The terms and conditions of this letter of interest are as follows:

Transcription

1 First Industrial Realty Trust, Inc GLENRIDGE DRIVE BUILDING B ; SUITE 130 ATLANTA, GA FAX May 19, 2017 Lynn Reich Executive Vice President Sean Boswell Senior Vice President Colliers International Via RE: DSC MCDONOUGH DISTRIBUTION CENTER AND LAND MCDONOUGH, GA Lynn & Sean: PURCHASE OF A +/- 400,000 SF DISTRIBUTION CENTER AND +/ ACRES SUITABLE FOR THE DEVELOPMENT OF +/- 1 MILLION SQUARE FEET Thank you for the opportunity to present this offer regarding the above referenced property. We look forward to working with you. First Industrial Acquisitions II, LLC, a Delaware limited liability company, or its assignees ( Buyer ), hereby expresses its interest in negotiating and entering into a formal contract (the Contract ) to purchase from the owner of record ( Seller ), the above-referenced property ( the Property ). Buyer is an affiliate of First Industrial Realty Trust, Inc., a publicly-traded real estate investment trust. By your execution hereof, you represent that you have been duly authorized to sign this letter on behalf of Seller. The terms and conditions of this letter of interest are as follows: 1. Purchase Price: $21,045,600 All Cash 2. Terms of Payment: The Purchase Price, inclusive of any Earnest Money Deposit, and plus or minus any prorations, shall be paid in cash at Closing. There is no debt financing contingency. 3. Earnest Money: Within five (5) business days after the date of the final execution and delivery of the Contract by both Seller and Buyer (the Contract Date ), Buyer shall deposit in escrow the sum of Two Hundred Fifty Thousand Dollars ($250,000) (the

2 Earnest Money Deposit ) with the title company specified in the Contract ( Title Company ). The Earnest Money Deposit shall constitute liquidated damages in the event of Buyer s default so long as all of the Buyer s conditions to closing are satisfied and there is no breach of contract by Seller. All earnest money shall be fully applicable to the Purchase Price at Closing. 4. Closing Date: The closing of the purchase of the Property ( Closing ) shall take place at the offices of Buyer s title company (or as otherwise agreed) fifteen (15) days after the Inspection Period. 5. Inspection Period: For a period of sixty (60) days after receipt by Buyer of all due diligence materials from Seller (the Inspection Period ), Buyer shall have the right, but not the obligation, to perform its inspection in its sole and absolute discretion, including the following: (a) (b) (c) (d) (e) (f) Inspect all physical aspects of the Property and review all ancillary service contracts; Review existing environmental reports and studies in Seller s control and perform Phase I and, if recommended by Buyer s environmental consultant based on the findings of a Phase II, a Phase II environmental study; Review title reports, surveys, and municipal code and zoning regulations; Review copies of leases, rental agreements and contracts, together with any modifications or amendments therein pertaining to the operation of the Property; interview tenants with respect to their current and prospective occupancy of the Property; Verify information from all books and records since the inception of Seller s ownership of the Property, and review any other information and documents pertaining to Seller s ownership and operation of the Property (collectively, the Records ); Review any and all contracts, warranties, architectural and engineering documents, plans, specifications, building material testing results and documentation, and municipal permits and inspections documentation associated with the design and construction of the Property Seller covenants and agrees that it shall provide Buyer with access to, and copies of, all Records, together with any and all of the other materials described above in this Paragraph 5 and in Seller s possession and control. Buyer shall receive a day for day extension of the Inspection Period in the event that requested information is not provided within five days of its request. Buyer shall conduct all its required

3 Property inspections in a manner that is not disruptive to the operation of the Property. After such investigation, if Buyer, in its sole and absolute discretion, determines that the Property is not satisfactory for purchase or operation by Buyer, then Buyer may terminate the Contract and the Earnest Money Deposit shall be returned to Buyer, with no further obligation or liability due or owing by either party to the other, except as may otherwise be expressly provided under the Contract. Seller will cooperate with Buyer, without third-party expense to Seller, before and after the Closing, in providing such information as Buyer may reasonably require to prepare its Form 8-K filings and such other reports and filings as may be required by any governmental authority. 6. Financing Contingency: NONE 7. Buyer s Assumptions and Closing Conditions: The Purchase Price is furthermore based on the following assumptions relating to the acre parcel: (a) (b) (c) (d) (e) All utilities are extended to and connected to the Property without extraordinary charges or recapture obligations; The Property is zoned for industrial uses, specifically, warehousing and distribution uses; There are no special assessments or special improvements, including any offsite improvements, pending against or affecting the Property; There are no extraordinary zoning restrictions or regulations that would limit or restrict the use, hours of operation, or truck trips to and from the Property; No part of the Property constitutes wetlands; 8. Title and Survey: Seller will convey good and marketable title to the Property free and clear of all liens, defects and encumbrances (other than those reasonably approved by Buyer during the Inspection Period); and will convey title to all personal property. Seller shall pay for the preliminary title report, the premium for a current American Land Title Association owner s policy (providing extended coverage, if available, and endorsements reasonably required by Buyer), a 50-year Chain of Title search, any fees, costs or premiums incurred to prepay debt encumbering the Property, property transfer and documentary taxes, and one-half (1/2) of escrow fees. Buyer shall pay the costs of recording the deed, and one-half (1/2) of the escrow fees and

