FIRST INDUSTRIAL REALTY TRUST INC
2ND AMEND & RESTD UNSECURED REVOLVING CREDIT AGMT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>c72912exv10w1.txt
<DESCRIPTION>2ND AMEND & RESTD UNSECURED REVOLVING CREDIT AGMT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1


                           SECOND AMENDED AND RESTATED


                      UNSECURED REVOLVING CREDIT AGREEMENT


                         DATED AS OF SEPTEMBER 27, 2002

                                      AMONG

                       FIRST INDUSTRIAL, L.P., AS BORROWER

                      FIRST INDUSTRIAL REALTY TRUST, INC.,

                        AS GENERAL PARTNER AND GUARANTOR

                                   THE LENDERS

                                       AND

                                  BANK ONE, NA,

                             AS ADMINISTRATIVE AGENT

                                       AND

                         BANC ONE CAPITAL MARKETS, INC.

                      AS LEAD ARRANGER AND SOLE BOOK RUNNER

                                       AND

                              BANK OF AMERICA, N.A.

                              AS SYNDICATION AGENT

                                       AND

               COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES

                                       AND

                               WACHOVIA BANK, N.A.

                             AS DOCUMENTATION AGENTS


<PAGE>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                               PAGE
                                                                                                               ----
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Article I.  DEFINITIONS AND ACCOUNTING TERMS......................................................................2

   1.1     DEFINITIONS............................................................................................2
   1.2     FINANCIAL STANDARDS...................................................................................18

ARTICLE II.  THE FACILITY........................................................................................19

   2.1     THE FACILITY..........................................................................................19
   2.2     PRINCIPAL PAYMENTS AND EXTENSION OPTION...............................................................19
   2.3     REQUESTS FOR ADVANCES; RESPONSIBILITY FOR ADVANCES....................................................20
   2.4     EVIDENCE OF CREDIT EXTENSIONS.........................................................................20
   2.5     RATABLE AND NON-PRO RATA LOANS........................................................................20
   2.6     APPLICABLE MARGINS....................................................................................21
   2.7     OTHER FEES............................................................................................21
   2.8     MINIMUM AMOUNT OF EACH ADVANCE........................................................................21
   2.9     INTEREST..............................................................................................22
   2.10    SELECTION OF RATE OPTIONS AND LIBOR INTEREST PERIODS..................................................22
   2.11    METHOD OF PAYMENT.....................................................................................24
   2.12    DEFAULT...............................................................................................25
   2.13    LENDING INSTALLATIONS.................................................................................25
   2.14    NON-RECEIPT OF FUNDS BY ADMINISTRATIVE AGENT..........................................................25
   2.15    SWINGLINE LOANS.......................................................................................25
   2.16    COMPETITIVE BID LOANS.................................................................................27
   2.17    VOLUNTARY REDUCTION OF AGGREGATE COMMITMENT AMOUNT....................................................31
   2.18    INCREASE IN AGGREGATE COMMITMENT......................................................................31
   2.19    APPLICATION OF MONEYS RECEIVED........................................................................32

ARTICLE III.  THE LETTER OF CREDIT SUBFACILITY...................................................................32

   3.1     OBLIGATION TO ISSUE...................................................................................32
   3.2     TYPES AND AMOUNTS.....................................................................................33
   3.3     CONDITIONS............................................................................................33
   3.4     PROCEDURE FOR ISSUANCE OF FACILITY LETTERS OF CREDIT..................................................33
   3.5     REIMBURSEMENT OBLIGATIONS; DUTIES OF ISSUING BANK.....................................................35
   3.6     PARTICIPATION.........................................................................................35
   3.7     PAYMENT OF REIMBURSEMENT OBLIGATIONS..................................................................37
   3.8     COMPENSATION FOR FACILITY LETTERS OF CREDIT...........................................................38
   3.9     LETTER OF CREDIT COLLATERAL ACCOUNT...................................................................38
</Table>


                                      -i-
<PAGE>

<Table>
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ARTICLE IV.  CHANGE IN CIRCUMSTANCES.............................................................................38

   4.1     YIELD PROTECTION......................................................................................38
   4.2     CHANGES IN CAPITAL ADEQUACY REGULATIONS...............................................................39
   4.3     AVAILABILITY OF LIBOR ADVANCES........................................................................40
   4.4     FUNDING INDEMNIFICATION...............................................................................40
   4.5     TAXES.................................................................................................40
   4.6     LENDER STATEMENTS; SURVIVAL OF INDEMNITY..............................................................43
   4.7     REPLACEMENT OF LENDERS UNDER CERTAIN CIRCUMSTANCES....................................................43

ARTICLE V.  CONDITIONS PRECEDENT.................................................................................44

   5.1     CONDITIONS PRECEDENT TO CLOSING.......................................................................44
   5.2     CONDITIONS PRECEDENT TO SUBSEQUENT ADVANCES...........................................................47

ARTICLE VI.  REPRESENTATIONS AND WARRANTIES......................................................................47

   6.1     EXISTENCE.............................................................................................47
   6.2     CORPORATE/PARTNERSHIP POWERS..........................................................................47
   6.3     POWER OF OFFICERS.....................................................................................48
   6.4     GOVERNMENT AND OTHER APPROVALS........................................................................48
   6.5     SOLVENCY..............................................................................................48
   6.6     COMPLIANCE WITH LAWS..................................................................................48
   6.7     ENFORCEABILITY OF AGREEMENT...........................................................................48
   6.8     TITLE TO PROPERTY.....................................................................................49
   6.9     LITIGATION............................................................................................49
   6.10    EVENTS OF DEFAULT.....................................................................................49
   6.11    INVESTMENT COMPANY ACT OF 1940........................................................................49
   6.12    PUBLIC UTILITY HOLDING COMPANY ACT....................................................................49
   6.13    REGULATION U..........................................................................................49
   6.14    NO MATERIAL ADVERSE FINANCIAL CHANGE..................................................................49
   6.15    FINANCIAL INFORMATION.................................................................................49
   6.16    FACTUAL INFORMATION...................................................................................50
   6.17    ERISA.................................................................................................50
   6.18    TAXES.................................................................................................50
   6.19    ENVIRONMENTAL MATTERS.................................................................................50
   6.20    INSURANCE.............................................................................................51
   6.21    NO BROKERS............................................................................................51
   6.22    NO VIOLATION OF USURY LAWS............................................................................52
   6.23    NOT A FOREIGN PERSON..................................................................................52
   6.24    NO TRADE NAME.........................................................................................52
   6.25    SUBSIDIARIES..........................................................................................52
   6.26    UNENCUMBERED ASSETS...................................................................................52
</Table>


                                      -ii-
<PAGE>

<Table>
<S>                                                                                                           <C>
ARTICLE VII.  ADDITIONAL REPRESENTATIONS AND WARRANTIES..........................................................54

   7.1     EXISTENCE.............................................................................................54
   7.2     CORPORATE POWERS......................................................................................54
   7.3     POWER OF OFFICERS.....................................................................................54
   7.4     GOVERNMENT AND OTHER APPROVALS........................................................................54
   7.5     COMPLIANCE WITH LAWS..................................................................................54
   7.6     ENFORCEABILITY OF AGREEMENT...........................................................................55
   7.7     LIENS; CONSENTS.......................................................................................55
   7.8     LITIGATION............................................................................................55
   7.9     EVENTS OF DEFAULT.....................................................................................55
   7.10    INVESTMENT COMPANY ACT OF 1940........................................................................55
   7.11    PUBLIC UTILITY HOLDING COMPANY ACT....................................................................55
   7.12    NO MATERIAL ADVERSE FINANCIAL CHANGE..................................................................55
   7.13    FINANCIAL INFORMATION.................................................................................55
   7.14    FACTUAL INFORMATION...................................................................................56
   7.15    ERISA.................................................................................................56
   7.16    TAXES.................................................................................................56
   7.17    NO BROKERS............................................................................................56
   7.18    SUBSIDIARIES..........................................................................................56
   7.19    STATUS................................................................................................56

ARTICLE VIII.  AFFIRMATIVE COVENANTS.............................................................................57

   8.1     NOTICES...............................................................................................57
   8.2     FINANCIAL STATEMENTS, REPORTS, ETC....................................................................58
   8.3     EXISTENCE AND CONDUCT OF OPERATIONS...................................................................60
   8.4     MAINTENANCE OF PROPERTIES.............................................................................60
   8.5     INSURANCE.............................................................................................60
   8.6     PAYMENT OF OBLIGATIONS................................................................................61
   8.7     COMPLIANCE WITH LAWS..................................................................................61
   8.8     ADEQUATE BOOKS........................................................................................61
   8.9     ERISA.................................................................................................61
   8.10    MAINTENANCE OF STATUS.................................................................................61
   8.11    USE OF PROCEEDS.......................................................................................61
   8.12    PRE-ACQUISITION ENVIRONMENTAL INVESTIGATIONS..........................................................61
   8.13    DISTRIBUTIONS.........................................................................................61

ARTICLE IX.  NEGATIVE COVENANTS..................................................................................62

   9.1     CHANGE IN BUSINESS....................................................................................62
   9.2     CHANGE OF MANAGEMENT OF PROPERTIES....................................................................62
   9.3     CHANGE OF BORROWER OWNERSHIP OR FINANCING PARTNERSHIP OWNERSHIP.......................................62
   9.4     USE OF PROCEEDS.......................................................................................62
</Table>


                                      -iii-
<PAGE>
<Table>
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   9.5     TRANSFERS OF UNENCUMBERED ASSETS......................................................................62
   9.6     LIENS.................................................................................................63
   9.7     REGULATION U..........................................................................................63
   9.8     INDEBTEDNESS AND CASH FLOW COVENANTS..................................................................63
   9.9     MERGERS AND DISPOSITIONS..............................................................................64
   9.10    NEGATIVE PLEDGE.......................................................................................65
   9.11    MAXIMUM REVENUE FROM SINGLE TENANT....................................................................65
   9.12    ISSUANCE OF SENIOR PREFERRED STOCK....................................................................65

ARTICLE X.  DEFAULTS.............................................................................................65

   10.1    NONPAYMENT OF PRINCIPAL...............................................................................65
   10.2    CERTAIN COVENANTS.....................................................................................65
   10.3    NONPAYMENT OF INTEREST AND OTHER OBLIGATIONS..........................................................65
   10.4    CROSS DEFAULT.........................................................................................65
   10.5    LOAN DOCUMENTS........................................................................................65
   10.6    REPRESENTATION OR WARRANTY............................................................................66
   10.7    COVENANTS, AGREEMENTS AND OTHER CONDITIONS............................................................66
   10.8    NO LONGER GENERAL PARTNER.............................................................................66
   10.9    MATERIAL ADVERSE FINANCIAL CHANGE.....................................................................66
   10.10   BANKRUPTCY............................................................................................66
   10.11   LEGAL PROCEEDINGS.....................................................................................67
   10.12   ERISA.................................................................................................67
   10.13   SECOND REMIC LOAN.....................................................................................67
   10.14   FAILURE TO SATISFY JUDGMENTS..........................................................................67
   10.15   ENVIRONMENTAL REMEDIATION.............................................................................67

ARTICLE XI.  ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES......................................................68

   11.1    ACCELERATION..........................................................................................68
   11.2    PRESERVATION OF RIGHTS; AMENDMENTS....................................................................68

ARTICLE XII.  THE ADMINISTRATIVE AGENT...........................................................................68

   12.1    APPOINTMENT...........................................................................................68
   12.2    POWERS................................................................................................69
   12.3    GENERAL IMMUNITY......................................................................................69
   12.4    NO RESPONSIBILITY FOR LOANS, RECITALS, ETC............................................................69
   12.5    ACTION ON INSTRUCTIONS OF LENDERS.....................................................................69
   12.6    EMPLOYMENT OF ADMINISTRATIVE AGENTS AND COUNSEL.......................................................70
   12.7    RELIANCE ON DOCUMENTS; COUNSEL........................................................................70
   12.8    ADMINISTRATIVE AGENT'S REIMBURSEMENT AND INDEMNIFICATION..............................................70
   12.9    RIGHTS AS A LENDER....................................................................................70
   12.10   [INTENTIONALLY OMITTED]...............................................................................71
   12.11   LENDER CREDIT DECISION................................................................................71
   12.12   SUCCESSOR ADMINISTRATIVE AGENT........................................................................71
</Table>


                                      -iv-
<PAGE>

<Table>
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   12.13   NOTICE OF DEFAULTS....................................................................................72
   12.14   REQUESTS FOR APPROVAL.................................................................................72
   12.15   COPIES OF DOCUMENTS...................................................................................72
   12.16   DEFAULTING LENDERS....................................................................................72
   12.17   DELEGATION TO AFFILIATES..............................................................................73
   12.18   CO-AGENTS, MANAGING AGENTS, DOCUMENTATION AGENT, SYNDICATION AGENT, ETC. .............................73

ARTICLE XIII.  BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS.................................................73

   13.1    SUCCESSORS AND ASSIGNS................................................................................73
   13.2    PARTICIPATIONS........................................................................................74
   13.3    ASSIGNMENTS...........................................................................................75
   13.4    DISSEMINATION OF INFORMATION..........................................................................76
   13.5    TAX TREATMENT.........................................................................................77

ARTICLE XIV.  GENERAL PROVISIONS.................................................................................77

   14.1    SURVIVAL OF REPRESENTATIONS...........................................................................77
   14.2    GOVERNMENTAL REGULATION...............................................................................77
   14.3    TAXES.................................................................................................77
   14.4    HEADINGS..............................................................................................77
   14.5    NO THIRD PARTY BENEFICIARIES..........................................................................77
   14.6    EXPENSES; INDEMNIFICATION.............................................................................77
   14.7    SEVERABILITY OF PROVISIONS............................................................................78
   14.8    NONLIABILITY OF THE LENDERS...........................................................................78
   14.9    CHOICE OF LAW.........................................................................................78
   14.10   CONSENT TO JURISDICTION...............................................................................78
   14.11   WAIVER OF JURY TRIAL..................................................................................78
   14.12   SUCCESSORS AND ASSIGNS................................................................................79
   14.13   ENTIRE AGREEMENT; MODIFICATION OF AGREEMENT...........................................................79
   14.14   DEALINGS WITH THE BORROWER............................................................................80
   14.15   SET-OFF...............................................................................................80
   14.16   COUNTERPARTS..........................................................................................80

ARTICLE XV.  NOTICES.............................................................................................80

   15.1    GIVING NOTICE.........................................................................................80
   15.2    CHANGE OF ADDRESS.....................................................................................82
</Table>


EXHIBITS

A       -       Percentages
B-1     -       Form of Note
B-2     -       Form of Competitive Bid Note
C-1     -       Form of Competitive Bid Quote Request


                                       -v-
<PAGE>

C-2     -       Invitation for Competitive Bid Quotes
C-3     -       Competitive Bid Quote
D       -       Form of Guaranty
E       -       Opinion of Borrower's Counsel
F       -       Opinion of General Partner's Counsel
G       -       Wiring Instructions
H       -       Form of Compliance Certificate
I       -       Intentionally Deleted
J       -       Form of Assignment Agreement
K       -       Form of Designation Agreement
L       -       Form of Amendment


SCHEDULES

6.9      Litigation (Borrower)
6.19     Environmental Compliance
6.24     Trade Names
6.25     Subsidiaries (Borrower)
6.26     Unencumbered Assets
7.8      Litigation (General Partner)
7.18     Subsidiaries (General Partner)



                                      -vi-
<PAGE>

        SECOND AMENDED AND RESTATED UNSECURED REVOLVING CREDIT AGREEMENT


         THIS SECOND AMENDED AND RESTATED UNSECURED REVOLVING CREDIT AGREEMENT
is entered into as of September 27, 2002 by and among the following:

         FIRST INDUSTRIAL, L.P., a Delaware limited partnership having its
principal place of business at 311 South Wacker Drive, Suite 4000, Chicago,
Illinois 60606 ("Borrower"), the sole general partner of which is First
Industrial Realty Trust, Inc., a Maryland corporation;

         FIRST INDUSTRIAL REALTY TRUST, INC., a Maryland corporation that is
qualified as a real estate investment trust whose principal place of business is
311 South Wacker Drive, Suite 4000, Chicago, Illinois 60606 ("General Partner");

         BANK ONE, NA ("Bank One"), a national bank organized under the laws of
the United States of America having an office at 1 Bank One Plaza, Chicago,
Illinois 60670 as Administrative Agent ("Administrative Agent") for the Lenders
(as defined below);

         BANK OF AMERICA, N.A. as Syndication Agent ("Syndication Agent");

         COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES and WACHOVIA BANK,
N.A. as Documentation Agents ("Documentation Agents"); and

         Those Lenders identified on the signature pages hereto.

                                    RECITALS

         A. Borrower is primarily engaged in the business of acquiring,
developing, owning and operating bulk warehouse and light industrial properties.

         B. Borrower, the General Partner, the Administrative Agent and certain
of the Lenders are parties to the "Existing Credit Agreement" (as defined
below).

         C. The Borrower has requested that the Existing Credit Agreement (the
"Facility") be amended and restated, to extend the maturity date of the Facility
and to amend certain other provisions of the Existing Credit Agreement further
as hereinafter set forth. The Administrative Agent and the Lenders have agreed
to do so.

         D. General Partner is fully liable for the obligations of Borrower
hereunder by virtue of its status as the sole general partner of Borrower and as
guarantor under the Guaranty.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto agree as follows:




<PAGE>

                                   Article I.

                        DEFINITIONS AND ACCOUNTING TERMS

         1.1 Definitions. As used in this Agreement, the following terms have
the meanings set forth below:

         "Absolute Interest Period" means, with respect to a Competitive Bid
Loan made at an Absolute Rate, a period of up to 180 days as requested by
Borrower in a Competitive Bid Quote Request and confirmed by a Lender in a
Competitive Bid Quote but in no event extending beyond the Maturity Date. If an
Absolute Interest Period would end on a day which is not a Business Day, such
Absolute Interest Period shall end on the next succeeding Business Day.

         "Absolute Rate" means a fixed rate of interest (rounded to the nearest
1/100 of 1%) for an Absolute Interest Period with respect to a Competitive Bid
Loan offered by a Lender and accepted by the Borrower at such rate under Section
2.16.

         "Adjusted EBITDA" means for any Person the sum of EBITDA for such
Person and such Person's reported corporate overhead for itself and its
Subsidiaries; provided that "Adjusted EBITDA" shall not include overhead related
to specific properties.

         "Adjusted LIBOR Rate" means, with respect to a LIBOR Advance for the
relevant LIBOR Interest Period, the sum of (i) the quotient of (a) the Base
LIBOR Rate applicable to such LIBOR Interest Period, divided by (b) one minus
the Reserve Requirement (expressed as a decimal) applicable to such LIBOR
Interest Period, plus, (ii) in the case of ratable LIBOR Advances, the LIBOR
Applicable Margin in effect from time to time during such LIBOR Interest Period,
or in the case of LIBOR Advances made as Competitive Bid Loans, the Competitive
LIBOR Margin established in the Competitive Bid Quote applicable to such
Competitive Bid Loan.

         "Adjusted Prime Rate" means a floating interest rate equal to the Prime
Rate plus Prime Applicable Margin changing when and as the Prime Rate and Prime
Applicable Margin changes.

         "Adjusted Prime Rate Advance" means an Advance that bears interest at
the Adjusted Prime Rate.

          "Administrative Agent" means Bank One, in its capacity as contractual
representative of the Lenders pursuant to Article XII, and not in its individual
capacity as a Lender, and any successor Agent appointed pursuant to Article XII.

         "Advance" means a borrowing hereunder, (i) disbursed by the Lenders on
the same Borrowing Date, or (ii) converted or continued by the Lenders on the
same date of conversion or continuation, consisting, in either case, of the
aggregate amount of the several Loans of the same type and, in the case of LIBOR
Loans, for the same Interest Period. The term "Advance" shall include Swingline
Loans and Competitive Bid Loans unless otherwise expressly provided.



                                      -2-
<PAGE>

         "Affiliate" means any Person directly or indirectly controlling,
controlled by or under direct or indirect common control with any other Person.
A Person shall be deemed to control another Person if the controlling Person
owns ten percent (10%) or more of any class of voting securities of the
controlled Person or possesses, directly or indirectly, the power to direct or
cause the direction of the management or policies of the controlled Person,
whether through ownership of stock, by contract or otherwise.

         "Aggregate Commitment" means, as of any date, the sum of all of the
Lenders' then-current Commitments, which initially shall be $300,000,000,
subject to Borrower's right to reduce the Aggregate Commitment pursuant to
Section 2.17 and to increase the Aggregate Commitment pursuant to Section 2.18.

         "Agreement" means this Second Amended and Restated Unsecured Revolving
Credit Agreement and all amendments, modifications and supplements hereto.

         "Agreement Execution Date" shall mean September 27, 2002, the date on
which all of the parties hereto have executed this Agreement.

         "Allocated Facility Amount" means, at any time, the sum of all then
outstanding Advances (including all Swingline Loans and Competitive Bid Loans),
and the then outstanding Facility Letter of Credit Obligations.

         "Applicable Margin" means the applicable margins set forth in the table
in Section 2.6 used in calculating the interest rate applicable to the various
types of Advances, which shall vary from time to time in accordance with the
long term, senior unsecured debt ratings of Borrower and General Partner in the
manner set forth in Section 2.6.

         "Approved Fund" means any Fund that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.

         "Arranger" means Banc One Capital Markets, Inc.

         "Bank One" means Bank One, NA.

         "Base LIBOR Rate" means, with respect to a LIBOR Advance for the
relevant Interest Period, the applicable British Bankers' Association LIBOR rate
for deposits in U.S. dollars as reported by any generally recognized financial
information service as of 11:00 a.m. (London time) two Business Days prior to
the first day of such Interest Period, and having a maturity equal to such
Interest Period, provided that, if no such British Bankers' Association LIBOR
rate is available to the Agent, the applicable Base LIBOR Rate for the relevant
Interest Period shall instead be the rate determined by the Agent to be the rate
at which Bank One or one of its Affiliate banks offers to place deposits in U.S.
dollars with first-class banks in the London interbank market at approximately
11:00 a.m. (London time) two Business Days prior to the first day of such
Interest Period, in the approximate amount of Bank One's relevant LIBOR Advance
and having a maturity equal to such Interest Period.



                                      -3-
<PAGE>

         "Borrower" means First Industrial, L.P., along with its permitted
successors and assigns.

         "Borrowing Date" means a Business Day on which an Advance is made to
the Borrower.

         "Borrowing Notice" is defined in Section 2.10(a) hereof.

         "Business Day" means a day, other than a Saturday, Sunday or holiday,
on which banks are open for business in Chicago, Illinois and, where such term
is used in reference to the selection or determination of the Adjusted LIBOR
Rate, in London, England.

         "Capital Stock" means any and all shares, interests, participations or
other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person which is not a corporation
and any and all warrants or options to purchase any of the foregoing.

         "Cash Equivalents" shall mean (i) short-term obligations of, or fully
guaranteed by, the United States of America, (ii) commercial paper rated A-1 or
better by Standard and Poor's Corporation or P-1 or better by Moody's Investors
Service, Inc., or (iii) certificates of deposit issued by and time deposits with
commercial banks (whether domestic or foreign) having capital and surplus in
excess of $100,000,000; provided in each case that the same provides for payment
of both principal and interest (and not principal alone or interest alone) and
is not subject to any contingency regarding the payment of principal or
interest.

         "Code" means the Internal Revenue Code of 1986 as amended from time to
time, or any replacement or successor statute, and the regulations promulgated
thereunder from time to time.

         "Collateral Letter of Credit" means any irrevocable unconditional
Letter of Credit issued in the name of the Administrative Agent for the benefit
of the Lenders in form and substance satisfactory to the Administrative Agent
and drawn on a bank having a rating of at least AA by S&P and otherwise
satisfactory to the Administrative Agent.

         "Commitment" means the obligation of each Lender, subject to the terms
and conditions of this Agreement and in reliance upon the representations and
warranties herein, to make Advances not exceeding in the aggregate the amount
set forth in Exhibit A, or the amount stated in any subsequent amendment hereto.

         "Competitive Bid Borrowing Notice" is defined in Section 2.16(f).

         "Competitive Bid Lender" means a Lender which has a Competitive Bid
Loan outstanding.

         "Competitive Bid Loan" is a Loan made pursuant to Section 2.16 hereof.

         "Competitive Bid Note" means the promissory note payable to the order
of each Lender in the form attached hereto as Exhibit B-2 to be used to evidence
any Competitive Bid Loans which such Lender elects to make (collectively, the
"Competitive Bid Notes").



                                      -4-
<PAGE>

         "Competitive Bid Quote" means a response submitted by a Lender to the
Administrative Agent with respect to a Competitive Bid Quote Request in the form
attached as Exhibit C-3.

         "Competitive Bid Quote Request" means a written request from Borrower
to Administrative Agent in the form attached as Exhibit C-1.

         "Competitive LIBOR Margin" means, with respect to any Competitive Bid
Loan for a LIBOR Interest Period, the percentage established in the applicable
Competitive Bid Quote which is to be used to determine the interest rate
applicable to such Competitive Bid Loan.

         "Consolidated Operating Partnership" means the Borrower, the General
Partner and any other subsidiary partnerships or entities of either of them
which are required under GAAP to be consolidated with the Borrower and the
General Partner for financial reporting purposes.

         "Consolidated Secured Debt" means as of any date of determination, the
sum of (a) the aggregate principal amount of all Indebtedness of the
Consolidated Operating Partnership outstanding at such date which is secured by
a Lien on any asset or Capital Stock of Consolidated Operating Partnership,
including without limitation loans secured by mortgages, stock, or partnership
interests, but excluding Defeased REMIC Debt and (b) the amount by which the
aggregate principal amount of all Indebtedness of the Subsidiaries of the
Borrower or General Partner outstanding at such date exceeds $5,000,000, without
duplication of any Indebtedness included under clause (a).

         "Consolidated Senior Unsecured Debt" means as of any date of
determination, the aggregate principal amount of all Indebtedness of the
Consolidated Operating Partnership outstanding at such date other than (a)
Indebtedness which is contractually subordinated to the Indebtedness of the
Consolidated Operating Partnership under the Loan Documents on terms acceptable
to the Administrative Agent and (b) that portion of Consolidated Secured Debt
described in clause (a) of that definition.

         "Consolidated Total Indebtedness" means as of any date of
determination, all Indebtedness of the Consolidated Operating Partnership
outstanding at such date, determined on a consolidated basis in accordance with
GAAP, after eliminating intercompany items; provided that for purposes of
defining "Consolidated Total Indebtedness" the term "Indebtedness" shall not
include the short term debt (e.g. accounts payable, short term expenses) of
Borrower or General Partner or Defeased REMIC Debt.

         "Controlled Group" means all members of a controlled group of
corporations and all trades or businesses (whether or not incorporated) under
common control which, together with all or any of the entities in the
Consolidated Operating Partnership, are treated as a single employer under
Sections 414(b) or 414(c) of the Code.

         "Debt Service" means for any period, (a) Interest Expense for such
period plus (b) the aggregate amount of regularly scheduled principal payments
of Indebtedness (excluding optional prepayments and balloon principal payments
due on maturity in respect of any Indebtedness) required to be made during such
period by the Borrower, or any of its consolidated Subsidiaries



                                      -5-
<PAGE>

plus (c) a percentage of all such regularly scheduled principal payments
required to be made during such period by any Investment Affiliate on
Indebtedness (excluding optional prepayments and balloon principal payments due
on maturity in respect of any Indebtedness) taken into account in calculating
Interest Expense, equal to the greater of (x) the percentage of the principal
amount of such Indebtedness for which the Borrower or any consolidated
Subsidiary is liable and (y) the percentage ownership interest in such
Investment Affiliate held by the Borrower and any consolidated Subsidiaries, in
the aggregate, without duplication.

         "Default" means an event which, with notice or lapse of time or both,
would become an Event of Default.

         "Default Rate" means with respect to any Advance, a rate equal to the
interest rate applicable to such Advance plus three percent (3%) per annum.

         "Defaulting Lender" means any Lender which fails or refuses to perform
its obligations under this Agreement within the time period specified for
performance of such obligation, or, if no time frame is specified, if such
failure or refusal continues for a period of five Business Days after written
notice from the Administrative Agent; provided that if such Lender cures such
failure or refusal, such Lender shall cease to be a Defaulting Lender.

         "Defeased REMIC Debt" means that portion of Second REMIC Loan which has
already been defeased, and such portion or portions of the Second REMIC Loan
which may in the future be defeased, by depositing collateral in the form of
obligations supported by the credit of the United States government in such
amounts as are required and permitted under the terms of the Second REMIC Loan.

         "Designated Lender" means any Person who has been designated by a
Lender to fund Competitive Bid Loans pursuant to a Designation Agreement in the
form attached hereto as Exhibit K.

         "Dollars" and "$" mean United States Dollars.

         "EBITDA" means, with respect to any Person, income before extraordinary
items excluding any gains or losses from pay-off or retirement of debt and from
sales of assets (unless they are the result of Borrower's Integrated Industrial
Solutions activities, which primarily involve merchant development activities
and land sales, as reported by the Borrower so long as the amount included in
EBITDA from such activities does not exceed 20% of the total amount of EBITDA),
as reported by such Person and its Subsidiaries on a consolidated basis in
accordance with GAAP (reduced to eliminate any income from Investment Affiliates
of such Person, any interest income and, with respect to the Consolidated
Operating Partnership, any income from the assets used for Defeased REMIC Debt),
plus Interest Expense, depreciation, amortization and income tax (if any)
expense plus a percentage of such income (adjusted as described above) of any
such Investment Affiliate equal to the allocable economic interest in such
Investment Affiliate held by such Person and any Subsidiaries, in the aggregate
(provided that no item of income or expense shall be included more than once in
such calculation even if it falls within more than one of the foregoing
categories).



                                      -6-
<PAGE>

         "Effective Date" means each Borrowing Date and, if no Borrowing Date
has occurred in the preceding calendar month, the first Business Day of each
calendar month.

         "Environmental Laws" means any and all Federal, state, local or
municipal laws, rules, orders, regulations, statutes, ordinances, codes,
decrees, requirements of any Governmental Authority having jurisdiction over the
Borrower, its Subsidiaries or Investment Affiliates, or their respective assets,
and regulating or imposing liability or standards of conduct concerning
protection of human health or the environment, as now or may at any time
hereafter be in effect, in each case to the extent the foregoing are applicable
to the operations of the Borrower, any Investment Affiliate, or any Subsidiary
or any of their respective assets or Properties.

         "Equity Value" is defined in Section 10.10 hereof.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and regulations promulgated thereunder from time to time.

         "Event of Default" means any event set forth in Article X hereof.

         "Excluded Taxes" means, in the case of each Lender or applicable
Lending Installation and the Agent, taxes imposed on its overall net income, and
franchise taxes imposed on it, by (i) the jurisdiction under the laws of which
such Lender or the Agent is incorporated or organized or (ii) the jurisdiction
in which the Agent's or such Lender's principal executive office of such
Lender's applicable Lending Installation is located.

         "Existing Credit Agreement" means that certain Amended and Restated
Unsecured Revolving Credit Agreement dated as of June 30, 2000, as amended.

         "Exit Markets" means (i) Cleveland, Ohio, (ii) Columbus, Ohio, (iii)
Dayton, Ohio, (iv) Des Moines, Iowa, and (v) Grand Rapids, Michigan.

         "Extension Notice" is defined in Section 2.2 hereof.

         "Facility" means the unsecured revolving credit facility made available
pursuant to this Agreement.

         "Facility Fee" and "Facility Fee Rate" are defined in Section 2.7(b).

         "Facility Letter of Credit" means a Financial Letter of Credit or
Performance Letter of Credit issued hereunder.

         "Facility Letter of Credit Fee" is defined in Section 3.8.

         "Facility Letter of Credit Obligations" means, as at the time of
determination thereof, all liabilities, whether actual or contingent, of the
Borrower with respect to Facility Letters of Credit, including the sum of (a)
the Reimbursement Obligations and (b) the aggregate undrawn face amount of the
then outstanding Facility Letters of Credit.



                                      -7-
<PAGE>

         "Federal Funds Effective Rate" means, for any day, an interest rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 10 a.m. (Chicago
time) on such day on such transactions received by the Administrative Agent from
three Federal funds brokers of recognized standing selected by the
Administrative Agent in its sole discretion.

         "FIMC" means First Industrial Mortgage Corporation, a Delaware
corporation, and the sole general partner of the Mortgage Partnership. FIMC is a
wholly-owned subsidiary of the General Partner.

         "Financial Letter of Credit" means any standby Letter of Credit which
represents an irrevocable obligation to the beneficiary on the part of the
Issuing Bank (i) to repay money borrowed by or advanced to or for the account of
the account party or (ii) to make any payment on account of any indebtedness
undertaken by the account party, in the event the account party fails to fulfill
its obligation to the beneficiary.

         "Financing Partnership" means First Industrial Financing Partnership,
L.P., a Delaware limited partnership. Borrower and General Partner, either
directly or indirectly, collectively own 100% of the partnership interests of
the Financing Partnership.

         "Fitch" means Fitch, Inc.

         "Fund" means any Person (other than a natural person) that is (or will
be) engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its business.

         "Funded Percentage" means, with respect to any Lender at any time, a
percentage equal to a fraction the numerator of which is the amount of the
Aggregate Commitment actually disbursed and outstanding to Borrower by such
Lender at such time, and the denominator of which is the total amount of the
Aggregate Commitment disbursed and outstanding to Borrower by all of the Lenders
at such time.

         "Funds From Operations" for any period means GAAP net income, as
adjusted by (i) excluding gains and losses from property sales (unless they are
the result of Borrower's Integrated Industrial Solutions activities, which
primarily involve merchant development activities and land sales, as reported by
the Borrower), debt restructurings and property write-downs and adjusted for the
non-cash effect of straight-lining of rents, (ii) straight-lining various
ordinary operating expenses which are payable less frequently than monthly
(e.g., real estate taxes) and (iii) adding back depreciation, amortization and
all non-cash items. Annualized Funds From Operations for any Person will be
calculated by annualizing actual Funds From Operations for the most recently
ended fiscal quarter. In calculating Funds From Operations, no deduction shall
be made from net income for closing costs and other one-time charges associated
with the formation and capitalization of such Person.



                                      -8-
<PAGE>

         "GAAP" means generally accepted accounting principles in the United
States of America consistent with those utilized in preparing the audited
financial statements of the Borrower required hereunder.

         "General Partner" means First Industrial Realty Trust, Inc., a Maryland
corporation that is listed on the New York Stock Exchange and is qualified as a
real estate investment trust. General Partner is the sole general partner of
Borrower.

         "Governmental Authority" means any nation or government, any state or
other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

         "Gross Revenues" means total revenues, calculated in accordance with
GAAP.

         "Guarantee Obligation" means as to any Person (the "guaranteeing
person"), any obligation (determined without duplication) of (a) the
guaranteeing person or (b) another Person (including, without limitation, any
bank under any letter of credit) to induce the creation of which the
guaranteeing person has issued a reimbursement, counter indemnity or similar
obligation, in either case guaranteeing or in effect guaranteeing any
Indebtedness, leases, dividends or other obligations (the "primary obligations")
of any other third Person (the "primary obligor") in any manner, whether
directly or indirectly, including, without limitation, any obligation of the
guaranteeing person, whether or not contingent, (i) to purchase any such primary
obligation or any property constituting direct or indirect security therefor,
(ii) to advance or supply funds (1) for the purchase or payment of any such
primary obligation or (2) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency of the
primary obligor, (iii) to purchase property, securities or services primarily
for the purpose of assuring the owner of any such primary obligation of the
ability of the primary obligor to make payment of such primary obligation or
(iv) otherwise to assure or hold harmless the owner of any such primary
obligation against loss in respect thereof; provided, however, that the term
Guarantee Obligation shall not include endorsements of instruments for deposit
or collection in the ordinary course of business. The amount of any Guarantee
Obligation of any guaranteeing person shall be deemed to be the maximum stated
amount of the primary obligation relating to such Guarantee Obligation (or, if
less, the maximum stated liability set forth in the instrument embodying such
Guarantee Obligation), provided, that in the absence of any such stated amount
or stated liability, the amount of such Guarantee Obligation shall be such
guaranteeing person's maximum reasonably anticipated liability in respect
thereof as determined by the Borrower in good faith.

         "Guaranty" means the Guaranty executed by the General Partner in the
form attached hereto as Exhibit D.

         "Implied Capitalization Value" means for any Person for any quarter,
the sum of (i) the quotient of (x) the Adjusted EBITDA for such Person during
such quarter (which Adjusted EBITDA shall be annualized as described in the
definition of "Funds From Operations", but shall exclude any Adjusted EBITDA
attributable to Preleased Assets Under Development), and (y) 9.5%, plus (ii) an
amount equal to fifty percent (50%) of the value of all Preleased Assets



                                      -9-
<PAGE>

Under Development, provided that in no event shall the aggregate amount added to
Implied Capitalization Value pursuant to this clause (ii) exceed the lesser of
(A) five percent (5%) of the Implied Capitalization Value or (B) $100,000,000,
plus (iii) an amount equal to 100% of unrestricted cash and unrestricted cash
equivalents, including any cash on deposit with a qualified intermediary with
respect to a deferred tax-free exchange (and specifically excluding any cash or
cash equivalents being used to support Defeased REMIC Debt), plus (iv) an amount
equal to 100% of the then-current book value, determined in accordance with
GAAP, of all first mortgage receivables on income producing commercial
properties, provided that in no event shall the aggregate amount added to
Implied Capitalization Value pursuant to this clause (iv) exceed ten percent
(10%) of Implied Capitalization Value. For purposes of computing the Implied
Capitalization Value, (A) Adjusted EBITDA may be increased from quarter to
quarter by the amount of net cash flow from new leases of space at the
Properties approved by Administrative Agent (where such net cash flow has not
then been included in EBITDA) which have a minimum term of one year and (B)
Properties which either (i) were acquired during the quarter and/or (ii) were
previously assets under development under GAAP but which have been completed
during the quarter and have at least some tenants in possession of the
respective leased spaces and conducting business operations therein each will be
included in the calculation of Implied Capitalization Value using pro forma
EBITDA for the quarter, so long as a "new acquisition/opening summary" form is
submitted to, and approved by, Administrative Agent for each new acquisition or
newly-opened Property during such quarter.

         "Indebtedness" of any Person at any date means without duplication, (a)
all indebtedness of such Person for borrowed money, (b) all obligations of such
Person for the deferred purchase price of property or services (other than
current trade liabilities and other accounts payable, and accrued expenses
incurred in the ordinary course of business and payable in accordance with
customary practices), to the extent such obligations constitute indebtedness for
the purposes of GAAP, (c) any other indebtedness of such Person which is
evidenced by a note, bond, debenture or similar instrument, (d) all obligations
of such Person under financing leases and capital leases (e) all obligations of
such Person in respect of acceptances issued or created for the account of such
Person, (f) all Guarantee Obligations of such Person (excluding in any
calculation of consolidated Indebtedness of the Consolidated Operating
Partnership, Guarantee Obligations of any member of the Consolidated Operating
Partnership in respect of primary obligations of any other member of the
Consolidated Operating Partnership), (g) all reimbursement obligations of such
Person for letters of credit and other contingent liabilities, (h) Net
Mark-to-Market Exposure under Rate Management Transactions, (i) Rate Management
Obligations, (j) all liabilities secured by any lien (other than liens for taxes
not yet due and payable) on any property owned by such Person even though such
Person has not assumed or otherwise become liable for the payment thereof, (k)
any repurchase obligation or liability of such Person or any of its Subsidiaries
with respect to accounts or notes receivable sold by such Person or any of its
Subsidiaries, and (l) such Person's pro rata share of debt in Investment
Affiliates and any loans where such Person is liable as a general partner.

         "Insolvency" means insolvency as defined in the United States
Bankruptcy Code, as amended. "Insolvent" when used with respect to a Person,
shall refer to a Person who satisfies the definition of Insolvency.



                                      -10-
<PAGE>

         "Interest Expense" means all interest expense of the Consolidated
Operating Partnership determined in accordance with GAAP plus (i) capitalized
interest not covered by an interest reserve from a loan facility, plus (ii) the
allocable portion (based on liability) of any accrued or paid interest incurred
on any obligation for which the Consolidated Operating Partnership is wholly or
partially liable under repayment, interest carry, or performance guarantees, or
other relevant liabilities, plus (iii) the allocable percentage of any accrued
or paid interest incurred on any Indebtedness of any Investment Affiliate,
whether recourse or non-recourse, equal to the applicable economic interest in
such Investment Affiliate held by the Consolidated Operating Partnership, in the
aggregate, provided that no expense shall be included more than once in such
calculation even if it falls within more than one of the foregoing categories;
provided, however, that "Interest Expense" shall not include interest on the
Second REMIC Loan after it became Defeased REMIC Debt.

         "Interest Period" means either an Absolute Interest Period or a LIBOR
Interest Period.

         "Investment Affiliate" means any Person in which the Consolidated
Operating Partnership, directly or indirectly, has an ownership interest, whose
financial results are not consolidated under GAAP with the financial results of
the Consolidated Operating Partnership on the consolidated financial statements
of the Consolidated Operating Partnership.

         "Invitation for Competitive Bid Quotes" means a written notice to the
Lenders from the Administrative Agent with respect to a Competitive Bid Quote
Request in the form attached as Exhibit C-2 hereto.

         "Issuance Date" is defined in Section 3.4(a)(3).

         "Issuance Notice" is defined in Section 3.4(c).

         "Issuing Bank" means, with respect to each Facility Letter of Credit,
the Lender which issues such Facility Letter of Credit. Bank One shall be the
sole Issuing Bank.

         "Lenders" means, collectively, Bank One, and the other Persons
executing this Agreement in such capacity, or any Person which subsequently
executes and delivers any amendment hereto in such capacity and each of their
respective permitted successors and assigns. Where reference is made to "the
Lenders" in any Loan Document it shall be read to mean "all of the Lenders".

         "Lending Installation" means any U.S. office of any Lender authorized
to make loans similar to the Advances described herein.

         "Letter of Credit" of a Person means a letter of credit or similar
instrument which is issued upon the application of such Person or upon which
such Person is an account party or for which such Person is in any way liable.

         "Letter of Credit Collateral Account" is defined in Section 3.9.

         "Letter of Credit Request" is defined in Section 3.4(a).



                                      -11-
<PAGE>

         "LIBOR Advance" means an Advance that bears interest at the Adjusted
LIBOR Rate, whether a ratable Advance based on the LIBOR Applicable Margin or a
Competitive Bid Loan based on a Competitive LIBOR Margin.

         "LIBOR Applicable Margin" means, as of any date with respect to any
LIBOR Advance, the Applicable Margin in effect for such LIBOR Advance as
determined in accordance with Section 2.6 hereof.

         "LIBOR Interest Period" means, with respect to a LIBOR Advance, a
period of one, two, three or six months (to the extent that periods in excess of
three months are generally available from the Lenders), as selected in advance
by the Borrower.

         "Lien" means any mortgage, pledge, security interest, encumbrance, lien
or charge of any kind (including, without limitation, any conditional sale or
other title retention agreement or lease in the nature thereof, any filing or
agreement to file a financing statement as debtor under the Uniform Commercial
Code on any property leased to any Person under a lease which is not in the
nature of a conditional sale or title retention agreement, or any subordination
agreement in favor of another Person).

         "Loan" means, with respect to a Lender, such Lender's loan made
pursuant to Article II (or any conversion or continuation thereof).

         "Loan Documents" means this Agreement, the Notes, the Guaranty and any
and all other agreements or instruments required and/or provided to Lenders
hereunder or thereunder, as any of the foregoing may be amended from time to
time.

         "Market Value Net Worth" means at any time, the Implied Capitalization
Value of a Person at such time minus the Indebtedness of such Person at such
time.

         "Material Adverse Effect" means, with respect to any matter, that such
matter in the Required Lenders' good faith judgment may (x) materially and
adversely affect the business, properties, condition or results of operations of
the Consolidated Operating Partnership taken as a whole, or (y) constitute a
non-frivolous challenge to the validity or enforceability of any material
provision of any Loan Document against any obligor party thereto.

         "Material Adverse Financial Change" shall be deemed to have occurred if
the Required Lenders, in their good faith judgment, determine that a material
adverse financial change has occurred which could prevent timely repayment of
any Advance hereunder or materially impair Borrower's ability to perform its
obligations under any of the Loan Documents.

         "Materials of Environmental Concern" means any gasoline or petroleum
(including crude oil or any fraction thereof) or petroleum products or any
hazardous or toxic substances, materials or wastes, defined or regulated as such
in or under any Environmental Law, including, without limitation, asbestos,
radon, polychlorinated biphenyls and urea-formaldehyde insulation.

         "Maturity Date" means September 30, 2005, subject to extension pursuant
to the terms and conditions of Section 2.2 hereof or such earlier date on which
the principal balance of the



                                      -12-
<PAGE>

Facility and all other sums due in connection with the Facility shall be due as
a result of the acceleration of the Facility.

         "Monetary Default" means any Default involving Borrower's failure to
pay any of the Obligations when due.

         "Moody's" means Moody's Investors Service, Inc. and its successors.

         "Mortgage Partnership" means First Industrial Mortgage L.P., a Delaware
limited partnership. FIMC is the sole general partner of the Mortgage
Partnership and Borrower is the sole limited partner.

         "Net Mark-to-Market Exposure" of a Person means, as of any date of
determination, the excess (if any) of all unrealized losses over all unrealized
profits of such Person arising from Rate Management Transactions. "Unrealized
losses" means the fair market value of the cost to such Person of unwinding such
Rate Management Transaction as of the date of determination (assuming the Rate
Management Transaction were to be terminated as of that date), and "unrealized
profits" means the fair market value of the gain to such Person of unwinding
such Rate Management Transaction as of the date of determination (assuming such
Rate Management Transaction were to be terminated as of that date).

         "Note" means the promissory note payable to the order of each Lender in
the amount of such Lender's maximum Commitment in the form attached hereto as
Exhibit B-1 (collectively, the "Notes").

         "Obligations" means the Advances, the Facility Letter of Credit
Obligations and all accrued and unpaid fees and all other obligations of
Borrower to the Administrative Agent or any or all of the Lenders arising under
this Agreement or any of the other Loan Documents.

         "Other Taxes" has the meaning set forth in Section 4.5(ii).

         "Payment Date" means the last Business Day of each calendar quarter.

         "Participants" is defined in Section 13.2.1 hereof.

         "PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

         "Percentage" means, with respect to each Lender, the applicable
percentage of the then-current Aggregate Commitment represented by such Lender's
then-current Commitment.

         "Performance Letter of Credit" means any standby Letter of Credit which
represents an irrevocable obligation to the beneficiary on the part of the
Issuing Bank to make payment on account of any default by the account party in
the performance of a nonfinancial or commercial obligation.

         "Permitted Liens" are defined in Section 9.6 hereof.



                                      -13-
<PAGE>

         "Person" means an individual, a corporation, a limited or general
partnership, an association, a joint venture or any other entity or
organization, including a governmental or political subdivision or an agent or
instrumentality thereof.

         "Plan" means an employee benefit plan as defined in Section 3(3) of
ERISA, whether or not terminated, as to which the Borrower or any member of the
Controlled Group may have any liability.

         "Preleased Assets Under Development" means, as of any date of
determination, any Project which (i) is under construction and then treated as
an asset under development under GAAP, and (ii) has, as of such date, at least
fifty percent (50%) of its projected total rentable area leased at market rates
to third party tenants similar to those at Borrower's other properties, both
such land and improvements under construction to be valued for purposes of this
Agreement at then-current book value, as determined in accordance with GAAP;
provided, however, in no event shall Preleased Assets Under Development include
any Project for more than 365 days from the date such Project is initially so
designated under GAAP.

         "Presold Assets Under Development" means, as of any date of
determination, any Project (i) which is treated as an asset under development
under GAAP, (ii) which is located in the United States of America, and (iii)
which has been presold under a binding purchase and sale agreement with an
unaffiliated third party; provided, however, in no event shall any Project be
included in such category of "Presold Assets Under Development" for more than
three hundred sixty-five (365) days from the date such Project is initially so
designated under GAAP.

         "Prime Applicable Margin" means the Applicable Margin in effect for an
Adjusted Prime Rate Advance as determined in accordance with Section 2.6 hereof.

         "Prime Rate" means a rate per annum equal to the prime rate of interest
announced by Bank One or its parent from time to time (which is not necessarily
the lowest rate charged to any customer) changing when and as such prime rate
changes.

         "Project" means any real estate asset which is 100% owned by the
Borrower or by any Wholly-Owned Subsidiary and which is operated as an
industrial property.

         "Property" means each parcel of real property owned or operated by the
Borrower, any Subsidiary or Investment Affiliate.

         "Property Operating Income" means, with respect to any Property, for
any period, earnings from rental operations (computed in accordance with GAAP
but without deduction for reserves) attributable to such Property plus
depreciation, amortization and interest expense with respect to such Property
for such period, and, if such period is less than a year, adjusted by straight
lining various ordinary operating expenses which are payable less frequently
than once during every such period (e.g. real estate taxes and insurance). The
earnings from rental operations reported for the immediately preceding fiscal
quarter shall be adjusted to include pro forma earnings (as substantiated to the
satisfaction of the Administrative Agent) for an entire



                                      -14-
<PAGE>

quarter for any Property acquired or placed in service during such fiscal
quarter and to exclude earnings during such quarter from any property not owned
as of the end of the quarter.

         "Purchasers" is defined in Section 13.3.1 hereof.

         "Purpose Credit" has the meaning ascribed to it in Regulation U of the
Board of Governors of the Federal Reserve System.

         "Qualified Officer" means, with respect to any entity, the chief
financial officer, chief accounting officer or controller of such entity if it
is a corporation or of such entity's general partner if it is a partnership.

         "Rate Management Transaction" means any transaction (including an
agreement with respect thereto) now existing or hereafter entered by the
Borrower which is a rate swap, basis swap, forward rate transaction, commodity
swap, commodity option, equity or equity index swap, equity or equity index
option, interest rate option, foreign exchange transaction, cap transaction,
floor transaction, collar transaction, forward transaction, currency swap
transaction, cross-currency rate swap transaction, currency option or any other
similar transaction (including any option with respect to any of these
transactions) or any combination thereof, whether linked to one or more interest
rates, foreign currencies, commodity prices, equity prices or other financial
measures.

         "Rate Management Obligations" of a Person means any and all obligations
of such Person, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under (i) any and all Rate
Management Transactions, and (ii) any and all cancellations, buy backs,
reversals, terminations or assignments of any Rate Management Transactions.

         "Rate Option" means the Adjusted Prime Rate, the Adjusted LIBOR Rate or
the Absolute Rate (only as applicable to Competitive Bid Loans). The Rate Option
in effect on any date shall always be the Adjusted Prime Rate unless the
Borrower has properly selected the Adjusted LIBOR Rate pursuant to Section 2.10
hereof or a Competitive Bid Loan pursuant to Section 2.16 hereof.

         "Rating Period" means any period during the term of the Facility during
which the Borrower's or General Partner's long-term, senior unsecured debt has
been rated by at least two of S&P, Moody's, and Fitch and the lower of the
highest two ratings is at least BBB- (S&P) or Baa3 (Moody's) or an equivalent
rating from Fitch.

         "Regulation D" means Regulation D of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to
reserve requirements applicable to member banks of the Federal Reserve System.

         "Reimbursement Obligations" means at any time, the aggregate of the
Obligations of the Borrower to the Lenders, the Issuing Bank and the
Administrative Agent in respect of all



                                      -15-
<PAGE>

unreimbursed payments or disbursements made by the Lenders, the Issuing Bank and
the Administrative Agent under or in respect of the Facility Letters of Credit.

         "REMIC Lender" means Nomura Asset Capital Corporation or any successor
thereto.

         "Reportable Event" means a reportable event as defined in Section 4043
of ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC by regulation waived the
requirement of Section 4043(a) of ERISA that it be notified within 30 days of
the occurrence of such event, provided that a failure to meet the minimum
funding standard of Section 412 of the Code and of Section 302 of ERISA shall be
a Reportable Event regardless of the issuance of any such waivers in accordance
with either Section 4043(a) of ERISA or Section 412(d) of the Code.

         "Required Lenders" means Lenders in the aggregate having at least 66
2/3% of the Aggregate Commitment or, if the Aggregate Commitment has been
terminated, Lenders in the aggregate holding at least 66 2/3% of the aggregate
unpaid principal amount of the outstanding Advances.

         "Reserve Requirement" means, with respect to a LIBOR Interest Period,
the maximum aggregate reserve requirement (including all basic, supplemental,
marginal and other reserves) which is imposed under Regulation D on Eurocurrency
liabilities.

         "S&P" means Standard & Poor's Ratings Group and its successors.

         "Second REMIC Loan" means the up to $42,600,000 mortgage loan made by
REMIC Lender to Mortgage Partnership pursuant to the terms of a Loan Agreement
dated as of December 29, 1995 (the "Second REMIC Loan Agreement") of which only
$40,200,000 was actually funded.

         "Senior Preferred Stock" means for any Person, any preferred stock
issued by such Person which is not typical preferred stock but instead is both
(i) redeemable by the holders thereof on any fixed date or upon the occurrence
of any event and (ii) as to payment of dividends or amounts on liquidation,
either guaranteed by any direct or indirect subsidiary of such Person or secured
by any property of such Person or any direct or indirect subsidiary of such
Person.

         "Subsidiary" means as to any Person, a corporation, partnership or
other entity of which shares of stock or other ownership interests having
ordinary voting power (other than stock or such other ownership interests having
such power only by reason of the happening of a contingency) to elect a majority
of the board of directors or other managers of such corporation, partnership or
other entity are at the time owned, or the management of which is otherwise
controlled, directly or indirectly through one or more intermediaries, or both,
by such Person, and provided such corporation, partnership or other entity is
consolidated with such Person for financial reporting purposes under GAAP.

         "Swingline Advances" means, as of any date, collectively, all Swingline
Loans then outstanding under this Facility.



                                      -16-
<PAGE>

         "Swingline Commitment" means the obligation of the Swingline Lender to
make Swingline Loans not exceeding $30,000,000.

         "Swingline Lender" shall mean Bank One, in its capacity as a Lender.

         "Swingline Loan" means a Loan made by the Swingline Lender under the
special availability provisions described in Sections 2.15 hereof.

         "Taxes" means any and all present or future taxes, duties, levies,
imposts, deductions, charges or withholdings, and any and all liabilities with
respect to the foregoing, but excluding Excluded Taxes and Other Taxes.

         "Total Liabilities" means all Indebtedness plus all other GAAP
liabilities of the Borrower and its Subsidiaries.

         "Transferee" is defined in Section 13.4 hereof.

         "Unencumbered Asset" means any Project which as of any date of
determination, (a) is not subject to any Liens other than Permitted Liens set
forth in Sections 9.6(i) through 9.6(v), (b) is not subject to any agreement
(including any agreement governing Indebtedness incurred in order to finance or
refinance the acquisition of such asset) which prohibits or limits the ability
of the Borrower, or its Wholly-Owned Subsidiaries, as the case may be, to
create, incur, assume or suffer to exist any Lien upon any assets or Capital
Stock of the Borrower, or any of its Wholly-Owned Subsidiaries, (c) is not
subject to any agreement (including any agreement governing Indebtedness
incurred in order to finance or refinance the acquisition of such asset) which
entitles any Person to the benefit of any Lien (but not subject to any Liens
other than Permitted Liens set forth in Sections 9.6(i) through 9.6(v) on any
assets or Capital Stock of the Borrower or any of its Wholly-Owned Subsidiaries
or would entitle any Person to the benefit of any Lien (but excluding the
Permitted Liens set forth in Sections 9.6(i) through 9.6(v) on such assets or
Capital Stock upon the occurrence of any contingency (including, without
limitation, pursuant to an "equal and ratable" clause), (d) is not the subject
of any material architectural/engineering issue, as evidenced by a certification
of Borrower, and (e) is materially compliant with the representations and
warranties in Article VI below. Notwithstanding the foregoing, if any Project is
a "Superfund" site under federal law or a site identified in writing by the
jurisdiction in which such Project is located as having significant
environmental contamination under applicable state law, Borrower shall so advise
the Lenders in writing and the Required Lenders shall have the right to request
from Borrower a current detailed environmental assessment (or one which is not
more than two years old for Unencumbered Assets owned as of the Agreement
Execution Date), and, if applicable, a written estimate of any remediation costs
from a recognized environmental contractor and to exclude any such Project from
Unencumbered Assets at their election. No Project of a Wholly-Owned Subsidiary
shall be deemed to be unencumbered unless both such Project and all Capital
Stock of such Wholly-Owned Subsidiary is unencumbered and neither such
Wholly-Owned Subsidiary nor any other intervening Wholly-Owned Subsidiary
between the Borrower and such Wholly-Owned Subsidiary has any Indebtedness for
borrowed money (other than Indebtedness due to the Borrower).



                                      -17-
<PAGE>

         "Unimproved Land" means land which constitutes a single tax parcel or
separately platted lot and on which construction of an industrial building has
not commenced.

         "Value of Unencumbered Assets" means, as of any date, the sum of (a)
the value of all Unencumbered Assets that are not assets under development under
GAAP (determined in the manner set forth below), plus (b) any cash on deposit
with a qualified intermediary with respect to a deferred tax-free exchange plus
(c) 100% of the then current book value of each Preleased Asset Under
Development that is also (i) an Unencumbered Asset and (ii) 100% leased at
market rates to third party tenants similar to those at Borrower's other
Projects, plus (d) 100% of the then current book value of each Presold Asset
Under Development that constitutes an Unencumbered Asset, plus (e) 50% of the
then current book value of each other asset under development under GAAP that
constitutes an Unencumbered Asset provided that the aggregate amount added to
Value of Unencumbered Assets from the items forth in clauses (b), (c), (d) and
(e) shall not exceed 10% of the total Value of Unencumbered Assets. Unencumbered
Assets that are not assets under development under GAAP shall be valued by
dividing the Property Operating Income for such Project for a calculation period
which shall be either the immediately preceding full fiscal quarter or, if so
requested by Borrower or the Administrative Agent, the then current partial
fiscal quarter (as annualized) by 9.5%. If a Project has been acquired during
such calculation period then Borrower shall be entitled to include pro forma
Property Operating Income from such property for the entire calculation period
in the foregoing calculation, except for purposes of the financial covenant
comparing the Property Operating Income from Unencumbered Assets during a
quarter to Debt Service for such quarter. If a Project is no longer owned as of
the date of calculation, then no value shall be included based on capitalizing
Property Operating Income from such Project, except for purposes of such
financial covenant comparing the Property Operating Income from Unencumbered
Assets during a quarter to Debt Service for such quarter.

         "Wholly-Owned Subsidiary" means a member of the Consolidated Operating
Partnership 100% of the ownership interests in which are owned, directly or
indirectly, by the Borrower and the General Partner in the aggregate.

         The foregoing definitions shall be equally applicable to both the
singular and the plural forms of the defined terms.

         1.2 Financial Standards. All financial computations required of a
Person under this Agreement shall be made, and all financial information
required under this Agreement shall be prepared, in accordance with GAAP, except
that if any Person's financial statements are not audited, such Person's
financial statements shall be prepared in accordance with the same sound
accounting principles utilized in connection with the financial information
submitted to Lenders with respect to the Borrower or the General Partner or the
Properties in connection with this Agreement and shall be certified by an
authorized representative of such Person.



                                      -18-
<PAGE>

                                   Article II.

                                  THE FACILITY

         2.1 The Facility.

                  (a) Subject to the terms and conditions of this Agreement and
         in reliance upon the representations and warranties of Borrower and
         General Partner contained herein, Lenders agree, severally and not
         jointly, to make Advances through the Administrative Agent to Borrower
         from time to time prior to the Maturity Date, provided that the making
         of any such Advance will not cause the then Allocated Facility Amount
         to exceed the then-current Aggregate Commitment. The Advances may be
         ratable Adjusted Prime Rate Advances, ratable LIBOR Advances, non-pro
         rata Swingline Loans or non-pro rata Competitive Bid Loans. Except as
         provided in Sections 2.15 and 2.16 hereof, each Lender shall fund its
         Percentage of each such Advance and no Lender will be required to fund
         any amounts which when aggregated with such Lender's Percentage of (i)
         all other Advances (other than Competitive Bid Loans) then outstanding,
         (ii) all Swingline Advances and (iii) all Facility Letter of Credit
         Obligations would exceed such Lender's then-current Commitment. This
         facility ("Facility") is a revolving credit facility and, subject to
         the provisions of this Agreement, Borrower may request Advances
         hereunder, repay such Advances and reborrow Advances at any time prior
         to the Maturity Date.

                  (b) The Facility created by this Agreement, and that
         Commitment of each Lender to lend hereunder, shall terminate on the
         Maturity Date, unless sooner terminated in accordance with the terms of
         this Agreement.

                  (c) In no event shall the Aggregate Commitment exceed Four
         Hundred Million Dollars ($400,000,000).

         2.2 Principal Payments and Extension Option. Any outstanding Advances
(other than Competitive Bid Loans) and all other unpaid Obligations shall be
paid in full by the Borrower on the Maturity Date. Each Competitive Bid Loan
shall be paid in full on the last day of the applicable Interest Period as
described in Section 2.16 below. The Maturity Date can be extended for extension
periods of one year each upon notice to the Administrative Agent not later than
the date which is two years prior to the Maturity Date with respect to the first
such extension of the Maturity Date and not later than each anniversary of such
date thereafter for each subsequent extension of the Maturity Date (each an
"Extension Notice"), if (i) no Default has occurred and is continuing at the
time of such notice and at the time of the then applicable Maturity Date, (ii)
all of the Lenders agree to such extension, (iii) all prior extensions have been
elected by the Borrower and accepted by the Lenders, and (iv) the Borrower pays,
on the first business day of such extension period, an extension fee to the
Administrative Agent for the account of each Lender equal to (i) if such Lender
was a party to this Agreement as of the Agreement Execution Date, one-half (1/2)
of the upfront fee (expressed as a percentage) paid to such Lender pursuant to
the amount of such Lender's Commitment on that date, as applied to the
Commitment of such Lender that will be in effect during such extension or (ii)
if such Lender first became a Lender after the Agreement Execution Date,
one-half (1/2) of the upfront fee that



                                      -19-
<PAGE>

would have been paid to such Lender pursuant to such Lender's Commitment if such
Lender had been a party to this Agreement as of the Agreement Execution Date and
had committed to and been allocated a Commitment equal to the Commitment of such
Lender that will be in effect during such extension. If the Borrower gives an
Extension Notice to the Administrative Agent, the Administrative Agent shall
notify the Lenders within 10 days of receipt of such request. The Lenders shall
have 30 days after receipt by each such Lender of an Extension Notice to notify
Administrative Agent as to whether they accept or reject such extension request
and Administrative Agent shall notify Borrower and the Lenders promptly
thereafter of the acceptance or rejection of the Lenders of Borrower's request
to extend the Maturity Date. Any Lender not responding shall be deemed to have
rejected the extension request. If the foregoing conditions are satisfied other
than the condition requiring the consent of all Lenders, then Borrower shall
have the right to replace any Lender that does not agree to the extension
provided that Borrower notifies such Lender that it has elected to replace such
Lender and notifies such Lender and the Administrative Agent of the identity of
the proposed replacement Lender no later than the date six (6) months after the
date of the applicable Extension Notice. The Lender being replaced shall assign
its Percentage of the Aggregate Commitment and its rights and obligations under
this Facility to the replacement Lender in accordance with the requirements of
Section 13.3 hereof and the replacement Lender shall assume such Percentage of
the Aggregate Commitment and the related obligations under this Facility prior
to the Maturity Date to be extended, all pursuant to an assignment and
assumption agreement substantially in the form of Exhibit J hereto. The purchase
by the replacement Lender shall be at par (plus all accrued and unpaid interest
and any other sums owed to such Lender being replaced hereunder) which shall be
paid to the Lender being replaced upon the execution and delivery of the
assignment.

         2.3 Requests for Advances; Responsibility for Advances. Ratable
Advances shall be made available to Borrower by Administrative Agent in
accordance with Section 2.1(a) and Section 2.10(a) hereof. The obligation of
each Lender to fund its Percentage of each ratable Advance shall be several and
not joint.

         2.4 Evidence of Credit Extensions. The Advances of each Lender
outstanding at any time (other than Competitive Bid Loans) shall be evidenced by
the Notes. Each Note executed by the Borrower shall be in a maximum principal
amount equal to each Lender's Percentage of the current Aggregate Commitment.
Each Lender shall record Advances and principal payments thereof on the schedule
attached to its Note or, at its option, in its records, and each Lender's record
thereof shall be conclusive absent Borrower furnishing to such Lender conclusive
and irrefutable evidence of an error made by such Lender with respect to that
Lender's records. Notwithstanding the foregoing, the failure to make, or an
error in making, a notation with respect to any Advance shall not limit or
otherwise affect the obligations of Borrower hereunder or under the Notes to pay
the amount actually owed by Borrower to Lenders.

         2.5 Ratable and Non-Pro Rata Loans. Each Advance hereunder shall
consist of Loans made from the several Lenders ratably in proportion to their
Percentages, except for Swingline Loans which shall be made by the Swingline
Lender in accordance with Section 2.15 and Competitive Bid Loans which may be
made on a non-pro rata basis by one or more of the Lenders in accordance with
Section 2.16. The ratable Advances may be Adjusted Prime Rate



                                      -20-
<PAGE>

Advances, LIBOR Advances or a combination thereof, selected by the Borrower in
accordance with Sections 2.9 and 2.10.

         2.6 Applicable Margins. The Prime Applicable Margin and the LIBOR
Applicable Margin to be used in calculating the interest rate applicable to
different types of Advances shall vary from time to time in accordance with the
ratings for Borrower's or General Partner's long-term, senior unsecured debt as
follows:

Rating Period:

<Table>
<Caption>
                                                                                                   Prime
     Rating Level of Lower of Two               LIBOR                                            Applicable
           Highest Ratings*                Applicable Margin           Facility Fee                Margin
     ----------------------------          -----------------           ------------              ----------
<S>                                        <C>                        <C>                        <C>
                 A-/A3                            0.55%                     0.15%                      0
               BBB+/Baa1                          0.60%                     0.20%                      0
               BBB/Baa2                           0.70%                     0.20%                      0
               BBB-/Baa3                          0.90%                     0.25%                      0
          Below BBB- or Baa3                      1.20%                     0.30%                   0.20%
</Table>

*        The letter categories used above are established by reference to S&P
         and Moody's categories, respectively. At least one of S&P or Moody's
         ratings must always be included in the two ratings used.

         All margins and fees change as and when the applicable rating level
changes. In the event an agency issues different ratings for the Borrower and
the General Partner, then the higher rating of the two entities shall be deemed
to be the rating from such agency.

         2.7 Other Fees.

                  (a) The Borrower shall pay the fee due to the Administrative
         Agent in connection with Competitive Bid Loans as described in Section
         2.16. The Borrower agrees to pay all other fees payable to the
         Administrative Agent and Banc One Capital Markets, Inc. pursuant to the
         Borrower's prior letter agreements with them.

                  (b) The Borrower shall pay a fee ("Facility Fee") to the
         Administrative Agent for the account of the Lenders equal to the
         applicable Facility Fee Rate in effect from time to time, as shown in
         Section 2.6 hereof, times the then Aggregate Commitment, to be shared
         among the Lenders based on their respective Percentages. The Facility
         Fee shall be paid quarterly in arrears.

         2.8 Minimum Amount of Each Advance. Each LIBOR Advance shall be in the
minimum amount of $2,000,000 (and in multiples of $100,000 if in excess
thereof), and each Adjusted Prime Rate Advance shall be in the minimum amount of
$1,000,000 (and in multiples of $100,000 if in excess thereof), provided,
however, that any Adjusted Prime Rate Advance may be in the amount of the unused
Aggregate Commitment.



                                      -21-
<PAGE>

         2.9 Interest.

                  (a) The outstanding principal balance under the Notes shall
         bear interest from time to time at a rate per annum equal to:

                           (i) the Adjusted Prime Rate; or

                           (ii) at the election of Borrower with respect to all
                  or portions of the Obligations, the Adjusted LIBOR Rate.

                  (b) All interest shall be calculated for actual days elapsed
         on the basis of a 360-day year. Interest accrued on each Advance shall
         be payable on the first day of each calendar month in arrears from time
         to time while such Advance is outstanding and on the Maturity Date or
         the effective date of any termination in full of the Aggregate
         Commitment under Section 2.17. Interest shall not be payable for the
         day of any payment on the amount paid if payment is received by
         Administrative Agent prior to noon (Chicago time). If any payment of
         principal or interest under the Notes shall become due on a day that is
         not a Business Day, such payment shall be made on the next succeeding
         Business Day and, in the case of a payment of principal, such extension
         of time shall be included in computing interest due in connection with
         such payment; provided that for purposes of Section 10.1 hereof, any
         payments of principal described in this sentence shall be considered to
         be "due" on such next succeeding Business Day.

         2.10 Selection of Rate Options and LIBOR Interest Periods.

                  (a) Borrower, from time to time, may select the Rate Option
         and, in the case of each LIBOR Advance, the commencement date (which
         shall be a Business Day) and the length of the LIBOR Interest Period
         applicable to each LIBOR Advance. Borrower shall give Administrative
         Agent irrevocable notice (a "Borrowing Notice" not later than 11:00
         a.m. (Chicago time) (i) at least one Business Day prior to an Adjusted
         Prime Rate Advance, (ii) at least three (3) Business Days prior to a
         ratable LIBOR Advance, and (iii) not later than 11:00 a.m. (Chicago
         time) on the Borrowing Date for each Swingline Loan, specifying:

                           (i) the Borrowing Date, which shall be a Business
                  Day, of such Advance,

                           (ii) the aggregate amount of such Advance,

                           (iii) the type of Advance selected, and

                           (iv) in the case of each LIBOR Advance, the LIBOR
                  Interest Period applicable thereto.

         The Borrower shall also deliver together with each Borrowing Notice the
compliance certificate required in Section 5.2 and otherwise comply with the
conditions set forth in Section 5.2 for Advances. Administrative Agent shall
provide each Lender by facsimile with a



                                      -22-
<PAGE>

copy of each Borrowing Notice and compliance certificate on the same Business
Day it is received.

         Not later than noon (Chicago time) on each Borrowing Date, each Lender
shall make available its Loan or Loans, in funds immediately available in
Chicago to the Administrative Agent. Administrative Agent will promptly make the
funds so received from the Lenders available to the Borrower.

                  (b) Administrative Agent shall, as soon as practicable after
         receipt of a Borrowing Notice, determine the Adjusted LIBOR Rate
         applicable to the requested ratable LIBOR Advance and inform Borrower
         and Lenders of the same. Each determination of the Adjusted LIBOR Rate
         by Administrative Agent shall be conclusive and binding upon Borrower
         in the absence of manifest error.

                  (c) If Borrower shall prepay a LIBOR Advance other than on the
         last day of the LIBOR Interest Period applicable thereto, Borrower
         shall be responsible to pay all amounts due to Lenders as required by
         Section 4.4 hereof. The Lenders shall not be obligated to match fund
         their LIBOR Advances.

                  (d) As of the end of each LIBOR Interest Period selected for a
         ratable LIBOR Advance, the interest rate on the LIBOR Advance will
         become the Adjusted Prime Rate, unless Borrower has once again selected
         a LIBOR Interest Period in accordance with the timing and procedures
         set forth in Section 2.10(g).

                  (e) The right of Borrower to select the Adjusted LIBOR Rate
         for an Advance pursuant to this Agreement is subject to the
         availability to Lenders of a similar option. If Administrative Agent
         determines that (i) deposits of Dollars in an amount approximately
         equal to the LIBOR Advance for which the Borrower wishes to select the
         Adjusted LIBOR Rate are not generally available at such time in the
         London interbank eurodollar market, or (ii) the rate at which the
         deposits described in subsection (i) herein are being offered will not
         adequately and fairly reflect the costs to Lenders of maintaining an
         Adjusted LIBOR Rate on an Advance or of funding the same in such market
         for such LIBOR Interest Period, or (iii) reasonable means do not exist
         for determining an Adjusted LIBOR Rate, or (iv) the Adjusted LIBOR Rate
         would be in excess of the maximum interest rate which Borrower may by
         law pay, then in any of such events, Administrative Agent shall so
         notify Borrower and Lenders and such Advance shall bear interest at the
         Adjusted Prime Rate.

                  (f) In no event may Borrower elect a LIBOR Interest Period
         which would extend beyond the Maturity Date. Unless Lenders agree
         thereto, in no event may Borrower have more than ten (10) different
         LIBOR Interest Periods for LIBOR Advances outstanding at any one time.



                                      -23-
<PAGE>

                  (g) Conversion and Continuation.

                           (i) Borrower may elect from time to time, subject to
                  the other provisions of this Section 2.10, to convert all or
                  any part of a ratable Advance into any other type of Advance;
                  provided that any conversion of a ratable LIBOR Advance shall
                  be made on, and only on, the last day of the LIBOR Interest
                  Period applicable thereto.

                           (ii) Adjusted Prime Rate Advances shall continue as
                  Adjusted Prime Rate Advances unless and until such Adjusted
                  Prime Rate Advances are converted into ratable LIBOR Advances
                  pursuant to a Conversion/Continuation Notice from Borrower in
                  accordance with Section 2.10(g)(iv). Ratable LIBOR Advances
                  shall continue until the end of the then applicable LIBOR
                  Interest Period therefor, at which time each such Advance
                  shall be automatically converted into an Adjusted Prime Rate
                  Advance unless the Borrower shall have given the
                  Administrative Agent a Conversion/Continuation Notice in
                  accordance with Section 2.10(g)(iv) requesting that, at the
                  end of such LIBOR Interest Period, such Advance either
                  continue as an Advance of such type for the same or another
                  LIBOR Interest Period.

                           (iii) Notwithstanding anything to the contrary
                  contained in Sections 2.10(g)(i) or (g)(ii), no Advance may be
                  converted into a LIBOR Advance or continued as a LIBOR Advance
                  (except with the consent of the Required Lenders) when any
                  Monetary Default or Event of Default has occurred and is
                  continuing.

                           (iv) The Borrower shall give the Administrative Agent
                  irrevocable notice (a "Conversion/Continuation Notice") of
                  each conversion of an Advance or continuation of a LIBOR
                  Advance not later than 11:00 a.m. (Chicago time) on the
                  Business Day immediately preceding the date of the requested
                  conversion, in the case of a conversion into an Adjusted Prime
                  Rate Advance, or 11:00 a.m. (Chicago time) at least three (3)
                  Business Days prior to the date of the requested conversion or
                  continuation, in the case of a conversion into or continuation
                  of a ratable LIBOR Advance, specifying: (1) the requested date
                  (which shall be a Business Day) of such conversion or
                  continuation; (2) the amount and type of the Advance to be
                  converted or continued; and (3) the amounts and type(s) of
                  Advance(s) into which such Advance is to be converted or
                  continued and, in the case of a conversion into or
                  continuation of a ratable LIBOR Advance, the duration of the
                  LIBOR Interest Period applicable thereto.

         2.11 Method of Payment. All payments of the Obligations hereunder shall
be made, without set-off, deduction, or counterclaim, in immediately available
funds to Administrative Agent at Administrative Agent's address specified
herein, or at any other Lending Installation of Administrative Agent specified
in writing by Administrative Agent to Borrower, by noon (local time) on the date
when due and shall be applied ratably by Administrative Agent among Lenders.
Each payment delivered to Administrative Agent for the account of any Lender
shall be delivered promptly by Administrative Agent to such Lender in the same
type of funds that Administrative Agent received at its address specified herein
or at any Lending Installation



                                      -24-
<PAGE>

specified in a notice received by Administrative Agent from such Lender.
Administrative Agent is hereby authorized to charge the account of Borrower
maintained with Bank One for each payment of principal, interest and fees as it
becomes due hereunder.

         2.12 Default. Notwithstanding the foregoing, during the continuance of
a Monetary Default or an Event of Default, Borrower shall not have the right to
request a LIBOR Advance, request a Competitive Bid Loan, select a new LIBOR
Interest Period for an existing ratable LIBOR Advance or convert any Adjusted
Prime Rate Advance to a ratable LIBOR Advance. During the continuance of a
Monetary Default or an Event of Default, at the election of the Required
Lenders, by notice to Borrower, outstanding Advances shall bear interest at the
applicable Default Rates until such Monetary Default or Event of Default ceases
to exist or the Obligations are paid in full.

         2.13 Lending Installations. Each Lender may book its Advances at any
Lending Installation selected by such Lender and may change its Lending
Installation from time to time. All terms of this Agreement shall apply to any
such Lending Installation and the Notes shall be deemed held by each Lender for
the benefit of such Lending Installation. Each Lender may, by written or telex
notice to the Administrative Agent and Borrower, designate a Lending
Installation through which Advances will be made by it and for whose account
payments are to be made.

         2.14 Non-Receipt of Funds by Administrative Agent. Unless Borrower or a
Lender, as the case may be, notifies Administrative Agent prior to the date on
which it is scheduled to make payment to Administrative Agent of (i) in the case
of a Lender, an Advance, or (ii) in the case of Borrower, a payment of
principal, interest or fees to the Administrative Agent for the account of the
Lenders, that it does not intend to make such payment, Administrative Agent may
assume that such payment has been made. Administrative Agent may, but shall not
be obligated to, make the amount of such payment available to the intended
recipient in reliance upon such assumption. If such Lender or Borrower, as the
case may be, has not in fact made such payment to Administrative Agent, the
recipient of such payment shall, on demand by Administrative Agent, repay to
Administrative Agent the amount so made available together with interest thereon
in respect of each day during the period commencing on the date such amount was
so made available by Administrative Agent until the date Administrative Agent
recovers such amount at a rate per annum equal to (i) in the case of payment by
a Lender, the Federal Funds Effective Rate (as determined by Administrative
Agent) for such day or (ii) in the case of payment by Borrower, the interest
rate applicable to the relevant Advance.

         2.15 Swingline Loans. In addition to the other options available to
Borrower hereunder, the Swingline Commitment shall be available for Swingline
Loans subject to the following terms and conditions. Swingline Loans shall be
made available for same day borrowings provided that notice is given in
accordance with Section 2.10 hereof. All Swingline Loans shall bear interest at
the Adjusted Prime Rate and shall be deemed to be Adjusted Prime Rate Advances.
In no event shall the Swingline Lender be required to fund a Swingline Loan if
it would increase the total aggregate outstanding Loans by Swingline Lender
hereunder plus its Percentage of Facility Letter of Credit Obligations to an
amount in excess of its Commitment. Upon request of the Swingline Lender made to
all the Lenders, each Lender irrevocably agrees to



                                      -25-
<PAGE>

purchase its Percentage of any Swingline Loan made by the Swingline Lender
regardless of whether the conditions for disbursement are satisfied at the time
of such purchase, including the existence of an Event of Default hereunder
provided that such Event of Default did not exist at the time the Swingline Loan
was made and provided further that no Lender shall be required to have total
outstanding Loans (other than Competitive Bid Loans) plus its Percentage of
Facility Letters of Credit to be in an amount greater than its Commitment. Such
purchase shall take place on the date of the request by Swingline Lender so long
as such request is made by noon (Chicago time), otherwise on the Business Day
following such request. All requests for purchase shall be in writing. From and
after the date it is so purchased, each such Swingline Loan shall, to the extent
purchased, (i) be treated as a Loan made by the purchasing Lenders and not by
the selling Lender for all purposes under this Agreement and the payment of the
purchase price by a Lender shall be deemed to be the making of a Loan by such
Lender and shall constitute outstanding principal under such Lender's Note, and
(ii) shall no longer be considered a Swingline Loan except that all interest
accruing on or attributable to such Swingline Loan for the period prior to the
date of such purchase shall be paid when due by the Borrower to the
Administrative Agent for the benefit of the Swingline Lender and all such
amounts accruing on or attributable to such Loans for the period from and after
the date of such purchase shall be paid when due by the Borrower to the
Administrative Agent for the benefit of the purchasing Lenders. If prior to
purchasing its Percentage of a Swingline Loan one of the events described in
Section 10.10 shall have occurred and such event prevents the consummation of
the purchase contemplated by preceding provisions, each Lender will purchase an
undivided participating interest in the outstanding Swingline Loan in an amount
equal to its Percentage of such Swingline Loan. From and after the date of each
Lender's purchase of its participating interest in a Swingline Loan, if the
Swingline Lender receives any payment on account thereof, the Swingline Lender
will distribute to such Lender its participating interest in such amount
(appropriately adjusted, in the case of interest payments, to reflect the period
of time during which such Lender's participating interest was outstanding and
funded); provided, however, that in the event that such payment was received by
the Swingline Lender and is required to be returned to the Borrower, each Lender
will return to the Swingline Lender any portion thereof previously distributed
by the Swingline Lender to it. If any Lender fails to so purchase its Percentage
of any Swingline Loan, such Lender shall be deemed to be a Defaulting Lender
hereunder. No Swingline Loan shall be outstanding for more than five (5) days at
a time and Swingline Loans shall not be outstanding for more than a total of ten
(10) days during any month.



                                      -26-
<PAGE>

         2.16 Competitive Bid Loans.

                  (a) Competitive Bid Option. In addition to ratable Advances
         pursuant to Section 2.5, but subject to the terms and conditions of
         this Agreement (including, without limitation the limitation set forth
         in Section 2.1(a) as to the maximum Allocated Facility Amount), the
         Borrower may, as set forth in this Section 2.16, but only during a
         Rating Period, request the Lenders, prior to the Maturity Date, to make
         offers to make Competitive Bid Loans to the Borrower. Each Lender may,
         but shall have no obligation to, make such offers and the Borrower may,
         but shall have no obligation to, accept any such offers in the manner
         set forth in this Section 2.16. Competitive Bid Loans shall be
         evidenced by the Competitive Bid Notes.

                  (b) Competitive Bid Quote Request. When the Borrower wishes to
         request offers to make Competitive Bid Loans under this Section 2.16,
         it shall transmit to the Administrative Agent by telecopy a Competitive
         Bid Quote Request substantially in the form of Exhibit C-1 hereto so as
         to be received no later than (i) 10:00 a.m. (Chicago time) at least
         five Business Days prior to the Borrowing Date proposed therein, in the
         case of a request for a Competitive LIBOR Margin or (ii) 9:00 a.m.
         (Chicago time) at least one Business Day prior to the Borrowing Date
         proposed therein, in the case of a request for an Absolute Rate
         specifying:

                           (i) the proposed Borrowing Date for the proposed
                  Competitive Bid Loan,

                           (ii) the requested aggregate principal amount of such
                  Competitive Bid Loan,

                           (iii) whether the Competitive Bid Quotes requested
                  are to set forth a Competitive LIBOR Margin or an Absolute
                  Rate, or both, and

                           (iv) the LIBOR Interest Period, if a Competitive
                  LIBOR Margin is requested, or the Absolute Interest Period, if
                  an Absolute Rate is requested.

The Borrower may request offers to make Competitive Bid Loans for more than one
Interest Period (but not more than five Interest Periods) in a single
Competitive Bid Quote Request. No Competitive Bid Quote Request shall be given
within five Business Days (or such other number of days as the Borrower and the
Administrative Agent may agree) of any other Competitive Bid Quote Request. A
Competitive Bid Quote Request that does not conform substantially to the form of
Exhibit C-1 hereto shall be rejected, and the Administrative Agent shall
promptly notify the Borrower of such rejection by telecopy.

                  (c) Invitation for Competitive Bid Quotes. Promptly and in any
         event before the close of business on the same Business Day of receipt
         of a Competitive Bid Quote Request that is not rejected pursuant to
         Section 2.16(b), the Administrative Agent shall send to each of the
         Lenders by telecopy an Invitation for Competitive Bid Quotes
         substantially in the form of Exhibit C-2 hereto, which shall constitute
         an invitation by the



                                      -27-
<PAGE>

         Borrower to each Lender to submit Competitive Bid Quotes offering to
         make the Competitive Bid Loans to which such Competitive Bid Quote
         Request relates in accordance with this Section 2.16.

                  (d) Submission and Contents of Competitive Bid Quotes.

                           (i) Each Lender may, in its sole discretion, submit a
                  Competitive Bid Quote containing an offer or offers to make
                  Competitive Bid Loans in response to any Invitation for
                  Competitive Bid Quotes. Each Competitive Bid Quote must comply
                  with the requirements of this Section 2.16(d) and must be
                  submitted to the Administrative Agent by telex or telecopy at
                  its offices not later than (a) 2:00 p.m. (Chicago time) at
                  least four Business Days prior to the proposed Borrowing Date,
                  in the case of a request for a Competitive LIBOR Margin or (b)
                  9:00 a.m. (Chicago time) on the proposed Borrowing Date, in
                  the case of a request for an Absolute Rate (or, in either case
                  upon reasonable prior notice to the Lenders, such other time
                  and rate as the Borrower and the Administrative Agent may
                  agree); provided that Competitive Bid Quotes submitted by Bank
                  One may only be submitted if the Administrative Agent or Bank
                  One notifies the Borrower of the terms of the Offer or Offers
                  contained therein no later than 30 minutes prior to the latest
                  time at which the relevant Competitive Bid Quotes must be
                  submitted by the other Lenders. Subject to the Borrower's
                  compliance with all other conditions to disbursement herein,
                  any Competitive Bid Quote so made shall be irrevocable except
                  with the written consent of the Administrative Agent given on
                  the instructions of the Borrower.

                           (ii) Each Competitive Bid Quote shall be in
                  substantially the form of Exhibit C-3 hereto and shall in any
                  case specify:

                                    (1) the proposed Borrowing Date, which shall
                           be the same as that set forth in the applicable
                           Invitation for Competitive Bid Quotes,

                                    (2) the principal amount of the Competitive
                           Bid Loan for which each such offer is being made,
                           which principal amount (1) may be greater than, less
                           than or equal to the Commitment of the quoting
                           Lender, (2) must be at least $10,000,000 and an
                           integral multiple of $1,000,000, and (3) may not
                           exceed the principal amount of Competitive Bid Loans
                           for which offers are requested,

                                    (3) as applicable, the Competitive LIBOR
                           Margin and Absolute Rate offered for each such
                           Competitive Bid Loan,

                                    (4) the minimum amount, if any, of the
                           Competitive Bid Loan which may be accepted by the
                           Borrower, and

                                    (5) the identity of the quoting Lender,
                           provided that such Competitive Bid Loan may be funded
                           by such Lender's Designated Lender as provided



                                      -28-
<PAGE>

                           in Section 2.16(j), regardless of whether that is
                           specified in the Competitive Bid Quote.

                           (iii) The Administrative Agent shall reject any
                  Competitive Bid Quote that:

                                    (1) is not substantially in the form of
                           Exhibit C-3 hereto or does not specify all of the
                           information required by Section 2.16(d)(ii),

                                    (2) contains qualifying, conditional or
                           similar language, other than any such language
                           contained in Exhibit C-3 hereto,

                                    (3) proposes terms other than or in addition
                           to those set forth in the applicable Invitation for
                           Competitive Bid Quotes, or

                                    (4) arrives after the time set forth in
                           Section 2.16(d)(i).

                  If any Competitive Bid Quote shall be rejected pursuant to
                  this Section 2.16(d)(iii), then the Administrative Agent shall
                  notify the relevant Lender of such rejection as soon as
                  practical.

                  (e) Notice to Borrower. The Administrative Agent shall
         promptly notify the Borrower of the terms (i) of any Competitive Bid
         Quote submitted by a Lender that is in accordance with Section 2.16(d)
         and (ii) of any Competitive Bid Quote that amends, modifies or is
         otherwise inconsistent with a previous Competitive Bid Quote submitted
         by such Lender with respect to the same Competitive Bid Quote Request.
         Any such subsequent Competitive Bid Quote shall be disregarded by the
         Administrative Agent unless such subsequent Competitive Bid Quote
         specifically states that it is submitted solely to correct a manifest
         error in such former Competitive Bid Quote. The Administrative Agent's
         notice to the Borrower shall specify the aggregate principal amount of
         Competitive Bid Loans for which offers have been received for each
         Interest Period specified in the related Competitive Bid Quote Request
         and the respective principal amounts and Competitive LIBOR Margins or
         Absolute Rate, as the case may be, so offered.

                  (f) Acceptance and Notice by Borrower. Not later than (i) 6:00
         p.m. (Chicago time) at least four Business Days prior to the proposed
         Borrowing Date in the case of a request for a Competitive LIBOR Margin
         or (ii) 10:00 a.m. (Chicago time) on the proposed Borrowing Date, in
         the case of a request for an Absolute Rate (or, in either case upon
         reasonable prior notice to the Lenders, such other time and date as the
         Borrower and the Administrative Agent may agree), the Borrower shall
         notify the Administrative Agent of its acceptance or rejection of the
         offers so notified to it pursuant to Section 2.16(e); provided,
         however, that the failure by the Borrower to give such notice to the
         Administrative Agent shall be deemed to be a rejection of all such
         offers. In the case of acceptance, such notice (a "Competitive Bid
         Borrowing Notice") shall specify the aggregate principal amount of
         offers for each Interest Period that are accepted. The



                                      -29-
<PAGE>

         Borrower may accept any Competitive Bid Quote in whole or in part
         (subject to the terms of Section 2.16(d)(iii)); provided that:

                           (i) the aggregate principal amount of all Competitive
                  Bid Loans to be disbursed on a given Borrowing Date may not
                  exceed the applicable amount set forth in the related
                  Competitive Bid Quote Request,

                           (ii) acceptance of offers may only be made on the
                  basis of ascending Competitive LIBOR Margins or Absolute
                  Rates, as the case may be, and

                           (iii) the Borrower may not accept any offer that is
                  described in Section 2.16(d)(iii) or that otherwise fails to
                  comply with the requirements of this Agreement.

                  (g) Allocation by Administrative Agent. If offers are made by
         two or more Lenders with the same Competitive LIBOR Margins or Absolute
         Rates, as the case may be, for a greater aggregate principal amount
         than the amount in respect of which offers are accepted for the related
         Interest Period, the principal amount of Competitive Bid Loans in
         respect of which such offers are accepted shall be allocated by the
         Administrative Agent among such Lenders as nearly as possible (in such
         multiples, not greater than $1,000,000, as the Administrative Agent may
         deem appropriate) in proportion to the aggregate principal amount of
         such offers provided, however, that no Lender shall be allocated any
         Competitive Bid Loan which is less than the minimum amount which such
         Lender has indicated that it is willing to accept. Allocations by the
         Administrative Agent of the amounts of Competitive Bid Loans shall be
         conclusive in the absence of manifest error. The Administrative Agent
         shall promptly, but in any event on the same Business Day, notify each
         Lender of its receipt of a Competitive Bid Borrowing Notice and the
         principal amounts of the Competitive Bid Loans allocated to each
         participating Lender.

                  (h) Administration Fee. The Borrower hereby agrees to pay to
         the Administrative Agent an administration fee of $2,500 per each
         Competitive Bid Quote Request transmitted by the Borrower to the
         Administrative Agent pursuant to Section 2.16(b). Such administration
         fee shall be payable monthly in arrears on the first Business Day of
         each month and on the Maturity Date (or such earlier date on which the
         Aggregate Commitment shall terminate or be cancelled) for any period
         then ending for which such fee, if any, shall not have been theretofore
         paid.

                  (i) Other Terms. Any Competitive Bid Loan shall not reduce the
         Commitment of the Bid Lender making such Competitive Bid Loan (except
         as the availability of other Advances is reduced by the increase in the
         Allocated Facility Amount due to such Competitive Bid Loan) and each
         such Bid Lender shall continue to be obligated to fund its full
         percentage of all pro rata Advances under the Facility. In no event can
         the aggregate amount of all Competitive Bid Loans at any time exceed
         the lesser of (i) 50% of the then Aggregate Commitment, or (ii) Two
         Hundred Million Dollars ($200,000,000.00). Competitive Bid Loans may
         not be continued and, if not



                                      -30-
<PAGE>

         repaid at the end of the Interest Period applicable thereto, shall
         (subject to the conditions set forth in this Agreement) be replaced by
         new Competitive Bid Loans made in accordance with this Section 2.16 or
         by ratable Advances in accordance with Section 2.10.

                  (j) Designated Lenders. A Lender may designate its Designated
         Lender to fund a Competitive Bid Loan on its behalf as described in
         Section 2.16(d)(ii)(e). Any Designated Lender which funds a Competitive
         Bid Loan shall on and after the time of such funding become the obligee
         under such Competitive Bid Loan and be entitled to receive payment
         thereof when due. No Lender shall be relieved of its obligation to fund
         a Competitive Bid Loan, and no Designated Lender shall assume such
         obligation, prior to the time such Competitive Bid Loan is funded.

         2.17 Voluntary Reduction of Aggregate Commitment Amount. Upon at least
five (5) days prior irrevocable written notice (or telephonic notice promptly
confirmed in writing) to the Administrative Agent, Borrower shall have the
right, without premium or penalty, to terminate the Aggregate Commitment in
whole or in part provided that (a) Borrower may not reduce the Aggregate
Commitment below the Allocated Facility Amount at the time of such requested
reduction, and (b) any such partial termination shall be in the minimum
aggregate amount of Five Million Dollars (U.S. $5,000,000.00) or any integral
multiple of Five Million Dollars (U.S. $5,000,000.00) in excess thereof. Any
partial termination of the Aggregate Commitment shall be applied pro rata to
each Lender's Commitment.

         2.18 Increase in Aggregate Commitment. The Borrower shall also have the
right from time to time to increase the Aggregate Commitment up to a maximum of
$400,000,000 by either adding new banks as Lenders (subject to the
Administrative Agent's prior written approval of the identity of such new banks)
or obtaining the agreement, which shall be at such Lender's or Lenders' sole
discretion, of one or more of the then current Lenders to increase its or their
Commitments. Such increases shall be evidenced by the execution and delivery of
an Amendment Regarding Increase in the form of Exhibit L attached hereto by the
Borrower, the Administrative Agent and the new bank or existing Lender providing
such additional Commitment, a copy of which shall be forwarded to each Lender by
the Administrative Agent promptly after execution thereof. On the effective date
of each such increase in the Aggregate Commitment, the Borrower and the
Administrative Agent shall cause the new or existing Lenders providing such
increase, by either funding more than its or their Percentage of new ratable
Advances made on such date or purchasing shares of outstanding ratable Loans
held by the other Lenders or a combination thereof, to hold its or their
Percentage of all ratable Advances outstanding at the close of business on such
day. The Lenders agree to cooperate in any required sale and purchase of
outstanding ratable Advances to achieve such result. In no event will such new
or existing Lenders providing the increase be required to fund or purchase a
portion of any Competitive Bid Loan or Swingline Loan to comply with this
Section on such date. In no event shall the Aggregate Commitment exceed
$400,000,000 without the approval of all of the Lenders.



                                      -31-
<PAGE>

         2.19 Application of Moneys Received. All moneys collected or received
by the Administrative Agent on account of the Facility directly or indirectly,
shall be applied in the following order of priority:

                           (i) to the payment of all reasonable costs incurred
                  in the collection of such moneys of which the Administrative
                  Agent shall have given notice to the Borrower;

                           (ii) to the reimbursement of any yield protection due
                  to any of the Lenders in accordance with Section 4.1;

                           (iii) first to the payment of any fee due pursuant to
                  Section 3.8(b) in connection with the issuance of a Facility
                  Letter of Credit to the Issuing Bank until such fee is paid in
                  full, then next to the payment of the Facility Fee and
                  Facility Letter of Credit Fee to the Lenders, if then due, in
                  that order on a pro rata basis in accordance with the
                  respective amounts of such fees due to the Lenders and then
                  finally to the payment of all fees then due to the
                  Administrative Agent;

                           (iv) to payment of the full amount of interest and
                  principal on the Swingline Loans;

                           (v) first to interest until paid in full and then to
                  principal for all Lenders (other than Defaulting Lenders) (i)
                  as allocated by the Borrower (unless an Event of Default
                  exists) between Competitive Bid Loans and ratable Advances
                  (the amount allocated to ratable Advances to be distributed in
                  accordance with the Percentages of the Lenders) or (ii) if an
                  Event of Default exists, in accordance with the respective
                  Funded Percentages of the Lenders;

                           (vi) any other sums due to the Administrative Agent
                  or any Lender under any of the Loan Documents; and

                           (vii) to the payment of any sums due to each
                  Defaulting Lender as their respective Percentages appear
                  (provided that Administrative Agent shall have the right to
                  set-off against such sums any amounts due from such Defaulting
                  Lender).

                                  Article III.

                        THE LETTER OF CREDIT SUBFACILITY

         3.1 Obligation to Issue. Subject to the terms and conditions of this
Agreement and in reliance upon the representations and warranties of the
Borrower and the General Partner herein set forth, the Issuing Bank hereby
agrees to issue for the account of Borrower, one or more Facility Letters of
Credit in accordance with this Article III, from time to time during the period
commencing on the Agreement Execution Date and ending on a date one Business Day
prior to the Maturity Date.



                                      -32-
<PAGE>

         3.2 Types and Amounts. The Issuing Bank shall not have any obligation
to:

                           (i) issue any Facility Letter of Credit if the
                  aggregate maximum amount then available for drawing under
                  Letters of Credit issued by such Issuing Bank, after giving
                  effect to the Facility Letter of Credit requested hereunder,
                  shall exceed any limit imposed by law or regulation upon such
                  Issuing Bank;

                           (ii) issue any Facility Letter of Credit if, after
                  giving effect thereto, either (1) the then applicable
                  Allocated Facility Amount would exceed the then current
                  Aggregate Commitment, or (2) the Facility Letter of Credit
                  Obligations would exceed $30,000,000;

                           (iii) issue any Facility Letter of Credit having an
                  expiration date, or containing automatic extension provision
                  to extend such date, to a date which is after the Business Day
                  immediately preceding the Maturity Date; or

                           (iv) issue any Facility Letter of Credit having an
                  expiration date, or containing automatic extension provisions
                  to extend such date, to a date which is more than twelve (12)
                  months after the date of its issuance.

         3.3 Conditions. In addition to being subject to the satisfaction of the
conditions contained in Article V hereof, the obligation of the Issuing Bank to
issue any Facility Letter of Credit is subject to the satisfaction in full of
the following conditions:

                  (i) the Borrower shall have delivered to the Issuing Bank at
         such times and in such manner as the Issuing Bank may reasonably
         prescribe such documents and materials as may be reasonably required
         pursuant to the terms of the proposed Facility Letter of Credit (it
         being understood that if any inconsistency exists between such
         documents and the Loan Documents, the terms of the Loan Documents shall
         control) and the proposed Facility Letter of Credit shall be reasonably
         satisfactory to the Issuing Bank as to form and content;

                  (ii) as of the date of issuance, no order, judgment or decree
         of any court, arbitrator or governmental authority shall purport by its
         terms to enjoin or restrain the Issuing Bank from issuing the requested
         Facility Letter of Credit and no law, rule or regulation applicable to
         the Issuing Bank and no request or directive (whether or not having the
         force of law) from any governmental authority with jurisdiction over
         the Issuing Bank shall prohibit or request that the Issuing Bank
         refrain from the issuance of Letters of Credit generally or the
         issuance of the requested Facility Letter of Credit in particular; and

                  (iii) there shall not exist any Default or Event of Default.

         3.4 Procedure for Issuance of Facility Letters of Credit.

                  (a) Borrower shall give the Issuing Bank and the
         Administrative Agent at least two (2) Business Days' prior written
         notice of any requested issuance of a Facility



                                      -33-
<PAGE>

         Letter of Credit under this Agreement (a "Letter of Credit Request"), a
         copy of which shall be sent immediately to all Lenders (except that, in
         lieu of such written notice, the Borrower may give the Issuing Bank and
         the Administrative Agent telephonic notice of such request if confirmed
         in writing by delivery to the Issuing Bank and the Administrative Agent
         (i) immediately (A) of a telecopy of the written notice required
         hereunder which has been signed by an authorized officer, or (B) of a
         telex containing all information required to be contained in such
         written notice and (ii) promptly (but in no event later than the
         requested date of issuance) of the written notice required hereunder
         containing the original signature of an authorized officer); such
         notice shall be irrevocable and shall specify:

         (1)      whether the requested Facility Letter of Credit is, in
                  Borrower's belief, a Financial Letter of Credit or a
                  Performance Letter of Credit;

         (2)      the stated amount of the Facility Letter of Credit requested
                  (which stated amount shall not be less than $50,000);

         (3)      the effective date (which day shall be a Business Day) of
                  issuance of such requested Facility Letter of Credit (the
                  "Issuance Date");

         (4)      the date on which such requested Facility Letter of Credit is
                  to expire;

         (5)      the purpose for which such Facility Letter of Credit is to be
                  issued;

         (6)      the Person for whose benefit the requested Facility Letter of
                  Credit is to be issued; and

         (7)      any special language required to be included in the Facility
                  Letter of Credit.

At the time such request is made, the Borrower shall also provide the
Administrative Agent and the Issuing Bank with a copy of the form of the
Facility Letter of Credit that the Borrower is requesting be issued. Such
notice, to be effective, must be received by such Issuing Bank and the
Administrative Agent not later than 2:00 p.m. (Chicago time) on the last
Business Day on which notice can be given under this Section 3.4(a).

                  (b) Subject to the terms and conditions of this Article III
         and provided that the applicable conditions set forth in Article V
         hereof have been satisfied, the Issuing Bank shall, on the Issuance
         Date, issue a Facility Letter of Credit on behalf of the Borrower in
         accordance with the Letter of Credit Request and the Issuing Bank's
         usual and customary business practices unless the Issuing Bank has
         actually received (i) written notice from the Borrower specifically
         revoking the Letter of Credit Request with respect to such Facility
         Letter of Credit, (ii) written notice from a Lender, which complies
         with the provisions of Section 3.6(a), or (iii) written or telephonic
         notice from the Administrative Agent stating that the issuance of such
         Facility Letter of Credit would violate Section 3.2.

                  (c) The Issuing Bank shall give the Administrative Agent (who
         shall promptly notify Lenders) and the Borrower written or telex
         notice, or telephonic notice confirmed



                                      -34-
<PAGE>

         promptly thereafter in writing, of the issuance of a Facility Letter of
         Credit (the "Issuance Notice"), which shall indicate the Issuing Bank's
         reasonable determination as to whether such Facility Letter of Credit
         is a Financial Letter of Credit or a Performance Letter of Credit,
         which determination shall be conclusive absent manifest error.

                  (d) The Issuing Bank shall not extend or amend any Facility
         Letter of Credit unless the requirements of this Section 3.4 are met as
         though a new Facility Letter of Credit was being requested and issued.

         3.5 Reimbursement Obligations; Duties of Issuing Bank.

                  (a) The Issuing Bank shall promptly notify the Borrower and
         the Administrative Agent (who shall promptly notify Lenders) of any
         draw under a Facility Letter of Credit. Any such draw shall constitute
         an Advance of the Facility in the amount of the Reimbursement
         Obligation with respect to such Facility Letter of Credit and shall
         bear interest from the date of the relevant drawing(s) under the
         pertinent Facility Letter of Credit at a rate selected by Borrower in
         accordance with Section 2.10 hereof; provided that if a Monetary
         Default or an Event of Default exists at the time of any such
         drawing(s), then the Borrower shall reimburse the Issuing Bank for
         drawings under a Facility Letter of Credit issued by the Issuing Bank
         no later than the next succeeding Business Day after the payment by the
         Issuing Bank and until repaid such Reimbursement Obligation shall bear
         interest at the Default Rate.

                  (b) Any action taken or omitted to be taken by the Issuing
         Bank under or in connection with any Facility Letter of Credit, if
         taken or omitted in the absence of willful misconduct or gross
         negligence, shall not put the Issuing Bank under any resulting
         liability to any Lender or, provided that such Issuing Bank has
         complied with the procedures specified in Section 3.4 and such Lender
         has not given a notice contemplated by Section 3.6(a) that continues in
         full force and effect, relieve that Lender of its obligations hereunder
         to the Issuing Bank. In determining whether to pay under any Facility
         Letter of Credit, the Issuing Bank shall have no obligation relative to
         the Lenders other than to confirm that any documents required to be
         delivered under such Letter of Credit appear to have been delivered in
         compliance, and that they appear to comply on their face, with the
         requirements of such Letter of Credit.

         3.6 Participation.

                  (a) Immediately upon issuance by the Issuing Bank of any
         Facility Letter of Credit in accordance with the procedures set forth
         in Section 3.4, each Lender shall be deemed to have irrevocably and
         unconditionally purchased and received from the Issuing Bank, without
         recourse, representation or warranty, an undivided interest and
         participation equal to such Lender's Percentage in such Facility Letter
         of Credit (including, without limitation, all obligations of the
         Borrower with respect thereto) and all related rights hereunder and
         under the Guaranty and other Loan Documents; provided that a Letter of
         Credit issued by the Issuing Bank shall not be deemed to be a Facility
         Letter of Credit for purposes of this Section 3.6 if the Issuing Bank
         shall have received



                                      -35-
<PAGE>

         written notice from any Lender on or before the Business Day prior to
         the date of its issuance of such Letter of Credit that one or more of
         the conditions contained in Section 5.2 is not then satisfied, and in
         the event the Issuing Bank receives such a notice it shall have no
         further obligation to issue any Facility Letter of Credit until such
         notice is withdrawn by that Lender or the Issuing Bank receives a
         notice from the Administrative Agent that such condition has been
         effectively waived in accordance with the provisions of this Agreement.
         Each Lender's obligation to make further Loans to Borrower (other than
         any payments such Lender is required to make under subparagraph (b)
         below) or to purchase an interest from the Issuing Bank in any
         subsequent letters of credit issued by the Issuing Bank on behalf of
         Borrower shall be reduced by such Lender's Percentage of the undrawn
         portion of each Facility Letter of Credit outstanding.

                  (b) In the event that the Issuing Bank makes any payment under
         any Facility Letter of Credit and the Borrower shall not have repaid
         such amount to the Issuing Bank pursuant to Section 3.7 hereof, the
         Issuing Bank shall promptly notify the Administrative Agent, which
         shall promptly notify each Lender of such failure, and each Lender
         shall promptly and unconditionally pay to the Administrative Agent for
         the account of the Issuing Bank the amount of such Lender's Percentage
         of the unreimbursed amount of such payment, and the Administrative
         Agent shall promptly pay such amount to the Issuing Bank. Lender's
         payments of its Percentage of such Reimbursement Obligation as
         aforesaid shall be deemed to be a Loan by such Lender and shall
         constitute outstanding principal under such Lender's Note. The failure
         of any Lender to make available to the Administrative Agent for the
         account of the Issuing Bank its Percentage of the unreimbursed amount
         of any such payment shall not relieve any other Lender of its
         obligation hereunder to make available to the Administrative Agent for
         the account of such Issuing Bank its Percentage of the unreimbursed
         amount of any payment on the date such payment is to be made, but no
         Lender shall be responsible for the failure of any other Lender to make
         available to the Administrative Agent its Percentage of the
         unreimbursed amount of any payment on the date such payment is to be
         made. Any Lender which fails to make any payment required pursuant to
         this Section 3.6(b) shall be deemed to be a Defaulting Lender
         hereunder.

                  (c) Whenever the Issuing Bank receives a payment on account of
         a Reimbursement Obligation, including any interest thereon, the Issuing
         Bank shall promptly pay to the Administrative Agent and the
         Administrative Agent shall promptly pay to each Lender which has funded
         its participating interest therein, in immediately available funds, an
         amount equal to such Lender's Percentage thereof.

                  (d) Upon the request of the Administrative Agent or any
         Lender, the Issuing Bank shall furnish to such Administrative Agent or
         Lender copies of any Facility Letter of Credit to which the Issuing
         Bank is party and such other documentation as may reasonably be
         requested by the Administrative Agent or Lender.

                  (e) The obligations of a Lender to make payments to the
         Administrative Agent for the account of the Issuing Bank with respect
         to a Facility Letter of Credit shall be absolute, unconditional and
         irrevocable, not subject to any counterclaim, set-off,



                                      -36-
<PAGE>

         qualification or exception whatsoever other than a failure of any such
         Issuing Bank to comply with the terms of this Agreement relating to the
         issuance of such Facility Letter of Credit, and such payments shall be
         made in accordance with the terms and conditions of this Agreement
         under all circumstances.

         3.7 Payment of Reimbursement Obligations.

                  (a) The Borrower agrees to pay to the Administrative Agent for
         the account of the Issuing Bank the amount of all Advances for
         Reimbursement Obligations, interest and other amounts payable to the
         Issuing Bank under or in connection with any Facility Letter of Credit
         when due, irrespective of any claim, set-off, defense or other right
         which the Borrower may have at any time against any Issuing Bank or any
         other Person, under all circumstances, including without limitation any
         of the following circumstances:

                           (i) any lack of validity or enforceability of this
                  Agreement or any of the other Loan Documents;

                           (ii) the existence of any claim, setoff, defense or
                  other right which the Borrower may have at any time against a
                  beneficiary named in a Facility Letter of Credit or any
                  transferee of any Facility Letter of Credit (or any Person for
                  whom any such transferee may be acting), the Administrative
                  Agent, the Issuing Bank, any Lender, or any other Person,
                  whether in connection with this Agreement, any Facility Letter
                  of Credit, the transactions contemplated herein or any
                  unrelated transactions (including any underlying transactions
                  between the Borrower and the beneficiary named in any Facility
                  Letter of Credit);

                           (iii) any draft, certificate or any other document
                  presented under the Facility Letter of Credit proving to be
                  forged, fraudulent, invalid or insufficient in any respect of
                  any statement therein being untrue or inaccurate in any
                  respect;

                           (iv) the surrender or impairment of any security for
                  the performance or observance of any of the terms of any of
                  the Loan Documents; or

                           (v) the occurrence of any Default or Event of
                  Default.

                  (b) In the event any payment by the Borrower received by the
         Issuing Bank or the Administrative Agent with respect to a Facility
         Letter of Credit and distributed by the Administrative Agent to the
         Lenders on account of their participations is thereafter set aside,
         avoided or recovered from the Administrative Agent or Issuing Bank in
         connection with any receivership, liquidation, reorganization or
         bankruptcy proceeding, each Lender which received such distribution
         shall, upon demand by the Administrative Agent, contribute such
         Lender's Percentage of the amount set aside, avoided or recovered
         together with interest at the rate required to be paid by the Issuing
         Bank or the Administrative Agent upon the amount required to be repaid
         by the Issuing Bank or the Administrative Agent.



                                      -37-
<PAGE>

         3.8 Compensation for Facility Letters of Credit.

                  (a) The Borrower shall pay to the Administrative Agent, for
         the ratable account of the Lenders, based upon the Lenders' respective
         Percentages, a per annum fee (the "Facility Letter of Credit Fee") with
         respect to each Facility Letter of Credit that is equal to (i) the
         LIBOR Applicable Margin in effect from time to time in the case of
         Financial Letters of Credit, and (ii) the LIBOR Applicable Margin from
         time to time minus 0.25% in the case of Performance Letters of Credit.
         The Facility Letter of Credit Fee relating to any Facility Letter of
         Credit shall be due and payable in arrears in equal installments on the
         first Business Day of each month following the issuance of any Facility
         Letter of Credit and, to the extent any such fees are then due and
         unpaid, on the Maturity Date. The Administrative Agent shall promptly
         remit such Facility Letter of Credit Fees, when paid, to the other
         Lenders in accordance with their Percentages thereof. The Borrower
         shall not have any liability to any Lender for the failure of the
         Administrative Agent to promptly deliver funds to any such Lender and
         shall be deemed to have made all such payments on the date the
         respective payment is made by the Borrower to the Administrative Agent,
         provided such payment is received by the time specified in Section 2.11
         hereof.

                  (b) The Issuing Bank also shall have the right to receive
         solely for its own account an issuance fee of 0.15% of the face amount
         of each Facility Letter of Credit, payable by the Borrower on the
         Issuance Date for each such Facility Letter of Credit. The Issuing Bank
         shall also be entitled to receive its reasonable out-of-pocket costs
         and the Issuing Bank's standard charges of issuing, amending and
         servicing Facility Letters of Credit and processing draws thereunder.

         3.9 Letter of Credit Collateral Account. The Borrower hereby agrees
that it will, until the Maturity Date, maintain a special collateral account
(the "Letter of Credit Collateral Account") at the Administrative Agent's office
at the address specified pursuant to Article XV, in the name of the Borrower but
under the sole dominion and control of the Administrative Agent, for the benefit
of the Lenders, and in which the Borrower shall have no interest other than as
set forth in Section 11.1. In addition to the foregoing, the Borrower hereby
grants to the Administrative Agent, for the benefit of the Lenders, a security
interest in and to the Letter of Credit Collateral Account and any funds that
may hereafter be on deposit in such account, including income earned thereon.
The Lenders acknowledge and agree that the Borrower has no obligation to fund
the Letter of Credit Collateral Account unless and until so required under
Section 11.1 hereof.

                                   Article IV.

                             CHANGE IN CIRCUMSTANCES

         4.1 Yield Protection. If the adoption of or change in any law or any
governmental or quasi-governmental rule, regulation, policy, guideline or
directive (whether or not having the force of law), or any interpretation
thereof, or the compliance of any Lender therewith,

                           (i) subjects any Lender or any applicable Lending
                  Installation to any tax, duty, charge or withholding on or
                  from payments due from Borrower



                                      -38-
<PAGE>

                  (excluding federal and state taxation of the overall net
                  income of any Lender or applicable Lending Installation), or
                  changes the basis of such taxation of payments to any Lender
                  in respect of its Advances, its interest in the Facility
                  Letters of Credit or other amounts due it hereunder, or

                           (ii) imposes or increases or deems applicable any
                  reserve, assessment, insurance charge, special deposit or
                  similar requirement against assets of, deposits with or for
                  the account of, or credit extended by, any Lender or any
                  applicable Lending Installation (other than reserves and
                  assessments taken into account in determining the interest
                  rate applicable to LIBOR Advances), or

                           (iii) imposes any other condition, and the result is
                  to increase the cost of any Lender or any applicable Lending
                  Installation of making, funding or maintaining loans or
                  reduces any amount receivable by any Lender or any applicable
                  Lending Installation in connection with loans, or requires any
                  Lender or any applicable Lending Installation to make any
                  payment calculated by reference to the amount of loans held,
                  Letters of Credit issued or participated in or interest
                  received by it, by an amount deemed material by such Lender,

then, within fifteen (15) days of demand by such Lender, Borrower shall pay such
Lender that portion of such increased expense incurred or reduction in an amount
received which such Lender determines is attributable to making, funding and
maintaining its Advances and its Commitment.

         4.2 Changes in Capital Adequacy Regulations. If a Lender determines the
amount of capital required or expected to be maintained by such Lender, any
Lending Installation of such Lender or any corporate entity controlling such
Lender is increased as a result of a Change (as defined below), then, within
fifteen (15) days of demand by such Lender, Borrower shall pay such Lender the
amount necessary to compensate for any shortfall in the rate of return on the
portion of such increased capital which such Lender determines is attributable
to this Agreement, its Advances, its interest in the Facility Letters of Credit,
or its obligation to make Advances hereunder or participate in or issue Facility
Letters of Credit hereunder (after taking into account such Lender's policies as
to capital adequacy). "Change" means (i) any change after the date of this
Agreement in the Risk-Based Capital Guidelines (as defined below) or (ii) any
adoption of or change in any other law, governmental or quasi-governmental rule,
regulation, policy, guideline, interpretation, or directive (whether or not
having the force of law) after the date of this Agreement which affects the
amount of capital required or expected to be maintained by any Lender or any
Lending Installation or any corporation controlling any Lender. "Risk-Based
Capital Guidelines" means (i) the risk-based capital guidelines in effect in the
United States on the date of this Agreement, including transition rules, and
(ii) the corresponding capital regulations promulgated by regulatory authorities
outside the United States implementing the July 1988 report of the Basle
Committee on Banking Regulation and Supervisory Practices Entitled
"International Convergence of Capital Measurements and Capital Standards",
including transition rules, and any amendments to such regulations adopted prior
to the date of this Agreement. Without in any way affecting the Borrower's
obligation to pay compensation actually claimed by a Lender under this Section
4.2, the Borrower shall have the right to replace



                                      -39-
<PAGE>

any Lender which has demanded such compensation provided that Borrower notifies
such Lender that it has elected to replace such Lender and notifies such Lender
and the Administrative Agent of the identity of the proposed replacement Lender
not more than six (6) months after the date of such Lender's most recent demand
for compensation under this Section 4.2. The Lender being replaced shall assign
its Percentage of the Aggregate Commitment and its rights and obligations under
this Facility to the replacement Lender in accordance with the requirements of
Section 13.3 hereof and the replacement Lender shall assume such Percentage of
the Aggregate Commitment and the related obligations under this Facility prior
to the Maturity Date to be extended, all pursuant to an assignment agreement
substantially in the form of Exhibit J hereto. The purchase by the replacement
Lender shall be at par (plus all accrued and unpaid interest and any other sums
owed to such Lender being replaced hereunder) which shall be paid to the Lender
being replaced upon the execution and delivery of the assignment.

         4.3 Availability of LIBOR Advances. If any Lender determines that
maintenance of any of its LIBOR Loans at a suitable Lending Installation would
violate any applicable law, rule, regulation or directive of any Governmental
Authority having jurisdiction, the Administrative Agent shall suspend by written
notice to Borrower the availability of LIBOR Advances and require any LIBOR
Advances to be repaid; or if the Required Lenders determine that (i) deposits of
a type or maturity appropriate to match fund LIBOR Advances are not available,
the Administrative Agent shall suspend by written notice to Borrower the
availability of LIBOR Advances with respect to any LIBOR Advances made after the
date of any such determination, or (ii) an interest rate applicable to a LIBOR
Advance does not accurately reflect the cost of making a LIBOR Advance, and, if
for any reason whatsoever the provisions of Section 4.1 are inapplicable, the
Administrative Agent shall suspend by written notice to Borrower the
availability of LIBOR Advances with respect to any LIBOR Advances made after the
date of any such determination.

