EXHIBIT 1.2
AMENDED AND RESTATED GUARANTY AGREEMENT
AMENDED AND RESTATED UNCONDITIONAL GUARANTY OF PAYMENT (this
"Guaranty"), is made as of January 12, 1999 by RECKSON OPERATING PARTNERSHIP,
L.P. (the "Borrower"), RECKSON ASSOCIATES REALTY CORP. ("RAR"), a Maryland
corporation, RECKSON FS LIMITED PARTNERSHIP ("RFS" and together with RAR, the
"Borrower Guarantors"), a Delaware limited partnership, XXXXXXX XXXXXX
INDUSTRIAL INTERIM GP LLC ("RMIIGP LLC"), a Delaware limited liability
company, XXXXXXX XXXXXX INDUSTRIAL TRUST ("RMIT" and together with RMIIGP LLC
and the Borrower, the "RMOP Guarantors"), a Maryland real estate investment
trust, (the Borrower Guarantors and the RMOP Guarantors, collectively,
"Guarantor"), in favor of THE CHASE MANHATTAN BANK, as arranger, book manager,
and administrative agent (the "Agent") for the benefit of the banks (the
"Lenders") that are from time to time parties to that certain Amended and
Restated Credit Agreement (the "Credit Agreement"), dated as of January 12,
1999, among Guarantor, the Lenders, ING (U.S.) Capital LLC (formerly known as
ING (U.S.) Capital Corporation), as Documentation Agent and the Agent.
Capitalized terms not otherwise defined in this Guaranty shall have
the meanings ascribed to them in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, Borrower, RMOP and the Agent entered into a Credit
Agreement dated as of December 4, 1998 (the "Existing Credit Agreement"); and
WHEREAS, pursuant to the terms of the Existing Credit Agreement, the
Loans were to be guaranteed by the Borrower Guarantors and the obligations of
RMOP were to be further guaranteed by the RMOP Guarantors pursuant to
the Guaranty Agreement dated as of December 4, 1998 (the
"Existing Guaranty"); and
WHEREAS, the parties to the Existing Credit Agreement have agreed to
amend and restate the terms and conditions contained in the Existing Credit
Agreement in their entirety in the Credit Agreement, pursuant to which the
Lenders shall make Loans to the Borrower and RMOP to be guaranteed by the
Borrower Guarantors and/or the RMOP Guarantors, as the case may be, and to be
evidenced by certain Promissory Notes (as the same may be amended,
supplemented, modified or restated from time to time, the "Notes"), each dated
as of the date hereof, in the aggregate principal amount of $75,000,000,
payable by the Borrower to the order of the Lenders respective to their Pro
Rate Shares of the Loans; and
WHEREAS, the parties hereto have agreed to amend and restate the
terms and conditions contained in the Existing Guaranty in their entirety as
hereinafter set forth.
NOW THEREFORE, in consideration of the premises and the direct and
indirect benefits to be derived from the making of the Loans by the Lenders to
the Borrower and RMOP, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Guarantor hereby
agrees as follows:
I. The Existing Guaranty is hereby modified so that all of the terms
and conditions of the aforesaid Existing Guaranty shall be restated in their
entirety as set forth herein, and Guarantor agrees to comply with and be
subject to all of the terms, covenants and conditions of this Guaranty.
II. This Guaranty shall be binding upon and inure to the benefit of
the parties hereto, and their respective successors and assigns, and shall be
deemed to be effective as of the date hereof.
III. Any reference in any other Loan Document or any other document
executed in connection with the Existing Credit Agreement to the Existing
Guaranty shall be deemed to refer to this Guaranty.
