<PAGE>   1
                                                                    EXHIBIT 4.16


                                                                  EXECUTION COPY





                             FIRST INDUSTRIAL, L.P.

                                     Issuer

                                       to

                      U.S. BANK TRUST NATIONAL ASSOCIATION

                                     Trustee




                          Supplemental Indenture No. 6

                           Dated as of March 19, 2001




                                  $200,000,000
                                       of
                              7.375% Notes due 2011
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         SUPPLEMENTAL INDENTURE NO. 6, dated as of March 19, 2001 (the
"Supplemental Indenture"), between FIRST INDUSTRIAL, L.P., a limited partnership
duly organized and existing under the laws of the State of Delaware (the
"Operating Partnership"), and U.S. BANK TRUST NATIONAL ASSOCIATION, a national
banking association duly organized and existing under the laws of the United
States of America, as Trustee (herein called the "Trustee").

                      RECITALS OF THE OPERATING PARTNERSHIP

         The Operating Partnership has heretofore delivered to the Trustee an
Indenture dated as of May 13, 1997 (the "Indenture"), a form of which has been
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended, as an exhibit to the Operating Partnership's Registration
Statement on Form S-3 (Registration No. 333-21873), providing for the issuance
from time to time of Debt Securities of the Operating Partnership (the
"Securities").

         Section 301 of the Indenture provides for various matters with respect
to any series of Securities issued under the Indenture to be established in an
indenture supplemental to the Indenture.

         Section 901(7) of the Indenture provides for the Operating Partnership
and the Trustee to enter into an indenture supplemental to the Indenture to
establish the form or terms of Securities of any series as provided by Sections
201 and 301 of the Indenture.

         All the conditions and requirements necessary to make this Supplemental
Indenture, when duly executed and delivered, a valid and binding agreement in
accordance with its terms and for the purposes herein expressed, have been
performed and fulfilled.

         NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the series
of Securities provided for herein by the Holders thereof, it is mutually
covenanted and agreed, for the equal and proportionate benefit of all Holders of
the Notes, as follows:

                                   ARTICLE I

                       RELATION TO INDENTURE: DEFINITIONS

         Section 1.1. Relation to Indenture. This Supplemental Indenture
constitutes an integral part of the Indenture.

         Section 1.2. Definitions. For all purposes of this Supplemental
Indenture, except as otherwise expressly provided for or unless the context
otherwise requires:

                  (a) Capitalized terms used but not defined herein shall have
the respective meanings assigned to them in the Indenture; and

                  (b) All references herein to Articles and Sections, unless
otherwise specified, refer to the corresponding Articles and Sections of this
Supplemental Indenture.

         "ACQUIRED INDEBTEDNESS" means Indebtedness of a Person (i) existing at
the time such Person becomes a Subsidiary or (ii) assumed in connection with the
acquisition of assets from such Person, in each case, other than Indebtedness
incurred in connection with, or in contemplation of, such Person becoming a
Subsidiary or such acquisition. Acquired Indebtedness shall be deemed to be
incurred on the date of the related acquisition of assets from any Person or the
date the acquired Person becomes a Subsidiary.



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         "ANNUAL SERVICE CHARGE" for any period means (i) the aggregate interest
expense for such period in respect of, and the amortization during such period
of any original issue discount of, Indebtedness of the Operating Partnership and
its Subsidiaries and the amount of dividends which are payable during such
period in respect of any Disqualified Stock and (ii) so long as First Industrial
Securities, L.P. ("Securities, L.P.") is a Subsidiary of the Operating
Partnership, distributions which are payable during such period in respect of
any preference equity interests of Securities, L.P.

         "BUSINESS DAY" means any day, other than a Saturday or Sunday, that is
neither a legal holiday nor a day on which banks in New York City or in Chicago
are authorized or required by law, regulation or executive order to close.

         "CAPITAL STOCK" means, with respect to any Person, any capital stock
(including preferred stock), shares, interests, participations or other
ownership interests (however designated) of such Person and any rights (other
than debt securities convertible into or exchangeable for corporate stock),
warrants or options to purchase any thereof.

         "CLEARSTREAM BANKING" means Clearstream Banking, societe anonyme, its
successors and assigns.

         "CLOSING DATE" has the meaning specified in Section 3.1 hereof.

         "COMMISSION" means the United States Securities and Exchange
Commission, or any successor entity.

         "CONSOLIDATED INCOME AVAILABLE FOR DEBT SERVICE" for any period means
Earnings from Operations of the Operating Partnership and its Subsidiaries plus
amounts which have been deducted, and minus amounts which have been added, for
the following (without duplication): (i) interest on Indebtedness of the
Operating Partnership and its Subsidiaries, (ii) provision for taxes of the
Operating Partnership and its Subsidiaries based on income, (iii) amortization
of debt discount, (iv) provisions for gains and losses on properties and
property depreciation and amortization, (v) the effect of any noncash charge
resulting from a change in accounting principles in determining Earnings from
Operations for such period, (vi) amortization of deferred charges and (vii)
interest income related to investments irrevocably deposited with an agent of
the Operating Partnership or any of its Subsidiaries, as the case may be, for
the purpose of defeasing any indebtedness or any other obligation (whether
through a covenant defeasance or otherwise) pursuant to the terms of such
indebtedness or other obligation or the terms of any instrument creating or
evidencing it.

         "CORPORATE TRUST OFFICE" means the office of the Trustee at which, at
any particular time, its corporate trust business shall be administered, which
office at the date hereof is located at One Illinois Center, 111 East Wacker
Drive, Suite 3000, Chicago, Illinois 60601 and, for purposes of the Place of
Payment provisions of Sections 305 and 1002 of the Indenture, is located at 100
Wall Street, Suite 2000, New York, New York 10005.

         "DTC" has the meaning specified in Section 2.12 hereof.

         "DEFAULT DAY" has the meaning specified in Section 3.2(b) hereof.

         "DISQUALIFIED STOCK" means, with respect to any Person, any Capital
Stock of such Person which by the terms of such Capital Stock (or by the terms
of any security into which it is convertible or for which it is exchangeable or
exercisable), upon the happening of any event or otherwise, (i) matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise
(other than Capital Stock which is


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redeemable solely in exchange for Capital Stock which is not Disqualified Stock
or the maturity price or redemption price of which may, at the option of such
Person, be paid in Capital Stock which is not Disqualified Stock), (ii) is
convertible into or exchangeable or exercisable for Indebtedness or Disqualified
Stock or (iii) is redeemable at the option of the holder thereof, in whole or in
part (other than Capital Stock which is redeemable solely in exchange for
Capital Stock which is not Disqualified Stock or the redemption price of which
may, at the option of such Person, be paid in Capital Stock which is not
Disqualified Stock), in each case on or prior to the Stated Maturity of the
Notes.

         "EARNINGS FROM OPERATIONS" for any period means net income excluding
gains and losses on sales of investments, extraordinary items and property
valuation losses, net as reflected in the financial statements of the Operating
Partnership and its Subsidiaries for such period determined on a consolidated
basis in accordance with GAAP (except that for purposes hereof, each Subsidiary
of the Operating Partnership shall be treated as if such Subsidiary were a
subsidiary under GAAP).

         "ENCUMBRANCE" means any mortgage, lien, charge, pledge or security
interest of any kind; provided, however, that the term "Encumbrance" shall not
include any mortgage, lien, charge, pledge or security interest securing any
indebtedness or any other obligation which has been defeased (whether a covenant
defeasance or otherwise) pursuant to the terms of such indebtedness or other
obligation or the terms of any instrument creating or evidencing it.

         "EUROCLEAR" means the Euroclear System, its successors and assigns.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder by the Commission.

         "EXCHANGE CERTIFICATED NOTE" means a note in definitive, fully
registered form, without coupons, substantially in the form set forth on Exhibit
E hereto.

         "EXCHANGE GLOBAL NOTE" has the meaning specified in Section 2.12(c).

         "EXCHANGE NOTES" has the meaning specified in Section 2.1 hereof.

         "EXCHANGE OFFER" means the offer by the Operating Partnership to
exchange all of the Initial Notes for Exchange Notes.

         "EXCHANGE OFFER REGISTRATION STATEMENT" has the meaning specified in
Section 3.1 hereof.

         "GAAP" means generally accepted accounting principles as used in the
United States applied on a consistent basis as in effect from time to time;
provided, that solely for purposes of any calculation required by the financial
covenants contained herein, "GAAP" shall mean generally accepted accounting
principles as used in the United States on the date hereof, applied on a
consistent basis.

         "GLOBAL NOTE" means the Initial Global Note and the Exchange Global
Note.

         "HOLDERS" has the meaning specified in Section 3.1(a) hereof.

         "INDEBTEDNESS" of the Operating Partnership or any of its Subsidiaries
means any indebtedness of the Operating Partnership or any of its Subsidiaries,
whether or not contingent, in respect of (i) (a) borrowed money or evidenced by
bonds, notes, debentures or similar instruments whether or not such indebtedness
is secured by any Encumbrance existing on property owned by the Operating
Partnership or any of its Subsidiaries (b) indebtedness for borrowed money of a
Person other than the Operating Partnership or a Subsidiary of the Operating
Partnership which is secured by any Encumbrance existing on property owned by
the Operating Partnership or any of its Subsidiaries, to the extent of the
lesser of (x) the amount of indebtedness so secured and (y) the fair market
value of the property subject to such Encumbrance, (c) the reimbursement
obligations, contingent or otherwise, in connection with any letters of credit
actually issued or amounts representing the balance deferred and unpaid of the
purchase price of any property or services, except any such balance that
constitutes an accrued expense or trade


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payable, (d) the principal amount of all obligations of the Operating
Partnership or any of its Subsidiaries with respect to redemption, repayment or
other repurchase of any Disqualified Stock, (e) any lease of property by the
Operating Partnership or any of its Subsidiaries as lessee which is reflected on
the Operating Partnership's consolidated balance sheet determined in accordance
with GAAP (except that for the purposes hereof, each Subsidiary of the Operating
Partnership shall be treated as if such Subsidiary were a subsidiary under GAAP)
as a capitalized lease, or (f) interest rate swaps, caps or similar agreements
and foreign exchange contracts, currency swaps or similar agreements, and (ii)
the liquidation preference on any issued and outstanding preferred equity
interests of Securities, L.P., to the extent, in the case of items of
indebtedness under (i) (a) through (c) above, that any such items (other than
letters of credit) would appear as a liability on the Operating Partnership's
consolidated balance sheet determined in accordance with GAAP (except that for
the purposes hereof, each Subsidiary of the Operating Partnership shall be
treated as if such Subsidiary were a subsidiary under GAAP), and also includes,
to the extent not otherwise included, any obligation by the Operating
Partnership or any of its Subsidiaries to be liable for, or to pay, as obligor,
guarantor or otherwise (other than for purposes of collection in the ordinary
course of business), Indebtedness of another Person (other than the Operating
Partnership or any of its Subsidiaries) (it being understood that Indebtedness
shall be deemed to be incurred by the Operating Partnership or any of its
Subsidiaries whenever the Operating Partnership or such Subsidiary shall create,
assume, guarantee or otherwise become liable in respect thereof); provided,
however, that the term "Indebtedness" shall not include any indebtedness or any
other obligation that has been defeased (whether a covenant defeasance or
otherwise) pursuant to the terms of such indebtedness or other obligation or the
terms of any instrument creating or evidencing it.

         "INDENTURE" has the meaning specified in the recitals hereof.

         "INITIAL CERTIFICATED NOTES" has the meaning specified in Section
4.1(b).

         "INITIAL GLOBAL NOTE" has the meaning specified in Section 2.12(b).

         "INITIAL NOTES" has the meaning specified in Section 2.1 hereof.

         "INITIAL PURCHASERS" means Credit Suisse First Boston Corporation,
Chase Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Salomon Smith Barney Inc., Banc One Capital Markets, Inc., Banc of America
Securities LLC and UBS Warburg LLC.

         "INTEREST PAYMENT DATE" has the meaning specified in Section 2.3
hereof.

