1
EXHIBIT 10.5
SEVENTH AMENDMENT TO
FOURTH AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT OF
FIRST INDUSTRIAL, L.P.
As of September 30, 1997, 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 second amendment thereto dated June 30, 1997, the third
amendment thereto dated July 18, 1997, the fourth amendment thereto dated July
31, 1997, the fifth Amendment thereto dated August 1, 1997, and the Sixth
Amendment thereto dated August 29, 1997, collectively, the "PARTNERSHIP
AGREEMENT"), does hereby amend the Partnership Agreement as follows:
Capitalized terms used but not defined in this Seventh 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.
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 September 30, 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 Seventh 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 Seventh 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 Seventh Amendment as
of the date first written above.
FIRST INDUSTRIAL REALTY TRUST, INC., as
sole general partner of the Partnership
By:______________________________________
Name:_______________________________
Title:______________________________
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EXHIBIT 1B
SCHEDULE OF PARTNERS
GENERAL PARTNER NUMBER OF UNITS
--------------- ---------------
First Industrial Realty Trust, Inc. 30,152,117
LIMITED PARTNERS NUMBER OF UNITS
---------------- ---------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, TR of the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Trust UA Dec 29 92 137,489
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 754
▇▇ ▇▇▇▇▇▇▇▇ Venture 24,789
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 7,587
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ TR of 1,400
the ▇▇▇▇▇▇▇ Childrens Education Trust UA Dec 20 94, FBO
▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ TR of 1,400
the ▇▇▇▇▇▇▇ Childrens Education Trust UA Dec 20 94, FBO
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ TR of the ▇▇▇▇▇ ▇. & ▇▇▇▇▇ 10,891
▇. ▇▇▇▇▇▇▇ Trust UA Aug 28 92
▇▇▇▇▇▇ ▇▇▇▇▇▇ 9,261
▇▇▇ ▇▇▇▇▇▇ 18,653
▇▇▇▇▇ ▇▇▇▇▇▇ 523,155
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 1,388
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇, tenants in the entirety 634
4
LIMITED PARTNERS NUMBER OF UNITS
---------------- ---------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. 2,262
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, TR of the ▇▇▇▇▇▇▇ ▇.▇▇▇▇▇▇ Trust UA Nov 4 69 144,296
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 6,286
▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ of the W. ▇▇▇▇▇ ▇▇▇▇▇ Trust UA May 31, 91 4,416
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 2,000
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 1,388
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 1,508
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 6,538
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 6,538
▇▇▇▇▇ ▇▇▇▇▇▇▇ 13,078
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 331,742
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 149,531
▇▇▇▇▇ Road Associates, a New Jersey limited partnership 29,511
▇▇▇▇▇▇ Road Associates Limited Partnership 2,751
Fitz & ▇▇▇▇▇ Partnership 3,410
Foundation for Advanced Christian Training 60
Fourbur Co., L.L.C. 27,987
Fourbur Family Co., L.P. 50,478
Gamma Three Associates Limited Partnership, a New Jersey 3,338
limited partnership
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LIMITED PARTNERS NUMBER OF UNITS
---------------- ---------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, tenants in the 6,166
entirety
▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇ ▇▇▇▇▇▇ JT TEN WROS 15,159
▇▇▇▇▇ ▇. ▇▇▇▇▇ Trust UA Jan 16 81 36,476
Highland Associates Limited Partnership 69,039
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇. 150,134
▇▇▇▇▇▇/▇▇▇▇▇▇▇ Investment Corporation 22,079
▇▇▇▇▇▇ ▇. ▇▇▇▇ 220,000
Internal Investment Company 3,016
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇ 3,880
The ▇▇▇▇ ▇▇▇▇▇▇▇▇ Revocable Living Trust dated March 23, 1978 26,005
Jayeff Associates Limited Partnership, a New Jersey limited 16,249
partnership
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 3,831
Jernie Holdings Corp. 180,499
▇▇▇▇ ▇. ▇▇ ▇▇▇▇▇▇▇, TR of the ▇▇▇▇ ▇. De B ▇▇▇▇▇▇▇ Trust 8,187
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇. and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, tenants in the 2,142
entirety
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 2,183
▇▇▇▇▇ ▇▇▇▇▇ 9,261
▇▇▇▇▇▇▇ Investment Corporation 13,606
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 39,737
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 417,961
6
LIMITED PARTNERS NUMBER OF UNITS
---------------- ---------------
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 18,653
LGR Investment Fund Ltd 22,556
▇▇▇▇▇▇▇ Properties, L.L.C. 25,342
▇▇▇▇▇▇▇ Equities LP 254,541
▇▇▇▇▇ ▇▇▇▇ 617
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 754
Menlo Park Presbyterian Church 230
▇▇▇▇▇▇ ▇▇▇▇▇▇ 2,880
▇▇▇▇▇ ▇▇▇▇▇▇ 2,000
The ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Revocable Trust dated October 22, 1976 149,531
Montrose ▇▇▇▇▇▇▇ Associates, a New Jersey general partnership 4,874
▇▇▇▇▇ ▇▇▇▇▇▇ 56,184
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ 81,654
Muskingum College 20
▇▇▇▇▇▇ ▇▇▇▇▇ 1,508
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ 10,076
New Land Associates Limited Partnership, a New Jersey limited 1,644
partnership
North Star Associates Limited Partnership 19,333
▇▇▇▇▇ ▇'▇▇▇▇▇▇ 63,845
▇▇▇▇▇ ▇'▇▇▇▇▇▇ 66,181
7
LIMITED PARTNERS NUMBER OF UNITS
---------------- ---------------
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 2,000
▇▇▇▇▇▇▇▇▇ Road Associates Limited Partnership 2,751
R.C.P. Associates, a New Jersey limited partnership 3,060
▇▇▇▇ ▇. ▇▇▇▇ 1,071
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 2,142
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 38,697
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 1,508
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, tenants in the 8,308
entirety
W.F.O. ▇▇▇▇▇▇▇▇▇▇▇ 634
▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ 634
Shadeland Associates Limited Partnership 42,976
Shadeland Corporation 4,442
▇▇▇ ▇. ▇▇▇▇▇▇▇ 65,118
▇▇▇ ▇. ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ TEN ENT 1,223
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 2,829
▇▇▇▇▇ ▇. ▇▇▇▇▇, and ▇▇▇▇▇ ▇. ▇▇▇▇▇, tenants in the entirety 754
▇▇▇▇ ▇. ▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇, tenants in the entirety 1,508
▇▇▇▇▇ ▇▇▇▇▇ 13,571
8
LIMITED PARTNERS NUMBER OF UNITS
---------------- ---------------
South Broad Company, a New Jersey limited partnership 72,421
South Gold Company, a New Jersey general partnership 53,000
SRS Partnership 2,142
▇▇▇▇▇▇ ▇▇▇▇▇ 56,778
S. ▇▇▇▇▇ ▇▇▇▇▇ 56,778
▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 130,026
Suburban Roseland Associates, a Limited Partnership, a New 3,002
Jersey limited partnership
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ Trust 450
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 23,868
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 2,142
The UCLA Foundation - The ▇▇▇▇▇▇▇▇ School 20
Women at the Well 50
Worlds Fair Associates, a New Jersey general partnership 6,134
The Worlds Fair Office Associates, a New Jersey general 3,343
partnership
Worlds Fair Partners Limited Partnership, a New Jersey limited 1,664
partnership
Worlds Fair III Associates, a New Jersey limited partnership 14,094
9
LIMITED PARTNERS NUMBER OF UNITS
---------------- ---------------
The Worlds Fair V Associates, a New Jersey general partnership 3,340
The Worlds Fair 25 Associates, a Limited Partnership, a New 13,677
Jersey limited partnership
▇▇▇ ▇▇▇▇▇ Associates, a New Jersey limited partnership 39,370
Princeton South at Lawrenceville One, a New Jersey limited 4,692
partnership
RJB Ford City Limited Partnership, an Illinois partnership 158,438
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EXHIBIT 1D
PROTECTED AMOUNTS
None.
11
SCHEDULE 1
Additional
Limited Partners Number of Units Capital Contribution
---------------- --------------- --------------------
RJB Ford City Limited
Partnership, an Illinois
limited partnership 158,438 $5,236,375.90