The parties hereby agree as follows:
1. (a) The Borrower Guarantors, on behalf of themselves and their
successors and assigns, each hereby irrevocably, absolutely, and
unconditionally jointly and severally guarantees the full and punctual payment
when due, whether at stated maturity or otherwise, of all obligations of the
Borrower now or hereafter existing under the Note or under any of the other
Loan Documents to which the Borrower is a party (including, without
limitation, all obligations of RMOP under the Credit Agreement); and
(b) The RMOP Guarantors, on behalf of themselves and their
successors and assigns, each hereby irrevocably, absolutely, and
unconditionally jointly and severally guarantees the full and punctual payment
when due, whether at stated maturity or otherwise, of all obligations of RMOP
now or hereafter existing under the Note or under any of the other Loan
Documents to which RMOP is a party;
(c) Guarantor, on behalf of itself and its successors and
assigns, hereby irrevocably, absolutely, and unconditionally jointly and
severally guarantees the full and punctual payment when due of any and all
reasonable costs and expenses (including, without limitation, reasonable
attorneys' fees and disbursements) incurred by the Agent in enforcing its
rights under this Guaranty (all such obligations set forth in this Paragraph
1 being referred to as the "Guaranteed Obligations").
2. It is agreed that the obligations of Guarantor hereunder are
primary and this Guaranty shall be enforceable against Guarantor and its
successors and assigns without the necessity for any suit or proceeding of any
kind or nature whatsoever brought by the Agent against the Borrower, RMOP or
their respective successors or assigns or any other party or against any
security for the payment and performance of the Guaranteed Obligations and, to
the extent permitted by applicable law, without the necessity of any notice of
non-payment or non- observance or of any notice of acceptance of this Guaranty
or of any notice or demand to which Guarantor might otherwise be entitled
(including, without limitation, diligence, presentment, notice of maturity,
extension of time, change in nature or form of the Guaranteed Obligations,
acceptance of further security, release of further security, imposition or
agreement arrived at as to the amount of or the terms of the Guaranteed
Obligations, notice of adverse change in the Borrower's or RMOP's financial
condition and any other fact which might materially increase the risk to
Guarantor), all of which Guarantor, to the extent permitted by applicable law,
hereby expressly waives; and, to the extent permitted by applicable law,
Guarantor hereby expressly agrees that the validity of this Guaranty and the
obligations of the Guarantor hereunder shall in no way be terminated,
affected, diminished, modified or impaired by reason of the assertion of, or
the failure to assert by the Agent against the Borrower or its respective
successors or assigns, any of the rights or remedies reserved to the Agent
pursuant to the provisions of the Loan Documents. Guarantor hereby agrees
that, to the extent permitted by applicable law, any notice or directive given
at any time to the Agent which is inconsistent with the waiver in the
immediately preceding sentence shall be void and may be ignored by the Agent,
and, in addition, may not be pleaded or introduced as evidence in any
litigation relating to this Guaranty for the reason that such pleading or
introduction would be at variance with the written terms of this Guaranty,
unless the Agent have specifically agreed otherwise in writing, signed by a
duly authorized officer. Guarantor specifically acknowledges and agrees that
the foregoing waivers are of the essence of this transaction and that, but for
this Guaranty and such waivers, the Agent, the Lenders would not make the
requested Loan to the Borrower and RMOP.
3. To the extent permitted by applicable law, Guarantor hereby
waives, and covenants and agrees that it will not at any time insist upon, plead
or in any manner whatsoever claim or take the benefit or advantage of, any and
all appraisal, valuation, stay, extension, marshalling-of-assets or redemption
laws, or right of homestead exemption, whether now or at any time hereafter in
force, which may delay, prevent or otherwise affect the performance by Guarantor
of its obligations under, or the enforcement by the Agent of, this Guaranty. To
the extent permitted by applicable law, Guarantor further covenants and agrees
not to set up or claim any defense, counterclaim, offset, set-off or other
objection of any kind to any action, suit or proceeding in law, equity or
otherwise, or to any demand or claim that may be instituted or made by the Agent
other than the defense of the actual timely payment and performance by the
Borrower or RMOP, as applicable, of the Guaranteed Obligations hereunder.
Guarantor represents, warrants and agrees that, as of the date hereof, its
obligations under this Guaranty are not subject to any counterclaims, offsets or
defenses against the Agent of any kind.
4. The provisions of this Guaranty are for the benefit of the Agent
on behalf of the Lenders and their successors and permitted assigns, and
nothing herein contained shall impair as among the Borrower, RMOP and the
Agent the obligations of the Borrower and RMOP under the Loan Documents.
