<PAGE>

                             SECOND AMENDED AND RESTATED

                         UNSECURED REVOLVING CREDIT AGREEMENT

                            DATED AS OF NOVEMBER 23, 1998

                                        AMONG

                            CENTERPOINT PROPERTIES TRUST,

                                     AS BORROWER,

                         THE FIRST NATIONAL BANK OF CHICAGO 

                       AS ADMINISTRATIVE AGENT AND LENDER, AND

                              BANK OF AMERICA, N.T.S.A.

                        AS DOCUMENTATION AGENT AND LENDER, AND

                              THE SEVERAL OTHER LENDERS
                           FROM TIME TO TIME PARTIES HERETO

<PAGE>

                                  TABLE OF CONTENTS
<TABLE>
<S>  <C>    <C>                                                                                <C>
ARTICLE I
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   2

ARTICLE II
THE CREDIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
     2.1.   Commitment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
     2.2.   Final Principal Payment and Extension Option . . . . . . . . . . . . . . . . . . .  21
     2.3.   Ratable Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
     2.4.   Applicable Margins . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  22
     2.5.   Facility Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
     2.6.   Other Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
     2.7.   Minimum Amount of Each Advance . . . . . . . . . . . . . . . . . . . . . . . . . .  23
     2.8.   Optional Principal Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
     2.9.   Method of Selecting Types and Interest Periods for New Advances. . . . . . . . . .  23
     2.10.  Conversion and Continuation of Outstanding Advances. . . . . . . . . . . . . . . .  24
     2.11.  Changes in Interest Rate, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . .  25
     2.12.  Rates Applicable After Default . . . . . . . . . . . . . . . . . . . . . . . . . .  25
     2.13.  Swing Line Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  25
     2.14.  Competitive Bid Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  26
     2.15.  Fixed Rate Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
     2.16.  Method of Payment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  31
     2.17.  Notes; Telephonic Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  32
     2.18.  Interest Payment Dates; Interest and Fee Basis . . . . . . . . . . . . . . . . . .  32
     2.19.  Notification of Advances, Interest Rates and Prepayments . . . . . . . . . . . . .  32
     2.20.  Lending Installations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  33
     2.21.  Non-Receipt of Funds by the Administrative Agent . . . . . . . . . . . . . . . . .  33
     2.22.  Withholding Tax Exemption. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  34
     2.23.  Voluntary Reduction of Aggregate Commitment Amount . . . . . . . . . . . . . . . .  34
     2.24.  Increase in Aggregate Commitment Amount. . . . . . . . . . . . . . . . . . . . . .  34
     2.25   Usury. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  35
     2.26   Application of Moneys Received . . . . . . . . . . . . . . . . . . . . . . . . . .  35

ARTICLE III
THE LETTER OF CREDIT SUBFACILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
     3.1.   Obligation to Issue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  36
     3.2.   Types and Amounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
     3.3.   Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  37
     3.4.   Procedure for Issuance of Facility Letters of Credit . . . . . . . . . . . . . . .  38
     3.5.   Reimbursement Obligations; Duties of Issuing Bank. . . . . . . . . . . . . . . . .  39
     3.6.   Participation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  40
     3.7.   Payment of Reimbursement Obligations . . . . . . . . . . . . . . . . . . . . . . .  41
     3.8.   Compensation for Facility Letters of Credit. . . . . . . . . . . . . . . . . . . .  42
     3.9.   Letter of Credit Collateral Account. . . . . . . . . . . . . . . . . . . . . . . .  42

ARTICLE IV
</TABLE>

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<TABLE>
<S>  <C>    <C>                                                                                <C>
CHANGE IN CIRCUMSTANCES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
     4.1.   Yield Protection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  43
     4.2.   Changes in Capital Adequacy Regulations. . . . . . . . . . . . . . . . . . . . . .  43
     4.3.   Availability of LIBOR Advances . . . . . . . . . . . . . . . . . . . . . . . . . .  44
     4.4.   Funding Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  44
     4.5.   Lender Statements; Survival of Indemnity . . . . . . . . . . . . . . . . . . . . .  44
     4.6.   Limitation on Borrower's Liability . . . . . . . . . . . . . . . . . . . . . . . .  45

ARTICLE V
CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
     5.1.   Initial Advance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  45
     5.2.   Conditions to Each Advance, Issuance of Facility Letter of Credit and
            Continuation/Conversion. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  47

ARTICLE VI
REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
     6.1.   Existence.   . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
     6.2.   Authorization and Validity . . . . . . . . . . . . . . . . . . . . . . . . . . . .  48
     6.3.   No Conflict; Government Consent. . . . . . . . . . . . . . . . . . . . . . . . . .  49
     6.4.   Financial Statements; Material Adverse Change. . . . . . . . . . . . . . . . . . .  49
     6.5.   Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  49
     6.6.   Litigation and Contingent Obligations. . . . . . . . . . . . . . . . . . . . . . .  49
     6.7.   Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
     6.8.   ERISA. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  50
     6.9.   Accuracy of Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
     6.10.  Regulation U . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
     6.11.  Material Agreements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
     6.12.  Compliance With Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
     6.13.  Ownership of Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  51
     6.14.  Investment Company Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
     6.15.  Public Utility Holding Company Act . . . . . . . . . . . . . . . . . . . . . . . .  52
     6.16.  Solvency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
     6.17.  Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  52
     6.18.  NYSE and REIT Status . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
     6.19.  Environmental Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  53
     6.20.  Licenses, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
     6.21.  Judgments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
     6.22.  Property Manager . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
     6.23.  Updated Schedules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  54
     6.24.  Unencumbered Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  55
     6.25.  Year 2000. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57
</TABLE>


                                      -ii-
<PAGE>
<TABLE>
<S>  <C>    <C>                                                                                <C>
ARTICLE VII
COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57
     7.1.   Financial Reporting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  57
     7.2.   Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
     7.3.   Notice of Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
     7.4.   Conduct of Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  60
     7.5.   Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
     7.6.   Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
     7.7.   Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
     7.8.   Maintenance of Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
     7.9.   Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  62
     7.10.  Maintenance of Status. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
     7.11.  Dividends. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
     7.12.  Merger; Sale of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  63
     7.13.  Transfers of Unencumbered Assets . . . . . . . . . . . . . . . . . . . . . . . . .  64
     7.14.  Ownership and Control of Borrower. . . . . . . . . . . . . . . . . . . . . . . . .  64
     7.15.  Subsidiaries and Qualifying Investment Affiliates. . . . . . . . . . . . . . . . .  64
     7.16.  Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  64
     7.17.  Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
     7.18.  Interest Rate Hedging. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  65
     7.19.  Variable Interest Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . .  66
     7.20.  Consolidated Net Worth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  66
     7.21.  Indebtedness and Cash Flow Covenants . . . . . . . . . . . . . . . . . . . . . . .  66
     7.22.  Environmental Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  67
     7.23.  Notification of Rating Change. . . . . . . . . . . . . . . . . . . . . . . . . . .  68
     7.24.  Maximum Revenue from Single Tenant . . . . . . . . . . . . . . . . . . . . . . . .  68
     7.25.  Negative Pledge. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  68
     7.26.  Manager. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  68
     7.27.  Acceleration Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  68
     7.28.  Lien Searches; Title Searches. . . . . . . . . . . . . . . . . . . . . . . . . . .  69
     7.29.  Additional Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69
     7.30.  Calculation of Financial Covenants Upon Property Breaches. . . . . . . . . . . . .  69

ARTICLE VIII
DEFAULTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  69

ARTICLE IX
ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES . . . . . . . . . . . . . . . . . . . . . . . .  72
     9.1.   Acceleration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  72
     9.2.   Amendments, Waivers, Decisions.  . . . . . . . . . . . . . . . . . . . . . . . . .  73
     9.3.   Preservation of Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  74

ARTICLE X
GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  74
     10.1.  Survival of Representations. . . . . . . . . . . . . . . . . . . . . . . . . . . .  74
     10.2.  Governmental Regulation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  75
     10.3.  Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  75
</TABLE>


                                     -iii-
<PAGE>

<TABLE>
<S>  <C>    <C>                                                                                <C>
     10.4.  Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  75
     10.5.  Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  75
     10.6.  Several Obligations; Benefits of this Agreement. . . . . . . . . . . . . . . . . .  75
     10.7.  Expenses; Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  75
     10.8.  Numbers of Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  76
     10.9.  Accounting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  76
     10.10. Severability of Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . .  76
     10.11. Nonliability of Lenders, Arrangers, Administrative Agent and
            Documentation Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  76
     10.12. Publicity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  76
     10.13. Brokers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  76
     10.14. Confidentiality. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  77
     10.15. CHOICE OF LAW. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  77
     10.16. CONSENT TO JURISDICTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  78
     10.17. WAIVER OF JURY TRIAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  78

ARTICLE XI
THE ADMINISTRATIVE AGENT AND AGREEMENTS AMONG LENDERS. . . . . . . . . . . . . . . . . . . . .  78
     11.1.  Appointment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  78
     11.2.  Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  78
     11.3.  General Immunity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  79
     11.4.  No Responsibility for Loans, Recitals, etc.. . . . . . . . . . . . . . . . . . . .  79
     11.5.  Action on Instructions of Lenders. . . . . . . . . . . . . . . . . . . . . . . . .  79
     11.6.  Employment of Administrative Agents and Counsel. . . . . . . . . . . . . . . . . .  79
     11.7.  Reliance on Documents; Counsel . . . . . . . . . . . . . . . . . . . . . . . . . .  80
     11.8.  Administrative Agent's Reimbursement and Indemnification . . . . . . . . . . . . .  80
     11.9.  Rights as a Lender . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  80
     11.10. Lender Credit Decision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  81
     11.11. Successor Administrative Agent . . . . . . . . . . . . . . . . . . . . . . . . . .  81
     11.12. Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  82
     11.13. Requests for Approval. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  82
     11.14. Copies of Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  82
     11.15. Defaulting Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  82

ARTICLE XII
RATABLE PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  83
     12.1.  Intentionally Deleted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  83
     12.2.  Ratable Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  83

ARTICLE XIII
BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS. . . . . . . . . . . . . . . . . . . . . . .  84
     13.1.  Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  84
     13.2.  Participations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  84
            13.2.1.  Permitted Participants; Effect. . . . . . . . . . . . . . . . . . . . . .  84
            13.2.2.  Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  84
     13.3.  Assignments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  85
            13.3.1.  Permitted Assignments . . . . . . . . . . . . . . . . . . . . . . . . . .  85
</TABLE>


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<PAGE>

<TABLE>
<S>  <C>    <C>                                                                                <C>
            13.3.2.  Effect; Effective Date. . . . . . . . . . . . . . . . . . . . . . . . . .  85
     13.4.  Designation of Lender to Make Competitive Loans. . . . . . . . . . . . . . . . . .  86
     13.5.  Dissemination of Information . . . . . . . . . . . . . . . . . . . . . . . . . . .  87
     13.6.  Tax Treatment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  87
     13.7.  Possession of Loan Documents and Register. . . . . . . . . . . . . . . . . . . . .  87

ARTICLE XIV
NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  87
     14.1.  Giving Notice. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  87
     14.2.  Change of Address. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  88
     14.3.  Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  88

ARTICLE XV
COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  88
</TABLE>


<TABLE>
<CAPTION>
                                                                                               PAGE
<S>            <C>                                                                             <C>
Exhibits:

Exhibit A      Pricing Grid
Exhibit B-1    Form of Note
Exhibit B-2    Competitive Bid Notes
Exhibit C-1    Competitive Bid Quote Request
Exhibit C-2    Invitation to Submit Competitive Bids
Exhibit C-3    Competitive Bid Quote
Exhibit D      Form of Opinion
Exhibit E      Form of Compliance Certificate
Exhibit F      Form of Assignment Agreement
Exhibit G      Form of Loan/Credit Related Money Transfer Instruction
Exhibit H      Minimum Specifications for Environmental Investigations
Exhibit I      Form of Designation Agreement
Exhibit J      Form of Amendment Regarding Increase


Schedules:

Schedule 1     Subsidiaries and Other Investments
Schedule 2     Unencumbered Assets
Schedule 3     Indebtedness and Liens
Schedule 4     Plans and Multiemployer Plans
Schedule 5     Environmental Disclosures
Schedule 6     Noncompliance with Laws
Schedule 7     Litigation and Investigations
Schedule 8     Contingent Obligations
Schedule 9     Indebtedness Defaults
</TABLE>


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<PAGE>

                          SECOND AMENDED AND RESTATED
                      UNSECURED REVOLVING CREDIT AGREEMENT

     This Second Amended and Restated Unsecured Revolving Credit Agreement 
("AGREEMENT"), dated as of November 23, 1998, is among CENTERPOINT PROPERTIES 
TRUST, a Maryland real estate investment trust (the "BORROWER"), the several 
banks, financial institutions and other entities from time to time parties to 
this Agreement (collectively, the "LENDERS"), THE FIRST NATIONAL BANK OF 
CHICAGO, not individually, but as "ADMINISTRATIVE AGENT", and BANK OF AMERICA 
NATIONAL TRUST AND SAVINGS ASSOCIATION ("BOA"), not individually, but as 
Documentation Agent.

                                    RECITALS

     A.   The Borrower is primarily engaged in the business of purchasing, 
developing, owning, operating, leasing, managing, financing and selling 
warehouse/industrial properties.  It also currently owns three retail 
properties having approximately 61,183 square feet of gross leasable area, 
the headquarters building in Skokie, Illinois leased to Ha-Lo, a parking lot 
located in the Naperville Business Park and one 682-unit apartment complex 
located at 440 North Lake Street, Miller, Indiana (collectively, the 
"NON-INDUSTRIAL PROPERTIES").

     B.   The Borrower's common shares of beneficial interest are listed on 
the New York Stock Exchange, and the Borrower is qualified as a real estate 
investment trust.

     C.   The Borrower, the Administrative Agent, and certain of the Lenders 
entered into an Unsecured Revolving Credit Agreement dated as of October 23, 
1996, as previously amended (the "ORIGINAL CREDIT AGREEMENT") pursuant to 
which the Lenders that are parties thereto agreed to make loans to the 
Borrower in the maximum aggregate amount of $135,000,000 (the "ORIGINAL 
FACILITY").

     D.   The Original Credit Agreement was amended and restated in an 
Amended and Restated Unsecured Revolving Credit Agreement dated as of 
November 13, 1997, as previously amended (the "PRIOR CREDIT AGREEMENT") 
pursuant to which the Lenders that are parties thereto agreed to make loans 
to the Borrower in the maximum aggregate amount of $150,000,000 (the "PRIOR 
FACILITY").

     E.   The Borrower has requested that the Lenders increase the amount of 
loans that are available to the Borrower to the aggregate amount of 
$250,000,000 pursuant to the terms of this Agreement (the "Facility"), and 
that the Administrative Agent act as administrative agent for the Lenders and 
that the Documentation Agent act as documentation agent for the Lenders and 
that certain other changes be made to the Prior Facility.  The Administrative 
Agent, the Documentation Agent and the Lenders have agreed to do so.

     F.   First Chicago Capital Markets has arranged the Facility between the 
Lenders and Borrower and coordinated the closing of the Facility.

<PAGE>

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


                                   ARTICLE I

                                  DEFINITIONS


     As used in this Agreement:

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

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

     "ADMINISTRATIVE AGENT" means The First National Bank of Chicago in its 
capacity as agent for the Lenders pursuant to ARTICLE X, and not in its 
individual capacity as a Lender, and any successor Administrative Agent 
appointed pursuant to ARTICLE XI.

     "ADMINISTRATIVE AGENT'S FEE" is defined in SECTION 2.6.

     "ADVANCE" means a borrowing hereunder consisting of the aggregate amount 
of the several Loans made by the Lenders to the Borrower of the same Type 
(including Swing Line Loans) and, in the case of LIBOR Advances, for the same 
Interest Period, including Reimbursement Obligations.

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

     "AGGREGATE COMMITMENT" means the aggregate of the Commitments of all the 
Lenders, which initially shall be $250,000,000, subject to decreases as 
provided in SECTION 2.23 and increases as provided in SECTION 2.24 and which 
shall otherwise only be increased with the consent of all Lenders.


                                      -2-
<PAGE>

     "AGREEMENT" means this Second Amended and Restated Unsecured Revolving 
Credit Agreement, as it may be amended or modified and in effect from time to 
time.

     "ALLOCATED FACILITY AMOUNT" means, at any time, the sum of all then 
outstanding Advances and the then Facility Letter of Credit Obligations.

     "APPLICABLE CAP RATE" means 10.25% for all Non-industrial Properties 
that are not multi-family Properties and 9.50% for all industrial and 
multi-family Properties.

     "APPLICABLE LAWS" is defined in SECTION 6.24(c).

     "APPLICABLE MARGIN" means the applicable margin set forth in the table 
in SECTION 2.4 used in calculating the interest rate applicable to the 
various Types of Advances, which shall vary from time to time in accordance 
with the long term unsecured debt rating of Borrower or the rating of this 
Facility in the manner set forth in SECTION 2.4.

     "ARRANGERS" means Documentation Agent and First Chicago Capital Markets, 
Inc.

     "ARTICLE" means an article of this Agreement unless another document is 
specifically referenced.

     "ASSIGNMENT" as defined in SECTION 13.3.

     "AUTHORIZED OFFICER" means with respect to the Borrower any of the 
President, Executive Vice President, Chief Operating Officer, Chief Financial 
Officer or Treasurer, acting singly.

     "BORROWER" means CenterPoint Properties Trust, and its successors and 
permitted assigns.

     "BORROWING DATE" means a date on which an Advance is made hereunder.

     "BORROWING NOTICE" is defined in SECTION 2.9.

     "BREAK-UP FEE" means the amount due pursuant to SECTION 4.4 in the event 
a LIBOR Advance or Fixed Rate Advance is prepaid.

     "BUSINESS DAY" means (i) with respect to any borrowing, payment or rate 
selection of LIBOR Advances, a day (other than a Saturday or Sunday) on which 
banks generally are open in Chicago, Illinois, and New York, New York for the 
conduct of substantially all of their commercial lending activities and on 
which dealings in United States dollars are carried on in the London 
interbank market and (ii) for all other purposes, a day (other than a 
Saturday or Sunday) on which banks generally are open in Chicago, Illinois 
and New York, New York for the conduct of substantially all of their 


                                      -3-
<PAGE>

commercial lending activities.

     "CAPITAL EXPENDITURE RESERVE AMOUNT" means, for any period, 5CENTS per 
square foot of leasable space in Unencumbered Assets (on an annualized basis).

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

     "CAPITALIZED LEASE" of a Person means any lease of Property imposing 
obligations on such Person, as lessee thereunder, which are required in 
accordance with GAAP to be capitalized on a balance sheet of such Person.

     "CAPITALIZED LEASE OBLIGATIONS" of a Person means the amount of the 
obligations of such Person under Capitalized Leases which would be shown as a 
liability on a balance sheet of such Person prepared in accordance with GAAP.

