-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JcvBSuF7JmQCnNFAXh5ywDRXVj8AJlnh1QE6DaeyRxKItXW7wPdwyOAmXUJOjTor +CIylDue5jP2WvDlgZya0g== 0000950162-01-500228.txt : 20010615 0000950162-01-500228.hdr.sgml : 20010615 ACCESSION NUMBER: 0000950162-01-500228 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20010614 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST INDUSTRIAL LP CENTRAL INDEX KEY: 0001033128 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 363924586 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: SEC FILE NUMBER: 333-63052 FILM NUMBER: 1661134 BUSINESS ADDRESS: STREET 1: 311 S WACKER DR STREET 2: STE 4000 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3123444300 MAIL ADDRESS: STREET 1: 150 N WACKER DR STREET 2: STE 150 CITY: CHICAGO STATE: IL ZIP: 60606 S-4 1 filps4.txt FORM S-4 As filed with the Securities and Exchange Commission on June 14, 2001 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FIRST INDUSTRIAL, L.P. (Exact name of registrant as specified in its charter)
Delaware 6798 36-3924586 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification incorporation or organization) Classification Code Number) Number)
311 S. Wacker Drive Chicago, Illinois 60606 (312) 344-4300 (Address, including Zip Code, and telephone number, including area code, of registrant's principal executive offices) -------------------------- Michael W. Brennan President and Chief Executive Officer First Industrial Realty Trust, Inc. 311 S. Wacker Drive Chicago, Illinois 60606 (312) 344-4300 (Name, address, including Zip Code, and telephone number, including area code, of agent for service) Copies to: Gerald S. Tanenbaum, Esq. Roger Andrus, Esq. Cahill Gordon & Reindel 80 Pine Street New York, New York 10005-1702 Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. |_| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| __________________ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| __________________
CALCULATION OF REGISTRATION FEE =========================================================================================================================== Proposed maximum Title of each class of securities Amount to be offering price per Proposed maximum Amount of to be registered registered unit aggregate offering price (1) registration fee (2) - --------------------------------------------------------------------------------------------------------------------------- 7.375% Senior Notes due 2011 $200,000,000 99.698% $199,405,250 $49,852 ===========================================================================================================================
(1) Estimated solely for the purpose of computing the registration fee in accordance with Rule 457(f)(2) under the Securities Act of 1933, as amended (the "Securities Act"). (2) Calculated pursuant to Rule 457(f)(2) under the Securities Act. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ================================================================================ The information in this prospectus is not complete and may be changed. We may not consummate the exchange offer until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these notes and is not soliciting an offer to acquire these notes in any state where the offer or sale is not permitted. PROSPECTUS SUBJECT TO COMPLETION, DATED JUNE 14, 2001 FIRST INDUSTRIAL, L.P. Offer to exchange our 7.375% senior notes due March 15, 2011, which have been registered under the Securities Act, for all of our outstanding 7.375% senior notes due March 15, 2011, which have not been registered -------------------------------- Terms of the Exchange Offer: o Offer to exchange up to $200,000,000 aggregate principal amount of our new 7.375% senior notes due March 15, 2011 for an equal amount of our old 7.375% senior notes due March 15, 2011. o Expires 5:00 p.m., New York City time, on __________, 2001 unless extended. o You may withdraw your tender of old notes any time before the exchange offer expires. o We will accept any and all old notes validly tendered and not withdrawn for exchange before the exchange offer expires. o Not subject to any condition, other than that the exchange offer not violate applicable law or any applicable interpretation of the staff of the Securities and Exchange Commission and certain other customary conditions. o We will not receive any proceeds from the exchange offer. o The exchange of old notes for new notes will not be a taxable exchange for U.S. federal income tax purposes. o The terms of the new notes and the old notes are identical in all material respects, except for certain transfer restrictions relating to the old notes. o The new notes will be evidence of the same indebtedness as the old notes and will be issued under, and entitled to the benefits of, the same indenture that governs the old notes. o You may tender old notes only in denominations of $1,000 and integral multiples of $1,000. See "Risk Factors," which begins on page 10, for a discussion of certain factors that should be considered by holders before tendering their old notes in the exchange offer. ---------- Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. ---------- The date of this prospectus is , 2001. In making your investment decision, you should rely only on the information contained and incorporated by reference in this prospectus. We have not authorized anyone to provide you with any other information. We are offering to exchange the old notes only in places where offers and sales are permitted. You should not assume that the information contained and incorporated by reference in this prospectus is accurate as of any date other than the date on the front cover of this prospectus. ----------- TABLE OF CONTENTS Page Where You Can Find More Information...........................................1 Forward-Looking Information May Prove Inaccurate..............................2 Prospectus Summary............................................................3 First Industrial Realty Trust, Inc. and First Industrial, L.P.................9 Risk Factors.................................................................10 Use of Proceeds..............................................................14 Ratios of Earnings To Fixed Charges..........................................14 Description of Notes.........................................................14 The Exchange Offer...........................................................35 Policies With Respect to Certain Activities of First Industrial, L.P.........43 Federal Income Tax Considerations............................................45 Plan of Distribution.........................................................49 Legal Matters................................................................49 Experts......................................................................50 ----------- First Industrial, L.P. is a Delaware limited partnership. First Industrial Realty Trust, Inc. is the sole general partner of First Industrial, L.P. In this prospectus, "we," "us" and "our" refer to First Industrial Realty Trust, Inc. and its subsidiaries, including First Industrial, L.P., unless the context otherwise requires. The term "Notes" refers to the old and new notes. -i- WHERE YOU CAN FIND MORE INFORMATION First Industrial, L.P. is subject to the informational requirements of the Securities Exchange Act of 1934 and files reports and other information with the Securities and Exchange Commission. You may read and copy any of First Industrial, L.P.'s reports and other information at, and obtain copies upon payment of prescribed fees from, the Public Reference Room of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference room by calling the Commission at 1-800-SEC-0330. Those documents are also available for inspection and copying at the regional offices of the Commission located at 7 World Trade Center, New York, New York 10048 and at Northwestern Atrium Center, 500 West Madison Street, Chicago, Illinois 60661-2511. In addition, the Commission maintains a Web site that contains reports, proxy and other information statements, and other information regarding registrants that file electronically with the Commission, at http://www.sec.gov. We incorporate by reference information we file with the Commission, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus and more recent information automatically updates and supersedes more dated information contained or incorporated by reference in this prospectus. First Industrial, L.P. (file no. 333-21873) filed the following documents with the Commission and incorporates them by reference into this prospectus: (1) Annual Report on Form 10-K for the year ended December 31, 2000, filed March 28, 2001; (2) Quarterly Report on Form 10-Q for the period ended March 31, 2001, filed May 15, 2001; (3) Current Report on Form 8-K filed January 12, 2001; (4) Current Report on Form 8-K/A No. 1 filed March 8, 2001; (5) Current Report on Form 8-K filed March 16, 2001; (6) Current Report on Form 8-K filed March 29, 2001; and (7) Current Report on Form 8-K filed April 5, 2001. All documents filed by First Industrial, L.P. under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this prospectus and prior to the termination of this exchange offer shall be deemed to be incorporated by reference in this prospectus and made a part hereof from the date of the filing of such documents. We will provide without charge to each person to whom this prospectus is delivered, upon written or oral request, a copy of these filings or portions of these filings by writing to or calling us at First Industrial Realty Trust, Inc., Attention: Investor Relations, 311 S. Wacker Drive, Suite 4000, Chicago, Illinois 60606, telephone (312) 344-4300. If you would like to request any documents, please do so by ________, 2001 in order to receive them before the exchange offer expires. -1- FORWARD-LOOKING INFORMATION MAY PROVE INACCURATE We make statements in this prospectus and the documents we incorporate by reference that are not based on historical facts, including statements regarding, among other items: o the condition of the real estate market; o legislative or regulatory changes affecting the real estate market; o legislative or regulatory changes affecting the taxation of real estate investment trusts; o availability of capital; o interest rates; o competition; o supply and demand for industrial properties in our current and proposed market areas; and o general accounting principles, policies and guidelines applicable to REITs. Sometimes these statements will contain words such as "believes," "expects," "intends," "anticipates," "plans" and other similar words. These statements are not guarantees of our future performance and are subject to risks, uncertainties and other important factors that could cause our actual performance or achievements to be materially different from those we anticipate. These risks, uncertainties and factors include those discussed below under the heading "Risk Factors" and those set forth elsewhere in this prospectus and in the documents we incorporate by reference, including the 2000 Annual Report on Form 10-K of First Industrial, L.P. -2- PROSPECTUS SUMMARY This summary highlights information contained elsewhere in this prospectus. You should read the entire prospectus carefully.
The Exchange Offer Purpose and Effect........................ First Industrial, L.P. sold $200 million of 7.375% senior notes due March 15, 2011 (the "old notes") on March 19, 2001. The old notes were sold to Credit Suisse First Boston Corporation, Chase Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney Inc., Banc of America Securities LLC, Banc One Capital Markets, Inc. and UBS Warburg LLC, the "initial purchasers", who placed the old notes with institutional investors. In connection with this sale, we executed and delivered for the benefit of the holders of the old notes a registration rights agreement providing for, among other things, this exchange offer. See "The Exchange Offer--Terms of the Exchange Offer." Terms of the Exchange Offer............... We are offering to exchange $1,000 principal amount of our new 7.375% senior notes due March 15, 2011, which will be registered with the Securities and Exchange Commission (the "new notes") for each $1,000 principal amount of old notes. Old notes may only be exchanged in integral multiples of $1,000 principal amounts. We will issue the new notes on or promptly after the expiration of the exchange offer. Expiration Date........................... 5:00 p.m., New York City time, on , 2001, unless the exchange offer is extended in which case the expiration date means the latest date and time to which the exchange offer is extended. See "The Exchange Offer--Terms of the Exchange Offer." Conditions................................ The exchange offer is not conditioned on any minimum principal amount of old notes being tendered or accepted for exchange. The exchange offer is subject to certain customary conditions, which may be waived by us. We reserve the right to terminate or amend the exchange offer at any time before the expiration date if these conditions occur. See "The Exchange Offer--Material Conditions to the Exchange Offer." -3- Procedures for Tendering Old Notes........ If you wish to tender your old notes through the exchange offer, you must either (1) complete, sign and date the letter of transmittal, or a facsimile of it, according to the instructions contained in this prospectus and in the letter of transmittal or (2) with respect to the old notes tendered under the procedures for book-entry transfers described herein, send an agent's message to the exchange agent for the old notes, which is a message that indicates you have agreed to the contents of the letter of transmittal and the letter of transmittal may be enforced against you. You must mail or otherwise deliver the letter of transmittal, or a facsimile of it, or the agent's message with the old notes or a Book-Entry Confirmation (as defined) and any other required documentation to the exchange agent at the address listed in this prospectus. The method of delivery of this documentation is at your election and risk. By executing the letter of transmittal or sending the agent's message you will represent to us, among other things, that: o the new notes acquired through the exchange offer by you or any beneficial owners of old notes are being obtained in the ordinary course of business of the person receiving the new notes; o neither you nor the beneficial owner is participating in, intends to participate in or has an arrangement or understanding with any person to participate in the distribution of the new notes; and o neither you nor the beneficial owner is an affiliate, as defined under Rule 405 of the Securities Act, of First Industrial, L.P. Each broker-dealer that receives new notes for its own account in exchange for old notes, which were acquired by the broker or dealer as a result of market-making activities or other trading activities (except for old notes acquired directly from us), must acknowledge in the letter of transmittal that it will deliver a prospectus for any resale of the new notes. See "The Exchange Offer--Procedures for Tendering Old Notes" and "Plan of Distribution." -4- Special Procedures for Beneficial Owners............................... If you are a beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your old notes in the exchange offer, you should contact the registered holder promptly and instruct the registered holder to tender on your behalf. If you wish to tender on your own behalf, you must, before completing and executing the letter of transmittal and delivering your old notes, either make appropriate arrangements to register ownership of the old notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time. See "The Exchange Offer--Procedures for Tendering Old Notes." Book-Entry Transfer....................... Any financial institution that is a participant in the Book-Entry Transfer Facility's system may make book-entry delivery of old notes by causing the Book-Entry Transfer Facility to transfer these old notes into the exchange agent's account at the Book-Entry Transfer Facility in accordance with the Book-Entry Transfer Facility's procedures for transfer. See "Description of Notes--Book-Entry System." Withdrawal Rights......................... Tenders may be withdrawn at any time before 5:00 p.m., New York City time, on the expiration date. See "The Exchange Offer--Withdrawal of Tenders." Acceptance of Old Notes and Delivery of New Notes......................... Upon satisfaction or waiver of all conditions of the exchange offer, we will accept for exchange any and all old notes that are properly tendered and not withdrawn before 5:00 p.m., New York City time, on the expiration date. The new notes issued through the exchange offer will be delivered promptly following acceptance of the old notes by us after the expiration date. See "The Exchange Offer--Acceptance of Old Notes for Exchange; Delivery of New Notes." U.S. Federal Income Tax Consequences...... The exchange of old notes for new notes by tendering holders will not be a taxable exchange for United States federal income tax purposes. See "Federal Income Tax Considerations." Use of Proceeds........................... We will not receive any cash proceeds from the exchange offer. Exchange Agent............................ U.S. Bank Trust National Association is serving as exchange agent in the exchange offer. See "The Exchange Offer--Exchange Agent." -5- Resales of the New Notes.................. The new notes are being offered by this prospectus to satisfy certain obligations contained in the registration rights agreement. Based on positions of the Securities and Exchange Commission and no-action or interpretive letters issued to others, we believe that the new notes issued through the exchange offer may be offered for resale, resold and otherwise transferred by you, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that: o you are acquiring the new notes in the ordinary course of your business; o you are not participating, do not intend to participate and have no arrangement or understanding with any person to participate in the distribution of the new notes; and o you are not an affiliate of First Industrial, L.P. If you acquire new notes in the exchange offer to distribute or participate in a distribution of new notes, you cannot rely on the position of the staff of the Securities and Exchange Commission contained in its no-action and interpretive letters and must comply with the registration and prospectus delivery requirements of the Securities Act concerning a secondary resale transaction, unless an exemption from registration is otherwise available. Each broker-dealer that receives new notes for its own account through the exchange offer must acknowledge that: o old notes tendered by it in the exchange offer were acquired in the ordinary course of its business as a result of market-making or other trading activities; and o it will deliver a prospectus in connection with any resale of new notes received in the exchange offer. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with any resales of the new notes received in exchange for old notes where the old notes were acquired by a broker-dealer as a result of market-making or other trading activities, except for old notes acquired directly from us. We have agreed that, for a period of 30 days after this prospectus is mailed to holders of the old notes, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use with any resale. See "The Exchange Offer--Resales of the New Notes" and "Plan of Distribution."
-6- Summary Description of New Notes The exchange offer relates to the exchange of up to $200,000,000 aggregate principal amount of new notes for up to an equal principal amount of outstanding old notes. The form and terms of the new notes are the same as the form and terms of the outstanding old notes, except that the new notes will be registered under the Securities Act, and, therefore, the new notes will not be subject to certain transfer restrictions, registration rights and certain provisions providing for an increase in the interest rate of the outstanding old notes under certain circumstances relating to the registration of the new notes. The new notes issued in the exchange offer will evidence the same debt as the outstanding old notes, which they replace, and both the outstanding old notes and the new notes are governed by the same indenture.
Total Amount of New Notes Offered......... $200.0 million in aggregate principal amount of 7.375% Senior Notes due 2011. Issuer.................................... First Industrial, L.P. Maturity.................................. March 15, 2011. Interest.................................. Interest on the new notes will accrue at the rate of 7.375% per annum and will be payable in cash in arrears semiannually on March 15 and September 15 of each year, commencing on September 15, 2001. Ranking of the New Notes.................. The new notes are senior debts. They will be effectively subordinated to First Industrial, L.P.'s mortgages and other secured indebtedness of First Industrial, L.P., to the extent of the value of the assets securing that indebtedness, and to indebtedness and other liabilities of any subsidiary of First Industrial, L.P. and any of its future subsidiaries. Optional Redemption....................... First Industrial, L.P. may redeem the new notes at any time, in whole or in part, at the redemption price described in this prospectus under the heading "Description of Notes-- Optional Redemption." Basic Covenants of the Indenture.......... The indenture governing the notes, among other things, places certain limitations on our ability, and the ability of our subsidiaries, to borrow money. The indenture governing the notes, among other things, requires us to: o file financial information with the Securities and Exchange Commission; o preserve our existence, rights and franchises; o maintain our properties; -7- o insure our properties at certain levels; and o pay all required taxes and other claims. For more details, see "Description of Notes--Certain Covenants." Form of the Notes......................... The old notes were issued in global form and are governed by the laws of the State of New York. When issued, the new notes will be issued in global form and governed by the laws of the State of New York. Trustee, Paying Agent and Registrar....... U.S. Bank Trust National Association.
s -8- FIRST INDUSTRIAL REALTY TRUST, INC. AND FIRST INDUSTRIAL, L.P. First Industrial Realty Trust, Inc. is a real estate investment trust, or REIT, subject to Sections 856 through 860 of the Internal Revenue Code of 1986. First Industrial Realty Trust, Inc. and its consolidated partnerships, corporations and limited liability companies are a self-administered and fully integrated real estate company which owns, manages, acquires, sells and develops industrial real estate. As of March 31, 2001, our portfolio consisted of the following types of properties: o 509 light industrial properties - Light industrial properties generally are of less than 100,000 square feet, have a ceiling height of 16 to 21 feet, are comprised of 5% - 50% office space, contain less than 50% of manufacturing space and have a land use ratio of 4:1. The land use ratio is the ratio of the total property area to that not occupied by the building. o 160 bulk warehouse properties - Bulk warehouse buildings generally are of more than 100,000 square feet, have a ceiling height of at least 22 feet, are comprised of 5% - 15% office space, contain less than 25% of manufacturing space and have a land use ratio of 2:1. o 170 R&D/flex properties - R&D/flex buildings generally are of less than 100,000 square feet, have a ceiling height of less than 16 feet, are comprised of 50% or more of office space, contain less than 25% of manufacturing space and have a land use ratio of 4:1. o 87 regional warehouse properties - Regional warehouses generally are of less than 100,000 square feet, have a ceiling height of at least 22 feet, are comprised of 5% - 15% of office space, contain less than 25% of manufacturing space and have a land use ratio of 2:1. o 42 manufacturing properties - Manufacturing properties are a diverse category of buildings that generally have a ceiling height of 10 - 18 feet, are comprised of 5% - 15% of office space, contain more than 50% of manufacturing space and have a land use ratio of 4:1. These properties contain approximately 68.2 million square feet of gross leasable area located in 25 states. Our interests in our properties and land parcels are held through partnerships, corporations and limited liability companies controlled by First Industrial Realty Trust, Inc., including First Industrial, L.P., of which First Industrial Realty Trust, Inc. is the sole general partner. As of March 31, 2001 First Industrial Realty Trust, Inc. held approximately 84.3% of the outstanding limited partnership units of First Industrial, L.P. At that date, approximately 15.7% of the outstanding limited partnership units were held by outside investors, including certain members of the management of First Industrial Realty Trust, Inc. Each limited partnership unit, other than those held by First Industrial Realty Trust, Inc., may be exchanged for one share of First Industrial Realty Trust, Inc. common stock, subject to adjustments. Upon each exchange, the number of limited partnership units held -9- by First Industrial Realty Trust, Inc., and its ownership percentage of First Industrial, L.P., increases. First Industrial Realty Trust, Inc. also owns a preferred general partnership interest in First Industrial, L.P. with an aggregate liquidation priority of $350.0 million. We utilize an operating approach that combines the effectiveness of decentralized, locally based property management, acquisition, sales and development functions with the cost efficiencies of centralized acquisition, sales and development support, capital markets expertise, asset management and fiscal control systems. At March 31, 2001, we had 285 employees. We have grown and will seek to continue to grow through the development of industrial properties and acquisition of additional industrial properties. Our fundamental business objective is to maximize the total return to the stockholders of First Industrial Realty Trust, Inc. and the partners of First Industrial, L.P. through increases in per share and per unit distributions, respectively, and increases in the value of our properties and operations. First Industrial Realty Trust, Inc. is a Maryland corporation organized on August 10, 1993, and which completed its initial public offering in June 1994. First Industrial, L.P. is a Delaware limited partnership organized in November 1993. Our principal executive offices are located at 311 S. Wacker Drive, Suite 4000, Chicago, Illinois 60606, telephone number (312) 344-4300. RISK FACTORS Real estate investments' value fluctuates depending on conditions in the general economy and the real estate business. These conditions may also limit our revenues and available cash. The factors that affect the value of our real estate and the revenues we derive from our properties include, among other things: o general economic climate; o local conditions such as oversupply or a reduction in demand in the area; o the attractiveness of the properties to tenants; o tenant defaults; o zoning or other regulatory restrictions; o competition from other available real estate; o our ability to provide adequate maintenance and insurance; and o increased operating costs, including insurance premiums and real estate taxes. -10- Many real estate costs are fixed, even if income from our properties decreases. Our financial results depend on leasing space in our real estate properties to tenants on terms favorable to us. If a tenant does not pay its rent, we might not be able to enforce our rights as landlord without delays and we might incur substantial legal costs. Our income may also be reduced if tenants are unable to pay rent or we are unable to rent properties on favorable terms. Costs associated with real estate investment, such as real estate taxes and maintenance costs, generally are not reduced when circumstances cause a reduction in income from the investment. We may be unable to sell properties when appropriate because real estate investments are illiquid. Real estate investments generally cannot be sold quickly and, therefore, will tend to limit our ability to vary our property portfolio promptly in response to changes in economic or other conditions. The inability to respond promptly to changes in the performance of our property portfolio could adversely affect our financial condition and ability to service debt. We may be unable to renew leases or find other lessees. We are subject to the risks that, upon expiration, leases may not be renewed, the space subject to such leases may not be relet or the terms of renewal or reletting, including the cost of required renovations, may be less favorable than expiring lease terms. If we were unable to promptly renew a significant number of expiring leases or to promptly relet the space covered by such leases, or if the rental rates upon renewal or reletting were significantly lower than the then current rates, our cash funds from operations might be adversely affected. As of March 31, 2001, leases with respect to approximately 10.6 million, 11.1 million and 11.5 million square feet, representing 17%, 17%, and 18%, of gross leasable area expire in the remainder of 2001, 2002 and 2003, respectively. We may incur unanticipated costs and liabilities due to environmental problems. Under various federal, state and local laws, ordinances and regulations, an owner or operator of real estate may be liable for the costs of clean-up of certain conditions relating to the presence of hazardous or toxic materials on, in or emanating from the property, and any related damages to natural resources. Environmental laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of hazardous or toxic materials. The presence of such materials, or the failure to address those conditions properly, may adversely affect the ability to rent or sell the property or to borrow using the property as collateral. Persons who dispose of or arrange for the disposal or treatment of hazardous or toxic materials may also be liable for the costs of clean-up of such materials, or for related natural resource damages, at or from an off-site disposal or treatment facility, whether or not the facility is owned or operated by those persons. No assurance can be given that existing environmental assessments with respect to any of our properties reveal all environmental liabilities, that any prior owner or operator of any of the properties did not create any material environmental condition not known to us or that a material environmental condition does not otherwise exist as to any of our properties. First Industrial Realty Trust, Inc. might fail to qualify or remain qualified as a REIT. First Industrial Realty Trust, Inc. intends to operate so as to qualify as a REIT. Although we believe that First Industrial Realty Trust, Inc. is organized and will operate in a manner so as to qualify as a REIT, qualification as a REIT involves the satisfaction of numerous requirements, some of which must be met on a recurring basis. These requirements are established under highly technical and complex Internal Revenue Code provisions of which there are only limited judicial or administrative interpretations, and involve the determination -11- of various factual matters and circumstances not entirely within our control. If First Industrial Realty Trust, Inc. were to fail to qualify as a REIT in any taxable year, First Industrial Realty Trust, Inc. would be subject to federal income tax, including any applicable alternative minimum tax, on its taxable income at corporate rates. Unless entitled to relief under certain statutory provisions, First Industrial Realty Trust, Inc. also would be disqualified from treatment as a REIT for the four taxable years that follow. The REIT distribution requirements may require us to turn to external financing sources. First Industrial Realty Trust, Inc. could, in certain instances, have taxable income without sufficient cash to enable First Industrial Realty Trust, Inc. to meet the distribution requirements of the REIT provisions of the Code. In that situation, we could be required to borrow funds or sell properties on adverse terms in order to meet those distribution requirements. In addition, because First Industrial Realty Trust, Inc. must distribute to its stockholders at least 90% of its REIT taxable income each year, our ability to accumulate capital may be limited. Thus, in connection with future acquisitions, First Industrial Realty Trust, Inc. may be more dependent on outside sources of financing, such as debt financing or issuances of additional capital stock, which may or may not be available on favorable terms. Additional debt financings may substantially increase our leverage. Debt financing and the degree of leverage could reduce our cash flow. Where possible, we intend to continue to use leverage to increase the rate of return on our investments and to allow us to make more investments than we otherwise could. Our use of leverage presents an additional element of risk in the event that the cash flow from our properties is insufficient to meet debt payment obligations. Cross-collateralization of mortgage loans could result in foreclosure on substantially all of our properties if we are unable to service our indebtedness. If we determine to obtain additional debt financing in the future, we may do so through mortgages on some or all of our properties. These mortgages may be on recourse, non-recourse or cross-collateralized bases. Cross-collateralization makes all of the subject properties available to the lender in order to satisfy our debt. Holders of indebtedness that is so secured will have a claim against these properties and to the extent indebtedness is cross-collateralized, lenders may seek to foreclose upon properties that are not the primary collateral for their loan, which may, in turn, result in acceleration of other indebtedness secured by properties. Foreclosure of properties would result in a loss of income and asset value to us, making it difficult for us to meet debt payment obligations. As of March 31, 2001, none of our current indebtedness was cross-collateralized. We may have to make lump-sum payments on our existing indebtedness. We are required to make lump-sum, or "balloon," payments under the terms of some of our indebtedness, including First Industrial, L.P.'s: o $200 million aggregate principal amount of 7.60% Notes due 2028 (the "2028 Notes"); o $100 million aggregate principal amount of 7.15% Notes due 2027 (the "2027 Notes") The holders of the 2027 Notes have the right to require First Industrial Realty Trust, Inc. to redeem through First Industrial, L.P. the 2027 Notes, in whole or in part, on May 15, 2002. o $100 million aggregate principal amount of 7.50% Notes due 2017 (the "2017 Notes"); -12- o $100 million aggregate principal amount of 7 3/8% Notes due 2011 (the "Trust Notes") The trust to which the Trust Notes were issued must exercise its right to require First Industrial Realty Trust, Inc., through First Industrial, L.P., to redeem the Trust Notes on May 15, 2004 if the holder of a call option with respect to the Trust Notes fails to give written notice on or before May 1, 2004 that it intends to exercise such option. o $200 million aggregate principal amount of our 7.375% Notes due 2011 (the "2011 Notes"); o $150 million aggregate principal amount of 7.60% Notes due 2007 (the "2007 Notes"); o $150 million aggregate principal amount of 7.0% Notes due 2006 (the "2006 Notes"); o $50 million aggregate principal amount of 6.90% Notes due 2005 (the "2005 Notes"); and o a $300 million unsecured revolving credit facility (the "Acquisition Facility") under which First Industrial Realty Trust, Inc., through First Industrial, L.P., may borrow to finance the acquisition of additional properties and for other corporate purposes, including working capital. The Acquisition Facility provides for the repayment of principal in a lump-sum, or "balloon," payment at maturity in 2003. Under the Acquisition Facility, First Industrial, L.P. has the right, subject to certain conditions, to increase the aggregate commitment under the Acquisition Facility by up to $100 million. As of March 31, 2001, $9.3 million was outstanding under the Acquisition Facility at a weighted average interest rate of 6.1%. Our ability to make required payments of principal on outstanding indebtedness, whether at maturity or otherwise, may depend on our ability either to refinance the applicable indebtedness or to sell properties. We have no commitments to refinance the 2005 Notes, the 2006 Notes, the 2007 Notes, the Trust Notes, the 2017 Notes, the 2027 Notes, the 2028 Notes or the Acquisition Facility. Some of the existing debt obligations, other than those discussed above, of First Industrial Realty Trust, Inc., through First Industrial, L.P., are secured by our properties, and therefore such obligations will permit the lender to foreclose on those properties in the event of a default. There is no limitation on debt in our organizational documents. We currently have a policy of maintaining a ratio of debt to total market capitalization of 50% or less. We compute that percentage by calculating our total consolidated debt as a percentage of the aggregate market value of all outstanding shares of First Industrial Realty Trust, Inc.'s common stock, assuming the exchange of all limited partnership units of First Industrial, L.P. for common stock, plus the aggregate stated value of all outstanding shares of First Industrial Realty Trust, Inc.'s preferred stock and total consolidated debt. We also currently have a policy of maintaining a coverage ratio of at least 2.0:1. We calculate the coverage ratio as total revenues minus property expenses and general and administrative expenses divided by interest expense and dividends on preferred stock. As of March 31, 2001, our ratio of debt to our total market capitalization was 40.3% and for the twelve months ended March 31, 2001 our coverage ratio was 2.22:1. The organizational documents of First Industrial Realty Trust, Inc., however, do not contain any limitation on the amount or percentage of indebtedness we may incur and First Industrial Realty Trust, Inc.'s board of directors has the power to alter the current policy. Ac- -13- cordingly, we could become more highly leveraged, resulting in an increase in debt service that could increase the risk of default on our obligations. Failure to exchange your old notes will leave them subject to transfer restrictions. If you do not exchange your old notes for new notes under the exchange offer, you will continue to be restricted from transferring your old notes. In general, the old notes may not be offered or sold, unless registered under the Securities Act, except under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not currently anticipate that we will register the old notes under the Securities Act. There is currently no trading market for the new notes. There has previously been no public market for the old notes. The new notes are a new issue of securities and have no established trading market. First Industrial, L.P. does not intend to list the new notes on any national securities exchange or automated quotation system. No assurance can be given that an active public or other market will develop for the new notes or as to the liquidity or the trading market for the new notes. In addition, to the extent that old notes are tendered and accepted in the exchange offer, the trading market, if any, for the old notes not so tendered could be adversely affected. We cannot assure the future development of a market for the old notes or the ability of holders of the old notes to sell their old notes or the price at which the old notes may be sold. USE OF PROCEEDS The exchange offer is intended to satisfy some of our obligations under the registration rights agreement. We will not receive any cash proceeds from the exchange offer. The net proceeds from the sale of the outstanding old notes were used to repay indebtedness of First Industrial, L.P. and were used indirectly in connection with the redemption of First Industrial Realty Trust, Inc.'s outstanding Series A Cumulative Preferred Stock. RATIOS OF EARNINGS TO FIXED CHARGES First Industrial, L.P.'s ratios of earnings to fixed charges for the quarter ended March 31, 2001 and for the years ended December 31, 2000, 1999, 1998, 1997 and 1996 were 2.11x, 2.13x, 2.44x, 2.08x, 3.12x and 6.96x, respectively. For purposes of computing the ratios of earnings to fixed charges, earnings have been calculated by adding fixed charges (excluding capitalized interest) to income from operations before income allocated to minority interest. Fixed charges consist of interest cost, whether expensed or capitalized, and amortization of interest rate protection agreements and deferred financing costs. DESCRIPTION OF NOTES General The old notes were, and the new notes will be, issued as a separate series of debt securities under an Indenture dated as of May 13, 1997, as supplemented by Supplemental Indenture No. 6, dated as of March 19, -14- 2001 (as supplemented, the "Indenture"), between First Industrial, L.P. and U.S. Bank Trust National Association, as trustee (the "Trustee"). The terms of the new notes are identical in all material respects to the old notes, except that the new notes have been registered under the Securities Act and, therefore, will not bear legends restricting their transfer and will not contain certain provisions providing for an increase in interest on them under certain circumstances described in the registration rights agreement, the provisions of which will terminate upon the completion of the exchange offer. The terms of the Notes include those stated in the Indentures and those made part of the Indentures by reference to the Trust Indenture Act of 1939. The following summaries of certain provisions of the Indenture do not purport to be complete and are subject to and are qualified in their entirety by reference to all of the provisions of the Indenture, which provisions of the Indenture are incorporated herein by reference. Capitalized and other terms not otherwise defined below will have the meanings given to them in the Indenture. You may obtain a copy of the Indenture from us upon request. See "Where You Can Find More Information." The Notes are limited to an aggregate principal amount of $200,000,000. The Notes are direct, senior unsecured obligations of First Industrial, L.P. and rank equally with all other unsecured and unsubordinated indebtedness of First Industrial, L.P. from time to time outstanding. The Notes are not obligations of First Industrial Realty Trust, Inc. or any other Subsidiary (as defined below) of First Industrial Realty Trust, Inc. or of First Industrial, L.P. The Notes are effectively subordinated to mortgages and other secured indebtedness of First Industrial, L.P., to the extent of the value of the assets securing that indebtedness, and to indebtedness and other liabilities of any Subsidiary of First Industrial, L.P. and any future Subsidiaries of First Industrial, L.P. Accordingly, prior indebtedness will have to be satisfied in full before holders of the Notes will be able to realize any value from encumbered or indirectly held properties. As of March 31, 2001 First Industrial, L.P. had indebtedness of $1,217.3 million (of which $59.8 million was secured by 39 of First Industrial, L.P.'s properties) and Subsidiaries of First Industrial, L.P. had an aggregate of $41.2 million of mortgage indebtedness outstanding. First Industrial, L.P. and the Subsidiaries may incur additional indebtedness, including secured indebtedness, subject to the provisions described below under "--Certain Covenants--Limitations on Incurrence of Indebtedness." The new notes will only be issued in fully registered form in denominations of $1,000 and integral multiples thereof. Principal and Interest The Notes bear interest at 7.375% per annum and will mature on March 15, 2011. There is no sinking fund applicable to the Notes. The Notes will bear interest from March 19, 2001 or from the immediately preceding Interest Payment Date (as defined below) to which interest has been paid, payable semi-annually in arrears on March 15 and September 15 of each year, commencing September 15, 2001 (each, an "Interest Payment Date"), and, if not otherwise an Interest Payment Date, at the Stated Maturity, to the holders in whose name the applicable Notes are registered in the Security Register on the preceding March 1 or September 1 (whether or not a Business Day), as the case may be (each, a "Regular Record Date"). Interest on the Notes will be computed on the basis of a 360-day year of twelve 30-day months. If any Interest Payment Date or Stated Maturity falls on a day that is not a Business Day, the required payment shall be made on the next Business Day as if it were made on the date the payment was due. No interest shall accrue on that amount for the period from and after the Interest Payment Date or Stated Maturity, as the case may be. "Business Day" means any day, other than a Saturday or Sunday, that is neither a legal holiday nor -15- a day on which banks in New York City or in Chicago are authorized or required by law, regulation or executive order to close. The principal of, Make-Whole Amount, if any, and interest on the Notes when due will be payable in the coin or currency of the United States of America that at the time of payment is a legal tender for payment of public and private debts. With respect to any Notes not represented by a Global Security, principal, Make-Whole Amount, if any, and interest will be payable at the corporate trust office of the agent of First Industrial, L.P. (the "Paying Agent") in the City of New York, initially located at 100 Wall Street, Suite 2000, New York, New York 10005; provided that, at the option of First Industrial, L.P., payment of interest may be made by check mailed to the address of the holder as it appears in the Security Register or by wire transfer of funds to such holder at an account maintained within the United States. Optional Redemption The Notes may be redeemed at any time at the option of First Industrial, L.P., in whole or in part (equal to $1,000 or an integral multiple thereof), at a redemption price equal to the sum of o the principal amount of the Notes being redeemed plus accrued interest thereon to the redemption date; and o the Make-Whole Amount, if any, with respect to the Notes (collectively, the "Redemption Price"). If notice has been given as provided in the Indenture and funds for the redemption of any Notes called for redemption shall have been made available on the redemption date referred to in the notice, the Notes will cease to bear interest on the date fixed for such redemption specified in the notice and the only right of the holders of such Notes will be to receive payment of the Redemption Price. Notice of any optional redemption of any Notes will be given to holders at their addresses, as shown in the Security Register, not more than 60 nor less than 30 days prior to the date fixed for redemption. The notice of redemption will specify, among other items, the Redemption Price and the principal amount of the Notes held by such holder to be redeemed. First Industrial, L.P. will pay the interest installment due on each Interest Payment Date which occurs on or before any redemption date to those holders of the Notes who were registered holders as of the close of business on the record date immediately preceding such Interest Payment Date. If less than all the Notes are to be redeemed at the option of First Industrial, L.P., First Industrial, L.P. will notify the Trustee at least 45 days prior to the redemption date (or such shorter period as is satisfactory to the Trustee) of the aggregate principal amount of Notes to be redeemed and their redemption date. The Trustee shall select, in such manner as it shall deem fair and appropriate, Notes to be redeemed in whole or in part. Notes may be redeemed in part in the minimum authorized denomination for Notes or in any integral multiple thereof. As used herein: o "Make-Whole Amount" means, in connection with any optional redemption of any Note, the excess, if any, of -- the aggregate present value as of the date of such redemption or accelerated payment of each dollar of principal being redeemed or paid and the amount of interest (exclusive of interest accrued to the date of redemption or accelerated payment) that would have been payable in re- -16- spect of such dollar if such redemption or accelerated payment had not been made, determined by discounting, on a semi-annual basis, such principal and interest at the Reinvestment Rate (as defined below) (determined on the third Business Day preceding the date such notice of redemption or accelerated payment is given) from the date on which such principal and interest would have been payable if such redemption or accelerated payment had not been made, over -- the aggregate principal amount of the Note being redeemed or accelerated. o "Reinvestment Rate" means .25% (twenty-five one hundredths of one percent) plus the arithmetic mean of the yields under the respective headings "This Week" and "Last Week" published in the Statistical Release (as defined below) under the caption "Treasury Constant Maturities" for the maturity (rounded to the nearest month) corresponding to the remaining life to maturity, as of the payment date of the principal being redeemed or accelerated. If no maturity exactly corresponds to such maturity, yields for the two published maturities most closely corresponding to such maturity shall be calculated pursuant to the immediately preceding sentence and the Reinvestment Rate shall be interpolated or extrapolated from such yields on a straight-line basis, rounding in each of such relevant periods to the nearest month. For such purposes of calculating the Reinvestment Rate, the most recent Statistical Release published prior to the date of determination of the Make-Whole Amount shall be used. If the format or content of the Statistical Release changes in a manner that precludes determination of the Treasury Yield in the above manner, then the Treasury Yield shall be determined in the manner that most closely approximates the above manner, as reasonably determined by First Industrial, L.P. o "Statistical Release" means the statistical release designated "H.15(519)" or any successor publication which is published weekly by the Federal Reserve System and which establishes yields on actively traded United States government securities adjusted to constant maturities or, if such statistical release is not published at the time of any determination of the Make-Whole Amount, then such other reasonably comparable index which shall be designated by First Industrial, L.P. Certain Covenants Limitations on Incurrence of Indebtedness. First Industrial, L.P. will not, and will not permit any of its Subsidiaries to, incur any Indebtedness (as defined below), other than intercompany Indebtedness (representing Indebtedness to which the only parties are First Industrial, L.P. and any of its Subsidiaries (but only so long as such Indebtedness is held solely by any of First Industrial, L.P. and any of its Subsidiaries)), if, immediately after giving effect to the incurrence of such additional Indebtedness and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness of First Industrial, L.P. and its Subsidiaries on a consolidated basis determined in accordance with GAAP (except that for the purposes hereof, each Subsidiary of First Industrial, L.P. shall be treated as if such Subsidiary were a subsidiary under GAAP) is greater than 60% of the sum of (without duplication) o the Total Assets (as defined below) as of the end of the calendar quarter covered in First Industrial, L.P.'s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and o the purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent that such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness), by First Industrial, L.P. -17- or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. In addition to the foregoing limitation on the incurrence of Indebtedness, First Industrial, L.P. will not, and will not permit any of its Subsidiaries to, incur Indebtedness secured by any Encumbrance (as defined below) upon any of the property of First Industrial, L.P. or any of its Subsidiaries if, immediately after giving effect to the incurrence of such additional Indebtedness and the application of the proceeds thereof, the aggregate principal amount of all outstanding Indebtedness First Industrial, L.P. and its Subsidiaries on a consolidated basis determined in accordance with GAAP (except that for the purposes hereof, each Subsidiary of First Industrial, L.P. shall be treated as if such Subsidiary were a subsidiary under GAAP), which is secured by any Encumbrance on property of First Industrial, L.P. or any of its Subsidiaries is greater than 40% of the sum of (without duplication) o the Total Assets as of the end of the calendar quarter covered in First Industrial, L.P.'s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, most recently filed with the Commission (or, if such filing is not permitted under the Exchange Act, with the Trustee) prior to the incurrence of such additional Indebtedness; and o the purchase price of any real estate assets or mortgages receivable acquired, and the amount of any securities offering proceeds received (to the extent that such proceeds were not used to acquire real estate assets or mortgages receivable or used to reduce Indebtedness), by First Industrial, L.P. or any of its Subsidiaries since the end of such calendar quarter, including those proceeds obtained in connection with the incurrence of such additional Indebtedness. First Industrial, L.P. and its Subsidiaries may not at any time own Total Unencumbered Assets (as defined below) equal to less than 150% of the aggregate outstanding principal amount of the Unsecured Indebtedness (as defined below) of First Industrial, L.P. and its Subsidiaries on a consolidated basis determined in accordance with GAAP (except that for the purposes hereof, each Subsidiary of First Industrial, L.P. shall be treated as if such Subsidiary were a subsidiary under GAAP). In addition to the foregoing limitations on the incurrence of Indebtedness, First Industrial, L.P. will not, and will not permit any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated Income Available for Debt Service (as defined below) to the Annual Service Charge (as defined below) for the four consecutive fiscal quarters most recently ended prior to the date on which such additional Indebtedness is to be incurred shall have been less than 1.5:1 on a pro forma basis after giving effect thereto and to the application of the proceeds therefrom, and calculated on the assumption that o such Indebtedness and any other Indebtedness incurred by First Industrial, L.P. and its Subsidiaries since the first day of such four-quarter period and the application of the proceeds therefrom, including to refinance other Indebtedness, had occurred at the beginning of such period; o the repayment or retirement of any other Indebtedness by First Industrial, L.P. and its Subsidiaries since the first day of such four-quarter period had been repaid or retired at the beginning of such period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such period); o in the case of Acquired Indebtedness (as defined below) or Indebtedness incurred in connection with any acquisition since the first day of such four-quarter period, the related acquisition had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition being included in such pro forma calculation; and -18- o in the case of any acquisition or disposition by First Industrial, L.P. or its Subsidiaries of any asset or group of assets since the first day of such four-quarter period, whether by merger, stock purchase or sale, or asset purchase or sale, such acquisition or disposition or any related repayment of Indebtedness had occurred as of the first day of such period with the appropriate adjustments with respect to such acquisition or disposition being included in such pro forma calculation. In accordance with GAAP, the financial statements of First Industrial, L.P. present its limited partnership interests in any of its partnership subsidiaries (the "Other Real Estate Partnerships") under the equity method of accounting. However, the Indenture treats the Other Real Estate Partnerships as consolidated subsidiaries for purposes of the financial covenants of the Indenture. For the purposes of such