         4.4 Funding Indemnification. If any payment of a ratable LIBOR Advance
or a Competitive Bid Loan occurs on a date which is not the last day of the
applicable Interest Period, whether because of acceleration, prepayment or
otherwise, or a ratable LIBOR Advance or a Competitive Bid Loan is not made on
the date specified by Borrower for any reason other than default by one or more
of the Lenders, Borrower will indemnify each Lender for any loss or cost
incurred by such Lender resulting therefrom, including, without limitation, any
loss or cost in liquidating or employing deposits acquired to fund or maintain
the ratable LIBOR Advance or Competitive Bid Loan, as the case may be.

         4.5 Taxes.

                           (i) All payments by the Borrower to or for the
                  account of any Lender or the Agent hereunder or under any Note
                  shall be made free and clear of and without deduction for any
                  and all Taxes. If the Borrower shall be required by law to
                  deduct any Taxes from or in respect of any sum payable
                  hereunder to any Lender or the Administrative Agent, (a) the
                  sum payable shall be increased as necessary so that after
                  making all required deductions (including deductions
                  applicable to additional sums payable under this Section 4.5)
                  such Lender or the Administrative Agent (as the case may be)
                  receives an amount equal to the sum it



                                      -40-
<PAGE>

                 would have received had no such deductions been made, (b) the
                 Borrower shall make such deductions, (c) the Borrower shall pay
                 the full amount deducted to the relevant authority in
                 accordance with applicable law, and (d) the Borrower shall
                 furnish to the Administrative Agent the original copy of a
                 receipt evidencing payment thereof within 30 days after such
                 payment is made.

                            (ii) In addition, the Borrower hereby agrees to pay
                 any present or future stamp or documentary taxes and any other
                 excise or property taxes, charges or similar levies which arise
                 from any payment made hereunder or under any Note or from the
                 execution or delivery of, or otherwise with respect to, this
                 Agreement or any Note ("Other Taxes").

                           (iii) The Borrower hereby agrees to indemnify the
                 Administrative Agent and each Lender for the full amount of
                 Taxes or Other Taxes (including, without limitation, any Taxes
                 or Other Taxes imposed on amounts payable under this Section
                 4.5) paid by the Administrative Agent or such Lender as a
                 result of its Commitment, any Loans made by it hereunder, or
                 otherwise in connection with its participation in this
                 Agreement and any liability (including penalties, interest and
                 expenses) arising therefrom or with respect thereto. Payments
                 due under this indemnification shall be made within 30 days of
                 the date the Administrative Agent or such Lender makes demand
                 therefor pursuant to Section 4.6.

                           (iv) Each Lender that is not incorporated under the
                 laws of the United States of America or a state thereof (each a
                 "Non-U.S. Lender") agrees that it will, not more than ten
                 Business Days after the date of this Agreement, (i) deliver to
                 the Administrative Agent two duly completed copies of United
                 States Internal Revenue Service Form W-8BEN or W-8ECI,
                 certifying in either case that such Lender is entitled to
                 receive payments under this Agreement without deduction or
                 withholding of any United States federal income taxes, and (ii)
                 deliver to the Administrative Agent a United States Internal
                 Revenue Form W-8 or W-9, as the case may be, and certify that
                 it is entitled to an exemption from United States backup
                 withholding tax. Each Non-U.S. Lender further undertakes to
                 deliver to each of the Borrower and the Administrative Agent
                 (x) renewals or additional copies of such form (or any
                 successor form) on or before the date that such form expires or
                 becomes obsolete, and (y) after the occurrence of any event
                 requiring a change in the most recent forms so delivered by it,
                 such additional forms or amendments thereto as may be
                 reasonably requested by the Borrower or the Administrative
                 Agent. All forms or amendments described in the preceding
                 sentence shall certify that such Lender is entitled to receive
                 payments under this Agreement without deduction or withholding
                 of any United States federal income taxes, unless an event
                 (including without limitation any change in treaty, law or
                 regulation) has occurred prior to the date on which any such
                 delivery would otherwise be required which renders all such
                 forms inapplicable or which would prevent such Lender from duly
                 completing and delivering any such form or amendment with
                 respect to it and such Lender advises the Borrower and the



                                      -41-
<PAGE>

                 Administrative Agent that it is not capable of receiving
                 payments without any deduction or withholding of United States
                 federal income tax.

                           (v) For any period during which a Non-U.S. Lender has
                 failed to provide the Borrower with an appropriate form
                 pursuant to clause (iv), above (unless such failure is due to a
                 change in treaty, law or regulation, or any change in the
                 interpretation or administration thereof by any governmental
                 authority, occurring subsequent to the date on which a form
                 originally was required to be provided), such Non-U.S. Lender
                 shall not be entitled to indemnification under this Section 4.5
                 with respect to Taxes imposed by the United States; provided
                 that, should a Non-U.S. Lender which is otherwise exempt from
                 or subject to a reduced rate of withholding tax become subject
                 to Taxes because of its failure to deliver a form required
                 under clause (iv), above, the Borrower shall take such steps as
                 such Non-U.S. Lender shall reasonably request to assist such
                 Non-U.S. Lender to recover such Taxes.

                           (vi) Any Lender that is entitled to an exemption from
                 or reduction of withholding tax with respect to payments under
                 this Agreement or any Note pursuant to the law of any relevant
                 jurisdiction or any treaty shall deliver to the Borrower (with
                 a copy to the Administrative Agent), at the time or times
                 prescribed by applicable law, such properly completed and
                 executed documentation prescribed by applicable law as will
                 permit such payments to be made without withholding or at a
                 reduced rate.

                           (vii) If the U.S. Internal Revenue Service or any
                 other governmental authority of the United States or any other
                 country or any political subdivision thereof asserts a claim
                 that the Administrative Agent did not properly withhold tax
                 from amounts paid to or for the account of any Lender (because
                 the appropriate form was not delivered or properly completed,
                 because such Lender failed to notify the Administrative Agent
                 of a change in circumstances which rendered its exemption from
                 withholding ineffective, or for any other reason), such Lender
                 shall indemnify the Administrative Agent fully for all amounts
                 paid, directly or indirectly, by the Administrative Agent as
                 tax, withholding therefor, or otherwise, including penalties
                 and interest, and including taxes imposed by any jurisdiction
                 on amounts payable to the Administrative Agent under this
                 subsection, together with all costs and expenses related
                 thereto (including attorneys fees and time charges of attorneys
                 for the Administrative Agent, which attorneys may be employees
                 of the Administrative Agent). The obligations of the Lenders
                 under this Section 4.5(vii) shall survive the payment of the
                 Obligations and termination of this Agreement.

                           (viii) Each of the Lenders represents that as of the
                 Agreement Execution Date it is not aware of any facts that
                 would give rise to a claim for additional payments under this
                 Section 4.5.



                                      -42-
<PAGE>

         4.6 Lender Statements; Survival of Indemnity. To the extent reasonably
possible, each Lender shall designate an alternate Lending Installation with
respect to its LIBOR Advances to reduce any liability of Borrower to such Lender
under Sections 4.1, 4.2 and 4.5 or to avoid the unavailability of a LIBOR
Advance, so long as such designation is not disadvantageous to such Lender. Each
Lender shall deliver a written statement of such Lender as to the amount due, if
any, under Sections 4.1, 4.2, 4.4 and 4.5 hereof. Such written statement shall
set forth in reasonable detail the calculations upon which such Lender
determined such amount and shall be final, conclusive and binding on Borrower in
the absence of manifest error. The amount due in such statement shall not
include amounts due under Section 4.5 that are either attributable to facts
known to the Lender as of the Agreement Execution Date or that relate to a time
period more than ninety (90) days prior to the giving of such written statement.
Determination of amounts payable under such Sections in connection with a LIBOR
Advance shall be calculated as though each Lender funded its LIBOR Advance
through the purchase of a deposit of the type and maturity corresponding to the
deposit used as a reference in determining the Adjusted LIBOR Rate applicable to
such Advance, whether in fact that is the case or not. Unless otherwise provided
herein, the amount specified in the written statement shall be payable on demand
after receipt by Borrower of the written statement. The obligations of Borrower
under Sections 4.1, 4.2, 4.4 and 4.5 hereof shall survive payment of the
Obligations and termination of this Agreement.

         4.7 Replacement of Lenders under Certain Circumstances. The Borrower
shall be permitted to replace any Lender which (a) is not capable of receiving
payments without any deduction or withholding of United States federal income
tax pursuant to Section 4.5, or (b) cannot maintain its LIBOR Loans at a
suitable Lending Installation pursuant to Section 4.6, with a replacement bank
or other financial institution; provided that (i) such replacement does not
conflict with any applicable legal or regulatory requirements affecting the
remaining Lenders, (ii) no Event of Default or (after notice thereof to
Borrower) no Default shall have occurred and be continuing at the time of such
replacement, (iii) the Borrower shall repay (or the replacement bank or
institution shall purchase, at par) all Loans and other amounts owing to such
replaced Lender prior to the date of replacement, (iv) the Borrower shall be
liable to such replaced Lender under Sections 4.4 and 4.6 if any LIBOR Loan
owing to such replaced Lender shall be prepaid (or purchased) other than on the
last day of the Interest Period relating thereto, (v) the replacement bank or
institution, if not already a Lender, and the terms and conditions of such
replacement, shall be reasonably satisfactory to the Administrative Agent, (vi)
the replaced Lender shall be obligated to make such replacement in accordance
with the provisions of Section 13.3 (provided that the Borrower shall be
obligated to pay the processing fee referred to therein), (vii) until such time
as such replacement shall be consummated, the Borrower shall continue to pay all
amounts payable hereunder without setoff, deduction, counterclaim or withholding
and (viii) any such replacement shall not be deemed to be a waiver of any rights
which the Borrower, the Administrative Agent or any other Lender shall have
against the replaced Lender.



                                      -43-
<PAGE>

                                   Article V.

                              CONDITIONS PRECEDENT

         5.1 Conditions Precedent to Closing. The Lenders shall not be required
to make the initial Advance hereunder, nor shall the Issuing Bank be required to
issue the initial Facility Letter of Credit hereunder, unless (i) the Borrower
shall have paid all fees then due and payable to the Lenders, Banc One Capital
Markets, Inc. and the Administrative Agent hereunder, (ii) all of the conditions
set forth in Section 5.2 are satisfied, and (iii) the Borrower shall have
furnished to the Administrative Agent, in form and substance satisfactory to the
Lenders and their counsel and with sufficient copies for the Lenders, the
following:

                  (a) Certificates of Limited Partnership/Incorporation. A copy
         of the Certificate of Limited Partnership for the Borrower and a copy
         of the articles of incorporation of General Partner, each certified by
         the appropriate Secretary of State or equivalent state official.

                  (b) Agreements of Limited Partnership/Bylaws. A copy of the
         Agreement of Limited Partnership for the Borrower and a copy of the
         bylaws of the General Partner, including all amendments thereto, each
         certified by the Secretary or an Assistant Secretary of the General
         Partner as being in full force and effect on the Agreement Execution
         Date.

                  (c) Good Standing Certificates. A certified copy of a
         certificate from the Secretary of State or equivalent state official of
         the states where the Borrower and General Partner are organized, dated
         as of the most recent practicable date, showing the good standing or
         partnership qualification (if issued) of (i) Borrower, and (ii) General
         Partner.

                  (d) Foreign Qualification Certificates. A certified copy of a
         certificate from the Secretary of State or equivalent state official of
         the state where the Borrower and General Partner maintain their
         principal place of business, dated as of the most recent practicable
         date, showing the qualification to transact business in such state as a
         foreign limited partnership or foreign corporation, as the case may be,
         for (i) Borrower, and (ii) General Partner.

                  (e) Resolutions. A copy of a resolution or resolutions adopted
         by the Board of Directors of the General Partner, certified by the
         Secretary or an Assistant Secretary of the General Partner as being in
         full force and effect on the Agreement Execution Date, authorizing the
         Advances provided for herein and the execution, delivery and
         performance of the Loan Documents by the General Partner to be executed
         and delivered by it hereunder on behalf of itself and Borrower.

                  (f) Incumbency Certificate. A certificate, signed by the
         Secretary or an Assistant Secretary of the General Partner and dated
         the Agreement Execution Date, as to the incumbency, and containing the
         specimen signature or signatures, of the Persons



                                      -44-
<PAGE>

         authorized to execute and deliver the Loan Documents to be executed and
         delivered by it and Borrower hereunder.

                  (g) Loan Documents. Originals of the Loan Documents (in such
         quantities as the Lenders may reasonably request), duly executed by
         authorized officers of the appropriate entity.

                  (h) Opinion of Borrower's Counsel. A written opinion, dated
         the Agreement Execution Date, from outside counsel for the Borrower
         which counsel is reasonably satisfactory to Administrative Agent,
         substantially in the form attached hereto as Exhibit E.

                  (i) Opinion of General Partner's Counsel. A written opinion,
         dated the Agreement Execution Date, from outside counsel for the
         General Partner which counsel is reasonably satisfactory to
         Administrative Agent, substantially in the form attached hereto as
         Exhibit F.

                  (j) Insurance. Original or certified copies of insurance
         policies or binders therefor, with accompanying receipts showing
         current payment of all premiums, evidencing that Borrower carries
         insurance on the Unencumbered Assets which satisfies the Administrative
         Agent's insurance requirements, including, without limitation:

                           (i) Property and casualty insurance (including
                  coverage for flood and other water damage for any Unencumbered
                  Assets located within a 100-year flood plain) in the amount of
                  the replacement cost of the improvements at the Unencumbered
                  Assets;

                           (ii) Loss of rental income insurance in the amount
                  not less than one year's Gross Revenues from the Unencumbered
                  Assets; and

                           (iii) Comprehensive general liability insurance in
                  the amount of $1,000,000 per occurrence.

         All insurance must be carried by companies with a Best Insurance
Reports (1992) Policyholder's and Financial Size Rating of "A-VII" or better.

                  (k) Prior Facility. The Lenders acknowledge that the Borrower
         has properly terminated the Existing Credit Agreement effective as of
         the Agreement Execution Date and shall immediately pay all outstanding
         obligations thereunder with the proceeds of the initial Advance
         hereunder. The Borrower has received letters from those Lenders under
         the Existing Credit Agreement that are not parties to this Agreement
         confirming their withdrawal from the Facility.

                  (l) Financial and Related Information. The following
         information:

                           (i) A certificate, signed by an officer of the
                  Borrower, stating that on the Agreement Execution Date no
                  Default or Event of Default has occurred and is



                                      -45-
<PAGE>

                  continuing and that all representations and warranties of the
                  Borrower contained herein are true and correct as of the
                  Agreement Execution Date as and to the extent set forth
                  herein;

                           (ii) The most recent financial statements of the
                  Borrower and General Partner and a certificate from a
                  Qualified Officer of the Borrower that no change in the
                  Borrower's financial condition that would have a Material
                  Adverse Effect has occurred since June 30, 2002;

                           (iii) Evidence of sufficient Unencumbered Assets
                  (which evidence may include pay-off letters (together with
                  evidence of payment or a direction of Borrower to use a
                  portion of the proceeds of the Advances to repay such
                  Indebtedness), mortgage releases and/or title policies) to
                  assist the Administrative Agent in determining the Borrower's
                  compliance with the covenants set forth in Article IX herein;

                           (iv) Written money transfer instructions, in
                  substantially the form of Exhibit G hereto, addressed to the
                  Administrative Agent and signed by a Qualified Officer,
                  together with such other related money transfer authorizations
                  as the Administrative Agent may have reasonably requested; and

                           (v) Operating statements for the Unencumbered Assets
                  and other evidence of income and expenses to assist the
                  Administrative Agent in determining Borrower's compliance with
                  the covenants set forth in Article IX herein.

                  (m) Change in Markets. The Administrative Agent shall have
         determined that (i) since August 28, 2002, there is an absence of any
         material adverse change or disruption in primary or secondary loan
         syndication markets, financial markets or in capital markets generally
         that would likely impair syndication of the Loans hereunder and (ii)
         the Borrower has fully cooperated with the Administrative Agent's
         syndication efforts including, without limitation, by providing the
         Administrative Agent with information regarding the Borrower's
         operations and prospects and such other information as the
         Administrative Agreement deems necessary to successfully syndicate the
         Loans hereunder.

                  (n) Other Evidence as any Lender May Require. Such other
         evidence as any Lender may reasonably request to establish the
         consummation of the transactions contemplated hereby, the taking of all
         necessary actions in any proceedings in connection herewith and
         compliance with the conditions set forth in this Agreement.

         When all such conditions have been fulfilled (or, in the Lenders' sole
discretion, waived by Lenders), the Lenders shall confirm in writing to Borrower
that the initial Advance is then available to Borrower hereunder.



                                      -46-
<PAGE>

         5.2 Conditions Precedent to Subsequent Advances. Advances after the
initial Advance shall be made from time to time as requested by Borrower, and
the obligation of each Lender to make any Advance (including Swingline Loans and
Competitive Bid Loans) and the obligation of the Issuing Bank to issue a
Facility Letter of Credit is subject to the following terms and conditions:

                  (a) prior to each such Advance no Default or Event of Default
         shall have occurred and be continuing under this Agreement or any of
         the Loan Documents and, if required by Administrative Agent, Borrower
         shall deliver a certificate of Borrower to such effect; and

                  (b) The representations and warranties contained in Article VI
         and VII are true and correct as of such borrowing date, Issuance Date,
         or date of conversion and/or continuation as and to the extent set
         forth therein, except to the extent any such representation or warranty
         is stated to relate solely to an earlier date, in which case such
         representation or warranty shall be true and correct on and as of such
         earlier date.

         Subject to the last grammatical paragraphs of Article VI and VII
hereof, each Borrowing Notice, Letter of Credit Request, and
Conversion/Continuation Notice shall constitute a representation and warranty by
the Borrower that the conditions contained in Sections 5.2(a) and (b) have been
satisfied.

                                   Article VI.

                         REPRESENTATIONS AND WARRANTIES

         Borrower hereby represents and warrants that:

         6.1 Existence. Borrower is a limited partnership duly organized and
existing under the laws of the State of Delaware, with its principal place of
business in the State of Illinois, and is duly qualified as a foreign limited
partnership, properly licensed (if required), in good standing and has all
requisite authority to conduct its business in each jurisdiction in which it
owns Properties and, except where the failure to be so qualified or to obtain
such authority would not have a Material Adverse Effect, in each other
jurisdiction in which its business is conducted. Each of its Subsidiaries is
duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization and has all requisite authority to conduct its
business in each jurisdiction in which it owns Property, and except where the
failure to be so qualified or to obtain such authority would not have a Material
Adverse Effect, in each other jurisdiction in which it conducts business.

         6.2 Corporate/Partnership Powers. The execution, delivery and
performance of the Loan Documents required to be delivered by Borrower hereunder
are within the partnership authority of such entity and the corporate powers of
the general partners of such entity, have been duly authorized by all requisite
action, and are not in conflict with the terms of any organizational instruments
of such entity, or any instrument or agreement to which Borrower or



                                      -47-
<PAGE>

General Partner is a party or by which Borrower, General Partner or any of their
respective assets may be bound or affected.

         6.3 Power of Officers. The officers of the General Partner executing
the Loan Documents required to be delivered by such entities hereunder have been
duly elected or appointed and were fully authorized to execute the same at the
time each such agreement, certificate or instrument was executed.

         6.4 Government and Other Approvals. No approval, consent, exemption or
other action by, or notice to or filing with, any governmental authority is
necessary in connection with the execution, delivery or performance of the Loan
Documents required hereunder.

         6.5 Solvency.

                           (i) Immediately after the Agreement Execution Date
                  and immediately following the making of each Loan and after
                  giving effect to the application of the proceeds of such
                  Loans, (a) the fair value of the assets of the Borrower and
                  its Subsidiaries on a consolidated basis, at a fair valuation,
                  will exceed the debts and liabilities, subordinated,
                  contingent or otherwise, of the Borrower and its Subsidiaries
                  on a consolidated basis; (b) the present fair saleable value
                  of the Properties of the Borrower and its Subsidiaries on a
                  consolidated basis will be greater than the amount that will
                  be required to pay the probable liability of the Borrower and
                  its Subsidiaries on a consolidated basis on their debts and
                  other liabilities, subordinated, contingent or otherwise, as
                  such debts and other liabilities become absolute and matured;
                  (c) the Borrower and its Subsidiaries on a consolidated basis
                  will be able to pay their debts and liabilities, subordinated,
                  contingent or otherwise, as such debts and liabilities become
                  absolute and matured; and (d) the Borrower and its
                  Subsidiaries on a consolidated basis will not have
                  unreasonably small capital with which to conduct the
                  businesses in which they are engaged as such businesses are
                  now conducted and are proposed to be conducted after the date
                  hereof.

                           (ii) Borrower does not intend to, or to permit any of
                  its Subsidiaries to incur debts beyond its ability to pay such
                  debts as they mature, taking into account the timing of and
                  amounts of cash to be received by it or any such Subsidiary
                  and the timing of the amounts of cash to be payable on or in
                  respect of its Indebtedness or the Indebtedness of any such
                  Subsidiary.

         6.6 Compliance With Laws. There is no judgment, decree or order or any
law, rule or regulation of any court or governmental authority binding on
Borrower or any of its Subsidiaries which would be contravened by the execution,
delivery or performance of the Loan Documents required hereunder.

         6.7 Enforceability of Agreement. This Agreement is the legal, valid and
binding agreement of the Borrower, and the Notes when executed and delivered
will be the legal, valid and binding obligations of the Borrower, enforceable
against the Borrower in accordance with



                                      -48-
<PAGE>

their respective terms, and the Loan Documents required hereunder, when executed
and delivered, will be similarly legal, valid, binding and enforceable except to
the extent that such enforcement may be limited by applicable bankruptcy,
insolvency, reorganization or other similar laws affecting the rights of
creditors generally.

         6.8 Title to Property. To the best of Borrower's knowledge after due
inquiry, Borrower or its Subsidiaries has good and marketable title to the
Properties and assets reflected in the financial statements as owned by it or
any such Subsidiary free and clear of Liens except for the Permitted Liens. The
execution, delivery or performance of the Loan Documents required to be
delivered by the Borrower hereunder will not result in the creation of any Lien
on the Properties. No consent to the transactions contemplated hereunder is
required from any ground lessor or mortgagee or beneficiary under a deed of
trust or any other party except as has been delivered to the Lenders.

         6.9 Litigation. There are no suits, arbitrations, claims, disputes or
other proceedings (including, without limitation, any civil, criminal,
administrative or environmental proceedings), pending or, to the best of
Borrower's knowledge, threatened against or affecting the Borrower or any of the
Properties, the adverse determination of which individually or in the aggregate
would have a Material Adverse Effect on the Borrower and/or would cause a
Material Adverse Financial Change of Borrower or materially impair the
Borrower's ability to perform its obligations hereunder or under any instrument
or agreement required hereunder, except as disclosed on Schedule 6.9 hereto, or
otherwise disclosed to Lenders in accordance with the terms hereof.

         6.10 Events of Default. No Default or Event of Default has occurred and
is continuing or would result from the incurring of obligations by the Borrower
under any of the Loan Documents or any other document to which Borrower is a
party.

         6.11 Investment Company Act of 1940. Borrower is not and will by such
acts as may be necessary continue not to be, an investment company within the
meaning of the Investment Company Act of 1940.

         6.12 Public Utility Holding Company Act. The Borrower is not a "holding
company" or a "subsidiary company" of a "holding company," or an "affiliate" of
a "holding company," or of a "subsidiary company" of a "holding company," within
the definitions of the Public Utility Holding Company Act of 1935, as amended.

         6.13 Regulation U. The proceeds of the Advances will not be used,
directly or indirectly, in a manner which would cause the Facility to be treated
as a "Purpose Credit."

         6.14 No Material Adverse Financial Change. To the best knowledge of
Borrower, there has been no Material Adverse Financial Change in the condition
of Borrower since the date of the financial and/or operating statements most
recently submitted to the Lenders.

         6.15 Financial Information. All financial statements furnished to the
Lenders by or at the direction of the Borrower and all other financial
information and data furnished by the



                                      -49-
<PAGE>

Borrower to the Lenders are complete and correct in all material respects as of
the date thereof, and such financial statements have been prepared in accordance
with GAAP and fairly present the consolidated financial condition and results of
operations of the Borrower as of such date. The Borrower has no contingent
obligations, liabilities for taxes or other outstanding financial obligations
which are material in the aggregate, except as disclosed in such statements,
information and data.

         6.16 Factual Information. All factual information heretofore or
contemporaneously furnished by or on behalf of the Borrower to the Lenders for
purposes of or in connection with this Agreement and the other Loan Documents
and the transactions contemplated therein is, and all other such factual
information hereafter furnished by or on behalf of the Borrower to the Lenders
will be, true and accurate (taken as a whole) in all material respects on the
date as of which such information is dated or certified and not incomplete by
omitting to state any material fact necessary to make such information (taken as
a whole) not misleading at such time.

         6.17 ERISA. (i) Borrower is not an entity deemed to hold "plan assets"
within the meaning of ERISA or any regulations promulgated thereunder of an
employee benefit plan (as defined in Section 3(3) of ERISA) which is subject to
Title I of ERISA or any plan within the meaning of Section 4975 of the Code, and
(ii) the execution of this Agreement and the transactions contemplated hereunder
do not give rise to a prohibited transaction within the meaning of Section 406
of ERISA or Section 4975 of the Code.

         6.18 Taxes. All required tax returns have been filed by Borrower with
the appropriate authorities except to the extent that extensions of time to file
have been requested, granted and have not expired or except to the extent such
taxes are being contested in good faith and for which adequate reserves, in
accordance with GAAP, are being maintained.

         6.19 Environmental Matters. Except as disclosed in Schedule 6.19, each
of the following representations and warranties is true and correct except to
the extent that the facts and circumstances giving rise to any such failure to
be so true and correct, in the aggregate, could not reasonably be expected to
have a Material Adverse Effect:

                           (i) To the knowledge of the Borrower, the Properties
                  of Borrower, its Subsidiaries, and Investment Affiliates do
                  not contain any Materials of Environmental Concern in amounts
                  or concentrations which constitute a violation of, or could
                  reasonably give rise to liability under, Environmental Laws.

                           (ii) Borrower has not received any written notice
                  alleging that any or all of the Properties of Borrower and its
                  Subsidiaries and Investment Affiliates and all operations at
                  the Properties are not currently in compliance with all
                  applicable Environmental Laws. Further, Borrower has not
                  received any written notice alleging the current existence of
                  any contamination at or under such Properties in amounts or
                  concentrations which constitute a violation of any
                  Environmental Law, or any violation of any Environmental Law
                  with respect to such Properties for which Borrower, its
                  Subsidiaries or Investment Affiliates is or could be liable.



                                      -50-
<PAGE>

                           (iii) Neither Borrower nor any of its Subsidiaries or
                  Investment Affiliates has received any written notice of
                  current non-compliance, liability or potential liability
                  regarding Environmental Laws with regard to any of the
                  Properties, nor does it have knowledge that any such notice
                  will be received or is being threatened.

                           (iv) To the knowledge of Borrower during the
                  ownership of the Properties by any or all of Borrower, its
                  Subsidiaries and Investment Affiliates, Materials of
                  Environmental Concern have not been transported or disposed of
                  from the Properties of Borrower and its Subsidiaries and
                  Investment Affiliates in violation of, or in a manner or to a
                  location which could reasonably give rise to liability of
                  Borrower, any Subsidiary, or any Investment Affiliate under,
                  Environmental Laws, nor during the ownership of the Properties
                  by any or all of Borrower, its Subsidiaries and Investment
                  Affiliates have any Materials of Environmental Concern been
                  generated, treated, stored or disposed of at, on or under any
                  of such Properties in violation of, or in a manner that could
                  give rise to liability of Borrower, any Subsidiary or any
                  Investment Affiliate under, any applicable Environmental Laws.

                           (v) No judicial proceedings or governmental or
                  administrative action is pending, or, to the knowledge of
                  Borrower, threatened, under any Environmental Law to which
                  Borrower, any of its Subsidiaries, or any Investment
                  Affiliate, is named as a party with respect to the Properties
                  of such entity, nor are there any consent decrees or other
                  decrees, consent orders, administrative order or other orders,
                  or other administrative or judicial requirements outstanding
                  under any Environmental Law with respect to such Properties
                  for which Borrower, its Subsidiaries, or any Investment
                  Affiliate is or could be liable.

                           (vi) To the knowledge of Borrower during the
                  ownership of the Properties by any or all of Borrower, its
                  Subsidiaries and Investment Affiliates, there has been no
                  release or threat of release of Materials of Environmental
                  Concern at or from the Properties of Borrower and its
                  Subsidiaries and Investment Affiliates, or arising from or
                  related to the operations of such entity in connection with
                  the Properties in violation of or in amounts or in a manner
                  that could give rise to liability under Environmental Laws.

         6.20 Insurance. Borrower has obtained the insurance which Borrower is
required to furnish to Lenders under Section 5.1(j) hereof.

         6.21 No Brokers. Borrower has dealt with no brokers in connection with
this Facility, and no brokerage fees or commissions are payable by or to any
Person in connection with this Agreement or the Advances. Lenders shall not be
responsible for the payment of any fees or commissions to any broker and
Borrower shall indemnify, defend and hold Lenders harmless from and against any
claims, liabilities, obligations, damages, costs and expenses (including
reasonable attorneys' fees and disbursements) made against or incurred by
Lenders as a result of



                                      -51-
<PAGE>

claims made or actions instituted by any broker or Person claiming by, through
or under Borrower in connection with the Facility.

         6.22 No Violation of Usury Laws. No aspect of any of the transactions
contemplated herein violate or will violate any usury laws or laws regarding the
validity of agreements to pay interest in effect on the date hereof.

         6.23 Not a Foreign Person. Borrower is not a "foreign person" within
the meaning of Section 1445 or 7701 of the Internal Revenue Code.

         6.24 No Trade Name. Except for the name "First Industrial," and except
as otherwise set forth on Schedule 6.24 attached hereto, Borrower does not use
any trade name and has not and does not do business under any name other than
their actual names set forth herein. The principal place of business of Borrower
is as stated in the recitals hereto.

         6.25 Subsidiaries. Schedule 6.25 hereto contains an accurate list of
all of the presently existing Subsidiaries of Borrower, setting forth their
respective jurisdictions of formation, the percentage of their respective
Capital Stock owned by it or its Subsidiaries and the Properties owned by them.
All of the issued and outstanding shares of Capital Stock of such Subsidiaries
have been duly authorized and issued and are fully paid and non-assessable.

         6.26 Unencumbered Assets. Schedule 6.26 hereto contains a complete and
accurate description of Unencumbered Assets as of June 30, 2002 and as
supplemented from time to time including the entity that owns each Unencumbered
Asset. With respect to each Project identified from time to time as an
Unencumbered Asset, Borrower hereby represents and warrants as follows except to
the extent disclosed in writing to the Lenders and approved by the Required
Lenders (which approval shall not be unreasonably withheld):

                  (a) No portion of any improvement on the Unencumbered Asset is
         located in an area identified by the Secretary of Housing and Urban
         Development or any successor thereto as an area having special flood
         hazards pursuant to the National Flood Insurance Act of 1968 or the
         Flood Disaster Protection Act of 1973, as amended, or any successor
         law, or, if located within any such area, Borrower has obtained and
         will maintain the insurance prescribed in Section 5.1(j) hereof.

                  (b) To the Borrower's knowledge, the Unencumbered Asset and
         the present use and occupancy thereof are in material compliance with
         all applicable zoning ordinances (without reliance upon adjoining or
         other properties), building codes, land use and Environmental Laws, and
         other similar laws ("Applicable Laws").

                  (c) The Unencumbered Asset is served by all utilities required
         for the current or contemplated use thereof. All utility service is
         provided by public utilities and the Unencumbered Asset has accepted or
         is equipped to accept such utility service.

                  (d) All public roads and streets necessary for service of and
         access to the Unencumbered Asset for the current or contemplated use
         thereof have been completed, are serviceable and all-weather and are
         physically and legally open for use by the public.



                                      -52-
<PAGE>

                  (e) The Unencumbered Asset is served by public water and sewer
         systems or, if the Unencumbered Asset is not serviced by a public water
         and sewer system, such alternate systems are adequate and meet, in all
         material respects, all requirements and regulations of, and otherwise
         complies in all material respects with, all Applicable Laws with
         respect to such alternate systems.

                  (f) Borrower is not aware of any latent or patent structural
         or other significant deficiency of the Unencumbered Asset. The
         Unencumbered Asset is free of damage and waste that would materially
         and adversely affect the value of the Unencumbered Asset, is in good
         repair and there is no deferred maintenance other than ordinary wear
         and tear. The Unencumbered Asset is free from damage caused by fire or
         other casualty. There is no pending or, to the actual knowledge of
         Borrower threatened condemnation proceedings affecting the Unencumbered
         Asset, or any material part thereof.

                  (g) To Borrower's knowledge, all liquid and solid waste
         disposal, septic and sewer systems located on the Unencumbered Asset
         are in a good and safe condition and repair and to Borrower's
         knowledge, in material compliance with all Applicable Laws with respect
         to such systems.

                  (h) All improvements on the Unencumbered Asset lie within the
         boundaries and building restrictions of the legal description of record
         of the Unencumbered Asset, no such improvements encroach upon easements
         benefiting the Unencumbered Asset other than encroachments that do not
         materially adversely affect the use or occupancy of the Unencumbered
         Asset and no improvements on adjoining properties encroach upon the
         Unencumbered Asset or easements benefiting the Unencumbered Asset other
         than encroachments that do not materially adversely affect the use or
         occupancy of the Unencumbered Asset. All amenities, access routes or
         other items that materially benefit the Unencumbered Asset are under
         direct control of Borrower, constitute permanent easements that benefit
         all or part of the Unencumbered Asset or are public property, and the
         Unencumbered Asset, by virtue of such easements or otherwise, is
         contiguous to a physically open, dedicated all weather public street,
         and has the necessary permits for ingress and egress.

                  (i) There are no delinquent taxes, ground rents, water
         charges, sewer rents, assessments, insurance premiums, leasehold
         payments, or other outstanding charges affecting the Unencumbered Asset
         except to the extent such items are being contested in good faith and
         as to which adequate reserves have been provided.

         A breach of any of the representations and warranties contained in this
Section 6.26 with respect to a Project shall disqualify such Project from being
an Unencumbered Asset for so long as such breach continues (unless otherwise
approved by the Required Lenders) but shall not constitute a Default (unless the
elimination of such Property as an Unencumbered Asset results in a Default under
one of the other provisions of this Agreement).

         Borrower agrees that all of its representations and warranties set
forth in Article VI of this Agreement and elsewhere in this Agreement are true
on the Agreement Execution Date, and



                                      -53-
<PAGE>

will be true on each Effective Date in all material respects (except with
respect to matters which have been disclosed in writing to and approved by the
Required Lenders), and will be true in all material respects (except with
respect to matters which have been disclosed in writing to and approved by the
Required Lenders) upon each request for disbursement of an Advance, provided
that the Borrower shall only be obligated to update any Schedules referred to in
this Article VI on a quarterly basis, along with the quarterly financial
statements required under Section 8.2(i), unless any change otherwise required
to be disclosed could reasonably be expected to have a Material Adverse Effect.
Each request for disbursement hereunder shall constitute a reaffirmation of such
representations and warranties as deemed modified in accordance with the
disclosures made and approved, as aforesaid, as of the date of such request and
disbursement.

                                  Article VII.

                    ADDITIONAL REPRESENTATIONS AND WARRANTIES

         The General Partner hereby represents and warrants that:

         7.1 Existence. The General Partner is a corporation duly organized and
existing under the laws of the State of Maryland, with its principal place of
business in the State of Illinois, is duly qualified as a foreign corporation
and properly licensed (if required) and in good standing in each jurisdiction
where the failure to qualify or be licensed (if required) would constitute a
Material Adverse Financial Change with respect to the General Partner or have a
Material Adverse Effect on the business or properties of the General Partner.

         7.2 Corporate Powers. The execution, delivery and performance of the
Loan Documents required to be delivered by the General Partner hereunder are
within the corporate powers of the General Partner, have been duly authorized by
all requisite corporate action, and are not in conflict with the terms of any
organizational instruments of the General Partner, or any instrument or
agreement to which the General Partner is a party or by which General Partner or
any of its assets is bound or affected.

         7.3 Power of Officers. The officers of the General Partner executing
the Loan Documents required to be delivered by the General Partner hereunder
have been duly elected or appointed and were fully authorized to execute the
same at the time each such agreement, certificate or instrument was executed.

         7.4 Government and Other Approvals. No approval, consent, exemption or
other action by, or notice to or filing with, any governmental authority is
necessary in connection with the execution, delivery or performance of the Loan
Documents required hereunder.

         7.5 Compliance With Laws. There is no judgment, decree or order or any
law, rule or regulation of any court or governmental authority binding on the
General Partner which would be contravened by the execution, delivery or
performance of the Loan Documents required hereunder.



                                      -54-
<PAGE>

         7.6 Enforceability of Agreement. This Agreement is the legal, valid and
binding agreement of the General Partner, as the general partner of Borrower,
enforceable against the General Partner in accordance with its respective terms,
and the Loan Documents required hereunder, when executed and delivered, will be
similarly legal, valid, binding and enforceable except to the extent that such
enforcement may be limited by applicable bankruptcy, insolvency, reorganization
or other similar laws affecting the rights of creditors generally.

         7.7 Liens; Consents. The execution, delivery or performance of the Loan
Documents required to be delivered by the General Partner hereunder will not
result in the creation of any Lien on the Properties other than in favor of the
Lenders. No consent to the transactions hereunder is required from any ground
lessor or mortgagee or beneficiary under a deed of trust or any other party
except as has been delivered to the Lenders.

         7.8 Litigation. There are no suits, arbitrations, claims, disputes or
other proceedings (including, without limitation, any civil, criminal,
administrative or environmental proceedings), pending or, to the best of General
Partner's knowledge, threatened against or affecting the General Partner or any
of the Properties, the adverse determination of which individually or in the
aggregate would have a Material Adverse Effect on the General Partner and/or
would cause a Material Adverse Financial Change with respect to the General
Partner or materially impair the General Partner's ability to perform its
obligations hereunder or under any instrument or agreement required hereunder,
except as disclosed on Schedule 7.8 hereto, or otherwise disclosed to Lenders in
accordance with the terms hereof.

         7.9 Events of Default. No Default or Event of Default has occurred and
is continuing or would result from the incurring of obligations by the General
Partner under any of the Loan Documents or any other document to which General
Partner is a party.

         7.10 Investment Company Act of 1940. The General Partner is not, and
will by such acts as may be necessary continue not to be, an investment company
within the meaning of the Investment Company Act of 1940.

         7.11 Public Utility Holding Company Act. The General Partner is not a
"holding company" or a "subsidiary company" of a "holding company," or an
"affiliate" of a "holding company," or of a "subsidiary company" of a "holding
company," within the definitions of the Public Utility Holding Company Act of
1935, as amended.

         7.12 No Material Adverse Financial Change. There has been no Material
Adverse Financial Change in the condition of the General Partner since the last
date on which the financial and/or operating statements were submitted to the
Lenders.