     "CASH EQUIVALENTS" means, as of any date, (i) securities issued or 
directly and fully guaranteed or insured by the United States Government or 
any agency or instrumentality thereof having maturities of not more than one 
year from such date, (ii) time deposits and certificates of deposit having 
maturities of not more than one year from such date and issued by any 
domestic commercial bank having (A) senior long-term unsecured debt rated at 
least A or the equivalent thereof by S&P or A2 or the equivalent thereof by 
Moody's and (B) capital and surplus in excess of $100,000,000, (iii) 
commercial paper rated at least A-1 or the equivalent thereof by S&P or P-1 
or the equivalent thereof by Moody's and in either case maturing within 120 
days from such date; and (iv) shares of any money market mutual fund rated at 
least AAA or the equivalent thereof by S&P or at least Aaa or the equivalent 
thereof by Moody's. 

     "CBR ADVANCE" means an Advance which bears interest at the CBR Rate.

     "CBR APPLICABLE MARGIN" means, as of any date, the Applicable Margin in 
effect on such date with respect to CBR Advances and CBR Loans, as determined 
in accordance with SECTION 2.4.

     "CBR LOAN" means a Loan which bears interest at the CBR Rate.

     "CBR RATE" means, for any day, a rate per annum equal to (i) the 
Corporate Base Rate for such day plus (ii) CBR Applicable Margin for such 
day, in each case changing when and as the Corporate Base Rate changes.

     "CDP" means CenterPoint Development Corporation.

     "CLOSING DATE" means the date of this Agreement.


                                      -4-
<PAGE>

     "CODE" means the Internal Revenue Code of 1986, as amended, reformed or 
otherwise modified from time to time.

     "COMMITMENT" means, for each Lender, the obligation of such Lender to 
make Loans not exceeding the amount set forth opposite its signature below or 
as set forth in any Notice of Assignment relating to any assignment that has 
become effective pursuant to SECTION 13.3.2, as such amount may be modified 
from time to time pursuant to the terms hereof.

     "COMPETITIVE BID BORROWING NOTICE" is defined in SECTION 2.14(f).

     "COMPETITIVE BID LENDER" means a Lender or Designated Lender which has a 
Competitive Bid Loan outstanding.

     "COMPETITIVE BID LOAN" is a Loan made pursuant to SECTION 2.14 hereof.

     "COMPETITIVE BID NOTE" means a new or an amended and restated promissory 
note payable to the order of the applicable Lender in the form attached 
hereto as EXHIBIT B-2 to be used to evidence any Competitive Bid Loans which 
such Lender elects to make (collectively, the "Competitive Bid Notes").

     "COMPETITIVE BID QUOTE" means a response submitted by a Lender to the 
Administrative Agent or the Borrower, as the case may be with respect to an 
Invitation for Competitive Bid Quotes in the form attached as EXHIBIT C-3.

     "COMPETITIVE BID QUOTE REQUEST" means a written request from Borrower to 
Administrative Agent in the form attached as EXHIBIT C-1.

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

     "CONDEMNATION" is defined in SECTION 8.9.

     "CONSOLIDATED NET WORTH" means, as of any date of determination, an 
amount equal to (a) Market Capitalization as of such date MINUS (b) Total 
Liabilities (other than Excludable Convertible Securities) as of such date.

     "CONSOLIDATED SECURED INDEBTEDNESS" means, as of any date of 
determination, the sum of (a) the aggregate principal amount of all 
Indebtedness of the Borrower and its Subsidiaries outstanding at such date 
which is secured by a Lien on any asset of the Borrower or any Subsidiary, 
including without limitation loans secured by mortgages, stock, or 
partnership interests, (b) the Borrower's pro rata share (based on economic 
interest) of any secured debt of Investment Affiliates, without duplication 
of any Indebtedness included under clause (a), after eliminating intercompany 
items, and (c) 


                                      -5-
<PAGE>

the aggregate principal amount of all unsecured Indebtedness of the 
Subsidiaries of Borrower that have not furnished guaranties of the Facility.

     "CONSOLIDATED SENIOR UNSECURED INDEBTEDNESS" means, as of any date of 
determination, the sum of (a) the aggregate principal amount of all 
Indebtedness of the Borrower and its Subsidiaries outstanding at such date 
(excluding Indebtedness which is contractually subordinated to the 
Indebtedness of the Borrower and its Subsidiaries under the Loan Documents on 
customary terms acceptable to the Administrative Agent) which does not 
constitute Consolidated Secured Indebtedness, and (b) the Borrower's pro rata 
share (based on economic interest) of any unsecured debt of Qualifying 
Investment Affiliates that own assets included in the calculation of Value of 
Unencumbered Assets, without duplication of any Indebtedness included under 
clause (a), after eliminating intercompany items.

     "CONSOLIDATED TOTAL INDEBTEDNESS" means, as of any date of 
determination, all Indebtedness of the Borrower and its Subsidiaries 
outstanding at such date, determined on a consolidated basis in accordance 
with GAAP, after eliminating intercompany items.

     "CONSOLIDATED UNSECURED INDEBTEDNESS" means, as of any date of 
determination, the sum of the aggregate principal amount of all Indebtedness 
for borrowed money of the Borrower and its Subsidiaries outstanding at such 
date which does not constitute Consolidated Secured Indebtedness, after 
eliminating intercompany items.
 
     "CONTROLLED GROUP" means all members of a controlled group of 
corporations and all trades or businesses (whether or not incorporated) under 
common control which, together with the Borrower or any of its Subsidiaries 
or Qualifying Investment Affiliates, are treated as a single employer under 
Section 414 of the Code.

     "CONVERSION/CONTINUATION NOTICE" is defined in SECTION 2.10.

     "CORPORATE BASE RATE" means a rate per annum equal to the corporate base 
rate of interest announced by First Chicago from time to time, changing when 
and as such corporate base rate changes.

     "CRS" means CenterPoint Realty Services Corporation.


                                      -6-
<PAGE>

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

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

     "DEBT-TYPE PREFERRED STOCK EXPENSE" for any period for any Person, the
aggregate dividend payments due to the holders of Debt-Type Preferred Stock of
such Person, whether payable in cash or in kind, and whether or not actually
paid during such period.

     "DEFAULT" means an event of default described in ARTICLE VIII.

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

     "DESIGNATED LENDER" means any Person who has been designated by a Lender 
to fund Competitive Bid Loans.

     "DESIGNATING LENDER" is defined in SECTION 13.4.

     "DESIGNATION AGREEMENT" means a designation agreement entered into by a 
Lender (other than a Designated Lender) and a Designated Lender, and accepted 
by the Administrative Agent and Borrower, in substantially the form of 
Exhibit I hereto.

     "DOCUMENTATION AGENT" means Lehman Brothers Holdings Inc.

     "DUFF & PHELPS" means Duff & Phelps Credit Rating Company.


                                      -7-
<PAGE>

     "EBITDA" means income before extraordinary items (but after the impact 
of minority interests and reduced to eliminate any income from Investment 
Affiliates), as reported by the Borrower and its Subsidiaries on a 
consolidated basis in accordance with GAAP, plus Interest Expense, 
depreciation, amortization and income tax (if any) expense plus a percentage 
of such income (adjusted as described above) of any Investment Affiliate 
equal to the allocable economic interest in such Investment Affiliate held by 
the Borrower and any Subsidiaries, in the aggregate (provided that no item of 
income or expense shall be included more than once in such calculation even 
if it falls within more than one of the foregoing categories).

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

     "ERISA" means the Employee Retirement Income Security Act of 1974, as 
amended from time to time, and any rule or regulation issued thereunder.

     "EXCLUDABLE CONVERTIBLE SECURITIES" means convertible subordinated debt 
instruments which can be converted by the holder into common shares of the 
Borrower at a price which is less than the market price for such shares as of 
the end of the applicable quarter or which were converted during such quarter.

     "FACILITY" is defined in RECITAL E.

     "FACILITY FEE" is defined in SECTION 2.5.

     "FACILITY LETTER OF CREDIT" means a Letter of Credit issued hereunder.

     "FACILITY LETTER OF CREDIT OBLIGATIONS" means, as at the time of 
determination thereof, all liabilities, whether actual or contingent, without 
duplication, of the Borrower with respect to Facility Letters of Credit, 
including the aggregate undrawn face amount of the then outstanding Facility 
Letters of Credit, but not including Reimbursement Obligations.

     "FACILITY TERMINATION DATE" means October 24, 2001, subject to extension 
pursuant to the terms and conditions of SECTION 2.2 hereof or such earlier 
date on which the principal balance of the Facility and all other sums due in 
connection with the Facility shall be due as a result of the acceleration of 
the Facility.

     "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, an interest rate per 
annum 


                                      -8-
<PAGE>

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

     "FINANCEABLE GROUND LEASE" means, a ground lease satisfactory to the 
Required Lenders and the Administrative Agent's counsel in their reasonable 
discretion, which must provide protections for a potential leasehold 
mortgagee ("MORTGAGEE") which include, among other things (i) a remaining 
term  of no less than 25 years from the Closing Date, (ii) that the lease 
will not be terminated until the Mortgagee has received notice of a default 
and has had a reasonable opportunity to cure or complete foreclosure, and 
fails to do so, (iii) a new lease on the same terms to the Mortgagee as 
tenant if the ground lease is terminated for any reason, (iv) non-merger of 
the fee and leasehold estates, (v) free transferability of the tenant's 
interest under the ground lease and (vi) that insurance proceeds and 
condemnation awards (from the fee interest as well as the leasehold interest) 
will be applied pursuant to the terms of a leasehold mortgage.

     "FIRST CHICAGO" means The First National Bank of Chicago in its 
individual capacity, and its successors.

     "FITCH" means Fitch Investors Service, L.P.

     "FIXED RATE" as defined in SECTION 2.15.

     "FIXED RATE ADVANCE" means an Advance which bears interest at a Fixed 
Rate.

     "FULLY DILUTED DEBT SERVICE" means Debt Service less the amount of Debt 
Service attributable to instruments which as of the end of the applicable 
quarter are Excludable Convertible Securities.

     "FUNDED PERCENTAGE" means, with respect to any Lender at any time, a 
percentage equal to a fraction the numerator of which is the amount actually 
disbursed and outstanding to Borrower by such Lender at such time (including 
Swing Line Loans and Competitive Bid Loans), and the denominator of which is 
the total amount disbursed and outstanding to Borrower by all of the Lenders 
at such time (including Swing Line Loans and Competitive Bid Loans).

     "FUNDS FROM OPERATIONS" means, for any period, net income for such 
period before depreciation and amortization, gains or losses from 
extraordinary items (but including gains or losses on sales of real estate in 
the ordinary course of business, E.G. build to suits), gains or losses on 
investments in marketable securities and any 


                                      -9-
<PAGE>

provisions/benefits for income taxes for such period, and after adjustments 
for Investment Affiliates, including joint ventures.

     "GAAP" means generally accepted accounting principles in the United 
States of America as in effect from time to time, applied in a manner 
consistent with that used in preparing the financial statements referred to 
in SECTION 7.1.

     "GOVERNMENTAL AUTHORITY" means any nation or government, any state or 
other political subdivision thereof and any quasi-governmental agency 
exercising executive, legislative, judicial, regulatory or administrative 
functions of or pertaining to government.

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

     "INDEBTEDNESS" of any Person at any date means without duplication, (a) 
all indebtedness of such Person for borrowed money, (b) all obligations of 
such Person for the deferred purchase price of property or services (other 
than current trade liabilities and other accounts payable and accrued 
expenses incurred in the ordinary course of business and payable in 
accordance with customary practices), to the extent such obligations 
constitute indebtedness for the purposes of GAAP, (c) any other indebtedness 
of such Person which is evidenced by a note, bond, debenture or similar 
instrument, (d) all Capitalized Lease Obligations, (e) all obligations of 
such Person in 


                                     -10
<PAGE>

respect of acceptances issued or created for the account of such Person, (f) 
all Guarantee Obligations of such Person (excluding in any calculation of 
consolidated indebtedness of the Borrower, Guarantee Obligations of the 
Borrower in respect of primary obligations of any Subsidiary), (g) all 
reimbursement obligations of such Person for Letters of Credit and other 
contingent liabilities, (h) all liabilities secured by any Lien (other than 
Liens for taxes not yet due and payable) on any property owned by such Person 
even though such Person has not assumed or otherwise become liable for the 
payment thereof, (i) any repurchase obligation or liability of such Person or 
any of its Subsidiaries with respect to accounts or notes receivable sold by 
such Person or any of its Subsidiaries, (j) Debt-Type Preferred Stock, (k) 
such Person's pro rata share of debt in Investment Affiliates and (l) 100% of 
any loans where such Person is liable as a general partner, provided, 
however, that Indebtedness shall not include Excludable Convertible 
Securities or ground lease payments (other than Capitalized Lease 
Obligations).

     "INTEREST EXPENSE" means all interest expense of the Borrower and its 
Subsidiaries determined in accordance with GAAP PLUS (i) capitalized interest 
not covered by an interest reserve from a loan facility, PLUS (ii) the 
allocable portion (based on liability) of any accrued or paid interest 
incurred on any obligation for which the Borrower is wholly or partially 
liable under repayment, interest carry, or performance guarantees, or other 
relevant liabilities, PLUS (iii) the allocable percentage of any accrued or 
paid interest incurred on any Indebtedness of any Investment Affiliate, 
whether recourse or non-recourse, equal to the applicable economic interest 
in such Investment Affiliate held by the Borrower and any Subsidiaries, in 
the aggregate, PLUS (iv) Debt-Type Preferred Stock Expense, provided that no 
expense shall be included more than once in such calculation even if it falls 
within more than one of the foregoing categories.

     "INTEREST PERIOD" means an Absolute Rate Interest Period or a LIBOR 
Interest Period.

     "INVESTMENT" of a Person means any loan, advance (other than commission, 
travel and similar advances to officers and employees made in the ordinary 
course of business and other than advances to, or deposits with, contractors 
and suppliers in the ordinary course of business), extension of credit (other 
than accounts receivable arising in the ordinary course of business on terms 
customary in the trade), deposit account or contribution of capital by such 
Person to any other Person or any investment in, or purchase or other 
acquisition of, the stock, partnership interests, notes, debentures or other 
securities of any other Person made by such Person.

     "INVESTMENT AFFILIATE" means any Person in which the Borrower, directly 
or indirectly, has an ownership interest, whose financial results are not 
consolidated under GAAP with the financial results of the Borrower on the 
consolidated financial statements of the Borrower.

     "INVITATION FOR COMPETITIVE BID QUOTES" means a written notice to the 
Lenders from the Administrative Agent in the form attached as EXHIBIT C-2 for 
Competitive Bid Loans made pursuant to SECTION 2.14.


                                     -11
<PAGE>

     "ISSUANCE DATE" as defined in SECTION 3.4(a)(2).

     "ISSUANCE NOTICE" as defined in SECTION 3.4(c).

     "ISSUING BANK" means, with respect to each Facility Letter of Credit, 
any Lender which issues such Facility Letter of Credit.

     "LENDERS" means the lending institutions listed on the signature pages 
of this Agreement, their respective permitted successors and assigns and any 
other lending institutions that subsequently become parties to this Agreement.

     "LENDING INSTALLATION" means, with respect to a Lender, any office, 
branch, subsidiary or affiliate of such Lender.

     "LETTER OF CREDIT" of a Person means a letter of credit which is issued 
upon the application of such Person or upon which such Person is an account 
party or for which such Person is in any way liable.

     "LETTER OF CREDIT COLLATERAL ACCOUNT" is defined in SECTION 3.9.

     "LETTER OF CREDIT REQUEST" as defined in SECTION 3.4(a).

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

     "LIBOR APPLICABLE MARGIN" means, as of any date with respect to any 
LIBOR Advance, the Applicable Margin in effect for such LIBOR Advance as 
determined in accordance with SECTION 2.4 hereof.

     "LIBOR BASE RATE" means, with respect to a LIBOR Advance for the 
relevant LIBOR Interest Period, the rate determined by the Administrative 
Agent to be the rate at which deposits in U.S. dollars are offered by First 
Chicago (or if First Chicago is no longer either Administrative Agent or a 
Lender, then another Lender agreed upon by Borrower and the Required Lenders) 
to first-class banks in the London interbank market at approximately 11 a.m. 
(London time) two Business Days prior to the first day of such LIBOR Interest 
Period, in the approximate amount of the relevant LIBOR Advance and having a 
maturity approximately equal to such LIBOR Interest Period.  The LIBOR Base 
Rate shall be rounded to the next higher multiple of 1/16 of 1% if the rate 
is not such a multiple.  

     "LIBOR INTEREST PERIOD" means, with respect to a LIBOR Advance, a period 
of one, two, three or six months commencing on a Business Day selected by the 
Borrower pursuant to this Agreement.  Such LIBOR Interest Period with respect 
to a LIBOR Advance shall end on (but exclude) the day which corresponds 
numerically to such 


                                     -12
<PAGE>

date one, two, three or six months thereafter, provided, however, that if 
there is no such numerically corresponding day in such next, second, third or 
sixth succeeding month, such LIBOR Interest Period shall end on the last 
Business Day of such next, second, third or sixth succeeding month.  If a 
LIBOR Interest Period would otherwise end on a day which is not a Business 
Day, such LIBOR Interest Period shall end on the next succeeding Business 
Day, provided, however, that if said next succeeding Business Day falls in a 
new calendar month, such LIBOR Interest Period shall end on the immediately 
preceding Business Day.  If Borrower and Lenders agree on a Fixed Rate 
Advance then reference herein to LIBOR Interest Period shall also include the 
applicable interest period agreed upon among Borrower and Lenders for the 
Fixed Rate Advance.

     "LIBOR LOAN" means a Loan which bears interest at a LIBOR Rate.

     "LIBOR RATE" means, with respect to a LIBOR Advance for the relevant 
LIBOR Interest Period, the sum of (i) the quotient of (a) the LIBOR Base Rate 
applicable to such LIBOR Interest Period, divided by (b) one minus the 
Reserve Requirement (expressed as a decimal) applicable to such LIBOR 
Interest Period, plus (ii) the LIBOR Applicable Margin in effect on the day 
that such LIBOR Base Rate was determined.  

     "LIEN" means any lien (statutory or other), mortgage, pledge, 
hypothecation, assignment, deposit arrangement, encumbrance or preference, 
priority or other security agreement or preferential arrangement of any kind 
or nature whatsoever (including, without limitation, the interest of a vendor 
or lessor under any conditional sale, Capitalized Lease or other title 
retention agreement but excluding the leasehold interest of a lessee in a 
lease that is not a Capitalized Lease).

     "LIKE-KIND EXCHANGE" means any exchange of like-kind properties in 
accordance with Section 1031 of the Code.

     "LOAN" means, with respect to a Lender, such Lender's portion of any 
Advance.

     "LOAN DOCUMENTS" means this Agreement, the Notes, and any guaranty or 
other document executed and delivered by the Borrower or a Qualifying 
Investment Affiliate from time to time and evidencing, securing or 
guaranteeing payment of indebtedness or obligations incurred by the Borrower 
under this Agreement, as any of the foregoing may be amended or modified from 
time to time.

