##### 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
    March 31, 2010o

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 3900, 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
  Rule 12b-2
  Large
    accelerated
    filer o  Accelerated
    filer þ
    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 March 31, 2010
  INDEX
   
 PagePART I: FINANCIAL INFORMATIONItem 1.


Financial Statements


2Consolidated Balance Sheets as of March 31,
    2010 and December 31, 2009


2Consolidated Statements of Operations for the
    Three Months Ended March 31, 2010 and March 31,
    2009


3Consolidated Statements of Comprehensive Income
    for the Three Months Ended March 31, 2010 and
    March 31, 2009


4Consolidated Statements of Cash Flows for the
    Three Months Ended March 31, 2010 and March 31,
    2009


5Notes to Consolidated Financial Statements


6Item 2.


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


24Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


36Item 4.


Controls and Procedures


36PART II: OTHER INFORMATIONItem 1.


Legal Proceedings


37Item 1A.


Risk Factors


37Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


37Item 3.


Defaults Upon Senior Securities


37Item 4.


(Removed and Reserved)


37Item 5.


Other Information


37Item 6.


Exhibits


38SIGNATURE


39EXHIBIT INDEX


40EX-31.1EX-31.2EX-32.1




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##### Table of Contents



PART I:
    FINANCIAL INFORMATION  Item 1.
    Financial
    Statements   FIRST
    INDUSTRIAL, L.P.
  CONSOLIDATED
    BALANCE SHEETS
  March 31,


December 31,2010


2009(Unaudited)(In thousands except unit and per unit data)ASSETSAssets:Investment in Real Estate:Land

$
649,067


$
661,945Buildings and Improvements


2,283,376



2,279,814Construction in Progress


11,178



23,332Less: Accumulated Depreciation


(537,154
)


(521,021
)Net Investment in Real Estate


2,406,467



2,444,070Real Estate Held for Sale, Net of Accumulated Depreciation and
    Amortization of $0 and $1,752 at March 31, 2010 and
    December 31, 2009, respectively


4,309



29,154Investments in and Advances to Other Real Estate Partnerships


284,483



307,806Cash and Cash Equivalents


105,128



181,147Restricted Cash


21,933



90Tenant Accounts Receivable, Net


3,402



1,818Investments in Joint Ventures


8,436



8,788Deferred Rent Receivable, Net


35,866



33,561Deferred Financing Costs, Net


13,854



14,659Deferred Leasing Intangibles, Net


48,760



51,796Prepaid Expenses and Other Assets, Net


129,168



127,521Total Assets

$
3,061,806


$
3,200,410LIABILITIES AND PARTNERS CAPITALLiabilities:Mortgage and Other Loans Payable, Net

$
388,732


$
370,809Senior Unsecured Debt, Net


982,308



1,140,114Unsecured Line of Credit


497,224



455,244Accounts Payable, Accrued Expenses and Other Liabilities, Net


81,873



106,128Deferred Leasing Intangibles, Net


20,821



21,871Rents Received in Advance and Security Deposits


23,527



22,953Total Liabilities


1,994,485



2,117,119Commitments and Contingencies






Partners Capital:General Partner Preferred Units (1,550 units issued and
    outstanding at March 31, 2010 and December 31, 2009,
    respectively) with a liquidation preference of $275,000,
    respectively


266,211



266,211General Partner Units (63,269,769 and 61,845,214 units
    issued and outstanding at March 31, 2010 and
    December 31, 2009, respectively)


710,321



724,852Limited Partners Units (5,389,229 and 5,390,737 units
    issued and outstanding at March 31, 2010 and
    December 31, 2009, respectively)


110,300



112,214Accumulated Other Comprehensive Loss


(19,511
)


(19,986
)Total Partners Capital


1,067,321



1,083,291Total Liabilities and Partners Capital

$
3,061,806


$
3,200,410    2




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2010


2009(Unaudited)(In thousands except per unit data)Revenues:Rental Income

$
57,514


$
59,226Tenant Recoveries and Other Income


20,899



22,222Construction Revenues


270



18,431Total Revenues


78,683



99,879Expenses:Property Expenses


29,220



29,340General and Administrative


8,894



9,989Restructuring Costs


264



4,744Impairment of Real Estate


9,155



Depreciation and Other Amortization


30,410



34,305Construction Expenses


209



17,883Total Expenses


78,152



96,261Other Income (Expense):Interest Income


1,086



561Interest Expense


(27,043
)