4 shall be responsible for ordering an ALTA survey (at Seller s cost and in form required by Buyer). Additionally, Buyer and Seller are each responsible for their respective legal fees. All other costs shall be allocated in accordance with local custom. 9. Prorations, Costs and Transfer Taxes: Rents, operating expenses, real estate taxes, service contracts and all other items customarily prorated in commercial transactions of this type shall be prorated at Closing, and (to the extent final bills for such items are not available at Closing), shall be re-prorated after Closing, as soon as final bills are available relative to such proration s. Transfer taxes, if any, shall be paid by the Seller. 10. Real Estate Brokerage Commission: Buyer and Seller hereby agree no other broker or agent represents Buyer and that Colliers International represents Seller. Any Real Estate Brokerage Commissions in conjunction with this transaction shall be paid by the Seller under separate agreement. Buyer and Seller shall agree to indemnify each other from claims for a real estate commission from any broker or agent. 11. Documentation: As soon as possible after Seller s acceptance of this letter of interest, Buyer and Seller shall negotiate, in good faith, a formal Contract consistent with the terms and conditions set forth in this letter, and also containing such additional covenants, representations and conditions as are customary for transactions of this type and as may be reasonably required by Buyer. 12. Choice of Law: Each and all of the parties hereto expressly agree that Georgia Law shall exclusively govern this letter of interest and any interpretation thereof as applicable to contracts that are made and to be executed solely in the State of Georgia. [The remainder of this page is intentionally left blank.]

5 THIS LETTER IS INTENDED ONLY TO EXPRESS THE INTEREST OF THE PARTIES TO PURCHASE AND SELL THE PROPERTY. EXCEPT AS HEREINAFTER SET FORTH, NEITHER BUYER NOR SELLER SHALL BE LEGALLY OBLIGATED TO PURCHASE OR SELL THE PROPERTY UNLESS AND UNTIL THE CONTRACT IS EXECUTED BY THE PARTIES. THE PARTIES ACKNOWLEDGE THAT THIS NON-BINDING LETTER OF INTEREST DOES NOT ADDRESS ALL ESSENTIAL TERMS OF THE CONTRACT AND THAT SUCH ESSENTIAL TERMS WILL BE THE SUBJECT OF FURTHER NEGOTIATION. NOTWITHSTANDING THE FOREGOING, THE FOLLOWING PROVISIONS ARE INTENDED BY THE PARTIES TO BE A LEGALLY BINDING AGREEMENT AND ARE MADE IN CONSIDERATION OF ONE ANOTHER: SELLER ACKNOWLEDGES THAT BUYER HAS INCURRED AND WILL INCUR SUBSTANTIAL EXPENSE IN PERFORMING ITS PRELIMINARY UNDERWRITING AND INVESTIGATIONS CONCERNING THE PROPERTY. IN CONSIDERATION OF THIS ACKNOWLEDGMENT, SELLER HEREBY AGREES NOT TO SOLICIT, ENTERTAIN OR ACCEPT ANY FORMAL OR INFORMAL OFFERS TO PURCHASE THE PROPERTY, OR ANY PART THEREOF, UNTIL THE FIRST TO OCCUR OF (A) MUTUAL WRITTEN REVOCATION OF THIS LETTER BY BOTH BUYER AND SELLER; OR (B) WRITTEN DISAPPROVAL OF THE PURCHASE OF THE PROPERTY BY BUYER DURING THE INSPECTION PERIOD. If the terms of this letter are acceptable to you, please execute in the space below and return it to the undersigned so that we may direct our attorneys to commence preparation of the Contract. If Seller has not executed this letter and delivered a copy to Buyer on or before 5:00 p.m., Eastern Standard Time, Friday, May 26 th, 2017 the terms of this letter shall be automatically revoked. Sincerely, First Industrial, LP By: Corey Richardson Regional Director ACKNOWLEDGED and AGREED as of this day of, OWNER OF RECORD By: Its: