SECOND AMENDMENT TO THE NOTE PURCHASE AGREEMENT
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.
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 Xxxxxxx and Xxxxxx, 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.
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.
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STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership | |
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By: STAG Industrial GP, LLC, a Delaware limited liability company, its General Partner | |
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By |
/s/ Xxxxxxx X. Xxxxx |
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Name: Xxxxxxx X. Xxxxx |
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Title: Vice President |
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STAG INDUSTRIAL, INC., a Maryland corporation | |
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By |
/s/ Xxxxxxx X. Xxxxx |
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Name: Xxxxxxx X. Xxxxx |
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Title: Executive Vice President and Chief Operating Officer |
STAG Industrial Operating Partnership, L.P.
Second Amendment to April 2014 Note Purchase Agreement
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Accepted and Agreed to on the |
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date first written above: |
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MINNESOTA LIFE INSURANCE COMPANY | ||
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AMERICAN REPUBLIC INSURANCE COMPANY | ||
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UNITED INSURANCE COMPANY OF AMERICA | ||
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THE MUTUAL SAVINGS LIFE INSURANCE COMPANY | ||
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CATHOLIC UNITED FINANCIAL | ||
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CATHOLIC LIFE INSURANCE (FKA: CATHOLIC LIFE INSURANCE UNION) | ||
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COLORADO BANKERS LIFE INSURANCE COMPANY | ||
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FARM BUREAU LIFE INSURANCE COMPANY OF MICHIGAN | ||
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FIDELITY LIFE ASSOCIATION | ||
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DEARBORN NATIONAL LIFE INSURANCE COMPANY | ||
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GREAT WESTERN INSURANCE COMPANY | ||
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MTL INSURANCE COMPANY | ||
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TRUSTMARK INSURANCE COMPANY | ||
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By: |
Advantus Capital Management, Inc. | |
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By: |
/s/ Xxxxxxxx X. Xxxxxxxx | |
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Name: |
Xxxxxxxx X. Xxxxxxxx |
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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:
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VANTIS LIFE INSURANCE COMPANY | ||
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BY: CONNING, INC., AS INVESTMENT MANAGER | ||
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By: |
/s/ Xxxxxx Xxxxxxx | |
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Name: |
Xxxxxx Xxxxxxx |
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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:
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ALLIANZ LIFE INSURANCE COMPANY OF NORTH AMERICA | ||
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By: |
/s/ Xxxxx X. Xxxxxx | |
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Name: |
Xxxxx X. Xxxxxx |
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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:
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AXA EQUITABLE LIFE INSURANCE COMPANY | ||
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By: |
/s/ Xxx Xxxx | |
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Name: |
Xxx Xxxx |
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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:
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MONY LIFE INSURANCE COMPANY OF AMERICA | ||
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By: |
/s/ Xxx Xxxx | |
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Name: |
Xxx Xxxx |
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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:
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THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA | ||
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By: |
/s/ Xxxxx Xxxxxxxxxxx | |
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Name: |
Xxxxx Xxxxxxxxxxx |
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Title: |
Senior Director |
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THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC. | ||
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By: |
/s/ Xxxxx Xxxxxxxxxxx | |
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Name: |
Xxxxx Xxxxxxxxxxx |
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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:
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PRIMA MORTGAGE INVESTMENT TRUST, LLC a Delaware limited liability company | ||
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By: Prima Capital Advisors, LLC, as authorized agent | ||
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By: |
/s/ Xxxxxx Xxxxx | |
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Name: |
Xxxxxx Xxxxx |
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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.
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SUBSIDIARY GUARANTORS |
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STAG Investments Holdings III, LLC |
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STAG III Albion, LLC |
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STAG III Appleton, LLC |
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STAG III Xxxxxxxx, LLC |
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STAG III Canton, LLC |
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STAG III Chesterfield, LLC |
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STAG III Cincinnati, LLC |
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STAG III Dayton, LLC |
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STAG III Daytona Beach, LLC |
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STAG III Elkhart, LLC |
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STAG III Fairfield, LLC |
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STAG III Farmington, LLC |
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STAG III Holland 2, LLC |
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STAG III Holland, LLC |
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STAG III Xxxxxxx, LLC |
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STAG III Lewiston, LLC |
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STAG III Malden, LLC |
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STAG III Xxxxx, LLC |
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STAG III Mayville, LLC |
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STAG III Milwaukee 2, LLC |
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STAG III Milwaukee, LLC |
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STAG III Newark, LLC |
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STAG III Pensacola, LLC |
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STAG III Pocatello, LLC |
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STAG III Rapid City, LLC |
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STIR Investments GP III, LLC |
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STAG III Sergeant Bluff, LLC |
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STAG III Maryland Borrower, LLC |
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STAG III Twinsburg, LLC |
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STAG III Youngstown, LLC |
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STAG Investments Holdings IV, LLC |
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STAG IV Alexandria, LLC |
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STAG IV Belfast, LLC |
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STAG IV Cheektowaga, LLC |
STAG Industrial Operating Partnership, L.P.
