1
EXHIBIT 4.10
FIRST AMENDMENT TO
UNSECURED REVOLVING CREDIT AGREEMENT
THIS FIRST AMENDMENT TO UNSECURED REVOLVING CREDIT AGREEMENT (the
"Amendment") is made as of the 3rd day of March, 1997, by and among FIRST
INDUSTRIAL, L.P., a Delaware limited partnership ("Borrower"), FIRST INDUSTRIAL
REALTY TRUST, INC., a Maryland corporation ("General Partner"), THE FIRST
NATIONAL BANK OF CHICAGO, a national banking association ("First Chicago"), in
First Chicago's capacity as Administrative Agent and Lender under the Credit
Agreement described below, UNION BANK OF SWITZERLAND, NEW YORK BRANCH, the New
York branch of a Swiss banking corporation ("UBS"), in UBS' capacity as
Documentation Agent and Lender under such Credit Agreement (First Chicago and
UBS in their capacities as Lenders being referred to as the "Original Lenders")
and the additional banks identified on the signature pages of this Amendment
(the "New Lenders").
RECITALS
A. Borrower, General Partner and the Original Lenders entered
into a certain Unsecured Revolving Credit Agreement dated as of December 16,
1996 (the "Credit Agreement"). All capitalized terms used in this Agreement
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 Original
Lenders agreed to provide Borrower with a revolving credit facility in an
aggregate principal amount of up to $200,000,000. The parties hereto desire to
amend the Credit Agreement in order to, among other things, (i) admit each of
the New Lenders as a "Lender" under the Credit Agreement without increasing the
Aggregate Commitment; (ii) adjust the respective Percentages of the Lenders;
and (iii) make certain other modifications to the Credit Agreement.
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 hereby are
incorporated into and made a part of this Amendment.
2. From and after the "Effective Date", as defined below, each of
the Original Lenders and each New Lender shall be considered a "Lender" under
the Credit Agreement and the Loan Documents. Borrower, General Partner and the
Original Lenders hereby consent to the addition of each of the New Lenders as a
Lender. From and after the Effective Date, each New Lender's Commitment and
Percentage shall be as shown below such New Lender's signature block on this
Amendment. The adjusted Commitments and
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Percentages for the Original Lenders are also shown on the signature pages to
this Amendment.
3. The "Effective Date" shall be the date on which all of the
following conditions shall have been fulfilled (or waived by the Original
Lenders and New Lenders):
(i) no Default or Event of Default then exists;
(ii) Borrower shall have executed and delivered to
the Administrative Agent for delivery to each New Lender two Notes,
one in the form attached hereto as Exhibit B-3 in the amount of such
New Lender's Commitment (each a "Primary Note") and one in the form
attached hereto as Exhibit B-5 with respect to Competitive Bid Loans;
(iii) Borrower shall have executed and delivered to
the Administrative Agent for delivery to the Original Lenders two
amended and restated Notes, one in the form attached hereto as Exhibit
B-4 in the adjusted amount of such Original Lender's Commitment (each
a "Primary Note") and one in the form attached hereto as Exhibit B-6
with respect to Competitive Bid Loans;
(iv) the only Advances outstanding on the
Effective Date shall be Adjusted Corporate Base Rate Advances;
(v) Borrower shall have executed and delivered,
or caused to be executed and delivered, to the Administrative Agent
(and, upon receipt from Borrower, the Administrative Agent shall
deliver to the other Lenders) (A) a certificate dated as of the
Effective Date signed by Borrower and General Partner (i) confirming
that no Default or Event of Default exists under the Loan Documents;
and (ii) representing and warranting that the Loan Documents are then
in full force and effect and that, to the best of their knowledge,
Borrower and General Partner then have no defenses or offsets to, or
claims or counterclaims relating to, their obligations under the Loan
Documents, and (B) an opinion of counsel regarding the due
authorization and enforceability of this Agreement, together with
supporting resolutions and other evidence, all satisfactory to the
Administrative Agent; and
(vi) the Original Lenders shall have paid in equal
shares to each of the New Lenders the agreed upon upfront fee payable
to each such New Lender.
If the Effective Date has not occurred by March 31, 1997, either Borrower or
any New Lender may, by written notice to all other parties hereto, 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.