5. This Guaranty shall be a continuing, unconditional and absolute
guaranty and, to the extent permitted by applicable law, the liability of
Guarantor hereunder shall in no way be terminated, affected, modified,
impaired or diminished by reason of the happening, from time to time, of any
of the following, although without notice or the further consent of Guarantor:
(a) any assignment, amendment, modification or waiver of or change
in any of the terms, covenants, conditions or provisions of any of the
Guaranteed Obligations or the Loan Documents or the invalidity or
unenforceability of any of the foregoing; or
(b) any extension of time that may be granted by the Agent to the
Borrower, RMOP, any guarantor, or their respective successors or assigns;
or
(c) any action which the Agent may take or fail to take under or in
respect of any of the Loan Documents or by reason of any waiver of, or
failure to enforce any of the rights, remedies, powers or privileges
available to the Agent under this Guaranty or available to the Agent at
law, in equity or otherwise, or any action on the part of the Agent
granting indulgence or extension in any form whatsoever; or
(d) any sale, exchange, release, or other disposition of any
property pledged, mortgaged or conveyed, or any property in which the
Agent and/or the Lenders have been granted a lien or security interest to
secure any indebtedness of the Borrower or RMOP to the Agent and/or the
Lenders; or
(e) any release of any person or entity who may be liable in any
manner for the payment and collection of any amounts owed by the Borrower
or RMOP to the Agent and/or the Lenders; or
(f) the application of any sums by whomsoever paid or however
realized to any amounts owing by the Borrower or RMOP to the Agent and/or
the Lenders under the Loan Documents in such manner as the Agent shall
determine in its sole discretion; or
(g) the Borrower's, RMOP's or any guarantor's voluntary or
involuntary liquidation, dissolution, sale of all or substantially all of
their respective assets and liabilities, appointment of a trustee,
receiver, liquidator, sequestrator or conservator for all or any part of
the Borrower's, RMOP's or guarantor's assets, insolvency, bankruptcy,
assignment for the benefit of creditors, reorganization, arrangement,
composition or readjustment, or the commencement of other similar
proceedings affecting the Borrower, RMOP or any guarantor or any of the
assets of any of them, including, without limitation, (i) the release or
discharge of the Borrower, RMOP or any guarantor from the payment and
performance of their respective obligations under any of the Loan
Documents by operation of law, or (ii) the impairment, limitation or
modification of the liability of the Borrower, RMOP or any guarantor in
bankruptcy, or of any remedy for the enforcement of the Guaranteed
Obligations under any of the Loan Documents, or Guarantor's liability
under this Guaranty, resulting from the operation of any present or
future provisions of the Bankruptcy Code or other present or future
federal, state or applicable statute or law or from the decision in any
court; or
(h) any improper disposition by the Borrower or RMOP of the proceeds
of the Loans, it being acknowledged by Guarantor that the Agent shall be
entitled to honor any request made by the Borrower or RMOP for a
disbursement of such proceeds and that the Agent shall have no obligation
to see the proper disposition by the Borrower or RMOP of such proceeds.
6. Guarantor hereby agrees that if at any time all or any part of
any payment at any time received by the Agent from the Borrower or RMOP under
any of the Notes or other Loan Documents or Guarantor under or with respect to
this Guaranty is or must be rescinded or returned by the Agent for any reason
whatsoever (including, without limitation, the insolvency, bankruptcy or
reorganization of the Borrower or RMOP or Guarantor), then Guarantor's
obligations hereunder shall, to the extent of the payment rescinded or
returned, be deemed to have continued in existence notwithstanding such
previous receipt by the Agent, and Guarantor's obligations hereunder shall
continue to be effective or reinstated, as the case may be, as to such
payment, as though such previous payment to the Agent had never been made.