         7.13 Financial Information. All financial statements furnished to the
Lenders by or on behalf of the General Partner and all other financial
information and data furnished by or on behalf of the General Partner to the
Lenders are complete and correct in all material respects as of the date
thereof, and such financial statements have been prepared in accordance with
GAAP and fairly present the consolidated financial condition and results of
operations of the General Partner as of such date. The General Partner has no
contingent obligations, liabilities for taxes or



                                      -55-
<PAGE>

other outstanding financial obligations which are material in the aggregate,
except as disclosed in such statements, information and data.

         7.14 Factual Information. All factual information heretofore or
contemporaneously furnished by or on behalf of the General Partner to the
Lenders for purposes of or in connection with this Agreement and the other Loan
Documents and the transactions contemplated therein is, and all other such
factual information hereafter furnished by or on behalf of the General Partner
to the Lenders will be, true and accurate in all material respects (taken as a
whole) on the date as of which such information is dated or certified and not
incomplete by omitting to state any material fact necessary to make such
information (taken as a whole) not misleading at such time.

         7.15 ERISA. (i) General Partner is not an entity deemed to hold "plan
assets" within the meaning of ERISA or any regulations promulgated thereunder of
an employee benefit plan (as defined in Section 3(3) of ERISA) which is subject
to Title I of ERISA or any plan within the meaning of Section 4975 of the Code,
and (ii) the execution of this Agreement and the transactions contemplated
hereunder do not give rise to a prohibited transaction within the meaning of
Section 406 of ERISA or Section 4975 of the Code.

         7.16 Taxes. All required tax returns have been filed by the General
Partner with the appropriate authorities except to the extent that extensions of
time to file have been requested, granted and have not expired or except to the
extent such taxes are being contested in good faith and for which adequate
reserves, in accordance with GAAP, are being maintained.

         7.17 No Brokers. General Partner has dealt with no brokers in
connection with this Facility, and no brokerage fees or commissions are payable
by or to any Person in connection with this Agreement or the Advances. Lenders
shall not be responsible for the payment of any fees or commissions to any
broker and General Partner shall indemnify, defend and hold Lender harmless from
and against any claims, liabilities, obligations, damages, costs and expenses
(including reasonable attorneys' fees and disbursements) made against or
incurred by Lender as a result of claims made or actions instituted by any
broker or Person claiming by, through or under the General Partner in connection
with the Facility.

         7.18 Subsidiaries. Schedule 7.18 hereto contains an accurate list of
all of the presently existing Subsidiaries of General Partner, setting forth
their respective jurisdictions of formation, the percentage of their respective
Capital Stock owned by it or its Subsidiaries and the Properties owned by them.
All of the issued and outstanding shares of Capital Stock of such Subsidiaries
have been duly authorized and issued and are fully paid and non-assessable.

         7.19 Status. General Partner is a corporation listed and in good
standing on the New York Stock Exchange ("NYSE") and is currently qualified as a
real estate investment trust under the Code.

         General Partner agrees that all of its representations and warranties
set forth in Article VII of this Agreement and elsewhere in this Agreement are
true on the Agreement Execution Date, and will be true on each Effective Date in
all material respects (except with respect to matters which have been disclosed
in writing to and approved by the Required



                                      -56-
<PAGE>

Lenders), and will be true in all material respects (except with respect to
matters which have been disclosed in writing to and approved by the Required
Lenders) upon each request for disbursement of an Advance, provided that the
General Partner shall only be obligated to update any Schedules referred to in
this Article VII on a quarterly basis, along with the quarterly financial
statements required under Section 8.2(i), unless any change otherwise required
to be disclosed could reasonably be expected to have a Material Adverse Effect.
Each request for disbursement hereunder shall constitute a reaffirmation of such
representations and warranties as deemed modified in accordance with the
disclosures made and approved, as aforesaid, as of the date of such request and
disbursement.

                                  Article VIII.

                              AFFIRMATIVE COVENANTS

         The Borrower (and the General Partner, if expressly included in
Sections contained in this Article) covenant and agree that so long as the
Commitment of any Lender shall remain available and until the full and final
payment of all Obligations incurred under the Loan Documents they will:

         8.1 Notices. Promptly give written notice to Administrative Agent (who
will promptly send such notice to Lenders) of:

                  (a) all litigation or arbitration proceedings affecting the
         Borrower, the General Partner or any Subsidiary where the amount
         claimed is $5,000,000 or more;

                  (b) any Default or Event of Default, specifying the nature and
         the period of existence thereof and what action has been taken or been
         proposed to be taken with respect thereto;

                  (c) all claims filed against any property owned by the
         Borrower or the General Partner which, if adversely determined, could
         have a Material Adverse Effect on the ability of the Borrower or the
         General Partner to meet any of their obligations under the Loan
         Documents;

                  (d) the occurrence of any other event which might have a
         Material Adverse Effect or cause a Material Adverse Financial Change on
         or with respect to the Borrower or the General Partner;

                  (e) any Reportable Event or any "prohibited transaction" (as
         such term is defined in Section 4975 of the Code) in connection with
         any Plan or any trust created thereunder, which may, singly or in the
         aggregate materially impair the ability of the Borrower or the General
         Partner to repay any of its obligations under the Loan Documents,
         describing the nature of each such event and the action, if any, the
         Borrower or the General Partner, as the case may be, proposes to take
         with respect thereto;



                                      -57-
<PAGE>

                  (f) any notice from any federal, state, local or foreign
         authority regarding any Hazardous Material, asbestos, or other
         environmental condition, proceeding, order, claim or violation
         affecting any of the Properties.

         8.2 Financial Statements, Reports, Etc. The Borrower and the General
Partner each shall maintain, for itself and each Subsidiary, a system of
accounting established and administered in accordance with GAAP, and shall
furnish to the Lenders:

                           (i) quarterly financial statements (including a
                  balance sheet income statement and cash flow statement) and
                  related reports in form and substance satisfactory to the
                  Lenders not later than 45 days after the end of each of the
                  first three fiscal quarters, and not later than ninety (90)
                  days after the end of each fiscal year, all certified by
                  Borrower's chief financial officer or chief accounting
                  officer, including a statement of Funds From Operations for
                  the General Partner, calculation of the financial covenants
                  described below, a description of Unencumbered Assets, a
                  listing of capital expenditures (in the level of detail as
                  currently disclosed in Borrower's "Supplemental Information"),
                  a report listing and describing all newly acquired Properties,
                  including their cash flow, cost and secured or unsecured
                  Indebtedness assumed in connection with such acquisition, if
                  any, summary Property information for all Properties,
                  including, without limitation, their Property Operating
                  Income, occupancy rates, square footage, property type and
                  date acquired or built, and such other information as may be
                  requested to evaluate the quarterly compliance certificate
                  delivered as provided below;

                           (ii) copies of all Form 10-Ks, 10-Qs, 8-Ks, and any
                  other public information filed with the Securities Exchange
                  Commission by Borrower or the General Partner once a quarter
                  simultaneously with delivering the compliance certificate
                  described below, along with any other materials distributed to
                  the shareholders of the General Partner or the partners of the
                  Borrower from time to time, including a copy of the General
                  Partner's annual report. To the extent any of such reports
                  contains information required under the other subsections of
                  this Section 8.2, the information need not be furnished
                  separately under the other subsections;

                           (iii) not later than forty-five (45) days after the
                  end of the first three fiscal quarters, and not later than
                  ninety (90) days after the end of the fiscal year, a report
                  certified by the entity's chief financial officer or chief
                  accounting officer, containing Property Operating Income from
                  individual properties owned by the Borrower or a Wholly-Owned
                  Subsidiary and included as Unencumbered Assets.

                           (iv) Not later than forty-five (45) days after the
                  end of each of the first three fiscal quarters, and not later
                  than ninety (90) days after the end of the fiscal year, a
                  compliance certificate in substantially the form of Exhibit H
                  hereto signed by the Borrower's chief financial officer or
                  chief accounting officer confirming that Borrower is in
                  compliance with all of the covenants of the Loan Documents,



                                      -58-
<PAGE>

                  showing the calculations and computations necessary to
                  determine compliance with the financial covenants contained in
                  this Agreement (including such schedules and backup
                  information as may be necessary to demonstrate such
                  compliance) and stating that to such officer's best knowledge,
                  there is no other Default or Event of Default exists, or if
                  any Default or Event of Default exists, stating the nature and
                  status thereof;

                           (v) As soon as possible and in any event within 10
                  Business Days after the Borrower knows that any Reportable
                  Event has occurred with respect to any Plan, a statement,
                  signed by the chief financial officer of Borrower, describing
                  said Reportable Event and within 20 days after such Reportable
                  Event, a statement signed by such chief financial officer
                  describing the action which Borrower proposes to take with
                  respect thereto; and (b) within 10 Business Days of receipt,
                  any notice from the Internal Revenue Service, PBGC or
                  Department of Labor with respect to a Plan regarding any
                  excise tax, proposed termination of a Plan, prohibited
                  transaction or fiduciary violation under ERISA or the Code
                  which could result in any liability to Borrower or any member
                  of the Controlled Group in excess of $100,000; and (c) within
                  10 Business Days of filing, any Form 5500 filed by Borrower
                  with respect to a Plan, or any member of the Controlled Group
                  which includes a qualified accountant's opinion.

                           (vi) As soon as possible and in any event within 30
                  days after receipt by the Borrower, a copy of (a) any notice
                  or claim to the effect that the Borrower or any of its
                  Subsidiaries is or may be liable to any Person as a result of
                  the release by such entity, or any of its Subsidiaries, or any
                  other Person of any toxic or hazardous waste or substance into
                  the environment, and (b) any notice alleging any violation of
                  any federal, state or local environmental, health or safety
                  law or regulation by the Borrower or any of its Subsidiaries
                  or Investment Affiliates, which, in either case, could be
                  reasonably likely to have a Material Adverse Effect;

                           (vii) Promptly upon the furnishing thereof to the
                  shareholders of the Borrower, copies of all financial
                  statements, reports and proxy statements so furnished;

                           (viii) Promptly upon the distribution thereof to the
                  press or the public, copies of all press releases;

                           (ix) As soon as possible, and in any event within 10
                  days after the Borrower knows of any fire or other casualty or
                  any pending or threatened condemnation or eminent domain
                  proceeding with respect to all or any material portion of any
                  Unencumbered Asset, a statement signed by the Chief Financial
                  Officer of Borrower, describing such fire, casualty or
                  condemnation and the action Borrower intends to take with
                  respect thereto; and



                                      -59-
<PAGE>

                           (x) Such other information (including, without
                  limitation, non-financial information) as the Administrative
                  Agent or any Lender may from time to time reasonably request.

         8.3 Existence and Conduct of Operations. Except as permitted herein,
maintain and preserve its existence and all rights, privileges and franchises
now enjoyed and necessary for the operation of its business, including remaining
in good standing in each jurisdiction in which business is currently operated.
The Borrower and the General Partner shall carry on and conduct their respective
businesses in substantially the same manner and in substantially the same fields
of enterprise as presently conducted. The Borrower will do, and will cause each
of its Subsidiaries to do, all things necessary to remain duly incorporated
and/or duly qualified, validly existing and in good standing as a real estate
investment trust, corporation, general partnership, limited liability company or
limited partnership, as the case may be, in its jurisdiction of
incorporation/formation. The Borrower will maintain all requisite authority to
conduct its business in each jurisdiction in which the Properties are located
and, except where the failure to be so qualified would not have a Material
Adverse Effect, in each jurisdiction required to carry on and conduct its
businesses in substantially the same manner as it is presently conducted, and,
specifically, neither the Borrower nor its Subsidiaries will undertake any
business other than the acquisition, development, ownership, management,
operation and leasing of industrial properties and ancillary businesses
specifically related thereto, except that the Borrower and its Subsidiaries and
Investment Affiliates may invest in other assets subject to the certain
limitations contained herein with respect to the following specified categories
of assets: (i) Unimproved Land; (ii) other property holdings (excluding cash,
Cash Equivalents, non-industrial Properties and Indebtedness of any Subsidiary
to the Borrower); (iii) stock holdings other than in Subsidiaries; (iv)
mortgages; and (v) joint ventures and partnerships. The total investment in any
one of categories (i), (ii), (iii), (iv) or (v) shall not exceed 10% of Implied
Capitalization Value and the total investment in all the foregoing investment
categories in the aggregate shall be less than or equal to twenty percent (20%)
of Market Value Net Worth. In addition to the foregoing restrictions,
investments in Unimproved Land which is not adjacent to existing improvements
and not under active planning for near term development as evidenced to the
reasonable satisfaction of Administrative Agent shall not exceed in the
aggregate 5% of Implied Capitalization Value, and no single industrial property
shall exceed 5% of Implied Capitalization Value. For the purposes of this
Section 8.3, all investments shall be valued in accordance with GAAP.

         8.4 Maintenance of Properties. Maintain, preserve, protect and keep the
Properties in good repair, working order and condition, and make all necessary
and proper repairs, renewals and replacements, normal wear and tear excepted.

         8.5 Insurance. Provide a certificate of insurance from all insurance
carriers who maintain policies with respect to the Properties within thirty (30)
days after the end of each fiscal year, evidencing that the insurance required
to be furnished to Lenders pursuant to Section 5.1(j) hereof is in full force
and effect. Borrower shall timely pay, or cause to be paid, all premiums on all
insurance policies required under this Agreement from time to time. Borrower
shall promptly notify its insurance carrier or agent therefor (with a copy of
such notification being provided



                                      -60-
<PAGE>

simultaneously to Administrative Agent) if there is any occurrence which, under
the terms of any insurance policy then in effect with respect to the Properties,
requires such notification.

         8.6 Payment of Obligations. Pay all taxes, assessments, governmental
charges and other obligations when due, except such as may be contested in good
faith or as to which a bona fide dispute may exist, and for which adequate
reserves have been provided in accordance with sound accounting principles used
by Borrower on the date hereof.

         8.7 Compliance with Laws. Comply in all material respects with all
applicable laws, rules, regulations, orders and directions of any governmental
authority having jurisdiction over Borrower, General Partner, or any of their
respective businesses.

         8.8 Adequate Books. Maintain adequate books, accounts and records in
order to provide financial statements in accordance with GAAP and, if requested
by any Lender, permit employees or representatives of such Lender at any
reasonable time and upon reasonable notice to inspect and audit the properties
of Borrower and of the Consolidated Operating Partnership, and to examine or
audit the inventory, books, accounts and records of each of them and make copies
and memoranda thereof.

         8.9 ERISA. Comply in all material respects with all requirements of
ERISA applicable to it with respect to each Plan.

         8.10 Maintenance of Status. General Partner shall at all times (i)
remain as a corporation listed and in good standing on the New York Stock
Exchange (NYSE), and (ii) take all steps maintain General Partner's status as a
real estate investment trust in compliance with all applicable provisions of the
Code (unless otherwise consented to by the Required Lenders).

         8.11 Use of Proceeds. Use the proceeds of the Facility for the general
business purposes of the Borrower, including without limitation working capital
needs, closing costs, interim funding for property acquisitions and construction
of new industrial properties, and/or payment of other debts and obligations of
Borrower.

         8.12 Pre-Acquisition Environmental Investigations. Cause to be prepared
prior to the acquisition of each project that it intends to acquire an
environmental report pursuant to a standard scope of work consistent with that
used by other institutional buyers of similar properties.

         8.13 Distributions. Provided there is no Monetary Default then existing
and provided there is not an Event of Default relating to a breach of the
financial covenants contained in Section 9.10 below, the General Partner may
make distributions to its shareholders provided that the aggregate amount of
distributions in any period of four consecutive fiscal quarters is not in excess
of 95% of its Funds From Operations for such period. Notwithstanding the
foregoing, unless at the time of distribution there is a Monetary Default, the
General Partner shall be permitted at all times to distribute whatever amount is
necessary to maintain its tax status as a real estate investment trust.



                                      -61-
<PAGE>

                                   Article IX.

                               NEGATIVE COVENANTS

         The Borrower covenants and agrees that, so long as the Commitment shall
remain available and until full and final payment of all obligations incurred
under the Loan Documents, without the prior written consent of either all of the
Lenders pursuant to Section 14.13(a)(vii) or the consent of the Required Lenders
in all other cases, it will not, and the General Partner will not and, in the
case of Sections 9.5 and 9.11, Borrower's Subsidiaries will not:

         9.1 Change in Business. Engage in any business activities or operations
other than (i) the ownership and operation of the Properties, or (ii) other
business functions and transactions related to the financing, ownership,
acquisition, development and/or management of bulk warehouse and light
industrial properties, or without obtaining the prior written consent of the
Required Lenders materially change the nature of the use of the Properties.

         9.2 Change of Management of Properties. Change the management of the
Properties, except that any Affiliate of Borrower or the General Partner shall
be permitted to manage any of the Properties.

         9.3 Change of Borrower Ownership. Allow (i) the General Partner to own
less than fifty-one percent (51%) of the partnership interests in Borrower or
100% of the stock in FIMC, (ii) the Borrower to be controlled by a Person other
than the General Partner, (iii) any pledge of, other encumbrance on, or
conversion to limited partnership interests of, any of the general partnership
interests in the Borrower, or (iv) any pledge, hypothecation, encumbrance,
transfer or other change in the ownership or the partnership interests in the
Mortgage Partnership (except for the pledge of such partnership interests to the
REMIC Lender).

         9.4 Use of Proceeds. Apply or permit to be applied any proceeds of any
Advance directly or indirectly, to the funding of any purchase of, or offer for,
any share of capital stock of any publicly held corporation unless the board of
directors of such corporation has consented to such offer prior to any public
announcements relating thereto and the Lenders have consented to such use of the
proceeds of the Facility.

         9.5 Transfers of Unencumbered Assets. Transfer or otherwise dispose of
(other than the creation or incurrence of Liens permitted under Section 9.6) an
Unencumbered Asset without the prior written consent of the Required Lenders if
the Value of such Unencumbered Asset, together with the Value of any other
Unencumbered Assets which have been transferred or disposed of during the
then-current fiscal quarter and the immediately preceding three (3) full fiscal
quarters, would exceed twenty percent (20%) of the sum of the Value of
Unencumbered Assets at the beginning of such period plus the increase therein as
a result of all Projects added to Unencumbered Assets during such period,
provided that such percentage shall be increased to twenty-five percent (25%)
for such period if the aggregate Value of Unencumbered Assets in the Exit
Markets which are sold during such period exceeds five percent (5%) of such sum.



                                      -62-
<PAGE>

         9.6 Liens. Create, incur, or suffer to exist (or permit any of its
Subsidiaries to create, incur, or suffer to exist) any Lien in, of or on the
Property of any member of the Consolidated Operating Partnership other than:

                           (i) Liens for taxes, assessments or governmental
                  charges or levies on their Property if the same shall not at
                  the time be delinquent or thereafter can be paid without
                  penalty, or are being contested in good faith and by
                  appropriate proceedings and for which adequate reserves shall
                  have been set aside on their books;

                           (ii) Liens which arise by operation of law, such as
                  carriers', warehousemen's, landlords', materialmen and
                  mechanics' liens and other similar liens arising in the
                  ordinary course of business which secure payment of
                  obligations not more than 30 days past due or which are being
                  contested in good faith by appropriate proceedings and for
                  which adequate reserves shall have been set aside on its
                  books;

                           (iii) Liens arising out of pledges or deposits under
                  worker's compensation laws, unemployment insurance, old age
                  pensions, or other social security or retirement benefits, or
                  similar legislation;

                           (iv) Utility easements, building restrictions, zoning
                  restrictions, easements and such other encumbrances or charges
                  against real property as are of a nature generally existing
                  with respect to properties of a similar character and which do
                  not in any material way affect the marketability of the same
                  or interfere with the use thereof in the business of the
                  Borrower or its Subsidiaries;

                           (v) Liens of any Subsidiary in favor of the Borrower
                  or General Partner; and

                           (vi) Liens arising in connection with any
                  Indebtedness permitted hereunder to the extent such Liens will
                  not result in a violation of any of the provisions of this
                  Agreement.

Liens permitted pursuant to this Section 9.6 shall be deemed to be "Permitted
Liens".

         9.7 Regulation U. Use any of the proceeds of the Facility in a manner
which would cause the Facility to be treated as a "Purpose Credit."

         9.8 Indebtedness and Cash Flow Covenants. Permit or suffer:

                  (a) as of the last day of any fiscal quarter, the ratio of (A)
         the sum of (1) EBITDA of the Consolidated Operating Partnership plus
         (2) interest income (other than any interest income from assets being
         used to support Defeased REMIC Debt) to (B) the sum of (1) Debt Service
         plus, without duplication, (2) all payments on account of preferred
         stock or preferred partnership units of any member of the Consolidated
         Operating Partnership for such quarter plus (3) all ground lease
         payments due from any



                                      -63-
<PAGE>

         member of the Consolidated Operating Partnership to the extent not
         deducted as an expense in calculating EBITDA of the Consolidated
         Operating Partnership, to be less than 1.75 to 1.0, based on
         annualizing the results of such fiscal quarter;

                  (b) as of any day, Consolidated Total Indebtedness to exceed
         55% of Implied Capitalization Value of the Consolidated Operating
         Partnership;

                  (c) as of any day, Indebtedness which does not bear interest
         at a fixed rate or is not subject to interest rate protection products
         reasonably approved by the Administrative Agent to exceed, in the
         aggregate, twenty percent (20%) of the Implied Capitalization Value of
         the Consolidated Operating Partnership.

                  (d) as of any day, the ratio of Value of Unencumbered Assets
         to outstanding Consolidated Senior Unsecured Debt to be less than 1.75;

                  (e) as of the last day of any fiscal quarter, the ratio
         obtained by dividing (a) Property Operating Income from Unencumbered
         Assets qualifying for inclusion in the calculation of Value of
         Unencumbered Assets for such quarter by (b) Debt Service on all
         Consolidated Senior Unsecured Debt for such quarter to be less than
         1.75 to 1;

                  (f) as of any day, Consolidated Secured Debt to exceed 35% of
         Implied Capitalization Value of the Consolidated Operating Partnership;

                  (g) as of the last day of any fiscal quarter, Market Value Net
         Worth of the Consolidated Operating Partnership to be less than the sum
         of (i) $1,400,000,000 plus (ii) seventy-five percent (75%) of the
         aggregate proceeds received (net of customary related fees and
         expenses) in connection with any equity offering (including any
         issuance of shares in the General Partner or units in the Borrower)
         after June 30, 2002.

To the extent the Consolidated Operating Partnership has Defeased REMIC Debt,
both the underlying debt and interest payable thereon and the financial assets
used to defease such debt and interest earned thereon shall be excluded from
calculations of the foregoing financial covenants.

         9.9 Mergers and Dispositions. Enter into any merger, consolidation,
reorganization or liquidation or transfer or otherwise dispose of all or a
substantial portion of its properties, except for: such transactions that occur
between wholly-owned Subsidiaries; transactions where Borrower and the General
Partner are the surviving entities and there is no change in business conducted
or loss of an investment grade credit rating, and no Default or Event of Default
under the Loan Documents results from such transaction; or as otherwise approved
in advance by the Lenders. Borrower will notify the Administrative Agent (who
will promptly notify Lenders) of any acquisitions, dispositions, mergers or
asset purchases involving assets valued in excess of 10% of the Consolidated
Operating Partnership's then-current Market Value Net Worth and certify
compliance with covenants after giving effect to such proposed acquisition,
disposition, merger, or asset purchase regardless of whether any consent is
required.



                                      -64-
<PAGE>

         9.10 Negative Pledge. Borrower agrees that throughout the term of this
Facility, no "negative pledge" on any Project then included in Unencumbered
Assets restricting Borrower's (or wholly-owned Subsidiary's) right to sell or
encumber such Project shall be given to any other lender or creditor or, if such
a "negative pledge" is given, the Project affected shall be immediately excluded
from Unencumbered Assets.

         9.11 Maximum Revenue from Single Tenant. Permit the rent revenue
(exclusive of tenant reimbursements) received from a single tenant during any
quarter (as annualized), to exceed 7.5% of the Consolidated Operating
Partnership's total rent revenue (as annualized) as of the last day of such
quarter, except where the Consolidated Operating Partnership's noncompliance
arises from a merger of tenants or other causes outside of the Consolidated
Operating Partnership's control.

         9.12 Issuance of Senior Preferred Stock. Issue any Senior Preferred
Stock without the prior written consent of the Required Lenders.

                                   Article X.

                                    DEFAULTS

         The occurrence of any one or more of the following events shall
constitute an Event of Default:

         10.1 Nonpayment of Principal. The Borrower fails to pay any principal
portion of the Obligations when due, whether on the Maturity Date or otherwise.

         10.2 Certain Covenants. The Borrower, General Partner and/or
Consolidated Operating Partnership, as the case may be, is not in compliance
with any one or more of Sections 8.10, 8.13, 9.3, 9.4, 9.5, 9.6, 9.8, 9.9, 9.10
or 9.11 hereof.

         10.3 Nonpayment of Interest and Other Obligations. The Borrower fails
to pay any interest or other portion of the Obligations, other than payments of
principal, and such failure continues for a period of five (5) days after the
date such payment is due.

         10.4 Cross Default. Any monetary default occurs (after giving effect to
any applicable cure period) under any other Indebtedness (which includes
liability under Guaranties) of Borrower or the General Partner, singly or in the
aggregate, in excess of Ten Million Dollars ($10,000,000), other than (i)
Indebtedness arising from the purchase of personal property or the provision of
services, the amount of which is being contested by Borrower or (ii)
Indebtedness (other than the Second REMIC Loan which is the subject of Section
10.13 below) which is "non-recourse", i.e., which is not recoverable by the
creditor thereof from the general assets of the Borrower, the General Partner or
any of their Affiliates, but is limited to the proceeds of certain real estate,
improvements and related personal property.

         10.5 Loan Documents. Any Loan Document is not in full force and effect
or a default has occurred and is continuing thereunder after giving effect to
any cure or grace period in any such document.



                                      -65-
<PAGE>

         10.6 Representation or Warranty. At any time or times hereafter any
representation or warranty set forth in Articles VI or VII of this Agreement or
in any other Loan Document or in any statement, report or certificate now or
hereafter made by the Borrower or the General Partner to the Lenders or the
Administrative Agent is not true and correct in any material respect.

         10.7 Covenants, Agreements and Other Conditions. The Borrower or the
General Partner fails to perform or observe any of the other covenants,
agreements and conditions contained in Articles VIII and IX (except for Sections
8.10, 8.13, 9.3, 9.4, 9.5, 9.6, 9.8, 9.9, 9.10 or 9.11 hereof) and elsewhere in
this Agreement or any of the other Loan Documents in accordance with the terms
hereof or thereof, not specifically referred to herein, and such Default
continues unremedied for a period of thirty (30) days after written notice from
Administrative Agent, provided, however, that if such Default is susceptible of
cure but cannot by the use of reasonable efforts be cured within such thirty
(30) day period, such Default shall not constitute an Event of Default under
this Section 10.7 so long as (i) the Borrower or the General Partner, as the
case may be, has commenced a cure within such thirty-day period and (ii)
thereafter, Borrower or General Partner, as the case may be, is proceeding to
cure such default continuously and diligently and in a manner reasonably
satisfactory to Lenders and (iii) such default is cured not later than sixty
(60) days after the expiration of such thirty (30) day period.

         10.8 No Longer General Partner. The General Partner shall no longer be
the sole general partner of Borrower.

         10.9 Material Adverse Financial Change. The Borrower or General Partner
has suffered a Material Adverse Financial Change or is Insolvent.

         10.10 Bankruptcy.

                  (a) The General Partner, the Borrower or any Subsidiary having
         more than $10,000,000 of Equity Value (as defined below) shall (i) have
         an order for relief entered with respect to it under the Federal
         bankruptcy laws as now or hereafter in effect, (ii) make an assignment
         for the benefit of creditors, (iii) apply for, seek, consent to, or
         acquiesce in, the appointment of a receiver, custodian, trustee,
         examiner, liquidator or similar official for it or any substantial
         portion of its Property, (iv) institute any proceeding seeking an order
         for relief under the Federal bankruptcy laws as now or hereafter in
         effect or seeking to adjudicate it as a bankrupt or insolvent, or
         seeking dissolution, winding up, liquidation, reorganization,
         arrangement, adjustment or composition of it or its debts under any law
         relating to bankruptcy, insolvency or reorganization or relief of
         debtors or fail to file an answer or other pleading denying the
         material allegations of any such proceeding filed against it, (v) take
         any corporate action to authorize or effect any of the foregoing
         actions set forth in this Section 10.10(a), (vi) fail to contest in
         good faith any appointment or proceeding described in Section 10.10(b)
         or (vii) not pay, or admit in writing its inability to pay, its debts
         generally as they become due. As used herein, the term "Equity Value"
         of a Subsidiary shall mean (1) Property Operating Income of such
         Subsidiary's Properties owned as of the Agreement Execution Date
         capitalized at a 10.5% rate, plus (2) the purchase price of any of such
         Subsidiary's



                                      -66-
<PAGE>

         Properties acquired after the Agreement Execution Date less (3) any
         Indebtedness of such Subsidiary;

                  (b) A receiver, trustee, examiner, liquidator or similar
         official shall be appointed for the General Partner, Borrower or any
         Subsidiary having more than $10,000,000 of Equity Value or any
         substantial portion of any of their Properties, or a proceeding
         described in Section 10.10(a)(iv) shall be instituted against the
         General Partner, the Borrower or any such Subsidiary and such
         appointment continues undischarged or such proceeding continues
         undismissed or unstayed for a period of sixty (60) consecutive days.

         10.11 Legal Proceedings. Borrower or General Partner is enjoined,
restrained or in any way prevented by any court order or judgment or if a notice
of lien, levy, or assessment is filed of record with respect to all or any part
of the Properties by any governmental department, office or agency, which could
materially adversely affect the performance of the obligations of such parties
hereunder or under the Loan Documents, as the case may be, or if any proceeding
is filed or commenced seeking to enjoin, restrain or in any way prevent the
foregoing parties from conducting all or a substantial part of their respective
business affairs and failure to vacate, stay, dismiss, set aside or remedy the
same within ninety (90) days after the occurrence thereof.

         10.12 ERISA. Borrower or General Partner is deemed to hold "plan
assets" within the meaning of ERISA or any regulations promulgated thereunder of
an employee benefit plan (as defined in Section 3(3) of ERISA) which is subject
to Title I of ERISA or any plan (within the meaning of Section 4975 of the
Code).

         10.13 Second REMIC Loan. Any "Event of Default" (as such term is
defined in the Second REMIC Loan Agreement) occurs under the Second REMIC Loan
Agreement with respect to the Second REMIC Loan.

         10.14 Failure to Satisfy Judgments. The General Partner, the Borrower
or any of its Subsidiaries shall fail within sixty (60) days to pay, bond or
otherwise discharge any judgments or orders for the payment of money in an
amount which, when added to all other judgments or orders outstanding against
the General Partner, the Borrower or any Subsidiary would exceed $10,000,000 in
the aggregate, which have not been stayed on appeal or otherwise appropriately
contested in good faith, unless the liability is insured against and the insurer
has not challenged coverage of such liability.

         10.15 Environmental Remediation. Failure to remediate within the time
period required by law or governmental order, (or within a reasonable time in
light of the nature of the problem if no specific time period is so
established), environmental problems in violation of applicable law related to
Properties of Borrower and/or its Subsidiaries where the estimated cost of
remediation is in the aggregate in excess of $20,000,000, in each case after all
administrative hearings and appeals have been concluded.



                                      -67-
<PAGE>

                                   Article XI.

                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

         11.1 Acceleration. If any Event of Default described in Section 10.10
hereof occurs, the obligation of the Lenders to make Advances and of the Issuing
Bank to issue Facility Letters of Credit hereunder shall automatically terminate
and the Obligations shall immediately become due and payable. If any other Event
of Default described in Article X hereof occurs, such obligation to make
Advances and to issue Facility Letters of Credit shall be terminated and at the
election of the Required Lenders, the Obligations may be declared to be due and
payable.

         In addition to the foregoing, following the occurrence of an Event of
Default and so long as any Facility Letter of Credit has not been fully drawn
and has not been cancelled or expired by its terms, upon demand by the Required
Lenders the Borrower shall deposit in the Letter of Credit Collateral Account
cash in an amount equal to the aggregate undrawn face amount of all outstanding
Facility Letters of Credit and all fees and other amounts due or which may
become due with respect thereto. The Borrower shall have no control over funds
in the Letter of Credit Collateral Account, which funds shall be invested by the
Administrative Agent from time to time in its discretion in certificates of
deposit of Bank One having a maturity not exceeding thirty (30) days. Such funds
shall be promptly applied by the Administrative Agent to reimburse the Issuing
Bank for drafts drawn from time to time under the Facility Letters of Credit and
to pay any fees or other amounts due with respect thereto. Such funds, if any,
remaining in the Letter of Credit Collateral Account following the payment of
all Obligations in full shall, unless the Administrative Agent is otherwise
directed by a court of competent jurisdiction, be promptly paid over to the
Borrower.

         11.2 Preservation of Rights; Amendments. No delay or omission of the
Lenders in exercising any right under the Loan Documents shall impair such right
or be construed to be a waiver of any Default or an acquiescence therein, and
the making of an Advance notwithstanding the existence of a Default or the
inability of the Borrower to satisfy the conditions precedent to such Advance
shall not constitute any waiver or acquiescence. Any single or partial exercise
of any such right shall not preclude other or further exercise thereof or the
exercise of any other right, and no waiver, amendment or other variation of the
terms, conditions or provisions of the Loan Documents whatsoever shall be valid
unless in writing signed by the Administrative Agent and the number of Lenders
required hereunder and then only to the extent in such writing specifically set
forth. All remedies contained in the Loan Documents or by law afforded shall be
cumulative and all shall be available to the Lenders until the Obligations have
been paid in full.

                                  Article XII.

                            THE ADMINISTRATIVE AGENT

         12.1 Appointment. Bank One, NA is hereby appointed by each of the
Lenders as its contractual representative (herein referred to as the
"Administrative Agent") hereunder and under each other Loan Document, and each
of the Lenders irrevocably authorizes the Administrative



                                      -68-
<PAGE>

Agent to act as the contractual representative of such Lender with the rights
and duties expressly set forth herein and in the other Loan Documents. The
Administrative Agent agrees to act as such contractual representative upon the
express conditions contained in this Article XII. Notwithstanding the use of the
defined term "Administrative Agent," it is expressly understood and agreed that
the Administrative Agent shall not have any fiduciary responsibilities to any
Lender by reason of this Agreement or any other Loan Document and that the
Administrative Agent is merely acting as the contractual representative of the
Lenders with only those duties as are expressly set forth in this Agreement and
the other Loan Documents. In its capacity as the Lenders' contractual
representative, the Administrative Agent (i) does not hereby assume any
fiduciary duties to any of the Lenders, (ii) is a "representative" of the
Lenders within the meaning of the term "secured party" as defined in the
Illinois Uniform Commercial Code and (iii) is acting as an independent
contractor, the rights and duties of which are limited to those expressly set
forth in this Agreement and the other Loan Documents. Each of the Lenders hereby
agrees to assert no claim against the Administrative Agent on any agency theory
or any other theory of liability for breach of fiduciary duty, all of which
claims each Lender hereby waives.

         12.2 Powers. The Administrative Agent shall have and may exercise such
powers under the Loan Documents as are specifically delegated to the
Administrative Agent by the terms of each thereof, together with such powers as
are reasonably incidental thereto. The Administrative Agent shall have no
implied duties to the Lenders, or any obligation to the Lenders to take any
action thereunder except any action specifically provided by the Loan Documents
to be taken by the Administrative Agent.

         12.3 General Immunity. Neither the Administrative Agent (in its
capacity as Administrative Agent) nor any of its directors, officers, agents or
employees shall be liable to the Borrower, the Lenders or any Lender for any
action taken or omitted to be taken by it or them hereunder or under any other
Loan Document or in connection herewith or therewith, except for its or their
own gross negligence or willful misconduct. Subject to the express terms hereof,
the Administrative Agent will, unless otherwise instructed as described in
Section 12.5, endeavor to administer the Facility in substantially the same
manner as it administers similar credit facilities held for its own account.

         12.4 No Responsibility for Loans, Recitals, etc. Neither the
Administrative Agent (in its capacity as Administrative Agent) nor any of its
directors, officers, agents or employees shall be responsible for or have any
duty to ascertain, inquire into, or verify (i) any statement, warranty or
representation made in connection with any Loan Document or any borrowing
hereunder; (ii) the performance or observance of any of the covenants or
agreements of any obligor under any Loan Document; (iii) the satisfaction of any
condition specified in Article V, except receipt of items required to be
delivered to the Administrative Agent; or (iv) the validity, effectiveness or
genuineness of any Loan Document or any other instrument or writing furnished in
connection therewith. The Administrative Agent shall have no duty to disclose to
the Lenders information that is not required to be furnished by the Borrower to
the Agent (either in its capacity as Administrative Agent or in its individual
capacity).

         12.5 Action on Instructions of Lenders. The Administrative Agent shall
in all cases be fully protected in acting, or in refraining from acting,
hereunder and under any other Loan



                                      -69-
<PAGE>

Document in accordance with written instructions signed by the Required Lenders
or all Lenders, as the case may be, and such instructions and any action taken
or failure to act pursuant thereto shall be binding on all of the Lenders and on
all holders of Notes. The Administrative Agent shall be fully justified in
failing or refusing to take any action hereunder and under any other Loan
Document unless it shall be indemnified to its satisfaction by the Lenders pro
rata against any and all liability, cost and expense that it may incur by reason
of taking or continuing to take any such action.

         12.6 Employment of Administrative Agents and Counsel. The
Administrative Agent may execute any of its duties as Administrative Agent
hereunder and under any other Loan Document by or through employees, agents, and
attorneys-in-fact and shall not be answerable to the Lenders, except as to money
or securities received by it or its authorized agents, for the default or
misconduct of any such agents or attorneys-in-fact selected by it with
reasonable care. The Administrative Agent shall be entitled to advice of counsel
concerning all matters pertaining to the agency hereby created and its duties
hereunder and under any other Loan Document.

         12.7 Reliance on Documents; Counsel. The Administrative Agent shall be
entitled to rely upon any Note, notice, consent, certificate, affidavit, letter,
telegram, statement, paper or document believed by it to be genuine and correct
and to have been signed or sent by the proper person or persons, and, in respect
to legal matters, upon the opinion of outside counsel selected by the
Administrative Agent.

         12.8 Administrative Agent's Reimbursement and Indemnification. The
Lenders agree to reimburse and indemnify the Administrative Agent ratably in
accordance with their respective Percentages (i) for any amounts not reimbursed
by the Borrower for which the Administrative Agent is entitled to reimbursement
by the Borrower under the Loan Documents, (ii) for any other reasonable expenses
incurred by the Administrative Agent on behalf of the Lenders, in connection
with the preparation, execution, delivery, administration and enforcement of the
Loan Documents, if not paid by Borrower, and (iii) for any liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind and nature whatsoever which may be imposed
on, incurred by or asserted against the Administrative Agent (in its capacity as
Administrative Agent and not as a Lender) in any way relating to or arising out
of the Loan Documents or any other document delivered in connection therewith or
the transactions contemplated thereby, or the enforcement of any of the terms
thereof or of any such other documents, provided that no Lender shall be liable
for any of the foregoing to the extent they arise from the gross negligence or
willful misconduct of the Administrative Agent.

