    	
Name:
    	
Amy Judd
    
	
 
    	
 
    	
Title:
    	
Investment Officer
    


 

STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P.

SECOND AMENDMENT TO APRIL 2014 NOTE PURCHASE AGREEMENT

 












 

Accepted and Agreed to on the

date first written above:

 

	
 
    	
THE   GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Barry Scheinholtz
    
	
 
    	
 
    	
Name:
    	
Barry Scheinholtz
    
	
 
    	
 
    	
Title:
    	
Senior Director
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    
	
 
    	
THE   GUARDIAN INSURANCE & ANNUITY COMPANY, INC.
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Barry Scheinholtz
    
	
 
    	
 
    	
Name:
    	
Barry Scheinholtz
    
	
 
    	
 
    	
Title:
    	
Senior Director
    


 

STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P.

SECOND AMENDMENT TO APRIL 2014 NOTE PURCHASE AGREEMENT

 











 

Accepted and Agreed to on the

date first written above:

 

	
 
    	
PRIMA   MORTGAGE INVESTMENT TRUST, LLC a Delaware limited liability company
    
	
 
    	
 
    
	
 
    	
By:   Prima Capital Advisors, LLC, as authorized agent
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Nilesh Patel
    
	
 
    	
 
    	
Name:
    	
Nilesh Patel
    
	
 
    	
 
    	
Title:
    	
Managing Director
    


 

STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P.

SECOND AMENDMENT TO APRIL 2014 NOTE PURCHASE AGREEMENT

 











 

Each of the undersigned hereby confirms and agrees that the Affiliate Guaranty to which it is a party is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that on and after the Effective Date each reference therein to the Note Purchase Agreement shall refer to the Note Purchase Agreement after giving effect to this Second Amendment.  Without limiting the foregoing, each such Guarantor waives all defenses, claims, counterclaims, rights of recoupment or set-off with respect to any of such Guarantor’s obligations under its Affiliate Guaranty.

 

 

	
 
    	
SUBSIDIARY GUARANTORS
    
	
 
    	
 
    
	
 
    	
STAG Investments   Holdings III, LLC
    
	
 
    	
STAG III Albion, LLC
    
	
 
    	
STAG III Appleton, LLC
    
	
 
    	
STAG III Boardman, LLC
    
	
 
    	
STAG III Canton, LLC
    
	
 
    	
STAG III Chesterfield,   LLC
    
	
 
    	
STAG III Cincinnati,   LLC
    
	
 
    	
STAG III Dayton, LLC
    
	
 
    	
STAG III Daytona Beach,   LLC
    
	
 
    	
STAG III Elkhart, LLC
    
	
 
    	
STAG III Fairfield, LLC
    
	
 
    	
STAG III Farmington,   LLC
    
	
 
    	
STAG III Holland 2, LLC
    
	
 
    	
STAG III Holland, LLC
    
	
 
    	
STAG III Jackson, LLC
    
	
 
    	
STAG III Lewiston, LLC
    
	
 
    	
STAG III Malden, LLC
    
	
 
    	
STAG III Mason, LLC
    
	
 
    	
STAG III Mayville, LLC
    
	
 
    	
STAG III Milwaukee 2,   LLC
    
	
 
    	
STAG III Milwaukee, LLC
    
	
 
    	
STAG III Newark, LLC
    
	
 
    	
STAG III Pensacola, LLC
    
	
 
    	
STAG III Pocatello, LLC
    
	
 
    	
STAG III Rapid City,   LLC
    
	
 
    	
STIR Investments GP   III, LLC
    
	
 
    	
STAG III Sergeant   Bluff, LLC
    
	
 
    	
STAG III Maryland Borrower,   LLC
    
	
 
    	
STAG III Twinsburg, LLC
    
	
 
    	
STAG III Youngstown,   LLC
    
	
 
    	
STAG Investments   Holdings IV, LLC
    
	
 
    	
STAG IV Alexandria, LLC
    
	
 
    	
STAG IV Belfast, LLC
    
	
 
    	
STAG IV Cheektowaga,   LLC
    


 

STAG Industrial Operating Partnership, L.P.