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4. Each New Lender, on the Effective Date, agrees to purchase
from each of the Original Lenders, in equal shares, and each of the Original
Lenders hereby agree to sell to each New Lender, in equal shares, without
recourse, a portion of the Obligations equal to such New Lender's Percentage of
the then outstanding principal balance of each Adjusted Corporate Base Rate
Advance then outstanding and held by the Original Lenders. Such purchases by
each New Lender shall not change the aggregate principal amount of all Advances
outstanding on the Effective Date. Each such purchase shall be effected by
wire transfer of immediately available funds in the appropriate amounts to the
Administrative Agent for remittance to each of the Original Lenders on the
Effective Date. Borrower irrevocably and unconditionally agrees that from and
after the Effective Date the portion of Obligations so funded by each of the
New Lenders shall be evidenced by and shall be deemed to be an Advance by such
New Lender under such New Lender's Primary Note as of the date of such purchase
and shall be treated as such for purposes of calculating interest and fees
accruing from and after the date of such purchase under the Credit Agreement
(as amended by this Amendment). All interest and fees accruing on such portion
of the Obligations prior to the date of such purchase shall be paid when due to
the Administrative Agent for remittance to the Original Lenders, as described
in the Credit Agreement.
5. Section 1.1 of the Credit Agreement is hereby amended by
deleting the defined terms "Funding Lender" and "Partial Advance."
6. Section 2.2 of the Credit Agreement is hereby amended by
deleting the fourth sentence thereof and by deleting clause (iv) of the third
sentence thereof and replacing it with the following:
"(iv) the Borrower pays an extension fee to the Administrative
Agent equal to 0.063% of the then-current Aggregate
Commitment, to be distributed to the Lenders in accordance
with their respective Percentages."
Section 2.2 of the Credit Agreement is hereby further amended by adding the
words "by each such Lender" after the words "after receipt" in the sixth
sentence thereof.
7. Subsection 2.19(iii) of the Credit Agreement is hereby amended
by deleting such subsection in its entirety and replacing it with the
following:
"(iii) first to the payment of any fee due
pursuant to Section 3.8(b) in connection with the issuance of
a Facility Letter of Credit to the Issuing Bank until such fee
is paid in full, then next to the payment of the Commitment
Fee, Facility Fee and Facility Letter of Credit Fee to the
Lenders, if then due, in that order on a pro rata basis in
accordance with the respective amounts of such fees due to the
Lenders and then finally to the payment of all fees then due
to the Administrative Agent;"
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8. Section 4.3 of the Credit Agreement is hereby amended by
deleting the word "Required" in the fifth line thereof and replacing it with
the word "Majority".
9. Section 5.2 of the Credit Agreement is hereby amended by
adding the words "and the obligation of the Issuing Bank to issue a Facility
Letter of Credit," after the words "(including Swingline Loans)" in the third
line thereof.
10. Section 8.2(iii) of the Credit Agreement is hereby amended by
inserting the words "the General Partner," in the fifth line thereof before the
words "the Borrower".
11. Section 9.2 of the Credit Agreement is hereby amended by (i)
replacing the word "Ownership" in the title thereof with the word "Management"
and (ii) deleting the words "ownership and" in the first line thereof.
12. Section 11.1 is hereby amended by adding the following phrase
at the end of the next to last sentence thereof: "and to pay any fees or other
amounts due with respect thereto."
13. Section 12.3 is hereby amended by adding the following
sentence at the end thereof: "Subject to the express terms hereof, the
Administrative Agent will, unless otherwise instructed as described in Section
12.5, endeavor to administer the Facility in substantially the same manner as
it administers similar credit facilities held for its own account."
14. 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 "Agreement" or the
"Revolving Credit Agreement" henceforth shall be deemed to refer to the Credit
Agreement as amended by this Amendment. The General Partner, in its capacity
as Guarantor under the Guaranty, hereby consents to this Amendment and
specifically acknowledges and agrees that its obligations under the Guaranty
continue in full force and effect with respect to all of the "Facility
Indebtedness" and all "Obligations" (as defined in the Guaranty) which are now
or hereafter due to the Lenders or the Administrative Agent under the Credit
Agreement as amended by this Amendment.
15. 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. This Amendment shall be effective when it
has been executed by Borrower, General Partner, the Documentation Agent, the
Administrative Agent, the Original Lenders and all New Lenders and each party
has notified the Administrative Agent by telecopy or telephone that it has
taken such action.
