Supplemental Indenture No. 10


    EXECUTION
      COPY

     

    


     

    


     

    


     

    FIRST
      INDUSTRIAL, L.P.

     

    Issuer

     

    to

     

    U.S.
      BANK
      NATIONAL ASSOCIATION

     

    Trustee

     

    Supplemental
      Indenture No. 10

     

    Dated
      as
      of January 10, 2006

     

    $200,000,000

    of

    53⁄4%
      Senior Notes due 2016

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    SUPPLEMENTAL
      INDENTURE NO. 10, dated as of January 10, 2006 (the “Supplemental
      Indenture”),
      between FIRST INDUSTRIAL, L.P., a limited partnership duly organized and
      existing under the laws of the State of Delaware (herein called the
“Operating
      Partnership”),
      and
      U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized
      and existing under the laws of the United States of America, as Trustee (herein
      called the “Trustee”).

     

    RECITALS
      OF THE OPERATING PARTNERSHIP

     

    The
      Operating Partnership has heretofore delivered to the Trustee an Indenture
      dated
      as of May 13, 1997 (the “Indenture”),
      which
      has been filed with the Securities and Exchange Commission under the Securities
      Act of 1933, as amended, as an exhibit to the quarterly report on Form 10-Q
      of
      First Industrial Realty Trust, Inc. for the fiscal quarter ended March 31,
      1997,
      as amended by Form 10-Q/A No. 1 of the Company filed May 30, 1997, File No.
      1-13102, providing for the issuance from time to time of Debt Securities of
      the
      Operating Partnership (the “Securities”).

     

    Section
      301 of the Indenture provides for various matters with respect to any series
      of
      Securities issued under the Indenture to be established in an indenture
      supplemental to the Indenture.

     

    Section
      901(7) of the Indenture provides for the Operating Partnership and the Trustee
      to enter into an indenture supplemental to the Indenture to establish the form
      or terms of Securities of any series as provided by Sections 201 and 301 of
      the
      Indenture.

     

    All
      the
      conditions and requirements necessary to make this Supplemental Indenture,
      when
      duly executed and delivered, a valid and binding agreement in accordance with
      its terms and for the purposes herein expressed, have been performed and
      fulfilled.

     

    NOW,
      THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

     

    For
      and
      in consideration of the premises and the purchase of the series of Securities
      provided for herein by the Holders thereof, it is mutually covenanted and
      agreed, for the equal and proportionate benefit of all Holders of the Notes,
      as
      follows:

     

    ARTICLE
      I  

     

    RELATION
      TO INDENTURE; DEFINITIONS

     

    Section
      1.1.  Relation
      to Indenture.
      This
      Supplemental Indenture constitutes an integral part of the
      Indenture.

     

    Section
      1.2.  Definitions.
      For all
      purposes of this Supplemental Indenture, except as otherwise expressly provided
      for or unless the context otherwise requires:

     

    (a)  Capitalized
      terms used but not defined herein shall have the respective meanings assigned
      to
      them in the Indenture; and

     

    (b)  All
      references herein to Articles and Sections, unless otherwise specified, refer
      to
      the corresponding Articles and Sections of this Supplemental
      Indenture.

     

    “Acquired
      Indebtedness”
means
      Indebtedness of a Person (i) existing at the time such Person becomes a
      Subsidiary or (ii) assumed in connection with the acquisition of assets
      from such Person, in each case, other than Indebtedness incurred in connection
      with, or in contemplation of, such Person becoming a Subsidiary or such
      acquisition. Acquired Indebtedness shall be deemed to be incurred on the


     


    
      
        
        

      

      
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    date
      of
      the related acquisition of assets from any Person or the date the acquired
      Person becomes a Subsidiary.

     

    “Annual
      Service Charge”
for
      any
      period means the aggregate interest expense for such period in respect of,
      and
      the amortization during such period of any original issue discount of,
      Indebtedness of the Operating Partnership and its Subsidiaries and the amount
      of
      dividends which are payable during such period in respect of any Disqualified
      Stock.

     

    “Business
      Day”
means
      any day, other than a Saturday or Sunday, that is neither a legal holiday nor
      a
      day on which banks in New York City or in Chicago are authorized or required
      by
      law, regulation or executive order to close.

     

    “Capital
      Stock”
means,
      with respect to any Person, any capital stock (including preferred stock),
      shares, interests, participations or other ownership interests (however
      designated) of such Person and any rights (other than debt securities
      convertible into or exchangeable for corporate stock), warrants or options
      to
      purchase any thereof.

     

    “Consolidated
      Income Available for Debt Service”
for
      any
      period means Earnings from Operations of the Operating Partnership and its
      Subsidiaries plus amounts which have been deducted, and minus amounts which
      have
      been added, for the following (without duplication): (i) interest on
      Indebtedness of the Operating Partnership and its Subsidiaries,
      (ii) provision for taxes of the Operating Partnership and its Subsidiaries
      based on income, (iii) amortization of debt discount, (iv) provisions
      for gains and losses on properties and property depreciation and amortization,
      (v) the effect of any noncash charge resulting from a change in accounting
      principles in determining Earnings from Operations for such period,
      (vi) amortization of deferred charges and (vii) interest income related to
      investments irrevocably deposited with an agent of the Operating Partnership
      or
      any of its Subsidiaries, as the case may be, for the purpose of defeasing any
      indebtedness or any other obligation (whether through a covenant defeasance
      or
      otherwise) pursuant to the terms of such indebtedness or other obligation or
      the
      terms of any instrument creating or evidencing it.

     

    “Corporate
      Trust Office”
means
      the office of the Trustee at which, at any particular time, its corporate trust
      business shall be administered, which office at the date hereof is located
      at 60
      Livingston Avenue, St. Paul, Minnesota 55107 and, for purposes of the Place
      of
      Payment provisions of Sections 305 and 1002 of the Indenture, is located at
      100
      Wall Street, Suite 2000, New York, New York 10005.