Second Amendment to April 2014 Note Purchase Agreement

 











 

	
 
    	
STAG IV Danville, LLC
    
	
 
    	
STAG IV Lexington, LLC
    
	
 
    	
STAG IV Newton, LLC
    
	
 
    	
STAG IV Pittsburgh 2,   LLC
    
	
 
    	
STAG IV Rural Hall, LLC
    
	
 
    	
STAG IV Seville, LLC
    
	
 
    	
STAG IV Sun Prairie,   LLC
    
	
 
    	
STIR Investments GP IV,   LLC
    
	
 
    	
STAG GI Investments   Holdings, LLC
    
	
 
    	
STAG GI New Jersey, LLC
    
	
 
    	
STAG Industrial   Holdings, LLC
    
	
 
    	
STAG TX GP 2, LLC
    
	
 
    	
STAG Atlanta, LLC
    
	
 
    	
STAG Avon, LLC
    
	
 
    	
STAG Buffalo, LLC
    
	
 
    	
STAG Chippewa Falls,   LLC
    
	
 
    	
STAG Edgefield, LLC
    
	
 
    	
STAG Franklin, LLC
    
	
 
    	
STAG Huntersville, LLC
    
	
 
    	
STAG Lansing 2, LLC
    
	
 
    	
STAG Orlando, LLC
    
	
 
    	
STAG Pineville, LLC
    
	
 
    	
STAG Portland 2, LLC
    
	
 
    	
STAG Reading, LLC
    
	
 
    	
STAG Rogers 2, LLC
    
	
 
    	
STAG Smithfield, LLC
    
	
 
    	
STAG South Bend, LLC
    
	
 
    	
STAG Spartanburg, LLC
    
	
 
    	
STAG Portage, LLC
    
	
 
    	
STAG Jackson, LLC
    
	
 
    	
STIR Investments GP,   LLC
    
	
 
    	
STAG Simpsonville, LLC
    
	
 
    	
STAG Dallas, LLC
    
	
 
    	
STAG Mebane 1, LLC
    
	
 
    	
STAG Mebane 2, LLC
    
	
 
    	
STAG De Pere, LLC
    
	
 
    	
STAG Duncan, LLC
    
	
 
    	
STAG Buena Vista, LLC
    
	
 
    	
STAG Gurnee, LLC
    
	
 
    	
STAG Kansas City 2, LLC
    
	
 
    	
STAG Chicopee, LLC
    
	
 
    	
STAG Montgomery, LLC
    
	
 
    	
STAG Smyrna, LLC
    
	
 
    	
STAG Statham, LLC
    
	
 
    	
STAG Harrisonburg, LLC
    
	
 
    	
STAG Toledo, LLC
    


 

STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P.

SECOND AMENDMENT TO APRIL 2014 NOTE PURCHASE AGREEMENT

 











 

	
 
    	
STAG Woodstock, LLC
    
	
 
    	
STAG Orangeburg, LLC
    
	
 
    	
STAG Columbia, LLC
    
	
 
    	
STAG Golden, LLC
    
	
 
    	
STAG Dekalb, LLC
    
	
 
    	
STAG Ocala, LLC
    
	
 
    	
STAG Marion 2, LLC
    
	
 
    	
STAG Londonderry, LLC
    
	
 
    	
STAG Mishawaka, LLC
    
	
 
    	
STAG Idaho Falls, LLC
    
	
 
    	
STAG Mt. Prospect, LLC
    
	
 
    	
STAG Williamsport, LLC
    
	
 
    	
STAG Kentwood, LLC
    
	
 
    	
STAG Marshall, LLC
    
	
 
    	
STAG Belvidere I, LLC
    
	
 
    	
STAG Belvidere II, LLC
    
	
 
    	
STAG Belvidere III, LLC
    
	
 
    	
STAG Belvidere IV, LLC
    
	
 
    	
STAG Belvidere V, LLC
    
	
 
    	
STAG Belvidere VI, LLC
    
	
 
    	
STAG Belvidere VII, LLC
    
	
 
    	
STAG Belvidere VIII,   LLC
    
	
 
    	
STAG Belvidere IX, LLC
    
	
 
    	
STAG Nashville, LLC
    
	
 
    	
STAG Catoosa, LLC
    
	
 
    	
STAG New Berlin, LLC
    
	
 
    	
STAG Hampstead, LLC
    
	
 
    	
STAG New Hope, LLC
    
	
 
    	
STAG Springfield, LLC
    
	
 
    	
STAG Orlando 2, LLC
    
	
 
    	
STAG North Jackson 2,   LLC
    
	
 