covenants, as of March 31, 2001, First Industrial, L.P. had a percentage of Indebtedness to Total Assets of 45.5%, a percentage of Indebtedness subject to Encumbrances to Total Assets of 4.9% and a percentage of Total Unencumbered Assets to Unsecured Indebtedness of 222.7% and, for the four consecutive fiscal quarters ended March 31, 2001, First Industrial, L.P. had a ratio of Consolidated Income Available for Debt Service to the Annual Service Charge of 2.69:1. Provision of Financial Information. Whether or not First Industrial, L.P. is subject to Section 13 or 15(d) of the Exchange Act, First Industrial, L.P. will, to the extent permitted under the Exchange Act, file with the Commission the annual reports, quarterly reports and other documents which First Industrial, L.P. would have been required to file with the Commission pursuant to Section 13 and 15(d) of the Exchange Act if First Industrial, L.P. were so subject, such documents to be filed with the Commission on or prior to the respective dates (the "Required Filing Dates") by which First Industrial, L.P. would have been required so to file such documents if First Industrial, L.P. were so subject. First Industrial, L.P. will also in any event o within 15 days of each Required Filing Date if First Industrial, L.P. is not then subject to Section 13 or 15(d) of the Exchange Act, -- transmit by mail to all holders of notes, as their names and addresses appear in the Security Register, without cost to such holders, copies of the annual reports and quarterly reports that First Industrial, L.P. would have been required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act if First Industrial, L.P. were subject to such sections and -- file with the Trustee copies of the annual reports, quarterly reports and other documents that First Industrial, L.P. would have been required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act if First Industrial, L.P. were subject to such sections; and o if filing such documents by First Industrial, L.P. with the Commission is not permitted under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective holder. Waiver of Certain Covenants. First Industrial, L.P. may omit to comply with any term, provision or condition of the foregoing covenants, and with any other term, provision or condition with respect to the Notes (except any such term, provision or condition which could not be amended without the consent of all holders of Notes), if before or after the time for such compliance the holders of at least a majority in principal amount of all the outstanding Notes, by Act of such holders, either waive such compliance in such instance or generally waive compliance with such covenant or condition. Except to the extent so expressly waived, and until such waiver shall become effective, the obligations of First Industrial, L.P. and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect. Existence. Except as permitted under "--Merger, Consolidation or Sale of Assets," the Indenture requires First Industrial, L.P. to do or cause to be done all things necessary to preserve and keep in full force and -19- effect its existence, rights and franchises; provided, however, that First Industrial, L.P. shall not be required to preserve any right or franchise if it determines that their preservation is no longer desirable in the conduct of its business. Maintenance of Properties. The Indenture requires First Industrial, L.P. to cause all of its material properties used or useful in the conduct of its business or the business of any subsidiary to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of First Industrial, L.P. may be necessary so that the business carried on may be properly and advantageously conducted at all times; provided, however, that First Industrial, L.P. and its subsidiaries shall not be prevented from selling or otherwise disposing of their properties for value in the ordinary course of business. Insurance. The Indenture requires First Industrial, L.P. to cause each of its and its Subsidiaries' insurable properties to be insured against loss or damage at least equal to their then full insurable value with insurers of recognized responsibility. Payment of taxes and other claims. The Indenture requires First Industrial, L.P. to pay or discharge or cause to be paid or discharged, before the same shall become delinquent, o all taxes, assessments and governmental charges levied or imposed upon it or any Subsidiary or upon the income, profits or property of First Industrial, L.P. or any Subsidiary; and o all lawful claims for labor, materials and supplies which, if unpaid, might by law become a lien upon the property of First Industrial, L.P. or any Subsidiary; provided, however, that First Industrial, L.P. shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith. As used herein, and in the Indenture: "Acquired Indebtedness" means Indebtedness of a Person o existing at the time such Person becomes a Subsidiary; or o assumed in connection with the acquisition of assets from such Person, in each case, other than Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or such acquisition. Acquired Indebtedness shall be deemed to be incurred on the date of the related acquisition of assets from any Person or the date the acquired Person becomes a Subsidiary. "Annual Service Charge" for any period means o the aggregate interest expense for such period in respect of, and the amortization during such period of any original issue discount of, Indebtedness of First Industrial, L.P. and its Subsidiaries and the amount of dividends which are payable during such period in respect of any Disqualified Stock (as defined below); and -20- o so long as First Industrial Securities, L.P. ("Securities, L.P.") is a Subsidiary of First Industrial, L.P., distributions which are payable during such period in respect of any preference equity interests of Securities, L.P. "Capital Stock" means, with respect to any Person, any capital stock (including preferred stock), shares, interests, participations or other ownership interests (however designated) of such Person and any rights (other than debt securities convertible into or exchangeable for corporate stock), warrants or options to purchase any thereof. "Consolidated Income Available for Debt Service" for any period means Earnings from Operations (as defined below) of First Industrial, L.P. and its Subsidiaries plus amounts which have been deducted, and minus amounts which have been added, for the following (without duplication): o interest on Indebtedness of First Industrial, L.P. and its Subsidiaries, o provision for taxes of First Industrial, L.P. and its Subsidiaries based on income, o amortization of debt discount, o provisions for gains and losses on properties and property depreciation and amortization, o the effect of any noncash charge resulting from a change in accounting principles in determining Earnings from Operations for such period, o amortization of deferred charges, and o interest income related to investments irrevocably deposited with an agent of First Industrial, L.P. or any of its Subsidiaries, as the case may be, for the purpose of defeasing any indebtedness or any other obligation (whether through a covenant defeasance or otherwise) pursuant to the terms of such indebtedness or other obligation or the terms of any instrument creating or evidencing it. "Disqualified Stock" means, with respect to any Person, any Capital Stock of such Person which by the terms of such Capital Stock (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable), upon the happening of any event or otherwise, o matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than Capital Stock which is redeemable solely in exchange for Capital Stock which is not Disqualified Stock or the maturity price or redemption price of which may, at the option of such Person, be paid in Capital Stock which is not Disqualified Stock), o is convertible into or exchangeable or exercisable for Indebtedness or Disqualified Stock, or o is redeemable at the option of the holder thereof, in whole or in part (other than Capital Stock which is redeemable solely in exchange for Capital Stock which is not Disqualified Stock or the redemption price of which may, at the option of such Person, be paid in Capital Stock which is not Disqualified Stock), in each case on or prior to the Stated Maturity of the Notes. "Earnings from Operations" for any period means net income excluding gains and losses on sales of investments, extraordinary items and property valuation losses, net as reflected in the financial statements of -21- First Industrial, L.P. and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP (except that for the purposes hereof, each Subsidiary of First Industrial, L.P. shall be treated as if such Subsidiary were a subsidiary under GAAP). "Encumbrance" means any mortgage, lien, charge, pledge, encumbrance or security interest of any kind; provided, however, that the term "Encumbrance" shall not include any mortgage, lien, charge, pledge or security interest securing any indebtedness or any other obligation which has been defeased (whether through a covenant defeasance or otherwise) pursuant to the terms of such indebtedness or other obligation or the terms of any instrument creating or evidencing it. "Indebtedness" of First Industrial, L.P. or any of its Subsidiaries means i) any indebtedness of First Industrial, L.P. or any of its Subsidiaries, whether or not contingent, in respect of (a) borrowed money or evidenced by bonds, notes, debentures or similar instruments whether or not such indebtedness is secured by any Encumbrance existing on property owned by First Industrial, L.P. or any of its Subsidiaries, (b) indebtedness for borrowed money of a Person other than First Industrial, L.P. or a Subsidiary of First Industrial, L.P. which is secured by any Encumbrance existing on property owned by First Industrial, L.P. or any of its Subsidiaries, to the extent of the lesser of -- the amount of indebtedness so secured and -- the fair market value of the property subject to such Encumbrance, (c) the reimbursement obligations, contingent or otherwise, in connection with any letters of credit actually issued or amounts representing the balance deferred and unpaid of the purchase price of any property or services, except any such balance that constitutes an accrued expense or trade payable, and all conditional sale obligations or obligations under any title retention agreement, (d) the principal amount of all obligations of First Industrial, L.P. or any of its Subsidiaries with respect to redemption, repayment or other repurchase of any Disqualified Stock, (e) any lease of property by First Industrial, L.P. or any of its Subsidiaries as lessee which is reflected on First Industrial, L.P.'s consolidated balance sheet determined in accordance with GAAP (except that for the purposes hereof, each Subsidiary of First Industrial, L.P. shall be treated as if such Subsidiary were a subsidiary under GAAP) as a capitalized lease, or (f) interest rate swaps, caps or similar agreements and foreign exchange contracts, currency swaps or similar agreements and ii) the liquidation preference on any issued and outstanding preferred equity interests of Securities, L.P., to the extent, in the case of items of indebtedness under (i)(a) through (c) above, that any such items (other than letters of credit) would appear as a liability on First Industrial, L.P.'s consolidated balance sheet determined in accordance with GAAP (except that for the purposes hereof, each Subsidiary of First Industrial, L.P. shall be treated as if such Subsidiary were a subsidiary under GAAP), and also includes, to the extent not otherwise in- -22- cluded, any obligation by First Industrial, L.P. or any of its Subsidiaries to be liable for, or to pay, as obligor, guarantor or otherwise (other than for purposes of collection in the ordinary course of business), Indebtedness of another Person (other than First Industrial, L.P. or any of its Subsidiaries) (it being understood that Indebtedness shall be deemed to be incurred by First Industrial, L.P. or any of its Subsidiaries whenever First Industrial, L.P. or such Subsidiary shall create, assume, guarantee or otherwise become liable in respect thereof); provided, however, that the term "Indebtedness" shall not include any indebtedness or any other obligation which has been defeased (whether through a covenant defeasance or otherwise) pursuant to the terms of such indebtedness or other obligation or the terms of any instrument creating, or evidencing it. "Subsidiary" means, o with respect to any Person, any corporation, partnership or other entity of which a majority of -- the voting power of the voting equity securities or -- the outstanding equity interests of which are owned, directly or indirectly, by such Person and o with respect to First Industrial, L.P., Securities, L.P., so long as First Industrial, L.P. owns, directly or indirectly, a majority of the outstanding non-preference equity interests thereof. For the purposes of this definition, "voting equity securities" means equity securities having voting power for the election of directors, whether at all times or only so long as no senior class of security has such voting power by reason of any contingency. "Total Assets" as of any date means the sum of o the Undepreciated Real Estate Assets (as defined below); and o all other assets of First Industrial, L.P. and its Subsidiaries determined in accordance with GAAP (except that for the purposes hereof, each Subsidiary of First Industrial, L.P. shall be treated as if such Subsidiary were a subsidiary under GAAP), but excluding accounts receivable and intangibles; provided, however, that the term "Total Assets" shall not include any assets which have been deposited in trust to defease any indebtedness or any other obligation (whether through a covenant defeasance or -23- otherwise) pursuant to the terms of such indebtedness or other obligation or the terms of any instrument creating or evidencing it. "Total Unencumbered Assets" means the sum of o those Undepreciated Real Estate Assets not subject to an Encumbrance for borrowed money; and o all other assets of First Industrial, L.P. and its Subsidiaries not subject to an Encumbrance for borrowed money, determined in accordance with GAAP (except that for the purposes hereof, each Subsidiary of First Industrial, L.P. shall be treated as if such Subsidiary were a subsidiary under GAAP), but excluding accounts receivable and intangibles; provided, however, that the term "Total Unencumbered Assets" shall not include any assets which have been deposited in trust to defease any indebtedness or any other obligation (whether through a covenant defeasance or otherwise) pursuant to the terms of such indebtedness or other obligation or the terms of any instrument creating or evidencing it. "Undepreciated Real Estate Assets" as of any date means the cost (original cost plus capital improvements) of real estate assets of First Industrial, L.P. and its Subsidiaries on such date, before depreciation and amortization, determined on a consolidated basis in accordance with GAAP (except that for the purposes hereof, each Subsidiary of First Industrial, L.P. shall be treated as if such Subsidiary were a subsidiary under GAAP). "Unsecured Indebtedness" means Indebtedness which is not secured by any Encumbrance upon any of the properties of First Industrial, L.P. or any of its Subsidiaries. Events of Default, Notice and Waiver The Indenture provides that the following events are "events of default" with respect to the Notes: (1) default in the payment of any interest on the Notes when such interest becomes due and payable that continues for a period of 30 days; (2) default in the payment of the principal of, and Make-Whole Amount on, the Notes when due and payable; (3) default in the performance, or breach, of any other covenant or warranty of First Industrial, L.P. in the Indenture with respect to the Notes and continuance of such default or breach for a period of 60 days after written notice as provided in the Indenture; (4) default under any bond, debenture, note, mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by First Industrial, L.P., or by any Subsidiary the repayment of which First Industrial, L.P. has guaranteed or for which First Industrial, L.P. is directly responsible or liable as obligor or guarantor, having an aggregate principal amount outstanding of at least $10,000,000, whether such indebtedness now exists or shall hereafter be created, which default shall have resulted in such indebtedness becoming or being declared due and payable prior to the date on which it would otherwise have become due and payable, without such indebtedness having been discharged, or such acceleration having been rescinded or annulled, within a period of 10 days after written notice to First Industrial, L.P. as provided in the Indenture; and (5) certain events of bankruptcy, insolvency or reorganization, or court appointment of a receiver, liquidator or trustee of First Industrial, L.P. or any significant subsidiary. The term "significant subsidiary" has the meaning ascribed to that term in Regulation S-X promulgated under the Securities Act. If an event of default under the Indenture with respect to the Notes occurs and is continuing, then in every such case the Trustee or the holders of not less than 25% in principal amount of the Notes will have the right to declare the principal amount of the Notes to be due and payable immediately by written notice thereof to First Industrial, L.P., and to the Trustee if given by the holders; provided that in the case of an event of default described under the fifth clause of the preceding paragraph, acceleration is automatic. However, at any time after such a declaration of acceleration with respect to the Notes has been made, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the holders of not less than a majority in principal amount of the Notes may rescind and annul such declaration and its consequences if -24- o First Industrial, L.P. shall have deposited with the Trustee all required payments of the principal of and interest on the Notes, plus certain fees, expenses, disbursements and advances of the Trustee, and o all events of default, other than the non-payment of accelerated principal, or specified portion thereof, with respect to the Notes have been cured or waived as provided in the Indenture. The Indenture will also provide that the holders of not less than a majority in principal amount of the Notes may waive any past default with respect to the Notes and its consequences, except a default o in the payment of the principal of, Make-Whole Amount, if any, or interest on any Note or o in respect of a covenant or provision contained in the Indenture that cannot be modified or amended without the consent of the holder of each Note affected thereby. The Indenture requires the Trustee to give notice to the holders of Notes within 90 days of a default under the Indenture unless such default shall have been cured or waived; provided, however, that the Trustee may withhold notice to the holders of Notes of any default with respect to the Notes, except a default in the payment of the principal of, Make-Whole Amount, if any, or interest on any Note if specified responsible officers of the Trustee consider such withholding to be in the interest of such holders. The Indenture provides that no holders of Notes may institute any proceedings, judicial or otherwise, with respect to the Indenture or for any remedy thereunder, except in the case of failure of the Trustee, for 60 days, to act after it has received a written request to institute proceedings in respect of an event of default from the holders of not less than 25% in principal amount of the Notes, as well as an offer of indemnity reasonably satisfactory to it. This provision will not prevent, however, any holder of Notes from instituting suit for the enforcement of payment of the principal of, Make-Whole Amount, if any, and interest on the Notes at their respective due dates or redemption dates. The Indenture provides that, subject to provisions in the Indenture relating to its duties in case of default, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any holders of Notes then outstanding under the Indenture, unless such holders shall have offered to the trustee thereunder reasonable security or indemnity. The holders of not less than a majority in principal amount of the Notes, or of all debt securities then outstanding under the Indenture, as the case may be, shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or of exercising any trust or power conferred upon the Trustee. However, the Trustee may refuse to follow any direction which is in conflict with any law or the Indenture, which may involve the Trustee in personal liability or which may be unduly prejudicial to the holders of the Notes not joining therein. Within 120 days after the close of each fiscal year, First Industrial, L.P. will be required to deliver to the Trustee a certificate, signed by one of several specified officers of First Industrial Realty Trust, Inc., stating whether or not such officer has knowledge of any default under the Indenture and, if so, specifying each such default and the nature and status thereof. Merger, Consolidation or Sale of Assets The Indenture provides that First Industrial, L.P. may, without the consent of the holders of the Notes, consolidate with, or sell, lease or convey all or substantially all of its assets to, or merge with or into, any other entity provided that -25- o either First Industrial, L.P. shall be the continuing entity, or the successor entity, if other than First Industrial, L.P., formed by or resulting from any such consolidation or merger or which shall have received the transfer of such assets is organized under the laws of any domestic jurisdiction and expressly assumes First Industrial, L.P.'s obligations to pay principal of, Make-Whole Amount and interest on all of the Notes and the due and punctual performance and observance of all of the covenants and conditions contained in the Indenture; o immediately after giving effect to such transaction and treating any indebtedness that becomes an obligation of First Industrial, L.P. or any of its Subsidiaries (excluding Securities, L.P.) as a result thereof as having been incurred by First Industrial, L.P. or such Subsidiaries (excluding Securities, L.P.) at the time of such transaction, no event of default under the Indenture, and no event which, after notice or the lapse of time, or both, would become an event of default, shall have occurred and be continuing; and an officers' certificate and legal opinion covering those conditions shall be delivered to each trustee. Modification of the Indenture Modifications and amendments of the Indenture are permitted to be made only with the consent of the holders of not less than a majority in principal amount of Notes affected by such modification or amendment. However, no modification or amendment may, without the consent of the holder of each Note affected thereby, o change the stated maturity of the principal of, Make-Whole Amount, if any, or any installment of interest on, any Note; o reduce the principal amount of, or the rate or amount of interest on, or the Make-Whole Amount payable upon redemption of, any Note, or reduce the amount of principal of an original issue discount security that would be due and payable upon declaration of acceleration of the maturity thereof or would be provable in bankruptcy, or adversely affect any right of repayment of the holder of any Note; o change the place of payment, or the coin or currency, for payment of principal or interest or Make-Whole Amount, if any, on any Note; o impair the right to institute suit for the enforcement of any payment on or with respect to any Note; o reduce the above-stated percentage of outstanding Notes necessary to modify or amend the Indenture, to waive compliance with certain provisions thereof or certain defaults and consequences thereunder or to reduce the quorum or voting requirements set forth in the Indenture; or o modify any of the foregoing provisions or any of the provisions relating to the waiver of certain past defaults or certain covenants, except to increase the required percentage to effect such action or to provide that certain other provisions may not be modified or waived without the consent of the holder of the Note. The holders of a majority in aggregate principal amount of the outstanding Notes may, on behalf of all holders of Notes, waive, insofar as that series is concerned, compliance by First Industrial, L.P. with certain restrictive covenants of the Indenture. Modifications and amendments of the Indenture are permitted to be made by First Industrial, L.P. and the respective trustee thereunder without the consent of any holder of Notes for any of the following purposes: -26- o to evidence the succession of another person to First Industrial, L.P. as obligor under the Indenture; o to add to the covenants of First Industrial, L.P. for the benefit of the holders of all of the Notes or to surrender any right or power conferred upon First Industrial, L.P. in the Indenture; o to add events of default for the benefit of the holders of all of the Notes; o to add or change any provisions of the Indenture to facilitate the issuance of, or to liberalize certain terms of, Notes in bearer form, or to permit or facilitate the issuance of Notes in uncertificated form, provided that such action shall not adversely affect the interests of the holders of the Notes in any material respect; o to change or eliminate any provisions of the Indenture, provided that any such change or elimination shall become effective only when there are no debt securities outstanding of any series created prior thereto that are entitled to the benefit of such provision; o to secure the Notes; o to establish the form or terms of any notes; o to provide for the acceptance of appointment by a successor trustee or facilitate the administration of the trusts under the Indenture by more than one trustee; o to cure any ambiguity, defect or inconsistency in the Indenture, provided that such action shall not adversely affect the interests of holders of any notes issued under the Indenture in any material respect; or o to supplement any of the provisions of the Indenture to the extent necessary to permit or facilitate defeasance and discharge of the Notes, provided that such action shall not adversely affect the interests of the holders of the outstanding Notes in any material respect. The Indenture provides that in determining whether the holders of the requisite principal amount of the Notes have given any request, demand, authorization, direction, notice, consent or waiver thereunder or whether a quorum is present at a meeting of holders of the Notes, o the principal amount of an original issue discount Note that shall be deemed to be outstanding shall be the amount of the principal thereof that would be due and payable as of the date of such determination upon declaration of acceleration of the maturity thereof, o the principal amount of any Note denominated in a foreign currency that shall be deemed outstanding shall be the U.S. dollar equivalent, determined on the issue date for such Note, of the principal amount of such Note, or, in the case of an original issue discount Note, the U.S. dollar equivalent on the issue date of such Note of the amount determined as provided in the subparagraph immediately above, o the principal amount of an indexed security that shall be deemed outstanding shall be the principal face amount of such indexed security at original issuance, unless otherwise provided with respect to such indexed security pursuant to the Indenture, and o Notes owned by First Industrial, L.P. or any other obligor upon the Notes or any affiliate of First Industrial, L.P. or of such other obligor shall be disregarded. -27- The Indenture contains provisions for convening meetings of the holders of the Notes. A meeting will be permitted to be called at any time by the Trustee, and also, upon request, by First Industrial, L.P. or the holders of at least 25% in principal amount of the Notes, in any case upon notice given as provided in the Indenture. Except for any consent that must be given by the holder of each Note affected by certain modifications and amendments of the Indenture, any resolution presented at a meeting or adjourned meeting duly reconvened at which a quorum is present may be adopted by the affirmative vote of the holders of a majority in principal amount of the Notes. However, except as referred to above, any resolution with respect to any request, demand, authorization, direction, notice, consent, waiver or other action that may be made, given or taken by the holders of a specified percentage, which is less than a majority, in principal amount of the Notes may be adopted at a meeting or adjourned meeting or adjourned meeting duly reconvened at which a quorum is present by the affirmative vote of the holders of such specified percentage in principal amount of the Notes. Any resolution passed or decision taken at any meeting of holders of the Notes duly held in accordance with the Indenture will be binding on all holders of the Notes. The quorum at any meeting called to adopt a resolution, and at any reconvened meeting, will be persons holding or representing a majority in principal amount of the Notes. However, if any action is to be taken at the meeting with respect to a consent or waiver that may be given by the holders of not less than a specified percentage in principal amount of the Notes, the persons holding or representing such specified percentage in principal amount of the Notes will constitute a quorum. Notwithstanding the foregoing provisions, the Indenture provides that if any action is to be taken at a meeting of holders of the Notes with respect to any request, demand, authorization, direction, notice, consent, waiver and other action that the Indenture expressly provides may be made, given or taken by the holders of a specified percentage in principal amount of all outstanding Notes affected thereby, or of the holders of such series and one or more additional series: o there shall be no minimum quorum requirement for such meeting, and o the principal amount of the Notes that vote in favor of such request, demand, authorization, direction, notice, consent, waiver or other action shall be taken into account in determining whether such request, demand, authorization, direction, notice, consent, waiver or other action has been made, given or taken under the Indenture. Discharge, Defeasance and Covenant Defeasance First Industrial, L.P. will be permitted, at its option, to discharge certain obligations to holders of the Notes that have not already been delivered to the Trustee for cancellation and that either have become due and payable or will become due and payable within one year, or scheduled for redemption within one year, by irrevocably depositing with the Trustee, in trust, funds in such currency or currencies, currency unit or units or composite currency or currencies in which the Notes are payable in an amount sufficient to pay the entire indebtedness on the Notes in respect of principal and interest, and Make-Whole Amount, if any, to the date of such deposit, if the Notes have become due and payable, or to the stated maturity or redemption date, as the case may be. The Indenture provides that First Industrial, L.P. may elect either o to defease and be discharged from any and all obligations with respect to the Notes, except for the obligation to pay additional amounts, if any, upon the occurrence of certain events of tax, assessment or governmental charge with respect to payments on the Notes and the obligations to register the transfer or exchange of the Notes, to replace temporary or mutilated, destroyed, lost or stolen Notes, to maintain an office or agency in respect of the Notes, and to hold moneys for payment in trust, or "defeasance," or -28- o to be released from certain obligations with respect to the Notes under the Indenture, including the restrictions described under "--Certain Covenants" or its obligations with respect to any other covenant, and any omission to comply with such obligations shall not constitute an event of default with respect to the Notes, or "covenant defeasance," in either case upon the irrevocable deposit by First Industrial, L.P. with the Trustee, in trust, of an amount, in such currency or currencies, currency unit or units or composite currency or currencies in which the Notes are payable at stated maturity, or government obligations as defined below, or both, applicable to the Notes, which through the scheduled payment of principal and interest in accordance with their terms will provide money in an amount sufficient to pay the principal of, interest on, and Make-Whole Amount, if any, the Notes on the scheduled due dates therefor. Such a trust will only be permitted to be established if, among other things, First Industrial, L.P. has delivered to the Trustee an opinion of counsel, as specified in the Indenture, to the effect that the holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such defeasance or covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such defeasance or covenant defeasance had not occurred, and the opinion of counsel, in the case of defeasance, will be required to refer to and be based upon a ruling received from the Internal Revenue Service or a change in applicable United States federal income tax law occurring after the date of the Indenture. In the event of such defeasance, the holders of the Notes would thereafter be able to look only to such trust fund for payment of principal, interest and Make-Whole Amount, if any. "Government obligations" means securities that are o direct obligations of the United States of America or the government which issued the foreign currency in which the Notes are payable, for the payment of which its full faith and credit is pledged or o obligations of a person controlled or supervised by and acting as an agency or instrumentality of the United States of America or such government which issued the foreign currency in which the Notes are payable, the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America or such other government, which, in either case, are not callable or redeemable at the option of the issuer thereof, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such government obligation or a specific payment of interest on or principal of any such government obligation held by such custodian for the account of the holder of a depository receipt, provided that except as required by law, the custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the government obligation or the specific payment of interest on or principal of the government obligation evidenced by such depository receipt. If after First Industrial, L.P. has deposited funds and/or government obligations to effect defeasance or covenant defeasance with respect to the Notes, o the holder of a Note is entitled to, and does, elect pursuant to the Indenture or the terms of the Notes to receive payment in a currency, currency unit or composite currency other than that in which such deposit has been made in respect of the Notes, or o a conversion event, as defined below, occurs in respect of the currency, currency unit or composite currency in which such deposit has been made, -29- the indebtedness represented by the Notes will be deemed to have been, and will be, fully discharged and satisfied through the payment of the principal of, Make-Whole Amount, if any, and interest on, such Notes as they become due out of the proceeds yielded by converting the amount so deposited in respect of such Notes into the currency, currency unit or composite currency in which the Notes become payable as a result of such election or such cessation of usage based on the applicable market exchange rate. "Conversion event" means the cessation of use of o a currency, currency unit or composite currency both by the government of the country which issued such currency and for the settlement of transactions by a central bank or other public institutions of or within the international banking community, o the ECU both within the European Monetary System and for the settlement of transactions by public institutions of or within the European Communities or o any currency unit or composite currency other than the ECU for the purposes for which it was established. All payments of principal of, Make-Whole Amount, if any, and interest on, any Note that is payable in a foreign currency that ceases to be used by its government of issuance shall be made in U.S. dollars. In the event First Industrial, L.P. effects covenant defeasance with respect to any Note and the Notes are declared due and payable because of the occurrence of any event of default other than the event of default described in clause (3) under "--Events of Default, Notice and Waiver" with respect to specified sections of the Indenture, which sections would no longer be applicable to the Notes, the amount in such currency, currency unit or composite currency in which the Notes are payable, and government obligations on deposit with the Trustee, will be sufficient to pay amounts due on the Notes at the time of their stated maturity but may not be sufficient to pay amounts due on the Notes at the time of the acceleration resulting from such event of default. However, First Industrial, L.P. would remain liable to make payment of those amounts due at the time of acceleration. Subsequent Issuances First Industrial, L.P. may from time to time, without the consent of existing Note holders, create and issue further notes having the same terms and conditions as any series of the Notes in all respects, except for issue date, issue price and the first payment of interest thereon. Additional notes issued in this manner will be consolidated with and will form a single series with the previously outstanding series of notes. Governing Law The Indenture is governed by and shall be construed in accordance with the laws of the State of New York. No Personal Liability No past, present or future partner, stockholder, employee, officer or director of First Industrial, L.P. or any successor thereof shall have any liability for any obligation, covenant or agreement of First Industrial, L.P. contained under the Notes or the Indenture. Each holder of Notes by accepting the Notes waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Notes. -30- Book-Entry System The old notes were sold to "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) in reliance on Rule 144A under the Securities Act. The old notes are represented by a note in registered, global form without interest coupons (the "Rule 144A Global Note"). The Rule 144A Global Note was deposited upon issuance with the Trustee as custodian for the Depositary Trust Company ("DTC") and registered in the name of Cede & Co., as nominee of DTC, for credit to the accounts of DTC participants or indirect participants (each as defined below). The new notes will be represented by one or more notes in registered, global form without interest coupons (the "New Global Notes" and, together with the Rule 144A Global Note, the "Global Notes"). The New Global Notes will be deposited on the date of the acceptance for exchange of the old notes and the issuance of the new notes (the "Closing Date") with the Trustee as custodian for DTC and registered in the name of Cede & Co. as nominee of DTC, in each case for credit to the accounts of DTC "participants" and "indirect participants" (each as defined below). Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for Notes in certificated form except in the limited circumstances described below. See "--Exchange of Global Notes for Certificated Notes." The following description of the operations and procedures of DTC are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. First Industrial, L.P. takes no responsibility for these operations and procedures and urges investors to contact the system or their participants directly to discuss these matters. DTC has advised First Industrial, L.P. as follows: o DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered under Section 17A of the Exchange Act; o DTC holds securities that its participants deposit with DTC and facilitates the settlement among participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in participants' accounts, thereby eliminating the need for physical movement of securities certificates; o direct participants include securities brokers and dealers (including the initial purchasers), trust companies, clearing corporations and other organizations; o DTC is owned by a number of its direct participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc.; o access to the DTC system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly (collectively, "indirect participants"); and o the rules applicable to DTC and its participants are on file with the Commission. DTC has also advised First Industrial, L.P. that, pursuant to procedures established by it: -31- (1) upon deposit of the New Global Notes, DTC will credit the accounts of exchanging participants with portions of the principal amount of the New Global Notes; and (2) ownership of these interests in the New Global Notes will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by DTC (with respect to the participants) or by the participants and the indirect participants (with respect to other owners of beneficial interest in the New Global Notes). Investors in the New Global Notes who are participants in DTC's system may hold their interests therein directly through DTC. Investors in the New Global Notes who are not participants may hold their interests therein indirectly through organizations that are participants in such system. All interests in a New Global Note may be subject to the procedures and requirements of DTC. Because DTC can act only on behalf of participants, which in turn act on behalf of indirect participants, the ability of a person having beneficial interests in a New Global Note to pledge such interests to persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests. Except as described below, owners of interests in the New Global Notes will not have new notes registered in their names, will not receive physical delivery of new notes in certificated form and will not be considered the registered owners or "holders" thereof under the Indenture for any purpose. For certain other restrictions on the transferability of the Notes, see "--Exchange of Global Notes for Certificated Notes." Redemption proceeds and payments in respect of the principal of, make-whole amount, if any, and interest on the New Global Notes will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC, in its capacity as the registered holder under the Indenture. DTC's practice is to credit participants' accounts, upon DTC's receipt of funds and corresponding detail information from First Industrial, L.P. or the Trustee, on the payable date in accordance with their respective holdings shown on DTC's records. Payments by participants to beneficial owners of new notes will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such participant and not of DTC, First Industrial, L.P. or the Trustee, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds and payments in respect of the principal of, and interest on, the New Global Notes to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of First Industrial, L.P. and the Trustee, disbursement of such payments to participants shall be the responsibility of DTC, and disbursement of such payments to the beneficial owners of new Notes shall be the responsibility of participants and indirect participants. Payments in respect of the principal of, make-whole amount, if any, and interest on a New Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the Indenture. Under the terms of the Indenture, First Industrial, L.P. and the Trustee will treat the persons in whose names the new Notes, including the New Global Notes, are registered as the owners thereof for the purpose of receiving payments and for all other purposes. Consequently, neither First Industrial, L.P., the Trustee nor any agent of First Industrial, L.P. or the Trustee has or will have any responsibility or liability for: (1) any aspect of DTC's records or any participant's or indirect participant's records relating to or payments made on account of beneficial ownership interest in the New Global Notes or for maintaining, supervising or reviewing any of DTC's records or any participant's or indirect participant's records relating to the beneficial ownership interests in the New Global Notes; or (2) any other matter relating to the actions and practices of DTC or any of its participants or indirect participants. -32- DTC has advised First Industrial, L.P. that its current practice, upon receipt of any payment in respect of securities such as the new notes (including principal, make-whole amount, if any, and interest), is to credit the accounts of the relevant participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the participants and the indirect participants to the beneficial owners of new notes will be governed by standing instructions and customary practices and will be the responsibility of the participants or the indirect participants and will not be the responsibility of DTC, the Trustee or First Industrial, L.P. Neither First Industrial, L.P. nor the Trustee will be liable for any delay by DTC or any of its participants in identifying the beneficial owners of the new notes, and First Industrial, L.P. and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes. DTC has advised First Industrial, L.P. that conveyance of notices and other communications by DTC to participants, by participants to indirect participants and by participants and indirect participants to beneficial owners of new notes will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. DTC has also advised First Industrial, L.P. that it will take any action permitted to be taken by a holder of new notes only at the direction of one or more participants to whose account with DTC interests in the New Global Notes are credited and only in respect of such portion of the aggregate principal amount of the new notes as to which such participant or participants has or have given such direction. However, if there is an event of default under the Notes, DTC reserves the right to exchange the New Global Notes for legended new notes in certificated form, and to distribute such new notes to its participants. Transfers between participants in DTC will be effected in accordance with DTC's procedures, and will be settled in same-day funds. DTC's ability to perform properly its services is also dependent upon other parties, including but not limited to issuers and their agents, as well as third party vendors from whom DTC licenses software and hardware, and third party vendors on whom DTC relies for information or the provision of services, including telecommunication and electrical utility service providers, among others. According to DTC, the foregoing information with respect to DTC has been provided for informational purposes only and is not intended to serve as a representation, warranty, or contract modification of any kind. Exchange of New Global Notes for Certificated Notes. A New Global Note is exchangeable for definitive new notes in registered certificated form if: o DTC -- notifies us that it is unwilling or unable to continue as depositary for the New Global Notes and we fail to appoint a successor depositary or -- has ceased to be a clearing agency registered under the Exchange Act; o we, at our option, notify the Trustee in writing that we elect to cause the issuance of certificated new notes; or o there shall have occurred and be continuing a default or event of default with respect to the Notes. -33- In addition, beneficial interests in a New Global Note may be exchanged for certificated new notes upon prior written notice given to the Trustee by or on behalf of DTC in accordance with the Indenture. In all cases, certificated new notes delivered in exchange for any New Global Note or beneficial interests in New Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures). Same-Day Settlement and Payment Payments in respect of the new notes represented by the New Global Notes (including principal and interest) will be made by wire transfer of immediately available funds to the accounts specified by the New Global Note holder. With respect to new notes in certificated form, we will make all payments of principal and interest by wire transfer of immediately available funds to the accounts specified by the holders thereof or, if no such account is specified, by mailing a check to each such holder's registered address. -34- THE EXCHANGE OFFER Purpose and Effect of Exchange Offer We sold the old notes on March 19, 2001 to the initial purchasers, who placed the old notes with certain institutional investors. First Industrial, L.P. and the initial purchasers entered into a registration rights agreement, concerning the placement of the old notes, under which we agreed, for the benefit of the holders of the old notes, that we would, at our cost, (1) within 90 days following the original issuance of the old notes, use our reasonable best efforts to file with the Securities and Exchange Commission the exchange offer registration statement under the Securities Act registering the issuance of a series of new notes of First Industrial, L.P. identical in all material respects to the series of old notes, except for references to certain interest rate provisions and restrictions on transfers, and (2) use our reasonable best efforts to cause the exchange offer registration statement to become effective under the Securities Act within 135 days following the original issuance of the old notes. Upon the effectiveness of the exchange offer registration statement, we will offer to the holders of the old notes the opportunity to exchange their old notes for an equal amount of new notes, to be issued without a restrictive legend and which may be reoffered and resold by the holder without restrictions or limitations under the Securities Act. The term "holder" concerning any note means any person in whose name the note is registered on our books or any other person who has obtained a properly completed bond power from the registered holder. Terms of the Exchange Offer Upon the terms and subject to the conditions described in this prospectus and in the accompanying letter of transmittal (which together constitute the exchange offer), we will accept for exchange old notes that are properly tendered on or before the expiration date and not withdrawn as permitted below. The term "expiration date" means 5:00 p.m., New York City time, on , 2001; but if we, in our sole discretion, extend the period of time during which the exchange offer is open, the term expiration date means the latest time and date to which the exchange offer is extended. We may choose to extend the period of time during which the exchange offer is open if we do not receive substantially all of the old notes in the exchange offer. As of the date of this prospectus, $200,000,000 aggregate principal amount of old notes are outstanding. This prospectus, along with the letter of transmittal, is first being sent on or about , 2001, to all holders of old notes known to us. Our obligation to accept old notes for exchange under the exchange offer is subject to certain customary conditions as described below under "--Certain Conditions to the Exchange Offer." We expressly reserve the right, at any time and from time to time, to extend the period of time during which the exchange offer is open, and, therefore, to delay acceptance for exchange of any old notes, by giving oral or written notice of an extension to the holders of the old notes as described below. During the extension, all old notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us. Any old notes not accepted for exchange for any reason will be returned without expense to the tendering holders of old notes as promptly as practicable after the expiration or termination of the exchange offer. Old notes tendered in the exchange offer must be in denominations of $1,000 or any integral multiple of $1,000. We expressly reserve the right to amend or terminate the exchange offer, and not to accept for exchange any old notes not previously accepted for exchange, upon the occurrence of any of the conditions to the exchange offer specified below under "--Certain Conditions to the Exchange Offer." We will give oral or written notice of any extension, amendment, non-acceptance or termination to the holder of the old notes as promptly as practicable, the notice in the case of any extension to be issued by a press release or other public announcement no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. -35- Procedures for Tendering Old Notes If you are a registered holder of old notes you may tender your old notes in the exchange offer. If you tender old notes to First Industrial, L.P. as described below, our acceptance of your old notes will constitute a binding agreement between you and First Industrial, L.P. upon the terms and subject to the conditions described in this prospectus and in the accompanying letter of transmittal. Except as described below, if you wish to tender old notes for exchange through the exchange offer, you must transmit either (1) a properly completed and duly executed letter of transmittal, including all other documents required by the letter of transmittal to the exchange agent at the address listed below under "Exchange Agent" on or before the expiration date or (2) if you tender your old notes under the procedures for book-entry transfer described below, you may transmit an agent's message to the exchange agent for the old notes instead of the letter of transmittal, in either case on or prior to the expiration date. In addition, either o certificates for the old notes must be received by the exchange agent along with the letter of transmittal, or o a timely confirmation of book-entry transfer (a "Book-Entry Confirmation") of the old notes, if this procedure is available, into the exchange agent's account at The Depository Trust Company (the "Book-Entry Transfer Facility") under the procedure for book-entry transfer described in this prospectus. The letter of transmittal or agent's message must be received by the exchange agent before the expiration date, or o the holder must comply with the guaranteed delivery procedures described below. The term "agent's message" means a message, transmitted to the exchange agent for the old notes, which states that the Book-Entry Transfer Facility has received an express acknowledgment from you that you have received and agree to be bound by the letter of transmittal and that First Industrial, L.P. may enforce the letter of transmittal against you. The method of delivery of old notes, letters of transmittal or the agent's message and all other required documents is at your election and risk. If you mail these documents, we recommend that you use registered mail, properly insured, with return receipt requested. Always allow sufficient time to assure timely delivery. Do not send letters of transmittal or old notes to the company. You may request your respective brokers, dealers, commercial banks, trust companies or nominees to effect the above transactions for you. If your old notes are registered in the name of a broker, dealer, commercial bank, trust company, or other nominee and you wish to tender your old notes in the exchange offer, then you should contact the registered holder promptly and instruct the registered holder to tender on your behalf. If you wish to tender on your own behalf, you must, before completing and executing the letter of transmittal and delivering the old notes, either make appropriate arrangements to register ownership of the old notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time. Signatures on a letter of transmittal or a notice of withdrawal described below (see "--Withdrawal of Tenders") must be guaranteed (see "--Guaranteed Delivery Procedures") unless the old notes surrendered for exchange are tendered (1) by a registered holder of the old notes who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on the letter of transmittal or (2) for the account of an Eligible Institution (as defined below). If signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, these guarantees must be by a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Me- -36- dallion Program, the New York Stock Exchange Medallion Program or the Stock Exchange Medallion Program (collectively, "Eligible Institutions"). If old notes are registered in the name of a person other than a signer of the letter of transmittal, the old notes surrendered for exchange must be endorsed by or be accompanied by a written instrument or instruments of transfer or exchange in satisfactory form as determined by us in our sole discretion, duly executed by the registered holder exactly as the name or names of the registered holder or holders appear on the old notes with the signature on it guaranteed by an Eligible Institution. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of old notes tendered for exchange will be determined by us in our discretion, which determination shall be final and binding. We reserve the absolute right to reject any and all tenders of any particular old notes not properly tendered or the acceptance of which might, in our judgment or in the judgment of our counsel, be unlawful. We also reserve the absolute right to waive any defects or irregularities or conditions of the exchange offer as to any particular old notes either before or after the expiration date (including the right to waiver the ineligibility of any holder who seeks to tender old notes in the exchange offer). Our interpretation of the terms and conditions of the exchange offer as to any particular old notes either before or after the expiration date (including the letter of transmittal and its instructions) shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old notes for exchange must be cured within a reasonable period of time as we shall determine. None of First Industrial, L.P., the exchange agent or any other person shall be under any duty to notify you of any defect or irregularity of any tender of old notes for exchange, nor shall any of them have any liability for failure to notify. By tendering old notes for exchange, you represent to us that, among other things: o the new notes acquired through the exchange offer are being acquired in the ordinary course of business of the person receiving the new notes, whether or not this person is the holder, and o that neither the holder nor the other person has any arrangement or understanding with any person to engage or participate in a distribution of the new notes. If any holder or any other person is an affiliate, as defined under Rule 405 of the Securities Act, of us or is engaged in or intends to engage in, or has an arrangement or understanding with any person to participate in, a distribution of the new notes to be acquired through the exchange offer, the holder or the other person o may not rely on the interpretation of the staff of the Securities and Exchange Commission otherwise applicable to the exchange offer and any resales of the new notes and o must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. Each broker-dealer that receives new notes for its own account in exchange for old notes, where the old notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. See "Plan of Distribution." The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not have admitted that it is an "underwriter" within the meaning of the Securities Act. Acceptance of Old Notes for Exchange; Delivery of New Notes Upon satisfaction or waiver of all of the conditions to the exchange offer, we will accept, promptly after the expiration date, any and all old notes properly tendered and not withdrawn before 5:00 p.m., New York City time, on the expiration date, and will issue the new notes through the exchange offer for delivery promptly after acceptance of the old notes after the expiration date. See "--Certain Conditions to the Exchange Offer" below. -37- For purposes of the exchange offer, we will be considered to have accepted properly tendered old notes for exchange when we have given oral or written notice of it to the exchange agent. For each old note accepted for exchange you will receive a new note having a principal amount equal to that of the surrendered old note. Accordingly, registered holders of new notes on the relevant record date for the first interest payment date following the consummation of the exchange offer will receive interest accruing from the most recent date of which interest has been paid on the old notes or, if no interest has been paid, from , 2001. Old notes accepted for exchange will cease to accrue interest from and after the date of consummation of the exchange offer. Holders whose old notes are accepted for exchange will not receive any payment of accrued interest on these old notes otherwise payable on any interest payment date for which the record date occurs on or after the completion of the exchange offer. Old notes not tendered or not accepted for exchange will continue to accrue interest from and after the date of the completion of the exchange offer. In all cases, issuance of new notes for old notes that are accepted for exchange through the exchange offer will be made only after timely receipt by the exchange agent of certificates for these old notes or a timely Book-Entry Confirmation of these old notes into the exchange agent's account at the Book-Entry Transfer Facility, a properly completed and duly executed letter of transmittal and all other required documents or, in the case of a Book-Entry Confirmation, an agent's message. If any tendered old notes are not accepted for any reason under the terms and conditions of the exchange offer or if old notes are submitted for a greater amount than the holder desires to exchange, those unaccepted or non-exchanged old notes will be returned without expense to the tendering holder of the notes or, in the case of old notes tendered by book-entry transfer into the exchange agent's account at the Book-Entry Transfer Facility according to the book-entry procedures described below, and any financial institution that is a participant in the Book-Entry Transfer Facility's systems may make book-entry delivery of old notes by causing the Book-Entry Transfer Facility under the Book-Entry Transfer Facility's procedures for transfer. However, although delivery of old notes may be effected through book-entry transfer at the Book-Entry Transfer Facility, the letter of transmittal or facsimile of it, with any required signature guarantees or an agent's message instead of a letter of transmittal, and any other required documents, must be transmitted to and received by the exchange agent at the address described below under "--Exchange Agent" on or before the expiration date or the guaranteed delivery procedures described below must be complied with. Guaranteed Delivery Procedures If a registered holder of the old notes desires to tender its old notes and the old notes are not immediately available, or time will not permit the holder's old notes or other required documents to reach the exchange agent before the expiration date, or the procedures for book-entry transfer cannot be completed on a timely basis, a tender may be effected if: o the tender is made through an Eligible Institution; o on or before 5:00 p.m., New York City time, on the expiration date, the exchange agent receives from the Eligible Institution a properly completed and duly executed letter of transmittal or a facsimile of it, and Notice of Guaranteed Delivery, substantially in the form provided by us, by telegram, telex, facsimile transmission, mail or hand delivery, setting forth the name and address of the holder of the old notes and the amount of old notes tendered, stating that the tender is being made by the delivery of the letter of transmittal and guaranteeing that within three New York Stock Exchange trading days after the date of execution of the Notice of Guaranteed Delivery, the certificates for all physically tendered old notes, in proper form for transfer, or a Book-Entry Confirmation and any other documents required by the letter of transmittal will be deposited by the Eligible Institution with the exchange agent; and -38- o the certificates for all physically tendered old notes, in paper form for transfer, or a Book-Entry Confirmation, and any other documents required by the letter of transmittal will be deposited with the exchange agent by the Eligible Institution within three New York Stock Exchange trading days after the date of execution of the Notice of Guaranteed Delivery. Withdrawal of Tenders Tenders of old notes may be withdrawn at any time before 5:00 p.m., New York City time, on the expiration date. For a withdrawal to be effective, a written notice of withdrawal must be received by the exchange agent at the address described below under "--Exchange Agent." This notice of withdrawal must specify the name of the person having tendered the old notes to be withdrawn, identify the old notes to be withdrawn, including the principal amount of the old notes, and, where certificates for old notes have been transmitted, specify the name in which the old notes are registered, if different from that of the withdrawing holder. If certificates for old notes have been delivered or otherwise identified to the exchange agent, then before the release of these certificates the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an Eligible Institution unless the holder is an Eligible Institution in which case the guarantee will not be required. If old notes have been tendered under the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn old notes and otherwise comply with the procedures of the facility. We will determine all questions concerning the validity, form and eligibility, including time of receipt, of the notices. This determination will be final and binding on all parties. Any old notes so withdrawn will be considered not to have been validly tendered for exchange and will be returned to the holder of the old notes without cost to the holder, or, in the case of old notes tendered by book-entry transfer into the exchange agent's account at the Book-Entry Transfer Facility maintained with the Book-Entry Transfer Facility for the old notes, as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn old notes may be retendered by following one of the procedures described under "--Procedures for Tendering Old Notes" above at any time on or before the expiration date. Material Conditions to the Exchange Offer Despite any other provisions of the exchange offer, and subject to our obligations under the registration rights agreement, we shall not be required to accept for exchange, or to issue new notes in exchange for, any old notes, and may terminate or amend the exchange offer, if, at any time before the acceptance of the new notes for exchange, any of the following events shall occur: (a) any injunction, order or decree shall have been issued by any court or any governmental agency that would prohibit, prevent or otherwise materially impair our ability to proceed with the exchange offer; (b) any change, or any development involving a prospective change, in our business or financial affairs or the business or financial affairs of any or our subsidiaries has occurred which, in our sole judgment, might materially impair our ability to proceed with the exchange offer or materially impair the contemplated benefits of the exchange offer to us; (c) any law, statute, rule or regulation is proposed, adopted or enacted, which, in our sole judgment, might materially impair our ability to proceed with the exchange offer or materially impair the contemplated benefits of the exchange offer to us; (d) any governmental approval has not been obtained, which approval we shall, in our sole discretion, consider necessary for the completion of the exchange offer; or -39- (e) the exchange offer will violate any applicable law or any applicable interpretation of the staff of the Securities and Exchange Commission. The above conditions are for our sole benefit and may be asserted by us in whole or in part at any time and from time to time in our sole discretion. Our failure at any time to exercise any of the above rights shall not be considered a waiver of any of these rights, and these rights shall be considered ongoing rights which may be asserted at any time and from time to time. In addition, we will not accept for exchange any old notes tendered, and no new notes will be issued in exchange for any of these old notes, if at the time any stop order is threatened by the Securities and Exchange Commission or in effect concerning the registration statement of which this prospectus is a part or the qualification of the indenture under the Trust Indenture Act of 1939. The exchange offer is not conditioned on any minimum principal amount of old notes being tendered for exchange. Exchange Agent U.S. Bank Trust National Association has been appointed as the exchange agent for the notes for the exchange offer. All executed letters of transmittal should be directed to the exchange agent at one of the addresses listed below. Questions and requests for assistance, requests for additional copies of this prospectus or of the letter of transmittal and requests for Notices of Guaranteed Delivery should be directed to the exchange agent addressed as follows: U.S. Bank Trust National Association Exchange Agent By Registered, Certified or Overnight Mail: U.S. Bank Trust National Association Attn: Specialized Finance 180 East Fifth Street St. Paul, MN 55101 By First Class Mail: U.S. Bank Trust National Association P.O. Box 64485 St. Paul, MN 55164-9549 By Hand (all others): U.S. Bank Trust National Association Fourth Floor - Bond Drop Window 180 East Fifth Street St. Paul, MN 55101 By Facsimile: (651) 244-1537 (for Eligible Institutions Only) Telephone Number: (800) 934-6802 Bondholder Services -40- Delivery of the letter of transmittal to an address other than one listed above or transmission of instructions via facsimile other than as listed above does not constitute a valid delivery of the letter of transmittal. The exchange agent also acts as trustee under the indenture. Resales of the New Notes Based on positions of the Securities and Exchange Commission described in Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991) and K-III Communications Corporation (available May 14, 1993), and similar no-action letters issued to third parties, we believe that the new notes issued in the exchange offer to a holder in exchange for old notes may be offered for resale, resold and otherwise transferred by any holder of old notes, except for a holder which is an affiliate of First Industrial, L.P. within the meaning of Rule 405 under the Securities Act, without compliance with the registration and prospectus delivery provisions of the Securities Act, if the new notes are acquired in the ordinary course of the holder's business and the holder is not participating, does not intend to participate and has no arrangement or understanding with any person to participate in the distribution of the new notes. We have not requested or obtained, and do not intend to seek, an interpretive letter from the staff of the Securities and Exchange Commission concerning this exchange offer, and neither we nor the holders of notes are entitled to rely on interpretive advice provided by the staff of the Securities and Exchange Commission to other persons, which advice was based on the facts and conditions represented in the letters. Although there can be no assurance that the staff of the Securities and Exchange Commission would make a similar determination relating to the exchange offer, the exchange offer is being conducted in a manner intended to be consistent with the facts and conditions represented in these letters. If any holder acquires new notes in the exchange offer to distribute or participate in a distribution of the new notes, the holder cannot rely on the position of the staff of the Securities and Exchange Commission described in the above no-action and interpretive letters and must comply with the registration and prospectus delivery requirements of the Securities Act concerning a secondary resale transaction, unless an exemption from registration is otherwise available. Each broker-dealer that receives new notes for its own account through the exchange offer must acknowledge that it will deliver a prospectus concerning any resale of the new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer concerning resales of new notes received in exchange for old notes where the old notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, except for old notes acquired directly from us. We have agreed that, for a period of 30 days after this prospectus is mailed to holders of the old notes, we will make this prospectus available to any broker-dealer for use in any resale. Under the registration rights agreement, we are required to allow the broker-dealers and other persons, if any, subject to similar prospectus delivery requirements to use this prospectus concerning the resale of the new notes. Fees and Expenses We will pay the expenses of soliciting tenders. The principal solicitation is being made by mail; however, additional solicitation may be made by telegraph, telephone or in person by our officers and regular employees and our affiliates. We have not retained any dealer-manager relating to the exchange offer and will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. However, we will pay the exchange agent reasonable and customary fees for its services and will reimburse the exchange agent and the trustee for reasonable out-of-pocket expenses relating to the exchange offer. These expenses include accounting and legal fees and printing costs, among others. -41- Transfer Taxes We will pay all transfer taxes, if any, applicable to the exchange of old notes through the exchange offer. If, however, certificates representing new notes or old notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the old notes tendered, or if tendered old notes are registered in the name of any person other than the person signing the letter of transmittal, or if a transfer tax is imposed for any reason other than the exchange of old notes under the exchange offer, then the amount of these transfer taxes, whether imposed on the registered holder or any other person, will be payable by the tendering holder. If satisfactory evidence of payment of these taxes or exemption from payment of these taxes is not submitted with the letter of transmittal, the amount of the transfer taxes must accompany the tender of old notes. Accounting Treatment The new notes will be recorded at the same carrying value as the old notes, which is the aggregate principal amount less discount as reflected in our accounting records on the date of the exchange. Accordingly, we will recognize no gain or loss for accounting purposes. The expenses of the exchange offer and the unamortized expenses related to the issuance of the old notes will be amortized over the term of the new notes. Regulatory Approvals We do not believe that we need to obtain any material federal or state regulatory approvals concerning the exchange offer. Other Participation in the exchange offer is voluntary and you should carefully consider whether to accept the terms and conditions of the exchange offer. You are urged to consult your financial and tax advisors in making your decisions on what action to take concerning to the exchange offer. As a result of the making of, and upon acceptance for exchange of all validly tendered old notes under the terms of, the exchange offer, we will have fulfilled a covenant contained in the terms of the old notes and the registration rights agreement. If you do not tender your old notes in the exchange offer you will continue to hold these old notes and will be entitled to all the rights, and limitations applicable to them, under the indenture, except for the rights under the registration rights agreement that by their terms terminate or cease to have further effect as a result of the making and completion of the exchange offer. All untendered old notes will continue to be subject to the restrictions on transfer contained in the indenture and we do not currently anticipate that we will register the old notes under the Securities Act. If old notes are tendered and accepted in the exchange offer, the trading market, if any, for any remaining old notes could be adversely affected. See "Risk Factors--Failure to exchange your old notes will leave them subject to transfer restrictions" and "-- There is currently no trading market for the new notes." -42- POLICIES WITH RESPECT TO CERTAIN ACTIVITIES OF FIRST INDUSTRIAL, L.P. The following is a discussion of investment, financing, conflicts of interest and other policies of First Industrial, L.P. These policies have been determined by First Industrial Realty Trust, Inc.'s board of directors, which is the general partner of First Industrial, L.P., and generally may be amended or revised from time to time by the board of directors without a vote of stockholders. Investment Policies It is First Industrial Realty Trust, Inc.'s policy that it will only engage in business activities through First Industrial, L.P. and its subsidiaries. For the purpose of these policies, the term "subsidiaries" when used with respect to First Industrial, L.P. includes partnerships, corporations and limited liability companies in which First Industrial, L.P. owns a majority of the economic interests. Investments in Real Estate or Interests in Real Estate. First Industrial, L.P.'s investment objectives are to increase cash flow and the value of its properties, to acquire established income-producing industrial properties with cash flow growth potential and to develop properties or undertake redevelopment projects. Additionally, where prudent and possible, First Industrial, L.P. will seek to expand and upgrade both its existing properties and any newly acquired properties. First Industrial, L.P.'s business will be focused solely on industrial properties. First Industrial, L.P.'s policy is to acquire assets primarily for generation of current income and long-term value appreciation; however, where appropriate, First Industrial, L.P. has sold, and may, in the future, sell, certain properties. First Industrial, L.P. expects to pursue its investment objectives through the direct and indirect ownership of properties and the ownership of interests in other entities. First Industrial, L.P. currently expects that it will make further investments in First Industrial Realty Trust, Inc.'s current markets, other than markets it has determined it will exit, and will expand into other markets within First Industrial Realty Trust, Inc.'s operating region as investment opportunities First Industrial, L.P. considers attractive become available. First Industrial, L.P. also may participate with other entities in property ownership through joint ventures or other types of co-ownership. Equity investments may be subject to existing mortgage financing and other indebtedness, or financing or indebtedness may be incurred in connection with acquiring investments. Any mortgage financing or other indebtedness will have priority over First Industrial Realty Trust, Inc.'s equity interest in that property. Investments in Real Estate Mortgages. While First Industrial, L.P. will emphasize equity real estate investments in industrial properties, it may, in its discretion, invest in mortgage loans and other interests related to industrial properties. First Industrial, L.P. does not presently intend to invest to a significant extent in mortgage loans, but may do so subject to the investment restrictions applicable to REITs. The mortgage loans in which First Industrial, L.P. may invest may be either first mortgage loans or junior mortgage loans, and may or may not be insured by a government agency. Securities of or Interests in Persons Primarily Engaged in Real Estate Activities and Other Issuers. Subject to the ownership limitations and gross income tests necessary for REIT qualification, First Industrial, L.P. also may invest in securities of entities engaged in real estate activities or securities of other issuers, including for the purpose of exercising control over those entities. First Industrial, L.P. may acquire all or substantially all of the securities or assets of other REITs or similar entities where the investments would be consistent with First Industrial, L.P.'s investment policies. In any event, First Industrial, L.P. does not intend that its -43- investments in securities will require it to register as an "investment company" under the Investment Company Act of 1940, and First Industrial, L.P. would intend to divest securities before registration would be required. Financing Policies It is First Industrial Realty Trust, Inc.'s policy that it will not incur indebtedness other than short-term trade, employee compensation, dividends payable or similar indebtedness that will be paid in the ordinary course of business, and that indebtedness will instead be incurred by First Industrial, L.P. to the extent necessary to fund the business activities conducted by First Industrial, L.P. and its subsidiaries. First Industrial, L.P. has no separate policy regarding the amount of debt it may incur, but rather is encompassed by First Industrial Realty Trust, Inc.'s policy in this regard. First Industrial Realty Trust, Inc. currently has a policy of maintaining a ratio of debt to total market capitalization (i.e., total consolidated debt of First Industrial Realty Trust, Inc. as a percentage of the aggregate market value of all outstanding shares of common stock, assuming the exchange of all limited partnership units of First Industrial, L.P. for common stock, plus the aggregate stated value of all outstanding shares of preferred stock, plus total consolidated debt), which generally will not exceed 50% and a coverage ratio (computed as total revenues minus property expenses and general and administrative expenses divided by interest expense plus dividends on preferred stock) of at least 2.0:1. As of March 31, 2001 First Industrial Realty Trust, Inc.'s ratio of debt to total market capitalization was 40.3% and for the twelve months ended March 31, 2001 First Industrial Realty Trust, Inc.'s coverage ratio was 2.22:1. However, the organizational documents of First Industrial Realty Trust, Inc. do not contain any limitation on the amount or percentage of indebtedness First Industrial Realty Trust, Inc. may incur and the First Industrial Realty Trust, Inc. board of directors has the power to alter the current policy. Accordingly, First Industrial Realty Trust, Inc. could become more highly leveraged, resulting in an increase in debt service that could adversely affect its ability to make expected distributions to stockholders and in an increased risk of default on its obligations. In addition, the Notes do not contain any provision that afford holders of the Notes protection in the event of a highly leveraged transaction or change in control of First Industrial, L.P. or First Industrial Realty Trust, Inc. To the extent that the board of directors determines to obtain additional debt financing, First Industrial Realty Trust, Inc. intends to do so generally through mortgages on its properties and lines of credit, but also may do so through the issuance of debt securities. These mortgages may be recourse, non-recourse or cross-collateralized and may contain cross-default provisions. First Industrial Realty Trust, Inc. does not have a policy limiting the number or amount of mortgages that may be placed on any particular property, but mortgage financing instruments usually limit additional indebtedness on those properties. Future credit facilities and lines of credit may be used for the purpose of making acquisitions or capital improvements or providing working capital to First Industrial Realty Trust, Inc. or meeting the taxable income distribution requirements for REITs under the Code if First Industrial Realty Trust, Inc. has taxable income without receipt of cash sufficient to enable First Industrial Realty Trust, Inc. to meet those distribution requirements. In the future, First Industrial Realty Trust, Inc. may seek to extend, expand, reduce or renew its acquisition facility, or obtain new credit facilities or lines of credit or issue debt securities, subject to its general policy on debt capitalization. Policies with Respect to Other Activities First Industrial, L.P. may, but does not presently intend to, make investments other than as previously described. First Industrial, L.P. has authority to offer limited partnership units and other equity or debt securities in exchange for property and to repurchase or otherwise reacquire limited partnership units or any other securities and may engage in those activities in the future. First Industrial, L.P. also may make loans to joint ventures in which it participates. First Industrial, L.P. will not engage in trading, underwriting or the agency distribution -44- or sale of securities of other issuers. At all times, First Industrial, L.P. intends to make investments in such a manner as to be consistent with the requirements of the Internal Revenue Code for First Industrial Realty Trust, Inc. to qualify as a REIT unless, because of circumstances or changes in the Internal Revenue Code, or the regulations promulgated thereunder, First Industrial Realty Trust, Inc.'s board of directors determines that is no longer in the best interests of First Industrial Realty Trust, Inc. to continue to have First Industrial Realty Trust, Inc. qualify as a REIT. First Industrial Realty Trust, Inc.'s policies with respect to those activities may be reviewed and modified from time to time by First Industrial Realty Trust, Inc.'s directors without notice to, or the vote of, its stockholders. Please see "Where You Can Find More Information" for how to obtain the reports filed by First Industrial Realty Trust, Inc. and First Industrial, L.P. with the Securities and Exchange Commission. The Annual Report on Form 10-K of each of First Industrial Realty Trust, Inc. and First Industrial, L.P. contain financial statements certified by independent public accountants. Additional Information About the Properties of First Industrial, L.P. and the Other Real Estate Partnerships First Industrial, L.P. and the Other Real Estate Partnerships compete with numerous commercial developers, real estate companies and other owners of real estate in seeking properties for acquisition and land for development. In addition, many of the properties owned by First Industrial, L.P. and the Other Real Estate Partnerships are located in areas that include other bulk warehouse and light industrial properties that compete for the same tenants as First Industrial, L.P and the Other Real Estate Partnerships. First Industrial, L.P. does not believe that the such competition is material to its business. FEDERAL INCOME TAX CONSIDERATIONS Ownership and Disposition of the New Notes The following discussion is a summary of certain United States federal income tax consequences expected to result from the ownership and disposition of the new notes by holders who acquire the new notes in the exchange offer and who hold the new notes as "capital assets" (generally, property held for investment) within the meaning of Section 1221 of the Code. This summary is based upon current provisions of the Code, applicable Treasury regulations, judicial authority and administrative rulings and practice, any of which may be altered with retroactive effect thereby changing the federal income tax consequences discussed below. There can be no assurance that the Internal Revenue Service will not take a contrary view, and no ruling from the IRS has been or will be sought. The United States federal income tax treatment of a holder of new notes may vary depending upon such holder's particular situation. Certain holders (including, but not limited to, certain financial institutions, partnerships or other passthrough entities, insurance companies, broker-dealers, expatriates and persons holding the new notes as part of a "straddle," "hedge" or "conversion transaction") may be subject to special rules not discussed below. PROSPECTIVE INVESTORS SHOULD CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES OF THE OWNERSHIP AND DISPOSITION OF THE NEW NOTES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY STATE, LOCAL, FOREIGN OR OTHER TAX LAWS. As used herein, the term "U.S. Holder" means a beneficial owner of new notes that is for United States federal income tax purposes -45- o a citizen or resident of the United States, o a corporation created or organized in or under the laws of the United States or of any political subdivision thereof, o an estate whose income is subject to United States federal income tax regardless of its source, o a trust, if both -- a court within the United States is able to exercise primary supervision over the administration of the trust and -- one or more United States persons have the authority to control all substantial decisions of the trust, or o certain trusts in existence on August 20, 1996, and treated as United States persons prior to such date, that elect to continue to be treated as United States persons. As used herein, the term "Non-U.S. Holder" means a beneficial owner of Notes that is, for United States federal income tax purposes, a non resident alien or a corporation, trust or estate that is not a U.S. Holder. U.S. Holders Exchange Offer. Pursuant to the exchange offer, the old notes may be exchanged for new notes, which do not differ materially either in kind or extent from the old notes. Accordingly, no gain or loss will be realized for United States federal income tax purposes upon an exchange of the old notes for the new notes pursuant to the exchange offer. A U.S. Holder will have the same basis and holding period in the new notes that it had in the old notes immediately prior to the exchange. Payments of Interest. In general, interest on a new note will be taxable to a U.S. Holder as ordinary income at the time it accrues or is received, in accordance with the U.S. Holder's regular method of accounting for United States federal income tax purposes. Market Discount. If a U.S. Holder purchases a new note (or purchased the old note for which the new note was exchanged) for an amount that is less than its principal amount by more than a de minimis amount, the excess of the principal amount over the U.S. Holder's purchase price will be treated as "market discount". Under the market discount rules, a U.S. Holder will be required to treat any gain realized on the sale, exchange, retirement or other disposition of a new note as ordinary income to the extent of the lesser of (i) the amount of such realized gain, or (ii) the market discount which has not previously been included in income and is treated as having accrued on such new note at the time of such disposition. Market discount will be considered to accrue on a straight-line basis during the period from the date of acquisition to the maturity date of the new note unless the U.S. Holder elects to accrue market discount on the basis of semiannual compounding. A U.S. Holder may be required to defer the deduction of all or a portion of the interest paid or accrued on any indebtedness incurred or maintained to purchase or carry a new note with market discount until the maturity of the new note or certain earlier dispositions. A U.S. Holder may elect to include market discount in income currently as it accrues, in which case the rules described above regarding the treatment as ordinary income of gain upon the disposition of the new note and regarding the deferral of interest deductions will not apply. Any election to include market discount in in- -46- come currently as it accrues applies to all taxable debt instruments acquired by the U.S. Holder on or after the first day of the first taxable year to which such election applies and may be revoked only with the consent of the IRS. Persons considering making this election should consult their tax advisors. Amortizable Bond Premium. If a U.S. Holder purchases a new note (or purchased the old note for which the new note was exchanged) for an amount in excess of its principal amount, the new note will be considered to have "amortizable bond premium" equal in amount to such excess. A U.S. Holder may elect to amortize such premium using a constant yield method over the remaining term of the new note and may offset interest otherwise required to be included in respect of the new note during the taxable year by the amortized amount of such excess for the taxable year. Any election to amortize bond premium applies to all taxable debt instruments acquired by the U.S. Holder on or after the first day of the first taxable year to which such election applies and may be revoked only with the consent of the IRS. Persons considering making this election should consult their own tax advisors. Sale, Retirement or Other Taxable Disposition. Except as discussed above under the discussion of market discount, a U.S. Holder of a new note will recognize gain or loss upon the sale, retirement or other taxable disposition of such Note in an amount equal to the difference between o the amount of cash and the fair market value of property received in exchange therefor (except to the extent attributable to the payment of accrued interest not previously taken into income, which generally will be taxable to a U.S. Holder as ordinary income) and o the U.S. Holder's adjusted tax basis in such new note. A U.S. Holder's tax basis in a new note generally will be equal to the price paid for the old note for which it was exchanged increased by any accrued market discount that the U.S. Holder has included in income and decreased by the amount of any amortizable bond premium taken with respect to such Note. Capital gain recognized by a non-corporate U.S. Holder from the sale of a capital asset that has been held for more than 12 months generally will be subject to tax at a rate not to exceed 20%, whereas capital gain recognized by a non-corporate U.S. Holder from the sale of a capital asset held for 12 months or less generally will be subject to tax at ordinary income tax rates. Capital gain recognized by a corporate U.S. Holder will be subject to tax at the ordinary income tax rates applicable to corporations regardless of the corporation's holding period. Non-U.S. Holders A Non-U.S. Holder will not be subject to United States federal income or withholding tax on payments of interest on a new note if such interest is not effectively connected with the conduct of a U.S. trade or business, unless such Non-U.S. Holder owns directly, or by attribution, 10% or more of the capital interests or profits interests of First Industrial, L.P. or is a controlled foreign corporation related to First Industrial, L.P., in which case such interest will be subject to a 30% withholding tax (unless reduced or eliminated by an applicable treaty). To qualify for the exemption from taxation (or the elimination or reduction of the applicable withholding tax under a treaty), the last United States payor in the chain of payment prior to payment to a Non-U.S. Holder (the "Withholding Agent") must have received, before payment, a statement that o is signed by the Non-U.S. Holder under penalties of perjury, o certifies that the Non-U.S. Holder is not a U.S. Holder, and o provides the name and address of the Non-U.S. Holder. -47- The statement may be made on an IRS Form W-8BEN or a substantially similar form, and the Non-U.S. Holder must inform the Withholding Agent of any change in the information on the statement within 30 days of such change. A Non-U.S. Holder generally will not be subject to federal income or withholding tax on any amount which constitutes gain upon retirement or disposition of a new note, unless the gain is effectively connected with the conduct of a trade or business in the United States by the Non-U.S. Holder or, in the case of a Non-U.S. Holder who is an individual, the Non-U.S. Holder is present in the United States for 183 days or more in the taxable year of the sale and certain other conditions are met. Certain other exceptions may be applicable, and a Non-U.S. Holder should consult its tax advisor in this regard. As noted above, an exchange of an old note for a new note pursuant to the exchange offer will not constitute a taxable exchange of the old note. If interest and other payments received by a Non-U.S. Holder with respect to the new notes (including proceeds from a sale, retirement or other disposition of the new notes) are effectively connected with the conduct by the Non-U.S. Holder of a trade or business within the United States (or the Non-U.S. Holder is otherwise subject to United States federal income taxation on a net basis with respect to such holder's ownership of the new notes), such Non-U.S. Holder will generally be subject to the rules described above for a U.S. Holder (subject to any modification provided under an applicable income tax treaty). Such Non-U.S. Holder may also be subject to the "branch profits tax" if such holder is a corporation. The new notes will not be includable in the estate of a Non-U.S. Holder who is an individual unless the individual owns directly, or by attribution, 10% or more of the capital interests or profits interests of First Industrial, L.P. or, at the time of such individual's death, payments in respect of the new note would have been effectively connected with the conduct by such individual of a trade or business in the United States. Backup Withholding Certain non-corporate U.S. Holders may be subject to backup withholding at a rate of 31% on payments of principal, Make-Whole Amounts, if any, and interest on, and the proceeds of the disposition of, the new notes, if the U.S. Holder: o fails to furnish its taxpayer identification number ("TIN"), which, for an individual, would be his or her Social Security number, o furnishes an incorrect TIN, o is notified by the IRS that it has failed to report payments of interest or dividends or o under certain circumstances, fails to certify, under penalty of perjury, that it has furnished a correct TIN and has not been notified by the IRS that it is subject to backup withholding tax for failure to report interest or dividend payments. In addition, such payments of principal, Make-Whole Amounts, if any, interest and disposition proceeds to U.S. Holders will generally be subject to information reporting. U.S. Holders should consult their tax advisors regarding their qualification for exemption from backup withholding and the procedure for obtaining such an exemption, if applicable. Backup withholding and information reporting generally will not apply to interest payments made to a Non-U.S. Holder of a new note who provides the certification described above (in the discussion of the payment of interest to Non-U.S. Holders) or otherwise establishes an exemption from backup withholding. Payments of principal or Make-Whole Amounts, if any, or the proceeds of a disposition of the new notes by or through a -48- United States office of a broker generally will be subject to backup withholding at a rate of 31% and information reporting unless the Non-U.S. Holder certifies its status as a Non-U.S. Holder under penalties of perjury or otherwise establishes an exemption. Payments of principal or Make-Whole Amounts, if any, or the proceeds of a disposition of the new notes by or through a foreign office of a United States broker or foreign broker with certain relationships to the United States generally will be subject to information reporting, but not backup withholding. Any amounts withheld under the backup withholding rules from a payment to a beneficial owner would be allowed as a refund or a credit against such beneficial owner's federal income tax liability provided the required information is furnished to the IRS. PLAN OF DISTRIBUTION Each broker-dealer that receives new notes for its own account through the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where the old notes were acquired by the broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 30 days after this prospectus is mailed to holders of the old notes, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any resale. We will not receive any proceeds from any sale of new notes by broker-dealers. New notes received by broker-dealers for their own account through the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions through the writing of options on the new notes or a combination of these methods of resale, at market prices prevailing at the time of resale, at prices related to prevailing market prices or at negotiated prices. The resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the broker-dealer and/or the purchasers of the new notes. Any broker-dealer that resells new notes that were received by it for its own account under the exchange offer and any broker or dealer that participates in a distribution of new notes may be considered to be an "underwriter" within the meaning of the Act and any profit of such resale of new notes and any commissions or concessions received by any person may be considered to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not have admitted that it is an "underwriter" within the meaning of the Securities Act. Each broker-dealer that receives new notes under the exchange offer agrees to notify us before using this prospectus in connection with the sale or transfer of new notes and will be notified by us of the happening of any event which makes any statement in this prospectus untrue in any material respect or which requires the making of any changes in this prospectus to make the statements in this prospectus not misleading, which notice we agree to deliver promptly to the broker-dealer. We have agreed to pay all expenses for the exchange offer other than commissions or concessions of any brokers or dealers and will indemnify the holders of the notes participating in the exchange offer (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act. LEGAL MATTERS Certain legal matters concerning the new notes will be passed upon for us by Cahill Gordon & Reindel, New York, New York. -49- EXPERTS The consolidated financial statements incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2000 for First Industrial, L.P., have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. -50- PRINCIPAL OFFICE OF FIRST INDUSTRIAL, L.P.: 311 S. Wacker Drive Chicago, Illinois 60606 (312) 344-4300 TRUSTEE, PAYING AGENT AND REGISTRAR: U.S. Bank Trust National Association U.S. Bank Trust Center 180 East Fifth Street St. Paul, Minnesota 55101 EXCHANGE AGENT: U.S. Bank Trust National Association By Registered, Certified or Overnight Mail: U.S. Bank Trust National Association Attn: Specialized Finance 180 East Fifth Street St. Paul, MN 55101 By First Class Mail: U.S. Bank Trust National Association P.O. Box 64485 St. Paul, MN 55164-9549 By Hand (all others): U.S. Bank Trust National Association Fourth Floor - Bond Drop Window 180 East Fifth Street St. Paul, MN 55101 By Facsimile: (651) 244-1547 (for Eligible Institutions Only) Telephone Number: (800) 934-6802 Bondholder Services - -------------------------------------------------------------------------------- , 2001 FIRST INDUSTRIAL, L.P. $200,000,000 7.375% senior notes due 2011 -------------- PROSPECTUS -------------- - -------------------------------------------------------------------------------- We have not authorized any dealer, salesperson or other person to give you written information other than this prospectus or to make representations as to matters not stated in this prospectus. You must not rely on unauthorized information. This prospectus is not an offer to sell these securities or our solicitation of your offer to buy the securities in any jurisdiction where that would not be permitted or legal. Neither the delivery of this prospectus nor any sales made hereunder after the date of this prospectus shall create an implication that the information contained herein or our affairs have not changed since the date hereof. - -------------------------------------------------------------------------------- PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Sixth Amended and Restated Agreement of Limited Partnership of First Industrial, L.P. ("First Industrial, L.P.") contains provisions indemnifying First Industrial Realty Trust, Inc. and its officers, directors and stockholders to the fullest extent permitted by the Delaware Revised Uniform Limited Partnership Act. ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES Exhibit Number Description 3.1 Sixth Amended and Restated Limited Partnership Agreement of First Industrial, L.P., dated March 18, 1998 (the "L.P. Agreement") (incorporated by reference to Exhibit 10.1 of First Industrial Realty Trust, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-13102). 3.2 First Amendment to the L.P. Agreement, dated April 1, 1998 (incorporated by reference to Exhibit 10.2 of the Form 10-Q of First Industrial Realty Trust, Inc. for the fiscal quarter ended March 31, 1998, File No. 1-13102). 3.3 Second Amendment to the L.P. Agreement, dated April 3, 1998 (incorporated by reference to Exhibit 10.3 of the Form 10-Q of First Industrial Realty Trust, Inc. for the fiscal quarter ended March 31, 1998, File No. 1-13102). 3.4 Third Amendment to the L.P. Agreement, dated April 16, 1998 (incorporated by reference to Exhibit 10.4 of the Form 10-Q of First Industrial Realty Trust, Inc. for the fiscal quarter ended March 31, 1998, File No. 1-13102). 3.5 Fourth Amendment to the L.P. Agreement, dated June 24, 1998 (incorporated by reference to Exhibit 10.2 of the Form 10-Q of First Industrial Realty Trust, Inc. for the fiscal quarter ended June 30, 1998, File No. 1-13102). 3.6 Fifth Amendment to the L.P. Agreement, dated July 16, 1998 (incorporated by reference to Exhibit 10.3 of the Form 10-Q of First Industrial Realty Trust, Inc. for the fiscal quarter ended June 30, 1998, File No. 1-13102). 3.7 Sixth Amendment to the L.P. Agreement, dated August 31, 1998 (incorporated by reference to Exhibit 10.2 of the Form 10-Q of First Industrial Realty Trust, Inc. for the fiscal quarter ended September 30, 1998, File No. 1-13102). 3.8 Seventh Amendment to the L.P. Agreement, dated October 21, 1998 (incorporated by reference to Exhibit 10.3 of the Form 10-Q of First Industrial Realty Trust, Inc. for the fiscal quarter ended September 30, 1998, File No. 1-13102). II-1 3.9 Eighth Amendment to the L.P. Agreement, dated October 30, 1998 (incorporated by reference to Exhibit 10.4 of the Form 10-Q of First Industrial Realty Trust, Inc. for the fiscal quarter ended September 30, 1998, File No. 1-13102). 3.10 Ninth Amendment to the L.P. Agreement, dated November 5, 1998 (incorporated by reference to Exhibit 10.5 of the Form 10-Q of First Industrial Realty Trust, Inc. for the fiscal quarter ended September 30, 1998, File No. 1-13102). 3.11 Tenth Amendment to the L.P. Agreement, dated January 28, 2000 (incorporated by reference to Exhibit 10.11 of First Industrial Realty Trust, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999, File No. 1-3102). 3.12 Eleventh Amendment to the L.P. Agreement, dated January 28, 2000 (incorporated by reference to Exhibit 10.12 of First Industrial Realty Trust, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999, File No. 1-3102). 3.13 Twelfth Amendment to the L.P. Agreement, dated as of June 27, 2000 (incorporated by reference to Exhibit 10.2 of the Form 10-Q of First Industrial Realty Trust, Inc. for the fiscal quarter ended June 30, 2000, File No. 1-13102). 3.14 Thirteenth Amendment to the L.P. Agreement, dated as of September 1, 2000 (incorporated by reference to Exhibit 10.1 of the Form 10-Q of First Industrial Realty Trust, Inc. for the fiscal quarter ended September 30, 2000, File No. 1-13102). 3.15 Fourteenth Amendment to the L.P. Agreement, dated as of October 13, 2000 (incorporated by reference to Exhibit 10.2 of the Form 10-Q of First Industrial Realty Trust, Inc. for the fiscal quarter ended September 30, 2000, File No. 1-13102). 3.16 Fifteenth Amendment to the L.P. Agreement, dated as of October 13, 2000 (incorporated by reference to Exhibit 10.3 of the Form 10-Q of First Industrial Realty Trust, Inc. for the fiscal quarter ended September 30, 2000, File No. 1-13102). 3.17 Sixteenth Amendment to the L.P. Agreement, dated as of October 27, 2000 (incorporated by reference to Exhibit 10.4 of the Form 10-Q of First Industrial Realty Trust, Inc. for the fiscal quarter ended September 30, 2000, File No. 1-13102). 3.18 Seventeenth Amendment to the L.P. Agreement, dated as of January 25, 2001 (incorporated by reference to Exhibit 10.18 of First Industrial Realty Trust, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2000). 3.19 Eighteenth Amendment to the L.P. Agreement, dated as of February 13, 2001 (incorporated by reference to Exhibit 10.19 of First Industrial Realty Trust, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2000). II-2 4.1 Indenture, dated as of May 13, 1997, between First Industrial, L.P. and First Trust National Association, as Trustee (incorporated by reference to Exhibit 4.1 of the Form 10-Q of First Industrial Realty Trust, Inc. for the fiscal quarter ended March 31, 1997, as amended by Form 10-Q/A No. 1 of First Industrial Realty Trust, Inc. filed May 30, 1997, File No. 1-13102). 4.2 Supplemental Indenture No. 6, dated as of March 19, 2001, between First Industrial, L.P. and the U.S. Bank Trust National Association, relating to First Industrial, L.P.'s 7.375% Senior Notes due March 15, 2011 (incorporated by reference to Exhibit 4.16 of First Industrial, L.P.'s Annual Report on Form 10-K for the year ended December 31, 2000. 4.3 7.375% Senior Note due March 15, 2011 in principal amount of $200 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.15 of First Industrial, L.P.'s Annual Report on Form 10-K for the year ended December 31, 2000. 4.4 Registration Rights Agreement, dated as of March 19, 2001, among First Industrial, L.P. and Credit Suisse First Boston Corporation, Chase Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney Inc., Banc of America Securities LLC, Banc One Capital Markets, Inc. and UBS Warburg LLC (incorporated by reference to Exhibit 4.17 of First Industrial, L.P.'s Annual Report on Form 10-K for the year ended December 31, 2000). 4.5* Purchase Agreement, dated as of March 12, 2001, among First Industrial, L.P. and Credit Suisse First Boston Corporation, Chase Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney Inc., Banc of America Securities LLC, Banc One Capital Markets, Inc. and UBS Warburg LLC. 5* Opinion of Cahill Gordon & Reindel, counsel to First Industrial, L.P., as to the legality of the securities being registered. 12.* Computation of earnings to fixed charges of First Industrial, L.P. 23.1* Consent of PricewaterhouseCoopers LLP. 23.2* Consent of Cahill Gordon & Reindel (included in Exhibit 5). 24* Power of Attorney (included on pages II-6-II-7). 25* Statement of eligibility of Trustee on Form T-1. 99.1* Form of Letter of Transmittal. 99.2* Form of Notice of Guaranteed Delivery. - ----------------------- * Filed herewith. II-3 ITEM 22. UNDERTAKINGS. (a) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (b) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. (c) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This undertaking includes information contained in documents filed subsequent to the effective date of this registration statement through the date of responding to the request. (d) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction and the company being acquired involved therein, that was not the subject of and included in this registration statement when it became effective. II-4 SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on June 14, 2001. FIRST INDUSTRIAL, L.P. By: First Industrial Realty Trust, Inc. By: /s/ Michael J. Havala ------------------------------------------ Name: Michael J. Havala Title: Chief Financial Officer II-5 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael W. Brennan and Michael J. Havala, and each of them (with full power to each of them to act alone), his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign this Registration Statement on Form S-4, to sign any and all pre- or post-effective amendments to this Registration Statement on Form S-4 and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such matters, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Signature Title Date --------- ----- ---- /s/ Michael W. Brennan President, Chief June 14, 2001 - ------------------------------------------- Executive Officer and Michael W. Brennan Director (Principal Executive Officer) /s/ Michael J. Havala Chief Financial Officer June 14, 2001 - ------------------------------------------- (Principal Financial Michael J. Havala and Accounting Officer) /s/ Michael G. Damone Director of Strategic June 14, 2001 - ------------------------------------------- Planning and Director Michael G. Damone /s/ John L. Lesher Director June 14, 2001 - ------------------------------------------- John L. Lesher /s/ Kevin W. Lynch Director June 14, 2001 - ------------------------------------------- Kevin W. Lynch /s/ John E. Rau Director June 14, 2001 - ------------------------------------------- John E. Rau /s/ Jay H. Shidler Chairman of the Board June 14, 2001 - ------------------------------------------- of Directors Jay H. Shidler Director - ------------------------------------------- Robert J. Slater II-6 Signature Title Date --------- ----- ---- /s/ W. Edwin Tyler Director June 14, 2001 - ------------------------------------------- W. Edwin Tyler /s/ J. Steven Wilson Director June 14, 2001 - ------------------------------------------- J. Steven Wilson