(28,098
)Amortization of Deferred Financing Costs


(792
)


(708
)Mark-to-Market
    (Loss) Gain on Interest Rate Protection Agreements


(134
)


1,115Gain From Early Retirement of Debt


355



Total Other Income (Expense)


(26,528
)


(27,130
)Loss from Continuing Operations Before Equity in Income of Other
    Real Estate Partnerships, Equity in (Loss) Income of Joint
    Ventures and Income Tax (Provision) Benefit


(25,997
)


(23,512
)Equity in Income of Other Real Estate Partnerships


2,833



4,528Equity in (Loss) Income of Joint Ventures


(459
)


29Income Tax (Provision) Benefit


(111
)


1,837Loss from Continuing Operations


(23,734
)


(17,118
)Income from Discontinued Operations (Including Gain on Sale of
    Real Estate of $4,008 and $3,602 for the Three Months Ended
    March 31, 2010 and March 31, 2009, respectively)


4,252



4,160Benefit for Income Taxes Allocable to Discontinued Operations
    (Including $0 and $93 allocable to Gain on Sale of Real Estate
    for the Three Months Ended March 31, 2010 and
    March 31, 2009, respectively)






85Loss Before Gain on Sale of Real Estate


(19,482
)


(12,873
)Gain on Sale of Real Estate


1,073



460Provision for Income Taxes Allocable to Gain on Sale of Real
    Estate


(394
)


(29
)Net Loss


(18,803
)


(12,442
)Less: Preferred Unit Distributions


(4,960
)


(4,857
)Net Loss Available to Unitholders and Participating Securities

$
(23,763
)

$
(17,299
)Basic and Diluted Earnings Per Unit:Loss from Continuing Operations

$
(0.42
)

$
(0.43
)Income From Discontinued Operations

$
0.06


$
0.09Net Loss Available to Unitholders

$
(0.35
)

$
(0.35
)Weighted Average Units Outstanding


67,187



49,919Net Loss Available to Unitholders Attributable to:General Partners

$
(21,867
)

$
(15,317
)Limited Partners


(1,896
)


(1,982
)Net Loss Available to Unitholders

$
(23,763
)

$
(17,299
)    3




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.



CONSOLIDATED
    STATEMENTS OF COMPREHENSIVE INCOME  Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2010


2009(Unaudited)(In thousands)Net Loss

$
(18,803
)

$
(12,442
)Mark-to-Market
    on Interest Rate Protection Agreements, Net of Income Tax
    Provision of $414 and $25 for the Three Months Ended
    March 31, 2010 and March 31, 2009, respectively


(567
)


(2,215
)Amortization of Interest Rate Protection Agreements


505



(206
)Write-off of Unamortized Settlement Amounts of Interest Rate
    Protection Agreements


(145
)


Foreign Currency Translation Adjustment, Net of Income Tax
    Benefit of $468 and $503 for the Three Months Ended
    March 31, 2010 and March 31, 2009, respectively


682



(432
)Other Comprehensive Loss

$
(18,328
)

$
(15,295
)    4




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2010


2009(Unaudited)(In thousands)CASH FLOWS FROM OPERATING ACTIVITIES:Net Loss

$
(18,803
)

$
(12,442
)Adjustments to Reconcile Net Loss to Net Cash (Used In) Provided
    by Operating Activities:Depreciation


23,806



25,304Amortization of Deferred Financing Costs


792



708Other Amortization


8,671



16,286Impairment of Real Estate


9,155



Provision for Bad Debt


513



563Equity in Loss (Income) of Joint Ventures


459



(29
)Distributions from Joint Ventures


500



101Gain on Sale of Real Estate


(5,081
)


(4,062
)Gain on Early Retirement of Debt


(355
)


Market-to-Market
    Loss (Gain) on Interest Rate Protection Agreements


134



(1,115
)Equity in Income of Other Real Estate Partnerships


(2,833
)


(4,528
)Distributions from Investment in Other Real Estate Partnerships


2,833



4,528Decrease in Developments for Sale Costs






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


(3,232
)


