Underwriting Agreement


    EXECUTION
      COPY

     

    First
      Industrial, L.P.

    $200,000,000
      53⁄4% Senior Notes due 2016

    


    Underwriting
      Agreement

    January
      5, 2006

     

    J.P.
      MORGAN SECURITIES INC.

    WACHOVIA
      CAPITAL MARKETS, LLC

    CREDIT
      SUISSE FIRST BOSTON LLC

    MERRILL
      LYNCH, PIERCE, FENNER 

         &
      SMITH INCORPORATED

    As
      Representatives of the several 

    Underwriter’s
      named in Schedule I
      hereto

    c/o
      J.P.
      Morgan Securities LLC 

    270
      Park
      Avenue

    New
      York,
      New York 10017-2070

    


    


    Ladies
      and Gentlemen:

     

    First
      Industrial, L.P., a Delaware limited partnership (the “Operating
      Partnership”),
      by
      this agreement (the “Agreement”) proposes
      to issue and sell to the underwriters named in Schedule I
      hereto
      (collectively, the “Underwriters”),
      for
      whom J.P. Morgan Securities Inc., Wachovia Capital Markets, LLC, Credit Suisse
      First Boston LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated are
      acting as Representatives (the “Representatives”),
      the
      principal amount of its debt securities identified in Schedule I
      hereto
      (the “Securities”),
      each
      as specified in Schedule I
      hereto.

     

    The
      Operating Partnership and First Industrial Realty Trust, Inc., a Maryland
      corporation and the sole general partner of the Operating Partnership (the
      “Company”),
      have
      prepared and filed with the Securities and Exchange Commission (the
“Commission”) in
      accordance with the provisions of the Securities Act of 1933, as amended, and
      the rules and regulations of the Commission thereunder (collectively, the
“Securities
      Act”),
      a
      registration statement (file number 333-117842-01) on Form S-3, including
      the related prospectus (the “Base Prospectus”), relating to certain securities
      (the “Shelf
      Securities”) to
      be issued from time to time by the Company or the Operating Partnership, as
      the
      case may be. The Operating Partnership also has filed with, or proposes to
      file
      with, the Commission pursuant to Rule 424 under the Securities Act
      (“Rule
      424”) a
      prospectus supplement specifically relating to the Securities (a “Prospectus
      Supplement”).
      The
      registration statement as amended to the date of this Agreement and including
      any registration statement filed pursuant to Rule 462(b) under the
      Securities Act (a “Rule
      462(b) Registration Statement”) is
      hereinafter referred to as the “Registration
      Statement”.
      For
      purposes of this Agreement, "Effective
      Time"
      with
      respect to the Registration Statement means, if the Operating
      Partnership has
      advised the Underwriters that it does not propose to amend such registration
      statement, the date and time as of which such registration statement, or the
      most recent post-effective amendment thereto (if any) filed prior to the
      execution and delivery of this Agreement, was declared effective by the
      Commission or has become effective upon filing pursuant to
      Rule 462(c).
      Any
      reference in this Agreement to the Registration Statement, the Prospectus as
      defined hereunder or any preliminary prospectus (a “preliminary
      prospectus”),
      as
      the case may be, previously filed with the Commission 

     


    
      
        
        

      

      
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    pursuant
      to Rule 424 shall be deemed to refer to and include the documents incorporated
      by reference therein pursuant to Item 12 of Form S-3 under the Securities Act
      which were filed under the Securities Exchange Act of 1934, as amended, and
      the
      rules and regulations of the Commission thereunder (collectively, the
“Exchange
      Act”) on
      or before the date of this Agreement or the date of the Registration Statement
      or the Prospectus, as the case may be; and any reference to “amend,” “amendment”
or “supplement” with respect to the Registration Statement or the Prospectus
      shall be deemed to refer to and include any documents filed under the Exchange
      Act after the date of this Agreement, or the date of the Registration Statement
      or the Prospectus, as the case may be, which are deemed to be incorporated
      by
      reference therein. "Registration
      Statement" without reference to a time means the Registration Statement as
      of
      its Effective Time. "Registration Statement" as of any specified time means
      the
      Registration Statement in the form then filed with the Commission immediately
      prior to that time, including any amendment thereto or any document incorporated
      by reference therein and any prospectus deemed or retroactively deemed to be
      a
      part thereof that has not been superseded or modified. For purposes of the
      previous sentence, information contained in a form of prospectus or prospectus
      supplement that is deemed retroactively to be a part of the Registration
      Statement pursuant to Rule 430A shall be considered to be included in the
      Registration Statement as of the time specified in Rule 430A. "Statutory
      Prospectus"
      as of
      any specified time means the prospectus included in the Registration Statement
      immediately prior to that time, including any document incorporated by reference
      therein and any prospectus supplement deemed or retroactively deemed to be
      a
      part thereof that has not been superseded or modified. For purposes of the
      preceding sentence, information contained in a form of prospectus that is deemed
      retroactively to be a part of the Registration Statement pursuant to
      Rule 430A shall be considered to be included in the Statutory Prospectus as
      of the actual time that form of prospectus is filed with the Commission pursuant
      to Rule 424(b) ("Rule 424(b)") under
      the Securities Act. "Prospectus"
      means
      the Statutory Prospectus in the form first used (or made available upon request
      of purchasers pursuant to Rule 173) in connection with confirmation of sales
      of
      the Securities that discloses the public offering price and other final terms
      of
      the Securities and otherwise satisfies Section 10(a) of the Securities
      Act. "Issuer
      Free Writing Prospectus"
      means
      any "issuer free writing prospectus," as defined in Rule 433, relating to
      the Securities in the form filed or required to be filed with the Commission
      or,
      if not required to be filed, in the form retained in the Company's records
      pursuant to Rule 433(g). "General
      Use Issuer Free Writing Prospectus"
      means
      any Issuer Free Writing Prospectus that is intended for general distribution
      to
      prospective investors, as evidenced by its being specified as such in
Schedule IV
      to this
      Agreement. "Limited
      Use Issuer Free Writing Prospectus"
      means
      any Issuer Free Writing Prospectus that is not a General Use Issuer Free Writing
      Prospectus. "Time
      of Sale"
      means
      1:00 p.m. (Eastern time) on the date of this Agreement. All
      references in this Agreement to financial statements and schedules and other
      information which is "contained," "included," "described" or "stated" in the
      Registration Statement or the Prospectus (and all other references of like
      import) shall be deemed to mean and include all such financial statements
      and schedules and other information which is or is deemed to be incorporated
      by
      reference in the Registration Statement or Prospectus, as the case may
      be.

    The
      Securities will be issued in one or more series under an indenture, dated as
      of
      May 13, 1997 (the “Original
      Indenture”),
      between the Operating Partnership and U.S. Bank National Association, as trustee
      (the “Trustee”).
      The
      title, aggregate principal amount, rank, interest rate or formula and timing
      of
      payments thereof, stated maturity date, redemption and/or repayment provisions,
      sinking fund requirements and any other variable terms for each series of the
      Securities shall be established by or pursuant to supplemental indenture no.
      10
      (the “Supplemental
      Indenture”)
      to the
      Original Indenture (as so supplemented, and as the same may be amended or
      further supplemented from time to time, the “Indenture”) to
      be entered into between the Operating Partnership and the Trustee on or prior
      to
      the Closing Date (as defined in Section 3).

     

    At
      or
      prior to the Time of Sale, the Operating Partnership had prepared the following
      information, (the “Time
      of Sale Information”):
      (1)
      any scheduled Issuer Free Writing Prospectuses attached as exhibits


     


    
      
        
        

      

      
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    to
      Schedule IV
      hereto,
      (2) the preliminary Prospectus Supplement dated January 5, 2006 together with
      the Base Prospectus and (3) any filing under the 1934 Act which is deemed
      incorporated by reference in the Registration Statement or the
      Prospectus.

    Each
      of
      the Company and the Operating Partnership hereby severally agrees with the
      Underwriters as follows:

     

    1.  The
      Operating Partnership agrees to issue and sell the Securities to the several
      Underwriters as hereinafter provided, and each Underwriter, on the basis of
      the
      representations, warranties and agreements herein contained, but subject to
      the
      conditions hereinafter stated, agrees to purchase, severally and not jointly,
      from the Operating Partnership the respective principal amount of Securities
      set
      forth opposite such Underwriter’s name in Schedule I
      hereto
      at the purchase price set forth in Schedule II
      hereto.

     

    2.  The
      Operating Partnership understands that the several Underwriters intend
      (i) to make a public offering of their respective portions of the
      Securities as soon after the execution of this Agreement as in the judgment
      of
      the Underwriters is advisable and (ii) initially to offer the Securities
      upon the terms set forth in the Prospectus.

     

    3.  Payment
      for the Securities shall be made to the Operating Partnership or to its order
      by
      wire transfer in immediately available funds on the date and at the time and
      place set forth in Schedule II
      hereto
      in the section entitled “Closing Date and Time of Delivery” (or at such other
      time and place on the same or such other date, not later than the third Business
      Day thereafter, as you and the Operating Partnership may agree in writing).
      Such
      payment will be made upon delivery to, or to you for the respective accounts
      of,
      the Underwriters of the Securities registered in such names and in such
      denominations as you shall request not less than two full Business Days prior
      to
      the date of delivery, with any transfer taxes payable in connection with
      transfer to the Underwriters duly paid by the Operating Partnership. As used
      herein, the term “Business
      Day”
means
      any day other than a day on which banks are permitted or required to be closed
      in New York City or the City of Chicago. The time and date of such payment
      and
      delivery with respect to the Securities are referred to herein as the
“Closing
      Date.”
The
      Securities will be delivered through the book entry facilities of The Depository
      Trust Company (“DTC”)
      and
      will be made available for inspection by you by 1:00 P.M. New York City time
      at
      least 24 hours prior to the Closing Date at such place in New York City as
      you,
      DTC and the Operating Partnership shall agree.

     

    4.  The
      Company and the Operating Partnership, jointly and severally, represent and
      warrant to each Underwriter as of the date hereof and the Closing Date
      that:

     

    (a)  The
      Company and the Operating Partnership meet the requirements for use of Form
      S-3
      and the Registration Statement has been declared effective by the
      Commission.

     

    (b)  The
      Registration Statement and the Prospectus, including the financial statements,
      schedules and related notes included in the Prospectus and, if applicable,
      any
      Term Sheet to the Prospectus, as of the date hereof, as of the Time of Sale
      and
      at the time the Registration Statement became effective, and when any
      post-effective amendment to the Registration Statement or Rule
      462(b) Registration Statement becomes effective or any amendment or
      supplement to the Prospectus is filed with the Commission, did or will comply
      in
      all material respects with all applicable provisions of the Securities Act
      and
      the Trust Indenture Act of 1939, as amended, and the rules and regulations
      of
      the Commission thereunder (the “TIA”) and
      will contain all statements required to be stated therein in accordance with
      the
      Securities Act and the TIA. The Prospectus, including the financial statements,
      schedules and 

     


    
      
        
        

      

      
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    related
      notes included or incorporated by reference in the Prospectus, and if
      applicable, any Term Sheet to the Prospectus, as of the date hereof, as of
      the
      Time of Sale and at the time the Registration Statement became effective, and
      at
      the Closing Date, and when any post-effective amendment to the Registration
      Statement or Rule 462(b) Registration Statement becomes effective or any
      amendment or supplement to the Prospectus is filed with the Commission, did
      or
      will comply in all material respects with all applicable provisions of the
      Securities Act and the TIA and will contain all statements required to be stated
      therein in accordance with the Securities Act and the TIA. On the date the
      Registration Statement was declared effective, on the date hereof, as of the
      Time of Sale, on the date of filing of any Rule 462(b) Registration
      Statement and on the Closing Date, no part of the Registration Statement or
      any
      amendment did or will contain an untrue statement of a material fact or omit
      to
      state a material fact required to be stated therein or necessary in order to
      make the statements therein not misleading. On the date the Registration
      Statement was declared effective, on the date hereof, as of the Time of Sale,
      as
      of its date, on the date of filing of any Rule 462(b) Registration
      Statement and at the Closing Date, the Prospectus did not and will not contain
      an untrue statement of a material fact or omit to state a material fact
      necessary to make the statements therein, in light of the circumstances under
      which they were made, not misleading. If a Rule 462(b) Registration
      Statement is filed in connection with the offering and sale of the Securities,
      the Company and the Operating Partnership will have complied or will comply
      with
      the requirements of Rule 111 under the Securities Act relating to the payment
      of
      filing fees therefor. The foregoing representations and warranties in this
      Section 4(b) do not apply to (i) that part of the Registration
      Statement which constitutes the Statement of Eligibility and Qualification
      under
      the TIA (the “Form
      T-1”),
      and
      (ii) any statements or omissions made in reliance on and in conformity with
      information relating to any Underwriter furnished in writing to the Company
      or
      the Operating Partnership by the Underwriters specifically for inclusion in
      the
      Registration Statement or Prospectus or any amendment or supplement thereto.
      Neither the Company nor the Operating Partnership has distributed, and prior
      to
      the later of the Closing Date and the completion of the distribution of the
      Securities will not distribute, any offering material in connection with the
      offering or sale of the Securities other than the Registration Statement, the
      preliminary prospectus, the Prospectus or any other materials, if any, permitted
      by the Securities Act (which were disclosed to the Underwriters and the
      Underwriters’ counsel and are listed on Schedule IV
      hereof
      other than documents referred to in clause (c) of Section 7(f));

     

    (c)  Any
      preliminary prospectus supplements, filed pursuant to Rule 424 under the
      Securities Act and each 462(b) Registration Statement, if any, complied or
      will comply when so filed in all material respects with all applicable
      provisions of the Securities Act; did not contain an untrue statement of a
      material fact or omit to state a material fact necessary to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading; each preliminary prospectus and the Prospectus delivered to the
      Underwriters for use in connection with the offering of Securities will, at
      the
      time of such delivery, be identical to the electronically transmitted copies
      thereof filed with the Commission pursuant to EDGAR, except to the extent
      permitted by Regulation S-T;

     

    (d)  The
      documents incorporated or deemed to be incorporated by reference in the
      Registration Statement, the Prospectus and the Time of Sale Information pursuant
      to Item 12 of Form S-3 under the Securities Act, at the time they were, or
      hereafter are, filed with the Commission, complied and will comply in all
      material respects with the requirements of the Exchange Act, and, when read
      together with other information included in, and incorporated by reference
      in,
      the Registration Statement, the Prospectus and the Time of Sale Information,
      at
      the time the Registration Statement became effective, as of the date of the
      Prospectus, the Time of Sale Information and as of the Closing Date, or during
      the period specified in Section 5(e) did not 

     


    
      
        
        

      

      
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    and
      will
      not include an untrue statement of a material fact or omit to state a material
      fact necessary to make the statements therein, in the light of the circumstances
      under which they were made, not misleading. The foregoing representations and
      warranties in this Section 4(d) do not apply to the Form T-1 or to any
      statements or omissions made in reliance on and in conformity with information
      relating to any Underwriter furnished in writing to the Company or the Operating
      Partnership by the Underwriters specifically for inclusion in the Registration
      Statement or Prospectus or any amendment or supplement thereto;

     

    (e)  At
      the
      time of filing the Registration Statement and at the date of this Agreement,
      each of the Operating Partnership and the Company was not and is not an
      "ineligible issuer," as defined in Rule 405, including as a result of (x)
      the Operating Partnership, the Company or any other subsidiary in the preceding
      three years having been convicted of a felony or misdemeanor or having been
      made
      the subject of a judicial or administrative decree or order as described in
      Rule 405 and (y) the Operating Partnership or the Company in the
      preceding three years having been the subject of a bankruptcy petition or
      insolvency or similar proceeding, having had a registration statement be the
      subject of a proceeding under Section 8 of the Securities Act or being the
      subject of a proceeding under Section 8A of the Securities Act in
      connection with the offering of the Securities, all as described in
      Rule 405.

