##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-Q
   þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    June 30,
    2009o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to       Commission file number 333-21873
      First Industrial,
    L.P.
 (Exact Name of Registrant as
    Specified in its Charter)
  Delaware

36-3924586(State or Other Jurisdiction
    of
    Incorporation or Organization)

(I.R.S. Employer
    Identification No.)    311 S. Wacker Drive, Suite 4000, Chicago,
    Illinois 60606
 (Address of Principal Executive
    Offices)
  (312) 344-4300
 (Registrants Telephone
    Number, Including Area Code)
  þ o
  Regulation S-T o o
  12b-2
  Large
    accelerated
    filer þ  Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller reporting
    company o (Do not check if a smaller
    reporting company)
  Rule 12b-2 o þ




---



##### 



FIRST
    INDUSTRIAL, L.P.
  Form 10-Q
  For the
    Period Ended June 30, 2009
  INDEX
   
 PagePART I: FINANCIAL INFORMATIONItem 1.


Financial Statements


2Consolidated Balance Sheets as of June 30,
    2009 and December 31, 2008 (As Adjusted)


2Consolidated Statements of Operations for the
    Three and Six Months Ended June 30, 2009 and June 30,
    2008 (As Adjusted)


3Consolidated Statements of Comprehensive Income
    for the Three and Six Months Ended June 30, 2009 and
    June 30, 2008 (As Adjusted)


4Consolidated Statements of Cash Flows for the Six
    Months Ended June 30, 2009 and June 30, 2008 (As
    Adjusted)


5Notes to Consolidated Financial Statements


6Item 2.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


25Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


39Item 4.


Controls and Procedures


39PART II: OTHER INFORMATIONItem 1.


Legal Proceedings


40Item 1A.


Risk Factors


40Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


40Item 3.


Defaults Upon Senior Securities


40Item 4.


Submission of Matters to a Vote of Security
    Holders


40Item 5.


Other Information


40Item 6.


Exhibits


40SIGNATURE


41EXHIBIT INDEX


42EX-31.1EX-31.2EX-32.1




---



##### Table of Contents



PART I:
    FINANCIAL INFORMATION  Item 1.
    Financial
    Statements  FIRST
    INDUSTRIAL, L.P.CONSOLIDATED BALANCE SHEETS
  (As Adjusted)June 30,


December 31,2009


2008(Unaudited)(In thousands except unit and per unit data)ASSETSAssets:Investment in Real Estate:Land

$
683,446


$
684,712Buildings and Improvements


2,293,017



2,274,041Construction in Progress


27,325



55,777Less: Accumulated Depreciation


(490,352
)


(455,302
)Net Investment in Real Estate


2,513,436



2,559,228Real Estate Held for Sale, Net of Accumulated Depreciation and
    Amortization of $3,116 and $2,251 at June 30, 2009 and
    December 31, 2008, respectively


23,078



21,117Investments in and Advances to Other Real Estate Partnerships


327,090



344,800Cash and Cash Equivalents


54,191



2,644Restricted Cash


1



97Tenant Accounts Receivable, Net


6,795



9,049Investments in Joint Ventures


16,180



16,299Deferred Rent Receivable, Net


30,598



28,372Deferred Financing Costs, Net


14,296



12,091Deferred Leasing Intangibles, Net


68,192



79,483Prepaid Expenses and Other Assets, Net


155,403



167,620Total Assets

$
3,209,260


$
3,240,800LIABILITIES AND PARTNERS CAPITALLiabilities:Mortgage Loans Payable, Net

$
213,926


$
77,396Senior Unsecured Debt, Net


1,373,010



1,511,955Unsecured Line of Credit


490,516



443,284Accounts Payable, Accrued Expenses and Other Liabilities, Net


102,954



144,070Deferred Leasing Intangibles, Net


25,077



27,077Rents Received in Advance and Security Deposits


22,843



22,995Leasing Intangibles Held for Sale, Net of Accumulated
    Amortization of $0 and $254 at June 30, 2009 and
    December 31, 2008, respectively






541Distributions Payable


452



13,846Total Liabilities


2,228,778



2,241,164Commitments and Contingencies






Partners Capital:General Partner Preferred Units (1,550 units issued and
    outstanding at June 30, 2009 and December 31, 2008,
    respectively) with a liquidation preference of $275,000,
    respectively


266,211



266,211General Partner Units (44,840,390 and 44,652,182 units
    issued and outstanding at June 30, 2009 and
    December 31, 2008, respectively)


624,623



634,255Limited Partners Units (5,532,929 and 5,806,203 units
    issued and outstanding at June 30, 2009 and
    December 31, 2008, respectively)


112,874



121,578Accumulated Other Comprehensive Loss


(23,226
)


(22,408
)Total Partners Capital


980,482



999,636Total Liabilities and Partners Capital

$
3,209,260


$
3,240,800    2




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.CONSOLIDATED STATEMENTS OF OPERATIONS
  (As Adjusted)





(As Adjusted)Three Months


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30,


June 30,


June 30,


June 30,2009


2008


2009


2008(Unaudited)(In thousands except per unit data)Revenues:Rental Income

$
59,082


$
58,575


$
119,240


$
115,011Tenant Recoveries and Other Income


20,239



25,971



42,681



49,287Construction Revenues


18,318



33,444



36,749



56,398Total Revenues


97,639



117,990



198,670



220,696Expenses:Property Expenses


28,445



28,233



58,194



57,011General and Administrative


11,575



22,782



21,564



46,057Restructuring Costs


72







4,816



Depreciation and Other Amortization


32,528



40,459



67,336



72,394Construction Expenses


17,789



32,432



35,672



54,733Total Expenses


90,409



123,906



187,582



230,195Other Income/(Expense):Interest Income


723



1,078



1,284



1,706Interest Expense


(29,352
)