         12.9 Rights as a Lender. With respect to the Commitment, Advances made
by it and the Note issued to it, the Administrative Agent shall have the same
rights and powers hereunder and under any other Loan Document as any Lender and
may exercise the same as though it were not the Administrative Agent, and the
term "Lender" or "Lenders" shall, unless the context otherwise indicates,
include the Administrative Agent in its individual capacity. The Administrative
Agent, in its individual capacity, may accept deposits from, lend money to, and
generally engage in any kind of trust, debt, equity or other transaction, in
addition to those contemplated by this Agreement or any other Loan Document,
with the Borrower or any of its



                                      -70-
<PAGE>

Subsidiaries in which the Borrower or such Subsidiary is not restricted hereby
from engaging with any other Person.

         12.10 [INTENTIONALLY OMITTED]

         12.11 Lender Credit Decision. Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent or any other
Lender and based on the financial statements prepared by the Borrower and such
other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement and the other Loan
Documents. Each Lender also acknowledges that it will, independently and without
reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under this
Agreement and the other Loan Documents.

         12.12 Successor Administrative Agent. The Administrative Agent may
resign at any time by giving written notice thereof to the Lenders and the
Borrower, such resignation to be effective upon the appointment of a successor
Administrative Agent or, if no successor Administrative Agent has been
appointed, forty-five days after the retiring Administrative Agent gives notice
of its intention to resign. The Administrative Agent may be removed at any time
with or without cause by written notice received by the Administrative Agent
from the Required Lenders, such removal to be effective on the date specified by
the Required Lenders. Upon any such resignation or removal, the Required Lenders
shall have the right to appoint, on behalf of the Borrower and the Lenders, a
successor Administrative Agent. If no successor Administrative Agent shall have
been so appointed by the Required Lenders within thirty days after the resigning
Administrative Agent's giving notice of its intention to resign, then the
resigning Administrative Agent may appoint, on behalf of the Borrower and the
Lenders, a successor Administrative Agent. Notwithstanding the previous
sentence, the Administrative Agent may at any time without the consent of the
Borrower or any Lender, appoint any of its Affiliates which is a commercial bank
as a successor Administrative Agent hereunder. If the Administrative Agent has
resigned or been removed and no successor Administrative Agent has been
appointed, the Lenders may perform all the duties of the Administrative Agent
hereunder and the Borrower shall make all payments in respect of the Obligations
to the applicable Lender and for all other purposes shall deal directly with the
Lenders. No successor Administrative Agent shall be deemed to be appointed
hereunder until such successor Administrative Agent has accepted the
appointment. Any such successor Administrative Agent shall be a commercial bank
having capital and retained earnings of at least $100,000,000. Upon the
acceptance of any appointment as Administrative Agent hereunder by a successor
Administrative Agent, such successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the resigning or removed Administrative Agent. Upon the effectiveness of the
resignation or removal of the Administrative Agent, the resigning or removed
Administrative Agent shall be discharged from its duties and obligations
hereunder and under the Loan Documents. After the effectiveness of the
resignation or removal of an Administrative Agent, the provisions of this
Article XII shall continue in effect for the benefit of such Administrative
Agent in respect of any actions taken or omitted to be taken by it while it was
acting as the Administrative Agent hereunder and under the other Loan Documents.
In the event



                                      -71-
<PAGE>

that there is a successor to the Administrative Agent by merger, or the
Administrative Agent assigns its duties and obligations to an Affiliate pursuant
to this Section 12.12, then the term "Prime Rate" as used in this Agreement
shall mean the prime rate, base rate or other analogous rate of the new
Administrative Agent.

         12.13 Notice of Defaults. If a Lender becomes aware of a Default or
Event of Default, such Lender shall notify the Administrative Agent of such
fact. Upon receipt of such notice that a Default or Event of Default has
occurred, the Administrative Agent shall notify each of the Lenders of such
fact.

         12.14 Requests for Approval. If the Administrative Agent requests in
writing the consent or approval of a Lender, such Lender shall respond and
either approve or disapprove definitively in writing to the Administrative Agent
within ten Business Days (or sooner if such notice specifies a shorter period,
but in no event less than five Business Days for responses based on
Administrative Agent's good faith determination that circumstances exist
warranting its request for an earlier response) after such written request from
the Administrative Agent provided that the request for approval states the time
by which a response is needed before approval is deemed given. If the Lender
does not so respond, that Lender shall be deemed to have approved the request.
Upon request, the Administrative Agent shall notify the Lenders which Lenders,
if any, failed to respond to a request for approval.

         12.15 Copies of Documents. Administrative Agent shall promptly deliver
to each of the Lenders copies of all notices of default and other formal notices
sent or received and according to Section 15.1 of this Agreement. Administrative
Agent shall deliver to Lenders within 15 Business Days following receipt, copies
of all financial statements, certificates and notices received regarding the
General Partner's ratings except to the extent such items are required to be
furnished directly to the Lenders by Borrower hereunder. Within fifteen Business
Days after a request by a Lender to the Administrative Agent for other documents
furnished to the Administrative Agent by the Borrower, the Administrative Agent
shall provide copies of such documents to such Lender except where this
Agreement obligates Administrative Agent to provide copies in a shorter period
of time.

         12.16 Defaulting Lenders. At such time as a Lender becomes a Defaulting
Lender, such Defaulting Lender's right to vote on matters which are subject to
the consent or approval of the Required Lenders, such Defaulting Lender or all
Lenders shall be immediately suspended until such time as the Lender is no
longer a Defaulting Lender. If a Defaulting Lender has failed to fund its
Percentage of any Advance and until such time as such Defaulting Lender
subsequently funds its Percentage of such Advance, all Obligations owing to such
Defaulting Lender hereunder shall be subordinated in right of payment, as
provided in the following sentence, to the prior payment in full of all
principal of, interest on and fees relating to the Loans funded by the other
Lenders in connection with any such Advance in which the Defaulting Lender has
not funded its Percentage (such principal, interest and fees being referred to
as "Senior Loans" for the purposes of this section). All amounts paid by the
Borrower and otherwise due to be applied to the Obligations owing to such
Defaulting Lender pursuant to the terms hereof shall be distributed by the
Administrative Agent to the other Lenders in accordance with their respective
Percentages (recalculated for the purposes hereof to exclude the Defaulting
Lender) until all


                                      -72-
<PAGE>

Senior Loans have been paid in full. At that point, the "Defaulting Lender"
shall no longer be deemed a Defaulting Lender. After the Senior Loans have been
paid in full equitable adjustments will be made in connection with future
payments by the Borrower to the extent a portion of the Senior Loans had been
repaid with amounts that otherwise would have been distributed to a Defaulting
Lender but for the operation of this Section 12.16. This provision governs only
the relationship among the Administrative Agent, each Defaulting Lender and the
other Lenders; nothing hereunder shall limit the obligation of the Borrower to
repay all Loans in accordance with the terms of this Agreement. The provisions
of this Section 12.16 shall apply and be effective regardless of whether a
Default occurs and is continuing, and notwithstanding (i) any other provision of
this Agreement to the contrary, (ii) any instruction of the Borrower as to its
desired application of payments or (iii) the suspension of such Defaulting
Lender's right to vote on matters as provided above.

         12.17 Delegation to Affiliates. The Borrower and the Lenders agree
that the Administrative Agent may delegate any of its duties under this
Agreement to any of its Affiliates. Any such Affiliate (and such Affiliate's
directors, officers, agents and employees) which performs duties in connection
with this Agreement shall be entitled to the same benefits of the
indemnification, waiver and other protective provisions to which the
Administrative Agent is entitled under Articles XII and XIV.

         12.18 Co-Agents, Managing Agents, Documentation Agent, Syndication
Agent, etc. Neither any of the Lenders identified in this Agreement as a
"co-agent" or "managing agent" nor the Documentation Agent or the Syndication
Agent shall have any right, power, obligation, liability, responsibility or duty
under this Agreement other than those applicable to all Lenders as such. Without
limiting the foregoing, none of such Lenders shall have or be deemed to have a
fiduciary relationship with any Lender. Each Lender hereby makes the same
acknowledgments with respect to such Lenders as it makes with respect to the
Administrative Agent in Section 12.11.

                                  Article XIII.

                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

         13.1 Successors and Assigns.

         The terms and provisions of the Loan Documents shall be binding upon
and inure to the benefit of the Borrower and the Lenders and their respective
successors and assigns permitted hereby, except that (i) the Borrower shall not
have the right to assign its rights or obligations under the Loan Documents
without the prior written consent of each Lender, (ii) any assignment by any
Lender must be made in compliance with Section 13.3, and (iii) any transfer by
Participation must be made in compliance with Section 13.2. Any attempted
assignment or transfer by any party not made in compliance with this Section
13.1 shall be null and void, unless such attempted assignment or transfer is
treated as a participation in accordance with Section 13.3.3. The parties to
this Agreement acknowledge that clause (ii) of this Section 13.1 relates only to
absolute assignments and this Section 13.1 does not prohibit assignments
creating security interests, including, without limitation, (x) any pledge or
assignment by any Lender of



                                      -73-
<PAGE>

all or any portion of its rights under this Agreement and any Note to a Federal
Reserve Bank or (y) in the case of a Lender which is a Fund, any pledge or
assignment of all or any portion of its rights under this Agreement and any Note
to its trustee in support of its obligations to its trustee; provided, however,
that no such pledge or assignment creating a security interest shall release the
transferor Lender from its obligations hereunder unless and until the parties
thereto have complied with the provisions of Section 13.3. The Administrative
Agent may treat the Person which made any Loan or which holds any Note as the
owner thereof for all purposes hereof unless and until such Person complies with
Section 13.3; provided, however, that the Administrative Agent may in its
discretion (but shall not be required to) follow instructions from the Person
which made any Loan or which holds any Note to direct payments relating to such
Loan or Note to another Person. Any assignee of the rights to any Loan or any
Note agrees by acceptance of such assignment to be bound by all the terms and
provisions of the Loan Documents. Any request, authority or consent of any
Person, who at the time of making such request or giving such authority or
consent is the owner of the rights to any Loan (whether or not a Note has been
issued in evidence thereof), shall be conclusive and binding on any subsequent
holder or assignee of the rights to such Loan.

         13.2 Participations.

                  13.2.1 Permitted Participants; Effect. Any Lender may at any
         time sell to one or more banks or other entities ("Participants")
         participating interests in any Loan owing to such Lender, any Note held
         by such Lender, any Commitment of such Lender or any other interest of
         such Lender under the Loan Documents. In the event of any such sale by
         a Lender of participating interests to a Participant, such Lender's
         obligations under the Loan Documents shall remain unchanged, such
         Lender shall remain solely responsible to the other parties hereto for
         the performance of such obligations, such Lender shall remain the owner
         of its Loans and the holder of any Note issued to it in evidence
         thereof for all purposes under the Loan Documents, all amounts payable
         by the Borrower under this Agreement shall be determined as if such
         Lender had not sold such participating interests, and the Borrower and
         the Administrative Agent shall continue to deal solely and directly
         with such Lender in connection with such Lender's rights and
         obligations under the Loan Documents.

                  13.2.2 Voting Rights. Each Lender shall retain the sole right
         to approve, without the consent of any Participant, any amendment,
         modification or waiver of any provision of the Loan Documents other
         than any amendment, modification or waiver with respect to any Loan or
         Commitment in which such Participant has an interest which would
         require consent of all of the Lenders pursuant to the terms of Section
         14.13 or of any other Loan Document.

                  13.2.3 Benefit of Certain Provisions.

                  The Borrower agrees that each Participant shall be deemed to
         have the right of setoff provided in Section 14.15(a) in respect of its
         participating interest in amounts owing under the Loan Documents to the
         same extent as if the amount of its participating interest were owing
         directly to it as a Lender under the Loan Documents, provided that



                                      -74-
<PAGE>

         each Lender shall retain the right of setoff provided in Section
         14.15(a) with respect to the amount of participating interests sold to
         each Participant. The Lenders agree to share with each Participant, and
         each Participant, by exercising the right of setoff provided in Section
         14.15(a), agrees to share with each Lender, any amount received
         pursuant to the exercise of its right of setoff, such amounts to be
         shared in accordance with Section 14.15(b) as if each Participant were
         a Lender. The Borrower further agrees that each Participant shall be
         entitled to the benefits of Sections 4.1, 4.2, 4.4 and 4.5 to the same
         extent as if it were a Lender and had acquired its interest by
         assignment pursuant to Section 13.3, provided that (i) a Participant
         shall not be entitled to receive any greater payment under Section 4.1,
         4.2, 4.4 or 4.5 than the Lender who sold the participating interest to
         such Participant would have received had it retained such interest for
         its own account, unless the sale of such interest to such Participant
         is made with the prior written consent of the Borrower, and (ii) any
         Participant not incorporated under the laws of the United States of
         America or any State thereof agrees to comply with the provisions of
         Section 4.5 to the same extent as if it were a Lender

         13.3 Assignments.

                  13.3.1 Permitted Assignments. Any Lender may at any time
         assign to one or more banks or other entities ("Purchasers") all or any
         part of its rights and obligations under the Loan Documents. Such
         assignment shall be substantially in the form of Exhibit J or in such
         other form as may be agreed to by the parties thereto. Each such
         assignment with respect to a Purchaser which is not a Lender or an
         Affiliate of a Lender or an Approved Fund shall either be in an amount
         equal to the entire applicable Commitment and Loans of the assigning
         Lender or (unless each of the Borrower and the Administrative Agent
         otherwise consents) be in an aggregate amount not less than $5,000,000.
         The amount of the assignment shall be based on the Commitment or
         outstanding Loans (if the Commitment has been terminated) subject to
         the assignment, determined as of the date of such assignment or as of
         the "Trade Date," if the "Trade Date" is specified in the assignment.

                  13.3.2 Consents. The consent of the Borrower shall be required
         prior to an assignment becoming effective unless the Purchaser is a
         Lender, an Affiliate of a Lender or an Approved Fund, provided that the
         consent of the Borrower shall not be required if a Default has occurred
         and is continuing. The consent of the Administrative Agent shall be
         required prior to an assignment becoming effective unless the Purchaser
         is a Lender, an Affiliate of a Lender or an Approved Fund. Any consent
         required under this Section 13.3.2 shall not be unreasonably withheld
         or delayed.

                  13.3.3 Effect; Effective Date of Assignment.

                  Upon (i) delivery to the Administrative Agent of an
         assignment, together with any consents required by Sections 13.3.1 and
         13.3.2, and (ii) payment of a $3,500 fee to the Administrative Agent
         for processing such assignment (unless such fee is waived by the
         Administrative Agent), such assignment shall become effective on the
         effective date specified in such assignment. The assignment shall
         contain a representation by the



                                      -75-
<PAGE>

         Purchaser to the effect that none of the consideration used to make the
         purchase of the Commitment and Loans under the applicable assignment
         agreement constitutes "plan assets" as defined under ERISA and that the
         rights and interests of the Purchaser in and under the Loan Documents
         will not be "plan assets" under ERISA. On and after the effective date
         of such assignment, such Purchaser shall for all purposes be a Lender
         party to this Agreement and any other Loan Document executed by or on
         behalf of the Lenders and shall have all the rights and obligations of
         a Lender under the Loan Documents, to the same extent as if it were an
         original party thereto, and the transferor Lender shall be released
         with respect to the Commitment and Loans assigned to such Purchaser
         without any further consent or action by the Borrower, the Lenders or
         the Administrative Agent. In the case of an assignment covering all of
         the assigning Lender's rights and obligations under this Agreement,
         such Lender shall cease to be a Lender hereunder but shall continue to
         be entitled to the benefits of, and subject to, those provisions of
         this Agreement and the other Loan Documents which survive payment of
         the Obligations and termination of the applicable agreement. Any
         assignment or transfer by a Lender of rights or obligations under this
         Agreement that does not comply with this Section 13.3 shall be treated
         for purposes of this Agreement as a sale by such Lender of a
         participation in such rights and obligations in accordance with Section
         13.2. Upon the consummation of any assignment to a Purchaser pursuant
         to this Section 13.3.3, the transferor Lender, the Administrative Agent
         and the Borrower shall, if the transferor Lender or the Purchaser
         desires that its Loans be evidenced by Notes, make appropriate
         arrangements so that new Notes or, as appropriate, replacement Notes
         are issued to such transferor Lender and new Notes or, as appropriate,
         replacement Notes, are issued to such Purchaser, in each case in
         principal amounts reflecting their respective Commitments, as adjusted
         pursuant to such assignment.

                  13.3.4 Register. The Administrative Agent, acting solely for
         this purpose as an agent of the Borrower, shall maintain at one of its
         offices in Chicago, Illinois a copy of each Assignment and Assumption
         delivered to it and a register for the recordation of the names and
         addresses of the Lenders, and the Commitments of, and principal amounts
         of the Loans owing to, each Lender pursuant to the terms hereof from
         time to time (the "Register"). The entries in the Register shall be
         conclusive, and the Borrower, the Agent and the Lenders may treat each
         Person whose name is recorded in the Register pursuant to the terms
         hereof as a Lender hereunder for all purposes of this Agreement,
         notwithstanding notice to the contrary. The Register shall be available
         for inspection by the Borrower and any Lender, at any reasonable time
         and from time to time upon reasonable prior notice.

         13.4 Dissemination of Information. Borrower authorizes each Lender to
disclose to any Participant or Purchaser or any other Person acquiring an
interest in the Loan Documents by operation of law (each a "Transferee") and any
prospective Transferee any and all information in such Lender's possession
concerning the creditworthiness of Borrower and General Partner. Each Transferee
shall agree in writing to keep confidential any such information which is not
publicly available.



                                      -76-
<PAGE>

         13.5 Tax Treatment. If any interest in any Loan Document is transferred
to any Transferee which is not incorporated under the laws of the United States
or any State thereof, the transferor Lender shall cause such Transferee,
concurrently with the effectiveness of such transfer, to comply with the
provisions of Section 4.5(ii).

                                  Article XIV.

                               GENERAL PROVISIONS

         14.1 Survival of Representations. All representations and warranties
contained in this Agreement shall survive delivery of the Notes and the making
of the Advances herein contemplated.

         14.2 Governmental Regulation. Anything contained in this Agreement to
the contrary notwithstanding, no Lender shall be obligated to extend credit to
the Borrower in violation of any limitation or prohibition provided by any
applicable statute or regulation.

         14.3 Taxes. Any recording and other taxes (excluding franchise, income
or similar taxes) or other similar assessments or charges payable or ruled
payable by any governmental authority incurred in connection with the
consummation of the transactions contemplated by this Agreement shall be paid by
the Borrower, together with interest and penalties, if any.

         14.4 Headings. Section headings in the Loan Documents are for
convenience of reference only, and shall not govern the interpretation of any of
the provisions of the Loan Documents.

         14.5 No Third Party Beneficiaries. This Agreement shall not be
construed so as to confer any right or benefit upon any Person other than the
parties to this Agreement and their respective successors and assigns.

         14.6 Expenses; Indemnification. Subject to the provisions of this
Agreement, Borrower will pay (a) all out-of-pocket costs and expenses incurred
by the Administrative Agent and the Arranger (including the reasonable fees,
out-of-pocket expenses and other reasonable expenses of counsel, which counsel
may be employees of Administrative Agent) in connection with the preparation,
execution and delivery of this Agreement, the Notes, the Loan Documents and any
other agreements or documents referred to herein or therein and any amendments
thereto, (b) all out-of-pocket costs and expenses incurred by the Administrative
Agent and the Lenders (including the reasonable fees, out-of-pocket expenses and
other reasonable expenses of counsel to the Administrative Agent and the
Lenders, which counsel may be employees of Administrative Agent or the Lenders)
in connection with the enforcement and protection of the rights of the Lenders
under this Agreement, the Notes, the Loan Documents or any other agreement or
document referred to herein or therein, and (c) all reasonable and customary
costs and expenses of periodic audits by the Administrative Agent's personnel of
the Borrower's books and records provided that prior to an Event of Default,
Borrower shall be required to pay for only one such audit during any year. The
Borrower further agrees to indemnify the Lenders, their directors, officers and
employees against all losses, claims, damages, penalties, judgments,



                                      -77-
<PAGE>

liabilities and reasonable expenses (including, without limitation, all expenses
of litigation or preparation therefor whether or not the Lenders is a party
thereto) which any of them may pay or incur arising out of or relating to this
Agreement, the other Loan Documents, the transactions contemplated hereby or the
direct or indirect application or proposed application of the proceeds of any
Advance hereunder, except that the foregoing indemnity shall not apply to a
Lender to the extent that any losses, claims, etc. are the result of such
Lender's gross negligence or willful misconduct. The obligations of the Borrower
under this Section shall survive the termination of this Agreement.

         14.7 Severability of Provisions. Any provision in any Loan Document
that is held to be inoperative, unenforceable, or invalid in any jurisdiction
shall, as to that jurisdiction, be inoperative, unenforceable, or invalid
without affecting the remaining provisions in that jurisdiction or the
operation, enforceability, or validity of that provision in any other
jurisdiction, and to this end the provisions of all Loan Documents are declared
to be severable.

         14.8 Nonliability of the Lenders. The relationship between the Borrower
and the Lenders shall be solely that of borrower and lender. The Lenders shall
not have any fiduciary responsibilities to the Borrower. The Lenders undertake
no responsibility to the Borrower to review or inform the Borrower of any matter
in connection with any phase of the Borrower's business or operations.

         14.9 Choice of Law. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A
CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS, BUT
GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

         14.10 Consent to Jurisdiction. THE BORROWER HEREBY IRREVOCABLY SUBMITS
TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE
COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT
ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER
HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A
COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT
THE RIGHT OF THE LENDERS TO BRING PROCEEDINGS AGAINST THE BORROWER IN THE COURTS
OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE BORROWER AGAINST THE
LENDERS OR ANY AFFILIATE OF THE LENDERS INVOLVING, DIRECTLY OR INDIRECTLY, ANY
MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN
DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS.

         14.11 Waiver of Jury Trial. THE BORROWER, THE GENERAL PARTNER, THE
ADMINISTRATIVE AGENT AND THE LENDERS HEREBY WAIVE TRIAL BY JURY IN



                                      -78-
<PAGE>

ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER
SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO,
OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.

         14.12 Successors and Assigns. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrower and the
Lenders and their respective successors and assigns, except that the Borrower
shall not have the right to assign its rights or obligations under the Loan
Documents. Any assignee or transferee of the Notes agrees by acceptance thereof
to be bound by all the terms and provisions of the Loan Documents. Any request,
authority or consent of any Person, who at the time of making such request or
giving such authority or consent is the holder of the Notes, shall be conclusive
and binding on any subsequent holder, transferee or assignee of such Notes or of
any note or notes issued in exchange therefor.

         14.13 Entire Agreement; Modification of Agreement. The Loan Documents
embody the entire agreement among the Borrower, General Partner, Administrative
Agent, and Lenders and supersede all prior conversations, agreements,
understandings, commitments and term sheets among any or all of such parties
with respect to the subject matter hereof. Any provisions of this Agreement may
be amended or waived if, but only if, such amendment or waiver is in writing and
is signed by the Borrower, and Administrative Agent if the rights or duties of
Administrative Agent are affected thereby, and

                  (a) each of the Lenders if such amendment or waiver

                           (i) reduces or forgives any payment of principal or
                  interest on the Obligations or any fees payable by Borrower to
                  such Lender hereunder; or

                           (ii) postpones the date fixed for any payment of
                  principal of or interest on the Obligations or any fees
                  payable by Borrower to such Lender hereunder; or

                           (iii) changes the amount of such Lender's Commitment
                  (other than pursuant to an assignment permitted under Section
                  13.3 or a reduction in the Aggregate Commitment pursuant to
                  Section 2.17 hereof) or the unpaid principal amount of such
                  Lender's Note; or

                           (iv) extends the Maturity Date; or

                           (v) releases or limits the liability of the General
                  Partner under the Loan Documents; or

                           (vi) changes the definition of Required Lenders or
                  modifies any requirement for consent by each of the Lenders;
                  or

                           (vii) modifies or waives any covenant contained in
                  Sections 8.13, 9.3, 9.5, 9.6, 9.8 or 9.10 hereof; or



                                      -79-
<PAGE>

                  (b) the Required Lenders, to the extent expressly provided for
         herein and in the case of all other waivers or amendments if no
         percentage of Lenders is specified herein.

         14.14 Dealings with the Borrower. The Lenders and their affiliates may
accept deposits from, extend credit to and generally engage in any kind of
banking, trust or other business with the Borrower or the General Partner or any
of their Affiliates regardless of the capacity of the Lenders hereunder.

         14.15 Set-Off.

                  (a) If an Event of Default shall have occurred, each Lender
         shall have the right, at any time and from time to time without notice
         to the Borrower, any such notice being hereby expressly waived, to
         set-off and to appropriate or apply any and all deposits of money or
         property or any other indebtedness at any time held or owing by such
         Lender to or for the credit or the account of the Borrower against and
         on account of all outstanding Obligations and all Obligations which
         from time to time may become due hereunder and all other obligations
         and liabilities of the Borrower under this Agreement, irrespective of
         whether or not such Lender shall have made any demand hereunder and
         whether or not said obligations and liabilities shall have matured.

                  (b) Each Lender agrees that if it shall, by exercising any
         right of set-off or counterclaim or otherwise, receive payment of a
         proportion of the aggregate amount of principal, interest or fees due
         with respect to any Note held by it (other than payments received
         pursuant to Sections 4.1, 4.2, 4.3 and 4.5) which is greater than the
         proportion received by any other Lender in respect of the aggregate
         amount of principal, interest or fees due with respect to any Note held
         by such other Lender, the Lender receiving such proportionately greater
         payment shall purchase such participations in the Notes held by the
         other Lenders and such other adjustments shall be made as may be
         required so that all such payments of principal, interest or Fees with
         respect to the Notes held by the Lenders shall be shared by the Lenders
         pro rata according to their respective Commitments.

         14.16 Counterparts. This Agreement may be executed in any number of
counterparts, all of which taken together shall constitute one agreement, and
any of the parties hereto may execute this Agreement by signing any such
counterpart. This Agreement shall be effective when it has been executed by the
Borrower and each of the Lenders shown on the signature pages hereof.

                                   Article XV.

                                     NOTICES

         15.1 Giving Notice. All notices and other communications provided to
any party hereto under this Agreement or any other Loan Document shall be in
writing or by telex or by facsimile and addressed or delivered to such party at
its address set forth below or at such other address as may be designated by
such party in a notice to the other parties. Any notice, if mailed



                                      -80-
<PAGE>

and properly addressed with postage prepaid, shall be deemed given when
received; any notice, if transmitted by telex or facsimile, shall be deemed
given when transmitted (answerback confirmed in the case of telexes). Notice may
be given as follows:

                  To the Borrower:

                           First Industrial, L.P.
                           c/o First Industrial Realty Trust, Inc.
                           311 South Wacker Drive
                           Suite 4000
                           Chicago, Illinois 60606
                           Attention: Mr. Scott Musil
                           Telecopy: (312) 895-9380

                  To General Partner:

                           First Industrial Realty Trust, Inc.
                           311 South Wacker Drive
                           Suite 4000
                           Chicago, Illinois 60606
                           Attention: Mr. Michael Havala
                           Telecopy: (312) 922-9851

                  Each of the above with a copy to:

                           Barack Ferrazzano Kirschbaum Perlman & Nagelberg LLC
                           333 West Wacker Drive
                           Suite 2700
                           Chicago, Illinois 60606
                           Attention: Suzanne Bessette-Smith, Esq.
                           Telecopy: (312) 984-3150

                  To each Lender:

                           As shown below the Lenders' signatures.

                  To the Administrative Agent:

                           Bank One, NA
                           1 Bank One Plaza
                           Chicago, Illinois 60670
                           Attention: Corporate Real Estate
                           Telecopy: (312) 732-5939



                                      -81-
<PAGE>

                  With a copy to:

                           Sonnenschein Nath & Rosenthal
                           8000 Sears Tower
                           Chicago, Illinois 60606
                           Attention: Steven R. Davidson, Esq.
                           Telecopy: (312) 876-7934

         15.2 Change of Address. Each party may change the address for service
of notice upon it by a notice in writing to the other parties hereto.




                                      -82-
<PAGE>

         IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.

BORROWER:                           FIRST INDUSTRIAL, L.P.


                                    By:     FIRST INDUSTRIAL REALTY TRUST, INC.,
                                            its General Partner


                                            By:
                                               ---------------------------------
                                            Title:
                                                  ------------------------------


GENERAL PARTNER:                    FIRST INDUSTRIAL REALTY TRUST, INC.


                                    By:
                                       -----------------------------------------
                                    Title:
                                          --------------------------------------




                                      S-1
<PAGE>

LENDERS:                            BANK ONE, NA, Individually and as
                                    Administrative Agent


                                    By:
                                       -----------------------------------------
                                    Title:
                                          --------------------------------------

                                    Address for Notices:

                                    1 Bank One Plaza
                                    Chicago, Illinois 60670
                                    Attention: Corporate Real Estate
                                    Telephone: 312/732-3044
                                    Telecopy: 312/732-5939






                                      S-2
<PAGE>

                                    BANK OF AMERICA, N.A., Individually and as
                                    Syndication Agent


                                    By:
                                       -----------------------------------------
                                    Title:
                                          --------------------------------------

                                    Address for Notices:

                                    Bank of America, N.A.
                                    231 South LaSalle Street
                                    Chicago, Illinois 60697-1516
                                    Attention: Matthew Sadler
                                    Telephone: 312/828-7107
                                    Telecopy: 312/828-3950





                                      S-3
<PAGE>

                                    COMMERZBANK AG, New York and Grand Cayman
                                    Branches, Individually and as Documentation
                                    Agent


                                    By:
                                       -----------------------------------------
                                    Title:
                                          --------------------------------------

                                    By:
                                       -----------------------------------------
                                    Title:
                                          --------------------------------------

                                    Address for Notices:

                                    Two World Financial Center, 34th Floor
                                    New York, New York  10281
                                    Attention: Christian Berry
                                    Telephone: 212/266-7206
                                    Telecopy: 212/266-7565




                                      S-4
<PAGE>

                                    WACHOVIA BANK, N.A., Individually and as
                                    Documentation Agent


                                    By:
                                       -----------------------------------------
                                    Title:
                                          --------------------------------------

                                    Address for Notices:

                                    191 Peachtree Street N.E.
                                    Atlanta, Georgia 30303
                                    Attention: Cathy Casey
                                    Telephone:
                                    Telecopy: 404/332-4066





                                      S-5
<PAGE>

                                    AMSOUTH BANK


                                    By:
                                       -----------------------------------------
                                    Title:
                                          --------------------------------------

                                    Address for Notices:

                                    1900 5th Avenue, North
                                    AmSouth Sonat Tower, 9th Floor
                                    Birmingham, Alabama 35203
                                    Attention: Robert Blair
                                    Telephone: 205/801-0621
                                    Telecopy: 205/326-4075




                                      S-6
<PAGE>

                                    BANK OF MONTREAL


                                    By:
                                       -----------------------------------------
                                    Title:
                                          --------------------------------------

                                    Address for Notices:

                                    115 South LaSalle Street, 12 West
                                    Chicago, Illinois 60603
                                    Attention: Greg Steele and David Rubin
                                    Telephone: 312/750-3489
                                    Telecopy: 312/750-6057





                                      S-7
<PAGE>

                                    CHEVY CHASE BANK


                                    By:
                                       -----------------------------------------
                                    Title:
                                          --------------------------------------

                                    Address for Notices:

                                    8401 Connecticut Avenue, 9th Floor
                                    Chevy Chase, Maryland 20815
                                    Attention: Eric Lawrence
                                    Telephone: 301/986-7216
                                    Telecopy: 301/986-7516




                                      S-8
<PAGE>

                                    COMERICA BANK


                                    By:
                                       -----------------------------------------
                                    Title:
                                          --------------------------------------

                                    Address for Notices:

                                    500 Woodward
                                    Detroit, Michigan 48226-3256
                                    Attention: Leslie Vogel
                                    Telephone: 313/222-9290
                                    Telecopy: 313/222-9295




                                      S-9
<PAGE>

                                    THE NORTHERN TRUST COMPANY


                                    By:
                                       -----------------------------------------
                                    Title:
                                          --------------------------------------

                                    Address for Notices:

                                    50 South LaSalle Street
                                    Chicago, Illinois 60675
                                    Attention: Robert Wiarda
                                    Telephone: 312/444-3380
                                    Telecopy: 312/444-7028





                                      S-10
<PAGE>

                                    SOUTHTRUST BANK


                                    By:
                                       -----------------------------------------
                                    Title:
                                          --------------------------------------

                                    Address for Notices:

                                    420 North 20th Street
                                    Birmingham, Alabama 35290
                                    Attention: Ronnie Brantley
                                    Telephone: 205/254-4438
                                    Telecopy: 205/254-8270



                                      S-11

<PAGE>

                                                                       EXHIBIT A

                       COMMITMENT AMOUNTS AND PERCENTAGES


<Table>
<Caption>

BANK                                            TITLE                       ALLOCATION              %
-------------------------------   ------------------------------------   ---------------    ---------------
<S>                               <C>                                    <C>                <C>
Bank One, NA                      Lead Arranger and Sole Bookrunner /    $    59,000,000              19.67
                                        Administrative Agent
Bank of America                           Syndication Agent              $    40,000,000              13.33
Commerzbank                              Documentation Agent             $    40,000,000              13.33
Wachovia                                 Documentation Agent             $    40,000,000              13.33
SouthTrust                                   Participant                 $    30,000,000              10.00
AmSouth                                      Participant                 $    25,000,000               8.33
Chevy Chase                                  Participant                 $    18,000,000               6.00
Northern Trust                               Participant                 $    18,000,000               6.00
Bank of Montreal                             Participant                 $    15,000,000               5.00
Comerica                                     Participant                 $    15,000,000               5.00
                                                                         ---------------
TOTAL                                                                    $   300,000,000
</Table>

                               Exhibit A, Page 1



<PAGE>






                                                                     EXHIBIT B-1

                                  FORM OF NOTE


                                                              September __, 2002

         On or before the Maturity Date, as defined in that certain Second
Amended and Restated Unsecured Revolving Credit Agreement dated as of September
__, 2002 (the "Agreement") between FIRST INDUSTRIAL, L.P., a Delaware limited
partnership ("Borrower"), First Industrial Realty Trust, Inc., a Maryland
corporation, __________________________________, individually and as Syndication
Agent, _______________________, individually and as Documentation Agent, Bank
One, NA, individually and as Administrative Agent for the Lenders (as such terms
are defined in the Agreement), and the other Lenders listed on the signature
pages of the Agreement, Borrower promises to pay to the order of
_________________________ (the "Lender"), or its successors and assigns, the
aggregate unpaid principal amount of all Loans (other than Competitive Bid
Loans) made by the Lender to the Borrower pursuant to Section 2.1 of the
Agreement, in immediately available funds at the office of the Administrative
Agent in Chicago, Illinois, together with interest on the unpaid principal
amount hereof at the rates and on the dates set forth in the Agreement. The
Borrower shall pay this Promissory Note ("Note") in full on or before the
Maturity Date in accordance with the terms of the Agreement.

         The Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or to otherwise record in accordance with its usual practice,
the date and amount of each Advance and the date and amount of each principal
payment hereunder; provided, however, that the failure of the Lender to so
record shall not affect the obligations of the Borrower hereunder or under the
other Loan Documents.

         This Note is issued pursuant to, and is entitled to the security under
and benefits of, the Agreement and the other Loan Documents, to which Agreement
and Loan Documents, as they may be amended from time to time, reference is
hereby made for, inter alia, a statement of the terms and conditions under which
this Note may be prepaid or its maturity date accelerated. Capitalized terms
used herein and not otherwise defined herein are used with the meanings
attributed to them in the Agreement.

         If there is an Event of Default or Default under the Agreement or any
other Loan Document and Lender exercises its remedies provided under the
Agreement and/or any of the Loan Documents, then in addition to all amounts
recoverable by the Lender under such documents, Lender shall be entitled to
receive reasonable attorneys fees and expenses incurred by Lender in exercising
such remedies.

         Borrower and all endorsers severally waive presentment, protest and
demand, notice of protest, demand and of dishonor and nonpayment of this Note
(except as otherwise expressly provided for in the Agreement), and any and all
lack of diligence or delays in collection or enforcement of this Note, and
expressly agree that this Note, or any payment hereunder, may be extended from
time to time, and expressly consent to the release of any party liable for the



                               Exhibit B-1, Page 1
<PAGE>

obligation secured by this Note, the release of any of the security of this
Note, the acceptance of any other security therefor, or any other indulgence or
forbearance whatsoever, all without notice to any party and without affecting
the liability of the Borrower and any endorsers hereof.

         This Note shall be governed and construed under the internal laws of
the State of Illinois.

         BORROWER AND LENDER, BY ITS ACCEPTANCE HEREOF, EACH HEREBY WAIVE ANY
RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY
RIGHT UNDER THIS PROMISSORY NOTE OR ANY OTHER LOAN DOCUMENT OR RELATING THERETO
OR ARISING FROM THE LENDING RELATIONSHIP WHICH IS THE SUBJECT OF THIS NOTE AND
AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY.

                                           FIRST INDUSTRIAL, L.P.

                                           By:  First Industrial Realty Trust,
                                                Inc., its general partner


                                                By:
                                                    ----------------------------
                                                Its:
                                                     ---------------------------

                               Exhibit B-1, Page 2
<PAGE>


                              PAYMENTS OF PRINCIPAL


<Table>
<Caption>
                                 Unpaid
                                 Principal                     Notation
Date                             Balance                       Made by
----                             ---------                     --------
<S>                              <C>                           <C>






</Table>



                               Exhibit B-1, Page 3

<PAGE>

                                                                     EXHIBIT B-2

                          FORM OF COMPETITIVE BID NOTE


                                                              September __, 2002

       On or before the last day of each "Interest Period" applicable to a
"Competitive Bid Loan", as defined in that certain Second Amended and Restated
Unsecured Revolving Credit Agreement dated as of September __, 2002 (the
"Agreement") between FIRST INDUSTRIAL, L.P., a Delaware limited partnership
("Borrower"), First Industrial Realty Trust, Inc., a Maryland corporation, Bank
One, NA, individually and as Administrative Agent for the Lenders (as such terms
are defined in the Agreement), Borrower promises to pay to the order of
_________________________ (the "Lender"), or its successors and assigns, the
unpaid principal amount of such Competitive Bid Loan made by the Lender to the
Borrower pursuant to Section 2.16 of the Agreement, in immediately available
funds at the office of the Administrative Agent in Chicago, Illinois, together
with interest on the unpaid principal amount hereof at the rates and on the
dates set forth in the Agreement. The Borrower shall pay any remaining unpaid
principal amount of such Competitive Bid Loans under this Competitive Bid Note
("Note") in full on or before the Maturity Date in accordance with the terms of
the Agreement.

       The Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or to otherwise record in accordance with its usual practice,
the date, amount and due date of each Competitive Bid Loan and the date and
amount of each principal payment hereunder; provided, however, that the failure
of the Lender to so record shall not affect the obligations of the Borrower
hereunder or under the other Loan Documents.

       This Note is issued pursuant to, and is entitled to the security under
and benefits of, the Agreement and the other Loan Documents, to which Agreement
and Loan Documents, as they may be amended from time to time, reference is
hereby made for, inter alia, a statement of the terms and conditions under which
this Note may be prepaid or its maturity date accelerated. Capitalized terms
used herein and not otherwise defined herein are used with the meanings
attributed to them in the Agreement.

       If there is an Event of Default or Default under the Agreement or any
other Loan Document and Lender exercises its remedies provided under the
Agreement and/or any of the Loan Documents, then in addition to all amounts
recoverable by the Lender under such documents, Lender shall be entitled to
receive reasonable attorneys fees and expenses incurred by Lender in exercising
such remedies.

       Borrower and all endorsers severally waive presentment, protest and
demand, notice of protest, demand and of dishonor and nonpayment of this Note
(except as otherwise expressly provided for in the Agreement), and any and all
lack of diligence or delays in collection or enforcement of this Note, and
expressly agree that this Note, or any payment hereunder, may be extended from
time to time, and expressly consent to the release of any party liable for the
obligation secured by this Note, the release of any of the security of this
Note, the acceptance of



                               Exhibit B-2, Page 1
<PAGE>

any other security therefor, or any other indulgence or forbearance whatsoever,
all without notice to any party and without affecting the liability of the
Borrower and any endorsers hereof.

       This Note shall be governed and construed under the internal laws of the
State of Illinois.

       BORROWER AND LENDER, BY ITS ACCEPTANCE HEREOF, EACH HEREBY WAIVE ANY
RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY
RIGHT UNDER THIS PROMISSORY NOTE OR ANY OTHER LOAN DOCUMENT OR RELATING THERETO
OR ARISING FROM THE LENDING RELATIONSHIP WHICH IS THE SUBJECT OF THIS NOTE AND
AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY.

                                     FIRST INDUSTRIAL, L.P.

                                     By: First Industrial Realty Trust, Inc.,
                                         its general partner


                                         By:
                                            -----------------------------
                                         Its:
                                             ----------------------------



                               Exhibit B-2, Page 2
<PAGE>


                              PAYMENTS OF PRINCIPAL


<Table>
<Caption>

                                                     Unpaid
                                                     Principal                                 Notation
Date                                                 Balance                                   Made by
----                                                 ---------                                 --------
<S>                                                  <C>                                       <C>






</Table>



                               Exhibit B-2, Page 2

<PAGE>


                                                                     EXHIBIT C-1

                      FORM OF COMPETITIVE BID QUOTE REQUEST

                                (Section 2.16(b))


To:            Bank One, NA
               as administrative agent (the "Agent")

From:          First Industrial, L.P. (the "Borrower")

Re:            Second Amended and Restated Unsecured Revolving Credit Agreement
               dated as of September __, 2002 among the Borrower, First
               Industrial Realty Trust, Inc., the lenders from time to time
               party thereto, and Bank One, NA, as Agent for such lenders (as
               amended, supplemented or otherwise modified from time to time
               through the date hereof, the "Agreement")

         1. Capitalized terms used herein have the meanings assigned to them in
the Agreement.

         2. We hereby give notice pursuant to Section 2.16(b) of the Agreement
that we request Competitive Bid Quotes for the following proposed Competitive
Bid Loan(s):

         Borrowing Date: _______________, 20___

             Principal Amount(1)                        Interest Period(2)

         3. Such Competitive Bid Quotes should offer [a Competitive LIBOR
Margin] [an Absolute Rate].


----------

(1) Amount must be at least $10,000,000 and an integral multiple of $1,000,000.

(2) One, two, three or six months (Competitive LIBOR Margin) or up to 180 days
(Absolute Rate), subject to the provisions of the definitions of LIBOR Interest
Period and Absolute Interest Period.





                               Exhibit C-1, Page 1
<PAGE>

         4. Upon acceptance by the undersigned of any or all of the Competitive
Bid Loans offered by Lenders in response to this request, the undersigned shall
be deemed to affirm as of the Borrowing Date thereof the representations and
warranties made in Article VI of the Agreement.

                                FIRST INDUSTRIAL, L.P.

                                By:  First Industrial Realty Trust, Inc., its
                                     general partner


                                     By:
                                         --------------------------------
                                     Title:
                                            -----------------------------



                               Exhibit C-1, Page 2
<PAGE>





                                                                     EXHIBIT C-2

                      INVITATION FOR COMPETITIVE BID QUOTES

                                (Section 2.16(c))


To:          Each of the Lenders party to
             the Agreement referred to below

From:        Invitation for Competitive Bid Quotes to
             First Industrial, L.P. (the "Borrower")

         Pursuant to Section 2.16(c) of the Second Amended and Restated
Unsecured Revolving Credit Agreement dated as of September __, 2002 among the
Borrower, First Industrial Realty Trust, Inc., the lenders from time to time
party thereto, and Bank One, NA, as Administrative Agent for such lenders (as
amended, supplemented or otherwise modified from time to time through the date
hereof, the "Agreement"), we are pleased on behalf of the Borrower to invite you
to submit Competitive Bid Quotes to the Borrower for the following proposed
Competitive Bid Loan(s):

Borrowing Date:  _______________, 20___

                Principal Amount                            Interest Period

         Such Competitive Bid Quotes should offer [a Competitive LIBOR Margin]
[an Absolute Rate]. Your Competitive Bid Quote must comply with Section 2.16(d)
of the Agreement and the foregoing. Capitalized terms used herein have the
meanings assigned to them in the Agreement.

         Please respond to this invitation by no later than 9:00 a.m. (Chicago
time) on _______________, 20___.

                                         BANK ONE, NA, as Administrative Agent


                                         By:
                                             ---------------------------------
                                         Title:
                                                ------------------------------

                               Exhibit C-2, Page 1
<PAGE>




                                                                     EXHIBIT C-3

                              COMPETITIVE BID QUOTE

                                (Section 2.16(d))



                             _______________, 20___

To:             Bank One, NA,
                as Administrative Agent

Re:             Competitive Bid Quote to First Industrial, L.P.
                (the "Borrower")

       In response to your invitation on behalf of the Borrower dated
_______________, 20___, we hereby make the following Competitive Bid Quote
pursuant to Section 2.16(d) of the Agreement hereinafter referred to and on the
following terms:

1.       Quoting Lender:
                         -------------------------------------------------------
2.       Person to contact at Quoting Lender:
                                              ----------------------------------
3.       Borrowing Date:                                                     (3)
                        -----------------------------------------------------
4.       We hereby offer to make Competitive Bid Loan(s) in the following
         principal amounts, for the following Interest Periods and at the
         following rates:

<Table>
<Caption>

                                           [Competitive
Principal                 Interest            LIBOR          [Absolute          Minimum
 Amount(4)                Period(5)          Margin(6)]       Rate(7)]          Amount(8)
----------                ---------        ------------      ---------          ---------
<S>                       <C>              <C>               <C>                <C>



</Table>


----------

(3) As specified in the related Invitation For Competitive Bid Quotes.

(4) Principal amount bid for each Interest Period may not exceed the principal
amount requested. Buds must be made for at least $10,000,000 and integral
multiples of $1,000,000.

(5) One, two, three or six months or up to 180 days, as specified in the related
Invitation For Competitive Bid Quotes.

(6) Competitive LIBOR Margin for the applicable LIBOR Interest Period. Specify
percentage (rounded to the nearest 1/100 of 1%) and specify whether "PLUS" or
"MINUS".


                               Exhibit C-3, Page 1

<PAGE>


       We understand and agree that the offer(s) set forth above, subject to the
satisfaction of the applicable conditions set forth in the Second Amended and
Restated Unsecured Revolving Credit Agreement dated as of September __, 2002,
among the Borrower, First Industrial Realty Trust, Inc., the lenders from time
to time party thereto, and Bank One, NA, as Administrative Agent for such
lenders (as amended, supplemented or otherwise modified from time to time
through the date hereof, the "Agreement"), irrevocably obligates us to make the
Competitive Bid Loan(s) for which any offer(s) are accepted, in whole or in
part. Capitalized terms used herein and not otherwise defined herein shall have
their meanings as defined in the Agreement.

                                                   Very truly yours,

                                                   [NAME OF LENDER]


                                                    By:
                                                        ------------------------
                                                    Title:

----------

...(continued)

(7) Specify rate of interest per annum (rounded to the nearest 1/100 of 1%).

(8) Specify minimum amount, if any, which the Borrower may accept (see Section
2.16(d)(ii)(d)).






                               Exhibit C-3, Page 2

<PAGE>


                                                                       EXHIBIT D

                                FORM OF GUARANTY


       This Guaranty is made as of September __, 2002, by First Industrial
Realty Trust, Inc., a Maryland corporation ("Guarantor"), to and for the benefit
of Bank One, NA, a national banking association, individually ("Bank One"), and
as administrative agent for itself and the lenders listed on the signature pages
of the Revolving Credit Agreement (as defined below) and their respective
successors and assigns (collectively, "Lender").

                                    RECITALS

         A. First Industrial, L.P., a Delaware limited partnership ("Borrower"),
and Guarantor have requested that Lender make an unsecured revolving credit
facility available to Borrower in the aggregate principal amount of up to
$_____________, subject to future increase up to $400,000,000 ("Facility").

         B. Lender has agreed to make available the Facility to Borrower
pursuant to the terms and conditions set forth in an Second Amended and Restated
Unsecured Revolving Credit Agreement bearing even date herewith between
Borrower, the Lenders and Guarantor ("Revolving Credit Agreement"). All
capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to such terms in the Revolving Credit Agreement.

         C. Borrower has executed and delivered to Lender one or more Promissory
Notes each of even date in the aggregate principal amount of $_____________ as
evidence of its indebtedness to Lender with respect to the Facility (the
promissory notes described above, together with any amendments or allonges
thereto, or restatements, replacements or renewals thereof, and/or new
promissory notes to new Lenders under the Revolving Credit Agreement, are
collectively referred to herein as the "Note"). Borrower has also executed and
delivered to each Lender a note ("Competitive Loan Note") which evidences any
Competitive Bid Loans which may be made by such Lender under the Revolving
Credit Agreement.

         D. Guarantor is the sole general partner of Borrower and, therefore,
Guarantor will derive financial benefit from the Facility evidenced by the Note,
Revolving Credit Agreement and the other Loan Documents. The execution and
delivery of this Guaranty by Guarantor is a condition precedent to the
performance by Lender of its obligations under the Revolving Credit Agreement.

                                   AGREEMENTS

         NOW, THEREFORE, Guarantor, in consideration of the matters described in
the foregoing Recitals, which Recitals are incorporated herein and made a part
hereof, and for other good and valuable consideration, hereby agrees as follows:

         1. Guarantor absolutely, unconditionally, and irrevocably guarantees to
Lender:


                                Exhibit D, Page 1
<PAGE>

                  (a) the full and prompt payment of the principal of and
         interest on the Note and/or any Competitive Bid Loan Note when due,
         whether at stated maturity, upon acceleration or otherwise, and at all
         times thereafter, and the prompt payment of all sums which may now be
         or may hereafter become due and owing under the Note, any Competitive
         Bid Loan Note, the Revolving Credit Agreement, and the other Loan
         Documents;

                  (b) the payment of all Enforcement Costs (as hereinafter
         defined in Paragraph 7 hereof); and

                  (c) the full, complete, and punctual observance, performance,
         and satisfaction of all of the obligations, duties, covenants, and
         agreements of Borrower under the Revolving Credit Agreement and the
         Loan Documents.

                  (d) All amounts due, debts, liabilities, and payment
         obligations described in subparagraphs (a) and (b) of this Paragraph 1
         are referred to herein as the "Facility Indebtedness." All obligations
         described in subparagraph (c) of this Paragraph 1 are referred to
         herein as the "Obligations."

         2. In the event of any default by Borrower in making payment of the
Facility Indebtedness, or in performance of the Obligations, as aforesaid, in
each case beyond the expiration of any applicable grace period, Guarantor
agrees, on demand by Lender or the holder of the Note, to pay all the Facility
Indebtedness and to perform all the Obligations as are or then or thereafter
become due and owing or are to be performed under the terms of the Note, any
Competitive Bid Loan Note, the Revolving Credit Agreement and the other Loan
Documents, and to pay any reasonable expenses incurred by Lender in protecting,
preserving, or defending its interest in the Property or in connection with the
Facility or under any of the Loan Documents, including, without limitation, all
reasonable attorneys' fees and costs. Lender shall have the right, at its
option, either before, during or after pursuing any other right or remedy
against Borrower or Guarantor, to perform any and all of the Obligations by or
through any agent, contractor or subcontractor, or any of their agents, of its
selection, all as Lender in its sole discretion deems proper, and Guarantor
shall indemnify and hold Lender free and harmless from and against any and all
loss, damage, cost, expense, injury, or liability Lender may suffer or incur in
connection with the exercise of its rights under this Guaranty or the
performance of the Obligations, except to the extent the same arises as a result
of the gross negligence or willful misconduct of Lender.

         All of the remedies set forth herein and/or provided by any of the Loan
Documents or law or equity shall be equally available to Lender, and the choice
by Lender of one such alternative over another shall not be subject to question
or challenge by Guarantor or any other person, nor shall any such choice be
asserted as a defense, set-off, or failure to mitigate damages in any action,
proceeding, or counteraction by Lender to recover or seeking any other remedy
under this Guaranty, nor shall such choice preclude Lender from subsequently
electing to exercise a different remedy. The parties have agreed to the
alternative remedies hereinabove specified in part because they recognize that
the choice of remedies in the event of a failure hereunder will necessarily be
and should properly be a matter of business judgment, which the passage of time
and events may or may not prove to have been the best choice to maximize
recovery by Lender


                                Exhibit D, Page 2
<PAGE>

at the lowest cost to Borrower and/or Guarantor. It is the intention of the
parties that such choice by Lender be given conclusive effect regardless of such
subsequent developments.

         3. Guarantor does hereby waive (i) notice of acceptance of this
Guaranty by Lender and any and all notices and demands of every kind which may
be required to be given by any statute, rule or law, (ii) any defense, right of
set-off or other claim which Guarantor may have against the Borrower or which
Guarantor or Borrower may have against Lender or the holder of the Note or the
holder of any Competitive Bid Loan Note (other than defenses relating to payment
of the Facility Indebtedness or the correctness of any allegation by Lender that
Borrower was in default in the performance of the Obligations), (iii)
presentment for payment, demand for payment (other than as provided for in
Paragraph 2 above), notice of nonpayment (other than as provided for in
Paragraph 2 above) or dishonor, protest and notice of protest, diligence in
collection and any and all formalities which otherwise might be legally required
to charge Guarantor with liability, (iv) any failure by Lender to inform
Guarantor of any facts Lender may now or hereafter know about Borrower, the
Facility, or the transactions contemplated by the Revolving Credit Agreement, it
being understood and agreed that Lender has no duty so to inform and that the
Guarantor is fully responsible for being and remaining informed by the Borrower
of all circumstances bearing on the existence or creation, or the risk of
nonpayment of the Facility Indebtedness or the risk of nonperformance of the
Obligations, and (v) any and all right to cause a marshalling of assets of the
Borrower or any other action by any court or governmental body with respect
thereto, or to cause Lender to proceed against any other security given to
Lender in connection with the Facility Indebtedness or the Obligations. Credit
may be granted or continued from time to time by Lender to Borrower without
notice to or authorization from Guarantor, regardless of the financial or other
condition of the Borrower at the time of any such grant or continuation. Lender
shall have no obligation to disclose or discuss with Guarantor its assessment of
the financial condition of Borrower. Guarantor acknowledges that no
representations of any kind whatsoever have been made by Lender to Guarantor. No
modification or waiver of any of the provisions of this Guaranty shall be
binding upon Lender except as expressly set forth in a writing duly signed and
delivered on behalf of Lender. Guarantor further agrees that any exculpatory
language contained in the Revolving Credit Agreement, the Note and any
Competitive Bid Loan Note shall in no event apply to this Guaranty, and will not
prevent Lender from proceeding against Guarantor to enforce this Guaranty.

         4. Guarantor further agrees that Guarantor's liability as guarantor
shall in nowise be impaired by any renewals or extensions which may be made from
time to time, with or without the knowledge or consent of Guarantor of the time
for payment of interest or principal under the Note or any Competitive Bid Loan
Note or by any forbearance or delay in collecting interest or principal under
the Note or any Competitive Bid Loan Note, or by any waiver by Lender under the
Revolving Credit Agreement or any other Loan Documents, or by Lender's failure
or election not to pursue any other remedies it may have against Borrower, or by
any change or modification in the Note, Revolving Credit Agreement, any
Competitive Bid Loan Note or any other Loan Documents, or by the acceptance by
Lender of any additional security or any increase, substitution or change
therein, or by the release by Lender of any security or any withdrawal thereof
or decrease therein, or by the application of payments received from any

                                Exhibit D, Page 3
<PAGE>

source to the payment of any obligation other than the Facility Indebtedness,
even though Lender might lawfully have elected to apply such payments to any
part or all of the Facility Indebtedness, it being the intent hereof that
Guarantor shall remain liable as principal for payment of the Facility
Indebtedness and performance of the Obligations until all indebtedness has been
paid in full and the other terms, covenants and conditions of the Revolving
Credit Agreement and other Loan Documents and this Guaranty have been performed,
notwithstanding any act or thing which might otherwise operate as a legal or
equitable discharge of a surety. Guarantor further understands and agrees that
Lender may at any time enter into agreements with Borrower to amend and modify
the Note, Revolving Credit Agreement, any Competitive Bid Loan Note or other
Loan Documents, or any thereof, and may waive or release any provision or
provisions of the Note, the Revolving Credit Agreement, any Competitive Bid Loan
Note and other Loan Documents or any thereof, and, with reference to such
instruments, may make and enter into any such agreement or agreements as Lender
and Borrower may deem proper and desirable, without in any manner impairing this
Guaranty or any of Lender's rights hereunder or any of the Guarantor's
obligations hereunder.

         5. This is an absolute, unconditional, complete, present and continuing
guaranty of payment and performance and not of collection. Guarantor agrees that
this Guaranty may be enforced by Lender without the necessity at any time of
resorting to or exhausting any other security or collateral given in connection
herewith or with the Note, any Competitive Bid Loan Note, the Revolving Credit
Agreement, or any of the other Loan Documents, or resorting to any other
guaranties, and Guarantor hereby waives the right to require Lender to join
Borrower in any action brought hereunder or to commence any action against or
obtain any judgment against Borrower or to pursue any other remedy or enforce
any other right. Guarantor further agrees that nothing contained herein or
otherwise shall prevent Lender from pursuing concurrently or successively all
rights and remedies available to it at law and/or in equity or under the Note,
Revolving Credit Agreement, any Competitive Bid Loan Note or any other Loan
Documents, and the exercise of any of its rights or the completion of any of its
remedies shall not constitute a discharge of any of Guarantor's obligations
hereunder, it being the purpose and intent of the Guarantor that the obligations
of such Guarantor hereunder shall be primary, absolute, independent and
unconditional under any and all circumstances whatsoever. Neither Guarantor's
obligations under this Guaranty nor any remedy for the enforcement thereof shall
be impaired, modified, changed or released in any manner whatsoever by any
impairment, modification, change, release or limitation of the liability of
Borrower under the Note, Revolving Credit Agreement, any Competitive Bid Loan
Note or other Loan Documents or by reason of Borrower's bankruptcy or by reason
of any creditor or bankruptcy proceeding instituted by or against Borrower. This
Guaranty shall continue to be effective and be deemed to have continued in
existence or be reinstated (as the case may be) if at any time payment of all or
any part of any sum payable pursuant to the Note, Revolving Credit Agreement,
any Competitive Bid Loan Note or any other Loan Document is rescinded or
otherwise required to be returned by the payee upon the insolvency, bankruptcy,
or reorganization of the payor, all as though such payment to Lender had not
been made, regardless of whether Lender contested the order requiring the return
of such payment. The obligations of Guarantor pursuant to the preceding sentence
shall survive any termination, cancellation, or release of this Guaranty.


                                Exhibit D, Page 4
<PAGE>

         6. This Guaranty shall be assignable by Lender to any assignee of all
or a portion of Lender's rights under the Loan Documents.

         7. If: (i) this Guaranty, the Note, any Competitive Bid Loan Note, or
any other Loan Document is placed in the hands of an attorney for collection or
is collected through any legal proceeding; (ii) an attorney is retained to
represent Lender in any bankruptcy, reorganization, receivership, or other
proceedings affecting creditors' rights and involving a claim under this
Guaranty, the Note, any Competitive Bid Loan Note, the Revolving Credit
Agreement, or any Loan Document; (iii) an attorney is retained to provide advice
or other representation with respect to the Loan Documents in connection with an
enforcement action or potential enforcement action; or (iv) an attorney is
retained to represent Lender in any other legal proceedings whatsoever in
connection with this Guaranty, the Note, any Competitive Bid Loan Note, the
Revolving Credit Agreement, any of the Loan Documents, or any property subject
thereto (other than any action or proceeding brought by any Lender or
participant against the Administrative Agent (as defined in the Revolving Credit
Agreement) alleging a breach by the Administrative Agent of its duties under the
Loan Documents), then Guarantor shall pay to Lender upon demand all reasonable
attorney's fees, costs and expenses, including, without limitation, court costs,
filing fees, recording costs, expenses of foreclosure, title insurance premiums,
survey costs, minutes of foreclosure, and all other costs and expenses incurred
in connection therewith (all of which are referred to herein as "Enforcement
Costs"), in addition to all other amounts due hereunder.

         8. The parties hereto intend that each provision in this Guaranty
comports with all applicable local, state and federal laws and judicial
decisions. However, if any provision or provisions, or if any portion of any
provision or provisions, in this Guaranty is found by a court of law to be in
violation of any applicable local, state or federal ordinance, statute, law,
administrative or judicial decision, or public policy, and if such court should
declare such portion, provision or provisions of this Guaranty to be illegal,
invalid, unlawful, void or unenforceable as written, then it is the intent of
all parties hereto that such portion, provision or provisions shall be given
force to the fullest possible extent that they are legal, valid and enforceable,
that the remainder of this Guaranty shall be construed as if such illegal,
invalid, unlawful, void or unenforceable portion, provision or provisions were
not contained therein, and that the rights, obligations and interest of Lender
or the holder of the Note or any Competitive Bid Loan Note under the remainder
of this Guaranty shall continue in full force and effect.

         9. Any indebtedness of Borrower to Guarantor now or hereafter existing
is hereby subordinated to the Facility Indebtedness. Guarantor agrees that until
the entire Facility Indebtedness has been paid in full, (i) Guarantor will not
seek, accept, or retain for Guarantor's own account, any payment from Borrower
on account of such subordinated debt, and (ii) any such payments to Guarantor on
account of such subordinated debt shall be collected and received by Guarantor
in trust for Lender and shall be paid over to Lender on account of the Facility
Indebtedness without impairing or releasing the obligations of Guarantor
hereunder.

         10. Guarantor waives and releases any claim (within the meaning of 11
U.S.C. Section 101) which Guarantor may have against Borrower arising from a
payment made by Guarantor under this Guaranty and agrees not to assert or take
advantage of any subrogation rights of Guarantor or


                                Exhibit D, Page 5
<PAGE>

Lender or any right of Guarantor or Lender to proceed against (i) Borrower for
reimbursement, or (ii) any other guarantor or any collateral security or
guaranty or right of offset held by Lender for the payment of the Facility
Indebtedness and performance of the Obligations, nor shall Guarantor seek or be
entitled to seek any contribution or reimbursement from Borrower or any other
guarantor in respect of payments made by Guarantor hereunder. It is expressly
understood that the waivers and agreements of Guarantor set forth above
constitute additional and cumulative benefits given to Lender for its security
and as an inducement for its extension of credit to Borrower. Nothing contained
in this Paragraph 10 is intended to prohibit Guarantor from making all
distributions to its constituent shareholders which are required by law from
time to time in order for Guarantor to maintain its status as a real estate
investment trust in compliance with all applicable provisions of the Code (as
defined in the Revolving Credit Agreement).

         11. Any amounts received by Lender from any source on account of any
indebtedness may be applied by Lender toward the payment of such indebtedness,
and in such order of application, as Lender may from time to time elect.

         12. The Guarantor hereby submits to personal jurisdiction in the State
of Illinois for the enforcement of this Guaranty and waives any and all personal
rights to object to such jurisdiction for the purposes of litigation to enforce
this Guaranty. Guarantor hereby consents to the jurisdiction of either the
Circuit Court of Cook County, Illinois, or the United States District Court for
the Northern District of Illinois, in any action, suit, or proceeding which
Lender may at any time wish to file in connection with this Guaranty or any
related matter. Guarantor hereby agrees that an action, suit, or proceeding to
enforce this Guaranty may be brought in any state or federal court in the State
of Illinois and hereby waives any objection which Guarantor may have to the
laying of the venue of any such action, suit, or proceeding in any such court;
provided, however, that the provisions of this Paragraph shall not be deemed to
preclude Lender from filing any such action, suit, or proceeding in any other
appropriate forum.

         13. All notices and other communications provided to any party hereto
under this Agreement or any other Loan Document shall be in writing or by telex
or by facsimile and addressed or delivered to such party at its address set
forth below or at such other address as may be designated by such party in a
notice to the other parties. Any notice, if mailed and properly addressed with
postage prepaid, shall be deemed given when received; any notice, if transmitted
by telex or facsimile, shall be deemed given when transmitted (answerback
confirmed in the case of telexes). Notice may be given as follows:

                To the Guarantor:

                         First Industrial Realty Trust, Inc.
                         311 South Wacker Drive, Suite 4000
                         Chicago, Illinois 60606
                         Attention:  Mr. Michael Havala
                         Telecopy: (312) 922-9851


                                Exhibit D, Page 6
<PAGE>

                With a copy to:

                           Barack Ferrazzano Kirschbaum Perlman & Nagelberg LLC
                           333 West Wacker Drive
                           Suite 2700
                           Chicago, Illinois 60606
                           Attention:  Suzanne Bessette-Smith, Esq.
                           Telecopy: (312) 984-3150

                To the Lender:

                         c/o Bank One, NA, as agent
                         1 Bank One Plaza
                         Chicago, Illinois 60670
                         Attention: Corporate Real Estate
                         Telecopy: (312) 732-5939

                With a copy to:

                         Sonnenschein Nath & Rosenthal
                         8000 Sears Tower
                         Chicago, Illinois 60606
                         Attention: Steven R. Davidson, Esq.
                         Telecopy: (312) 876-7934

or at such other address as the party to be served with notice may have
furnished in writing to the party seeking or desiring to serve notice as a place
for the service of notice.

         14. This Guaranty shall be binding upon the heirs, executors, legal and
personal representatives, successors and assigns of Guarantor and shall inure to
the benefit of Lender's successors and assigns.

         15. This Guaranty shall be construed and enforced under the internal
laws of the State of Illinois.

         16. GUARANTOR AND LENDER, BY ITS ACCEPTANCE HEREOF, EACH HEREBY WAIVE
ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND
ANY RIGHT UNDER THIS GUARANTY OR ANY OTHER LOAN DOCUMENT OR RELATING THERETO OR
ARISING FROM THE LENDING RELATIONSHIP WHICH IS THE SUBJECT OF THIS GUARANTY AND
AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY.



                                Exhibit D, Page 7
<PAGE>

       IN WITNESS WHEREOF, Guarantor has delivered this Guaranty in the State of
Illinois as of the date first written above.

                                         FIRST INDUSTRIAL REALTY TRUST, INC., a
                                         Maryland corporation


                                         By:
                                             ----------------------------------
                                         Its
                                             ----------------------------------


                                Exhibit D, Page 8
<PAGE>


STATE OF ILLINOIS  )

                   )  SS.

COUNTY OF COOK     )


         I, the undersigned, a Notary Public, in and for said County, in the
State aforesaid, DO HEREBY CERTIFY, that _______________, _______, of First
Industrial Realty Trust, Inc., personally known to me to be the same person
whose name is subscribed to the foregoing instrument, appeared before me this
day in person and acknowledged that he signed and delivered the said instrument
as his own free and voluntary act and as the free and voluntary act of said
corporation, for the uses and purposes therein set forth.

       GIVEN under my hand and Notarial Seal, this ____ day of September, 2002.




                                                      --------------------------
                                                      Notary Public



                                Exhibit D, Page 9
<PAGE>





                                                                       EXHIBIT E

                          OPINION OF BORROWER'S COUNSEL


                                Exhibit E, Page 1
<PAGE>




                                                                       EXHIBIT F

                      OPINION OF GENERAL PARTNER'S COUNSEL

                              Included in Exhibit E

                                Exhibit F, Page 1

<PAGE>



                                                                       EXHIBIT G

                               WIRING INSTRUCTIONS

To:     Bank One, NA,
        as Administrative Agent (the "Agent")
        under the Credit Agreement Described Below

       Re:      Second Amended and Restated Unsecured Revolving Credit
                Agreement, dated as of September __, 2002 (as amended, modified,
                renewed or extended from time to time, the "Agreement"), among
                First Industrial, L.P. (the "Borrower"), First Industrial Realty
                Trust, Inc. ("General Partner"), Bank One, NA, individually and
                as Administrative Agent, and the Lenders named therein. Terms
                used herein and not otherwise defined shall have the meanings
                assigned thereto in the Credit Agreement.

       The Administrative Agent is specifically authorized and directed to act
upon the following standing money transfer instructions with respect to the
proceeds of Advances or other extensions of credit from time to time until
receipt by the Administrative Agent of a specific written revocation of such
instructions by the Borrower, provided, however, that the Administrative Agent
may otherwise transfer funds as hereafter directed in writing by the Borrower in
accordance with Section 15.1 of the Agreement or based on any telephonic notice
made in accordance with the Agreement.

Facility Identification Number(s)
                                 ----------------------------------------------

Customer/Account Name               First Industrial, L.P.
                     ----------------------------------------------------------

Transfer Funds To                        First Industrial, L.P.
                 --------------------------------------------------------------

For Account No.                             5266610         (Bank One)
                ---------------------------------------------------------------
Reference/Attention To                      Jon Fedler

Authorized Officer (Customer Representative)  Date
                                                   ----------------------------

--------------------------------------------------------------------------------
(Please Print)                          Signature


Bank Officer Name


--------------------------------------------------------------------------------
(Please Print)                          Signature


    (Deliver Completed Form to Credit Support Staff For Immediate Processing)




                                Exhibit G, Page 1
<PAGE>






                                                                       EXHIBIT H

                         FORM OF COMPLIANCE CERTIFICATE


To:    The Administrative Agent and the Lenders
       who are parties to the Agreement described below

       This Compliance Certificate is furnished pursuant to that certain Second
Amended and Restated Unsecured Revolving Credit Agreement, dated as of September
__, 2002 (as amended, modified, renewed or extended from time to time, the
"Agreement") among First Industrial, L.P. (the "Borrower"), First Industrial
Realty Trust, Inc. (the "General Partner"), Bank One, NA, individually and as
Administrative Agent, and the Lenders named therein. Unless otherwise defined
herein, capitalized terms used in this Compliance Certificate have the meanings
ascribed thereto in the Agreement.

       THE UNDERSIGNED HEREBY CERTIFIES THAT:

       1. I am the duly elected [Chief Financial Officer] [Chief Accounting
Officer] [Controller] of the [Borrower] [General Partner].

       2. I have reviewed the terms of the Agreement and I have made, or have
caused to be made under my supervision, a detailed review of the transactions
and conditions of the General Partner, the Borrower and their respective
Subsidiaries and Investment Affiliates during the accounting period covered by
the financial statements attached (or most recently delivered to the
Administrative Agent if none are attached).

       3. The examinations described in paragraph 2 did not disclose, and I have
no knowledge of, the existence of any condition or event which constitutes a
Material Adverse Financial Change, Event of Default or Default during or at the
end of the accounting period covered by the attached financial statements or as
of the date of this Compliance Certificate, except as set forth below.

       4. Schedule I (if attached) attached hereto sets forth financial data and
computations and other information evidencing the General Partner's and the
Borrower's compliance with certain covenants of the Agreement, all of which
data, computations and information (or if no Schedule I is attached, the data,
computations and information contained in the most recent Schedule I attached to
a prior Compliance Certificate) are true, complete and correct in all material
respects.

       5. The financial statements and reports referred to in Section 8.2(i),
8.2(iii) or 8.2(vii), as the case may be, of the Agreement which are delivered
concurrently with the delivery of this Compliance Certificate, if any, fairly
present in all material respects the consolidated financial condition and
operations of the General Partner, the Borrower and their respective
Subsidiaries at such date and the consolidated results of their operations for
the period then-ended, in accordance with GAAP applied consistently throughout
such period and with prior periods and correctly state the amounts of
Consolidated Total Indebtedness, Consolidated Secured Debt, Consolidated Senior
Unsecured Debt and the Values of all Unencumbered Assets as determined pursuant
to the Agreement.



                                Exhibit H, Page 1
<PAGE>

       Described below are the exceptions, if any, to paragraph 3 by listing, in
detail, the nature of the condition or event, the period during which it has
existed and the action which the Borrower has taken, is taking, or proposes to
take with respect to each such condition or event:


--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

       The foregoing certifications, together with the computations and
information set forth in Schedule I hereto and the financial statements
delivered with this Compliance Certificate in support hereof, are made and
delivered this _____ day of _______________, 20___.

                                         FIRST INDUSTRIAL, L.P.

                                         By: FIRST INDUSTRIAL REALTY TRUST,
                                             INC., General Partner


                                             By:
                                                 ------------------------------
                                             Print Name:
                                                        -----------------------
                                             Title:
                                                    ---------------------------


                                Exhibit H, Page 2
<PAGE>


                                   SCHEDULE I

                            CALCULATION OF COVENANTS

                                                                       [QUARTER]

1.       Permitted Investments (Section 8.3)

<Table>
<Caption>

                                                                                               Maximum Percent of
                                                    Investment           Percent of Implied         Implied
                 Category                       (i.e. Book Value)       Capitalization Value  Capitalization Value
                 --------                       -----------------       --------------------  --------------------
<S>                                             <C>                     <C>                   <C>
(a)   Unimproved Land                                                                                 10%

(b)   other property holdings (excluding                                                              10%
      cash, Cash Equivalents,
      non-industrial Properties and
      Indebtedness of any Subsidiary to
      the Borrower)

(c)   stock holdings other than in                                                                    10%
      Subsidiaries

(d)   mortgages                                                                                       10%

(e)   joint ventures and partnerships                                                                 10%

(f)   total investments in                                                                    20% of Market Value
                                                                                                   Net Worth

                  (a)-(e)

(g)   investments in Unimproved Land not                                                               5%
      adjacent to existing improvements
      and not under active planning for
      near term development as a
      percentage of Implied
      Capitalization Value

(h)   Identify any single industrial property in excess of 5% of Implied Capitalization Value (If none, insert
      "none"):
</Table>

<Table>
<S>                                                                                        <C>
2.       Dividends (Section 8.13)

         (a)      Amount paid during most recent quarter
                                                                                           -------------
         (b)      Amount paid during preceding three quarters
                                                                                           -------------
         (c)      Funds From Operation during such four quarter period
                                                                                           -------------
                  (i)      GAAP net income for such period
                                                                                           -------------
</Table>

                                Exhibit H, Page 3
<PAGE>
<Table>
<S>                       <C>                                                              <C>
                  (ii)     adjustments to GAAP net income per definition of
                           Funds From Operation (See Schedule)
                                                                                           -------------
                  (iii)    Funds From Operation
                                                                                           -------------

TOTAL DIVIDEND PAY OUT RATIO [(a) PLUS (b), DIVIDED BY (c)(III)]

Must be less than or equal to:                                                             95%

3.       EBITDA To Fixed Charges (Section 9.8(a))

         (a)      EBITDA for the quarter most recently ended

                  (i)      Borrower and its Subsidiaries
                                                                                           -------------
                  (ii)     less GAAP income from Investment Affiliate
                                                                                           -------------
                  (iii)    Allocable EBITDA of Investment Affiliates
                                                                                           -------------
                           (See Schedule)

                  (iv)     EBITDA [(i) minus (ii) plus (iii)]
                                                                                           -------------
         (b)      Interest income deducted from (a) (other than as to Defeased
                  REMIC Debt)
                                                                                           -------------
         (c)      Debt Service for the quarter most recently ended
                                                                                           -------------
                  (i)      GAAP interest expense (Borrower and Subsidiaries)
                                                                                           -------------
                  (ii)     Capitalized interest not covered by interest reserve
                                                                                           -------------
                  (iii)    Interest on Guaranteed Obligations
                                                                                           -------------
                  (iv)     Allocable Interest (Investment Affiliates)
                                                                                           -------------
                  (v)      Scheduled principal payments (including Investment
                           Affiliates) (vi) Interest Expense [SUM OF (i)-(v)]
                                                                                           -------------
         (d)      Preferred stock and partnership payments
                                                                                           -------------
         (e)      Ground lease payments (to the extent not deducted as an
                  expense in calculating EBITDA)
                                                                                           -------------
         (f)      Total Fixed Charges
                  [C (VI) PLUS (d) PLUS (e)]
                                                                                           -------------
</Table>


                                Exhibit H, Page 4

<PAGE>

RATIO
<Table>
<S>                                                                                        <C>
[(a)(IV) PLUS (b) DIVIDED BY (f)]:

Must be greater than or equal to:                                                          1.75

4.       Consolidated Total Indebtedness Ratio (Section 9.8(b))

         (a)      Consolidated Total Indebtedness (See Schedule)
                                                                                           -------------
         (b)      Implied Capitalization Value
                                                                                           -------------
                  (i)      Adjusted EBITDA for the quarter most recently ended
                                                                                           -------------
                  (ii)     less Adjusted EBITDA from Preleased Assets Under
                           Development and from Projects acquired or completed
                           during quarter
                                                                                           -------------
                  (iii)    plus full quarter pro forma adjustment for Projects
                           acquired or completed during quarter
                                                                                           -------------
                  (iv)     annualized (x4)
                                                                                           -------------
                  (v)      9.5%
                                                                                           -------------
                  (vi)     (item (iv) divided by item (v))
                                                                                           -------------
                  (vii)    GAAP value of Preleased Assets Under Development
                                                                                           -------------
                  (viii)   GAAP value of those over 270 days in category
                                                                                           -------------
                  (ix)     50% of item (vii) less item (viii)
                                                                                           -------------
                  (x)      lesser of 5% of Implied Capitalization Value or
                           $100,000,000
                                                                                           -------------
                  (xi)     lesser of item (ix) and item (x)
                                                                                           -------------
                  (xii)    Unrestricted Cash and Unrestricted Cash Equivalents
                           (including any cash on deposit with a qualified
                           intermediary and excluding any cash or cash
                           equivalents used to support Defeased REMIC Debt)
                                                                                           -------------
                  (xiii)   first mortgage receivables
                                                                                           -------------
                  (xiv)    10% of Implied Capitalization Value
                                                                                           -------------
</Table>

                                Exhibit H, Page 5
<PAGE>

<Table>
<S>                        <C>
                  (xv)     sum of (vi), (xi), (xii) and lesser of (xiii) or
                           (xiv) is "Implied Capitalization Value"
                                                                                           -------------
CONSOLIDATED TOTAL INDEBTEDNESS RATIO

[(a) DIVIDED BY (b) EXPRESSED AS A PERCENTAGE]:

Must be less than or equal to:                                                             55%

5.       Floating Rate Indebtedness Ratio (Section 9.8(c))

         (a)      Total Indebtedness not bearing interest at a fixed rate or not
                  subject to approved interest rate protection products
                                                                                           -------------
         (b)      Implied Capitalization Value [LINE (XV) IN ITEM 4(b) ABOVE]
                                                                                           -------------
FLOATING RATE INDEBTEDNESS RATIO

[(a) DIVIDED BY (b) EXPRESSED AS A PERCENTAGE]:

Must be less than or equal to:                                                             20%

6.       Value of Unencumbered Assets Ratio (Section 9.8(d))

         (a)      Value of Unencumbered Assets

                  (i)      Property Operating Income attributable to
                           Unencumbered Assets that are not assets under
                           development under GAAP owned by Borrower and
                           wholly-owned Subsidiaries as of end of quarter as
                           appropriately annualized (including pro forma
                           Property Operating Income for entire quarter for
                           Unencumbered Assets acquired during the quarter)
                           (attach schedule noting Property Operating Income for
                           each Unencumbered Asset as appropriately annualized)
                                                                                           -------------
                  (ii)     9.5%

                  (iii)    item (i) divided by item (ii)
                                                                                           -------------
                  (iv)     Cash on deposit with qualified intermediary
                                                                                           -------------
                  (v)      GAAP value of Preleased Assets Under Development that
                           are Unencumbered Assets and 100% leased in accordance
                           with Credit Agreement requirements
                                                                                           -------------
</Table>


                                Exhibit H, Page 6
<PAGE>
<Table>
<S>               <C>                                                                      <C>
                  (vi)     GAAP value of Presold Assets Under Development that
                           are Unencumbered Assets
                                                                                           -------------
                  (vii)    50% of GAAP value of each other asset under
                           development that is an Unencumbered Asset
                                                                                           -------------
                  (viii)   Deduction if amounts in (iv), (v) and (vi) exceed 10%
                           of value of Unencumbered Assets
                                                                                           -------------
                  (ix)     Sum of (iii) plus (iv) plus (v) plus (vi) minus (vii)
                           is value of Unencumbered Assets
                                                                                           -------------
         (b)      Consolidated Senior Unsecured Debt (provide schedule of such
                  Debt)
                                                                                           -------------
VALUE OF UNENCUMBERED ASSETS RATIO [(a) DIVIDED BY (b)]:

Must be greater than or equal to:                                                          1.75

7.       Property Operating Income Ratio (Section 9.8(e))

         (a)      Property Operating Income from all Unencumbered Assets owned
                  for any part of the preceding quarter
                                                                                           -------------
         (b)      Debt Service on Consolidated Senior Unsecured Debt for the
                  preceding quarter
                                                                                           -------------
                  (i)      Interest Expense (Borrower and Subsidiaries only)
                                                                                           -------------
                  (ii)     Regular principal payments (Borrower and
                           Subsidiaries)
                                                                                           -------------
                  (iii)    Debt Service [SUM OF (i) AND (ii)]
                                                                                           -------------
UNENCUMBERED PROPERTY OPERATING INCOME RATIO [(a) DIVIDED BY (b)]

Must be greater than or equal to:                                                          1.75

8.       Consolidated Secured Debt to Implied
         Capitalization Value (Section 9.8(f))

         (a)      Consolidated Secured Debt

                  (i)      Secured Indebtedness of Borrower and Subsidiaries
                                                                                           -------------
                  (ii)     Unsecured Indebtedness of Subsidiaries in excess of
                           $5,000,000
                                                                                           -------------
                  (iii)    Consolidated Secured Debt [SUM OF (i) PLUS (ii)]
                                                                                           -------------
         (b)      Implied Capitalization Value [LINE (xv) IN ITEM 4(b) ABOVE]
                                                                                           -------------
</Table>


                                Exhibit H, Page 7
<PAGE>
<Table>
<S>                                                                                        <C>
         (c)      (a) divided by (b)
                                                                                           -------------
Must be less than or equal to:                                                             35%

9.       Minimum Market Value Net Worth (Section 9.8(g))

         (a)      Market Value Net Worth

                  (i)      Implied Capitalization Value
                                                                                           -------------
                           [LINE (xv) IN ITEM 4(b) ABOVE]

                  (ii)     Indebtedness of Borrower and Subsidiaries
                                                                                           -------------
                  (iii)    Market Value Net Worth [(i) MINUS (ii)]
                                                                                           -------------
         (b)      $1,400,000,000

         (c)      product of .75 and net proceeds of stock and unit offerings
                  since June 30, 2002
                                                                                           -------------
         (d)      sum of (b) plus (c)
                                                                                           -------------
         (a)      (iii) must be greater than or equal to (d)
                                                                                           -------------
10.      Maximum Revenue From a Single Tenant (Section 9.11)

         (a)      7.5% of Consolidated Operating Partnership's total rent
                  revenue as of last day of quarter, annualized
                                                                                           -------------
         (b)      Identify any tenant for which rent revenue (exclusive of
                  tenant reimbursements) as annualized exceeds amount shown in
                  (a)
                                                                                           -------------
11.      Transfers of Unencumbered Assets (Section 9.5)

         (a)      Aggregate Value of all Unencumbered Assets transferred during
                  measuring period
                                                                                           -------------
         (b)      Aggregate Value of Unencumbered Assets at start of current
                  measuring period (trailing 4 quarters)
                                                                                           -------------
         (c)      Aggregate Value of Unencumbered Assets added during current
                  measuring period
                                                                                           -------------
         (d)      20% of sum of (b) and (c)
                                                                                           -------------
         (e)      25% of sum of (b) and (c)
                                                                                           -------------
         (f)      Aggregate Value of Unencumbered Assets Sold in Exit Markets
                  during current measuring period
                                                                                           -------------
</Table>


                                Exhibit H, Page 8
<PAGE>

         (g)      Aggregate Value of Unencumbered Assets Sold during current
                  measuring period

         (h)      Item (f) divided by sum of (b) and (c)

If Item (h) is less than or equal to 5%, Item (a) must be less than or equal to
Item (d). If Item (h) is greater than 5%, Item (a) must be less than or equal to
Item (e).