     

    “Disqualified
      Stock”
means,
      with respect to any Person, any Capital Stock of such Person which by the terms
      of such Capital Stock (or by the terms of any security into which it is
      convertible or for which it is exchangeable or exercisable), upon the happening
      of any event or otherwise, (i) matures or is mandatorily redeemable,
      pursuant to a sinking fund obligation or otherwise (other than Capital Stock
      which is redeemable solely in exchange for Capital Stock which is not
      Disqualified Stock or the maturity price or redemption price of which may,
      at
      the option of such Person, be paid in Capital Stock which is not Disqualified
      Stock), (ii) is convertible into or exchangeable or exercisable for
      Indebtedness or Disqualified Stock or (iii) is redeemable at the option of
      the holder thereof, in whole or in part (other than Capital Stock which is
      redeemable solely in exchange for Capital Stock which is not Disqualified Stock
      or the redemption price of which may, at the option of such Person, be paid
      in
      Capital Stock which is not Disqualified Stock), in each case on or prior to
      the
      Stated Maturity of the Notes.

     

    “Earnings
      from Operations”
for
      any
      period means net income excluding gains and losses on sales of investments,
      extraordinary items and property valuation losses, net as reflected in the
      financial statements of the Operating Partnership and its Subsidiaries for
      such
      period determined on a consolidated basis in accordance with GAAP (except that
      for purposes hereof, each Subsidiary of the Operating Partnership shall be
      treated as if such Subsidiary were a subsidiary under GAAP).

     


    
      
        
        

      

      
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    “Encumbrance”
means
      any mortgage, lien, charge, pledge, encumbrance or security interest of any
      kind; provided, however,
      that
      the term “Encumbrance”
shall
      not include any mortgage, lien, charge, pledge or security interest securing
      any
      indebtedness or any other obligation which has been defeased (whether a covenant
      defeasance or otherwise) pursuant to the terms of such indebtedness or other
      obligation or the terms of any instrument creating or evidencing
      it.

     

    “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended, and the rules and regulations
      promulgated thereunder by the Commission.

     

    “GAAP”
means
      generally accepted accounting principles as used in the United States applied
      on
      a consistent basis as in effect from time to time; provided
      that
      solely for purposes of any calculation required by the financial covenants
      contained herein, “GAAP”
shall
      mean generally accepted accounting principles as used in the United States
      on
      the date hereof, applied on a consistent basis.

     

    “Indebtedness”
of
      the
      Operating Partnership or any of its Subsidiaries means any indebtedness of
      the
      Operating Partnership or any of its Subsidiaries, whether or not contingent,
      in
      respect of (a) borrowed money or evidenced by bonds, notes, debentures or
      similar instruments whether or not such indebtedness is secured by any
      Encumbrance existing on property owned by the Operating Partnership or any
      of
      its Subsidiaries, (b) indebtedness for borrowed money of a Person other
      than the Operating Partnership or a Subsidiary of the Operating Partnership
      which is secured by any Encumbrance existing on property owned by the Operating
      Partnership or any of its Subsidiaries, to the extent of the lesser of
      (x) the amount of indebtedness so secured and (y) the fair market
      value of the property subject to such Encumbrance, (c) the reimbursement
      obligations, contingent or otherwise, in connection with any letters of credit
      actually issued or amounts representing the balance deferred and unpaid of
      the
      purchase price of any property or services, except any such balance that
      constitutes an accrued expense or trade payable, and all conditional sale
      obligations or obligations under any title retention agreement, (d) the
      principal amount of all obligations of the Operating Partnership or any of
      its
      Subsidiaries with respect to redemption, repayment or other repurchase of any
      Disqualified Stock, (e) any lease of property by the Operating Partnership
      or any of its Subsidiaries as lessee which is reflected on the Operating
      Partnership’s consolidated balance sheet determined in accordance with GAAP
      (except that for the purposes hereof, each Subsidiary of the Operating
      Partnership shall be treated as if such Subsidiary were a subsidiary under
      GAAP)
      as a capitalized lease, or (f) interest rate swaps, caps or similar agreements
      and foreign exchange contracts, currency swaps or similar agreements to the
      extent, in the case of items of indebtedness set forth above, that any such
      items (other than letters of credit) would appear as a liability on the
      Operating Partnership’s consolidated balance sheet determined in accordance with
      GAAP (except that for the purposes hereof, each Subsidiary of the Operating
      Partnership shall be treated as if such Subsidiary were a subsidiary under
      GAAP), and also includes, to the extent not otherwise included, any obligation
      by the Operating Partnership or any of its Subsidiaries to be liable for, or
      to
      pay, as obligor, guarantor or otherwise (other than for purposes of collection
      in the ordinary course of business), Indebtedness of another Person (other
      than
      the Operating Partnership or any of its Subsidiaries) (it being understood
      that
      Indebtedness shall be deemed to be incurred by the Operating Partnership or
      any
      of its Subsidiaries whenever the Operating Partnership or such Subsidiary shall
      create, assume, guarantee or otherwise become liable in respect thereof);
provided,
      however,
      that
      the term “Indebtedness”
shall
      not include any indebtedness or any other obligation which has been defeased
      (whether through a covenant defeasance or otherwise) pursuant to the terms
      of
      such indebtedness or other obligation or the terms of any instrument creating
      or
      evidencing it.

     

    “Indenture”
has
      the
      meaning specified in the recitals hereof.

     

    “Interest
      Payment Date”
has
      the
      meaning specified in Section 2.3 hereof.

     

    “Make-Whole
      Amount”
means,
      in connection with any optional redemption of any Note, the excess, if any,
      of
      (i) the aggregate present value as of the date of such redemption of each
      dollar of 

     


    
      
        
        

      

      
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    principal
      being redeemed and the amount of interest (exclusive of interest accrued to
      the
      date of redemption) that would have been payable in respect of such dollar
      if
      such redemption had not been made, determined by discounting, on a semi-annual
      basis, such principal and interest at the Reinvestment Rate (determined on
      the
      third Business Day preceding the date such notice of redemption is given) from
      the date on which such principal and interest would have been payable if such
      redemption had not been made, over (ii) the aggregate principal amount of
      the Notes being redeemed.

