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EXHIBIT 10.4
SECOND AMENDMENT TO
FOURTH AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT OF
FIRST INDUSTRIAL, L.P.
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 and pursuant to the terms of that certain
Fourth Amended and Restated Limited Partnership Agreement, dated June 6, 1997
(as amended by the first amendment thereto dated June 20, 1997 [the "First
Amendment"], the "Partnership Agreement"), does hereby amend the Partnership
Agreement as follows:
Capitalized terms used but not defined in this Second Amendment shall have
the same meanings that are ascribed to them in the Partnership Agreement.
1. Additional Limited Partners. The Persons identified on Schedule 1
hereto are hereby admitted to the Partnership as Additional Limited Partners
owning the number of Units and having made the Capital Contributions set forth
on such Schedule 1. Such persons hereby adopt the Partnership Agreement. The
General Partner hereby consents to the assignment of all Units of the
Additional Limited Partners identified as transferors on Schedule 2 hereto to
their equity owners identified as transferees and in the amounts set forth on
such Schedule 2, and to the admission to the Partnership as Substituted Limited
Partners of such transferees, and such transferees are hereby admitted to the
Partnership as Substituted Limited Partners.
2. Schedule of Partners. Exhibit 1B to the Partnership Agreement is
hereby deleted in its entirety and replaced by Exhibit 1B hereto which
identifies the Partners following consummation of the transactions referred to
in Section 1 hereof.
3. Protected Amounts. In connection with the transactions consummated
pursuant to that certain Contribution Agreement (the "Contribution Agreement"),
dated __________, 1997, by and between FR Acquisitions, Inc., a Maryland
corporation (it having assigned its entire right, title and interest in and to
the Contribution Agreement to the Partnership), and the other parties listed on
the signature pages of the Contribution Agreement, certain Protected Amounts
are being established for the Additional Limited Partners admitted pursuant to
this Second Amendment, which Protected Amounts are reflected on Exhibit 1D
attached hereto and shall be incorporated as part of Exhibit 1D of the
Partnership Agreement.
4. Certain Corrections. In order to correct certain typographical errors,
the Partnership Agreement is hereby amended, effective from the time of such
typographical errors, as follows:
(a) The second line of Section 5.2(A)(1) is amended by deleting
the word "Profits" therefrom and substituting the word "Losses" in
its place and stead.
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(b) The first line of Section 5.2(A)(4) is amended by deleting
the word "Losses" therefrom and substituting the word "Profits" in
its place and stead.
(c) The first line of Section 5.2(A)(5) is amended by deleting
therefrom, in its entirety, the phrase "until the cumulative
Profits" and substituting the phrase "in proportion to the
cumulative Losses" in its place and stead.
5. Ratification. Except as expressly modified by this Second Amendment,
all of the provisions of the Partnership Agreement are affirmed and ratified
and remain in full force and effect.
Dated: June ___, 1997
[THE REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK;
SIGNATURE PAGE TO FOLLOW]
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EXHIBIT 1B
SCHEDULE OF PARTNERS
GENERAL PARTNER NUMBER OF UNITS
--------------- ---------------
First Industrial Realty Trust, Inc. 30,135,617
LIMITED PARTNERS
----------------
Xxxxxx X. Xxxxxx, TR of the Xxxxxx X.
Xxxxxx Trust UA Dec 29 92 137,489
XX Xxxxxxxx Venture 24,789
Xxxx X. de B Xxxxxxx, XX of the Xxxx X.
De B Blockey Trust 8,187
Xxxxxxx X. Xxxxxxx 7,587
Xxxxxx Xxxxxx 9,261
National Discount Brokers
NBD Acct. # 4KB-432708 770
National Discount Brokers
NBD Acct. # 4KB-432690 770
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LIMITED PARTNERS NUMBER OF UNITS
-------------------------------------- ---------------
Xxxxx X. Xxxxxxx & Xxxxx X. Xxxxxxx TR
of the Xxxxx X. & Xxxxx X. Xxxxxxx
Trust UA Aug 28 92 12,551
Xxxxxxx X Xxxxxx, TR of the Xxxxxxx X.
Xxxxxx Trust UA Nov 4 69 144,296
Xxxxxx X. Xxxxxx 6,286
Xxxxx X. Xxxxx Trust UA Jan 16 81 36,476
X. Xxxxx Xxxxx XX of the W. Xxxxx
Xxxxx Trust UA May 31, 91 4,416
Xxxxxxx Xxxxxxx 2,000
Xxxxxx Road Associates Limited Partnership 2,751
Xxxxxx X. Xxxxxxxxxx Trust 450
Xxxx Xxxxxx & Xxxx Xxxxxx JT TEN WROS 15,159
Highland Associates Limited Partnership 69,039
Xxxxxx X. Xxxxxx Xx. 150,134
Xxxxxx X. Xxxx 220,080
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LIMITED PARTNERS NUMBER OF UNITS
---------------- ---------------
Xxxxxxxxx X. Xxx 3,880
Xxxxxxx X. Xxxxxxx 3,831
Xxxxx Xxxxx 9,261
Xxxx X. Xxxxxxx 39,737
Xxxxxxx Investment Corporation 13,606
LGR Investment Fund Ltd 22,556
Xxxxx Xxxx 617
Xxxxxx Xxxxxx 2,880
Xxxxx Xxxxxx 2,000
Xxxxx Xxxxxx 56,184
Xxxxxxx Xxxxxxxxxx 81,654
North Star Associates Limited Partnership 19,333
Xxxxx X'Xxxxxx 63,845
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LIMITED PARTNERS NUMBER OF UNITS
---------------- ---------------
Xxxxx X'Xxxxxx 66,181
Xxxxxxx Equities LP 254,541
Xxxxxxx Xxxxxxx 2,000
Xxxxxxxxx Road Associates Limited Partnership 2,751
Xxxxx X. Xxxxxxxx 38,697
Shadeland Associates Limited Partnership 42,976
Shadeland Corporation 4,442
Xxx X. Xxxxxxx 65,118
Xxx X. Xxxxxxx & Xxxxxxxx X. Xxxxxxx
TEN ENT 1,223
Xxxxxxx X. Xxxxx 2,829
Xxxxx Xxxxx 13,571
Xxxxxx Xxxxx 56,778
S. Xxxxx Xxxxx 56,778
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LIMITED PARTNERS NUMBER OF UNITS
---------------- ---------------
Xxxxxxxx Xxxxx 130,026
Xxxxxxx X. Xxxxxx 23,868
Xxxx X. Xxxxxxx 25,206
Xxxxxx/Xxxxxxx Investment Corporation 22,079
Xxxxxx Xxxxxxx 149,531
The Xxxxxx Xxxxxxx Revocable Trust
dated October 22, 1976 149,531
The Xxxx Xxxxxxxx Revocable Living Trust
dated March 23, 1978 26,005
Jernie Holdings Corp. 180,499
Fourbur Family Co., L.P. 50,478
Fourbur Co., L.L.C. 27,987
Xxxxxx Xxxxxxx 18,653
Xxxxxxxxx Xxxxxxx 417,961
Xxxxx Xxxxxx 523,155
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LIMITED PARTNERS NUMBER OF UNITS
---------------- ---------------
Xxxxxx Xxxxxxx 331,742
Xxx Xxxxxx 18,653
Xxxxxxxx Xxxxxxx 6,538
Xxxxxxx Xxxxxxx 6,538
Xxxxx Xxxxxxx 13,078
Xxxxxxx X. Xxxxxxx 754
Xxxxx X. Xxxxxx 1,388
Xxxxxxx X. Xxxx and
Xxxxxx X. Xxxx, tenants in the entirety 634
Xxxxxx X. Xxxxxx, Xx. 2,262
Xxxxxx X. Xxxxx 1,388
Xxxxxxx X. Xxxxx 1,508
Fitz & Xxxxx Partnership 3,410
Xxxxxx X. Xxxxxxx and
Xxxxxxx X. Xxxxxxx, tenants in the entirety 6,166
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LIMITED PARTNERS NUMBER OF UNITS
---------------- ---------------
Internal Investment Company 3,016
Xxxxxx X. Xxxxxxx, Xx. and
Xxxxxx X. Xxxxxxx, tenants in the entirety 2,142
Xxxxxxx Xxxxxxx 2,183
Xxxxx X. Xxxxxx 754
Xxxxxx Xxxxx 1,508
Xxxx X. Xxxxxxxxxx 10,076
Xxxx X. Xxxx 1,071
Xxxxx X. & Xxxxx X. Xxxxxxx 2,142
Xxxxx X. Xxxxxxx 1,508
Xxxxxx X. Xxxxxxx and
Xxxxxxx X. Xxxxxxx, tenants in the entirety 8,308
W.F.O. Xxxxxxxxxxx 634
Xxxxxx Xxx Xxxxxx 634
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LIMITED PARTNERS NUMBER OF UNITS
---------------- ---------------
Xxxxx X. Xxxxx, and
Xxxxx X. Xxxxx, tenants in the entirety 754
Xxxx X. Xxxxx and
Xxxxx X. Xxxxx, tenants in the entirety 1,508
SRS PARTNERSHIP 2,142
Xxxxx X. Xxxxxx 2,142
Xxxxxxx Properties, L.L.C. 25,342
R.C.P. Associates,
a New Jersey limited partnership 3,060
The Worlds Fair V Associates,
a New Jersey general partnership 3,340
The Worlds Fair 25 Associates, a Limited Partnership,
a New Jersey limited partnership 13,677
The Worlds Fair Office Associates,
a New Jersey general partnership 3,343
South Broad Company,
a New Jersey limited partnership 22,534
Gamma Three Associates Limited Partnership,
a New Jersey limited partnership 3,338
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LIMITED PARTNERS NUMBER OF UNITS
---------------- ---------------
Xxxxx Road Associates,
a New Jersey limited partnership 29,511
Jayeff Associates Limited Partnership,
a New Jersey limited partnership 16,249
Suburban Roseland Associates, a Limited Partnership,
a New Jersey limited partnership 3,002
Worlds Fair Associates,
a New Jersey general partnership 6,134
Xxxxx Company, L.L.C.,
a New Jersey limited liability company 7,117
New Land Associates Limited Partnership,
a New Jersey limited partnership 1,664
Worlds Fair Limited Partnership,
a New Jersey limited partnership 1,664
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EXHIBIT 1D
PROTECTED AMOUNTS
R.C.P. Associates,
a New Jersey limited partnership $3,738,167
The Worlds Fair V Associates,
a New Jersey general partnership $4,592,189
The Worlds Fair 25 Associates, a Limited Partnership,
a New Jersey limited partnership $1,268,901
The Worlds Fair Office Associates,
a New Jersey general partnership $6,150,231
South Broad Company,
a New Jersey limited partnership $6,279,754
Gamma Three Associates Limited Partnership,
a New Jersey limited partnership $1,351,264
Xxxxx Road Associates,
a New Jersey limited partnership $1,760,431
Jayeff Associates Limited Partnership,
a New Jersey limited partnership $740,204
Suburban Roseland Associates, a Limited Partnership,
a New Jersey limited partnership $1,934,699
Worlds Fair Associates,
a New Jersey general partnership $7,159,019
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Xxxxx Company, L.L.C.,
a New Jersey limited liability company $0
New Land Associates Limited Partnership,
a New Jersey limited partnership $2,195,750
Worlds Fair Limited Partnership,
a New Jersey limited partnership $211,208
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SCHEDULE 1
Additional
Limited Partners Number of Units Capital Contribution
---------------- --------------- --------------------
R.C.P. Associates, a New
Jersey limited partnership 3,401 $ 102,200.05
The Worlds Fair V
Associates, a New Jersey
general partnership 3,340 $ 100,367.00
The Worlds Fair 25
Associates, a Limited
Partnership, a New Jersey
limited partnership 13,677 $ 410,993.85
The Worlds Fair Office
Associates, a New Jersey
general partnership 3,343 $ 100,457.15
South Broad Company, a New
Jersey limited partnership 22,534 $ 677,146.70
Gamma Three Associates
Limited Partnership, a New
Jersey limited partnership 3,341 $ 100,397.00
Xxxxx Road Associates, a
New Jersey limited
partnership 33,353 $1,002,257.65
Jayeff Associates Limited
Partnership, a New Jersey
limited partnership 18,846 $ 566,322.30
Suburban Roseland
Associates, a Limited
Partnership, a New Jersey
limited partnership 3,336 $ 100,246.80
Worlds Fair Associates, a
New Jersey general
partnership 6,134 $184.326.70
New Land Associates Limited
Partnership, a New Jersey
limited Partnership 1,664 $ 50,000.00
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Additional
Limited Partners Number of Units Capital Contribution
---------------- --------------- --------------------
Worlds Fair Limited
Partnership, a New Jersey
limited partnership 1,664 $ 50,000.00
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SCHEDULE 2
Transferror New Holder Units Capital Account
--------------------------- --------------------------- ----- ---------------
Xxxxx Road Associates, a Xxxxx Company, L.L.C., a
New Jersey limited New Jersey limited
partnership liability company 3,842 $42,731.10
Jayeff Associates Limited Xxxxx Company, L.L.C., a
Partnership, a New Jersey New Jersey limited
limited partnership liability company 2,597 $78,039.85
R.C.P. Associates, a New Xxxxx Company, L.L.C., a
Jersey limited partnership New Jersey limited
liability company 341 $10,247.05
Suburban Roseland Xxxxx Company, L.L.C., a
Associates, a Limited New Jersey limited
Partnership, a New Jersey liability company 334 $10,036.70
limited partnership
Gamma Three Associates Xxxxx Company, L.L.C., a
Limited Partnership, a New New Jersey limited
Jersey limited partnership liability company 3 $ 90.15
