THIRD AMENDMENT TO
AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT OF
FIRST INDUSTRIAL, L.P.
As of the 31st day
of October, 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, and further amended by that certain Second
Amendment to Eighth Amended and Restated Limited Partnership
Agreement, dated July 22, 2005 (collectively, the “
Partnership Agreement ”), does hereby further amend
the Partnership Agreement as follows:
Capitalized terms
used but not defined in this Third 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
Third 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 Third 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
Partners
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Number of Units
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Capital Contribution
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14,844
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$
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585,760.83
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14,844
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$
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585,760.83
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EXHIBIT 1B
Schedule of Partners
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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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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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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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Limited
Partners
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Number of Units
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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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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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