     

    (f)  The
      Time
      of Sale Information, at the Time of Sale did not, and at the Closing Date will
      not, contain any untrue statement of a material fact or omit to state any
      material fact necessary in order to make the statements therein, in the light
      of
      the circumstances under which they were made, not misleading. The preceding
      sentence does not apply to statements in or omissions from any prospectus
      included in the Registration Statement or any Issuer Free Writing Prospectus
      in
      reliance upon and in conformity with written information furnished to the
      Operating Partnership by the Representatives specifically for use therein,
      it
      being understood and agreed that the only such information furnished by the
      Underwriters consists of the information described in the second paragraph
      of
      Section 8 hereof. No statement of material fact included in the Prospectus
      has
      been omitted from the Time of Sale Information and no statement of material
      fact
      included in the Time of Sale Information that is required to be included in
      the
      Prospectus has been omitted therefrom.

     

    (g)  Each
      Issuer Free Writing Prospectus, as of its issue date and at all subsequent
      times
      through the completion of the public offer and sale of the Securities or until
      any earlier date that the Operating Partnership notified or notifies the
      Underwriters as described in the next sentence, did not, does not and will
      not
      include any information that conflicted, conflicts or will conflict with the
      information then contained in the Registration Statement. If at any time
      following issuance of an Issuer Free Writing Prospectus there occurred or occurs
      an event or development as a result of which such Issuer Free Writing Prospectus
      conflicted or would conflict with the information then contained in the
      Registration Statement or included or would include an untrue statement of
      a
      material fact or omitted or would omit to state a material fact necessary in
      order to make the statements therein, in the light of the circumstances
      prevailing at that subsequent time, not misleading, (i) the Operating
      Partnership has promptly notified or will promptly notify the Underwriters
      and
      (ii) the Operating Partnership has promptly amended or will promptly amend
      or supplement such Issuer Free Writing Prospectus to eliminate or correct such
      conflict, untrue statement or omission. The foregoing two sentences do not
      apply
      to statements in or omissions from any Issuer Free Writing Prospectus in
      reliance upon and in conformity with written information furnished to the
      Operating Partnership by the Underwriters specifically for use therein, it
      being
      understood and agreed that the only such information furnished by the
      Underwriters consists of the information described as such in the second
      paragraph of Section 8 hereof.

     

     

    
      
        
        

      

      
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    (h)  The
      Operating
      Partnership (including
      its agents and representatives, other than the Underwriters in their capacity
      as
      such) has not made, used, prepared, authorized, approved or referred to and
      will
      not prepare, make, use, authorize, approve or refer to any Issuer Free Writing
      Prospectus other than (i) any document not constituting a prospectus pursuant
      to
      Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities
      Act
      or (ii) the documents listed on Schedule IV
      hereto
      and other written communications approved in writing in advance by the
      Representatives. Each such Issuer Free Writing Prospectus complied in all
      material respects with the Securities Act, has been filed in accordance with
      the
      Securities Act (to the extent required thereby) and did not, and at the Closing
      Date will not, contain any untrue statement of a material fact or omit to state
      a material fact necessary in order to make the statements therein, in the light
      of the circumstances under which they were made, not misleading; provided
      that the
Operating
      Partnership makes
      no
      representation and warranty with respect to any statements or omissions made
      in
      each such Issuer Free Writing Prospectus in reliance upon and in conformity
      with
      information relating to any Underwriter furnished to the Operating
      Partnership in
      writing by such Underwriter through the Representative expressly for use in
      any
      Issuer Free Writing Prospectus.

     

    (i)  The
      Company has been duly organized and is validly existing as a corporation under
      and by virtue of the laws of the State of Maryland, and is in good standing
      with
      the State Department of Assessments and Taxation of Maryland. The Operating
      Partnership has been duly organized and is validly existing as a limited
      partnership in good standing under and by virtue of the Delaware Revised Uniform
      Limited Partnership Act. Each of First Industrial Financing Partnership, L.P.
      (the “Financing
      Partnership”),
      First
      Industrial Securities, L.P. (“Securities,
      L.P.”),
      First
      Industrial Mortgage Partnership, L.P. (the “Mortgage
      Partnership”),
      First
      Industrial Pennsylvania, L.P. (“FIP”),
      First
      Industrial Harrisburg, L.P. (“FIH”) and
      First Industrial Indianapolis, L.P. (“FII”) (the
      Financing Partnership, Securities, L.P., the Mortgage Partnership, FIH, FII
      and
      FIP are referred to collectively herein as the “Partnership
      Subsidiaries”) has
      been duly organized and is validly existing as a limited partnership in good
      standing under and by virtue of the laws of its jurisdiction of organization.
      Each of First Industrial Securities Corporation (“FISC”),
      First
      Industrial Indianapolis Corporation (“FIIC”),
      First
      Industrial Finance Corporation (“FIFC”),
      First
      Industrial Mortgage Corporation (“FIMC”),
      First
      Industrial Development Services, Inc. (“FIDSI”) and
      First Industrial Pennsylvania Corporation (“FIPC”),
      (FISC, FIIC, FIFC, FIMC, FIDSI and FIPC are referred to collectively herein
      as
      the “Corporate Subsidiaries”),
      FR
      First Cal, LLC, ("FR
      First Cal"),
      FR
      Bucks Property Holding, L.P. ("FR
      Bucks"),
      FR
      Lehigh Property Holding, L.P. ("FR
      Lehigh"),
      FR
      Aberdeen, LLC ("FR
      Aberdeen"),
      FR
      Lackawanna Property Holding, LP ("FR
      Lackawanna"),
      FR
      Park Plaza, LLC, ("FR
      Park"),
      First
      Industrial Acquisitions, Inc. ("FIAI"),
      First
      Industrial Harrisburg Corporation ("FIHC"),
      and
      FI Development Services Corporation ("FIDSC") (FR
      First Cal, FR Bucks, FR Lehigh, FR Aberdeen, FR Lackawanna, FR Park, FIAI,
      FIHC,
      and FIDSC are referred to collectively herein as the "Additional
      Subsidiaries,"
      and
      the Partnership Subsidiaries, the Corporate Subsidiaries and the Additional
      Subsidiaries are referred to herein collectively as the “Subsidiaries”
or
      individually as a “Subsidiary”),
      has
      been duly organized and is validly existing as a corporation in good standing
      under and by virtue of the laws of its jurisdiction of incorporation. Other
      than
      the Corporate Subsidiaries, the Partnership Subsidiaries and the Additional
      Subsidiaries, no entity in which the Company owns any equity securities
      constitute, individually or in the aggregate, is a “significant subsidiary”
under Rule 1-02 of Regulation S-X (substituting “net income” for “income from
      continuing operations”) promulgated under the Exchange Act. The Company is the
      sole general partner of the Operating Partnership. FIFC is a wholly-owned
      subsidiary of the Company and is the sole general partner of the Financing
      Partnership. FIMC is a wholly-owned subsidiary of the Company and is the sole
      general partner of the Mortgage Partnership. FISC is a wholly-owned subsidiary
      of the Company and is the sole general partner of Securities, L.P. The Operating
      Partnership and FISC are the only limited partners of Securities, L.P. FIPC
      is a


     


    
      
        
        

      

      
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    wholly-owned
      subsidiary of the Company and is the sole general partner of FIP. FIIC is a
      wholly-owned subsidiary of the Company and is the sole general partner of FII.
      FIHC is a wholly-owned subsidiary of the Company and is the sole general partner
      of FIH. FIDSI is a wholly-owned subsidiary of the Operating Partnership. The
      Operating Partnership is the sole limited partner of each Partnership Subsidiary
      (except for Securities, L.P.). The Operating Partnership, the Company and each
      of the Subsidiaries has, and at the Closing Date will have, full corporate,
      partnership or limited liability company power and authority, as the case may
      be, to conduct all the activities conducted by it, to own, lease or operate
      all
      the properties and other assets owned, leased or operated by it and to conduct
      its business in which it engages or proposes to engage as described in the
      Prospectus and the transactions contemplated hereby. The Company and each of
      the
      Corporate Subsidiaries is, and at the Closing Date will be, duly qualified
      or
      registered to do business and in good standing as a foreign corporation in
      all
      jurisdictions in which the nature of the activities conducted by it or the
      character of the properties and assets owned, leased or operated by it makes
      such qualification or registration necessary, except where failure to obtain
      such qualifications or registration will not have a material adverse effect
      on
      (i) the condition, financial or otherwise, or the earnings, assets or
      business affairs or prospects of the Operating Partnership, Company and their
      Subsidiaries, taken as a whole or on the 846 in service properties owned,
      directly or indirectly, by the Company as of September 30, 2005 (the
“Properties”) taken
      as a whole, (ii) the issuance, validity or enforceability of the Securities
      or (iii) the consummation of any of the transactions contemplated by this
      Agreement, the Indenture and the Securities (each a “Material
      Adverse Effect”).
      The
      Operating Partnership and each of the Partnership Subsidiaries is, and at the
      Closing Date will be, duly qualified or registered to do business and in good
      standing as a foreign limited partnership in all jurisdictions in which the
      nature of the activities conducted by it or the character of the assets owned,
      leased or operated by it makes such qualification or registration necessary,
      except where failure to obtain such qualification or registration will not
      have
      a Material Adverse Effect. Complete and correct copies of the charter documents,
      partnership agreements and other organizational documents of the Company and
      its
      Subsidiaries and all amendments thereto as have been requested by the
      Underwriters or their counsel have been delivered to the Underwriters or their
      counsel;

     

    (j)  The
      Securities have been duly authorized for issuance and sale in accordance with
      this Agreement by the Company, as general partner of the Operating Partnership,
      and, when issued by the Operating Partnership and authenticated and delivered
      by
      the Trustee in accordance with the terms of the Indenture, and paid for by
      the
      Underwriters pursuant to this Agreement; such Securities will be valid and
      legally binding unsecured obligations of the Operating Partnership entitled
      to
      the benefit of the Indenture and enforceable against the Operating Partnership
      in accordance with their respective terms, subject to (1) the effect of
      bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or
      other similar laws now or hereafter in effect relating to or affecting the
      rights and remedies of creditors and (2) the effect of general principles
      of equity, whether enforcement is considered in a proceeding in equity or at
      law, and the discretion of the court before which any proceeding therefor may
      be
      brought; the Indenture has been duly qualified under the TIA and prior to the
      issuance of the securities will be duly authorized, executed and delivered
      by
      the Operating Partnership and the Company, and assuming due authorization,
      execution and delivery thereof by the Trustee, will constitute a valid and
      legally binding obligation of the Operating Partnership, enforceable in
      accordance with its terms subject to (1) the effect of bankruptcy,
      insolvency, fraudulent conveyance, reorganization, moratorium or other similar
      laws now or hereafter in effect relating to or affecting the rights and remedies
      of creditors and (2) the effect of general principles of equity, whether
      enforcement is considered in a proceeding in equity or at law, and the
      discretion of the court before which any proceeding therefor may be brought;
      the
      Securities conform, and the Indenture conform, to the 

     


    
      
        
        

      

      
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    statements
      relating thereto contained in the Prospectus; and the Securities are in the
      form
      contemplated by the Indenture;

     

    (k)  The
      partnership agreement of the Operating Partnership is duly authorized, executed
      and delivered by the Company, as general partner and a limited partner and
      the
      partnership agreement of each Partnership Subsidiary is duly authorized, validly
      executed and delivered by each partner thereto and (assuming in the case of
      the
      Operating Partnership the due authorization, execution and delivery of the
      partnership agreement by each limited partner other than the Company) each
      such partnership agreement will be a valid, legally binding and enforceable
      in
      accordance with its terms immediately following the Closing Date subject to
      (i) the effect of bankruptcy, insolvency, fraudulent conveyance,
      reorganization, moratorium or other similar laws now or hereafter in effect
      relating to or affecting the rights and remedies of creditors and (ii) the
      effect of general principles of equity, whether enforcement is considered in
      a
      proceeding in equity or at law, and the discretion of the court before which
      any
      proceeding therefor may be brought. All of the issued and outstanding shares
      of
      capital stock of the Company and each Corporate Subsidiary, all of the
      outstanding units of general, limited and/or preferred partner interests of
      the
      Operating Partnership and each Partnership Subsidiary will have been duly
      authorized and are validly issued, fully paid and non-assessable; and (except
      as
      described in the Prospectus) will be owned directly or indirectly (except
      in the case of the Company) by the Operating Partnership or the Company, as
      the case may be, free and clear of all security interests, liens and
      encumbrances (except for pledges in connection with the loan agreements of
      the
      Operating Partnership, the Company and the Subsidiaries), and all of the
      partnership interests in each Partnership Subsidiary will have been duly
      authorized and are validly issued, fully paid, and (except as described in
      the
      Prospectus) will be owned directly or indirectly by the Operating
      Partnership or the Company, free and clear of all security interests, liens
      and
      encumbrances (except for pledges in connection with the loan agreements of
      the
      Operating Partnership, the Company and the Subsidiaries);

     

    (l)  The
      financial statements, supporting schedules and related notes included in, or
      incorporated by reference in, the Registration Statement, the Time of Sale
      Information and the Prospectus comply in all material respects with the
      requirements of the Securities Act and the Exchange Act, as applicable, and
      present fairly the consolidated financial condition of the entity or entities
      or
      group presented or included therein, as of the respective dates thereof, and
      its
      consolidated results of operations and cash flows for the respective periods
      covered thereby, are all in conformity with generally accepted accounting
      principles applied on a consistent basis throughout the entire period involved,
      except as otherwise disclosed in the Prospectus. The financial information
      and
      data included in the Registration Statement, the Time of Sale Information and
      the Prospectus present fairly the information included or incorporated by
      reference therein and have been prepared on a basis consistent, except as may
      be
      noted therein, with that of the financial statements, schedules and notes
      included or incorporated by reference in the Registration Statement, the Time
      of
      Sale Information and the Prospectus and the books and records of the respective
      entity or entities or group presented or included therein. Except as otherwise
      noted in the Registration Statement, the Time of Sale Information and the
      Prospectus, pro forma and/or as adjusted financial information included or
      incorporated by reference in the Registration Statement, the Time of Sale
      Information and the Prospectus has been prepared in accordance with the
      applicable requirements of the Securities Act and the American Institute of
      Certified Public Accountants (“AICPA”) guidelines
      with respect to pro forma and as adjusted financial information, and includes
      all adjustments necessary to present fairly the pro forma and/or as adjusted
      financial condition of the entity or entities or group presented or included
      therein at the respective dates indicated and the results of operations and
      cash
      flows for the respective periods specified. The Operating Partnership’s ratio of
      earnings to fixed charges 

     


    
      
        
        

      

      
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    included
      in the Prospectus and in Exhibit 12.1 to the current report on Form 8-K filed
      by
      the Operating Partnership on December 9, 2005 have been calculated in compliance
      with Item 503(d) of Regulation S-K of the Commission. No other financial
      statements (or schedules) of the Company, the Operating Partnership and the
      Partnership Subsidiaries or any predecessor of the Company and/or the Operating
      Partnership and the Partnership Subsidiaries are required by the Securities
      Act
      or the Exchange Act to be included in the Registration Statement, the Time
      of
      Sale Information and the Prospectus. PricewaterhouseCoopers LLP (the
“Accountants”) who
      have reported on such financial statements, schedules and related notes, are
      independent registered public accountants with respect to the Operating
      Partnership, the Company and the Partnership Subsidiaries with the applicable
      rules and regulations adopted by the Commission and the Public Accounting
      Oversight Board (United States) and as required by the Securities Act, and
      there
      have been no disagreements with any accountants or "reportable events" (as
      defined in Item 304 of Regulation S-K promulgated by the
      Commission) required to be disclosed in the Prospectus or elsewhere
      pursuant to such Item 304 which have not been so disclosed;

