Exhibit 10.2
FIRST AMENDMENT TO THE
LIMITED PARTNERSHIP AGREEMENT OF
NET LEASE STRATEGIC ASSETS FUND L.P.
This
FIRST
AMENDMENT 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) t he
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) t he 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 bala