         "MAKE-WHOLE AMOUNT" means, in connection with any optional redemption
or accelerated payment of any Note, the excess, if any, of (i) the aggregate
present value as of the date of such redemption or accelerated payment of each
dollar of principal being redeemed or paid and the amount of interest (exclusive
of interest accrued to the date of redemption or accelerated payment) that would
have been payable in respect of such dollar if such redemption or accelerated
payment had not been made, determined by discounting, on a semi-annual basis,
such principal and interest at the Reinvestment Rate (determined on the third
Business Day preceding the date such notice of redemption or accelerated payment
is given) from the respective dates on which such principal and interest would
have been payable if such redemption or accelerated payment had not been made,
over (ii) the aggregate principal amount of the Notes being redeemed or
accelerated.

         "NON-U.S. PERSON" means a Person that is not a U.S. Person as defined
in Regulation S, and includes dealers or other professional fiduciaries in the
United States acting on a discretionary basis for foreign beneficial owners
(other than an estate or trust) in offshore transactions meeting the
requirements of Rule 904 of Regulation S.

         "NOTES" means the Initial Notes and the Exchange Notes.



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         "OPERATING PARTNERSHIP" has the meaning specified in the introductory
paragraph hereof.

         "PURCHASE AGREEMENT" means the Purchase Agreement dated March 12, 2001
between the Operating Partnership and the Initial Purchasers.

         "QIB" means a qualified institutional buyer, as defined in Rule 144A
under the Securities Act.

         "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated March 19, 2001, between the Operating Partnership and the
Initial Purchasers.

         "REGULATION S" means Regulation S under the Securities Act.

         "REGULAR RECORD DATE" has the meaning specified in Section 2.3 hereof.

         "REINVESTMENT RATE" means .25% (twenty-five one hundredths of one
percent) plus the arithmetic mean of the yields under the respective headings
"This Week" and "Last Week" published in the Statistical Release under the
caption "Treasury Constant Maturities" for the maturity (rounded to the nearest
month) corresponding to the remaining life to maturity, as of the payment date
of the principal being redeemed or accelerated. If no published maturity exactly
corresponds to such maturity, yields for the two published maturities most
closely corresponding to such maturity shall be calculated pursuant to the
immediately preceding sentence and the Reinvestment Rate shall be interpolated
or extrapolated from such yields on a straight-line basis, rounding in each of
such relevant periods to the nearest month. For such purposes of calculating the
Reinvestment Rate, the most recent Statistical Release published prior to the
date of determination of the Make-Whole Amount shall be used. If the format or
content of the Statistical Release changes in a manner that precludes
determination of the Treasury Yield in the above manner, then the Treasury Yield
shall be determined in the manner that most closely approximates the above
manner, as reasonably determined by the Operating Partnership.

         "REQUIRED FILING DATE" has the meaning specified in Section 2.15
hereof.

         "RULE 144A" means Rule 144A under the Securities Act.

         "SECURITIES" has the meaning specified in the recitals hereof.

         "SECURITIES ACT" means the Securities Act of 1933, as amended from time
to time.

         "SHELF REGISTRATION STATEMENT" has the meaning specified in Section
3.1(c) hereof.

         "SPECIAL INTEREST PREMIUM" has the meaning specified in Section 3.2
hereof.

         "STATISTICAL RELEASE" means the statistical release designated
"H.15(519)" or any successor publication which is published weekly by the
Federal Reserve System and which establishes yields on actively traded United
States government securities adjusted to constant maturities or, if such
statistical release is not published at the time of any determination of the
Make-Whole Amount, then such other reasonably comparable index which shall be
designated by the Operating Partnership.

         "SUBSIDIARY" means, (i) with respect to any Person, any corporation,
partnership or other entity of which a majority of (a) the voting power of the
voting equity securities or (b) the outstanding equity interests of which are
owned, directly or indirectly, by such Person and (ii) with respect to the
Operating Partnership, First Industrial Securities, L.P., so long as the
Operating Partnership owns, directly or indirectly, a majority of the
outstanding non-preference equity interests thereof. For the purposes of this
definition, "voting equity securities" means equity securities having voting
power for the election of directors, whether at all times or only so long as no
senior class of security has such voting power by reason of any contingency.



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         "SUPPLEMENTAL INDENTURE" has the meaning specified in the introductory
paragraph hereof.

         "TOTAL ASSETS" as of any date means the sum of (i) the Undepreciated
Real Estate Assets and (ii) all other assets of the Operating Partnership and
its Subsidiaries determined in accordance with GAAP (except that for the
purposes hereof, each Subsidiary of the Operating Partnership shall be treated
as if such Subsidiary were a subsidiary under GAAP), but excluding accounts
receivable and intangibles; provided, however, that the term "Total Assets"
shall not include any assets which have been deposited in trust to defease any
indebtedness or any other obligation (whether through a covenant defeasance or
otherwise) pursuant to the terms of such indebtedness or other obligation or the
terms of any instrument creating or evidencing it.

         "TOTAL UNENCUMBERED ASSETS" means the sum of (i) those Undepreciated
Real Estate Assets not subject to an Encumbrance for borrowed money and (ii) all
other assets of the Operating Partnership and its Subsidiaries not subject to an
Encumbrance for borrowed money, determined in accordance with GAAP (except that
for the purposes hereof, each Subsidiary of the Operating Partnership shall be
treated as if such Subsidiary were a subsidiary under GAAP), but excluding
accounts receivable and intangibles; provided, however, that the term "Total
Unencumbered Assets" shall not include any assets which have been deposited in
trust to defease any indebtedness or any other obligation (whether through a
covenant defeasance or otherwise) pursuant to the terms of such indebtedness or
other obligation or the terms of any instrument creating or evidencing it.

         "TRUSTEE" has the meaning set forth in the introductory paragraph
hereof.

         "UNDEPRECIATED REAL ESTATE ASSETS" as of any date means the cost
(original cost plus capital improvements) of real estate assets of the Operating
Partnership and its Subsidiaries on such date, before depreciation and
amortization, determined on a consolidated basis in accordance with GAAP (except
for the purposes hereof, each Subsidiary of the Operating Partnership shall be
treated as if such Subsidiary were a subsidiary under GAAP).

         "UNSECURED INDEBTEDNESS" means Indebtedness which is not secured by any
Encumbrance upon any of the properties of the Operating Partnership or any of
its Subsidiaries.

                                   ARTICLE II

                               THE SERIES OF NOTES

         Section 2.1. Title of the Notes. The Operating Partnership, pursuant to
the Indenture hereby creates a series of Securities designated the 7.375% Notes
due 2011 (the "Initial Notes") and a series of Securities designated the 7.375%
Notes due 2011 to be issued in exchange for the corresponding Initial Notes as
provided in this Supplemental Indenture and the Registration Rights Agreement
(the "Exchange Notes"). The Initial Notes and the Exchange Notes shall be
governed by all the terms and conditions of the Indenture as supplemented by
this Supplemental Indenture.

         Section 2.2. Limitation on Aggregate Principal Amount. The aggregate
principal amount of the Notes shall initially be limited to $200,000,000 and the
aggregate principal amount of the Exchange Notes shall initially be $200,000,000
(but in no event in excess of the principal amount of the Initial Notes
(tendered in exchange therefor in an Exchange Offer). Except as provided in this
Section and in Section 306 of the Indenture, the Operating Partnership shall not
execute and the Trustee shall not authenticate or deliver Notes in excess of the
aggregate principal amounts.

         Nothing contained in this Section 2.2 or elsewhere in this Supplemental
Indenture, or in the Notes, is intended to or shall limit execution by the
Operating Partnership or authentication or delivery by


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the Trustee of Notes under the circumstances contemplated by Sections 303, 304,
305, 306, 906, 1107 and 1305 of the Indenture.

         Section 2.3. Interest and Interest Rates; Maturity Date of Notes. The
Notes will bear interest at a rate of 7.375% per annum from March 19, 2001 or
from the immediately preceding Interest Payment Date to which interest has been
paid, payable semi-annually in arrears on March 15 and September 15 of each
year, commencing September 15, 2001 (each, an "Interest Payment Date"), and, if
not otherwise an Interest Payment Date, at the Stated Maturity, to the Persons
in whose name the applicable Notes are registered in the Security Register at
the close of business on the preceding March 1 or September 1 (whether or not a
Business Day), as the case may be, (each, a "Regular Record Date"). Interest
will be computed on the basis of a 360-day year comprised of twelve 30-day
months. The interest so payable on any Note which is not punctually paid or duly
provided for on any Interest Payment Date shall forthwith cease to be payable to
the Person in whose name such Note is registered on the relevant Regular Record
Date, and such defaulted interest shall instead be payable to the Person in
whose name such Note is registered on the Special Record Date or other specified
date determined in accordance with the Indenture.

         If an Initial Note is exchanged in an Exchange Offer prior to the
Regular Record Date for the first Interest Payment Date following such exchange,
accrued and unpaid interest, if any, on such Note, up to but not including the
date of issuance of the Exchange Note(s) issued in exchange for such Initial
Note, shall be paid on the first Interest Payment Date for such Exchange Note(s)
to the Holder or Holders of such Exchange Note(s) on the first Regular Record
Date with respect to such Exchange Note(s). If such Initial Note is exchanged in
an Exchange Offer subsequent to the Regular Record Date for the first Interest
Payment Date following such exchange but on or prior to such Interest Payment
Date, then any such accrued and unpaid interest with respect to such Initial
Note and any accrued and unpaid interest on the Exchange Note(s) issued in
exchange for such Initial Note, through the day before such Interest Payment
Date, shall be paid on such Interest Payment Date to the Holder of such Initial
Note on such Regular Record Date.

         If any Interest Payment Date or Stated Maturity falls on a day that is
not a Business Day, the required payment shall be made on the next Business Day
as if it were made on the date such payment was due and no interest shall accrue
on the amount so payable for the period from and after such Interest Payment
Date or Stated Maturity, as the case may be.

         The Notes will mature, and the unpaid principal thereon plus all
accrued and unpaid interest thereon shall be payable, on March 15, 2011.

         Section 2.4. Registration Rights. The Holders of the Initial Notes
shall be entitled to the benefits of the Registration Rights Agreement, as
described in Article III hereof.

         Section 2.5. Limitations on Incurrence of Indebtedness.

                  (a) The Operating Partnership will not, and will not permit
any of its Subsidiaries to, incur any Indebtedness, other than intercompany
Indebtedness (representing Indebtedness to which the only parties are the
Operating Partnership and any of its Subsidiaries (but only so long as such
Indebtedness is held solely by any of the Operating Partnership and any of its
Subsidiaries)), if, immediately after giving effect to the incurrence of such
additional Indebtedness and the application of the proceeds thereof, the
aggregate principal amount of all outstanding Indebtedness of the Operating
Partnership and its Subsidiaries on a consolidated basis determined in
accordance with GAAP (except that for purposes hereof, each Subsidiary of the
Operating Partnership shall be treated as if such Subsidiary were a subsidiary
under GAAP) is greater than 60% of the sum of (without duplication) (i) the
Total


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Assets as of the end of the calendar quarter covered in the Operating
Partnership's Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as
the case may be, most recently filed with the Commission (or, if such filing is
not permitted under the Exchange Act, with the Trustee) prior to the incurrence
of such additional Indebtedness and (ii) the purchase price of any real estate
assets or mortgages receivable acquired, and the amount of any securities
offering proceeds received (to the extent such proceeds were not used to acquire
real estate assets or mortgages receivable or used to reduce Indebtedness), by
the Operating Partnership or any of its Subsidiaries since the end of such
calendar quarter, including those proceeds obtained in connection with the
incurrence of such additional Indebtedness.