     

    (m)  Subsequent
      to the respective dates as of which information is given in the Registration
      Statement, the Time of Sale Information and the Prospectus and prior to the
      Closing Date, (i) there has not been and will not have been, except as set
      forth in or contemplated by the Registration Statement, the Time of Sale
      Information, the Prospectus and this Agreement, any change in the
      capitalization, long term or short term debt or in the capital stock or equity
      of each of the Operating Partnership, the Company or any of the Subsidiaries
      which would be material to the Operating Partnership, the Company and the
      Subsidiaries considered as one enterprise (anything which would be material
      to
      the Operating Partnership, the Company and the Subsidiaries, considered as
      one
      enterprise, being hereinafter referred to as “Material”),
      (ii) except as described in the Registration Statement, the Time of Sale
      Information or the Prospectus, neither the Operating Partnership, the Company
      nor any of the Subsidiaries has incurred nor will any of them incur any
      liabilities or obligations, direct or contingent, which would be Material,
      nor
      has any of them entered into nor will any of them enter into any transactions,
      other than pursuant to this Agreement and the transactions referred to herein
      or
      as contemplated in the Registration Statement, the Time of Sale Information,
      the
      Prospectus and this Agreement, which would be Material, (iii) there has not
      been any Material Adverse Effect, (iv) except for regular quarterly
      distributions on the Company’s shares of common stock, par value $0.01 per share
      (the “Common
      Stock”),
      and
      the dividends on, and any distributions on redemption of, the shares of the
      Company’s (a) Depositary Shares each representing 1/100 of a share of
      85/8%
      Series
      C Cumulative Preferred Stock (the “Series
      C Preferred Stock”),
      (b) Depositary Shares each representing 1/100 of a share of 6.236% Series F
      Flexible Cumulative Redeemable Preferred Stock (the “Series
      F Preferred Stock”),
      (c) Depositary Shares each representing 1/100 of a share of 7.236% Series G
      Flexible Cumulative Redeemable Preferred Stock (the “Series
      G Preferred Stock”) and
      (d) Depositary Shares each representing 1/10,000
      of a
      share of Series I Flexible Cumulative Redeemable Preferred Stock (the
      "Series
      I Preferred Stock"),
      the
      Company has not paid or declared and will not pay or declare any dividends
      or
      other distributions of any kind on any class of its capital stock, and
      (v) except for distributions in connection with regular quarterly
      distributions on partnership units, the Operating Partnership has not paid
      any
      distributions of any kind on its partnership units;

     

    (n)  None
      of
      the Operating Partnership, the Company or any of the Subsidiaries is, or as
      of
      the Closing Date will be, required to be registered under the Investment Company
      Act of 1940, as amended (the “1940
      Act”);

     

    (o)  To
      the
      knowledge of the Operating Partnership or the Company, after due inquiry, except
      as set forth in the Registration Statement, the Time of Sale Information and
      the


     


    
      
        
        

      

      
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    Prospectus,
      there are no actions, suits, proceedings, investigations or inquiries, pending
      or, after due inquiry, threatened against or affecting the Operating
      Partnership, the Company or any of the Subsidiaries or any of their respective
      officers or directors in their capacity as such or of which any of their
      respective properties or assets or any Property is the subject or bound, before
      or by any Federal or state court, commission, regulatory body, administrative
      agency or other governmental body, domestic or foreign, wherein an unfavorable
      ruling, decision or finding would reasonably be expected to have a Material
      Adverse Effect;

     

    (p)  The
      Operating Partnership, the Company and each of the Subsidiaries (i) has,
      and at the Closing Date will have, (A) all governmental licenses, permits,
      consents, orders, approvals and other authorizations necessary to carry on
      its
      business as contemplated in the Registration Statement, the Time of Sale
      Information or the Prospectus and are in material compliance with such, and
      (B) complied in all material respects with all laws, regulations and orders
      applicable to it or its business and (ii) are not, and at the Closing Date
      will not be, in breach of or default in the performance or observance of any
      obligation, agreement, covenant or condition contained in any indenture,
      mortgage, deed of trust, voting trust agreement, loan agreement, bond,
      debenture, note agreement, lease, contract, joint venture or partnership
      agreement or other agreement or instrument (collectively, a “Contract
      or Other Agreement”) or
      under any applicable law, rule, order, administrative regulation or
      administrative or court decree to which it is a party or by which any of its
      other assets or properties or by which the Properties are bound or affected,
      except where such default, breach or failure will not, either singly or in
      the
      aggregate, have a Material Adverse Effect. To the knowledge of the Operating
      Partnership, the Company and each of the Subsidiaries, after due inquiry, no
      other party under any Material contract or other agreement to which it is a
      party is in default thereunder, except where such default will not have a
      Material Adverse Effect. None of the Operating Partnership, the Company or
      any
      of the Subsidiaries is, nor at the Closing Date will any of them be, in
      violation of any provision of its articles of incorporation, by-laws,
      certificate of limited partnership, partnership agreement or other
      organizational document, as the case may be;

     

    (q)  No
      Material consent, approval, authorization or order of, or any filing or
      declaration with, any court or governmental agency or body or any other entity
      is required in connection with the offering, issuance or sale of the Securities
      hereunder except such as have been obtained under the Securities Act, the
      Exchange Act and the TIA and such as may be required under state securities,
      Blue Sky or real estate syndication laws or the by-laws, the corporate financing
      rule or the conflict of interests rule of the National Association of Securities
      Dealers, Inc. (the “NASD”) in
      connection with the purchase and distribution by the Underwriters of the
      Securities or such as have been received prior to the date of this Agreement,
      and except for the filing of this Agreement, the Supplemental Indenture and
      the
      form of Securities with the Commission as exhibits to a Form 8-K, which the
      Operating Partnership and the Company agree to make in a timely
      manner;

     

    (r)  The
      Operating Partnership and the Company had or have full corporate or partnership
      power, as the case may be, to enter into each of this Agreement, the Indenture
      and the Securities. This Agreement, the Indenture and the Securities have been
      duly and validly authorized, executed and delivered by the Operating Partnership
      and the Company, constitutes a valid and binding agreement of the Operating
      Partnership and the Company, and assuming due authorization, execution and
      delivery by the Underwriters, is enforceable against the Operating Partnership
      in accordance with the terms hereof and thereof subject to (i) the effect
      of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
      or
      other similar laws now or hereafter in effect relating to or affecting the
      rights and remedies of creditors and (ii) the effect of general principles
      of equity, whether enforcement is considered in a proceeding in equity or at
      

     


    
      
        
        

      

      
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    law,
      and
      the discretion of the court before which any proceeding therefor may be brought.
      The execution, delivery and performance of this Agreement, the Indenture and
      the
      Securities and the consummation of the transactions contemplated hereby, and
      compliance by each of the Operating Partnership, the Company and the
      Subsidiaries with its obligations hereunder to the extent each is a party
      thereto, will not result in the creation or imposition of any lien, charge
      or
      encumbrance upon any of the assets or properties of the Operating Partnership,
      the Company or any of the Subsidiaries pursuant to the terms or provisions
      of,
      or result in a breach or violation of any of the terms or provisions of, or
      constitute a default under, or give any other party a right to terminate any
      of
      its obligations under, or result in the acceleration of any obligation under,
      (a) the certificate of incorporation, by-laws, certificate of limited
      partnership, partnership agreement or other organizational documents of the
      Operating Partnership, the Company or any of the Subsidiaries, (b) any Contract
      or Other Agreement to which the Operating Partnership, the Company or any of
      the
      Subsidiaries is a party or by which the Operating Partnership, the Company
      or
      any of the Subsidiaries or any of their assets or properties are bound or
      affected, or violate or conflict with (c) any judgment, ruling, decree, order,
      statute, rule or regulation of any court or other governmental agency (foreign
      or domestic) or body applicable to the business or properties of the
      Operating Partnership, the Company or any of the Subsidiaries or to the
      Properties, in each case (other than with respect to subclause (a) of this
      sentence as it applies to the Operating Partnership, the Company and their
      significant subsidiaries (as defined in Section 4(h)) except for liens, charges,
      encumbrances, breaches, violations, defaults, rights to terminate or accelerate
      obligations, or conflicts, the imposition or occurrence of which would not
      have
      a Material Adverse Effect;

     

    (s)  As
      of the
      Closing Date, the Operating Partnership, the Company and each of the
      Subsidiaries will have good and marketable title to all properties and assets
      described in the Registration Statement, the Time of Sale Information and the
      Prospectus as owned by it, free and clear of all liens, encumbrances, claims,
      security interests and defects, except such as are described in the Registration
      Statement, the Time of Sale Information and the Prospectus, or such as secure
      the loan facilities of the Operating Partnership, the Company and the
      Subsidiaries, or would not result in a Material Adverse Effect;

     

    (t)  This
      Agreement has been duly authorized by the Operating Partnership and, at the
      Closing Date, will have been duly executed and delivered by the Operating
      Partnership, and, assuming due authorization, execution and delivery of this
      Agreement by the other respective parties thereto, this Agreement will, at
      the
      Closing Date, constitute a valid and binding obligation of the Operating
      Partnership, enforceable against the Operating Partnership in accordance with
      their respective terms (except to the extent that enforcement thereof may be
      limited by (i) the effect of bankruptcy, insolvency, fraudulent conveyance,
      reorganization, moratorium or other similar laws now or hereafter in effect
      relating to or affecting the rights and remedies of creditors and (ii) the
      effect of general principles of equity, whether enforcement is considered in
      a
      proceeding in equity or at law, and the discretion of the court before which
      any
      proceeding therefor may be brought);

     

    (u)  The
      Operating Partnership is subject to the reporting requirements of either
      Section 13 or Section 15(d) of the Securities Exchange Act of
      1934 and files reports with the Commission on EDGAR.

     

    (v)  To
      the
      knowledge of the Operating Partnership and the Company: (i) no lessee of
      any portion of the Properties is in default under any of the leases governing
      such Properties and there is no event which, but for the passage of time or
      the
      giving of notice, or both, would constitute a default under any of such leases,
      except in each case such defaults that would not 

     


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    have
      a
      Material Adverse Effect; (ii) the current use and occupancy of each of the
      Properties complies in all material respects with all applicable codes and
      zoning laws and regulations, except for such failures to comply which would
      not
      individually or in the aggregate have a Material Adverse Effect; and
      (iii) there is no pending or threatened condemnation, zoning change,
      environmental or other proceeding or action that will in any material respect
      affect the size of, use of, improvements on, construction on, or access to
      the
      Properties except such proceedings or actions that would not have a Material
      Adverse Effect;

     

    (w)  The
      Operating Partnership, the Company and the Partnership Subsidiaries have
      property, title, casualty and liability insurance in favor of the Operating
      Partnership, the Company or the Partnership Subsidiaries with respect to each
      of
      the Properties, in an amount and on such terms as is reasonable and customary
      for businesses of the type conducted by the Operating Partnership, the Company
      and the Partnership Subsidiaries except in such instances where the tenant
      is
      carrying such insurance or the tenant is self-insuring such risks;

     

    (x)  Except
      as
      disclosed in the Registration Statement, the Time of Sale Information and the
      Prospectus, and, except for activities, conditions, circumstances or matters
      that would not have a Material Adverse Effect; (i) to the knowledge of the
      Operating Partnership, the Company and the Subsidiaries, after due inquiry,
      the
      operations of the Operating Partnership, the Company and the Subsidiaries are
      in
      compliance with all Environmental Laws (as defined below) and all
      requirements of applicable permits, licenses, approvals and other authorizations
      issued pursuant to Environmental Laws; (ii) to the knowledge of the
      Operating Partnership, the Company and the Subsidiaries, after due inquiry,
      none
      of the Operating Partnership, the Company or the Subsidiaries has caused or
      suffered to occur any Release (as defined below) of any Hazardous Substance
      (as defined below) into the Environment (as defined below) on, in,
      under or from any Property, and no condition exists on, in, under or adjacent
      to
      any Property that could reasonably be expected to result in the incurrence
      of
      liabilities under, or any violations of, any Environmental Law or give rise
      to
      the imposition of any Lien (as defined below), under any Environmental Law;
      (iii) none of the Operating Partnership, the Company or the Subsidiaries
      has received any written notice of a claim under or pursuant to any
      Environmental Law or under common law pertaining to Hazardous Substances on,
      in,
      under or originating from any Property; (iv) none of the Operating
      Partnership, the Company or the Subsidiaries has actual knowledge of, or
      received any written notice from any Governmental Authority (as defined
      below) claiming, any violation of any Environmental Law or a determination
      to undertake and/or request the investigation, remediation, clean-up or removal
      of any Hazardous Substance released into the Environment on, in, under or from
      any Property; and (v) no Property is included or, to the knowledge of the
      Operating Partnership, the Company or the Subsidiaries, after due inquiry,
      proposed for inclusion on the National Priorities List issued pursuant to CERCLA
      (as defined below) by the United States Environmental Protection Agency
      (the “EPA”),
      or
      included on the Comprehensive Environmental Response, Compensation, and
      Liability Information System database maintained by the EPA, and none of the
      Operating Partnership, the Company or the Subsidiaries has actual knowledge
      that
      any Property has otherwise been identified in a published writing by the EPA
      as
      a potential CERCLA removal, remedial or response site or, to the knowledge
      of
      the Company and its Subsidiaries, is included on any similar list of potentially
      contaminated sites pursuant to any other Environmental Law;

     

    As
      used
      herein, “Hazardous
      Substance”
shall
      include any hazardous substance, hazardous waste, toxic substance, pollutant
      or
      hazardous material, including, without limitation, oil, petroleum or any
      petroleum-derived substance or waste, asbestos or asbestos-containing materials,
      PCB’s, pesticides, explosives, radioactive materials, dioxins, urea formaldehyde
      insulation or any constituent of any such substance, pollutant or waste which
      is
      subject to 

     


    
      
        
        

      

      
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    regulation
      under any Environmental Law (including, without limitation, materials listed
      in
      the United States Department of Transportation Optional Hazardous Material
      Table, 49 C.F.R. § 172.101, or in the EPA’s List of Hazardous Substances and
      Reportable Quantities, 40 C.F.R. Part 302); “Environment”
shall
      mean any surface water, drinking water, ground water, land surface, subsurface
      strata, river sediment, buildings, structures, and ambient, workplace and indoor
      and outdoor air; “Environmental
      Law”
shall
      mean the Comprehensive Environmental Response, Compensation and Liability Act
      of
      1980, as amended (42 U.S.C. § 9601 et seq.) (“CERCLA”),
      the
      Resource Conservation and Recovery Act of 1976, as amended (42 U.S.C. § 6901, et
      seq.), the Clean Air Act, as amended (42 U.S.C. § 7401, et seq.), the Clean
      Water Act, as amended (33 U.S.C. § 1251, et seq.), the Toxic Substances Control
      Act, as amended (15 U.S.C. § 2601, et seq.), the Occupational Safety and Health
      Act of 1970, as amended (29 U.S.C. § 651, et seq.), the Hazardous Materials
      Transportation Act, as amended (49 U.S.C. § 1801, et seq.), and all other
      federal, state and local laws, ordinances, regulations, rules and orders
      relating to the protection of the environment or of human health from
      environmental effects; “Governmental
      Authority”
shall
      mean any federal, state or local governmental office, agency or authority having
      the duty or authority to promulgate, implement or enforce any Environmental
      Law;
“Lien”
shall
      mean, with respect to any Property, any mortgage, deed of trust, pledge,
      security interest, lien, encumbrance, penalty, fine, charge, assessment,
      judgment or other liability in, on or affecting such Property; and “Release”
shall
      mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging,
      injecting, escaping, leaching, dumping, emanating or disposing of any Hazardous
      Substance into the Environment, including, without limitation, the abandonment
      or discard of barrels, containers, tanks (including, without limitation,
      underground storage tanks) or other receptacles containing or previously
      containing and containing a residue of any Hazardous Substance;