     

    “Notes”
has
      the
      meaning specified in Section 2.1 hereof.

     

    “Operating
      Partnership”
has
      the
      meaning specified in the introductory paragraph hereof.

     

    “Redemption
      Price”
has
      the
      meaning specified in Section 2.5 hereof.

     

    “Regular
      Record Date”
has
      the
      meaning specified in Section 2.3 hereof.

     

    “Required
      Filing Dates”
has
      the
      meaning specified in Section 2.13 hereof.

     

    “Reinvestment
      Rate”
means
      0.25% (twenty five hundredths of one percent) plus the arithmetic mean of the
      yields under the respective headings “This Week” and “Last Week” published in
      the Statistical Release under the caption “Treasury Constant Maturities” for the
      maturity (rounded to the nearest month) corresponding to the remaining life
      to
      maturity, as of the payment date of the principal being redeemed. If no maturity
      exactly corresponds to such maturity, yields for the two published maturities
      most closely corresponding to such maturity shall be calculated pursuant to
      the
      immediately preceding sentence and the Reinvestment Rate shall be interpolated
      or extrapolated from such yields on a straight-line basis, rounding in each
      of
      such relevant periods to the nearest month. For such purposes of calculating
      the
      Reinvestment Rate, the most recent Statistical Release published prior to the
      date of determination of the Make-Whole Amount shall be used. If the format
      or
      content of the Statistical Release changes in a manner that precludes
      determination of the Treasury Yield in the above manner, then the Treasury
      Yield
      shall be determined in the manner that most closely approximates the above
      manner, as reasonably determined by the Operating Partnership.

     

    “Securities”
has
      the
      meaning specified in the recitals hereof. 

     

    “Statistical
      Release”
means
      the statistical release designated “H.15(519)” or any successor publication
      which is published weekly by the Federal Reserve System and which establishes
      yields on actively traded United States government securities adjusted to
      constant maturities or, if such statistical release is not published at the
      time
      of any determination of the Make-Whole Amount, then such other reasonably
      comparable index which shall be designated by the Operating
      Partnership.

     

    “Subsidiary”
means,
      with respect to any Person, any corporation, partnership or other entity of
      which a majority of (i) the voting power of the voting equity securities or
      (ii) the outstanding equity interests are owned, directly or indirectly, by
      such Person. For the purposes of this definition, “voting
      equity securities”
means
      equity securities having voting power for the election of directors, whether
      at
      all times or only so long as no senior class of security has such voting power
      by reason of any contingency.

     

    “Supplemental
      Indenture”
has
      the
      meaning specified in the introductory paragraph hereof.

     

    “Total
      Assets”
as
      of
      any date means the sum of (i) the Undepreciated Real Estate Assets and
      (ii) all other assets of the Operating Partnership and its Subsidiaries
      determined in accordance with GAAP (except that for the purposes hereof, each
      Subsidiary of the Operating Partnership shall be treated as if such Subsidiary
      were a subsidiary under GAAP), but excluding accounts receivable and
      intangibles; provided,
      however,
      that
      the term “Total
      Assets”
shall
      not include any assets which have been deposited in trust to defease any
      indebtedness or any other obligation (whether through a covenant defeasance
      or
      otherwise) pursuant to the terms of such indebtedness or other obligation or
      the
      terms of any instrument creating or evidencing it.

     


    
      
        
        

      

      
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    “Total
      Unencumbered Assets”
means
      the sum of (i) those Undepreciated Real Estate Assets not subject to an
      Encumbrance for borrowed money and (ii) all other assets of the Operating
      Partnership and its Subsidiaries not subject to an Encumbrance for borrowed
      money, determined in accordance with GAAP (except that for the purposes hereof,
      each Subsidiary of the Operating Partnership shall be treated as if such
      Subsidiary were a subsidiary under GAAP), but excluding accounts receivable
      and
      intangibles; provided, however,
      that
      the term “Total
      Unencumbered Assets”
shall
      not include any assets which have been deposited in trust to defease any
      indebtedness or any other obligation (whether through a covenant defeasance
      or
      otherwise) pursuant to the terms of such indebtedness or other obligation or
      the
      terms of any instrument creating or evidencing it.

     

    “Trustee”
      has the
      meaning set forth in the introductory paragraph hereof.

     

    “Undepreciated
      Real Estate Assets”
as
      of
      any date means the cost (original cost plus capital improvements) of real estate
      assets of the Operating Partnership and its Subsidiaries on such date, before
      depreciation and amortization, determined on a consolidated basis in accordance
      with GAAP (except that for the purposes hereof, each Subsidiary of the Operating
      Partnership shall be treated as if such Subsidiary were a subsidiary under
      GAAP).

     

    “Unsecured
      Indebtedness”
means
      Indebtedness which is not secured by any Encumbrance upon any of the properties
      of the Operating Partnership or any of its Subsidiaries.

     

    ARTICLE
      II  

     

    THE
      SERIES OF NOTES

     

    Section
      2.1.  Title
      of the Notes.
      There shall be a series of Securities designated the “53⁄4% Senior Notes due 2016”
(the “Notes”).

     

    Section
      2.2.  Limitation
      on Aggregate Principal Amount.
      The
      Notes initially will be limited to an aggregate principal amount of
      $200,000,000.

     

    Nothing
      contained in this Section 2.2 or elsewhere in this Supplemental Indenture,
      or in
      the Notes, is intended to or shall limit execution by the Operating Partnership
      or authentication or delivery by the Trustee of Notes under the circumstances
      contemplated by Sections 303, 304, 305, 306, 906, 1107 and 1305 of the
      Indenture.