7,126Increase in Deferred Rent Receivable


(2,355
)


(1,548
)Decrease in Accounts Payable, Accrued Expenses, Other
    Liabilities, Rents Received in Advance and Security Deposits


(22,902
)


(17,760
)Decrease in Restricted Cash


3



Repayments of Discount on Senior Unsecured Debt


(1,775
)


Net Cash (Used In) Provided by Operating Activities


(10,470
)


13,145CASH FLOWS FROM INVESTING ACTIVITIES:Purchases of and Additions to Investment in Real Estate and
    Lease Costs


(13,696
)


(26,990
)Net Proceeds from Sales of Investments in Real Estate


43,515



12,472Investments in and Advances to Other Real Estate Partnerships


(99,143
)


(2,459
)Distributions from Other Real Estate Partnerships in Excess of
    Equity in Income


122,466



11,219Contributions to and Investments in Joint Ventures


(225
)


(1,735
)Distributions from Joint Ventures


725



2,937Repayment of Notes Receivable


228



Increase in Restricted Cash and Escrows


(22,732
)


Net Cash Provided by (Used In) Investing Activities


31,138



(4,556
)CASH FLOWS FROM FINANCING ACTIVITIES:Offering Costs


(4
)


Unit Contributions


5,970



Unit Distributions






(12,614
)Preferred Unit Distributions


(5,412
)


(6,089
)Repurchase and Retirement of Restricted Units


(268
)


(721
)Payments on Interest Rate Swap Agreement


(152
)


Proceeds from Origination of Mortgage Loans Payable


19,280



Repayments on Mortgage Loans Payable


(1,202
)


(905
)Debt Issuance Costs


(341
)


Repayments on Senior Unsecured Debt


(155,124
)


Costs Associated with Early Retirement of Debt


(877
)


Proceeds from Unsecured Line of Credit


51,500



46,000Repayments on Unsecured Line of Credit


(10,341
)


Net Cash (Used in) Provided by Financing Activities


(96,971
)


25,671Net Effect of Exchange Rate Changes on Cash and Cash Equivalents


284



(89
)Net (Decrease) Increase in Cash and Cash Equivalents


(76,303
)


34,260Cash and Cash Equivalents, Beginning of Period


181,147



2,644Cash and Cash Equivalents, End of Period

$
105,128


$
36,815    5




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##### 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             6




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2.
    Current
    Business Risks and Uncertainties          
    Capital Retention We plan to retain capital
    by maintaining a distribution policy that makes per unit
    distributions equivalent to the per share distributions the
    Company is required to make to meet its minimum distribution
    requirements as a REIT. The Operating Partnership has not made
    distributions to date in 2010 and may not make distributions in
    future quarters in 2010 depending on the Companys taxable
    income. If, to maintain its REIT status, the Company is required
    to pay common stock dividends with respect to 2010, the Company
    may elect to do so by distributing a combination of cash and
    common shares and the Operating Partnership would make
    corresponding distributions in cash and common units. Also, if
    the Company is not required to pay preferred stock dividends to
    maintain its REIT status, it may elect to suspend some or all
    preferred stock dividends for one or more fiscal quarters, which
    would aid compliance with the fixed charge coverage covenant
    under our Unsecured Line of Credit. If the Company did elect to
    suspend some or all preferred stock dividends for one or more
    fiscal quarters, the Operating Partnership would elect to
    suspend corresponding preferred stock unit distributions.
    Mortgage Financing During the three months
    ended March 31, 2010, we originated $19,280 in mortgage
    financings with maturities ranging from February 2015 to March
    2015 and an interest rate of 7.40% (see Note 6). We believe
    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 continue to engage various lenders regarding 7




