Ninth Amended and Restated Partnership Agreement


     

    FIRST
      INDUSTRIAL, L.P.


    NINTH
      AMENDED AND RESTATED

     

    LIMITED
      PARTNERSHIP AGREEMENT

     

     

     

     

     

    
      	
              THESE
                SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE
                AND
                MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES
                ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS
                PURSUANT
                TO A REGISTRATION OR EXEMPTION
                THEREFROM.

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

                                                                        Page

    


    
      	
              ARTICLE
                I - INTERPRETIVE PROVISIONS

            	 
	
              Section
                1.1 Certain
                Definitions

            	
              1

            
	
              Section
                1.2 Rules
                of Construction

            	
              12

            
	
              ARTICLE
                II - CONTINUATION

            	 
	
              Section
                2.1 Continuation

            	
              12

            
	
              Section
                2.2 Name

            	
              12

            
	
              Section
                2.3 Place
                of Business; Registered Agent

            	
              12

            
	
              ARTICLE
                III - BUSINESS PURPOSE

            	 
	
              Section
                3.1 Business

            	
              13

            
	
              Section
                3.2 Authorized
                Activities

            	
              13

            
	
              ARTICLE
                IV - CAPITAL CONTRIBUTIONS

            	 
	
              Section
                4.1 Capital
                Contributions

            	
              13

            
	
              Section
                4.2 Additional
                Partnership Interests

            	
              14

            
	
              Section
                4.3 No
                Third Party Beneficiaries

            	
              14

            
	
              Section
                4.4 Capital
                Accounts

            	
              14

            
	
              Section
                4.5 Return
                of Capital Account; Interest

            	
              16

            
	
              Section
                4.6 Preemptive
                Rights

            	
              16

            
	
              Section
                4.7 REIT
                Share Purchases

            	
              16

            
	
              ARTICLE
                V - ALLOCATIONS AND DISTRIBUTIONS

            	 
	
              Section
                5.1 Limited
                Liability

            	
              16

            
	
              Section
                5.2 Profits,
                Losses and Distributive Shares

            	
              16

            
	
              Section
                5.3 Distributions

            	
              22

            
	
              Section
                5.4 Distribution
                upon Redemption

            	
              23

            
	
              Section
                5.5 Distributions
                upon Liquidation

            	
              23

            
	
              Section
                5.6 Amounts
                Withheld

            	
              23

            
	
              ARTICLE
                VI - PARTNERSHIP MANAGEMENT

            	 
	
              Section
                6.1 Management
                and Control of Partnership Business

            	
              23

            
	
              Section
                6.2 No
                Management by Limited Partners; Limitation of
                Liability

            	
              23

            
	
              Section
                6.3 Limitations
                on Partners

            	
              24

            
	
              Section
                6.4 Business
                with Affiliates

            	
              24

            
	
              Section
                6.5 Compensation;
                Reimbursement of Expenses

            	
              25

            
	
              Section
                6.6 Liability
                for Acts and Omissions

            	
              25

            
	
              Section
                6.7 Indemnification

            	
              25

            
	
              ARTICLE
                VII - ADMINISTRATIVE, FINANCIAL AND TAX MATTERS

            	 
	
              Section
                7.1 Books
                and Records

            	
              26

            
	
              Section
                7.2 Annual
                Audit and Accounting

            	
              26

            
	
              Section
                7.3 Partnership
                Funds

            	
              26

            
	
              Section
                7.4 Reports
                and Notices

            	
              26

            
	
              Section
                7.5 Tax
                Matters

            	
              27

            
	
              Section
                7.6 Withholding

            	
              27

            
	
              ARTICLE
                VIII - TRANSFER OF PARTNERSHIP INTERESTS; ADMISSIONS OF
                PARTNERS

            	 
	
              Section
                8.1 Transfer
                by General Partner

            	
              28

            
	
              Section
                8.2 Obligations
                of a Prior General Partner

            	
              28

            
	
              Section
                8.3 Successor
                General Partner

            	
              28

            
	
              Section
                8.4 Restrictions
                on Transfer and Withdrawal by Limited Partner

            	
              28

            
	
              Section
                8.5 Substituted
                Limited Partner

            	
              29

            
	
              Section
                8.6 Timing
                and Effect of Transfers

            	
              30

            
	
              Section
                8.7 Additional
                Limited Partners

            	
              30

            
	
              Section
                8.8 Amendment
                of Agreement and Certificate 

            	
              30

            
	
              ARTICLE
                IX - REDEMPTION

            	 
	
              Section
                9.1 Right
                of Redemption

            	
              30

            
	
              Section
                9.2 Timing
                of Redemption

            	
              31

            
	
              Section
                9.3 Redemption
                Price

            	
              31

            
	
              Section
                9.4 Assumption
                of Redemption Obligation

            	
              32

            
	
              Section
                9.5 Further
                Assurances; Certain Representations

            	
              32

            
	
              Section
                9.6 Effect
                of Redemption

            	
              32

            
	
              Section
                9.7 Registration
                Rights

            	
              32

            
	
              Section
                9.8 Redemption
                upon REIT Share Repurchases by the General
                Partner

            	
              32

            
	
              ARTICLE
                X - DISSOLUTION AND LIQUIDATION

            	 
	
              Section
                10.1 Term
                and Dissolution

            	
              33

            
	
              Section
                10.2 Liquidation
                of Partnership Assets

            	
              33

            
	
              Section
                10.3 Effect
                of Treasury Regulations

            	
              34

            
	
              Section
                10.4 Time
                for Winding-Up

            	
              35

            
	
              ARTICLE
                XI - AMENDMENTS AND MEETINGS

            	 
	
              Section
                11.1 Amendment
                Procedure

            	
              35

            
	
              Section
                11.2 Meetings
                and Voting

            	
              36

            
	
              Section
                11.3 Voting
                of LB Units

            	
              36

            
	
              ARTICLE
                XII - MISCELLANEOUS PROVISIONS

            	 
	
              Section
                12.1 Title
                to Property

            	
              36

            
	
              Section
                12.2 Other
                Activities of Limited Partners

            	
              36

            
	
              Section
                12.3 Power
                of Attorney

            	
              37

            
	
              Section
                12.4 Notices

            	
              38

            
	
              Section
                12.5 Further
                Assurances

            	
              38

            
	
              Section
                12.6 Titles
                and Captions

            	
              38

            
	
              Section
                12.7 Applicable
                Law

            	
              38

            
	
              Section
                12.8 Binding
                Agreement

            	
              38

            
	
              Section
                12.9 Waiver
                of Partition

            	
              38

            
	
              Section
                12.10 Counterparts
                and Effectiveness

            	
              38

            
	
              Section
                12.11 Survival
                of Representations

            	
              38

            
	
              Section
                12.12 Entire
                Agreement

            	
              38

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    Exhibit
      1A - First
      Highland Partners

    Exhibit
      1B - Schedule
      of Partners

    Exhibit
      1C - LB
      Partners

    Exhibit
      1D - Contributor
      Partners

    Exhibit
      2 - Form
      of
      Redemption Notice

    Exhibit
      3 - Form
      of
      Registration Rights Agreement

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    FIRST
      INDUSTRIAL, L.P.

     

    NINTH
      AMENDED AND RESTATED

     

    LIMITED
      PARTNERSHIP AGREEMENT

     

    The
      undersigned, being the sole general partner of First Industrial, L.P. (the
      “Partnership”), a limited partnership formed under the Delaware Revised Uniform
      Limited Partnership Act, does hereby amend and restate the Eighth Amended and
      Restated Partnership Agreement (as described below) this 8th day of November,
      2005 as follows:

     

    R
      E C I T A L S:

     

    A. The
      Partnership was formed pursuant to a Certificate of Limited Partnership filed
      on
      November 23, 1993 with the Secretary of State of the State of Delaware
      under the name “ProVest, L.P.” and a Limited Partnership Agreement dated
      November 23, 1993 (the “Original Partnership Agreement”).

     

    B. The
      Original Partnership Agreement was amended and restated as of January 28, 1994
      (such amended and restated partnership agreement, the “Prior Partnership
      Agreement”).

     

    C. A
      Second
      Amended and Restated Limited Partnership Agreement was executed as of June
      30,
      1994, a Third Amended and Restated Partnership Agreement was executed as of
      May
      14, 1997, a Fourth Amended and Restated Partnership Agreement was executed
      as of
      June 6, 1997, a Fifth Amended and Restated Partnership Agreement was executed
      as
      of February 4, 1998, a Sixth Amended and Restated Partnership Agreement was
      executed as of March 18, 1998, a Seventh Amended and Restated Partnership
      Agreement was executed as of May 26, 2004 and an Eighth Amended and
      Restated Partnership Agreement was executed as of June 2, 2004 (the
“Eighth
      Partnership Agreement”).

     

    D. The
      General Partner desires to amend and restate the Eighth Partnership Agreement
      to
      (i) reflect the interests granted to the Class I Limited Partner (as
      hereinafter defined) and (ii) set forth the understandings and agreements,
      including certain rights and obligations, among the Partners (as hereinafter
      defined) with respect to the Partnership.

     

    
      
        

      



    ARTICLE
      I -
      INTERPRETIVE PROVISIONS

    
       

      
        

      



    


    Section
      1.1 Certain
      Definitions.
      The
      following terms have the definitions hereinafter indicated whenever used in
      this
      Agreement with initial capital letters:

     

    Act:
      The
      Delaware Revised Uniform Limited Partnership Act, Sections 17-101 to 17-1109
      of
      the Delaware Code Annotated, Title 6, as amended from time to time.

     

    Additional
      Limited Partner:
      A Person
      admitted to the Partnership as a Limited Partner in accordance with Section
      8.7
      hereof and who is shown as such on the books and records of the
      Partnership.

     

    Adjusted
      Capital Account:
      With
      respect to any Partner, such Partner’s Capital Account maintained in accordance
      with Section 4.4 hereof, as of the end of the relevant Fiscal Year of the
      Partnership, after giving effect to the following adjustments:

     


    
      
        
        

      

      
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    (A) Credit
      to
      such Capital Account such Partner’s share of Partnership Minimum Gain determined
      in accordance with Treasury Regulations Section 1.704-2(g)(1) and such Partner’s
      share of Partner Minimum Gain determined in accordance with Treasury Regulations
      Section 1.704-2(i)(5).

     

    (B) Debit
      to
      such Capital Account the items described in Treasury Regulations Section 1.704-
      1(b)(2)(ii)(d)(4), (5) and (6).

     

    The
      foregoing definition of “Adjusted Capital Account” is intended to comply with
      the provisions of Treasury Regulations Sections 1.704-1(b)(2)(ii) and 1.704-2
      and shall be interpreted consistently therewith.

     

    Adjusted
      Capital Account Deficit:
      With
      respect to any Partner, the deficit balance, if any, in that Partner’s Adjusted
      Capital Account as of the end of the relevant Fiscal Year of the
      Partnership.

     

    Affiliate:
      With
      respect to any referenced Person, (i) a member of such Person’s immediate
      family; (ii) any Person who directly or indirectly owns, controls or holds
      the
      power to vote ten percent (10%) or more of the outstanding voting securities
      of
      the Person in question; (iii) any Person ten percent (10%) or more of whose
      outstanding securities are directly or indirectly owned, controlled, or held
      with power to vote by the Person in question; (iv) any Person directly or
      indirectly controlling, controlled by, or under direct or indirect common
      control with the Person in question; (v) if the Person in question is a
      corporation, any executive officer or director of such Person or of any
      corporation directly or indirectly controlling such Person; and (vi) if the
      Person in question is a partnership, any general partner of the partnership
      or
      any limited partner owning or controlling ten percent (10%) or more of either
      the capital or profits interest in such partnership. As used herein, “control”
      shall mean the possession, directly or indirectly, of the power to direct or
      cause the direction of the management and policies of a Person, whether through
      the ownership of voting securities, by contract, or otherwise.

     

    Aggregate
      Protected Amount:
      With
      respect to the Contributor Partners, as a group, the aggregate balances of
      the
      Protected Amounts, if any, of the Contributor Partners, as determined on the
      date in question.

     

    Agreed
      Value: In
      the
      case of any (i) Contributed Property acquired pursuant to a Contribution
      Agreement, the value of such Contributed Property as set forth in such
      Contribution Agreement or, if no such value is set forth for such Contributed
      Property, the portion of the consideration provided for under such Contribution
      Agreement allocable to such Contributed Property, as determined by the General
      Partner in its reasonable discretion, (ii) Contributed Property acquired other
      than pursuant to a Contribution Agreement, the fair market value of such
      property at the time of contribution, as determined by the General Partner
      using
      such method of valuation as it may adopt in its reasonable discretion and (iii)
      property distributed to a Partner by the Partnership, the Partnership’s Book
      Value of such property at the time such property is distributed without taking
      into account, in the case of each of (i), (ii) and (iii), the amount of any
      related indebtedness assumed by the Partnership (or the Partner in the case
      of
      clause (iii)) or to which the Contributed Property (or distributed property
      in
      the case of clause (iii)) is taken subject.

     

    Agreement:
      This
      Ninth Amended and Restated Limited Partnership Agreement and all Exhibits
      attached hereto, as the same may be amended or restated and in effect from
      time
      to time.

     

    Assignee:
      Any
      Person to whom one or more Partnership Units have been Transferred as permitted
      under this Agreement but who has not become a Substituted Limited Partner in
      accordance with the provisions hereof.

     

    Bankruptcy:
      Either
      (i) a referenced Person’s making an assignment for the benefit of creditors,
      (ii) the filing by a referenced Person of a voluntary petition in bankruptcy,
      (iii) a referenced Person’s being adjudged insolvent or having entered against
      him an order for relief in any bankruptcy or insolvency proceeding, (iv) the
      filing by a referenced Person of an answer seeking any reorganization,
      composition, readjustment, liquidation, dissolution, or similar relief under
      any
      law or regulation, (v) the filing by a referenced Person of an answer or other
      pleading admitting or failing to contest the material allegations of a petition
      filed against him in any proceeding of 

     


    
      
        
        

      

      
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    reorganization,
      composition, readjustment, liquidation, dissolution, or for similar relief
      under
      any statute, law or regulation or (vi) a referenced Person’s seeking, consenting
      to, or acquiescing in the appointment of a trustee, receiver or liquidator
      for
      all or substantially all of his property (or court appointment of such trustee,
      receiver or liquidator).

     

    Book-Tax
      Disparity:
      With
      respect to any item of Contributed Property, or property the Book Value of
      which
      has been adjusted in accordance with Section 4.4(D), as of the date of
      determination, the difference between the Book Value of such property and the
      adjusted basis of such property for federal income tax purposes.

     

    Book
      Value:
      With
      respect to any Contributed Property, the Agreed Value of such property reduced
      (but not below zero) by all Depreciation with respect to such property properly
      charged to the Partners’ Capital Accounts, and with respect to any other asset,
      the asset’s adjusted basis for federal income tax purposes; provided,
      however,
      (a) the
      Book Value of all Partnership Assets shall be adjusted in the event of a
      revaluation of Partnership Assets in accordance with Section 4.4(D) hereof,
      (b)
      the Book Value of any Partnership Asset distributed to any Partner shall be
      the
      fair market value of such asset on the date of distribution as determined by
      the
      General Partner and (c) such Book Value shall be adjusted by the Depreciation
      taken into account with respect to such asset for purposes of computing Profits
      and Losses.

     

    Capital
      Account:
      The
      account maintained by the Partnership for each Partner described in Section
      4.4
      hereof.

     

    Capital
      Contribution:
      The
      total amount of cash or cash equivalents and the Agreed Value (reduced to take
      into account the amount of any related indebtedness assumed by the Partnership,
      or to which the Contributed Property is subject) of Contributed Property which
      a
      Partner contributes or is deemed to contribute to the Partnership pursuant
      to
      the terms of this Agreement.

     

    Cash
      Payment:
      The
      payment to a Redeeming Party of a cash amount determined by multiplying (i)
      the
      number of Partnership Units tendered for redemption by such Redeeming Party
      pursuant to a validly proffered Redemption Notice by (ii) the Unit Value on
      the
      date the Redemption Notice is received by the General Partner.

     

    Certificate:
      The
      Partnership’s Certificate of Limited Partnership filed in the office of the
      Secretary of State of the State of Delaware, as amended from time to
      time.

     

    Class
      C Deemed Original Issue Date:
      (i) In
      the case of any Class C Unit which is part of the first issuance of such units
      or part of a subsequent issuance of such units prior to October 1, 1997, the
      date of such first issuance and (ii) in the case of any such unit which is
      part
      of a subsequent issuance of such units on or after October 1, 1997, the later
      of
      (x) October 1, 1997 and (y) the last Class C Distribution Period Commencement
      Date which precedes the date of issuance of such unit and which succeeds the
      last Class C Distribution Period for which full cumulative Class C Priority
      Return Amounts have been paid; provided,
      however,
      that,
      in the case of any such unit which is part of a subsequent issuance on or after
      October 1, 1997, the date of issuance of which falls between (a) the record
      date
      for dividends payable on the Series C Preferred Shares on the first succeeding
      dividend payment date on such stock and (b) such dividend payment date, the
      “Class C Deemed Original Issue Date” means the date of the Class C Distribution
      Period Commencement Date that immediately follows the date of issuance of such
      unit.

     

    Class
      C Distribution Period:
      The
      Class C Initial Distribution Period and each quarterly distribution period
      thereafter, commencing on January 1, April 1, July 1 and October 1 of each
      year
      and ending on and including the day preceding the next Class C Distribution
      Period Commencement Date.

     

    Class
      C Distribution Period Commencement Date:
      January
      1, April 1, July 1 and October 1 of each year commencing October 1,
      1997.

     


    
      
        
        

      

      
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    Class
      C Initial Distribution Period:
      The
      period from the Class C Deemed Original Issue Date for a Class C Unit to, but
      excluding, October 1, 1997.

     

    Class
      C Limited Partner:
      First
      Industrial Realty Trust, Inc., a Maryland corporation, in its capacity as a
      limited partner in the Partnership holding Class C Units.

     

    Class
      C Priority Return Amount:
      With
      respect to each Class C Unit, (i) for the Class C Initial Distribution Period,
      the pro rata portion of the amount referred to in clause (ii) of this
      definition, computed in accordance with the last sentence of Section 5.3(A)
      hereof, and (ii) for each Class C Distribution Period thereafter, an amount
      equal to 2.15625% of that portion of the Capital Contribution of the Class
      C
      Limited Partner allocable to each such unit. Class C Priority Return Amounts
      on
      each Class C Unit that are not distributed as provided in Section 5.3(A) shall
      be cumulative from the Class C Deemed Original Issue Date of such
      unit.

     

    Class
      C Redemption:
      As
      defined in Section 9.1(C) hereof.

     

    Class
      C Redemption Price:
      As
      defined in Section 9.1(C) hereof.

     

    Class
      C Unit:
      The
      Partnership Interest held by the Class C Limited Partner, each full Class C
      Unit
      representing a $2,500 Capital Contribution.

     

    Class
      F Distribution Date:
      Each
      dividend payment date for the Series F Preferred Shares.

     

    Class
      F Limited Partner:
      First
      Industrial Realty Trust, Inc., a Maryland corporation, in its capacity as a
      limited partner in the Partnership holding Class F Units.

     

    Class
      F Priority Return Amount:
      With
      respect to each Class F Unit, that portion of the Capital Contribution of the
      Class F Limited Partner, allocable to each such unit, multiplied by the Dividend
      Rate in effect for the Series F Preferred Shares, in each case during the period
      with respect to which the Class F Priority Return Amount is to be
      determined.

     

    Class
      F Redemption:
      As
      defined in Section 9.1(D) hereof.

     

    Class
      F Redemption Price:
      As
      defined in Section 9.1(D) hereof.

     

    Class
      F Unit: The
      Partnership Interest held by the Class F Limited Partner, each full Class F
      Unit
      representing a $100,000 Capital Contribution.

     

    Class
      G Distribution Date:
      Each
      dividend payment date for the Series G Preferred Shares.

     

    Class
      G Limited Partner:
      First
      Industrial Realty Trust, Inc., a Maryland corporation, in its capacity as a
      limited partner in the Partnership holding Class G Units.

     

    Class
      G Priority Return Amount:
      With
      respect to each Class G Unit, that portion of the Capital Contribution of the
      Class G Limited Partner, allocable to each such unit, multiplied by the Dividend
      Rate in effect for the Series G Preferred Shares, in each case during the period
      with respect to which the Class G Priority Return Amount is to be
      determined.

     

    Class
      G Redemption:
      As
      defined in Section 9.1(E) hereof.

     

    Class
      G Redemption Price:
      As
      defined in Section 9.1(E) hereof.

     


    
      
        
        

      

      
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    Class
      G Unit: The
      Partnership Interest held by the Class G Limited Partner, each full Class G
      Unit
      representing a $100,000 Capital Contribution.

     

    Class
      I Distribution Date:
      Each
      dividend payment date for the Series I Preferred Shares.

     

    Class
      I Limited Partner:
      First
      Industrial Realty Trust, Inc., a Maryland corporation, in its capacity as a
      limited partner in the Partnership holding Class I Units.

     

    Class
      I Priority Return Amount:
      With
      respect to each Class I Unit, that portion of the Capital Contribution of the
      Class I Limited Partner, allocable to each such unit, multiplied by the Dividend
      Rate in effect for the Series I Preferred Shares, in each case during the period
      with respect to which the Class I Priority Return Amount is to be
      determined.

     

    Class
      I Redemption:
      As
      defined in Section 9.1(F) hereof.

     

    Class
      I Redemption Price:
      As
      defined in Section 9.1(F) hereof.

     

    Class
      I Unit: The
      Partnership Interest held by the Class I Limited Partner, each full Class I
      Unit
      representing a $250,000 Capital Contribution.

     

    Code:
      The
      Internal Revenue Code of 1986, as amended from time to time.

     

    Consent:
      Either
      the written consent of a Person or the affirmative vote of such Person at a
      meeting duly called and held pursuant to this Agreement, as the case may be,
      to
      do the act or thing for which the consent is required or solicited, or the
      act
      of granting such consent, as the context may require.

     

    Contributed
      Property:
      Each
      property or other asset (excluding cash and cash equivalents) contributed or
      deemed contributed to the Partnership.

     

    Contribution
      Agreements:
      Those
      certain agreements among one or more of the Initial Limited Partners (or Persons
      in which such Initial Limited Partners have direct or indirect interests) and
      the Partnership pursuant to which, inter
      alia,
      the
      Initial Limited Partners (or such Persons), directly or indirectly, are
      contributing property to the Partnership on the Effective Date in exchange
      for
      Partnership Units.

     

    Contributor
      Partner(s):
      That or
      those Limited Partner(s) listed as Contributor Partner(s) on Exhibit
      1D
      attached
      hereto and made a part hereof, as such Exhibit may be amended from time to
      time
      by the General Partner, whether by express amendment to this Partnership
      Agreement or by execution of a written instrument by and between any additional
      Contributor Partner(s) being affected thereby and the General Partner, acting
      on
      behalf of the Partnership and without the prior consent of the Limited Partners
      (whether or not Contributor Partners other than the Contributor Partner(s)
      being
      affected thereby). For purposes hereof, any successor, assignee, or transferee
      of the Interest of a Contributor Partner (other than the Partnership in
      connection with a redemption pursuant to Article IX hereof) shall be considered
      a Contributor Partner for purposes hereof.

     

    Conversion
      Factor:
      The
      factor applied for converting Partnership Units to REIT Shares, which shall
      initially be 1.0; provided,
      however,
      in the
      event that the REIT (i) declares or pays a dividend on its outstanding REIT
      Shares in REIT Shares or makes a distribution to all holders of its outstanding
      REIT Shares in REIT Shares, (ii) subdivides its outstanding REIT Shares or
      (iii)
      combines its outstanding REIT Shares into a smaller number of REIT Shares,
      the
      Conversion Factor shall be adjusted by multiplying the Conversion Factor by
      a
      fraction, the numerator of which shall be the number of REIT Shares issued
      and
      outstanding on the record date (assuming for such purposes that such dividend,
      distribution, subdivision or combination has occurred as of such time), and
      the
      denominator of which shall be the actual number of REIT Shares (determined
      without the above assumption) issued and outstanding 

     


    
      
        
        

      

      
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    on
      the
      record date for such dividend, distribution, subdivision or combination;
provided,
      further,
      in the
      event that the Partnership (a) declares or pays a distribution on the
      outstanding Partnership Units in Partnership Units or makes a distribution
      to
      all Partners in Partnership Units, (b) subdivides the outstanding Partnership
      Units or (c) combines the outstanding Partnership Units into a smaller number
      of
      Partnership Units, the Conversion Factor shall be adjusted by multiplying the
      Conversion Factor by a fraction, the numerator of which shall be the actual
      number of Partnership Units issued and outstanding on the record date
      (determined without giving effect to such dividend, distribution, subdivision
      or
      combination), and the denominator of which shall be the actual number of
      Partnership Units (determined after giving effect to such dividend,
      distribution, subdivision or combination) issued and outstanding on such record
      date. Any adjustment to the Conversion Factor shall become effective immediately
      after the effective date of such event retroactive to the record date, if any,
      for such event.

     

    Depreciation:
      For each
      Fiscal Year or other period, an amount equal to the depreciation, amortization
      or other cost recovery deduction allowable with respect to an asset for such
      year or other period, except that if the Book Value of an asset differs from
      its
      adjusted basis for federal income tax purposes at the beginning of such year
      or
      other period, Depreciation shall be adjusted as necessary so as to be an amount
      which bears the same ratio to such beginning Book Value as the federal income
      tax depreciation, amortization, or other cost recovery deduction for such year
      or other period bears to the beginning adjusted tax basis; provided,
      however,
      that if
      the federal income tax depreciation, amortization or other cost recovery
      deduction for such year or other period is zero, Depreciation for such year
      or
      other period shall be determined with reference to such beginning Book Value
      using any reasonable method approved by the General Partner.

     

    Distributable
      Cash:
      With
      respect to any period, and without duplication:

     

    (i)all
      cash
      receipts of the Partnership during such period from all sources;

     

    (ii)less
      all cash
      disbursements of the Partnership during such period, including, without
      limitation, disbursements for operating expenses, taxes, debt service
      (including, without limitation, the payment of principal, premium and interest),
      redemption of Partnership Interests and capital expenditures;

     

    (iii)less
      amounts
      added to reserves in the sole discretion of the General Partner, plus
      amounts
      withdrawn from reserves in the reasonable discretion of the General
      Partner.

     

    Effective
      Date:
      June 30,
      1994.

     

    ERISA:
      The
      Employee Retirement Income Security Act of 1976, as amended from time to
      time.

     

    First
      Highland Limited Partners:
      Those
      Limited Partners identified on Exhibit
      1A
      hereto.

     

    First
      Highland Properties:
      Those
      certain properties acquired by the Partnership pursuant to that certain
      Contribution Agreement, dated as of March 19, 1996.

     

    First
      Highland Units:
      The
      Partnership Units issued to the First Highland Limited Partners in connection
      with the acquisition of the First Highland Properties by the
      Partnership.

     

    Fiscal
      Year:
      The
      calendar year or in the event of a termination of the Partnership pursuant
      to
      Code Section 708, an appropriate portion of such year.

     

    General
      Partner:
      First
      Industrial Realty Trust, Inc., a Maryland corporation, and its respective
      successor(s) who or which become Successor General Partner(s) in accordance
      with
      the terms of this Agreement.

     


    
      
        
        

      

      
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    General
      Partner Interest:
      A
      Partnership Interest held by the General Partner including both its General
      Partner and Limited Partner Interests. A General Partner Interest may be
      expressed as a number of Partnership Units.

