FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED UNSECURED REVOLVING CREDIT AGREEMENT

EXHIBIT 10.1

FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED
UNSECURED REVOLVING CREDIT AGREEMENT

          This First Amendment to Fifth Amended and Restated Unsecured Revolving Credit Agreement (this “Amendment”) is made as of this 18th day of August, 2008 by and among FIRST INDUSTRIAL, L.P., a Delaware limited partnership (“Borrower”), FIRST INDUSTRIAL REALTY TRUST, INC., a Maryland corporation (“Guarantor”), JPMorgan Chase Bank, N.A., as a lender and as “ Administrative Agent ,” and the Lenders identified on the signature pages to this Amendment.

RECITALS

          A. Borrower, General Partner, Administrative Agent, and the Lenders are parties to a Fifth Amendment and Restated Unsecured Credit Agreement dated as of September 28, 2007 (the “Credit Agreement”). All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.

          B. Pursuant to the terms of the Credit Agreement, the Lenders made available a credit facility in the initial amount of $500,000,000, subject to increase to a maximum amount of $700,000,000. The aggregate amount of Domestic Revolving Commitments is currently $400,000,000 and the aggregate amount of Global Revolving Commitments is currently $100,000,000.

          C. Borrower has requested a change to the Credit Agreement in order to reallocate a portion of the Domestic Revolving Commitments to be Global Revolving Commitments.

          NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENTS

     1. The foregoing recitals to this Amendment are incorporated into and made a part of this Amendment.

     2. Effective as of the Effective Date (as defined in Section 3 below), the Domestic Revolving Commitments and Global Revolving Commitments shall be revised to be the amounts set forth in Exhibit A to this Amendment. Exhibit A to the Credit Agreement is hereby replaced by Exhibit A to this Amendment. As of the date hereof, the aggregate amount of Domestic Revolving Commitments is $339,000,000 and the aggregate amount of Global Revolving Commitments is $161,000,000. The Lenders further agree that there can be further changes to the allocation of the Commitments between the Domestic Revolving Commitments and Global Revolving Commitments without requiring an amendment signed by the Required Lenders so long as the Amendment regarding such reallocation does not change the Aggregate Commitment

and is executed by Borrower, Administrative Agent, and each Lender whose Domestic Revolving Commitment or Global Revolving Commitment is changing.

     3. The “Effective Date” shall be the date on which all the following conditions shall have been fulfilled:

          If the Effective Date has not occurred by August 31, 2008, either Borrower or Administrative Agent may elect to terminate this Amendment which thereupon shall have no further force or effect and the Credit Agreement shall continue as if this Amendment had not been executed.

     4. Borrower hereby represents and warrants that: