Unless this Security is presented by an authorized representative of The
Depository Trust Company ("DTC"), 55 Water Street, New York, New York, to the
Operating Partnership (as defined below) or its agent for registration of
transfer, exchange or payment, and any certificate issued is registered in the
name of CEDE & CO. or in such other name as is requested by an authorized
representative of DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, CEDE & CO., has an interest herein.
This Security is a Global Security within the meaning set forth in the Indenture
hereinafter referred to and is registered in the name of DTC or a nominee of
DTC. This Security is exchangeable for Securities registered in the name of a
person other than DTC or its nominee only in the limited circumstances described
in the Indenture, and may not be transferred except as a whole by DTC to a
nominee of DTC or another nominee of DTC or by DTC or its nominee to a successor
Depository or its nominee.
Registered No. PRINCIPAL AMOUNT
CUSIP No.: 32055RAE7 $200,000,000
FIRST INDUSTRIAL, L.P.
7.60% NOTE DUE 2028
FIRST INDUSTRIAL, L.P., a limited partnership duly organized and existing
under the laws of the State of Delaware (herein referred to as the "Operating
Partnership" which term shall include any successor entity under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, upon presentation, the principal sum of DOLLARS on
July 15, 2028 and to pay interest on the outstanding principal amount thereon
from July 14, 1998, or from the immediately preceding Interest Payment Date to
which interest has been paid or duly provided for, semi-annually in arrears on
January 15 and July 15 in each year, commencing January 15, 1999, at the rate of
7.60% per annum, until the entire principal hereof is paid or made available for
payment. The interest so payable and punctually paid or duly provided for on any
Interest Payment Date will, as provided in the Indenture, be paid to the Person
in whose name this Security is registered at the close of business on the
Regular Record Date for such interest which shall be the December 15 or June 15
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided
for
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shall forthwith cease to be payable to the Holder on such Regular Record Date,
and may either be paid to the Person in whose name this Security is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of the Securities not less than 10 days prior to such Special Record
Date, or may be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities may be
listed, and upon such notice as may be required by such exchange, all as more
fully provided in the Indenture. All payments of principal, premium or
Make-Whole Amount, if any, and interest in respect of this Global Security will
be made by the Operating Partnership in immediately available funds.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the Certificate of Authentication hereon has been executed by the
Trustee by manual signature of one of its authorized signatories, this Security
shall not be entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose.
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IN WITNESS WHEREOF, FIRST INDUSTRIAL, L.P. has caused this instrument to be
duly executed under its corporate seal.
Dated:
FIRST INDUSTRIAL, L.P.
By: First Industrial Realty Trust,
Inc., its general partner
By: /s/ Gary H. Heigl
---------------------------------
Name: Gary H. Heigl
Title: Senior Vice President -
Capital Markets
[Seal]
Attest:
/s/ Scott Musil
- --------------------------------
Assistant Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
U.S. BANK TRUST NATIONAL ASSOCIATION, as Trustee
Dated: July 14, 1998 By: /s/ H.H. Hall, Jr.
------------------------------------------
Authorized Signatory
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REVERSE OF SECURITY
Securities of this series are one of a duly authorized issue of securities
of the Operating Partnership (herein called the "Securities"), issued and to be
issued in one or more series under an Indenture, dated as of May 13, 1997, as
supplemented by Supplemental Indenture No. 5, dated as of July 14, 1998 (as so
supplemented, herein called the "Indenture"), between the Operating Partnership
and U.S. Bank Trust National Association (herein called the "Trustee," which
term includes any successor trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties and immunities thereunder
of the Operating Partnership, the Trustee and the Holders of the Securities and
of the terms upon which the Securities are authenticated and delivered. This
Security is one of the series designated in the first page thereof, limited in
aggregate principal amount to $200,000,000.
Securities of this series may be redeemed at any time at the option of the
Operating Partnership, in whole or in part, at a redemption price equal to the
sum of (i) the principal amount of the Securities being redeemed plus accrued
interest thereon to the Redemption Date and (ii) the Make-Whole Amount, if any,
with respect to such Securities.