     

    Involuntary
      Withdrawal:
      As to
      any (i) individual shall mean such individual’s death, incapacity or
      adjudication of incompetence, (ii) corporation shall mean its dissolution or
      revocation of its charter (unless such revocation is promptly corrected upon
      notice thereof), (iii) partnership shall mean the dissolution and commencement
      of winding up of its affairs, (iv) trust shall mean the termination of the
      trust
      (but not the substitution of trustees), (v) estate shall mean the distribution
      by the fiduciary of the estate’s complete interest in the Partnership and (vi)
      any Partner shall mean the Bankruptcy of such Partner.

     

    IRS:
      The
      Internal Revenue Service, which administers the internal revenue laws of the
      United States.

     

    LB
      Closing Date:
      January
      31, 1997.

     

    LB
      Partners:
      The
      persons identified on Exhibit
      1C
      hereto,
      following their admission to the Partnership as Additional Limited
      Partners.

     

    LB
      Units:
      The
      Partnership Units issued to the LB Partners in connection with the acquisition
      by the Partnership of certain properties on the LB Closing Date.

     

    Limited
      Partner:
      Those
      Persons listed as such on Exhibit
      1B
      attached
      hereto and made a part hereof, as such Exhibit may be amended from time to
      time,
      including any Person who becomes a Substituted Limited Partner or an Additional
      Limited Partner in accordance with the terms of this Agreement; provided such
      term shall not include the Class C Limited Partner, the Class F Limited Partner,
      the Class G Limited Partner or the Class I Limited Partner.

     

    Limited
      Partner Interest:
      A
      Partnership Interest held by a Limited Partner that is a limited partner
      interest. A Limited Partner Interest may be expressed as a number of Partnership
      Units.

     

    Nonrecourse
      Liability:
      A
      liability as defined in Treasury Regulations Section 1.704-2(b)(3).

     

    Notice:
      A
      writing containing the information required by this Agreement to be communicated
      to a Person and delivered to such Person in accordance with Section 12.4;
provided,
      however,
      that
      any written communication containing such information actually received by
      such
      Person shall constitute Notice for all purposes of this Agreement.

     

    Partner
      Minimum Gain:
      The gain
      (regardless of character) which would be realized by the Partnership if property
      of the Partnership subject to a partner nonrecourse debt (as such term is
      defined in Treasury Regulations Section 1.704-2(b)(4)) were disposed of in
      full
      satisfaction of such debt on the relevant date. The adjusted basis of property
      subject to more than one partner nonrecourse debt shall be allocated in a manner
      consistent with the allocation of basis for purposes of determining Partnership
      Minimum Gain hereunder. Partner Minimum Gain shall be computed hereunder using
      the Book Value, rather than the adjusted tax basis, of the Partnership property
      in accordance with Treasury Regulations Section 1.704-2(d)(3).

     

    Partner
      Nonrecourse Deductions:
      With
      respect to any partner nonrecourse debt (as such term is defined in Treasury
      Regulations Section 1.704-2(b)(4)), the increase in Partner Minimum Gain during
      the tax year plus any increase in Partner Minimum Gain for a prior tax year
      which has not previously generated a Partner Nonrecourse Deduction hereunder.
      The determination of which Partnership items constitute Partner Nonrecourse
      Deductions shall be made in a manner consistent with the manner in which
      Partnership Nonrecourse Deductions are determined hereunder.

     


    
      
        
        

      

      
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    Partners:
      The
      General Partner, the Class C Limited Partner, the Class F Limited Partner,
      the
      Class G Limited Partner, the Class I Limited Partner and the Limited Partners
      as
      a group. The term “Partner” shall mean a General Partner, the Class C Limited
      Partner, the Class F Limited Partner, the Class G Limited Partner, the Class
      I
      Limited Partner or a Limited Partner. Such terms shall be deemed to include
      such
      other Persons who become Partners pursuant to the terms of this
      Agreement.

     

    Partnership:
      The
      Delaware limited partnership referred to herein as First Industrial, L.P.,
      as
      such partnership may from time to time be constituted.

     

    Partnership
      Assets:
      At any
      particular time, any assets or property (tangible or intangible, choate or
      inchoate, fixed or contingent) owned by the Partnership.

     

    Partnership
      Interest or Interest:
      As to
      any Partner, such Partner’s ownership interest in the Partnership and including
      such Partner’s right to distributions under this Agreement and any other rights
      or benefits which such Partner has in the Partnership, together with any and
      all
      obligations of such Person to comply with the terms and provisions of this
      Agreement. A Partnership Interest may be expressed as a number of Partnership
      Units.

     

    Partnership
      Minimum Gain:
      The
      aggregate gain (regardless of character) which would be realized by the
      Partnership if all of the property of the Partnership subject to nonrecourse
      debt (other than partner nonrecourse debt as such term is defined in Treasury
      Regulations Section 1.704-2(b)(4)) were disposed of in full satisfaction of
      such
      debt and for no other consideration on the relevant date. In the case of any
      Nonrecourse Liability of the Partnership which is not secured by a mortgage
      with
      respect to any specific property of the Partnership, any and all property of
      the
      Partnership to which the holder of said liability has recourse shall be treated
      as subject to such Nonrecourse Liability for purposes of the preceding sentence.
      Partnership Minimum Gain shall be computed separately for each Nonrecourse
      Liability of the Partnership. For this purpose, the adjusted basis of property
      subject to two or more liabilities of equal priority shall be allocated among
      such liabilities in proportion to the outstanding balance of such liabilities,
      and the adjusted basis of property subject to two or more liabilities of unequal
      priority shall be allocated to the liability of inferior priority only to the
      extent of the excess, if any, of the adjusted basis of such property over the
      outstanding balance of the liability of superior priority. Partnership Minimum
      Gain shall be computed hereunder using the Book Value, rather than the adjusted
      tax basis, of the Partnership property in accordance with Treasury Regulations
      Section 1.704-2(d)(3).

     

    Partnership
      Nonrecourse Deductions:
      The
      amount of Partnership deductions equal to the increase, if any, in the amount
      of
      the aggregate Partnership Minimum Gain during the tax year (plus any increase
      in
      Partnership Minimum Gain for a prior tax year which has not previously generated
      a Partnership Nonrecourse Deduction) reduced (but not below zero) by the
      aggregate distributions made during the tax year of the proceeds of a
      Nonrecourse Liability of the Partnership which are attributable to an increase
      in Partnership Minimum Gain within the meaning of Treasury Regulations Section
      1.704-2(d). The Partnership Nonrecourse Deductions for a Partnership tax year
      shall consist first of depreciation or cost recovery deductions with respect
      to
      each property of the Partnership giving rise to such increase in Partnership
      Minimum Gain on a pro rata basis to the extent of each such increase, with
      any
      excess made up pro rata of all items of deduction.

     

    Partnership
      Unit:
      A
      fractional, undivided share of the Partnership Interests of all Partners (other
      than the Class C Limited Partner, the Class F Limited Partner, the Class G
      Limited Partner and the Class I Limited Partner) issued pursuant to Section
      4.1
      hereof.

     

    Percentage
      Interest:
      As to
      any Partner, the percentage in the Partnership, as determined by dividing the
      Partnership Units then owned by such Partner by the total number of Partnership
      Units then outstanding, as the same may be automatically adjusted from time
      to
      time to reflect the issuance and redemption of Partnership Units in accordance
      with this Agreement, without requiring the amendment of Exhibit
      1B
      to
      reflect any such issuance or redemption.

     


    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    


    Person:
      Any
      individual, partnership, corporation, trust or other entity.

     

    Profits
      and Losses:
      For each
      Fiscal Year or other period, an amount equal to the Partnership’s taxable income
      or loss (as the case may be) for such year or period, determined in accordance
      with Code Section 703(a) (for this purpose, all items of income, gain, loss
      or
      deduction required to be stated separately pursuant to Code Section 703(a)(1)
      shall be included in taxable income or loss), with the following
      adjustments:

     

    a. Any
      income of the Partnership that is exempt from federal income tax and not
      otherwise taken into account in computing Profits or Losses pursuant to this
      definition shall be added to such taxable income or loss;

     

    b. Any
      expenditures of the Partnership described in Code Section 705(a)(2)(B) or
      treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury
      Regulations Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account
      in computing Profits or Losses pursuant to this definition, shall be subtracted
      from such taxable income or loss;

     

    c. Gain
      or
      loss resulting from any disposition of Partnership property with respect to
      which gain or loss is recognized for federal income tax purposes shall be
      computed by reference to the Book Value of the property disposed of
      notwithstanding that the adjusted tax basis of such property differs from such
      Book Value;

     

    d. In
      lieu
      of the depreciation, amortization, and other cost recovery deductions taken
      into
      account in computing such taxable income or loss, there shall be taken into
      account Depreciation for such Fiscal Year or other period, computed in
      accordance with the definition of “Depreciation” herein; and

     

    e. In
      the
      event that any item of income, gain, loss or deduction that has been included
      in
      the initial computation of Profit or Loss is subject to the special allocation
      rules of Sections 5.2(C), 5.2(D) and 5.2(I) through 5.2(L), Profit or Loss
      shall
      be recomputed without regard to such item.

     

    Protected
      Amount:
      With
      respect to any Contributor Partner, the amount set forth or otherwise described
      opposite the name of such Contributor Partner on Exhibit
      1D
      attached
      hereto and made a part hereof, as such Exhibit may be modified from time to
      time
      by an amendment to the Partnership Agreement or by execution of a written
      instrument by and between the Contributor Partner being affected thereby and
      the
      General Partner, acting on behalf of the Partnership and without the prior
      written consent of the Limited Partners (whether or not Contributor Partners
      other than the Contributor Partner being affected thereby); provided,
      however,
      that no
      Contributor Partner shall be considered to have a Protected Amount from and
      following the first date upon which such Partner is no longer a Partner of
      the
      Partnership.

     

    Record
      Date:
      The
      record date established by the General Partner for distributions pursuant to
      Section 5.3 hereof, which record date shall be the same as the record date
      established by the General Partner for a distribution to its stockholders of
      some or all of its portion of such distribution.

     

    Recourse
      Liabilities:
      The
      amount of liabilities owed by the Partnership (other than nonrecourse
      liabilities and liabilities to which Partner Nonrecourse Deductions are
      attributable in accordance with Treasury Regulations Section
      1.704-2(i)).

     

    Redeeming
      Party:
      A
      Limited Partner or Assignee (other than the General Partner) who tenders
      Partnership Units for redemption pursuant to a Redemption Notice.

     

    Redemption
      Date:
      The date
      for redemption of Partnership Units as set forth in Section 9.2.

     


    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    


    Redemption
      Effective Date:
      The
      first date on which a Redeeming Party may elect to redeem Partnership Units,
      which date shall be the later of (i) the first anniversary of the date such
      Partnership Units are issued and (ii) the effective date of any registration
      statement filed by the Partnership with respect to the REIT Shares to be issued
      upon redemption of Partnership Units by a Redeeming Party.

     

    Redemption
      Notice:
      A Notice
      to the General Partner by a Redeeming Party, substantially in the form attached
      as Exhibit 2,
      pursuant to which the Redeeming Party requests the redemption of Partnership
      Units in accordance with Article IX.

     

    Redemption
      Obligation:
      The
      obligation of the Partnership to redeem the Partnership Units as set forth
      in
      Section 9.1(A).

     

    Redemption
      Period:
      The
      45-day period immediately following the filing with the SEC by the General
      Partner of an annual report of the General Partner on Form 10-K or a quarterly
      report of the General Partner on Form 10-Q or such other period or periods
      as
      the General Partner may otherwise determine.

     

    Redemption
      Restriction:
      A
      restriction on the ability of the Partnership to redeem the Partnership Units
      as
      set forth in Section 9.1(A).

     

    Registration
      Rights Agreement:
      A
      Registration Rights Agreement, substantially in the form of Exhibit
      3
      hereto,
      pursuant to which First Industrial will agree to register under the Securities
      Act of 1933, as amended, REIT Shares issued in connection with Share Payments
      made under Article IX hereof.

     

    REIT:
      A real
      estate investment trust, as defined in Code Section 856.

     

    REIT
      Charter:
      The
      Articles of Incorporation of First Industrial filed with the Department of
      Assessments and Taxation of the State of Maryland on August 10, 1993, as the
      same may be amended or restated and in effect from time to time.

     

    REIT
      Share:
      A share
      of common stock representing an ownership interest in the General
      Partner.

     

    REIT
      Share Rights:
      Rights
      to acquire additional REIT Shares issued to all holders of REIT Shares, whether
      in the form of rights, options, warrants or convertible or exchangeable
      securities, to the extent the same have been issued without additional
      consideration after the initial acquisition of such REIT Shares.

     

    SEC:
      The
      Securities and Exchange Commission.

     

    Series
      C Preferred Shares:
      8 5/8%
      Series C Cumulative Preferred Stock of First Industrial Realty Trust,
      Inc.

     

    Series
      F Preferred Shares:
      Series F
      Flexible Cumulative Redeemable Preferred Stock of First Industrial Realty Trust,
      Inc.

     

    Series
      G Preferred Shares:
      Series G
      Flexible Cumulative Redeemable Preferred Stock of First Industrial Realty Trust,
      Inc.

     

    Series
      I Preferred Shares:
      Series I
      Flexible Cumulative Redeemable Preferred Stock of First Industrial Realty Trust,
      Inc.

     

    Share
      Payment:
      The
      payment to a Redeeming Party of a number of REIT Shares determined by
      multiplying (i) the number of Partnership Units tendered for redemption by
      such
      Redeeming Party pursuant to a 

     


    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    


    validly
      proffered Redemption Notice by (ii) the Conversion Factor. In the event the
      General Partner grants any REIT Share Rights prior to such payment, any Share
      Payment shall include for the Redeeming Party his ratable share of such REIT
      Share Rights other than REIT Share Rights which have expired.

     

    Subsidiary:
      With
      respect to any Person, any corporation or other entity of which a majority
      of
      (i) the voting power of the voting equity securities or (ii) the outstanding
      equity interests is owned, directly or indirectly, by such Person.

     

    Substituted
      Limited Partner:
      That
      Person or those Persons admitted to the Partnership as substitute Limited
      Partner(s), in accordance with the provisions of this Agreement. A Substituted
      Limited Partner, upon his admission as such, shall succeed to the rights,
      privileges and liabilities of his predecessor in interest as a Limited
      Partner.

     

    Successor
      General Partner:
      Any
      Person who is admitted to the Partnership as substitute General Partner pursuant
      to this Agreement. A Successor General Partner, upon its admission as such,
      shall succeed to the rights, privileges and liabilities of its predecessor
      in
      interest as General Partner, in accordance with the provisions of the
      Act.

     

    Tax
      Matters Partner:
      The
      General Partner or such other Partner who becomes Tax Matters Partner pursuant
      to the terms of this Agreement.

     

    Terminating
      Capital Transaction:
      The sale
      or other disposition of all or substantially all of the Partnership Assets
      or a
      related series of transactions that, taken together, result in the sale or
      other
      disposition of all or substantially all of the Partnership Assets.

     

    Threshold
      Percentage:
      A
      percentage equal to 85% on the LB Closing Date and thereafter adjusted upwards
      (but not downwards) immediately prior to each solicitation of any vote of,
      or
      the seeking of any consent, approval or waiver from, the Limited Partners
      generally, to the sum of (i) 85% and (ii) the number of percentage points equal
      to the positive difference, if any, between (a) the aggregate Percentage
      Interest represented by the LB Units immediately following the LB Closing Date
      and (b) the aggregate Percentage Interest represented by the LP Units
      immediately prior to any such solicitation. For example, if on the LB Closing
      Date the LB Units represent a 10% aggregate Percentage Interest, and if
      immediately prior to a solicitation the Threshold Percentage is 85% and the
      aggregate Percentage Interest represented by the LB Units is 8%, the Threshold
      Percentage would be increased to 87% (85% + (10% - 8%)).

     

    Transfer:
      With
      respect to any Partnership Unit shall mean a transaction in which a Partner
      assigns his Partnership Interest to another Person and includes any sale,
      assignment, gift, pledge, mortgage, exchange, hypothecation, encumbrance or
      other disposition by law or otherwise; provided,
      however,
      the
      redemption of any Partnership Interest pursuant to Article IX hereof shall
      not
      constitute a “Transfer” for purposes hereof.

     

    Transfer
      Restriction Date:
      June 23,
      1995.

     

    Treasury
      Regulations:
      The
      Income Tax Regulations promulgated under the Code, as such regulations may
      be
      amended from time to time (including corresponding provisions of succeeding
      regulations).

     

    Unit
      Value:
      With
      respect to any Partnership Unit, the average of the daily market price for
      a
      REIT Share for the ten (10) consecutive trading days immediately preceding
      the
      date of receipt of a Redemption Notice by the General Partner multiplied by
      the
      Conversion Factor. If the REIT Shares are traded on a securities exchange or
      the
      NASDAQ-National Market System, the market price for each such trading day shall
      be the reported last sale price on such day or, if no sales take place on such
      day, the average of the closing bid and asked prices on such day. If the REIT
      Shares are not traded on a securities exchange or the NASDAQ-National Market
      System, the market price for 

     


    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    


    each
      such
      trading day shall be determined by the General Partner using any reasonable
      method of valuation. If a Share Payment would include any REIT Share Rights,
      the
      value of such REIT Share Rights shall be determined by the General Partner
      using
      any reasonable method of valuation, taking into account the Unit Value
      determined hereunder and the factors used to make such determination and the
      value of such REIT Share Rights shall be included in the Unit
      Value.

     

    Voting
      Termination Date:
      The
      first date after the LB Closing Date on which either (i) the General Partner
      holds 90% or more of all Partnership Units or (ii) the aggregate number of
      Partnership Units held by the General Partner and the LB Partners is less than
      the product of the Threshold Percentage and the total number of Partnership
      Units then outstanding.

     

    Section
      1.2 Rules
      of Construction.
      The
      following rules of construction shall apply to this Agreement:

     

    (A) All
      section headings in this Agreement are for convenience of reference only and
      are
      not intended to qualify the meaning of any section.

     

    (B) All
      personal pronouns used in this Agreement, whether used in the masculine,
      feminine or neuter gender, shall include all other genders, the singular shall
      include the plural, and vice versa, as the context may require.

     

    (C) Each
      provision of this Agreement shall be considered severable from the rest, and
      if
      any provision of this Agreement or its application to any Person or
      circumstances shall be held invalid and contrary to any existing or future
      law
      or unenforceable to any extent, the remainder of this Agreement and the
      application of any other provision to any Person or circumstances shall not
      be
      affected thereby and shall be interpreted and enforced to the greatest extent
      permitted by law so as to give effect to the original intent of the parties
      hereto.

     

    (D) Unless
      otherwise specifically and expressly limited in the context, any reference
      herein to a decision, determination, act, action, exercise of a right, power
      or
      privilege, or other procedure by the General Partner shall mean and refer to
      the
      decision, determination, act, action, exercise or other procedure by the General
      Partner in its sole and absolute discretion.

     

    
      
        

      



    ARTICLE
      II -
      CONTINUATION

    


    
      
        

      



    Section
      2.1 Continuation.
      The
      Partners hereby continue the Partnership as a limited partnership under the
      Act.
      The General Partner shall take all action required by law to perfect and
      maintain the Partnership as a limited partnership under the Act and under the
      laws of all other jurisdictions in which the Partnership may elect to conduct
      business, including but not limited to the filing of amendments to the
      Certificate with the Delaware Secretary of State, and qualification of the
      Partnership as a foreign limited partnership in the jurisdictions in which
      such
      qualification shall be required, as determined by the General Partner. The
      General Partner shall also promptly register the Partnership under applicable
      assumed or fictitious name statutes or similar laws.

     

    Section
      2.2 Name.
      The
      name of the Partnership is First Industrial, L.P. The General Partner may adopt
      such assumed or fictitious names as it deems appropriate in connection with
      the
      qualifications and registrations referred to in Section 2.1.

     

    Section
      2.3 Place
      of Business; Registered Agent.
      The
      principal office of the Partnership is located at 311 S. Wacker Drive, Suite
      4000, Chicago, Illinois 60606, which office may be changed to such other place
      as the 

     


    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    


    General
      Partner may from time to time designate. The Partnership may establish offices
      for the Partnership within or without the State of Delaware as may be determined
      by the General Partner. The initial registered agent for the Partnership in
      the
      State of Delaware is The Corporation Trust Company, whose address is c/o
      Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware
      19801.

     

    
      
        

      



    ARTICLE
      III -
      BUSINESS PURPOSE

    


    
      
        

      



    Section
      3.1 Business.
      The
      business of the Partnership shall be (i) conducting any business that may be
      lawfully conducted by a limited partnership pursuant to the Act including,
      without limitation, acquiring, owning, managing, developing, leasing, marketing,
      operating and, if and when appropriate, selling, industrial properties, (ii)
      entering into any partnership, joint venture or other relationship to engage
      in
      any of the foregoing or the ownership of interests in any entity engaged in
      any
      of the foregoing, (iii) making loans, guarantees, indemnities or other financial
      accommodations and borrowing money and pledging its assets to secure the
      repayment thereof, (iv) to do any of the foregoing with respect to any Affiliate
      or Subsidiary and (v) doing anything necessary or incidental to the foregoing;
      provided,
      however,
      that
      business of the Partnership shall be limited so as to permit the General Partner
      to elect and maintain its status as a REIT (unless the General Partner
      determines no longer to qualify as a REIT).

     

    Section
      3.2 Authorized
      Activities.
      In
      carrying out the purposes of the Partnership, but subject to all other
      provisions of this Agreement, the Partnership is authorized to engage in any
      kind of lawful activity, and perform and carry out contracts of any kind,
      necessary or advisable in connection with the accomplishment of the purposes
      and
      business of the Partnership described herein and for the protection and benefit
      of the Partnership; provided that the General Partner shall not be obligated
      to
      cause the Partnership to take, or refraining from taking, any action which,
      in
      the judgment of the General Partner, (i) could adversely affect the
      ability
      of the General Partner to qualify and continue to qualify as a REIT,
      (ii) could subject the General Partner to additional taxes under Code
      Section 857 or 4981 or (iii) could violate any law or regulation of
      any
      governmental body or agency having jurisdiction over the General Partner or
      its
      securities.

     

    
      
        

      



    ARTICLE
      IV -
      CAPITAL CONTRIBUTIONS

    


    
      
        

      



    Section
      4.1 Capital
      Contributions.

     

    (A) Upon
      the
      contribution to the Partnership of property in accordance with a Contribution
      Agreement, Partnership Units shall be issued in accordance with, and as
      contemplated by, such Contribution Agreement, and the Persons receiving such
      Partnership Units shall become Partners and shall be deemed to have made a
      Capital Contribution as set forth on Exhibit 1.
      Exhibit 1
      also
      sets forth the initial number of Partnership Units owned by each Partner and
      the
      Percentage Interest of each Partner, which Percentage Interest shall be adjusted
      from time to time by the General Partner to reflect the issuance of additional
      Partnership Units, the redemption of Partnership Units, additional Capital
      Contributions and similar events having an effect on a Partner’s Percentage
      Interest. Except as set forth in Section 4.2 (regarding issuance of additional
      Partnership Units) or Section 7.6 (regarding withholding obligations), no
      Partner shall be required under any circumstances to contribute to the capital
      of the Partnership any amount beyond that sum required pursuant to this Article
      IV.

     

    (B) Anything
      in the foregoing Section 4.1(A) or elsewhere in this Agreement notwithstanding,
      the Partnership Units held by the General Partner shall, at all times, be deemed
      to be General Partner units and shall constitute the General Partner
      Interest.

     


    
      
        
        

      

      
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    Section
      4.2 Additional
      Partnership Interests.

     

    (A) The
      Partnership may issue additional limited partnership interests in the form
      of
      Partnership Units for any Partnership purpose at any time or from time to time,
      to any Partner or other Person (other than the General Partner, except in
      accordance with Section 4.2(B) below).

     

    (B) The
      Partnership also may from time to time issue to the General Partner additional
      Partnership Units or other Partnership Interests in such classes and having
      such
      designations, preferences and relative rights (including preferences and rights
      senior to the existing Limited Partner Interests) as shall be determined by
      the
      General Partner in accordance with the Act and governing law. Except as provided
      in Article IX, any such issuance of Partnership Units or Partnership Interests
      to the General Partner shall be conditioned upon (i) the undertaking by the
      General Partner of a related issuance of its capital stock (with such shares
      having designations, rights and preferences such that the economic rights of
      the
      holders of such capital stock are substantially similar to the rights of the
      additional Partnership Interests issued to the General Partner) and the General
      Partner making a Capital Contribution (a) in an amount equal to the net proceeds
      raised in the issuance of such capital stock, in the event such capital stock
      is
      sold for cash or cash equivalents or (b) the property received in consideration
      for such capital stock, in the event such capital stock is issued in
      consideration for other property or (ii) the issuance by the General Partner
      of
      capital stock under any stock option or bonus plan and the General Partner
      making a Capital Contribution in an amount equal to the exercise price of the
      option exercised pursuant to such stock option or other bonus plan.

     

    (C) Except
      as
      contemplated by Article IX (regarding redemptions) or Section 4.2(B), the
      General Partner shall not issue any (i) additional REIT Shares, (ii) rights,
      options or warrants containing the right to subscribe for or purchase REIT
      Shares or (iii) securities convertible or exchangeable into REIT Shares
      (collectively, “Additional REIT Securities”) other than to all holders of REIT
      Shares, pro rata, unless (x) the Partnership issues to the General Partner
      (i)
      Partnership Interests, (ii) rights, options or warrants containing the right
      to
      subscribe for or purchase Partnership Interests or (iii) securities convertible
      or exchangeable into Partnership Interests such that the General Partner
      receives an economic interest in the Partnership substantially similar to the
      economic interest in the General Partner represented by the Additional REIT
      Securities and (y) the General Partner contributes to the Partnership the net
      proceeds from, or the property received in consideration for, the issuance
      of
      the Additional REIT Securities and the exercise of any rights contained in
      any
      Additional REIT Securities.

     

    Section
      4.3 No
      Third Party Beneficiaries.  The
      foregoing provisions of this Article IV are not intended to be for the
      benefit of any creditor of the Partnership or other Person to whom any debts,
      liabilities or obligations are owed by (or who otherwise has any claim against)
      the Partnership or any of the Partners and no such creditor or other Person
      shall obtain any right under any such foregoing provision against the
      Partnership or any of the Partners by reason of any debt, liability or
      obligation (or otherwise).

     

    Section
      4.4 Capital
      Accounts.

     

    
    

    (A) The
      Partnership shall establish and maintain a separate Capital Account for each
      Partner in accordance with Code Section 704 and Treasury Regulations Section
      1.704-1(b)(2)(iv). The Capital Account of each Partner shall be credited
      with:

     

    (1) the
      amount of all Capital Contributions made to the Partnership by such Partner
      in
      accordance with this Agreement; plus

     

    (2) all
      income and gain of the Partnership computed in accordance with this Section
      4.4
      and allocated to such Partner pursuant to Article V (including for purposes
      of
      this Section 4.4(A), income and gain exempt from tax);

     


    
      
        
        

      

      
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    and
      shall
      be debited with the sum of:

     

    (1) all
      losses or deductions of the Partnership computed in accordance with this Section
      4.4 and allocated to such Partner pursuant to Article V,

     

    (2) such
      Partner’s distributive share of expenditures of the Partnership described in
      Code Section 705(a)(2)(B), and

     

    (3) all
      cash
      and the Agreed Value (reduced to take into account the amount of any related
      indebtedness assumed by the Partner, or to which the distributed property is
      subject) of any property actually distributed or deemed distributed by the
      Partnership to such Partner pursuant to the terms of this
      Agreement.

     

    Any
      reference in any section or subsection of this Agreement to the Capital Account
      of a Partner shall be deemed to refer to such Capital Account as the same may
      be
      credited or debited from time to time as set forth above.

