0001104659-15-083066 Sample Contracts

SECOND AMENDMENT TO THE NOTE PURCHASE AGREEMENT
Note Purchase Agreement • December 4th, 2015 • STAG Industrial, Inc. • Real estate investment trusts • New York

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”).

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FIRST AMENDMENT TO THE NOTE PURCHASE AGREEMENT
Note Purchase Agreement • December 4th, 2015 • STAG Industrial, Inc. • Real estate investment trusts • New York

THIS FIRST AMENDMENT dated as of December 1, 2015 (the or this “First Amendment”) to the Note Purchase Agreement dated as of December 18, 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 First Amendment (collectively, the “Noteholders”).

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • December 4th, 2015 • STAG Industrial, Inc. • Real estate investment trusts • New York

STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (together with any successor thereto that becomes a party hereto pursuant to Section 10.2, the “Issuer”) and STAG INDUSTRIAL, INC., a Maryland corporation (the “Parent”), agree with each of the Purchasers as follows:

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