UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

~~Current~~CURRENT ~~Report~~REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(dD)

ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

~~March 12~~September 14, 2015 (~~March~~September 1011, 2015)

Date of Report (Date of earliest event reported)

FIRST INDUSTRIAL, L.P.

(Exact name of registrant as specified in its charter)

Delaware

333-21873

39-3924586

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

311 S. Wacker Drive, Suite 3900

Chicago, Illinois 60606

(Address of principal executive offices, zip code)

(312) 344-4300

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01:

Entry into a Material Definitive Agreement.

On ~~March~~September 1011, 2015, First Industrial Realty Trust, Inc. (the “Company”) and First Industrial, L.P. (the “Operating Partnership”) entered into an ~~amendment and restatement (the “New Credit Facility”) of that certain Amended and Restated~~ Unsecured ~~Revolving~~Term ~~Credit~~Loan Agreement, ~~dated as of July 19, 2013,~~ among the Operating Partnership, as borrower, the Company, as guarantor, Wells Fargo Bank, National Association (“Wells Fargo”), individually and as administrative agent, PNC Bank, National Association, Regions Bank, and U.S. Bank National Association, as co-syndication agents, and the other lenders thereunder (the “~~Prior~~2015 ~~Credit~~Term Loan Facility”).

~~Like~~The ~~the~~2015 ~~Prior~~Term ~~Credit~~Loan Facility, ~~the New Credit Facility~~ provides for upa to $~~625~~260.0 million ofunsecured ~~revolving~~term ~~borrowings~~loan byand allows the Operating Partnership. ~~The~~to ~~Operating~~request ~~Partnership~~incremental ~~may~~term ~~request~~loans ~~the~~in ~~New Credit Facility be increased by up to $275 million, subject to certain conditions, to~~ an aggregate ~~$900 million of revolving borrowings, which is an increase of $75 million to the maximum~~ amount byequal ~~which the New Credit Facility may be expanded as compared~~ to ~~the~~$100.0 ~~Prior Credit Facility~~million. The ~~New~~2015 ~~Credit~~Term Loan Facility provides for interest-only payments initially at LIBOR plus ~~115~~160 basis points. ~~and~~The arate ~~facility~~is ~~fee~~subject ofto 20adjustment ~~basis points, each~~ based on the Company’s ~~leverage~~ leverage ratio. Soor, ~~long~~at as the Company ~~maintains an investment grade rating from either Standard & Poor~~’s ~~or Moody’s~~election, ~~the Operating Partnership may, at its option, make a one-time election to have the interest rate and facility fee under the New Credit Facility determined~~ based on the Company’s ~~credit~~investment grade rating,. ~~which~~The ~~election~~Company ~~may~~entered ~~decrease~~into ~~the~~ interest rate ~~and~~swaps ~~facility~~to ~~fee~~effectively ~~applicable~~convert to the ~~New~~rate ~~Credit~~applicable ~~Facility.~~under Asthe ~~of March 10,~~ 2015, ~~the~~Term ~~Prior~~Loan ~~Credit~~ Facility ~~provided~~ ~~for~~to ~~interest-only~~a ~~payments~~fixed atinterest ~~LIBOR~~rate ~~plus~~of approximately ~~150~~3.39% per ~~basis~~annum ~~points~~based ~~and~~on anthe ~~unused~~current ~~facility~~LIBOR ~~fee of 30 basis points~~spread. The ~~New~~2015 ~~Credit~~Term Loan Facility matures on ~~March~~September 11, ~~2019, unless extended an additional one year at the Operating Partnership’s election, subject to certain conditions~~2022. ~~The Company has fully and unconditionally guaranteed payment of borrowings under the New Credit Facility.~~

The Company has ~~Operating~~fully ~~Partnership~~and ~~intends~~unconditionally toguaranteed ~~use~~payment of borrowings under the ~~New~~2015 ~~Credit~~Term Loan Facility. ~~for~~The ~~general~~Operating ~~business~~Partnership ~~purposes,~~intends ~~including,~~to ~~without~~use ~~limitation,~~the ~~working~~2015 ~~capital~~Term ~~needs,~~Loan Facility for repayment of indebtedness and ~~the~~other ~~acquisition~~general ~~and~~business ~~development of property~~purposes. Each of the Company and the Operating Partnership has had or may have with one or more of the lenders party to the ~~New~~2015 ~~Credit~~Term Loan Facility customary banking relationships through which a variety of financial services are, were or will be provided, including investment banking, underwriting, lending, commercial banking, treasury management, trustee and other advisory services, and for which such lenders will receive or have received customary fees and expenses.

The description herein of the ~~New~~2015 ~~Credit~~Term Loan Facility is qualified in its entirety, and the terms therein are incorporated herein, by reference to the ~~New Credit~~2015 Term Loan Facility filed as Exhibit 10.1 hereto.

Item 2.03:

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 is incorporated herein by reference.

Item 7.01:

Regulation FD Disclosure.

On ~~March~~September 1014, 2015, the Company issued a press release with respect to the ~~New~~2015 ~~Credit~~Term Loan Facility. A copy of the press release is attached and incorporated by reference as Exhibit 99.1.

The information furnished in this report under this Item 7.01, including the Exhibit ~~99.1~~ attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference to such filing.

Item 9.01:

Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed herewith:

ExhibitNo.		Description
Exhibit No.		Description
10.1		~~Second Amended and Restated~~ Unsecured ~~Revolving~~Term ~~Credit~~Loan Agreement, dated as of ~~March~~September 1011, 2015, among First Industrial, L.P., First Industrial Realty Trust, Inc., Wells Fargo Bank, NNational Association, PNC Bank, National Association, Regions Bank, U.AS. Bank, National Association and the other lenders thereunder (incorporated by reference to Exhibit 10.1 of the Form 8-K of ~~the~~First ~~Company~~Industrial ~~filed~~Realty asTrust, ofInc., ~~the~~dated ~~date~~September ~~hereof~~14, 2015, File No. 1-13102).
99.1		First Industrial Realty Trust, Inc. Press Release dated ~~March~~September 1014, 2015 (furnished pursuant to Item 7.01) (incorporated by reference to Exhibit 99.1 of the Form 8-K of ~~the~~First ~~Company~~Industrial ~~filed~~Realty asTrust, ofInc., ~~the~~dated ~~date~~September ~~hereof~~14, 2015, File No. 1-13102).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~FIRST INDUSTRIAL, L.P.~~	FIRST INDUSTRIAL, L.P.
	~~By:~~	~~First Industrial Realty Trust, Inc., its general partner~~By:	First Industrial Realty Trust, Inc., its general partner
Date: March 12, 2015	By:	/s/ Daniel J. Hemmer
Date: September 14, 2015		By:	/s/ Daniel J. Hemmer
		Daniel J. Hemmer General Counsel
			Daniel J. Hemmer
			General Counsel

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