     

    (B) For
      purposes of computing the amount of any item of income, gain, deduction or
      loss
      to be reflected in the Partners’ Capital Accounts, the determination,
      recognition and classification of each such item shall be the same as its
      determination, recognition and classification for federal income tax purposes,
      determined in accordance with Code Section 703(a) and accounting for those
      adjustments set forth in the definition of Profits and Losses, with the
      following additional adjustments:

     

    (1) the
      computation of all items of income, gain, loss and deduction shall be made
      without regard to any Code Section 754 election that may be made by the
      Partnership, except to the extent required in accordance with the provisions
      of
      Treasury Regulations Section 1.704-1(b)(2)(iv)(m); and

     

    (2) in
      the
      event the Book Value of any Partnership Asset is adjusted pursuant to Section
      4.4(D) below, the amount of such adjustment shall be treated as gain or loss
      from the disposition of such asset.

     

    (C) Any
      transferee of a Partnership Interest shall succeed to a pro
      rata
      portion
      of the transferor’s Capital Account transferred.

     

    (D) Consistent
      with the provisions of Treasury Regulations Section 1.704-1(b)(2)(iv)(f),
      (i) immediately prior to the acquisition of an additional Partnership
      Interest by any new or existing Partner in connection with the contribution
      of
      money or other property (other than a de
      minimis
      amount)
      to the Partnership, (ii) immediately prior to the distribution by the
      Partnership to a Partner of Partnership property (other than a de
      minimis
      amount)
      as consideration for a Partnership Interest, (iii) immediately prior to the
      liquidation of the Partnership as defined in Treasury Regulations Section
      1.704-1(b)(2)(ii)(g) and (iv) immediately prior to any other event for which
      the
      Treasury Regulation Section 1.704-1(b)(2)(iv)(f) permits an adjustment to book
      value, the Book Value of all Partnership Assets shall be revalued upward or
      downward to reflect the fair market value of each such Partnership Asset as
      determined by the General Partner using such reasonable method of valuation
      as
      it may adopt.

     

    (E) The
      foregoing provisions of this Section 4.4 are intended to comply with Treasury
      Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner
      consistent with such Treasury Regulations. In the event the General Partner
      shall determine that it is prudent to modify the manner in which the Partners’
      Capital Accounts are computed hereunder in order to comply with such Treasury
      Regulations, the General Partner may make such modification if such modification
      is not likely to have a material effect on the amount distributable to any
      Partner under the terms of this Agreement and the General Partner notifies
      the
      other Partners in writing of such modification prior to making such
      modification.

     


    
      
        
        

      

      
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    Section
      4.5 Return
      of Capital Account; Interest. 
      Except as otherwise specifically provided in this Agreement, (i) no Partner
      shall have any right to withdraw or reduce its Capital Contributions or Capital
      Account, or to demand and receive property other than cash from the Partnership
      in return for its Capital Contributions or Capital Account; (ii) no Partner
      shall have any priority over any other Partners as to the return of its Capital
      Contributions or Capital Account; (iii) any return of Capital Contributions
      or
      Capital Accounts to the Partners shall be solely from the Partnership Assets,
      and no Partner shall be personally liable for any such return; and (iv) no
      interest shall be paid by the Partnership on Capital Contributions or on
      balances in Partners’ Capital Accounts.

     

    Section
      4.6 Preemptive
      Rights.
      No
      Person shall have any preemptive or similar rights with respect to the issuance
      or sale of additional Partnership Units.

     

    Section
      4.7 REIT
      Share Purchases.
      If the
      General Partner acquires additional REIT Shares pursuant to Article IX of the
      REIT Charter, the Partnership shall purchase from the General Partner that
      number of Partnership Units determined by applying the Conversion Multiple
      to
      the number of REIT Shares purchased by the General Partner at the same price
      and
      on the same terms as those upon which the General Partner purchased such REIT
      Shares.

     

    
      
        

      



    ARTICLE
      V -
      ALLOCATIONS AND DISTRIBUTIONS

    


    
      
        

      



    Section
      5.1 Limited
      Liability.
      For
      bookkeeping purposes, the Profits of the Partnership shall be shared, and the
      Losses of the Partnership shall be borne, by the Partners as provided in Section
      5.2 below; provided,
      however,
      that
      except as expressly provided in this Agreement, neither any Limited Partner
      (in
      its capacity as a Limited Partner), the Class C Limited Partner (in its capacity
      as Class C Limited Partner), the Class F Limited Partner (in its capacity as
      Class F Limited Partner), the Class G Limited Partner (in its capacity as Class
      G Limited Partner) nor the Class I Limited Partner (in its capacity as Class
      I
      Limited Partner) shall be personally liable for losses, costs, expenses,
      liabilities or obligations of the Partnership in excess of its Capital
      Contribution required under Article IV hereof.

     

    Section
      5.2 Profits,
      Losses and Distributive Shares.

     

    (A) Profits.
      After
      giving effect to the special allocations, if any, provided in Section 5.2(C),
      (D), (I), (J), (K) and (L), Profits in each Fiscal Year shall be allocated
      in
      the following order:

     

    (1) First,
      to
      the General Partner until the cumulative Profits allocated to the General
      Partner under this Section 5.2(A)(1), whether in the current or in any prior
      Fiscal Year equal the cumulative Losses allocated to such Partner under Section
      5.2(B)(6), whether in the current or in any prior Fiscal Year;

     

    (2) Second,
      to the Class C Limited Partner, Class F Limited Partner, Class G Limited Partner
      and Class I Limited Partner, in proportion to the cumulative Losses allocated
      to
      each such Partner under Section 5.2(B)(5), whether in the current or in any
      prior Fiscal Year until the cumulative Profits allocated to each such Partner
      under this Section 5.2(A)(2) equal the cumulative Losses allocated to each
      such
      Partner under Section 5.2(B)(5), whether in the current or in any prior Fiscal
      Year;

     

    (3) Third,
      to
      each Partner in proportion to the cumulative Losses allocated to such Partner
      under Section 5.2(B)(4), whether in the current or in any prior Fiscal Year,
      until the cumulative Profits allocated to such Partner under this Section
      5.2(A)(3) equal the cumulative Losses allocated to such Partner under Section
      5.2(B)(4), whether in the current or in any prior Fiscal Year;

     


    
      
        
        

      

      
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    (4) Fourth,
      to the General Partner until the cumulative Profits allocated to the General
      Partner under this Section 5.2(A)(4), whether in the current or in any prior
      Fiscal Year equal the cumulative Losses allocated to such Partner under Section
      5.2(B)(3), whether in the current or in any prior Fiscal Year;

     

    (5) Fifth,
      to
      each Partner in proportion to the cumulative Losses allocated to such Partner
      under Section 5.2(B)(2), whether in the current or in any prior Fiscal Year,
      until the cumulative Profits allocated to such Partner under this Section
      5.2(A)(5) equal the cumulative Losses allocated to such Partner under Section
      5.2(B)(2), whether in the current or in any prior Fiscal Year;

     

    (6) Sixth,
      to
      each Partner in proportion to the cumulative Losses allocated to such Partner
      under Section 5.2(B)(1), whether in the current or in any prior Fiscal Year,
      until the cumulative Profits allocated to such Partner under this Section
      5.2(A)(6) equal the cumulative Losses allocated to such Partner under Section
      5.2(B)(1), whether in the current or in any prior Fiscal Year; and

     

    (7) Then,
      the
      balance, if any, to the Partners in proportion to their respective Percentage
      Interests.

     

    (B) Losses.
      After
      giving effect to the special allocations, if any, provided in Section 5.2(C),
      (D), (I), (J), (K) and (L), Losses in each Fiscal Year shall be allocated in
      the
      following order of priority:

     

    (1) First,
      to
      the Partners (other than the Class C Limited Partner, the Class F Limited
      Partner, the Class G Limited Partner and the Class I Limited Partner), in
      proportion to their respective Percentage Interests, but not in excess of the
      positive Adjusted Capital Account balance of any Partner prior to the allocation
      provided for in this Section 5.2(B)(1);

     

    (2) Second,
      to the Partners (other than the Class C Limited Partner, the Class F Limited
      Partner, the Class G Limited Partner and the Class I Limited Partner) with
      positive Adjusted Capital Account balances prior to the allocation provided
      for
      in this Section 5.2(B)(2), in proportion to the amount of such balances until
      all such balances are reduced to zero;

     

    (3) Third,
      to
      the General Partner until (i) the excess of (a) the cumulative Losses allocated
      under this Section 5.2(B)(3), whether in the current or in any prior Fiscal
      Year, over (b) the cumulative Profits allocated under Section 5.2(A)(4), whether
      in the current or in any prior Fiscal Year, equals (ii) the excess of (a) the
      amount of Recourse Liabilities over (b) the Aggregate Protected
      Amount;

     

    (4) Fourth,
      to and among the Contributor Partners, in accordance with their respective
      Protected Amounts, until the excess of (a) the cumulative Losses allocated
      under
      this Section 5.2(B)(4), whether in the current or in any prior Fiscal Year,
      over
      (b) the
      cumulative Profits allocated under 5.2(A)(3), whether in the current or in
      any
      prior Fiscal Year, equals the Aggregate Protected Amount (as of the close of
      the
      Fiscal Year to which such allocation relates);

     

    (5) Fifth,
      to
      the Class C Limited Partner, the Class F Limited Partner, the Class G Limited
      Partner and the Class I Limited Partner, in accordance with their respective
      Adjusted Capital Accounts, until their Adjusted Capital Accounts are reduced
      to
      zero; and

     

    (6) Thereafter,
      to the General Partner;

     

    provided,
      however,
      (i)
      that, from and following the first Fiscal Year upon which a Contributor Partner
      is no longer a Partner of the Partnership, the provisions of this Section 5.2(B)
      shall be null, void and without further force and effect with respect to such
      Contributor Partner; (ii) that this Section 5.2(B) shall control,
      notwithstanding any reallocation or adjustment of taxable income, loss or other
      items by the Internal Revenue Service or any other taxing 

     


    
      
        
        

      

      
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    authority;
      provided,
      however,
      that
      neither the Partnership nor the General Partner (nor any of their respective
      affiliates) is required to indemnify any Contributor Partner (or its affiliates)
      for the loss of any tax benefit resulting from any reallocation or adjustment
      of
      taxable income, loss or other items by the Internal Revenue Service or other
      taxing authority; and (iii) that, during such period as there are Contributor
      Partners in the Partnership, the provisions of Section 5.2(B)(4) shall not
      be
      amended in a manner which adversely affects the Contributor Partners (without
      the consent of each Contributor Partner so affected).

     

    (C) Special
      Allocations.
      Except
      as otherwise provided in this Agreement, the following special allocations
      will
      be made in the following order and priority:

     

    (1) Partnership
      Minimum Gain Chargeback.
      Notwithstanding any other provision of this Article V, if there is a net
      decrease in Partnership Minimum Gain during any tax year or other period for
      which allocations are made, each Partner will be specially allocated items
      of
      Partnership income and gain for that tax year or other period (and, if
      necessary, subsequent periods) in an amount equal to such Partner’s share of the
      net decrease in Partnership Minimum Gain during such tax year or other period
      determined in accordance with Treasury Regulations Section 1.704-2(g).
      Allocations pursuant to the preceding sentence shall be made in proportion
      to
      the respective amounts required to be allocated to each Partner pursuant
      thereto. The items to be so allocated shall be determined in accordance with
      Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section
      5.2(C)(1) is intended to comply with the minimum gain chargeback requirements
      set forth in Treasury Regulations Section 1.704-2(f) and shall be interpreted
      consistently therewith, including the exceptions to the minimum gain chargeback
      requirement set forth in Treasury Regulations Section 1.704-2(f) and (3). If
      the
      General Partner concludes, after consultation with tax counsel, that the
      Partnership meets the requirements for a waiver of the minimum gain chargeback
      requirement as set forth in Treasury Regulations Section 1.704-2(f)(4), the
      General Partner may take steps reasonably necessary or appropriate in order
      to
      obtain such waiver.

     

    (2) Partner
      Nonrecourse Debt Minimum Gain Chargeback.
      Notwithstanding any other provision of this Section (other than Section
      5.2(C)(1) which shall be applied before this Section 5.2(C)(2)), if there is
      a
      net decrease in Partner Minimum Gain during any tax year or other period for
      which allocations are made, each Partner with a share of Partner Minimum Gain
      determined in accordance with Treasury Regulations Section 1.704-2(i)(5) shall
      be specially allocated items of Partnership income and gain for that period
      (and, if necessary, subsequent periods) in an amount equal to such Partner’s
      share of the net decrease in Partner Minimum Gain determined in accordance
      with
      Treasury Regulations Section 1.704-2(i)(4). The items to be so allocated shall
      be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4)
      and
      1.704-2(j)(2)(ii). This Section 5.2(C)(2) is intended to comply with the minimum
      gain chargeback requirements of Treasury Regulations Section and shall be
      interpreted consistently therewith, including the exceptions set forth in
      Treasury Regulations Section 1.704-2(f)(2) and (3) to the extent such exceptions
      apply to Treasury Regulations Sections 1.704-2(i)(4). If the General Partner
      concludes, after consultation with tax counsel, that the Partnership meets
      the
      requirements for a waiver of the Partner Minimum Gain chargeback requirement
      set
      forth in Treasury Regulation 1.704-2(f), but only to the extent such exception
      applies to Treasury Regulations Section 1.704-2(i)(4), the General Partner
      may
      take steps necessary or appropriate to obtain such waiver.

     

    (3) Qualified
      Income Offset.
      A
      Partner who unexpectedly receives any adjustment, allocation or distribution
      described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6)
      will be specially allocated items of Partnership income and gain in an amount
      and manner sufficient to eliminate, to the extent required by Treasury
      Regulations 1.704-1(b)(2)(ii)(d), the Adjusted Capital Account Deficit of the
      Partner as quickly as possible, provided that an allocation pursuant to this
      Section 5.2(C)(3) shall be made if and only to the extent that such Partner
      would have an Adjusted Capital Account Deficit after all other allocations
      provided for in this Article V have been tentatively made as if this Section
      5.2(C)(3) were not contained in this Agreement.

     

     

    
      
        
        

      

      
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    (4) Partnership
      Nonrecourse Deductions.
      Partnership Nonrecourse Deductions for any taxable year or other period for
      which allocations are made will be allocated among the Partners in proportion
      to
      their respective Percentage Interests.

     

    (5) Partner
      Nonrecourse Deductions.
      Notwithstanding anything to the contrary in this Agreement, any Partner
      Nonrecourse Deductions for any taxable year or other period for which
      allocations are made will be allocated to the Partner who bears the economic
      risk of loss with respect to the liability to which the Partner Nonrecourse
      Deductions are attributable in accordance with Treasury Regulations Section
      1.704-2(i).

     

    (6) Code
      Section 754 Adjustments.
      To the
      extent an adjustment to the adjusted tax basis of any Partnership asset under
      Code Section 734(b) or 743(b) is required to be taken into account in
      determining Capital Accounts under Treasury Regulations Section
      1.704-1(b)(2)(iv)(m)(2) or (4), the amount of the adjustment to the Capital
      Accounts will be treated as an item of gain (if the adjustment increases the
      basis of the asset) or loss (if the adjustment decreases the basis of the
      asset), and the gain or loss will be specially allocated to the Partners in
      a
      manner consistent with the manner in which their Capital Accounts are required
      to be adjusted under Treasury Regulations Section
      1.704-1(b)(2)(iv)(m).

     

    (7) Depreciation
      Recapture.
      In the
      event there is any recapture of Depreciation or investment tax credit, the
      allocation thereof shall be made among the Partners in the same proportion
      as
      the deduction for such Depreciation or investment tax credit was
      allocated.

     

    (8) Interest
      in Partnership.
      Notwithstanding any other provision of this Agreement, no allocation of Profit
      or Loss (or item of Profit or Loss) will be made to a Partner if the allocation
      would not have “economic effect” under Treasury Regulations Section
      1.704-1(b)(2)(ii)(a) or otherwise would not be in accordance with the Partner’s
      interest in the Partnership within the meaning of Treasury Regulations Section
      1.704-1(b)(3).

     

    (D) Curative
      Allocations.
      The
      allocations set forth in Section 5.2(C)(1) through (8) (the “Regulatory
      Allocations”) are intended to comply with certain requirements of Treasury
      Regulations Sections 1.704-1(b) and 1.704-2. The Regulatory Allocations may
      not
      be consistent with the manner in which the Partners intend to divide Partnership
      distributions. Accordingly, the General Partner is authorized to further
      allocate Profits, Losses, and other items among the Partners in a reasonable
      manner so as to prevent the Regulatory Allocations from distorting the manner
      in
      which Partnership distributions would be divided among the Partners under
      Section 5.3, but for application of the Regulatory Allocations. In general,
      the
      reallocation will be accomplished by specially allocating other Profits, Losses
      and items of income, gain, loss and deduction, to the extent they exist, among
      the Partners so that the net amount of the Regulatory Allocations and the
      special allocations to each Partner is zero. The General Partner may accomplish
      this result in any reasonable manner that is consistent with Code Section 704
      and the related Treasury Regulations.

     

    (E) Tax
      Allocations.

     

    (1) Except
      as
      otherwise provided in Section 5.2(E)(2), each item of income, gain, loss and
      deduction shall be allocated for federal income tax purposes in the same manner
      as each correlative item of income, gain, loss or deduction, is allocated for
      book purposes pursuant to the provisions of Section 5.1 hereof.

     

    (2) Notwithstanding
      anything to the contrary in this Article V, in an attempt to eliminate any
      Book-Tax Disparity with respect to a Contributed Property, items of income,
      gain, loss or deduction with respect to each such property shall be allocated
      for federal income tax purposes among the Partners as follows:

     

    (a) Depreciation,
      Amortization and Other Cost Recovery Items.
      In the
      case of each Contributed Property with a Book-Tax Disparity, any item of
      depreciation, amortization or other 

     


    
      
        
        

      

      
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    cost
      recovery allowance attributable to such property shall be allocated as follows:
      (x) first, to Partners (the “Non-Contributing Partners”) other than the Partners
      who contributed such property to the Partnership (or are deemed to have
      contributed the property pursuant to Section 4.1(A)) (the “Contributing
      Partners”) in an amount up to the book allocation of such items made to the
      Non-Contributing Partners pursuant to Section 5.1 hereof, pro
      rata
      in
      proportion to the respective amount of book items so allocated to the
      Non-Contributing Partners pursuant to Section 5.1 hereof; and (y) any remaining
      depreciation, amortization or other cost recovery allowance to the Contributing
      Partners in proportion to their Percentage Interests. In no event shall the
      total depreciation, amortization or other cost recovery allowance allocated
      hereunder exceed the amount of the Partnership’s depreciation, amortization or
      other cost recovery allowance with respect to such property.

     

    (b) Gain
      or Loss on Disposition.
      In the
      event the Partnership sells or otherwise disposes of a Contributed Property
      with
      a Book-Tax Disparity, any gain or loss recognized by the Partnership in
      connection with such sale or other disposition shall be allocated among the
      Partners as follows: (x) first, any gain or loss shall be allocated to the
      Contributing Partners in proportion to their Percentage Interests to the extent
      required to eliminate any Book-Tax Disparity with respect to such property;
      and
      (y) any remaining gain or loss shall be allocated among the Partners in the
      same
      manner that the correlative items of book gain or loss are allocated among
      the
      Partners pursuant to Section 5.1 hereof.

     

    (3) In
      the
      event the Book Value of a Partnership Asset (including a Contributed Property)
      is adjusted pursuant to Section 4.4(D) hereof, all items of income, gain, loss
      or deduction in respect of such property shall be allocated for federal income
      tax purposes among the Partners in the same manner as provided in Section
      5.2(E)(2) hereof to take into account any variation between the fair market
      value of the property, as determined by the General Partner using such
      reasonable method of valuation as it may adopt, and the Book Value of such
      property, both determined as of the date of such adjustment.

     

    (4) The
      General Partner shall have the authority to elect alternative methods to
      eliminate the Book-Tax Disparity with respect to one or more Contributed
      Properties, as permitted by Treasury Regulations Sections 1.704-3 and 1.704-3T,
      and such election shall be binding on all of the Partners.

     

    (5) The
      Partners hereby intend that the allocation of tax items pursuant to this Section
      5.2(E) comply with the requirements of Code Section 704(c) and Treasury
      Regulations Sections 1.704-3 and 1.704-3T.

     

    (6) The
      allocation of items of income, gain, loss or deduction pursuant to this Section
      5.2(E) are solely for federal, state and local income tax purposes, and the
      Capital Account balances of the Partners shall be adjusted solely for
      allocations of “book” items in respect of Partnership Assets pursuant to Section
      5.1 hereof.

     

    (F) Other
      Allocation Rules.
      The
      following rules will apply to the calculation and allocation of Profits, Losses
      and other items:

     

    (1) Except
      as
      otherwise provided in this Agreement, all Profits, Losses and other items
      allocated to the Partners will be allocated among them in proportion to their
      Percentage Interests.

     

    (2) For
      purposes of determining the Profits, Losses or any other item allocable to
      any
      period, Profits, Losses and other items will be determined on a daily, monthly
      or other basis, as determined by the General Partner using any permissible
      method under Code Section 706 and the related Treasury Regulations.

     


    
      
        
        

      

      
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    (3) Except
      as
      otherwise provided in this Agreement, all items of Partnership income, gain,
      loss and deduction, and other allocations not provided for in this Agreement
      will be divided among the Partners in the same proportions as they share Profits
      and Losses, provided that any credits shall be allocated in accordance with
      Treasury Regulations Section 1.704-1(b)(4)(ii).

     

    (4) For
      purposes of Treasury Regulations Section 1.752-3(a), the Partners hereby agree
      that any Nonrecourse Liabilities of the Partnership in excess of the sum of
      (i)
      the Partnership Minimum Gain and (ii) the aggregate amount of taxable gain
      that
      would be allocated to the Partners under Section 704(c) (or in the same manner
      as Section 704(c) in connection with a revaluation of Partnership property)
      if
      the Partnership disposed of (in a taxable transaction) all Partnership property
      subject to one or more Nonrecourse Liabilities of the Partnership in full
      satisfaction of such Liabilities and for no other consideration, shall be
      allocated among the Partners in accordance with their respective Partnership
      Interests; provided that the General Partner shall have discretion in any Fiscal
      Year to allocate such excess Nonrecourse Liabilities among the Partners (a)
      in a
      manner reasonably consistent with allocations (that have substantial economic
      effect) of some other significant item of Partnership income or gain or (b)
      in
      accordance with the manner in which it is reasonably expected that the
      deductions attributable to the excess Nonrecourse Liabilities will be
      allocated.

     

    (G) Partner
      Acknowledgment.
      The
      Partners agree to be bound by the provisions of this Section 5.2 in reporting
      their shares of Partnership income, gain, loss, deduction and credit for income
      tax purposes.

     

    (H) Regulatory
      Compliance.
      The
      foregoing provisions of this Section 5.2 relating to the allocation of Profits,
      Losses and other items for federal income tax purposes are intended to comply
      with Treasury Regulations Sections 1.704-1(b), 1.704-2, 1.704-3 and 1.704-3T
      and
      shall be interpreted and applied in a manner consistent with such Treasury
      Regulations.

     

    (I) Class
      C Priority Allocation.
      The
      holders of the Class C Units shall be allocated gross income such that, from
      the
      inception of the partnership through the end of the Fiscal Year to which the
      allocation relates, including the year of liquidation of the Partnership in
      accordance with Article X, the sum of all priority allocations pursuant to
      this
      Section 5.2(I) equals (or approaches as nearly as possible) the sum of all
      Class
      C Priority Return Amounts accrued through the end of the fiscal year to which
      the allocation relates.

     

    (J) Class
      F Priority Allocation.
      The
      holders of Class F Units shall be allocated gross income such that, from the
      inception of the partnership through the end of the fiscal year to which the
      allocation relates, including the year of liquidation of the Partnership in
      accordance with Article X, the sum of all priority allocations pursuant to
      this
      Section 5.2(J) equals (or approaches as nearly as possible) the sum of all
      Class
      F Priority Return Amounts accrued through the end of the fiscal year to which
      the allocation relates.

     

    (K) Class
      G Priority Allocation.
      The
      holders of Class G Units shall be allocated gross income such that, from the
      inception of the partnership through the end of the fiscal year to which the
      allocation relates, including the year of liquidation of the Partnership in
      accordance with Article X, the sum of all priority allocations pursuant to
      this
      Section 5.2(K) equals (or approaches as nearly as possible) the sum of all
      Class
      G Priority Return Amounts accrued through the end of the fiscal year to which
      the allocation relates.

     

    (L) Class
      I Priority Allocation.
      The
      holders of Class I Units shall be allocated gross income such that, from the
      inception of the partnership through the end of the fiscal year to which the
      allocation relates, including the year of liquidation of the Partnership in
      accordance with Article X, the sum of all priority allocations pursuant to
      this
      Section 5.2(L) equals (or approaches as nearly as possible) the sum of all
      Class
      I Priority Return Amounts accrued through the end of the fiscal year to which
      the allocation relates.

     


    
      
        
        

      

      
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    Section
      5.3 Distributions..

     

    (A) The
      General Partner shall cause the Partnership to distribute to the holder of
      each
      Class C Unit an amount in cash equal to the cumulative undistributed Class
      C
      Priority Return Amount with respect to each such unit (provided that the amount
      distributable pursuant to this Section 5.3(A) shall not be in excess of the
      Distributable Cash) on March 31, June 30, September 30 and December 31 of each
      year, commencing on September 30, 1997 (or in the case of a Class C Unit with
      a
      Class C Deemed Original Issue Date after September 30, 1997, on the first such
      distribution date following the applicable Class C Deemed Original Issue Date);
      provided that, if any such distribution date shall be a Saturday, Sunday or
      day
      on which banking institutions in the State of New York are authorized or
      obligated by law to close, or a day which is declared a national or New York
      State holiday (any of the foregoing, a “Non-business Day”), then such
      distribution shall be made on the next succeeding day which is not a
      Non-business Day. Class C Priority Return Amounts that are distributable with
      respect to a period greater or less than a full Class C Distribution Period
      shall be computed on the basis of a 360-day year consisting of 12 30-day
      months.

     

    (B) The
      General Partner shall cause the Partnership to distribute to the holder of
      each
      Class F Unit an amount in cash equal to the cumulative undistributed Class
      F
      Priority Return Amount with respect to each such unit (provided that the amount
      distributable pursuant to this section 5.3(B) shall not be in excess of the
      Distributable Cash) on each Class F Distribution Date. 

     

    (C) The
      General Partner shall cause the Partnership to distribute to the holder of
      each
      Class G Unit an amount in cash equal to the cumulative undistributed Class
      G
      Priority Return Amount with respect to each such unit (provided that the amount
      distributable pursuant to this section 5.3(C) shall not be in excess of the
      Distributable Cash) on each Class G Distribution Date. 

     

    (D) The
      General Partner shall cause the Partnership to distribute to the holder of
      each
      Class I Unit an amount in cash equal to the cumulative undistributed Class
      I
      Priority Return Amount with respect to each such unit (provided that the amount
      distributable pursuant to this section 5.3(D) shall not be in excess of the
      Distributable Cash) on each Class I Distribution Date. 

     

    (E) After
      giving effect to Sections 5.3(A), (B), (C) and (D), if applicable, the General
      Partner shall have the authority to cause the Partnership to make distributions
      from time to time as it determines, including without limitation, distributions
      which are sufficient to enable the General Partner to (i) maintain its status
      as
      a REIT, (ii) avoid the imposition of any tax under Code Section 857 and (iii)
      avoid the imposition of any excise tax under Code Section 4981. Except as
      otherwise expressly set forth in this Section 5.3(E), all Distributions pursuant
      to this Section 5.3 shall be made on a pari
      passu
      basis.