                  (b) The Operating Partnership will not, and will not permit
any of its Subsidiaries to, incur Indebtedness secured by any Encumbrance upon
any of the property of the Operating Partnership or any of its Subsidiaries if,
immediately after giving effect to the incurrence of such additional
Indebtedness and the application of the proceeds thereof, the aggregate
principal amount of all outstanding Indebtedness of the Operating Partnership
and its Subsidiaries on a consolidated basis determined in accordance with GAAP
(except that for the purposes hereof, each Subsidiary of the Operating
Partnership shall be treated as if such Subsidiary were a subsidiary under GAAP)
which is secured by any Encumbrance on property of the Operating Partnership or
any of its Subsidiaries is greater than 40% of the sum of (without duplication)
(i) the Total Assets as of the end of the calendar quarter covered in the
Operating Partnership's Annual Report on Form 10-K or Quarterly Report on Form
10-Q, as the case may be, most recently filed with the Commission (or, if such
filing is not permitted under the Exchange Act, with the Trustee) prior to the
incurrence of such additional Indebtedness and (ii) the purchase price of any
real estate assets or mortgages receivable acquired, and the amount of any
securities offering proceeds received (to the extent that such proceeds were not
used to acquire real estate assets or mortgages receivable or used to reduce
Indebtedness), by the Operating Partnership or any of its Subsidiaries since the
end of such calendar quarter, including those proceeds obtained in connection
with the incurrence of such additional Indebtedness.

                  (c) The Operating Partnership and its Subsidiaries may not at
any time own Total Unencumbered Assets equal to less than 150% of the aggregate
outstanding principal amount of the Unsecured Indebtedness of the Operating
Partnership and its Subsidiaries on a consolidated basis determined in
accordance with GAAP (except that for the purposes hereof, each Subsidiary of
the Operating Partnership shall be treated as if such Subsidiary were a
subsidiary under GAAP).

                  (d) The Operating Partnership will not, and will not permit
any of its Subsidiaries to, incur any Indebtedness if the ratio of Consolidated
Income Available for Debt Service to the Annual Service Charge for the four
consecutive fiscal quarters most recently ended prior to the date on which such
additional Indebtedness is to be incurred shall have been less than 1.5:1, on a
pro forma basis after giving effect thereto and to the application of the
proceeds therefrom, and calculated on the assumption that (i) such Indebtedness
and any other Indebtedness incurred by the Operating Partnership and its
Subsidiaries since the first day of such four-quarter period and the application
of the proceeds therefrom, including to refinance other Indebtedness, had
occurred at the beginning of such period; (ii) the repayment or retirement of
any other Indebtedness by the Operating Partnership and its Subsidiaries since
the first day of such four-quarter period had been repaid or retired at the
beginning of such period (except that, in making such computation, the amount of
Indebtedness under any revolving credit facility shall be computed based upon
the average daily balance of such Indebtedness during such period); (iii) in the
case of Acquired Indebtedness or Indebtedness incurred in connection with any
acquisition since the first day of such four-quarter period, the related
acquisition had occurred as of the first day of such period with the appropriate
adjustments with respect to such acquisition being included in such pro forma
calculation; and (iv) in the case of any acquisition or disposition by the
Operating Partnership or its Subsidiaries of




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<PAGE>   10
any asset or group of assets since the first day of such four-quarter period,
whether by merger, stock purchase or sale, or asset purchase or sale, such
acquisition or disposition or any related repayment of Indebtedness had occurred
as of the first day of such period with the appropriate adjustments with respect
to such acquisition or disposition being included in such pro forma calculation.

                  (e) For purposes of this Section 2.5, Indebtedness shall be
deemed to be "incurred" by the Operating Partnership or a Subsidiary of the
Operating Partnership whenever the Operating Partnership or such Subsidiary
shall create, assume, guarantee or otherwise become liable in respect thereof.

         Section 2.6. Optional Redemption. No Sinking fund shall be provided for
the Notes. The Notes may be redeemed at any time at the option of the Operating
Partnership, in whole or in part (equal to $1,000 or an integral multiple
thereof), at a redemption price equal to the sum of (i) the principal amount of
the Notes being redeemed plus accrued interest thereon to the Redemption Date
and (ii) the Make-Whole Amount, with respect to such Notes.

         If notice of redemption has been given as provided in the Indenture and
funds for the redemption of any Notes called for redemption shall have been made
available on the Redemption Date referred to in such notice, such Notes will
cease to bear interest on the Redemption Date and the only right of the Holders
of the Notes from and after the Redemption Date will be to receive payment of
the Redemption Price upon surrender of such Notes in accordance with such
notice.

         Section 2.7. Special Interest Premium. If the Operating Partnership
fails to comply with certain provisions of the Registration Rights Agreement,
then a Special Interest Premium shall become payable in respect of the Notes as
provided in Article III hereof.

         Section 2.8. Places of Payment. The Places of Payment where the Notes
may be presented or surrendered for payment, where the Notes may be surrendered
for registration of transfer or exchange and where notices and demands to and
upon the Operating Partnership in respect of the Notes and the Indenture may be
served shall be in (i) the Borough of Manhattan, the City of New York, New York,
and the office or agency for such purpose shall initially be located at U.S.
Bank Trust National Association, 100 Wall Street, Suite 2000, New York, New York
10005 and (ii) the City of Chicago, Illinois and the office or agency for such
purpose shall initially be located at U.S. Bank National Association, 111 East
Wacker Drive, Suite 3000, Chicago, Illinois 60601.

         Section 2.9. Method of Payment. Payment of the principal of and
interest on the Notes not represented by a Global Security will be made at the
Corporate Trust Office maintained for that purpose in the Borough of Manhattan,
the City of New York, New York, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts; provided, however, that at the option of the Operating
Partnership, payments of interest on the Notes may be made (i) by check mailed
to the address of the Person entitled thereto as such address shall appear in
the Security Register or (ii) by wire transfer to an account maintained by the
Person entitled thereto located within the United States.

         Section 2.10. Currency. Principal and interest on the Notes shall be
payable in United States Dollars or in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts.

         Section 2.11. Registration and Form. The Notes shall be issuable as
Registered Securities as provided in Section 2.12 of this Supplemental
Indenture. Initial Notes shall be issued and may be


                                       9
<PAGE>   11
transferred only in minimum denominations of $1,000 and integral multiples of
$1,000 in excess thereof. Exchange Notes shall be issued in minimum
denominations of $1,000 and integral multiples of $1,000 in excess thereof. All
payments of principal and interest in respect of the Notes will be made by the
Operating Partnership in immediately available funds.

         Section 2.12. Form of Notes.

                  (a) The Initial Notes shall be in the form of Exhibit A or B
hereto, as applicable, and the Exchange Notes shall be in the form of Exhibit C
or D hereto, as applicable.

                  (b) Initial Notes offered and sold to QIBs in reliance on Rule
144A as provided in the Purchase Agreement shall be issued in book-entry form
and will be represented by a single, permanent global note in fully registered
form, without coupons, substantially in the form set forth in Exhibit A and
shall bear the legends set forth in Section 5.1(a) and (b) (each such Note, an
"Initial Restricted Global Note"). Upon issuance, each Initial Restricted Global
Note shall be registered in the name of "Cede & Co.," as nominee of The
Depository Trust Company ("DTC"), duly executed by the Operating Partnership and
authenticated by the Trustee and deposited with or on behalf of DTC. Initial
Notes offered and sold to Non-U.S. Persons in reliance on Regulation S as
provided in the Purchase Agreement shall be issued in book-entry form and will
be represented by a single, permanent global note in definitive, fully
registered form, without coupons, substantially in the form set forth in Exhibit
B and shall bear the legends set forth in Section 5.1(a) and (b) (each such
Note, an "Initial Regulation S Global Note," and together with the Initial
Restricted Global Note," the "Initial Global Notes"). Upon issuance, the Initial
Regulation S Global Note shall be registered in the name of "Cede & Co.," as
nominee for DTC, duly executed by the Operating Partnership and authenticated by
the Trustee and deposited with or on behalf of DTC for the accounts of Euroclear
or Clearstream Banking. Interests in the Initial Regulation S Global Note may
only be held through Euroclear or Clearstream Banking.

                  (c) In the event all or a portion of the Initial Notes are
tendered in an Exchange Offer, such Notes or the portions thereof being
exchanged shall be exchanged for a single, permanent global note in definitive,
fully registered form, without coupons, substantially in the form set forth in
Exhibit C hereto (the "Exchange Global Notes") and shall bear the legends set
forth in Section 5.1(c) hereof. Upon issuance, each Exchange Global Note shall
be registered in the name of "Cede & Co.," as nominee of DTC, duly executed by
the Operating Partnership and authenticated by the Trustee and deposited with or
on behalf of DTC. Except as provided in Section 4.1(b), Exchange Certificated
Notes shall not be issued and the Operating Partnership waives any discretionary
right it may otherwise have to cause the Notes to be issued in certificated
form.

         Section 2.13. Registrar and Paying Agent. The Trustee shall initially
serve as Registrar and Paying Agent for the Notes.

         Section 2.14. Defeasance. The provisions of Sections 1402 and 1403 of
the Indenture, together with the other provisions of Article Fourteen of the
Indenture, shall be applicable to the Notes. The provisions of Section 1403 of
the Indenture shall apply to the covenants set forth in Sections 2.5 and 2.15 of
this Supplemental Indenture and to those covenants specified in Section 1403 of
the Indenture.

         Section 2.15. Provision of Financial Information. Whether or not the
Operating Partnership is subject to Section 13 or 15(d) of the Exchange Act, the
Operating Partnership will, to the extent permitted under the Exchange Act, file
with the Commission the annual reports, quarterly reports and other documents
which the Operating Partnership would have been required to file with the
Commission pursuant to such Section 13 or 15(d) if the Operating Partnership
were so subject, such documents to be


                                       10
<PAGE>   12
filed with the Commission on or prior to the respective dates (the "Required
Filing Dates") by which the Operating Partnership would have been required so to
file such documents if the Operating Partnership were so subject.

         The Operating Partnership will also in any event (x) within 15 days of
each Required Filing Date if the Operating Partnership is not then subject to
Section 13 or 15(d) of the Exchange Act, (i) transmit by mail to all Holders, as
their names and addresses appear in the Security Register, without cost to such
Holders, copies of the annual reports and quarterly reports which the Operating
Partnership would have been required to file with the Commission pursuant to
Section 13 or 15(d) of the Exchange Act if the Operating Partnership were
subject to such Sections, and (ii) file with the Trustee copies of annual
reports, quarterly reports and other documents that the Operating Partnership
would have been required to file with the Commission pursuant to Section 13 or
15(d) of the Exchange Act if the Operating Partnership were subject to such
Sections and (y) if filing such documents by the Operating Partnership with the
Commission is not permitted under the Exchange Act, promptly upon written
request and payment of the reasonable cost of duplication and delivery, supply
copies of such documents to any prospective Holder.

         Section 2.16. Waiver of Certain Covenants. Notwithstanding the
provisions of Section 1009 of the Indenture, the Operating Partnership may omit
in any particular instance to comply with any term, provision or condition set
forth in Sections 1004 to 1008, inclusive, of the Indenture, with Sections 2.5
and 2.15 of this Supplemental Indenture and with any other term, provision or
condition with respect to the Notes (except any such term, provision or
condition which could not be amended without the consent of all Holders of the
Notes, as applicable), if before or after the time for such compliance the
Holders of at least a majority in principal amount of all outstanding Notes, as
applicable, by act of such Holders, either waive such compliance in such
instance or generally waive compliance with such covenant or condition. Except
to the extent so expressly waived, and until such waiver shall become effective,
the obligations of the Operating Partnership and the duties of the Trustee in
respect of any such term, provision or condition shall remain in full force and
effect.

         Section 2.17. Other Terms and Conditions. The Notes shall have such
other terms and conditions as provided in the forms thereof attached as Exhibits
A, B, C and D hereto.

         Section 2.18. Further Issues. The Operating Partnership may, from time
to time, without the consent of the Holders, create and issue further securities
having the same terms and conditions as the Notes in all respects, except for
issue date, issue price and the first payment of interest thereon. Additional
Notes issued in this manner will be consolidated with and will form a single
series with the previously outstanding Notes. Notice of any such issuance will
be given to the Trustee and a new supplemental indenture will be executed in
connection with the issuance of such securities.

                                  ARTICLE III

                               REGISTRATION RIGHTS

         Section 3.1. Registration Rights Agreement.