Notice of redemption will be given by mail to Holders of Securities, not
less than 30 nor more than 60 days prior to the Redemption Date, all as provided
in the Indenture.
In the event of redemption of this Security in part only, a new Security or
Securities for the unredeemed portion hereof shall be issued in the name of the
Holder hereof upon the cancellation hereof.
The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness of the Operating Partnership on this Security and (b)
certain restrictive covenants and the related defaults and Events of Default
applicable to the Operating Partnership, in each case, upon compliance by the
Operating Partnership with certain conditions set forth in the Indenture, which
provisions apply to this Security.
If an Event of Default with respect to the Securities shall occur and be
continuing, the principal amount of the Securities may be declared due and
payable in the manner and with the effect provided in the Indenture.
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As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for
any other remedy thereunder, unless such Holder shall have previously given
written notice to the Trustee of a continuing Event of Default with respect to
the Securities, the Holders of not less than 25% in principal amount of the
Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any interest on or after the
respective due dates expressed herein.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Operating Partnership and the rights of the Holders of the Securities of each
series to be affected under the Indenture at any time by the Operating
Partnership and the Trustee with the consent of the Holders of not less than a
majority in principal amount of the Outstanding Securities of each series of
Securities then Outstanding affected thereby. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Operating
Partnership with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Operating
Partnership, which is absolute and unconditional, to pay the principal of (and
Make-Whole Amount, if any) and interest on this Security at the times, place and
rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is
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registrable in the Security Register, upon surrender of this Security for
registration of transfer at the office or agency of the Operating Partnership in
any Place of Payment where the principal of (and Make-Whole Amount, if any) and
interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Operating Partnership
and the Security Registrar duly executed by the Holder hereof or his attorney
duly authorized in writing, and thereupon one or more new Securities of this
series, of authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series of a different authorized denomination, as
requested by the Holder surrendering the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Operating Partnership may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the
Operating Partnership, the Trustee and any agent of the Operating Partnership or
the Trustee may treat the Person in whose name this Security is registered as
the owner hereof for all purposes, whether or not this Security be overdue, and
neither the Operating Partnership, the Trustee nor any such agent shall be
affected by notice to the contrary.
No recourse shall be had for the payment of the principal of, premium or
Make-Whole Amount, if any, or interest in respect of this Security, or for any
claim based hereon, or otherwise in respect hereof, or based on or in respect of
the Indenture or any indenture supplemental thereto, against any past, present
or future stockholder, employee, officer, director, incorporator, limited or
general partner, as such, of the Issuer or the General Partner or of any
successor, either directly or through the Issuer or the General Partner or any
successor, whether by virtue of any constitution, statute or rule of law or by
the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.
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All capitalized terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.
THE INDENTURE AND THE SECURITIES, INCLUDING THIS SECURITY, SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Operating Partnership has caused "CUSIP"
numbers to be printed on the Securities of this series as a convenience to the
Holders of such Securities. No representation is made as to the correctness or
accuracy of such CUSIP numbers as printed on the Securities, and reliance may be
placed only on the other identification numbers printed hereon.
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ASSIGNMENT FORM
FOR VALUE RECEIVED, the undersigned hereby
sells, assigns and transfers unto
PLEASE INSERT SOCIAL
SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE
- ------------------------------------------
.....................................
- ------------------------------------------
...............................................................................
(Please Print or Typewrite Name and Address including
Zip Code of Assignee)
...............................................................................
the within Security of First Industrial, L.P. and hereby does irrevocably
constitute and appoint
...................................................................... Attorney
to transfer said Security on the books of First Industrial, L.P. with full power
of substitution in the premises.
Dated: .............. ...................................
...................................
NOTICE: The signature to this assignment must correspond with the name as it
appears on the first page of the within Security in every particular, without
alteration or enlargement or any change whatever.
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