     

    (F) Distributions
      pursuant to Section 5.3(E) shall be made pro
      rata
      among
      the Partners of record on the Record Date established by the General Partner
      for
      the distribution, in accordance with their respective Percentage Interests,
      without regard to the length of time the record holder has been such except
      that
      the first distribution paid on Units issued after June 1, 1996 shall be pro
      rated to reflect the actual portion of the period for which the distribution
      is
      being paid during which such Units were outstanding, or shall be in such other
      amount or computed on such other basis as may be agreed by the General Partner
      and the holders of such Units, provided that such other amount or the amount
      so
      computed, as applicable, may not exceed the aforementioned pro rated
      amount.

     

    (G) The
      General Partner shall use its reasonable efforts to make distributions to the
      Partners so as to preclude any distribution or portion thereof from being
      treated as part of a sale of property to the Partnership by a Partner under
      Section 707 of the Code or the Treasury Regulations thereunder; provided that
      the General Partner and the Partnership shall not have liability to a Limited
      Partner under any circumstances as a result of any distribution to a Partner
      being so treated.

     


    
      
        
        

      

      
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    Section
      5.4 Distribution
      upon Redemption.
      Notwithstanding any other provision hereof, proceeds of (i) a Class
      C
      Redemption shall be distributed to the Class C Limited Partner in accordance
      with Section 9.1(C), (ii)  a Class F Redemption shall be distributed
      to the Class F Limited Partner in accordance with Section 9.1(D), (iii) a Class
      G Redemption shall be distributed to the Class G Limited Partner in accordance
      with Section 9.1(E) and (iv) a Class I Redemption shall be distributed to the
      Class I Limited Partner in accordance with Section 9.1(F).

     

    Section
      5.5 Distributions
      upon Liquidation.
      Notwithstanding any other provision hereof, proceeds of a Terminating Capital
      Transaction shall be distributed to the Partners in accordance with Section
      10.2.

     

    Section
      5.6 Amounts
      Withheld.
      All
      amounts withheld pursuant to the Code or any provision of state or local tax
      law
      and Section 7.6 of this Agreement with respect to any allocation, payment or
      distribution to the General Partner, the Class C Limited Partner, the Class
      F
      Limited Partner, the Class G Limited Partner, the Class I Limited Partner,
      the
      Limited Partners or Assignees shall be treated as amounts distributed to such
      General Partner, the Class C Limited Partner, the Class F Limited Partner,
      the
      Class G Limited Partner, the Class I Limited Partner, the Limited Partners
      or
      Assignees, as applicable, pursuant to Section 5.3 of this
      Agreement.

     

    
      
        

      



    ARTICLE
      VI -
      PARTNERSHIP MANAGEMENT

    
      
        

      



    


    Section
      6.1 Management
      and Control of Partnership Business..

     

    (A) Except
      as
      otherwise expressly provided or limited by the provisions of this Agreement,
      the
      General Partner shall have full, exclusive and complete discretion to manage
      the
      business and affairs of the Partnership, to make all decisions affecting the
      business and affairs of the Partnership and to take all such action as it deems
      necessary or appropriate to accomplish the purposes of the Partnership as set
      forth herein. Except as set forth in this Agreement, the Limited Partners shall
      not have any authority, right, or power to bind the Partnership, or to manage,
      or to participate in the management of the business and affairs of the
      Partnership in any manner whatsoever. Such management shall in every respect
      be
      the full and complete responsibility of the General Partner alone as herein
      provided.

     

    (B) In
      carrying out the purposes of the Partnership, the General Partner shall be
      authorized to take all actions it deems necessary and appropriate to carry
      on
      the business of the Partnership. The Limited Partners, the Class C Limited
      Partner, the Class F Limited Partner, the Class G Limited Partner and the Class
      I Limited Partner, by execution hereof, agree that the General Partner is
      authorized to execute, deliver and perform any agreement and/or transaction
      on
      behalf of the Partnership.

     

    (C) The
      General Partner and its Affiliates may acquire Limited Partner Interests from
      Limited Partners who agree so to transfer Limited Partner Interests or from
      the
      Partnership in accordance with Section 4.2(A). Any Limited Partner Interest
      acquired by the General Partner shall be converted into a General Partner
      Interest. Upon acquisition of any Limited Partner Interest, any Affiliate of
      the
      General Partner shall have all the rights of a Limited Partner.

     

    Section
      6.2 No
      Management by Limited Partners; Limitation of Liability..

     

    (A) Neither
      the Limited Partners, in their capacity as Limited Partners, the Class C Limited
      Partner, in its capacity as Class C Limited Partner, the Class F Limited
      Partner, in its capacity as Class F Limited Partner, the Class G Limited
      Partner, in its capacity as Class G Limited Partner, nor the Class I Limited
      Partner, in its capacity as Class I Limited Partner, shall take part in the
      day-to-day management, operation or control of the business and affairs of
      the
      Partnership or have any right, power, or authority to act for or on behalf
      of or
      to bind the Partnership or transact any business in the name of the Partnership.
      Neither the 

     


    
      
        
        

      

      
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    Limited
      Partners, the Class C Limited Partner, in its capacity as Class C Limited
      Partner, the Class F Limited Partner, in its capacity as Class F Limited
      Partner, the Class G Limited Partner, in its capacity as Class G Limited
      Partner, nor the Class I Limited Partner, in its capacity as Class I Limited
      Partner, shall have any rights other than those specifically provided herein
      or
      granted by law where consistent with a valid provision hereof. Any approvals
      rendered or withheld by the Limited Partners, the Class C Limited Partner,
      the
      Class F Limited Partner, the Class G Limited Partner or the Class I Limited
      Partner pursuant to this Agreement shall be deemed as consultation with or
      advice to the General Partner in connection with the business of the Partnership
      and, in accordance with the Act, shall not be deemed as participation by the
      Limited Partners, the Class C Limited Partner, the Class F Limited Partner,
      the
      Class G Limited Partner or the Class I Limited Partner in the business of the
      Partnership and are not intended to create any inference that the Limited
      Partners, the Class C Limited Partner, the Class F Limited Partner, the Class
      G
      Limited Partner or the Class I Limited Partner should be classified as general
      partners under the Act.

     

    (B) Neither
      the Limited Partner, the Class C Limited Partner, the Class F Limited Partner,
      the Class G Limited Partner nor the Class I Limited Partner, shall have any
      liability under this Agreement except with respect to withholding under Section
      7.6, in connection with a violation of any provision of this Agreement by such
      Limited Partner, the Class C Limited Partner, the Class F Limited Partner,
      the
      Class G Limited Partner or the Class I Limited Partner or as provided in the
      Act.

     

    (C) The
      General Partner shall not take any action which would subject a Limited Partner
      (in its capacity as Limited Partner), the Class C Limited Partner (in its
      capacity as Class C Limited Partner), the Class F Limited Partner (in its
      capacity as Class F Limited Partner), the Class G Limited Partner (in its
      capacity as Class G Limited Partner) or the Class I Limited Partner (in its
      capacity as Class I Limited Partner) to liability as a general
      partner.

     

    Section
      6.3 Limitations
      on Partners..

     

    (A) No
      Partner or Affiliate of a Partner shall have any authority to perform (i) any
      act in violation of any applicable law or regulation thereunder, (ii) any act
      prohibited by Section 6.2(C), or (iii) any act which is required to be Consented
      to or ratified pursuant to this Agreement without such Consent or
      ratification.

     

    (B) No
      action
      shall be taken by a Partner if it would cause the Partnership to be treated
      as
      an association taxable as a corporation for federal income tax purposes or,
      without the consent of the General Partner, as a publicly-traded partnership
      within the meaning of Section 7704 of the Code. A determination of whether
      such
      action will have the above described effect shall be based upon a declaratory
      judgment or similar relief obtained from a court of competent jurisdiction,
      a
      favorable ruling from the IRS or the receipt of an opinion of
      counsel.

     

    Section
      6.4 Business
      with Affiliates..

     

    (A) The
      General Partner, in its discretion, may cause the Partnership to transact
      business with any Partner or its Affiliates for goods or services reasonably
      required in the conduct of the Partnership’s business; provided that any such
      transaction shall be effected only on terms competitive with those that may
      be
      obtained in the marketplace from unaffiliated Persons. The foregoing proviso
      shall not apply to transactions between the Partnership and its Subsidiaries.
      In
      addition, neither the General Partner nor any Affiliate of the General Partner
      may sell, transfer or otherwise convey any property to, or purchase any property
      from, the Partnership, except (i) on terms competitive with those that may
      be
      obtained in the marketplace from unaffiliated Persons or (ii) where the General
      Partner determines, in its sole judgment, that such sale, transfer or conveyance
      confers benefits on the General Partner or the Partnership in respect of matters
      of tax or corporate 

     


    
      
        
        

      

      
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    or
      financial structure; provided,
      in the
      case of this clause (ii), such sale, transfer, or conveyance is not being
      effected for the purpose of materially disadvantaging the Limited
      Partners.

     

    (B) In
      furtherance of Section 6.4(A), the Partnership may lend or contribute to its
      Subsidiaries on terms and conditions established by the General
      Partner.

     

    Section
      6.5 Compensation;
      Reimbursement of Expenses.
      In
      consideration for the General Partner’s services to the Partnership in its
      capacity as General Partner, the Partnership shall pay on behalf of or reimburse
      to the General Partner (i) all expenses of the General Partner incurred in
      connection with the management of the business and affairs of the Partnership,
      including all employee compensation of employees of the General Partner and
      indemnity or other payments made pursuant to agreements entered into in
      furtherance of the Partnership’s business, (ii) all amounts payable by the
      General Partner under the Registration Rights Agreement and (iii) all general
      and administrative expenses incurred by the General Partner. Except as otherwise
      set forth in this Agreement, the General Partner shall be fully and entirely
      reimbursed by the Partnership for any and all direct and indirect costs and
      expenses incurred in connection with the organization and continuation of the
      Partnership pursuant to this Agreement. In addition, the General Partner shall
      be reimbursed for all expenses incurred by the General Partner in connection
      with (i) the initial public offering of REIT Shares by the General Partner
      and
      (ii) any other issuance of additional Partnership Interests or REIT
      Shares.

     

    Section
      6.6 Liability
      for Acts and Omissions..

     

    (A) The
      General Partner shall not be liable, responsible or accountable in damages
      or
      otherwise to the Partnership or any of the other Partners for any act or
      omission performed or omitted in good faith on behalf of the Partnership and
      in
      a manner reasonably believed to be (i) within the scope of the authority granted
      by this Agreement and (ii) in the best interests of the Partnership or the
      stockholders of the General Partner. In exercising its authority hereunder,
      the
      General Partner may, but shall not be under any obligation to, take into account
      the tax consequences to any Partner of any action it undertakes on behalf of
      the
      Partnership. Neither the General Partner nor the Partnership shall have any
      liability as a result of any income tax liability incurred by a Partner as
      a
      result of any action or inaction of the General Partner hereunder and, by their
      execution of this Agreement, the Limited Partners acknowledge the
      foregoing.

     

    (B) Unless
      otherwise prohibited hereunder, the General Partner shall be entitled to
      exercise any of the powers granted to it and perform any of the duties required
      of it under this Agreement directly or through any agent. The General Partner
      shall not be responsible for any misconduct or negligence on the part of any
      agent; provided that the General Partner selected or appointed such agent in
      good faith.

     

    The
      General Partner acknowledges that it owes fiduciary duties both to its
      stockholders and to the Limited Partners and it shall use its reasonable efforts
      to discharge such duties to each; provided,
      however,
      that in
      the event of a conflict between the interests of the stockholders of the General
      Partner and the interests of the Limited Partners, the Limited Partners agree
      that the General Partner shall discharge its fiduciary duties to the Limited
      Partners by acting in the best interests of the General Partner’s stockholders.
      Nothing contained in the preceding sentence shall be construed as entitling
      the
      General Partner to realize any profit or gain from any transaction between
      the
      General Partner and the Partnership (except in connection with a distribution
      in
      accordance with this Agreement), including from the lending of money by the
      General Partner to the Partnership or the contribution of property by the
      General Partner to the Partnership, it being understood that in any such
      transaction the General Partner shall be entitled to cost recovery
      only.

     

    Section
      6.7 Indemnification..

     

    (A) The
      Partnership shall indemnify the General Partner and each director, officer
      and
      stockholder of the General Partner and each Person (including any Affiliate)
      designated as an agent by the 

     


    
      
        
        

      

      
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    General
      Partner in its reasonable discretion (each, an “Indemnified Party”) to the
      fullest extent permitted under the Act (including any procedures set forth
      therein regarding advancement of expenses to such Indemnified Party) from and
      against any and all losses, claims, damages, liabilities, expenses (including
      reasonable attorneys’ fees), judgments, fines, settlements and any other amounts
      arising out of or in connection with any claims, demands, actions, suits or
      proceedings (civil, criminal or administrative) relating to or resulting
      (directly or indirectly) from the operations of the Partnership, in which such
      Indemnified Party becomes involved, or reasonably believes it may become
      involved, as a result of the capacity referred to above.

     

    (B) The
      Partnership shall have the authority to purchase and maintain such insurance
      policies on behalf of the Indemnified Parties as the General Partner shall
      determine, which policies may cover those liabilities the General Partner
      reasonably believes may be incurred by an Indemnified Party in connection with
      the operation of the business of the Partnership. The right to procure such
      insurance on behalf of the Indemnified Parties shall in no way mitigate or
      otherwise affect the right of any such Indemnified Party to indemnification
      pursuant to Section 6.7(A) hereof.

     

    (C) The
      provisions of this Section 6.7 are for the benefit of the Indemnified Parties,
      their heirs, successors, assigns and administrators and shall not be deemed
      to
      create any rights in or benefit to any other Person.

     

    
      
        

      



    ARTICLE
      VII -
      ADMINISTRATIVE, FINANCIAL AND TAX MATTERS

    


    
      
        

      



    Section
      7.1 Books
      and Records.
      The
      General Partner shall maintain at the office of the Partnership full and
      accurate books of the Partnership showing all receipts and expenditures, assets
      and liabilities, profits and losses, names and current addresses of Partners,
      and all other records necessary for recording the Partnership’s business and
      affairs. Each Limited Partner shall have, upon written demand and at such
      Limited Partner’s expense, the right to receive true and complete information
      regarding Partnership matters to the extent required (and subject to the
      limitations) under Delaware law.

     

    Section
      7.2 Annual
      Audit and Accounting.
      The
      books and records of the Partnership shall be kept for financial and tax
      reporting purposes on the accrual basis of accounting in accordance with
      generally accepted accounting principles (“GAAP”). The accounts of the
      Partnership shall be audited annually by a nationally recognized accounting
      firm
      of independent public accountants selected by the General Partner (the
“Independent Accountants”).

     

    Section
      7.3 Partnership
      Funds.
      The
      General Partner shall have responsibility for the safekeeping and use of all
      funds and assets of the Partnership, whether or not in its direct or indirect
      possession or control. All funds of the Partnership not otherwise invested
      shall
      be deposited in one or more accounts maintained in such banking institutions
      as
      the General Partner shall determine, and withdrawals shall be made only in
      the
      regular course of Partnership business on such signatures as the General Partner
      may from time to time determine.

     

    Section
      7.4 Reports
      and Notices.
      The
      General Partner shall provide all Partners with the following reports no later
      than the dates indicated or as soon thereafter as circumstances
      permit:

     

    (A) By
      March
      31 of each year, IRS Form 1065 and Schedule K-1, or similar forms as may be
      required by the IRS, stating each Partner’s allocable share of income, gain,
      loss, deduction or credit for the prior Fiscal Year;

     

    (B) Within
      ninety (90) days after the end of each of the first three (3) fiscal quarters,
      as of the last day of the fiscal quarter, a report containing unaudited
      financial statements of the Partnership, or of 

     


    
      
        
        

      

      
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    the
      General Partner if such statements are prepared on a consolidated basis with
      the
      General Partner, and such other information as may be legally required or
      determined to be appropriate by the General Partner; and

     

    (C) Within
      one hundred twenty (120) days after the end of each Fiscal Year, as of the
      close
      of the Fiscal Year, an annual report containing audited financial statements
      of
      the Partnership, or of the General Partner if such statements are prepared
      on a
      consolidated basis with the General Partner, presented in accordance with GAAP
      and certified by the Independent Accountants.

     

    Section
      7.5 Tax
      Matters..

     

    (A) The
      General Partner shall be the Tax Matters Partner of the Partnership for federal
      income tax matters pursuant to Code Section 6231(a)(7)(A). The Tax Matters
      Partner is authorized and required to represent the Partnership (at the expense
      of the Partnership) in connection with all examinations of the affairs of the
      Partnership by any federal, state, or local tax authorities, including any
      resulting administrative and judicial proceedings, and to expend funds of the
      Partnership for professional services and costs associated therewith. The Tax
      Matters Partner shall deliver to the Limited Partners within ten (10) business
      days of the receipt thereof a copy of any notice or other communication with
      respect to the Partnership received from the IRS (or other governmental tax
      authority), or any court, in each case with respect to any administrative or
      judicial proceeding involving the Partnership. The Partners agree to cooperate
      with each other in connection with the conduct of all proceedings pursuant
      to
      this Section 7.5(A).

     

    (B) The
      Tax
      Matters Partner shall receive no compensation for its services in such capacity.
      If the Tax Matters Partner incurs any costs related to any tax audit,
      declaration of any tax deficiency or any administrative proceeding or litigation
      involving any Partnership tax matter, such amount shall be an expense of the
      Partnership and the Tax Matters Partner shall be entitled to full reimbursement
      therefor.

     

    (C) The
      General Partner shall cause to be prepared all federal, state and local income
      tax returns required of the Partnership at the Partnership’s
      expense.

     

    (D) Except
      as
      set forth herein, the General Partner shall determine whether to make (and,
      if
      necessary, revoke) any tax election available to the Partnership under the
      Code
      or any state tax law; provided,
      however,
      upon
      the request of any Partner, the General Partner shall make the election under
      Code Section 754 and the Treasury Regulations promulgated thereunder. The
      Partnership shall elect to deduct expenses, if any, incurred by it in organizing
      the Partnership in accordance with the provisions of Code Section
      709.

     

    Section
      7.6 Withholding.
      Each
      Partner hereby authorizes the Partnership to withhold from or pay to any taxing
      authority on behalf of such Partner any tax that the General Partner determines
      the Partnership is required to withhold or pay with respect to any amount
      distributable or allocable to such Partner. Any amount paid to any taxing
      authority which does not constitute a reduction in the amount otherwise
      distributable to such Partner shall be treated as a loan from the Partnership
      to
      such Partner, which loan shall bear interest at the “prime rate” as published
      from time to time in The
      Wall Street Journal
      plus two
      (2) percentage points, and shall be repaid within ten (10) business days after
      request for repayment from the General Partner. The obligation to repay any
      such
      loan shall be secured by such Partner’s Partnership Interest and each Partner
      hereby grants the Partnership a security interest in his Partnership Interest
      for the purposes set forth in this Section 7.6, this Section 7.6 being intended
      to serve as a security agreement for purposes of the Uniform Commercial Code
      with the General Partner having in respect hereof all of the remedies of a
      secured party under the Uniform Commercial Code. Each Partner agrees to take
      such reasonable actions as the General Partner may request to perfect and
      continue the perfection of the security interest granted hereby. In the event
      any Partner fails to repay any deemed loan pursuant to this Section 7.6 the
      Partnership shall be entitled to avail itself of any rights and remedies it
      may
      have. Furthermore, upon the expiration of ten (10) business days after demand
      for payment, the General Partner shall have the right, but not the obligation,
      to make the

     


    
      
        
        

      

      
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    payment
      to the Partnership on behalf of the defaulting Partner and thereupon be
      subrogated to the rights of the Partnership with respect to such defaulting
      Partner. 

     

    
      
        

      



    ARTICLE
      VIII -
      TRANSFER OF PARTNERSHIP INTERESTS; ADMISSIONS OF PARTNERS

     

    
      
        

      

    

    


    Section
      8.1 Transfer
      by General Partner.
      The
      General Partner may not voluntarily withdraw or Transfer all or any portion
      of
      its General Partner Interest. Notwithstanding the foregoing, the General Partner
      may pledge its General Partner Interest in furtherance of the Partnership’s
      business (including without limitation, in connection with a loan agreement
      under which the Partnership is a borrower) without the consent of any
      Partner.

     

    Section
      8.2 Obligations
      of a Prior General Partner.
      Upon an
      Involuntary Withdrawal of the General Partner and the subsequent Transfer of
      the
      General Partner’s Interest, such General Partner shall (i) remain liable for all
      obligations and liabilities (other than Partnership liabilities payable solely
      from Partnership Assets) incurred by it as General Partner before the effective
      date of such event and (ii) pay all costs associated with the admission of
      its
      Successor General Partner. However, such General Partner shall be free of and
      held harmless by the Partnership against any obligation or liability incurred
      on
      account of the activities of the Partnership from and after the effective date
      of such event, except as provided in this Agreement.

     

    Section
      8.3 Successor
      General Partner.
      A
      successor to all of a General Partner’s General Partner Interest who is proposed
      to be admitted to the Partnership as a Successor General Partner shall be
      admitted as the General Partner, effective upon the Transfer. Any such
      transferee shall carry on the business of the Partnership without dissolution.
      In addition, the following conditions must be satisfied:

     

    (A) The
      Person shall have accepted and agreed to be bound by all the terms and
      provisions of this Agreement by executing a counterpart thereof and such other
      documents or instruments as may be required or appropriate in order to effect
      the admission of such Person as a General Partner; and

     

    (B) An
      amendment to this Agreement evidencing the admission of such Person as a General
      Partner shall have been executed by all General Partners and an amendment to
      the
      Certificate shall have been filed for recordation as required by the
      Act.

     

    (C) Any
      consent required under Section 10.1(A) hereof shall have been
      obtained.

     

    Section
      8.4 Restrictions
      on Transfer and Withdrawal by Limited Partner..

     

    (A) Subject
      to the provisions of Section 8.4(D), no Limited Partner may Transfer all or
      any
      portion of his Partnership Interest without first obtaining the Consent of
      the
      General Partner, which Consent may be granted or withheld in the sole and
      absolute discretion of the General Partner. Any such purported transfer
      undertaken without such Consent shall be considered to be null and void
ab
      initio
      and
      shall not be given effect. Each Limited Partner acknowledges that the General
      Partner has agreed not to grant any such consent prior to the Transfer
      Restriction Date.

     

    (B) No
      Limited Partner may withdraw from the Partnership other than as a result of
      a
      permitted Transfer (i.e.,
      a
      Transfer consented to as contemplated by clause (A) above or clause (D) below
      or
      a Transfer pursuant to clause (C) below) of all of his Partnership Units
      pursuant to this Article VIII or pursuant to a redemption or exchange of all
      of
      his Partnership Units pursuant to Article IX. Upon the permitted Transfer or
      redemption of all of a Limited Partner’s Partnership Units, such Limited Partner
      shall cease to be a Limited Partner.

     


    
      
        
        

      

      
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    (C) Upon
      the
      Involuntary Withdrawal of any Limited Partner (which shall under no circumstance
      cause the dissolution of the Partnership), the executor, administrator, trustee,
      guardian, receiver or conservator of such Limited Partner’s estate shall become
      a Substituted Limited Partner upon compliance with the provisions of Section
      8.5(A)(1)-(3).

     

    (D) Subject
      to Section 8.4(E), a Limited Partner may Transfer, with the Consent of the
      General Partner, all or a portion of his Partnership Units to (a) a parent
      or
      parents, spouse, natural or adopted descendant or descendants, spouse of such
      a
      descendant, or brother or sister, or a trust created by such Limited Partner
      for
      the benefit of such Limited Partner and/or any such person(s), of which trust
      such Limited Partner or any such person(s) is a trustee, (b) a corporation
      controlled by a Person or Persons named in (a) above, or (c) if the Limited
      Partner is an entity, its beneficial owners, and the General Partner shall
      grant
      its Consent to any Transfer pursuant to this Section 8.4(D) unless such
      Transfer, in the reasonable judgment of the General Partner, would cause (or
      have the potential to cause) the General Partner to fail to qualify for taxation
      as a REIT, in which case the General Partner shall have the absolute right
      to
      refuse to permit such Transfer, and any purported Transfer in violation of
      this
      Section 8.4(D) shall be null and void ab
      initio.

     

    (E) No
      Transfer of Limited Partnership Units shall be made if such Transfer would
      (i) in the opinion of Partnership counsel, cause the Partnership to
      be
      terminated for federal income tax purposes or to be treated as an association
      taxable as a corporation (rather than a partnership) for federal income tax
      purposes; (ii) be effected through an “established securities market” or a
“secondary market (or the substantial equivalent thereof)” within the meaning of
      Code Section 7704 and the Treasury Regulations thereunder, (iii) in the opinion
      of Partnership counsel, violate the provisions of applicable securities laws;
      (iv) violate the terms of (or result in a default or acceleration under) any
      law, rule, regulation, agreement or commitment binding on the Partnership;
      (v)
      cause the Partnership to become, with respect to any employee benefit plan
      subject to Title I of ERISA, a “party-in-interest” (as defined in Section 3(14)
      of ERISA) or a “disqualified person” (as defined in Section 4975(e) of the
      Code); (vi) in the opinion of counsel to the Partnership, cause any portion
      of
      the underlying assets of the Partnership to constitute assets of any employee
      benefit plan pursuant to Department of Labor Regulations Section 2510.3-101;
      or
      (vii) result in a deemed distribution to any Partner attributable to a failure
      to meet the requirements of Treasury Regulations Section 1.752-2(d)(1), unless
      such Partner consents thereto.

     

    (F) Prior
      to
      the consummation of any Transfer under this Section 8.4, the transferor and/or
      the transferee shall deliver to the General Partner such opinions, certificates
      and other documents as the General Partner shall request in connection with
      such
      Transfer.

     

    Section
      8.5 Substituted
      Limited Partner..

     

    (A) No
      transferee shall become a Substituted Limited Partner in place of his assignor
      unless and until the following conditions have been satisfied:

     

    (1) The
      assignor and transferee file a Notice or other evidence of Transfer and such
      other information reasonably required by the General Partner, including, without
      limitation, names, addresses and telephone numbers of the assignor and
      transferee;

     

    (2) The
      transferee executes, adopts and acknowledges this Agreement, or a counterpart
      hereto, and such other documents as may be reasonably requested by the General
      Partner, including without limitation, all documents necessary to comply with
      applicable tax and/or securities rules and regulations;

     

    (3) The
      assignor or transferee pays all costs and fees incurred or charged by the
      Partnership to effect the Transfer and substitution; and

     


    
      
        
        

      

      
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    (4) The
      assignor or transferee obtains the written Consent of the General Partner,
      which
      may be given or withheld in its sole and absolute discretion.

     

    (B) If
      a
      transferee of a Limited Partner does not become a Substituted Limited Partner
      pursuant to Section 8.5(A), such transferee shall be an Assignee and shall
      not
      have any rights to require any information on account of the Partnership’s
      business, to inspect the Partnership’s books or to vote or otherwise take part
      in the affairs of the Partnership (such Partnership Units being deemed to have
      been voted in the same proportion as all other Partnership Units held by Limited
      Partners have been voted). Such Assignee shall be entitled, however, to all
      the
      rights of an assignee of a limited partnership interest under the Act. Any
      Assignee wishing to Transfer the Partnership Units acquired shall be subject
      to
      the restrictions set forth in this Article VIII.

     

    Section
      8.6 Timing
      and Effect of Transfers.
      Unless
      the General Partner agrees otherwise, Transfers under this Article VIII may
      only
      be made as of the first day of a fiscal quarter of the Partnership. Upon any
      Transfer of a Partnership Interest in accordance with this Article VIII or
      redemption of a Partnership Interest in accordance with Article IX, the
      Partnership shall allocate all items of Profit and Loss between the assignor
      Partner and the transferee Partner in accordance with Section 5.2(F)(2) hereof.
      The assignor Partner shall have the right to receive all distributions as to
      which the Record Date precedes the date of Transfer and the transferee Partner
      shall have the right to receive all distributions thereafter.

     

    Section
      8.7 Additional
      Limited Partners.
      Other
      than in accordance with the transactions specified in the Contribution
      Agreements, after the initial execution of this Agreement and the admission
      to
      the Partnership of the Initial Limited Partners, any Person making a Capital
      Contribution to the Partnership in accordance herewith shall be admitted as
      an
      Additional Limited Partner of the Partnership only (i) with the Consent of
      the
      General Partner and (ii) upon execution, adoption and acknowledgment of this
      Agreement, or a counterpart hereto, and such other documents as may be
      reasonably requested by the General Partner, including without limitation,
      the
      power of attorney required under Section 12.3. Upon satisfaction of the
      foregoing requirements, such Person shall be admitted as an Additional Limited
      Partner effective on the date upon which the name of such Person is recorded
      on
      the books of the Partnership.

     

    Section
      8.8 Amendment
      of Agreement and Certificate.
      Upon
      any admission of a Person as a Partner to the Partnership, the General Partner
      shall make any necessary amendment to this Agreement to reflect such admission
      and, if required by the Act, to cause to be filed an amendment to the
      Certificate.

     

    
      
        

      



    ARTICLE
      IX -
      REDEMPTION

    


    
      
        

      



    Section
      9.1 Right
      of Redemption.

     

    (A) Subject
      to any restriction on the General Partner, which restriction may arise as a
      result of the REIT Charter, the laws governing the General Partner or otherwise
      (a “Redemption Restriction”), beginning on the Redemption Effective Date, during
      each Redemption Period each Redeeming Party shall have the right to require
      the
      Partnership to redeem all or a portion of the Partnership Units held by such
      Redeeming Party by providing the General Partner with a Redemption Notice.
      A
      Limited Partner may invoke its rights under this Article IX with respect to
      100
      Partnership Units or an integral multiple thereof or all of the Partnership
      Units held by such Limited Partner. Upon the General Partner’s receipt of a
      Redemption Notice from a Redeeming Party, the Partnership shall be obligated
      (subject to the existence of any Redemption Restriction) to redeem the
      Partnership Units from such Redeeming Party (the “Redemption
      Obligation”).

     


    
      
        
        

      

      
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    (B) Upon
      receipt of a Redemption Notice from a Redeeming Party, the General Partner
      shall
      either (i) cause the Partnership to redeem the Partnership Units tendered in
      the
      Redemption Notice, (ii) assume the Redemption Obligation, as set forth in
      Section 9.4 hereof, or (iii) provide written Notice to the Redeeming Party
      of
      each applicable Redemption Restriction.

     

    (C) On
      and
      after June 6, 2007 at any time or from time to time, the Partnership may redeem
      all or such other number of Class C Units (any such redemption, a “Class C
      Redemption”) at a cash redemption price per Class C Unit equal to that portion
      of the Capital Contribution of the Class C Limited Partner allocable to each
      such unit, plus all accumulated and unpaid Class C Priority Return Amounts
      to
      the date of Class C Redemption (such price, the “Class C Redemption Price”).
      Upon any Class C Redemption, an amount equal to the product of the Class C
      Redemption Price and the number of Class C Units redeemed by the Partnership
      shall be distributed by the Partnership to the Class C Limited
      Partner.

     

    (D) The
      Partnership may redeem all or such other number of Class F Units (any such
      redemption, a “Class F Redemption”) on any applicable date of redemption of any
      Class F Preferred Shares, at a cash redemption price per Class F Unit equal
      to
      that portion of the Capital Contribution of the Class F Limited Partner
      allocable to each such unit, plus all accumulated and unpaid Class F Priority
      Return Amounts to the date of Class F Redemption (such price, the “Class F
      Redemption Price”). Upon any Class F Redemption, an amount equal to the product
      of the Class F Redemption Price and the number of Class F Units redeemed by
      the
      Partnership shall be distributed by the Partnership to the Class F Limited
      Partner.

     

    (E) The
      Partnership may redeem all or such other number of Class G Units (any such
      redemption, a “Class G Redemption”) on any applicable date of redemption of any
      Class G Preferred Shares, at a cash redemption price per Class G Unit equal
      to
      that portion of the Capital Contribution of the Class G Limited Partner
      allocable to each such unit, plus all accumulated and unpaid Class G Priority
      Return Amounts to the date of Class G Redemption (such price, the “Class G
      Redemption Price”). Upon any Class G Redemption, an amount equal to the product
      of the Class G Redemption Price and the number of Class G Units redeemed by
      the
      Partnership shall be distributed by the Partnership to the Class G Limited
      Partner.

     

    (F) The
      Partnership may redeem all or such other number of Class I Units (any such
      redemption, a “Class I Redemption”) on any applicable date of redemption of any
      Class I Preferred Shares, at a cash redemption price per Class I Unit equal
      to
      that portion of the Capital Contribution of the Class I Limited Partner
      allocable to each such unit multiplied by the redemption premium then applicable
      to the Class I Preferred Shares, plus all accumulated and unpaid Class I
      Priority Return Amounts to the date of Class I Redemption (such price, the
      “Class I Redemption Price”). Upon any Class I Redemption, an amount equal to the
      product of the Class I Redemption Price and the number of Class I Units redeemed
      by the Partnership shall be distributed by the Partnership to the Class I
      Limited Partner.

     

    Section
      9.2 Timing
      of Redemption.
      The
      Redemption Obligation (or the obligation to provide Notice of an applicable
      Redemption Restriction, if one exists) shall mature on the date which is seven
      (7) business days after the receipt by the General Partner of a Redemption
      Notice from the Redeeming Party (the “Redemption Date”).

     

    Section
      9.3 Redemption
      Price.
      On or
      before the Redemption Date, the Partnership (or the General Partner if it elects
      pursuant to Section 9.4 hereof) shall deliver to the Redeeming Party, in the
      sole and absolute discretion of the General Partner either (i) a Share Payment
      or (ii) a Cash Payment. In order to enable the Partnership to effect a
      redemption by making a Share Payment pursuant to this Section 9.3, the General
      Partner in its sole and absolute discretion may issue to the Partnership the
      number of REIT Shares required to make such Share Payment in exchange for the
      issuance to the General Partner of Partnership Units equal in number to the
      quotient of the number of REIT Shares issued and Conversion Factor.

     


    
      
        
        

      

      
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    Section
      9.4 Assumption
      of Redemption Obligation.
      Upon
      receipt of a Redemption Notice, the General Partner, in its sole and absolute
      discretion, shall have the right to assume the Redemption Obligation of the
      Partnership. In such case, the General Partner shall be substituted for the
      Partnership for all purposes of this Article IX and, upon acquisition of the
      Partnership Units tendered by the Redeeming Party pursuant to the Redemption
      Notice shall be treated for all purposes of this Agreement as the owner of
      such
      Partnership Units. Such exchange transaction shall be treated for federal income
      tax purposes by the Partnership, the General Partner and the Redeeming Party
      as
      a sale by the Redeeming Party as seller to the General Partner as
      purchaser.

     

    Section
      9.5 Further
      Assurances; Certain Representations.
      Each
      party to this Agreement agrees to execute any documents deemed reasonably
      necessary by the General Partner to evidence the issuance of any Share Payment
      to a Redeeming Party. Notwithstanding anything herein to the contrary, each
      holder of First Highland Units agrees that, if the General Partner shall elect
      to satisfy a Redemption Obligation with respect to First Highland Units by
      making a Share Payment, such Redemption Obligation shall mature on the date
      which is seven (7) business days after receipt by the Partnership and the
      General Partner of documents similar to the “Investor Materials” submitted in
      connection with the sale of the First Highland Properties to the Partnership
      and
      any other similar documents reasonably required by, and in form reasonably
      satisfactory to, the Partnership. Each Limited Partner, by executing this
      Agreement, shall be deemed to have represented to the General Partner and the
      Partnership that (i) its acquisition of its Partnership Interest on the date
      hereof is made as a principal for its own account, for investment purposes
      only
      and not with a view to the resale or distribution of such Partnership Interest
      and (ii) if it shall receive REIT Shares pursuant to this Article IX other
      than
      pursuant to an effective registration statement under the Securities Act of
      1933, as amended, that its acquisition of such REIT Shares is made as a
      principal for its own account, for investment purposes only and not with a
      view
      to the resale or distribution of such REIT Shares and agrees that such REIT
      Shares may bear a legend to the effect that such REIT Shares have not been
      so
      registered and may not be sold other than pursuant to such a registration
      statement or an exemption from the registration requirements of such
      Act.

     

    Section
      9.6 Effect
      of Redemption.
      Upon
      the satisfaction of the Redemption Obligation by the Partnership or the General
      Partner, as the case may be, the Redeeming Party shall have no further right
      to
      receive any Partnership distributions in respect of the Partnership Units so
      redeemed and shall be deemed to have represented to the Partnership and the
      General Partner that the Partnership Units tendered for redemption are not
      subject to any liens, claims or encumbrances. Upon a Class C Redemption by
      the
      Partnership, the Class C Limited Partner shall have no further right to receive
      any Partnership distributions or allocations in respect of the Class C Units
      so
      redeemed. Upon a Class F Redemption by the Partnership, the Class F Limited
      Partner shall have no further right to receive any Partnership distributions
      in
      respect of the Class F Units so redeemed. Upon a Class G Redemption by the
      Partnership, the Class G Limited Partner shall have no further right to receive
      any Partnership distributions in respect of the Class G Units so redeemed.
      Upon
      a Class I Redemption by the Partnership, the Class I Limited Partner shall
      have
      no further right to receive any Partnership distributions in respect of the
      Class I Units so redeemed.

     

    Section
      9.7 Registration
      Rights.
      In the
      event a Limited Partner receives REIT Shares in connection with a redemption
      of
      Partnership Units originally issued to Initial Limited Partners on June 30,
      1994
      pursuant to this Article IX, such Limited Partner shall be entitled to have
      such
      REIT Shares registered under the Securities Act of 1933, as amended, as provided
      in the Registration Rights Agreement.

     

    Section
      9.8 Redemption
      upon REIT Share Repurchases by the General Partner.
      If the
      General Partner acquires outstanding REIT Shares then the Partnership shall
      redeem from the General Partner the General Partner’s interest in the
      Partnership representing such acquired REIT Shares and pay to the General
      Partner, in cash, an amount equal to the consideration, if any, paid by or
      for
      the account of the General Partner for the acquired REIT Shares. The Partnership
      shall make such cash payment, if any, to the General Partner within three (3)
      business days after the General Partner notifies the Partnership that the
      General Partner is committed to acquiring REIT Shares and requests payment
      under
      this Section 9.8. Any REIT Shares acquired by the General Partner that are
      thereafter 

     


    
      
        
        

      

      
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    disposed
      of by the General Partner (which term shall not include cancellation) shall
      for
      the purposes of Sections 4.2(B) and (C), be deemed issued at the time of such
      disposition.

     

    
      
        

      



    ARTICLE
      X -
      DISSOLUTION AND LIQUIDATION

    


    
      
        

      



    Section
      10.1 Term
      and Dissolution.
      The
      Partnership commenced as of November 23, 1993, and shall continue until December
      31, 2092, at which time the Partnership shall dissolve or until dissolution
      occurs prior to that date for any one of the following reasons:

     

    (A) An
      Involuntary Withdrawal or a voluntary withdrawal, even though in violation
      of
      this Agreement, of the General Partner unless, within ninety (90) days after
      such event of withdrawal all the remaining Partners agree in writing to the
      continuation of the Partnership and to the appointment of a Successor General
      Partner;

     

    (B) Entry
      of
      a decree of judicial dissolution of the Partnership under the Act;
      or

     

    (C) The
      sale,
      exchange or other disposition of all or substantially all of the Partnership
      Assets.

     

    Section
      10.2 Liquidation
      of Partnership Assets..

     

    (A) Subject
      to Section 10.2(E), in the event of dissolution pursuant to Section 10.1, the
      Partnership shall continue solely for purposes of winding up the affairs of,
      achieving a final termination of, and satisfaction of the creditors of, the
      Partnership. The General Partner (or, if there is no General Partner remaining,
      any Person elected by a majority in interest of the Limited Partners (the
“Liquidator”)) shall be responsible for oversight of the winding up and
      dissolution of the Partnership. The Liquidator shall obtain a full accounting
      of
      the assets and liabilities of the Partnership and such Partnership Assets shall
      be liquidated (including, at the discretion of the Liquidator, in exchange,
      in
      whole or in part, for REIT Shares) as promptly as the Liquidator is able to
      do
      so without any undue loss in value, with the proceeds therefrom applied and
      distributed in the following order:

     

    (1) First,
      to
      the discharge of Partnership debts and liabilities to creditors other than
      Partners;

     

    (2) Second,
      to the discharge of Partnership debts and liabilities to the
      Partners;

     

    (3) Third,
      after giving effect to all contributions, distributions, and allocations for
      all
      periods, to (i) the Class C Limited Partner in an amount equal to any unpaid
      Class C Priority Return Amounts, (ii) the Class F Limited Partner in an amount
      equal to any unpaid Class F Priority Return Amounts, (iii) the Class
      G
      Limited Partner in an amount equal to any unpaid Class G Priority Return Amounts
      and (iv) the Class I Limited Partner in an amount equal to any unpaid Class
      I
      Return Amounts; provided,
      that if
      the proceeds are inadequate to pay all of the unpaid Class C Priority Return
      Amounts, the unpaid Class F Priority Return Amounts, the unpaid Class G Priority
      Return Amounts and the unpaid Class I Priority Return Amounts, such proceeds
      shall be distributed to the Class C Limited Partner, the Class F Limited
      Partner, the Class G Limited Partner and the Class I Limited Partner
pro
      rata
      based on
      the unpaid Class C Priority Return Amounts, the unpaid Class F Priority Return
      Amounts, the unpaid Class G Priority Return Amounts and the unpaid Class I
      Priority Return Amounts;

     

    (4) The
      balance, if any, to the Partners in accordance with their positive Capital
      Accounts after giving effect to all contributions, distributions and allocations
      for all periods.

     


    
      
        
        

      

      
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     (B) In
      accordance with Section 10.2(A), the Liquidator shall proceed without any
      unnecessary delay to sell and otherwise liquidate the Partnership Assets;
provided,
      however,
      that if
      the Liquidator shall determine that an immediate sale of part or all of the
      Partnership Assets would cause undue loss to the Partners, the Liquidator may
      defer the liquidation except (i) to the extent provided by the Act or (ii)
      as
      may be necessary to satisfy the debts and liabilities of the Partnership to
      Persons other than the Partners.

     

    (C) If,
      in
      the sole and absolute discretion of the Liquidator, there are Partnership Assets
      that the Liquidator will not be able to liquidate, or if the liquidation of
      such
      assets would result in undue loss to the Partners, the Liquidator may distribute
      such Partnership Assets to the Partners in-kind, in lieu of cash, as
      tenants-in-common in accordance with the provisions of Section 10.2(A). The
      foregoing notwithstanding, such in-kind distributions shall only be made if
      in
      the Liquidator’s good faith judgment that is in the best interest of the
      Partners.

     

    (D) Upon
      the
      complete liquidation and distribution of the Partnership Assets, the Partners
      shall cease to be Partners of the Partnership, and the Liquidator shall execute,
      acknowledge and cause to be filed all certificates and notices required by
      law
      to terminate the Partnership. Upon the dissolution of the Partnership pursuant
      to Section 10.1, the Liquidator shall cause to be prepared, and shall furnish
      to
      each Partner, a statement setting forth the assets and liabilities of the
      Partnership. Promptly following the complete liquidation and distribution of
      the
      Partnership Assets, the Liquidator shall furnish to each Partner a statement
      showing the manner in which the Partnership Assets were liquidated and
      distributed.

     

    (E) Notwithstanding
      the foregoing provisions of this Section 10.2, in the event that the Partnership
      shall dissolve as a result of the expiration of the term provided for herein
      or
      as a result of the occurrence of an event of the type described in Section
      10.1(B) or (C), then each Limited Partner shall be deemed to have delivered
      a
      Redemption Notice on the date of such dissolution. In connection with each
      such
      Redemption Notice, the General Partner shall have the option of either (i)
      complying with the redemption procedures contained in Article IX or (ii) at
      the
      request of any Limited Partner, delivering to such Limited Partner, Partnership
      property approximately equal in value to the value of such Limited Partner’s
      Partnership Units upon the assumption by such Limited Partner of such Limited
      Partner’s proportionate share of the Partnership’s liabilities and payment by
      such Limited Partner (or the Partnership) of any excess (or deficiency) of
      the
      value of the property so delivered over the value of such Limited Partner’s
      Partnership Units. In lieu of requiring such Limited Partner to assume its
      proportionate share of Partnership liabilities, the General Partner may deliver
      to such Limited Partner unencumbered Partnership property approximately equal
      in
      value to the net value of such Limited Partner’s Partnership Units.

     

    Section
      10.3 Effect
      of Treasury Regulations..

     

    (A) In
      the
      event the Partnership is “liquidated” within the meaning of Treasury Regulations
      Section 1.704-1(b)(2)(ii)(g), distributions made to Partners pursuant to Section
      10.2 shall be made within the time period provided in Treasury Regulations
      Section 1.704-1(b)(2)(ii)(b)(2). If any Contributor Partner has a deficit
      balance in its Capital Account (after giving effect to all contributions
      (without regard to this Section 10.3(A)), distributions and allocations), each
      such Contributor Partner shall contribute to the capital of the Partnership
      an
      amount equal to its respective deficit balance, such obligation to be satisfied
      within ninety (90) days following the liquidation and dissolution of the
      Partnership in accordance with the provisions of this Article X hereof.
      Conversely, if any Partner other than a Contributor Partner has a deficit
      balance in its Capital Account (after giving effect to all contributions
      (without regard to this Section 10.3(A)), distributions and allocations), such
      Partner shall have no obligation to make any contribution to the capital of
      the
      Partnership. Any deficit restoration obligation pursuant to the provisions
      hereof shall be for the benefit of creditors of the Partnership or any other
      Person to whom any debts, liabilities, or obligations are owed by (or who
      otherwise has any claim against) the Partnership or the general partner, in
      its
      capacity as General Partner of the Partnership. For purposes of computing each
      Contributor Partner’s deficit balance in its Capital Account and its


     


    
      
        
        

      

      
        -34-

        
          

        

      

      
        
        

      

    


    corresponding
      obligations to contribute additional capital to the Partnership, only items
      of
      income, gain and loss actually recognized shall be reflected.

     

    (B) In
      the
      event the Partnership is “liquidated” within the meaning of Treasury Regulations
      Section 1.704-1(b)(2)(ii)(g) but there has been no dissolution of the
      Partnership under Section 10.1 hereof, then the Partnership Assets shall not
      be
      liquidated, the Partnership’s liabilities shall not be paid or discharged and
      the Partnership’s affairs shall not be wound up. In the event of such a
      liquidation there shall be deemed to have been a distribution of Partnership
      Assets in kind to the Partners in accordance with Section 10.2 followed by
      a
      recontribution of such Partnership Assets by the Partners in the same
      proportions.

     

    Section
      10.4 Time
      for Winding-Up.
      Anything in this Article X notwithstanding, a reasonable time shall be allowed
      for the orderly winding-up of the business and affairs of the Partnership and
      the liquidation of the Partnership Assets in order to minimize any potential
      for
      losses as a result of such process. During the period of winding-up, this
      Agreement shall remain in full force and effect and shall govern the rights
      and
      relationships of the Partners inter
      se.

     

    
      
        

      



    ARTICLE
      XI -
      AMENDMENTS AND MEETINGS

    
      
        

      



    


    Section
      11.1 Amendment
      Procedure.

     

    (A) Amendments
      to this Agreement may be proposed by the General Partner. An amendment proposed
      at any time when the General Partner holds less than 90% of all Partnership
      Units will be adopted and effective only if it receives the Consent of the
      holders of a majority of the Partnership Units not then held by the General
      Partner and an amendment proposed at any time when the General Partner holds
      90%
      or more of all Partnership Units may be made by the General Partner without
      the
      Consent of any Limited Partner; provided,
      however,
      no
      amendment shall be adopted if it would (i) convert a Limited Partner’s Interest
      in the Partnership into a general partner interest, (ii) increase the liability
      of a Limited Partner under this Agreement, (iii) except as otherwise permitted
      in this Agreement, alter the Partner’s rights to distributions set forth in
      Article V, or the allocations set forth in Article V, (iv) alter or modify
      any
      aspect of the Partners’ rights with respect to redemption of Partnership Units,
      (v) cause the early termination of the Partnership (other than pursuant to
      the
      terms hereof) or (vi) amend this Section 11.1(A), in each case without the
      Consent of each Partner adversely affected thereby. In connection with any
      proposed amendment of this Agreement requiring Consent, the General Partner
      shall either call a meeting to solicit the vote of the Partners or seek the
      written vote of the Partners to such amendment. In the case of a request for
      a
      written vote, the General Partner shall be authorized to impose such reasonable
      time limitations for response, but in no event less than ten (10) days, with
      the
      failure to respond being deemed a vote consistent with the vote of the General
      Partner.

     

    (B) Notwithstanding
      the foregoing, amendments may be made to this Agreement by the General Partner,
      without the Consent of any Limited Partner, to (i) add to the representations,
      duties or obligations of the General Partner or surrender any right or power
      granted to the General Partner herein; (ii) cure any ambiguity, correct or
      supplement any provision herein which may be inconsistent with any other
      provision herein or make any other provisions with respect to matters or
      questions arising hereunder which will not be inconsistent with any other
      provision hereof; (iii) reflect the admission, substitution, termination or
      withdrawal of Partners in accordance with this Agreement; or (iv) satisfy any
      requirements, conditions or guidelines contained in any order, directive,
      opinion, ruling or regulation of a federal or state agency or contained in
      federal or state law. The General Partner shall reasonably promptly notify
      the
      Limited Partners whenever it exercises its authority pursuant to this Section
      11.1(B).

     


    
      
        
        

      

      
        -35-

        
          

        

      

      
        
        

      

    


    (C) Within
      ten (10) days of the making of any proposal to amend this Agreement, the General
      Partner shall give all Partners Notice of such proposal (along with the text
      of
      the proposed amendment and a statement of its purposes).

     

    Section
      11.2 Meetings
      and Voting..

     

    (A) Meetings
      of Partners may be called by the General Partner. The General Partner shall
      give
      all Partners Notice of the purpose of such proposed meeting not less than seven
      (7) days nor more than thirty (30) days prior to the date of the meeting.
      Meetings shall be held at a reasonable time and place selected by the General
      Partner. Whenever the vote or Consent of Partners is permitted or required
      hereunder, such vote or Consent shall be requested by the General Partner and
      may be given by the Partners in the same manner as set forth for a vote with
      respect to an amendment to this Agreement in Section 11.1(A).

     

    (B) Any
      action required or permitted to be taken at a meeting of the Partners may be
      taken without a meeting if a written consent setting forth the action to be
      taken is signed by the Partners owning Percentage Interests required to vote
      in
      favor of such action, which consent may be evidenced in one or more instruments.
      Consents need not be solicited from any other Partner if the written consent
      of
      a sufficient number of Partners has been obtained to take the action for which
      such solicitation was required.

     

    (C) Each
      Limited Partner may authorize any Person or Persons, including without
      limitation the General Partner, to act for him by proxy on all matters on which
      a Limited Partner may participate. Every proxy (i) must be signed by the Limited
      Partner or his attorney-in-fact, (ii) shall expire eleven (11) months from
      the
      date thereof unless the proxy provides otherwise and (iii) shall be revocable
      at
      the discretion of the Limited Partner granting such proxy.

     

    Section
      11.3 Voting
      of LB Units.
      On any
      matter on which the Limited Partners shall be entitled to vote, consent or
      grant
      an approval or waiver, following the admissions of the LB Partners to the
      Partnership as Additional Limited Partners and through the Voting Termination
      Date, each holder of the LB Units shall be deemed (i) in connection with any
      matter submitted to a vote, to have cast all votes attributable to such holder’s
      LB Units in the same manner as the votes attributable to the Units held by
      the
      General Partner are cast on such matter, and (ii) in connection with any
      consent, approval or waiver, to have taken the same action as the General
      Partner shall have taken with respect to its Units in connection therewith.
      If
      the General Partner shall not have the right to vote, consent or grant an
      approval or waiver on a matter, each holder of LB Units shall vote or act as
      directed by the General Partner.

     

    
      
        

      



    ARTICLE
      XII -
      MISCELLANEOUS PROVISIONS

     

    
      
        

      

    

    


    Section
      12.1 Title
      to Property.
      All
      property owned by the Partnership, whether real or personal, tangible or
      intangible, shall be deemed to be owned by the Partnership as an entity, and
      no
      Partner, individually, shall have any ownership of such property. The
      Partnership may hold any of its assets in its own name or, in the name of its
      nominee, which nominee may be one or more individuals, corporations,
      partnerships, trusts or other entities.

     

    Section
      12.2 Other
      Activities of Limited Partners.
      Except
      as expressly provided otherwise in this Agreement or in any other agreement
      entered into by a Limited Partner or any Affiliate of a Limited Partner and
      the
      Partnership, the General Partner or any Subsidiary of the Partnership or the
      General Partner, any Limited Partner or any Affiliate of any Limited Partner
      may
      engage in, or possess an interest in, other business ventures of every nature
      and description, independently or with others, including, without limitation,
      real estate business ventures, whether or not such other enterprises shall
      be in
      competition with any activities of the Partnership, the General Partner or
      any


     


    
      
        
        

      

      
        -36-

        
          

        

      

      
        
        

      

    


    Subsidiary
      of the Partnership or the General Partner; and neither the Partnership, the
      General Partner, any such Subsidiary nor the other Partners shall have any
      right
      by virtue of this Agreement in and to such independent ventures or to the income
      or profits derived therefrom.

     

    Section
      12.3 Power
      of Attorney..

     

    (A) Each
      Partner hereby irrevocably appoints and empowers the General Partner (which
      term
      shall include the Liquidator, in the event of a liquidation, for purposes of
      this Section 12.3) and each of their authorized officers and attorneys-in-fact
      with full power of substitution as his true and lawful agent and
      attorney-in-fact, with full power and authority in his name, place and stead
      to:

     

    (1) make,
      execute, acknowledge, publish and file in the appropriate public offices (a)
      any
      duly approved amendments to the Certificate pursuant to the Act and to the
      laws
      of any state in which such documents are required to be filed; (b) any
      certificates, instruments or documents as may be required by, or may be
      appropriate under, the laws of any state or other jurisdiction in which the
      Partnership is doing or intends to do business; (c) any other instrument which
      may be required to be filed by the Partnership under the laws of any state
      or by
      any governmental agency, or which the General Partner deems advisable to file;
      (d) any documents which may be required to effect the continuation of the
      Partnership, the admission, withdrawal or substitution of any Partner pursuant
      to Article VIII, dissolution and termination of the Partnership pursuant to
      Article X, or the surrender of any rights or the assumption of any additional
      responsibilities by the General Partner; (e) any document which may be required
      to effect an amendment to this Agreement to correct any mistake, omission or
      inconsistency, or to cure any ambiguity herein, to the extent such amendment
      is
      permitted by Section 11.1(B); and (f) all instruments (including this Agreement
      and amendments and restatements hereof) relating to the determination of the
      rights, preferences and privileges of any class or series of Partnership Units
      issued pursuant to Section 4.2(B) of this Agreement; and

     

    (2) sign,
      execute, swear to and acknowledge all voting ballots, consents, approvals,
      waivers, certificates and other instruments appropriate or necessary, in the
      sole discretion of the General Partner, to make, evidence, give, confirm or
      ratify any vote, consent, approval, agreement or other action which is made
      or
      given by the Partners hereunder or is consistent with the terms of this
      Agreement and appropriate or necessary, in the sole discretion of the General
      Partner, to effectuate the terms or intent of this Agreement.

     

    (B) Nothing
      herein contained shall be construed as authorizing the General Partner to amend
      this Agreement except in accordance with Article XI or as may be otherwise
      expressly provided for in this Agreement.

     

    (C) The
      foregoing grant of authority (i) is a special power of attorney, coupled with
      an
      interest, and it shall survive the Involuntary Withdrawal of any Partner and
      shall extend to such Partner’s heirs, successors, assigns and personal
      representatives; (ii) may be exercised by the General Partner for each and
      every
      Partner acting as attorney-in-fact for each and every Partner; and (iii) shall
      survive the Transfer by a Limited Partner of all or any portion of its Interest
      and shall be fully binding upon such transferee; except that the power of
      attorney shall survive such assignment with respect to the assignor Limited
      Partner for the sole purpose of enabling the General Partner to execute,
      acknowledge and file any instrument necessary to effect the admission of the
      transferee as a Substitute Limited Partner. Each Partner hereby agrees to be
      bound by any representations made by the General Partner, acting in good faith
      pursuant to such power of attorney. Each Partner shall execute and deliver
      to
      the General Partner, within fifteen (15) days after receipt of the General
      Partner’s request therefor, such further designations, powers of attorney and
      other instruments as the General Partner deems necessary to effectuate this
      Agreement and the purposes of the Partnership.

     

    (D) Each
      LB
      Partner hereby irrevocably appoints and empowers the General Partner and the
      Liquidator, in the event of a liquidation, and each of their authorized officers
      and attorneys-in-fact with full power of substitution, as the true and lawful
      agent and attorney-in-fact of such LB Partner with full power and 

     

     

    
      
        
        

      

      
        -37-

        
          

        

      

      
        
        

      

    

     

    authority
      in the name, place and stead of such LB Partner to take such actions (including
      waivers under the Partnership Agreement) or refrain from taking such action
      as
      the General Partner reasonably believes are necessary or desirable to achieve
      the purposes of Section 11.3 of the Partnership Agreement.

     

    Section
      12.4 Notices.
      All
      notices and other communications provided for or permitted hereunder shall
      be
      made in writing by hand delivery, registered first-class mail, telex,
      telecopier, or any courier guaranteeing overnight delivery, (i) if to a Limited
      Partner, at the most current address given by such Limited Partner to the
      General Partner by means of a notice given in accordance with the provisions
      of
      this Section 12.4, which address initially is the address contained in the
      records of the General Partner, or (ii) if to the General Partner, 311 S. Wacker
      Drive, Suite 4000, Chicago, Illinois 60606, Attn: President.

     

    All
      such
      notices and communications shall be deemed to have been duly given: at the
      time
      delivered by hand, if hand delivered; five (5) business days after being
      deposited in the mail, postage prepaid, if mailed; when answered back, if
      telexed; or when receipt is acknowledged, if telecopied.

     

    Section
      12.5 Further
      Assurances.
      The
      parties agree to execute and deliver all such documents, provide all such
      information and take or refrain from taking any action as may be necessary
      or
      desirable to achieve the purposes of this Agreement and the
      Partnership.

     

    Section
      12.6 Titles
      and Captions.
      All
      article or section titles or captions in this Agreement are solely for
      convenience and shall not be deemed to be part of this Agreement or otherwise
      define, limit or extend the scope or intent of any provision
      hereof.

     

    Section
      12.7 Applicable
      Law.
      This
      Agreement, and the application or interpretation thereof, shall be governed
      exclusively by its terms and by the law of the State of Delaware, without regard
      to its principles of conflicts of laws.

     

    Section
      12.8 Binding
      Agreement.
      This
      Agreement shall be binding upon the parties hereto, their heirs, executors,
      personal representatives, successors and assigns.

     

    Section
      12.9 Waiver
      of Partition.
      Each of
      the parties hereto irrevocably waives during the term of the Partnership any
      right that it may have to maintain any action for partition with respect to
      any
      property of the Partnership.

     

    Section
      12.10 Counterparts
      and Effectiveness.
      This
      Agreement may be executed in several counterparts, which shall be treated as
      originals for all purposes, and all so executed shall constitute one agreement,
      binding on all of the parties hereto, notwithstanding that all the parties
      are
      not signatory to the original or the same counterpart. Any such counterpart
      shall be admissible into evidence as an original hereof against each Person
      who
      executed it. The execution of this Agreement and delivery thereof by facsimile
      shall be sufficient for all purposes, and shall be binding upon any party who
      so
      executes.

     

    Section
      12.11 Survival
      of Representations.
      All
      representations and warranties herein shall survive the dissolution and final
      liquidation of the Partnership.

     

    Section
      12.12 Entire
      Agreement.
      This
      Agreement (and all Exhibits hereto) contains the entire understanding among
      the
      parties hereto and supersedes all prior written or oral agreements among them
      respecting the within subject matter, unless otherwise provided herein. There
      are no representations, agreements, arrangements or understandings, oral or
      written, among the Partners hereto relating to the subject matter of this
      Agreement which are not fully expressed herein and in said
      Exhibits.

     


    
      
        
        

      

      
        -38-

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF,
      this
      Agreement has been duly executed and delivered by the parties hereto as of
      the
      day and year first above written.

     

    
      	
              General
                Partner:

            	
               
FIRST
                INDUSTRIAL REALTY
                TRUST INC.,

                as
                sole General
                Partner of the Partnership

               

            
	 	
               
                By: /s/
                Michael W. Brennan 

            
	 	 
	
              Class
                I Limited Partner

            	
               
                FIRST INDUSTRIAL REALTY TRUST, INC.,

               
                as Class I Limited Partner

               

            
	 	
               
                By: /s/
                Michael W. Brennan 

               

            


    

    


    



    
      
        
        

      

      
        -39-

        
          

        

      

      
        
        

      

    



    Exhibit
      1A

     

    
      	
              First
                Highland Partners

               

            	
              Number
                of Units

               

            
	
              Highland
                Associates Limited Partnership

               

            	
              69,039

               

            
	
              Peter
                Murphy

               

            	
              56,184

               

            
	
              North
                Star Associates Limited Partnership

               

            	
              19,333

               

            
	
              Peter
                O’Connor

               

            	
              56,844

               

            
	
              Partridge
                Road Associates Limited Partnership

               

            	
              2,751

               

            
	
              Shadeland
                Associates Limited Partnership

               

            	
              42,976

               

            
	
              Ellen
                Margaret Smith

               

            	
              1,000

               

            
	
              Joseph
                Edward Smith

               

            	
              1,000

               

            
	
              Kevin
                Smith

               

            	
              10,571

               

            
	
              Olivia
                Jane Smith

               

            	
              1,000

               

            
	
              Jonathan
                Stott

               

            	
              80,026

               

            


    

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    Exhibit
      1B

     

    Schedule
      of Partners

     

    
      	
              General
                Partner

               

            	
              Number
                of Units

               

            
	
              First
                Industrial Realty Trust, Inc.

               

            	
              30,892,739

               

            


    

    


    
      	
              Limited
                Partners

            	
              Number
                of Units

               

            
	
              Kerry
                Acker

               

            	
              154

               

            
	
              Sanders
                H. Acker

               

            	
              307

               

            
	
              Sterling
                Alsip Trust DTD 8-1-89 Donald W. Schaumberger Trustee

               

            	
              794

               

            
	
              Charles
                T. Andrews

               

            	
              754

               

            
	
              Daniel
                R. Andrew TR of the Daniel R.

               

              Andrew
                Trust UA 12-29-92

               

            	
               

               

              137,489

               

            
	
              The
                Arel Company

               

            	
              307

               

            
	
              William
                J. Atkins

               

            	
              5,691

               

            
	
              E.
                Donald Bafford

               

            	
              3,374

               

            
	
              William
                Baloh

               

            	
              8,731

               

            
	
              Thomas
                K. Barad & Jill E. Barad CO-TTEES of the

              Thomas
                K. Barad & Jill E. Barad Trust DTD 10-18-89

               

            	
              
2,283

               

            
	
              Enid
                Barden TTEE of the Enid Barden

              Trust
                DTD 6-28-95

               

            	
               

              56,082

               

            
	
              Enid
                Barden TTEE of the Enid Barden

              Trust
                of 6-28-96

               

            	
               

              23,088

               

            
	
              Emil
                Billich

               

            	
              77

               

            
	
              Don
                N. Blurton & Patricia H. Blurton Trustees UA DTD 4-11-96 Blurton 1996
                Revocable Family Trust

               

            	
               

              598

               

            
	
              Harriett
                Bonn TTEE UA DTD 3-5-97 FBO The Harriett Bonn

              Revocable
                Living Trust

               

            	
               

              24,804

               

            
	
              Michael
                W. Brennan

               

            	
              3,806

               

            
	
              Helen
                Brown

               

            	
              307

               

            
	
              Henry
                D. Bullock & Terri D. Bullock &

              Shawn
                Stevenson TR of the Bullock

              Childrens
                Education Trust UA 12-20-94,

              FBO
                Benjamin Dure Bullock

               

            	
               

               

              4,620

               

            
	
              Henry
                D. Bullock & Terri D. Bullock &

              Shawn
                Stevenson TR of the Bullock

              Childrens
                Education Trust UA 12-20-94,

              FBO
                Christine Laurel Bullock

               

            	
              
 

               

              4,620

               

            
	
              Edward
                Burger

               

            	
              9,261

               

            
	
              Barbara
                Lee O’Brien Burke

               

            	
              666

               

            
	
              Ernestine
                Burstyn

               

            	
              5,007

               

            
	
              Calamer,
                Inc.

               

            	
              1,233

               

            
	
              Perry
                C. Caplan

               

            	
              1,388

               

            
	
              Carew
                Corporation

               

            	
              13,650

               

            
	
              Magdalena
                G. Castleman

               

            	
              307

               

            
	
              Charles
                F. Downs & Mary Jane Downs TTEE

              Charles
                F. Downs Living Trust UA

              DTD
                12-06-04

               

            	
               

               

              754

               

            
	
              Cliffwood
                Development Company

               

            	
              64,823

               

            
	
              Collins
                Family Trust DTD 5-6-69 James Collins Trustee

               

            	
              100,000

               

            
	
              Kelly
                Collins

               

            	
              11,116

               

            
	
              Michael
                Collins

               

            	
              17,369

               

            
	
              Charles
                S. Cook and Shelby H. Cook TEN ENT

               

            	
              634

               

            
	
              Cotswold
                Properties

               

            	
              34,939

               

            
	
              Caroline
                Atkins Coutret

               

            	
              5,845

               

            
	
              David
                Cleborn Crow

               

            	
              5,159

               

            
	
              Gretchen
                Smith Crow

               

            	
              2,602

               

            
	
              Michael
                G. Damone TR of the Michael G.

              Damone
                Trust UA 11-4-69

               

            	
               

              144,296

               

            
	
              Robert
                L. Denton

               

            	
              6,286

               

            
	
              Henry
                E. Dietz Trust UA 1-16-81

               

            	
              36,476

               

            
	
              Mark
                X. DiSanto

               

            	
              14,844

               

            
	
              John
                M. DiSanto

               

            	
              14,844

               

            
	
              Steven
                Dizio & Helen Dizio JT TEN

               

            	
              12,358

               

            
	
              Nancy
                L. Doane

               

            	
              2,429

               

            
	
              W.
                Allen Doane 

               

            	
              1,987

               

            
	
              Timothy
                Donohue

               

            	
              100

               

            
	
              Darwin
                B. Dosch

               

            	
              1,388

               

            
	
              Draizin
                Family Partnership, L.P.

               

            	
              357,896

               

            
	
              Joseph
                S. Dresner

               

            	
              149,531

               

            
	
              Milton
                H. Dresner TR of the Milton H. Dresner Revocable Trust UA
                10-22-76

               

            	
              149,531

               

            
	
              James
                O’Neil Duffy, Jr.

               

            	
              513

               

            
	
              Martin
                Eglow

               

            	
              330

               

            
	
              Rand
                H. Falbaum

               

            	
              17,022

               

            
	
              Patricia
                O’Brien Ferrell

               

            	
              666

               

            
	
              Rowena
                Finke

               

            	
              154

               

            
	
              First
                & Broadway Limited Partnership

               

            	
              18,203

               

            
	
              Fourbur
                Family Co., L.P.

               

            	
              588,273

               

            
	
              Ester
                Fried

               

            	
              3,177

               

            
	
              Jack
                Friedman TR of the Jack Friedman Revocable

              Living
                Trust UA 3-23-78

               

            	
               

              26,005

               

            
	
              Nancy
                Gabel

               

            	
              14

               

            
	
              J.
                Peter Gaffney

               

            	
              727

               

            
	
              Gerlach
                Family Trust DTD 6-28-85 Stanley & Linda Gerlach

              Trustees

               

            	
               

              874

               

            
	
              Martin
                Goodstein

               

            	
              922

               

            
	
              Dennis
                G. Goodwin and Jeannie L. Goodwin TEN ENT

               

            	
              6,166

               

            
	
              Jeffrey
                L. Greenberg

               

            	
              330

               

            
	
              Stanley
                Greenberg & Florence Greenberg JT TEN

               

            	
              307

               

            
	
              Thelma
                C. Gretzinger Trust

               

            	
              450

               

            
	
              Stanley
                Gruber

               

            	
              30,032

               

            
	
              Melissa
                C. Gudim

               

            	
              24,028

               

            
	
              H.L.
                Investors LLC

               

            	
              4,000

               

            
	
              H.P.
                Family Group LLC

               

            	
              103,734

               

            
	
              H/Airport
                Gp Inc.

               

            	
              1,433

               

            
	
              Clay
                Hamlin & Lynn Hamlin JT TEN

               

            	
              15,159

               

            
	
              Turner
                Harshaw

               

            	
              1,132

               

            
	
              Edwin
                Hession & Cathleen Hession JT TEN

               

            	
              11,116

               

            
	
              Highland
                Associates Limited Partnership

               

            	
              69,039

               

            
	
              Andrew
                Holder

               

            	
              97

               

            
	
              Ruth
                Holder

               

            	
              2,612

               

            
	
              Robert
                W. Holman, Jr.

               

            	
              150,213

               

            
	
              Holman/Shidler
                Investment Corporation

               

            	
              22,079

               

            
	
              Robert
                S. Hood Living Trust DTD 1-9-90 & amended 12-16-96 Robert S. Hood
                Trustee

               

            	
              3,591

               

            
	
              Howard
                Trust DTD 4-30-79 Howard F. Sklar Trustee

               

            	
              653

               

            
	
              Steven
                B. Hoyt

               

            	
              150,000

               

            
	
              Jerry
                Hymowitz

               

            	
              307

               

            
	
              Karen
                L. Hymowitz

               

            	
              154

               

            
	
              IBS
                Delaware Partners LP

               

            	
              2,708

               

            
	
              Seymour
                Israel

               

            	
              15,016

               

            
	
              Frederick
                K. Ito Trustee UA DTD 9-9-98 FBO The Frederick K. Ito Trust

               

            	
              1,940

               

            
	
              Frederick
                K. Ito and June Y. Ito Trustees UA DTD 9-9-98 FBO The June Y. Ito
                Trust

               

            	
              1,940

               

            
	
              JP
                Trusts LLC

               

            	
              35,957

               

            
	
              Michael
                W. Jenkins

               

            	
              460

               

            
	
              Jernie
                Holdings Corp.

               

            	
              180,499

               

            
	
              Joan
                R. Krieger TTEE of the Joan R. Krieger Revocable Trust

              DTD
                10-21-97

               

            	
              
15,184

               

            
	
              John
                E. DE B. Blockey TR of the

              John
                E. DE B. Blockey Trust

               

            	
               

              8,653

               

            
	
              Jane
                Terrell Johnson

               

            	
              3,538

               

            
	
              Jeffrey
                E. Johnson

               

            	
              809

               

            
	
              Johnson
                Living Trust DTD 2-18-83 H. Stanton & Carol A. Johnson
                Trustees

               

            	
              1,078

               

            
	
              Thomas
                Johnson, Jr. and Sandra L. Johnson TEN ENT

               

            	
              2,142

               

            
	
              Martha
                O’Brien Jones

               

            	
              665

               

            
	
              Charles
                Mark Jordan

               

            	
              57

               

            
	
              Mary
                Terrell Joseph

               

            	
              837

               

            
	
              Nourhan
                Kailian

               

            	
              2,183

               

            
	
              H.L.
                Kaltenbacher, P.P. Kaltenbacher & J.K. Carr TTEES

              of
                the Joseph C. Kaltenbacher Credit Shelter TR

               

            	
               

              1,440

               

            
	
              Sarah
                Katz

               

            	
              307

               

            
	
              Carol
                F. Kaufman

               

            	
              166

               

            
	
              KEP
                LLC

               

            	
              98,626

               

            
	
              Peter
                Kepic

               

            	
              9,261

               

            
	
              Jack
                Kindler

               

            	
              1,440

               

            
	
              Kirshner
                Family Trust #1 DTD 4-8-76 Berton & Barbara Kirshner
                Trustees

               

            	
              29,558

               

            
	
              Kirshner
                Trust #4 FBO Todd Kirshner DTD 12-30-76 Berton Kirshner
                Trustee

               

            	
              20,258

               

            
	
              Arthur
                Kligman

               

            	
              307

               

            
	
              William
                L. Kreiger, Jr.

               

            	
              3,374

               

            
	
              Babette
                Kulka

               

            	
              330

               

            
	
              Jack
                H. Kulka

               

            	
              330

               

            
	
              LP
                Family Group LLC

               

            	
              102,249

               

            
	
              Paul
                T. Lambert

               

            	
              39,816

               

            
	
              Chester
                A. Latcham & Co.

               

            	
              1,793

               

            
	
              Constance
                Lazarus

               

            	
              417,961

               

            
	
              Jerome
                Lazarus

               

            	
              18,653

               

            
	
              Susan
                Lebow

               

            	
              740

               

            
	
              Arron
                Leifer

               

            	
              4,801

               

            
	
              Duane
                Lund

               

            	
              617

               

            
	
              Barbara
                Lusen

               

            	
              307

               

            
	
              William
                J. Mallen Trust DTD 4-29-94 William J. Mallen Trustee

               

            	
              8,016

               

            
	
              Stephen
                Mann

               

            	
              17

               

            
	
              Manor
                LLC

               

            	
              80,556

               

            
	
              R.
                Craig Martin

               

            	
              754

               

            
	
              Mary
                Jane Downs & Charles F. Downs TTEES

              Mary
                Jane Downs Living Trust UA DTD 12-06-04

               

            	
               

              754

               

            
	
              J.
                Stanley Mattison

               

            	
              79

               

            
	
              Henry
                E. Mawicke

               

            	
              636

               

            
	
              Richard
                McClintock

               

            	
              623

               

            
	
              McElroy
                Management Inc.

               

            	
              5,478

               

            
	
              Eileen
                Millar

               

            	
              3,072

               

            
	
              Linda
                Miller

               

            	
              2,000

               

            
	
              Lila
                Atkins Mulkey

               

            	
              7,327

               

            
	
              Peter
                Murphy

               

            	
              56,184

               

            
	
              Anthony
                Muscatello

               

            	
              81,654

               

            
	
              Ignatius
                Musti

               

            	
              1,508

               

            
	
              New
                Land Associates Limited Partnership

               

            	
              1,664

               

            
	
              Kris
                Nielsen

               

            	
              178

               

            
	
              North
                Star Associates Limited Partnership

               

            	
              19,333

               

            
	
              George
                F. Obrecht

               

            	
              5,289

               

            
	
              Paul
                F. Obrecht

               

            	
              4,455

               

            
	
              Richard
                F. Obrecht

               

            	
              5,289

               

            
	
              Thomas
                F. Obrecht

               

            	
              5,289

               

            
	
              Catherine
                A. O’Brien

               

            	
              832

               

            
	
              Lee
                O’Brien TTEE of the Martha J. Harbison

              Testamentary
                Trust FBO Christopher C. O’Brien

               

            	
               

              666

               

            
	
              Martha
                E. O’Brien

               

            	
              832

               

            
	
              Patricia
                A. O’Brien

               

            	
              6,387

               

            
	
              Peter
                O’Connor

               

            	
              56,844

               

            
	
              Steve
                Ohren

               

            	
              33,366

               

            
	
              P&D
                Partners LP

               

            	
              1,440

               

            
	
              Partridge
                Road Associates

               

            	
              2,751

               

            
	
              Sybil
                T. Patten

               

            	
              1,816

               

            
	
              PeeGee
                L.P.

               

            	
              4,817

               

            
	
              Lawrence
                Peters

               

            	
              960

               

            
	
              Jeffrey
                Pion

               

            	
              2,879

               

            
	
              Pipkin
                Family Trust DTD 10-6-89 Chester & Janice Pipkin Trustees

               

            	
              3,140

               

            
	
              Peter
                M. Polow

               

            	
              557

               

            
	
              Keith
                J. Pomeroy TTEE of Keith J. Pomeroy

              Revocable
                TR Agreement DTD 12-13-76 as

              Amended
                & Restated 6-28-95

               

            	
               

               

              104,954

               

            
	
              Princeton
                South at Lawrenceville LLC

               

            	
              4,692

               

            
	
              Princeton
                South at Lawrenceville One

               

            	
              4,265

               

            
	
              Swift
                Terminal Properties

               

            	
              183,158

               

            
	
              Abraham
                Punia

               

            	
              307

               

            
	
              RBZ
                LLC

               

            	
              155

               

            
	
              R.E.A.
                Associates

               

            	
              8,908

               

            
	
              RJB
                Ford City Limited Partnership

               

            	
              158,438

               

            
	
              RJB
                II Limited Partnership

               

            	
              40,788

               

            
	
              Marilyn
                Rangel IRA DTD 2-5-86 Custodian Smith Barney Shearson

               

            	
              969

               

            
	
              Richard
                Rapp

               

            	
              23

               

            
	
              Jack
                F. Ream

               

            	
              1,071

               

            
	
              Seymour
                D. Reich

               

            	
              154

               

            
	
              James
                C. Reynolds

               

            	
              40,284

               

            
	
              Andre
                G. Richard

               

            	
              1,508

               

            
	
              Rebecca
                S. Roberts

               

            	
              8,308

               

            
	
              Leslie
                A. Rubin Ltd.

               

            	
              4,048

               

            
	
              James
                Sage

               

            	
              2,156

               

            
	
              James
                R. Sage

               

            	
              3,364

               

            
	
              Kathleen
                Sage

               

            	
              50

               

            
	
              Wilton
                Wade Sample

               

            	
              5,449

               

            
	
              Debbie
                B. Schneeman

               

            	
              740

               

            
	
              Norma
                A. Schulze

               

            	
              307

               

            
	
              Sciport
                Discovery Center

               

            	
              30

               

            
	
              Sealy
                & Company, Inc.

               

            	
              37,119

               

            
	
              Sealy
                Florida, Inc.

               

            	
              675

               

            
	
              Sealy
                Professional Drive, L.L.C.

               

            	
              2,906

               

            
	
              Sealy
                Real Estate Services, Inc.

               

            	
              148,478

               

            
	
              Sealy
                Unitholder, L.L.C.

               

            	
              31,552

               

            
	
              Mark
                P. Sealy

               

            	
              8,451

               

            
	
              Scott
                P. Sealy

               

            	
              40,902

               

            
	
              Shadeland
                Associates Limited Partnership

               

            	
              42,976

               

            
	
              Frances
                Shankman Insurance Trust,

              Frances
                Shankman Trustee

               

            	
               

              16,540

               

            
	
              Sam
                Shamie, Trustee of the Sam Shamie

              Trust
                Agreement DTD 3-16-78, as Restated 11-16-93

               

            	
               

              375,000

               

            
	
              Garrett
                E. Sheehan

               

            	
              513

               

            
	
              Jay
                H. Shidler

               

            	
              68,020

               

            
	
              Jay
                H. Shidler and Wallette A. Shidler TEN ENT

               

            	
              1,223

               

            
	
              Shidler
                Equities LP

               

            	
              254,541

               

            
	
              D.W.
                Sivers Co.

               

            	
              12,265

               

            
	
              Dennis
                W. Sivers

               

            	
              27,636

               

            
	
              Sivers
                Family Real Property, Limited Liability Company

               

            	
              12,062

               

            
	
              Sivers
                Investment Partnership

               

            	
              283,500

               

            
	
              Wendel
                C. Sivers Marital Trust UW DTD 2-20-81 Dennis W. Sivers & G. Burke
                Mims CO-TTEES

               

            	
              14,020

               

            
	
              Estate
                of Albert Sklar, Miriam M. Sklar Executrix

               

            	
              3,912

               

            
	
              Michael
                B. Slade

               

            	
              2,829

               

            
	
              Ellen
                Margaret Smith

               

            	
              1,000

               

            
	
              Joseph
                Edward Smith

               

            	
              1,000

               

            
	
              Kevin
                Smith

               

            	
              10,571

               

            
	
              Olivia
                Jane Smith

               

            	
              1,000

               

            
	
              Arnold
                R. Sollar TTEE for the

              Dorothy
                Sollar Residuary TR

               

            	
               

              307

               

            
	
              Spencer
                and Company

               

            	
              154

               

            
	
              SPM
                Industrial LLC

               

            	
              5,262

               

            
	
              SRS
                Partnership

               

            	
              2,142

               

            
	
              Robert
                Stein TTEE UA DTD 5-21-96 FBO Robert Stein

               

            	
              63,630

               

            
	
              S.
                Larry Stein TTEE under Revocable Trust Agreement DTD

              9-22-99
                S. Larry Stein Grantor

               

            	
               

              63,630

               

            
	
              Sterling
                Family Trust DTD 3-27-80 Donald & Valerie A. Sterling
                Trustees

               

            	
              3,559

               

            
	
              Jonathan
                Stott

               

            	
              80,026

               

            
	
              Victor
                Strauss

               

            	
              77

               

            
	
              Catherine
                O’Brien Sturgis

               

            	
              666

               

            
	
              Mitchell
                Sussman

               

            	
              410

               

            
	
              Donald
                C. Thompson TTEE UA DTD 12-31-98 FBO Donald C. Thompson Revocable
                Family
                Trust

               

            	
              39,243

               

            
	
              Michael
                T. Tomasz UA DTD 2-5-90 Trustee of the Michael T. Tomasz
                Trust

               

            	
              36,033

               

            
	
              Barry
                L. Tracey

               

            	
              2,142

               

            
	
              William
                S. Tyrrell

               

            	
              2,906

               

            
	
              Burton
                S. Ury

               

            	
              9,072

               

            
	
              L.
                Gary Waller & Nancy R. Waller JT TEN

               

            	
              37,587

               

            
	
              James
                J. Warfield

               

            	
              330

               

            
	
              Phyllis
                M. Warsaw Living Trust

               

            	
              16,540

               

            
	
              Wilson
                Management Company LLC

               

            	
              35,787

               

            
	
              Elmer
                H. Wingate, Jr.

               

            	
              1,688

               

            
	
              Ralph
                G. Woodley TTEE under Revocable Trust Agreement

               

            	
              16,319

               

            
	
              World’s
                Fair Limited Partnership

               

            	
              1,664

               

            
	
              WSW
                1988 Exchange Fund LP c/o WSW Capital Inc. Credit Suisse Asset Mgt.
                LLC

               

            	
              32,000

               

            
	
              Sam
                L. Yaker TTEE of the Sam L. Yaker Revocable Trust Agreement DTD
                2-14-84

               

            	
              37,870

               

            
	
              Johannson
                Yap

               

            	
              1,680

               

            
	
              Richard
                H. Zimmerman Trustee of the Richard H. Zimmerman

              Living
                Trust DTD 10-15-90 as amended

               

            	
               

              28,988

               

            
	
              Gerald
                & Sharon Zuckerman JT TEN

               

            	
              615

               

            


    

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    Exhibit
      1C

     

    LB
      Partners

     

    Jernie
      Holdings Corp., a New York corporation

     

    Fourbur
      Co., L.L.C., a New York limited liability company

     

    Fourbur
      Family Co., L.P., a New York limited partnership

     

    Jerome
      Lazarus

     

    Constance
      Lazarus

     

    Susan
      Burman

     

    Judith
      Draizin

     

    Jan
      Burman

     

    Judith
      Draizin as custodian

    under
      the
      NYUGMA until 

    age
      21
      for Danielle Draizin

     

    Judith
      Draizin as custodian

    under
      the
      NYUGMA until 

    age
      21
      for Heather Draizin

     

    Judith
      Draizin as custodian

    under
      the
      NYUGMA until 

    age
      21
      for Jason Draizin

     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    Exhibit
      1D

     

    
      	
              Contributor
                Partner

               

            	
              Protected
                Amount

               

            
	
              Kerry
                Acker

               

            	
              *See
                Below

            
	
              Sanders
                H. Acker

               

            	
              *See
                Below

            
	
              Charles
                T. Andrews

               

            	
              *See
                Below

            
	
              Daniel
                R. Andrew, TR of the Daniel R.

               

              Andrew
                Trust UA 12-29-92

               

            	
              *See
                Below

            
	
              The
                Arel Company

               

            	
              *See
                Below

            
	
              Arnold
                Y. Aronoff

               

            	
              *See
                Below

            
	
              Daniel
                J. Aronoff

               

            	
              *See
                Below

            
	
              Lynn
                E. Aronoff

               

            	
              *See
                Below

            
	
              E.
                Donald Bafford

               

            	
              *See
                Below

            
	
              William
                Baloh

               

            	
              *See
                Below

            
	
              Enid
                Barden TTEE of the Enid Barden

               

              Trust
                DTD 6-28-95

               

            	
              *See
                Below

            
	
              Enid
                Barden TTE of the Enid Barden

              Trust
                of 6-28-96

               

            	
              *See
                Below

            
	
              Emil
                Billich

               

            	
              *See
                Below

            
	
              Don
                N. Blurton & Patricia H. Blurton Trustees UA DTD 4-11-96 Blurton
                Revocable Family Trust

            	
              *See
                Below

            
	
              Michael
                W. Brennan

               

            	
              *See
                Below

            
	
              Helen
                Brown

               

            	
              *See
                Below

            
	
              Henry
                D. Bullock & Terri D. Bullock &

              Shawn
                Stevenson TR of the Bullock

              Childrens
                Education Trust UA 12-20-94,

              FBO
                Benjamin Dure Bullock

               

            	
              *See
                Below

            
	
              Henry
                D. Bullock & Terri D. Bullock &

              Shawn
                Stevenson TR of the Bullock

              Childrens
                Education Trust UA 12-20-94,

              FBO
                Christine Laurel Bullock

               

            	
              *See
                Below

            
	
              Ernestine
                Burstyn

               

            	
              *See
                Below

            
	
              Calamer,
                Inc.

               

            	
              *See
                Below

            
	
              Perry
                C. Caplan

               

            	
              *See
                Below

            
	
              Carew
                Corporation

               

            	
              *See
                Below

            
	
              Magdalena
                G. Castleman

               

            	
              *See
                Below 

            
	
              Cliffwood
                Development Company

               

            	
              *See
                Below 

            
	
              Michael
                G. Damone TR of the Michael G.

              Damone
                Trust UA 11-4-69

               

            	
              *See
                Below 

            
	
              John
                E. De B Blockey TR of the John E. De B Blockey Trust

            	
              *See
                Below 

            
	
              Robert
                L. Denton

               

            	
              *See
                Below 

            
	
              Henry
                E. Dietz Trust UA 1-16-81

               

            	
              *See
                Below 

            
	
              Darwin
                B. Dosch

               

            	
              *See
                Below 

            
	
              Charles
                F. Downs

               

            	
              *See
                Below 

            
	
              Greg
                & Christina Downs JT TEN

               

            	
              *See
                Below 

            
	
              Gregory
                Downs

               

            	
              *See
                Below 

            
	
              Draizin
                Family Partnership, L.P.

               

            	
              *See
                Below 

            
	
              Joseph
                S. Dresner

               

            	
              *See
                Below 

            
	
              Milton
                H. Dresner TR of the Milton H. Dresner Revocable Trust UA 10-22-76
                

            	
              *See
                Below 

            
	
              Martin
                Eglow

               

            	
              *See
                Below 

            
	
              Rand
                H. Falbaum

               

            	
              *See
                Below 

            
	
              Rowena
                Finke

              
              

            	
              *See
                Below 

            
	
              First
                & Broadway Limited Partnership

              
              

            	
              *See
                Below 

            
	
              Fourbur
                Family Co., L.P.

               

            	
              *See
                Below 

               

            
	
              Ester
                Fried

               

            	
              *See
                Below 

            
	
              Jack
                Friedman TR of the Jack Friedman Revocable Living Trust UA
                3-23-78

               

            	
              *See
                Below 

            
	
              Robert
                L. Friedman

               

            	
              *See
                Below 

            
	
              Nancy
                Gabel

               

            	
              *See
                Below 

            
	
              Gerlach
                Family Trust DTD 6-28-85 Stanley & Linda Gerlach Trustees

               

            	
              *See
                Below 

            
	
              Martin
                Goodstein

               

            	
              *See
                Below 

            
	
              Dennis
                G. Goodwin and Jeannie L. Goodwin TEN ENT

               

            	
              *See
                Below 

            
	
              Jeffrey
                L. Greenberg

               

            	
              *See
                Below 

            
	
              Stanley
                Greenberg & Florence Greenberg JT TEN

               

            	
              *See
                Below 

            
	
              Thelma
                C. Gretzinger Trust

               

            	
              *See
                Below 

            
	
              Stanley
                Gruber

               

            	
              *See
                Below 

            
	
              H.P.
                Family Group LLC

               

            	
              *See
                Below 

            
	
              Vivian
                M. Hack TTEE UA DTD 12-26-97 Hack Living Trust

               

            	
              *See
                Below 

            
	
              Clay
                Hamlin & Lynn Hamlin JT TEN

               

            	
              *See
                Below 

            
	
              Andrew
                Holder

               

            	
              *See
                Below 

            
	
              Ruth
                Holder

               

            	
              *See
                Below 

            
	
              Robert
                W. Holman, Jr.

               

            	
              *See
                Below 

            
	
              Holman/Shidler
                Investment Corporation

               

            	
              *See
                Below 

            
	
              Robert
                S. Hood Living Trust DTD 1-9-90 & amended 12-16-96 Robert S. Hood
                Trustee

               

            	
              *See
                Below 

            
	
              Steven
                B. Hoyt

               

            	
              *See
                Below 

            
	
              Jerry
                Hymowitz

               

            	
              *See
                Below 

            
	
              Karen
                L. Hymowitz

               

            	
              *See
                Below 

            
	
              Seymour
                Israel

               

            	
              *See
                Below 

            
	
              Frederick
                K. Ito Trustee UA DTD 9-9-98 FBO The Frederick K. Ito Trust

               

            	
              *See
                Below 

            
	
              Frederick
                K. Ito and June Y. Ito Trustees UA DTD 9-9-98 FBO The June Y. Ito
                Trust

               

            	
              *See
                Below 

            
	
              JP
                Trusts LLC

               

            	
              *See
                Below 

            
	
              Jacob
                Family Trust UA DTD 10-1-92 Thomas V. Clagett Trustee

               

            	
              *See
                Below 

            
	
              Michael
                W. Jenkins

               

            	
              *See
                Below 

            
	
              Jernie
                Holdings Corp.

               

            	
              *See
                Below

            
	
              Charles
                Mark Jordan

               

            	
              *See
                Below 

            
	
              Nourhan
                Kailian

               

            	
              *See
                Below 

            
	
              H.L.
                Kaltenbacher, P.P. Kaltenbacher & J.K. Carr TTEES

              of
                the Joseph C. Kaltenbacher Credit Shelter TR

               

            	
              *See
                Below 

            
	
              Sarah
                Katz

               

            	
              *See
                Below 

            
	
              Carol
                F. Kaufman

               

            	
              *See
                Below 

            
	
              KEP
                LLC

               

            	
              *See
                Below 

            
	
              Jack
                Kindler

               

            	
              *See
                Below 

            
	
              Kirshner
                Family Trust #1 DTD 4-8-76 Berton & Barbara Kirshner
                Trustees

               

            	
              *See
                Below 

            
	
              Kirshner
                Trust #4 FBO Todd Kirshner DTD 12-30-76 Berton Kirshner
                Trustee

               

            	
              *See
                Below 

            
	
              Arthur
                Kligman

               

            	
              *See
                Below 

            
	
              Joan
                R. Krieger TTEE of the Joan R. Krieger Revocable Trust DTD
                1021-97

               

            	
              *See
                Below 

            
	
              William
                L. Kreiger, Jr.

               

            	
              *See
                Below 

            
	
              LP
                Family Group LLC

               

            	
              *See
                Below 

            
	
              Paul
                T. Lambert

               

            	
              *See
                Below 

            
	
              Constance
                Lazarus

               

            	
              *See
                Below

            
	
              Jerome
                Lazarus

               

            	
              *See
                Below

            
	
              Susan
                Lebow

               

            	
              *See
                Below 

            
	
              Arron
                Leifer

               

            	
              *See
                Below 

            
	
              Barbara
                Lusen

               

            	
              *See
                Below 

            
	
              William
                J. Mallen Trust DTD 4-29-94,

               

              William
                J. Mallen Trustee

               

            	
              *See
                Below 

            
	
              Stephen
                Mann

               

            	
              *See
                Below 

            
	
              R.
                Craig Martin

               

            	
              *See
                Below 

            
	
              J.
                Stanley Mattison

               

            	
              *See
                Below 

            
	
              Henry
                E. Mawicke

               

            	
              *See
                Below 

            
	
              Eileen
                Millar

               

            	
              *See
                Below 

            
	
              Linda
                Miller

               

            	
              *See
                Below 

            
	
              Peter
                Murphy

               

            	
              *See
                Below 

            
	
              Anthony
                Muscatello

               

            	
              *See
                Below 

            
	
              New
                Land Associates Limited Partnership

               

            	
              *See
                Below 

            
	
              Kris
                Nielsen

               

            	
              *See
                Below 

            
	
              North
                Star Associates Limited Partnership

               

            	
              *See
                Below 

            
	
              George
                F. Obrecht

               

            	
              *See
                Below 

            
	
              Paul
                F. Obrecht

               

            	
              *See
                Below 

            
	
              Richard
                F. Obrecht

               

            	
              *See
                Below 

            
	
              Thomas
                F. Obrecht

               

            	
              *See
                Below 

            
	
              Peter
                O’Connor

               

            	
              *See
                Below 

            
	
              P&D
                Partners LP

               

            	
              *See
                Below 

            
	
              Partridge
                Road Associates

               

            	
              *See
                Below 

            
	
              Sybil
                T. Patten

               

            	
              *See
                Below 

            
	
              PeeGee
                L.P.

               

            	
              *See
                Below 

            
	
              Lawrence
                Peters

               

            	
              *See
                Below 

            
	
              Jeffrey
                Pion

               

            	
              *See
                Below 

            
	
              Peter
                M. Polow

               

            	
              *See
                Below 

            
	
              Keith
                J. Pomeroy TTEE of Keith J. Pomeroy

              Revocable
                TR Agreement DTD 12-13-76 as

              Amended
                & Restated 6-28-95

               

            	
              *See
                Below 

            
	
              Princeton
                South at Lawrenceville LLC

               

            	
              *See
                Below 

            
	
              Princeton
                South at Lawrenceville One

               

            	
              *See
                Below 

            
	
              Abraham
                Punia

               

            	
              *See
                Below 

            
	
              RBZ
                LLC

               

            	
              *See
                Below 

            
	
              R.E.A.
                Associates

               

            	
              *See
                Below 

            
	
              Richard
                Rapp

               

            	
              *See
                Below 

            
	
              Jack
                F. Ream

               

            	
              *See
                Below 

            
	
              Seymour
                D. Reich

               

            	
              *See
                Below 

            
	
              James
                C. Reynolds

               

            	
              *See
                Below 

            
	
              Rebecca
                S. Roberts

               

            	
              *See
                Below 

            
	
              Leslie
                A. Rubin Ltd.

               

            	
              *See
                Below 

            
	
              SRS
                Partnership

               

            	
              *See
                Below 

            
	
              Kathleen
                Sage

               

            	
              *See
                Below 

            
	
              Debbie
                B. Schneeman

               

            	
              *See
                Below 

            
	
              Norma
                A. Schulze

               

            	
              *See
                Below 

            
	
              Shadeland
                Associates Limited Partnership

               

            	
              *See
                Below 

            
	
              Frances
                Shankman Insurance Trust,

               

              Frances
                Shankman Trustee

               

            	
              *See
                Below 

            
	
              Sam
                Shamie, Trustee of the Sam Shamie

              Trust
                Agreement DTD 3-16-78, as

              Restated
                11-16-93

               

            	
              *See
                Below 

            
	
              Jay
                H. Shidler

               

            	
              *See
                Below 

            
	
              Jay
                H. Shidler and Wallette A. Shidler TEN ENT

               

            	
              *See
                Below 

            
	
              Shidler
                Equities LP

               

            	
              *See
                Below 

            
	
              D.W.
                Sivers Co.

               

            	
              *See
                Below 

            
	
              Dennis
                W. Sivers

               

            	
              *See
                Below 

            
	
              Sivers
                Family Real Property, Limited Liability Company

               

            	
              *See
                Below 

            
	
              Sivers
                Investment Partnership

               

            	
              *See
                Below 

            
	
              Wendel
                C. Sivers Marital Trust UW DTD 2-20-81 Dennis W. Sivers & G. Burke
                Mims CO-TTEES

               

            	
              *See
                Below 

            
	
              Kevin
                Smith

               

            	
              *See
                Below 

            
	
              Spencer
                and Company

               

            	
              *See
                Below 

            
	
              Robert
                Stein TTEE UA DTD 5-21-96 FBO Robert Stein

               

            	
              *See
                Below 

            
	
              S.
                Larry Stein TTEE under Revocable Trust Agreement DTD 9-22-99 S. Larry
                Stein Grantor

               

            	
              *See
                Below 

            
	
              Sterling
                Family Trust DTD 3-27-80 Donald & Valerie A. Sterling
                Trustees

               

            	
              *See
                Below 

            
	
              Jonathan
                Stott

               

            	
              *See
                Below 

            
	
              Victor
                Strauss

               

            	
              *See
                Below 

            
	
              Mitchell
                Sussman

               

            	
              *See
                Below 

            
	
              Donald
                C. Thompson TTEE UA DTD 12-31-98 FBO Donald C. Thompson Revocable
                Family
                Trust

               

            	
              *See
                Below 

            
	
              Michael
                T. Tomasz UA DTD 2-5-90 Trustee of the Michael T. Tomasz
                Trust

               

            	
              *See
                Below 

            
	
              Barry
                L. Tracey

               

            	
              *See
                Below 

            
	
              William
                S. Tyrrell

               

            	
              *See
                Below 

            
	
              Burton
                S. Ury

               

            	
              *See
                Below 

            
	
              James
                J. Warfield

               

            	
              *See
                Below 

            
	
              Phyllis
                M. Warsaw Living Trust

               

            	
              *See
                Below 

            
	
              Wilson
                Management Co. LLC

               

            	
              *See
                Below 

            
	
              Elmer
                H. Wingate, Jr.

               

            	
              *See
                Below 

            
	
              Ralph
                G. Woodley TTEE under Revocable Trust Agreement

               

            	
              *See
                Below 

            
	
              World’s
                Fair Limited Partnership

               

            	
              *See
                Below 

            
	
              Sam
                L. Yaker TTEE of the Sam L. Yaker Revocable Trust Agreement DTD
                2-14-84

               

            	
              *See
                Below 

            
	
              Richard
                H. Zimmerman Trustee of the Richard H. Zimmerman Living Trust DTD
                10-15-90
                as amended

               

            	
              *See
                Below 

            
	
              Gerald
                & Sharon Zuckerman JT TEN

               

            	
              *See
                Below 

            
	
              New
                Land Associates LP

               

            	
              2,195,750

            
	
              World’s
                Fair Partners, LP

               

            	
              211,208

            
	
              Princeton
                South at Lawrenceville

               

            	
              5,267,344

            
	
              Stanley
                Gruber

               

            	
              1,388,338

            
	
              Stephen
                Mann

               

            	
              120,174

            
	
              Seymour
                Israel

               

            	
              120,169

            
	
              James
                O’Neil Duffy, Jr.

               

            	
              4,107

            
	
              Garrett
                E. Sheehan

               

            	
              4,107

            
	
              Andrew
                Holder

               

            	
              10,000

            
	
              Arron
                Leifer

               

            	
              300,000

            
	
              Arthur
                Kligman

               

            	
              80,000

            
	
              Barbara
                Lusen

               

            	
              80,000

            
	
              Carol
                F. Kaufman

               

            	
              50,000

            
	
              Debbie
                B. Schneeman

               

            	
              30,000

            
	
              Emil
                Billich

               

            	
              25,000

            
	
              Ernestine
                Burstyn

               

            	
              160,000

            
	
              H.L.
                Kaltenbacher, P.P. Kaltenbacher & J.K. Carr TTEES of the Joseph C.
                Kaltenbacher Credit Shelter TR

               

            	
              100,000

            
	
              HP
                Family Group, LLC

               

            	
              16,110,000

            
	
              Jack
                Kindler

               

            	
              100,000

            
	
              Jerry
                Hymowitz

               

            	
              80,000

            
	
              JP
                Trusts LLC

               

            	
              4,729,000

            
	
              Karen
                L. Hymowitz

               

            	
              45,000

            
	
              Kerry
                Acker

               

            	
              45,000

            
	
              Lawrence
                Peters

               

            	
              75,000

            
	
              LP
                Family Group LLC

               

            	
              16,015,000

            
	
              Magdalena
                G. Castleman

               

            	
              80,000

            
	
              Martin
                Goodstein

               

            	
              250,000

            
	
              Mitchell
                Sussman

               

            	
              110,000

            
	
              Nancy
                Gabel

               

            	
              5,000

            
	
              Norma
                A. Schulze

               

            	
              80,000

            
	
              P&D
                Partners LP

               

            	
              100,000

            
	
              PeeGee
                L.P.

               

            	
              25,000

            
	
              Peter
                M. Polow

               

            	
              75,000

            
	
              R.E.A.
                Associates

               

            	
              4,192,000

            
	
              Richard
                Rapp

               

            	
              10,000

            
	
              Sanders
                H. Acker

               

            	
              80,000

            
	
              Sarah
                Katz

               

            	
              80,000

            
	
              Seymour
                D. Reich

               

            	
              45,000

            
	
              Spencer
                and Company

               

            	
              45,000

            
	
              Susan
                Lebow

               

            	
              30,000

            
	
              The
                Arel Company

               

            	
              80,000

            
	
              Victor
                Strauss

               

            	
              25,000

            
	
              WSW
                1998 Exchange Fund L.P.

               

            	
              315,000

            
	
              Rowena
                Finke

               

            	
              45,000

            
	
              Ruth
                Holder

               

            	
              230,000

            
	
              Stanley
                Greenberg & Florence Greenberg JT TEN

               

            	
              80,000

            
	
              Alvin
                R. Brown & Helen Brown

               

            	
              80,000

            
	
              Abraham
                Punia

               

            	
              80,000

            
	
              Francis
                Shankman Insurance Trust, Francis Shankman Trustee

               

            	
              200,000

            
	
              Jerome
                Lazarus

               

            	
              17,000,000

            
	
              Constance
                Lazarus

               

            	
              3,600,000

            
	
              Jernie
                Holdings Corp.

               

            	
              100,000

            
	
              Fourbur
                Family Co., L.P.

               

            	
              5,985,000

            
	
              Robert
                L. Friedman

               

            	
              249,000

            
	
              Phyllis
                M. Warsaw Living Trust

               

            	
              212,000

            


    

    


    


    * An
      amount
      equal to (a) the taxable gain, if any, that would be realized by such Additional
      Limited Partner if such Additional Limited Partner were to dispose of its
      Interest for no consideration other than the release or deemed release of
      liabilities of the partnership assumed by or otherwise allocable to such
      Additional Limited Partner under Code Section 752, as such hypothetical gain
      is
      determined from time to time, less (b) such Additional Limited Partner’s
      share of “qualified nonrecourse financing” as defined in Code Section 465(b)(6)
      and the Treasury Regulations thereunder, as such share is determined in
      accordance with Treasury Regulations Section 1.752-3(a).

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    FIRST
      INDUSTRIAL, L.P.

     

    EXHIBIT
      2

     

    TO

     

    NINTH
      AMENDED AND RESTATED

     

    LIMITED
      PARTNERSHIP AGREEMENT

     

    Form
      of Redemption Notice

     

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    Exhibit
      2

     

    Redemption
      Notice

     

    The
      undersigned hereby irrevocably (i) elects to exercise its redemption
      rights
      contained in Section 9.1(A) of the Ninth Amended and Restated Limited
      Partnership Agreement of First Industrial, L.P. (the “Partnership Agreement”)
      with respect to an aggregate of _____ Partnership Units (as defined in the
      Partnership Agreement), (ii) surrenders such Partnership Units and all
      right, title and interest therein and (iii) directs that the REIT shares
      (as defined in the Partnership Agreement), or applicable cash amount if so
      determined by the General Partner (as defined in the Partnership Agreement)
      in
      accordance with the Partnership Agreement, deliverable upon redemption of such
      Partnership Units be delivered to the address specified below.

     

    Dated:
      ______________________

     

    Name
      of
      Limited Partner: ______________________

     

    Social
      Security or

     

    Federal
      Employer ID Number: ______________________

     

     

    
      	 	 
	 	  (Signature
              of Limited Partner)
	 	 
	 	 
	 	
               
(Street
                Address)

            
	 	 
	 	 
	 	  (City) 
(State)(Zip
              Code)
	 	 
	 	 
	 	 
	 	 Signature
              Guaranteed by:
	 	 
	 	 
	 	 


    

     

     

     

     

     

     

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    FIRST
      INDUSTRIAL, L.P.

     

    
    

    EXHIBIT
      3


    TO

     

    NINTH
      AMENDED AND RESTATED

     

    LIMITED
      PARTNERSHIP AGREEMENT

     

    Form
      of Registration Rights Agreement

     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    Exhibit
      3

     

    
      
        

      



     

    REGISTRATION
      RIGHTS AGREEMENT

     

    Dated
      as of June __, 1994

     

    of

     

    First
      Industrial Realty Trust, Inc.

     

    for
      the benefit of

     

    HOLDERS
      OF LIMITED PARTNERSHIP UNITS

     

    of

     

    First
      Industrial, L.P.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Registration
      Rights Agreement

     

    THIS
      REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of
      June   , 1994, by First Industrial Realty Trust, Inc.
      (the
“Company”) for the benefit of the persons who own limited partnership units
      (“Units”) of First Industrial, L.P. (the “Partnership”) on the date hereof and
      their successors, assigns and transferees (herein referred to collectively
      as
      the “Holders” and individually as a “Holder”).

     

    WHEREAS,
      on the date hereof each Holder is or will become the owner of Units in the
      Partnership in connection with the contribution (the “Contributions”) of certain
      real properties and other assets to the Partnership;

     

    WHEREAS,
      on the date hereof the company is consummating an initial public offering of
      its
      common stock and is becoming the sole general partner of the
      Partnership;

     

    WHEREAS,
      in connection with the foregoing, the Company has agreed, subject to the terms,
      conditions and limitations set forth in the limited partnership agreement of
      the
      Partnership (the “Partnership Agreement”), to provide the Holders with certain
      registration rights.

     

    NOW,
      THEREFORE, the Company for the benefit of the Holders agrees as
      follows:

     

    Section
      1. Definitions.

     

    As
      used
      in this Agreement, the following capitalized defined terms shall have the
      following meanings:

     

    Exchange
      Act:
      The
      Securities Exchange Act of 1934, as amended form time to time.

     

    Holders
      or Holders:
      As set
      forth in the preamble.

     

    Majority
      Holders:
      At any
      time, Holders of Registrable Securities and Units then redeemable for
      Registrable Securities, who if all Units were so redeemed, would then hold
      a
      majority of the Registrable Securities.

     

    NASD:
      The
      National Association of Securities Dealers, Inc.

     

    Person:
      Any
      individual, partnership, corporation, trust or other entity.

     

    Prospectus:
      A
      prospectus included in the Shelf Registration statement, including any
      preliminary prospectus, and any such prospectus as amended or supplemented
      by
      any prospectus supplement with respect to the terms of the offering of any
      portion of the Registrable Securities covered by the Shelf Registration
      Statement, and by all other amendments and supplements to such prospectus,
      including post-effective amendments, and in each case including all material
      incorporated by reference therein.

     

    Registrable
      Securities:
      The
      Shares, excluding (i) Shares for which the Shelf Registration Statement
      shall have become effective under the Securities Act and which have been
      disposed of under the Shelf Registration Statement (ii) Shares sold
      or
      otherwise distributed pursuant to Rule 144 under the Securities Act
      and
      (iii) Shares as to which registration under the Securities Act is not
      required to permit the sale thereof to the public.

     

    Registration
      Expenses:
      Any and
      all expenses incident to performance of or compliance with this Agreement,
      including, without limitation: (i) all SEC, stock exchange or NASD
      registration and filing fees, (ii) all fees and expenses incurred in
      connection with compliance with state securities or blue sky laws (including
      reasonable fees and disbursements of counsel in connection with blue sky
      qualification of any of the Registrable Securities and the preparation of a
      Blue
      Sky Memorandum) and compliance with the rules of the NASD, (iii) all
      

     


    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    


    expenses
      of any Persons in preparing or assisting in preparing, word processing, printing
      and distributing the Shelf Registration Statement, any Prospectus, certificates
      and other documents relating to the performance of and compliance with this
      Agreement, (iv) all fees and expenses incurred in connection with the
      listing, if any, of any of the Registrable Securities on any securities exchange
      or exchanges pursuant to Section 3(1) hereof, and (v) the fees
      and
      disbursements of counsel for the Company and of the independent public
      accountants of the Company, including the expenses of any special audits or
      “cold comfort” letters, if any, required by or incident to such performance and
      compliance. Registration Expenses shall specifically exclude underwriting
      discounts and commissions, brokerage or dealer fees, the fees and disbursements
      of counsel, accountants or other representatives of a selling Holder, and
      transfer taxes, if any, relating to the sale or disposition of Registrable
      Securities by a selling Holder, all of which shall be borne by such Holder
      in
      all cases.

     

    Registration
      Notice:
      As set
      forth in Section 3(b) hereof.

     

    Sale
      Period:
      The
      45-day period immediately following the filing with the SEC by the Company
      of an
      annual report of the Company on Form 1-K or a quarterly report of the
      Company on Form 10-Q or such other period as the Company may
      determine.

     

    SEC:
      The
      Securities and Exchange Commission.

     

    Securities
      Act:
      The
      Securities Act of 1933, as amended from time to time.

     

    Shares:
      The
      shares of common stock, $.01 par value, of the Company issued to Holders of
      Unites upon redemption or exchange of their Units.

     

    Shelf
      Registration:
      A
      registration required to be effected pursuant to Section 2
      hereof.

     

    Shelf
      Registration Statement:
      A
“shelf” registration statement of the Company and any other entity required to
      be a registrant with respect to such shelf registration statement pursuant
      to
      the requirements of the Securities Act which covers all of the Registrable
      Securities on an appropriate form under Rule 415 under the Securities
      Act,
      or any similar rule that may be adopted by the SEC, and all amendments and
      supplements to such registration statement, including post-effective amendments,
      in each case including the Prospectus contained therein, all exhibits thereto
      and all materials incorporated by reference therein.

     

    Units:
      Limited
      partnership interests in the Partnership issued to the holders in connection
      with the Contributions.

     

    Section
      2. Shelf Registration Under the Securities Act.

     

    (a) Filing
      of Shelf Registration Statement.
      Within
      13 months following the date hereof, the Company shall cause to be filed a
      Shelf
      Registration Statement providing for the sale by the Holders of all of the
      Registrable Securities ion accordance with the terms hereof and will use its
      reasonable best efforts to cause such Shelf Registration Statement to be
      declared effective by the SEC as soon as reasonably practicable. The Company
      agrees to use it reasonable best efforts to keep the Shelf Registration
      Statement continuously effective under the Securities Act until such time as
      the
      aggregate number of Units and Registrable Securities outstanding is less than
      5%
      of the aggregate number of Units outstanding on the date hereof (after giving
      effect to the Contributions) and, subject to Section 3(b) and
      Section 3(i), further agrees to supplement or amend the Shelf Registration
      Statement, if and as required by the rules, regulations or instructions
      applicable to the registration form used by the Company for such Shelf
      Registration Statement or by the Securities Act or by any other rules and
      regulations thereunder for Shelf Registration. Each Holder who sells Shares
      as
      part of the Shelf Registration shall be deemed to have agreed to all of the
      terms and conditions of this Agreement and to have agreed to perform any and
      all
      obligations of a Holder hereunder.

     


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    


    (b) Expenses.
      The
      Company shall pay all Registration Expenses in connection with the registration
      pursuant to Section 2(a). Each Holder shall pay all underwriting discounts
      and
      commissions, brokerage or dealer fees, the fees and disbursements of counsel,
      accountants or other representatives of such Holder and transfer taxes, if
      any,
      relating to the sale or disposition of such Holder’s Registrable Securities
      pursuant to the Shelf Registration Statement or Rule 144 under the Securities
      Act.

     

    (c) Inclusion
      in Shelf Registration Statement.
      Not
      later than 30 days prior to filing the Shelf Registration Statement with the
      SEC, the Company shall notify each Holder of its intention to make such filing
      and request advice from each Holder as to whether such Holder desires to have
      Registrable Securities held by it or which it is entitled to receive not later
      than the last day of the first Sale Period occurring in whole or in part after
      the date of such notice included in the Shelf Registration Statement at such
      time. Any Holder who does not provide the information reasonably requested
      by
      the Company in connection with the Shelf Registration Statement as promptly
      as
      practicable after receipt of such notice, but in no event later than 20 days
      thereafter, shall not be entitled to have its Registrable Securities included
      in
      the Shelf Registration Statement at the time it becomes effective, but shall
      have the right thereafter to deliver to the Company a Sale Notice as
      contemplated by Section 3(b).

     

    Section
      3. Registration Procedures.

     

    In
      connection with the obligations of the Company with respect to the Shelf
      Registration Statement pursuant to Section 2 hereof, the Company
      shall:

     

    (a) prepare
      and file with the SEC, within the time period set forth in Section 2(a) hereof,
      a Shelf Registration Statement, which Shelf Registration Statement
      (i) shall be available for the sale of the Registrable Securities in
      accordance with the intended method or methods of distribution by the selling
      Holders thereof and (ii) shall comply as to form in all material respects
      with the requirements of the applicable form and include all financial
      statements required by the SEC to be filed therewith.

     

    (b) subject
      to the last three sentences of this Section 3(b) and to Section 3(i) hereof,
      (i) prepare and file with the SEC such amendments and post-effective
      amendments to the Shelf Registration Statement as may be necessary to keep
      the
      Shelf Registration Statement effective for the applicable period;
      (ii) cause each Prospectus to be supplemented by any required prospectus
      supplement, and as so supplemented to be filed pursuant to Rule 424 or any
      similar rule that may be adopted under the Securities Act; (iii) respond
      promptly to any comments received from the SEC with respect to the Shelf
      Registration Statement, or any amendment, post-effective amendment or supplement
      relating thereto; and (iv) comply with the provisions of the Securities
      Act
      with respect to the disposition of all securities covered by the Shelf
      Registration Statement during the applicable period in accordance with the
      intended method or methods of distribution by the selling Holders thereof.
      Notwithstanding anything to the contrary contained herein, the Company shall
      not
      be required to take any of the actions described in clauses (i), (ii) or (iii)
      above with respect to each particular Holder of Registrable Securities unless
      and until the Company has received either a written notice (a “Registration
      Notice”) from a Holder that such Holder intends to make offers or sales under
      the Shelf Registration Statement as specified in such Registration Notice or
      a
      written response from such Holder of the type contemplated by Section 2(c);
      provided,
      however,
      that
      the Company shall have 7 business days to prepare and file any such amendment
      or
      supplement after receipt of a Registration Notice. Once a Holder has delivered
      such a written response or a Registration Notice to the Company, such Holder
      shall promptly provide to the Company such information as the Company reasonably
      requests in order to identify such Holder and the method of distribution in
      a
      post-effective amendment to the Shelf Registration Statement or a supplement
      to
      a Prospectus. Offers or sales under the Shelf Registration Statement may be
      made
      only during a Sale Period. Such Holder also shall notify the Company in writing
      upon completion of such offer or sale or at such time as such Holder no longer
      intends to make offers or sales under the Shelf Registration
      Statement.

     

    (c) furnish
      to each Holder of Registrable Securities that has delivered a Registration
      Notice to the Company, without charge, as many copies of each applicable
      Prospectus, including each preliminary Prospectus, 

     


    
      
        
        

      

      
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    and
      any
      amendment or supplement thereto and such other documents as such Holder may
      reasonably request, in order to facilitate the public sale or other disposition
      of the Registrable Securities; the Company consents to the use of such
      Prospectus, including each preliminary Prospectus, by each such Holder of
      Registrable Securities in connection with the offering and sale of the
      Registrable Securities covered by such Prospectus or the preliminary
      Prospectus.

     

    (d) use
      its
      reasonable best efforts to register or qualify the Registrable Securities by
      the
      time the Shelf Registration Statement is declared effective by the SEC under
      all
      applicable state securities or “blue sky” laws of such jurisdictions as any
      Holder of Registrable Securities covered by the Shelf Registration Statement
      shall reasonably request in writing, keep each such registration or
      qualification effective during the period the Shelf Registration Statement
      is
      required to be kept effective or during the period offers or sales are being
      made by a Holder that has delivered a Registration Notice to the Company,
      whichever is shorter, and do any and all other acts and things which may be
      reasonably necessary or advisable to enable such Holder to consummate the
      disposition in each such jurisdiction of such Registrable Securities owned
      by
      such Holder; provided,
      however,
      that
      the Company shall not be required (i) to qualify generally to do business
      in any jurisdiction or to register as a broker or dealer in such jurisdiction
      where it would not be required so to qualify or register but for this Section
      3(d), (ii) to subject itself to taxation in any such jurisdiction or
      (iii) to submit to the general service of process in any such
      jurisdiction.

     

    (e) notify
      each Holder when the Shelf Registration Statement has become effective and
      notify each Holder of Registrable Securities that has delivered a Registration
      Notice to the Company promptly and, if requested by such Holder, confirm such
      advice in writing (i) 3hen any post-effective amendments and supplements
      to
      the Shelf Registration Statement become effective, (ii) of the issuance
      by
      the SEC or any state securities authority of any stop order suspending the
      effectiveness of the Shelf Registration Statement or the initiation of any
      proceedings for that purpose, (iii) if the Company receives any
      notification with respect to the suspension of the qualification of the
      Registrable Securities for sale in any jurisdiction or the initiation of any
      proceeding for such purpose and (iv) of the happening of any event during
      the period the Shelf Registration Statement is effective as a result of which
      the Shelf Registration Statement or a related Prospectus contains any untrue
      statement of a material fact or omits to state any material fact required to
      be
      stated therein or necessary to make the statements therein (in the case of
      the
      Prospectus, in light of the circumstances under which they were made) not
      misleading.

     

    (f) make
      every reasonable effort to obtain the withdrawal of any order suspending the
      effectiveness of the Shelf Registration Statement at the earliest possible
      moment.

     

    (g) furnish
      to each Holder of Registrable Securities that has delivered a Registration
      Notice to the Company, without charge, at least one conformed copy of the Shelf
      Registration Statement and any post-effective amendment thereto (without
      documents incorporated therein by reference or exhibits thereto, unless
      requested).

     

    (h) cooperate
      with the selling Holders of Registrable Securities to facilitate the timely
      preparation and delivery of certificates representing Registrable Securities
      to
      be sold and not bearing any Securities Act legend; and enable certificates
      for
      such Registrable Securities to be issued for such numbers of shares and
      registered in such names as the selling Holders may reasonably request at least
      two (2) business days prior to any sale of Registrable Securities.

     

    (i) subject
      to the last three sentences of Section 3(b) hereof, upon the occurrence of
      any
      event contemplated by Section 3(e)(iv) hereof, use its reasonable best efforts
      promptly to prepare and file a supplement or prepare, file and obtain
      effectiveness of a post-effective amendment to the Shelf Registration Statement
      or a related Prospectus or any document incorporated therein by reference or
      file any other required document so that, as thereafter delivered to the
      purchasers of the Registrable Securities, such Prospectus will not contain
      any
      untrue statement of a material fact or omit to state a material fact required
      to
      be stated therein or necessary to make the statements therein, in the light
      of
      the circumstances under which they were made, not misleading.

     


    
      
        
        

      

      
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    (j) make
      available for inspection by representatives of the Holders of the Registrable
      Securities and any counsel or accountant retained by such Holders, all financial
      and other records, pertinent corporate documents and properties of the Company,
      and cause the respective officers, directors and employees of the Company to
      supply all information reasonably requested by any such representative, counsel
      or accountant in connection with the Shelf Registration Statement; provided,
      however,
      that
      such records, documents or information which the Company determines in good
      faith to be confidential, and notifies such representatives, counsel or
      accountants in writing that such records, documents or information are
      confidential, shall not be disclosed by the representatives, counsel or
      accountants unless (i) the disclosure of such records, documents or
      information is necessary to avoid or correct a material misstatement or omission
      in the Shelf Registration Statement, (ii) the release of such records,
      documents or information is ordered pursuant to a subpoena or other order from
      a
      court of competent jurisdiction or (iii) such records, documents or
      information have been generally made available to the public otherwise than
      in
      violation of this Agreement.

     

    (k) a
      reasonable time prior to the filing of any Prospectus, any amendment to the
      Shelf Registration Statement or amendment or supplement to a Prospectus, provide
      copies of such document (not including any documents incorporated by reference
      therein unless requested) to the Holders of Registrable Securities that have
      provided a Registration Notice to the Company.

     

    (l) use
      its
      reasonable best efforts to cause all Registrable Securities to be listed on
      any
      securities exchange on which similar securities issued by the Company are then
      listed.

     

    (m) obtain
      a
      CUSIP number for all Registrable Securities, not later than the effective date
      of the Shelf Registration Statement.

     

    (n) otherwise
      use its reasonable efforts to comply with all applicable rules and regulations
      of the SEC and make available to its security holders, as soon as reasonably
      practicable, an earnings statement covering at least 12 months which shall
      satisfy the provisions of Section 11(a) of the Securities Act and Rule 158
      thereunder.

     

    (o) use
      its
      reasonable best efforts to cause the Registrable Securities covered by the
      Shelf
      Registration Statement to be registered with or approved by such other
      governmental agencies or authorities as may be necessary by virtue of the
      business and operations of the Company to enable Holders that have delivered
      Registration Notices to the Company to consummate the disposition of such
      Registrable Securities.

     

    The
      Company may require each Holder of Registrable Securities to furnish to the
      Company in writing such information regarding the proposed distribution by
      such
      Holder of such Registrable Securities as the Company may from time to time
      reasonably request in writing.

     

    In
      connection with and as a condition to the Company’s obligations with respect to
      the Shelf Registration Statement pursuant to Section 2 hereof and this Section
      3, each Holder agrees that (i) it will not offer or sell its Registrable
      Securities under the Shelf Registration Statement until (A) it has either
      (1) provided a Registration Notice pursuant to Section 3(b) hereof or
      (2)
      had Registrable Securities included in the Shelf Registration Statement at
      the
      time it became effective pursuant to Section 2(c) hereof and (B) it has received
      copies of the supplemented or amended Prospectus contemplated by Section 3(b)
      hereof and receives notice that any post-effective amendment has become
      effective; (ii) upon receipt of nay notice from the Company of the
      happening of any event of the kind described in Section 3(b)(iv) hereof, such
      Holder will forthwith discontinue disposition of Registrable Securities pursuant
      to the Shelf Registration Statement until such Holder receives copies of the
      supplemented or amended Prospectus contemplated by Section 3(i) hereof and
      receives notice that any post-effective amendment has become effective, and,
      if
      so directed by the Company, such Holder will deliver to the Company (at the
      expense of the Company) all copies in its possession, other than permanent
      file
      copies then in such Holder’s possession, of the Prospectus covering such
      registrable Securities current at the time of receipt of such notice; and (iii)
      all offers and sales under the Shelf Registration Statement shall be completed
      within forty-five (45) days after the first date on 

     


    
      
        
        

      

      
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    which
      offers or sales can be made pursuant to clause (i) above, and upon expiration
      of
      such forty-five (45) day period the Holder will not offer or sell its
      Registrable Securities under the Shelf Registration Statement until it has
      again
      complied with the provisions of clauses (i)(A)(1) and (B) above, except that
      if
      the applicable Registration Notice was delivered to the Company at a time which
      was not part of a Sale Period, such forty-five (45) day period shall be the
      next
      succeeding Sale Period.

     

    Section
      4. Restrictions on Public Sale by Holders of Registrable
      Securities.

     

    Each
      Holder agrees with the Company that:

     

    (a) If
      the
      Company determines in its good faith judgment, after consultation with counsel,
      that the filing of the Shelf Registration Statement under Section 2 hereof
      or
      the use of any Prospectus would require the disclosure of important information
      which the Company has a bona fide business purpose for preserving as
      confidential or the disclosure of which would impede the Company’s ability to
      consummate a significant transaction, upon written notice of such determination
      by the Company, the rights of the Holders to offer, sell or distribute any
      Registrable Securities pursuant to the Shelf Registration Statement or to
      require the Company to take action with respect to the registration or sale
      of
      any Registrable Securities pursuant to the Shelf Registration Statement
      (including any action contemplated by Section 3 hereof) will be suspended until
      the date upon which the Company notifies the Holders in writing that suspension
      of such rights for the grounds set forth in this Section 4(a) is no longer
      necessary.

     

    (b) In
      the
      case of the registration of any underwritten equity offering proposed by the
      Company (other than any registration by the Company on Form S-8, or a successor
      or substantially similar form, of (i) an employee stock option, stock
      purchase or compensation plan or of securities issued or issuable pursuant
      to
      any such plan or (ii) a dividend reinvestment plan), each Holder agrees,
      if
      requested in writing by the managing underwriter or underwriters administering
      such offering, not to effect any offer, sale or distribution of Registrable
      Securities ) or any option or right to acquire Registrable Securities) during
      the period commencing on the 10th day prior to the expected effective date
      (which date shall be stated in such notice) of the registration statement
      covering such underwritten primary equity offering and ending on the date
      specified by such managing underwriter in such written request to such Holder,
      which date shall not be later than six months after such expected date of
      effectiveness;

     

    (c) In
      the
      event that any Holder uses a Prospectus in connection with the offering and
      sale
      of Registrable Securities covered by such Prospectus, such Holder will use
      only
      the latest version of such Prospectus provided to it by the
      Company.

     

    Section
      5. Indemnification Contribution.

     

    (a) Indemnification
      by the Company.
      The
      Company agrees to indemnify and hold harmless each Holder and its officers
      and
      directors and each person, if any, who controls any Holder within the meaning
      of
      Section 15 of the Securities Act as follows:

     

    (i) against
      any and all loss, liability, claim, damage and expense whatsoever, as incurred,
      arising out of any untrue statement or alleged untrue statement of a material
      fact contained in the Shelf Registration Statement (or any amendment thereto)
      or
      any Prospectus, including all documents incorporated therein by reference,
      or
      the omission or alleged omission therefrom of a material fact necessary in
      order
      to make the statements therein, in light of the circumstances under which they
      were made, not misleading;

     

    (ii) against
      any and all loss, liability, claim, damage and expense whatsoever, as incurred,
      to the extent of the aggregate amount paid in settlement of any litigation,
      or
      investigation or proceeding by any governmental agency or body, commenced or
      threatened, or of any claim whatsoever based upon any such 

     


    
      
        
        

      

      
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    untrue
      statement or omission, or any such alleged untrue statement or omission, if
      such
      settlement is effected with the written consent of the Company; and

     

    (iii) against
      any and all expense whatsoever, as incurred (including reasonable fees and
      disbursements of counsel), reasonably incurred in investigating, preparing
      or
      defending against any litigation, or investigation or proceeding by any
      governmental agency or body, commenced or threatened, in each case whether
      or
      not a party, or any claim whatsoever based upon any such untrue statement or
      omission, or any such alleged untrue statement or omission, to the extent that
      any such expense is not paid under clause (i) or (ii) above;

     

    provided,
      however,
      that
      the indemnity provided pursuant to this Section 5(a) does not apply to any
      Holder with respect to any loss, liability, claim, damage or expense to the
      extent arising out of any untrue statement or omission or alleged untrue
      statement or omission made in reliance upon and in conformity with written
      information furnished to the Company by such Holder expressly for use in the
      Shelf Registration Statement (or any amendment thereto) or any
      Prospectus.

     

    (b) Indemnification
      by Holders.
      Each
      Holder severally agrees to indemnify and hold harmless the Company and the
      other
      selling Holders, and each of their respective directors and officers (including
      each director and officer of the Company who signed the Shelf Registration
      Statement), and each person, if any, who controls the Company or any other
      selling Holder within the meaning of Section 15 of the Securities Act, to the
      same extent as the indemnity contained in Section 5(a) hereof (except that
      any
      settlement described in Section 5(a)(2) shall be effected with the written
      consent of such Holder), but only insofar as such loss, liability, claim, damage
      or expense arises out of or is based upon any untrue statement or omission,
      or
      alleged untrue statement or omission, made in the Shelf Registration Statement
      (or any amendment thereto) or any Prospectus in reliance upon and in conformity
      with written information furnished to the Company by such selling Holder
      expressly for use in the Shelf Registration Statement (or any amendment thereto)
      or such Prospectus. In no event shall the liability of any Holder under this
      Section 5(b) be greater in amount than the dollar amount of the proceeds
      received by such Holder upon the sale of the Registrable Securities giving
      rise
      to such indemnification obligation.

     

    (c) Each
      indemnified party shall give reasonably prompt notice to each indemnifying
      party
      of any action or proceeding commenced against it in respect of which indemnity
      may be sought hereunder, but failure so to notify an indemnifying party
      (i) shall not relieve it from any liability which it may have under
      the
      indemnity agreement provided in Section 5(a) or (b) unless and to the extent
      it
      did not otherwise learn of such action and the lack of notice by the indemnified
      party results in the forfeiture by the indemnifying party of substantial rights
      and defenses and (ii) shall not, in any event, relieve the indemnifying
      party from any obligations to any indemnified party other than the
      indemnification obligation provided under Section 5(a) or (b). If the
      indemnifying party so elects within a reasonable time after receipt of such
      notice, the indemnifying party may assume the defense of such action or
      proceeding at such indemnifying party’s own expense with counsel chosen by the
      indemnifying party; provided,
      however,
      that,
      if such indemnified party or parties reasonably determine that a conflict of
      interest exists where it is advisable for such indemnified part or parties
      to be
      represented by separate counsel or that, upon advice of counsel, there may
      be
      legal defenses available to them which are different from or in addition to
      those available to the indemnifying party, then the indemnifying party shall
      not
      be entitled to assume such defense and the indemnified party or parties in
      the
      aggregate shall be entitled to one separate counsel at the indemnifying party’s
      expense. If an indemnifying party is not so entitled to assume the defense
      of
      such action or does not assume such defense, after having received the notice
      referred to in the first sentence of this Section 5(c), the indemnifying party
      or parties will pay the reasonable fees and expenses of counsel for the
      indemnified party or parties. In such event however, no indemnifying party
      will
      be liable for any settlement effected without the written consent of such
      indemnifying party. If an indemnifying party is entitled to assume, and assumes,
      the defense of such action or proceeding in accordance with this paragraph,
      such
      indemnifying party shall not be liable for any fees and expenses of counsel
      for
      the indemnified parties incurred thereafter in connection with such action
      or
      proceeding.

     


    
      
        
        

      

      
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    (d) In
      order
      to provide for just and equitable contribution in circumstances in which the
      indemnity agreement provided for in this Section 5 is for any reason held to
      be
      unenforceable although applicable in accordance with its terms, the Company
      and
      the selling Holders shall contribute to the aggregate losses, liabilities,
      claims, damages and expenses of the nature contemplated by such indemnity
      agreement incurred by the Company and the selling Holders, in such proportion
      as
      is appropriate to reflect the relative fault of and benefits to the Company
      on
      the one hand the selling Holders on the other (in such proportions that the
      selling Holders are severally, not jointly, reasonable for the balance), in
      connection with the statements or omissions which resulted in such losses,
      liabilities, claims, damages or expenses, as well as any other relevant
      equitable considerations. The relative benefits to the indemnifying party and
      indemnified parties shall be determined by reference to, among other things,
      the
      total proceeds received by the indemnifying party and indemnified parties in
      connection with the offering to which such losses, liabilities, claims, damages,
      or expenses relate. The relative fault of the indemnifying party and indemnified
      parties shall be determined by reference to, among other things, whether the
      action in question, including any untrue or alleged untrue statement of a
      material fact or omission or alleged omission to state a material fact, has
      been
      made by, or relates to information supplied by, such indemnifying party or
      the
      indemnified parties, and the parties’ relative intent, knowledge, access to
      information and opportunity to correct or prevent such action.

     

    The
      Company and the Holders agree that it would not be just or equitable if
      contribution pursuant to this Section 5(d) were determined by pro rata
      allocation or by any other method of allocation which does not take account
      of
      the equitable considerations referred to in the immediately preceding paragraph.
      Notwithstanding the provisions of this Section 5(d), no selling Holder shall
      be
      required to contribute any amount in excess of the amount by which the total
      price at which the Registrable Securities of such selling Holder were offered
      to
      the public exceeds the amount of any damages which such selling Holder is
      otherwise required to pay by reason of such untrue statement or
      omission.

     

    Notwithstanding
      the foregoing, no Person guilty of fraudulent misrepresentation (within the
      meaning of Section 11(f) of the Securities Act) shall be entitled to
      contribution from any Person w ho was not guilty of such fraudulent
      misrepresentation. For purposes of this Section 5(d), each Person, if any,
      who
      controls a Holder within the meaning of Section 15 of the Securities Act and
      directors and officers of a Holder shall have the same rights to contribution
      as
      such Holder, and each director of the Company, each officer of the Company
      w ho
      signed the Shelf Registration Statement and each Person, if any, who controls
      the Company within the meaning of Section 15 of the Securities Act shall have
      the same rights to contribution as the Company.

     

    Section
      6. Rule 144 Sales.

     

    (a) The
      Company covenants that it will file the reports requires to be filed by the
      Company under the Securities Act and the Exchange Act, so as to enable any
      H
      older to sell Registrable Securities pursuant to Rule 144 under the Securities
      Act.

     

    (b) In
      connection with any sale, transfer or other disposition by any Holder of any
      Registrable Securities pursuant to Rule 144 under the Securities Act, the
      Company shall cooperate with such Holder to facilitate the timely preparation
      and delivery of certificates representing Registrable Securities to be sold
      and
      not bearing any Securities Act legend, and enable certificates for such
      Registrable Securities to be for such number of shares and registered in such
      names as the selling Holders may reasonably request at least two business days
      prior to any sale of Registrable Securities.

     

    Section
      7. Miscellaneous.

     

    (a) Amendments
      and Waivers.
      The
      provisions of this Agreement, including the provisions of this sentence, may
      not
      be amended, modified or supplemented, and waivers or consents to departures
      from
      the provisions hereof may not be given without consent of the Company and
      Holders constituting Majority Holders; provided,
      however,
      that no
      amendment, modification or supplement or waiver or consent to the departure
      with


     


    
      
        
        

      

      
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    respect
      to the provisions of Sections 2, 3, 4, 5, 6 or 7(a) hereof or the definition
      of
      Registrable Securities or which would impair the rights of any Holder under
      such
      provisions, shall be effective as against any Holder of Registrable Securities
      or Units redeemable for Registrable Securities unless consented to in writing
      by
      such Holder of Registrable Securities or Units. Notice of any amendment,
      modification or supplement to this Agreement adopted in accordance with this
      Section 7(a) shall be provided by Company to each Holder of Registrable
      Securities or Units redeemable for Registrable Securities at least thirty (30)
      days prior to the effective date of such amendment, modification or
      supplement.

     

    (b) Notices.
      All
      notices and other communications provided for or permitted hereunder shall
      be
      made in writing by hand delivery, registered first-class mail, telex, telecopier
      or any courier guaranteeing overnight delivery, (i) if to a Holder,
      at the
      most current address given by such Holder to the Company by means of a notice
      given in accordance with the provisions of this Section 7(b), which address
      initially is, with respect to each H older, the address set forth in the
      Partnership Agreement, or (ii) to the Company, at 150 N. Wacker Drive,
      Suite 150, Chicago, Illinois 60606, Attention: President.

     

    All
      such
      notices and communications shall be deemed to have been duly given: at the
      time
      delivered by hand, if personally delivered; five (5) business days after being
      deposited in the mail, postage prepaid, if mailed; when answered back, if
      telexed; when receipt is acknowledged, if telecopied; or at the time delivered
      if delivered by an air courier guaranteeing overnight delivery.

     

    (c) Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of and be binding upon the successors,
      assigns and transferees of each of the Company and the Holders, including
      without limitation and without the need for an express assignment, subsequent
      Holders. If any successor, assignee or transferee of any Holder shall acquire
      Registrable Securities, in any manner, whether by operation of law or otherwise,
      such Registrable Securities shall be held subject to all of the terms of this
      Agreement, and by taking and holding such Registrable Securities such Person
      shall be entitled to receive the benefits hereof and shall be conclusively
      deemed to have agreed to be bound by all of the terms and provisions
      hereof.

     

    (d) Headings.
      The
      headings in this Agreement are for the convenience of reference only and shall
      not limited or otherwise affect the meaning hereof.

     

    (e) GOVERNING
      LAW.
      THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF MARYLAND WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PROVISIONS
      THEREOF.

     

    (f) Specific
      Performance.
      The
      Company and the Holders acknowledge that there would be no adequate remedy
      at
      law if any party fails to perform any of its obligations hereunder, and
      accordingly agree that the Company and each Holder, in addition to any other
      remedy to which it may be entitled at law or in equity, shall be entitled to
      compel specific performance of the obligations of another under this Agreement
      in accordance with the terms and conditions of this Agreement in any court
      of
      the United States or any State thereof having jurisdictions.

     

    (g) Entire
      Agreement.
      This
      Agreement is intended by the Company as a final expression of its agreement
      and
      is intended to be a complete and exclusive statement of the agreement and
      understanding of the Company in respect of the subject matter contained herein.
      This Agreement supersedes all prior agreements and understandings of the Company
      with respect to such subject matter.

     


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the Company has executed this Agreement as of the date first
      written above.

     

     

    FIRST
      INDUSTRIAL REALTY TRUST, INC.

     

    By: _________________________________

    Name:
      _______________________________

    Title:
      ________________________________