     

    Section
      2.3.  Interest
      and Interest Rates; Maturity Date of Notes.
      The
      Notes will bear interest at 53⁄4% per annum and will mature on January 15, 2016.
      The Notes will bear interest from January 10, 2006 or from the immediately
      preceding Interest Payment Date to which interest has been paid, payable
      semi-annually in arrears on January 15 and July 15 of each year, commencing
      July
      15, 2006 (each, an “Interest
      Payment Date”),
      and,
      if not otherwise an Interest Payment Date, at the Stated Maturity, to the
      Persons in whose name the applicable Notes are registered in the Security
      Register at the close of business on the preceding January 1 or July 1 (whether
      or not a Business Day), as the case may be (each, a “Regular
      Record Date”).
      Interest will be computed on the basis of a 360-day year comprised of twelve
      30-day months. The interest so payable on any Note which is not punctually
      paid
      or duly provided for on any Interest Payment Date shall forthwith cease to
      be
      payable to the Person in whose name such Note is registered on the relevant
      Regular Record Date, and such defaulted interest shall instead be payable to
      the
      Person in whose name such Note is registered on the Special Record Date or
      other
      specified date determined in accordance with the Indenture.

     

    If
      any
      Interest Payment Date or Stated Maturity falls on a day that is not a Business
      Day, the required payment shall be made on the next Business Day as if it were
      made on the date such payment 

     


    
      
        
        

      

      
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    was
      due
      and no interest shall accrue on the amount so payable for the period from and
      after such Interest Payment Date or Stated Maturity, as the case may
      be.

     

    Section
      2.4.  Limitations
      on Incurrence of Indebtedness.

     

    (a)  The
      Operating Partnership will not, and will not permit any of its Subsidiaries
      to,
      incur any Indebtedness, other than intercompany Indebtedness (representing
      Indebtedness to which the only parties are the Operating Partnership and any
      of
      its Subsidiaries (but only so long as such Indebtedness is held solely by any
      of
      the Operating Partnership and any of its Subsidiaries)), if, immediately after
      giving effect to the incurrence of such additional Indebtedness and the
      application of the proceeds thereof, the aggregate principal amount of all
      outstanding Indebtedness of the Operating Partnership and its Subsidiaries
      on a
      consolidated basis determined in accordance with GAAP (except that for purposes
      hereof, each Subsidiary of the Operating Partnership shall be treated as if
      such
      Subsidiary were a subsidiary under GAAP) is greater than 60% of the sum of
      (without duplication) (i) the Total Assets as of the end of the calendar
      quarter covered in the Operating Partnership’s Annual Report on Form 10-K or
      Quarterly Report on Form 10-Q, as the case may be, most recently filed with
      the
      Commission (or, if such filing is not permitted under the Exchange Act, with
      the
      Trustee) prior to the incurrence of such additional Indebtedness and
      (ii) the purchase price of any real estate assets or mortgages receivable
      acquired, and the amount of any securities offering proceeds received (to the
      extent such proceeds were not used to acquire real estate assets or mortgages
      receivable or used to reduce Indebtedness), by the Operating Partnership or
      any
      of its Subsidiaries since the end of such calendar quarter, including those
      proceeds obtained in connection with the incurrence of such additional
      Indebtedness.

     

    (b)  The
      Operating Partnership will not, and will not permit any of its Subsidiaries
      to,
      incur Indebtedness secured by any Encumbrance upon any of the property of the
      Operating Partnership or any of its Subsidiaries if, immediately after giving
      effect to the incurrence of such additional Indebtedness and the application
      of
      the proceeds thereof, the aggregate principal amount of all outstanding
      Indebtedness of the Operating Partnership and its Subsidiaries on a consolidated
      basis determined in accordance with GAAP (except that for the purposes hereof,
      each Subsidiary of the Operating Partnership shall be treated as if such
      Subsidiary were a subsidiary under GAAP) which is secured by any Encumbrance
      on
      property of the Operating Partnership or any of its Subsidiaries is greater
      than
      40% of the sum of (without duplication) (i) the Total Assets as of the end
      of the calendar quarter covered in the Operating Partnership’s Annual Report on
      Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently
      filed with the Commission (or, if such filing is not permitted under the
      Exchange Act, with the Trustee) prior to the incurrence of such additional
      Indebtedness and (ii) the purchase price of any real estate assets or
      mortgages receivable acquired, and the amount of any securities offering
      proceeds received (to the extent that such proceeds were not used to acquire
      real estate assets or mortgages receivable or used to reduce Indebtedness),
      by
      the Operating Partnership or any of its Subsidiaries since the end of such
      calendar quarter, including those proceeds obtained in connection with the
      incurrence of such additional Indebtedness.

     

    (c)  The
      Operating Partnership and its Subsidiaries may not at any time own Total
      Unencumbered Assets equal to less than 150% of the aggregate outstanding
      principal amount of the Unsecured Indebtedness of the Operating Partnership
      and
      its Subsidiaries on a consolidated basis determined in accordance with GAAP
      (except that for the purposes hereof, each Subsidiary of the Operating
      Partnership shall be treated as if such Subsidiary were a subsidiary under
      GAAP).