     "MARKET CAPITALIZATION" means, without duplication, (a) Total Property 
Operating Income (allocated appropriately by category of Property) 
capitalized at the Applicable Cap Rates for each Property type, plus (b) 
other income (other than income derived from Qualified Mortgages and Cash and 
Cash Equivalents) capitalized at 15%, plus (c) the Value of Qualified 
Mortgages, plus (d) 100% of the value of Preleased Assets Under Development 
but in no event shall the value of Preleased Assets Under Development exceed 
$100,000,000, plus (e) the amount of any Unrestricted Cash and Cash 
Equivalents owned by Borrower and its Subsidiaries and the pro rata share of 
Unrestricted Cash and Cash Equivalents owned by Qualifying Investment 
Affiliates, 


                                     -13
<PAGE>

plus (f) 50% of the lower of book value or market value of land not under 
development which is adjacent to stabilized improved properties (whether or 
not such stabilized improved properties are owned by the Borrower or its 
Subsidiaries).  Market Capitalization shall be determined based on the 
results of the most recent fiscal quarter as appropriately annualized in the 
case of items (a) and (b) in the foregoing definition.

     "MATERIAL ADVERSE EFFECT" means a material adverse effect on (i) the 
business, Property, results of operations or financial condition of the 
Borrower and its Subsidiaries taken as a whole or (ii) the ability of the 
Borrower to perform its obligations under the Loan Documents, or (iii) the 
validity or enforceability of any of the Loan Documents or the remedies or 
material rights of the Administrative Agent or the Lenders thereunder.

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

     "MAXIMUM LEGAL RATE" means the maximum nonusurious interest rate, if 
any, that at any time or from time to time may be contracted for, taken, 
reserved, charged or received on the indebtedness evidenced by the Note and 
as provided for herein or in the Note or other Loan Documents, under the laws 
of such state or states whose laws are held by any court of competent 
jurisdiction to govern the interest rate provisions of the Loan.

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

     "MULTIEMPLOYER PLAN" means a Plan to which more than one employer is 
obligated to make contributions, and which is maintained pursuant to one or 
more collective bargaining agreements to which the Borrower or any member of 
the Controlled Group is a party.

     "NON-INDUSTRIAL PROPERTIES" is defined in RECITAL A.

     "NOTE" means a new (in the case of Lenders not parties to the Prior 
Credit Agreement) or an amended and restated (in the case of Lenders parties 
to the Prior Credit Agreement) promissory note, in substantially the form of 
EXHIBIT B-1 hereto, duly executed by the Borrower and payable to the order of 
a Lender in the amount of its Commitment, including any amendment, 
modification, renewal or replacement of such promissory note or a competitive 
bid note, in substantially the form of EXHIBIT B-2 hereto, duly executed by 
the Borrower and payable to the order of a Competitive Bid Lender, including 
any amendment, modification, renewal or replacement of such note.

     "NOTICE OF ASSIGNMENT" is defined in SECTION 13.3.2.


                                     -14-
<PAGE>

     "OBLIGATIONS" means all unpaid principal of and accrued and unpaid 
interest on the Notes, the Facility Letter of Credit Obligations and all 
accrued and unpaid fees and all expenses, reimbursements, indemnities and 
other obligations of the Borrower or if and to the extent applicable, any 
Qualifying Investment Affiliates to the Lenders or to any Lender, the 
Administrative Agent, the Documentation Agent, or any indemnified party 
hereunder arising under the Loan Documents.

     "PARTICIPANTS" is defined in SECTION 13.2.1.

     "PAYMENT DATE" means, with respect to the payment of interest accrued on 
any CBR Advance or any Fixed Rate Advance, the first Business Day of each 
calendar month (and in addition the last day of the applicable interest 
period for a Fixed Rate Advance), and with respect to the payment of interest 
accrued on any LIBOR Advance, the last day of the applicable LIBOR Interest 
Period, and if the length of the LIBOR Interest Period is greater than 3 
months, interest shall also be payable every 3 months during the term of such 
LIBOR Interest Period. 

     "PBGC" means the Pension Benefit Guaranty Corporation, or any successor 
thereto.

     "PERCENTAGE" means for each Lender the percentage of the Aggregate 
Commitment allocated to such Lender as set forth opposite its signature, as 
such Percentage may be changed from time to time.

     "PERMITTED LIENS" are defined in SECTION 7.16.

     "PERSON" means any natural person, corporation, firm, joint venture, 
partnership, association, enterprise, trust or other entity or organization, 
or any government or political subdivision or any agency, department or 
instrumentality thereof.

     "PLAN" means an employee pension benefit plan which is covered by Title 
IV of ERISA or subject to the minimum funding standards under Section 412 of 
the Code as to which the Borrower or any member of the Controlled Group may 
have any liability.

     "PRELEASED ASSETS UNDER DEVELOPMENT" means, as of any date of 
determination, any Project owned by Borrower or a Qualifying Investment 
Affiliate (i) which is then treated as an asset under development under GAAP, 
(ii) which is located in the United States of America (iii) which has been 
preleased under binding leases to unaffiliated tenants to the extent of at 
least seventy-five percent (75%) of the projected gross leasable area of such 
Project and (iv) which has been designated by Borrower in a written notice to 
Administrative Agent as a "Preleased Asset Under Development" for purposes of 
this Agreement, with the land and improvements being valued at then-current 
book value, as determined in accordance with GAAP, provided however, (a) in 
no event shall any Project be included in such category of "Preleased Assets 
Under Development" for more than two hundred seventy (270) days after 
construction of such asset commenced and (b) upon written designation to 
Administrative Agent delivered during such 270-day


                                     -15-
<PAGE>

period, any Project which has previously been designated as a "Preleased 
Asset Under Development", shall be removed from such category.  Upon the 
earlier to occur of (x) the expiration of any above-described 270-day period 
or (y) Administrative Agent's receipt of Borrower's written designation in 
accordance with (b) above, any Project which has been designated a "Preleased 
Asset Under Development" shall automatically lose such designation (effective 
as of the next determination date) for the purpose of determining Market 
Capitalization.

     "PROJECT" means any Property owned or operated by the Borrower or any 
Subsidiary or Investment Affiliate and operated or intended to be operated as 
an industrial or warehouse property.

     "PROPERTY" means each parcel of real property owned (including leasehold 
interests) or operated by the Borrower, any Subsidiary or Investment 
Affiliate.

     "PROPERTY BREACH" is defined in SECTION 7.30.

     "PROPERTY OPERATING INCOME" means, with respect to any Property owned by 
Borrower, any Subsidiary or any Investment Affiliate, for any period, 
earnings from rental operations (excluding straight lined rents) after 
deduction for ground lease rents (computed in accordance with GAAP but 
without deduction for reserves) attributable to such Property plus 
depreciation, amortization and interest expense for such period, and, if such 
period is less than a year, adjusted by straight lining various ordinary 
operating expenses which are payable less frequently than once during every 
such period (e.g. real estate taxes and insurance).

     "PURCHASER" is defined in SECTION 13.3.1.

     "QUALIFIED LENDER" is defined in SECTION 13.3.1.

     "QUALIFYING INVESTMENT AFFILIATE" means (a) any Subsidiary or Investment 
Affiliate with respect to which (i) the Borrower or one of its Wholly-Owned 
Subsidiaries has management control of the Subsidiary or Investment Affiliate 
and each of its assets and (ii) the Borrower or such Wholly-Owned Subsidiary, 
as the case may be, is not subject to restrictions contained in the 
organizational documents of any of such entities (or any such restrictions 
have expired) on its ability to sell or finance the real property owned by 
such Subsidiary or Investment Affiliate or its interest in the Subsidiary or 
Investment Affiliate, and (b) CRS, (c) CenterPoint Equipment Capital 
Corporation, an Illinois corporation, (d) CDC, (e) CenterPoint Resources 
Corporation, an Illinois corporation, (f) CenterPoint Realty Management 
Corporation, (g) CP Realty Management Co. I, and (h) CenterPoint O'Hare 
Limited Liability Company provided that the entities described in clauses (b) 
through (e) inclusive do not materially change the nature of their current 
business or operations and Borrower retains a direct or indirect 95% or more 
ownership interest in such entities.  In no event shall a Subsidiary or 
Investment Affiliate be a Qualifying Investment Affiliate if it has 
Indebtedness which is recourse to the Subsidiary or Investment Affiliate 
other than Indebtedness to the 


                                     -16-
<PAGE>

Borrower.

     "QUALIFIED MORTGAGE" means a first or second mortgage held by Borrower 
on any real estate asset operated or intended to be operated as an industrial 
property.

     "REGISTER" is defined in SECTION 13.7.

     "REGULATION U" means Regulation U of the Board of Governors of the 
Federal Reserve System as from time to time in effect and any successor or 
other regulation or official interpretation of said Board of Governors 
relating to the extension of credit by banks for the purpose of purchasing or 
carrying margin stocks applicable to member banks of the Federal Reserve 
System.

     "REIMBURSEMENT OBLIGATIONS" means at any time, the aggregate of the 
Obligations of the Borrower to the Lenders, the Issuing Bank and the 
Administrative Agent in respect of all unreimbursed payments or disbursements 
made by the Lenders, the Issuing Bank and the Administrative Agent under or 
in respect of the Facility Letters of Credit.

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

     "REQUIRED LENDERS" means Lenders in the aggregate having at least 66 
2/3% of the Aggregate Commitment (not held by Defaulting Lenders who are not 
entitled to vote) or, if the Aggregate Commitment has been terminated, 
Lenders in the aggregate holding at least 66 2/3% of the aggregate unpaid 
principal amount of the outstanding Advances (not held by Defaulting Lenders 
who are not entitled to vote).

     "RESERVE REQUIREMENT" means, with respect to a LIBOR Loan and LIBOR 
Interest Period, that percentage (expressed as a decimal) which is in effect 
on such day, as prescribed by the Federal Reserve Board or other governmental 
authority or agency having jurisdiction with respect thereto for determining 
the maximum reserves (including, without limitation, basic, supplemental, 
marginal and emergency reserves) for eurocurrency funding (currently referred 
to as "Eurocurrency Liabilities" in Regulation D) maintained by a member bank 
of the Federal Reserve System.

     "SECTION" means a numbered section of this Agreement, unless another 
document is specifically referenced.

     "SENIOR LOANS" as defined in SECTION 11.15.


                                     -17-
<PAGE>

     "SINGLE EMPLOYER PLAN" means a Plan maintained by the Borrower or any 
member of the Controlled Group for employees of the Borrower or any member of 
the Controlled Group.

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

     "SUBSTANTIAL PORTION" means, with respect to the Property of the 
Borrower or its Subsidiaries, Property which represents more than 10% of the 
Market Capitalization.

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

     "SWING LINE LENDER" shall mean the Lender agreed upon by Borrower and 
the designated Swing Line Lender to provide Swing Line Loans. The initial 
Swing Line Lender is the Administrative Agent, in its capacity as a Lender.

     "SWING LINE LOANS" means Loans of up to $10,000,000 made by the Swing 
Line Lender in accordance with SECTION 2.13 hereof.

     "TOTAL LIABILITIES" means all Indebtedness plus all other GAAP 
liabilities of the Borrower and its Subsidiaries.

     "TOTAL PROPERTY OPERATING INCOME" means the sum of (i) Property 
Operating Income for each Property owned (including leaseholds) by Borrower 
and its Subsidiaries, and (ii) (without redundancy) the Borrower's pro rata 
share (based on economic interest) of Property Operating Income from Property 
owned (including leaseholds) by Investment Affiliates.  The earnings from 
rental operations shall be adjusted to include pro forma earnings (as 
substantiated to the reasonable satisfaction of the Administrative Agent) for 
an entire quarter for any Property acquired or placed in service during the 
quarter and to exclude earnings during such quarter from any Property not 
owned as of the end of the quarter.

     "TRANSFEREE" is defined in SECTION 13.5.

     "TYPE" means, with respect to any Advance, its nature as a CBR Advance 
or a LIBOR Advance.

     "UNENCUMBERED ASSET" means, with respect to any Property located in the 


                                     -18-
<PAGE>

United States and wholly owned by Borrower or any Qualifying Investment 
Affiliate (provided that leasehold interests shall be included only if such 
interest is pursuant to a Financeable Ground Lease) which is in service, at 
any date of determination, the circumstance that such asset on such date (a) 
is not subject to any Liens other than those in favor of the Lenders 
pertaining to this Facility or claims (including restrictions on 
transferability or assignability) of any kind (including any such Lien, claim 
or restriction imposed by the organizational documents of any Qualifying 
Investment Affiliate, but excluding the Permitted Liens described in SECTION 
7.16(i)-(v)), (b) is not subject to any agreement (including (i) any 
agreement governing Indebtedness incurred in order to finance or refinance 
the acquisition of such asset, and (ii) if applicable, the organizational 
documents of any Qualifying Investment Affiliate) which prohibits or limits 
the ability of the Borrower, or such Qualifying Investment Affiliate, as the 
case may be, to create, incur, assume or suffer to exist any Lien upon any 
assets or Capital Stock of the Borrower, or any of its Qualifying Investment 
Affiliates, (c) is not subject to any agreement (including any agreement 
governing Indebtedness incurred in order to finance or refinance the 
acquisition of such asset) which entitles any Person to the benefit of any 
Lien (but excluding liens in favor of Lenders and other Permitted Liens) on 
any assets or Capital Stock of the Borrower or any of its Qualifying 
Investment Affiliates or would entitle any Person to the benefit of any Lien 
(but excluding liens in favor of Lenders and the Permitted Liens described in 
SECTION 7.16(i)-(v)) on such assets or Capital Stock upon the occurrence of 
any contingency (including, without limitation, pursuant to an "equal and 
ratable" clause), (d) is not the subject of a material environmental issue 
and, if requested by the Administrative Agent, Borrower shall provide a 
current or updated supplemental environmental investigative report which may 
be an environmental site assessment conducted in accordance with the minimum 
specifications in EXHIBIT H (or one which is not more than two years old for 
Unencumbered Assets owned as of the Closing Date), (e) is not the subject of 
any material architectural/engineering issue and, if requested by the 
Administrative Agent, Borrower shall provide a current engineering report (or 
one that is no more than two years old for Unencumbered Assets owned as of 
the Closing Date), and (f) is materially compliant with property related 
representations and covenants contained in SECTION 6.24 hereof.  No Property 
of a Qualifying Investment Affiliate shall be deemed to be unencumbered 
unless (i) both such Property and all Capital Stock of such Qualifying 
Investment Affiliate held by the Borrower is unencumbered, (ii) none of the 
events described in SECTIONS 8.7, 8.8 or 8.9 has occurred with respect to 
such Qualifying Investment Affiliate (without regard to its Market 
Capitalization or whether its Indebtedness is recourse) and (iii) the 
aggregate Value of Unencumbered Assets attributable to Properties owned by 
Qualifying Investment Affiliates does not exceed 10% of the total Value of 
Unencumbered Assets except that Properties owned by a Qualifying Investment 
Affiliate shall not be counted toward such 10% cap if the Qualifying 
Investment Affiliate has become a co-obligor or guarantor on the Facility 
(with liability limited to the applicable Unencumbered Asset by executing and 
delivering to the Administrative Agent a guaranty in form acceptable to the 
Required Lenders) or if the Borrower's interest in such Qualifying Investment 
Affiliate has been validly pledged for the benefit of the Lenders so, 
pursuant to documents in form and substance reasonably satisfactory to the 
Required Lenders, that the Lenders can succeed 


                                     -19-
<PAGE>

to all of the Borrower's rights with respect to such Qualifying Investment 
Affiliate.

     "UNFUNDED LIABILITIES" means the amount (if any) by which the present 
value of all vested nonforfeitable benefits under all Single Employer Plans 
determined under Section 4001(a)(18)(A) of ERISA exceeds the fair market 
value of all such Plan assets allocable to such benefits determined as of the 
then most recent valuation date for such Plans.

     "UNMATURED DEFAULT" means an event which but for the lapse of time or 
the giving of notice, or both, would constitute a Default, other than the 
occurrence of an event under SECTION 7.14 during the grace period provided 
therein.

     "UNRESTRICTED CASH AND CASH EQUIVALENTS" means, as of any date of 
determination, the sum of (a) the aggregate amount of Unrestricted cash and 
(b) the aggregate amount of Unrestricted Cash Equivalents (valued at the fair 
market value).  As used in this definition, "UNRESTRICTED" means the 
specified asset is not subject to any Liens or claims of any kind in favor of 
any Person.

     "VALUE OF QUALIFIED MORTGAGES" means the sum of the value of each 
Qualified Mortgage which shall be the lesser of (i) the outstanding principal 
balance of such Qualified Mortgage at the time of any determination thereof, 
or (ii) 85% of the value of the collateral encumbered by such Qualified 
Mortgage (less the outstanding balance of the first mortgage if the Qualified 
Mortgage is a second mortgage) determined by capitalizing the operating 
income of such collateral, computed in the same manner as the Property 
Operating Income at 9.5%, provided that the aggregate principal balance of 
all Qualified Mortgages included in this determination shall not exceed 
$50,000,000.

     "VALUE OF UNENCUMBERED ASSETS" means, as of the end of a quarter, the 
sum of (a) the value of all Unencumbered Assets wholly owned by the Borrower, 
PLUS (b) the allocable share based on Borrower's economic interest in the 
value of the Unencumbered Assets owned by Qualifying Investment Affiliates, 
PLUS (c) the amount of Unrestricted Cash and Cash Equivalents owned by 
Borrower, PLUS (d) the allocable share based on Borrower's economic interest 
in the amount of Unrestricted Cash and Cash Equivalents owned by a Qualifying 
Investment Affiliate.  Unencumbered Assets shall be valued by capitalizing at 
a rate equal to the Applicable Cap Rate, the Property Operating Income from 
each Property which is an Unencumbered Asset for such quarter less, without 
duplication, an assumed management fee of 4% of gross revenues (excluding 
tenant recoveries) and the assumed Capital Expenditure Reserve Amount.  If a 
Property is acquired during a quarter then Borrower shall be entitled to 
include pro forma Property Operating Income from such Property for the entire 
quarter in the foregoing calculation.  If a Property is no longer owned as of 
the last day of a quarter, then no value shall be included based on 
capitalizing Property Operating Income from such Property.

     "WHOLLY-OWNED SUBSIDIARY" of a Person means (i) any Subsidiary all of 
the outstanding voting securities of which shall at the time be owned or 
controlled, directly 


                                     -20-
<PAGE>

or indirectly, by such Person or one or more Wholly-Owned Subsidiaries of 
such Person, or (ii) any partnership, association, joint venture or similar 
business organization of which 100% of the ownership interests having 
ordinary voting power and at least 95% of all other classes of ownership 
interest shall at the time be so owned or controlled by such Person.

     "YEAR 2000 ISSUES" means reasonably anticipated costs, problems and 
uncertainties associated with the inability of certain computer applications 
to effectively handle data including dates on and after January 1, 2000, as 
such inability affects the business, operations and financial condition of 
the Borrower and its Subsidiaries and of the Borrower's and its Subsidiaries' 
material customers, suppliers and vendors.

     "YEAR 2000 PROGRAM" is defined in SECTION 6.25.