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  the origination of additional mortgage financings and the terms
    and conditions thereof. To the extent additional mortgage
    financing is originated, we expect to use proceeds received to
    pay down other debt. No assurances can be made that additional
    mortgage financing will be obtained.  
    Equity Financing During the three months
    ended March 31, 2010, the Company issued
    875,402 shares of its common stock, generating
    approximately $5,970 in net proceeds, under the direct stock
    purchase component of the Companys Dividend Reinvestment
    and Direct Stock Purchase Plan (DRIP) (see
    Note 7). These proceeds were contributed to us in exchange
    for an equivalent number of Units. We may opportunistically
    access the equity markets again, subject to contractual
    restrictions, and may continue to issue shares under the direct
    stock purchase component of the DRIP. To the extent additional
    equity offerings occur, we expect to use the proceeds received
    to reduce our indebtedness.
    Asset Sales During the three months ended
    March 31, 2010, we sold three industrial properties and
    several land parcels for gross proceeds of $44,329 (see
    Note 9). We are in various stages of discussions with third
    parties for the sale of additional properties in 2010 and plan
    to continue to selectively market other properties for sale
    throughout 2010. We expect to use sales proceeds to pay down
    additional debt. If we are unable to sell properties on an
    advantageous basis, this may impair our liquidity and our
    ability to meet our financial covenants.
    Debt Reduction On February 8, 2010, we
    closed on a tender offer in which we purchased $72,702 of our
    senior unsecured debt maturing in 2011 (the 2011
    Notes), $66,236 of our senior unsecured debt maturing in
    2012 and $21,062 of our senior unsecured debt maturing in 2014.
    On April 26, 2010, we redeemed and retired the remaining
    outstanding balance of our 2011 Notes in the amount of $70,796.
    In connection with this redemption prior to maturity, we expect
    to recognize approximately $4.3 million as loss on early
    retirement of debt in the second quarter of 2010. We may from
    time to time repay additional amounts of our outstanding debt.
    Any repayments would depend upon prevailing market conditions,
    our liquidity requirements, contractual restrictions and other
    factors we consider important. Future repayments may materially
    impact our liquidity, future tax liability and results of
    operations.    3.
    Summary
    of Significant Accounting Policies  Form 10-K Form 10-K) Form 10-K
  Form 10-Q Form 10-K,
   8




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Restricted
    Cash
  and/or
  Deferred
    Leasing Intangibles
    March 31,


December 31,2010


2009In-Place Leases

$
59,395


$
61,338Less: Accumulated Amortization


(29,369
)


(29,069
)$
30,026


$
32,269Above Market Leases

$
4,950


$
4,999Less: Accumulated Amortization


(1,611
)


(1,546
)$
3,339


$
3,453Tenant Relationships

$
23,178


$
23,197Less: Accumulated Amortization


(7,783
)


(7,123
)$
15,395


$
16,074Total Deferred Leasing Intangibles, Net

$
48,760


$
51,796     March 31,


December 31,2010


2009Below Market Leases

$
33,336


$
34,090Less: Accumulated Amortization


(12,515
)


(12,219
)Total Deferred Leasing Intangibles, Net

$
20,821


$
21,871     Recent
    Accounting Pronouncements
   9




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    4.
    Investments
    in and Advances to Other Real Estate Partnerships        March 31,


December 31,2010


2009ASSETSAssets:Investment in Real Estate, Net

$
283,571


$
280,796Note Receivable


259,259



264,740Other Assets, Net


56,802



78,100Total Assets

$
599,632


$
623,636LIABILITIES AND PARTNERS CAPITALLiabilities:Mortgage Loans Payable

$
40,345


$
32,165Other Liabilities


9,716



9,515Partners Capital


549,571



581,956Total Liabilities and Partners Capital

$
599,632


$
623,636     Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2010


2009Total Revenues (including Interest Income)

$
14,881


$
11,433Property Expenses


(3,465
)


(3,739
)Interest Expense


(652
)


Amortization of Deferred Financing Costs


(29
)


Depreciation and Other Amortization


(4,058
)


(4,061
)Income from Continuing Operations


6,677



3,633Income from Discontinued Operations (Including Gain on Sale of
    Real Estate of $0 and $811 for the Three Months Ended
    March 31, 2010 and March 31, 2009, respectively)






931Net Income

$
6,677


$
4,564  10




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.
    Investments
    in Joint Ventures and Property Management Services              Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2010


2009Contributions

$
225


$
1,735Distributions

$
1,225


$
3,038Fees

$
2,067


$
2,718  11




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Mortgage
    and Other Loans Payable, Net, Senior Unsecured Debt, Net and
    Unsecured Line of Credit    EffectiveOutstanding