     

    (d)  The
      Operating Partnership will not, and will not permit any of its Subsidiaries
      to,
      incur any Indebtedness if the ratio of Consolidated Income Available for Debt
      Service to the Annual Service Charge for the four consecutive fiscal quarters
      most recently ended prior to the date on which 

     


    
      
        
        

      

      
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    such
      additional Indebtedness is to be incurred shall have been less than 1.5:1,
      on a
pro
      forma basis
      after giving effect thereto and to the application of the proceeds therefrom,
      and calculated on the assumption that (i) such Indebtedness and any other
      Indebtedness incurred by the Operating Partnership and its Subsidiaries since
      the first day of such four-quarter period and the application of the proceeds
      therefrom, including to refinance other Indebtedness, had occurred at the
      beginning of such period; (ii) the repayment or retirement of any other
      Indebtedness by the Operating Partnership and its Subsidiaries since the first
      day of such four-quarter period had been repaid or retired at the beginning
      of
      such period (except that, in making such computation, the amount of Indebtedness
      under any revolving credit facility shall be computed based upon the average
      daily balance of such Indebtedness during such period); (iii) in the case
      of Acquired Indebtedness or Indebtedness incurred in connection with any
      acquisition since the first day of such four-quarter period, the related
      acquisition had occurred as of the first day of such period with the appropriate
      adjustments with respect to such acquisition being included in such pro
      forma calculation;
      and (iv) in the case of any acquisition or disposition by the Operating
      Partnership or its Subsidiaries of any asset or group of assets since the first
      day of such four-quarter period, whether by merger, stock purchase or sale,
      or
      asset purchase or sale, such acquisition or disposition or any related repayment
      of Indebtedness had occurred as of the first day of such period with the
      appropriate adjustments with respect to such acquisition or disposition being
      included in such pro
      forma calculation.

     

    (e)  For
      purposes
      of this
      Section 2.4, Indebtedness shall be deemed to be “incurred” by the Operating
      Partnership or a Subsidiary of the Operating Partnership whenever the Operating
      Partnership or such Subsidiary shall create, assume, guarantee or otherwise
      become liable in respect thereof.

     

    Section
      2.5.  Optional
      Redemption.
      No
      sinking fund shall be provided for the Notes. The Notes may be redeemed at
      any
      time at the option of the Operating Partnership, in whole or in part (equal
      to
      $1,000 or an integral multiple thereof), at a redemption price (the
“Redemption
      Price”)
      equal
      to the sum of (i) the principal amount of the Notes being redeemed plus
      accrued interest thereon to the Redemption Date and (ii) the Make-Whole
      Amount, if any, with respect to such Notes.

     

    If
      notice
      of redemption has been given as provided in the Indenture and funds for the
      redemption of any Notes called for redemption shall have been made available
      on
      the Redemption Date referred to in such notice, such Notes will cease to bear
      interest on the Redemption Date and the only right of the Holders of the Notes
      from and after the Redemption Date will be to receive payment of the Redemption
      Price upon surrender of such Notes in accordance with such notice.

     

    Section
      2.6.  Places
      of Payment.
      The
      Places of Payment where the Notes may be presented or surrendered for payment,
      where the Notes may be surrendered for registration of transfer or exchange
      and
      where notices and demands to and upon the Operating Partnership in respect
      of
      the Notes and the Indenture may be served shall be in (i) the Borough of
      Manhattan, The City of New York, New York, and the office or agency for such
      purpose shall initially be located at U.S. Bank National Association, 100 Wall
      Street, Suite 2000, New York, New York 10005 and (ii) the City of St. Paul,
      Minnesota and the office or agency for such purpose shall initially be located
      at U.S. Bank National Association, 60 Livingston Avenue, St. Paul, Minnesota
      55107.

     

    Section
      2.7.  Method
      of Payment.
      Payment
      of the principal of and interest on the Notes not represented by a Global
      Security will be made at the Corporate Trust Office maintained for that purpose
      in the Borough of Manhattan, The City of New York, New York, in such coin or
      currency of the United States of America as at the time of payment is legal
      tender for payment of public and private debts; provided, however,
      that at
      the option of the Operating Partnership, payments of interest on the Notes
      may
      be made (i) by check mailed to the address of the Person entitled thereto
      as such address shall appear in 

     


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    the
      Security Register or (ii) by wire transfer to an account maintained by the
      Person entitled thereto located within the United States.

     

    Section
      2.8.  Currency.
      Principal and interest on the Notes shall be payable in United States Dollars
      or
      in such coin or currency of the United States of America as at the time of
      payment is legal tender for payment of public and private debts.

     

    Section
      2.9.  Registered
      Securities; Global.
      The
      Notes shall be issuable and transferable in fully registered form as Registered
      Securities, without coupons. The Notes shall be issued in the form of one Global
      Security. The depository for the Notes shall be The Depository Trust Company
      (“DTC”).
      The
      Notes shall not be issuable in definitive form except as provided in Section
      305
      of the Indenture.

     

    Section
      2.10.  Form
      of Notes.
      The
      Notes shall be substantially in the form attached as Exhibit A
      hereto.

     

    Section
      2.11.  Registrar
      and Paying Agent.
      The
      Trustee shall initially serve as Registrar and Paying Agent for the
      Notes.

     

    Section
      2.12.  Defeasance.
      The
      provisions of Sections 1402 and 1403 of the Indenture, together with the other
      provisions of Article Fourteen of the Indenture, shall be applicable to the
      Notes. The provisions of Section 1403 of the Indenture shall apply to the
      covenants set forth in Sections 2.4 and 2.13 of this Supplemental Indenture
      and
      to those covenants specified in Section 1403 of the Indenture.

     

    Section
      2.13.  Provision
      of Financial Information.
      Whether
      or not the Operating Partnership is subject to Section 13 or 15(d) of the
      Exchange Act, the Operating Partnership will, to the extent permitted under
      the
      Exchange Act, file with the Commission the annual reports, quarterly reports
      and
      other documents which the Operating Partnership would have been required to
      file
      with the Commission pursuant to such Section 13 or 15(d) if the Operating
      Partnership were so subject, such documents to be filed with the Commission
      on
      or prior to the respective dates (the “Required
      Filing Dates”)
      by
      which the Operating Partnership would have been required so to file such
      documents if the Operating Partnership were so subject.

