SECOND AMENDMENT TO THE
TENTH AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT OF
FIRST INDUSTRIAL, L.P.
As of
March 31, 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 Second 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 Contribution 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
Second 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 Second Amendment as
of the date first written above.
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FIRST
INDUSTRIAL REALTY TRUST, INC.,
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a Maryland
corporation, as sole general partner of the Partnership
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By: /s/
David Harker
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David Harker,
Executive Director — Investments
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Additional
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Limited Partners
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Number of Units
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Capital Contribution
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9,823
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$
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421,241.82
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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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9,823
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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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Limited
Partners
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Number of Units
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330
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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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