Interest

InterestBalance at

Rate at

Rate atMarch 31,

December 31,

March 31,

March 31,2010

2009

2010

2010

Maturity DateMortgage and Other Loans Payable, Net

$
388,732


$
370,809


5.92%-9.25%

4.93%-9.25%

December 2010-
    September 2024Unamortized Premiums


(871
)


(1,025
)Mortgage and Other Loans Payable, Gross

$
387,861


$
369,784Senior Unsecured Debt, Net2016 Notes

$
159,857


$
159,843


5.750%

5.91%

01/15/162017 Notes


87,189



87,187


7.500%

7.52%

12/01/172027 Notes


13,559



13,559


7.150%

7.11%

05/15/272028 Notes


189,863



189,862


7.600%

8.13%

07/15/282011 Notes


70,776



143,447


7.375%

7.39%

03/15/112012 Notes


77,719



143,837


6.875%

6.85%

04/15/122032 Notes


34,656



34,651


7.750%

7.87%

04/15/322014 Notes


85,916



105,253


6.420%

6.54%

06/01/142011 Exchangeable Notes*


145,160



144,870


4.625%

5.53%

09/15/112017 II Notes


117,613



117,605


5.950%

6.37%

05/15/17Subtotal

$
982,308


$
1,140,114Unamortized Discounts


8,997



11,191Senior Unsecured Debt, Gross

$
991,305


$
1,151,305Unsecured Line of Credit Total

$
497,224


$
455,244


1.259%

1.259%

09/28/12     *
    
    The 2011 Exchangeable Notes have an initial exchange rate of
    19.6356 shares of our 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
    our 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 in order to increase
    the effective exchange price of the 2011 Exchangeable Notes to
    $59.42 per share of our common stock, which represents an
    exchange premium of approximately 40% based on the last reported
    sale price of $42.44 per share of the our 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 our common stock upon exchange of the 2011
    Exchangeable Notes to the extent the then market value per share
    of our 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 First Industrial Realty Trust, Inc.s
    Stockholders Equity because the derivative is indexed to
    our own stock and meets the scope exception within the
    derivative guidance. 12




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##### Table of Contents



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



PropertyIndustrial



CarryingProperties



Value atMortgage


Loan


Interest


Origination

Maturity

Amortization

Collateralizing

GLA

March 31,Financing


Principal


Rate


Date

Date

Period

Mortgage

(In millions)

2010I


$
7,780



7.40
%

January 28, 2010

February 5, 2015

25-year

1

0.1

$
9,581II



7,200



7.40
%

January 28, 2010

February 5, 2015

25-year

1

0.2


7,752III



4,300



7.40
%

February 17, 2010

March 5, 2015

25-year

1

0.2


7,136$
19,280
















$
24,469         PrincipalAmountRepurchased


Purchase Price2011 Notes

$
72,702


$
72,7012012 Notes


66,236



66,2342014 Notes


21,062



17,964$
160,000


$
156,899      13




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    AmountRemainder of 2010

$
17,3002011


228,9182012


598,1302013


6,8622014


199,071Thereafter


826,109Total

$
1,876,390       Fair
    Value
    March 31, 2010


December 31, 2009Carrying


Fair


Carrying


FairAmount


Value


Amount


ValueMortgage and Other Loans Payable

$
388,732


$
409,322


$
370,809


$
375,284Senior Unsecured Debt


982,308



816,975



1,140,114



960,452Unsecured Line of Credit


497,224



473,374



455,244



422,561Total

$
1,868,264


$
1,699,671


$
1,966,167


$
1,758,297  14




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##### 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
 15




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Three Months EndedMarch 31, 2010Distribution


Totalper Unit


DistributionSeries F Preferred Units

$
1,766.25


$
883Series G Preferred Units

$
1,809.00


$
452Series J Preferred Units

$
4,531.30


$
2,719Series K Preferred Units

$
4,531.30


$
906   8.
    Acquisition
    of Real Estate    9.
    Sale of
    Real Estate, Real Estate Held for Sale and Discontinued
    Operations          Three Months


Three MonthsEnded


EndedMarch 31, 2010


March 31, 2009Total Revenues

$
384


$
2,553Property Expenses


(112
)


(954
)Depreciation and Amortization


(28
)