     

    The
      Operating Partnership will also in any event (x) within 15 days of each
      Required Filing Date if the Operating Partnership is not then subject to Section
      13 or 15(d) of the Exchange Act, (i) transmit by mail to all Holders,
      as their names and addresses appear in the Security Register, without cost
      to
      such Holders, copies of the annual reports and quarterly reports which the
      Operating Partnership would have been required to file with the Commission
      pursuant to Section 13 or 15(d) of the Exchange Act if the Operating
      Partnership were subject to either such Section,
      and (ii) file with the Trustee copies of annual reports, quarterly reports
      and other documents that the Operating Partnership would have been required
      to
      file with the Commission pursuant to Section 13 or 15(d) of the Exchange
      Act if the Operating Partnership were subject to either such Section and
      (y) if filing such documents by the Operating Partnership with the
      Commission is not permitted under the Exchange Act, promptly upon written
      request and payment of the reasonable cost of duplication and delivery, supply
      copies of such documents to any prospective Holder.

     

    Section
      2.14.  Waiver
      of Certain Covenants.
      Notwithstanding the provisions of Section 1009 of the Indenture, the Operating
      Partnership may omit in any particular instance to comply with any term,
      provision or condition set forth in Sections 1004 to 1008, inclusive, of the
      Indenture, with Sections 2.4 and 2.13 of this Supplemental Indenture and with
      any other term, provision or condition with respect to the Notes (except any
      such term, provision or condition which could not be amended without the consent
      of all Holders of the Notes, as applicable), if before or after the time for
      such compliance the Holders of at 

     


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    least
      a
      majority in principal amount of all outstanding Notes, as applicable, by act
      of
      such Holders, either waive such compliance in such instance or generally waive
      compliance with such covenant or condition. Except to the extent so expressly
      waived, and until such waiver shall become effective, the obligations of the
      Operating Partnership and the duties of the Trustee in respect of any such
      term,
      provision or condition shall remain in full force and effect. 

     

    Section
      2.15.  Other
      Terms and Conditions.
      The
      Notes shall have such other terms and conditions as provided in the form thereof
      attached as Exhibit A hereto.

     

    Section
      2.16.  Further
      Issues.
      The
      Operating Partnership may issue additional notes having identical terms and
      conditions to the notes being issued in this offering, except for issue date,
      issue price and first interest payment date, in an unlimited aggregate principal
      amount, subject to compliance with the covenant described in Section 2.4. Any
      additional notes will be part of the same issue as the notes being issued in
      this offering and will be treated as one class with the notes being issued
      in
      this offering, including for purposes of voting and redemption.

     

    Section
      2.17.  Authorized
      Signatories.
      For
      purposes of this Supplemental Indenture, the first sentence of Section 303
      of
      the Indenture is replaced in its entirety with the following: “The Securities
      and any coupons appertaining thereto shall be executed on behalf of the Issuer
      by the General Partner by its Chairman of the Board, its President, its Chief
      Executive Officer, its Chief Financial Officer or one of its Vice Presidents,
      under its corporate seal reproduced thereon, and attested by its Secretary
      or
      one of its Assistant Secretaries.”

     

    ARTICLE
      III  

     

    MISCELLANEOUS
      PROVISIONS

     

    Section
      3.1.  Ratification
      of Indenture.
      Except
      as expressly modified or amended hereby, the Indenture continues in full force
      and effect and is in all respects confirmed and preserved.

     

    Section
      3.2.  Governing
      Law.
      This
      Supplemental Indenture and the Notes shall be governed by and construed in
      accordance with the laws of the State of New York. This Supplemental Indenture
      is subject to the provisions of the Trust Indenture Act of 1939, as amended,
      and
      shall, to the extent applicable, be governed by such provisions.

     

    Section
      3.3.  Counterparts.
      This
      Supplemental Indenture may be executed in any number of counterparts, each
      of
      which so executed shall be deemed to be an original, but all such counterparts
      shall together constitute but one and the same instrument.

     

    


     


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    



    IN
      WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture
      to
      be duly executed by their respective officers hereunto duly authorized, all
      as
      of the day and year first written above.

     

    
      	
              FIRST
                INDUSTRIAL, L.P.

            
	 
	
              By:
                First Industrial Realty Trust, Inc., as its general
                partner

            
	 
	
              By: _________________________________________

            
	
              Name: Michael
                J. Havala

            
	
              Title: Chief
                Financial Officer

            


    

    


    


    
      	
              U.S.
                BANK NATIONAL ASSOCIATION, as Trustee

            
	 
	 
	
              By: ________________________________________

            
	
              Name:
                Richard Prokosch

            
	
              Title:
                Vice President

            


    

    


    


     


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    



    Exhibit
      A to Supplemental Indenture

     

    Unless
      this Security is presented by an authorized representative of The Depository
      Trust Company (“DTC”),
      55
      Water Street, New York, New York, to the Operating Partnership (as defined
      below) or its agent for registration of transfer, exchange or payment, and
      any
      certificate issued is registered in the name of CEDE & CO. or in such other
      name as is requested by an authorized representative of DTC, any transfer,
      pledge, or other use hereof for value or otherwise by or to any person is
      wrongful inasmuch as the registered owner hereof, CEDE & CO., has an
      interest herein.

     

    Unless
      and until this certificate is exchanged in whole or in part for notes in
      certificated form, this certificate may not be transferred except as a whole
      by
      DTC to a nominee thereof or by a nominee thereof to DTC or another nominee
      of
      DTC or by DTC or any such nominee to a successor of DTC or a nominee of such
      successor. This Security is a Global Security within the meaning set forth
      in
      the Indenture hereinafter referred to and is registered in the name of DTC
      or a
      nominee of DTC. This Security is exchangeable for Securities registered in
      the
      name of a person other than DTC or its nominee only in the limited circumstances
      described in the Indenture, and may not be transferred except as a whole by
      DTC
      to a nominee of DTC or another nominee of DTC or by DTC or its nominee to a
      successor Depository or its nominee.

     

    
      	
              Registered
                No. 1

            	
              PRINCIPAL
                AMOUNT

            
	
              CUSIP
                No.: 32055RAN7

            	
              $200,000,000

            


    

    


    GLOBAL
      SECURITY

    FIRST
      INDUSTRIAL, L.P.

