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EXHIBIT-10.4
THIRD AMENDMENT TO
SIXTH AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT OF
FIRST INDUSTRIAL, L.P.
As of April 16, 1998, 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 Sixth Amended and Restated Limited Partnership Agreement,
dated March 18, 1998 (as amended by the first amendment thereto dated April 1,
1998 and the second amendment thereto dated April 3, 1998 (collectively, the
"PARTNERSHIP AGREEMENT"), does hereby amend the Partnership Agreement as
follows:
Capitalized terms used but not defined in this Third Amendment (this
"AMENDMENT") shall have the same meanings that are ascribed to them in the
Partnership Agreement.
1. ADDITIONAL LIMITED PARTNERS. The Persons identified on SCHEDULE 1A
hereto are hereby admitted to the Partnership as Substituted Limited Partners or
Additional Limited Partners, as the case may be, owning the number of Units and
having made the Capital Contributions set forth on such SCHEDULE 1A. Such
persons hereby adopt the Partnership Agreement. The undersigned acknowledges
that those of the Persons identified on SCHEDULE 1A hereto that are Substituted
Limited Partners have received their Partnership Interests from various
Additional Limited Partners, and the undersigned hereby consents to such
transfers.
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 April 14, 1998, 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
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. RATIFICATION. Except as expressly modified by this Amendment, all of
the provisions of the Partnership Agreement are affirmed and ratified and remain
in full force and effect.
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IN WITNESS WHEREOF, the undersigned has executed this Amendment as of
the date first written above.
FIRST INDUSTRIAL REALTY TRUST, INC.,
as sole general partner
of the Partnership
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Tomasz
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Title: Chief Executive Officer
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