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


                                      ARTICLE II

                                      THE CREDIT


     2.1.   COMMITMENT.  From and including the date of this Agreement and 
prior to the Facility Termination Date, each Lender severally agrees, subject 
to the terms and conditions set forth in this Agreement, to make Loans to the 
Borrower from time to time in amounts not to exceed in the aggregate at any 
one time outstanding the amount of such Lender's Commitment minus such 
Lender's Percentage of Facility Letter of Credit Obligations and, minus such 
Lender's Percentage of any outstanding Swing Line Loans.  Subject to the 
terms of this Agreement, the Borrower may borrow, repay and reborrow at any 
time prior to the Facility Termination Date.  The Commitments of each Lender 
to lend hereunder shall expire on the Facility Termination Date.

     2.2.   FINAL PRINCIPAL PAYMENT AND EXTENSION OPTION.  Any outstanding 
Advances and all other unpaid Obligations shall be paid in full by the 
Borrower on the Facility Termination Date.  The Facility Termination Date can 
be extended for one year upon notice to the Administrative Agent at least 
ninety (90) days before the original Facility Termination Date if (i) no 
Default has occurred and is continuing at the time of such notice and at the 
time of the original Facility Termination Date, (ii) all of the Lenders agree 
to such extension, and (iii) the Borrower pays an extension fee equal to 
0.15% of the Aggregate Commitment at the time of the extension.  If the 
Borrower gives such notice to the Administrative Agent, the Administrative 
Agent shall notify the Lenders within 10 days of receipt of such request.  
The Lenders shall have 30 days after receipt of such notice to notify 
Administrative Agent as to whether they accept or reject such extension 
request and Administrative Agent shall notify Borrower at least 45 days prior 
to the Facility Termination Date of the acceptance or rejection of the 
Lenders of 


                                     -21-
<PAGE>

Borrower's request to extend the Facility Termination Date.  If the foregoing 
conditions are satisfied other than the condition requiring the consent of 
all Lenders, then Borrower shall have the right to replace any Lender that 
does not agree to the extension provided that: (a) Borrower notifies such 
Lender that it has elected to replace such Lender and notifies such Lender 
and the Administrative Agent of the identity of the proposed replacement 
Lender at least 15 Business Days prior to the Facility Termination Date and 
(b) the proposed replacement Lender is a Qualifying Lender. The Lender being 
replaced shall assign its Percentage of the Aggregate Commitment and its 
rights and obligations under this Facility to the replacement Lender pursuant 
to an Assignment and the replacement Lender shall assume such Percentage of 
the Aggregate Commitment and the related obligations under this Facility 
prior to the Facility Termination Date.  The purchase by the replacement 
Lender shall be at par (plus all accrued and unpaid interest and any other 
sums owed to such Lender being replaced hereunder) which shall be paid to the 
Lender being replaced upon the execution and delivery of the Assignment and 
no fee pursuant to SECTION 13.3.2(ii) shall be required.

     2.3.   RATABLE LOANS.  Each Advance hereunder shall consist of Loans 
made from the several Lenders ratably in proportion to the ratio that their 
respective Commitments bear to the Aggregate Commitment except for Swing Line 
Loans which shall be made by the Swing Line Lender in accordance with SECTION 
2.13 and Competitive Bid Loans made in accordance with SECTION 2.14. The 
ratable Advances may be CBR Advances, LIBOR Advances, Fixed Rate Advances, or 
a combination thereof, selected by the Borrower in accordance with SECTIONS 
2.9 and 2.10.

     2.4.   APPLICABLE MARGINS.  The CBR Applicable Margin and the LIBOR 
Applicable Margin to be used in calculating the interest rate applicable to 
different Types of Advances shall vary from time to time in accordance with 
the ratings from Moody's and S&P for either Borrower's long-term unsecured 
debt or this Facility.  The applicable debt ratings and the Applicable 
Margins are set forth in the table attached as EXHIBIT A.  All margins and 
fees change as and when the rating classification changes.  In the event both 
rating agencies have issued a rating and the rating agencies are split on the 
rating for the Borrower's long-term unsecured debt or this Facility, the 
lower rating shall, except as set forth below, be deemed to be the applicable 
rating (e.g., if the Borrower's Moody's long-term unsecured debt or this 
Facility's rating is Baa1 and its S&P long-term unsecured debt or this 
Facility's rating is BBB then the Applicable Margins shall be computed based 
on the S&P rating).  In the event that Moody's and S&P issue split ratings on 
the Borrower's long term unsecured debt, Borrower may obtain a third rating 
from Duff & Phelps or Fitch and the higher of the Moody's or S&P rating shall 
be deemed applicable until the earlier of (i) 90 days after the date of the 
occurrence of such split ratings or (ii) the date of the issuance of the 
third rating by Duff & Phelps or Fitch.  After 90 days, if a third rating has 
not been issued, the lower of the Moody's or S&P rating shall apply.  In the 
event Moody's and S&P issue different 


                                     -22-
<PAGE>

ratings of the Borrower's long term unsecured debt and the Borrower obtains a 
third rating which is different from the Moody's and S&P ratings, the middle 
rating of the three ratings shall be deemed the applicable rating.  In the 
event Moody's and S&P issue different ratings on the Borrower's long term 
unsecured  debt and the Borrower obtains a third rating which is the 
equivalent of the Moody's or S&P rating, the third rating confirming either 
the Moody's or S&P rating, as the case may be, shall be deemed to be the 
applicable rating.  In the event either Moody's or S&P has not issued a 
rating, the rating from the agency that has issued its rating shall govern.  
The Applicable Margins shall be adjusted effective on the next Business Day 
following any change in the Borrower's (or the Facility's if applicable) 
Moody's long-term unsecured debt rating and/or S&P's long-term unsecured debt 
rating, as the case may be (provided that if Administrative Agent does not 
receive notice of a change in rating within forty-five days after it occurs 
then any reduction in Applicable Margin shall be effective only when such 
notice is received).  In the event of a rating agency downgrade, the Borrower 
will receive a credit for any incremental borrowing cost should the rating 
agency(ies) restore the higher rating within a ninety day period.  In the 
event that either S&P or Moody's shall discontinue their ratings of the REIT 
industry or the Borrower's long-term unsecured debt or this Facility, a 
mutually agreeable substitute rating agency shall be selected by the Required 
Lenders and the Borrower.  If the Required Lenders and the Borrower cannot 
agree on a substitute rating agency within forty-five (45) days of such 
discontinuance, the Applicable Margin to be used for the calculation of 
interest on Advances hereunder shall be Pricing Category 4 (as defined in 
EXHIBIT A). Lenders acknowledge that the rating for Borrower's unsecured long 
term debt may be issued even though Borrower has no outstanding unsecured 
long term debt.

     If a rating agency downgrade or discontinuance results in an increase in 
the CBR Applicable Margin or the LIBOR Applicable Margin and if such increase 
is reversed and the affected Applicable Margin is restored within ninety (90) 
days thereafter, at the Borrower's request, the Borrower shall receive a 
credit against interest next due the Lenders equal to interest accrued from 
time to time during such period of downgrade or discontinuance and actually 
paid by the Borrower on the Advances at the differential between such 
Applicable Margins.

     2.5.   FACILITY FEE.  The Borrower agrees to pay to the Administrative 
Agent for the account of each Lender a facility fee (the "FACILITY FEE") 
calculated at a per annum percentage ("FACILITY FEE RATE") of the total 
Aggregate Commitment.  The Facility Fee Rate shall vary from time to time 
based on the Borrower's long term unsecured debt rating as set forth in the 
table attached hereto as EXHIBIT A.  The Facility Fee shall be paid quarterly 
in arrears on the last day of each calendar quarter, beginning December 31, 
1998 for the period from the date hereof to December 31, 1998.

     2.6.   OTHER FEES.  The Borrower agrees to pay all other fees payable to 
the Administrative Agent and the Arrangers pursuant to the Borrower's prior 
letter agreements with them dated September 26, 1998.

     2.7.   MINIMUM AMOUNT OF EACH ADVANCE.  Each LIBOR Advance shall be in 
the minimum amount of $2,000,000 (and in multiples of $100,000 if in excess 
thereof), and each CBR Advance shall be in the minimum amount of $1,000,000 
(and in multiples of $100,000 if in excess thereof), provided, however, that 
any CBR Advance may be in the 


                                     -23-
<PAGE>

amount of the unused Aggregate Commitment.  Borrower acknowledges that any 
LIBOR Advance not in a multiple of $750,000 or $1,000,000 may result in a 
higher LIBOR Rate.

     2.8.   OPTIONAL PRINCIPAL PAYMENTS.  The Borrower may from time to time 
pay, without penalty or premium, all or any part of outstanding CBR Advances 
or LIBOR Advances, upon two Business Days' prior notice to the Administrative 
Agent and each Lender and each such prepayment shall be in a minimum amount 
of $50,000.00 or in multiples thereof, provided that a LIBOR Advance may not 
be paid prior to the last day of the applicable LIBOR Interest Period unless 
Borrower pays the applicable Break-up Fee.

     2.9.   METHOD OF SELECTING TYPES AND INTEREST PERIODS FOR NEW ADVANCES. 
Unless Borrower and Lenders have agreed upon a Fixed Rate in accordance with 
SECTION 2.15, the Borrower shall select the Type of Advance and, in the case 
of each LIBOR Advance, the LIBOR Interest Period applicable to each Advance 
from time to time.  The Borrower shall give the Administrative Agent 
irrevocable notice (a "BORROWING NOTICE") (i) not later than 10:00 a.m. 
(Chicago time) at least one Business Day before the Borrowing Date of each 
CBR Advance, (ii) not later than 10:00 a.m. (Chicago time) at least three 
Business Days before the Borrowing Date for each LIBOR Advance, and (iii) not 
later than 11:00 a.m. (Chicago time) on the Borrowing Date for each Swing 
Line Loan, specifying:

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

           (ii)    the aggregate amount of such Advance,

          (iii)    the Type of Advance selected (which must be a CBR Advance in
                   the case of Swing Line Loans), and

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

     The Borrower shall also deliver together with each Borrowing Notice the 
compliance certificate required in SECTION 5.2 and otherwise comply with the 
conditions set forth in SECTION 5.2 for Advances.  The Administrative Agent 
shall provide each Lender by facsimile with a copy of each Borrowing Notice 
and compliance certificate on the same Business Day it is received.

     Not later than noon (Chicago time) on each Borrowing Date, each Lender 
shall make available its Loan or Loans, in funds immediately available in 
Chicago to the Administrative Agent at the account specified pursuant to 
ARTICLE XIV.  The Lenders shall not be obligated to match fund their LIBOR 
Advances. The Administrative Agent will promptly make the funds so received 
from the Lenders available to the Borrower from the Administrative Agent's 
aforesaid account.


                                     -24-
<PAGE>

     No LIBOR Interest Period may end after the Facility Termination Date 
and, unless all of the Lenders otherwise agree in writing, in no event may 
there be more than ten (10) different LIBOR Interest Periods for LIBOR 
Advances outstanding at any one time.

     2.10. CONVERSION AND CONTINUATION OF OUTSTANDING ADVANCES.  CBR Advances 
shall continue as CBR Advances unless and until such CBR Advances are 
converted into LIBOR Advances.  Each LIBOR Advance shall continue as a LIBOR 
Advance until the end of the then applicable LIBOR Interest Period therefor, 
at which time such LIBOR Advance shall be automatically converted into a CBR 
Advance unless the Borrower shall have given the Administrative Agent a 
Conversion/Continuation Notice requesting that, at the end of such LIBOR 
Interest Period, such LIBOR Advance shall continue as a LIBOR Advance for the 
same or another LIBOR Interest Period.  Subject to the terms of SECTION 2.7, 
the Borrower may elect from time to time to convert all or any part of an 
Advance of any Type into any other Type of Advance; provided that any 
conversion of any LIBOR Advance shall be made on, and only on, the last day 
of the Interest Period applicable thereto unless Borrower pays the applicable 
Break-up Fee.  The Borrower shall give the Administrative Agent irrevocable 
notice (a "CONVERSION/CONTINUATION NOTICE") of each conversion of an Advance 
not later than 10:00 a.m. (Chicago time) at least one Business Day, in the 
case of a conversion into a CBR Advance, or three Business Days, in the case 
of a conversion into or continuation of a LIBOR Advance, prior to the date of 
the requested conversion or continuation, specifying:

            (i)    the requested date which shall be a Business Day, of such
                   conversion or continuation;

           (ii)    the aggregate amount and Type of the Advance which is to be
                   converted or continued; and

          (iii)    the amount and Type(s) of Advance(s) into which such Advance
                   is to be converted or continued and, in the case of a
                   conversion into or continuation of a LIBOR Advance, the
                   duration of the LIBOR Interest Period applicable thereto.

     2.11. CHANGES IN INTEREST RATE, ETC.  Each CBR Advance shall bear 
interest on the outstanding principal amount thereof, for each day from and 
including the date such Advance is made or is converted from a LIBOR Advance 
into a CBR Advance pursuant to SECTION 2.10 to but excluding the date it is 
paid or is converted into a LIBOR Advance pursuant to SECTION 2.10 hereof, at 
a rate per annum equal to the CBR Rate for such day.  Changes in the rate of 
interest on that portion of any Advance maintained as a CBR Advance will take 
effect simultaneously with each change in the Corporate Base Rate.  Each 
LIBOR Advance shall bear interest from and including the first day of the 
LIBOR Interest Period applicable thereto to (but not including) the last day 
of such LIBOR Interest Period at the LIBOR Rate determined as applicable to 
such LIBOR 


                                     -25-
<PAGE>

Advance.

     2.12. RATES APPLICABLE AFTER DEFAULT.  Notwithstanding anything to the 
contrary contained in SECTION 2.9 or 2.10, during the continuance of a 
Default or Unmatured Default, the Required Lenders may, at their option, by 
written notice to the Borrower (which notice may be revoked at the option of 
the Required Lenders notwithstanding any provision of SECTION 9.2 requiring 
unanimous consent of the Lenders to changes in interest rates), declare that 
no Advance may be made as, converted into or continued beyond its current 
term as a LIBOR Advance.  During the continuance of a Default the Required 
Lenders may, at their option, by prior written notice to the Borrower (which 
notice may be revoked at the option of the Required Lenders notwithstanding 
any provision of SECTION 9.2 requiring unanimous consent of the Lenders to 
changes in interest rates), declare that (i) each LIBOR Advance shall bear 
interest for the applicable LIBOR Interest Period at the rate otherwise 
applicable to such LIBOR Interest Period plus 2% per annum until such Default 
shall have been cured and (ii) each CBR Advance shall bear interest at a rate 
per annum equal to the CBR Rate otherwise applicable to the CBR Advance plus 
2% per annum until such Default shall have been cured; provided that such 
rates shall become applicable automatically without notice to the Borrower if 
a Default occurs under SECTION 8.7 or SECTION 8.8.

     2.13. SWING LINE LOANS.  In addition to the other options available to 
Borrower hereunder, up to $10,000,000 of the Swing Line Lender's commitment, 
shall be available for Swing Line Loans subject to the following terms and 
conditions.  Swing Line Loans shall be made available for same day borrowings 
provided that notice is given in accordance with SECTION 2.9 hereof.  All 
Swing Line Loans shall bear interest at the CBR Rate.  In no event shall the 
Swing Line Lender be required to fund a Swing Line Loan if it would increase 
the total aggregate outstanding Loans by Swing Line Lender hereunder plus its 
Percentage of Facility Letter of Credit Obligations to an amount in excess of 
its Commitment.  Upon request of the Swing Line Lender, each Lender 
irrevocably agrees to purchase its Percentage of any Swing Line Loan made by 
the Swing Line Lender regardless of whether the conditions for disbursement 
are satisfied at the time of such purchase, including the existence of an 
Event of Default hereunder provided no Lender shall be required to have total 
outstanding Loans plus its Percentage of Facility Letters of Credit to be in 
an amount greater than its Commitment.  Such purchase shall take place on the 
date of the request by Swing Line Lender so long as such request is made by 
noon (Chicago time), otherwise on the Business Day following such request.  
All requests for purchase shall be in writing.  From and after the date it is 
so purchased, each such Loan shall be treated as a Loan made by the 
purchasing Lender and not by the selling Lender for all purposes under this 
agreement, and shall no longer be considered a Swing Line Loan except that 
all interest accruing on or attributable to such Loan for the period prior to 
the date of such purchase shall be paid when due by the Borrower to the 
Administrative Agent for the benefit of the Swing Line Lender and all such 
amounts accruing on or attributable to such Loans for the period from and 
after the date of such purchase shall be paid when due by the Borrower to the 
Administrative Agent for the benefit of the purchasing Lender. If prior to 
purchasing its Percentage in a Swing Line Loan one of the events described in 
SECTION 


                                     -26-
<PAGE>

8.7 or 8.8 shall have occurred and such event prevents the consummation of 
the purchase contemplated by preceding provisions, each Lender will purchase 
an undivided participating interest in the outstanding Swing Line Loan in an 
amount equal to its Percentage of such Swing Line Loan.  From and after the 
date of each Lender's purchase of its participating interest in a Swing Line 
Loan, if the Swing Line Lender receives any payment on account thereof, the 
Swing Line Lender will distribute to such Lender its participating interest 
in such amount (appropriately adjusted, in the case of interest payments, to 
reflect the period of time during which such Lender's participating interest 
was outstanding and funded); provided, however, that in the event that such 
payment was received by the Swing Line Lender and is required to be returned 
to the Borrower, each Lender will return to the Swing Line Lender any portion 
thereof previously distributed by the Swing Line Lender to it.  No Swing Line 
Loan shall be outstanding for more than five (5) days at a time and Swing 
Line Loans shall not be outstanding for more than a total of ten (10) days 
during any month.

     2.14. COMPETITIVE BID LOANS.

           (a)  COMPETITIVE BID OPTION.  In addition to ratable Advances 
pursuant to SECTION 2.3, but subject to the terms and conditions of this 
Agreement (including, without limitation the limitation set forth in SECTION 
2.1 as to the maximum amount of all Loans not exceeding the Aggregate 
Commitment), the Borrower may, as set forth in this SECTION 2.14, request the 
Lenders, prior to the Facility Termination Date, to make offers to make 
Competitive Bid Loans to the Borrower.  Each Lender may, but shall have no 
obligation to, make such offers and the Borrower may, but shall have no 
obligation to, accept any such offers in the manner set forth in this SECTION 
2.14.  Competitive Bid Loans shall be evidenced by the Competitive Bid Notes. 
 In no event shall the aggregate of all Competitive Bid Loans outstanding at 
any time exceed 40% of the Aggregate Commitment.  