                  (a) The Operating Partnership will enter into the Registration
Rights Agreement with the Initial Purchasers for the benefit of the holders of
the Initial Notes ("Holders") wherein the Operating Partnership will agree, for
the benefit of the Holders, to use its reasonable best efforts (i) to file with
the Commission within 90 calendar days after the date on which the Operating
Partnership delivers the Notes to the Initial Purchasers (the "Closing Date") a
registration statement (the "Exchange Offer Registration


                                       11
<PAGE>   13
Statement") with respect to the Exchange Notes and (ii) to cause the Exchange
Offer Registration Statement to be declared effective under the Securities Act
within 135 calendar days after the Closing Date. Promptly after the Exchange
Offer Registration Statement has been declared effective, the Operating
Partnership will offer to Holders the opportunity to exchange all their Initial
Notes of a series for Exchange Notes of the same series pursuant to the Exchange
Offer. The Operating Partnership will keep the Exchange Offer open for not less
than 30 calendar days (or longer if required by applicable law) after the date
notice of the Exchange Offer is mailed to the Holders but will, in any event,
use its reasonable best efforts to cause the Exchange Offer to be consummated
within 180 days of the Closing Date. For each Note validly tendered to the
Operating Partnership pursuant to the Exchange Offer, the Holder of such Note
will receive an Exchange Note of the same series having a principal amount equal
to the principal amount of the tendered Note.

                  (b) Each Holder (other than certain specified Holders) wishing
to exchange the Initial Notes for Exchange Notes in the Exchange Offer will be
required to represent that (i) it is not an affiliate of the Operating
Partnership (within the meaning of Rule 405 under the Securities Act), (ii) it
is not a broker-dealer tendering Initial Notes acquired directly from the
Operating Partnership for its own account, (iii) the Exchange Notes to be
received by it were acquired in the ordinary course of its business and (iv) at
the time of the Exchange Offer, it has no arrangement with any Person to
participate in the distribution (within the meaning of the Securities Act) of
the Exchange Notes.

                  (c) The Registration Rights Agreement also will provide that
if, (i) because of any change in law or in currently prevailing interpretations
of the staff of the Commission, the Operating Partnership is not permitted to
effect the Exchange Offer, (ii) the Exchange Offer is not consummated within 180
days of the Closing Date, or (iii) in the case of any Holder that participates
in the Exchange Offer, such Holder does not receive Exchange Notes on the date
of the exchange that may be sold without restriction under state and federal
securities laws (other than due solely to the status of such Holder as an
affiliate of the Operating Partnership within the meaning of the Securities Act
or as a broker-dealer), then in each case, the Operating Partnership will (x)
promptly deliver to the Holders written notice thereof and (y) at the Operating
Partnership's sole expense (a) as promptly as practicable (but in no event more
than 60 days after so required or requested pursuant to the Registration Rights
Agreement), file a shelf registration statement with the Commission covering
resales of the Notes (the "Shelf Registration Statement"), (b) use its
reasonable best efforts to cause the Shelf Registration Statement to be declared
effective under the Securities Act and (c) use its reasonable best efforts to
keep effective the Shelf Registration Statement until the earlier of two years
(or, if Rule 144(k) is amended to provide a shorter restrictive period, the end
of such shorter period) after the Closing Date or such time as all of the
applicable Notes have been sold thereunder. The Operating Partnership will, if a
Shelf Registration Statement is filed, provide to each Holder of the Notes
copies of the prospectus that is a part of the Shelf Registration Statement,
notify each such Holder when the Shelf Registration Statement for the Notes has
become effective and take certain other actions as are required to permit
unrestricted resales of the Notes. A Holder that sells Notes pursuant to the
Shelf Registration Statement will be required to be named as a selling security
holder in the related prospectus, to provide information related thereto and to
deliver such prospectus to purchasers, will be subject to certain of the civil
liability provisions under the Securities Act in connection with such sales and
will be bound by the provisions of the Registration Rights Agreement that are
applicable to such a Holder (including certain indemnification rights and
obligations).

         Section 3.2. Special Interest Premium. If the Operating Partnership
fails to comply with certain provisions of the Registration Rights Agreement, in
each case as described below, then a special interest premium (the "Special
Interest Premium") shall become payable in respect of the Notes as follows:



                                       12
<PAGE>   14
                  (a) If (i) the Exchange Offer Registration Statement is not
filed with the Commission on or prior to the 90th day following the Closing
Date, (ii) the Exchange Offer Registration Statement is not declared effective
on or prior to the 135th day following the Closing Date or (iii) the Exchange
Offer is not consummated or the Shelf Registration Statement is not declared
effective on or prior to the 180th day following the Closing Date, the Special
Interest Premium shall accrue from and including the next day following each of
(a) such 90-day period in the case of clause (i) above, (b) such 135-day period
in the case of clause (ii) above and (c) such 180-day period in the case of
clause (iii) above, in each case at a rate equal to 0.50% per annum. The
aggregate amount of the Special Interest Premium payable pursuant to the above
provisions will in no event exceed 0.50% per annum. If the Exchange Offer
Registration Statement is not declared effective on or prior to the 135th day
following the Closing Date and the Operating Partnership shall request Holders
of Notes to provide the information called for by the Registration Rights
Agreement for inclusion in the Shelf Registration Statement, the Notes owned by
Holders who do not deliver such information to the Operating Partnership when
required pursuant to the Registration Rights Agreement will not be entitled to
any such increase in the interest rate for any day after the 180th day following
the Closing Date. Upon (1) the filing of the Exchange Offer Registration
Statement after the 90-day period described in clause (i), (2) the effectiveness
of the Exchange Offer Registration Statement after the 135-day period described
in clause (ii) above or (3) the consummation of the Exchange Offer or the
effectiveness of a Shelf Registration Statement, as the case may be, after the
180-day period described in clause (iii) above, the interest rate on each series
of Notes from the date of such effectiveness or consummation, as the case may
be, will be reduced to the original interest rate provided for herein for such
series of Notes.

                  (b) If a Shelf Registration Statement is declared effective,
and if the Operating Partnership fails to keep such Shelf Registration Statement
continuously (x) effective or (y) useable for resales for the period required by
the Registration Rights Agreement due to certain circumstances relating to
pending corporate developments, public filings with the Commission and similar
events, or because the prospectus contains an untrue statement of a material
fact or omits to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading, and such
failure continues for more than 60 days (whether or not consecutive) in any
12-month period (the 61st day being referred to as the "Default Day"), then from
the Default Day until the earlier of (i) the date that the Shelf Registration
Statement is again deemed effective or is useable, (ii) the date that is the
second anniversary of the Closing Date (or, if Rule 144(k) is amended to provide
a shorter restrictive period, the end of such shorter period) or (iii) the date
as of which all of the Notes are sold pursuant to the Shelf Registration
Statement, the Special Interest Premium shall accrue at a rate equal to 0.50%
per annum.

         Section 3.3. Legend. Each Note will contain a legend to the effect that
the Holder thereof, by its acceptance thereof, will be deemed to have agreed to
be bound by the provisions of the Registration Rights Agreement.

                                   ARTICLE IV

                              TRANSFER AND EXCHANGE

         Section 4.1. Transfer and Exchange.

                  (a) By its acceptance of any Initial Note represented by a
certificate bearing the legend set forth in Section 5.1(a) hereof (the "Private
Placement Legend"), each Holder of, and beneficial bearer of an interest in,
such Initial Note acknowledges the restrictions on transfer of such Initial Note
and agrees that it will transfer such Initial Note only in accordance with such
restrictions. Each purchaser (other than the Initial Purchasers) of the Notes
and each Person to whom the Notes are transferred shall,


                                       13
<PAGE>   15
prior to the Resale Restriction Termination Date (as defined in the Private
Placement Legend), be deemed to have acknowledged, represented and agreed to the
matters and restrictions on transfer described under the heading "Notice to
Investors" in the Offering Memorandum of the Operating Partnership, dated March
12, 2001, relating to the Initial Notes. Upon the registration of transfer,
exchange or replacement of an Initial Note not bearing the Private Placement
Legend, the Trustee shall deliver an Initial Note or Initial Notes that do not
bear the Private Placement Legend. Upon the registration of transfer, exchange
or replacement of an Initial Note bearing the Private Placement Legend, the
Trustee shall deliver an Initial Note or Initial Notes bearing the Private
Placement Legend, unless such legend may be removed from such Note as provided
in this Section 4.1(a). If the Private Placement Legend has been removed from an
Initial Note, as provided herein, no other Initial Note issued in exchange for
all or any part of such Initial Note shall bear such legend, unless the
Operating Partnership has reasonable cause to believe that such other Initial
Note represents a "restricted security" within the meaning of Rule 144 under the
Securities Act and instructs the Trustee in writing to cause a legend to appear
thereon. Each Initial Note shall bear the Private Placement Legend unless and
until:

                  (i) a transfer of such Initial Note is made pursuant to an
                  effective Shelf Registration Statement, in which case the
                  Private Placement Legend shall be removed from such Initial
                  Note so transferred at the request of the Holder; or

                  (ii) there is delivered to the Company such satisfactory
                  evidence, which may include an opinion of independent counsel
                  licensed to practice law in the State of New York, as may
                  reasonably be requested by the Operating Partnership
                  confirming that neither such legend nor the restrictions on
                  transfer set forth therein are required to ensure that
                  transfers of such Initial Note will not violate the
                  registration and prospectus delivery requirements of the
                  Securities Act; provided that the Trustee shall not be
                  required to determine (but may rely on a determination made by
                  the Operating Partnership with respect to) the sufficiency of
                  any such evidence; and upon written direction of the Operating
                  Partnership, the Trustee shall authenticate and deliver in
                  exchange for such Initial Note, an Initial Note or Initial
                  Notes representing the same aggregate principal amount of the
                  Initial Note being exchanged) without such legend.

                  (b) The Initial Global Note or Exchange Global Note, as the
case may be, shall be exchanged by the Company for one or more of the Initial
Notes issued in definitive, fully registered certificated form, without coupons,
that bear the legends set forth in Section 5.1(a) hereof (the "Initial
Certificated Notes") or Exchange Certificated Notes, as applicable, if (a) DTC
(i) has notified the Operating Partnership that it is unwilling or unable to
continue as, or ceases to be, a clearing agency registered under Section 17A of
the Exchange Act and (ii) a successor to DTC registered as a clearing agency
under Section 17A of the Exchange Act is not able to be appointed by the
Operating Partnership within 90 calendar days or (b) DTC is at any time
unwilling or unable to continue as depositary and a successor to DTC is not able
to be appointed by the Operating Partnership within 90 calendar days. If an
Event of Default (as defined in the Indenture) occurs and is continuing, the
Operating Partnership shall, at the request of the Trustee or the Holder
thereof, exchange all or part of the Initial Global Note or Exchange Global
Note, as the case may be, for one or more Initial Certificated Notes or Exchange
Certificated Notes, as applicable. Whenever a Global Note is exchanged for one
or more Initial Certificated Notes or Exchange Certificated Notes, as the case
may be, it shall be surrendered by the Holder thereof to the Trustee and
cancelled by the Trustee. All Initial Certificated Notes or Exchange
Certificated Notes issued in exchange for a Global Note or a portion thereof
shall be registered in such names, and delivered, as DTC shall instruct the
Trustee. Any Initial Certificated Notes issued pursuant to this Section 4.1(b)
shall include the Private Placement Legend, except as set forth in Section
4.1(a) hereof.



                                       14
<PAGE>   16
                  (c) Any Initial Notes that are presented to the Trustee for
exchange pursuant to an Exchange Offer shall be exchanged for Exchange Notes of
equal principal amount upon surrender to the Trustee in accordance with the
terms of the Exchange Offer. Whenever any Initial Notes are so surrendered for
exchange, the Company shall execute, and the Trustee shall authenticate and
deliver to the surrendering Holder thereof, Exchange Notes in the same aggregate
principal amount as the Initial Notes so surrendered.

                  (d) Any Holder of a Global Note shall, by acceptance of such
Global Note, agree that transfers of beneficial interests in such Global Note
may be effected only through a book-entry maintained by such Holder (or its
agent), and that ownership of a beneficial interest in the Notes represented
thereby shall be required to be reflected in book-entry form. Transfers of a
Global Note shall be limited to transfers in whole and not in part, to DTC, its
successors and their respective nominees. Interests of beneficial owners in a
Global Note shall be transferred in accordance with the rules and procedures of
DTC (or its successors).

                                   ARTICLE V

                                     LEGENDS

         Section 5.1. Legends. The following legends shall appear on each
Initial Note and each Exchange Note.

                  (a) Except as provided in Section 4.1(a) hereof, each Initial
Note shall bear the following legends on the face thereof:

         THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
         AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR
         OTHER JURISDICTION, NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE
         REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
         OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS
         SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THIS
         NOTE WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN MINIMUM
         DENOMINATIONS OF $1,000 AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS
         THEREOF.

         THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL
         OTHERWISE TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE "RESALE
         RESTRICTION TERMINATION DATE") WHICH IS ONE YEAR AFTER THE LATER OF THE
         ORIGINAL ISSUE DATE OF THIS NOTE AND THE LAST DATE ON WHICH THE
         OPERATING PARTNERSHIP OR ANY AFFILIATE OF THE OPERATING PARTNERSHIP WAS
         THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH NOTE), ONLY (A) TO
         THE OPERATING PARTNERSHIP OR ONE OF THE INITIAL PURCHASERS OR BY,
         THROUGH OR IN A TRANSACTION APPROVED BY, AN INITIAL PURCHASER, (B)
         PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE
         UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR
         RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A
         "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE
         SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF
         A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE


                                       15
<PAGE>   17
         TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS
         AND SALES THAT OCCUR OUTSIDE THE UNITED STATES TO AN INSTITUTION THAT
         IS NOT A U.S. PERSON (AND WAS NOT PURCHASING FOR THE ACCOUNT OR BENEFIT
         OF A U.S. PERSON) WITHIN THE MEANING OF REGULATION S UNDER THE
         SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
         REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE
         FOREGOING CASES, TO A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON
         THE OTHER SIDE OF THIS NOTE BEING COMPLETED AND DELIVERED BY THE
         TRANSFEROR AND, IF APPLICABLE, THE TRANSFEREE TO THE TRUSTEE. THIS
         LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
         RESTRICTION TERMINATION DATE.

         THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY
         THE PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT RELATING TO ALL
         NOTES OF THE SERIES.

                  (b) In addition to the legends set forth in Section 4.1(a),
each Initial Global Note shall also bear the following legends on the face
thereof:

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
         THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
         ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT
         AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
         IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
         DTC AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
         REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE,
         OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
         WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
         INTEREST HEREIN.

         UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR
         NOTES IN CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED
         EXCEPT AS A WHOLE BY DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF
         TO DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A
         SUCCESSOR OF DTC OR A NOMINEE OF SUCH SUCCESSOR.

                                   ARTICLE VI

                            MISCELLANEOUS PROVISIONS

         Section 6.1. Ratification of Indenture. Except as expressly modified or
amended hereby, the Indenture continues in full force and effect and is in all
respects confirmed and preserved.

         Section 6.2. Governing Law. This Supplemental Indenture and each Note
shall be governed by and construed in accordance with the laws of the State of
New York. This Supplemental Indenture is subject to the provisions of the Trust
Indenture Act of 1939, as amended, and shall, to the extent applicable, be
governed by such provisions.



                                       16
<PAGE>   18
         Section 6.3. Counterparts. This Supplemental Indenture may be executed
in any number of counterparts, each of which so executed shall be deemed to be
an original, but all such counterparts shall together constitute but one and the
same instrument.







                                       17
<PAGE>   19
         IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed by their respective officers hereunto duly
authorized, all as of the day and year first written above.

                                       FIRST INDUSTRIAL, L.P.


                                       First Industrial Realty Trust, Inc.,
                                       its general partner



                                       By:   /s/ Michael J. Havala
                                             Name: Michael J. Havala
                                             Title: Chief Financial Officer


                                       U.S. BANK TRUST NATIONAL ASSOCIATION,
                                       as Trustee



                                       By:   /s/ Lorianne Rosenberg
                                             Name: Lorianne Rosenberg
                                             Title: Assistant Vice President



                                       By:   /s/ Julie Eddington
                                             Name: Julie Eddington
                                             Title: Assistant Vice President
<PAGE>   20
                                             EXHIBIT A TO SUPPLEMENTAL INDENTURE


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION. THIS NOTE WILL BE ISSUED AND MAY BE TRANSFERRED ONLY
IN MINIMUM DENOMINATIONS OF $1,000 AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS
THEREOF.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OTHERWISE
TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION
DATE") WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THIS NOTE
AND THE LAST DATE ON WHICH THE OPERATING PARTNERSHIP OR ANY AFFILIATE OF THE
OPERATING PARTNERSHIP WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH
NOTE), ONLY (A) TO THE OPERATING PARTNERSHIP OR ONE OF THE INITIAL PURCHASERS OR
BY, THROUGH OR IN A TRANSACTION APPROVED BY, AN INITIAL PURCHASER, (B) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT
TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES TO AN INSTITUTION THAT
IS NOT A U.S. PERSON (AND WAS NOT PURCHASING FOR THE ACCOUNT OR BENEFIT OF A
U.S. PERSON), OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE
FOREGOING CASES, TO A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER
SIDE OF THIS NOTE BEING COMPLETED AND DELIVERED BY THE TRANSFEROR AND, IF
APPLICABLE, THE TRANSFEREE TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE
REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE
PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT RELATING TO ALL NOTES OF THE
SERIES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY


                                      A-1
<PAGE>   21
OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF
DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH
SUCCESSOR.

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING SET FORTH IN THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE OF
DTC. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A
PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A
NOMINEE OF DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ITS NOMINEE TO A SUCCESSOR
DEPOSITORY OR ITS NOMINEE.



Registered No. [ ]                                             PRINCIPAL AMOUNT
CUSIP No.: [  ]                                                $[ ],000,000



                                 GLOBAL SECURITY
                             FIRST INDUSTRIAL, L.P.

                              7.375% NOTE DUE 2011

FIRST INDUSTRIAL, L.P., a limited partnership duly organized and existing under
the laws of the State of Delaware (herein referred to as the "Operating
Partnership" which term shall include any successor entity under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or its registered assigns, upon presentation, the principal sum of [ ]
DOLLARS on March 15, 2011 and to pay interest on the outstanding principal
amount thereon from March 19, 2001, or from the immediately preceding Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
in arrears on March 15 and September 15 in each year, commencing September 15,
2001, at the rate of 7.375% per annum, until the entire principal hereof is paid
or made available for payment. The interest so payable and punctually paid or
duly provided for on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Security is registered at
the close of business on the Regular Record Date for such interest which shall
be the March 1 or September 1 (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date, and may either be paid to the Person in
whose name this Security is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of the Securities not less
than 10 days prior to such Special Record Date, or may be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture. All
payments of principal, premium or Make-Whole Amount, if any, and interest in
respect of this Global Security will be made by the Operating Partnership in
immediately available funds.



                                      A-2
<PAGE>   22
Reference is hereby made to the further provisions of this Security set forth on
the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

Unless the Certificate of Authentication hereon has been executed by the Trustee
by manual signature of one of its authorized signatories, this Security shall
not be entitled to any benefit under the Indenture, or be valid or obligatory
for any purpose.




                                      A-3
<PAGE>   23
IN WITNESS WHEREOF, FIRST INDUSTRIAL, L.P. has caused this instrument to be duly
executed under its corporate seal.

Dated: March 19, 2001


                                         FIRST INDUSTRIAL, L.P.

                                         First Industrial Realty Trust, Inc.,
                                         its general Partner


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


[Seal]


Attest:



-------------------------------
Secretary
<PAGE>   24
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:

This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.



                                              U.S. BANK TRUST NATIONAL
                                              ASSOCIATION, as Trustee


                                          By:
                                              ----------------------------------
                                              Authorized Signatory
<PAGE>   25
                               REVERSE OF SECURITY


         Securities of this series are one of a duly authorized issue of
securities of the Operating Partnership (herein called the "Securities"), issued
and to be issued in one or more series under an Indenture, dated as of May 13,
1997, as supplemented by Supplemental Indenture No. 6 thereto, dated as of March
19, 2001 (as so supplemented, herein called the "Indenture"), between the
Operating Partnership and U.S. Bank Trust National Association (herein called
the "Trustee," which term includes any successor trustee under the Indenture),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Operating Partnership, the Trustee and the Holders
of the Securities and of the terms upon which the Securities are authenticated
and delivered and for definition of capitalized terms used hereby and not
otherwise defined. This Security is one of the series designated in the first
page thereof, limited in aggregate principal amount to $200,000,000.

         In case an Event of Default with respect to the Notes shall have
occurred and be continuing, the principal amount of the Notes and the Make-Whole
Amount may be declared accelerated and thereupon become due and payable, in the
manner, with the effect, and subject to the conditions provided in the
Indenture.

         Securities of this series may be redeemed at any time at the option of
the Operating Partnership, in whole or in part, at a redemption price equal to
the sum of (i) the principal amount of the Securities being redeemed plus
accrued interest thereon to the Redemption Date and (ii) the Make-Whole Amount,
if any, with respect to such Securities.

         Notice of redemption will be given by mail to Holders of Securities,
not less than 30 nor more than 60 days prior to the Redemption Date, all as
provided in the Indenture.

         In the event of redemption of this Security in part only, a new
Security or Securities for the unredeemed portion hereof shall be issued in the
name of the Holder hereof upon the cancellation hereof.

         If this Note is exchanged in an Exchange Offer prior to the Record Date
for the first Interest Payment Date following such exchange, accrued and unpaid
interest, if any, on this Note, up to but not including the date of issuance of
the Note(s) issued in exchange (the "Exchange Note") for this Note, shall be
paid on the first Interest Payment Date for such Exchange Note(s) to the Holder
or Holders of such Exchange Note(s) on the first Record Date with respect to
such Exchange Note(s). If this Note is exchanged in an Exchange Offer subsequent
to the Record Date for the first Interest Payment Date following such exchange
but on or prior to the Interest Payment Date, then any such accrued and unpaid
interest with respect to this Note and any accrued and unpaid interest on the
Exchange Note(s) issued in exchange for this Note, through the day before such
Interest Payment Date, shall be paid on such Interest Payment Date to the Holder
of this Note on the Record Date.

         The Holder of this Note is entitled to the benefits of the Registration
Rights Agreement dated March 19, 2001 (the "Registration Rights Agreement")
among the Operating Partnership and Chase Securities Inc. and Credit Suisse
First Boston Corporation (collectively, the "Initial Purchasers").

         If the Operating Partnership fails to comply with certain provisions of
the Registration Rights Agreement, in each case as described below, then a
special interest premium (the "Special Interest Premium") shall become payable
in respect of the Notes as follows:

         If (i) a registration statement with respect to the Exchange Notes (the
"Exchange Offer Registration Statement") is not filed with the Commission on or
prior to the 90th day following the Closing Date, (ii) the Exchange Offer
Registration Statement is not declared effective on or prior to the


                                      A-6
<PAGE>   26
135th day following the Closing Date or (iii) the Exchange Offer is not
consummated or the shelf registration statement covering resales of the Notes
(the "Shelf Registration Statement") is not declared effective on or prior to
the 180th day following the Closing Date, the Special Interest Premium shall
accrue from and including the next day following each of (a) such 90-day period
in the case of clause (i) above, (b) such 135-day period in the case of clause
(ii) above and (c) such 180-day period in the cause of clause (iii) above, in
each case at a rate equal to 0.50% per annum. The aggregate amount of the
Special Interest Premium payable pursuant to the above provisions will in no
event exceed 0.50% per annum. If the Exchange Offer Registration Statement is
not declared effective on or prior to the 135th day following the Closing Date
and the Operating Partnership shall request the Holder of this Note to provide
the information called for by the Registration Rights Agreement for inclusion in
the Shelf Registration Statement and the Holder of this Note does not deliver
such information to the Operating Partnership when required pursuant to the
Registration Rights Agreement, then the Holder of this Note will not be entitled
to any such increase in the interest rate for any day after the 180th day
following the Closing Date. Upon (1) the filing of the Exchange Offer
Registration statement after the 90-day period described in clause (i), (2) the
effectiveness of the Exchange Offer Registration Statement after the 135-day
period described in clause (ii) above or (3) the consummation of the Exchange
Offer or the effectiveness of a Shelf Registration Statement, as the case may
be, after the 180-day period described in clause (iii) above, the interest rate
on this Note from the date of such effectiveness or consummation, as the case
may be, will be reduced to the original interest rate provided for herein.

         If a Shelf Registration Statement is declared effective, and if the
Operating Partnership fails to keep such Shelf Registration Statement
continuously (x) effective or (y) useable for resales for the period required by
the Registration Rights Agreement due to certain circumstances relating to
pending corporate developments, public filings with the Commission and similar
events, or because the prospectus contains an untrue statement of a material
fact or omits to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading, and such
failure continues for more than 60 days (whether or not consecutive) in any
12-month period (the 61st day being referred to as the "Default Day"), then from
the Default Day until the earlier of (i) the date that is the second anniversary
of the Closing Date (or, if Rule 144(k) of the Securities Act is amended to
provide a shorter restrictive period, the end of such shorter period) or (ii)
the date as of which this Note is sold pursuant to the Shelf Registration
Statement, the Special Interest Premium shall accrue at a rate equal to 0.50%
per annum.

         The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness of the Operating Partnership on this Security and (b)
certain restrictive covenants and the related defaults and Events of Default
applicable to the Operating Partnership, in each case, upon compliance by the
Operating Partnership with certain conditions set forth in the Indenture, which
provisions apply to this Security.

         If an Event of Default with respect to the Securities shall occur and
be continuing, the principal amount of the Securities may be declared due and
payable in the manner and with the effect provided in the Indenture.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
written notice to the Trustee of a continuing Event of Default with respect to
the Securities, the Holders of not less than 25% in principal amount of the
Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent


                                      A-7
<PAGE>   27
with such request, and shall have failed to institute any such proceeding, for
60 days after receipt of such notice, request and offer of indemnity. The
foregoing shall not apply to any suit instituted by the Holder of this Security
for the enforcement of any payment of principal hereof or any interest on or
after the respective due dates expressed herein.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Operating Partnership and the rights of the Holders of the Securities of each
series to be affected under the Indenture at any time by the Operating
Partnership and the Trustee with the consent of the Holders of not less than a
majority in principal amount of the Outstanding Securities of each series of
Securities then Outstanding affected thereby. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Operating
Partnership with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Security.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Operating
Partnership, which is absolute and unconditional, to pay the principal of (and
Make-Whole Amount, if any) and interest on this Security at the times, place and
rate, and in the coin or currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Operating Partnership in any Place of Payment where the
principal of (and Make-Whole Amount, if any) and interest on this Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Operating Partnership and the Security Registrar duly
executed by the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of this series, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.

         The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series of a different authorized denomination, as
requested by the Holder surrendering the same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Operating Partnership may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.

         Prior to due presentment of this Security for registration of transfer,
the Operating Partnership, the Trustee and any agent of the Operating
Partnership or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Operating Partnership, the Trustee nor any such agent
shall be affected by notice to the contrary.

         No recourse shall be had for the payment of the principal of, premium
or Make-Whole Amount, if any, or interest in respect of this Security, or for
any claim based hereon, or otherwise in respect hereof, or based on or in
respect of the Indenture or any indenture supplemental thereto, against any
past, present or future stockholder, employee, officer, director, incorporator,
limited or general partner, as such, of the


                                      A-8
<PAGE>   28
Operating Partnership or the General Partner or of any successor, either
directly or through the Operating Partnership or the General Partner or any
successor, whether by virtue of any constitution, statute or rule of law or by
the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.

         All capitalized terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

         THE INDENTURE AND THE SECURITIES, INCLUDING THIS SECURITY, SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Operating Partnership has caused "CUSIP"
numbers to be printed on the Securities of this series as a convenience to the
Holders of such Securities. No representation is made as to the correctness or
accuracy of such CUSIP numbers as printed on the Securities, and reliance may be
placed only on the other identification numbers printed hereon.



                                      A-9
<PAGE>   29
                                 ASSIGNMENT FORM

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto

PLEASE INSERT SOCIAL
SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE


[           ]___________________________________________________________________
(Please Print or Typewrite Name and Address including Zip Code of Assignee)


________________________________________________________________________________
the within Security of First Industrial, L.P. and hereby does irrevocably
constitute and appoint


_______________________________________________________________________ Attorney
to transfer said Security on the books of First Industrial, L.P. with full power
of substitution in the premises.


Dated:




NOTICE: The signature to this assignment must correspond with the name as it
appears on the first page of the within Security in every particular, without
alteration or enlargement or any change whatever.





                                      A-10
<PAGE>   30
                                             EXHIBIT B TO SUPPLEMENTAL INDENTURE


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS NOTE NOR ANY INTEREST HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION. THIS NOTE WILL BE ISSUED AND MAY BE TRANSFERRED ONLY
IN MINIMUM DENOMINATIONS OF $1,000 AND INTEGRAL MULTIPLES OF $1,000 IN EXCESS
THEREOF.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OTHERWISE
TRANSFER SUCH NOTE, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION
DATE") WHICH IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE OF THIS NOTE
AND THE LAST DATE ON WHICH THE OPERATING PARTNERSHIP OR ANY AFFILIATE OF THE
OPERATING PARTNERSHIP WAS THE OWNER OF THIS NOTE (OR ANY PREDECESSOR OF SUCH
NOTE), ONLY (A) TO THE OPERATING PARTNERSHIP OR ONE OF THE INITIAL PURCHASERS OR
BY, THROUGH OR IN A TRANSACTION APPROVED BY, AN INITIAL PURCHASER, (B) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO
RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS
OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT
TO OFFERS AND SALES THAT OCCUR OUTSIDE THE UNITED STATES TO AN INSTITUTION THAT
IS NOT A U.S. PERSON (AND WAS NOT PURCHASING FOR THE ACCOUNT OR BENEFIT OF A
U.S. PERSON), OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT IN EACH OF THE
FOREGOING CASES, TO A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER
SIDE OF THIS NOTE BEING COMPLETED AND DELIVERED BY THE TRANSFEROR AND, IF
APPLICABLE, THE TRANSFEREE TO THE TRUSTEE. THIS LEGEND WILL BE REMOVED UPON THE
REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO BE BOUND BY THE
PROVISIONS OF THE REGISTRATION RIGHTS AGREEMENT RELATING TO ALL NOTES OF THE
SERIES.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY


                                      B-1
<PAGE>   31
OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE &
CO., HAS AN INTEREST HEREIN.

UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF
DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH
SUCCESSOR.

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING SET FORTH IN THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE OF
DTC. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A
PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A
NOMINEE OF DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ITS NOMINEE TO A SUCCESSOR
DEPOSITORY OR ITS NOMINEE.



Registered No. [  ]                                             PRINCIPAL AMOUNT
CUSIP No.: [  ]                                                 $[  ],000,000



                                 GLOBAL SECURITY
                             FIRST INDUSTRIAL, L.P.

                              7.375% NOTE DUE 2011

FIRST INDUSTRIAL, L.P., a limited partnership duly organized and existing under
the laws of the State of Delaware (herein referred to as the "Operating
Partnership" which term shall include any successor entity under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or its registered assigns, upon presentation, the principal sum of [ ]
DOLLARS on March 15, 2011 and to pay interest on the outstanding principal
amount thereon from March 19, 2001, or from the immediately preceding Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
in arrears on March 15 and September 15 in each year, commencing September 15,
2001, at the rate of 7.375% per annum, until the entire principal hereof is paid
or made available for payment. The interest so payable and punctually paid or
duly provided for on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Security is registered at
the close of business on the Regular Record Date for such interest which shall
be the March 1 or September 1 (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date, and may either be paid to the Person in
whose name this Security is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of the Securities not less
than 10 days prior to such Special Record Date, or may be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture. All
payments of principal, premium or Make-Whole Amount, if any, and interest in
respect of this Global Security will be made by the Operating Partnership in
immediately available funds.



                                      B-2
<PAGE>   32
Reference is hereby made to the further provisions of this Security set forth on
the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

Unless the Certificate of Authentication hereon has been executed by the Trustee
by manual signature of one of its authorized signatories, this Security shall
not be entitled to any benefit under the Indenture, or be valid or obligatory
for any purpose.






                                      B-3
<PAGE>   33
IN WITNESS WHEREOF, FIRST INDUSTRIAL, L.P. has caused this instrument to be duly
executed under its corporate seal.

Dated:  March 19, 2001


                                     FIRST INDUSTRIAL, L.P.

                                     First Industrial Realty Trust, Inc.,
                                     its general Partner


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


[Seal]


Attest:



--------------------------
Secretary
<PAGE>   34
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:

This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.



                                               U.S. BANK TRUST NATIONAL
                                               ASSOCIATION, as Trustee


                                           By:
                                               ---------------------------------
                                               Authorized Signatory
<PAGE>   35
                               REVERSE OF SECURITY


         Securities of this series are one of a duly authorized issue of
securities of the Operating Partnership (herein called the "Securities"), issued
and to be issued in one or more series under an Indenture, dated as of May 13,
1997, as supplemented by Supplemental Indenture No. 6 thereto, dated as of March
19, 2001 (as so supplemented, herein called the "Indenture"), between the
Operating Partnership and U.S. Bank Trust National Association (herein called
the "Trustee," which term includes any successor trustee under the Indenture),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Operating Partnership, the Trustee and the Holders
of the Securities and of the terms upon which the Securities are authenticated
and delivered and for definition of capitalized terms used hereby and not
otherwise defined. This Security is one of the series designated in the first
page thereof, limited in aggregate principal amount to $200,000,000.

         In case an Event of Default with respect to the Notes shall have
occurred and be continuing, the principal amount of the Notes and the Make-Whole
Amount may be declared accelerated and thereupon become due and payable, in the
manner, with the effect, and subject to the conditions provided in the
Indenture.

         Securities of this series may be redeemed at any time at the option of
the Operating Partnership, in whole or in part, at a redemption price equal to
the sum of (i) the principal amount of the Securities being redeemed plus
accrued interest thereon to the Redemption Date and (ii) the Make-Whole Amount,
if any, with respect to such Securities.

         Notice of redemption will be given by mail to Holders of Securities,
not less than 30 nor more than 60 days prior to the Redemption Date, all as
provided in the Indenture.

         In the event of redemption of this Security in part only, a new
Security or Securities for the unredeemed portion hereof shall be issued in the
name of the Holder hereof upon the cancellation hereof.

         If this Note is exchanged in an Exchange Offer prior to the Record Date
for the first Interest Payment Date following such exchange, accrued and unpaid
interest, if any, on this Note, up to but not including the date of issuance of
the Note(s) issued in exchange (the "Exchange Note") for this Note, shall be
paid on the first Interest Payment Date for such Exchange Note(s) to the Holder
or Holders of such Exchange Note(s) on the first Record Date with respect to
such Exchange Note(s). If this Note is exchanged in an Exchange Offer subsequent
to the Record Date for the first Interest Payment Date following such exchange
but on or prior to the Interest Payment Date, then any such accrued and unpaid
interest with respect to this Note and any accrued and unpaid interest on the
Exchange Note(s) issued in exchange for this Note, through the day before such
Interest Payment Date, shall be paid on such Interest Payment Date to the Holder
of this Note on the Record Date.

         The Holder of this Note is entitled to the benefits of the Registration
Rights Agreement dated March 19, 2001 (the "Registration Rights Agreement")
among the Operating Partnership and Chase Securities Inc. and Credit Suisse
First Boston Corporation (collectively, the "Initial Purchasers").