7. Until this Guaranty is terminated pursuant to the terms hereof,
the Guarantor (i) shall have no right of subrogation against the Borrower or
RMOP or any entity comprising same by reason of any payments or acts of
performance by Guarantor in compliance with the obligations of Guarantor
hereunder; (ii) hereby waives any right to enforce any remedy which Guarantor
now or hereafter shall have against the Borrower, RMOP or any entity
comprising the same by reason of any one or more payment or acts of
performance in compliance with the obligations of Guarantor hereunder; and
(iii) shall subordinate any liability or indebtedness of the Borrower or any
entity comprising same now or hereafter held by Guarantor to the obligations
of the Borrower or RMOP, as applicable, under the Loan Documents; provided
that nothing contained herein shall limit the right of the Guarantor to
receive any amount from the Borrower or RMOP, as applicable, or any entity
comprising the same that is not prohibited by the terms of the Loan Documents.
8. Guarantor hereby represents and warrants on its own behalf to the
Agent with the knowledge that the Agent is relying upon the same, as follows:
(a) as of the date hereof, Reckson Associates Realty Corp. owns a
one percent (1%) general partnership interest and an eighty-two percent
(82%) limited partnership interest in the Borrower, and Reckson Financing
LLC (a wholly-owned subsidiary of Reckson Operating Partnership, L.P.) is
the general partner of Reckson FS Limited Partnership, and Guarantor is
familiar with the financial condition of Borrower;
(b) as of the date hereof, Xxxxxxx Xxxxxx Industrial Interim GP LLC
owns a .01% managing general partnership interest in RMOP and Guarantor
is familiar with the financial condition of Borrower;
(c) as of the date hereof, RMIT owns a 71.995% general partnership
interest in RMOP and Guarantor is familiar with the financial condition
of Borrower;
(d) based upon such relationship, Guarantor has determined that it
is in its best interest to enter into this Guaranty;
(e) this Guaranty is necessary and convenient to the conduct,
promotion and attainment of Guarantor's business, and is in furtherance
of Guarantor's business purposes;
(f) the benefits to be derived by Guarantor from the Borrower's and
RMOP's access to funds made possible by the Loan Documents are at least
equal to the obligations of Guarantor undertaken pursuant to this
Guaranty;
(g) each Guarantor is Solvent and has full corporate, partnership,
limited liability company or trust power, as the case may be, and legal
right to enter into this Guaranty and to perform its obligations under
the terms hereof and (i) Guarantor is organized or formed and validly
existing under the laws of the state of its establishment or formation,
(ii) Guarantor has complied with all provisions of applicable law in
connection with all aspects of this Guaranty, and (iii) the person
executing this Guaranty on behalf of Guarantor has all the requisite
power and authority to execute and deliver this Guaranty; and
(h) this Guaranty has been duly executed by Guarantor and
constitutes the legal, valid and binding obligation of Guarantor,
enforceable against it in accordance with its terms except as
enforceability may be limited by applicable insolvency, bankruptcy or
other laws affecting creditors' rights generally or general principles of
equity whether such enforceability is considered in a proceeding in
equity or at law.
9. Guarantor and the Agent acknowledge and agree that this Guaranty
is a guaranty of payment and not of collection and enforcement in respect of
any obligations which may accrue to the Agent and/or the Lenders from the
Borrower under the provisions of any Loan Document.
10. Subject to the terms and conditions of the Credit Agreement, and
only in conjunction with a transfer permitted thereunder, the Agent may assign
any or all of its rights under this Guaranty.
11. Guarantor agrees, upon the written request of the Agent, to
execute and deliver to the Agent, from time to time, any modification or
amendment hereto or any additional instruments or documents reasonably
considered necessary by the Agent or its counsel to cause this Guaranty to be,
become or remain valid and effective in accordance with its terms or in order
to implement more fully the intent of this Guaranty, provided, that, any such
modification, amendment, additional instrument or document shall not increase
Guarantor's obligation's or diminish its rights hereunder and shall be
reasonably satisfactory as to form to Guarantor and to Guarantor's counsel.
12. The representation and warranties of the Guarantor set forth in
this Guaranty shall survive until this Guaranty shall terminate in accordance
with the terms hereof.
13. This Guaranty together with the Credit Agreement and the other
Loan Documents contains the entire agreement among the parties with respect to
the Loans being made to the Borrower and/or RMOP simultaneously with the
execution and delivery hereof, and supersedes all prior agreements relating to
such Loan and may not be modified, amended, supplemented or discharged except
by a written agreement signed by Guarantor and the Agent.
