SECOND AMENDMENT TO
AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT OF
FIRST INDUSTRIAL, L.P.
As of
July 22, 2005, 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
Eighth Amended and Restated Limited Partnership Agreement, dated
June 2, 2004, as amended by that certain First Amendment to
Eighth Amended and Restated Limited Partnership Agreement, dated
March 4, 2005 (collectively, 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 Persons identified on Schedule 1
hereto are hereby admitted to the Partnership as Additional Limited
Partners owning the number of Units and having made the Capital
Contributions set forth on such Schedule 1 . Such
Persons hereby adopt 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. ,
as sole general partner of the Partnership
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By:
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/s/Michael W.
Brennan
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Name:
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Michael W.
Brennan
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Title:
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Chief Executive
Officer
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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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Swift Terminal Properties, a California General
Partnership
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183,158
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$
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7,368,432.74
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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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7,955
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2,809
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2,690
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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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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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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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1,508
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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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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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Limited
Partners
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Number of Units
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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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28,500
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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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30,032
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