NOTE:           To the extent of any inconsistency between the form of this
                Compliance Certificate and the terms of the Agreement, the
                terms of the Agreement shall prevail.

                                Exhibit H, Page 9
<PAGE>
                                                                       EXHIBIT I

                              Intentionally Deleted


                                Exhibit I, Page 1
<PAGE>



                                                                       EXHIBIT J

                   FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

         This Assignment and Assumption (the "Assignment and Assumption") is
dated as of the Effective Date set forth below and is entered into by and
between [Insert name of Assignor] (the "Assignor") and [Insert name of Assignee]
(the "Assignee"). Capitalized terms used but not defined herein shall have the
meanings given to them in the Credit Agreement identified below (as amended, the
"Credit Agreement"), receipt of a copy of which is hereby acknowledged by the
Assignee. The Terms and Conditions set forth in Annex 1 attached hereto are
hereby agreed to and incorporated herein by reference and made a part of this
Assignment and Assumption as if set forth herein in full.

         For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to the Assignee, and the Assignee hereby irrevocably purchases and
assumes from the Assignor, subject to and in accordance with the Standard Terms
and Conditions and the Credit Agreement, as of the Effective Date inserted by
the Administrative Agent as contemplated below, the interest in and to all of
the Assignor's rights and obligations in its capacity as a Lender under the
Credit Agreement and any other documents or instruments delivered pursuant
thereto that represents the amount and percentage interest identified below of
all of the Assignor's outstanding rights and obligations under the respective
facilities identified below (including without limitation any letters of credit,
guaranties and swingline loans included in such facilities and, to the extent
permitted to be assigned under applicable law, all claims (including without
limitation contract claims, tort claims, malpractice claims, statutory claims
and all other claims at law or in equity), suits, causes of action and any other
right of the Assignor against any Person whether known or unknown arising under
or in connection with the Credit Agreement, any other documents or instruments
delivered pursuant thereto or the loan transactions governed thereby) (the
"Assigned Interest"). Such sale and assignment is without recourse to the
Assignor and, except as expressly provided in this Assignment and Assumption,
without representation or warranty by the Assignor.

1.       Assignor:

2.       Assignee: ______________________________ [and is an Affiliate/Approved
                   Fund of [identify Lender](9)

3.       Borrower(s):

4.       Administrative Agent: _________________________________ , as the agent
under the Credit Agreement.


----------

(9) Select as applicable.





                                Exhibit J, Page 1


<PAGE>

5.       Credit Agreement: The [amount] Credit Agreement dated as of
_______________ among

                  [name of Borrower(s)], the Lenders party thereto, [name of
                  Administrative Agent], as Administrative Agent, and the other
                  agents party thereto.



6.       Assigned Interest:



<Table>
<Caption>
                          Aggregate Amount of
                          Commitment/Loans for all     Amount of Commitment/Loans   Percentage Assigned of
Facility Assigned         Lenders*                     Assigned*                    Commitment/Loans(2)
-----------------         ------------------------     --------------------------   ----------------------
<S>                       <C>                          <C>                          <C>
            (3)           $                            $                                   %
------------                                                                        -------

------------              $                            $                            -------%

------------              $                            $                            -------%
</Table>


7.       Trade Date: ________________________________________________ (4)

Effective Date: ____________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE
AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER BY THE
ADMINISTRATIVE AGENT.]

   The terms set forth in this Assignment and Assumption are hereby agreed to:

                                     ASSIGNOR

                                     [NAME OF ASSIGNOR]

                                     By:
                                         --------------------------------------
                                     Title:
                                           ------------------------------------


                                Exhibit J, Page 2
<PAGE>

                                     ASSIGNEE

                                     [NAME OF ASSIGNEE]

                                     By:
                                         --------------------------------------
                                     Title:
                                            -----------------------------------


[Consented to and]5 Accepted:

[NAME OF ADMINISTRATIVE AGENT], as Administrative Agent

By:
   ----------------------------
Title:
      -------------------------

[Consented to:](6)

*Amount to be adjusted by the counterparties to take into account any payments
or prepayments made between the Trade Date and the Effective Date.

(2) Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans
of all Lenders thereunder.

(3) Fill in the appropriate terminology for the types of facilities under the
Credit Agreement that are being assigned under this Assignment (e.g. "Revolving
Credit Commitment," "Term Loan Commitment,", etc.)

(4) Insert if satisfaction of minimum amounts is to be determined as of the
Trade Date.

(5) To be added only if the consent of the Administrative Agent is required by
the terms of the Credit Agreement.

(6) To be added only if the consent of the Borrower and/or other parties (e.g.
Swingline Lender, L/C Issuer) is required by the terms of the Credit Agreement.

[NAME OF RELEVANT PARTY]

By:
   --------------------------------
Title:
       ----------------------------



                                Exhibit J, Page 3
<PAGE>
                                     ANNEX 1
                            TERMS AND CONDITIONS FOR
                            ASSIGNMENT AND ASSUMPTION

         1. Representations and Warranties.

         1.1 Assignor. The Assignor represents and warrants that (i) it is the
legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest
is free and clear of any lien, encumbrance or other adverse claim and (iii) it
has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby. Neither the Assignor nor any of its officers, directors,
employees, agents or attorneys shall be responsible for (i) any statements,
warranties or representations made in or in connection with the Credit Agreement
or any other Loan Document, (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency, perfection, priority, collectibility,
or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Borrower, any of its Subsidiaries or Affiliates or any other
Person obligated in respect of any Loan Document, (iv) the performance or
observance by the Borrower, any of its Subsidiaries or Affiliates or any other
Person of any of their respective obligations under any Loan Documents, (v)
inspecting any of the property, books or records of the Borrower, or any
guarantor, or (vi) any mistake, error of judgment, or action taken or omitted to
be taken in connection with the Loans or the Loan Documents.

         1.2. Assignee. The Assignee (a) represents and warrants that (i) it has
full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions
contemplated hereby and to become a Lender under the Credit Agreement, (ii) from
and after the Effective Date, it shall be bound by the provisions of the Credit
Agreement as a Lender thereunder and, to the extent of the Assigned Interest,
shall have the obligations of a Lender thereunder, (iii) agrees that its payment
instructions and notice instructions are as set forth in Schedule 1 to this
Assignment and Assumption, (iv) confirms that none of the funds, monies, assets
or other consideration being used to make the purchase and assumption hereunder
are "plan assets" as defined under ERISA and that its rights, benefits and
interests in and under the Loan Documents will not be "plan assets" under ERISA,
(v) agrees to indemnify and hold the Assignor harmless against all losses, costs
and expenses (including, without limitation, reasonable attorneys' fees) and
liabilities incurred by the Assignor in connection with or arising in any manner
from the Assignee's non-performance of the obligations assumed under this
Assignment and Assumption, (vi) it has received a copy of the Credit Agreement,
together with copies of financial statements and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Assumption and to purchase the
Assigned Interest on the basis of which it has made such analysis and decision
independently and without reliance on the Administrative Agent or any other
Lender, and (vii) attached as Schedule 1 to this Assignment and Assumption is
any documentation required to be delivered by the Assignee with respect to its
tax status pursuant to the terms of the Credit Agreement, duly completed and
executed by the Assignee and (b) agrees that (i) it will, independently and
without reliance on the Administrative Agent, the Assignor or any other Lender,
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in



                                Exhibit J, Page 4
<PAGE>

taking or not taking action under the Loan Documents, and (ii) it will perform
in accordance with their terms all of the obligations which by the terms of the
Loan Documents are required to be performed by it as a Lender.

         2. Payments. The Assignee shall pay the Assignor, on the Effective
Date, the amount agreed to by the Assignor and the Assignee. From and after the
Effective Date, the Administrative Agent shall make all payments in respect of
the Assigned Interest (including payments of principal, interest, fees and other
amounts) to the Assignor for amounts which have accrued to but excluding the
Effective Date and to the Assignee for amounts which have accrued from and after
the Effective Date.

         3. General Provisions. This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment and Assumption may be executed in any
number of counterparts, which together shall constitute one instrument. Delivery
of an executed counterpart of a signature page of this Assignment and Assumption
by telecopy shall be effective as delivery of a manually executed counterpart of
this Assignment and Assumption. This Assignment and Assumption shall be governed
by, and construed in accordance with, the law of the State of Illinois.


                                Exhibit J, Page 5
<PAGE>

                                                                       EXHIBIT K

                          FORM OF DESIGNATION AGREEMENT

                            Dated _____________, 20__

         Reference is made to the Second Amended and Restated Unsecured
Revolving Credit Agreement dated as of September __, 2002 (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement")
among First Industrial, L.P., a Delaware limited partnership (the "Borrower"),
First Industrial Realty Trust, Inc., the Lenders parties thereto, as Syndication
Agent, as Documentation Agent and Bank One, NA, as Administrative Agent (the
"Administrative Agent") for the Lenders. Terms defined in the Credit Agreement
are used herein with the same meaning.

         [NAME OF DESIGNOR] (the "Designor"), [NAME OF DESIGNATED LENDER] (the
"Designee"), the Administrative Agent and the Borrower agree as follows:

         1. The Designor hereby designates the Designee, and the Designee hereby
accepts such designation, to have a right to make Competitive Bid Loans pursuant
to Section 2.16 of the Credit Agreement. Any assignment by Designor to Designee
of its rights to make a Competitive Bid Loan pursuant to such Section 2.16 shall
be effective at the time of the funding for such Competitive Bid Loan and not
before such time.

         2. Except as set forth in Section 7 below, the Designor makes no
representation or warranty and assumes no responsibility pursuant to this
Designation Agreement with respect to (a) any statements, warranties or
representations made in or in connection with any Loan Document or the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of any Loan Document or any other instrument and document furnished pursuant
thereto and (b) the financial condition of the Borrower or General Partner or
the performance or observance by the Borrower or General Partner of any of their
respective obligations under any Loan Document or any other instrument or
document furnished pursuant thereto. (It is acknowledged that the Designor may
make representations and warranties of the type described above in other
agreements to which the Designor is a party).

         3. The Designee (a) confirms that it has received a copy of each Loan
Document, together with copies of the financial statements referred to in
Section 8.2 of the Credit Agreement and such other documents and information as
it has deemed appropriate to make its own independent credit analysis and
decision to enter into this Designation Agreement, (b) agrees that it will,
independently and without reliance upon the Administrative Agent, the Designor
or any other Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under any Loan Document; (c) confirms that it is a Designated
Lender; (d) appoints and authorizes the Administrative Agent to take such action
as agent on its behalf and to exercise such powers and discretion under any Loan
Document as are delegated to the Administrative Agent by the terms thereof,
together with such powers and discretion as are reasonably incidental


                                Exhibit K, Page 1
<PAGE>

thereto, and (e) agrees that it will perform in accordance with their terms all
of the obligations which by the terms of any Loan Document are required to be
performed by it as a Lender.

         4. The Designee hereby appoints the Designor as the Designee's agent
and attorney in fact, and grants to the Designor an irrevocable power of
attorney, to deliver and receive all communications and notices under the Credit
Agreement and other Loan Documents and to exercise on the Designee's behalf all
rights to vote and to grant and make approvals, waivers, consents or amendment
to or under the Credit Agreement or other Loan Documents. Any document executed
by the Designor on the Designee's behalf in connection with the Credit Agreement
or other Loan Documents shall be binding on the Designee. The Borrower, the
Administrative Agent and each of the Lenders may rely on and are beneficiaries
of the preceding provisions.

         5. Following the execution of this Designation Agreement by the
Designor and its Designee, it will be delivered to the Administrative Agent for
acceptance and recording by the Administrative Agent and the Borrower. The
effective date for this Designation Agreement (the "Effective Date") shall be
the date of acceptance hereof by the Administrative Agent and the Borrower,
unless otherwise specified on the signature page thereto.

         6. The Administrative Agent shall not institute or join any other
person in instituting against the Designee any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceeding, or other proceeding under any
federal or state bankruptcy or similar law, for one year and a day after the
Maturity Date.

         7. The Borrower shall not institute or join any other person in
instituting against the Designee any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceeding, or other proceeding under any federal or
state bankruptcy or similar law, for one year and a day after the Maturity Date.

         8. The Designor unconditionally agrees to pay or reimburse the Designee
and save the Designee harmless against all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever which may be imposed or asserted by any of the
parties to the Loan Documents against the Designee, in its capacity as such, in
any way relating to or arising out of this Designation Agreement or any other
Loan Documents or any action taken or omitted by the Designee hereunder or
thereunder, provided that the Designor shall not be liable for any portion of
such liabilities, obligations, losses, damage, penalties, actions, judgments,
suits, costs, expenses or disbursements if the same results from the Designee's
gross negligence or willful misconduct.

         9. Upon such acceptance and recording of this Designation Agreement by
the Borrower and the Administrative Agent, as of the Effective Date, the
Designee shall be entitled to the benefits of the Credit Agreement with a right
to fund and receive payment of the principal and interest on Competitive Bid
Loans pursuant to Section 2.16 of the Credit Agreement and otherwise with the
rights and obligations of a Participant of Designor thereunder.



                                Exhibit K, Page 2
<PAGE>

         10. This Designation Agreement shall be governed by, and construed in
accordance with, the laws of the State of Illinois, without reference to the
provisions thereof regarding conflicts of law.

         11. This Designation Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Designation Agreement by facsimile
transmission shall be effective as of delivery of a manually executed
counterpart of this Designation Agreement.

         IN WITNESS WHEREOF, the Designor and the Designee, intending to be
legally bound, have caused this Designation Agreement to be executed by their
officers thereunto duly authorized as of the date first above written.

Effective Date(10)                   ,       , 20
                  ------------------- ------     --

                                                [NAME OF DESIGNOR], as Designor

                                                By:
                                                    ----------------------------
                                                Title:
                                                      --------------------------


                                                [NAME OF DESIGNATED LENDER],

                                                as Designee

                                                By:
                                                    ----------------------------
                                                Title:
                                                      --------------------------



                                                Applicable Lending Office (and
                                                address for notices):

                                                            [ADDRESS]

Accepted this      day of                , 20
              ----        ---------------    --

----------

(10) This date should be no earlier than five Business Days after the delivery
of this Designation Agreement to the Administrative Agent.

                                Exhibit K, Page 3
<PAGE>

[AGENT], as Administrative Agent              [FIRST INDUSTRIAL, L.P.]

                                              By: FIRST INDUSTRIAL REALTY TRUST,
                                              INC., its general partner

By:                                           By:
   -----------------------------                  ------------------------------
Title:                                        Title:
      --------------------------                     ---------------------------



                                Exhibit K, Page 4
<PAGE>






                                                                       EXHIBIT L

                    AMENDMENT TO SECOND AMENDED AND RESTATED
                      UNSECURED REVOLVING CREDIT AGREEMENT


         This Amendment to the Second Amended and Restated Unsecured Revolving
Credit Agreement (the "Agreement") is made as of , , by and among First
Industrial, L.P., a Delaware limited partnership ("Borrower") First Industrial
Realty Trust, Inc., Bank One, NA, individually and as "Administrative Agent,"
and one or more new or existing "Lenders" shown on the signature pages hereof.

RECITALS

A. Borrower, Administrative Agent and certain other Lenders have entered into an
Second Amended and Restated Credit Agreement dated as of September __, 2002 (as
amended, the "Credit Agreement"). All capitalized terms used herein and not
otherwise defined shall have the meanings given to them in the Credit Agreement.

B. Pursuant to the terms of the Credit Agreement, the Lenders initially agreed
to provide Borrower with a revolving credit facility in an aggregate principal
amount of up to $_________. The Borrower, the Administrative Agent and the
Lenders now desire to amend the Credit Agreement in order to, among other things
(i) increase the Aggregate Commitment to $__________________; and (ii) admit
[name of new banks] as "Lenders" under the Credit Agreement.

NOW, THEREFORE, in consideration of the foregoing Recitals and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

AGREEMENTS

1. The foregoing Recitals to this Amendment hereby are incorporated into and
made part of this Amendment.

2. From and after _________, ____ (the "Effective Date") (i) [name of new banks]
shall be considered as "Lenders" under the Credit Agreement and the Loan
Documents, and (ii) [name of existing lenders] shall each be deemed to have
increased its Commitment to the amount shown next to their respective signatures
on the signature pages of this Amendment, each having a Commitment in the amount
shown next to their respective signatures on the signature pages of this
Amendment. The Borrower shall, on or before the Effective Date, execute and
deliver to each of such new or existing Lenders a new or amended and restated
Note in the amount of such Commitment (and in the case of a new Lender, a
Competitive Bid Note as well).


                                Exhibit L, Page 1
<PAGE>

3. From and after the Effective Date, the Aggregate Commitment shall equal
__________ Million Dollars ($___,000,000).

4. For purposes of Section 15.1 of the Credit Agreement (Giving Notice), the
address(es) and facsimile number(s) for [name of new banks] shall be as
specified below their respective signature(s) on the signature pages of this
Amendment.

5. The Borrower hereby represents and warrants that, as of the Effective Date,
there is no Default or Event of Default, the representations and warranties
contained in Articles VI and VII of the Credit Agreement are true and correct as
of such and the Borrower has no offsets or claims against any of the Lenders.

6. As expressly modified as provided herein, the Credit Agreement shall continue
in full force and effect.

7. This Amendment may be executed in any number of counterparts, all of which
taken together shall constitute one agreement, and any of the parties hereto may
execute this Amendment by signing any such counterpart.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of
the date first written above.


FIRST INDUSTRIAL, L.P.

By:  FIRST INDUSTRIAL REALTY TRUST, INC., its general partner

By:
Print Name:
Title:


First Industrial, L.P.

c/o First Industrial Realty Trust, Inc.
311 South Wacker Drive, Suite 400
Chicago, Illinois 60606
Attention: Mr. Scott Musil
Facsimile: (312) 895-9380


                             Schedule 6.19, Page 2

<PAGE>

FIRST INDUSTRIAL REALTY TRUST, INC.


By:
Print Name:
Title:


BANK ONE, NA, Individually and as Administrative Agent

By:
Print Name:
Title:


1 Bank One Plaza
Chicago, Illinois  60670
Facsimile: 312/732-5939
Attention: Corporate Real Estate
Amount of Commitment:  $


[NAME OF NEW LENDER]

By:
Print Name:
Title:


[Address of New Lender]
Phone:
Facsimile:
Attention:




                             Schedule 6.19, Page 3
<PAGE>





                                  SCHEDULE 6.9

                              LITIGATION (BORROWER)



                                      NONE


                              Schedule 6.9, Page 1
<PAGE>





                                  SCHEDULE 6.19

                            ENVIRONMENTAL COMPLIANCE

                      Environmental Reports and Agreements
                                  Schedule 6.19



<Table>
<Caption>
     Prop Num                         Property/Type                        Date       Issued/Completed By
     --------                         -------------                        ----       -------------------
<S>                 <C>                                                  <C>          <C>
       332          2900 N. SHADELAND, INDIANAPOLIS, IN

                    First Quarter 2002 Progress                          5/13/2002    Roy F. Weston, Inc.

                    Third Quarter 2001 Progress Report                   11/8/2001    Roy F. Weston, Inc.

                    Second Quarter 2001 Progress Report                  8/15/2001    Roy F. Weston, Inc.

                    Monthly Federal NPDES Discharge Monitoring Report    11/27/00     Roy F. Weston, Inc.

                    Monthly Federal NPDES Discharge Monitoring Report    10/27/00     Roy F. Weston, Inc.

                    2001 Voluntary Remediation O & M and Subsurface      10/23/00     Roy F. Weston, Inc.
                    Investigation Activities

                    Third Quarterly Report                                9/28/00     Roy F. Weston, Inc.

                    NPDES Permit, Results of Supplementary Monitoring     7/3/00      Roy F. Weston, Inc.

                    Second Quarterly Report 2000                          6/2/00      Roy F. Weston, Inc.

                    Bi-annual Sampling Approval                           4/4/00      Indiana Dept. of Environ
                                                                                      Management (IDEM)

                    First Quarter 2000 Sampling Report                    3/31/00     Roy F. Weston, Inc.

                    Heat Treat Tunnel and Heat Treat Degreasing           1/31/00     Roy F. Weston, Inc.
                    Investigation

                    Fourth Quarterly Report 2000                          1/5/00      Roy F. Weston, Inc.

                    Project Status, IDEM Voluntary Remediation            11/8/99     Roy F. Weston, Inc.
                    Program

                    IDEM NPDES Facility Inspection Report, NPDES          7/15/98
                    permit # IN001643

                    Progress Report, IDEM VRP                             7/14/98     Roy F. Weston, Inc.

                    NPDES Permit # IN0060020                              5/15/98     IDEM

                    Draft NPDES Permit # IN0060020                        3/16/98     IDEM

                    Project Update/Status                                 3/9/98      Roy F. Weston, Inc.

                    NPDES Supplemental Information                        2/18/98     Roy F. Weston, Inc.

                    Annual O & M and Quarterly Sampling                   8/7/97      Roy F. Weston, Inc.

                    Additional Investigation at Interior UST Area         9/5/96      American Environmental
</Table>



                              Schedule 6.19, Page 1

<PAGE>

<Table>
<Caption>
     Prop Num                         Property/Type                        Date              Issued/Completed By
     --------                         -------------                        ----              -------------------
<S>                 <C>                                                  <C>          <C>

                    Industrial Discharge Permit Modification to           6/11/96     City of Indianapolis - Dept
                    FIIP as permitee                                                  of Public Works

                    Thirty-Five Soil Organic Analyses                     6/7/96      ATEC Associates, Inc.

                    Twelve Water VOA                                      5/30/96     ATEC Associates, Inc.

                    Six Water Chemical Analyses, Nineteen Soil            5/30/96     ATEC Associates, Inc.
                    Chemical Analyses, First Highland

                    Approval of Voluntary Remediation Work Plan for       5/28/96     IDEM
                    First Industrial

                    Statement of Industrial Waste Discharge, Permit       5/22/96     ATEC Associates, Inc.
                    #651201

                    Eleven Soil VOA, BNA; Ten Soil TOC; Seven Water       5/20/96     ATEC Associates, Inc.
                    VOA; Five Water BNA

                    Industrial Discharge Permit, Self Monitoring          5/20/96     ATEC Associates, Inc.
                    Reports for April-June 1996

                    ATEC Response, Technical Remediation Work plan        3/11/96     ATEC Associates, Inc.

                    Phase II Subsurface Investigation Report              2/21/96     Groundwater Technology, Inc. (GTI)

                    Addendum to Phase I Environmental Assessment:         2/5/96      GTI
                    Chain of Title Review

                    Phase I Environmental Site Assessment Report          1/31/96     GTI

                    Asbestos Survey                                       1/1/96      Smith Environmental
                                                                                      Technologies Corporation

                    Remediation Work Plan                                10/24/95     ATEC Associates, Inc.

                    Phase I Environmental Site Assessment and             4/5/95      ATEC Associates, Inc.

                    Limited Subsurface Investigation, Proposed
                    Buildings I & II

                    Voluntary Remediation Agreement                       10/4/95     Indiana Dept of Environ.
                                                                                      Management

       1569         2102-2314 EDWARDS, HOUSTON, TX

                    Proposal for Supplemental Site Investigation          11/3/99     HBC Engineering, Inc.

                    Supplemental Environmental Site Investigation         2/5/99      HBC Engineering, Inc.
</Table>


                              Schedule 6.19, Page 2

<PAGE>

<Table>
<Caption>
     Prop Num                         Property/Type                        Date              Issued/Completed By
     --------                         -------------                        ----              -------------------
<S>                 <C>                                                  <C>          <C>


                    Supplemental Environmental Site Investigation        12/24/97     HBC Engineering, Inc.

                    Supplemental Environmental Site Investigation        11/20/97     HBC Engineering, Inc.

                    Environmental Site Assessment                         10/6/97     HBC Engineering, Inc.

                    General Correspondence regarding Innocent                         Texas Natural Resource
                    Owner/Operator                                                    Conservation Commission

       1802         2 SPRINGDALE ROAD, CHERRY HILL, NJ

                    Remedial Investigation Update Report                 July 2002    RT Environmental Services

                    ISRA Preliminary Assessment/Site                    April 2002    RT Environmental Services
                    Investigation/Remedial Investigation

                    ISRA Preliminary Assessment/Site                     July 2001    RT Environmental Services
                    Investigation/Remedial Investigation

                    Summary of Limited Phase II Activities               11/12/98     Elkon Planning and Design

                    Preliminary Findings Letter (w/ Phase I              10/30/97     Elkon Planning and Design
                    attachments)

       1801         2 NORTH OLNEY, CHERRY HILL, NJ

                    No Further Action Letter Pending w/ NJDEP            September
                                                                           2002

                    Summary of Limited Phase II Activities                6/9/98      Elkon Planning and Design

                    Preliminary Findings Letter (w/ Phase I              10/31/97     Elkon Planning and Design
                    Attachments)

                    Preliminary Findings Letter (w/ Phase I              10/16/97     Elkon Planning and Design
                    Attachments)

       1803         4 NORTH OLNEY-4 SPRINGDALE AVENUE, CHERRY HILL,
                    NJ

                    ISRA Preliminary Assessment                          Jan. 2001    RT Environmental Services

                    Summary of Limited Phase II Activities                11/9/98     Elkon Planning and Design

                    Preliminary Findings Letter (w/ Phase I              10/17/97     Elkon Planning and Design
                    attachments

       1805         8 SPRINGDALE AVENUE, CHERRY HILL, NJ

                    Groundwater Investigation Results                    3/25/2001    RT Environmental Services

                    ISRA Preliminary Assessment                          Mar. 2001    RT Environmental Services

                    Summary of Limited Phase II Activities                9/16/98     Elkon Planning and Design

                    Preliminary Findings Letter (w/ Phase I              10/21/97     Elkon Planning and Design
                    attachments

       1807         1 ESTERBROOK LANE, CHERRY HILL, NJ

                    Third Quarter Groundwater Monitoring Report          Mar. 2002    RT Environmental Services
</Table>

                              Schedule 6.19, Page 3
<PAGE>
<Table>
<Caption>
     Prop Num                         Property/Type                        Date              Issued/Completed By
     --------                         -------------                        ----              -------------------
<S>                 <C>                                                  <C>          <C>
                    Update Report                                        12/4/2001    RT Environmental Services

                    ISRA Preliminary Assessment                          June 2001    RT Environmental Services

                    No Further Action Letter and Covenant Not to Sue     11/17/98     New Jersey Department of
                                                                                      Environ. Protection

                    Summary of Limited Phase II Activities                11/6/98     Elkon Planning and Design

                    Preliminary Findings Letter (w/ Phase I              10/29/97     Elkon Planning and Design
                    attachments)

       1809         5 ESTERBROOK LANE, CHERRY HILL, NJ

                    No Further Action Letter Pending w/ NJDEP            September
                                                                           2002

                    Summary of Limited Phase II Activities                9/16/98     Elkon Planning and Design

                    Preliminary Findings Letter (w/ Phase I              10/31/97     Elkon Planning and Design
                    attachments)

                    Preliminary Findings Letter (w/ Limited Phase I      10/30/97     Elkon Planning and Design
                    Attachments)

       1813         3 COMPUTER DRIVE - 7 ESTERBROOK LANE, CHERRY
                    HILL, NJ

                    No Further Action Letter Pending w/ NJDEP            September
                                                                           2002

                    Summary of Limited Phase II Activities               11/25/98     Elkon Planning and Design

                    Preliminary Findings Letter (w/ Phase I              10/30/97     Elkon Planning and Design
                    attachments)

       1816         3 ESTERBROOK LANE, CHERRY HILL, NJ                   11/25/98

                    No Further Action Letter Pending w/ NJDEP            September
                                                                           2002

                    Summary of Limited Phase II Activities               11/13/98     Elkon Planning and Design

                    Preliminary Findings Letter (w/ Phase I              10/30/97     Elkon Planning and Design
                    attachments)

       1817         4 ESTERBROOK LANE, CHERRY HILL, NJ

                    Phase II Report                                     April 2002    IT Group

                    No Further Action Letter                             11/8/2001    NJDEP

                    ISRA Preliminary Assessment                          Jan. 2001    RT Environmental Services

                    Summary Limited Phase II Activities                  11/18/98     Elkon Planning and Design

                    Preliminary Findings Letter (w/ Phase I              10/30/97     Elkon Planning and Design
                    attachments)

       1824         18 OLNEY AVENUE, CHERRY HILL, NJ

                    ISRA Preliminary Assessment                          Feb. 2001    RT Environmental Services
</Table>


                              Schedule 6.19, Page 4
<PAGE>
<Table>
<Caption>
     Prop Num                         Property/Type                        Date              Issued/Completed By
     --------                         -------------                        ----              -------------------
<S>                 <C>                                                  <C>          <C>
                    Summary Limited Phase II Activities                   9/16/98     Elkon Planning and Design

                    Preliminary Findings Letter (w/ Phase I              10/31/97     Elkon Planning and Design
                    attachments)

       1827         55 CARNEGIE DRIVE

                    ISRA Preliminary Assessment                          Feb. 2001    RT Environmental Services

                    Summary Limited Phase II Activities                  11/16/98     Elkon Planning and Design

                    Preliminary Findings Letter (w/ Phase I              10/31/97     Elkon Planning and Design
                    attachments)

       1828         57 CARNEGIE DRIVE

                    Soil Re-Use Plan                                     Oct. 2001    RT Environmental Services

                    Arsenic Sampling Results                             10/3/2001    RT Environmental Services

                    Summary Limited Phase II Activities                   9/15/98     Elkon Planning and Design

                    Preliminary Findings Letter (w/ Phase I              10/31/97     Elkon Planning and Design
                    attachments)

       1829         VACANT LOT #1 - SPRINGDALE ROAD, CHERRY HILL, NJ

                    ISRA Preliminary Assessment                          Jan. 2001    RT Environmental Services

                    Summary Limited Phase II Activities                  11/25/98     Elkon Planning and Design

                    Preliminary Findings Letter (w/ Phase I              10/30/97     Elkon Planning and Design
                    attachments)

       1830         VACANT LOT #2 - OLNEY AVENUE, CHERRY
                    HILL, NJ

                    ISRA Preliminary Assessment                          Mar. 2001    RT Environmental Services

                    Summary Limited Phase II Activities                  11/25/98     Elkon Planning and Design

                    Preliminary Findings Letter (w/ Phase I              10/30/97     Elkon Planning and Design
                    attachments)

      10802         4330 S. RACINE, CHICAGO IL

                    Phase I/Phase II Review                              6/30/2000    Clayton Group Services

                    Phase I Environmental Site Assessment                4/19/1999    RERC Environmental, Inc.

                    Phase I ESA Recertification                          12/6/1995    GTI

                    Regulatory File Review                               4/14/1994    GTI

                    Asbestos Containing Material Survey
                    Tank Tightness Testing and Aerial Photograph
                    Addendum

                    Phase II Subsurface Investigation                    3/20/1994    GTI

                    Phase I Site Assessment                              3/17/1994    GTI
</Table>



                              Schedule 6.19, Page 5
<PAGE>


                                  SCHEDULE 6.24

                                   TRADE NAMES

<Table>
<S>             <C>
                First Industrial (Michigan), Limited Partnership
                First Industrial (Minnesota), Limited Partnership
                       First Industrial (Tennessee), L.P.
                    First Industrial Realty, Inc. [Michigan]
                 First Industrial Limited Partnership [Kentucky]
 First Industrial, Limited Partnership [Connecticut, Oregon, Wisconsin and Maryland]
 First Industrial Financing Partnership, Limited Partnership [Michigan and New Hampshire]
     First Industrial Financing Partnership (Minnesota), Limited Partnership
     First Industrial Financial Partnership (Wisconsin), Limited Partnership
 First Industrial MP, L.P. dba First Industrial Mortgage Partnership, L.P. [Tennessee]
             FI Development Services, Limited Partnership [Kentucky]
              FI Development Services of Delaware, L.P. [Wisconsin]
                          FIDS Arizona, L.P. [Arizona]
        First Industrial Development Investors (Delaware), LLC [Arizona]
</Table>


                              Schedule 6.24, Page 1
<PAGE>





                                  SCHEDULE 6.25

                             SUBSIDIARIES (BORROWER)


First Industrial Financing Partnership, L.P., a Delaware limited partnership*

First Industrial Pennsylvania, L.P., a Delaware limited partnership*
First Industrial Harrisburg, L.P., a Delaware limited partnership*
First Industrial Securities, L.P., a Delaware limited partnership*
First Industrial Mortgage Partnership, L.P., a Delaware limited partnership*
First Industrial Indianapolis Partnership, L.P., a Delaware limited partnership*
FI Development Services, L.P., a Delaware limited partnership (formerly known as
First Industrial Development Services, L.P.)*
TK-SV, Ltd.*
FR OP Fund Management, LLC
First Industrial Telecommunications LLC FR OP Fund, LLC FR Development Services,
L.L.C.
FR California Fund, LLC
FR California Management, LLC
FR Development Manager, LLC
FR Development Property Manager, LLC
First Industrial Management Services, LLC




NOTE: Borrower owns 99% limited partnership interest in all limited partnerships
and Borrower owns 100% membership interest in all limited liability companies.


                              Schedule 6.25, Page 1
<PAGE>





                                  SCHEDULE 6.26

                     UNENCUMBERED ASSETS AS OF JUNE 30, 2002



                              Schedule 6.26, Page 1


<PAGE>




                                  SCHEDULE 7.8

LITIGATION (GENERAL PARTNER)



NONE



                              Schedule 7.8, Page 1

<PAGE>


                                  SCHEDULE 7.18

                         SUBSIDIARIES (GENERAL PARTNER)



1.      FI Development Services Corporation, a Maryland corporation

2.      First Industrial Finance Corporation, a Maryland corporation

3.      First Industrial Acquisitions, Inc., a Maryland corporation

4.      First Industrial Pennsylvania Corporation, a Maryland corporation

5.      First Industrial Harrisburg Corporation, a Maryland corporation

6.      First Industrial Securities Corporation, a Maryland corporation

7.      First Industrial Mortgage Corporation, a Maryland corporation

8.      First Industrial Indianapolis Corporation, a Maryland corporation

9.      First Industrial Florida Finance Corporation

NOTE:

1.      Each of these entities is 100% wholly owned by the General Partner.

2.      None of these entities owns any properties.


                              Schedule 7.18, Page 1

</TEXT>
</DOCUMENT>