         If the Operating Partnership fails to comply with certain provisions of
the Registration Rights Agreement, in each case as described below, then a
special interest premium (the "Special Interest Premium") shall become payable
in respect of the Notes as follows:

         If (i) a registration statement with respect to the Exchange Notes (the
"Exchange Offer Registration Statement") is not filed with the Commission on or
prior to the 90th day following the Closing Date, (ii) the Exchange Offer
Registration Statement is not declared effective on or prior to the


                                      B-6
<PAGE>   36
135th day following the Closing Date or (iii) the Exchange Offer is not
consummated or the shelf registration statement covering resales of the Notes
(the "Shelf Registration Statement") is not declared effective on or prior to
the 180th day following the Closing Date, the Special Interest Premium shall
accrue from and including the next day following each of (a) such 90-day period
in the case of clause (i) above, (b) such 135-day period in the case of clause
(ii) above and (c) such 180-day period in the cause of clause (iii) above, in
each case at a rate equal to 0.50% per annum. The aggregate amount of the
Special Interest Premium payable pursuant to the above provisions will in no
event exceed 0.50% per annum. If the Exchange Offer Registration Statement is
not declared effective on or prior to the 135th day following the Closing Date
and the Operating Partnership shall request the Holder of this Note to provide
the information called for by the Registration Rights Agreement for inclusion in
the Shelf Registration Statement and the Holder of this Note does not deliver
such information to the Operating Partnership when required pursuant to the
Registration Rights Agreement, then the Holder of this Note will not be entitled
to any such increase in the interest rate for any day after the 180th day
following the Closing Date. Upon (1) the filing of the Exchange Offer
Registration statement after the 90-day period described in clause (i), (2) the
effectiveness of the Exchange Offer Registration Statement after the 135-day
period described in clause (ii) above or (3) the consummation of the Exchange
Offer or the effectiveness of a Shelf Registration Statement, as the case may
be, after the 180-day period described in clause (iii) above, the interest rate
on this Note from the date of such effectiveness or consummation, as the case
may be, will be reduced to the original interest rate provided for herein.

         If a Shelf Registration Statement is declared effective, and if the
Operating Partnership fails to keep such Shelf Registration Statement
continuously (x) effective or (y) useable for resales for the period required by
the Registration Rights Agreement due to certain circumstances relating to
pending corporate developments, public filings with the Commission and similar
events, or because the prospectus contains an untrue statement of a material
fact or omits to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading, and such
failure continues for more than 60 days (whether or not consecutive) in any
12-month period (the 61st day being referred to as the "Default Day"), then from
the Default Day until the earlier of (i) the date that is the second anniversary
of the Closing Date (or, if Rule 144(k) of the Securities Act is amended to
provide a shorter restrictive period, the end of such shorter period) or (ii)
the date as of which this Note is sold pursuant to the Shelf Registration
Statement, the Special Interest Premium shall accrue at a rate equal to 0.50%
per annum.

         The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness of the Operating Partnership on this Security and (b)
certain restrictive covenants and the related defaults and Events of Default
applicable to the Operating Partnership, in each case, upon compliance by the
Operating Partnership with certain conditions set forth in the Indenture, which
provisions apply to this Security.

         If an Event of Default with respect to the Securities shall occur and
be continuing, the principal amount of the Securities may be declared due and
payable in the manner and with the effect provided in the Indenture.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
written notice to the Trustee of a continuing Event of Default with respect to
the Securities, the Holders of not less than 25% in principal amount of the
Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent


                                      B-7
<PAGE>   37
with such request, and shall have failed to institute any such proceeding, for
60 days after receipt of such notice, request and offer of indemnity. The
foregoing shall not apply to any suit instituted by the Holder of this Security
for the enforcement of any payment of principal hereof or any interest on or
after the respective due dates expressed herein.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Operating Partnership and the rights of the Holders of the Securities of each
series to be affected under the Indenture at any time by the Operating
Partnership and the Trustee with the consent of the Holders of not less than a
majority in principal amount of the Outstanding Securities of each series of
Securities then Outstanding affected thereby. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Operating
Partnership with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Security.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Operating
Partnership, which is absolute and unconditional, to pay the principal of (and
Make-Whole Amount, if any) and interest on this Security at the times, place and
rate, and in the coin or currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Operating Partnership in any Place of Payment where the
principal of (and Make-Whole Amount, if any) and interest on this Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Operating Partnership and the Security Registrar duly
executed by the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of this series, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.

         The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series of a different authorized denomination, as
requested by the Holder surrendering the same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Operating Partnership may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.

         Prior to due presentment of this Security for registration of transfer,
the Operating Partnership, the Trustee and any agent of the Operating
Partnership or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Operating Partnership, the Trustee nor any such agent
shall be affected by notice to the contrary.

         No recourse shall be had for the payment of the principal of, premium
or Make-Whole Amount, if any, or interest in respect of this Security, or for
any claim based hereon, or otherwise in respect hereof, or based on or in
respect of the Indenture or any indenture supplemental thereto, against any
past, present or future stockholder, employee, officer, director, incorporator,
limited or general partner, as such, of the


                                      B-8
<PAGE>   38
Operating Partnership or the General Partner or of any successor, either
directly or through the Operating Partnership or the General Partner or any
successor, whether by virtue of any constitution, statute or rule of law or by
the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.

         All capitalized terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

         THE INDENTURE AND THE SECURITIES, INCLUDING THIS SECURITY, SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Operating Partnership has caused "CUSIP"
numbers to be printed on the Securities of this series as a convenience to the
Holders of such Securities. No representation is made as to the correctness or
accuracy of such CUSIP numbers as printed on the Securities, and reliance may be
placed only on the other identification numbers printed hereon.




                                      B-9
<PAGE>   39
                                 ASSIGNMENT FORM

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto

PLEASE INSERT SOCIAL
SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE


[        ]______________________________________________________________________
(Please Print or Typewrite Name and Address including Zip Code of Assignee)


________________________________________________________________________________
the within Security of First Industrial, L.P. and hereby does irrevocably
constitute and appoint


_______________________________________________________________________ Attorney
to transfer said Security on the books of First Industrial, L.P. with full power
of substitution in the premises.


Dated:




NOTICE: The signature to this assignment must correspond with the name as it
appears on the first page of the within Security in every particular, without
alteration or enlargement or any change whatever.





                                      B-10
<PAGE>   40
                                             EXHIBIT C TO SUPPLEMENTAL INDENTURE


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.

UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF
DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH
SUCCESSOR.

THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING SET FORTH IN THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF DTC OR A NOMINEE OF
DTC. THIS SECURITY IS EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A
PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED
IN THE INDENTURE, AND MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY DTC TO A
NOMINEE OF DTC OR ANOTHER NOMINEE OF DTC OR BY DTC OR ITS NOMINEE TO A SUCCESSOR
DEPOSITORY OR ITS NOMINEE.



Registered No. [  ]                                             PRINCIPAL AMOUNT
CUSIP No.: [  ]                                                 $[  ],000,000



                                 GLOBAL SECURITY
                             FIRST INDUSTRIAL, L.P.

                              7.375% NOTE DUE 2011

FIRST INDUSTRIAL, L.P., a limited partnership duly organized and existing under
the laws of the State of Delaware (herein referred to as the "Operating
Partnership" which term shall include any successor entity under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or its registered assigns, upon presentation, the principal sum of [     ]
DOLLARS on March 15, 2011 and to pay interest on the outstanding principal
amount thereon from March 19, 2001, or from the immediately preceding Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
in arrears on March 15 and September 15 in each year, commencing September 15,
2001, at the rate of 7.375% per annum, until the entire principal hereof is paid
or made available for payment. The interest so payable and punctually paid or
duly provided for on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Security is registered at
the close of business on the Regular Record Date for such interest which shall
be the March 1 or September 1


                                      C-1
<PAGE>   41
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date. Any such interest not so punctually paid or duly provided
for shall forthwith cease to be payable to the Holder on such Regular Record
Date, and may either be paid to the Person in whose name this Security is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of the Securities not less than 10 days prior to such Special
Record Date, or may be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture. All payments of
principal, premium or Make-Whole Amount, if any, and interest in respect of this
Global Security will be made by the Operating Partnership in immediately
available funds.

Reference is hereby made to the further provisions of this Security set forth on
the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

Unless the Certificate of Authentication hereon has been executed by the Trustee
by manual signature of one of its authorized signatories, this Security shall
not be entitled to any benefit under the Indenture, or be valid or obligatory
for any purpose.






                                       C-2
<PAGE>   42
IN WITNESS WHEREOF, FIRST INDUSTRIAL, L.P. has caused this instrument to be duly
executed under its corporate seal.

Dated: March 19, 2001


                                           FIRST INDUSTRIAL, L.P.

                                           First Industrial Realty Trust, Inc.,
                                           its general Partner


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


[Seal]


Attest:



------------------------------
Secretary
<PAGE>   43
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:

This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.



                                             U.S. BANK TRUST NATIONAL
                                             ASSOCIATION, as Trustee


                                         By:
                                             ---------------------------------
                                             Authorized Signatory
<PAGE>   44
                               REVERSE OF SECURITY


         Securities of this series are one of a duly authorized issue of
securities of the Operating Partnership (herein called the "Securities"), issued
and to be issued in one or more series under an Indenture, dated as of May 13,
1997, as supplemented by Supplemental Indenture No. 6 thereto, dated as of March
19, 2001 (as so supplemented, herein called the "Indenture"), between the
Operating Partnership and U.S. Bank Trust National Association (herein called
the "Trustee," which term includes any successor trustee under the Indenture),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Operating Partnership, the Trustee and the Holders
of the Securities and of the terms upon which the Securities are authenticated
and delivered and for definition of capitalized terms used hereby and not
otherwise defined. This Security is one of the series designated in the first
page thereof, limited in aggregate principal amount to $200,000,000.

         In case an Event of Default with respect to the Notes shall have
occurred and be continuing, the principal amount of the Notes and the Make-Whole
Amount may be declared accelerated and thereupon become due and payable, in the
manner, with the effect, and subject to the conditions provided in the
Indenture.

         Securities of this series may be redeemed at any time at the option of
the Operating Partnership, in whole or in part, at a redemption price equal to
the sum of (i) the principal amount of the Securities being redeemed plus
accrued interest thereon to the Redemption Date and (ii) the Make-Whole Amount,
if any, with respect to such Securities.

         Notice of redemption will be given by mail to Holders of Securities,
not less than 30 nor more than 60 days prior to the Redemption Date, all as
provided in the Indenture.

         In the event of redemption of this Security in part only, a new
Security or Securities for the unredeemed portion hereof shall be issued in the
name of the Holder hereof upon the cancellation hereof.

         The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness of the Operating Partnership on this Security and (b)
certain restrictive covenants and the related defaults and Events of Default
applicable to the Operating Partnership, in each case, upon compliance by the
Operating Partnership with certain conditions set forth in the Indenture, which
provisions apply to this Security.

         If an Event of Default with respect to the Securities shall occur and
be continuing, the principal amount of the Securities may be declared due and
payable in the manner and with the effect provided in the Indenture.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
written notice to the Trustee of a continuing Event of Default with respect to
the Securities, the Holders of not less than 25% in principal amount of the
Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder


                                      C-5
<PAGE>   45
of this Security for the enforcement of any payment of principal hereof or any
interest on or after the respective due dates expressed herein.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Operating Partnership and the rights of the Holders of the Securities of each
series to be affected under the Indenture at any time by the Operating
Partnership and the Trustee with the consent of the Holders of not less than a
majority in principal amount of the Outstanding Securities of each series of
Securities then Outstanding affected thereby. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Operating
Partnership with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Security.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Operating
Partnership, which is absolute and unconditional, to pay the principal of (and
Make-Whole Amount, if any) and interest on this Security at the times, place and
rate, and in the coin or currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Operating Partnership in any Place of Payment where the
principal of (and Make-Whole Amount, if any) and interest on this Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Operating Partnership and the Security Registrar duly
executed by the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of this series, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.

         The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series of a different authorized denomination, as
requested by the Holder surrendering the same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Operating Partnership may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.

         Prior to due presentment of this Security for registration of transfer,
the Operating Partnership, the Trustee and any agent of the Operating
Partnership or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Operating Partnership, the Trustee nor any such agent
shall be affected by notice to the contrary.

