0000950123-08-001940 Sample Contracts

SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF NET LEASE STRATEGIC ASSETS FUND L.P. Dated as of February 20, 2008
Limited Partnership Agreement • February 21st, 2008 • Lexington Realty Trust • Real estate investment trusts • Delaware

THIS SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT (as it may be amended, modified, supplemented or restated from time to time, this “Agreement”) of NET LEASE STRATEGIC ASSETS FUND L.P. (the “Partnership”), made and entered into as of February 20, 2008 by and among The Lexington Master Limited Partnership, a Delaware limited partnership (“LMLP”), as a limited partner of the Partnership, LMLP GP LLC, a Delaware limited liability company (“LMLP GP”), as a general partner of the Partnership, and Inland American (Net Lease) Sub, LLC, a Delaware limited liability company (“Inland”), as a limited partner of the Partnership, amends and restates in its entirety the Amended and Restated Limited Partnership Agreement, made and entered into as of November 5, 2007 (the “Prior Agreement”), by and among LMLP, LMLP GP and Inland, as amended by that certain First Amendment to the Limited Partnership Agreement of the Partnership, dated December 20, 2007.

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AMENDMENT NO. 2 TO CONTRIBUTION AGREEMENT
Contribution Agreement • February 21st, 2008 • Lexington Realty Trust • Real estate investment trusts

THIS AMENDMENT NO. 2 TO CONTRIBUTION AGREEMENT (“Amendment”) is made as of the 20th day of February, 2008, 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”).

AMENDMENT NO. 2 TO PURCHASE AND SALE AGREEMENT
Lease Agreement • February 21st, 2008 • Lexington Realty Trust • Real estate investment trusts

THIS AMENDMENT NO. 2 TO PURCHASE AND SALE AGREEMENT (“Amendment”) is made as of the 20th day of February, 2008, 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”).

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