(28,011
)


(57,450
)


(57,262
)Amortization of Deferred Financing Costs


(753
)


(712
)


(1,461
)


(1,425
)Gain From Early Retirement of Debt


3,986



1,489



3,986



1,489Mark-to-Market
    Gain on Interest Rate Protection Agreements


2,301







3,416



Total Other Income/(Expense)


(23,095
)


(26,156
)


(50,225
)


(55,492
)Loss from Continuing Operations Before Equity in Income of Other
    Real Estate Partnerships, Equity in Income of Joint Ventures and
    Income Tax Benefit


(15,865
)


(32,072
)


(39,137
)


(64,991
)Equity in Income of Other Real Estate Partnerships


3,718



32,064



8,246



41,163Equity in Income of Joint Ventures


1,551



3,268



1,580



6,570Income Tax Benefit


2,606



3,336



4,421



5,844(Loss) Income from Continuing Operations


(7,990
)


6,596



(24,890
)


(11,414
)Income from Discontinued Operations (Including Gain on Sale of
    Real Estate of $3,907 and $42,044 for the Three Months Ended
    June 30, 2009 and June 30, 2008, respectively, and
    $7,509 and $109,961 for the Six Months Ended June 30, 2009
    and June 30, 2008, respectively)


4,252



45,235



8,172



117,865(Provision) Benefit for Income Taxes Allocable to Discontinued
    Operations (Including $34 and $(3,362) allocable to Gain on Sale
    of Real Estate for the Three Months Ended June 30, 2009 and
    June 30, 2008, respectively, and $128 and $(3,608) for the
    Six Months Ended June 30, 2009 and June 30, 2008,
    respectively)


(43
)


(3,753
)


64



(4,159
)(Loss) Income Before Gain on Sale of Real Estate


(3,781
)


48,078



(16,654
)


102,292Gain on Sale of Real Estate






4,390



460



12,061Provision for Income Taxes Allocable to Gain on Sale of Real
    Estate






(1,104
)


(29
)


(2,696
)Net (Loss) Income


(3,781
)


51,364



(16,223
)


111,657Less: Preferred Unit Distributions


(4,824
)


(4,857
)


(9,681
)


(9,714
)Net (Loss) Income Available to Unitholders and Participating
    Securities

$
(8,605
)

$
46,507


$
(25,904
)

$
101,943Basic and Diluted Earnings Per Unit:(Loss) Income from Continuing Operations Available to Unitholders

$
(0.26
)

$
0.10


$
(0.68
)

$
(0.24
)Income From Discontinued Operations Available to Unitholders

$
0.08


$
0.82


$
0.16


$
2.26Net (Loss) Income Available to Unitholders

$
(0.17
)

$
0.92


$
(0.52
)

$
2.02Weighted Average Units Outstanding


49,975



49,416



49,947



49,411Net (Loss) Income Available to Unitholders Attributable to:General Partners

$
(7,680
)

$
40,743


$
(22,997
)

$
89,104Limited Partners


(925
)


5,764



(2,907
)


12,839Net (Loss) Income Available to Unitholders

$
(8,605
)

$
46,507


$
(25,904
)

$
101,943Distribution Declared per Unit Outstanding

$
0.00


$
0.72


$
0.00


$
1.44    3




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.CONSOLIDATED STATEMENTS OF COMPREHENSIVE
    INCOME
  (As Adjusted)





(As Adjusted)Three Months


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30,


June 30,


June 30,


June 30,2009


2008


2009


2008(Unaudited)(In thousands)Net (Loss) Income

$
(3,781
)

$
51,364


$
(16,223
)

$
111,657Mark-to-Market
    on Interest Rate Protection Agreements, Net of Income Tax
    Provision of $216 and $343 for the Three Months Ended
    June 30, 2009 and June 30, 2008, respectively, and
    $241 and $84 for the Six Months Ended June 30, 2009 and
    June 30, 2008, respectively


1,179



5,375



(1,036
)


3,533Amortization of Interest Rate Protection Agreements


38



(191
)


(168
)


(378
)Write-off of Unamortized Settlement of Interest Rate Protection
    Agreements


(63
)


455



(63
)


455Mark-to-Market
    on Available for Sale Mortgage Notes Receivable






(328
)






Foreign Currency Translation Adjustment, Net of Income Tax
    (Provision) Benefit of $(1,429) and $9 for the Three Months
    Ended June 30, 2009 and June 30, 2008, respectively,
    and $(926) and $390 for the Six Months Ended June 30, 2009
    and June 30, 2008, respectively


892



273



449



(388
)Other Comprehensive (Loss) Income

$
(1,735
)

$
56,948


$
(17,041
)

$
114,879    4




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  CONSOLIDATED STATEMENTS OF CASH
    FLOWS
  (As Adjusted)Six Months


Six MonthsEnded


EndedJune 30,


June 30,2009


2008(Unaudited)(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net (Loss) Income

$
(16,223
)

$
111,657Adjustments to Reconcile Net (Loss) Income to Net Cash Provided
    by Operating Activities:Depreciation


50,315



51,454Amortization of Deferred Financing Costs


1,461



1,425Other Amortization


26,533



30,084Provision for Bad Debt


1,825



1,498Equity in Income of Joint Ventures


(1,580
)


(6,570
)Distributions from Joint Ventures


1,120



8,182Gain on Sale of Real Estate


(7,969
)


(122,022
)Gain on Early Retirement of Debt


(3,986
)


(1,489
)Market-to-Market
    Gain on Interest Rate Protection Agreements


(3,416
)


Equity in Income of Other Real Estate Partnerships


(8,246
)


(41,163
)Distributions from Investment in Other Real Estate Partnerships


8,246



41,163(Increase) Decrease in Developments for Sale Costs


(14
)


1,860Decrease (Increase) in Tenant Accounts Receivable, Prepaid
    Expenses and Other
    Assets, Net


17,708



(19,878
)Increase in Deferred Rent Receivable


(3,003
)


(3,786
)Decrease in Accounts Payable, Accrued Expenses, Other
    Liabilities, Rents Received in Advance and Security Deposits


(16,906
)


(24,587
)Decrease in Restricted Cash


96



89Cash Book Overdraft






1,562Net Cash Provided by Operating Activities


45,961



29,479CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of and Additions to Investment in Real Estate


(43,810
)


(280,718
)Net Proceeds from Sales of Investments in Real Estate


16,711



333,748Investments in and Advances to Other Real Estate Partnerships


(7,074
)


(29,414
)Distributions from Other Real Estate Partnerships in Excess of
    Equity in Income


22,740



91,052Contributions to and Investments in Joint Ventures


(2,721
)


(10,916
)Distributions from Joint Ventures


5,823



3,050Funding of Notes Receivable






(10,325
)Repayment of Notes Receivable


2,821



21,151Increase in Restricted Cash






(65,799
)Net Cash (Used In) Provided by Investing Activities


(5,510
)


51,829CASH FLOWS FROM FINANCING ACTIVITIES:Offering Costs


(142
)


(13
)Unit Contributions






174Unit Distributions


(12,614
)


(72,502
)Preferred Unit Distributions


(10,461
)


(9,714
)Repurchase of Restricted Units


(722
)


(3,508
)Proceeds from Origination of Mortgage Loans Payable


143,755



Repayments on Mortgage Loans Payable


(6,843
)


(1,525
)Debt Issuance Costs


(3,713
)


(15
)Settlement of Interest Rate Protection Agreements


(7,491
)


Repayment of Senior Unsecured Debt


(136,699
)


(19,359
)Proceeds from Unsecured Line of Credit


46,000



356,000Repayments on Unsecured Line of Credit






(322,000
)Net Cash Provided by (Used in) Financing Activities


11,070



(72,462
)Net Effect of Exchange Rate Changes on Cash and Cash Equivalents


26



(16
)Net Increase in Cash and Cash Equivalents


51,521



8,846Cash and Cash Equivalents, Beginning of Period


2,644



4,696Cash and Cash Equivalents, End of Period

$
54,191


$
13,526    5




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    (Unaudited)
    (In thousands except Unit and per Unit data)
  1.
    Organization
    and Formation of Partnership              2.
    Current
    Business Risks and Uncertainties     6




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      
    Capital Retention We plan to retain capital
    by making per Unit distributions equivalent to the per share
    dividends the Company is required to make on its common stock to
    meet its minimum distribution requirements as a REIT. We did not
    pay common unit distributions in April 2009 or July 2009 and may
    not pay common unit distributions in future quarters in 2009
    depending on the Companys taxable income. If the Company
    is required to pay common stock dividends in 2009, we may elect
    to make common unit distributions through some combination of
    cash, common Units
    and/or the
    Companys common shares.
    Mortgage Financing During the three months
    ended June 30, 2009, we paid off and retired our 2009 Notes
    in the principal amount of $125,000 and our secured mortgage
    debt maturing in July 2009 in the amount of $5,025. We used
    funds obtained via three mortgage financings that closed during
    the three months ended June 30, 2009 to pay off the debt
    maturities (see Note 6). These mortgage financings comply
    with all covenants contained in our Unsecured Line of Credit and
    our senior debt securities, including coverage ratios and total
    indebtedness, total unsecured indebtedness and total secured
    indebtedness limitations. We are in active discussions with
    various lenders regarding the origination of additional mortgage
    financing and the terms and conditions thereof. No assurances
    can be made that additional secured financing will be obtained.
    Asset Sales We sold five industrial
    properties and one land parcel during the six months ended
    June 30, 2009. We are in various stages of discussions with
    third parties for the sale of additional properties for the
    remainder of 2009 and plan to continue to market other
    properties for sale throughout 2009. If we are unable to sell
    properties on an advantageous basis, this may impair our
    liquidity and our ability to meet our financial covenants.      3.
    Summary
    of Significant Accounting Policies  Form 10-K Form 10-K)
 7




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Form 10-K
  Form 10-Q Form 10-K,
      Deferred
    Leasing Intangibles
    June 30,


December 31,2009


2008In-Place Leases

$
68,664


$
75,282Less: Accumulated Amortization


(29,000
)


(27,426
)$
39,664


$
47,856Above Market Leases

$
12,078


$
13,130Less: Accumulated Amortization


(2,128
)