     

    None
      of
      the environmental consultants which prepared environmental and asbestos
      inspection reports with respect to any of the Properties was employed for such
      purpose on a contingent basis or has any substantial interest in the Operating
      Partnership, the Company or any of the Subsidiaries, and none of them nor any
      of
      their directors, officers or employees is connected with the Operating
      Partnership, the Company or any of the Subsidiaries as a promoter, selling
      agent, voting trustee, director, officer or employee;

     

    (y)  The
      Operating Partnership, the Company and the Subsidiaries are organized and
      operate in a manner so that the Company qualifies as a real estate investment
      trust (“REIT”) under
      Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the
      “Code”),
      and
      the Company has elected to be taxed as a REIT under the Code commencing with
      the
      taxable year ended December 31, 1994. The Operating Partnership, the Company
      and
      the Subsidiaries intend to continue to be organized and operate so that the
      Company shall qualify as a REIT for the foreseeable future, unless the Company’s
      board of directors determines that it is no longer in the best interests of
      the
      Company to be so qualified;

     

    (z)  There
      is
      no material document or contract of a character required to be described or
      referred to in the Registration Statement, the Time of Sale Information or
      the
      Prospectus or to be filed as an exhibit to the Registration Statement which
      is
      not described or filed as required therein, except for the filing of this
      Agreement, the Indenture and the form of Securities with the Commission as
      exhibits to a Form 8-K, which the Company agrees to make in a timely manner,
      and
      the descriptions thereof or references thereto are accurate in all material
      respects;

     

    (aa)  None
      of
      the Operating Partnership, the Company or any of the Subsidiaries is involved
      in
      any labor dispute nor, to the knowledge of the Operating Partnership, the
      Company or the Subsidiaries, after due inquiry, is any such dispute threatened
      which would be Material;

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    (bb)  The
      Operating Partnership, the Company and the Subsidiaries own, or are licensed
      or
      otherwise have the full exclusive right to use, all material trademarks and
      trade names which are used in or necessary for the conduct of their respective
      businesses as described in the Prospectus. To the knowledge of the Operating
      Partnership or the Company, no claims have been asserted by any person to the
      use of any such trademarks or trade names or challenging or questioning the
      validity or effectiveness of any such trademark or trade name. The use, in
      connection with the business and operations of the Operating Partnership, the
      Company and the Subsidiaries, of such trademarks and trade names does not,
      to
      the Company’s or the Operating Partnership’s knowledge, infringe on the rights
      of any person;

     

    (cc)  Each
      of
      the Operating Partnership, the Company and the Subsidiaries has filed all
      federal, state, local and foreign income tax returns which have been required
      to
      be filed (except in any case in which the failure to so file would not result
      in
      a Material Adverse Effect) and has paid all taxes required to be paid and
      any other assessment, fine or penalty levied against it, to the extent that
      any
      of the foregoing would otherwise be delinquent, except, in all cases, for any
      such tax, assessment, fine or penalty that is being contested in good faith
      and
      except in any case in which the failure to so pay would not result in a Material
      Adverse Effect;

     

    (dd)  The
      Operating Partnership and each of the Partnership Subsidiaries is properly
      treated as a partnership for U.S. federal income tax purposes and not as a
      “publicly traded partnership”;

     

    (ee)  No
      relationship, direct or indirect, exists between or among the Operating
      Partnership, the Company or the Subsidiaries on the one hand, and the directors,
      officers, stockholders, customers or suppliers of the Operating Partnership,
      the
      Company or the Subsidiaries on the other hand, which is required by the
      Securities Act to be described in the Registration Statement and the Prospectus
      which is not so described in such documents and in the Time of Sale
      Information;

     

    (ff)  The
      Company and the Operating Partnership have not taken and will not take, directly
      or indirectly, any action designed to, or that might be reasonably expected
      to,
      cause or result in stabilization or manipulation of the price of the Securities,
      and the Company and the Operating Partnership have not distributed and have
      agreed not to distribute any prospectus or other offering material in connection
      with the offering and sale of the Securities other than the Prospectus, any
      preliminary prospectus filed with the Commission or other material permitted
      by
      the Securities Act (which were disclosed to you and your counsel);

     

    (gg)  The
      Operating Partnership maintains a system of internal accounting controls
      sufficient to provide reasonable assurances that (i) transactions are
      executed in accordance with management’s general or specific authorization;
      (ii) transactions are recorded as necessary to permit preparation of
      financial statements in conformity with generally accepted accounting principles
      and to maintain accountability for assets; (iii) access to assets,
      financial and corporate books and records is permitted only in accordance with
      management’s general or specific authorization; and (iv) the recorded
      accountability for assets is compared with existing assets at reasonable
      intervals and appropriate action is taken with respect to any
      differences;

     

    (hh)  Any
      certificate or other document signed by any officer or authorized representative
      of the Operating Partnership, the Company or any Subsidiary, and delivered
      to
      the Underwriters or to counsel for the Underwriters in connection with the
      sale
      of the Securities shall be deemed a representation and warranty by such entity
      or person, as the case may be, to each Underwriter as to the matters covered
      thereby;

     

     

    
      
        
        

      

      
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    (ii)  The
      Securities have an investment grade rating from one or more nationally
      recognized statistical rating organizations as specified in Schedule II
      hereto;


     

    (jj)  Except
      for contracts, agreements or understandings entered into in connection with
      the
      transfer of properties or other assets to the Operating Partnership, there
      are
      no contracts, agreements or understandings between the Company and any person
      granting such person the right to require the Company to include any Common
      Stock of the Company owned or to be owned by such person in the offering
      contemplated by this Agreement.

     

    (kk)  The
      Securities resold pursuant to this Agreement and the Indenture shall be in
      the
      respective forms previously delivered to the Underwriters; and

     

    (ll)  The
      Registration Statement has been declared effective by the Commission under
      the
      Securities Act; no stop order suspending the effectiveness of the Registration
      Statement or any part thereof has been issued and no proceeding for that purpose
      has been instituted, or to the knowledge of the Company or the Operating
      Partnership, threatened by the Commission or by the state securities authority
      of any jurisdiction. No order preventing or suspending the use of the Prospectus
      or any preliminary prospectus has been issued and no proceeding for that purpose
      has been instituted or, to the knowledge of the Company, threatened by the
      Commission or by the state securities authority of any
      jurisdiction.

     

    (mm)  The
      Operating Partnership has established and maintains disclosure controls and
      procedures (as such term is defined in Rule 13a-15 under the Exchange Act),
      which (i) are designed to ensure that material information relating to the
      Operating Partnership, including its consolidated subsidiaries, is made known
      to
      each of the Operating Partnership 's principal executive officer and principal
      financial officer by others within those entities, particularly during the
      period which the Operating Partnership’s quarterly report on Form 10-Q for the
      quarter ended September 30, 2005 was prepared; (ii) have been evaluated for
      effectiveness as of the date of the filing of the Prospectus Supplement with
      the
      Commission; and (iii) are effective in all material respects to perform the
      functions for which they were established, except where a failure to be so
      effective will not have a Material Adverse Effect. 

     

    (nn)  Based
      on
      its evaluation of its internal controls over financial reporting at December
      31,
      2004, the Operating Partnership, the Company and their subsidiaries are not
      aware of (i) any significant deficiency or material weakness in the design
      or operation of internal control over financial reporting which are reasonably
      likely to adversely affect the Operating Partnership’s ability to record,
      process, summarize and report financial information; or (ii) any fraud,
      whether or not material, that involves management or other employees who have
      a
      significant role in the Operating Partnership’s internal control over financial
      reporting. Since the date of the most recent evaluation of such disclosure
      controls and procedures, there have been no changes in internal controls over
      financial reporting of the Operating Partnership, the Company or their
      subsidiaries or in other factors that has materially affected, or is reasonably
      likely to materially affect, the Operating Partnership, the Company or their
      subsidiaries’ internal control over financial reporting.

     

    (oo)  There
      is
      and has been no failure on the part of the Operating Partnership or any of
      the
      Operating Partnership’s directors or officers, in their capacities as such, to
      comply with any provision of the Sarbanes-Oxley Act of 2002 and the rules and
      regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”),
      including Section 402 related to loans and Sections 302 and 906 related to
      certifications.

     

     

    
      
        
        

      

      
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    (pp)  The
      Company is not an ineligible issuer as defined under the Securities Act, in
      each
      case at the times specified in the Securities Act in connection with the
      offering of the Securities. 

     

    5.  Each
      of
      the Company and the Operating Partnership severally covenants and agrees with
      the Underwriters as follows:

     

    (a)  In
      respect of the offering of the Securities, the Operating Partnership will
      (i) prepare a Prospectus Supplement setting forth the aggregate principal
      amount of Securities covered thereby and their terms not otherwise specified
      in
      the Base Prospectus pursuant to which the Securities are being issued, the
      names
      of the Underwriters participating in the offering and the aggregate principal
      amount of Securities which each severally has agreed to purchase, the price
      at
      which the Securities are to be purchased by the Underwriters from the Operating
      Partnership, the initial public offering price, the selling concession and
      reallowance, if any, and such other information as the Underwriters and the
      Operating Partnership deem appropriate in connection with the offering of the
      Securities, (ii) file the Statutory Prospectus in a form approved by you
      pursuant to Rule 424 under the Securities Act within the applicable time period
      prescribed by such rule for such filing, (iii) file any Issuer Free Writing
      Prospectus to the extent required by Rule 433 under the Securities Act; and
      will
      file promptly all reports and any definitive proxy or information statements
      required to be filed by the Operating Partnership with the Commission pursuant
      to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
      date
      of the Prospectus and for so long as the delivery of a prospectus is required
      in
      connection with the offering or sale of the Securities; and (iv) furnish
      copies of the Statutory Prospectus to the Underwriters and to such dealers
      as
      you shall specify in New York City prior to 10:00 A.M., New York City time
      as
      soon as practicable after the date of this Agreement in such quantities as
      you
      may reasonably request. The Operating Partnership has complied and will comply
      with Rule 433.

     

    (b)  The
      Operating Partnership will comply with the Securities Act and the Exchange
      Act
      so as to permit the completion of the distribution of the Securities as
      contemplated in this Agreement and in the Registration Statement and the
      Prospectus. At any time when the Prospectus is (or but for the exemption in
      Rule
      172 would be) required to be delivered under the Securities Act or the Exchange
      Act in connection with sales of Securities, the Operating Partnership will
      advise you promptly and, if requested by you, confirm such advice in writing,
      of
      (i) the effectiveness of any amendment to the Registration Statement
      (ii) the transmittal to the Commission for filing of any Prospectus or
      other supplement or amendment to the Prospectus to be filed pursuant to the
      Securities Act, (iii) the receipt of any comments from the Commission
      relating to the Registration Statement, any preliminary prospectus, the
      Prospectus or any of the transactions contemplated by this Agreement,
      (iv) any request by the Commission for post-effective amendments to the
      Registration Statement or amendments or supplements to the Prospectus or for
      additional information, (v) the issuance by the Commission of any stop
      order suspending the effectiveness of the Registration Statement or of the
      suspension of qualification of the Securities for offering or sale in any
      jurisdiction, or the initiation of any proceeding for such purposes, and
      (vi) the happening of any event which makes any statement of a material
      fact made in the Registration Statement, the Prospectus or the Time of Sale
      Information untrue or which requires the making of any additions to or changes
      in the Registration Statement, the Prospectus or the Time of Sale Information
      in
      order to make the statements therein not misleading. The Operating Partnership
      will make every reasonable effort to prevent the issuance of any stop order
      and,
      if at any time the Commission shall issue any stop order suspending the
      effectiveness of the Registration Statement, the Operating Partnership will
      make
      every reasonable effort to obtain the withdrawal or lifting of such order at
      the
      earliest possible time;

     

     

    
      
        
        

      

      
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    (c)  The
      Operating Partnership will furnish to you, without charge, such number of
      conformed copies of the Registration Statement as first filed with the
      Commission and of each amendment to it, including all exhibits and documents
      incorporated by reference, as you may reasonably request. If applicable, the
      copies of the Registration Statement and each amendment thereto furnished to
      the
      Underwriters will be identical to the electronically transmitted copies thereof
      filed with the Commission pursuant to the Commission’s Electronic Data Gathering
      and Retrieval System (“EDGAR”), except to the extent permitted by Regulation
      S-T;

     

    (d)  At
      any
      time when the Prospectus is (or but for the exemption in Rule 172 would be)
      required to be delivered under the Securities Act or the Exchange Act in
      connection with sales of Securities, not to prepare, use, authorize, approve,
      refer to or file any Issuer Free Writing Prospectus, or file any amendment
      to
      the Registration Statement or any Rule 462(b) Registration Statement or to
      make any amendment or supplement to the Prospectus or any Term Sheet, if
      applicable, of which you shall not previously have been advised or to which
      you
      or counsel for the Underwriters shall reasonably object; and to prepare and
      file
      with the Commission, promptly upon your reasonable request, any amendment to
      the
      Registration Statement, Rule 462(b) Registration Statement, Term Sheet, or
      amendment or supplement to the Prospectus which, in the opinion of counsel
      for
      the Underwriters, may be necessary in connection with the distribution of the
      Securities by you, and to use its reasonable best efforts to cause the same
      to
      become promptly effective. If applicable, the Prospectus and any amendments
      or
      supplements thereto furnished to the Underwriters will be identical to the
      electronically transmitted copies thereof filed with the Commission pursuant
      to
      EDGAR, except to the extent permitted by Regulation S-T;

     

    (e)  (i)
      If,
      at any time when the Prospectus is (or but for the exemption in Rule 172 would
      be) required to be delivered under the Securities Act or the Exchange Act in
      connection with sales of Securities, any event shall occur as a result of which,
      in the opinion of counsel for the Underwriters, it becomes necessary to amend
      or
      supplement the Prospectus in order to make the statements therein, in the light
      of the circumstances existing when the Prospectus is delivered to a purchaser,
      not misleading, or if it is necessary to amend or supplement the Prospectus
      to
      comply with any law, the Operating Partnership will forthwith prepare and file
      with the Commission an appropriate amendment or supplement to the Prospectus
      (in
      form and substance reasonably satisfactory to counsel for the
      Underwriters) so that the statements in the Prospectus, as so amended or
      supplemented, will not contain an untrue statement of a material fact or omit
      to
      state a material fact necessary in order to make the statements therein, in
      the
      light of the circumstances existing when it is so delivered, not misleading,
      or
      so that the Prospectus will comply with any law, and furnish to each Underwriter
      and to such dealers as you shall specify, such number of copies thereof as
      such
      Underwriter or dealers may reasonably request and (ii) if at any time prior
      to
      the Closing Date (1) any event shall occur or condition shall exist as a
      result of which the Time of Sale Information as then amended or supplemented
      would include any untrue statement of a material fact or omit to state any
      material fact necessary in order to make the statements therein, in the light
      of
      the circumstances, not misleading or (2) it is necessary to amend or
      supplement the Time of Sale Information to comply with law, the Operating
      Partnership will immediately notify the Underwriters thereof and forthwith
      prepare and, subject to paragraph (c) above, file with the Commission (to
      the extent required) and furnish to the Underwriters and to such dealers as
      the Representative may designate, such amendments or supplements to the Time
      of
      Sale Information as may be necessary so that the statements in the Time of
      Sale
      Information as so amended or supplemented will not, in the light of the
      circumstances, be misleading or so that the Time of Sale Information will comply
      with law;