(1,041
)Gain on Sale of Real Estate


4,008



3,602Benefit for Income Taxes






85Income from Discontinued Operations

$
4,252


$
4,245    16




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    10.
    Supplemental
    Information to Statements of Cash Flows    Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2010


2009Interest paid, net of capitalized interest

$
29,715


$
28,534Capitalized interest

$



$
281Exchange of limited partnership units for general partnership
    units:Limited partnership units

$
(18
)

$
(2,521
)General partnership units


18



2,521$



$
Write-off of fully depreciated assets

$
(12,414
)

$
(15,777
)In conjunction with certain property sales, we provided seller
    financing:Mortgage notes receivable

$



$
2,800   11.
    Earnings
    Per Unit (EPU)    Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2010


2009Numerator:Loss from Continuing Operations, Net of Income Tax

$
(23,734
)

$
(17,118
)Gain on Sale of Real Estate, Net of Income Tax


679



431Preferred Unit Distributions


(4,960
)


(4,857
)Loss from Continuing Operations Available to Unitholders

$
(28,015
)

$
(21,544
)Income from Discontinued Operations Available to Unitholders

$
4,252


$
4,245Net Loss Available to Unitholders

$
(23,763
)

$
(17,299
)Denominator:Weighted Average Units  Basic and Diluted


67,186,934



49,918,730Basic and Diluted EPU:Loss from Continuing Operations Available to Unitholders

$
(0.42
)

$
(0.43
)Income from Discontinued Operations Available to Unitholders

$
0.06


$
0.09Net Loss Available to Unitholders

$
(0.35
)

$
(0.35
)  17




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##### Table of Contents



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





Allocationof Net





of NetIncome





IncomeAvailable to





Available toUnvested


Participating


Unvested


ParticipatingAwards


Securities for the


Awards


Securities for theOutstanding


Three Months Ended


Outstanding


Three Months Endedat March 31,


March 31,


at March 31,


March 31,2010


2010


2009


2009Participating Securities:Restricted Stock Awards


773,034







387,056



Restricted Unit Awards










1,053



773,034


$




388,109


$
       Number of


Number ofAwards


AwardsOutstanding


OutstandingAt March 31,


At March 31,2010


2009Non-Participating Securities:Restricted Unit Awards


1,218,800



1,000,000Options


139,700



162,634     12.
    Impairment
    Charges     18




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair Value Measurements atMarch 31, 2010 Using:Quoted Prices inActive Markets for

Significant Other

Unobservable

TotalMarch 31,

Identical Assets

Observable Inputs

Inputs

GainsDescription

2010

(Level 1)

(Level 2)

(Level 3)

(Losses)Grand Rapids Property

$
4,122










$
4,122


$
(9,155
)     13.
    Restructuring
    Costs      14.
    Stock
    Based Compensation        15.
    Derivatives   19




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##### Table of Contents



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


Fair Value As ofHedge Product

Notional Amount


Strike


Trade Date


Maturity Date


March 31, 2010


December 31, 2009Derivatives designated as hedging instruments:Interest Rate Swap Agreement

$
50,000



2.4150
%


March 2008



April 1, 2010


$



$
(267
)Derivatives not designated as hedging instruments:Series F Agreement*


50,000



5.2175
%


October 2008



October 1, 2013



35



93Total Derivatives

$
100,000











Total


$
35


$
(174
)     *
    
    Fair value excludes quarterly settlement payment due on
    Series F Agreement. As of March 31, 2010 and
    December 31, 2009, the outstanding payable was $76 and
    $152, respectively. 20




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Three Months EndedMarch 31,


March 31,Interest Rate Products

Location on Statement

2010


2009Loss Recognized in OCI
    (Effective Portion)

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

$
(567
)

$
(2,215
)Amortization Reclassified from OCI into Income

Interest Expense

$
(505
)

$
206Loss Recognized in Income (Unhedged Position)

Mark-to-Market (Loss) Gain on
    Interest Rate
    Protection Agreements

$



$
(384
)   Mark-to-Market Mark-to-Market
        Fair Value Measurements at March 31, 2010 Using:Quoted Prices inActive Markets for


Significant Other


UnobservableMarch 31,


Identical Assets


Observable Inputs


InputsDescription

2010


(Level 1)


(Level 2)