Second Amendment to April 2014 Note Purchase Agreement
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STAG IV Danville, LLC |
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STAG IV Lexington, LLC |
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STAG IV Xxxxxx, LLC |
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STAG IV Pittsburgh 2, LLC |
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STAG IV Rural Hall, LLC |
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STAG IV Seville, LLC |
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STAG IV Sun Prairie, LLC |
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STIR Investments XX XX, LLC |
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STAG GI Investments Holdings, LLC |
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STAG GI New Jersey, LLC |
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STAG Industrial Holdings, LLC |
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STAG TX GP 2, LLC |
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STAG Atlanta, LLC |
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STAG Avon, LLC |
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STAG Buffalo, LLC |
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STAG Chippewa Falls, LLC |
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STAG Edgefield, LLC |
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STAG Franklin, LLC |
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STAG Huntersville, LLC |
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STAG Lansing 2, LLC |
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STAG Orlando, LLC |
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STAG Pineville, LLC |
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STAG Portland 2, LLC |
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STAG Reading, LLC |
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STAG Xxxxxx 2, LLC |
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STAG Smithfield, LLC |
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STAG South Bend, LLC |
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STAG Spartanburg, LLC |
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STAG Portage, LLC |
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STAG Xxxxxxx, LLC |
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STIR Investments GP, LLC |
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STAG Simpsonville, LLC |
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STAG Dallas, LLC |
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STAG Mebane 1, LLC |
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STAG Mebane 2, LLC |
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STAG De Pere, LLC |
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STAG Xxxxxx, LLC |
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STAG Buena Vista, LLC |
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STAG Gurnee, LLC |
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STAG Kansas City 2, LLC |
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STAG Chicopee, LLC |
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STAG Xxxxxxxxxx, LLC |
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STAG Smyrna, LLC |
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STAG Statham, LLC |
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STAG Harrisonburg, LLC |
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STAG Toledo, LLC |
STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P.
SECOND AMENDMENT TO APRIL 2014 NOTE PURCHASE AGREEMENT
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STAG Woodstock, LLC |
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STAG Orangeburg, LLC |
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STAG Columbia, LLC |
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STAG Golden, LLC |
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STAG Dekalb, LLC |
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STAG Ocala, LLC |
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STAG Xxxxxx 2, LLC |
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STAG Londonderry, LLC |
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STAG Mishawaka, LLC |
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STAG Idaho Falls, LLC |
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STAG Mt. Prospect, LLC |
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STAG Williamsport, LLC |
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STAG Kentwood, LLC |
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STAG Xxxxxxxx, LLC |
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STAG Belvidere I, LLC |
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STAG Belvidere II, LLC |
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STAG Belvidere III, LLC |
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STAG Belvidere IV, LLC |
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STAG Belvidere V, LLC |
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STAG Belvidere VI, LLC |
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STAG Belvidere VII, LLC |
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STAG Belvidere VIII, LLC |
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STAG Belvidere IX, LLC |
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STAG Nashville, LLC |
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STAG Catoosa, LLC |
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STAG New Berlin, LLC |
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STAG Hampstead, LLC |
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STAG New Hope, LLC |
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STAG Springfield, LLC |
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STAG Orlando 2, LLC |
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STAG North Xxxxxxx 2, LLC |
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STAG Mebane 3, LLC |
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STAG Xxxxxxx, LLC |
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STAG Lansing 4, LLC |
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STAG Harvard, LLC |
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STAG Sauk Village, LLC |
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STAG South Holland, LLC |
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STAG Mascot, LLC |
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STAG Janesville, LLC |
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STAG Allentown, LLC |
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STAG Nashua, LLC |
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STAG Strongsville, LLC |
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STAG Columbus, LLC |
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STAG Savannah, LLC |
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STAG West Xxxxxxx, LLC |
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STAG Xxxxxxx, LLC |
STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P.