(1,866
)$
9,950


$
11,264Tenant Relationships

$
24,945


$
25,361Less: Accumulated Amortization


(6,367
)


(4,998
)$
18,578


$
20,363Total Deferred Leasing Intangibles, Net

$
68,192


$
79,483     June 30,


December 31,2009


2008Below Market Leases

$
37,027


$
37,489Less: Accumulated Amortization


(11,950
)


(10,412
)Total Deferred Leasing Intangibles, Net

$
25,077


$
27,077    8




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Recent
    Accounting Pronouncements
    Form 10-Q.
  Form 10-Q.
       9




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
             10




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    AdjustmentsAdjustments


Related toRelated to


Adoption ofBalance Sheet as


Adoption of


Convertible


Balance SheetPreviously


Business


Debt


AsFiled - as of


Combination


Instrument


Adjusted - as ofDecember 31, 2008


Guidance


Guidance


December 31, 2008Deferred Financing Costs, Net

$
12,197


$



$
(106
)

$
12,091Prepaid Expenses and Other Assets, Net

$
167,889


$
(269
)

$



$
167,620Senior Unsecured Debt, Net

$
1,516,298


$



$
(4,343
)

$
1,511,955General Partner Units

$
629,856


$
(255
)

$
4,654


$
634,255Limited Partners Units

$
122,009


$
(14
)

$
(417
)

$
121,578Total Partners Capital

$
995,668


$
(269
)

$
4,237


$
999,636   4.
    Investments
    in and Advances to Other Real Estate Partnerships          June 30,


December 31,2009


2008ASSETSAssets:Investment in Real Estate, Net

$
290,994


$
303,262Other Assets, Net


59,421



56,505Total Assets

$
350,415


$
359,767LIABILITIES AND PARTNERS CAPITALLiabilities:Other Liabilities

$
20,181


$
11,670Partners Capital


330,234



348,097Total Liabilities and Partners Capital

$
350,415


$
359,767  11




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Three Months


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30,


June 30,


June 30,


June 30,2009


2008


2009


2008Total Revenues, Including Interest Income

$
10,397


$
9,809


$
21,906


$
19,701Property Expenses


(2,435
)


(3,518
)


(6,192
)


(6,676
)Interest Expense


(39
)






(39
)


Amortization of Deferred Financing Costs


(1
)






(1
)


Depreciation and Other Amortization


(4,278
)


(3,767
)


(8,380
)


(8,291
)Income from Continuing Operations


3,644



2,524



7,294



4,734Income from Discontinued Operations (Including Gain on Sale of
    Real Estate of $0 and $28,440 for the Three Months Ended
    June 30, 2009 and June 30, 2008, respectively, and
    $811 and $33,883 for the Six Months Ended June 30, 2009 and
    June 30, 2008, respectively)


110



29,898



1,024



36,871Loss on Sale of Real Estate






(53
)






(52
)Net Income

$
3,754


$
32,369


$
8,318


$
41,553   5.
    Investments
    in Joint Ventures and Property Management Services         12




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Three


For the SixMonths Ended


Months EndedJune 30,


June 30,


June 30,


June 30,2009


2008


2009


2008Contributions

$
987


$
5,332


$
2,721


$
10,414Distributions

$
3,905


$
6,652


$
6,943


$
11,232Fees

$
2,840


$
4,702


$
5,558


$
9,288   6.
    Mortgage
    Loans Payable, Net, Senior Unsecured Debt, Net and Unsecured
    Line of Credit    Outstanding




EffectiveBalance at


Interest

Interest(As Adjusted)


Rate at

Rate atJune 30,


December 31,


June 30,

June 30,2009


2008


2009

2009

Maturity DateSeptember 2009-Mortgage Loans Payable, Net

$
213,926


$
77,396


5.92%-9.25%

4.93%-9.25%

September 2024Unamortized Premiums


(1,335
)


(1,717
)Mortgage Loans Payable, Gross

$
212,591


$
75,679Senior Unsecured Debt, Net2016 Notes

$
194,558


$
194,524


5.750%

5.91%

01/15/162017 Notes


99,919



99,914


7.500%

7.52%

12/01/172027 Notes


15,057



15,056


7.150%

7.11%

05/15/272028 Notes


199,850



199,846


7.600%

8.13%

07/15/282011 Notes


199,898



199,868


7.375%

7.39%

03/15/112012 Notes


183,945



199,546


6.875%

6.85%

04/15/122032 Notes


49,491



49,480


7.750%

7.87%

04/15/322009 Notes






124,980


5.250%

4.10%

06/15/092014 Notes


115,668



114,921


6.420%

6.54%

06/01/142011 Exchangeable Notes*


196,446



195,657


4.625%

5.53%

09/15/112017 II Notes


118,178



118,163


5.950%

6.37%

05/15/17Subtotal

$
1,373,010


$
1,511,955Unamortized Discounts


14,790



16,545Senior Unsecured Debt, Gross

$
1,387,800


$
1,528,500Unsecured Line of Credit

$
490,516


$
443,284


1.339%

1.339%

09/28/12     *
    
    On September 25, 2006, we issued $175,000 of the 2011
    Exchangeable Notes which bears interest at a rate of 4.625%. We
    also granted the initial purchasers of the 2011 Exchangeable
    Notes an option exercisable until October 4, 2006 to
    purchase up to an additional $25,000 principal amount of the
    2011 Exchangeable Notes to cover over-allotments, if any (the
    Over-Allotment Option). On October 3, 2006, the
    initial purchasers of the 2011 Exchangeable Notes exercised
    their Over-Allotment Option with respect to $25,000 in principal
    amount of the 2011 Exchangeable Notes. With the exercise of the
    Over-Allotment Option, the aggregate principal amount of 2011
    Exchangeable Notes issued and outstanding is $200,000. The 2011
    Exchangeable Notes have an initial 13




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  exchange rate of 19.6356 shares of the Companys
    common stock per $1,000 principal amount, representing an
    exchange price of approximately $50.93 per common share which is
    an exchange premium of approximately 20% based on the last
    reported sale price of $42.44 per share of the Companys
    common stock on September 19, 2006.In connection with our offering of the 2011 Exchangeable Notes,
    we entered into capped call transactions (the capped call
    transactions) with affiliates of two of the initial
    purchasers of the 2011 Exchangeable Notes (the option
    counterparties) in order to increase the effective
    exchange price of the 2011 Exchangeable Notes to $59.42 per
    share of the Companys common stock, which represents an
    exchange premium of approximately 40% based on the last reported
    sale price of $42.44 per share of the Companys common
    stock on September 19, 2006. The aggregate cost of the
    capped call transactions was approximately $6,835. The capped
    call transactions are expected to reduce the potential dilution
    with respect to the Companys common stock upon exchange of
    the 2011 Exchangeable Notes to the extent the then market value
    per share of the Companys common stock does not exceed the
    cap price of the capped call transaction during the observation
    period relating to an exchange. The cost of the capped call is
    accounted for as a hedge and included in Partners Capital
    because the derivative is indexed to the Companys own
    stock and meets the scope exception within the derivative
    guidance.  25-year
  25-year
    30-year
   14




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      AmountRemainder of 2009

$
1,7832010


16,6142011


408,9382012


681,4102013


4,490Thereafter


977,672Total

$
2,090,907     Fair
    Value
    June 30, 2009


December 31, 2008Carrying


Fair


Carrying


FairAmount


Value


Amount


ValueMortgage Loans Payable

$
213,926


$
211,769


$
77,396


$
75,817Senior Unsecured Debt


1,373,010



934,126



1,511,955



1,033,283Unsecured Line of Credit


490,516



436,478



443,284



400,849Total

$
2,077,452


$
1,582,373


$
2,032,635


$
1,509,949    15




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   7.
    Partners
    Capital  lock-up one-for-one
  Unit
    Contributions:
      Distributions:
  (iii) 3-month
    Six Months EndedJune 30, 2009Distribution


Totalper Unit


DistributionSeries F Preferred Units

$
3,052.75


$
1,526Series G Preferred Units

$
3,618.00


$
905Series J Preferred Units

$
9,062.60


$
5,438Series K Preferred Units

$
9,062.60


$
1,812   8.
    Acquisition
    of Real Estate   16




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Intangible
    Assets Subject to Amortization in the Period of
    Acquisition
    Six Months


Six MonthsEnded


EndedJune 30, 2009


June 30, 2008In-Place Leases

$



$
8,737Above Market Leases

$



$
61Tenant Relationships

$



$
5,040Below Market Leases

$



$
(1,993
)     Six Months


Six MonthsEnded


EndedJune 30, 2009


June 30, 2008In-Place Leases


N/A



41Above Market Leases


N/A



43Tenant Relationships


N/A



93Below Market Leases


N/A



32   9.
    Sale of
    Real Estate, Real Estate Held for Sale and Discontinued
    Operations       17




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Three Months


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30, 2009


June 30, 2008


June 30, 2009


June 30, 2008Total Revenues

$
712


$
7,798


$
2,113


$
20,858Property Expenses


(155
)


(2,805
)


(700
)


(7,870
)Depreciation and Amortization


(212
)


(1,802
)


(750
)


(5,084
)Gain on Sale of Real Estate


3,907



42,044



7,509



109,961(Provision) Benefit for Income Taxes


(43
)


(3,753
)


64



(4,159
)Income from Discontinued Operations

$
4,209


$
41,482


$
8,236


$
113,706     10.
    Supplemental
    Information to Statements of Cash Flows    (As Adjusted)Six Months


Six MonthsEnded


EndedJune 30,


June 30,2009


2008Interest paid, net of capitalized interest

$
56,594


$
57,602Capitalized interest

$
281


$
4,232Supplemental schedule of noncash investing and financing
    activities:Distribution payable on units

$



$
36,420Distribution payable on preferred units

$
452


$
1,232Industrial property distribution from Other Real Estate
    Partnerships:Investment in real estate and deferred leasing intangibles, net

$
1,811


$
Prepaid expenses and other assets, net


289


$
Accounts payable, accrued expenses and other liabilities, net


(56
)

$
Total distribution

$
2,044


$
Exchange of limited partnership units for general partnership
    units:Limited partnership units

$
(5,796
)

$
(3,732
)General partnership units


5,796



3,732$



$
In conjunction with the property and land acquisitions, the
    following liabilities were assumed:Accounts payable and accrued expenses

$



$
(277
)Mortgage debt

$



$
(4,353
)Write-off of fully depreciated assets

$
(24,730
)

$
(30,599
)In conjunction with certain property sales, we provided seller
    financing:Mortgage notes receivable

$
11,620


$
40,282  18




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   11.
    Earnings
    Per Unit (EPU)    (As Adjusted)





(As Adjusted)Three Months


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJune 30,


June 30,


June 30,


June 30,2009


2008


2009


2008Numerator:(Loss) Income from Continuing Operations, Net of Income Tax

$
(7,990
)

$
6,596


$
(24,890
)

$
(11,414
)Gain on Sale of Real Estate, Net of Income Tax






3,286



431



9,365Preferred Distributions


(4,824
)


(4,857
)


(9,681
)


(9,714
)(Loss) Income from Continuing Operations Available


(12,814
)


5,025



(34,140
)


(11,763
)Income from Continuing Operations Allocable to Participating
    Securities






(117
)






(Loss) Income from Continuing Operations Available to Unitholders

$
(12,814
)

$
4,908


$
(34,140
)

$
(11,763
)Income from Discontinued Operations, Net of Income Tax

$
4,209


$
41,482


$
8,236


$
113,706Discontinued Operations Allocable to Participating Securities






(963
)






(2,121
)Income from Discontinued Operations Available to Unitholders

$
4,209


$
40,519


$
8,236


$
111,585Net (Loss) Income Available to Unitholders

$
(8,605
)

$
46,507


$
(25,904
)

$
101,943Net Income Allocable to Participating Securities






(1,080
)






(2,121
)Net (Loss) Income Available to Unitholders

$
(8,605
)

$
45,427


$
(25,904
)

$
99,822Denominator:Weighted Average Units  Basic


49,974,901



49,415,532



49,946,971



49,411,313Effect of Dilutive Securities of the Company that Result in the
    Issuance of General Partner Units:Employee and Director Common Stock Options






2,718







Weighted Average Units  Diluted


49,974,901



49,418,250



49,946,971



49,411,313Basic and Diluted EPU:(Loss) Income from Continuing Operations Available to Unitholders

$
(0.26
)

$
0.10


$
(0.68
)

$
(0.24
)Income from Discontinued Operations Available to Unitholders

$
0.08


$
0.82


$
0.16


$
2.26Net (Loss) Income Available to Unitholders

$
(0.17
)

$
0.92


$
(0.52
)

$
2.02    19




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          12.
    Restructuring
    Costs    13.
    Stock
    Based Compensation     20




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    June 30,2009Stock price

$
4.35Exercise price

$
7.94Expected dividend yield


0.0
%Expected stock volatility


171.0
%Risk-free interest rate


0.45
%Expected life (years)


0.31Value

$
0.84       14.
    Derivatives    Mark-to-Market
     21




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (iii) 3-month 30-year
    Fair Value As of


Fair Value As ofHedge Product

Notional Amount


Strike


Trade Date


Maturity Date


June 30, 2009


December 31, 2008Derivatives designated as hedging instruments:Forward-Starting Agreement 1

$
59,750



4.0725
%


January 2008



May 15, 2014


$



$
(3,429
)Forward-Starting Agreement 2


59,750



4.0770
%


January 2008



May 15, 2014







(3,452
)Interest Rate Swap Agreement


50,000



2.4150
%


March 2008



April 1, 2010



(682
)


(858
)Total derivatives designated as hedging instruments

$
169,500














$
(682
)

$
(7,739
)Derivatives not designated as hedging instruments:Series F Agreement*


50,000



5.2175
%


October 2008



October 1, 2013



(427
)


(3,073
)Total Derivatives

$
219,500











Total


$
(1,109
)

$
(10,812
)     *
    
    Fair value excludes quarterly settlement payment due on Series F
    Agreement. For the three months ended June 30, 2009, the
    quarterly payable was $204.    Three Months Ended


Six Months EndedJune 30,


June 30,


June 30,


June 30,Interest Rate Products*

Location on Statement

2009


2008


2009


2008Income Recognized in OCI
    (Effective Portion)

Mark-to-Market on Interest Rate Protection Agreements (OCI)

$
845


$
4,845


$
(1,408
)

$
3,410Amortization Reclassified from
    OCI into Income

Interest Expense

$
(38
)

$
191


$
168


$
378Gain Recognized in Income
    (Unhedged Position)

Mark-to-Market Gain on Interest Rate Protection Agreements

$
1,358


$



$
974


$
     *
    
    Includes Forward Starting Agreement 1, Forward Starting
    Agreement 2, Interest Rate Swap Agreement and interest rate
    protection agreements settled in previous periods.  Mark-to-Market
 22




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Mark-to-Market
        Fair Value Measurements at June 30, 2009 Using:Quoted Prices inActive Markets for


Significant Other


UnobservableJune 30,


Identical Assets


Observable Inputs


InputsDescription

2009


(Level 1)


(Level 2)


(Level 3)Liabilities:Interest Rate Swap Agreement

$
682






$
682



Series F Agreement

$
631










$
631     30-year
    Fair Value MeasurementsUsing SignificantUnobservable Inputs(Level 3)DerivativesBeginning liability balance at December 31, 2008

$
(3,073
)Total unrealized gains:Mark-to-Market
    Gain on Series F Agreement


2,442Ending liability balance at June 30, 2009

$
(631
)  23




---



##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   15.
    Commitments
    and Contingencies          16.
    Related
    Party Transactions    17.
    Subsequent
    Events  Form 10-Q,
       24




---



##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-Q.
  lease-up higher-than-expected Form 10-K Form 10-K), Form 10-Q,
  GENERAL
       25




---



##### Table of Contents



Form 10-Q. Form 10-K, Form 10-Q, Form 8-K
       MANAGEMENTS
    OVERVIEW
     26




---



##### Table of Contents



and/or
     27




---



##### Table of Contents



Current
    Business Risks and Uncertainties
        
    Capital Retention  We plan to retain
    capital by making per Unit distributions equivalent to the per
    share dividends the Company is required to make on its common
    stock to meet its minimum distribution requirements as a REIT.
    We did not pay common unit distributions in April 2009 or July
    2009 and may not pay common unit distributions in future
    quarters in 2009 depending on the Companys taxable income.
    If the Company is required to pay common stock dividends in
    2009, we may elect to make common unit distributions through
    some combination of cash, common Units
    and/or the
    Companys common shares.
    Mortgage Financing During the three months
    ended June 30, 2009, we paid off and retired our 2009 Notes
    in the principal amount of $125.0 million and our secured
    mortgage debt maturing in July 2009 in the amount of
    $5.0 million. We used funds obtained via three mortgage
    financings that closed during the three months ended
    June 30, 2009 to pay off the debt maturities (see
    Note 6 to the Consolidated Financial Statements). These
    mortgage financings comply with all covenants contained in our
    Unsecured Line of Credit and our senior debt securities,
    including coverage ratios and total indebtedness, total
    unsecured indebtedness and total secured indebtedness
    limitations. We are in active discussions with various lenders
    regarding the origination of additional mortgage financing and
    the terms and conditions thereof. No assurances can be made that
    additional secured financing will be obtained.
    Asset Sales We sold five industrial
    properties and one land parcel during the six months ended
    June 30, 2009. We are in various stages of discussions with
    third parties for the sale of additional properties for the
    remainder of 2009 and plan to continue to market other
    properties for sale throughout 2009. If we are unable to sell
    properties on an advantageous basis, this may impair our
    liquidity and our ability to meet our financial covenants.   28




---



##### Table of Contents



RESULTS
    OF OPERATIONS
  Comparison
    of Six Months Ended June 30, 2009 to Six Months Ended
    June 30, 2008
          29




---



##### Table of Contents



Six Months


Six MonthsEnded


EndedJune 30, 2009


June 30, 2008


$ Change


% Change($ in 000s)REVENUESSame Store Properties

$
133,127


$
144,297


$
(11,170
)


(7.7
)%Acquired Properties


11,624



3,683



7,941



215.6
%Sold Properties


971



19,644



(18,673
)


(95.1
)%(Re)Developments and Land, Not Included Above


9,507



2,819



6,688



237.2
%Other


8,805



14,713



(5,908
)


(40.2
)%$
164,034


$
185,156


$
(21,122
)


(11.4
)%Discontinued Operations


(2,113
)


(20,858
)


18,745



(89.9
)%Subtotal Revenues

$
161,921


$
164,298


$
(2,377
)


(1.4
)%Construction Revenues


36,749



56,398



(19,649
)


(34.8
)%Total Revenues

$
198,670


$
220,696


$
(22,026
)


(10.0
)%     Six Months


Six MonthsEnded


EndedJune 30, 2009


June 30, 2008


$ Change


% Change($ in 000s)PROPERTY AND CONSTRUCTION EXPENSESSame Store Properties

$
44,805


$
46,578


$
(1,773
)


(3.8
)%Acquired Properties


2,340



785



1,555



198.1
%Sold Properties


452



6,972



(6,520
)


(93.5
)%(Re)Developments and Land, Not Included Above


4,213



2,469



1,744



70.6
%Other


7,084



8,077



(993
)


(12.3
)%$
58,894


$
64,881


$
(5,987
)


(9.2
)%Discontinued Operations


(700
)


(7,870
)


7,170



(91.1
)%Total Property Expenses

$
58,194


$
57,011


$
1,183



2.1
%Construction Expenses


35,672



54,733



(19,061
)


(34.8
)%Total Property and Construction Expenses

$
93,866


$
111,744


$
(17,878
)


(16.0
)%    30




---



##### Table of Contents



Six Months


Six MonthsEnded


EndedJune 30, 2009


June 30, 2008


$ Change


% Change($ in 000s)DEPRECIATION and OTHER AMORTIZATIONSame Store Properties

$
55,965


$
66,227


$
(10,262
)


(15.5
)%Acquired Properties


6,207



2,796



3,411



122.0
%Sold Properties


208



4,661



(4,453
)


(95.5
)%(Re)Developments and Land, Not Included Above and Other


4,563



2,820



1,743



61.8
%Corporate Furniture, Fixtures and Equipment


1,143



974



169



17.4
%$
68,086


$
77,478


$
(9,392
)


(12.1
)%Discontinued Operations


(750
)


(5,084
)


4,334



(85.2
)%Total Depreciation and Other Amortization

$
67,336


$
72,394


$
(5,058
)


(7.0
)%            31




---



##### Table of Contents



30-year
  Mark-to-Market
            Six Months


Six MonthsEnded


EndedJune 30, 2009


June 30, 2008($ in 000s)Total Revenues

$
2,113


$
20,858Property Expenses


(700
)


(7,870
)Depreciation and Amortization


(750
)


(5,084
)Gain on Sale of Real Estate


7,509



109,961Benefit (Provision) for Income Taxes


64



(4,159
)Income from Discontinued Operations

$
8,236


$
113,706      32




---



##### Table of Contents



Comparison
    of Three Months Ended June 30, 2009 to Three Months Ended
    June 30, 2008
          Three Months