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IN WITNESS WHEREOF, the Borrower, General Partner, the Original
Lenders, the New Lenders, the Documentation Agent and the Administrative Agent
have executed this Amendment as of the date first above written.
FIRST INDUSTRIAL, L.P., a Delaware
limited partnership
By: First Industrial Realty Trust,
Inc., a Maryland corporation
By:_____________________________________
Title:__________________________________
FIRST INDUSTRIAL REALTY TRUST, INC., as
Guarantor and as General Partner
By:_____________________________________
Title:__________________________________
THE FIRST NATIONAL BANK OF CHICAGO, as
Administrative Agent
By:_____________________________________
Title:__________________________________
UNION BANK OF SWITZERLAND, NEW YORK
BRANCH, as Documentation Agent
By:_____________________________________
Title:__________________________________
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THE FIRST NATIONAL BANK OF
CHICAGO, as Original Lender
By:_____________________________________
Title:__________________________________
Commitment: $25,000,000
Percentage: 12.5%
UNION BANK OF SWITZERLAND, NEW YORK
BRANCH, as Original Lender
By:_____________________________________
Title:__________________________________
Commitment: $25,000,000
Percentage: 12.5%
BANK OF MONTREAL, as New Lender
By:_____________________________________
Title:__________________________________
Commitment: $20,000,000
Percentage: 10%
COMERICA BANK, as New Lender
By:_____________________________________
Title:__________________________________
Commitment: $20,000,000
Percentage: 10%
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FIRST BANK NATIONAL ASSOCIATION,
as New Lender
By:_____________________________________
Title:__________________________________
Commitment: $20,000,000
Percentage: 10%
AMSOUTH BANK OF ALABAMA, as New Lender
By:_____________________________________
Title:__________________________________
Commitment: $15,000,000
Percentage: 7.5%
BHF-BANK AKTIENGESELLSCHAFT, as New
Lender
By:_____________________________________
Title:__________________________________
And By:_________________________________
Title:__________________________________
Commitment: $15,000,000
Percentage: 7.5%
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COMMERZBANK AKTIENGESELLSCHAFT, CHICAGO
BRANCH, as New Lender
By:_____________________________________
Title:__________________________________
Commitment: $15,000,000
Percentage: 7.5%
LASALLE NATIONAL BANK, as New Lender
By:_____________________________________
Title:__________________________________
Commitment: $15,000,000
Percentage: 7.5%
THE NORTHERN TRUST COMPANY, as New
Lender
By:_____________________________________
Title:__________________________________
Commitment: $15,000,000
Percentage: 7.5%
SIGNET BANK, as New Lender
By:_____________________________________
Title:__________________________________
Commitment: $15,000,000
Percentage: 7.5%
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EXHIBIT B-3
FORM OF NOTE
$_________________________ March 3, 1997
On or before the Maturity Date, as defined in that certain Unsecured
Revolving Credit Agreement dated as of December 16, 1996 as amended by a First
Amendment thereto dated as of March 3, 1997 (as heretofore and hereafter
amended, the "Agreement") between FIRST INDUSTRIAL, L.P., a Delaware limited
partnership ("Borrower"), First Industrial Realty Trust, Inc., a Maryland
corporation, Union Bank of Switzerland, New York Branch, individually and as
Documentation Agent, The First National Bank of Chicago, a national bank
organized under the laws of the United States of America, individually and as
Administrative Agent for the Lenders (as such terms are defined in the
Agreement), and the other Lenders listed on the signature pages of the
Agreement, Borrower promises to pay to the order of _________________________
(the "Lender"), or its successors and assigns, the principal sum of
_________________________ AND NO/100 DOLLARS ($_________________________) or
the aggregate unpaid principal amount of all Loans (other than Competitive Bid
Loans) made by the Lender to the Borrower pursuant to Section 2.1 of the
Agreement, in immediately available funds at the office of the Administrative
Agent in Chicago, Illinois, together with interest on the unpaid principal
amount hereof at the rates and on the dates set forth in the Agreement. The
Borrower shall pay this Promissory Note ("Note") in full on or before the
Maturity Date in accordance with the terms of the Agreement.
The Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or to otherwise record in accordance with its usual practice,
the date and amount of each Advance and the date and amount of each principal
payment hereunder.
