exv10w1






EXHIBIT 10.1




FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED

UNSECURED REVOLVING CREDIT AGREEMENT




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




RECITALS




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




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




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




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




AGREEMENTS




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



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



 









 




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




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




	 	(a)	 	No Event of Default or Potential Default then
exists.
	 
	 	(b)	 	This Amendment shall have been executed by
Borrower, Administrative Agent, the Required Lenders, and each
of the Lenders whose Domestic Commitment or Revolving
Commitment is changing.
	 
	 	(c)	 	The representations and warranties set forth in
Paragraph 4 shall be true and correct as of such date.
	 
	 	(d)	 	Borrower shall have paid to Administrative
Agent for the account of the Lenders all fees due to Lenders in
connection with this Amendment.





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




     4. Borrower hereby represents and warrants that:




	 	(a)	 	no Event of Default or Default exists under the
Loan Documents;
	 
	 	(b)	 	the Loan Documents are in full force and effect
and Borrower has no defenses or offsets to, or claims or
counterclaims relating to, its obligations under the Loan
Documents;
	 
	 	(c)	 	no changes have been made to the organizational
documents of the Borrower since the date of the Credit
Agreement unless such changes have been previously provided to
Administrative Agent;
	 
	 	(d)	 	there has been no material adverse change in
the financial condition of Borrower since March 31, 2008, and
	 
	 	(e)	 	Borrower has full power and authority to
execute this Amendment and no consents are required for such
execution other than any consents which have already been
obtained.




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          Borrower agrees that all of its representations and warranties set forth in Article VI of the
Credit Agreement and elsewhere in the Credit Agreement are true in all material respects (except
with respect to matters which have been disclosed in writing to and approved by the Required
Lenders), except that the Borrower has not updated any Schedules referred to in such Article VI and
the financial statements required under Section 8.2(i) of the Credit Agreement except with respect
to any change otherwise required to be disclosed which could reasonably be expected to have a
Material Adverse Effect.




     5. Except as specifically modified hereby, the Credit Agreement is and remains unmodified and
in full force and effect and is hereby ratified and confirmed. All references in the Loan
Documents to the “Credit Agreement” or the “Revolving Credit Agreement” henceforth shall be deemed
to refer to the Credit Agreement as amended by this Amendment.



     6. General Partner, in its capacity as Guarantor, hereby consents to the amendment to the
Credit Agreement contained herein and reaffirms its obligations under the Guaranty delivered by it
dated as of September 28, 2007.



     7. This Amendment may be executed in any number of counterparts, all of which taken together
shall constitute one agreement, and any of the parties hereto may execute this Amendment by signing
any such counterpart. This Amendment shall be construed in accordance with the internal laws (and
not the law of conflicts) of the State of Illinois, but giving effect to federal laws applicable to
national banks.



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          IN WITNESS WHEREOF, the Borrower, the Guarantor, the Lenders and the Administrative Agent have
executed this Amendment as of the date first above written.




	 	 	 	 	 
	BORROWER:	 	FIRST INDUSTRIAL, L.P.
	 
	 	 	 	 
	 

	 	By:
	 	FIRST INDUSTRIAL REALTY TRUST, INC.,
	 

	 	 	 	its General Partner






	 	 	 	 	 
	 

	 	By:
	 	/s/ Scott Musil
	 

	 	 	 	 
	 

	 	Title:
	 	Scott Musil, Its CAO and Treasurer






	 	 	 	 	 
	GENERAL PARTNER:	 	FIRST INDUSTRIAL REALTY TRUST, INC.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Scott Musil
	 

	 	 	 	 
	 

	 	Title:
	 	Scott Musil, Its CAO and Treasurer






S-1









 






	 	 	 	 	 	 	 
	LENDERS:	 	JPMORGAN CHASE BANK, N.A., Individually and as	 	 
	 

	 	Administrative Agent
	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Title:
	 	/s/ Vanessa Chiu
 

Vanessa Chiu, Vice President
	 	 






S-2









 






	 	 	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION,	 	 
	 	 	Individually and as Syndication Agent:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Cynthia A. Bean
 