           (b)  COMPETITIVE BID QUOTE REQUEST.  When the Borrower wishes to 
request offers to make Competitive Bid Loans under this SECTION 2.14, it 
shall transmit to the Administrative Agent by telecopy a Competitive Bid 
Quote Request substantially in the form of EXHIBIT C-1 hereto so as to be 
received no later than (i) 10:00 a.m. (Chicago time) at least five Business 
Days prior to the Borrowing Date proposed therein, in the case of a request 
for a Competitive LIBOR Margin or (ii) 9:00 a.m. (Chicago time) at least one 
Business Day prior to the Borrowing Date proposed therein, in the case of a 
request for an Absolute Rate specifying:

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

                (ii)  the requested aggregate principal amount of such 
           Competitive Bid Loan which must be at least $10,000,000 and an 
           integral multiple of $1,000,000,

               (iii)  whether the Competitive Bid Quotes requested are to 


                                     -27-
<PAGE>

           set forth a Competitive LIBOR Margin or an Absolute Rate, or both, 
           and

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

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

           (c)  INVITATION FOR COMPETITIVE BID QUOTES.  Promptly and in any 
event before the close of business on the same Business Day of receipt of a 
Competitive Bid Quote Request that is not rejected pursuant to SECTION 
2.14(b), the Administrative Agent shall send to each of the Lenders by 
telecopy an Invitation for Competitive Bid Quotes substantially in the form 
of EXHIBIT C-2 hereto, which shall constitute an invitation by the Borrower 
to each Lender to submit Competitive Bid Quotes offering to make the 
Competitive Bid Loans to which such Competitive Bid Quote Request relates in 
accordance with this SECTION 2.14.

           (d)  SUBMISSION AND CONTENTS OF COMPETITIVE BID QUOTES.

                 (i)  Each Lender may, in its sole discretion, submit a 
           Competitive Bid Quote containing an offer or offers to make 
           Competitive Bid Loans in response to any Invitation for Competitive 
           Bid Quotes.  Each Competitive Bid Quote must comply with the 
           requirements of this SECTION 2.14(d) and must be submitted to the 
           Administrative Agent by telex or telecopy at its offices not later 
           than (a) 2:00 p.m. (Chicago time) at least four Business Days prior 
           to the proposed Borrowing Date, in the case of a request for a 
           Competitive LIBOR Margin or (b) 9:00 a.m. (Chicago time) on the 
           proposed Borrowing Date, in the case of a request for an Absolute 
           Rate (or, in either case upon reasonable prior notice to the Lenders,
           such other time and date as the Borrower and the Administrative Agent
           may agree); PROVIDED that Competitive Bid Quotes submitted by First 
           Chicago may only be submitted if the Administrative Agent or First 
           Chicago notifies the Borrower of the terms of the Offer or Offers 
           contained therein no later than 30 minutes prior to the latest time 
           at which the relevant Competitive Bid Quotes must be submitted by the
           other Lenders.  Subject to the Borrower's compliance with all other 
           conditions to disbursement herein, any Competitive Bid Quote of a 
           Lender so made shall be irrevocable except with the written consent 
           of the Administrative Agent given on the instructions of the 
           Borrower.


                                     -28-
<PAGE>

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

                       (1)  the proposed Borrowing Date, which shall be the 
                 same as that set forth in the applicable Invitation for 
                 Competitive Bid Quotes,
                 
                       (2)  the principal amount of the Competitive Bid Loan 
                 for which each such offer is being made, which principal 
                 amount (x) may be greater than, less than or equal to the 
                 Commitment of the quoting Lender, (y) must be at least 
                 $5,000,000 and an integral multiple of $1,000,000, and 
                 (z) may not exceed the principal amount of Competitive 
                 Bid Loans for which offers are requested,
                 
                       (3)  as applicable, the Competitive LIBOR Margin and 
                 Absolute Rate offered for each such Competitive Bid Loan,
                 
                       (4)  the minimum amount, if any, of the Competitive 
                 Bid Loan which may be accepted by the Borrower, and
                  
                       (5)  the identity of the quoting Lender, provided 
                 that such Competitive Bid Loan may be funded by such 
                 Lender's Designated Lender as provided in Section 
                 2.14(j), regardless of whether that is specified in the 
                 Competitive Bid Quote.

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

                       (1)  is not substantially in the form of EXHIBIT C-3 
                 hereto or does not specify all of the information required by 
                 SECTION 2.14(d)(ii),

                       (2)  contains qualifying, conditional or similar 
                  language, other than any such language contained in 
                  EXHIBIT C-3 hereto,
                  
                       (3)  proposes terms other than or in addition to 
                  those set forth in the applicable Invitation for 
                  Competitive Bid Quotes, or
                  
                       (4)  arrives after the time set forth in SECTION 
                  2.14(d)(i).

           If any Competitive Bid Quote shall be rejected pursuant to this
           SECTION 2.14(d)(iii), then the Administrative Agent shall notify the
           relevant 


                                     -29-
<PAGE>

           Lender of such rejection as soon as practical.

           (e)  NOTICE TO BORROWER.  The Administrative Agent shall promptly 
notify the Borrower of the terms (i) of any Competitive Bid Quote submitted 
by a Lender that is in accordance with SECTION 2.14(d) and (ii) of any 
Competitive Bid Quote that amends, modifies or is otherwise inconsistent with 
a previous Competitive Bid Quote submitted by such Lender with respect to the 
same Competitive Bid Quote Request.  Any such subsequent Competitive Bid 
Quote shall be disregarded by the Administrative Agent unless such subsequent 
Competitive Bid Quote specifically states that it is submitted solely to 
correct a manifest error in such former Competitive Bid Quote.  The 
Administrative Agent's notice to the Borrower shall specify the aggregate 
principal amount of Competitive Bid Loans for which offers have been received 
for each Interest Period specified in the related Competitive Bid Quote 
Request and the respective principal amounts and Competitive LIBOR Margins or 
Absolute Rate, as the case may be, so offered.

           (f)  ACCEPTANCE AND NOTICE BY BORROWER.  Not later than (i) 6:00 
p.m. (Chicago time) at least four Business Days prior to the proposed 
Borrowing Date in the case of a request for a Competitive LIBOR Margin or 
(ii) 10:00 a.m. (Chicago time) on the proposed Borrowing Date, in the case of 
a request for an Absolute Rate (or, in either case upon reasonable prior 
notice to the Lenders, such other time and date as the Borrower and the 
Administrative Agent may agree), the Borrower shall notify the Administrative 
Agent of its acceptance or rejection of the offers so notified to it pursuant 
to SECTION 2.14(e); PROVIDED, HOWEVER, that the failure by the Borrower to 
give such notice to the Administrative Agent shall be deemed to be a 
rejection of all such offers.  In the case of acceptance, such notice (a 
"COMPETITIVE BID BORROWING NOTICE") shall specify the aggregate principal 
amount of offers for each Interest Period that are accepted.  The Borrower 
may accept any Competitive Bid Quote in whole or in part (subject to the 
terms of SECTION 2.14(d)(iii)); PROVIDED that:

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

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

              (iii)  the Borrower may not accept any offer that is described 
           in SECTION 2.14(d)(iii) or that otherwise fails to comply with the 
           requirements of this Agreement.


                                     -30-
<PAGE>

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

           (h)  ADMINISTRATION FEE.  The Borrower hereby agrees to pay to the 
Administrative Agent an administration fee of $2,500 per each Competitive Bid 
Quote Request transmitted by the Borrower to the Administrative Agent 
pursuant to SECTION 2.14(b).  Such administration fee shall be payable 
monthly in arrears on the first Business Day of each month and on the 
Maturity Date (or such earlier date on which the Aggregate Commitment shall 
terminate or be cancelled) for any period then ending for which such fee, if 
any, shall not have been theretofore paid.

           (i)  OTHER TERMS.  Any Competitive Bid Loan shall not reduce the 
Commitment of the Lender making such Competitive Bid Loan, and each such 
Lender shall continue to be obligated to fund its full Percentage of all pro 
rata Advances under the Facility.  In no event can the aggregate amount of 
all Competitive Bid Loans at any time exceed forty percent (40%) of the then 
Aggregate Commitment.  Competitive Bid Loans shall not be prepaid prior to 
the end of the applicable Interest Period unless the Competitive Bid Lender 
consents.  Competitive Bid Loans may not be continued and, if not repaid at 
the end of the Interest Period applicable thereto, shall (subject to the 
conditions set forth in this Agreement) be replaced by new Competitive Bid 
Loans made in accordance with this SECTION 2.14 or by ratable Advances in 
accordance with SECTION 2.3.

           (j)  DESIGNATED LENDERS.  A Lender may designate its Designated 
Lender to fund a Competitive Bid Loan on its behalf as described in Section 
2.14(d)(ii)(5).  Any Designated Lender which funds a Competitive Bid Loan 
shall on and after the time of such funding become the obligee under such 
Competitive Bid Loan and be entitled to receive payment thereof when due.  No 
Lender shall be relieved of its obligation to fund a Competitive Bid Loan, 
and no Designated Lender shall assume such obligation, prior to the time such 
Competitive Bid Loan is funded.

           (k)  NOTICE TO LENDERS.  Administrative Agent shall provide to all 
bidding Lenders a summary report of each competitive bid request including the


                                     -31-
<PAGE>

amount and rate for each bid awarded.

     2.15. FIXED RATE LOANS.  In addition to the other interest rate options 
provided herein, the Borrower may request a fixed rate ("Fixed Rate") on any 
ratable Advance for up to one (1) year.  The Fixed Rate shall be as quoted by 
the Administrative Agent, subject to the approval of all of the Lenders.  If 
Borrower and Lenders agree to a Fixed Rate for all or a portion of the 
advances outstanding hereunder, all the provisions contained herein for LIBOR 
Advances shall be applicable to such Fixed Rate Advances with the Interest 
Period being the period of time agreed to by Borrower and Lenders and the 
LIBOR Rate being equal to the Fixed Rate agreed to by Borrower and Lenders.

     2.16. METHOD OF PAYMENT.  All payments of the Obligations hereunder 
shall be made, without setoff, deduction, or counterclaim, in immediately 
available funds to the Administrative Agent at the Administrative Agent's 
account specified pursuant to ARTICLE XIV, or at any other Lending 
Installation of the Administrative Agent specified in writing by the 
Administrative Agent to the Borrower, by noon (Chicago time) on the date when 
due and shall be applied ratably by the Administrative Agent among the 
Lenders.  Each payment delivered to the Administrative Agent for the account 
of any Lender shall be delivered promptly by the Administrative Agent to such 
Lender in the same type of funds that the Administrative Agent received at 
its account specified pursuant to ARTICLE XIV or at any Lending Installation 
specified in a notice received by the Administrative Agent from such Lender 
promptly.  If any payment received by the Administrative Agent is not 
delivered to a Lender by the closing of business on the same Business Day as 
received by the Administrative Agent (with respect to payments received by 
2:00 p.m., Chicago time) or the next Business Day (with respect to payments 
received after 2:00 p.m., Chicago time), Lender shall receive from the 
Administrative Agent interest at the Federal Funds Effective Rate on the 
payment.  The Administrative Agent is hereby authorized to charge the 
specific account of the Borrower, if any, maintained with First Chicago for 
such purpose, for each payment of principal, interest and fees as it becomes 
due hereunder.  The Borrower shall not have any liability to any Lender for 
the failure of the Administrative Agent to promptly deliver funds to any such 
Lender and shall be deemed to have made all such payments on the date the 
respective payment is made by the Borrower to the Administrative Agent 
provided that it is received by the Administrative Agent no later than the 
time specified in this SECTION 2.16.

     2.17. NOTES; TELEPHONIC NOTICES.  Each Lender is hereby authorized to 
record the principal amount of each of its Loans and each repayment on the 
schedule attached to its Note, provided, however, that the failure to so 
record shall not affect the Borrower's obligations under such Note.  Each 
Lender's books and records, including without limitation, the information, if 
any, recorded by the Lender on the schedule attached to its Note, shall be 
deemed to be PRIMA FACIA correct absent manifest error.  The Borrower hereby 
authorizes the Lenders and the Administrative Agent to extend, convert or 
continue Advances, effect selections of Types of Advances and to transfer 
funds based on telephonic notices made by any person or persons the 
Administrative Agent or any Lender in good faith believes to be an Authorized 
Officer.  The Borrower 


                                     -32-
<PAGE>

agrees to deliver promptly to the Administrative Agent a written confirmation 
signed by an Authorized Officer of each telephonic notice, if such 
confirmation is requested by the Administrative Agent or any Lender.  If the 
written confirmation differs in any material respect from the action taken by 
the Administrative Agent and the Lenders, the records of the Administrative 
Agent and the Lenders shall govern absent manifest error.

     2.18. INTEREST PAYMENT DATES; INTEREST AND FEE BASIS.  Interest accrued 
on each Advance shall be payable on each Payment Date, commencing with the 
first such date to occur after the date hereof, and at the Facility 
Termination Date, whether by acceleration or otherwise.  Interest accrued on 
each LIBOR Advance shall also be payable on any date on which the LIBOR 
Advance is prepaid (provided that nothing herein shall authorize a prepayment 
which is not otherwise permitted hereunder).  Interest and Commitment Fees 
shall be calculated for actual days elapsed on the basis of a 360-day year.  
Interest shall be payable for the day an Advance is made but not for the day 
of any payment on the amount paid if payment is received prior to noon 
(Chicago time) at the place of payment, unless such Advance is repaid on the 
date that it was made.  If any payment of principal of or interest on an 
Advance shall become due on a day which is not a Business Day, such payment 
shall be made on the next succeeding Business Day and, in the case of a 
principal payment, such extension of time shall be included in computing 
interest in connection with such payment.

     2.19. NOTIFICATION OF ADVANCES, INTEREST RATES AND PREPAYMENTS.  
Promptly after receipt thereof (but in no event later than noon (Chicago 
time) one Business Day prior to the proposed Borrowing Date for a CBR Advance 
or the close of business three Business Days prior to the proposed Borrowing 
Date for a LIBOR Advance) the Administrative Agent will notify each Lender of 
the contents of each Borrowing Notice, Conversion/Continuation Notice, and 
repayment notice received by it hereunder.  The Administrative Agent will 
notify each Lender and the Borrower of the interest rate applicable to each 
LIBOR Advance promptly upon determination of such interest rate and will give 
each Lender and the Borrower prompt notice of each change in the Corporate 
Base Rate and the Applicable Margin.

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

     2.21. NON-RECEIPT OF FUNDS BY THE ADMINISTRATIVE AGENT.  Unless the 
Borrower or a Lender, as the case may be, notifies the Administrative Agent 
prior to the date on which it is scheduled to make payment to the 
Administrative Agent of (i) in the case of a Lender, the proceeds of a Loan 
or (ii) in the case of the Borrower, a payment of principal, interest or fees 
to the Administrative Agent for the account of the Lenders, 


                                     -33-
<PAGE>

that it does not intend to make such payment, the Administrative Agent may 
assume that such payment has been made. The Administrative Agent may, but 
shall not be obligated to, make the amount of such payment available to the 
intended recipient in reliance upon such assumption.  If the Borrower has not 
in fact made such payment to the Administrative Agent, the recipient of such 
payment shall, on demand by the Administrative Agent, repay to the 
Administrative Agent the amount so made available together with interest 
thereon in respect of each day during the period commencing on the date such 
amount was so made available by the Administrative Agent until the date the 
Administrative Agent recovers such amount at a rate per annum equal to the 
Federal Funds Effective Rate for such day.  If a Lender has not in fact made 
such payment to the Administrative Agent, the Administrative Agent shall be 
entitled to recover such corresponding amount on demand from such Lender 
together with interest thereon in respect of each day during the period 
commencing on the date such amount was so made available by the 
Administrative Agent until the date the Administrative Agent recovers such 
amount at a rate per annum equal to the Federal Funds Effective Rate for such 
date.  If such Lender does not make such payment upon the Administrative 
Agent's demand therefor, the Administrative Agent shall promptly notify the 
Borrower, and the Borrower shall immediately pay such amount to the 
Administrative Agent together with interest thereon in respect of each day 
during the period commencing on the date such amount was so made available by 
the Administrative Agent until the date the Administrative Agent recovers 
such amount at the rate applicable to the relevant Loan.  Nothing in this 
SECTION 2.21 shall be deemed to relieve any Lender from its obligation to 
fulfill any portion of its Commitment hereunder or to prejudice any rights 
which the Borrower may have against any Lender as a result of any default by 
such Lender hereunder.

     No Lender shall be responsible for any default by any other Lender in 
its obligation to make Loans hereunder, and each Lender shall be obligated to 
make the Loans provided to be made by it hereunder, regardless of the failure 
of any other Lender to fulfill its Commitment hereunder.

     2.22. WITHHOLDING TAX EXEMPTION. At least five Business Days prior to 
the first date on which interest or fees are payable hereunder for the 
account of any Lender, each Lender that is not incorporated under the laws of 
the United States of America, or a state thereof, agrees that it will deliver 
to each of the Borrower and the Administrative Agent two duly completed 
copies of United States Internal Revenue Service Form 1001 or 4224, 
certifying in either case that such Lender is entitled to receive payments 
under this Agreement and the Notes without deduction or withholding of any 
United States federal income taxes and an Internal Revenue Service Form W-8 
or W-9 or applicable successor form, as the case may be, to establish an 
exemption from United States backup withholding tax.  Each Lender which so 
delivers a Form 1001 or 4224 and Form W-8 or W-9 further undertakes to 
deliver to each of the Borrower and the Administrative Agent two additional 
copies of such form (or a successor form) on or before the date that such 
form expires (currently, three successive calendar years for Form 1001 and 
one calendar year for Form 4224) or becomes obsolete or after the occurrence 
of any event requiring a change in the most recent forms so delivered by it, 


                                    -34-
<PAGE>

and such amendments thereto or extensions or renewals thereof as may be 
reasonably requested by the Borrower or the Administrative Agent, in each 
case certifying that such Lender is entitled to receive payments under this 
Agreement and the Notes without deduction or withholding of any United States 
federal income taxes and is exempt from backup withholding, unless an event 
(including without limitation any change in treaty, law or regulation) has 
occurred prior to the date on which any such delivery would otherwise be 
required which renders all such forms inapplicable or which would prevent 
such Lender from duly completing and delivering any such form with respect to 
it and such Lender advises the Borrower and the Administrative Agent that it 
is not capable of receiving payments without any deduction or withholding of 
United States federal income tax or is not exempt from backup withholding tax.

     2.23. VOLUNTARY REDUCTION OF AGGREGATE COMMITMENT AMOUNT.  Upon at least 
five (5) Business Days' prior irrevocable written notice (or telephonic 
notice promptly confirmed in writing) to the Administrative Agent, Borrower 
shall have the right, without premium or penalty, to permanently reduce the 
Aggregate Commitment provided that (a) Borrower may not reduce the Aggregate 
Commitment below the Allocated Facility Amount at the time of such requested 
reduction, (b) any such partial reduction shall be in the minimum aggregate 
amount of Five Million Dollars (U.S. $5,000,000.00) or any integral multiple 
of Five Million Dollars (U.S. $5,000,000.00) in excess thereof and (c) 
Borrower may not reduce the Aggregate Commitment to an amount less than Fifty 
Million Dollars (U.S. $50,000,000.00).  Any reduction of the Aggregate 
Commitment shall be applied pro rata to each Lender's Commitment.

