Exhibit 10.3

FIRST AMENDMENT TO THE NOTE PURCHASE AGREEMENT

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”).

RECITALS:

A.                                    The Issuer, the Parent and each of the Noteholders have heretofore entered into the Note Purchase Agreement dated as of December 18, 2014 (the “Note Purchase Agreement”).  The Issuer has heretofore issued the (i) $80,000,000 aggregate principal amount of its 4.42% Senior Guaranteed Notes, Series A, due December 30, 2026 (the “Series A Notes”), (ii) $100,000,000 aggregate principal amount of its 4.32% Senior Guaranteed Notes, Series B, due February 20, 2025 (the “Series B Notes”) and (iii) $20,000,000 aggregate principal amount of its 4.42% Senior Guaranteed Notes, Series C, due February 20, 2027 (the “Series C Notes”; together with the Series A Notes and the Series B 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 First 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 First 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).

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 December 18, 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 First Amendment (which representations shall survive the execution and delivery of this First Amendment), the Issuer and the Parent represent and warrant to the Noteholders that:

(a)                        this First Amendment has been duly authorized, executed and delivered by it and this First 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 First 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 First 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 First Amendment, no Default or Event of Default has occurred which is continuing.

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SECTION 3.                                          CONDITIONS TO EFFECTIVENESS OF THIS FIRST AMENDMENT.

Section 3.1.                   This First 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 First 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 April 16, 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 Chapman and Cutler, LLP, counsel to the Noteholders, shall have been paid by the Issuer, in connection with the negotiation, preparation, approval, execution and delivery of this First Amendment.

Upon receipt of all of the foregoing, this First Amendment shall become effective.

SECTION 4.                                          MISCELLANEOUS.

Section 4.1.                   This First Amendment shall be construed in connection with and as part of the Note Purchase Agreement, and except as modified and expressly amended by this First 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 First Amendment may refer to the Note Purchase Agreement without making specific reference to this First Amendment but nevertheless all such references shall include this First Amendment unless the context otherwise requires.

Section 4.3.                   The descriptive headings of the various Sections or parts of this First Amendment are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.

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Section 4.4.                   This First 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 First 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.

First Amendment to December 2014 Note Purchase Agreement

STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P.

FIRST AMENDMENT TO DECEMBER 2014 NOTE PURCHASE AGREEMENT

STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P.

FIRST AMENDMENT TO DECEMBER 2014 NOTE PURCHASE AGREEMENT

STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P.

FIRST AMENDMENT TO DECEMBER 2014 NOTE PURCHASE AGREEMENT

STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P.

FIRST AMENDMENT TO DECEMBER 2014 NOTE PURCHASE AGREEMENT

STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P.

FIRST AMENDMENT TO DECEMBER 2014 NOTE PURCHASE AGREEMENT

STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P.

FIRST AMENDMENT TO DECEMBER 2014 NOTE PURCHASE AGREEMENT

STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P.

FIRST AMENDMENT TO DECEMBER 2014 NOTE PURCHASE AGREEMENT

STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P.

FIRST AMENDMENT TO DECEMBER 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 First 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.

STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P.

SECOND AMENDMENT TO APRIL 2014 NOTE PURCHASE AGREEMENT

STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P.

SECOND AMENDMENT TO APRIL 2014 NOTE PURCHASE AGREEMENT

STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P.

SECOND AMENDMENT TO APRIL 2014 NOTE PURCHASE AGREEMENT

STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P.

SECOND AMENDMENT TO APRIL 2014 NOTE PURCHASE AGREEMENT

STAG INDUSTRIAL OPERATING PARTNERSHIP, L.P.

SECOND AMENDMENT TO APRIL 2014 NOTE PURCHASE AGREEMENT

EXHIBIT A

SECOND AMENDMENT TO APRIL 2014 NOTE PURCHASE AGREEMENT

EXHIBIT A

2015 NOTE PURCHASE AGREEMENT