Cynthia A. Bean
	 	 
	 

	 	Title:
	 	Vice President	 	 






S-3









 






	 	 	 	 	 
	 	 	REGIONS BANK, Individually and as Documentation Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Lori Chambers
	 

	 	 	 	 
	 

	 	Name:
	 	Lori Chambers
	 

	 	Title:
	 	Vice President






S-4









 






	 	 	 	 	 
	 	 	U.S. BANK, NATIONAL ASSOCIATION, Individually and as
Documentation Agent:
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Dennis Redpath
	 

	 	 	 	 
	 

	 	Name:
	 	Dennis Redpath
	 

	 	Title:
	 	Senior Vice President






S-5









 






	 	 	 	 	 
	 	 	COMERICA BANK, Individually and as Co-Agent:
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Leslie A. Vogel
	 

	 	 	 	 
	 

	 	Name:
	 	Leslie A. Vogel
	 

	 	Title:
	 	Vice President






S-6









 






	 	 	 	 	 	 	 
	 	 	PNC BANK, NATIONAL ASSOCIATION, Individually and as Co-Agent:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Dennis Owen Gallagher	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Dennis Owen Gallagher	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






S-7









 






	 	 	 	 	 	 	 
	 	 	WELLS FARGO BANK NATIONAL ASSOCIATION, Individually and as
Co-Agent:	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Marla S. Bergrin	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Marla S. Bergrin	 	 
	 

	 	Title:
	 	Vice President	 	 







S-8












 





	 	 	 	 	 	 	 
	 	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ John Feeney	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	John Feeney	 	 
	 

	 	Title:
	 	Vice President	 	 






S-9









 





	 	 	 	 	 	 	 
	 	 	SUNTRUST BANK	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Nancy Richards	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Nancy Richards	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






S-10









 






	 	 	 	 	 	 	 
	 	 	THE NORTHERN TRUST COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Robert W. Wiarda	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Robert W. Wiarda	 	 
	 

	 	Title:
	 	Vice President	 	 






S-11









 






	 	 	 	 	 	 	 
	 	 	CHEVY CHASE BANK, F.S.B.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 






S-12









 






	 	 	 	 	 	 	 
	 	 	FIRST COMMERCIAL BANK NEW YORK AGENCY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Yu-Mei Hsiao	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Yu-Mei Hsiao	 	 
	 

	 	Title:
	 	Assistant General Manager	 	 






S-13









 





EXHIBIT A




COMMITMENT AMOUNTS




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Domestic	 	Global
	Bank	 	Title	 	Allocation	 	Allocation
	JPMorgan Chase Bank, N.A.

	 	Administrative Agent
	 	$	35,000,000	 	 	$	35,000,000	 
	Wachovia Bank, National
Association

	 	Syndication Agent
	 	 	35,000,000	 	 	 	35,000,000	 
	US Bank, N.A.

	 	Co-Documentation Agent
	 	 	30,000,000	 	 	 	30,000,000	 
	PNC Bank, National
Association

	 	Co-Agent
	 	 	20,000,000	 	 	 	20,000,000	 
	The Bank of
Tokyo-Mitsubishi UFJ,
Ltd.

	 	 	 	 	15,000,000	 	 	 	15,000,000	 
	SunTrust Bank

	 	 	 	 	13,500,000	 	 	 	13,500,000	 
	The Northern Trust
Company

	 	 	 	 	12,500,000	 	 	 	12,500,000	 
	Regions Bank

	 	Co-Documentation Agent
	 	 	60,000,000	 	 	 	0	 
	Comerica Bank

	 	Co-Agent
	 	 	40,000,000	 	 	 	0	 
	Wells Fargo Bank

	 	Co-Agent
	 	 	38,000,000	 	 	 	0	 
	First Commercial Bank

	 	 	 	 	20,000,000	 	 	 	0	 
	Chevy Chase Bank, F.S.B.

	 	 	 	 	20,000,000	 	 	 	0	 
	 	 	 	 	 
	Total

	 	 	 	$	339,000,000	 	 	$	161,000,000	 
	 	 	 	 	 







Exhibit A