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (f)  The
      Operating Partnership will use its reasonable best efforts, in cooperation
      with
      the Underwriters, to qualify, register or perfect exemptions for the Securities
      for offer and sale by the several Underwriters to qualified institutions under
      the applicable state securities, Blue Sky and real estate syndication laws
      of
      such jurisdictions as you may reasonably request; provided,
      however,
      the
      Operating Partnership will not be required to qualify as a foreign limited
      partnership, file a general consent to service of process in any such
      jurisdiction, subject itself to taxation in respect of doing business in any
      jurisdiction in which it is not otherwise so subject, or provide any undertaking
      or make any change in its partnership agreement that the general partner of
      the
      Operating Partnership reasonably determines to be contrary to the best interests
      of the Operating Partnership and its unitholders. In each jurisdiction in which
      the Securities have been so qualified or registered, the Operating Partnership
      will use all reasonable efforts to file such statements and reports as may
      be
      required by the laws of such jurisdiction, to continue such qualification or
      registration in effect for so long a period as the Underwriters may reasonably
      request for the distribution of the Securities and to file such consents to
      service of process or other documents as may be necessary in order to effect
      such qualification or registration; provided,
      however,
      the
      Operating Partnership will not be required to qualify as a foreign limited
      partnership, file a general consent to service of process in any such
      jurisdiction, subject itself to taxation in respect of doing business in any
      jurisdiction in which it is not otherwise so subject, or provide any undertaking
      or make any change in its partnership agreement that the general partner of
      the
      Operating Partnership reasonably determines to be contrary to the best interests
      of the Operating Partnership and its unitholders;

     

    (g)  To
      make
      generally available to the holders of the Securities as soon as reasonably
      practicable but not later than sixty days after the close of the period covered
      thereby (90 days in the event the close of such period is the close of the
      Operating Partnership’s fiscal year), an earning statement (in form complying
      with the provisions of Rule 158 of the Securities Act) covering a period of
      at least twelve months after the effective date of the Registration Statement
      (but in no event commencing later than 90 days after such date) which shall
      satisfy the provisions of Section 11(a) of the Securities Act, and, if
      required by Rule 158 of the Securities Act, to file such statement as an exhibit
      to the next periodic report required to be filed by the Operating Partnership
      under the Exchange Act covering the period when such earnings statement is
      released;

     

    (h)  During
      the period when the Prospectus is (or but for the exemption in Rule 172 would
      be) required to be delivered under the Securities Act or the Exchange Act in
      connection with sales of the Securities, to file all documents required to
      be
      filed by it with the Commission pursuant to Section 13, 14 or 15 of the Exchange
      Act within the time periods required by the Exchange Act;

     

    (i)  The
      Operating Partnership will pay all costs, expenses, fees and taxes incident
      to
      (i) the preparation, printing, filing and distribution under the Securities
      Act of the Registration Statement and any amendment thereto (including financial
      statements and exhibits), the Prospectus and all amendments and supplements
      to
      any of them and for expenses incurred for preparing, printing and distributing
      any Issuer Free Writing Prospectuses to investors or prospective investors
      prior
      to or during the period specified in Section 5(e), (ii) the printing and
      delivery of this Underwriting Agreement, the Indenture, any Supplemental
      Indentures and any Blue Sky Memorandum, (iii) the qualification or
      registration of the Securities for offer and sale under certain limited
      securities, Blue Sky or real estate syndication laws of certain states in
      accordance with Section 5(f) hereof, (iv) the fee of and the filings
      and clearance, if any, with the NASD in connection with the offering,
      (v) the fees charged by nationally recognized statistical rating
      organizations for the rating of the Securities, (vi) furnishing such copies
      of the Registration 

     


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    Statement,
      the preliminary prospectus, the Prospectus, the Time of Sale Information and
      all
      amendments and supplements thereto as may be requested for use in connection
      with the offering or sale of the Securities by the Underwriters or by dealers
      to
      whom Securities may be sold, (vii) the preparation, issuance and delivery
      of certificates for the Securities to the Underwriters, (viii) the costs
      and charges of any transfer agent or registrar, (ix) the costs and expenses
      of the Trustee under the Indenture, (x) any expenses incurred by the
      Operating Partnership in connection with a “road show” presentation to potential
      investors, (xi) any transfer taxes imposed on the sale by the Operating
      Partnership of the Securities to the Underwriters and (xii) the fees and
      disbursements of the Operating Partnership’s counsel and
      accountants;

     

    (j)  The
      Operating Partnership will use its best efforts to do and perform all things
      required to be done and performed under this Agreement by the Operating
      Partnership prior to the Closing Date and to satisfy all conditions precedent
      to
      the delivery of the Securities;

     

    (k)  The
      Operating Partnership will use the net proceeds received by it from the sale
      of
      the Securities in the manner specified in Registration Statement, the Time
      of
      Sale Information and the Prospectus Supplement under “Use of
      Proceeds”;

     

    (l)  The
      Operating Partnership will prepare and file or transmit for filing with the
      Commission in accordance with Rule 424(b) of the Securities Act copies of
      the Prospectus;

     

    (m)  The
      Company will use its best efforts to continue to qualify as a REIT under
      Sections 856 through 860 of the Code unless the Company’s board of directors
      determines that it is no longer in the best interests of the Company to be
      so
      qualified;

     

    (n)  The
      Operating Partnership will use its best efforts to take all reasonable action
      necessary to enable Standard & Poor’s Corporation (“S&P”) and
      Moody’s Investors Service, Inc (“Moody’s”) or
      any other nationally recognized rating organization to provide their respective
      credit ratings of the Securities, as specified in Schedule II
      hereto;

     

    (o)  The
      Operating Partnership will cooperate with the Representatives and use
      commercially reasonable efforts to permit the Securities to be eligible for
      clearance and settlement through the facilities of DTC; and

     

    (p)  The
      Operating Partnership and the Company will execute a supplemental indenture
      to
      the Original Indenture designating each series of debt securities to be offered
      and its related terms and provisions in accordance with the provisions of the
      Indenture.

     

    (q)  The
      Company will not, at any time, directly or indirectly, take any action intended,
      or which might reasonably be expected to cause or result in, or which will
      constitute stabilization of the price of the Securities to facilitate the sale
      or resale of any Securities in violation of the Securities Act.

     

    (r)  The
      Company will, pursuant to reasonable procedures developed in good faith, retain
      copies of each Issuer Free Writing Prospectus that is not filed with the
      Commission in accordance with Rule 433 under the Securities Act.

     

    6.  Each
      Underwriter hereby represents and agrees that:

     

    (a)  It
      has
      not and will not use, authorize use of, refer to, or participate in the planning
      for use of, any “free writing prospectus,” as defined in Rule 405 under the
      Securities Act (which 

     


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    term
      includes use of any written information furnished to the Commission by the
      Operating Partnership and not incorporated by reference into the Registration
      Statement and any press release issued by the Operating Partnership) other
      than
      (i) a free writing prospectus that contains no “issuer information” (as defined
      in Rule 433(h)(2) under the Securities Act) that was not included (including
      through incorporation by reference) in the Preliminary Prospectus or a
      previously filed Issuer Free Writing Prospectus, (ii) any Issuer Free Writing
      Prospectus listed on Schedule IV
      or
      prepared pursuant to Section 5(d) or (e) above, or (iii) any free writing
      prospectus prepared by such Underwriter and approved by the Company in advance
      in writing (each such free writing prospectus referred to in clauses (i) or
      (iii), an “Underwriter
      Free Writing Prospectus”).

     

    (b)  It
      has
      not and will not distribute any Underwriter Free Writing Prospectus referred
      to
      in clause (a)(i) in a manner reasonably designed to lead to its broad
      unrestricted dissemination. 

     

    (c)  It
      has
      not and will not, without the prior written consent of the Operating
      Partnership, use any free writing prospectus that contains the final terms
      of
      the Securities unless such terms have previously been included in a free writing
      prospectus filed with the Commission; provided that the underwriters may use
      a
      term sheet substantially in the form of Schedule V hereto without the consent
      of
      the Company or the Operating Partnership; provided, further, that any
      Underwriter using such term sheet shall notify the Company or the Operating
      Partnership, and provide a copy of such term sheet, prior to, or concurrently
      with, the first use of such term sheet.

     

    (d)  It
      will,
      pursuant to reasonable procedures developed in good faith, retain copies of
      each
      free writing prospectus used or referred to by it, in accordance with Rule
      433
      under the Securities Act.

     

    (e)  It
      is not
      subject to any pending proceeding under Section 8A of the Securities Act with
      respect to the offering of the Securities (and will promptly notify the
      Operating Partnership if any such proceeding against it is initiated during
      the
      such period of time that a prospectus relating to the Securities is required
      by
      law to be delivered (or required to be delivered but for Rule 172 under the
      Securities Act) in connection with sales of the Securities by any Underwriter
      or
      dealer.

     

    7.  The
      several obligations of the Underwriters hereunder shall be subject to the
      performance by the Company and the Operating Partnership of their respective
      obligations hereunder and to satisfaction of each of the following
      conditions:

     

    (a)  the
      Registration Statement, including any Rule 462(b) Registration Statement,
      has become effective under the Securities Act; the Statutory Prospectus and
      each
      Free Writing Prospectus shall have been filed with the Commission pursuant
      to
      Rule 424(b) (in the case of the Free Writing Prospectus, to the extent
      required under Rule 433 of the Securities Act) within the applicable time period
      prescribed for such filing by such Rule; no stop order suspending the
      effectiveness of the Registration Statement or the Statutory Prospectus shall
      be
      in effect, and no proceedings for such purpose shall have been commenced or
      shall be pending before or threatened by the Commission to the knowledge, after
      due inquiry, of the Company or the Operating Partnership; no stop order
      suspending the effectiveness of the Registration Statement or the Statutory
      Prospectus shall be in effect and no proceedings for such purpose shall have
      been commenced or shall be pending before or threatened by the state securities
      authority of any jurisdiction, to the knowledge of the Company or the Operating
      Partnership; and all requests for 

     


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    additional
      information on the part of the Commission shall have been complied with to
      your
      satisfaction;

     

    (b)  all
      the
      representations and warranties of the Company and the Operating Partnership
      contained in this Agreement shall be true and correct on the Closing Date,
      with
      the same force and effect as if made on and as of the Closing Date and the
      Company and the Operating Partnership shall have complied with all agreements
      and all conditions on its part to be performed or satisfied hereunder at or
      prior to the Closing Date;

     

    (c)  subsequent
      to the execution and delivery of this Agreement and prior to the Closing Date,
      there shall not have occurred any downgrading, nor shall any notice have been
      given of (i) any intended or potential downgrading or (ii) any review
      or possible change that does not indicate an improvement, in the rating accorded
      any securities of or guaranteed by the Company or the Operating Partnership
      by
      any “nationally recognized statistical rating organization,” as such term is
      defined for purposes of Rule 436(g)(2) under the Securities
      Act;

     

    (d)  since
      the
      respective dates as of which information is given in the Registration Statement
      and the Prospectus there shall not have been any material change in the capital
      stock, partners’ equity or long-term debt of the Company, the Operating
      Partnership or any of the Subsidiaries on a consolidated basis, except as
      described or contemplated in the Prospectus, or any material adverse change,
      or
      any development involving a prospective material adverse change, in or affecting
      the general affairs, business, prospects, management, properties, financial
      position, stockholders’ equity, partners’ equity or results of operations of the
      Company, the Operating Partnership and the Subsidiaries, taken as a whole,
      otherwise than as set forth or contemplated in the Prospectus, the effect of
      which in the judgment of the Representatives makes it impracticable or
      inadvisable to proceed with the offering or the delivery of the Securities
      on
      the terms and in the manner contemplated in the Prospectus and/or the Indenture;
      and other than as set forth in the Prospectus, no proceedings shall be pending
      or, to the knowledge of the Company or the Operating Partnership, after due
      inquiry, threatened against the Operating Partnership or the Company or any
      Property before or by any federal, state or other commission, board or
      administrative agency, where an unfavorable decision, ruling or finding could
      reasonably be expected to result in a Material Adverse Effect;

     

    (e)  you
      shall
      have received on and as of the Closing Date a certificate signed by the Chief
      Executive Officer of the Company and the Chief Financial Officer of the Company,
      in their capacities as officers of the Company, on behalf of the Company for
      itself and as general partner of the Operating Partnership, satisfactory to
      you
      to the effect set forth in subsections (a) through (d) of this Section
      7(e) and to the further effect that there has not occurred any material
      adverse change, or any development involving a prospective material adverse
      change, in or affecting the general affairs, business, prospects, management,
      properties, financial position, stockholders’ equity, partners’ equity or
      results of operations of the Operating Partnership, the Company and the
      Subsidiaries taken as a whole from that set forth or contemplated in the
      Registration Statement;;

     

    (f)  you
      shall
      have received on the Closing Date, an opinion or opinions (satisfactory to
      you
      and counsel for the Underwriters), dated the Closing Date, of Cahill Gordon
      & Reindel llp
      counsel
      for the Company and the Operating Partnership, to the effect that:

     

    (i)  The
      Company is duly qualified or registered as a foreign corporation to transact
      business and is in good standing in each jurisdiction listed on Schedule III
      hereto.

     

     

     

    
      
        
        

      

      
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    (ii)  The
      Operating Partnership and each of the Partnership Subsidiaries has been duly
      formed and is validly existing as a limited partnership in good standing under
      the laws of its state of organization. The Operating Partnership and each of
      the
      Partnership Subsidiaries has all requisite partnership power and authority
      to
      own, lease and operate its properties and other assets and to conduct the
      business in which it is engaged and proposes to engage, in each case, as
      described in the Prospectus, and the Operating Partnership has the partnership
      power to enter into and perform its obligations under this Agreement, the
      Indenture and the Securities. The Operating Partnership is duly qualified or
      registered as a foreign partnership and is in good standing in each jurisdiction
      listed on Schedule III
      hereto.

     

    (iii)  To
      the
      knowledge of such counsel, none of the Operating Partnership, the Company or
      the
      Subsidiaries is in violation of or default under its charter, by-laws,
      certificate of limited partnership or partnership agreement, as the case may
      be,
      and none of such entities is in default in the performance or observance of
      any
      obligation, agreement, covenant or condition contained in any document (as
      in
      effect on the date of such opinion) listed as an exhibit to the
      Registration Statement, the Company’s and the Operating Partnership’s Annual
      Report on Form 10-K for the year ended December 31, 2004 or the Company’s and
      the Operating Partnership’s Quarterly Report on Form 10-Q for the quarter ended
      September 30, 2005, in each case as amended, if applicable, to which such entity
      is a party or by which such entity may be bound, or to which any of the property
      or assets of such entity may be subject or by which they may be bound (it being
      understood that (i) such counsel need express no opinion with respect to
      matters relating to any contract, indenture, mortgage, loan agreement, note,
      lease, joint venture or partnership agreement or other instrument or agreement
      relating to the acquisition, transfer, operation, maintenance, management or
      financing of any property or assets of such entity or any other Property and
      (ii) such counsel may assume compliance with the financial covenants
      contained in any such document), except in each case for violations or defaults
      which in the aggregate are not reasonably expected to have a Material Adverse
      Effect.