    	
STAG Mebane 3, LLC
    
	
 
    	
STAG Shannon, LLC
    
	
 
    	
STAG Lansing 4, LLC
    
	
 
    	
STAG Harvard, LLC
    
	
 
    	
STAG Sauk Village, LLC
    
	
 
    	
STAG South Holland, LLC
    
	
 
    	
STAG Mascot, LLC
    
	
 
    	
STAG Janesville, LLC
    
	
 
    	
STAG Allentown, LLC
    
	
 
    	
STAG Nashua, LLC
    
	
 
    	
STAG Strongsville, LLC
    
	
 
    	
STAG Columbus, LLC
    
	
 
    	
STAG Savannah, LLC
    
	
 
    	
STAG West Chester, LLC
    
	
 
    	
STAG Calhoun, LLC
    


 

STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P.

SECOND AMENDMENT TO APRIL 2014 NOTE PURCHASE AGREEMENT

 











 

	
 
    	
STAG Hebron, LLC
    
	
 
    	
STAG East Troy, LLC
    
	
 
    	
STAG New Berlin 2, LLC
    
	
 
    	
STAG Jefferson City,   LLC
    
	
 
    	
STAG Savage, LLC
    
	
 
    	
STAG Charlotte 3, LLC
    
	
 
    	
STAG Charlotte 4, LLC
    
	
 
    	
STAG Mountain Home, LLC
    
	
 
    	
STAG Chester, LLC
    
	
 
    	
STAG Mechanicsburg 1,   LLC
    
	
 
    	
STAG Mechanicsburg 2,   LLC
    
	
 
    	
STAG Mechanicsburg 3,   LLC
    
	
 
    	
STAG Mason 3, LLC
    
	
 
    	
STAG Longmont, LLC
    
	
 
    	
STAG Lenexa, LLC
    
	
 
    	
STAG Reno, LLC
    
	
 
    	
STAG Fort Wayne, LLC
    
	
 
    	
STAG Murfreesboro, LLC
    
	
 
    	
STAG Gurnee 2, LLC
    
	
 
    	
STAG Germantown, LLC
    
	
 
    	
STAG Elizabethtown, LLC
    
	
 
    	
STAG CA GP, LLC
    
	
 
    	
STAG Conyers 1, LLC
    
	
 
    	
STAG Winston-Salem, LLC
    
	
 
    	
STAG Spartanburg 3, LLC
    
	
 
    	
STAG Burlington, LLC
    
	
 
    	
STGA Greenville, LLC
    
	
 
    	
STAG North Haven, LLC
    
	
 
    	
STAG Plymouth 2, LLC
    
	
 
    	
STAG Oakwood Village,   LLC
    
	
 
    	
STAG Stoughton 1, LLC
    
	
 
    	
STAG Stoughton 2, LLC
    
	
 
    	
STAG 5101 South Council   Road, LLC
    
	
 
    	
STAG Knoxville 2, LLC
    
	
 
    	
STAG Clinton, LLC
    
	
 
    	
STAG Fairborn, LLC
    
	
 
    	
STAG Phoenix, LLC
    
	
 
    	
STAG Machesney Park,   LLC
    
	
 
    	
STAG Macedonia, LLC
    
	
 
    	
STAG Novi 2, LLC
    
	
 
    	
STAG Grand Junction,   LLC
    
	
 
    	
STAG Tulsa, LLC
    
	
 
    	
STAG Chattanooga 1, LLC
    
	
 
    	
STAG Chattanooga 2, LLC
    
	
 
    	
STAG Libertyville 1,   LLC
    
	
 
    	
STAG Libertyville 2,   LLC
    


 

STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P.

SECOND AMENDMENT TO APRIL 2014 NOTE PURCHASE AGREEMENT

 











 

	
 
    	
STAG Greer, LLC
    
	
 
    	
STAG Piedmont 1, LLC
    
	
 
    	
STAG Piedmont 2, LLC
    
	
 
    	
STAG Piedmont 3, LLC
    
	
 
    	
STAG Belvidere 10, LLC
    
	
 
    	
STAG Durham, LLC
    
	
 
    	
STAG Charlotte 6, LLC
    
	
 
    	
STAG Shreveport, LLC
    
	
 
    	
STAG Dayton 2, LLC
    
	
 
    	
STAG Laurens, LLC
    
	
 