This Note is issued pursuant to, and is entitled to the security under
and benefits of, the Agreement and the other Loan Documents, to which Agreement
and Loan Documents, as they may be amended from time to time, reference is
hereby made for, inter alia, a statement of the terms and conditions under
which this Note may be prepaid or its maturity date accelerated. Capitalized
terms used herein and not otherwise defined herein are used with the meanings
attributed to them in the Agreement.
If there is an Event of Default or Default under the Agreement or any
other Loan Document and Lender exercises its remedies provided under the
Agreement and/or any of the Loan Documents, then in addition to all amounts
recoverable by the Lender under such documents, Lender shall be entitled to
receive reasonable attorneys fees and expenses incurred by Lender in exercising
such remedies.
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Borrower and all endorsers severally waive presentment, protest and
demand, notice of protest, demand and of dishonor and nonpayment of this Note
(except as otherwise expressly provided for in the Agreement), and any and all
lack of diligence or delays in collection or enforcement of this Note, and
expressly agree that this Note, or any payment hereunder, may be extended from
time to time, and expressly consent to the release of any party liable for the
obligation secured by this Note, the release of any of the security of this
Note, the acceptance of any other security therefor, or any other indulgence or
forbearance whatsoever, all without notice to any party and without affecting
the liability of the Borrower and any endorsers hereof.
This Note shall be governed and construed under the internal laws of
the State of Illinois.
BORROWER AND LENDER, BY ITS ACCEPTANCE HEREOF, EACH HEREBY WAIVE ANY
RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY
RIGHT UNDER THIS PROMISSORY NOTE OR ANY OTHER LOAN DOCUMENT OR RELATING THERETO
OR ARISING FROM THE LENDING RELATIONSHIP WHICH IS THE SUBJECT OF THIS NOTE AND
AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY.
FIRST INDUSTRIAL, L.P.
By: First Industrial Realty Trust,Inc.,
its general partner
By:_____________________________________
Its:____________________________________
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PAYMENTS OF PRINCIPAL
Unpaid
Principal Notation
Date Balance Made by
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EXHIBIT B-4
FORM OF AMENDED AND RESTATED NOTE
$_______________________ March 3, 1997
On or before the Maturity Date, as defined in that certain Unsecured
Revolving Credit Agreement dated as of December 16, 1996 as amended by a First
Amendment thereto dated as of March 3, 1997 (as heretofore and hereafter
amended, the "Agreement") between FIRST INDUSTRIAL, L.P., a Delaware limited
partnership ("Borrower"), First Industrial Realty Trust, Inc., a Maryland
corporation, Union Bank of Switzerland, New York Branch, individually and as
Documentation Agent, The First National Bank of Chicago, a national bank
organized under the laws of the United States of America, individually and as
Administrative Agent for the Lenders (as such terms are defined in the
Agreement), and the other Lenders listed on the signature pages of the
Agreement, Borrower promises to pay to the order of _________________________
(the "Lender"), or its successors and assigns, the principal sum of
_________________________ AND NO/100 DOLLARS ($_________________________) or
the aggregate unpaid principal amount of all Loans (other than Competitive Bid
Loans) made by the Lender to the Borrower pursuant to Section 2.1 of the
Agreement, in immediately available funds at the office of the Administrative
Agent in Chicago, Illinois, together with interest on the unpaid principal
amount hereof at the rates and on the dates set forth in the Agreement. The
Borrower shall pay this Promissory Note ("Note") in full on or before the
Maturity Date in accordance with the terms of the Agreement.
This Amended and Restated Note amends and restates in its entirety that
certain Note dated December 16, 1996 in the amount of $100,000,000 made by
Borrower in favor of Lender.
The Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or to otherwise record in accordance with its usual practice,
the date and amount of each Advance and the date and amount of each principal
payment hereunder.
This Note is issued pursuant to, and is entitled to the security under
and benefits of, the Agreement and the other Loan Documents, to which Agreement
and Loan Documents, as they may be amended from time to time, reference is
hereby made for, inter alia, a statement of the terms and conditions under
which this Note may be prepaid or its maturity date accelerated. Capitalized
terms used herein and not otherwise defined herein are used with the meanings
attributed to them in the Agreement.
If there is an Event of Default or Default under the Agreement or any
other Loan Document and Lender exercises its remedies provided under the
Agreement and/or any of the Loan Documents, then in addition to all amounts
recoverable by the Lender under such
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documents, Lender shall be entitled to receive reasonable attorneys fees and
expenses incurred by Lender in exercising such remedies.
Borrower and all endorsers severally waive presentment, protest and
demand, notice of protest, demand and of dishonor and nonpayment of this Note
(except as otherwise expressly provided for in the Agreement), and any and all
lack of diligence or delays in collection or enforcement of this Note, and
expressly agree that this Note, or any payment hereunder, may be extended from
time to time, and expressly consent to the release of any party liable for the
obligation secured by this Note, the release of any of the security of this
Note, the acceptance of any other security therefor, or any other indulgence or
forbearance whatsoever, all without notice to any party and without affecting
the liability of the Borrower and any endorsers hereof.
This Note shall be governed and construed under the internal laws of the
State of Illinois.
BORROWER AND LENDER, BY ITS ACCEPTANCE HEREOF, EACH HEREBY WAIVE ANY
RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY
RIGHT UNDER THIS PROMISSORY NOTE OR ANY OTHER LOAN DOCUMENT OR RELATING THERETO
OR ARISING FROM THE LENDING RELATIONSHIP WHICH IS THE SUBJECT OF THIS NOTE AND
AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY.
FIRST INDUSTRIAL, L.P.
By: First Industrial Realty Trust, Inc.,
its general partner
By:_____________________________________
Its:____________________________________
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PAYMENTS OF PRINCIPAL
Unpaid
Principal Notation
Date Balance Made by
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EXHIBIT B-5
FORM OF COMPETITIVE BID NOTE
March 3, 1997
On or before the last day of each "Interest Period" applicable to a
"Competitive Bid Loan", as defined in that certain Unsecured Revolving Credit
Agreement dated as of December 16, 1996 as amended by a First Amendment thereto
dated as of March 3, 1997 (as heretofore and hereafter amended, the
"Agreement") between FIRST INDUSTRIAL, L.P., a Delaware limited partnership
("Borrower"), First Industrial Realty Trust, Inc., a Maryland corporation,
Union Bank of Switzerland, New York Branch, The First National Bank of Chicago,
a national bank organized under the laws of the United States of America,
individually and as Administrative Agent for the Lenders (as such terms are
defined in the Agreement), Borrower promises to pay to the order of
_________________________ (the "Lender"), or its successors and assigns, the
unpaid principal amount of such Competitive Bid Loan made by the Lender to the
Borrower pursuant to Section 2.17 of the Agreement, in immediately available
funds at the office of the Administrative Agent in Chicago, Illinois, together
with interest on the unpaid principal amount hereof at the rates and on the
dates set forth in the Agreement. The Borrower shall pay any remaining unpaid
principal amount of such Competitive Bid Loans under this Competitive Bid Note
("Note") in full on or before the Maturity Date in accordance with the terms of
the Agreement.
The Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or to otherwise record in accordance with its usual practice,
the date, amount and due date of each Competitive Bid Loan and the date and
amount of each principal payment hereunder.
This Note is issued pursuant to, and is entitled to the security under
and benefits of, the Agreement and the other Loan Documents, to which Agreement
and Loan Documents, as they may be amended from time to time, reference is
hereby made for, inter alia, a statement of the terms and conditions under
which this Note may be prepaid or its maturity date accelerated. Capitalized
terms used herein and not otherwise defined herein are used with the meanings
attributed to them in the Agreement.
If there is an Event of Default or Default under the Agreement or any
other Loan Document and Lender exercises its remedies provided under the
Agreement and/or any of the Loan Documents, then in addition to all amounts
recoverable by the Lender under such documents, Lender shall be entitled to
receive reasonable attorneys fees and expenses incurred by Lender in exercising
such remedies.
Borrower and all endorsers severally waive presentment, protest and
demand, notice of protest, demand and of dishonor and nonpayment of this Note
(except as otherwise expressly
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provided for in the Agreement), and any and all lack of diligence or delays in
collection or enforcement of this Note, and expressly agree that this Note, or
any payment hereunder, may be extended from time to time, and expressly consent
to the release of any party liable for the obligation secured by this Note, the
release of any of the security of this Note, the acceptance of any other
security therefor, or any other indulgence or forbearance whatsoever, all
without notice to any party and without affecting the liability of the Borrower
and any endorsers hereof.
This Note shall be governed and construed under the internal laws of the
State of Illinois.