II-7 EXHIBIT INDEX Exhibit Number Description 3.1 Sixth Amended and Restated Limited Partnership Agreement of First Industrial, L.P., dated March 18, 1998 (the "L.P. Agreement") (incorporated by reference to Exhibit 10.1 of First Industrial Realty Trust, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1997, File No. 1-13102). 3.2 First Amendment to the L.P. Agreement, dated April 1, 1998 (incorporated by reference to Exhibit 10.2 of the Form 10-Q of First Industrial Realty Trust, Inc. for the fiscal quarter ended March 31, 1998, File No. 1-13102). 3.3 Second Amendment to the L.P. Agreement, dated April 3, 1998 (incorporated by reference to Exhibit 10.3 of the Form 10-Q of First Industrial Realty Trust, Inc. for the fiscal quarter ended March 31, 1998, File No. 1-13102). 3.4 Third Amendment to the L.P. Agreement, dated April 16, 1998 (incorporated by reference to Exhibit 10.4 of the Form 10-Q of First Industrial Realty Trust, Inc. for the fiscal quarter ended March 31, 1998, File No. 1-13102). 3.5 Fourth Amendment to the L.P. Agreement, dated June 24, 1998 (incorporated by reference to Exhibit 10.2 of the Form 10-Q of First Industrial Realty Trust, Inc. for the fiscal quarter ended June 30, 1998, File No. 1-13102). 3.6 Fifth Amendment to the L.P. Agreement, dated July 16, 1998 (incorporated by reference to Exhibit 10.3 of the Form 10-Q of First Industrial Realty Trust, Inc. for the fiscal quarter ended June 30, 1998, File No. 1-13102). 3.7 Sixth Amendment to the L.P. Agreement, dated August 31, 1998 (incorporated by reference to Exhibit 10.2 of the Form 10-Q of First Industrial Realty Trust, Inc. for the fiscal quarter ended September 30, 1998, File No. 1-13102). 3.8 Seventh Amendment to the L.P. Agreement, dated October 21, 1998 (incorporated by reference to Exhibit 10.3 of the Form 10-Q of First Industrial Realty Trust, Inc. for the fiscal quarter ended September 30, 1998, File No. 1-13102). II-8 3.9 Eighth Amendment to the L.P. Agreement, dated October 30, 1998 (incorporated by reference to Exhibit 10.4 of the Form 10-Q of First Industrial Realty Trust, Inc. for the fiscal quarter ended September 30, 1998, File No. 1-13102). 3.10 Ninth Amendment to the L.P. Agreement, dated November 5, 1998 (incorporated by reference to Exhibit 10.5 of the Form 10-Q of First Industrial Realty Trust, Inc. for the fiscal quarter ended September 30, 1998, File No. 1-13102). 3.11 Tenth Amendment to the L.P. Agreement, dated January 28, 2000 (incorporated by reference to Exhibit 10.11 of First Industrial Realty Trust, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999, File No. 1-3102). 3.12 Eleventh Amendment to the L.P. Agreement, dated January 28, 2000 (incorporated by reference to Exhibit 10.12 of First Industrial Realty Trust, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1999, File No. 1-3102). 3.13 Twelfth Amendment to the L.P. Agreement, dated as of June 27, 2000 (incorporated by reference to Exhibit 10.2 of the Form 10-Q of First Industrial Realty Trust, Inc. for the fiscal quarter ended June 30, 2000, File No. 1-13102). 3.14 Thirteenth Amendment to the L.P. Agreement, dated as of September 1, 2000 (incorporated by reference to Exhibit 10.1 of the Form 10-Q of First Industrial Realty Trust, Inc. for the fiscal quarter ended September 30, 2000, File No. 1-13102). 3.15 Fourteenth Amendment to the L.P. Agreement, dated as of October 13, 2000 (incorporated by reference to Exhibit 10.2 of the Form 10-Q of First Industrial Realty Trust, Inc. for the fiscal quarter ended September 30, 2000, File No. 1-13102). 3.16 Fifteenth Amendment to the L.P. Agreement, dated as of October 13, 2000 (incorporated by reference to Exhibit 10.3 of the Form 10-Q of First Industrial Realty Trust, Inc. for the fiscal quarter ended September 30, 2000, File No. 1-13102). 3.17 Sixteenth Amendment to the L.P. Agreement, dated as of October 27, 2000 (incorporated by reference to Exhibit 10.4 of the Form 10-Q of First Industrial Realty Trust, Inc. for the fiscal quarter ended September 30, 2000, File No. 1-13102). 3.18 Seventeenth Amendment to the L.P. Agreement, dated as of January 25, 2001 (incorporated by reference to Exhibit 10.18 of First Industrial Realty Trust, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2000). 3.19 Eighteenth Amendment to the L.P. Agreement, dated as of February 13, 2001 (incorporated by reference to Exhibit 10.19 of First Industrial Realty Trust, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2000). II-9 4.1 Indenture, dated as of May 13, 1997, between First Industrial, L.P. and First Trust National Association, as Trustee (incorporated by reference to Exhibit 4.1 of the Form 10-Q of First Industrial Realty Trust, Inc. for the fiscal quarter ended March 31, 1997, as amended by Form 10-Q/A No. 1 of First Industrial Realty Trust, Inc. filed May 30, 1997, File No. 1-13102). 4.2 Supplemental Indenture No. 6, dated as of March 19, 2001, between First Industrial, L.P. and the U.S. Bank Trust National Association, relating to First Industrial, L.P.'s 7.375% Senior Notes due March 15, 2011 (incorporated by reference to Exhibit 4.16 of First Industrial, L.P.'s Annual Report on Form 10-K for the year ended December 31, 2000. 4.3 7.375% Senior Note due March 15, 2011 in principal amount of $200 million issued by First Industrial, L.P. (incorporated by reference to Exhibit 4.15 of First Industrial, L.P.'s Annual Report on Form 10-K for the year ended December 31, 2000. 4.4 Registration Rights Agreement, dated as of March 19, 2001, among First Industrial, L.P. and Credit Suisse First Boston Corporation, Chase Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney Inc., Banc of America Securities LLC, Banc One Capital Markets, Inc. and UBS Warburg LLC (incorporated by reference to Exhibit 4.17 of First Industrial, L.P.'s Annual Report on Form 10-K for the year ended December 31, 2000). 4.5* Purchase Agreement, dated as of March 12, 2001, among First Industrial, L.P. and Credit Suisse First Boston Corporation, Chase Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon Smith Barney Inc., Banc of America Securities LLC, Banc One Capital Markets, Inc. and UBS Warburg LLC. 5* Opinion of Cahill Gordon & Reindel, counsel to First Industrial, L.P., as to the legality of the securities being registered. 12.* Computation of earnings to fixed charges of First Industrial, L.P. 23.1* Consent of PricewaterhouseCoopers LLP. 23.2* Consent of Cahill Gordon & Reindel (included in Exhibit 5). 24* Power of Attorney (included on pages II-6-II-7). 25* Statement of eligibility of Trustee on Form T-1. 99.1* Form of Letter of Transmittal. 99.2* Form of Notice of Guaranteed Delivery. - ----------------------- * Filed herewith. II-10 EX-4.5 2 ex45.txt PURCHASE AGREEMENT EXHIBIT 4.5 First Industrial, L.P. $200,000,000 of 7.375% Notes due March 15, 2011 Purchase Agreement March 12, 2001 CREDIT SUISSE FIRST BOSTON CORPORATION CHASE SECURITIES INC. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED SALOMON SMITH BARNEY INC. BANC OF AMERICA SECURITIES LLC BANC ONE CAPITAL MARKETS, INC. UBS WARBURG LLC c/o Chase Securities Inc. 270 Park Avenue New York, New York 10017 Ladies and Gentlemen: First Industrial, L.P., a Delaware limited partnership (the "Operating Partnership"), by this agreement (the "Agreement") proposes to issue and sell to the initial purchasers severally and not jointly named in Schedule II hereto (collectively, the "Initial Purchasers"), for whom Chase Securities Inc. and Credit Suisse First Boston Corporation are acting as representatives (in such capacity, the "Representatives"), the principal amount of its debt securities identified in Schedule I hereto (the "Securities"), each as specified in Schedule I hereto. The sale of the Securities to the Initial Purchasers will be made without registration under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), in reliance upon an exemption therefrom. In connection with the sale of the Securities, the Operating Partnership has prepared an offering memorandum dated March 12, 2001 (including any documents incorporated by reference therein and any exhibits thereto, the "Offering Memorandum") setting forth certain information concerning the Operating Partnership, First Industrial Realty Trust, Inc., a Maryland corporation and the sole general partner of the Operating Partnership (the "Company") and the Securities, for the solicitation or purchase of, or the offering of the Securities to the Subsequent Purchasers (as defined below). The Securities will be issued under an indenture, dated as of May 13, 1997 (the "Original Indenture"), between the Operating Partnership and U.S. Bank Trust National Association, as trustee (the "Trustee"). The title, aggregate principal amount, rank, interest rate or formula and timing of payments thereof, stated maturity date, redemption and/or repayment provisions, sinking fund requirements and any other variable terms of the Securities shall be established by or pursuant to supplemental indenture No. 6 to the Original Indenture (as so supplemented, and as the same may be amended or further supplemented from time to time, the "Indenture") to be entered into between the Operating Partnership and the Trustee on or prior to the Closing Date (as defined in Section 3). The Operating Partnership understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers ("Subsequent Purchasers") at any time after the date of this Agreement. The Securities are to be offered and sold through the Initial Purchasers without being registered under the Securities Act, in reliance upon exemptions therefrom. Pursuant to the terms of the Securities and the Indenture, investors that acquire Securities may only resell or otherwise transfer such Securities if such Securities are hereafter registered under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemption afforded by Rule 144A ("Rule 144A") or Regulation S ("Regulation S") of the Securities Act. The Initial Purchasers and their direct and indirect transferees will be entitled to the benefits of a Registration Rights Agreement, to be dated as of the Closing Date and to be substantially in the form attached hereto as Exhibit A (the "Registration Rights Agreement"). Each of the Company and the Operating Partnership hereby severally agrees with the Initial Purchasers as follows: 1. The Operating Partnership agrees to issue and sell the Securities to the several Initial Purchasers as hereinafter provided, and each Initial Purchaser, on the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees to purchase, severally and not jointly, from the Operating Partnership the respective principal amount of Securities set forth opposite such Initial Purchaser's name in Schedule II hereto at the purchase price set forth in Schedule I hereto plus accrued interest, if any, from the date specified in Schedule I hereto to the date of payment and delivery. 2. The Operating Partnership understands that the Initial Purchasers intend (i) to offer their respective portions of the Securities, as soon after this Agreement has become effective as in the judgment of the Initial Purchasers is advisable, to the Subsequent Purchasers in reliance on Rule 144A or Regulation S and (ii) initially to offer the Securities upon the terms set forth in the Offering Memorandum. The Operating Partnership and the Company confirm that they have authorized the Initial Purchasers, subject to the restrictions set forth below, to distribute copies of the Offering Memorandum in connection with the offering of the Securities. Each Initial Purchaser hereby makes to the Operating Partnership and the Company the following representations and agreements: (i) it is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act; and (ii) (A) it will not solicit offers for, or offer to sell, the Securities by any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act ("Regulation D")) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act and (B) it will solicit offers for the Securities only from, and will offer the Securities only to, persons who it reasonably believes to be (1) "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act or (2) non-U.S. persons outside the United States, as determined under Regulation S, to whom each Initial Purchaser reasonably believes offers and sales may be made in reliance on Regulation S. 3. Payment for the Securities shall be made to the Operating Partnership or to its order in immediately available funds on the date and at the time and place set forth in Schedule I hereto (or at 2 such other time and place on the same or such other date, not later than the third Business Day thereafter, as you and the Operating Partnership may agree in writing). Such payment will be made upon delivery to, or to you for the respective accounts of, the Initial Purchasers of the Securities registered in such names and in such denominations as you shall request not less than two full Business Days prior to the date of delivery, with any transfer taxes payable in connection with transfer to the Initial Purchasers duly paid by the Operating Partnership. As used herein, the term "Business Day" means any day other than a day on which banks are permitted or required to be closed in New York City or the City of Chicago. The time and date of such payment and delivery with respect to the Securities are referred to herein as the "Closing Date." The Securities will be delivered through the book entry facilities of The Depository Trust Company ("DTC") and will be made available for inspection by you by 1:00 P.M. New York City time on the Business Day prior to the Closing Date at such place in New York City as you, DTC and the Operating Partnership shall agree. 4. The Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least one full Business Day prior to the Closing Date. The Securities will be made available for examination and packaging by the Representatives in the City of New York no later than 10:00 A.M. (Eastern Time) on the Business Day prior to the Closing Date. 5. The Company and the Operating Partnership, jointly and severally, represent and warrant to each Initial Purchaser as of the date hereof and the Closing Date that: (a) The Offering Memorandum is accurate in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the Offering Memorandum, as amended or supplemented, if applicable, will be at the Closing Date accurate in all material respects and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b) The Offering Memorandum shall incorporate by reference (i) the most recent Annual Report of the Operating Partnership on Form 10-K (the "Annual Report") filed with the Securities and Exchange Commission (the "Commission"), (ii) each Quarterly Report of the Operating Partnership on Form 10-Q and each Current Report of the Operating Partnership on Form 8-K filed with the Commission since the filing of the end of the fiscal year to which such Annual Report relates and (iii) the Annual Report of the Company on Form 10-K. The documents incorporated or deemed to be incorporated by reference in the Offering Memorandum at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (the "Exchange Act") and, when read together with the other information in the Offering Memorandum, at the time the Offering Memorandum was issued and on the Closing Date, did not and will not include an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (c) The Company has been duly organized and is validly existing as a corporation under and by virtue of the laws of the State of Maryland, and is in good standing with the State Department of Assessments and Taxation of Maryland. The Operating Partnership has been duly organized and is validly existing as a limited partnership in good standing under and by virtue of the Delaware Revised Uniform Limited Partnership Act. Each of First Industrial Financing Partnership, L.P. (the "Financing Partnership"), First Industrial Securities, L.P. ("Securities, L.P."), First Industrial Mortgage Partnership, 3 L.P. (the "Mortgage Partnership") and First Industrial Pennsylvania Partnership, L.P. ("FIP") (the Financing Partnership, Securities, L.P., the Mortgage Partnership and FIP are referred to collectively herein as the "Partnership Subsidiaries") has been duly organized and is validly existing as a limited partnership in good standing under and by virtue of the laws of its jurisdiction of organization. Each of First Industrial Securities Corporation ("FISC"), First Industrial Finance Corporation ("FIFC"), First Industrial Mortgage Corporation ("FIMC"), F.R. Development Services, Inc. ("FRDSI") and First Industrial Pennsylvania Corporation ("FIPC") (FISC, FIFC, FIMC, FRDSI and FIPC are referred to collectively herein as the "Corporate Subsidiaries," and the Partnership Subsidiaries and the Corporate Subsidiaries are referred to herein collectively as the "Subsidiaries"), has been duly organized and is validly existing as a corporation in good standing under and by virtue of the laws of its jurisdiction of incorporation. Other than the Subsidiaries, no entities in which the Company owns any equity securities constitute, individually or in the aggregate, a "significant subsidiary" under Rule 1-02 of Regulation S-X promulgated under the Exchange Act. The Company is the sole general partner of the Operating Partnership. FIFC is a wholly owned subsidiary of the Company and is the sole general partner of the Financing Partnership. FIMC is a wholly owned subsidiary of the Company and is the sole general partner of the Mortgage Partnership. FISC is a wholly owned subsidiary of the Company and is the sole general partner of Securities, L.P. The Operating Partnership and FISC are the only limited partners of Securities, L.P. FIPC is a wholly owned subsidiary of the Company and is the sole general partner of FIP. FRDSI is a wholly owned subsidiary of the Operating Partnership. The Operating Partnership is the sole limited partner of each Partnership Subsidiary (except for Securities, L.P.). The Company, the Operating Partnership and each of the Subsidiaries has, and at the Closing Date will have, full corporate or partnership power and authority, as the case may be, to conduct all the activities conducted by it, to own, lease or operate all the properties and other assets owned, leased or operated by it and to conduct its business in which it engages or proposes to engage as described in the Offering Memorandum and the transactions contemplated hereby and thereby. The Company and each of the Corporate Subsidiaries is, and at the Closing Date will be, duly qualified or registered to do business and in good standing as a foreign corporation in all jurisdictions in which the nature of the activities conducted by it or the character of the properties and assets owned, leased or operated by it makes such qualification or registration necessary, except where failure to obtain such qualifications or registration will not have a material adverse effect on (i) the condition, financial or otherwise, or the earnings, assets or business affairs or prospects of the Operating Partnership, Company and their Subsidiaries, taken as a whole or on the 969 in service properties owned, directly or indirectly, by the Company as of December 31, 2000 (the "Properties") taken as a whole, (ii) the issuance, validity or enforceability of the Securities or (iii) the consummation of any of the transactions contemplated by this Agreement (each a "Material Adverse Effect"), which jurisdictions of foreign qualification or registration are attached on Schedule III hereto. The Operating Partnership and each of the Partnership Subsidiaries is, and at the Closing Date will be, duly qualified or registered to do business and in good standing as a foreign limited partnership in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned, leased or operated by it makes such qualification or registration necessary, except where failure to obtain such qualifications or registration will not have a Material Adverse Effect, which jurisdictions of foreign qualification or registration are attached on Schedule III hereto. Complete and correct copies of the articles of incorporation and of the by-laws of the Company, the certificate of limited partnership and agreement of limited partnership of the Operating Partnership and the charter documents, partnership agreements and other organizational documents of the Subsidiaries and all amendments thereto as have been requested by the Initial Purchasers or their counsel have been delivered to the Initial Purchasers or their counsel; (d) The Securities have been duly authorized for issuance and sale in accordance with this Agreement by the Company, as general partner of the Operating Partnership, and, when issued by the Operating Partnership and authenticated and delivered by the Trustee in accordance with the terms of the 4 Indenture, and paid for by the Initial Purchasers pursuant to this Agreement, such Securities will be valid and legally binding unsecured obligations of the Operating Partnership entitled to the benefit of the Indenture and enforceable against the Operating Partnership in accordance with their respective terms, subject to (1) the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and (2) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought; the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended and the rules and regulations of the Commission thereunder (the "TIA") and prior to the issuance of the Securities will be duly authorized, executed and delivered by the Operating Partnership and the Company, and assuming due authorization, execution and delivery thereof by the Trustee, will constitute a valid and legally binding obligation of the Operating Partnership and the Company, enforceable in accordance with its terms subject to (1) the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and (2) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought; the Securities will conform, and the Indenture will conform, to the statements relating thereto contained in the Offering Memorandum; and the Securities are in the form contemplated by the Indenture; (e) As of the Closing Date, the partnership agreement of the Operating Partnership will have been duly authorized, executed and delivered by the Company, as general partner and a limited partner and the partnership agreement of each Partnership Subsidiary will have been duly authorized, validly executed and delivered by each partner thereto and (assuming in the case of the Operating Partnership the due authorization, execution and delivery of the partnership agreement by each limited partner other than the Company) each such partnership agreement will be a valid, legally binding and enforceable in accordance with its terms immediately following the Closing Date subject to (i) the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought. All of the issued and outstanding shares of capital stock of the Company and each Corporate Subsidiary, all of the outstanding units of general, limited and/or preferred partner interests of the Operating Partnership and each Partnership Subsidiary will have been duly authorized and are validly issued, fully paid and non-assessable; and (except as described in the Offering Memorandum) will be owned directly or indirectly (except in the case of the Company and the Operating Partnership) by the Company or the Operating Partnership, as the case may be, free and clear of all security interests, liens and encumbrances, (except for pledges in connection with the loan agreements of the Company, the Operating Partnership and the Subsidiaries) and all of the partnership interests in each Partnership Subsidiary will have been duly authorized and are validly issued, fully paid, and (except as described in the Offering Memorandum) will be owned directly or indirectly by the Company or the Operating Partnership, free and clear of all security interests, liens and encumbrances (except for pledges in connection with the loan agreements of the Company, the Operating Partnership and the Subsidiaries); (f) The financial statements, supporting schedules and related notes included in, or incorporated by reference in, the Offering Memorandum present fairly the consolidated financial condition of the entity or entities or group presented or included therein, as of the respective dates thereof, and its consolidated results of operations and cash flows for the respective periods covered thereby, are all in conformity with generally accepted accounting principles applied on a consistent basis throughout the entire period involved, except as otherwise disclosed in the Offering Memorandum. The 5 financial information and data included in the Offering Memorandum present fairly the information included or incorporated by reference therein and have been prepared on a basis consistent, except as may be noted therein, with that of the financial statements, schedules and notes included or incorporated by reference in the Offering Memorandum and the books and records of the respective entity or entities or group presented or included therein. Except as otherwise noted in the Offering Memorandum, pro forma and/or as adjusted financial information included or incorporated by reference in the Offering Memorandum has been prepared in accordance with the applicable requirements of the American Institute of Certified Public Accountants ("AICPA") guidelines with respect to pro forma and as adjusted financial information, and includes all adjustments necessary to present fairly the pro forma and/or as adjusted financial condition of the entity or entities or group presented or included therein at the respective dates indicated and the results of operations and cash flows for the respective periods specified. PricewaterhouseCoopers L.L.P. (the "Accountants") who have reported on such financial statements, schedules and related notes, are independent public accountants with respect to the Company, the Operating Partnership and the Partnership Subsidiaries as required by the Securities Act; (g) Subsequent to the respective dates as of which information is given in the Offering Memorandum and prior to the Closing Date, (i) there has not been and will not have been, except as set forth in or contemplated by the Offering Memorandum, any change in the capitalization, long term or short term debt or in the capital stock or equity of each of the Operating Partnership and the Company or any of the Subsidiaries which would be material to the Operating Partnership, the Company and the Subsidiaries considered as one enterprise (anything which would be material to the Operating Partnership, the Company and the Subsidiaries, considered as one enterprise, being hereinafter referred to as "Material"), (ii) except as described in the Offering Memorandum, neither the Operating Partnership, the Company nor any of the Subsidiaries has incurred nor will any of them incur any liabilities or obligations, direct or contingent, which would be Material, nor has any of them entered into nor will any of them enter into any transactions, other than pursuant to this Agreement and the transactions referred to herein or as contemplated in the Offering Memorandum, which would be Material, (iii) there has not been any Material Adverse Effect, (iv) except for regular quarterly distributions on the Company's shares of common stock, par value $0.01 per share (the "Common Stock"), and the dividends on the shares of the Company's (a) Series A Cumulative Preferred Stock, par value $.01 per share (the "Series A Preferred Stock"), (b) Depositary Shares each representing 1/100 of a share of 8 3/4 Series B Cumulative Preferred Stock (the "Series B Preferred Stock"), (c) Depositary Shares each representing 1/100 of a share of 8 5/8 Series C Cumulative Preferred Stock (the "Series C Preferred Stock"), (d) Depositary Shares each representing 1/100 of a share of 7.95% Series D Cumulative Preferred Stock (the "Series D Preferred Stock") and (e) Depositary Shares each representing 1/100 of a share of 7.90% Series E Cumulative Preferred Stock (the "Series E Preferred Stock") the Company has not paid or declared and will not pay or declare any dividends or other distributions of any kind on any class of its capital stock, and (v) except for distributions in connection with regular quarterly distributions on its partnership units, the Operating Partnership has not paid any distributions of any kind on such units; (h) Neither the Operating Partnership, the Company nor any of the Subsidiaries is, or as of the Closing Date will be, required to be registered under the Investment Company Act of 1940, as amended (the "1940 Act"); (i) To the knowledge of the Company or the Operating Partnership, except as set forth in the Offering Memorandum, there are no actions, suits, proceedings, investigations or inquiries, pending or, after due inquiry, threatened against or affecting the Operating Partnership, the Company or any of the Subsidiaries or any of their respective officers or directors in their capacity as such or of which any of their respective properties or assets or any Property is the subject or bound, before or by any federal or state court, commission, regulatory body, 6 administrative agency or other governmental body, domestic or foreign, wherein an unfavorable ruling, decision or finding would reasonably be expected to have a Material Adverse Effect; (j) The Operating Partnership, the Company and each of the Subsidiaries (i) has, and at the Closing Date will have, (A) all governmental licenses, permits, consents, orders, approvals and other authorizations necessary to carry on its business as contemplated in the Offering Memorandum and are in material compliance with such, and (B) complied in all material respects with all laws, regulations and orders applicable to it or its business and (ii) are not, and at the Closing Date will not be, in breach of or default in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, voting trust agreement, loan agreement, bond, debenture, note agreement, lease, contract, joint venture or partnership agreement or other agreement or instrument (collectively, a "Contract or Other Agreement") or under any applicable law, rule, order, administrative regulation or administrative or court decree to which it is a party or by which any of its other assets or properties or by which the Properties are bound or affected, except where such default, breach or failure will not, either singly or in the aggregate, have a Material Adverse Effect. To the knowledge of the Operating Partnership, the Company and each of the Subsidiaries, after due inquiry, no other party under any Material contract or other agreement to which it is a party is in default thereunder, except where such default will not have a Material Adverse Effect. Neither the Operating Partnership, the Company nor any of the Subsidiaries is, nor at the Closing Date will any of them be, in violation of any provision of its articles of incorporation, by-laws, certificate of limited partnership, partnership agreement or other organizational document, as the case may be; (k) No Material consent, approval, authorization or order of, or any filing or declaration with, any court or governmental agency or body or any other entity is required in connection with the offering, issuance or sale of the Securities hereunder except such as have been obtained under the Securities Act, the Exchange Act and the TIA and such as may be required under state securities, Blue Sky or real estate syndication laws or the by-laws, the corporate financing rule or the conflict of interests rule of the National Association of Securities Dealers, Inc. (the "NASD") in connection with the purchase and distribution by the Initial Purchasers of the Securities or such as have been received prior to the date of this Agreement; (l) The Company and the Operating Partnership have full corporate or partnership power, as the case may be, to enter into each of this Agreement and the Registration Rights Agreement. Each of this Agreement and the Registration Rights Agreement have been duly and validly authorized, executed and delivered by the Company and the Operating Partnership, constitutes a valid and binding agreement of the Company and the Operating Partnership, and assuming due authorization, execution and delivery by the Initial Purchasers, is enforceable against the Operating Partnership in accordance with the terms hereof and thereof subject to (i) the effect of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought. The execution, delivery and performance of each of this Agreement, the Registration Rights Agreement and the Indenture and the consummation of the transactions contemplated hereby and thereby, and compliance by each of the Company, the Operating Partnership and the Subsidiaries with its obligations hereunder and thereunder, will not result in the creation or imposition of any lien, charge or encumbrance upon any of the assets or properties of the Operating Partnership, the Company or any of the Subsidiaries pursuant to the terms or provisions of, or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or give any other party a right to terminate any of its obligations under, or result in the acceleration of any obligation under, the certificate of incorporation, by-laws, certificate of limited partnership, partnership 7 agreement or other organizational documents of the Operating Partnership, the Company or any of the Subsidiaries, any Contract or Other Agreement to which the Operating Partnership, the Company or any of the Subsidiaries is a party or by which the Operating Partnership, the Company or any of the Subsidiaries or any of their assets or properties are bound or affected, or violate or conflict with any judgment, ruling, decree, order, statute, rule or regulation of any court or other governmental agency (foreign or domestic) or body applicable to the business or properties of the Operating Partnership, the Company or any of the Subsidiaries or to the Properties, in each case except for liens, charges, encumbrances, breaches, violations, defaults, rights to terminate or accelerate obligations, or conflicts, the imposition or occurrence of which would not have a Material Adverse Effect; (m) As of the Closing Date, the Operating Partnership, the Company and each of the Subsidiaries will have good and marketable title to all properties and assets described in the Offering Memorandum as owned by it, free and clear of all liens, encumbrances, claims, security interests and defects, except such as are described in the Offering Memorandum, or such as secure the Company's loan facilities of the Operating Partnership, the Company and the Subsidiaries, or would not result in a Material Adverse Effect; (n) To the knowledge of the Company and the Operating Partnership: (i) no lessee of any portion of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice, or both, would constitute a default under any of such leases, except in each case such defaults that would not have a Material Adverse Effect; (ii) the current use and occupancy of each of the Properties complies in all material respects with all applicable codes and zoning laws and regulations, except for such failures to comply which would not individually or in the aggregate have a Material Adverse Effect; and (iii) there is no pending or threatened condemnation, zoning change, environmental or other proceeding or action that will in any material respect affect the size of, use of, improvements on, construction on, or access to the Properties except such proceedings or actions that would not have a Material Adverse Effect; (o) The Operating Partnership, the Company and the Partnership Subsidiaries have property, title, casualty and liability insurance in favor of the Operating Partnership, the Company or the Partnership Subsidiaries with respect to each of the Properties, in an amount and on such terms as is reasonable and customary for businesses of the type conducted by the Operating Partnership, the Company and the Partnership Subsidiaries except in such instances where the tenant is carrying such insurance or the tenant is self-insuring such risks; (p) Except as disclosed in the Offering Memorandum, and, except for activities, conditions, circumstances or matters that would not have a Material Adverse Effect; (i) to the knowledge of the Operating Partnership, the Company and the Subsidiaries, after due inquiry, the operations of the Operating Partnership, the Company and the Subsidiaries are in compliance with all Environmental Laws (as defined below) and all requirements of applicable permits, licenses, approvals and other authorizations issued pursuant to Environmental Laws; (ii) to the knowledge of the Operating Partnership, the Company and the Subsidiaries, after due inquiry, none of the Operating Partnership, the Company or the Subsidiaries has caused or suffered to occur any Release (as defined below) of any Hazardous Substance (as defined below) into the Environment (as defined below) on, in, under or from any Property, and no condition exists on, in, under or adjacent to any Property that could reasonably be expected to result in the incurrence of liabilities under, or any violations of, any Environmental Law or give rise to the imposition of any Lien (as defined below), under any Environmental Law; (iii) none of the Operating Partnership, the Company or the Subsidiaries has received any written notice of a claim under or pursuant to any Environmental Law or under common law pertaining to Hazardous Substances on, in, under or originating from any Property; (iv) none of the Operating Partnership, the Company or 8 the Subsidiaries has actual knowledge of, or received any written notice from any Governmental Authority (as defined below) claiming, any violation of any Environmental Law or a determination to undertake and/or request the investigation, remediation, clean-up or removal of any Hazardous Substance released into the Environment on, in, under or from any Property; and (v) no Property is included or, to the knowledge of the Operating Partnership, the Company or the Subsidiaries, after due inquiry, proposed for inclusion on the National Priorities List issued pursuant to CERCLA (as defined below) by the United States Environmental Protection Agency (the "EPA"), or included on the Comprehensive Environmental Response, Compensation, and Liability Information System database maintained by the EPA, and none of the Operating Partnership, the Company or the Subsidiaries has actual knowledge that any Property has otherwise been identified in a published writing by the EPA as a potential CERCLA removal, remedial or response site or, to the knowledge of the Company and its Subsidiaries, is included on any similar list of potentially contaminated sites pursuant to any other Environmental Law; As used herein, "Hazardous Substance" shall include any hazardous substance, hazardous waste, toxic substance, pollutant or hazardous material, including, without limitation, oil, petroleum or any petroleum-derived substance or waste, asbestos or asbestos-containing materials, PCB's, pesticides, explosives, radioactive materials, dioxins, urea formaldehyde insulation or any constituent of any such substance, pollutant or waste which is subject to regulation under any Environmental Law (including, without limitation, materials listed in the United States Department of Transportation Optional Hazardous Material Table, 49 C.F.R. ss. 172.101, or in the EPA's List of Hazardous Substances and Reportable Quantities, 40 C.F.R. Part 302); "Environment" shall mean any surface water, drinking water, ground water, land surface, subsurface strata, river sediment, buildings, structures, and ambient, workplace and indoor and outdoor air; "Environmental Law" shall mean the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. ss. 9601 et seq.) ("CERCLA"), the Resource Conservation and Recovery Act of 1976, as amended (42 U.S.C. ss. 6901, et seq.), the Clean Air Act, as amended (42 U.S.C. ss. 7401, et seq.), the Clean Water Act, as amended (33 U.S.C. ss. 1251, et seq.), the Toxic Substances Control Act, as amended (15 U.S.C. ss. 2601, et seq.), the Occupational Safety and Health Act of 1970, as amended (29 U.S.C. ss. 651, et seq.), the Hazardous Materials Transportation Act, as amended (49 U.S.C. ss. 1801, et seq.), and all other federal, state and local laws, ordinances, regulations, rules and orders relating to the protection of the environment or of human health from environmental effects; "Governmental Authority" shall mean any federal, state or local governmental office, agency or authority having the duty or authority to promulgate, implement or enforce any Environmental Law; "Lien" shall mean, with respect to any Property, any mortgage, deed of trust, pledge, security interest, lien, encumbrance, penalty, fine, charge, assessment, judgment or other liability in, on or affecting such Property; and "Release" shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, emanating or disposing of any Hazardous Substance into the Environment, including, without limitation, the abandonment or discard of barrels, containers, tanks (including, without limitation, underground storage tanks) or other receptacles containing or previously containing and containing a residue of any Hazardous Substance. None of the environmental consultants which prepared environmental and asbestos inspection reports with respect to any of the Properties was employed for such purpose on a contingent basis or has any substantial interest in the Operating Partnership, the Company or any of the Subsidiaries, and none of them nor any of their directors, officers or employees is connected with the Operating Partnership, the Company or any of the Subsidiaries as a promoter, selling agent, voting trustee, director, officer or employee. (q) Neither the Operating Partnership, nor any affiliate (as defined in Rule 501(b) of Regulation D) of the Company has directly, or through any agent, sold, offered for sale, solicited offers 9 to buy or otherwise negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the sale of the Securities in a manner that would require the registration under the Securities Act of the offering contemplated by the Offering Memorandum or engaged in any form of general solicitation or general advertising in connection with the offering of the Securities; (r) Assuming the accuracy of the representation of the Initial Purchasers in Section 2 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities in the manner contemplated by this Agreement to register the Securities under the Securities Act or to qualify an indenture under the TIA; (s) The Securities satisfy the requirements set forth in Rule 144A(d)(3) under the Securities Act and are eligible for resale pursuant to Rule 144A under the Securities Act; (t) None of the Operating Partnership, the Company, the Subsidiaries or any person acting on any of their behalf (other than the Initial Purchasers, as to whom the Operating Partnership makes no representation) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act. (u) The Operating Partnership is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act. (v) With respect to those Securities sold in reliance on Regulation S, (a) none of the Operating Partnership, the Company or the Subsidiaries or any person acting on any of their behalf (other than the Initial Purchasers, as to whom the Operating Partnership makes no representation) has engaged or will engage in any directed selling efforts within the meaning of Regulation S and (b) each of the Operating Partnership, the Company and the Subsidiaries and any person acting on any of their behalf (other than the Initial Purchasers, as to whom the Operating Partnership makes no representation) has complied and will comply with the offering restrictions requirement of Regulation S. (w) The Company, the Operating Partnership and the Subsidiaries are organized and operate in a manner so as to qualify as a real estate investment trust ("REIT") under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), and have elected to be taxed as a REIT under the Code commencing with the taxable year ending December 31, 1994. The Company, the Operating Partnership and the Subsidiaries intend to continue to qualify as a REIT for the foreseeable future; (x) There is no material document or contract of a character required to be described or referred to in the Offering Memorandum which is not described or referred to as required therein and the descriptions thereof or references thereto are accurate in all material respects; (y) None of the Operating Partnership, the Company or any of the Subsidiaries is involved in any labor dispute nor, to the knowledge of the Operating Partnership, the Company or the Subsidiaries, after due inquiry, is any such dispute threatened which would be Material; (z) The Operating Partnership, the Company and the Subsidiaries own, or are licensed or otherwise have the full exclusive right to use, all material trademarks and trade names which are used in or necessary for the conduct of their respective businesses as described in the Offering Memorandum. To the knowledge of the Company or the Operating Partnership, no claims have been asserted by any person to the use of any such trademarks or trade names or challenging or questioning the validity or 10 effectiveness of any such trademark or trade name. The use, in connection with the business and operations of the Operating Partnership, the Company and the Subsidiaries, of such trademarks and trade names does not, to the Company's or the Operating Partnership's knowledge, infringe on the rights of any person; (aa) Each of the Operating Partnership, the Company and the Subsidiaries has filed all federal, state, local and foreign income tax returns which have been required to be filed (except in any case in which the failure to so file would not result in a Material Adverse Effect) and has paid all taxes required to be paid and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing would otherwise be delinquent, except, in all cases, for any such tax, assessment, fine or penalty that is being contested in good faith and except in any case in which the failure to so pay would not result in a Material Adverse Effect; (bb) The Operating Partnership and each of the Partnership Subsidiaries is properly treated as a partnership for federal income tax purposes and not as a "publicly traded partnership"; (cc) No relationship, direct or indirect, exists between or among the Company, the Operating Partnership or the Subsidiaries on the one hand, and the directors, officers, stockholders, customers or suppliers of the Company, the Operating Partnership or the Subsidiaries on the other hand, which is required by the Exchange Act to be described in any document required to be filed with the Commission under the Exchange Act which is not so described; (dd) The Company and the Operating Partnership have not taken and will not take, directly or indirectly, any action designed to, or that might be reasonably expected to, cause or result in stabilization or manipulation of the price of the Securities, and the Company and the Operating Partnership have not distributed and have agreed not to distribute any offering memorandum or other offering material in connection with the offering and sale of the Securities other than the Offering Memorandum or other material permitted by the Securities Act (which were disclosed to you and your counsel); (ee) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain accountability for assets; (iii) access to assets, financial and corporate books and records is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences; (ff) Any certificate or other document signed by any officer or authorized representative of the Operating Partnership, the Company or any Subsidiary, and delivered to the Initial Purchasers or to counsel for the Initial Purchasers in connection with the sale of the Securities shall be deemed a representation and warranty by such entity or person, as the case may be, to each Initial Purchaser as to the matters covered thereby; and (gg) The Securities will have an investment grade rating from one or more nationally recognized statistical rating organization at each applicable Representation Date as specified in Schedule I hereto. 11 6. Each of the Company and the Operating Partnership covenants and agrees with each Initial Purchaser as follows: (a) In respect of the offering of the Securities, the Operating Partnership will (i) prepare an Offering Memorandum setting forth the aggregate principal amount of Securities covered thereby and their terms, the names of the Initial Purchasers participating in the offering and the aggregate principal amount of Securities which each severally has agreed to purchase, the price at which the Securities are to be purchased by the Initial Purchasers from the Operating Partnership, the initial offering price to the Subsequent Purchasers, the selling concession and reallowance, if any, and such other information as the Initial Purchasers and the Operating Partnership deem appropriate in connection with the offering of the Securities and (ii) furnish copies of the Offering Memorandum to the Initial Purchasers as you shall specify in New York City prior to 10:00 A.M., New York City time, as soon as practicable after the date of this Agreement in such quantities as you may reasonably request; (b) At any time when the Offering Memorandum is delivered in connection with sales of Securities, the Operating Partnership will advise you promptly and, if requested by you, confirm such advice in writing of the happening of any event which makes any statement of a material fact made in the Offering Memorandum untrue or which requires the making of any additions to or changes in the Offering Memorandum in order to make the statements therein not misleading; (c) The Operating Partnership will furnish to you without charge, such number of copies of the Offering Memorandum and of each amendment or supplement to it, including all exhibits and documents incorporated by reference, as you may reasonably request; (d) The Operating Partnership will not amend or supplement the Offering Memorandum if you have not been previously advised or if you or counsel for the Initial Purchasers reasonably object to such amendment or supplement; (e) If, at any time prior to the completion of the initial placement of the Securities, any event shall occur as a result of which, in the opinion of counsel for the Initial Purchasers, it becomes necessary to amend or supplement the Offering Memorandum in order to make the statements therein, in the light of the circumstances existing when the Offering Memorandum is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Offering Memorandum to comply with any law, the Operating Partnership will forthwith prepare an appropriate amendment or supplement to the Offering Memorandum (in form and substance reasonably satisfactory to counsel for the Initial Purchasers) so that the statements in the Offering Memorandum, as so amended or supplemented, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when it is so delivered, not misleading, or so that the Offering Memorandum will comply with any law, and to furnish to each Initial Purchaser and to such dealers as you shall specify, such number of copies thereof as such Initial Purchaser or dealers may reasonably request; (f) The Operating Partnership will use its best efforts, in cooperation with the Initial Purchasers, to qualify, register or perfect exemptions for the Securities for offer and sale by the several Initial Purchasers to qualified institutions under the applicable state securities, Blue Sky and real estate syndication laws of such jurisdictions as you may reasonably request; provided, however, the Operating Partnership will not be required to qualify as a foreign limited partnership, file a general consent to service of process in any such jurisdiction, subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject, or provide any undertaking or make any change in its partnership agreement that the general partner of the Operating Partnership reasonably determines to be 12 contrary to the best interests of the Operating Partnership and its unitholders. In each jurisdiction in which the Securities have been so qualified or registered, the Operating Partnership will use all reasonable efforts to file such statements and reports as may be required by the laws of such jurisdiction, to continue such qualification or registration in effect for so long a period as the Initial Purchasers may reasonably request for the distribution of the Securities and to file such consents to service of process or other documents as may be necessary in order to effect such qualification or registration; provided, however, the Operating Partnership will not be required to qualify as a foreign limited partnership, file a general consent to service of process in any such jurisdiction, subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject, or provide any undertaking or make any change in its partnership agreement that the general partner of the Operating Partnership reasonably determines to be contrary to the best interests of the Operating Partnership and its unitholders; (g) During the period beginning on the date hereof and continuing to and including the Business Day following the Closing Date, the Operating Partnership shall not to offer, sell, contract to sell or otherwise dispose of any debt securities of or guaranteed by the Operating Partnership or the Company which are substantially similar to the Securities without the prior written consent of the Initial Purchasers; (h) During the period of five years after the date of this Agreement, the Company and the Operating Partnership will furnish to you as soon as available (x) a copy of each regular and periodic report, financial statement or other publicly available information of the Operating Partnership, the Company and any Subsidiary mailed to the holders of the Securities or filed with the Commission or any securities exchange and (y) such other publicly available information concerning the Operating Partnership, the Company and any Subsidiary as you may reasonably request; (i) During the period when the Securities are outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, to file all documents required to be filed by it with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act; (j) The Operating Partnership will pay all costs, expenses, fees and taxes incident to (i) the preparation, printing, and distribution of the Offering Memorandum and all amendments and supplements thereto prior to or during the period specified in Section 6(e) and the Registration Rights Agreement, (ii) the printing and delivery of this Purchase Agreement, the Registration Rights Agreement, the Indenture, any Supplemental Indentures and any Blue Sky Memorandum, (iii) the qualification or registration of the Securities for offer and sale under certain limited securities, Blue Sky or real estate syndication laws of certain states in accordance with Section 6(f) hereof, (iv) the fee of and the filings and clearance, if any, with the NASD in connection with the offering of Securities, (v) the fees charged by nationally recognized statistical rating organizations for the rating of the Securities, (vi) furnishing such copies of the Offering Memorandum and all amendments and supplements thereto as may be requested for use in connection with the offering or sale of the Securities by the Initial Purchasers or by dealers to whom Securities may be sold, (vii) the preparation, issuance and delivery of certificates for the Securities to the Initial Purchasers, (viii) the costs and charges of any transfer agent or registrar, (ix) the costs and expenses of the Trustee under the Indenture, including the fees and disbursements of counsel for the Trustee, (x) any expenses incurred by the Operating Partnership in connection with a "road show" or other marketing presentation to potential investors, (xi) any transfer taxes imposed on the sale by the Operating Partnership of the Securities to the Initial Purchasers, (xii) the fees and disbursements of the Operating Partnership's counsel and accountants and (xiii) the fees and expenses of DTC; 13 (k) The Operating Partnership agrees that it will not and will cause its Affiliates not to solicit, directly or indirectly, any offer to buy or make any offer or sale of, or otherwise negotiate in respect of, securities of the Operating Partnership of any class if, as a result of the doctrine of "integration" referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Operating Partnership to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4(2) thereof or by Rule 144A or by Regulation S thereunder or otherwise; (l) The Operating Partnership and the Company will not solicit any offer to buy or offer to sell Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D; (m) The Operating Partnership will use its best efforts to do and perform all things required to be done and performed under this Agreement by the Operating Partnership prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Securities; (n) The Operating Partnership will use the net proceeds received by it from the sale of the Securities in the manner specified in the Offering Memorandum under "Use of Proceeds"; (o) The Operating Partnership will use its best efforts to continue to qualify as a REIT under Sections 856 through 860 of the Code unless the Operating Partnership's general partner determines that it is no longer in the best interests of the Operating Partnership to be so qualified; (p) To take all reasonable action necessary to enable Standard & Poor's Corporation ("S&P"), Moody's Investors Service, Inc ("Moody's"), Fitch Investors Services, L.P. or any other nationally recognized rating organization to provide their respective credit ratings of the Securities, as specified in Schedule I hereto; (q) The Operating Partnership and the Company will execute a supplemental indenture (a "Supplemental Indenture") designating each series of debt securities to be offered and its related terms and provisions in accordance with the provisions of the Indenture; (r) The Operating Partnership will cooperate with the Representatives and use commercially reasonable efforts to permit the Securities to be eligible for clearance and settlement through the facilities of DTC; and (s) The Operating Partnership will comply with all of the terms and conditions of the Registration Rights Agreement. 