    	
STAG West Allis, LLC
    
	
 
    	
each a Delaware limited   liability company,
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Stephen C. Mecke
    
	
 
    	
 
    	
Name:
    	
Stephen C. Mecke
    
	
 
    	
 
    	
Title:
    	
Authorized Officer
    
	
 
    	
 
    
	
 
    	
STAG III Arlington,   L.P.,
    
	
 
    	
a Delaware limited   partnership,
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
STIR Investments GP   III, LLC,
    
	
 
    	
 
    	
a Delaware limited   liability company,
    
	
 
    	
 
    	
its General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
 /s/ Stephen C. Mecke
    
	
 
    	
 
    	
 
    	
Name:
    	
Stephen C. Mecke
    
	
 
    	
 
    	
 
    	
Title:
    	
Authorized Officer
    
	
 
    	
 
    
	
 
    	
STAG IV Waco, L.P.,
    
	
 
    	
a Delaware limited   partnership,
    
	
 
    	
 
    	
 
    
	
 
    	
By: 
    	
STIR Investments GP IV,   LLC,
    
	
 
    	
 
    	
a Delaware limited   liability company,
    
	
 
    	
 
    	
its General Partner
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By: 
    	
/s/ Stephen C. Mecke
    
	
 
    	
 
    	
 
    	
Name:
    	
Stephen C. Mecke
    
	
 
    	
 
    	
 
    	
Title:
    	
Authorized Officer
    
	
 
    	
 
    
	
 
    	
STAG III Sparks, LLC
    
	
 
    	
a Maryland limited   liability company,
    
	
 
    	
 
    	
 
    
	
 
    	
By:
    	
/s/ Stephen C. Mecke
    
	
 
    	
 
    	
Name:
    	
Stephen C. Mecke
    
	
 
    	
 
    	
Title:
    	
Authorized Officer
    
						


 

STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P.

SECOND AMENDMENT TO APRIL 2014 NOTE PURCHASE AGREEMENT

 











 

	
 
    	
STAG Arlington 2, L.P.
    
	
 
    	
STAG Houston 2, L.P.
    
	
 
    	
STAG Garland, LP
    
	
 
    	
STAG Houston 3, LP
    
	
 
    	
STAG El Paso 1, LP
    
	
 
    	
STAG El Paso 2, LP
    
	
 
    	
STAG El Paso 3, LP
    
	
 
    	
STAG El Paso 4, LP
    
	
 
    	
STAG Houston 4, LP
    
	
 
    	
STAG El Paso 5, LP
    
	
 
    	
STAG Garland 2, LP
    
	
 
    	
each a Delaware limited   partnership,
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
STAG TX GP 2, LLC,
    
	
 
    	
 
    	
a Delaware limited   liability company,
    
	
 
    	
 
    	
their General Partner
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Stephen C. Mecke
    
	
 
    	
 
    	
 
    	
Name:
    	
Stephen C. Mecke
    
	
 
    	
 
    	
 
    	
Title:
    	
Authorized Officer
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
STAG Camarillo 1, LP
    
	
 
    	
STAG Camarillo 2, LP
    
	
 
    	
each a Delaware limited   partnership,
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
STAG CA GP, LLC,
    
	
 
    	
 
    	
a Delaware limited   liability company,
    
	
 
    	
 
    	
their General Partner
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Stephen C. Mecke
    
	
 
    	
 
    	
 
    	
Name:
    	
Stephen C. Mecke
    
	
 
    	
 
    	
 
    	
Title:
    	
Authorized Officer
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
STAG El Paso, LP
    
	
 
    	
a Delaware limited   partnership,
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
By:
    	
STIR Investments GP,   LLC,
    
	
 
    	
 
    	
a Delaware limited   liability company,
    
	
 
    	
 
    	
its General Partner
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Stephen C. Mecke
    
	
 
    	
 
    	
 
    	
Name:
    	
Stephen C. Mecke
    
	
 
    	
 
    	
 
    	
Title:
    	
Authorized Officer
    


 

STAG Industrial Operating Partnership, L.P.

Second Amendment to April 2014 Note Purchase Agreement

 











 

EXHIBIT A

 

FIRST AMENDMENT TO DECEMBER 2014 NOTE PURCHASE AGREEMENT

 











 

EXHIBIT B

 

2015 NOTE PURCHASE AGREEMENT