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EXHIBIT 10.1
AMENDMENT NO. 13 TO THE FIRST INDUSTRIAL, L.P.
SIXTH AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
WHEREAS, the First Industrial, L.P. Sixth Amended and Restated Limited
Partnership Agreement (as amended to date, the "Agreement") of First Industrial,
L.P., a Delaware limited partnership (the "Partnership"), between First
Industrial Realty Trust, Inc., a Maryland corporation (the "General Partner"),
and the limited partners of the Partnership (the "Limited Partners") became
effective on March 18, 1998 (capitalized terms not defined herein shall have the
meanings given to such terms in the Partnership Agreement);
WHEREAS, the General Partner and the Limited Partners wish to amend
certain provisions of the Agreement; and
WHEREAS, the General Partner has received the Consent to this
Amendment No. 13 of the holders of a majority of Partnership Units not held by
the General Partner;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
SECTION 1. AMENDMENTS
1.1 Section 8.1 of the Agreement is hereby amended by deleting the
first sentence thereof and replacing it with the following:
"Except as provided in Section 9.8 hereof, the General Partner may not
voluntarily withdraw or Transfer all or any portion of its General Partner
Interest."
1.2 The following new Section 9.8 is hereby added to the Agreement:
"SECTION 9.8. REDEMPTION UPON REIT SHARE REPURCHASES BY THE GENERAL
PARTNER. If the General Partner acquires outstanding REIT Shares then the
Partnership shall redeem from the General Partner the General Partner's
interest in the Partnership representing such acquired REIT Shares and pay
to
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the General Partner, in cash, an amount equal to the consideration, if any,
paid by or for the account of the General Partner for the acquired REIT
Shares. The Partnership shall make such cash payment, if any, to the
General Partner within three business days after the General Partner
notifies the Partnership that the General Partner is committed to acquiring
REIT Shares and requests payment under this Section 9.8. Any REIT Shares
acquired by the General Partner that are thereafter disposed of by the
General Partner (which term shall not include cancellation) shall, for the
purposes of Sections 4.2(B) and (C), be deemed issued at the time of such
disposition."
SECTION 2. NO OTHER AMENDMENTS
This Amendment No. 13 does not amend the Agreement in any respect
except as expressly provided herein, and the Agreement, as amended by this
Amendment No. 13, shall continue in full force and effect after the date
hereof in accordance with its terms.
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IN WITNESS WHEREOF, this Amendment No. 13 has been duly executed and
delivered by the General Partner as of the 1st day of September, 2000.
FIRST INDUSTRIAL REALTY TRUST INC.,
as sole General Partner of the
Partnership
By: /s/ Michael J. Havala
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Name: Michael J. Havala
Title: Chief Financial Officer