SECOND AMENDMENT TO APRIL 2014 NOTE PURCHASE AGREEMENT
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STAG Hebron, LLC |
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STAG East Xxxx, LLC |
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STAG New Berlin 2, LLC |
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STAG Jefferson City, LLC |
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STAG Savage, LLC |
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STAG Charlotte 3, LLC |
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STAG Charlotte 4, LLC |
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STAG Mountain Home, LLC |
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STAG Xxxxxxx, LLC |
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STAG Mechanicsburg 1, LLC |
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STAG Mechanicsburg 2, LLC |
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STAG Mechanicsburg 3, LLC |
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STAG Xxxxx 3, LLC |
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STAG Longmont, LLC |
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STAG Lenexa, LLC |
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STAG Reno, LLC |
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STAG Fort Xxxxx, LLC |
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STAG Murfreesboro, LLC |
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STAG Gurnee 2, LLC |
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STAG Germantown, LLC |
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STAG Elizabethtown, LLC |
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STAG CA GP, LLC |
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STAG Xxxxxxx 1, LLC |
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STAG Winston-Salem, LLC |
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STAG Spartanburg 3, LLC |
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STAG Burlington, LLC |
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STGA Greenville, LLC |
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STAG North Haven, LLC |
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STAG Plymouth 2, LLC |
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STAG Oakwood Village, LLC |
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STAG Stoughton 1, LLC |
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STAG Stoughton 2, LLC |
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STAG 0000 Xxxxx Xxxxxxx Xxxx, LLC |
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STAG Knoxville 2, LLC |
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STAG Clinton, LLC |
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STAG Fairborn, LLC |
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STAG Phoenix, LLC |
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STAG Machesney Park, LLC |
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STAG Macedonia, LLC |
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STAG Novi 2, LLC |
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STAG Grand Junction, LLC |
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STAG Tulsa, LLC |
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STAG Chattanooga 1, LLC |
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STAG Chattanooga 2, LLC |
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STAG Libertyville 1, LLC |
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STAG Libertyville 2, LLC |
STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P.
SECOND AMENDMENT TO APRIL 2014 NOTE PURCHASE AGREEMENT
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STAG Xxxxx, LLC | ||||
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STAG Piedmont 1, LLC | ||||
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STAG Piedmont 2, LLC | ||||
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STAG Piedmont 3, LLC | ||||
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STAG Belvidere 10, LLC | ||||
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STAG Durham, LLC | ||||
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STAG Charlotte 6, LLC | ||||
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STAG Shreveport, LLC | ||||
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STAG Dayton 2, LLC | ||||
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STAG Laurens, LLC | ||||
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STAG West Allis, LLC | ||||
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each a Delaware limited liability company, | ||||
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By: |
/s/ Xxxxxxx X. Xxxxx | |||
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Name: |
Xxxxxxx X. Xxxxx | ||
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Title: |
Authorized Officer | ||
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STAG III Arlington, L.P., | ||||
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a Delaware limited partnership, | ||||
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By: |
STIR Investments GP III, LLC, | |||
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a Delaware limited liability company, | |||
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its General Partner | |||
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By: |
/s/ Xxxxxxx X. Xxxxx | ||
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Name: |
Xxxxxxx X. Xxxxx | |
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Title: |
Authorized Officer | |
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STAG IV Waco, L.P., | ||||
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a Delaware limited partnership, | ||||
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By: |
STIR Investments XX XX, LLC, | |||
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a Delaware limited liability company, | |||
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its General Partner | |||
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By: |
/s/ Xxxxxxx X. Xxxxx | ||
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Name: |
Xxxxxxx X. Xxxxx | |
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Title: |
Authorized Officer | |
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STAG III Sparks, LLC | ||||
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a Maryland limited liability company, | ||||
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By: |
/s/ Xxxxxxx X. Xxxxx | |||
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Name: |
Xxxxxxx X. Xxxxx | ||
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Title: |
Authorized Officer | ||
STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P.
SECOND AMENDMENT TO APRIL 2014 NOTE PURCHASE AGREEMENT
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STAG Arlington 2, L.P. | |||
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STAG Houston 2, L.P. | |||
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STAG Xxxxxxx, XX | |||
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STAG Houston 3, LP | |||
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STAG El Paso 1, LP | |||
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STAG El Paso 2, LP | |||
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STAG El Paso 3, LP | |||
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STAG El Paso 4, LP | |||
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STAG Houston 4, LP | |||
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XXXX Xx Xxxx 0, XX | |||
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XXXX Xxxxxxx 0, XX | |||
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each a Delaware limited partnership, | |||
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By: |
STAG TX GP 2, LLC, | ||
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a Delaware limited liability company, | ||
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their General Partner | ||
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By: |
/s/ Xxxxxxx X. Xxxxx | |
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Name: |
Xxxxxxx X. Xxxxx |
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Title: |
Authorized Officer |
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XXXX Xxxxxxxxx 0, XX | |||
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XXXX Xxxxxxxxx 0, XX | |||
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each a Delaware limited partnership, | |||
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By: |
STAG CA GP, LLC, | ||
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a Delaware limited liability company, | ||
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their General Partner | ||
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By: |
/s/ Xxxxxxx X. Xxxxx | |
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Name: |
Xxxxxxx X. Xxxxx |
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Title: |
Authorized Officer |
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STAG El Paso, LP | |||
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a Delaware limited partnership, | |||
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By: |
STIR Investments GP, LLC, | ||
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a Delaware limited liability company, | ||
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its General Partner | ||
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By: |
/s/ Xxxxxxx X. Xxxxx | |
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Name: |
Xxxxxxx X. Xxxxx |
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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