     

    (iv)  This
      Agreement was duly and validly authorized, executed and delivered by each of
      the
      Operating Partnership and the Company.

     

    (v)  The
      issuance of the Securities has been duly authorized by the Company on behalf
      of
      the Operating Partnership and assuming authentication by the Trustee in
      accordance with the terms of the Indenture, and delivery to, and payment by,
      the
      Underwriters in accordance with the terms of this Agreement, such Securities
      constitute valid and legally binding obligations of the Operating Partnership
      entitled to the benefits provided for in the Indenture, and enforceable against
      the Operating Partnership in accordance with their terms, subject to bankruptcy,
      insolvency, fraudulent transfer, reorganization, moratorium and similar laws
      of
      general applicability relating to or affecting creditors’ rights and to general
      principles of equity (regardless of whether such enforceability is considered
      in
      a proceeding at equity or law).

     

    (vi)  The
      Indenture has been duly and validly authorized, executed and delivered by the
      Operating Partnership and, assuming due authorization, execution and delivery
      thereof by the Trustee, will constitute a valid and legally binding agreement
      of
      the Operating Partnership, enforceable against the Operating Partnership in
      accordance with its terms, subject to bankruptcy, insolvency, fraudulent
      transfer, reorganization, moratorium and similar laws of general applicability
      relating to or affecting creditors’ 

     


    
      
        
        

      

      
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    rights
      and to general principles of equity (regardless of whether such enforceability
      is considered in a proceeding at equity or law); and the Indenture has been
      duly
      qualified under the TIA.

     

    (vii)  The
      Registration Statement has been declared effective under the Securities Act
      and
      the Indenture has been qualified under the TIA, the Prospectus was filed with
      the Commission pursuant to Rule 424 within the applicable time period prescribed
      by Rule 424 and, to the knowledge of such counsel, no stop order suspending
      the
      effectiveness of the Registration Statement or the Prospectus has been issued
      and no proceeding for that purpose is pending or threatened by the
      Commission.

     

    (viii)  The
      execution and delivery of this Agreement, the Indenture and the Securities,
      the
      issuance and sale of the Securities and the performance by the Operating
      Partnership and the Company of their respective obligations under the
      Securities, this Agreement and the Indenture, to the extent they are a party
      thereto, and the consummation of the transactions herein and therein
      contemplated will not require, to such counsel’s knowledge, any consent,
      approval, authorization or other order of any court, regulatory body,
      administrative agency or other governmental body (except such as may be required
      under the Securities Act, the TIA and the state securities, Blue Sky or real
      estate syndication laws in connection with the purchase and distribution of
      the
      Securities by the Underwriters) and did not and do not conflict with or
      constitute a breach or violation of or default under: (1) any document (as
      in effect as of the date of such opinion) listed as an exhibit to the
      Registration Statement, each of the Company’s and the Operating Partnership’s
      Annual Report on Form 10-K for the year ended December 31, 2004, each of the
      Company’s and the Operating Partnership’s Quarterly Report on Form 10-Q for the
      quarter ended September 30, 2005, in each case as amended, if applicable, to
      which any such entity is a party or by which it or any of them or any of their
      respective properties or other assets may be bound or subject and of which
      such
      counsel is aware (it being understood that (i) such counsel need express no
      opinion with respect to matters relating to any contract, indenture, mortgage,
      loan agreement, note, lease, joint venture or partnership agreement or other
      instrument or agreement relating to the acquisition, transfer, operation,
      maintenance, management or financing of any property or assets of such entity
      or
      any other Property and (ii) such counsel may assume compliance with the
      financial covenants contained in any such document); (2) the certificate of
      limited partnership or partnership agreement, as the case may be, of the
      Operating Partnership, Securities, L.P. and the Financing Partnership or the
      articles of incorporation or by-laws, as the case may be, of the Company, FIFC
      or FISC; or (3) any applicable law, rule or administrative regulation,
      except in each case for conflicts, breaches, violations or defaults that in
      the
      aggregate are not reasonably expected to have a Material Adverse
      Effect.

     

    (ix)  To
      the
      knowledge of such counsel, no Material authorization, approval, consent or
      order
      of any court or governmental authority or agency or any other entity is required
      in connection with the offering, issuance or sale of the Securities hereunder,
      except such as may be required under the Securities Act, the TIA, the by-laws,
      the corporate financing rules and the conflict of interest rules of the NASD
      or
      state securities, Blue Sky or real estate syndication laws, or such as have
      been
      received prior to the date of such opinion.

     

    (x)  The
      Registration Statement, at the time it became effective, and the Prospectus,
      as
      of the date of the Prospectus Supplement (in each case, other than the


     


    
      
        
        

      

      
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    Form
      T-1
      and the financial statements, including the notes and schedules thereto, and
      other financial and statistical data that is found in or derived from the
      internal accounting records of the Company and its Subsidiaries set forth in
      or
      incorporated by reference therein or the information under the caption “Notice
      to Canadian Residents” in the Prospectus, as to which no opinion need be
      rendered), complied as to form in all material respects with the requirements
      of
      the Securities Act and the Exchange Act.

     

    (xi)  Each
      of
      the Underwriters is receiving good, valid and marketable title to the
      Securities, free and clear of all security interests, mortgages, pledges, liens,
      encumbrances, claims and equities, if such Underwriter acquires such Securities
      in good faith and without notice of any such security interests, mortgages,
      pledges, liens, encumbrances, claims or equities.

     

    (xii)  The
      information in the Prospectus Supplement under “Description of Notes” and
“Certain U.S. Federal Income Tax Considerations” and in the Prospectus under
“Risk Factors,” “Description of Debt Securities” and “Certain U.S. Federal
      Income Tax Considerations” (as modified by the information in the Prospectus
      Supplement), to the extent that it constitutes statements of law, descriptions
      of statutes, rules or regulations, or summaries of documents or legal
      conclusions, has been reviewed by us and is correct in all material respects
      and
      presents fairly the information required to be disclosed therein.

     

    (xiii)  To
      such
      counsel’s knowledge, there is no document or contract of a character required to
      be described or referred to in the Registration Statement and the Prospectus
      by
      the Securities Act other than those described or referred to therein, and the
      descriptions thereof or references thereto are accurate in all material
      respects; and to such counsel’s knowledge, there is no document or contract of a
      character required to be filed as an exhibit to the Registration Statement
      which
      is not filed as required.

     

    (xiv)  The
      partnership agreement of each of the Operating Partnership, Securities, L.P.
      and
      the Financing Partnership has been duly authorized, validly executed and
      delivered by each of the Company and the Partnership Subsidiaries, to the extent
      they are parties thereto, and is valid, legally binding and enforceable in
      accordance with its terms, subject to bankruptcy, insolvency, fraudulent
      transfer, reorganization, moratorium and similar laws of general applicability
      relating to or affecting creditors’ rights and to general principles of equity
      (regardless of whether such enforceability is considered in a proceeding in
      equity or at law).

     

    (xv)  The
      Company and the Operating Partnership satisfied all conditions and requirements
      for filing the Registration Statement on Form S-3 under the Securities
      Act.

     

    (xvi)  None
      of
      the Company or the Subsidiaries is required to be registered as an investment
      company under the Investment Company Act of 1940, as amended.

     

    (xvii)  Commencing
      with the Company’s taxable year ended December 31, 1994, the Company has been
      organized and operated in conformity with the requirements for qualification
      and
      taxation as a REIT under the Code and the Company’s current and proposed method
      of operation (as represented by the Company to us in a written
      certificate) will enable it to continue to meet the requirements for
      qualification and taxation as a REIT under the Code.

     


    
      
        
        

      

      
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    In
      addition, Cahill Gordon & Reindel llp
      shall,
      in a separate letter, state that they have participated in conferences with
      officers and other representatives of the Operating Partnership and the Company,
      representatives of the independent registered public accounting firm for the
      Operating Partnership and representatives of the Underwriters at which the
      contents of the Registration Statement, the Prospectus and the Time of Sale
      Information and related matters were discussed. On the basis thereof (relying
      to
      the extent such counsel deems appropriate upon the opinions of officers and
      other representatives of the Operating Partnership and the Company as to the
      materiality to the Operating Partnership of the matters discussed), but without
      independent verification by such counsel of, and without passing upon or
      assuming any responsibility for, the accuracy, completeness or fairness of
      the
      statements contained in the Registration Statement, the Prospectus or the Time
      of Sale Information or any amendments or supplements thereto, no facts have
      come
      to the attention of such counsel that lead them to believe that (i) the
      Registration Statement, including the documents incorporated therein by
      reference, at the time the Registration Statement became effective, contained
      any untrue statement of a material fact or omitted to state any material fact
      required to be stated therein or necessary in order to make the statements
      therein not misleading, (ii) the Prospectus, as of its date or as of the
      Closing Date, contained or contains any untrue statement of a material fact
      or
      omitted or omits to state a material fact necessary to make the statements
      therein, in the light of the circumstances under which they were made, not
      misleading or (iii) the
      Time
      of Sale Information, as of the Time of Sale, contained any untrue statement
      of a
      material fact or omitted to state a material fact necessary in order to make
      the
      statements therein, in the light of the circumstances under which they were
      made, not misleading
      (it
      being understood that such counsel need express no comment with respect to
      the
      financial statements, including the notes and schedules thereto, or any other
      financial or statistical data that is found in or derived from the internal
      accounting records of the Operating Partnership or the Company in each case
      as
      set forth in or incorporated by reference into the Registration Statement,
      the
      Prospectus, the Time of Sale Information or the Form T-1 or the information
      under the caption “Notice to Canadian Residents”).

     

    In
      giving
      its opinion, such counsel may rely (i) as to all matters of fact, upon
      representations, statements or certificates of public officials and statements
      of officers, directors, partners, employees and representatives of and
      accountants for each of the Company and its Subsidiaries, (ii) as to
      matters of Maryland law, on the opinion of McGuireWoods LLP, Baltimore,
      Maryland, (iii) as to matters of Illinois law, on the opinion of Barack
      Ferrazzano Kirschbaum Perlman & Nagelberg LLP, Chicago, Illinois, and
      (iv) as to the good standing and qualification of the Operating Partnership
      and the Company to do business in any state or jurisdiction, upon certificates
      of appropriate government officials and letters from Corporation Service
      Company, copies of which have been furnished to you.

     

    (g)  You
      shall
      have received on the Closing Date, an opinion (satisfactory to the Underwriters
      and counsel for the Underwriters), dated the Closing Date, of McGuireWoods
      LLP,
      special Maryland counsel for the Company, to the effect that:

     

    (i)  Each
      of
      the Company and the Corporate Subsidiaries has been duly incorporated and is
      validly existing as a corporation in good standing under the laws of its
      respective jurisdiction of incorporation.

     

    (ii)  Each
      of
      the Company and the Corporate Subsidiaries has corporate power and authority
      to
      own, lease and operate its properties and other assets and to conduct the
      business in which it is engaged or proposes to engage, in each case, as
      described in the Prospectus, and the Company has the corporate power and
      authority to enter into and perform its obligations under this Agreement and
      the
      Indenture.

     

    (iii)  The
      Company has been authorized, in its capacity as general partner of the Operating
      Partnership, to cause the Operating Partnership to issue the
      Securities.

     

     

    
      
        
        

      

      
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    (iv)  Each
      of
      this Agreement and the Indenture was duly and validly authorized by the Company,
      on behalf of itself and the Operating Partnership.

     

    (v)  The
      execution and delivery of this Agreement and the Indenture, the performance
      of
      the obligations and the consummation of the transaction set forth herein and
      therein by the Company will not require, to the knowledge of such counsel,
      any
      consent, approval, authorization or other order of any Maryland court,
      regulatory body, administrative agency or other governmental body (except as
      such may be required under the Securities Act or other securities or blue sky
      or
      real estate syndication laws) and did not and do not conflict with or
      constitute a breach or violation of or default under: (A) the charter or
      by-laws, as the case may be, of the Company; and (B) any applicable
      Maryland law, rule or administrative regulation or any order or administrative
      or court decree of which such counsel is aware, except in the case of clause
      (B) above for conflicts, breaches, violations or defaults that in the
      aggregate would not have a Material Adverse Effect.

     

    (vi)  To
      the
      knowledge of such counsel, no Material authorization, approval, consent or
      order
      of any Maryland court, governmental authority, agency or other entity is
      required in connection with the offering, issuance or sale of the Securities
      hereunder, except such as may be required under Maryland securities, Blue Sky
      or
      real estate syndication laws.

     

    (vii)  The
      information in the Prospectus under “Certain Provisions of Maryland Law and The
      Company’s Articles of Incorporation and Bylaws” and “Restrictions on Transfers
      of Capital Stock” and in Part II of the Registration Statement under Item 15, to
      the extent that it constitutes statements of law, descriptions of statutes,
      rules or regulations, summaries of documents or legal conclusions, has been
      reviewed by such counsel and, as to Maryland law, is correct in all material
      respects and presents fairly the information required to be disclosed
      therein.

     

    (viii)  The
      Company and each of the Corporate Subsidiaries was authorized to enter into
      the
      partnership agreement of each Partnership Subsidiary for which the Operating
      Partnership, the Company or such Corporate Subsidiary, as the case may be,
      is
      the general partner.

     

    (h)  You
      shall
      have received on the Closing Date, an opinion (satisfactory to the Underwriters
      and counsel for the Underwriters), dated the Closing Date, of Barack Ferrazzano
      Kirschbaum Perlman & Nagelberg, special Illinois counsel for the Company, to
      the effect that:

     

    (i)  To
      the
      knowledge of such counsel, none of the Operating Partnership or the Company,
      FIMC, the Mortgage Partnership, FIPC or FIP is in violation of, or default
      in
      connection with the performance or observance of any obligation, agreement,
      covenant or condition contained in any or all of that certain Fourth Amended
      and
      Restated Unsecured Revolving Credit Facility, dated as of August 23, 2005,
      among
      the Operating Partnership, as Borrower, the Company, as Guarantor and General
      Partner, JPMorgan Chase Bank, N.A., and certain other banks as lenders, JPMorgan
      Securities Inc. as Lead Arranger and Sole Book Runner, Wachovia Bank, National
      Association, as Syndication Agent, Commerzbank AG, PNC Bank, National
      Association and Wells Fargo Bank, N.A., as Documentation Agents, and AmSouth
      Bank, The Bank of New York, The Bank of Nova Scotia, Bank of Montreal and
      SunTrust Bank as Co-Agents (all such 

     


    
      
        
        

      

      
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    indebtedness
      collectively, the “Credit
      Documents”),
      except in each case for defaults that, in the aggregate, are not reasonably
      expected to have a Material Adverse Effect.

     

    (ii)  The
      execution and delivery of this Agreement and the Indenture and the performance
      of the obligations and consummation of transactions set forth herein and therein
      by the Operating Partnership and the Company did not and do not conflict with,
      or constitute a breach or violation of, or default under: (A) any or all of
      the Credit Documents; (B) any applicable law, rule or administrative
      regulation of the federal government (or agency thereof) of the United
      States; or (C) any order or administrative or court decree issued to or
      against, or concerning any or all of the Operating Partnership, the Company,
      the
      Partnership Subsidiaries and the Corporate Subsidiaries, of which, in the cases
      of clauses (B) and (C) above, such counsel is aware, except in each
      case for conflicts, breaches, violations or defaults that, in the aggregate,
      would not have a Material Adverse Effect.