Three MonthsEnded


EndedJune 30, 2009


June 30, 2008


$ Change


% Change($ in 000s)REVENUESSame Store Properties

$
65,222


$
72,154


$
(6,932
)


(9.6
)%Acquired Properties


5,688



2,851



2,837



99.5
%Sold Properties


108



7,113



(7,005
)


(98.5
)%(Re)Developments and Land, Not Included Above


4,721



1,650



3,071



186.1
%Other


4,294



8,576



(4,282
)


(49.9
)%$
80,033


$
92,344


$
(12,311
)


(13.3
)%Discontinued Operations


(712
)


(7,798
)


7,086



(90.9
)%Subtotal Revenues

$
79,321


$
84,546


$
(5,225
)


(6.2
)%Construction Revenues


18,318



33,444



(15,126
)


(45.2
)%Total Revenues

$
97,639


$
117,990


$
(20,351
)


(17.2
)%  33




---



##### Table of Contents



Three Months


Three MonthsEnded


EndedJune 30, 2009


June 30, 2008


$ Change


% Change($ in 000s)PROPERTY AND CONSTRUCTION EXPENSESSame Store Properties

$
20,898


$
22,691


$
(1,793
)


(7.9
)%Acquired Properties


1,183



600



583



97.2
%Sold Properties


24



2,514



(2,490
)


(99.0
)%(Re)Developments and Land, Not Included Above


2,034



1,438



596



41.4
%Other


4,461



3,795



666



17.5
%$
28,600


$
31,038


$
(2,438
)


(7.9
)%Discontinued Operations


(155
)


(2,805
)


2,650



(94.5
)%Total Property Expenses

$
28,445


$
28,233


$
212



0.8
%Construction Expenses


17,789



32,432



(14,643
)


(45.1
)%Total Property and Construction Expenses

$
46,234


$
60,665


$
(14,431
)


(23.8
)%         34




---



##### Table of Contents



Three Months


Three MonthsEnded


EndedJune 30, 2009


June 30, 2008


$ Change


% Change($ in 000s)DEPRECIATION and OTHER AMORTIZATIONSame Store Properties

$
26,948


$
36,711


$
(9,763
)


(26.6
)%Acquired Properties


2,891



2,113



778



36.8
%Sold Properties


4



1,604



(1,600
)


(99.8
)%(Re)Developments and Land, Not Included Above and Other


2,351



1,320



1,031



78.1
%Corporate Furniture, Fixtures and Equipment


546



513



33



6.4
%$
32,740


$
42,261


$
(9,521
)


(22.5
)%Discontinued Operations


(212
)


(1,802
)


1,590



(88.2
)%Total Depreciation and Other Amortization

$
32,528


$
40,459


$
(7,931
)


(19.6
)%             Mark-to-Market
       35




---



##### Table of Contents



Three Months


Three MonthsEnded


EndedJune 30, 2009


June 30, 2008($ in 000s)Total Revenues

$
712


$
7,798Property Expenses


(155
)


(2,805
)Depreciation and Amortization


(212
)


(1,802
)Gain on Sale of Real Estate


3,907



42,044Provision for Income Taxes


(43
)


(3,753
)Income from Discontinued Operations

$
4,209


$
41,482         LIQUIDITY
    AND CAPITAL RESOURCES
    and/or
   36




---



##### Table of Contents



Six
    Months Ended June 30, 2009
             37




---



##### Table of Contents



Market
    Risk
    Interest
    Rate Risk
            Foreign
    Currency Exchange Rate Risk
    Recent
    Accounting Pronouncements
   38




---



##### Table of Contents



Subsequent
    Events
  Form 10-Q,
        Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk    Item 4.
    Controls
    and Procedures  Rules 13(a)-15(e) Rules 13(a)-15(b)
   39




---



##### Table of Contents



PART II.
    OTHER INFORMATION Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    Factors    Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds    Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    Submission
    of Matters to a Vote of Security Holders    Item 5.
    Other
    Information    Item 6.
    Exhibits  ExhibitNumber

Description31
.1*

Certification of the Principal Executive Officer of First
    Industrial Realty Trust, Inc., registrants sole general
    partner, pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934, as amended.31
.2*

Certification of the Principal Financial Officer of First
    Industrial Realty Trust, Inc., registrants sole general
    partner, pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934, as amended.32
.1**

Certification of the Principal Executive Officer and the
    Principal Financial Officer of First Industrial Realty Trust,
    Inc., registrants sole general partner, pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes  Oxley Act of 2002.     *
    
    Filed herewith**
    
    Furnished herewith 40




---



##### Table of Contents



SIGNATURE      
  By:
    /s/  Scott
    A. Musil       41




---



##### Table of Contents



EXHIBIT INDEX  ExhibitNumber

Description31
.1*

Certification of the Principal Executive Officer of First
    Industrial Realty Trust, Inc., registrants sole general
    partner, pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934, as amended.31
.2*

Certification of the Principal Financial Officer of First
    Industrial Realty Trust, Inc., registrants sole general
    partner, pursuant to
    Rule 13a-14(a)
    under the Securities Exchange Act of 1934, as amended.32
.1**

Certification of the Principal Executive Officer and the
    Principal Financial Officer of First Industrial Realty Trust,
    Inc., registrants sole general partner, pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes  Oxley Act of 2002.     *
    
    Filed herewith**
    
    Furnished herewith 42