     

    53⁄4%
      SENIOR NOTE DUE 2016

     

    FIRST
      INDUSTRIAL, L.P., a limited partnership duly organized and existing under the
      laws of the State of Delaware (herein referred to as the “Operating
      Partnership,”
which
      term shall include any successor entity under the Indenture hereinafter referred
      to), for value received, hereby promises to pay to CEDE & CO., or registered
      assigns, upon presentation, the principal sum of 200,000,000 DOLLARS on January
      15, 2016 and to pay interest on the outstanding principal amount thereon from
      January 10, 2006, or from the immediately preceding Interest Payment Date to
      which interest has been paid or duly provided for, semi-annually in arrears
      on
      January 15 and July 15 in each year, commencing July 15, 2006, at the rate
      of
      53⁄4% per annum, until the entire principal hereof is paid or made available for
      payment. The interest so payable and punctually paid or duly provided for on
      any
      Interest Payment Date will, as provided in the Indenture, be paid to the Person
      in whose name this Security is registered at the close of business on the
      Regular Record Date for such interest which shall be the January 1 or July
      1
      (whether or not a Business Day), as the case may be, next preceding such
      Interest Payment Date. Any such interest not so punctually paid or duly provided
      for shall forthwith cease to be payable to the Holder on such Regular Record
      Date, and may either be paid to the Person in whose name this Security is
      registered at the close of business on a Special Record Date for the payment
      of
      such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
      given to Holders of the Securities not less than 10 days prior to such Special
      Record Date, or may be paid at any time in any other lawful manner not
      inconsistent with the requirements of any securities exchange on which the
      Securities may be listed, and upon such notice as may be required by such
      exchange, all as more fully provided in the Indenture. All payments of
      principal, Make-Whole Amount, if any, and interest in respect of this Global
      Security will be made by the Operating Partnership in immediately available
      funds.

     


    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    


    Reference
      is hereby made to the further provisions of this Security set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    Unless
      the Certificate of Authentication hereon has been executed by the Trustee by
      manual signature of one of its authorized signatories, this Security shall
      not
      be entitled to any benefit under the Indenture, or be valid or obligatory for
      any purpose.

     


    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, FIRST INDUSTRIAL, L.P. has caused this instrument to be duly
      executed under its corporate seal.

     

    
      	
              Dated:
                January 10, 2006

            	 
	 	
              FIRST
                INDUSTRIAL, L.P.

            
	 	 
	 	
              By: First
                Industrial Realty Trust, Inc., as its general partner

            
	 	 
	 	 
	 	
              ______________________________________

            
	 	
              Name: Michael
                J. Havala

            
	 	
              Title: Chief
                Financial Officer

            


    

    


    


    


    [Seal]

     

    Attest:

     

    
      	
              ________________________________

            
	
              Name: John
                Clayton

            
	
              Title: Secretary

            


    

    


     

    TRUSTEE’S
      CERTIFICATE OF AUTHENTICATION:

     

    This
      is
      one of the Securities of the series designated therein referred to in the
      within-mentioned Indenture.

     

    
      	
              U.S.
                BANK NATIONAL ASSOCIATION, as Trustee

            
	 
	 
	
              By: _______________________________

            
	
              Name: Richard
                Prokosch

            
	
              Title: Vice
                President

            


    

    


     


    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    


    REVERSE
      OF SECURITY

     

    Securities
      of this series are one of a duly authorized issue of securities of the Operating
      Partnership (herein called the “Securities”),
      issued and to be issued in one or more series under an Indenture, dated as
      of
      May 13, 1997, as supplemented by Supplemental Indenture No. 10, dated as of
      January 10, 2006 (as so supplemented, herein called the “Indenture”),
      between the Operating Partnership and U.S. Bank National Association (herein
      called the “Trustee,”
which
      term includes any successor trustee under the Indenture), to which Indenture
      and
      all indentures supplemental thereto reference is hereby made for a statement
      of
      the respective rights, limitations of rights, duties and immunities thereunder
      of the Operating Partnership, the Trustee and the Holders of the Securities
      and
      of the terms upon which the Securities are authenticated and delivered. This
      Security is one of the series designated in the first page thereof, limited
      in
      aggregate principal amount to $200,000,000.

     

    Securities
      of this series may be redeemed at any time at the option of the Operating
      Partnership, in whole or in part, at a redemption price equal to the sum of
      (i) the principal amount of the Securities being redeemed plus accrued
      interest thereon to the Redemption Date and (ii) the Make-Whole Amount, if
      any, with respect to such Securities.

     

    Notice
      of
      redemption will be given by mail to Holders of Securities, not less than 30
      nor
      more than 60 days prior to the Redemption Date, all as provided in the
      Indenture.

     

    In
      the
      event of redemption of this Security in part only, a new Security or Securities
      for the unredeemed portion hereof shall be issued in the name of the Holder
      hereof upon the cancellation hereof.

     

    The
      Indenture contains provisions for defeasance at any time of (a) the entire
      indebtedness of the Operating Partnership on this Security and (b) certain
      restrictive covenants and the related defaults and Events of Default applicable
      to the Operating Partnership, in each case, upon compliance by the Operating
      Partnership with certain conditions set forth in the Indenture, which provisions
      apply to this Security.

     

    If
      an
      Event of Default with respect to the Securities shall occur and be continuing,
      the principal amount of the Securities may be declared due and payable in the
      manner and with the effect provided in the Indenture.