BORROWER AND LENDER, BY ITS ACCEPTANCE HEREOF, EACH HEREBY WAIVE ANY
RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY
RIGHT UNDER THIS PROMISSORY NOTE OR ANY OTHER LOAN DOCUMENT OR RELATING THERETO
OR ARISING FROM THE LENDING RELATIONSHIP WHICH IS THE SUBJECT OF THIS NOTE AND
AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY.
FIRST INDUSTRIAL, L.P.
By: First Industrial Realty Trust, Inc.,
its general partner
By:_____________________________________
Its:____________________________________
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PAYMENTS OF PRINCIPAL
Unpaid
Principal Notation
Date Balance Made by
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EXHIBIT B-6
FORM OF AMENDED AND RESTATED COMPETITIVE BID NOTE
March 3, 1997
On or before the last day of each "Interest Period" applicable to a
"Competitive Bid Loan", as defined in that certain Unsecured Revolving Credit
Agreement dated as of December 16, 1996 as amended by a First Amendment thereto
dated as of March 3, 1997 (as heretofore and hereafter amended, the
"Agreement") between FIRST INDUSTRIAL, L.P., a Delaware limited partnership
("Borrower"), First Industrial Realty Trust, Inc., a Maryland corporation,
Union Bank of Switzerland, New York Branch, The First National Bank of Chicago,
a national bank organized under the laws of the United States of America,
individually and as Administrative Agent for the Lenders (as such terms are
defined in the Agreement), Borrower promises to pay to the order of
_________________________ (the "Lender"), or its successors and assigns, the
unpaid principal amount of such Competitive Bid Loan made by the Lender to the
Borrower pursuant to Section 2.17 of the Agreement, in immediately available
funds at the office of the Administrative Agent in Chicago, Illinois, together
with interest on the unpaid principal amount hereof at the rates and on the
dates set forth in the Agreement. The Borrower shall pay any remaining unpaid
principal amount of such Competitive Bid Loans under this Competitive Bid Note
("Note") in full on or before the Maturity Date in accordance with the terms of
the Agreement.
This Amended and Restated Competitive Bid Note amends and restates in
its entirety that certain Competitive Bid Note dated December 16, 1996 made by
Borrower in favor of Lender.
The Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or to otherwise record in accordance with its usual practice,
the date, amount and due date of each Competitive Bid Loan and the date and
amount of each principal payment hereunder.
This Note is issued pursuant to, and is entitled to the security under
and benefits of, the Agreement and the other Loan Documents, to which Agreement
and Loan Documents, as they may be amended from time to time, reference is
hereby made for, inter alia, a statement of the terms and conditions under
which this Note may be prepaid or its maturity date accelerated. Capitalized
terms used herein and not otherwise defined herein are used with the meanings
attributed to them in the Agreement.
If there is an Event of Default or Default under the Agreement or any
other Loan Document and Lender exercises its remedies provided under the
Agreement and/or any of the Loan Documents, then in addition to all amounts
recoverable by the Lender under such
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documents, Lender shall be entitled to receive reasonable attorneys fees and
expenses incurred by Lender in exercising such remedies.
Borrower and all endorsers severally waive presentment, protest and
demand, notice of protest, demand and of dishonor and nonpayment of this Note
(except as otherwise expressly provided for in the Agreement), and any and all
lack of diligence or delays in collection or enforcement of this Note, and
expressly agree that this Note, or any payment hereunder, may be extended from
time to time, and expressly consent to the release of any party liable for the
obligation secured by this Note, the release of any of the security of this
Note, the acceptance of any other security therefor, or any other indulgence or
forbearance whatsoever, all without notice to any party and without affecting
the liability of the Borrower and any endorsers hereof.
This Note shall be governed and construed under the internal laws of the
State of Illinois.
BORROWER AND LENDER, BY ITS ACCEPTANCE HEREOF, EACH HEREBY WAIVE ANY
RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY
RIGHT UNDER THIS PROMISSORY NOTE OR ANY OTHER LOAN DOCUMENT OR RELATING THERETO
OR ARISING FROM THE LENDING RELATIONSHIP WHICH IS THE SUBJECT OF THIS NOTE AND
AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY.
FIRST INDUSTRIAL, L.P.
By: First Industrial Realty Trust, Inc.,
its general partner
By:_____________________________________
Its:____________________________________
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PAYMENTS OF PRINCIPAL
Unpaid
Principal Notation
Date Balance Made by
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