FIRST AMENDMENT TO THE
TENTH AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT OF
FIRST INDUSTRIAL, L.P.
As of January
20 , 2006, the undersigned, being the sole general partner
of First Industrial, L.P. (the “ Partnership ”),
a limited partnership formed under the Delaware Revised Uniform
Limited Partnership Act and pursuant to the terms of that certain
Tenth Amended and Restated Limited Partnership Agreement, dated
January 13, 2006, (the “ Partnership Agreement
”), does hereby further amend the Partnership Agreement as
follows:
Capitalized terms
used but not defined in this First Amendment shall have the same
meanings that are respectively ascribed to them in the Partnership
Agreement.
1.
Additional Limited Partners . The Person identified on
Schedule 1 hereto is hereby admitted to the Partnership
as an Additional Limited Partner owning the number of Units and
having made the Capital Contributions set forth on such
Schedule 1 . Such Person hereby adopts the Partnership
Agreement.
2.
Schedule of Partners . Exhibit 1B to the
Partnership Agreement is hereby deleted in its entirety and
replaced by Exhibit 1B hereto which identifies all of
the Partners following consummation of the transactions referred to
in Section 1 hereof.
3.
Ratification . Except as expressly modified by this
First Amendment, all of the provisions of the Partnership Agreement
are hereby affirmed and ratified, and remain in full force and
effect.
IN WITNESS
WHEREOF , the undersigned has executed this First Amendment as
of the date first written above.
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FIRST
INDUSTRIAL REALTY TRUST, INC. , as sole general partner of the Partnership
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By:
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/s/ David
Harker
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Name:
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David
Harker
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Title:
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Executive
Director — Investments
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Additional
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Limited
Partner
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Number of Units
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Capital Contribution
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21,650
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$
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867,095.00
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General
Partner
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Number of Units
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First Industrial Realty Trust, Inc.
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30,892,739
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Limited
Partners
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Number of Units
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154
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307
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Daniel R.
Andrew, Trustee of the Daniel R. Andrew Trust U/A
12-29-92
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137,489
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754
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307
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5,691
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3,374
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8,731
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Thomas K. Barad
& Jill E. Barad, Co-Trustees of the Thomas K. Barad & Jill
E. Barad Trust DTD 10-18-89
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2,283
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Enid Barden,
Trustee of the Enid Barden Trust dated June 28, 1995
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56,082
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Enid Barden,
Trustee of the Enid Barden Trust dated June 28, 1996
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23,088
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58,020
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58,019
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77
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Limited
Partners
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Number of Units
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Don N. Blurton
& Patricia H. Blurton, Trustees U/A DTD 11-96 Blurton 1996
Revocable Family Trust
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598
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Harriet Bonn,
Trustee U/A DTD 3/5/97 FBO the Harriet Bonn Revocable Living
Trust
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24,804
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3,806
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307
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Merrill Lynch,
attn Cliff Kelly, account #27G-38295
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4,620
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Merrill Lynch,
attn Cliff Kelly, account #27G-38294
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4,620
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9,261
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Barbara Lee
O’Brien Burke
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666
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5,007
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1,233
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1,388
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13,650
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The Carol and
James Collins Foundation
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100,000
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307
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Cliffwood
Development Company
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64,823
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11,116
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17,369
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Charles S. Cook
and Shelby H. Cook, tenants in the entirety
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634
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34,939
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Limited
Partners
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Number of Units
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5,845
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5,159
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2,602
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Michael G.
Damone, Trustee of the Michael G. Damone Trust U/A
11-4-69
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144,296
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6,286
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Henry E. Dietz
Trust U/A 01-16-81
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36,476
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14,844
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14,844
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Steven Dizio
& Helen Dizio, joint tenants
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12,358
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2,429
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1,987
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100
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1,388
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Charles F.
Downs and Mary Jane Downs, Trustees of the Charles F. Downs Living
Trust U/T/A dtd. 12/06/04
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754
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Mary Jane Downs
and Charles F. Downs, Trustees of the Mary Jane Downs Living Trust
U/T/A dtd. 12/6/04
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754
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Draizin Family
Partnership L.P.
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357,896
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Milton H.
Dresner, Trustee of the Milton Dresner Revocable Trust U/A
10-22-76
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149,531
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149,531
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513
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330
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Limited
Partners
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Number of Units
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17,022
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666
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154
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First &
Broadway Limited Partnership
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18,203
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Fourbur Family
Co., L.P., a New York limited partnership
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588,273
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Frances
Shankman Insurance Trust, Frances Shankman Trustee
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16,540
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3,177
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Jack Friedman,
Trustee of the Jack Friedman Revocable Living Trust U/A
03/23/78
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26,005
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14
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727
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Gerlach Family
Trust, dated 6/28/85, Stanley & Linda Gerlach
Trustees
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874
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922
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Dennis G.
Goodwin and Jeannie L. Goodwin, tenants in the entirety
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6,166
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330
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Stanley
Greenberg & Florence Greenberg, joint tenants
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307
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Thelma C.
Gretzinger Trust
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450
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