FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED UNSECURED REVOLVING CREDIT AGREEMENT

FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED UNSECURED REVOLVING CREDIT AGREEMENT

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EXHIBIT 10.1

FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED
UNSECURED REVOLVING CREDIT AGREEMENT

This First Amendment to Fifth Amended and Restated Unsecured Revolving Credit Agreement (this “Amendment”) is made as of this 18th day of August, 2008 by and among FIRST INDUSTRIAL, L.P., a Delaware limited partnership (“Borrower”), FIRST INDUSTRIAL REALTY TRUST, INC., a Maryland corporation (“Guarantor”), JPMorgan Chase Bank, N.A., as a lender and as “Administrative Agent,” and the Lenders identified on the signature pages to this Amendment.

RECITALS

A. Borrower, General Partner, Administrative Agent, and the Lenders are parties to a Fifth Amendment and Restated Unsecured Credit Agreement dated as of September 28, 2007 (the “Credit Agreement”). All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.

B. Pursuant to the terms of the Credit Agreement, the Lenders made available a credit facility in the initial amount of $500,000,000, subject to increase to a maximum amount of $700,000,000. The aggregate amount of Domestic Revolving Commitments is currently $400,000,000 and the aggregate amount of Global Revolving Commitments is currently $100,000,000.

C. Borrower has requested a change to the Credit Agreement in order to reallocate a portion of the Domestic Revolving Commitments to be Global Revolving Commitments.

NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

AGREEMENTS

1. The foregoing recitals to this Amendment are incorporated into and made a part of this Amendment.

2. Effective as of the Effective Date (as defined in Section 3 below), the Domestic Revolving Commitments and Global Revolving Commitments shall be revised to be the amounts set forth in Exhibit A to this Amendment. Exhibit A to the Credit Agreement is hereby replaced by Exhibit A to this Amendment. As of the date hereof, the aggregate amount of Domestic Revolving Commitments is $339,000,000 and the aggregate amount of Global Revolving Commitments is $161,000,000. The Lenders further agree that there can be further changes to the allocation of the Commitments between the Domestic Revolving Commitments and Global Revolving Commitments without requiring an amendment signed by the Required Lenders so long as the Amendment regarding such reallocation does not change the Aggregate Commitment

and is executed by Borrower, Administrative Agent, and each Lender whose Domestic Revolving Commitment or Global Revolving Commitment is changing.

3. The “Effective Date” shall be the date on which all the following conditions shall have been fulfilled:

	(a)		No Event of Default or Potential Default then exists.

	(b)		This Amendment shall have been executed by Borrower, Administrative Agent, the Required Lenders, and each of the Lenders whose Domestic Commitment or Revolving Commitment is changing.

	(c)		The representations and warranties set forth in Paragraph 4 shall be true and correct as of such date.

	(d)		Borrower shall have paid to Administrative Agent for the account of the Lenders all fees due to Lenders in connection with this Amendment.

If the Effective Date has not occurred by August 31, 2008, either Borrower or Administrative Agent may elect to terminate this Amendment which thereupon shall have no further force or effect and the Credit Agreement shall continue as if this Amendment had not been executed.

4. Borrower hereby represents and warrants that:

	(a)		no Event of Default or Default exists under the Loan Documents;

	(b)		the Loan Documents are in full force and effect and Borrower has no defenses or offsets to, or claims or counterclaims relating to, its obligations under the Loan Documents;

	(c)		no changes have been made to the organizational documents of the Borrower since the date of the Credit Agreement unless such changes have been previously provided to Administrative Agent;

	(d)		there has been no material adverse change in the financial condition of Borrower since March 31, 2008, and

	(e)		Borrower has full power and authority to execute this Amendment and no consents are required for such execution other than any consents which have already been obtained.

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Borrower agrees that all of its representations and warranties set forth in Article VI of the Credit Agreement and elsewhere in the Credit Agreement are true in all material respects (except with respect to matters which have been disclosed in writing to and approved by the Required Lenders), except that the Borrower has not updated any Schedules referred to in such Article VI and the financial statements required under Section 8.2(i) of the Credit Agreement except with respect to any change otherwise required to be disclosed which could reasonably be expected to have a Material Adverse Effect.

5. Except as specifically modified hereby, the Credit Agreement is and remains unmodified and in full force and effect and is hereby ratified and confirmed. All references in the Loan Documents to the “Credit Agreement” or the “Revolving Credit Agreement” henceforth shall be deemed to refer to the Credit Agreement as amended by this Amendment.

6. General Partner, in its capacity as Guarantor, hereby consents to the amendment to the Credit Agreement contained herein and reaffirms its obligations under the Guaranty delivered by it dated as of September 28, 2007.

7. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one agreement, and any of the parties hereto may execute this Amendment by signing any such counterpart. This Amendment shall be construed in accordance with the internal laws (and not the law of conflicts) of the State of Illinois, but giving effect to federal laws applicable to national banks.

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IN WITNESS WHEREOF, the Borrower, the Guarantor, the Lenders and the Administrative Agent have executed this Amendment as of the date first above written.


BORROWER:	FIRST INDUSTRIAL, L.P.

	By:	FIRST INDUSTRIAL REALTY TRUST, INC.,
		its General Partner


		By:		/s/ Xxxxx Xxxxx

		Title:		Xxxxx Xxxxx, Its CAO and Treasurer


GENERAL PARTNER:	FIRST INDUSTRIAL REALTY TRUST, INC.

	By:	/s/ Xxxxx Xxxxx

	Title:	Xxxxx Xxxxx, Its CAO and Treasurer

S-1

S-2

S-3


		REGIONS BANK, Individually and as Documentation Agent

		By:		/s/ Xxxx Xxxxxxxx

		Name:		Xxxx Xxxxxxxx
		Title:		Vice President

S-4


		U.S. BANK, NATIONAL ASSOCIATION, Individually and as Documentation Agent:

		By:		/s/ Xxxxxx Xxxxxxx

		Name:		Xxxxxx Xxxxxxx
		Title:		Senior Vice President

S-5


		COMERICA BANK, Individually and as Co-Agent:

		By:		/s/ Xxxxxx X. Xxxxx

		Name:		Xxxxxx X. Xxxxx
		Title:		Vice President

S-6


		PNC BANK, NATIONAL ASSOCIATION, Individually and as Co-Agent:

		By:		/s/ Xxxxxx Xxxx Xxxxxxxxx

		Name:		Xxxxxx Xxxx Xxxxxxxxx
		Title:		Senior Vice President

S-7


		XXXXX FARGO BANK NATIONAL ASSOCIATION, Individually and as Co-Agent:

		By:		/s/ Xxxxx X. Xxxxxxx

		Name:		Xxxxx X. Xxxxxxx
		Title:		Vice President

S-8


		THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

		By:		/s/ Xxxx Xxxxxx

		Name:		Xxxx Xxxxxx
		Title:		Vice President

S-9


		SUNTRUST BANK

		By:		/s/ Xxxxx Xxxxxxxx

		Name:		Xxxxx Xxxxxxxx
		Title:		Senior Vice President

S-10


		THE NORTHERN TRUST COMPANY

		By:		/s/ Xxxxxx X. Xxxxxx

		Name:		Xxxxxx X. Xxxxxx
		Title:		Vice President

S-11


		CHEVY CHASE BANK, F.S.B.

		By:

		Name:

		Title:

S-12


		FIRST COMMERCIAL BANK NEW YORK AGENCY

		By:		/s/ Yu-Xxx Xxxxx

		Name:		Yu-Xxx Xxxxx
		Title:		Assistant General Manager

S-13

EXHIBIT A

COMMITMENT AMOUNTS


		Domestic		Global
Bank	Title	Allocation		Allocation
JPMorgan Chase Bank, N.A.	Administrative Agent	$	35,000,000	$	35,000,000
Wachovia Bank, National Association	Syndication Agent		35,000,000		35,000,000
US Bank, N.A.	Co-Documentation Agent		30,000,000		30,000,000
PNC Bank, National Association	Co-Agent		20,000,000		20,000,000
The Bank of Tokyo-Mitsubishi UFJ, Ltd.			15,000,000		15,000,000
SunTrust Bank			13,500,000		13,500,000
The Northern Trust Company			12,500,000		12,500,000
Regions Bank	Co-Documentation Agent		60,000,000		0
Comerica Bank	Co-Agent		40,000,000		0
Xxxxx Fargo Bank	Co-Agent		38,000,000		0
First Commercial Bank			20,000,000		0
Chevy Chase Bank, F.S.B.			20,000,000		0

Total		$	339,000,000	$	161,000,000

Exhibit A

JPMORGAN CHASE BANK, N.A., Individually and as

Administrative Agent

By:
Title:

/s/ Xxxxxxx Xxxx

Xxxxxxx Xxxx, Vice President