         No recourse shall be had for the payment of the principal of, premium
or Make-Whole Amount, if any, or interest in respect of this Security, or for
any claim based hereon, or otherwise in respect hereof, or based on or in
respect of the Indenture or any indenture supplemental thereto, against any
past, present or future stockholder, employee, officer, director, incorporator,
limited or general partner, as such, of the Operating Partnership or the General
Partner or of any successor, either directly or through the Operating
Partnership or the General Partner or any successor, whether by virtue of any
constitution, statute or rule


                                      C-6
<PAGE>   46
of law or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.

         All capitalized terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

         THE INDENTURE AND THE SECURITIES, INCLUDING THIS SECURITY, SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Operating Partnership has caused "CUSIP"
numbers to be printed on the Securities of this series as a convenience to the
Holders of such Securities. No representation is made as to the correctness or
accuracy of such CUSIP numbers as printed on the Securities, and reliance may be
placed only on the other identification numbers printed hereon.








                                      C-7
<PAGE>   47
                                 ASSIGNMENT FORM

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto

PLEASE INSERT SOCIAL
SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE


[            ]__________________________________________________________________
(Please Print or Typewrite Name and Address including Zip Code of Assignee)


________________________________________________________________________________
the within Security of First Industrial, L.P. and hereby does irrevocably
constitute and appoint


_______________________________________________________________________ Attorney
to transfer said Security on the books of First Industrial, L.P. with full power
of substitution in the premises.


Dated:




NOTICE: The signature to this assignment must correspond with the name as it
appears on the first page of the within Security in every particular, without
alteration or enlargement or any change whatever.







                                      C-8
<PAGE>   48
                                             EXHIBIT D TO SUPPLEMENTAL INDENTURE






Registered No. [  ]                                             PRINCIPAL AMOUNT
CUSIP No.: [   ]                                                $[   ],000,000



                               DEFINITIVE SECURITY
                             FIRST INDUSTRIAL, L.P.

                              7.375% NOTE DUE 2011

FIRST INDUSTRIAL, L.P., a limited partnership duly organized and existing under
the laws of the State of Delaware (herein referred to as the "Operating
Partnership" which term shall include any successor entity under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or its registered assigns, upon presentation, the principal sum of [ ]
DOLLARS on March 15, 2011 and to pay interest on the outstanding principal
amount thereon from March 19, 2001, or from the immediately preceding Interest
Payment Date to which interest has been paid or duly provided for, semi-annually
in arrears on March 15 and September 15 in each year, commencing September 15,
2001, at the rate of 7.375% per annum, until the entire principal hereof is paid
or made available for payment. The interest so payable and punctually paid or
duly provided for on any Interest Payment Date will, as provided in the
Indenture, be paid to the Person in whose name this Security is registered at
the close of business on the Regular Record Date for such interest which shall
be the March 1 or September 1 (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the
Holder on such Regular Record Date, and may either be paid to the Person in
whose name this Security is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of the Securities not less
than 10 days prior to such Special Record Date, or may be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities may be listed, and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture. All
payments of principal, premium or Make-Whole Amount, if any, and interest in
respect of this Global Security will be made by the Operating Partnership in
immediately available funds.

Reference is hereby made to the further provisions of this Security set forth on
the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

Unless the Certificate of Authentication hereon has been executed by the Trustee
by manual signature of one of its authorized signatories, this Security shall
not be entitled to any benefit under the Indenture, or be valid or obligatory
for any purpose.



                                      D-1
<PAGE>   49
IN WITNESS WHEREOF, FIRST INDUSTRIAL, L.P. has caused this instrument to be duly
executed under its corporate seal.

Dated:  March 19, 2001


                                         FIRST INDUSTRIAL, L.P.

                                         First Industrial Realty Trust, Inc.,
                                         its general Partner


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


[Seal]


Attest:



-------------------------------
Secretary
<PAGE>   50
TRUSTEE'S CERTIFICATE OF AUTHENTICATION:

This is one of the Securities of the series designated therein referred to in
the within-mentioned Indenture.



                                            U.S. BANK TRUST NATIONAL
                                            ASSOCIATION, as Trustee


                                        By:
                                            ---------------------------------
                                            Authorized Signatory
<PAGE>   51
                               REVERSE OF SECURITY


         Securities of this series are one of a duly authorized issue of
securities of the Operating Partnership (herein called the "Securities"), issued
and to be issued in one or more series under an Indenture, dated as of May 13,
1997, as supplemented by Supplemental Indenture No. 6 thereto, dated as of March
19, 2001 (as so supplemented, herein called the "Indenture"), between the
Operating Partnership and U.S. Bank Trust National Association (herein called
the "Trustee," which term includes any successor trustee under the Indenture),
to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Operating Partnership, the Trustee and the Holders
of the Securities and of the terms upon which the Securities are authenticated
and delivered and for definition of capitalized terms used hereby and not
otherwise defined. This Security is one of the series designated in the first
page thereof, limited in aggregate principal amount to $200,000,000.

         In case an Event of Default with respect to the Notes shall have
occurred and be continuing, the principal amount of the Notes and the Make-Whole
Amount may be declared accelerated and thereupon become due and payable, in the
manner, with the effect, and subject to the conditions provided in the
Indenture.

         Securities of this series may be redeemed at any time at the option of
the Operating Partnership, in whole or in part, at a redemption price equal to
the sum of (i) the principal amount of the Securities being redeemed plus
accrued interest thereon to the Redemption Date and (ii) the Make-Whole Amount,
if any, with respect to such Securities.

         Notice of redemption will be given by mail to Holders of Securities,
not less than 30 nor more than 60 days prior to the Redemption Date, all as
provided in the Indenture.

         In the event of redemption of this Security in part only, a new
Security or Securities for the unredeemed portion hereof shall be issued in the
name of the Holder hereof upon the cancellation hereof.

         The Indenture contains provisions for defeasance at any time of (a) the
entire indebtedness of the Operating Partnership on this Security and (b)
certain restrictive covenants and the related defaults and Events of Default
applicable to the Operating Partnership, in each case, upon compliance by the
Operating Partnership with certain conditions set forth in the Indenture, which
provisions apply to this Security.

         If an Event of Default with respect to the Securities shall occur and
be continuing, the principal amount of the Securities may be declared due and
payable in the manner and with the effect provided in the Indenture.

         As provided in and subject to the provisions of the Indenture, the
Holder of this Security shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
written notice to the Trustee of a continuing Event of Default with respect to
the Securities, the Holders of not less than 25% in principal amount of the
Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee and offered the Trustee reasonable indemnity and the Trustee
shall not have received from the Holders of a majority in principal amount of
Securities of this series at the time Outstanding a direction inconsistent with
such request, and shall have failed to institute any such proceeding, for 60
days after receipt of such notice, request and offer of indemnity. The foregoing
shall not apply to any suit instituted by the Holder


                                      D-4
<PAGE>   52
of this Security for the enforcement of any payment of principal hereof or any
interest on or after the respective due dates expressed herein.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Operating Partnership and the rights of the Holders of the Securities of each
series to be affected under the Indenture at any time by the Operating
Partnership and the Trustee with the consent of the Holders of not less than a
majority in principal amount of the Outstanding Securities of each series of
Securities then Outstanding affected thereby. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Operating
Partnership with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Security shall be conclusive and binding upon such Holder and
upon all future Holders of this Security and of any Security issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not notation of such consent or waiver is made upon this Security.

         No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Operating
Partnership, which is absolute and unconditional, to pay the principal of (and
Make-Whole Amount, if any) and interest on this Security at the times, place and
rate, and in the coin or currency, herein prescribed.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Operating Partnership in any Place of Payment where the
principal of (and Make-Whole Amount, if any) and interest on this Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Operating Partnership and the Security Registrar duly
executed by the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of this series, of authorized denominations
and for the same aggregate principal amount, will be issued to the designated
transferee or transferees.

         The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
Securities of this series are exchangeable for a like aggregate principal amount
of Securities of this series of a different authorized denomination, as
requested by the Holder surrendering the same.

         No service charge shall be made for any such registration of transfer
or exchange, but the Operating Partnership may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection
therewith.

         Prior to due presentment of this Security for registration of transfer,
the Operating Partnership, the Trustee and any agent of the Operating
Partnership or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Operating Partnership, the Trustee nor any such agent
shall be affected by notice to the contrary.

         No recourse shall be had for the payment of the principal of, premium
or Make-Whole Amount, if any, or interest in respect of this Security, or for
any claim based hereon, or otherwise in respect hereof, or based on or in
respect of the Indenture or any indenture supplemental thereto, against any
past, present or future stockholder, employee, officer, director, incorporator,
limited or general partner, as such, of the Operating Partnership or the General
Partner or of any successor, either directly or through the Operating
Partnership or the General Partner or any successor, whether by virtue of any
constitution, statute or rule


                                      D-5
<PAGE>   53
of law or by the enforcement of any assessment or penalty or otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.

         All capitalized terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the Indenture.

         THE INDENTURE AND THE SECURITIES, INCLUDING THIS SECURITY, SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

         Pursuant to a recommendation promulgated by the Committee on Uniform
Security Identification Procedures, the Operating Partnership has caused "CUSIP"
numbers to be printed on the Securities of this series as a convenience to the
Holders of such Securities. No representation is made as to the correctness or
accuracy of such CUSIP numbers as printed on the Securities, and reliance may be
placed only on the other identification numbers printed hereon.






                                      D-6
<PAGE>   54
                                 ASSIGNMENT FORM

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto

PLEASE INSERT SOCIAL
SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE


[            ]__________________________________________________________________
(Please Print or Typewrite Name and Address including Zip Code of Assignee)


________________________________________________________________________________
the within Security of First Industrial, L.P. and hereby does irrevocably
constitute and appoint


_______________________________________________________________________ Attorney
to transfer said Security on the books of First Industrial, L.P. with full power
of substitution in the premises.


Dated:




NOTICE: The signature to this assignment must correspond with the name as it
appears on the first page of the within Security in every particular, without
alteration or enlargement or any change whatever.









                                      D-7
<PAGE>   55
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            PAGE
<S>                <C>                                                   <C>
ARTICLE I          RELATION TO INDENTURE: DEFINITIONS....................      1

    Section 1.1.      Relation to Indenture..............................      1

    Section 1.2.      Definitions........................................      1

ARTICLE II         THE SERIES OF NOTES...................................      6

    Section 2.1.      Title of the Notes.................................      6

    Section 2.2.      Limitation on Aggregate Principal Amount...........      6

    Section 2.3.      Interest and Interest Rates; Maturity Date of Notes      7

    Section 2.4.      Registration Rights................................      7

    Section 2.5.      Limitations on Incurrence of Indebtedness..........      7

    Section 2.6.      Optional Redemption................................      9

    Section 2.7.      Special Interest Premium...........................      9

    Section 2.8.      Places of Payment..................................      9

    Section 2.9.      Method of Payment..................................      9

    Section 2.10.     Currency...........................................      9

    Section 2.11.     Registration and Form..............................      9

    Section 2.12.     Form of Notes......................................     10

    Section 2.13.     Registrar and Paying Agent.........................     10

    Section 2.14.     Defeasance.........................................     10

    Section 2.15.     Provision of Financial Information.................     10

    Section 2.16.     Waiver of Certain Covenants........................     11

    Section 2.17.     Other Terms and Conditions.........................     11

    Section 2.18.     Further Issues.....................................     11

ARTICLE III        REGISTRATION RIGHTS...................................     11

    Section 3.1.      Registration Rights Agreement......................     11

    Section 3.2.      Special Interest Premium...........................     12

    Section 3.3.      Legend.............................................     13

ARTICLE IV         TRANSFER AND EXCHANGE.................................     13

    Section 4.1.      Transfer and Exchange..............................     13

    Section 5.1.      Legends............................................     15

ARTICLE VI         MISCELLANEOUS PROVISIONS..............................     16

    Section 6.1.      Ratification of Indenture..........................     16

    Section 6.2.      Governing Law......................................     16

    Section 6.3.      Counterparts.......................................     17
</TABLE>


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