7. The several obligations of the Initial Purchasers hereunder shall be subject to the performance by the Company and the Operating Partnership of their respective obligations hereunder and to the following conditions: (a) On the Closing Date, the Operating Partnership shall have executed and delivered the Registration Rights Agreement, substantially in the form attached hereto as Exhibit A. (b) all the representations and warranties of the Company and the Operating Partnership contained in this Agreement shall be true and correct, in all material respects, on the Closing Date, with 14 the same force and effect as if made on and as of the Closing Date and the Company and the Operating Partnership shall have complied with all agreements and all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (c) subsequent to the execution and delivery of this Agreement and prior to the Closing Date, there shall not have occurred any downgrading, nor shall any notice have been given of (i) any intended or potential downgrading or (ii) any review or possible change that does not indicate an improvement, in the rating accorded any securities of or guaranteed by the Company or the Operating Partnership by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; (d) since the date as of which information is given in the Offering Memorandum there shall not have been any material change in the capital stock, partners' equity or long-term debt of the Company, the Operating Partnership or any of the Subsidiaries on a consolidated basis, except as described or contemplated in the Offering Memorandum, or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, business, prospects, management, properties, financial position, stockholders' equity, partners' equity or results of operations of the Company, the Operating Partnership and the Subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Offering Memorandum, the effect of which in your judgment makes it impracticable or inadvisable to proceed with the offering or the delivery of the Securities on the terms and in the manner contemplated in the Offering Memorandum and/or the Indenture; and other than as set forth in the Offering Memorandum, no proceedings shall be pending or, to the knowledge of the Company or the Operating Partnership, after due inquiry, threatened against the Operating Partnership or the Company or any Property before or by any federal, state or other commission, board or administrative agency, where an unfavorable decision, ruling or finding could reasonably be expected to result in a Material Adverse Effect; (e) you shall have received on and as of the Closing Date a certificate signed by the President or Chief Executive Officer of the Company and the Chief Financial or Accounting Officer of the Company, in their capacities as officers of the Company, on behalf of the Company for itself and as general partner of the Operating Partnership, satisfactory to you to the effect set forth in subsections (b) through (d) of this Section and to the further effect that there has not occurred any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, business, prospects, management, properties, financial position, stockholders' equity, partners' equity or results of operations of the Operating Partnership, the Company and the Subsidiaries taken as a whole from that set forth or contemplated in the Offering Memorandum; (f) you shall have received on the Closing Date, an opinion or opinions (satisfactory to you and counsel for the Initial Purchasers), dated the Closing Date, of Cahill Gordon & Reindel, counsel for the Company and the Operating Partnership, to the effect that: (i) Each of the Company and each Corporate Subsidiary is duly qualified or registered as a foreign corporation to transact business and is in good standing in each jurisdiction identified with an asterisk in Schedule III hereto. (ii) The Operating Partnership and each of the Partnership Subsidiaries has been duly formed and is validly existing as a limited partnership in good standing under the laws of its state of organization. The Operating Partnership and each of the Partnership Subsidiaries has all requisite partnership power and authority to own, lease and operate its properties and other assets, to conduct the business in which it is engaged and proposes to engage, in each case, as described in the 15 Offering Memorandum, and the Operating Partnership has the partnership power to enter into and perform its obligations under this Agreement and the Indenture. The Operating Partnership and each of the Partnership Subsidiaries is duly qualified or registered as a foreign partnership and is in good standing in each jurisdiction identified with an asterisk in Schedule III hereto. (iii) To the knowledge of such counsel, none of the Company, the Operating Partnership, the Financing Partnership, Securities, L.P., FIFC or FISC is in violation of or default under its charter, by-laws, certificate of limited partnership or partnership agreement, as the case may be, and none of such entities is in default in the performance or observance of any obligation, agreement, covenant or condition contained in any document (as in effect on the date of such opinion) listed as an exhibit to each of the Company's and the Operating Partnership's Annual Report on Form 10-K, as amended, if applicable, and the Operating Partnership's three most recent Quarterly Reports on Form 10-Q, as amended, if applicable, to which such entity is a party or by which such entity may be bound, or to which any of the property or assets of such entity or any Property is subject to or bound by (it being understood that (i) such counsel need express no opinion with respect to matters relating to any contract, indenture, mortgage, loan agreement, note, lease, joint venture or partnership agreement or other instrument or agreement relating to the acquisition, transfer, operation, maintenance, management or financing of any property or assets of such entity or any other Property and (ii) such counsel may assume compliance with the financial covenants contained in any such document), except in each case for violations or defaults which in the aggregate are not reasonably expected to have a Material Adverse Effect. (iv) This Agreement and was duly and validly authorized, executed and delivered by each of the Company and the Operating Partnership. The Registration Rights Agreement was duly and validly authorized, executed and delivered by the Operating Partnership. (v) The issuance of the Securities has been duly authorized by the Company on behalf of the Operating Partnership, and when executed and authenticated by the Trustee in accordance with the terms of the Indenture, and delivered to, and paid for by, the Initial Purchasers in accordance with the terms of this Agreement, such Securities will constitute valid and legally binding obligations of the Operating Partnership entitled to the benefits provided for in the Indenture, enforceable against the Operating Partnership in accordance with their terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding at equity or law). (vi) The Registration Rights Agreement has been duly and validly authorized, executed and delivered by the Operating Partnership, and assuming due authorization, execution and delivery thereof by Chase, will constitute a valid and legally binding agreement of the Operating Partnership, enforceable against Operating Partnership in accordance with its terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, and similar laws of general applicability relating to or affecting creditors' rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (vii) The Indenture has been duly and validly authorized, executed and delivered by the Operating Partnership, and assuming due authorization, execution and delivery thereof by the Trustee, will constitute a valid and legally binding agreement of the Operating Partnership, enforceable against the Operating Partnership in accordance with its terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general principles of equity (regardless of whether such 16 enforceability is considered in a proceeding at equity or law); and the Indenture meets the requirements for qualification under the TIA. (viii) The Indenture and the Securities conform in all material respects to the descriptions thereof in the Offering Memorandum under the caption "Description of Notes." The Securities are in the form contemplated by the Indenture. (ix) The execution and delivery of this Agreement, the Registration Rights Agreement and the Indenture, the issuance and sale of the Securities and the performance by the Company and the Operating Partnership of their respective obligations under the Securities, this Agreement, the Registration Rights and the Indenture and the consummation of the transactions herein and therein contemplated will not require, to such counsel's knowledge, any consent, approval, authorization or other order of any court, regulatory body, administrative agency or other governmental body (except such as may be required under the Securities Act, the TIA and the state securities, Blue Sky or real estate syndication laws in connection with the purchase and distribution of the Securities by the Initial Purchasers) and did not and do not conflict with or constitute a breach or violation of or default under: (1) any document (as in effect on the date of such opinion) listed as an exhibit to, each of the Company's and the Operating Partnership's Annual Report on Form 10-K, as amended, if applicable, and the Operating Partnership's three most recent Quarterly Reports on Form 10-Q, as amended, if applicable, to which any such entity is a party or by which it or any of them or any of their respective properties or other assets may be bound or subject and of which such counsel is aware (it being understood that (i) such counsel need express no opinion with respect to matters relating to any contract, indenture, mortgage, loan agreement, note lease, joint venture or partnership agreement or other instrument or agreement relating to the acquisition, transfer, operation, maintenance, management or financing of any property or assets of such entity or any other Property and (ii) such counsel may assume compliance with the financial covenants contained in any such document); (2) the certificate of limited partnership or partnership agreement, as the case may be, of the Operating Partnership, the Financing Partnership, and Securities, L.P. or the articles of incorporation or bylaws, as the case may be, of the Company, FIFC or FISC; (3) any applicable law, rule or administrative regulation, except in each case for conflicts, breaches, violations or defaults that in the aggregate would not have a Material Adverse Effect. (x) To the knowledge of such counsel, no Material authorization, approval, consent or order of any court or governmental authority or agency or any other entity is required in connection with the offering, issuance or sale of the Securities hereunder, except such as may be required under the Securities Act, the TIA or the by-laws, corporate financing rule and conflict of interest rule of the NASD, or state securities, blue sky or real estate syndication laws, or such as have been received prior to the date of such opinion. (xi) The documents filed pursuant to the Exchange Act and incorporated by reference in the Offering Memorandum (other than the financial statements and supporting schedules therein and other financial data, as to which no opinion need be rendered), when they were filed with the Commission, complied as to form in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder. (xii) Each of the Initial Purchasers is receiving good, valid and marketable title to the Securities, free and clear of all security interests, mortgages, pledges, liens, encumbrances, claims and equities if the Initial Purchasers acquire such Securities in good faith and without notice of any such security interests, mortgages, pledges, liens, encumbrances, claims or equities. 17 (xiii) The information in the Offering Memorandum under "Description of the Notes," "Certain United States Federal Income Tax Considerations," "Exchange Offer; Registration Rights," and "Risk Factors," to the extent that it constitutes statements of law, descriptions of statutes, rules or regulations, or summaries of documents or legal conclusions, has been reviewed by us and is correct in all material respects and presents fairly the information required to be disclosed therein. (xiv) Assuming the correctness of the representations and warranties herein and the compliance with the agreements herein of the Operating Partnership and the Initial Purchasers, the offer and sale of the Securities to the Initial Purchasers and the initial resale of the Securities by the Initial Purchaser in accordance with Sections 2 and 8 of this Agreement to each Subsequent Purchaser solely in the manner and under the circumstances contemplated by this Agreement and the Offering Memorandum are exempt from the registration requirements of the Securities Act. (xv) To such counsel's knowledge, the descriptions of material documents and contracts in the Offering Memorandum and all references thereto are accurate in all material respects. (xvi) The partnership agreement of each of the Operating Partnership, Securities, L.P. and the Financing Partnership has been duly authorized, validly executed and delivered by each of the Company and the Subsidiaries, to the extent they are parties thereto, and is valid, legally binding and enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (xvii) None of the Company, the Corporate Subsidiaries or the Partnership Subsidiaries is required to be registered as an investment company under the Investment Company Act of 1940, as amended. In addition, Cahill Gordon & Reindel shall state that it has participated in conferences with officers and other representatives of the Company, the Operating Partnership and the Subsidiaries, representatives of the independent public accountants for the Company and the Operating Partnership and the Subsidiaries and representatives of the Initial Purchasers at which the contents of the Offering Memorandum and related matters were discussed. On the basis thereof, but without independent verification by such counsel of, and without passing upon or assuming any responsibility for, the accuracy, completeness or fairness of the statements contained in the Offering Memorandum or any amendments or supplements thereto, no facts have come to the attention of such counsel that lead them to believe that the Offering Memorandum, including the documents incorporated therein by reference as of its date or at the Closing Date, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (it being understood that such counsel need express no opinion with respect to the financial statements, schedules and other financial and statistical data included in the Offering Memorandum. In giving its opinion, such counsel may rely (i) as to all matters of fact, upon certificates and written statements of officers, directors, partners and employees of and accountants for each of the Company, the Operating Partnership, the Corporate Subsidiaries and the Partnership Subsidiaries, (ii) as to matters of Maryland law, on the opinion of McGuire Woods LLP, Baltimore, Maryland, which opinion shall be in form and substance reasonably satisfactory to counsel for the Initial Purchasers, (iii) as to matters of Illinois law, on the opinion of Barack Ferrazzano Kirschbaum Perlman & Nagelberg, 18 Chicago, Illinois, which opinion shall be in form and substance reasonably satisfactory to counsel for the Initial Purchasers, and (iv) as to the good standing and qualification of the Company, the Operating Partnership, the Corporate Subsidiaries and the Partnership Subsidiaries to do business in any state or jurisdiction, upon certificates of appropriate government officials or opinions of counsel in such jurisdictions. Counsel need express no opinion (A) as to the enforceability of forum selection clauses in the federal courts or (B) with respect to the requirements of, or compliance with, any state securities or "Blue Sky" or real estate syndication laws; (g) You shall have received on the Closing Date, an opinion (satisfactory to you and counsel for the Initial Purchasers), dated the Closing Date, of McGuire Woods LLP, special Maryland counsel for the Company, to the effect that: (i) Each of the Company and the Corporate Subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of its respective jurisdiction of incorporation. (ii) Each of the Company and the Corporate Subsidiaries has corporate power and authority to own, lease and operate its properties and other assets and to conduct the business in which it is engaged or proposes to engage, in each case, as described in the Offering Memorandum, and the Company has the corporate power and authority to enter into and perform its obligations under this Agreement and the Indenture. (iii) The issuance of Securities have been duly authorized by the Company on behalf of the Operating Partnership. (iv) Each of this Agreement, the Registration Rights Agreement and the Indenture was duly and validly authorized by the Company, on behalf of itself, if applicable, and the Operating Partnership. (v) The execution and delivery of this Agreement, the Registration Rights Agreement and the Indenture, the performance of the obligations and the consummation of the transaction set forth herein and therein by the Company will not require, to the knowledge of such counsel, any consent, approval, authorization or other order of any Maryland court, regulatory body, administrative agency or other governmental body (except as such may be required under the Securities Act or other securities laws) and did not and does not conflict with or constitute a breach or violation of or default under: (A) the charter or by-laws, as the case may be, of the Company; and (B) any applicable Maryland law, rule or administrative regulation or any order or administrative or court decree of which such counsel is aware, except in each case for conflicts, breaches, violations or defaults that in the aggregate would not have a Material Adverse Effect. (vi) To the knowledge of such counsel, no Material authorization, approval, consent or order of any Maryland court, governmental authority, agency or other entity is required in connection with the offering, issuance or sale of the Securities hereunder, except such as may be required under Maryland securities, blue sky or real estate syndication laws. (vii) The Company and each of the Corporate Subsidiaries was authorized to enter into the partnership agreement of each Partnership Subsidiary for which the Company or such Corporate Subsidiary, as the case may be, is the general partner, if applicable. 19 (h) You shall have received on the Closing date, an opinion (satisfactory to you and counsel for the Initial Purchasers), dated the Closing Date, of Barack Ferrazzano Kirschbaum Perlman & Nagelberg, special Illinois counsel for the Company, to the effect that: (i) To the knowledge of such counsel, none of the Company or the Operating Partnership, FIMC, the Mortgage Partnership, FIPC or FIP is in violation of, or default in connection with the performance or observance of any obligation, agreement, covenant or condition contained in any or all of (1) that certain Unsecured Revolving Credit Agreement, dated as of June 30, 2000, among the Operating Partnership, as Borrower, the Company, as General Partner, Bank One, NA, UBS AG, Stamford Branch, Banc of America, N.A., and certain other banks, as Lenders, Bank One, NA, as Administrative Agent, UBS Warburg LLC, as Syndication Agent, Banc of America, N.A., as Documentation Agent and Wachovia Bank, N.A., as Managing Agent; and (2) that certain Loan Agreement, dated as of December 29, 1995, by and between Nomura Asset Capital Corporation as Lender, and the Mortgage Partnership, as Borrower (all such indebtedness collectively, the "Credit Documents"), except in each case for defaults that, in the aggregate, are not reasonably expected to have a Material Adverse Effect. (ii) The execution and delivery of this Agreement and the Indenture and the performance of the obligations set forth herein and therein by the Company and the Operating Partnership did not and do not conflict with, or constitute a breach or violation of, or default under: (A) any or all of the Credit Documents; (B) any applicable law, rule or administrative regulation of the federal government (or agency thereof) of the United States; or (C) any order or administrative or court decree issued to or against, or concerning any or all of the Company or the Operating Partnership, the Mortgage Partnership, FIMC, FIPC or FIP, of which, in the cases of clauses (B) and (C) above, such counsel is aware, except in each case for conflicts, breaches, violations or defaults that, in the aggregate, would not have a Material Adverse Effect. (iii) To the knowledge of such counsel, there are no legal or governmental proceedings pending or threatened that do, or are likely to, have a Material Adverse Effect. (iv) The information in the Company Annual Report of Form 10-K under the footnotes to Item 2 "The Properties--Detailed Property Listing" and Note 5 to the Company's Consolidated Financial Statements to the extent that it constitutes statements of law, descriptions of statutes, summaries of principal financing terms of Credit Documents or legal conclusions, has been reviewed by such counsel and is correct in all material respects and presents fairly the information disclosed therein. (i) You shall have received on the Closing Date, an opinion (satisfactory to you and counsel for the Initial Purchasers), dated the Closing Date, of Cahill Gordon & Reindel, counsel for the Company and the Operating Partnership, to the effect that: We are of the opinion that, commencing with the Company's taxable year ended on December 31, 1994, the Company has been organized in conformity with the requirements for qualification as a REIT under the Code and the Company's method of operation, as described in the Offering Memorandum and as set forth in the Certificate has enabled it to meet the requirements for qualification as a REIT under the Code and, provided that the Company continues to satisfy the applicable asset composition, source of income, shareholder diversification, distribution, recordkeeping and other requirements of the Code necessary to qualify as a REIT, it will continue to so qualify. 20 (j) On the date hereof, the Accountants shall have furnished to the Initial Purchasers a letter, dated the date of its delivery, addressed to the Initial Purchasers and in form and substance satisfactory to the Initial Purchasers (and to its counsel), confirming that they are independent public accountants with respect to the Operating Partnership, the Company and the Subsidiaries as required by the Securities Act and with respect to the financial and other statistical and numerical information contained in the Offering Memorandum and containing statements and information of the type ordinarily included in accountants' "comfort letters" as set forth in the AICPA's Statement on Auditing Standards 72. At the Closing Date, the Accountants shall have furnished to the Initial Purchasers a letter, dated the date of its delivery, which shall confirm, on the basis of a review in accordance with the procedures set forth in the letter from it, that nothing has come to its attention during the period from the date of the letter referred to in the prior sentence to a date (specified in the letter) not more than five days prior to the Closing Date, which would require any change in its letter dated the date hereof if it were required to be dated and delivered at the Closing Date; (k) You shall have received on the Closing Date an opinion, dated the Closing Date, of Clifford Chance Rogers & Wells LLP ("Clifford Chance Rogers & Wells"), counsel for the Initial Purchasers, as to the matters referred to in clause (i) (with respect to the Company only) of Section 7(g) and clauses (ii) (with respect to the Operating Partnership and the first sentence only), (iv), (v), (vi), (vii), (viii) and (xiv) of Section 7(f) and in addition, Clifford Chance Rogers & Wells shall make statements similar to those contained in the first paragraph following Section 7(f)(xvii) hereto and shall be entitled to rely on those persons described in the second paragraph following Section 7(f)(xvii) hereto with respect to the matters described therein. (l) At the Closing Date, the Securities shall have the ratings accorded by any "nationally recognized statistical organization," as defined by the Commission for purposes of Rule 436(g)(2) under the Act if and as specified in Schedule I hereto, and the Operating Partnership shall have delivered to the Representatives a letter, dated as of such date, from each such rating organization, or other evidence satisfactory the Representatives, confirming that the Securities have such ratings. Since the date hereof, there shall not have occurred a downgrading in the rating assigned to the Securities or any of the Company's securities or the Operating Partnership's other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of the Securities or any of the Company's securities or the Operating Partnership's other securities. (m) At the Closing Date, counsel for the Initial Purchasers shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Securities, as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Operating Partnership and the Company in connection with the issuance and sale of the Securities as herein contemplated shall be reasonably satisfactory in form and substance to the Initial Purchasers and counsel for the Initial Purchasers. The opinions and certificates mentioned in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in all material respects satisfactory to you and to Clifford Chance Rogers & Wells, counsel for the Initial Purchasers. 8. Each of the Initial Purchasers and the Operating Partnership hereby establish and agree to observe the following procedures in connection with the offer and sale of the Securities: 21 (a) Offers, sales and deliveries of the Securities shall only be made (x) to persons whom the offeror or seller reasonably believes to be "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) or (y) non-U.S. persons outside the United States, as defined in Regulation S under the Securities Act, to whom the offeror or seller reasonably believes offers and sales of the Securities may be made in reliance upon Regulation S under the Securities Act. Each Initial Purchaser agrees that it will not offer, sell or deliver any of the Securities in any jurisdiction outside the United States except under circumstances that will result in compliance with the applicable laws thereof, and that it will take at its own expense whatever action is required to permit its purchase and resale of the Securities in such jurisdictions. (i) No general solicitation or general advertising (within the meaning of Rule 502(c) under the Securities Act) will be used in the United States in connection with the offering or sale of the Securities. (ii) In the case of a non-bank Subsequent Purchaser of a Security acting as a fiduciary for one or more third parties, each such third party shall, in the judgment of the applicable Initial Purchaser, be a Qualified Institutional Buyer or a non-U.S. person outside the United States. (iii) Each Initial Purchaser will take reasonable steps to inform, and cause each of its U.S. Affiliates to take reasonable steps to inform, persons acquiring Securities from such Initial Purchaser or affiliate, as the case may be, in the United States that the Securities (a) have not been and will not be registered under the Securities Act, (b) are being sold to them without registration under the Securities Act in reliance on Rule 144A or in accordance with another exemption from registration under the Securities Act, as the case may be, and (c) may not be offered, sold or otherwise transferred except (1) to the Operating Partnership, (2) outside the United States in accordance with Regulation S, or (3) inside the United States in accordance with (x) Rule 144A to a person whom the seller reasonably believes is a Qualified Institutional Buyer that is purchasing such Securities for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A or (y) pursuant to another available exemption from registration under the Securities Act. (iv) No sale of the Securities to any one Subsequent Purchaser will be for less than U.S. $1,000 principal amount and no Security will be issued in a smaller principal amount. If the Subsequent Purchaser is a non-bank fiduciary acting on behalf of others, each person for whom it is acting must purchase at least U.S. $100,000 principal amount of the Securities. (v) The transfer restrictions and the other provisions set forth in the Offering Memorandum under the heading "Notice to Investors," including the legend required thereby, shall apply to the Securities except as otherwise agreed by the Operating Partnership and the Initial Purchasers. (vi) Each Initial Purchaser will deliver to each Subsequent Purchaser of the Securities, in connection with its original distribution of the Securities, a copy of the Offering Memorandum, as amended and supplemented at the date of such delivery, if required by applicable law. (b) The Operating Partnership covenants with each Initial Purchaser as follows: (i) The Operating Partnership agrees that, in order to render the Securities eligible for resale pursuant to Rule 144A under the Securities Act, while any of the Securities remain outstanding, it will make available, upon request, to any holder of Securities or prospective purchasers of 22 Securities the information specified in Rule 144A(d)(4), unless the Operating Partnership furnishes information to the Commission pursuant to Section 13 or 15(d) of the Exchange Act; and (ii) Until the expiration of two years after the original issuance of the Securities, the Operating Partnership will not, and will cause its Affiliates not to, purchase or agree to purchase or otherwise acquire any Securities which are "restricted securities" (as such term is defined under Rule 144(a)(3) under the Securities Act), whether as beneficial owner or otherwise (except as agent acting as a securities broker on behalf of and for the account of customers in the ordinary course of business in unsolicited broker's transactions), unless such repurchased Securities are promptly retired. (c) Each Initial Purchaser understands that the Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. Each Initial Purchaser severally represents and agrees that it has offered and sold Securities and will offer and sell Securities (i) as part of their distribution at any time and (ii) otherwise until forty days after the later of the date upon which the offering of the Securities commences and the Closing Date, only in accordance with Rule 903 of Regulation S, or another applicable exemption from the registration provisions of the Securities Act or Rule 144A under the Securities Act. Accordingly, neither the Initial Purchasers, their affiliates nor any persons acting on their behalf have engaged or will engage in any directed selling efforts with respect to Securities, and the Initial Purchasers, their affiliates and any person acting on their behalf have complied and will comply with the offering restriction requirements of Regulation S. Each Initial Purchaser agrees that, at or prior to confirmation of a sale of Securities (other than a sale of Securities pursuant to Rule 144A) it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it or through it during the restricted period a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the Securities Act and may not be offered or sold within the United States or to or for the account or benefit of U.S. persons (i) as part of their distribution at any time and (ii) otherwise until forty days after the later of the date upon which the offering of the Securities commenced and the date of closing, except in either case in accordance with Regulation S, Rule 144A under the Securities Act or another exemption from the registration requirements of the Securities Act. Terms used above have the meaning given to them by Regulation S." Terms used in the above paragraph have the meanings given to them by Regulation S. (d) Each Initial Purchaser severally represents and agrees that it has not entered and will not enter into any contractual arrangements with respect to the distribution of the Securities, except with its affiliates or with the prior written consent of the Operating Partnership. 9. The Company and the Operating Partnership, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser and each person, if any, who controls any Initial Purchaser within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including without limitation the legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted) caused by any untrue statement or alleged untrue statement of a material fact contained in the Offering Memorandum (as amended or supplemented if the Company or the Operating Partnership shall have 23 furnished any amendments or supplements thereto) or any preliminary offering memorandum, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company or the Operating Partnership in writing by such Initial Purchaser through you expressly for use therein; provided, that the foregoing indemnity with respect to any preliminary offering memorandum shall not inure to the benefit of any Initial Purchaser (or to the benefit of the person controlling such Initial Purchaser) from whom the person asserting any such losses, claims, damages or liabilities purchased Securities if such untrue statement or omission or alleged untrue statement or omission made in such preliminary offering memorandum supplement is eliminated or remedied in the Offering Memorandum (as amended or supplemented if the Company or the Operating Partnership shall have furnished any amendments or supplements thereto) and, if required by law, a copy of the Offering Memorandum (as so amended or supplemented) shall not have been furnished to such person at or prior to the written confirmation of the sale of such Securities to such person. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company and the Operating Partnership, and the Company's and the Operating Partnership's officers and directors and each person who controls the Company or the Operating Partnership within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act, to the same extent as the foregoing indemnity from the Company and the Operating Partnership to each Initial Purchaser, but only with reference to information relating to such Initial Purchaser furnished to the Company and the Operating Partnership in writing by such Initial Purchaser through you expressly for use in the Offering Memorandum, any amendment or supplement thereto, or any preliminary offering memorandum. For purposes of this Section 9, the only written information furnished by the Initial Purchasers to the Company expressly for use in the Offering Memorandum is the name of the Initial Purchasers on the front cover and in the "Plan of Distribution" section, the second paragraph following the table in the "Plan of Distribution" section and the last two paragraphs in the "Plan of Distribution" section. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnity may be sought pursuant to either of the two preceding paragraphs, such person (the "Indemnified Person") shall promptly notify the person against whom such indemnity may be sought (the "Indemnifying Person") in writing, and the Indemnifying Person, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed to the contrary, (ii) the Indemnifying Person has failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person or (iii) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. It is understood that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm for the Initial Purchasers and such control persons of Initial Purchasers shall be designated in writing by the Representatives and any such separate firm for the Company, the Operating Partnership, their directors, officers and such control persons of the Company and the Operating Partnership or authorized 24 representatives shall be designated in writing by the Company or the Operating Partnership. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified Person shall have requested an Indemnifying Person to reimburse the Indemnified Person for fees and expenses of counsel as contemplated by the third sentence of this paragraph, the Indemnifying Person agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such Indemnifying Person of the aforesaid request and (ii) such Indemnifying Person shall not have reimbursed the Indemnified Person in accordance with such request prior to the date of such settlement. If it is ultimately determined that an Indemnified Person was not entitled to indemnification hereunder, such Indemnified Person shall be responsible for repaying or reimbursing the Indemnifying Person for any amounts so paid or incurred by such Indemnifying Person pursuant to this paragraph. No Indemnifying Person shall, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding. If the indemnification provided for in the first and second paragraphs of this Section 9 is unavailable to an Indemnified Person in respect of any losses, claims, damages or liabilities referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such losses, claims, damages or liabilities (a) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Operating Partnership on the one hand and the Initial Purchasers on the other hand from the offering of the Securities or (b) if the allocation provided by clause (a) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (a) above but also the relative fault of the Company and the Operating Partnership on the one hand and the Initial Purchasers on the other in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Operating Partnership on the one hand and the Initial Purchasers on the other shall be deemed to be in the same respective proportions as the net proceeds from the offering of such Securities (before deducting expenses) received by the Company and the Operating Partnership and the total discounts and the commissions received by the Initial Purchasers bear to the aggregate public offering price of the Securities. The relative fault of the Company and the Operating Partnership on the one hand and the Initial Purchasers on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company and the Operating Partnership on the one hand or by the Initial Purchasers on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, the Operating Partnership and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with investigating or defending any such action or claim. Notwithstanding the 25 provisions of this Section 9, in no event shall an Initial Purchaser be required to contribute any amount in excess of the amount by which the total price at which the Securities purchased by it were offered exceeds the amount of any damages that such Initial Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers' obligations to contribute pursuant to this Section 9 are several in proportion to the respective principal amounts of Securities set forth opposite their names in Schedule II hereto, and not joint, The remedies provided for in this Section 9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity. The indemnity and contribution agreements contained in this Section 9 and the representations, warranties and covenants of the Company and the Operating Partnership set forth in this Agreement shall remain operative and in full force and effect regardless of (a) any termination of this Agreement, (b) any investigation made by or on behalf of any Initial Purchaser or any person controlling any Initial Purchaser or by or on behalf of the Company, its officers or directors or any other person controlling the Company or the Operating Partnership and (c) acceptance of and payment for any of the Securities. 10. Notwithstanding anything herein contained, this Agreement may be terminated in your absolute discretion by notice given to the Operating Partnership, if after the execution and delivery of this Agreement and prior to the Closing Date (a) the Company and the Operating Partnership shall have failed, refused or been unable, at or prior to the Closing Date, to perform any agreements on its part to be performed hereunder, (b) any other conditions to the Initial Purchasers' obligations hereunder are not fulfilled, (c) trading generally shall have been suspended or materially limited on or by, as the case may be, any of the New York Stock Exchange, the American Stock Exchange, the National Association of Securities Dealers, Inc., the Chicago Board Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, (d) trading of any securities of or guaranteed by the Company and the Operating Partnership shall have been suspended on any exchange or in any over-the-counter market, (e) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities; or (f) there shall have occurred any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse and which, in your judgment, makes it impracticable to market the Securities on the terms and in the manner contemplated in the Offering Memorandum. 11. If, on the Closing Date, any one or more of the Initial Purchasers shall fail or refuse to purchase Securities which it or they have agreed to purchase under this Agreement, and the aggregate principal amount of Securities, which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Securities, the other Initial Purchaser or Initial Purchasers shall be obligated severally in the proportions that the principal amount of Securities set forth opposite their respective names in Schedule II hereto bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Initial Purchasers, or in such other proportions as the non-defaulting Initial Purchasers may specify, to purchase the Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase on such date; provided that in no event shall the principal amount of Securities that any Initial Purchaser has agreed to purchase pursuant to Section 1 be increased pursuant to this Section 11 by an amount in excess of one-ninth of such principal amount of Securities without the written consent of such Initial Purchaser. If, on the Closing Date, any Initial Purchaser or Initial Purchasers shall fail or refuse to purchase Securities and the aggregate principal amount of Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Securities to be purchased, and arrangements satisfactory to the Initial Purchasers and the Operating 26 Partnership for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Initial Purchaser or the Operating Partnership. In any such case either you or the Company and the Operating Partnership shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Offering Memorandum or in any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement. 12. If this Agreement shall be terminated by the Initial Purchasers, or any of them, because of any failure or refusal on the part of the Company and the Operating Partnership to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Company and the Operating Partnership shall be unable to perform their obligations under this Agreement or any condition of the Initial Purchasers' obligations cannot be fulfilled, the Company and the Operating Partnership agree to reimburse the Initial Purchasers or such Initial Purchasers as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and expenses of their counsel) reasonably incurred by the Initial Purchasers in connection with this Agreement or the offering of Securities contemplated hereunder and the Company and the Operating Partnership shall then be under no further liability to any Initial Purchasers pursuant to this Agreement except as provided in Sections 6(m) and 9 of this Agreement. 13. This Agreement shall inure to the benefit of and be legally binding upon the Company, the Operating Partnership, the Initial Purchasers, any controlling persons referred to herein and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any other person, firm or corporation any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. No purchaser of Securities from any Initial Purchaser shall be deemed to be a successor by reason merely of such purchase. 14. Any action by the Initial Purchasers hereunder may be taken by you jointly or by the Representatives alone on behalf of the Initial Purchasers, and any such action taken by you jointly or by the Representatives alone shall be binding upon the Initial Purchasers. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Initial Purchasers shall be given to the Initial Purchasers, c/o Chase Securities Inc., 270 Park Avenue, New York, New York 10017 Attention: Syndicate Department, with a copy to Clifford Chance Rogers & Wells LLP, 200 Park Avenue, New York, New York 10166, Attention: Robert E. King, Jr., Esq. Notices to the Company shall be given to it at First Industrial Realty Trust, Inc., 311 South Wacker Drive, Suite 4000, Chicago, Illinois, 60606, Attention: Michael W. Brennan, with a copy to Cahill Gordon & Reindel, 80 Pine Street, New York, New York, 10005, Attention: Gerald S. Tanenbaum, Esq. 15. This Agreement may be signed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. 16. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to the conflicts of laws provisions thereof. 27 Very truly yours, FIRST INDUSTRIAL REALTY TRUST, INC. By: /s/ Johannson Yap --------------------------------------------------- Name: Johannson Yap Title: Chief Investment Officer FIRST INDUSTRIAL, L.P. By: First Industrial Realty Trust, Inc., as its sole general partner By: /s/ Johannson Yap --------------------------------------------------- Name: Johannson Yap Title: Chief Investment Officer Accepted: March 12, 2001 CHASE SECURITIES INC. CREDIT SUISSE FIRST BOSTON CORPORATION MERRILL LYNCH, PIERCE FENNER & SMITH INCORPORATED SALOMON SMITH BARNEY INC. BANC ONE CAPITAL MARKETS, INC. BANC OF AMERICA SECURITIES LLC UBS WARBURG, LLC c/o Chase Securities Inc. 270 Park Avenue New York, New York 10017 By: CHASE SECURITIES INC., on behalf of itself and the several Initial Purchasers listed in Schedule II hereto By: /s/ Rob Nordlinger ---------------------------------------------------------- Name: Rob Nordlinger Title: Vice President 28 SCHEDULE I
Initial Purchasers: Credit Suisse First Boston Corporation Chase Securities Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated Salomon Smith Barney Inc. Banc of America Securities LLC Banc One Capital Markets, Inc. UBS Warburg LLC Purchase Agreement dated: March 12, 2001 Title of Securities: 7.375% Notes due 2011 (the "Notes") Aggregate principal amount: $200,000,000 Purchase Price: 99.695% of the principal amount of the Notes, plus accrued interest, if any, from March 19, 2001 Initial Purchasers' Discount 0.65% of the principal amount of the Notes, plus accrued interest, if any, from March 19, 2001 Indenture: Indenture dated as of May 13, 1997 and Supplemental Indenture No. 6 thereto to be dated as of March 19, 2001, both between the Operating Partnership and the Trustee Maturity: March 15, 2011 Interest Rate: 7.375% Interest Payment Dates: March 15 and September 15, commencing September 15, 2001 Redemption: None Sinking Fund Provisions: None Other Significant Provisions: As set forth in the Offering Memorandum Ratings: Standard & Poor's: "BBB" Fitch Investor Service, L.P.: "BBB+" Moody's Investors Service: "Baa2" Duff & Phelps: "BBB" Closing Date and Time of Delivery: The Closing will be held at 9:00 A.M. (New York City time) on March 19, 2001, with the Securities being delivered through the book-entry facilities of The Depository Trust Company ("DTC") and made available for checking by DTC and the Trustee at I-1 least 24 hours prior to the Closing Date Closing Location: Clifford Chance Rogers & Wells LLP 200 Park Avenue New York, NY 10166
I-2 SCHEDULE II
Principal Amount of Securities Initial Purchasers to be Purchased Credit Suisse First Boston Corporation $ 70,000,000 Chase Securities Inc. $ 70,000,000 Merrill Lynch, Pierce, Fenner & Smith Incorporated $ 15,000,000 Salomon Smith Barney Inc. $ 15,000,000 Banc of America Securities LLC $ 10,000,000 Banc One Capital Markets, Inc. $ 10,000,000 UBS Warburg LLC $ 10,000,000 ------------- Total $200,000,000 =============
II-1 SCHEDULE III JURISDICTIONS OF FOREIGN QUALIFICATION OF THE COMPANY, THE CORPORATE SUBSIDIARIES AND THE PARTNERSHIP SUBSIDIARIES ENTITY: JURISDICTION - ------ ------------ First Industrial, L.P. Georgia* Illinois* Indiana* Iowa Michigan Minnesota* Missouri New Jersey* New York* Ohio Pennsylvania Tennessee Wisconsin First Industrial Realty Trust, Inc. Georgia* Illinois* Indiana* Michigan* Minnesota* New Jersey* New York* Ohio First Industrial Securities, L.P. Illinois Michigan Minnesota Pennsylvania First Industrial Securities Corporation Illinois* Michigan* First Industrial Pennsylvania Partnership, L.P. Pennsylvania First Industrial Pennsylvania Corporation Pennsylvania First Industrial Financing Partnership, L.P. Georgia Illinois Iowa Michigan Minnesota Missouri New Hampshire Pennsylvania Tennessee Texas Wisconsin First Industrial Finance Corporation Georgia* Illinois* Michigan* Wisconsin First Industrial Mortgage Partnership, L.P. Georgia Illinois Michigan Minnesota Missouri Tennessee FR Development Services, Inc Arizona California Colorado Florida Indiana New York III-2 - -------- * Denotes jurisdictions on which counsel is opining. EX-5 3 filpex5.txt OPINION OF CAHILL GORDON & REINDEL Exhibit 5 [Letterhead of Cahill Gordon & Reindel] June 14, 2001 First Industrial, L.P. 311 S. Wacker Drive, Suite 4000 Chicago, Illinois 60606 Ladies and Gentlemen: We have acted as counsel for First Industrial, L.P. (the "Operating Partnership") and its sole general partner, First Industrial Realty Trust, Inc. (the "Company"), in connection with the Registration Statement on Form S-4 (the "Registration Statement") filed by the Operating Partnership with the Securities and Exchange Commission (the "Commission") for registration under the Securities Act of 1933, as amended (the "Securities Act"), of $200,000,000 aggregate principal amount of 7.375% Senior Notes due 2011 of the Operating Partnership (the "Exchange Notes"). The Exchange Notes will be issued pursuant to the Indenture (the "Original Indenture"), dated as of May 13, 1997, between the Operating Partnership and U.S. Bank Trust National Association (formerly known as First Trust National Association), as trustee (the "Trustee"), and Supplemental Indenture No. 6 thereto between the Operating Partnership and the Trustee, dated as of March 19, 2001 (the "Supplemental Indenture" and, together with the Original Indenture, the "Indenture"). The Registration Statement was filed in connection with the exchange offer (the "Exchange Offer") pursuant to which the Exchange Notes will be issued for a like principal amount of the Operating Partnership's outstanding 7.375% Senior Notes due 2011 (the "Old Notes"). In connection therewith, we have examined, among other things, originals or copies, certified or otherwise identified to our satisfaction, of the Sixth Amended and Restated Limited Partnership Agreement of the Operating Partnership, as amended, resolutions of the Board of Directors of the Company with respect to the filing of the Registration Statement and such other documents as we have deemed necessary or appropriate for the purpose of rendering this opinion. In our examination of documents, instruments and other papers, we have assumed the genuineness of all signatures on original and certified documents and the conformity to original and certified documents of all copies submitted to us as conformed, photostatic or other copies. We have also assumed that the Registration Statement and any amendments thereto (including any post-effective amendments) will have become effective and will comply with all applicable laws at the time the Exchange Notes are offered or issued as contemplated by the Registration Statement. As to matters of fact, we have relied upon representations of officers of the Company. Based upon the foregoing examination, information supplied and assumptions, it is our opinion that the Exchange Notes have been duly authorized for issuance and, when the Exchange Notes have been duly executed by the Operating Partnership, authenticated by the Trustee and issued and delivered in exchange for the Old Notes in accordance with the terms of the Exchange Offer and the Indenture as contemplated by the Registration Statement, the Exchange Notes will be entitled to the benefits of the Indenture and will be the valid and binding obligation of the Operating Partnership, enforceable in accordance with their terms, except as the enforceability thereof may be limited by the laws of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors" rights generally and subject, as to enforceability, to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). We are attorneys admitted to practice in the State of New York. We express no opinion concerning the laws of any jurisdiction other than the Delaware Revised Uniform Limited Partnership Act, the laws of the United States of America and the laws of the State of New York. We hereby consent to the reference to our firm in the Registration Statement under the caption "Legal Matters" and to the inclusion of this opinion as an exhibit to the Registration Statement. Our consent to such reference does not constitute a consent under Section 7 of the Securities Act as in consenting to such reference we have not certified any part of the Registration Statement and do not otherwise come within the categories of persons whose consent is required under Section 7 or under the rules and regulations of the Commission thereunder. Very truly yours, /S/ CAHILL GORDON & REINDEL -2- EX-12.1 4 filpex12.txt COMPUTATION OF EARNINGS Exhibit 12
FIRST INDUSTRIAL, L.P. COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES (DOLLARS IN THOUSANDS) 3/31/01 12/31/00 12/31/99 12/31/98 12/31/97 12/31/96 ------------------------------------------------------------------------------ Income From Operations................. $ 27,458 $ 104,386 $ 126,073 $ 83,067 $ 57,557 $ 32,577 Plus: Interest Expense and Amortization of Interest Rate Protection Agreements and 20,885 82,568 78,094 69,713 25,468 4,881 ------------ ------------ ------------ ---------- ---------- --------- Deferred Financing Costs............ Earnings Before Fixed Charges.......... $ 48,343 $ 186,954 $ 204,167 $152,780 $ 83,025 $ 37,458 ============ ============ ============ ========== ========== ========= Fixed Charges.......................... $ 22,858 $ 87,771 $ 83,662 $ $ 26,619 $ 5,382 ============ ============ ============ ======================= ========= 73,356 Ratio of Earnings to Fixed 2.11x 2.13x 2.44x 2.08x 3.12x 6.96x =========== ========== ============ ========== ========== ========== Charges(a)..........................