14. If all or any portion of any provision contained in this
Guaranty shall be determined to be invalid, illegal or unenforceable in any
respect for any reason, such provision or portion thereof shall be deemed
stricken and severed from this Guaranty and the remaining provisions and
portions thereof shall continue in full force and effect.
15. In order for any demand, request or notice to the respective
parties hereto to be effective, such demand, request or notice shall be given,
in writing, by delivering the same personally or by nationally recognized
overnight courier service or by mailing, by certified or registered mail,
postage prepaid or by telecopying the same, addressed to such party at the
address set forth below or to such other address as may be identified by any
party in a written notice to the others. Any such demand, request or notice
sent as aforesaid shall be deemed to have been received by the party to whom
it is addressed upon delivery, if personally delivered and on the actual
receipt thereof, if sent by certified or registered mail or by telecopier, and
when transmitted, if sent by telex:
If to the
Borrower: 000 Xxxxxxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxx
Telecopy: (000) 000-0000
If to
Guarantor: Reckson Associates Realty Corp.
000 Xxxxxxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxx
Telecopy: (000) 000-0000
Guarantor: Reckson FS Limited Partnership
Xxxxxxx Xxxxxx Operating Partnership,
L.P.
000 Xxxxxxxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
Attention: Xxxxxxx Xxxxxx
Telecopy: (000) 000-0000
With Copies of
Notices to the
Borrower or
Guarantor to: Xxxxx & Wood LLP
Xxx Xxxxx Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxxx X. Xxxxxx, Esq.
Telecopy: (000) 000-0000
If to the Agent: The Chase Manhattan Bank
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxxxxxx
Telecopy: (000) 000-0000
With Copies to: Skadden, Arps, Slate,
Xxxxxxx & Xxxx LLP
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxxxxxxx, Esq.
Telecopy: (000) 000-0000
16. This Guaranty shall be binding upon Guarantor and its successors
and assigns and shall inure to the benefit of the Agent and its successors and
assigns.
17. The failure of the Agent to enforce any right or remedy
hereunder, or promptly to enforce any such right or remedy, shall not
constitute a waiver thereof, nor give rise to any estoppel against the Agent,
nor excuse Guarantor from its obligations hereunder. Any waiver of any such
right or remedy to be enforceable against the Agent must be expressly set
forth in a writing signed by the Agent.
18. (a) THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK.
(b) Any legal action or proceeding with respect to this
Guaranty and any action for enforcement of any judgment in respect thereof may
be brought in the courts of the State of New York or of the United States of
America for the Southern District of New York, and, by execution and delivery
of this Guaranty, Guarantor hereby accepts for itself and in respect of its
property, generally and unconditionally, the non-exclusive jurisdiction of the
aforesaid courts and appellate courts from any thereof. Guarantor irrevocably
consents to the service of process out of any of the aforementioned courts in
any such action or proceeding by the mailing of copies thereof by registered
or certified mail, postage prepaid, to Guarantor at the address for notices
set forth herein. Guarantor hereby irrevocably waives any objection which it
may now or hereafter have to the laying of venue of any of the aforesaid
actions or proceedings arising out of or in connection with this Guaranty
brought in the courts referred to above and hereby further irrevocably waives
and agrees not to plead or claim in any such court that any such action or
proceeding brought in any such court has been brought in an inconvenient
forum. Nothing herein shall affect the right of the Agent to serve process in
any other manner permitted by law or to commence legal proceedings or
otherwise proceed against Guarantor in any other jurisdiction.
(c) GUARANTOR AND AGENT BY THEIR EXECUTION HEREOF AND THE
LENDERS ACCEPTANCE HEREOF EACH HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY
AND ALL CLAIMS OR CAUSES OF ACTION BASED UPON OR ARISING OUT OF THIS GUARANTY.