     

    (iii)  To
      the
      knowledge of such counsel, there are no legal or governmental proceedings
      pending or threatened against the Operating Partnership, the Company, the
      Partnership Subsidiaries, the Corporate Subsidiaries or the Additional
      Subsidiaries that do, or are likely to, have a Material Adverse
      Effect.

     

    (iv)  The
      information in the 10-K under Item 7 “Management’s Discussion and Analysis of
      Financial Condition and Results of Operations—Mortgage Loans Payable” (other
      than information relating to a certain mortgage loan made available to First
      Industrial Financing Partnership, L.P. by Nomura Asset Capital
      Corporation) to the extent that it constitutes statements of law,
      descriptions of statutes, summaries of principal financing terms of Credit
      Documents or legal conclusions, has been reviewed by such counsel and is correct
      in all material respects and presents fairly the information disclosed
      therein.

     

    (i)  On
      the
      date hereof, the Accountants shall have furnished to the Underwriters a letter,
      dated the date of its delivery, addressed to the Underwriters and in form and
      substance satisfactory to the Underwriters (and to their counsel), confirming
      that they are independent registered public accountants with respect to the
      Company, the Operating Partnership and the Subsidiaries as required by the
      Securities Act and with respect to the financial and other statistical and
      numerical information contained in the Registration Statement and the Prospectus
      and containing statements and information of the type ordinarily included in
      accountants” “comfort letters” as set forth in the AICPA’s Statement on Auditing
      Standards 72. At the Closing Date, the Accountants shall have furnished to
      the
      Underwriters a letter, dated the date of its delivery, which shall confirm,
      on
      the basis of a review in accordance with the procedures set forth in the letter
      from it, that nothing has come to its attention during the period from the
      date
      of the letter referred to in the prior sentence to a date (specified in the
      letter) not more than five days prior to the Closing Date, which would
      require any change in its letter dated the date hereof if it were required
      to be
      dated and delivered at the Closing Date.

     

    (j)  You
      shall
      have received on the Closing Date an opinion, dated as of such Closing Date,
      of
      Clifford Chance US LLP ("CC"),
      counsel for the Underwriters, in form and substance reasonably satisfactory
      to
      the Underwriters.

     

    In
      giving
      its opinion, such counsel may rely (A) as to matters of Maryland law, on
      the opinion of McGuireWoods LLP, Baltimore Maryland, which opinion shall be
      in
      form and substance reasonably satisfactory to counsel for the Underwriters
      and
      (B) as to the good standing 

     


    
      
        
        

      

      
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    and
      qualification of the Company and the Operating Partnership to do business in
      any
      sate or jurisdiction, upon certificates of appropriate governmental officials
      or
      opinions of counsel in such jurisdictions.

     

    (k)  At
      the
      Closing Date, the Securities shall have the ratings accorded by any “nationally
      recognized statistical organization,” as defined by the Commission for purposes
      of Rule 436(g)(2) under the Securities Act if and as specified in
Schedule II
      hereto,
      and the Operating Partnership shall deliver to the Underwriters a letter, dated
      as of such date, from each such rating organization, or other evidence
      satisfactory to the Underwriters, confirming that the Securities have such
      ratings. Since the date hereof, there shall not have occurred a downgrading
      in
      the rating assigned to the Securities or any of the Company’s securities or the
      Operating Partnership’s other securities by any such rating organization, and no
      such rating organization shall have publicly announced that it has under
      surveillance or review, with possible negative implications, its rating of
      the
      Securities or any of the Company’s securities or the Operating Partnership’s
      other securities.

     

    (l)  If
      the
      Registration Statement or an offering of Securities has been filed with the
      NASD
      for review, the NASD shall not have raised any objection with respect to the
      fairness and reasonableness of the underwriting terms and
      arrangements.

     

    (m)  The
      Operating Partnership and its Subsidiaries shall not have failed at or prior
      to
      the Closing Date to perform or comply with any of the agreements pursuant to
      Section 5 herein contained or required to be performed or complied with by
      the Operating Partnership at or prior to such Closing Date

     

    (n)  At
      the
      Closing Date, counsel for the Underwriters shall have been furnished with such
      documents and opinions as they may reasonably require for the purpose of
      enabling them to pass upon the issuance and sale of the Securities, as herein
      contemplated and related proceedings, or in order to evidence the accuracy
      of
      any of the representations or warranties, or the fulfillment of any of the
      conditions, herein contained; and all proceedings taken by the Operating
      Partnership and the Company in connection with the issuance and sale of the
      Securities as herein contemplated shall be reasonably satisfactory in form
      and
      substance to the Underwriters and counsel for the Underwriters.

     

    Except
      to
      the extent the text of such is as set forth herein, the opinions and
      certificates mentioned in this Agreement shall be deemed to be in compliance
      with the provisions hereof only if they are in all material respects
      satisfactory to you and to CC, counsel for the Underwriters.

     

    8.  The
      Company and the Operating Partnership, jointly and severally, agree to indemnify
      and hold harmless the Underwriters and each person, if any, who controls any
      Underwriter within the meaning of either Section 15 of the Securities Act or
      Section 20(a) of the Exchange Act, from and against any and all losses, claims,
      damages and liabilities (including without limitation the legal fees and other
      expenses incurred in connection with any suit, action or proceeding or any
      claim
      asserted) caused by any untrue statement or alleged untrue statement of a
      material fact contained in the Registration Statement, each Statutory
      Prospectus, the Prospectus, any Issuer Free Writing Prospectus (as amended
      or
      supplemented if the Company or the Operating Partnership shall have furnished
      any amendments or supplements thereto) or any preliminary prospectus, or caused
      by any omission or alleged omission to state therein a material fact required
      to
      be stated therein or necessary to make the statements therein not misleading,
      except insofar as such losses, claims, damages or liabilities are caused by
      any
      untrue statement or omission or alleged untrue statement or omission made in
      reliance upon and in conformity 

     


    
      
        
        

      

      
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    with
      information relating to any Underwriter furnished to the Company or the
      Operating Partnership in writing by such Underwriter through you expressly
      for
      use therein.

     

    Each
      Underwriter agrees, severally and not jointly, to indemnify and hold harmless
      the Company and the Operating Partnership, and the Company’s and the Operating
      Partnership’s officers and directors and each person who controls the Company or
      the Operating Partnership within the meaning of Section 15 of the
      Securities Act and Section 20(a) of the Exchange Act, to the same extent as
      the
      foregoing indemnity from the Company and the Operating Partnership to each
      Underwriter, but only with reference to information relating to such Underwriter
      furnished to the Company and the Operating Partnership in writing by such
      Underwriter through you expressly for use in the Registration Statement, each
      Statutory Prospectus, the Prospectus, any Issuer Free Writing Prospectus, any
      amendment or supplement thereto. For purposes of this Section 8 and Sections
      4(b), (f) and (g), the only written information furnished by the Underwriters
      to
      the Operating Partnership expressly for use in the Registration Statement and
      the Prospectus Supplement is the information in the second, third, fourth,
      fifth
      (not including the first two sentences thereof), sixth and seventh paragraphs
      after the table under the caption “Underwriting.” 

     

    If
      any
      suit, action, proceeding (including any governmental or regulatory
      investigation), claim or demand shall be brought or asserted against any person
      in respect of which indemnity may be sought pursuant to either of the two
      preceding paragraphs, such person (the “Indemnified
      Person”) shall
      promptly notify the person against whom such indemnity may be sought (the
“Indemnifying
      Person”) in
      writing, and the Indemnifying Person, upon request of the Indemnified Person,
      shall retain counsel reasonably satisfactory to the Indemnified Person to
      represent the Indemnified Person and any others the Indemnifying Person may
      designate in such proceeding and shall pay the fees and expenses of such counsel
      related to such proceeding. In any such proceeding, any Indemnified Person
      shall
      have the right to retain its own counsel, but the fees and expenses of such
      counsel shall be at the expense of such Indemnified Person unless (i) the
      Indemnifying Person and the Indemnified Person shall have mutually agreed to
      the
      contrary, (ii) the Indemnifying Person has failed within a reasonable time
      to retain counsel reasonably satisfactory to the Indemnified Person or
      (iii) the named parties in any such proceeding (including any impleaded
      parties) include both the Indemnifying Person and the Indemnified Person and
      representation of both parties by the same counsel would be inappropriate due
      to
      actual or potential differing interests between them. It is understood that
      the
      Indemnifying Person shall not, in connection with any proceeding or related
      proceeding in the same jurisdiction, be liable for the fees and expenses of
      more
      than one separate firm (in addition to any local counsel) for all
      Indemnified Persons, and that all such fees and expenses shall be reimbursed
      as
      they are incurred. Any such separate firm for the Underwriters and such control
      persons of the Underwriters shall be designated in writing by the
      Representatives and any such separate firm for the Company, the Operating
      Partnership, their directors, their officers and such control persons of the
      Company and the Operating Partnership or authorized representatives shall be
      designated in writing by the Company or the Operating Partnership. The
      Indemnifying Person shall not be liable for any settlement of any proceeding
      effected without its written consent, but if settled with such consent or if
      there be a final judgment for the plaintiff, the Indemnifying Person agrees
      to
      indemnify any Indemnified Person from and against any loss or liability by
      reason of such settlement or judgment. If it is ultimately determined that
      an
      Indemnified Person was not entitled to indemnification hereunder, such
      Indemnified Person shall be responsible for repaying or reimbursing the
      Indemnifying Person for any amounts so paid or incurred by such Indemnifying
      Person pursuant to this paragraph. No Indemnifying Person shall, without the
      prior written consent of the Indemnified Person, effect any settlement of any
      pending or threatened proceeding in respect of which any Indemnified Person
      is
      or could have been a party and indemnity could have been sought hereunder by
      such Indemnified Person, unless such settlement (i) includes an
      unconditional release of such Indemnified Person from all liability on claims
      that are the subject matter of such proceeding and (ii) does not include a
      statement as to, or an admission of, fault, culpability or a failure to act
      by
      or behalf of an Indemnified Person. In no 

     


    
      
        
        

      

      
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    event
      shall any Indemnifying Person have any liability or responsibility in respect
      of
      the settlement or compromise of, or consent to the entry of any judgment with
      respect to any pending or threatened action or claim effected without its prior
      written consent.

     

    If
      the
      indemnification provided for in the first and second paragraphs of this Section
      7 is unavailable or insufficient to hold harmless an Indemnified Person in
      respect of any losses, claims, damages or liabilities referred to therein,
      then
      each Indemnifying Person under such paragraph, in lieu of indemnifying such
      Indemnified Person thereunder, shall contribute to the amount paid or payable
      by
      such Indemnified Person as a result of such losses, claims, damages or
      liabilities (a) in such proportion as is appropriate to reflect the
      relative benefits received by the Company and the Operating Partnership on
      the
      one hand and the Underwriters on the other hand from the offering of the
      Securities or (b) if the allocation provided by clause (a) above is
      not permitted by applicable law, in such proportion as is appropriate to reflect
      not only the relative benefits referred to in clause (a) above but also the
      relative fault of the Company and the Operating Partnership on the one hand
      and
      the Underwriters on the other in connection with the statements or omissions
      that resulted in such losses, claims, damages or liabilities, as well as any
      other relevant equitable considerations. The relative benefits received by
      the
      Company and the Operating Partnership on the one hand and the Underwriters
      on
      the other shall be deemed to be in the same respective proportions as the net
      proceeds from the offering of such Securities (before deducting
      expenses) received by the Company and the Operating Partnership and the
      total underwriting discounts and the commissions received by the Underwriters
      bear to the aggregate public offering price of the Securities. The relative
      fault of the Company and the Operating Partnership on the one hand and the
      Underwriters on the other shall be determined by reference to, among other
      things, whether the untrue or alleged untrue statement of a material fact or
      the
      omission or alleged omission to state a material fact relates to information
      supplied by the Company and the Operating Partnership on the one hand or by
      the
      Underwriters on the other and the parties’ relative intent, knowledge, access to
      information and opportunity to correct or prevent such statement or
      omission.

     

    The
      Company, the Operating Partnership and the Underwriters agree that it would
      not
      be just and equitable if contribution pursuant to this Section 8 were
      determined by pro rata allocation (even if the Underwriters were treated as
      one
      entity for such purpose) or by any other method of allocation that does not
      take account of the equitable considerations referred to in the immediately
      preceding paragraph. The amount paid or payable by an Indemnified Person as
      a
      result of the losses, claims, damages and liabilities referred to in the
      immediately preceding paragraph shall be deemed to include, subject to the
      limitations set forth above, any legal or other expenses incurred by such
      Indemnified Person in connection with investigating or defending any such action
      or claim. Notwithstanding the provisions of this Section 8, in no event
      shall an Underwriter be required to contribute any amount in excess of the
      amount by which the total price at which the Securities underwritten by it
      and
      distributed to the public were offered to the public exceeds the amount of
      any
      damages that such Underwriter has otherwise been required to pay by reason
      of
      such untrue or alleged untrue statement or omission or alleged omission. No
      person guilty of fraudulent misrepresentation (within the meaning of Section
      11(f) of the Securities Act) shall be entitled to contribution from
      any person who was not guilty of such fraudulent misrepresentation. The
      Underwriters’ obligations to contribute pursuant to this Section 8 are
      several in proportion to the respective principal amounts of Securities set
      forth opposite their names in Schedule I
      hereto,
      and not joint.

     

    The
      remedies provided for in this Section 8 are not exclusive and shall not
      limit any rights or remedies which may otherwise be available to any indemnified
      party at law or in equity.

     

    The
      indemnity and contribution agreements contained in this Section 8 and the
      representations, warranties and covenants of the Company and the Operating
      Partnership set forth in this Agreement shall remain operative and in full
      force
      and effect regardless of (a) any termination of this Agreement,
      (b) any 

     


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    


    investigation
      made by or on behalf of any Underwriters or any person controlling any
      Underwriters or by or on behalf of the Company, its officers or directors or
      any
      other person controlling the Company or the Operating Partnership and
      (c) acceptance of and payment for any of the Securities.

     

    9.  Notwithstanding
      anything herein contained, this Agreement may be terminated in your absolute
      discretion by notice given to the Operating Partnership, if after the execution
      and delivery of this Agreement and prior to the Closing Date (a) the
      Company and the Operating Partnership shall have failed, refused or been unable,
      at or prior to the Closing Date, to perform any agreements on its part to be
      performed hereunder, (b) any other conditions to the Underwriters’
obligations hereunder are not fulfilled, (c) trading generally shall have
      been suspended or materially limited on or by, as the case may be, any of the
      New York Stock Exchange, the American Stock Exchange, the NASD, the Chicago
      Board Options Exchange, the Chicago Mercantile Exchange or the Chicago Board
      of
      Trade, (d) trading of any securities of or guaranteed by the Company and
      the Operating Partnership shall have been suspended on any exchange or in any
      over-the-counter market, (e) a general moratorium on commercial banking
      activities in New York shall have been declared by either Federal or New York
      State authorities; (f) there shall have occurred any major disruption of
      settlements of securities, payment or clearance services in the United States;
      or (g) there shall have occurred any outbreak or escalation of hostilities
      or act of terrorism involving the United States or any change in financial
      markets or any calamity or crisis that, in the judgment of the Representatives,
      is material and adverse and which, in the judgment of the Representatives makes
      it impracticable or inadvisable to proceed with the offer, sale or delivery
      of
      the Securities on the terms and in the manner contemplated by this Agreement,
      the Time of Sale Information and the Prospectus.