(a) For purposes of computing the ratios of earnings to fixed charges, earnings have been calculated by adding fixed charges (excluding capitalized interest) to income from operations before income allocated to minority interest. Fixed charges consist of interest costs, whether expensed or capitalized, and amortization of interest rate protection agreements and deferred financing charges. EX-23.1 5 filpex231.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP Exhibit 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of our report dated February 9, 2001 relating to the consolidated financial statements which appear in the First Industrial, L.P. Annual Report on Form 10-K for the year ended December 31, 2000 and of our report dated February 9, 2001 relating to the combined financial statements of the Other Real Estate Partnerships which appears in the First Industrial, L.P. Annual Report on Form 10-K. We also consent to the incorporation by reference of our report dated February 9, 2001 relating to the financial statement schedule, which also appears in the First Industrial, L.P. Annual Report on Form 10-K. We also consent to the incorporation by reference of our report dated June 28, 2000 relating to the combined historical statement of revenues and certain expenses of the 2000 Acquisition I Properties for the year ended December 31, 1999, of our report dated February 2, 2001 relating to the combined historical statement of revenues and certain expenses of the 2000 Acquisition II Properties for the year ended December 31, 1999 and of our report dated December 8, 2000 relating to the combined historical statement of revenues and certain expenses for the 2000 Acquisition III Properties for the year ended December 31, 1999, which each are included in the First Industrial, L.P. Current Report on Form 8-K dated January 12, 2001, as amended by Form 8-K/A filed on March 8, 2001. We also consent to the reference to us under the heading "Experts" in this Registration Statement. /s/ PricewaterhouseCoopers LLP Chicago, Illinois June 14, 2001 EX-25 6 filpex25.txt FORM T-1 Exhibit 25 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- FORM T-1 Statement of Eligibility Under the Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee U.S. BANK TRUST NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) United States 41-0257700 (State of Incorporation) (I.R.S. Employer Identification No.) U.S. Bank Trust Center 180 East Fifth Street St. Paul, Minnesota 55101 (Address of Principal Executive Offices) (Zip Code) First Industrial, L.P. (Exact name of Registrant as specified in its charter) Delaware 36-3924586 (State of Incorporation) (I.R.S. Employer Identification No.) 311 South Wacker Drive Suite 4000 Chicago, Illinois 60606 (Address of Principal Executive Offices) (Zip Code) 7.375% Senior Notes due 2011 (Title of the Indenture Securities) GENERAL 3.1.1 GENERAL INFORMATION Furnish the following information as to the Trustee. 3.1.1.1 Name and address of each examining or supervising authority to which it is subject. Comptroller of the Currency Washington, D.C. 3.1.1.2 Whether it is authorized to exercise corporate trust powers. Yes 3.1.2 AFFILIATIONS WITH OBLIGOR AND UNDERWRITERS If the obligor or any underwriter for the obligor is an affiliate of the Trustee, describe each such affiliation. None See Note following Item 16. Items 3-15 are not applicable because to the best of the Trustee's knowledge the obligor is not in default under any Indenture for which the Trustee acts as Trustee. 16. LIST OF EXHIBITS List below all exhibits filed as a part of this statement of eligibility and qualification. 1. Copy of Articles of Association.(1) 2. Copy of Certificate of Authority to Commence Business.(*) 3. Authorization of the Trustee to exercise corporate trust powers (included in Exhibits 1 and 2; no separate instrument).(*) 4. Copy of existing By-Laws.(*) 5. Copy of each Indenture referred to in Item 4. N/A. 6. The consents of the Trustee required by Section 321(b) of the act. 7. Copy of the latest report of condition of the Trustee published pursuant to law or the requirements of its supervising or examining authority. - ---------- (1) Incorporated by reference to Registration Number 22-27000. NOTE The answers to this statement insofar as such answers relate to what persons have been underwriters for any securities of the obligors within three years prior to the date of filing this statement, or what persons are owners of 10% or more of the voting securities of the obligors, or affiliates, are based upon information furnished to the Trustee by the obligors. While the Trustee has no reason to doubt the accuracy of any such information, it cannot accept any responsibility therefor. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee, U.S. Bank Trust National Association, an Association organized and existing under the laws of the United States, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Saint Paul and State of Minnesota on the 12th day of June, 2001. U.S. BANK TRUST NATIONAL ASSOCIATION /s/ Lori-Anne Rosenberg --------------------------- Lori-Anne Rosenberg Assistant Vice President /s/ Julie Eddington Julie Eddington Assistant Secretary EXHIBIT 6 CONSENT In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK TRUST NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor. Dated: June 12, 2001 U.S. BANK TRUST NATIONAL ASSOCIATION /s/ Lori-Anne Rosenberg ---------------------------- Lori-Anne Rosenberg Assistant Vice President
RI-1.a.1 RIAD4011 RE Loans 0 RI-1.a.2 RIAD4012 Coml/Indl Loans 0 RI-1.a.3.a RIADB485 Credit Card Loans 0 RI-1.a.3.b RIADB486 Other(Sngl Pymt,Instl,Stdnt,Rev Crdt) 0 RI-1.a.4 RIAD4056 Loans to Foreign Govts 0 RI-1.a.5 RIAD4058 All Other Loans 0 RI-1.a.6 RIAD4010 Total Interest & Fee Inc 0 RI-1.b RIAD4065 Inc from Lease Financing Recv 0 RI-1.c RIAD4115 Interest on Balances Due 0 RI-1.d.1 RIADB488 U.S. Treas Securities/US Gvt Agncy Ob 4 RI-1.d.2 RIADB489 Mortgage-backed securities 0 RI-1.d.3 RIAD4060 All Other Securities 0 RI-1.e RIAD4069 Interest on Trading Assets 0 RI-1.f RIAD4020 Interest on Fed Funds Sold 0 RI-1.g RIAD4518 Other Interest Inc 31 RI-1.h RIAD4107 Total Interest Inc 35 RI-2.a.1 RIAD4508 Transaction Accounts 0 RI-2.a.2.a RIAD0093 Savings Deposits 0 RI-2.a.2.b RIADA517 Time Deposites >$100K 0 RI-2.a.2.c RIADA518 Time Deposites <$100K 0 RI-2.b RIAD4180 Expense of Fed Funds Purhased 0 RI-2.c RIAD4185 Int on Trading Liab/Other Brwd Money 0 RI-2.d RIAD4200 Interest on Subordinated Notes/Debent 0 RI-2.e RIAD4073 Total Interest Exp 0 RI-3 RIAD4074 Net Interest Income 35 RI-4 RIAD4230 Provision for Loan and Lease Losses 0 RI-5.a RIAD4070 Income from Fiduciary Activities 10855 RI-5.b RIAD4080 Service Charges on Deposit Accounts 0 RI-5.c RIADA220 Noninterest Inc:Trading revenue N/A RI-5.d RIADB490 Investment Banking 143 RI-5.e RIADB491 Venture Capital Revenue 0 RI-5.f RIADB492 Net Servicing Fees 0 RI-5.g RIADB493 Net Securitization Inc 0 RI-5.h RIADB494 Insurance Comm/Fees 0 RI-5.i RIAD5416 Net Gains (losses) on Loan Sales 0 RI-5.j RIAD5415 Net Gains (losses) on Other RE 0 RI-5.k RIADB496 Net Gains (losses) on Other Assets -7 RI-5.l RIADB497 Other Noninterest Inc 15022 RI-5.m RIAD4079 Total Noninterest Inc 26013 RI-6.a RIAD3521 Gain/Loss Sec Held to Maturity 0 RI-6.b RIAD3196 Gain/Loss Sec Available-for-sale 0 RI-7.a RIAD4135 Salaries and Benefits 7087 RI-7.b RIAD4217 Expenses of Premises/Fixed Assets 1781 RI-7.c RIAD4531 Amortization Exp of Intangible Assets 0 RI-7.d RIAD4092 Other Noninterest Expense 14949 RI-7.e RIAD4093 Total Noninterest Exp 23817 RI-8 RIAD4301 Inc (loss)Before Tax/Extraordinary/Other 2231 RI-9 RIAD4302 Income Taxes 1197 RI-10 RIAD4300 Inc (loss) Before Extraordinary/Other 1034 RI-11 RIAD4320 Extraordinary/Other 0 RI-12 RIAD4340 Net Income/Loss 1034 RI-M.1 RIAD4513 Int Exp on Tax-exempt After 8/7/1986 0 RI-M.2 RIAD8431 Memoranda: Income Sale/Srvc Mutuals 143 RI-M.3 RIAD4313 Memoranda: Inc. Tax-exempt loans/leases 0 RI-M.4 RIAD4507 Inc on State/Local Securities: Exempt 0 RI-M.5 RIAD4150 Number of Full-Time Employees 960 RI-M.6 RIAD4024 Ag/Farm Loans N/A RI-M.7 RIAD9106 Balance Sheet Restate - Bank's Acq Date N/A RI-M.8.a RIAD8757 Memoranda: Trading Rev - Interest N/A RI-M.8.b RIAD8758 Memoranda: Trading Rev - Foreign Exch N/A RI-M.8.c RIAD8759 Memoranda: Trading Rev - Equity/Index N/A RI-M.8.d RIAD8760 Memoranda: Trading Rev - Commodity N/A RI-M.9.a RIAD8761 Memoranda: Impact - Interest Income 0 RI-M.9.b RIAD8762 Memoranda: Impact - Interest Expense 0 RI-M.9.c RIAD8763 Memoranda: Impact - Other Allocations 0 RI-M.10 RIADA251 Memo: Credit losses on derivatives N/A RI-M.11 RIADA530 Memo: Subchapter S Election/Inc Tax NO RIA-1 RIAD3217 Total Equity Capital 47743 RIA-2 RIADB507 Restate/Changes in Accting Principles 0 RIA-3 RIADB508 Balance-End of Previous Calendar Year 47743 RIA-4 RIAD4340 Net Income/Loss 1034 RIA-5 RIADB509 Net-Cap Stock(Sale,Conv,Acq,or Retire) 0 RIA-6 RIADB510 Net-Treasury Stock Transactions 0 RIA-7 IAD4356 Changes Incident to Combinations 0 RIA-8 RIAD4470 LESS: Cash Dividends on Preferred 0 RIA-9 RIAD4460 LESS: Cash Dividends on Common 0 RIA-10 RIADB511 Other Comprehensive Income 1 RIA-11 RIAD4415 Other Parent H/C Transactions 0 RIA-12 RIAD3210 Total Eq/Cap End of Period 48778 RIB(P1)-1.a(a) RIAD3582 Memo: Charge-offs: Loans sec construc 0 RIB(P1)-1.a(b) RIAD3583 Memo: Recoveries: Loans sec construct 0 RIB(P1)-1.b(a) RIAD3584 Memo: Charge-offs: Loans sec farmland 0 RIB(P1)-1.b(b) RIAD3585 Memo: Recoveries: Loans sec farmland 0 RIB(P1)-1.c.1(a) RIAD5411 Memo: Charge-offs: Revolv loans 1-4 r 0 RIB(P1)-1.c.1(b) RIAD5412 Memo: Recoveries: Revolv loans 1-4 rs 0 RIB(P1)-1.c.2(a) RIAD5413 Memo: Charge-offs: Other loans 1-4 rs 0 RIB(P1)-1.c.2(b) RIAD5414 Memo: Recoveries: Other loans 1-4 res 0 RIB(P1)-1.d(a) RIAD3588 Memo: Charge-offs: Loans sec multifam 0 RIB(P1)-1.d(b) RIAD3589 Memo: Recoveries: Loans sec multifaml 0 RIB(P1)-1.e(a) RIAD3590 Memo: Charge-offs: Loans sec nonfarm 0 RIB(P1)-1.e(b) RIAD3591 Memo: Recoveries: Loans sec nonfarm 0 RIB(P1)-2(a) RIAD4481 Memo: Charge-offs: Loans to deposit inst 0 RIB(P1)-2(b) RIAD4482 Memo: Recoveries: Loans to deposit inst 0 RIB(P1)-4(a) RIAD4638 Memo: Charge-offs: Commerc/Indust Loans 0 RIB(P1)-4(b) RIAD4608 Memo: Recoveries: Commerc/Indust Loans 0 RIB(P1)-5.a(a) RIADB514 Memo: Charge-Offs: Loans-Credit Cards 0 RIB(P1)-5.a(b) RIADB515 Memo:Recoveries: Loans-Credit Cards 0 RIB(P1)-5.b(a) RIADB516 Memo:Charge-offs: Loans-Other 0 RIB(P1)-5.b(b) RIADB517 Memo: Recoveries: Loans-Other 0 RIB(P1)-6(a) RIAD4643 Loans to Foreign Govt: Charge-Offs 0 RIB(P1)-6(b) RIAD4627 Loans to Foreign Govt: Recoveries 0 RIB(P1)-7(a) RIAD4644 All Other Loans: Charge-Offs 0 -2- RIB(P1)-7(b) RIAD4628 All Other Loans: Recoveries 0 RIB(P1)-8(a) RIAD4266 Memo: Charge-offs: Lease Finance Receiv 0 RIB(P1)-8(b) RIAD4267 Memo:Recoveries: Lease Finance Receiv 0 RIB(P1)-9(a) RIAD4635 Memo: Charge-offs: Total 0 RIB(P1)-9(b) RIAD4605 Memo:Recoveries: Total 0 RIB(P1)-M.1(a) RIAD5409 Memo: Charge-offs: Loans to fin comm. 0 RIB(P1)-M.1(b) RIAD5410 Memo: Recoveries: Loans to fin commcl 0 RIB(P1)-M.2.a(a) RIAD4652 Charge-Offs: Non-US N/A RIB(P1)-M.2.a(b) RIAD4662 Recoveries: Non-US N/A RIB(P1)-M.2.b(a) RIAD4654 Loans to For Banks: Charge-Offs N/A RIB(P1)-M.2.b(b) RIAD4664 Loans to For Banks: Recoveries N/A RIB(P1)-M.2.c(a) RIAD4646 Coml/Indl Non-US: Charge-Offs N/A RIB(P1)-M.2.c(b) RIAD4618 Coml/Indl Non-US: Recoveries N/A RIB(P1)-M.2.d(a) RIAD4659 Leases Non-US: Charge-Offs N/A RIB(P1)-M.2.d(b) RIAD4669 Leases Non-US: Recoveries N/A RIB(P1)-M.3(a) RIAD4655 Ag/Farm Loans: Charge-Offs N/A RIB(P1)-M.3(b) RIAD4665 Ag/Farm Loans: Recoveries N/A RIB(P2)-1 RIADB522 Balance 0 RIB(P2)-2 RIAD4605 Recoveries 0 RIB(P2)-3 RIAD4635 LESS: Charge-offs 0 RIB(P2)-4 RIAD4230 Provision for Loan and Lease Losses 0 RIB(P2)-5 RIAD4815 Adjustments: Allowance Loan/Lease 0 RIB(P2)-6 RIAD3123 Balance-End of current period 0 RIE-1.a RIADC013 Other non-interest income (RI-5.l) 0 RIE-1.b RIADC014 Other non-interest income (RI-5.l) 0 RIE-1.c RIADC016 Other non-interest income (RI-5.l) 0 RIE-1.d RIAD4042 Other non-interest income (RI-5.l) 0 RIE-1.e RIADC015 Other non-interest income (RI-5.l) 0 RIE-1.f RIAD4461 Other non-interest income (RI-5.l) 7462 RIE-1.g RIAD4462 Other non-interest income (RI-5.l) 4353 RIE-1.h RIAD4463 Other non-interest income (RI-5.l) 1958 RIE-2.a RIADC017 Other non-interest expense (RI-7.d) 1901 RIE-2.b RIAD0497 Other non-interest expense (RI-7.d) 2098 RIE-2.c RIAD4136 Other non-interest expense (RI-7.d) 0 RIE-2.d RIADC018 Other non-interest expense (RI-7.d) 0 RIE-2.e RIAD8403 Other non-interest expense (RI-7.d) 0 RIE-2.f RIAD4141 Other non-interest expense (RI-7.d) 0 RIE-2.g RIAD4146 Other non-interest expense (RI-7.d) 0 RIE-2.h RIAD4464 Other non-interest expense (RI-7.d) 1878 RIE-2.i RIAD4467 Other non-interest expense (RI-7.d) 2122 RIE-2.j RIAD4468 Other non-interest expense (RI-7.d) 2848 RIE-3.a.1 RIAD6373 Effect of adopting FAS 133 0 RIE-3.a.2 RIAD4486 Applicable tax effect (RI-11) 0 RIE-3.b.1 RIAD4487 Extraordinary items and Adj (RI-11) 0 RIE-3.b.2 RIAD4488 Applicable tax effect (RI-11) 0 RIE-3.c.1 RIAD4489 Extraordinary items and Adj (RI-11) 0 RIE-3.c.2 RIAD4491 Applicable tax effect (RI-11.b) 0 RIE-4.a RIADB526 Restatements Due (RI-A.2) 0 RIE-4.b RIADB527 Restatements Due (RI-A.2) 0 RIE-5.a RIAD4498 Transactions w/parent (RIA-11) 0 RIE-5.b RIAD4499 Transactions w/parent (RIA-11) 0 -3- RIE-6.a RIAD4521 Adjs. to allow for l & l loss (RIB.2.5) 0 RIE-6.b RIAD4522 Adjs. to allow for l & l loss (RIB.2.5) 0 RIE-7 RIAD4769 Other Explanations Comment/No Comment X RC-1.a RCON0081 Cash and Noninterest-Bearing Balances 61694 RC-1.b RCON0071 Interest-Bearing Balances 0 RC-2.a RCON1754 Securities Held-to-Maturity 0 RC-2.b RCON1773 Total Available For Sale - Value 255 RC-3 RCON1350 Fed Funds Sold & Secs Purchased 0 RC-4.a RCON5369 Loans & leases held for sale 0 RC-4.b RCONB528 Loans & leases, net Unearned Inc 0 RC-4.c RCON3123 LESS: Allowance for Loan and Lease Lo 0 RC-4.d RCONB529 Loans & leases, net Unearned Inc & Allow 0 RC-5 RCON3545 Total Trading Assets N/A RC-6 RCON2145 Premises and Fixed Assets 3075 RC-7 RCON2150 Othr Real Estate - Total 0 RC-8 RCON2130 Investmnts in unconsold subs - Total 0 RC-9 RCON2155 Customer's Liability on Acceptances 0 RC-10.a RCON3163 Goodwill 0 RC-10.b RCON0426 Other intangible assets 0 RC-11 RCON2160 Total Other Assets 29885 RC-12 RCON2170 Total Assets 94909 RC-13.a RCON2200 Deposits - Domestic Offices 0 RC-13.a.1 RCON6631 Domestic Deposits - Noninterest-Bearing 0 RC-13.a.2 RCON6636 Domestic Deposits - Interest-Bearing 0 RC-14 RCON2800 Fed Funds Purchased & Secs Sold 0 RC-15 RCON3548 Total Trading Liabilities 0 RC-16 RCON3190 Other borrowed money 0 RC-18 RCON2920 Bank's Liability on Acceptances 0 RC-19 RCON3200 Subordinated Notes and Debentures 0 RC-20 RCON2930 Total Other Liabilities 46131 RC-21 RCON2948 Total Liabilities 46131 RC-22 RCON3000 Minority Interest in Subsidiaries 0 RC-23 RCON3838 Perpetual Preferred Stock & Surplus 0 RC-24 RCON3230 Common Stock 1000 RC-25 RCON3839 Surplus-exclude surplus rel pref stck 24000 RC-26.a RCON3632 Retained earnings 23775 RC-26.b RCONB530 Accumulated other comprehensive Inc 3 RC-27 RCONA130 Other equity captial components 0 RC-28 RCON3210 Total Equity/Capital 48778 RC-29 RCON3300 Total Lia/Pref Stock/Eq Capital 94909 RC-M. 1 RCON6724 Memo item auditors 2 RCA-1.a RCON0020 Cash Items in Process of Collection N/A RCA-1.b RCON0080 Currency and Coin N/A RCA-2.a RCON0083 Due from US Dep'y/Foreign Banks N/A RCA-2.b RCON0085 Due from Other US Dep'y N/A RCA-3.a RCON0073 Due from For Branches/US Banks N/A RCA-3.b RCON0074 Due from Other For Banks/Countries N/A RCA-4 RCON0090 Due From Federal Reserve System N/A RCA-5 RCON0010 Total N/A RCB-1(a) RCON0211 Held: Cost: US Treasury Securities 0 RCB-1(b) RCON0213 Held: Value: US Treasury Securities 0 -4- RCB-1(c) RCON1286 Sale: Cost: US Treasury Securities 250 RCB-1(d) RCON1287 Sale: Value: US Treasury Securities 255 RCB-2.a(a) RCON1289 Held: Cost: Obligations US agencies 0 RCB-2.a(b) RCON1290 Held: Value: Obligations US agencies 0 RCB-2.a(c) RCON1291 Sale: Cost: Obligations US agencies 0 RCB-2.a(d) RCON1293 Sale: Value: Obligations US agencies 0 RCB-2.b(a) RCON1294 Held: Cost: Obligations US sponsored 0 RCB-2.b(b) RCON1295 Held: Value: Obligations US sponsored 0 RCB-2.b(c) RCON1297 Sale: Cost: Obligations US sponsored 0 RCB-2.b(d) RCON1298 Sale: Value: Obligations US sponsored 0 RCB-3(a) RCON8496 Held: Cost: Sec-States/Pol subdiv in US 0 RCB-3(b) RCON8497 Held: Value: Sec-States/Pol subdiv in US 0 RCB-3(c) RCON8498 Sale: Cost: Sec-States/Pol subdiv in US 0 RCB-3(d) RCON8499 Sale: Value: Sec-States/Pol subdiv in US 0 RCB-4.a.1(a) RCON1698 Held: Cost: Security Guaranteed GNMA 0 RCB-4.a.1(b) RCON1699 Held: Value: Security Guaranteed GNMA 0 RCB-4.a.1(c) RCON1701 Sale: Cost: Security Guaranteed GNMA 0 RCB-4.a.1(d) RCON1702 Sale: Value: Security Guaranteed GNMA 0 RCB-4.a.2(a) RCON1703 Held: Cost: Security Issued FNMA 0 RCB-4.a.2(b) RCON1705 Held: Value: Security Issued FNMA 0 RCB-4.a.2(c) RCON1706 Sale: Cost: Security Issued FNMA 0 RCB-4.a.2(d) RCON1707 Sale: Value: Security Issued FNMA 0 RCB-4.a.3(a) RCON1709 Held: Cost: Other Pass-Through Secs 0 RCB-4.a.3(b) RCON1710 Held: Value: Other Pass-Through Secs 0 RCB-4.a.3(c) RCON1711 Sale: Cost: Other Pass-Through Secs 0 RCB-4.a.3(d) RCON1713 Sale: Value: Other Pass-Through Secs 0 RCB-4.b.1(a) RCON1714 Held: Cost: Issued/Guar. FNMA, Etc. 0 RCB-4.b.1(b) RCON1715 Held: Value: Issued/Guar. FNMA, Etc. 0 RCB-4.b.1(c) RCON1716 Sale: Cost: Issued/Guar. FNMA, Etc. 0 RCB-4.b.1(d) RCON1717 Sale: Value: Issued/Guar. FNMA, Etc. 0 RCB-4.b.2(a) RCON1718 Held: Cost: Collateralized MBS -FNMA 0 RCB-4.b.2(b) RCON1719 Held: Value: Collateralized MBS -FNMA 0 RCB-4.b.2(c) RCON1731 Sale: Cost: Collateralized MBS -FNMA 0 RCB-4.b.2(d) RCON1732 Sale: Value: Collateralized MBS -FNMA 0 RCB-4.b.3(a) RCON1733 Held: Cost: All Other MBS 0 RCB-4.b.3(b) RCON1734 Held: Value: All Other MBS 0 RCB-4.b.3(c) RCON1735 Sale: Cost: All Other MBS 0 RCB-4.b.3(d) RCON1736 Sale: Value: All Other MBS 0 RCB-5.a(a) RCONB838 Held: Cost: Credit card rec 0 RCB-5.a(b) RCONB839 Held: Value: Credit card rec 0 RCB-5.a(c) RCONB840 Sale: Cost: Credit card rec 0 RCB-5.a(d) RCONB841 Sale: Value: Credit card rec 0 RCB-5.b(a) RCONB842 Held: Cost: Home equity lines 0 RCB-5.b(b) RCONB843 Held: Value: Home equity lines 0 RCB-5.b(c) RCONB844 Sale: Cost: Home equity lines 0 RCB-5.b(d) RCONB845 Sale: Value: Home equity lines 0 RCB-5.c(a) RCONB846 Held: Cost: Automobile Loans 0 RCB-5.c(b) RCONB847 Held: Value: Automobile Loans 0 RCB-5.c(c) RCONB848 Sale: Cost: Automobile Loans 0 RCB-5.c(d) RCONB849 Sale: Value: Automobile Loans 0 RCB-5.d(a) RCONB850 Held: Cost: Other Consumer Loans 0 -5- RCB-5.d(b) RCONB851 Held: Value: Other Consumer Loans 0 RCB-5.d(c) RCONB852 Sale: Cost: Other Consumer Loans 0 RCB-5.d(d) RCONB853 Sale: Value: Other Consumer Loans 0 RCB-5.e(a) RCONB854 Held: Cost: Coml/Indust Loans 0 RCB-5.e(b) RCONB855 Held: Value: Coml/Indust Loans 0 RCB-5.e(c) RCONB856 Sale: Cost: Coml/Indust Loans 0 RCB-5.e(d) RCONB857 Sale: Value: Coml/Indust Loans 0 RCB-5.f(a) RCONB858 Held: Cost: Other ABS 0 RCB-5.f(b) RCONB859 Held: Value: Other ABS 0 RCB-5.f(c) RCONB860 Sale: Cost: Other ABS 0 RCB-5.f(d) RCONB861 Sale: Value: Other ABS 0 RCB-6.a(a) RCON1737 Held: Cost: Other Debt Securities 0 RCB-6.a(b) RCON1738 Held: Value: Other Debt Securities 0 RCB-6.a(c) RCON1739 Sale: Cost: Other Debt Securities 0 RCB-6.a(d) RCON1741 Sale: Value: Other Debt Securities 0 RCB-6.b(a) RCON1742 Held: Cost: Foreign Debt Securities 0 RCB-6.b(b) RCON1743 Held: Value: Foreign Debt Securities 0 RCB-6.b(c) RCON1744 Sale: Cost: Foreign Debt Securities 0 RCB-6.b(d) RCON1746 Sale: Value: Foreign Debt Securities 0 RCB-7(c) RCONA510 Sale: Cost: Securities Mutual Funds 0 RCB-7(d) RCONA511 Sale: Value: Securities Mutual Funds 0 RCB-8(a) RCON1754 Securities Held-to-Maturity 0 RCB-8(b) RCON1771 Total Held To Maturity - Fair Value 0 RCB-8(c) RCON1772 Total Available For Sale - Cost 250 RCB-8(d) RCON1773 Total Available For Sale - Value 255 RCB-M.1 RCON0416 Memoranda: Pledged 255 RCB-M.2.a.1 RCONA549 Memoranda: Non-Mort Debt < 3 MO 0 RCB-M.2.a.2 RCONA550 Memoranda: Non-Mort Debt 3-12 MO 255 RCB-M.2.a.3 RCONA551 Memoranda: Non-Mort Debt 1-3 YRS 0 RCB-M.2.a.4 RCONA552 Memoranda: Non-Mort Debt 3-5 YRS 0 RCB-M.2.a.5 RCONA553 Memoranda: Non-Mort Debt 5-15 YRS 0 RCB-M.2.a.6 RCONA554 Memoranda: Non-Mort Debt > 15 YRS 0 RCB-M.2.b.1 RCONA555 Memoranda: Mort Pass Thru < 3 MO 0 RCB-M.2.b.2 RCONA556 Memoranda: Mort Pass Thru 3-12 MO 0 RCB-M.2.b.3 RCONA557 Memoranda: Mort Pass Thru 1-3 YRS 0 RCB-M.2.b.4 RCONA558 Memoranda: Mort Pass Thru 3-5 YRS 0 RCB-M.2.b.5 RCONA559 Memoranda: Mort Pass Thru 5-15 YRS 0 RCB-M.2.b.6 RCONA560 Memoranda: Mort Pass Thru > 15 YRS 0 RCB-M.2.c.1 RCONA561 Memoranda: Other Mort-backed < 3 YRS 0 RCB-M.2.c.2 RCONA562 Memoranda: Other Mort-backed > 3 YRS 0 RCB-M.2.d RCONA248 Memoranda: Tot Debt < 1 YR 255 RCB-M.3 RCON1778 Amortized Cost Held Securities Sold 0 RCB-M.4.a RCON8782 Structured Notes - Amortized Cost 0 RCB-M.4.b RCON8783 Structured Notes - Fair Value 0 RCC(P1)-1.a RCON1415 Construction and Land Development 0 RCC(P1)-1.b RCON1420 Secured by Farmland 0 RCC(P1)-1.c.1 RCON1797 Secured by 1-4: Revolving 0 RCC(P1)-1.c.2.a RCON5367 Secured by 1-4: Other (first liens) 0 RCC(P1)-1.c.2.b RCON5368 Secured by 1-4: Other (junior liens) 0 RCC(P1)-1.d RCON1460 Secured by 5+ 0 RCC(P1)-1.e RCON1480 Secured by Nonfarm Nonresidential 0 -6- RCC(P1)-2 RCON1288 Loans to Deposit Inst/accept other banks 0 RCC(P1)-2.a.1 RCONB532 US branches/agencies of foreign banks N/A RCC(P1)-2.a.2 RCONB533 Other commerc banks in US N/A RCC(P1)-2.b RCONB534 Other deposit inst in US N/A RCC(P1)-2.c.1 RCONB536 Foreign branches of other US banks N/A RCC(P1)-2.c.2 RCONB537 Other banks in foreign countries N/A RCC(P1)-3 RCON1590 Loans to Ag/Farmers 0 RCC(P1)-4 RCON1766 Coml/Indust loans 0 RCC(P1)-4.a RCON1763 Coml/Indl (US Addressee) N/A RCC(P1)-4.b RCON1764 Coml/Indl (Non-US Addressee) N/A RCC(P1)-6.a RCONB538 Loans to individuals - credit cards 0 RCC(P1)-6.b RCONB539 loans to individuals-Other revolving 0 RCC(P1)-6.c RCON2011 Other Consumer loans 0 RCC(P1)-7 RCON2081 Loans to Foreign Govt. 0 RCC(P1)-8 RCON2107 Obligations US States/Subdivisions 0 RCC(P1)-9 RCON1563 Other loans 0 RCC(P1)-9.a RCON1545 Loans for Securities N/A RCC(P1)-9.b RCON1564 All other loans (except consumer) N/A RCC(P1)-10 RCON2165 Lease Fin Recv (net unearned income) 0 RCC(P1)-10.a RCON2182 Lease Fin Rec (US Addressee) N/A RCC(P1)-10.b RCON2183 Lease Fin Rec (Non-US Addressee) N/A RCC(P1)-11. RCON2123 LESS: Unearned Income Loans 0 RCC(P1)-12 RCON2122 Total Loans & Leases 0 RCC(P1)-M.1 RCON1616 Loans and leases restructured 0 RCC(P1)-M.2.a.1 RCONA564 Memo: Loans Secd by Real Est < 3 MO 0 RCC(P1)-M.2.a.2 RCONA565 Memo: Loans Secd by Real Est 3-12 MO 0 RCC(P1)-M.2.a.3 RCONA566 Memo: Loans Secd by Real Est 1-3 YRS 0 RCC(P1)-M.2.a.4 RCONA567 Memo: Loans Secd by Real Est 3-5 YRS 0 RCC(P1)-M.2.a.5 RCONA568 Memo: Loans Secd by Real Est 5-15 YRS 0 RCC(P1)-M.2.a.6 RCONA569 Memo: Loans Secd by Real Est > 15 YRS 0 RCC(P1)-M.2.b.1 RCONA570 Memo: Other Loans/Leases < 3 MO 0 RCC(P1)-M.2.b.2 RCONA571 Memo: Other Loans/Leases 3-12 MO 0 RCC(P1)-M.2.b.3 RCONA572 Memo: Other Loans/Leases 1-3 YRS 0 RCC(P1)-M.2.b.4 RCONA573 Memo: Other Loans/Leases 3-5 YRS 0 RCC(P1)-M.2.b.5 RCONA574 Memo: Other Loans/Leases 5-15 YRS 0 RCC(P1)-M.2.b.6 RCONA575 Memo: Other Loans/Leases > 15 YRS 0 RCC(P1)-M.2.c RCONA247 Memo: Tot Remg Loans/Leases < 1 YR 0 RCC(P1)-M.3 RCON2746 Loans to fin comm real est, const, la 0 RCC(P1)-M.4 RCON5370 Adj rate closed-end loans sec 1-4 fam 0 RCC(P1)-M.5 RCONB837 Loan secured by real eastate to non-US N/A RCC(P2)-1 RCON6999 YES/NO - RCC01.E & RCC04 >= $ 100,000 N/A RCC(P2)-2.a RCON5562 Number of Loans RCC01.E N/A RCC(P2)-2.b RCON5563 Number of Loans RCC04 N/A RCC(P2)-3.a(a) RCON5564 Number of Loans RCC01.E Orig <= $100K N/A RCC(P2)-3.a(b) RCON5565 Amount of Loans RCC01.E Orig <= $100K N/A RCC(P2)-3.b(a) RCON5566 # of Loans RCC01.E $100K < Orig <=$250K N/A RCC(P2)-3.b(b) RCON5567 $ of Loans RCC01.E $100K < Orig <=$250K N/A RCC(P2)-3.c(a) RCON5568 # of Loans RCC01.E $250K < Orig <=$1M N/A RCC(P2)-3.c(b) RCON5569 $ of Loans RCC01.E $250K < Orig <=$1M N/A RCC(P2)-4.a(a) RCON5570 Number of Loans RCC04 Orig <= $100K N/A RCC(P2)-4.a(b) RCON5571 Amount of Loans RCC04 Orig <= $100K N/A -7- RCC(P2)-4.b(a) RCON5572 # of Loans RCC04 $100K< Orig <= $250K N/A RCC(P2)-4.b(b) RCON5573 $ of Loans RCC04 $100K< Orig <= $250K N/A RCC(P2)-4.c(a) RCON5574 # of Loans RCC04 $250K < Orig <= $1M N/A RCC(P2)-4.c(b) RCON5575 $ of Loans RCC04 $250K < Orig <= $1M N/A RCC(P2)-5 RCON6860 YES/NO - RCC01.B & RCC03 >= $ 100,000 N/A RCC(P2)-6.a RCON5576 Number of Loans RCC01.B N/A RCC(P2)-6.b RCON5577 Number of Loans RCC03 N/A RCC(P2)-7.a(a) RCON5578 Number of Loans RCC01.B Orig <= $100K N/A RCC(P2)-7.a(b) RCON5579 Amount of Loans RCC01.B Orig <= $100K N/A RCC(P2)-7.b(a) RCON5580 # of Loans RCC01.B $100K< Orig <=$250K N/A RCC(P2)-7.b(b) RCON5581 $ of Loans RCC01.B $100K< Orig <=$250K N/A RCC(P2)-7.c(a) RCON5582 # of Loans RCC01.B $250K < Orig s<=$500K N/A RCC(P2)-7.c(b) RCON5583 $ of Loans RCC01.B $250K < Orig <=$500K N/A RCC(P2)-8.a(a) RCON5584 Number of Loans RCC03 - Orig <= $100K N/A RCC(P2)-8.a(b) RCON5585 Amount of Loans RCC03 - Orig <= $100K N/A RCC(P2)-8.b(a) RCON5586 # of Loans RCC03 - $100K < Orig <=$250K N/A RCC(P2)-8.b(b) RCON5587 $ of Loans RCC03 - $100K < Orig <=$250K N/A RCC(P2)-8.c(a) RCON5588 # of Loans RCC03 - $250K < Orig <=$500K N/A RCC(P2)-8.c(b) RCON5589 $ of Loans RCC03 - $250K < Orig <=$500K N/A RCD-1 RCON3531 US Treasury securities N/A RCD-2 RCON3532 US Govt agency obligations N/A RCD-3 RCON3533 Securities Issued by State and Subdiv N/A RCD-4.a RCON3534 Pass-through Sec by FNMA/FHLMC/GNMA N/A RCD-4.b RCON3535 Other MBS issued by FNMA/FHLMC/GNMA N/A RCD-4.c RCON3536 All Other Mortgage-backed securities N/A RCD-5 RCON3537 Other debt securities N/A RCD-9 RCON3541 Other Trading assets domestic N/A RCD-11 RCON3543 Gains on rate & contracts domestic N/A RCD-12 RCON3545 Total Trading Assets N/A RCD-13 RCON3546 Liability for short positions N/A RCD-14 RCON3547 Losses on rate & contracts N/A RCD-15 RCON3548 Total Trading Liabilities N/A RCE-1(a) RCONB549 Indv, partner, & corp - Transaction 0 RCE-1(c) RCONB550 Indv,partner,& corp - Non-Transaction 0 RCE-2(a) RCON2202 USG - Transaction 0 RCE-2(c) RCON2520 USG - Nontrancastion 0 RCE-3(a) RCON2203 State/Local - Transaction 0 RCE-3(c) RCON2530 State/Local - Nontranscation 0 RCE-4(a) RCONB551 Cml banks/Other US - Transaction 0 RCE-4(c) RCONB552 Cml banks/Other US - Transaction 0 RCE-5(a) RCON2213 Banks in Foreign Count - Transaction 0 RCE-5(c) RCON2236 Banks in Foreign Count - Nontransaction 0 RCE-6(a) RCON2216 For Govt - Transaction 0 RCE-6(c) RCON2377 For Govt - Nontransaction 0 RCE-7(a) RCON2215 Total Transaction Accounts 0 RCE-7(b) RCON2210 Total Demand Deposits 0 RCE-7(c) RCON2385 Total Nontransaction Accounts 0 RCE-M.1.a RCON6835 Memoranda: IRA/KEOGH 0 RCE-M.1.b RCON2365 Memoranda: Brokered Deposits 0 RCE-M.1.c.1 RCON2343 Memoranda: Brokered <$100 000 0 RCE-M.1.c.2 RCON2344 Memoranda: Brokered >$100K Part <$100 0 -8- RCE-M.1.d.1 RCONA243 Memoranda: Brokered deposits< 100,000 0 RCE-M.1.d.2 RCONA244 Memoranda: Brokered deposits=>100,000 0 RCE-M.1.e RCON5590 Memoranda: Preferred Deposits N/A RCE-M.2.a.1 RCON6810 Memoranda: MMDAs 0 RCE-M.2.a.2 RCON0352 Memoranda: Other Savings 0 RCE-M.2.b RCON6648 Memoranda: Time Deposits <$100 000 0 RCE-M.2.c RCON2604 Memoranda: Time Deposits > $100,000 0 RCE-M.3.a.1 RCONA579 Memo: Time Deps < 100K < 3 MO 0 RCE-M.3.a.2 RCONA580 Memo: Time Deps < 100K 3-12 MO 0 RCE-M.3.a.3 RCONA581 Memo: Time Deps < 100K 1-3 YRS 0 RCE-M.3.a.4 RCONA582 Memo: Time Deps < 100K greater than 3 YRS 0 RCE-M.3.b RCONA241 Memo: Time Deps < 100K < 1 YR 0 RCE-M.4.a.1 RCONA584 Memo: Time Deps > 100K < 3 MO 0 RCE-M.4.a.2 RCONA585 Memo: Time Deps > 100K 3-12 MO 0 RCE-M.4.a.3 RCONA586 Memo: Time Deps > 100K 1-3 YRS 0 RCE-M.4.a.4 RCONA587 Memo: Time Deps > 100K > 3 YRS 0 RCE-M.4.b RCONA242 Memo: Time Deps > 100K < 1 YR 0 RCF-1 RCONB556 Accrued interest receivable 13 RCF-2 RCON2148 Net Deferred Tax Assets 1879 RCF-3.a RCONA519 Interest Only Strip: Mortgage Loans 0 RCF-3.b RCONA520 Interest Only Strip: Other Assets 0 RCF-4 RCON1752 Sale: Cost: Other Equity Securities 750 RCF-5 RCON2168 Other Assets 27243 RCF-5.a RCON2166 Other Assets - Line A 0 RCF-5.b RCONC009 Other Assets - Line B 0 RCF-5.c RCON1578 Other Assets - Line C 0 RCF-5.d RCONC010 Other Assets - Line D 0 RCF-5.e RCON3549 Other Assets - Line E 13735 RCF-5.f RCON3550 Other Assets - Line F 0 RCF-5.g RCON3551 Other Assets - Line G 0 RCF-6 RCON2160 Total Other Assets 29885 RCG-1.a RCON3645 Expenses Accrued and Unpaid on deposi 0 RCG-1.b RCON3646 Other Expenses Accrued and Unpaid 9713 RCG-2 RCON3049 Net Deferred Tax Liabilities 0 RCG-3 RCONB557 Allowance for credit losses 0 RCG-4 RCON2938 Other Liabilities 36418 RCG-4.a RCON3066 Other Liabilities - Line A 0 RCG-4.b RCONC011 Other Liabilities - Line B 0 RCG-4.c RCON2932 Other Liabilities - Line C 0 RCG-4.d RCONC012 Other Liabilities - Line D 0 RCG-4.e RCON3552 Other Liabilities - Line E 30302 RCG-4.f RCON3553 Other Liabilities - Line F 0 RCG-4.g RCON3554 Other Liabilities - Line G 0 RCG-5 RCON2930 Total Other Liabilities 46131 RCK-1 RCON3381 Interest-Bearing Balances 0 RCK-2 RCONB558 US-Treasury securities/agency oblig 250 RCK-3 RCONB559 Mortgage-backed securities 0 RCK-4 RCONB560 All other securities 0 RCK-5 RCON3365 Fed Funds Sold Etc. 0 RCK-6.a RCON3360 Total Loans 0 RCK-6.b RCON3385 Real Estate Loans 0 -9- RCK-6.c RCON3387 Coml/Indl Loans 0 RCK-6.d.1 RCONB561 Indv. Loans-Credit cards 0 RCK-6.d.2 RCONB562 Indv. Loans-Other 0 RCK-7. RCON3401 Trading Assets 0 RCK-8. RCON3484 Lease Financing Receivables 0 RCK-9 RCON3368 Total Assets 97348 RCK-10 RCON3485 Transaction Accounts 0 RCK-11.a RCONB563 Savings Deposits 0 RCK-11.b RCONA514 Time Deposits > $100,000 0 RCK-11.c RCONA529 Time Deposits < $100,000 0 RCK-12 RCON3353 Fed Funds Purchased 0 RCK-13 RCON3355 Other Borrowed Money 14 RCK-M.1 RCON3386 Ag/Farm Loans N/A RCL-1.a RCON3814 Unused Commits: Revolv Lines Secured 0 RCL-1.b RCON3815 Unused Commits: Credit Card Lines 0 RCL-1.c.1 RCON3816 Unused Commits: Comm Real Est, securd 0 RCL-1.c.2 RCON6550 Unused Commits: Comm Real Est, not sc 0 RCL-1.d RCON3817 Unused Commits: Securities Underwrit 0 RCL-1.e RCON3818 Unused Commits: Other Unused Commits 0 RCL-2 RCON3819 Fincl Standby Letters of Credit 0 RCL-2.a RCON3820 Amount Fincl Standby Letters Conveyed 0 RCL-3 RCON3821 Perfm Standby Letters of Credit 0 RCL-3.a RCON3822 Amount Perfm Standby Letters Conveyed 0 RCL-4 RCON3411 Commercl & Similar Letters of Credit 0 RCL-5 RCON3428 Participations in Acceptncs Conveyed 0 RCL-6 RCON3433 Securities Lent 0 RCL-7.a RCONA534 Credit Deriatives: Guarantor 0 RCL-7.b RCONA535 Credit Deriatives: Benificiary 0 RCL-8 RCON8765 Spot Foreign Exchange Contracts 0 RCL-9 RCON3430 All Other Off-Balance Sheet Liabs 0 RCL-9.a RCON3432 Other Off-Balance Sheet Liabilities-A 0 RCL-9.b RCON3434 Other Off-Balance Sheet Liabilities-B 0 RCL-9.c RCON3555 Other Off-Balance Sheet Liabilities-C 0 RCL-9.d RCON3556 Other Off-Balance Sheet Liabilities-D 0 RCL-9.e RCON3557 Other Off-Balance Sheet Liabilities-E 0 RCL-10 RCON5591 All Other Off-Balance Sheet Assets 0 RCL-10.a RCON3435 Other Off-Balance Sheet Assets - A 0 RCL-10.b RCON5592 Other Off-Balance Sheet Assets - B 0 RCL-10.c RCON5593 Other Off-Balance Sheet Assets - C 0 RCL-10.d RCON5594 Other Off-Balance Sheet Assets - D 0 RCL-10.e RCON5595 Other Off-Balance Sheet Assets - E 0 RCL-11.a(a) RCON8693 Int Rate Contracts - Gross Futures 0 RCL-11.a(b) RCON8694 Forgn Exch Contracts - Gross Futures 0 RCL-11.a(c) RCON8695 Equity Contracts - Gross Futures 0 RCL-11.a(d) RCON8696 Commodity Contracts - Gross Futures 0 RCL-11.b(a) RCON8697 Int Rate Contracts - Gross Forwards 0 RCL-11.b(b) RCON8698 Forgn Exch Contracts - Gross Forwards 0 RCL-11.b(c) RCON8699 Equity Contracts - Gross Forwards 0 RCL-11.b(d) RCON8700 Commodity Contracts - Gross Forwards 0 RCL-11.c.1(a) RCON8701 Int Rate Contracts - Exchg Trad Wrttn 0 RCL-11.c.1(b) RCON8702 Forgn Exch Contracts - Exchg Trad Wrt 0 -10- RCL-11.c.1(c) RCON8703 Equity Contracts - Exchg Trad Written 0 RCL-11.c.1(d) RCON8704 Commodity Contracts - Exchg Trad Wrtn 0 RCL-11.c.2(a) RCON8705 Int Rate Contracts - Exchg Trad Purch 0 RCL-11.c.2(b) RCON8706 Forgn Exch Contracts - Exchg Trad Pur 0 RCL-11.c.2(c) RCON8707 Equity Contracts - Exchg Trad Purchas 0 RCL-11.c.2(d) RCON8708 Commodity Contracts - Exchg Trade Pur 0 RCL-11.d.1(a) RCON8709 Int Rate Contracts - OTC Written Optn 0 RCL-11.d.1(b) RCON8710 Forgn Exch Contracts - OTC Wrtn Optns 0 RCL-11.d.1(c) RCON8711 Equity Contracts - OTC Written Option 0 RCL-11.d.1(d) RCON8712 Commodity Contracts - OTC Written Opt 0 RCL-11.d.2(a) RCON8713 Int Rate Contracts - OTC Purchased Op 0 RCL-11.d.2(b) RCON8714 Forgn Exch Contracts - OTC Purchased 0 RCL-11.d.2(c) RCON8715 Equity Contracts - OTC Purchased Optn 0 RCL-11.d.2(d) RCON8716 Commodity Contracts - OTC Purch Optn 0 RCL-11.e(a) RCON3450 Int Rate Contracts - Gross Swaps 0 RCL-11.e(b) RCON3826 Forgn Exch Contracts - Gross Swaps 0 RCL-11.e(c) RCON8719 Equity Contracts - Gross Swaps 0 RCL-11.e(d) RCON8720 Commodity Contracts - Gross Swaps 0 RCL-12(a) RCONA126 Int Rate Contracts - Gross Held Trade 0 RCL-12(b) RCONA127 Forgn Exch Contracts - Gross Held Trd 0 RCL-12(c) RCON8723 Equity Contracts - Gross Held Trading 0 RCL-12(d) RCON8724 Commodity Contracts - Gross Held Trad 0 RCL-13(a) RCON8725 Int Rate Contracts - Marked to Market 0 RCL-13(b) RCON8726 Forgn Exch Contracts - Marked to Mrkt 0 RCL-13(c) RCON8727 Equity Contracts - Marked to Market 0 RCL-13(d) RCON8728 Commodity Contracts - Marked to Mrkt 0 RCL-13.a(a) RCONA589 Int Rate Contracts - Bank Pays Fixed 0 RCL-14.a.1(a) RCON8733 Int Rate Contracts Held - Pos Values 0 RCL-14.a.1(b) RCON8734 Forgn Exch Contracts Held - Pos Value 0 RCL-14.a.1(c) RCON8735 Equity Contracts Held - Pos Values 0 RCL-14.a.1(d) RCON8736 Commodity Contracts Held - Pos Value 0 RCL-14.a.2(a) RCON8737 Int Rate Contracts Held - Neg Values 0 RCL-14.a.2(b) RCON8738 Forgn Exch Contracts Held - Neg Value 0 RCL-14.a.2(c) RCON8739 Equity Contracts Held - Neg Values 0 RCL-14.a.2(d) RCON8740 Commodity Contracts Held - Neg Value 0 RCL-14.b.1(a) RCON8741 Int Rate Contracts Markd- Pos Values 0 RCL-14.b.1(b) RCON8742 Forgn Exch Contracts Markd- Pos Value 0 RCL-14.b.1(c) RCON8743 Equity Contracts Markd- Pos Values 0 RCL-14.b.1(d) RCON8744 Commodity Contracts Markd- Pos Value 0 RCL-14.b.2(a) RCON8745 Int Rate Contracts Markd- Neg Values 0 RCL-14.b.2(b) RCON8746 Forgn Exch Contracts Markd- Neg Value 0 RCL-14.b.2(c) RCON8747 Equity Contracts Markd- Neg Values 0 RCL-14.b.2(d) RCON8748 Commodity Contracts Markd- Neg Value 0 RCM-1.a RCON6164 Credit to Executives/Principals 0 RCM-1.b RCON6165 Number of Execs Who Borrowed $500K/5% 0 RCM-2.a RCON3164 Mtge Servicing Rights 0 RCM-2.a.1 RCONA590 Mort Serv Rights - Est Fair Value 0 RCM-2.b RCONB026 Purchased creditcard rels and nonmortgag 0 RCM-2.c RCON5507 Other Intangible - All Other 0 RCM-2.d RCON0426 Intangible Assets-Total 0 RCM-3.a RCON5372 Othr Real Estate - Direct & Indirect 0 -11- RCM-3.b.1 RCON5508 Othr Real Estate - Construction 0 RCM-3.b.2 RCON5509 Othr Real Estate - Farmland 0 RCM-3.b.3 RCON5510 Othr Real Estate - 1-4 Family Residnt 0 RCM-3.b.4 RCON5511 Othr Real Estate - Multifamily Resid 0 RCM-3.b.5 RCON5512 Othr Real Estate - Nonfarm Nonresiden 0 RCM-3.c RCON2150 Othr Real Estate - Total 0 RCM-4.a RCON5374 Inves - Direct & Indirect invest R/E 0 RCM-4.b RCON5375 Inves - All othr invest unconsol subs 0 RCM-4.c RCON2130 Investmnts in unconsold subs - Total 0 RCM-5.a.1 RCON2651 FHLB advance -maturity <1 year 0 RCM-5.a.2 RCONB565 FHLB advance -maturity 1 to 3 years 0 RCM-5.a.3 RCONB566 FHLB advance -maturity >3 years 0 RCM-5.b.1 RCONB571 Other borrowings -maturity <1 year 0 RCM-5.b.2 RCONB567 Other borrowings -maturity 1 to 3 years 0 RCM-5.b.3 RCONB568 Other borrowings -maturity >3 years 0 RCM-5.c RCON3190 Other Borrowed Money - Total 0 RCM-6 RCONB569 Sell prvt party mutual funds/annuit?Y/N NO RCM-7 RCONB570 Assets - mutual funds/annuities 0 RCN-1.a(a) RCON2759 Secured Loans - Const: 30-89 Days 0 RCN-1.a(b) RCON2769 Secured Loans - Const: 90+ Days 0 RCN-1.a(c) RCON3492 Secured Loans - Const: Nonaccrual 0 RCN-1.b(a) RCON3493 Secured Loans - Farmland: 30-89 Days 0 RCN-1.b(b) RCON3494 Secured Loans - Farmland: 90+ Days 0 RCN-1.b(c) RCON3495 Secured Loans - Farmland: Nonaccrual 0 RCN-1.c.1(a) RCON5398 Secd Loans 1-4 Fam-Revol: 30-89 Days 0 RCN-1.c.1(b) RCON5399 Secd Loans 1-4 Fam-Revol: 90+ Days 0 RCN-1.c.1(c) RCON5400 Secd Loans 1-4 Fam-Revol: Nonaccrual 0 RCN-1.c.2(a) RCON5401 Secd Loans 1-4 Fam-Other: 30-89 Days 0 RCN-1.c.2(b) RCON5402 Secd Loans 1-4 Fam-Other: 90+ Days 0 RCN-1.c.2(c) RCON5403 Secd Loans 1-4 Fam-Other: Nonaccrual 0 RCN-1.d(a) RCON3499 Secured Loans - Multifam: 30-89 Days 0 RCN-1.d(b) RCON3500 Secured Loans - Multifam: 90+ Days 0 RCN-1.d(c) RCON3501 Secured Loans - Multifam: Nonaccrual 0 RCN-1.e(a) RCON3502 Secured Loans - Non Farm: 30-89 Days 0 RCN-1.e(b) RCON3503 Secured Loans - Non Farm: 90+ Days 0 RCN-1.e(c) RCON3504 Secured Loans - Non Farm: Nonaccrual 0 RCN-2(a) RCONB834 Loans to Deposit. Inst: 30-89 Days 0 RCN-2(b) RCONB835 Loans to Deposit. Inst: 90+ Days 0 RCN-2(c) RCONB836 Loans to Deposit. Inst: Nonaccrual 0 RCN-4(a) RCON1606 Cml/Indust Loans: 30-89 Days 0 RCN-4(b) RCON1607 Cml/Indust Loans: 90+ Days 0 RCN-4(c) RCON1608 Cml/Indust Loans: Nonaccrual 0 RCN-5.a(a) RCONB575 Indv. Loans-Credit cards: 30-89 Days 0 RCN-5.a(b) RCONB576 Indv. Loans-Credit cards: 90+ Days 0 RCN-5.a(c) RCONB577 Indv. Loans-Credit cards: Nonaccrual 0 RCN-5.b(a) RCONB578 Indv. Loans-Other: 30-89 Days 0 RCN-5.b(b) RCONB579 Indv. Loans-Other: 90+ Days 0 RCN-5.b(c) RCONB580 Indv. Loans-Other: Nonaccrual 0 RCN-6(a) RCON5389 Loans Foreign Govs: 30-89 Days 0 RCN-6(b) RCON5390 Loans Foreign Govs: 90+ Days 0 RCN-6(c) RCON5391 Loans Foreign Govs: Nonaccrual 0 -12- RCN-7(a) RCON5459 Other: 30-89 Days 0 RCN-7(b) RCON5460 Other: 90+ Days 0 RCN-7(c) RCON5461 Other: Nonaccrual 0 RCN-8(a) RCON1226 Lease Finance Rcv: 30-89 Days 0 RCN-8(b) RCON1227 Lease Finance Rcv: 90+ Days 0 RCN-8(c) RCON1228 Lease Finance Rcv: Nonaccrual 0 RCN-9(a) RCON3505 Debt Securities: 30-89 Days 0 RCN-9(b) RCON3506 Debt Securities: 90+ Days 0 RCN-9(c) RCON3507 Debt Securities: Nonaccrual 0 RCN-10(a) RCON5612 Loans/Leases US Guaranteed-30-89 Days 0 RCN-10(b) RCON5613 Loans/Leases US Guaranteed- 90+ Days 0 RCN-10(c) RCON5614 Loans/Leases US Guaranteed-Nonaccrual 0 RCN-10.a(a) RCON5615 Loans/Leases Guaranteed: 30-89 Days 0 RCN-10.a(b) RCON5616 Loans/Leases Guaranteed: 30-89 Days 0 RCN-10.a(c) RCON5617 Loans/Leases Guaranteed: 30-89 Days 0 RCN-M.1(a) RCON1658 Restruc'd: 30-89 Days 0 RCN-M.1(b) RCON1659 Restruc'd: 90+ Days 0 RCN-M.1(c) RCON1661 Restruc'd: Nonaccrual 0 RCN-M.2(a) RCON6558 Comm Real Estate Loans: 30-89 Days 0 RCN-M.2(b) RCON6559 Comm Real Estate Loans: 90+ Days 0 RCN-M.2(c) RCON6560 Comm Real Estate Loans: Nonaccrual 0 RCN-M.3.a(a) RCON1248 RE NonUS: 30-89 Days N/A RCN-M.3.a(b) RCON1249 RE NonUS: 90+ Days N/A RCN-M.3.a(c) RCON1250 RE NonUS: Nonaccrual N/A RCN-M.3.b(a) RCON5380 Loans US Deps: Foreign: 30-89 Days N/A RCN-M.3.b(b) RCON5381 Loans US Deps: Foreign: 90+ Days N/A RCN-M.3.b(c) RCON5382 Loans US Deps: Foreign: Nonaccrual N/A RCN-M.3.c(a) RCON1254 Coml/Indl NonUS: 30-89 Days N/A RCN-M.3.c(b) RCON1255 Coml/Indl NonUS: 90+ Days N/A RCN-M.3.c(c) RCON1256 Coml/Indl NonUS: Nonaccrual N/A RCN-M.3.d(a) RCON1271 Leases NonUS: 30-89 Days N/A RCN-M.3.d(b) RCON1272 Leases NonUS: 90+ Days N/A RCN-M.3.d(c) RCON1791 Leases NonUS: Nonaccrual N/A RCN-M.4(a) RCON1594 Ag/Farm: 30-89 Days N/A RCN-M.4(b) RCON1597 Ag/Farm: 90+ Days N/A RCN-M.4(c) RCON1583 Ag/Farm: Nonaccrual N/A RCN-M.5(a) RCON3529 Rate/Contract: Replacement:30-89 Days N/A RCN-M.5(b) RCON3530 Rate/Contract: Replacement: 90+ Days N/A RCO-1.a RCON0030 Unposted Debits 0 RCO-1.b.1 RCON0031 Unposted Debits: Demand N/A RCO-1.b.2 RCON0032 Unposted Debits: Time/Savings N/A RCO-2.a RCON3510 Unposted Credits 0 RCO-2.b.1 RCON3512 Unposted Credits: Demand N/A RCO-2.b.2 RCON3514 Unposted Credits: Time/Savings N/A RCO-3 RCON3520 Uninvested Trust Fund Cash 0 RCO-4.a RCON2211 Demand Dep Consolidated Subsidiaries 0 RCO-4.b RCON2351 Time/Sav Dep Consolidated Subsidiarie 0 RCO-4.c RCON5514 Int accrued/unpaid on deps of con sub 0 RCO-6.a RCON2314 Passed-Through: Demand 0 RCO-6.b RCON2315 Passed-through: Time/Saving 0 RCO-7.a RCON5516 Unamortized premiums 0 -13- RCO-7.b RCON5517 Unamortized discounts 0 RCO-8.a.1 RCONA531 OAKAR: Total Deposits Purchased 0 RCO-8.a.2 RCONA532 OAKAR: Amt of Purchased Deposits 0 RCO-8.b RCONA533 OAKAR: Total Deposits Sold 0 RCO-10 RCON8432 Deposit Institution Invest. Contracts 0 RCO-11.a RCON8785 Reciprocal Demand Bals - Savings Asc. 0 RCO-11.b RCONA181 Reciprocal Demand Bals - Foreign Brch 0 RCO-11.c RCONA182 Reciprocal Demand Bals - Cash Items 0 RCO-12.a RCONA527 Amt of Assets netted agst dem deps 0 RCO-12.b RCONA528 Amt of Assets netted agst tim/svg dep 0 RCO-M.1.a.1 RCON2702 Deposits <$100 000 0 RCO-M.1.a.2 RCON3779 Number of Dep. Accounts <$100 000 N/A RCO-M.1.b.1 RCON2710 Deposits >$100 000 0 RCO-M.1.b.2 RCON2722 Number of Dep. Accounts >$100 000 0 RCO-M.2.a RCON6861 Yes/No: Bank has a better method/proc NO RCO-M.2.b RCON5597 Uninsured Deposit Amount 0 RCO-M.3 RCONA545 Cert No of consolidated inst. N/A RCR-1 RCON3210 Total Equity/Capital 48778 RCR-2 RCON8434 Unrealized holding gain(loss) secur. 3 RCR-3 RCONA221 LESS: loss on avail-for-sale securities 0 RCR-4 RCON4336 Accm net gains(loss) on cash flow hedges 0 RCR-5 RCONB588 LESS: nonqual perpetual preferred stock 0 RCR-6 RCONB589 Qualifying minority interests 0 RCR-7 RCONB590 LESS:Disallowed goodwill/intangbl assets 0 RCR-8 RCONB591 LESS:Disallowd svc assets/purchased cca 0 RCR-9 RCON5610 LESS:Disallowed deferred tax assets 0 RCR-10 RCONB592 Other add to(deduct from)Tier 1 capt 0 RCR-11 RCON8274 Tier 1 capital 48775 RCR-12 RCON5306 Qual subord debt/redeem preferred stock 0 RCR-13 RCONB593 Cml perpetual preferred stock 0 RCR-14 RCON5310 Allowance for loan/lease losses 0 RCR-15 RCON2221 Unrealized gains on avail-for-sale sec 0 RCR-16 RCONB594 Other Tier 2 cptl components 0 RCR-17 RCON5311 Tier 2 Capital 0 RCR-18 RCON8275 Allowable Tier 2 cptl 0 RCR-19 RCON1395 Tier 3 cptl allocated for market risk 0 RCR-20 RCONB595 LESS: Deductions for ttl risk-based cptl 0 RCR-21 RCON3792 Total risk-based capital 48775 RCR-22 RCON3368 Avg total assets 97348 RCR-23 RCONB590 LESS:Disallowed goodwill/intangbl assets 0 RCR-24 RCONB591 LESS:Disallowd svc assets/purchased cca 0 RCR-25 RCON5610 LESS:Disallowed deferred tax assets 0 RCR-26 RCONB596 LESS:Other deduct from assets/lev cptl 0 RCR-27 RCONA224 Avg total assets for leverage cptl 97348 RCR-28 RCONB503 Adj to total risk-based cptl reported 0 RCR-29 RCONB504 Adj to risk-weighted assets reported 0 RCR-30 RCONB505 Adj to avg total assers reported 0 RCR-31(a) RCON7273 Tier 1 leverage ratio-financial subs 50.10% RCR-31(b) RCON7204 Tier 1 leverag -All Banks 50.10% RCR-32(a) RCON7274 T1 risk-based cptl ratio-financial subs 109.52% RCR-32(b) RCON7206 T1 risk-based cptl ratio-All banks 109.52% -14- RCR-33(a) RCON7275 Ttl risk-based cptl-financial subs 109.52% RCR-33(b) RCON7205 Ttl risk-based cptl-All banks 109.52% RCR-34(a) RCON0010 Ttl: Cash & bal due from deposit inst 61694 RCR-34(c) RCONB600 0% Risk Weight: Cash & bal due 0 RCR-34(d) RCONB601 20% Risk Weight: Cash & bal due 61694 RCR-34(f) RCONB602 100% Risk Weight: Cash & bal due 0 RCR-35(a) RCON1754 Ttl: Securities Held-to-Maturity 0 RCR-35(b) RCONB603 No Risk-Weighting: Sec Held-to-Maturity 0 RCR-35(c) RCONB604 0% Risk Weight: Sec Held-to-Maturity 0 RCR-35(d) RCONB605 20% Risk Weight: Sec Held-to-Maturity 0 RCR-35(e) RCONB606 50% Risk Weight: Sec Held-to-Maturity 0 RCR-35(f) RCONB607 100% Risk Weight: Sec Held-to-Maturity 0 RCR-36(a) RCON1773 Ttl: Available-for-sale 255 RCR-36(b) RCONB608 No Risk-Weighting: Available-for-sale 5 RCR-36(c) RCONB609 0% Risk Weight: Available-for-sale 250 RCR-36(d) RCONB610 20% Risk Weight: Available-for-sale 0 RCR-36(e) RCONB611 50% Risk Weight: Available-for-sale 0 RCR-36(f) RCONB612 100% Risk Weight: Available-for-sale 0 RCR-37(a) RCON1350 Ttl: Fed Funds Sold & Secs Purchased 0 RCR-37(c) RCONB613 0% Risk Weight: Fed Funds Sold & Sec 0 RCR-37(d) RCONB614 20% Risk Weight: Fed Funds Sold & Sec 0 RCR-37(f) RCONB616 100% Risk Weight: Fed Funds Sold & Sec 0 RCR-38(a) RCON5369 Ttl: Loans & leases held for sale 0 RCR-38(b) RCONB617 No Risk-Weighting:Loans & leases held 0 RCR-38(c) RCONB618 0% Risk Weight: Loans & leases held 0 RCR-38(d) RCONB619 20% Risk Weight: Loans & leases held 0 RCR-38(e) RCONB620 50% Risk Weight: Loans & leases held 0 RCR-38(f) RCONB621 100% Risk Weight: Loans & leases held 0 RCR-39(a) RCONB528 Ttl: Loans & leases,net of unearned Inc 0 RCR-39(b) RCONB622 No Risk-Weighting:Loans & leases,net 0 RCR-39(c) RCONB623 0% Risk Weight:Loans & leases,net 0 RCR-39(d) RCONB624 20% Risk Weight:Loans & leases,net 0 RCR-39(e) RCONB625 50% Risk Weight:Loans & leases,net 0 RCR-39(f) RCONB626 100% Risk Weight:Loans & leases,net 0 RCR-40(a) RCON3123 LESS:Allow for Ln and Lse Loss-Total 0 RCR-40(b) RCON3123 LESS:Allow for Ln & Lse Loss-No Rsk Wght 0 RCR-41(a) RCON3545 Ttl: Trading assets N/A RCR-41(b) RCONB627 No Risk-Weighting: Trading assets 0 RCR-41(c) RCONB628 0% Risk Weight: Trading assets 0 RCR-41(d) RCONB629 20% Risk Weight: Trading assets 0 RCR-41(e) RCONB630 50% Risk Weight: Trading assets 0 RCR-41(f) RCONB631 100% Risk Weight: Trading assets 0 RCR-42(a) RCONB639 Ttl: All other assets 32960 RCR-42(b) RCONB640 No Risk-Weighting: All other assets 0 RCR-42(c) RCONB641 0% Risk Weight: All other assets 763 RCR-42(d) RCONB642 20% Risk Weight: All other assets 0 RCR-42(e) RCONB643 50% Risk Weight: All other assets 0 RCR-42(f) RCON5339 100% Risk Weight: All other assets 32197 RCR-43(a) RCON2170 Ttl: Total assets 94909 RCR-43(b) RCONB644 No Risk-Weighting: Total assets 5 RCR-43(c) RCON5320 0% Risk Weight: Total assets 1013 -15- RCR-43(d) RCON5327 20% Risk Weight: Total assets 61694 RCR-43(e) RCON5334 50% Risk Weight: Total assets 0 RCR-43(f) RCON5340 100% Risk Weight: Total assets 32197 RCR-44(a) RCON3819 Value/Amount: Fncl Stndby Ltrs of Crdt 0 RCR-44(b) RCONB645 Credit Equiv: Fncl Stndby Ltrs of Crdt 0 RCR-44(c) RCONB646 0% Risk Weight: Fncl Stndby Ltrs of Crdt 0 RCR-44(d) RCONB647 20% Risk Weight:Fncl Stndby Ltrs of Crdt 0 RCR-44(e) RCONB648 50% Risk Weight:Fncl Stndby Ltrs of Crdt 0 RCR-44(f) RCONB649 100% Risk Weight:Fncl Stndby Ltr of Crdt 0 RCR-45(a) RCON3821 Value/Amount: Prf Stndby Ltrs of Crdt 0 RCR-45(b) RCONB650 Credit Equiv: Prf Stndby Ltrs of Crdt 0 RCR-45(c) RCONB651 0% Risk Weight: Prf Stndby Ltrs of Crdt 0 RCR-45(d) RCONB652 20% Risk Weight:Prf Stndby Ltrs of Crdt 0 RCR-45(e) RCONB653 50% Risk Weight:Prf Stndby Ltrs of Crdt 0 RCR-45(f) RCONB654 100% Risk Weight:Prf Stndby Ltr of Crdt 0 RCR-46(a) RCON3411 Value/Amount: Cml & Similar Ltrs of Crdt 0 RCR-46(b) RCONB655 Credit Equiv: Cml & Similar Ltrs of Crdt 0 RCR-46(c) RCONB656 0% Risk Weight: Cml & Sim Ltrs of Crdt 0 RCR-46(d) RCONB657 20% Risk Weight: Cml & Sim Ltrs of Crdt 0 RCR-46(e) RCONB658 50% Risk Weight: Cml & Sim Ltrs of Crdt 0 RCR-46(f) RCONB659 100% Risk Weight: Cml & Sim Ltrs of Crdt 0 RCR-47(a) RCON3429 Value/Amount: Prts in Accpt Acquired 0 RCR-47(b) RCONB660 Credit Equiv: Prts in Accpt Acquired 0 RCR-47(c) RCONB661 0% Risk Weight: Prts in Accpt Acquired 0 RCR-47(d) RCONB662 20% Risk Weight: Prts in Accpt Acquired 0 RCR-47(f) RCONB663 100% Risk Weight: Prts in Accpt Acquired 0 RCR-48(a) RCON3433 Value/Amount: Securities lent 0 RCR-48(b) RCONB664 Credit Equiv: Securities lent 0 RCR-48(c) RCONB665 0% Risk Weight: Securities lent 0 RCR-48(d) RCONB666 20% Risk Weight: Securities lent 0 RCR-48(e) RCONB667 50% Risk Weight: Securities lent 0 RCR-48(f) RCONB668 100% Risk Weight: Securities lent 0 RCR-49(a) RCONA250 Value/Amount:Rtnd recse on SB oblig 0 RCR-49(b) RCONB669 Credit Equiv:Rtnd recse on SB oblig 0 RCR-49(c) RCONB670 0% Risk weight:Rtnd recse on SB oblig 0 RCR-49(d) RCONB671 20% Risk weight:Rtnd recse on SB oblig 0 RCR-49(e) RCONB672 50% Risk weight:Rtnd recse on SB oblig 0 RCR-49(f) RCONB673 100% Risk weight:Rtnd recse on SB oblig 0 RCR-50(a) RCON1727 Value/Amount: Rtnd recse on fin assets 0 RCR-50(b) RCON2243 Credit Equiv: Rtnd recse on fin assets 0 RCR-50(f) RCONB674 100% Rsk wght:Rtnd recse on fin assets 0 RCR-51(a) RCONB675 Value/Amount: All other fin assets 0 RCR-51(b) RCONB676 Credit Equiv: All other fin assets 0 RCR-51(c) RCONB677 0% Risk weight: All other fin assets 0 RCR-51(d) RCONB678 20% Risk weight: All other fin assets 0 RCR-51(e) RCONB679 50% Risk weight: All other fin assets 0 RCR-51(f) RCONB680 100% Risk weight: All other fin assets 0 RCR-52(a) RCONB681 Value/Amount: All other off-bal liab 0 RCR-52(b) RCONB682 Credit Equiv: All other off-bal liab 0 RCR-52(c) RCONB683 0% Risk Weight: All other off-bal liab 0 RCR-52(d) RCONB684 20% Risk Weight: All other off-bal liab 0 -16- RCR-52(e) RCONB685 50% Risk Weight: All other off-bal liab 0 RCR-52(f) RCONB686 100% Risk Weight: All other off-bal liab 0 RCR-53(a) RCON3833 Value/Amount: Unused Commit > 1 yr 0 RCR-53(b) RCONB687 Credit Equiv: Unused Commit > 1 yr 0 RCR-53(c) RCONB688 0% Risk Weight: Unused Commit > 1 yr 0 RCR-53(d) RCONB689 20% Risk Weight: Unused Commit > 1 yr 0 RCR-53(e) RCONB690 50% Risk Weight: Unused Commit > 1 yr 0 RCR-53(f) RCONB691 100% Risk Weight: Unused Commit > 1 yr 0 RCR-54(b) RCONA167 Credit Equiv: Derivative contracts 0 RCR-54(c) RCONB693 0% Risk Weight: Derivative contracts 0 RCR-54(d) RCONB694 20% Risk Weight: Derivative contracts 0 RCR-54(e) RCONB695 50% Risk Weight: Derivative contracts 0 RCR-55(c) RCONB696 0% Rsk Wght: Ttl assets,derv, off bal 1013 RCR-55(d) RCONB697 20% Rsk Wght: Ttl assets,derv, off bal 61694 RCR-55(e) RCONB698 50% Rsk Wght: Ttl assets,derv, off bal 0 RCR-55(f) RCONB699 100% Rsk Wght: Ttl assets,derv, off bal 32197 RCR-57(c) RCONB700 0% Rsk Wght: Rsk Weighted Assets 0 RCR-57(d) RCONB701 20% Rsk Wght: Rsk Weighted Assets 12339 RCR-57(e) RCONB702 50% Rsk Wght: Rsk Weighted Assets 0 RCR-57(f) RCONB703 100% Rsk Wght: Rsk Weighted Assets 32197 RCR-58(f) RCON1651 Market rsk equiv assets 0 RCR-59(f) RCONB704 Rsk weighted before deduct for excess 44536 RCR-60(f) RCONA222 LESS: Excess allow for loan/lease loss 0 RCR-61(f) RCON3128 LESS: Allocated transfer risk reserve 0 RCR-62(f) RCONA223 Total risk-weighted assets 44536 RCR-M.1 RCON8764 Credit Exp - Off-Bal Sheet Derivative 0 RCR-M.2.a(a) RCON3809 Derivative Int Rate Contracts < 1 YR 0 RCR-M.2.a(b) RCON8766 Derivative Int Rate Contracts 1-5 YRS 0 RCR-M.2.a(c) RCON8767 Derivative Int Rate Contracts > 5 YRS 0 RCR-M.2.b(a) RCON3812 Derivative Fgn Exch Contracts < 1 YR 0 RCR-M.2.b(b) RCON8769 Derivative Fgn Exch Contracts 1-5 YRS 0 RCR-M.2.b(c) RCON8770 Derivative Fgn Exch Contracts > 5 YRS 0 RCR-M.2.c(a) RCON8771 Derivative Gold Contracts < 1 YR 0 RCR-M.2.c(b) RCON8772 Derivative Gold Contracts 1-5 YRS 0 RCR-M.2.c(c) RCON8773 Derivative Gold Contracts > 5 YRS 0 RCR-M.2.d(a) RCON8774 Derivative P Metals Contracts < 1 YR 0 RCR-M.2.d(b) RCON8775 Derivative P Metals Contracts 1-5 YRS 0 RCR-M.2.d(c) RCON8776 Derivative P Metals Contracts > 5 YRS 0 RCR-M.2.e(a) RCON8777 Derivative Commodity Contrcts < 1 YR 0 RCR-M.2.e(b) RCON8778 Derivative Commodity Contrcts 1-5 YRS 0 RCR-M.2.e(c) RCON8779 Derivative Commodity Contrcts > 5 YRS 0 RCR-M.2.f(a) RCONA000 Derivative Equity Contracts < 1 YR 0 RCR-M.2.f(b) RCONA001 Derivative Equity Contracts 1-5 YRS 0 RCR-M.2.f(c) RCONA002 Derivative Equity Contracts > 5 YRS 0 RCS-1(a) RCONB705 BSA-Outstndng prncpl: 1-4 Res N/A RCS-1(b) RCONB706 BSA-Outstndng prncpl: Hme Equity N/A RCS-1(c) RCONB707 BSA-Outstndng prncpl: C Card Rcv N/A RCS-1(d) RCONB708 BSA-Outstndng prncpl: Auto Loans N/A RCS-1(e) RCONB709 BSA-Outstndng prncpl: Other Cons N/A RCS-1(f) RCONB710 BSA-Outstndng prncpl: Cml/Indus N/A RCS-1(g) RCONB711 BSA-Outstndng prncpl: All Other N/A -17- RCS-2.a(a) RCONB712 BSA-Max amount(Retained inst):1-4 Res N/A RCS-2.a(b) RCONB713 BSA-Max amount(Retained inst):Hme Equity N/A RCS-2.a(c) RCONB714 BSA-Max amount(Retained inst):C Card Rcv N/A RCS-2.a(d) RCONB715 BSA-Max amount(Retained inst):Auto Loans N/A RCS-2.a(e) RCONB716 BSA-Max amount(Retained inst):Other Cons N/A RCS-2.a(f) RCONB717 BSA-Max amount(Retained inst):Cml/Indus N/A RCS-2.a(g) RCONB718 BSA-Max amount(Retained inst):All Other N/A RCS-2.b(a) RCONB719 BSA-Max amount(Stndby Lttrs):1-4 Res N/A RCS-2.b(b) RCONB720 BSA-Max amount(Stndby Lttrs):Hme Equity N/A RCS-2.b(c) RCONB721 BSA-Max amount(Stndby Lttrs):C Card Rcv N/A RCS-2.b(d) RCONB722 BSA-Max amount(Stndby Lttrs):Auto Loans N/A RCS-2.b(e) RCONB723 BSA-Max amount(Stndby Lttrs):Other Cons N/A RCS-2.b(f) RCONB724 BSA-Max amount(Stndby Lttrs):Cml/Indus N/A RCS-2.b(g) RCONB725 BSA-Max amount(Stndby Lttrs):All Other N/A RCS-3(a) RCONB726 BSA-Rpt Bnk's unused commit: 1-4 Res N/A RCS-3(b) RCONB727 BSA-Rpt Bnk's unused commit: Hme Equity N/A RCS-3(c) RCONB728 BSA-Rpt Bnk's unused commit: C Card Rcv N/A RCS-3(d) RCONB729 BSA-Rpt Bnk's unused commit: Auto Loans N/A RCS-3(e) RCONB730 BSA-Rpt Bnk's unused commit: Other Cons N/A RCS-3(f) RCONB731 BSA-Rpt Bnk's unused commit: Cml/Indus N/A RCS-3(g) RCONB732 BSA-Rpt Bnk's unused commit: All Other N/A RCS-4.a(a) RCONB733 BSA-Pst due loans,30-89 days:1-4 Res N/A RCS-4.a(b) RCONB734 BSA-Pst due loans,30-89 days:Hme Equity N/A RCS-4.a(c) RCONB735 BSA-Pst due loans,30-89 days:C Card Rcv N/A RCS-4.a(d) RCONB736 BSA-Pst due loans,30-89 days:Auto Loans N/A RCS-4.a(e) RCONB737 BSA-Pst due loans,30-89 days:Other Cons N/A RCS-4.a(f) RCONB738 BSA-Pst due loans,30-89 days:Cml/Indus N/A RCS-4.a(g) RCONB739 BSA-Pst due loans,30-89 days:All Other N/A RCS-4.b(a) RCONB740 BSA-Pst due loans,90+ days:1-4 Res N/A RCS-4.b(b) RCONB741 BSA-Pst due loans,90+ days:Hme Equity N/A RCS-4.b(c) RCONB742 BSA-Pst due loans,90+ days:C Card Rcv N/A RCS-4.b(d) RCONB743 BSA-Pst due loans,90+ days:Auto Loans N/A RCS-4.b(e) RCONB744 BSA-Pst due loans,90+ days:Other Cons N/A RCS-4.b(f) RCONB745 BSA-Pst due loans,90+ days:Cml/Indus N/A RCS-4.b(g) RCONB746 BSA-Pst due loans,90+ days:All Other N/A RCS-5.a(a) RIADB747 BSA-C/O & Rcv on assets(C/O):1-4 Res N/A RCS-5.a(b) RIADB748 BSA-C/O & Rcv on assets(C/O):Hme Equity N/A RCS-5.a(c) RIADB749 BSA-C/O & Rcv on assets(C/O):C Card Rcv N/A RCS-5.a(d) RIADB750 BSA-C/O & Rcv on assets(C/O):Auto Loans N/A RCS-5.a(e) RIADB751 BSA-C/O & Rcv on assets(C/O):Other Cons N/A RCS-5.a(f) RIADB752 BSA-C/O & Rcv on assets(C/O):Cml/Indus N/A RCS-5.a(g) RIADB753 BSA-C/O & Rcv on assets(C/O):All Other N/A RCS-5.b(a) RIADB754 BSA-C/O & Rcv on assets(Rcvs):1-4 Res N/A RCS-5.b(b) RIADB755 BSA-C/O & Rcv on assets(Rcvs):Hme Equity N/A RCS-5.b(c) RIADB756 BSA-C/O & Rcv on assets(Rcvs):C Card Rcv N/A RCS-5.b(d) RIADB757 BSA-C/O & Rcv on assets(Rcvs):Auto Loans N/A RCS-5.b(e) RIADB758 BSA-C/O & Rcv on assets(Rcvs):Other Cons N/A RCS-5.b(f) RIADB759 BSA-C/O & Rcv on assets(Rcvs):Cml/Indus N/A RCS-5.b(g) RIADB760 BSA-C/O & Rcv on assets(Rcvs):All Other N/A RCS-6.a(b) RCONB761 BSA-Amt of ownrshp-Securities:Hme Equity N/A RCS-6.a(c) RCONB762 BSA-Amt of ownrshp-Securities:C Card Rcv N/A -18- RCS-6.a(f) RCONB763 BSA-Amt of ownrshp-Securities:Cml/Indus N/A RCS-6.b(b) RCONB500 BSA-Amt of ownrshp-Loans:Hme Equity N/A RCS-6.b(c) RCONB501 BSA-Amt of ownrshp-Loans:C Card Rcv N/A RCS-6.b(f) RCONB502 BSA-Amt of ownrshp-Loans:Cml/Indus N/A RCS-7.a(b) RCONB764 BSA-Pst due loans,30-89 days:Hme Equity N/A RCS-7.a(c) RCONB765 BSA-Pst due loans,30-89 days:C Card Rcv N/A RCS-7.a(f) RCONB766 BSA-Pst due loans,30-89 days:Cml/Indus N/A RCS-7.b(b) RCONB767 BSA-Pst due loans,90+ days:Hme Equity N/A RCS-7.b(c) RCONB768 BSA-Pst due loans,90+ days:C Card Rcv N/A RCS-7.b(f) RCONB769 BSA-Pst due loans,90+ days:Cml/Indus N/A RCS-8.a(b) RIADB770 BSA-C/O & Rcv on loans(C/O):Hme Equity N/A RCS-8.a(c) RIADB771 BSA-C/O & Rcv on loans(C/O):C Card Rcv N/A RCS-8.a(f) RIADB772 BSA-C/O & Rcv on loans(C/O):Cml/Indus N/A RCS-8.b(b) RIADB773 BSA-C/O & Rcv on loans(Rcvs):Hme Equity N/A RCS-8.b(c) RIADB774 BSA-C/O & Rcv on loans(Rcvs):C Card Rcv N/A RCS-8.b(f) RIADB775 BSA-C/O & Rcv on loans(Rcvs):Cml/Indus N/A RCS-9(a) RCONB776 Sec Fac-Max amt credit expose:1-4 Res N/A RCS-9(b) RCONB777 Sec Fac-Max amt credit expose:Hme Equity N/A RCS-9(c) RCONB778 Sec Fac-Max amt credit expose:C Card Rcv N/A RCS-9(d) RCONB779 Sec Fac-Max amt credit expose:Auto Loans N/A RCS-9(e) RCONB780 Sec Fac-Max amt credit expose:Other Cons N/A RCS-9(f) RCONB781 Sec Fac-Max amt credit expose:Cml/Indus N/A RCS-9(g) RCONB782 Sec Fac-Max amt credit expose:All other N/A RCS-10(a) RCONB783 Sec Fac-Rpt bank's unusd cmt:1-4 Res N/A RCS-10(b) RCONB784 Sec Fac-Rpt bank's unusd cmt:Hme Equity N/A RCS-10(c) RCONB785 Sec Fac-Rpt bank's unusd cmt:C Card Rcv N/A RCS-10(d) RCONB786 Sec Fac-Rpt bank's unusd cmt:Auto Loans N/A RCS-10(e) RCONB787 Sec Fac-Rpt bank's unusd cmt:Other Cons N/A RCS-10(f) RCONB788 Sec Fac-Rpt bank's unusd cmt:Cml/Indus N/A RCS-10(g) RCONB789 Sec Fac-Rpt bank's unusd cmt:All Other N/A RCS-11(a) RCONB790 Bnk Assts-Assets sold w/recourse:1-4 Res N/A RCS-11(b) RCONB791 Bnk Assts-Assets sold w/rcrse:Hme Equity N/A RCS-11(c) RCONB792 Bnk Assts-Assets sold w/rcrse:C Card Rcv N/A RCS-11(d) RCONB793 Bnk Assts-Assets sold w/rcrse:Auto Loans N/A RCS-11(e) RCONB794 Bnk Assts-Assets sold w/rcrse:Other Cons N/A RCS-11(f) RCONB795 Bnk Assts-Assets sold w/rcrse:Cml/Indus N/A RCS-11(g) RCONB796 Bnk Assts-Assets sold w/rcrse:All Other N/A RCS-12(a) RCONB797 Bnk Assts-Max amt crdt expose:1-4 Res N/A RCS-12(b) RCONB798 Bnk Assts-Max amt crdt expose:Hme Equity N/A RCS-12(c) RCONB799 Bnk Assts-Max amt crdt expose:C Card Rcv N/A RCS-12(d) RCONB800 Bnk Assts-Max amt crdt expose:Auto Loans N/A RCS-12(e) RCONB801 Bnk Assts-Max amt crdt expose:Other Cons N/A RCS-12(f) RCONB802 Bnk Assts-Max amt crdt expose:Cml/Indus N/A RCS-12(g) RCONB803 Bnk Assts-Max amt crdt expose:All Other N/A RCS-M.1.a RCONA249 Sml Bus:Outstanding principal balance 0 RCS-M.1.b RCONA250 Sml Bus:Amts of retained rcrse of oblig 0 RCS-M.2.a RCONB804 OPB:1-4 Fam Res with recourse 0 RCS-M.2.b RCONB805 OPB:1-4 Fam Res w/o recourse 0 RCS-M.2.c RCONA591 OPB: Other financial assets 0 RCS-M.3.a.1 RCONB806 Asset-backed,max amt-Cndts spnsrd by bnk N/A RCS-M.3.a.2 RCONB807 Asset-bckd,max amt-Cndts spnsrd by other N/A -19- RCS-M.3.b.1 RCONB808 Asset-bckd,unused-Cndts spnsrd by bnk N/A RCS-M.3.b.2 RCONB809 Asset-bckd,unused-Cndts spnsrd by other N/A RCS-M.4.a.1 RCONA521 1-4 Family: Outstanding Balance 0 RCS-M.4.a.2 RCONA522 1-4 Family: Amount of Recourse 0 RCS-M.4.b.1 RCONA523 Other Assets: Outstanding Balance 0 RCS-M.4.b.2 RCONA524 Other Assets: Amount of Recourse 0 RCS-M.5 RCON2742 Lns xtnd under c cards and related plans N/A RCT-1 RCONA345 Y/N-Does inst have fiduciary powers? N/A RCT-2 RCONA346 Y/N-Does inst exercise fid pwrs granted? N/A RCT-3 RCONB867 Y/N-Does inst have any act to report? N/A RCT-4(a) RCONB868 Assets-Prsnl Trust: Managed Assts N/A RCT-4(b) RCONB869 Assets-Prsnl Trust: Non-Managed Assts N/A RCT-4(c) RCONB870 Assets-Prsnl Trust: # Managed Accts N/A RCT-4(d) RCONB871 Assets-Prsnl Trust: # Non-Mngd Accts N/A RCT-5.a(a) RCONB872 Assets-Ret Rel,Emp contr: Mngd Assts N/A RCT-5.a(b) RCONB873 Assets-Ret Rel,Emp contr: Non-Mngd Assts N/A RCT-5.a(c) RCONB874 Assets-Ret Rel,Emp contr:# Mngd Accts N/A RCT-5.a(d) RCONB875 Assets-Ret Rel,Emp cont:# Non-Mngd Accts N/A RCT-5.b(a) RCONB876 Assets-Ret Rel,Emp benft:Mngd Assts N/A RCT-5.b(b) RCONB877 Assets-Ret Rel,Emp benft:Non-Mngd Assts N/A RCT-5.b(c) RCONB878 Assets-Ret Rel,Emp benft:# Mngd Accts N/A RCT-5.b(d) RCONB879 Assets-Ret Rel,Emp benft:# Non-Mgd Accts N/A RCT-5.c(a) RCONB880 Assets-Ret Rel,Other ret: Mngd Assts N/A RCT-5.c(b) RCONB881 Assets-Ret Rel,Other ret: Non-Mngd Assts N/A RCT-5.c(c) RCONB882 Assets-Ret Rel,Other ret:# Mngd Accts N/A RCT-5.c(d) RCONB883 Assets-Ret Rel,Other ret:# Non-Mgd Accts N/A RCT-6(a) RCONB884 Assets-Corp trust/agency:Mngd Assts N/A RCT-6(b) RCONB885 Assets-Corp trust/agency:Non-Mngd Assts N/A RCT-6(c) RCONC001 Assets-Corp trust/agency:# Mngd Accts N/A RCT-6(d) RCONC002 Assets-Corp trust/agency:# Non-Mgd Accts N/A RCT-7(a) RCONB886 Assets-Invst Mgmnt Accts:Mngd Assts N/A RCT-7(c) RCONB888 Assets-Invst Mgmnt Accts:# Mngd Accts N/A RCT-8(a) RCONB890 Assets-Other Fiduciary Accts:Mngd Assts N/A RCT-8(b) RCONB891 Assets-Other Fid Accts:Non-Mngd Assts N/A RCT-8(c) RCONB892 Assets-Other Fid Accts:# Mngd Accts N/A RCT-8(d) RCONB893 Assets-Other Fid Accts:# Non-Mngd Accts N/A RCT-9(a) RCONB894 Assets-Total Fid Accts:Mngd Assts N/A RCT-9(b) RCONB895 Assets-Total Fid Accts:Non-Mngd N/A RCT-9(c) RCONB896 Assets-Total Fid Accts:# Mngd Accts N/A RCT-9(d) RCONB897 Assets-Total Fid Accts:# Non-Mngd Accts N/A RCT-10(b) RCONB898 Assets-Cust/Safekpng:Non-Mngd Assts N/A RCT-10(d) RCONB899 Assets-Cust/Safekpng:# Non-Mngd Assts N/A RCT-12 RIADB904 Income-Personal Trust/Agency Accts N/A RCT-13.a RIADB905 Income-Ret Rel,Emp benefit-def contr N/A RCT-13.b RIADB906 Income-Ret Ret,Emp benefit-def benefit N/A RCT-13.c RIADB907 Income-Ret Rel,Other Retirement Accts N/A RCT-14 RIADA479 Income-Corporate Trust/Agency Accts N/A RCT-15 RIADB908 Income-Investment Mngmnt Agency Accts N/A RCT-16 RIADA480 Income-Other Fiduciary Accts N/A RCT-17 RIADB909 Income-Custody/Safekeeping Accts N/A RCT-18 RIADB910 Income-Other Fid/Related N/A -20- RCT-19 RIAD4070 Income-Total Gross Fid/Related N/A RCT-20 RIAD4130 Income-Less:Expenses N/A RCT-21 RIADA488 Income-Less:Net losses from Fid/Related N/A RCT-22 RIADB911 Income-Plus:Intracompany Inc Credits N/A RCT-23 RIADA491 Income-Net Fiduciary/Related Inc N/A RCT-M.1.a RCONB913 Memo-Mngd Assets:Non-Int Bearing Dep N/A RCT-M.1.b RCONB914 Memo-Mngd Assets:Int-Bearing Deposits N/A RCT-M.1.c RCONB915 Memo-Mngd Asets:Treas/Gov (US) Oblig N/A RCT-M.1.d RCONB916 Memo-Mngd Assets:Sate,Cnty,Muni Oblig N/A RCT-M.1.e RCONB917 Memo-Mngd Assets:Money Mkt Mutual Funds N/A RCT-M.1.f RCONB918 Memo-Mngd Assets:Other short-term oblig N/A RCT-M.1.g RCONB919 Memo-Mngd Assets:Other notes/bonds N/A RCT-M.1.h RCONB920 Memo-Mngd Assets:Common/Preferred Stock N/A RCT-M.1.i RCONB921 Memo-Mngd Assets:Real Estate Mortgages N/A RCT-M.1.j RCONB922 Memo-Mngd Assets:Real Estate N/A RCT-M.1.k RCONB923 Memo-Mngd Assets:Miscellaneous Assets N/A RCT-M.1.l RCONB868 Memo-Mngd Assets:Total Mngd Assets held N/A RCT-M.2.a(a) RCONB927 Corp Trust-Corp/Muni:# of Issues N/A RCT-M.2.a(b) RCONB928 Corp Trust-Corp/Muni:Prncpl Amt N/A RCT-M.2.b RCONB929 Corp Trust - xfer agent:# of Issues N/A RCT-M.3.a(a) RCONB931 Memo-Collective,Dom Equity:# of Funds N/A RCT-M.3.a(b) RCONB932 Memo-Collective,Dom Equity:Mkt Value N/A RCT-M.3.b(a) RCONB933 Memo-Collective,Inter/Global:# of Funds N/A RCT-M.3.b(b) RCONB934 Memo-Collective,Inter/Global:Mkt Value N/A RCT-M.3.c(a) RCONB935 Memo-Collective,Stock/Bond:# of Funds N/A RCT-M.3.c(b) RCONB936 Memo-Collective,Stock/Bond:Mkt Value N/A RCT-M.3.d(a) RCONB937 Memo-Collective,Taxable Bond:# of Funds N/A RCT-M.3.d(b) RCONB938 Memo-Collective,Taxable Bond:Mkt Value N/A RCT-M.3.e(a) RCONB939 Memo-Collective,Muni Bond:# of Funds N/A RCT-M.3.e(b) RCONB940 Memo-Collective,Muni Bond:Mkt Value N/A RCT-M.3.f(a) RCONB941 Memo-Collective,ShtTrm/Mny Mkt:# of Fnds N/A RCT-M.3.f(b) RCONB942 Memo-Collective,ShtTrm/Mny Mkt:Mkt Value N/A RCT-M.3.g(a) RCONB943 Memo-Collective,Special/Other:# of Funds N/A RCT-M.3.g(b) RCONB944 Memo-Collective,Special/Other:Mkt Value N/A RCT-M.3.h(a) RCONB945 Memo-Collective,Total Collect:# of Funds N/A RCT-M.3.h(b) RCONB946 Memo-Collective,Total Collect:Mkt Value N/A RCT-M.4.a(a) RIADB947 Memo-Fid/Other,Prsnl:Gross Mngd Accts N/A RCT-M.4.a(b) RIADB948 Memo-Fid/Other,Prsnl:Gross Non-Mgd Accts N/A RCT-M.4.a(c) RIADB949 Memo-Fid/Other,Prsnl:Recoveries N/A RCT-M.4.b(a) RIADB950 Memo-Fid/Other,Retire:Gross Mngd Accts N/A RCT-M.4.b(b) RIADB951 Memo-Fid/Other,Ret:Gross Non-Mngd Accts N/A RCT-M.4.b(c) RIADB952 Memo-Fid/Other,Ret:Recoveries N/A RCT-M.4.c(a) RIADB953 Memo-Fid/Other,Invst:Gross Mngd Accts N/A RCT-M.4.c(b) RIADB954 Memo-Fid/Other,Invst:Gross Non-Mgd Accts N/A RCT-M.4.c(c) RIADB955 Memo-Fid/Other,Invst:Recoveries N/A RCT-M.4.d(a) RIADB956 Memo-Fid/Other,Other Fid:Gross Mngd N/A RCT-M.4.d(b) RIADB957 Memo-Fid/Other,Other Fid:Gross Non-Mngd N/A RCT-M.4.d(c) RIADB958 Memo-Fid/Other,Other Fid:Recoveries N/A RCT-M.4.e(a) RIADB959 Memo-Fid/Other,Total Fid:Gross Mngd N/A RCT-M.4.e(b) RIADB960 Memo-Fid/Other,Total Fid:Gross Non-Mngd N/A RCT-M.4.e(c) RIADB961 Memo-Fid/Other,Total Fid:Recoveries N/A -21- RC-Narrative RCON6979 X/Y - Comment/No Comment X RC(LOANS)-a RCON3561 Number Of Loans To Executive Officers 0 RC(LOANS)-b RCON3562 Amount Of Loans To Executive Officers 0 RC(LOANS)-c(a) RCON7701 Start Rate (####.##%) Loans To Execs. 0.00% RC(LOANS)-c(b) RCON7702 Top Rate (####.##%) Loans To Execs. 0.00% RCR-50.pct RCONDPSC Credit Conversion Factor 12.5%
-22- EX-99.1 7 filpex991.txt FORM OF LETTER OF TRANSMITTAL Exhibit 99.1 LETTER OF TRANSMITTAL FIRST INDUSTRIAL, L.P. OFFER TO EXCHANGE ITS 7.375% SENIOR NOTES DUE 2011, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF ITS OUTSTANDING 7.375% SENIOR NOTES DUE 2011 PURSUANT TO THE PROSPECTUS, DATED [ ], 2001 - -------------------------------------------------------------------------------- THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [________], 2001, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. - -------------------------------------------------------------------------------- U.S. Bank Trust National Association, as Exchange Agent By First Class Mail: U.S. Bank Trust National Association P.O. Box 64485 St. Paul, MN 55164-9549
By Registered, Certified or Overnight Mail: By Hand (all others): U.S. Bank Trust National Association U.S. Bank Trust National Association Attn: Specialized Finance Fourth Floor - Bond Drop Window 180 East Fifth Street 180 East Fifth Street St. Paul, MN 55101 St. Paul, MN 55101