IT IS HEREBY ACKNOWLEDGED BY GUARANTOR THAT THE WAIVER OF A JURY TRIAL IS A
MATERIAL INDUCEMENT FOR THE AGENT TO ACCEPT THIS GUARANTY AND THAT THE LOANS
MADE BY THE LENDERS ARE MADE IN RELIANCE UPON SUCH WAIVER. GUARANTOR FURTHER
WARRANTS AND REPRESENTS THAT SUCH WAIVER HAS BEEN KNOWINGLY AND VOLUNTARILY
MADE, FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION,
THIS GUARANTY MAY BE FILED BY THE AGENT IN COURT AS A WRITTEN CONSENT TO A
NON-JURY TRIAL.
(d) Guarantor does hereby further covenant and agree to and
with the Agent that Guarantor may be joined in any action against the Borrower
or RMOP in connection with the Loan Documents and that recovery may be had
against Guarantor in such action or in any independent action against
Guarantor (with respect to the Guaranteed Obligations), without the Agent
first pursuing or exhausting any remedy or claim against the Borrower, RMOP or
their successors or assigns. Guarantor also agrees that, in an action brought
with respect to the Guaranteed Obligations in any jurisdiction, it shall be
conclusively bound by the judgment in any such action by the Agent (wherever
brought) against the Borrower, RMOP or their successors or assigns, as if
Guarantor were a party to such action, even though Guarantor was not joined as
parties in such action.
(e) Guarantor hereby agrees to pay all expenses (including,
without limitation, reasonable attorneys' fees and disbursements) which may be
incurred by the Agent in connection with the enforcement of its rights under
this Guaranty, whether or not suit is initiated; provided, however, that such
expenses shall be paid by the Agent if a final judgment in favor of Guarantor
is rendered by a court of competent jurisdiction. Moreover, Guarantor
covenants and agrees to indemnify and save the Agent harmless of and from, and
defend it against, all losses, out-of pocket costs and expenses, liabilities,
damages or claims arising by reason of Guarantor's failure to perform its
obligations hereunder.
19. Subject to the terms of Section 6 hereof, this Guaranty shall
terminate and be of no further force or effect upon the full performance and
payment of the Guaranteed Obligations hereunder. Upon termination of this
Guaranty in accordance with the terms of this Guaranty, the Agent promptly
shall deliver to Guarantor such documents as Guarantor or Guarantor's counsel
reasonably may request in order to evidence such termination.
20. All of the Agent's rights and remedies under each of the Loan
Documents or under this Guaranty are intended to be distinct, separate and
cumulative and no such right or remedy therein or herein mentioned is intended
to be in exclusion of or a waiver of any other right or remedy available to
the Agent.
21. Recourse with respect to any claim arising under or in
connection with this Guaranty by the Agent, the Arrangers and the Lenders
shall be limited to the same extent as is provided in Section 4.3(e) of the
Credit Agreement with respect to claims against the Guarantor and the other
parties named therein and the terms, covenants and conditions of Section
4.3(e) of the Credit Agreement are hereby incorporated by reference as if
fully set forth herein.
22. By executing and delivering this Guaranty, RAR hereby agrees
that it shall be bound by, and shall comply with, all warranties and covenants
applicable to it set forth in the Credit Agreement.
IN WITNESS WHEREOF, the undersigned have caused this Guaranty to be
duly executed and delivered as of the date first set forth above.
GUARANTOR:
RECKSON OPERATING PARTNERSHIP, L.P.
a Delaware limited partnership
By: Reckson Associates Realty
Corp.
By:
Name:
Title:
RECKSON ASSOCIATES REALTY CORP.,
a Maryland corporation
By:__________________________
Name:
Title:
RECKSON FS LIMITED PARTNERSHIP,
a Delaware limited partnership
By: Reckson Financing LLC,
a Delaware limited liability
company, its general partner
By: Reckson Operating Partnership,
L.P., its sole member
By: Reckson Associates Realty
Corp., its general partner
By:____________________
Name:
Title:
XXXXXXX XXXXXX INDUSTRIAL INTERIM GP
LLC, a Delaware limited liability company
By:
-----------------------
Name:
Title:
XXXXXXX XXXXXX INDUSTRIAL TRUST, a
Maryland real estate investment trust
By:
-----------------------
Name:
Title:
AGENT:
THE CHASE MANHATTAN BANK,
as Administrative Agent
By:
------------------------
Name: Xxxx Xxxxxxxxxx
Title: Vice President