     

    10.  If,
      on
      the Closing Date, any one or more of the Underwriters shall fail or refuse
      to
      purchase Securities which it or they have agreed to purchase under this
      Agreement, and the aggregate principal amount of Securities, which such
      defaulting Underwriter or Underwriters agreed but failed or refused to purchase
      is not more than one-tenth of the aggregate principal amount of the Securities,
      the other Underwriters shall be obligated severally in the proportions that
      the
      principal amount of Securities set forth opposite their respective names in
      Schedule I
      hereto
      bears to the aggregate principal amount of Securities set forth opposite the
      names of all such non-defaulting Underwriters, or in such other proportions
      as
      the non-defaulting Underwriters may specify, provided that,
      such
      Securities of the defaulting Underwriters are purchased, to purchase the
      Securities which such defaulting Underwriter or Underwriters agreed but failed
      or refused to purchase on such date; provided that in no event shall the
      principal amount of Securities that any Underwriter has agreed to purchase
      be
      increased pursuant to this Section 10 by an amount in excess of one-ninth
      of such principal amount of Securities without the written consent of such
      Underwriter. If, on the Closing Date, any Underwriter or Underwriters shall
      fail
      or refuse to purchase Securities and the aggregate principal amount of
      Securities with respect to which such default occurs is more than one-tenth
      of
      the aggregate principal amount of Securities to be purchased, and arrangements
      satisfactory to the Underwriters and the Operating Partnership for the purchase
      of such Securities are not made within 36 hours after such default, this
      Agreement shall terminate without liability on the part of any non-defaulting
      Underwriter or the Operating Partnership. In any such case either you or the
      Company and the Operating Partnership shall have the right to postpone the
      Closing Date, but in no event for longer than seven days, in order that the
      required changes, if any, in the Registration Statement and the Prospectus
      or in
      any other documents or arrangements may be effected. Any action taken under
      this
      paragraph shall not relieve any defaulting Underwriter from liability in respect
      of any default of such Underwriter under this Agreement.

     

    11.  If
      this
      Agreement shall be terminated by the Underwriters, or any of them, because
      of
      any failure or refusal on the part of the Company and the Operating Partnership
      to comply with the terms or to fulfill any of the conditions of this Agreement,
      or if for any reason the Company and the Operating Partnership shall be unable
      to perform their obligations under this Agreement or any condition of the


     


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


    Underwriters”
      obligations cannot be fulfilled, the Company and the Operating Partnership
      agree
      to reimburse the Underwriters or such Underwriters as have so terminated this
      Agreement with respect to themselves, severally, for all out-of-pocket expenses
      (including the fees and expenses of their counsel) reasonably incurred by
      the Underwriters in connection with this Agreement or the offering of Securities
      contemplated hereunder and the Company and the Operating Partnership shall
      then
      be under no further liability to any Underwriters pursuant to this Agreement
      except as provided in Sections 5(i) and 8 of this Agreement.

     

    12.  In
      the
      event of termination of this Agreement, the provisions of
      Sections 5(i) and 8 remain operative and in full force and
      effect.

     

    13.  This
      Agreement shall inure to the benefit of and be legally binding upon the Company,
      the Operating Partnership, the Underwriters, any controlling persons referred
      to
      herein and their respective successors and assigns. Nothing expressed or
      mentioned in this Agreement is intended or shall be construed to give any other
      person, firm or corporation any legal or equitable right, remedy or claim under
      or in respect of this Agreement or any provision herein contained. No purchaser
      of Securities from any Underwriter shall be deemed to be a successor by reason
      merely of such purchase.

     

    14.  All
      notices and other communications hereunder shall be in writing and shall be
      deemed to have been duly given if mailed or transmitted by any standard form
      of
      telecommunication. Notices to the Underwriters shall be given to the
      Underwriters, c/o J.P. Morgan Securities LLC, 270 Park Avenue,
      8th
      Floor,
      New York, New York 10017, Attention: High Grade Syndicate Desk, facsimile
      212-834-6081, with a copy to Clifford Chance US LLP, 200 Park Avenue, New York,
      New York 10166, Attention: Larry P. Medvinsky, Esq. Notices to the Company
      and
      the Operating Partnership shall be given to First Industrial Realty Trust,
      Inc.,
      311 South Wacker Drive, Suite 4000, Chicago, Illinois, 60606, Attention: John
      H.
      Clayton, Esq., with a copy to Cahill Gordon & Reindel llp,
      80 Pine
      Street, New York, New York, 10005, Attention: Gerald S. Tanenbaum,
      Esq.

     

    15.  Absence
      of Fiduciary Relationship.
      Each of
      the Operating Partnership
      and the
      Company acknowledges and agrees that:

     

    (a)  The
      Underwriters have been retained solely to act as underwriters in connection
      with
      the sale of the Operating Partnership 's securities and that no fiduciary,
      advisory or agency relationship between the Operating Partnership and the
      Company, on the one hand, and the Underwriters, on the other, has been created
      in respect of any of the transactions contemplated by this Agreement,
      irrespective of whether the Underwriters have advised or is advising the
      Operating Partnership or the Company on other matters;

     

    (b)  the
      price
      of the securities set forth in this Agreement was established by the Operating
      Partnership following discussions and arms-length negotiations with the
      Underwriters, and the Operating Partnership is capable of evaluating and
      understanding and understands and accepts the terms, risks and conditions of
      the
      transactions contemplated by this Agreement;

     

    (c)  it
      has
      been advised that the Underwriters and its affiliates are engaged in a broad
      range of transactions which may involve interests that differ from those of
      Operating Partnership and the Company and that the Underwriters have no
      obligation to disclose such interests and transactions to Operating Partnership
      or the Company by virtue of any fiduciary, advisory or agency relationship;
      

     

    (d)  it
      waives, to the fullest extent permitted by law, any claims it may have against
      the Underwriters for breach of fiduciary duty or alleged breach of fiduciary
      duty in respect of the 

     


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


    transactions
      contemplated by this Agreement and agrees that the Underwriters shall have
      no
      liability (whether direct or indirect) to Operating Partnership or the
      Company in respect of such a fiduciary duty claim or to any person asserting
      a
      fiduciary duty claim on behalf of or in right of the Operating Partnership
      or
      the Company, including limited partners or stockholders, employees or creditors
      of the Operating Partnership or the Company; and

     

    (e)  Any
      review by the Underwriters of the Operating Partnership or the Company, the
      transactions contemplated hereby or other matters relating to such transactions
      will be performed solely for the benefit of the Underwriters and shall not
      be on
      behalf of the Operating Partnership or the Company.

     

    16.  This
      Agreement may be signed in counterparts, each of which shall be an original
      and
      all of which together shall constitute one and the same instrument.

     

    17.  This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York, without giving effect to the conflicts of laws provisions
      thereof.

     

    [Signatures
      on following page.]


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    


    


    
      	
              Very
                truly yours,

            
	 
	
              FIRST
                INDUSTRIAL REALTY TRUST, INC.

            
	 
	
              By: _________________________________

            
	
              Name:

            
	
              Title

            


    

    


    


    
      	
              FIRST
                INDUSTRIAL, L.P.

            
	 
	
              By: First
                Industrial Realty Trust, Inc.,

            
	
              as
                its sole general partner

            
	 
	
              By: _________________________________

            
	
              Name:

            
	
              Title

            


    

    


    


    
      	
              Accepted:
                January 5, 2006

            
	 
	
              J.P.
                MORGAN SECURITIES INC.

            
	
              WACHOVIA
                CAPITAL MARKETS, LLC

            
	
              CREDIT
                SUISSE FIRST BOSTON LLC

            
	
              MERRILL
                LYNCH, PIERCE, FENNER

            
	
              &
                SMITH INCORPORATED

            


    

    


    


    
      	
              By: J.P.
                MORGAN SECURITIES INC.

            
	
              on
                behalf of itself and the several Underwriters

            
	
              listed
                in Schedule I
                hereto

            
	 
	 
	
              By: _______________________________________

            
	
              Name:

            
	
              Title:

            


    

    



    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    


    SCHEDULE
      I

    


    


    


    


    
      	
               

              Underwriters

            	 	
              Principal
                Amount of Securities

               to
                be Purchased

            	 
	
               

              J.P.
                Morgan Securities Inc.

            	 	
              
              

              $

            	
              
              

              70,000,000

            	 
	
               

              Wachovia
                Capital Markets, LLC 

            	 	
              
              

              $

            	
              
              

              70,000,000

            	 
	
               

              Credit
                Suisse First Boston LLC

            	 	
              
              

              $

            	
              
              

              18,000,000

            	 
	
               

              Merrill
                Lynch, Pierce, Fenner 

                   &
                Smith Incorporated

               

            	 	
              
              

              $

              
              

            	
              
              

              18,000,000

              
              

            	 
	
              Commerzbank
                Capital Markets Corp.

               

            	 	
              $

              
              

            	
              8,000,000

              
              

            	 
	
              PNC
                Capital Markets, LLC

               

            	 	
              $

              
              

            	
              8,000,000

              
              

            	 
	
              Wells
                Fargo Securities, LLC

               

            	 	
              $

              
              

            	
              8,000,000

              
              

            	 
	 	 	 	 	 
	
              Total

            	 	
              $

            	
              200,000,000

            	 


    

    



    
      
        
        

      

      
        I-1

        
          

        

      

      
        
        

      

    


    SCHEDULE
      II

     

    
      	
              Underwriters:

               

            	
              J.P.
                Morgan Securities Inc.

               

              Wachovia
                Capital Markets, LLC 

               

              Credit
                Suisse First Boston LLC

               

              Merrill
                Lynch, Pierce, Fenner 

                   &
                Smith Incorporated

               

              Commerzbank
                Capital Markets Corp.

               

              PNC
                Capital Markets, LLC

               

              Wells
                Fargo Securities, LLC

               

            
	
              Registration
                Statement No.:

               

            	
              333-117842-01

               

            
	
              Underwriting
                Agreement dated:

               

            	
              January
                5, 2006

               

            
	
              Title
                of Securities:

               

            	
              53⁄4%
                Senior Notes due 2016

               

            
	
              Aggregate
                principal amount:

               

            	
              $200,000,000

               

            
	
              Price
                to Public:

               

            	
              99.653%
                of the principal amount of the Securities, plus accrued interest,
                if any,
                from January 10, 2006

               

            
	
              Purchase
                Price:

               

            	
              99.003%
                of the principal amount of the Securities, plus accrued interest,
                if any,
                from January 10, 2006

               

            
	
              Indenture:

               

            	
              Indenture
                dated as of May 13, 1997 and the Supplemental Indenture No.10 to
                be dated
                as of January 10, 2006, both between the Operating Partnership and
                the
                Trustee

               

            
	
              Maturity:

               

            	
              January
                15, 2016

               

            
	
              Interest
                Rate:

               

            	
              53⁄4%

               

            
	
              Interest
                Payment Dates:

               

            	
              January
                15 and July 15, commencing July 15, 2006

               

            
	
              Redemption:

               

            	
              At
                the option of the Operating Partnership, in whole or in part, at
                any
                time

               

            
	
              Sinking
                Fund Provisions:

               

            	
              None

               

            
	
              Other
                Significant Provisions:

               

            	
              As
                set forth in the Registration Statement and the Prospectus

               

            


    

     

    
 

    
      
        
        

      

      
        II-1

        
          

        

      

      
        
        

      

    


    


    
      	
              Ratings:

               

            	
              Standard
                & Poor’s: “BBB”

              Moody’s
                Investors Service: “Baa2”

               

            
	
              Closing
                Date and Time of Delivery:

               

            	
              The
                Closing will be held at 9:00 a.m.
                (New York City time) on January 10, 2006, with the Securities being
                delivered through the book-entry facilities of The Depository Trust
                Company and made available for checking by DTC at least 24 hours
                prior to
                the Closing Date

               

            
	
              Closing
                Location: 

               

            	
              Clifford
                Chance US LLP

              31
                West 52nd Street

              New
                York, New York 10019

               

            


    

    


     


    
      
        
        

      

      
        II-2

        
          

        

      

      
        
        

      

    


    


     

    SCHEDULE
      III

     

    JURISDICTIONS
      OF FOREIGN QUALIFICATION OF THE COMPANY,

    THE
      CORPORATE SUBSIDIARIES AND THE PARTNERSHIP SUBSIDIARIES

     

    
      	
               

              ENTITY:

            	
               

              JURISDICTION

            
	
               

              First
                Industrial, L.P.

               

            	
              Arizona

              California

              Colorado

              Connecticut

              Florida

              Georgia

              Indiana

              Iowa

              Kansas

              Kentucky

              Louisiana

              Maryland

              Michigan

              Minnesota

              Missouri

              New
                Jersey

              New
                York

              North
                Carolina

              Ohio
                Oregon

              Pennsylvania

              Tennessee

              Texas

              Utah

              Virginia

              Wisconsin

               

            
	 	 
	
              First
                Industrial Realty Trust, Inc.

               

            	
              California

              Florida

              Georgia

              Illinois

              Indiana

              Michigan

              Minnesota

              New
                Jersey

              New
                York

              North
                Carolina

              Ohio

              Oregon

              Utah

               

            


    

     

    
 

    
      
        
        

      

      
        III-1

        
          

        

      

      
        
        

      

    


    


     

    SCHEDULE
      IV

     

    Time
      of Sale Information

     

    Term
      Sheet dated January 5, 2006

     

    


    
      
        
        

      

      
        IV-1

        
          

        

      

      
        
        

      

    

     

    Schedule
      V

     

    FIRST
      INDUSTRIAL, L.P.

    


    Pricing
      Term Sheet

     

    


    
      	
              Size:

            	
              $200,000,000

               

            
	
              Coupon
                (Interest Rate): 

               

            	
              53⁄4%
                per annum

               

            
	
              Interest
                Payment Dates:

               

            	
              January
                15 and July 15

               

            
	
              Maturity:

               

            	
              January
                15, 2016

               

            
	
              Price
                to Public:

               

            	
              99.653%
                of principal amount, plus accrued interest, if any, from the date
                of
                original issuance

               

            
	
              Settlement
                Date:

               

            	
              T+3;
                January 10, 2006

               

            
	
              Net
                Proceeds:

               

            	
              $198,006,000
                (before $200,000 of offering expenses)

               

            
	
              Redemption
                Provision:

               

            	
              Make-whole
                call at any time based on U.S. Treasury plus 0.25% (twenty-five
                one-hundredths of one percent)

               

            
	
              Yield
                to maturity:

               

            	
              5.796%

               

            
	
              Spread
                to Benchmark Treasury: 

               

            	
              143
                basis points

               

            
	
              Benchmark
                Treasury:

               

            	
              U.S.
                Treasury 41⁄2% due November 2015

               

            
	
              Benchmark
                Treasury Price and Yield:

               

            	
              101-02;
                4.366%

               

            


    

    


    The
      issuer has filed a registration statement (including a prospectus) with the
      Securities and Exchange Commission, or SEC, for the offering to which this
      communication relates. Before you invest, you should read the prospectus in
      that
      registration statement and other documents the issuer has filed with the SEC
      for
      more complete information about the issuer and this offering. You may get these
      documents for free by visiting EDGAR on the SEC Web site at
www.sec.gov.
      Alternatively, the issuer or any underwriter participating in the offering
      will
      arrange to send you the prospectus supplement and accompanying prospectus if
      you
      request it by contacting First Industrial’s Investor Relations at 312-344-4320
      (call collect) or aharmon@firstindustrial.com
      or the underwriters at J.P. Morgan Securities Inc., 270 Park Avenue, New York,
      NY 10017 (phone: (212) 834-4533 (call collect)) or Wachovia Capital Markets,
      LLC
      at 8739 Research Drive, Charlotte, North Carolina 28262 (phone: 1-800-326-5897)
      or syndicate.ops@wachovia.com.
      

     

    
 

    
      
        
        

      

      
        V-1