By Facsimile: (651) 244-1537 (For Eligible Institutions Only) Telephone Number: (800) 934-6802 Bondholder Services Delivery of this instrument to an address or transmission to a facsimile number other than as set forth above will not constitute a valid delivery. The undersigned acknowledges that he or she has received and reviewed the Prospectus, dated [ ], 2001 (the "Prospectus"), of First Industrial, L.P., a Delaware limited partnership (the "Company"), and this Letter of Transmittal, which together constitute the Company's offer to exchange (the "Exchange Offer") up to $200,000,000 aggregate principal amount of the Company's 7.375% Senior Notes due 2011 (the "New Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of the Company's issued and outstanding 7.375% Senior Notes due 2011 (the "Old Notes"), which have not been so registered. For each Old Note accepted for exchange, the registered holder of such Old Note (collectively with all other registered holders of Old Notes, the "Holders") will receive a New Note having a principal amount equal to that of the surrendered Old Note. Registered holders of New Notes on the relevant record date for the first interest payment date following the consummation of the Exchange Offer will receive interest accruing from the most recent date to which interest has been paid on the Old Notes or, if no interest has been paid, from [ ], 2001. Old Notes accepted for exchange will cease to accrue interest from and after the date of consummation of the Exchange Offer. Accordingly, Holders whose Old Notes are accepted for exchange will not receive any payment in respect of accrued interest on such Old Notes otherwise payable on any interest payment date the record date for which occurs on or after consummation of the Exchange Offer. This Letter of Transmittal is to be completed by a Holder of Old Notes either if certificates are to be forwarded herewith or if a tender of certificates for Old Notes, if available, is to be made by book-entry transfer to the account maintained by the Exchange Agent at The Depository Trust Company (the "Book-Entry Transfer Facility") pursuant to the procedures set forth in "The Exchange Offer--Acceptance of Old Notes for Exchange; Delivery of New Notes" section of the Prospectus. Holders of Old Notes whose certificates are not immediately available, or who are unable to deliver their certificates or confirmation of the book-entry tender of their Old Notes into the Exchange Agent's account at the Book-Entry Transfer Facility (a "Book-Entry Confirmation") and all other documents required by this Letter of Transmittal to the Exchange Agent on or prior to the Expiration Date, must tender their Old Notes according to the guaranteed delivery procedures set forth in "The Exchange Offer--Guaranteed Delivery Procedures" section of the Prospectus. See Instruction 1. Delivery of documents to the Book-Entry Transfer Facility does not constitute delivery to the Exchange Agent. The undersigned has completed the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY Ladies and Gentlemen: Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the aggregate principal amount of Old Notes indicated below. Subject to, and effective upon, the acceptance for exchange of the Old Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Old Notes as are being tendered hereby. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Old Notes tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Company. The undersigned hereby further represents that any New Notes acquired in exchange for Old Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such New Notes, whether or not such person is the undersigned, that neither the Holder of such Old Notes nor any such other person has an arrangement or understanding with any person to participate in a distribution of such New Notes and that neither the Holder of such Old Notes nor any such other person is an "affiliate" (as defined in Rule 405 under the Securities Act) of the Company. The undersigned also acknowledges that this Exchange Offer is being made in reliance on interpretations by the staff of the Securities and Exchange Commission (the "SEC"), as set forth in no-action letters issued to third parties, that the New Notes issued pursuant to the Exchange Offer in exchange for the Old Notes may be offered for resale, resold and otherwise transferred by a Holder thereof (other than a Holder that is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such New Notes are acquired in the ordinary course of such Holder's business and such Holder has no arrangement with any person to participate in a distribution of such New Notes. However, the SEC has not considered the Exchange Offer in the context of a no-action letter and there can be no assurance that the staff of the SEC would make a similar determination with respect to the Exchange Offer as in other circumstances. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of New Notes and has no arrangement or understanding to participate in a distribution of New Notes. If any Holder is an affiliate of the Company, is engaged in or intends to engage in, or has any arrangement or understanding with any person to participate in, a distribution of the New Notes to be acquired pursuant to the Exchange Offer, such Holder could not rely on the applicable interpretations of the staff of the SEC and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. However, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. The undersigned will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Old Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter of Transmittal and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in "The Exchange Offer--Withdrawal of Tenders" section of the Prospectus. Unless otherwise indicated herein in the box entitled "Special Issuance Instructions" herein, please issue the New Notes (and, if applicable, substitute certificates representing Old Notes for any Old Notes not exchanged) in the name of the undersigned or, in the case of a book-entry delivery of Old Notes, please credit the account indicated below maintained at the Book-Entry Transfer Facility. Similarly, unless otherwise indicated under the box entitled "Special Delivery Instructions" herein, please send the New Notes (and, if applicable, substitute certificates representing Old Notes for any Old Notes not exchanged) to the undersigned at the address shown in the box herein entitled "Description of Old Notes Delivered." THE UNDERSIGNED, BY COMPLETING THE BOX BELOW ENTITLED "DESCRIPTION OF OLD NOTES DELIVERED" BELOW AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED OLD NOTES AS SET FORTH IN SUCH BOX. List below the Old Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and principal amount of Old Notes should be listed on a separate signed schedule affixed hereto.
- ------------------------------------------------------------------------------------------------------------------- DESCRIPTION OF OLD NOTES DELIVERED - ------------------------------------------------------------------------------------------------------------------- Name(s) and Address of Registered Holder(s) Aggregate Principal Amount (Please fill in, if blank) Certificate Number(s)* Principal Amount Tendered** - ------------------------------------------------ ------------------------- -------------------- ------------------- - ------------------------------------------------ ------------------------- -------------------- ------------------- - ------------------------------------------------ ------------------------- -------------------- ------------------- - ------------------------------------------------ ------------------------- -------------------- ------------------- - ------------------------------------------------ ------------------------- -------------------- ------------------- - ------------------------------------------------ ------------------------- -------------------- ------------------- - ------------------------------------------------ ------------------------- -------------------- ------------------- - ------------------------------------------------ ------------------------- -------------------- ------------------- Totals: - ------------------------------------------------ ------------------------- -------------------- -------------------
* Need not be completed if Old Notes are being tendered by book-entry transfer. ** Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Old Notes represented by the listed certificates. See Instruction 2. Old Notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof. See Instruction 1. / / CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING: Name of Tendering Institution -------------------------------------------- Account Number Transaction Code Number ----------------- --------------- / / CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING: Name of Registered Holder ----------------------------------------------- Window Ticket Number (if any) ------------------------------------------- Date of Execution of Notice of Guaranteed Delivery ---------------------- Name of Institution Which Guaranteed Delivery --------------------------- If Delivered by Book-Entry Transfer, Complete the Following: Account Number Transaction Code Number ------------- ------------------
- -------------------------------------------------------- ----------------------------------------------------- SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS (See Instructions 3 and 4) (See Instructions 3 and 4) To be completed ONLY if certificates for Old To be completed ONLY if certificates for Old Notes not exchanged and/or New Notes are to be issued Notes not exchanged and/or New Notes are to be sent in the name of someone other than the person or to someone other than the person or persons whose persons whose signature(s) appear(s) on this Letter of signature(s) appear(s) on this Letter of Transmittal below or if Old Notes delivered by Transmittal below or to such person or persons at book-entry transfer which are not accepted for an address other than shown in the box entitled exchange are to be returned by credit to an account "Description of Old Notes Delivered" on this Letter maintained at the Book-Entry Transfer Facility other of Transmittal above. than the account indicated above. Issue New Notes and/or Old Notes to: Mail New Notes and/or Old Notes to: Name: Name: -------------------------------------------- ---------------------------------------------- (Please Type or Print) (Please Type or Print) Address:__________________________________________ Address:____________________________________________ __________________________________________________ ____________________________________________________ (Zip Code) (Zip Code) - -------------------------------------------------------- -----------------------------------------------------
- -------------------------------------------------------------------------------- IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF OR AN AGENT'S MESSAGE IN LIEU HEREOF (TOGETHER WITH THE CERTIFICATES FOR OLD NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING ANY BOX ABOVE PLEASE SIGN HERE (All Tendering Holders Must Complete This Letter of Transmittal and the Accompanying Substitute Form W-9) Dated: ___________________________, 2001 X_______________________________________________________________________________ X_______________________________________________________________________________ (Signature(s) Area Code and Telephone Number:_________________________________________________ If a Holder is tendering any Old Notes, this letter must be signed by the Holder(s) as the name(s) appear(s) on the certificate(s) for the Old Notes or by any person(s) authorized to become Holder(s) by endorsements and documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, officer or other person acting in a fiduciary or representative capacity, please set forth full title. See Instruction 3. Name:___________________________________________________________________________ ________________________________________________________________________________ (Please Type or Print) Capacity (full title):__________________________________________________________ Address:________________________________________________________________________ ________________________________________________________________________________ Telephone:______________________________________________________________________ SIGNATURE GUARANTEE (If required by Instruction 3) Signature(s) Guarantees by an Eligible Institution:____________________________________________________________________ (Authorized Signature) ________________________________________________________________________________ (Title) ________________________________________________________________________________ (Name and Firm) Dated: ________________________, 2001 INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER TO EXCHANGE THE 7.375% SENIOR NOTES DUE 2011 OF FIRST INDUSTRIAL, L.P., WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF THE OUTSTANDING 7.375% SENIOR NOTES DUE 2011 OF FIRST INDUSTRIAL, L.P. 3.1.1 DELIVERY OF THIS LETTER AND OLD NOTES; GUARANTEED DELIVERY PROCEDURES. This Letter of Transmittal is to be completed by Holders of Old Notes either if certificates are to be forwarded herewith or if tenders are to be made pursuant to the procedures for delivery by book-entry transfer set forth in "The Exchange Offer--Acceptance of Old Notes for Exchange; Delivery of New Notes" section of the Prospectus. Certificates for all physically tendered Old Notes, or Book-Entry Confirmation, as the case may be, as well as a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile hereof or Agent's Message in lieu hereof) and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at the address set forth herein on or prior to the Expiration Date, or the tendering holder must comply with the guaranteed delivery procedures set forth below. Old Notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof. Holders whose certificates for Old Notes are not immediately available or who cannot deliver their certificates and all other required documents to the Exchange Agent on or prior to the Expiration Date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their Old Notes pursuant to the guaranteed delivery procedures set forth in "The Exchange Offer--Guaranteed Delivery Procedures" section of the Prospectus. Pursuant to such procedures, (i) such tender must be made through an Eligible Institution, (ii) on or prior to 5:00 p.m., New York City time, on the Expiration Date, the Exchange Agent must receive from such Eligible Institution a properly completed and duly executed Letter of Transmittal (or a facsimile thereof) and Notice of Guaranteed Delivery, substantially in the form provided by the Company (by telegram, telex, facsimile transmission, mail or hand delivery), setting forth the name and address of the holder of Old Notes and the amount of Old Notes tendered, stating that the tender is being made thereby and guaranteeing that within three New York Stock Exchange ("NYSE") trading days after the date of execution of the Notice of Guaranteed Delivery, the certificates for all physically tendered Old Notes, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, and any other documents required by this Letter of Transmittal will be deposited by the Eligible Institution with the Exchange Agent, and (iii) the certificates for all physically tendered Old Notes, in proper form for transfer, or Book-Entry Confirmation, as the case may be, and any other documents required by this Letter of Transmittal, are deposited by the Eligible Institution within three NYSE trading days after the date of execution of the Notice of Guaranteed Delivery. The method of delivery of this Letter of Transmittal, the Old Notes and all other required documents is at the election and risk of the tendering Holders, but delivery will be deemed made only upon actual receipt or confirmation by the Exchange Agent. If Old Notes are sent by mail, it is suggested that the mailing be registered mail, properly insured, with return receipt requested, and made sufficiently in advance of the Expiration Date to permit delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date. See "The Exchange Offer" section of the Prospectus. 3.1.2 PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS WHO TENDER BY BOOK-ENTRY TRANSFER). If less than all of the Old Notes evidenced by a submitted certificate are to be tendered, the tendering Holder(s) should fill in the aggregate principal amount of Old Notes to be tendered in the box above entitled "Description of Old Notes Delivered--Principal Amount Tendered." A reissued certificate representing the balance of nontendered Old Notes will be sent to such tendering Holder, unless otherwise provided in the appropriate box of this Letter of Transmittal, promptly after the Expiration Date. See Instruction 4. All of the Old Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. -2- 3.1.3 SIGNATURES ON THIS LETTER, BOND POWERS AND ENDORSEMENTS, GUARANTEE OF SIGNATURES. If this Letter of Transmittal is signed by the Holder of the Old Notes tendered hereby, the signature must correspond exactly with the name as written on the face of the certificates without any change whatsoever. If any tendered Old Notes are owned of record by two or more joint owners, all of such owners must sign this Letter of Transmittal. If any tendered Old Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this letter as there are different registrations of certificates. When this Letter of Transmittal is signed by the Holder or Holders of the Old Notes specified herein and tendered hereby, no endorsements of certificates or separate bond powers are required. If however, the New Notes are to be issued, or any untendered Old Notes are to be reissued, to a person other than the Holder, then endorsements of any certificates transmitted hereby or separate bond powers are required. Signatures on such certificates(s) must be guaranteed by an Eligible Institution. If this Letter of Transmittal is signed by a person other than the Holder or Holders of any certificate(s) specified herein, such certificate(s) must be endorsed or accompanied by appropriate bond powers, in either case signed exactly as the name or names of the Holder or Holders appear(s) on the certificate(s) and signatures on such certificate(s) must be guaranteed by an Eligible Institution. If this Letter of Transmittal or any certificates or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority to so act must be submitted. ENDORSEMENTS ON CERTIFICATES FOR OLD NOTES OR SIGNATURES ON BOND POWERS REQUIRED BY THIS INSTRUCTION 3 MUST BE GUARANTEED BY A FINANCIAL INSTITUTION (INCLUDING MOST BANKS, SAVINGS AND LOAN ASSOCIATIONS AND BROKERAGE HOUSES) THAT IS A PARTICIPANT IN THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM, THE NEW YORK STOCK EXCHANGE MEDALLION SIGNATURE PROGRAM OR THE STOCK EXCHANGES MEDALLION PROGRAM (EACH, AN "ELIGIBLE INSTITUTION"). SIGNATURES ON THIS LETTER NEED NOT BE GUARANTEED BY AN ELIGIBLE INSTITUTION, PROVIDED THE OLD NOTES ARE TENDERED: (I) BY A REGISTERED HOLDER OF OLD NOTES (WHICH TERM, FOR PURPOSES OF THE EXCHANGE OFFER, INCLUDES ANY PARTICIPANT IN THE BOOK-ENTRY TRANSFER FACILITY SYSTEM WHOSE NAME APPEARS ON A SECURITY POSITION LISTING AS THE HOLDER OF SUCH OLD NOTES) WHO HAS NOT COMPLETED THE BOX ENTITLED "SPECIAL ISSUANCE INSTRUCTIONS" OR "SPECIAL DELIVERY INSTRUCTIONS" ON THIS LETTER, OR (II) FOR THE ACCOUNT OF AN ELIGIBLE INSTITUTION. -3- 3.1.4 SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering Holders of Old Notes should indicate in the applicable box the name and address to which New Notes issued pursuant to the Exchange Offer and/or substitute certificates evidencing Old Notes not exchanged are to be issued or sent, if different from the name or address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated. Holders tendering Old Notes by book-entry transfer may request that Old Notes not exchanged be credited to such account maintained at the Book-Entry Transfer Facility as such Holder may designate hereon. If no such instructions are given, such Old Notes not exchanged will be returned to the name and address of the person signing this Letter of Transmittal. 3.1.5 TRANSFER TAXES. The Company will pay all transfer taxes, if any, applicable to the transfer of Old Notes to it or its order pursuant to the Exchange Offer. If, however, New Notes and/or substitute Old Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the Holder of the Old Notes tendered hereby, or if tendered Old Notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the transfer of Old Notes to the Company or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed to such tendering Holder and the Exchange Agent will retain possession of an amount of New Notes with a face amount equal to the amount of such transfer taxes due by such tendering Holder pending receipt by the Exchange Agent of the amount of such taxes. Except as provided in this Instruction 5, it will not be necessary for transfer tax stamps to be affixed to the Old Notes specified in this Letter of Transmittal. 3.1.6 WAIVER OF CONDITIONS. The Company reserves the absolute right to waive satisfaction of any or all conditions enumerated in the Prospectus. 3.1.7 NO CONDITIONAL TENDERS. No alternative, conditional, irregular or contingent tenders will be accepted. All tendering Holders of Old Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Old Notes for exchange. Although the Company intends to notify Holders of defects or irregularities with respect to tenders of Old Notes, neither the Company, the Exchange Agent nor any other person shall incur any liability for failure to give any such notice. 3.1.8 MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES. Any Holder whose Old Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated above for further instructions. 3.1.9 WITHDRAWAL OF TENDERS. Tenders of Old Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date. For a withdrawal to be effective, a written notice of withdrawal must be received by the Exchange Agent at one of the addresses set forth above. Any such notice of withdrawal must specify the name of the person having tendered the Old Notes to be withdrawn, identify the Old Notes to be withdrawn (including -4- the principal amount of such Old Notes), and (where certificates for Old Notes have been transmitted) specify the name in which such Old Notes are registered, if different from that of the withdrawing Holder. If certificates for Old Notes have been delivered or otherwise identified to the Exchange Agent, then prior to the release of such certificates the withdrawing Holder must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an Eligible Institution unless such Holder is an Eligible Institution in which case such guarantee will not be required. If Old Notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Old Notes and otherwise comply with the procedures of such facility. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the Company, whose determination will be final and binding on all parties. Any Old Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Old Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the Holder thereof without cost to such Holder (or, in the case of Old Notes tendered by book-entry transfer into the Exchange Agent's account at the Book-Entry Transfer Facility pursuant to the book-entry transfer procedures described above, such Old Notes will be credited to an account maintained with such Book-Entry Transfer Facility for the Old Notes) as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Old Notes may be retendered by following one of the procedures set forth in "The Exchange Offer--Procedures for Tendering Old Notes" section of the Prospectus at any time on or prior to the Expiration Date. 3.1.10 REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus, this Letter of Transmittal and other related documents may be directed to the Exchange Agent at the address indicated above. -5- IMPORTANT TAX INFORMATION Under current United States federal income tax law, a Holder of New Notes is required to provide the Company (as payor) with such Holder's correct taxpayer identification number ("TIN") on Substitute Form W-9 or otherwise establish a basis for exemption from backup withholding to prevent backup withholding on any New Notes delivered pursuant to the Exchange Offer and any payments received in respect of the New Notes. If a Holder of New Notes is an individual, the TIN is such holder's social security number. If the Company is not provided with the correct taxpayer identification number, a Holder of New Notes may be subject to a $50 penalty imposed by the Internal Revenue Service. Accordingly, each prospective Holder of New Notes to be issued pursuant to Special Issuance Instructions should complete the attached Substitute Form W-9. The Substitute Form W-9 need not be completed if the box entitled Special Issuance Instructions has not been completed. Certain Holders of New Notes (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. Exempt prospective Holders of New Notes should indicate their exempt status on Substitute Form W-9. A foreign individual may qualify as an exempt recipient by submitting to the Company, through the Exchange Agent, a properly completed Internal Revenue Service Form W-8 (which the Exchange Agent will provide upon request) signed under penalty of perjury, attesting to the Holder's exempt status. See the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional instructions. If backup withholding applies, the Company is required to withhold 31% of any payment made to the Holder of New Notes or other payee. Backup withholding is not an additional United States federal income tax. Rather, the United States federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service. PURPOSE OF SUBSTITUTE FORM W-9 To prevent backup withholding on any New Notes delivered pursuant to the Exchange Offer and any payments received in respect of the New Notes, each prospective Holder of New Notes to be issued pursuant to Special Issuance Instructions should provide the Company, through the Exchange Agent, with either: (i) such prospective Holder's correct TIN by completing the form below, certifying that the TIN provided on Substitute Form W-9 is correct (or that such prospective Holder is awaiting a TIN) and that (A) such prospective Holder has not been notified by the Internal Revenue Service that he or she is subject to backup withholding as a result of a failure to report all interest or dividends or (B) the Internal Revenue Service has notified such prospective Holder that he or she is no longer subject to backup withholding; or (ii) an adequate basis for exemption. WHAT NUMBER TO GIVE THE EXCHANGE AGENT The prospective Holder of New Notes to be issued pursuant to Special Issuance Instructions is required to give the Exchange Agent the TIN (e.g., social security number or employer identification number) of the prospective record owner of the New Notes. If the New Notes will be held in more than one name or are not held in the name of the actual owner, consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 for additional guidance regarding which number to report. TO BE COMPLETED BY ALL TENDERING HOLDERS (SEE IMPORTANT TAX INFORMATION) PAYOR'S NAME: U.S. Bank Trust National Association
- --------------------------------------- ------------------------------------- ------------------------------------- PART I--PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT OR INDICATE THAT TIN: _______________________________ YOU APPLIED FOR A TIN AND CERTIFY Social Security Number or BY SIGNING AND DATING BELOW. Employer Identification Number TIN Applied for / / --------------------------------------------------------------------------- Substitute PART 2--CERTIFICATION--UNDER PENALTIES OF PERJURY, I CERTIFY THAT: Form W-9 (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued Department of the Treasury to me); Internal Revenue Service (2) I am not subject to backup withholding either because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to Payor's Request for Taxpayer backup withholding as a result of a failure to report all interest Identification Number ("TIN") or dividends, or (c) the IRS has notified me that I am no longer and Certification subject to backup withholding; and (3) any other information provided on this form is true and correct. Signature: __________________________ Date: __________________________ - --------------------------------------- ---------------------------------------------------------------------------
You must cross out item (2) of the above certification if you have been notified by the IRS that you are subject to backup withholding because of underreporting of interest or dividends on your tax return and you have not been notified by the IRS that you are no longer subject to backup withholding. NOTE: FAILURE BY A PROSPECTIVE HOLDER OF NEW NOTES TO BE ISSUED PURSUANT TO THE SPECIAL ISSUANCE INSTRUCTIONS ABOVE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31% OF THE NEW NOTES DELIVERED TO YOU PURSUANT TO THE EXCHANGE OFFER AND ANY PAYMENTS RECEIVED BY YOU IN RESPECT OF THE NEW NOTES. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE "TIN APPLIED FOR" BOX IN THE SUBSTITUTE FORM W-9 - -------------------------------------------------------------------------------- CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of the exchange, 31% of all reportable payments made to me thereafter will be withheld until I provide a number. ___________________________________________________ ____________________ Signature Date EX-99.2 8 filpex992.txt FORM OF NOTICE OF GUARANTEED DELIVERY Exhibit 99.2 NOTICE OF GUARANTEED DELIVERY FIRST INDUSTRIAL, L.P. OFFER TO EXCHANGE ITS 7.375% SENIOR NOTES DUE 2011, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, FOR ANY AND ALL OF ITS OUTSTANDING 7.375% SENIOR NOTES DUE 2011 PURSUANT TO THE PROSPECTUS, DATED [__________________], 2001 - -------------------------------------------------------------------------------- THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [___________], 2001, UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. - -------------------------------------------------------------------------------- As set forth in the Prospectus dated [ ], 2001 (the "Prospectus") under the caption "The Exchange Offer -- Guaranteed Delivery Procedures" and the accompanying Letter of Transmittal (the "Letter of Transmittal") and Instruction 1 thereto, this form, or one substantially equivalent hereto, must be used to accept the Exchange Offer if certificates representing the 7.375% Senior Notes due 2011 (the "Old Notes") of First Industrial, L.P., a Delaware limited partnership (the "Company"), are not immediately available or if the procedure for book-entry transfer cannot be completed on a timely basis or time will not permit a Holder's certificates or other required documents to reach the Exchange Agent on or prior to the Expiration Date. Such form may be delivered by hand or transmitted by telegram, telex, facsimile transmission or mail to the Exchange Agent and must include a guarantee by an Eligible Institution unless such form is submitted on behalf of an Eligible Institution. Capitalized terms used and not defined herein have the respective meanings ascribed to them in the Prospectus. The Exchange Agent is: U.S. Bank Trust National Association By First Class Mail: U.S. Bank Trust National Association P.O. Box 64485 St. Paul, MN 55164-9549
By Registered, Certified or Overnight Mail: By Hand (all others): U.S. Bank Trust National Association U.S. Bank Trust National Association Attn: Specialized Finance Fourth Floor - Bond Drop Window 180 East Fifth Street 180 East Fifth Street St. Paul, MN 55101 St. Paul, MN 55101
By Facsimile: (651) 244-1537 (For Eligible Institutions Only) Telephone Number: (800) 934-6802 Bondholder Services Delivery of this instrument to an address or transmission to a facsimile number other than as set forth above will not constitute a valid delivery. This form is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an "Eligible Institution" under the instructions thereto, such signature guarantee must appear in the applicable space provided in the signature box on the Letter of Transmittal. Ladies & Gentlemen: Upon the terms and subject to the conditions set forth in the Prospectus and the accompanying Letter of Transmittal, receipt of which is hereby acknowledged, the undersigned hereby tenders to First Industrial, L.P., a Delaware limited partnership (the "Company"), $________ principal amount of Old Notes, pursuant to the guaranteed delivery procedures set forth in the Prospectus and accompanying Letter of Transmittal. Certificate Numbers of Old Notes Principal Amount Tendered (if available) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- If Old Notes will be tendered by book-entry transfer to The Depository Trust Company, provide account number. Account No.__________________________________________ The undersigned authorizes the Exchange Agent to deliver this Notice of Guaranteed Delivery to the Company and U.S. Bank Trust National Association, as Trustee, with respect to the Old Notes tendered pursuant to the Exchange Offer. All authority conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall not be affected by, and shall survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned. SIGN HERE - -------------------------------------------------------------------------------- Signature(s) of Registered Holder(s) or Authorized Signatory - -------------------------------------------------------------------------------- Name(s) of Registered Holder(s) (Please Type or Print) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Address - -------------------------------------------------------------------------------- Zip Code - -------------------------------------------------------------------------------- Area Code and Telephone Number - -------------------------------------------------------------------------------- Dated: _______________________________________________________________, 2001 - -------------------------------------------------------------------------------- GUARANTEE (Not to be Used for Signature Guarantees) The undersigned, a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office in the United States, hereby (a) represents that the above-named person(s) has a net long position in the Old Notes tendered hereby within the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as amended, (b) represents that such tender of Old Notes complies with Rule 14e-4 and (c) guarantees delivery to the Exchange Agent of certificates representing the Old Notes tendered hereby, in proper form for transfer, or confirmation of book-entry transfer of such Old Notes into the Exchange Agent's account at a Book-Entry Transfer Facility (as defined in the Prospectus), in each case together with a properly completed and duly executed Letter of Transmittal with any required signature guarantees and any other documents required by the Letter of Transmittal, within three New York Stock Exchange trading days after the date hereof. - ---------------------------------------- ------------------------------------- Name of Firm Title - ---------------------------------------- ------------------------------------- Authorized Signature Name (Please Type or Print) Dated:___________________________ - ---------------------------------------- Address - ---------------------------------------- Area Code and Telephone Number NOTE: DO NOT SEND CERTIFICATES REPRESENTING OLD NOTES WITH THIS FORM. CERTIFICATES FOR OLD NOTES MUST BE SENT WITH YOUR LETTER OF TRANSMITTAL. -----END PRIVACY-ENHANCED MESSAGE-----