(Level 3)Assets:Interest Rate Swap Agreement

$







$




Series F Agreement

$
35










$
35     30-year
 21




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fair Value MeasurementsUsing SignificantUnobservable Inputs(Level 3)DerivativesBeginning asset balance at December 31, 2009

$
93Total unrealized losses:Mark-to-Market
    of the Series F Agreement


(58
)Ending asset balance at March 31, 2010

$
35   16.
    Commitments
    and Contingencies        17.
    Related
    Party Transactions    18.
    Subsequent
    Events      1997-2000)
 22




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##### Table of Contents



FIRST
    INDUSTRIAL, L.P.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  1997-2000
   23




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##### 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)
  GENERAL
     24




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##### Table of Contents



Form 10-Q. Form 10-K, Form 10-Q, Form 8-K
       MANAGEMENTS
    OVERVIEW
     25




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##### Table of Contents



and/or
     26




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##### Table of Contents



Current
    Business Risks and Uncertainties
        
    Retained Capital We plan to retain capital by
    maintaining a distribution policy that makes per unit
    distributions equivalent to the per share distributions the
    Company is required to make to meet its minimum distribution
    requirements as a REIT. The Operating Partnership has not made
    distributions to date in 2010 and may not make distributions in
    future quarters in 2010 depending on the Companys taxable
    income. If, to maintain its REIT status, the Company is required
    to pay common stock dividends with respect to 2010, the Company
    may elect to do so by distributing a combination of cash and
    common shares and the Operating Partnership would make
    corresponding distributions in cash and common units. Also, if
    the Company is not required to pay preferred stock dividends to
    maintain its REIT status, it may elect to suspend some or all
    preferred stock dividends for one or more fiscal quarters, which
    would aid compliance with the fixed charge coverage covenant
    under our Unsecured Line of Credit. If the Company did elect to
    suspend some or all preferred stock dividends for one or more
    fiscal quarters, the Operating Partnership would elect to
    suspend corresponding preferred stock unit distributions.
    Mortgage Financing During the three months
    ended March 31, 2010, we originated $19.3 million in
    mortgage financings with maturities ranging from February 2015
    to March 2015 and an interest rate of 7.40% (see Note 6 to
    the Consolidated Financial Statements). We believe these
    mortgage financings comply 27




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##### Table of Contents



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 continue to engage various lenders
    regarding the origination of additional mortgage financings and
    the terms and conditions thereof. To the extent additional
    mortgage financing is originated, we expect to use proceeds
    received to pay down other debt. No assurances can be made that
    additional mortgage financing will be obtained.  
    Equity Financing During the three months
    ended March 31, 2010, the Company issued
    875,402 shares of its common stock, generating
    approximately $6.0 million in net proceeds, under the
    direct stock purchase component of the Companys Dividend
    Reinvestment and Direct Stock Purchase Plan (DRIP)
    (see Note 7 to the Consolidated Financial Statements).
    These proceeds were contributed to us in exchange for an
    equivalent number of Units. We may opportunistically access the
    equity markets again, subject to contractual restrictions, and
    may continue to issue shares under the direct stock purchase
    component of the DRIP. To the extent additional equity offerings
    occur, we expect to use the proceeds received to reduce our
    indebtedness.
    Asset Sales During the three months ended
    March 31, 2010, we sold three industrial properties and
    several land parcels for gross proceeds of $44.3 million
    (see Note 9 to the Consolidated Financial Statements). We
    are in various stages of discussions with third parties for the
    sale of additional properties in 2010 and plan to continue to
    selectively market other properties for sale throughout 2010. We
    expect to use sales proceeds to pay down additional debt. If we
    are unable to sell properties on an advantageous basis, this may
    impair our liquidity and our ability to meet our financial
    covenants.
    Debt Reduction On February 8, 2010, we
    closed on a tender offer in which we purchased
    $72.7 million of our senior unsecured debt maturing in 2011
    (the 2011 Notes), $66.2 million of our senior
    unsecured debt maturing in 2012 and $21.1 million of our
    senior unsecured debt maturing in 2014. On April 26, 2010,
    we redeemed and retired the remaining outstanding balance of our
    2011 Notes in the amount of $70.8 million. In connection
    with this redemption prior to maturity, we expect to recognize
    approximately $4.3 million as loss on early retirement of
    debt in the second quarter of 2010. We may from time to time
    repay additional amounts of our outstanding debt. Any repayments
    would depend upon prevailing market conditions, our liquidity
    requirements, contractual restrictions and other factors we
    consider important. Future repayments may materially impact our
    liquidity, future tax liability and results of operations.    RESULTS
    OF OPERATIONS
  Comparison
    of Three Months Ended March 31, 2010 to Three Months Ended
    March 31, 2009
     28




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##### Table of Contents



Three Months


Three MonthsEnded


EndedMarch 31, 2010


March 31, 2009


$ Change


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

$
72,872


$
75,799


$
(2,927
)


(3.9
)%Acquired Properties














Sold Properties


372



2,598



(2,226
)


(85.7
)%(Re)Developments and Land, Not Included Above


2,128



1,094



1,034



94.5
%Other


3,425



4,510



(1,085
)


(24.1
)%$
78,797


$
84,001


$
(5,204
)


(6.2
)%Discontinued Operations


(384
)


(2,553
)


2,169



(85.0
)%Subtotal Revenues

$
78,413


$
81,448


$
(3,035
)


(3.7
)%Construction Revenues


270



18,431



(18,161
)


(98.5
)%Total Revenues

$
78,683


$
99,879


$
(21,196
)


(21.2
)%     29




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##### Table of Contents



Three Months


Three MonthsEnded


EndedMarch 31, 2010


March 31, 2009


$ Change


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

$
24,997


$
25,837


$
(840
)


(3.3
)%Acquired Properties














Sold Properties


54



854



(800
)


(93.7
)%(Re)Developments and Land, Not Included Above


970



979



(9
)


(0.9
)%Other


3,311



2,624



687



26.2
%$
29,332


$
30,294


$
(962
)


(3.2
)%Discontinued Operations


(112
)


(954
)


842



(88.3
)%Total Property Expenses

$
29,220


$
29,340


$
(120
)


(0.4
)%Construction Expenses


209



17,883



(17,674
)


(98.8
)%Total Property and Construction Expenses

$
29,429


$
47,223


$
(17,794
)


(37.7
)%             30




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##### Table of Contents



Three Months


Three MonthsEnded


EndedMarch 31, 2010


March 31, 2009


$ Change


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

$
28,812


$
32,895


$
(4,083
)


(12.4
)%Acquired Properties














Sold Properties


26



1,042



(1,016
)


(97.5
)%(Re)Developments and Land, Not Included Above and Other


1,094



812



282



34.7
%Corporate Furniture, Fixtures and Equipment


506



597



(91
)


(15.2
)%$
30,438


$
35,346


$
(4,908
)


(13.9
)%Discontinued Operations


(28
)


(1,041
)


1,013



(97.3
)%Total Depreciation and Other Amortization

$
30,410


$
34,305


$
(3,895
)


(11.4
)%           30-year Mark-to-Market
  Mark-to-Market
   31




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##### Table of Contents



Three Months


Three MonthsEnded


EndedMarch 31, 2010


March 31, 2009($ in 000s)Total Revenues

$
384


$
2,553Property Expenses


(112
)


(954
)Depreciation and Amortization


(28
)


(1,041
)Gain on Sale of Real Estate


4,008



3,602Benefit (Provision) for Income Taxes






85Income from Discontinued Operations

$
4,252


$
4,245         LIQUIDITY
    AND CAPITAL RESOURCES
     32




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##### Table of Contents



and/or
        Three
    Months Ended March 31, 2010
   33




---



##### Table of Contents



Market
    Risk
    Interest
    Rate Risk
         34




---



##### Table of Contents



Foreign
    Currency Exchange Rate Risk
    Recent
    Accounting Pronouncements
    Subsequent
    Events
      1997-2000) 1997-2000
 35




---



##### Table of Contents



Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk    Item 4.
    Controls
    and Procedures  Rules 13a-15(e) 15d-15(e)) Rules 13a-15(b) 15d-15(b),
   36




---



##### 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.
    (Removed
    and Reserved)    Item 5.
    Other
    Information   37




---



##### Table of Contents



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 38




---



##### Table of Contents



SIGNATURE         By:
    /s/  Scott
    A. Musil       39




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##### 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 40