     

    As
      provided in and subject to the provisions of the Indenture, the Holder of this
      Security shall not have the right to institute any proceeding with respect
      to
      the Indenture or for the appointment of a receiver or trustee or for any other
      remedy thereunder, unless such Holder shall have previously given written notice
      to the Trustee of a continuing Event of Default with respect to the Securities,
      the Holders of not less than 25% in principal amount of the Securities of this
      series at the time outstanding shall have made written request to the Trustee
      to
      institute proceedings in respect of such Event of Default as Trustee and offered
      the Trustee reasonable indemnity and the Trustee shall not have received from
      the Holders of a majority in principal amount of Securities of this series
      at
      the time outstanding a direction inconsistent with such request, and shall
      have
      failed to institute any such proceeding, for 60 days after receipt of such
      notice, request and offer of indemnity. The foregoing shall not apply to any
      suit instituted by the Holder of this Security for the enforcement of any
      payment of the principal of, and Make-Whole Amount, if any, and interest on
      the
      Securities on or after the respective due dates expressed herein.

     

    The
      Indenture permits, with certain exceptions as therein provided, the amendment
      thereof and the modification of the rights and obligations of the Operating
      Partnership and the rights of the Holders of the Securities of each series
      to be
      affected under the Indenture at any time by the Operating Partnership and


     


    
      
        
        

      

      
        A-4

        
          

        

      

      
        
        

      

    


    the
      Trustee with the consent of the Holders of not less than a majority in principal
      amount of the Outstanding Securities of each series of Securities then
      Outstanding affected thereby. The Indenture also contains provisions permitting
      the Holders of specified percentages in principal amount of the Securities
      of
      each series at the time Outstanding, on behalf of the Holders of all Securities
      of such series, to waive compliance by the Operating Partnership with certain
      provisions of the Indenture and certain past defaults under the Indenture and
      their consequences. Any such consent or waiver by the Holder of this Security
      shall be conclusive and binding upon such Holder and upon all future Holders
      of
      this Security and of any Security issued upon the registration of transfer
      hereof or in exchange hereof or in lieu hereof, whether or not notation of
      such
      consent or waiver is made upon this Security.

     

    No
      reference herein to the Indenture and no provision of this Security or of the
      Indenture shall alter or impair the obligation of the Operating Partnership,
      which is absolute and unconditional, to pay the principal of (and Make-Whole
      Amount, if any) and interest on this Security at the times, place and rate,
      and
      in the coin or currency, herein prescribed.

     

    As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of this Security is registrable in the Security Register, upon
      surrender of this Security for registration of transfer at the office or agency
      of the Operating Partnership in any Place of Payment where the principal of
      (and
      Make-Whole Amount, if any) and interest on this Security are payable, duly
      endorsed by, or accompanied by a written instrument of transfer in form
      satisfactory, to the Operating Partnership and the Security Registrar duly
      executed by the Holder hereof or his attorney duly authorized in writing, and
      thereupon one or more new Securities of this series, of authorized denominations
      and for the same aggregate principal amount, will be issued to the designated
      transferee or transferees.

     

    The
      Securities of this series are issuable only in registered form without coupons
      in denominations of $2,000 and any integral multiple thereof. As provided in
      the
      Indenture and subject to certain limitations therein set forth, Securities
      of
      this series are exchangeable for a like aggregate principal amount of Securities
      of this series of a different authorized denomination, as requested by the
      Holder surrendering the same.

     

    No
      service charge shall be made for any such registration of transfer or exchange,
      but the Operating Partnership may require payment of a sum sufficient to cover
      any tax or other governmental charge payable in connection
      therewith.

     

    Prior
      to
      due presentment of this Security for registration of transfer, the Operating
      Partnership, the Trustee and any agent of the Operating Partnership or the
      Trustee may treat the Person in whose name this Security is registered as the
      owner hereof for all purposes, whether or not this Security be overdue, and
      neither the Operating Partnership, the Trustee nor any such agent shall be
      affected by notice to the contrary.

     

    No
      recourse shall be had for the payment of the principal of, Make-Whole Amount,
      if
      any, or interest in respect of this Security, or for any claim based hereon,
      or
      otherwise in respect hereof, or based on or in respect of the Indenture or
      any
      indenture supplemental thereto, against any past, present or future stockholder,
      employee, officer, director, incorporator, limited or general partner, as such,
      of the Operating Partnership or the General Partner or of any successor, either
      directly or through the Operating Partnership or the General Partner or any
      successor, whether by virtue of any constitution, statute or rule of law or
      by
      the enforcement of any assessment or penalty or otherwise, all such liability
      being, by the acceptance hereof and as part of the consideration for the issue
      hereof, expressly waived and released.

     

    All
      capitalized terms used in this Security which are defined in the Indenture
      shall
      have the meanings assigned to them in the Indenture.

     


    
      
        
        

      

      
        A-5

        
          

        

      

      
        
        

      

    


    THE
      INDENTURE AND THE SECURITIES, INCLUDING THIS SECURITY, SHALL BE GOVERNED BY
      AND
      CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

     

    Pursuant
      to a recommendation promulgated by the Committee on Uniform Security
      Identification Procedures, the Operating Partnership has caused “CUSIP” numbers
      to be printed on the Securities of this series as a convenience to the Holders
      of such Securities. No representation is made as to the correctness or accuracy
      of such CUSIP numbers as printed on the Securities, and reliance may be placed
      only on the other identification numbers printed hereon.

    


     


    
      
        
        

      

      
        A-6

        
          

        

      

      
        
        

      

    



    ASSIGNMENT
      FORM

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sells, assigns and transfers unto

     

    PLEASE
      INSERT SOCIAL

    SECURITY
      OR OTHER IDENTIFYING

    NUMBER
      OF
      ASSIGNEE

     

    [                      ]
      

     

     

     

      
        

      

    

    (Please
      Print or Typewrite Name and Address including Zip Code of Assignee)

     

    
      

    

    the
      within Security of First Industrial, L.P. and hereby does irrevocably constitute
      and appoint

     

    _________________________________________________________________________Attorney
      to transfer said Security on the books of First Industrial, L.P. with full
      power
      of substitution in the premises.

     

    Dated:

     

     

    NOTICE:
      The signature to this assignment must correspond with the name as it appears
      on
      the first page of the within Security in every particular, without alteration
      or
      enlargement or any change whatever.


    
      
        
        

      

      
        A-7