Lexington Master Limited Partnership 8K Entry into a Material Definitive Agreement | SEC 26 Dec 07

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