     2.24. INCREASE IN AGGREGATE COMMITMENT AMOUNT.  So long as no Default 
has occurred and is continuing, the Borrower shall have the right from time 
to time to increase the Aggregate Commitment up to a maximum of $350,000,000 
by obtaining the Administrative Agent's prior written approval and either 
adding new banks as Lenders or obtaining the agreement, which shall be at 
such Lender's or Lenders' sole discretion, of one or more of the then-current 
Lenders to increase its or their Commitments.  Such increases shall be 
evidenced by the execution and delivery of an Amendment Regarding Increase in 
the form of EXHIBIT J attached hereto by the Borrower, the Administrative 
Agent and the new bank or existing Lender providing such additional 
Commitment, a copy of which shall be forwarded to each Lender by the 
Administrative Agent promptly after execution thereof.  On the effective date 
of each such increase in the Aggregate Commitment, the Borrower and the 
Administrative Agent shall cause the new or existing Lenders providing such 
increase, by either funding more than its or their Percentage of new ratable 
Advances made on such date or purchasing shares of outstanding ratable Loans 
held by the other Lenders or a combination thereof, to hold its or their 
Percentage of all ratable Advances outstanding at the close of business on 
such day; provided that Borrower shall pay any selling Lender funding losses 
to the same extent as would be required under Section 4.4 in respect of a 
prepayment.  The Lenders agree to cooperate in any required sale and purchase 
of outstanding ratable Advances to achieve such result.  In no event will 
such new or existing Lenders providing the increase be required to fund or 
purchase a portion of any Competitive Bid Loan or Swing Line Loan to comply 
with this Section on such date.  In no event 


                                    -35-
<PAGE>

shall the Aggregate Commitment exceed $350,000,000 without the approval of 
all of the Lenders.
 
     2.25  USURY.  This Agreement and the Note are subject to the express 
condition that at no time shall Borrower be obligated or required to pay 
interest on the principal balance of the Loan at a rate which could subject 
any Lender (including the Swing Line Lender) to either civil or criminal 
liability as a result of being in excess of the Maximum Legal Rate.  If by 
the terms of this Agreement or the Loan Documents, Borrower is at any time 
required or obligated to pay interest on the principal balance due hereunder 
at a rate in excess of the Maximum Legal Rate, the interest rate or the 
Default Rate, as the case may be, shall be deemed to be immediately reduced 
to the Maximum Legal Rate and all previous payments in excess of the Maximum 
Legal Rate shall be deemed to have been payments in reduction of principal 
and not on account of the interest due hereunder.  All sums paid or agreed to 
be paid to Lender for the use, forbearance, or detention of the sums due 
under the Loan, shall, to the extent permitted by applicable law, be 
amortized, prorated, allocated, and spread throughout the full stated term of 
the Loan until payment in full so that the rate or amount of interest on 
account of the Loan does not exceed the Maximum Legal Rate of interest from 
time to time in effect and applicable to the Loan for so long as the Loan is 
outstanding.

     2.26  APPLICATION OF MONEYS RECEIVED. All moneys collected or received 
by the Administrative Agent on account of the Facility directly or 
indirectly, shall be applied in the following order of priority:

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

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

      (iii)        to the payment of any fee due pursuant to SECTION 3.8(b) in
                   connection with the issuance of a Facility Letter of Credit
                   to the Issuing Bank, to the payment of the Facility Fee to
                   the Lenders, if then due, in accordance with their
                   Percentages and to the payment of the Administrative Agent's
                   Fee to the Administrative Agent if then due; 

       (iv)        (a) in case the entire unpaid principal of the Facility shall
                   not have become due and payable, the whole amount received as
                   interest and Facility Letter of Credit Fee then due to the
                   Lenders (other than a Defaulting Lender) as their respective
                   Percentages appear (except to the extent there are Swing Line
                   Loans or Competitive Bid Loans outstanding in which event the
                   full amount of interest attributable to the Swing Line Loans
                   and Competitive Bid Loans shall be payable to the Swing Line
                   Lender and Competitive Bid Lenders, 


                                    -36-
<PAGE>

                   respectively, unless the Swing Line Lender or Competitive 
                   Bid Lender shall be a Defaulting Lender), together with 
                   the whole amount, if any, received as principal first to 
                   the Swing Line Lender, unless the Swing Line Lender shall 
                   be a Defaulting Lender, to repay any outstanding Swing 
                   Line Loans and then to the Lenders as their respective 
                   Funded Percentages appear, or (b) in case the entire 
                   unpaid principal of the Facility shall have become due and 
                   payable, as a result of a Default or otherwise, to the 
                   payment of the whole amount then due and payable on the 
                   Loan for principal, together with interest thereon at the 
                   Default Rate or the interest rate, as applicable, to the 
                   Swing Line Lender, unless the Swing Line Lender shall be a 
                   Defaulting Lender, for all such amounts due in connection 
                   with Swing Line Loans and then to the Lenders (other than 
                   a Defaulting Lender) as their respective Funded 
                   Percentages appear until paid in full; and then to the 
                   Letter of Credit Collateral Account until the full amount 
                   of Facility Letter of Credit Obligations is on deposit 
                   therein; and

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


                                  ARTICLE III

                        THE LETTER OF CREDIT SUBFACILITY


     3.1.  OBLIGATION TO ISSUE.  Subject to the terms and conditions of this 
Agreement and in reliance upon the representations and warranties of the 
Borrower herein set forth, the Issuing Bank hereby agrees to issue for the 
account of Borrower, one or more Facility Letters of Credit in accordance 
with this ARTICLE III, from time to time during the period ending on the 
Business Day prior to the Facility Termination Date.  

     3.2.  TYPES AND AMOUNTS.  The Issuing Bank shall not except with the 
prior written consent of all Lenders:

        (i)        issue any Facility Letter of Credit if the aggregate maximum
     amount then available for drawing under Letters of Credit issued by such
     Issuing Bank, after giving effect to the Facility Letter of Credit
     requested hereunder, shall exceed any limit imposed by law or regulation
     upon such Issuing Bank provided, in such event, the Borrower shall have the
     right to select (with the approval of the alternate Issuing Bank but not
     the other Lenders) an alternate Issuing Bank which shall be one of the
     Lenders;


                                    -37-
<PAGE>

       (ii)        issue any Facility Letter of Credit if, after giving effect
     thereto, the aggregate Facility Letter of Credit Obligations would exceed
     $10,000,000 or the Allocated Facility Amount would exceed the Aggregate
     Commitment;

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

       (iv)        issue any Facility Letter of Credit having an expiration date
     which is more than fifteen (15) months after the date of its issuance.

     3.3.  CONDITIONS.  In addition to being subject to the satisfaction of 
the conditions contained in SECTION 5.2 hereof, the obligation of the Issuing 
Bank to issue any Facility Letter of Credit is subject to the satisfaction in 
full of the following conditions:

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

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

      (iii)        there shall not exist any Default or Unmatured Default.


                                    -38-
<PAGE>

     3.4.  PROCEDURE FOR ISSUANCE OF FACILITY LETTERS OF CREDIT.

           (a)     Borrower shall give the Issuing Bank and the 
Administrative Agent at least five (5) Business Days' prior written notice of 
any requested issuance of a Facility Letter of Credit under this Agreement (a 
"LETTER OF CREDIT REQUEST") (except that, in lieu of such written notice, the 
Borrower may give the Issuing Bank and the Administrative Agent telephonic 
notice of such request if confirmed in writing by delivery to the Issuing 
Bank and the Administrative Agent (i) by the close of business on such day 
(A) of a telecopy of the written notice required hereunder which has been 
signed by an Authorized Officer, or (B) of a telex containing all information 
required to be contained in such written notice and (ii) promptly (but in no 
event later than the requested date of issuance) of the written notice 
required hereunder containing the original signature of an Authorized 
Officer); such notice shall specify:

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

           (2)     the effective date (which day shall be a Business Day) of
                   issuance of such requested Facility Letter of Credit (the
                   "ISSUANCE DATE");

           (3)     the date on which such requested Facility Letter of Credit is
                   to expire which date (exclusive of automatic extension
                   periods so long as the Facility Letter of Credit gives the
                   Issuing Bank the right to issue a notice that the expiration
                   date will not be extended) shall be a Business Day and shall
                   in no event be later than the earlier of fifteen months after
                   the Issuance Date and the Business Day immediately preceding
                   the Facility Termination Date;

           (4)     the purpose for which such Facility Letter of Credit is to be
                   issued (such purpose shall comply with the requirements of
                   SECTION 7.2);

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

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

At the time such request is made, the Borrower shall also provide the 
Administrative Agent and the Issuing Bank with a copy of the form of the 
Facility Letter of Credit that the Borrower is requesting be issued, which 
shall be subject to the reasonable approval of the Issuing Bank and 
Administrative Agent.  Such notice, to be effective, must be received by such 
Issuing Bank and the Administrative Agent not later than 2:00 p.m. (Chicago 
time) on the last Business Day on which notice can be given under this 
SECTION 3.4(a). Administrative Agent shall promptly but in no event later 
than three (3) Business Days prior to the Issuance Date give a copy of the 
Letter of Credit Request to 


                                    -39-
<PAGE>

the other Lenders.  Borrower shall also deliver the compliance certificate 
required in SECTION 5.2 together with each Letter of Credit Request.

           (b)     Subject to the terms and conditions of this ARTICLE III 
and provided that the applicable conditions set forth in SECTION 5.2 hereof 
have been satisfied, such Issuing Bank shall, on the Issuance Date, issue a 
Facility Letter of Credit on behalf of the Borrower in accordance with the 
Letter of Credit Request and the Issuing Bank's usual and customary business 
practices unless the Issuing Bank has actually received (i) written notice 
from the Borrower specifically revoking the Letter of Credit Request with 
respect to such Facility Letter of Credit, or (ii) written or telephonic 
notice from the Administrative Agent stating that the issuance of such 
Facility Letter of Credit would violate SECTION 3.2.

           (c)     The Issuing Bank shall give the Administrative Agent and 
the Borrower written or telex notice, or telephonic notice confirmed promptly 
thereafter in writing, of the issuance of a Facility Letter of Credit (the 
"ISSUANCE NOTICE") and Administrative Agent shall promptly give a copy of the 
Issuance Notice to the other Lenders.

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

     3.5.  REIMBURSEMENT OBLIGATIONS; DUTIES OF ISSUING BANK.

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

           (b)     Any action taken or omitted to be taken by the Issuing 
Bank under or in connection with any Facility Letter of Credit, if taken or 
omitted in the absence of willful misconduct or gross negligence, shall not 
put the Issuing Bank under any resulting liability to Borrower or any Lender 
or, provided that such Issuing Bank has complied with the procedures 
specified in SECTION 3.4, relieve a Lender of its obligations hereunder to 
the Issuing Bank. In determining whether to pay under any Facility Letter of 
Credit, the Issuing Bank shall have no obligation relative to the Lenders 
other than to 


                                    -40-
<PAGE>

confirm that any documents required to be delivered under such Letter of 
Credit appear to have been delivered in compliance, and that they appear to 
comply on their face, with the requirements of such Letter of Credit.

     3.6.  PARTICIPATION.

           (a)     Immediately upon issuance by the Issuing Bank of any 
Facility Letter of Credit in accordance with the procedures set forth in 
SECTION 3.4, each Lender shall be deemed to have irrevocably and 
unconditionally purchased and received from the Issuing Bank, without 
recourse, representation or warranty, an undivided interest and participation 
equal to such Lender's Percentage in such Facility Letter of Credit 
(including, without limitation, all obligations of the Borrower with respect 
thereto) and any security therefor or guaranty pertaining thereto.  Each 
Lender's obligation to make further Loans to the Borrower (other than any 
payments such Lender is required to make under subparagraph (b) below) or 
issue any letters of credit on behalf of Borrower shall be reduced by such 
Lender's Percentage of the undrawn portion of each Facility Letter of Credit 
outstanding.

           (b)     In the event that the Issuing Bank makes any payment under 
any Facility Letter of Credit and the Borrower shall not have repaid such 
amount to the Issuing Bank pursuant to SECTION 3.7 hereof, the Issuing Bank 
shall promptly notify the Administrative Agent, which shall promptly notify 
each Lender of the same, and each Lender shall promptly and unconditionally 
pay to the Administrative Agent for the account of the Issuing Bank the 
amount of such Lender's Percentage of the unreimbursed amount of such 
payment, and the Administrative Agent shall promptly pay such amount to the 
Issuing Bank. Notwithstanding the foregoing, unless Borrower shall notify 
Administrative Agent of Borrower's intent to repay the Reimbursement 
Obligation on the date of the related drawing under any Facility Letter of 
Credit, such Reimbursement Obligation shall simultaneously with such drawing 
be converted to and become a CBR Loan as set forth in SECTION 2.10.  The 
failure of any Lender to make available to the Administrative Agent for the 
account of any Issuing Bank its Percentage of the unreimbursed amount of any 
such payment shall not relieve any other Lender of its obligation hereunder 
to make available to the Administrative Agent for the account of such Issuing 
Bank its Percentage of the unreimbursed amount of any payment on the date 
such payment is to be made, but no Lender shall be responsible for the 
failure of any other Lender to make available to the Administrative Agent its 
Percentage of the unreimbursed amount of any payment on the date such payment 
is to be made.  Any Lender which fails to make any payment required pursuant 
to this SECTION 3.6(B) shall be deemed to be a Defaulting Lender hereunder.

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


                                    -41-
<PAGE>

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

           (e)     The obligations of a Lender to make payments to the 
Administrative Agent for the account of each Issuing Bank with respect to a 
Facility Letter of Credit shall be absolute, unconditional and irrevocable, 
not subject to any counterclaim, set-off, qualification or exception 
whatsoever other than a failure of any such Issuing Bank to comply with the 
terms of this Agreement relating to the issuance of such Facility Letter of 
Credit and shall be made in accordance with the terms and conditions of this 
Agreement under all circumstances.

     3.7.  PAYMENT OF REIMBURSEMENT OBLIGATIONS.

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

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

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

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

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

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


                                    -42-
<PAGE>

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

     3.8.  COMPENSATION FOR FACILITY LETTERS OF CREDIT.

           (a)     The Borrower shall pay to the Administrative Agent, for 
the ratable account of the Lenders, based upon the Lenders' respective 
Percentages, a per annum fee (the "FACILITY LETTER OF CREDIT FEE") with 
respect to each Facility Letter of Credit that is equal to the LIBOR 
Applicable Margin in effect from time to time.  The Facility Letter of Credit 
Fee relating to any Facility Letter of Credit shall be due and payable in 
arrears in equal installments on the first Business Day of each month 
following the issuance of any Facility Letter of Credit and, to the extent 
any such fees are then due and unpaid, on the Facility Termination Date.  The 
Administrative Agent shall promptly remit such Facility Letter of Credit 
Fees, when paid, to the other Lenders in accordance with their Percentages 
thereof.  The Borrower shall not have any liability to any Lender for the 
failure of the Administrative Agent to promptly deliver funds to any such 
Lender and shall be deemed to have made all such payments on the date the 
respective payment is made by the Borrower to the Administrative Agent, 
provided such payment is received by the time specified in SECTION 2.16 
hereof.

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

     3.9.  LETTER OF CREDIT COLLATERAL ACCOUNT.  The Borrower hereby agrees that
it will, if required pursuant to SECTION 9.1, maintain a special collateral
account (the "LETTER OF CREDIT COLLATERAL ACCOUNT") at the Administrative
Agent's office at the address specified pursuant to SECTION 14.1, in the name of
the Borrower but under the sole dominion and control of the Administrative
Agent, for the benefit of the Lenders, and in which the Borrower shall have no
interest other than as set forth in SECTION 9.1.  Such Letter of Credit
Collateral Account shall be funded to the extent required by SECTION 9.1.  In
addition to the foregoing, the Borrower hereby grants to the Administrative
Agent, for the benefit of the Lenders, a properly perfected security interest in
and to the Letter of Credit Collateral Account, any funds that may hereafter be
on deposit in such 


                                    -43-
<PAGE>

account and the proceeds thereof.


                                 ARTICLE IV

                           CHANGE IN CIRCUMSTANCES


     4.1.  YIELD PROTECTION.  If, after the date hereof, any law or any 
governmental or quasi-governmental rule, regulation, policy, guideline or 
directive (whether or not having the force of law), or any interpretation 
thereof, or the compliance of any Lender therewith,

        (i)        subjects any Lender or any applicable Lending Installation to
                   any tax, duty, charge or withholding on or from payments due
                   from the Borrower (excluding federal, state and local income,
                   franchise or similar taxes on the overall income of any
                   Lender or applicable Lending Installation), or changes the
                   basis of taxation of payments to any Lender in respect of its
                   Loans, Facility Letters of Credit or other amounts due it
                   hereunder, or 

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

      (iii)        imposes any other condition the result of which is to
                   increase the cost to any Lender or any applicable Lending
                   Installation of making, funding or maintaining loans or
                   reduces any amount receivable by any Lender or any applicable
                   Lending Installation in connection with loans, or requires
                   any Lender or any applicable Lending Installation to make any
                   payment calculated by reference to the amount of loans held,
                   Letters of Credit issued or participated in, or interest
                   received by it, by an amount deemed material by such Lender,
                   then, within 15 days of written demand by such Lender
                   pursuant to SECTION 4.5, 

       (iv)        the Borrower shall pay such Lender that portion of such
                   increased expense incurred or reduction in an amount received
                   which such Lender determines is attributable to making,
                   funding and maintaining its Loans and its Commitment.

     4.2.  CHANGES IN CAPITAL ADEQUACY REGULATIONS.  If a Lender reasonably 
determines the amount of capital required or expected to be maintained by 
such 


                                    -44-
<PAGE>

Lender, any Lending Installation of such Lender or any corporation 
controlling such Lender is increased as a result of a Change (as hereinafter 
defined), then, within fifteen days of written demand by such Lender pursuant 
to SECTION 4.5, the Borrower shall pay such Lender the amount necessary to 
compensate for any shortfall in the rate of return on the portion on such 
increased capital which such Lender determines is attributable to this 
Agreement, its Loans, its interest in the Facility Letters of Credit, or its 
obligation to make Loans hereunder or participate in or issue Facility 
Letters of Credit (after taking into account such Lender's policies as to 
capital adequacy).  "CHANGE" means (i) any change after the date of this 
Agreement in the Risk-Based Capital Guidelines or (ii) any adoption of or 
change in any other law, rule, regulation, policy, guideline, interpretation, 
or directive of any Governmental Authority having jurisdiction after the date 
of this Agreement which affects the amount of capital required or reasonably 
expected to be maintained by any Lender or any Lending Installation or any 
corporation controlling any Lender.  "RISK-BASED CAPITAL GUIDELINES" means 
(i) the risk-based capital guidelines in effect in the United States on the 
date of this Agreement, including transition rules, and (ii) the 
corresponding capital regulations promulgated by regulatory authorities 
outside the United States implementing the July 1988 report of the Basle 
Committee on Banking Regulation and Supervisory Practices Entitled 
"INTERNATIONAL CONVERGENCE OF CAPITAL MEASUREMENTS AND CAPITAL STANDARDS," 
including transition rules, and any amendments to such regulations adopted 
prior to the date of this Agreement.

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

     4.4.  FUNDING INDEMNIFICATION.  If any payment of a LIBOR Advance occurs 
on a date which is not the last day of the applicable Interest Period, 
whether because of acceleration, prepayment or otherwise, or a LIBOR Advance 
is not made on the date specified by the Borrower for any reason the Borrower 
will indemnify each Lender (other than any Lender whose default was the 
reason that the LIBOR Advance was not made on the date specified), for any 
loss or cost incurred by it resulting therefrom, including,without 
limitation, any loss or cost in liquidating or employing deposits acquired to 
fund or maintain the LIBOR Advance upon Borrower's receipt of the written 
notice pursuant to SECTION 4.5.


                                    -45-
<PAGE>

     4.5.  LENDER STATEMENTS; SURVIVAL OF INDEMNITY. To the extent reasonably 
possible, each Lender shall designate an alternate Lending Installation with 
respect to its LIBOR Loans and shall take other measures in its discretion to 
reduce any liability of the Borrower to such Lender under SECTIONS 4.1 and 
4.2 or to avoid the unavailability of a Type of a LIBOR Advance under SECTION 
4.3, so long as such designation or other measure is not disadvantageous to 
such Lender.  Each Lender shall deliver a written statement of such Lender to 
the Administrative Agent and to the Borrower as to the amount due, if any, 
under SECTIONS 4.1, 4.2 or 4.4.  Such written statement shall set forth in 
reasonable detail the calculations upon which such Lender determined such 
amount and shall be final, conclusive and binding on the Borrower in the 
absence of manifest error.  Determination of amounts payable under such 
Sections in connection with a LIBOR Loan shall be calculated as though each 
Lender funded its LIBOR Loan through the purchase of a deposit of the type 
and maturity corresponding to the deposit used as a reference in determining 
the LIBOR Rate applicable to such Loan, whether in fact that is the case or 
not.  Unless otherwise provided herein, the amount specified in the written 
statement shall be payable on demand after receipt by the Borrower of the 
written statement.  The obligations of the Borrower under SECTIONS 4.1, 4.2 
and 4.4 shall survive payment of the Obligations and termination of this 
Agreement for a period of one year.

     4.6.  LIMITATION ON BORROWER'S LIABILITY.  The Borrower shall not be 
obligated to compensate any Lender pursuant to SECTION 4.1, 4.2 or 4.4 for 
any amounts attributable to a period more than one year prior to such 
Lender's written notice under SECTION 4.5 of its intention to seek 
compensation under SECTION 4.1, 4.2 or 4.4.

                                 ARTICLE V

                            CONDITIONS PRECEDENT

     5.1.  INITIAL ADVANCE.  The Lenders shall not be required to make the 
initial Advance hereunder unless (a) the Borrower shall have paid all fees 
then due and payable to the Lenders, the Documentation Agent, and the 
Administrative Agent hereunder, and (b) the Borrower shall have furnished to 
the Administrative Agent, in form and substance satisfactory to the Lenders 
and their counsel and with sufficient copies for the Lenders, the following:

        (i)        The duly executed originals of the Loan Documents, including
                   the Notes, payable to the order of each of the Lenders, and
                   this Agreement;

       (ii)        Certified copies of the articles of incorporation, limited
                   partnership certificate, limited liability company agreement,
                   declaration of trust or other organizational document of the
                   Borrower, each Subsidiary 


                                    -46-
<PAGE>


                   and each Qualifying Investment Affiliate, to the extent 
                   applicable, with all amendments and certified by the 
                   appropriate governmental officer of the state of 
                   organization as of a recent date;
 
      (iii)        Certificates of good standing for the Borrower, each
                   Subsidiary and each Qualifying Investment Affiliate certified
                   by the appropriate governmental officer of the state of
                   organization, and foreign qualification certificates for the
                   Borrower, certified by the appropriate governmental officer,
                   for each jurisdiction where an Unencumbered Asset is located
                   and each other jurisdiction where the failure to so qualify
                   or be licensed (if required) would have a Material Adverse
                   Effect;

       (iv)        Copies, certified by an officer of the Borrower, each
                   Subsidiary and each Qualifying Investment Affiliate of its
                   by-laws, partnership agreement, operating agreement or
                   similar document, to the extent applicable together with all
                   amendments thereto;

        (v)        An incumbency certificate, executed by an officer of the
                   Borrower, which shall identify by name and title and bear the
                   signature of the Persons authorized to sign the Loan
                   Documents and to make borrowings hereunder on behalf of the
                   Borrower, upon which certificate the Administrative Agent and
                   the Lenders shall be entitled to rely until informed of any
                   change in writing by the Borrower;

       (vi)        Copies, certified by the Secretary or Assistant Secretary, of
                   the Borrower's Board of Directors' resolutions (and
                   resolutions of other bodies, if any are deemed necessary by
                   counsel for any Lender) authorizing the Advances provided for
                   herein and the execution, delivery and performance of the
                   Loan Documents to be executed and delivered by the Borrower
                   hereunder; 

      (vii)        A written opinion of the Borrower's counsel, addressed to the
                   Lenders in substantially the form of EXHIBIT D hereto;

     (viii)        A certificate, signed by an officer of the Borrower, stating
                   that on the Closing Date and on the initial Borrowing Date no
                   Default or Unmatured Default has occurred and is continuing
                   and that all representations and warranties of the Borrower
                   contained herein are true and correct as of the Closing Date
                   and initial Borrowing Date as and to the extent set forth
                   herein;

       (ix)        The most recent financial statements of the Borrower and a
                   certificate from an Authorized Officer of the Borrower that
                   no change in the Borrower's financial condition that would
                   have a 


                                    -47-
<PAGE>

                   Material Adverse Effect has occurred since June 30, 1998;

        (x)        UCC financing statement, judgment, and tax lien searches with
                   respect to the Borrower, any Subsidiary or Qualifying
                   Investment Affiliate from the States of Maryland and Illinois
                   and the counties in which Borrower, any Subsidiary or any
                   Qualifying Investment Affiliate owns properties;

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

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

     (xiii)        Evidence that all parties whose consent is required for
                   Borrower to execute the Loan Documents have provided such
                   consents;

      (xiv)        Operating statements for each Property and other evidence of
                   income and expenses to assist the Administrative Agent in
                   determining Borrower's compliance with the covenants set
                   forth in ARTICLE VII herein;

       (xv)        A copy of the standard lease form generally used at the
                   Properties;

      (xvi)        Evidence that the insurance coverage required in SECTION 6.17
                   is in full force and effect; and

     (xvii)        Such other documents as any Lender or its counsel may have
                   reasonably requested, the form and substance of which
                   documents shall be acceptable to the parties and their
                   respective counsel.

     5.2.  CONDITIONS TO EACH ADVANCE, ISSUANCE OF FACILITY LETTER OF CREDIT 
AND CONTINUATION/CONVERSION.  The following conditions must be satisfied as a 
condition precedent to the making of an Advance (including Swing Line Loans), 
the issuance of a Facility Letter of Credit, or the continuation of a LIBOR 
Advance or conversion of an existing Advance into a LIBOR Advance:

        (i)        There exists no Default or Unmatured Default;


                                    -48-
<PAGE>

       (ii)        The representations and warranties contained in ARTICLE VI
                   are true and correct as of such Borrowing Date, Issuance
                   Date, or date of conversion and/or continuation as and to the
                   extent set forth therein, except to the extent any such
                   representation or warranty is stated to relate solely to an
                   earlier date, in which case such representation or warranty
                   shall be true and correct on and as of such earlier date and
                   except for Property Breaches, in which case the compliance
                   certificate shall contain a calculation of the financial
                   covenants with and without including the Property with
                   respect to which there is a Property Breach and demonstrate
                   compliance with such covenants both with and without
                   inclusion of such Property; and

      (iii)        All legal matters incident to the making of such Advance
                   shall be reasonably satisfactory to the Lenders and their
                   counsel.

     Each Borrowing Notice, Letter of Credit Request, and 
Conversion/Continuation Notice shall constitute a representation and warranty 
by the Borrower that the conditions contained in SECTIONS 5.2(i) and (ii) 
have been satisfied.  Borrower shall also furnish a duly completed compliance 
certificate in substantially the form of EXHIBIT E hereto (including all 
schedules or exhibits if applicable) as a condition to making an Advance or 
issuing a Facility Letter of Credit; provided that although the covenants in 
SECTION 7.21 must be satisfied at all times (and any deviations therefrom 
noted on the compliance certificate) the detailed calculations contained in 
Schedule I of the compliance certificate shall be based on the most recent 
quarterly information available.

                                 ARTICLE VI

                        REPRESENTATIONS AND WARRANTIES


     The Borrower represents and warrants to the Lenders that as of the date 
hereof, and as of each Borrowing Date, Issuance Date and each conversion 
and/or continuation (except as otherwise disclosed to and approved by the 
Required Lenders):
 
     6.1.  EXISTENCE.  It is duly organized, validly existing and in good 
standing under the laws of the State of Maryland, with its principal place of 
business in Chicago, Illinois, and is duly qualified as a foreign trust, 
properly licensed (if required), in good standing and has all requisite 
authority to conduct its business in each jurisdiction in which the laws of 
such jurisdiction requires it to be so qualified, except where the failure to 
be so qualified or to obtain such authority would not have a Material Adverse 
Effect. Each of its Subsidiaries and Investment Affiliates is duly organized, 
validly existing and in good standing under the laws of its jurisdiction of 
organization and has all requisite authority to conduct its business in each 
jurisdiction in which it owns 


                                    -49-
<PAGE>

Property, and except where the failure to be so qualified or to obtain such 
authority would not have a Material Adverse Effect, in each other 
jurisdiction in which it conducts business. 

     6.2.  AUTHORIZATION AND VALIDITY.  It has the power and authority and 
legal right to execute and deliver the Loan Documents and to perform its 
obligations thereunder.  The execution and delivery by it of the Loan 
Documents and the performance of its obligations thereunder have been duly 
authorized by proper proceedings, and the Loan Documents constitute legal, 
valid and binding obligations of the Borrower enforceable against it in 
accordance with their terms, except as enforceability may be limited by 
bankruptcy, insolvency or similar laws affecting the enforcement of 
creditors' rights generally and general principles of equity (regardless of 
whether enforcement is sought in a proceeding in equity or at law).

     6.3.  NO CONFLICT; GOVERNMENT CONSENT.  Neither the execution and 
delivery by it of the Loan Documents, nor the consummation of the 
transactions therein contemplated, nor compliance with the provisions thereof 
will violate in any material respect any law, rule, regulation, order, writ, 
judgment, injunction, decree or award binding on, respectively, the Borrower 
or any of its Subsidiaries or Qualifying Investment Affiliates or any of such 
entities' articles of incorporation, by-laws, certificate of limited 
partnership, partnership agreement or operating agreement, as the case may 
be, or the provisions of any indenture, declaration of trust, instrument or 
agreement to which any entity is a party or is subject, or by which it, or 
its Property, is bound, or conflict with or constitute a default thereunder, 
or result in the creation or imposition of any Lien in, of or on the Property 
of such entity pursuant to the terms of any such indenture, instrument or 
agreement.  No order, consent, approval, license, authorization, or 
validation of, or filing, recording or registration with, or exemption by, 
any governmental or public body or authority, or any subdivision thereof, is 
required to authorize, or is required in connection with the execution, 
delivery and performance of, or the legality, validity, binding effect or 
enforceability of, any of the Loan Documents.

     6.4.  FINANCIAL STATEMENTS; MATERIAL ADVERSE CHANGE.  The most recent 
consolidated financial statements of the Borrower and its Subsidiaries 
delivered to the Lenders prior to the date that this representation is made 
were prepared in accordance with GAAP in effect on the date such statements 
were prepared and fairly present the consolidated financial condition and 
operations of the Borrower and its Subsidiaries at such date and the 
consolidated results of their operations for the period then ended.  Since 
the date of such financial statements, there has been no change in the 
business, Property, results of operations or financial condition of the 
Borrower and its Subsidiaries which have or could be reasonably expected to 
have a Material Adverse Effect.

     6.5.  TAXES.  It, its Subsidiaries, and its Qualifying Investment 
Affiliates, have filed all United States federal tax returns and all other 
tax returns which are required to be filed and have paid all taxes due 
pursuant to said returns or pursuant to any 


                                    -50-
<PAGE>

assessment received by, respectively, the Borrower or any of its Subsidiaries 
except such taxes, if any, as are being contested in good faith and as to 
which adequate reserves have been provided. No tax liens have been filed and 
no claims are being asserted with respect to any such taxes.  The charges, 
accruals and reserves on the books of the Borrower and its Subsidiaries and 
to Borrower's knowledge, its Qualifying Investment Affiliates in respect of 
any taxes or other governmental charges are adequate.

     6.6.  LITIGATION AND CONTINGENT OBLIGATIONS.  Except as set forth on 
Schedule 7, there is no litigation, arbitration, governmental investigation 
or proceeding pending or, to the knowledge of any of its officers, threatened 
in a writing received by Borrower, a Subsidiary, or a Qualifying Investment 
Affiliate, against or affecting the Borrower or any of its Subsidiaries or 
Investment Affiliates which, if adversely determined, would have a Material 
Adverse Effect.  Except as disclosed on Schedule 8, it has no material 
contingent obligations not provided for or disclosed in the financial 
statements referred to in SECTION 7.1, which would have or could be 
reasonably expected to have a Material Adverse Effect.

     6.7.  SUBSIDIARIES.  SCHEDULE 1 hereto contains an accurate list of all 
of the presently existing Subsidiaries and Investment Affiliates of Borrower, 
setting forth their respective jurisdictions of formation, the percentage of 
their respective Capital Stock owned by it or its Subsidiaries, Properties 
owned and a description or its business and with respect to Investment 
Affiliates, whether such Investment Affiliate constitutes a Qualifying 
Investment Affiliate. All of the issued and outstanding shares of Capital 
Stock of such Subsidiaries and, to Borrower's knowledge, such Investment 
Affiliates have been duly authorized and issued and are fully paid and 
non-assessable.

     6.8.  ERISA.  The Unfunded Liabilities of all Single Employer Plans do 
not in the aggregate exceed $1,000,000.  Neither the Borrower nor any other 
member of the Controlled Group has incurred any withdrawal liability to 
Multiemployer Plans in excess of $250,000 in the aggregate.  If withdrawals 
from all Multiemployer Plans occurred, the liability would not exceed 
$250,000.  Each Plan and, to Borrower's knowledge, each Multiemployer Plan, 
complies in all material respects with all applicable requirements of law and 
regulations and Borrower and all members of the Controlled Group have 
complied in all material respects with ERISA and the Code with respect to 
each Plan.  No Reportable Event has occurred with respect to any Plan, 
neither the Borrower nor any other member of the Controlled Group has 
withdrawn from any Plan or Multiemployer Plan or initiated steps to do so, 
and no steps have been taken to reorganize or terminate any Plan or to 
Borrower's knowledge Multiemployer Plan.  Neither Borrower nor any member of 
the Controlled Group has any Plans or is a party to any collective bargaining 
agreements other than those listed on Schedule 4. There is no accumulated 
funding deficiency (as defined in Section 412 of the Code or Section 302 of 
ERISA) outstanding which could reasonably be expected to have a Material 
Adverse Effect, there is no lien outstanding under Section 412 of the Code or 
Section 302 of ERISA with respect to assets of Borrower or any member of the 
Controlled Group and no requirement to provide security under Section 
401(a)(29) of 


                                    -51-
<PAGE>

the Code or Section 307 of ERISA has been or is reasonably expected to be 
imposed on assets of Borrower or any member of the Controlled Group.  No 
liability to the PBGC or the Internal Revenue Service with respect to any 
Plan or Multiemployer Plan or trust related thereto has been or is reasonably 
expected to be incurred by Borrower or any member of the Controlled Group 
which could reasonably be expected to have a Material Adverse Effect. Neither 
Borrower nor any member of the Controlled Group has any contingent liability 
with respect to any post-retirement benefits under any "welfare plan" (as 
defined in Section 3(1) of ERISA) nor withdrawal liability or exit fee or 
charge with respect to any such post-retirement benefits under any welfare 
plan which could reasonably be expected to have a Material Adverse Effect. 
Throughout the term of the Loan, Borrower is not and will not be an "employee 
benefit plan" as defined in Section 3(32) of ERISA or a "governmental plan" 
within the meaning of Section 3(3) of ERISA, none of the assets of Borrower 
neither will constitute "plan assets" of one nor more plans for purposes of 
Title I of ERISA and Borrower will not be subject to state statutes 
applicable to Borrower regulating investments and fiduciary obligations with 
respect to governmental plans.

     6.9.  ACCURACY OF INFORMATION.  All factual information heretofore or 
contemporaneously furnished by or on behalf of Borrower or any of its 
Subsidiaries or Investment Affiliates to the Administrative Agent or any 
Lender for purposes of or in connection with this Agreement or any 
transaction contemplated hereby is, and all other such factual information 
hereafter furnished by or on behalf of Borrower or any of its Subsidiaries or 
Investment Affiliates to the Administrative Agent or any Lender will be, true 
and accurate (taken as a whole) on the date as of which such information is 
dated or certified and not incomplete by omitting to state any material fact 
necessary to make such information (taken as a whole) not misleading at such 
time.  There are no facts, events or conditions directly and specifically 
affecting Borrower, its Subsidiaries or any Investment Affiliate known to 
Borrower and not disclosed to Administrative Agent and the Documentation 
Agent or not disclosed in the information furnished by or on behalf of 
Borrower, its Subsidiaries or Investment Affiliates, which, in the aggregate, 
have or could be reasonably expected to have a Material Adverse Effect.

     6.10. REGULATION U.  It does not hold any margin stock (as defined in 
Regulation U).

     6.11. MATERIAL AGREEMENTS.  Neither it nor any Subsidiary or Qualifying 
Investment Affiliate is in default in the performance, observance or 
fulfillment of any of the obligations, covenants or conditions contained in 
(i) any agreement to which it is a party, which default could have a Material 
Adverse Effect, or (ii) except as disclosed on Schedule 9 any agreement or 
instrument evidencing or governing Indebtedness.

     6.12. COMPLIANCE WITH LAWS.  Except as set forth in Schedule 6 it and 
its Subsidiaries and Qualifying Investment Affiliates have complied in all 
material respects, to Borrower's knowledge, with all applicable statutes, 
rules, regulations, orders and restrictions of any domestic or foreign 
government or any instrumentality or agency thereof, having jurisdiction over 
the conduct of their respective businesses or 




                                    -52-

<PAGE>

the ownership of their respective Property except where such non-compliance 
would not have a Material Adverse Effect.  Except as disclosed on Schedule 6, 
neither Borrower, any Subsidiary, or any Qualifying Investment Affiliate, has 
received any written notice to the effect that its operations are not in 
material compliance with any of the requirements of applicable federal, state 
and local environmental, health and safety statutes and regulations or the 
subject of any federal or state remedial action responding to a release of 
any toxic or hazardous waste or substance into the environment, which 
non-compliance or remedial action could have a Material Adverse Effect.

     6.13. OWNERSHIP OF PROPERTIES.  On the date of this Agreement, Borrower 
and its Subsidiaries and  Qualifying Investment Affiliates will have good 
title, free of all Liens other than Permitted Liens, to all of the Property 
and assets reflected in the financial statements as owned by it and as set 
forth on SCHEDULE 2.

     6.14. INVESTMENT COMPANY ACT.  Neither Borrower nor any Subsidiary is an 
"investment company" or a company "controlled" by an "investment company", 
within the meaning of the Investment Company Act of 1940, as amended.

     6.15. PUBLIC UTILITY HOLDING COMPANY ACT.  Neither Borrower nor any 
Subsidiary is a "holding company" or a "subsidiary company" of a "holding 
company", or an "affiliate" of a "holding company" or of a "subsidiary 
company" of a "holding company", within the meaning of the Public Utility 
Holding Company Act of 1935, as amended.

     6.16. SOLVENCY.

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

       (ii)        It does not intend to, or to permit any of its 
Subsidiaries to incur debts beyond its ability to pay such debts as they 
mature, taking into account the timing of 


                                    -53-
<PAGE>

and amounts of cash to be received by it or any such Subsidiary and the 
timing of the amounts of cash to be payable on or in respect of its 
Indebtedness or the Indebtedness of any such Subsidiary.

     6.17. INSURANCE.  It and its Subsidiaries and the Qualifying Investment 
Affiliates carry insurance on their Properties with financially sound and 
reputable insurance companies, in such amounts, with such deductibles and 
covering such risks as are customarily carried by companies engaged in 
similar businesses and owning similar projects in localities where it and its 
Subsidiaries and the Qualifying Investment Affiliates operate, including, 
without limitation:

        (i)        Property and casualty insurance (including coverage for flood
                   and other water damage for any Property located in an area
                   identified by the Secretary of Housing and Urban Development
                   or any successor thereto as an area having special flood
                   hazards pursuant to the National Flood Insurance Act of 1968
                   or the Flood Disaster Protection Act of 1973, as amended, or
                   any successor law) in the amount of 100% of the replacement
                   cost of the improvements at the Property with a waiver of
                   depreciation;

       (ii)        Loss of rental income insurance in the amount not less than
                   one year's gross revenues from the Properties; and

      (iii)        Comprehensive general liability insurance in the amount of
                   $20,000,000 per occurrence.

     6.18. NYSE AND REIT STATUS.  The Borrower's common shares of beneficial 
interest are listed on the New York Stock Exchange and there is no proceeding 
pending to delist the Borrower's common shares of beneficial interest, and 
the Borrower is qualified as a real estate investment trust and currently is 
in compliance with all applicable provisions of the Code. 

     6.19. ENVIRONMENTAL MATTERS.  Except as disclosed in Schedule 5, each of 
the following representations and warranties is true and correct except to 
the extent that the facts and circumstances giving rise to any such failure 
to be so true and correct, in the aggregate, could not reasonably be expected 
to have a Material Adverse Effect:

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

       (ii)        To the knowledge of Borrower, the Properties of Borrower and
                   its Subsidiaries and Investment Affiliates and all operations
                   at the Properties are in compliance with all applicable
                   Environmental 


                                    -54-
<PAGE>


                   Laws, and there is no contamination at or under such 
                   Properties, or violation of any Environmental Law with 
                   respect to such Properties for which Borrower, its
                   Subsidiaries or Investment Affiliates is or could be liable.

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

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

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

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

     6.20. LICENSES, ETC.  Borrower, its Subsidiaries or the Qualifying 
Investment Affiliates have obtained and hold in full force and effect, all 
material trademarks, trade names, copyrights, licenses, permits, 
certificates, authorizations, qualifications, 


                                    -55-
<PAGE>

accreditations, easements, rights of way and other rights, consents and 
approvals which are necessary for the operation of the Properties.

     6.21. JUDGMENTS.  There are no judgments, decrees, or orders of any kind 
against Borrower, its Subsidiaries or any Qualifying Investment Affiliate 
unpaid of record which would have a Material Adverse Effect.

     6.22. PROPERTY MANAGER.  As of the date hereof, the manager of each 
Property is the Borrower or a Qualifying Investment Affiliate.

     6.23. UPDATED SCHEDULES.  The Borrower may at any time and from time to 
time update any Schedule to this Agreement by delivery to the Administrative 
Agent of a revised Schedule and, from and after the date of delivery of such 
updated Schedule to the Administrative Agent, and its approval by the 
Required Lenders, the representations and warranties of the Borrower 
hereunder shall be deemed to reflect such revised Schedule.

     6.24. UNENCUMBERED ASSETS.  SCHEDULE 2 hereto contains a complete and 
accurate description of Unencumbered Assets as of the Closing Date and as 
supplemented from time to time including the entity that owns each 
Unencumbered Asset.  With respect to each Property identified from time to 
time as an Unencumbered Asset, Borrower hereby represents and warrants as 
follows except to the extent disclosed in writing to the Lenders and approved 
by the Required Lenders (which approval shall not be unreasonably withheld):

                   (a)    No portion of any improvement on the Unencumbered
     Asset is located in an area identified by the Secretary of Housing and
     Urban Development or any successor thereto as an area having special flood
     hazards pursuant to the National Flood Insurance Act of 1968 or the Flood
     Disaster Protection Act of 1973, as amended, or any successor law, or, if
     located within any such area, Borrower or the respective Qualifying
     Investment Affiliate has obtained and will maintain the insurance
     prescribed in SECTION 6.17 hereof.

                   (b)    To the Borrower's knowledge, Borrower or the
     respective Qualifying Investment Affiliate has obtained all material
     certificates, licenses and other approvals, governmental and otherwise,
     necessary for the operation of the Unencumbered Asset and the conduct of
     its business and all required zoning, building code, land use,
     environmental and other similar permits or approvals which it is required
     to maintain, all of which are in full force and effect as of the date
     hereof and not subject to revocation, suspension, forfeiture or
     modification.

                   (c)    To the Borrower's knowledge, the Unencumbered Asset
     and the present use and occupancy thereof are in material compliance with
     all applicable zoning ordinances (without reliance upon adjoining or other
     properties), building codes, land use and Environmental Laws, laws relating
     to the disabled including, but not limited to, the Americans with
     Disabilities Act to 


                                    -56-
<PAGE>

     the extent applicable, and other similar laws ("Applicable Laws").

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

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

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

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

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

                   (i)    All improvements on the Unencumbered Asset lie within
     the boundaries and building restrictions of the legal description of record
     of the Unencumbered Asset, no such improvements encroach upon easements
     benefitting the Unencumbered Asset other than encroachments that do not
     materially adversely affect the use or occupancy of the Unencumbered Asset
     and no improvements on adjoining properties encroach upon the Unencumbered
     Asset or easements benefitting the Unencumbered Asset other than
     encroachments that do not materially adversely affect the use or occupancy
     of the Unencumbered Asset.  All amenities, access routes or other items
     that materially benefit the Unencumbered Asset are under direct control of
     Borrower or the respective Qualifying Investment Affiliate, constitute
     permanent easements that benefit all or part of the Unencumbered Asset or
     are public property, and the Unencumbered Asset, by virtue of such
     easements or 


                                    -57-
<PAGE>

     otherwise, is contiguous to a physically open, dedicated all weather public
     street, and has the necessary permits for ingress and egress.

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

                   (k)    The Unencumbered Asset is assessed for real estate tax
     purposes as one or more wholly independent tax lot or lots, separate from
     any adjoining land or improvements not constituting a part of such lot or
     lots, and no other land or improvements is assessed and taxed together with
     the Unencumbered Asset or any portion thereof.

                   (l)    With respect to those Unencumbered Assets in which
     Borrower or any Qualifying Investment Affiliate holds a leasehold estate
     under a Financeable Ground Lease, with respect to each such Financeable
     Ground Lease (i) Borrower or the respective Qualifying Investment Affiliate
     is the owner of a valid and subsisting interest as tenant under the
     Financeable Ground Lease; (ii) the Financeable Ground Lease is in full
     force and effect, unmodified and not supplemented by any writing or
     otherwise; (iii) all rent, additional rent and other charges reserved
     therein have been paid to the extent they are payable to the date hereof;
     (iv) Borrower or the respective Qualifying Investment Affiliate enjoys the
     quiet and peaceful possession of the estate demised thereby, subject to any
     sublease; (v) the Borrower or the respective Qualifying Investment
     Affiliate is not in default under any of the terms thereof and there are no
     circumstances which, with the passage of time or the giving of notice or
     both, would constitute an event of default thereunder; (vi) the lessor
     under the Financeable Ground Lease is not in default under any of the terms
     or provisions thereof on the part of the lessor to be observed or
     performed; (vii) the lessor under the Financeable Ground Lease has
     satisfied all of its repair or construction obligations, if any, to date
     pursuant to the terms of the Financeable Ground Lease; (viii) Schedule 2
     lists all the Financeable Ground Leases to which any of the Unencumbered
     Assets are subject and all amendments and modifications thereto; and (ix)
     the lessor indicated on Schedule 2 for each Financeable Ground Lease is the
     current lessor under the related Financeable Ground Lease.

     A breach of any of the representations and warranties contained in this
     SECTION 6.24 with respect to a Property shall disqualify unless otherwise
     approved by the Required Lenders, such Property from being an Unencumbered
     Asset but shall not constitute a Default (unless the elimination of such
     Property as an Unencumbered Asset results in a Default under one of the
     other provisions of this Agreement including without limitation
     SECTIONS 7.21(iii) or 7.21(iv)).

     6.25. YEAR 2000.  The Borrower has made a full and complete assessment of
the 


                                    -58-
<PAGE>

Year 2000 Issues and has a realistic and achievable program for remediating 
the Year 2000 Issues on a timely basis (the "Year 2000 Program").  Based on 
such assessment and on the Year 2000 Program, the Borrower does not 
reasonably anticipate that Year 2000 Issues will have a Material Adverse 
Effect.  Borrower agrees upon request of the Administrative Agent to complete 
a written assessment form concerning its Year 2000 Program.

                                 ARTICLE VII

                                  COVENANTS


     During the term of this Agreement, unless the Required Lenders shall 
otherwise consent in writing:

     7.1.  FINANCIAL REPORTING.  The Borrower will maintain, for themselves 
and each Subsidiary, and shall cause each Qualifying Investment Affiliate to 
maintain, a system of accounting established and administered in accordance 
with GAAP, and furnish to the Lenders:

        (i)        as soon as available, but in any event not later than 45 days
                   after the close of each fiscal quarter, for the Borrower an
                   unaudited consolidated balance sheet as of the close of each
                   such period and the related unaudited consolidated statements
                   of income and retained earnings and of cash flows of the
                   Borrower and its Subsidiaries for such period and the portion
                   of the fiscal year through the end of such period, setting
                   forth in each case in comparative form the figures for the
                   previous year, all certified by the Borrower's chief
                   financial officer or chief accounting officer;

       (ii)        As soon as available, but in any event not later than 45 days
                   after the close of each fiscal quarter, for the Borrower and
                   its Subsidiaries, related reports in form and substance
                   satisfactory to the Lenders, all certified by Borrower's
                   chief financial officer or chief accounting officer,
                   including a statement of Funds From Operations, a description
                   of Unencumbered Assets, a listing of capital expenditures (in
                   the level of detail as disclosed in Borrower's most recent
                   Form 10Q), a report listing and describing all newly acquired
                   Properties, including their cash flow, cost and secured or
                   unsecured Indebtedness assumed in connection with such
                   acquisition, if any, summary Property information for all
                   Properties, including, without limitation, their Property
                   Operating Income, occupancy rates, square footage, property
                   type and date acquired or built, and such other information
                   as may be requested to evaluate the quarterly compliance
                   certificate delivered as provided below;


                                    -59-
<PAGE>

      (iii)        As soon as publicly available but in no event later than one
                   Business Day after the date such reports are to be filed with
                   the Securities Exchange Commission, copies of all Form 10Ks,
                   10Qs, 8Ks, and any other annual, quarterly, monthly or other
                   reports, copies of all registration statements and any other
                   public information which the Borrower or any of its
                   Subsidiaries files with the Securities Exchange Commission
                   and to the extent any of such reports contains information
                   required under the other subsections of this SECTION 7.1, the
                   information need not be furnished separately under the other
                   subsections;

       (iv)        As soon as available, but in any event not later than 90 days
                   after the close of each fiscal year of the Borrower and its
                   Subsidiaries, reports in form and substance satisfactory to
                   the Lenders, certified by the Borrower's chief financial
                   officer or chief accounting officer containing Property
                   Operating Income for each individual Property;

        (v)        Not later than forty-five (45) days after the end of each of
                   the first three fiscal quarters, and not later than ninety
                   (90) days after the end of the fiscal year, a compliance
                   certificate in substantially the form of EXHIBIT E hereto
                   signed by the Borrower's chief financial officer or chief
                   accounting officer confirming that Borrower is in compliance
                   with all of the covenants of the Loan Documents, showing the
                   calculations and computations necessary to determine
                   compliance with the financial covenants contained in this
                   Agreement (including such schedules and backup information as
                   may be necessary to demonstrate such compliance) and stating
                   that to such officer's best knowledge, there is no other
                   Default or Unmatured Default exists, or if any Default or
                   Unmatured Default exists, stating the nature and status
                   thereof;

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


                                    -60-
<PAGE>

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

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

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

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

       (xi)        Not later than 45 days after the end of each quarter, a
                   report on the aging of receivables with respect to each of
                   the Properties (i.e. 0-29, 30-59, 60-89 and 90 or more days
                   past due) showing aggregate delinquencies for each of the
                   Properties (including a characterization of the type of
                   receivable) and trends for the prior four quarters; 

      (xii)        Not later than 45 days after the end of each quarter, an
                   unaudited financial statement for each Qualifying Investment
                   Affiliate that is not a Subsidiary that owns an Unencumbered
                   Asset; and

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

     7.2.  USE OF PROCEEDS.  (i)  The Borrower will use the proceeds of the 
Advances and the Facility Letters of Credit for the general business purposes 
of the Borrower, 


                                    -61-
<PAGE>

including working capital needs, closing costs, and interim or other 
financing for acquisitions of new Projects, construction of new improvements 
or expansions of existing improvements on Projects, and to repay outstanding 
Indebtedness; and (ii)  The Borrower will not, nor will it permit any 
Subsidiary to, use any of the proceeds of the Advances (x) to purchase or 
carry any "MARGIN STOCK" (as defined in Regulation U) or (y) to fund any 
tender offer for all or substantially all of another Person's outstanding 
Capital Stock registered with the Securities and Exchange Commission under 
the Securities Act of 1933, unless such Person shall have consented to such 
tender offer prior to its commencement and the Required Lenders shall have 
consented to such use of the proceeds of such Advance.

     7.3.  NOTICE OF DEFAULT.  The Borrower will give, and will cause each of 
its Subsidiaries and each Qualifying Investment Affiliate to give, prompt 
notice in writing to the Lenders of the occurrence of any Default or 
Unmatured Default and of any other development, financial or otherwise, which 
could be reasonably likely to have a Material Adverse Effect.

     7.4.  CONDUCT OF BUSINESS.  The Borrower will do, and will cause each of 
its Subsidiaries and Qualifying Investment Affiliates to do, all things 
necessary to remain duly incorporated and/or duly qualified, validly existing 
and in good standing as a real estate investment trust, corporation, general 
partnership, limited liability company or limited partnership, as the case 
may be, in its jurisdiction of incorporation/formation, except, with respect 
to any Subsidiary or any Qualifying Investment Affiliate having less than 
$10,000,000 of Market Capitalization, where the preservation of its corporate 
existence, in the good faith business judgment of the Borrower, is no longer 
in the best interests of the Borrower and the failure to preserve its 
corporate existence would not have a Material Adverse Effect and the 
elimination of its Properties from the calculation of financial covenant 
compliance would not cause a Default or an Unmatured Default.  The Borrower 
will maintain all requisite authority to conduct its business in each 
jurisdiction in which the Properties are located and, except where the 
failure to be so qualified would not have a Material Adverse Effect, in each 
jurisdiction required to carry on and conduct its businesses in substantially 
the same manner as it is presently conducted, and, specifically, neither the 
Borrower nor its Subsidiaries nor the Qualifying Investment Affiliates will 
undertake any business other than the acquisition, development, ownership, 
management, operation and leasing of warehouse/industrial properties and 
ancillary businesses specifically related thereto, except that the Borrower 
and its Subsidiaries and Qualifying Investment Affiliates may invest in other 
assets subject to the following limitations with respect to the specified 
categories of assets:


                                    -62-
<PAGE>

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
  CATEGORIES OF ASSETS                             TOTAL INVESTMENT LIMITATIONS
  --------------------                             ----------------------------
 <S>  <C>                                       <C>
  (i)   unimproved land                            7% of Market Capitalization

  (ii)  other property holdings (excluding         5% of Market Capitalization
        cash, Cash Equivalents, the
        Non-industrial Properties and
        Indebtedness of any Subsidiary or
        Qualifying Investment Affiliate to
        the Borrower and Indebtedness of CDC
        or CRS to the Borrower or any Wholly-
        owned Subsidiary incurred in
        connection with the construction of
        warehouse/industrial properties)
-------------------------------------------------------------------------------
  (iii) stock holdings other than in               5% of Market Capitalization
        Subsidiaries and Qualifying
        Investment Affiliates and CRS
        holdings in CDC
-------------------------------------------------------------------------------
  (iv)  mortgages other than Qualified             5% of Market Capitalization
        Mortgages
-------------------------------------------------------------------------------
  (v)   joint ventures and partnerships other     10% of Market Capitalization
        than investments in Qualifying
        Investment Affiliates
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

</TABLE>

The total investment in all the foregoing investment categories in the 
aggregate shall be less than or equal to twenty percent (20%) of Market 
Capitalization. In addition to the foregoing restrictions, (a) investments in 
unimproved land which is not adjacent to existing improvements and not under 
active planning for near term development as evidenced to the reasonable 
satisfaction of Administrative Agent shall not exceed 5% of Market 
Capitalization, (b) lessee's interests in operating leases pursuant to which 
Borrower, its Subsidiaries or Investment Affiliates operate any properties 
shall not exceed 10% of Market Capitalization, (c) no single industrial 
property investment shall exceed 10% of Market Capitalization, (d) the total 
estimated cost of completion of assets under construction, excluding pre-sold 
assets and Preleased Assets Under Development, shall not exceed 10% of Market 
Capitalization, and (e) the total loans, advances, and stock holdings of 
Borrower, its Subsidiaries, and the Qualifying Investment Affiliates in CDC 
shall not exceed 5% of Market Capitalization.  For the purposes of this 
SECTION 7.4, all investments shall be valued in accordance with GAAP.


                                    -63-
<PAGE>

     7.5.  TAXES.  The Borrower will pay, and will cause each of its 
Subsidiaries and Qualifying Investment Affiliates to pay, when due all taxes, 
assessments and governmental charges and levies upon them of their income, 
profits or Properties, except those which are being contested in good faith 
by appropriate proceedings and with respect to which adequate reserves have 
been set aside.

     7.6.  INSURANCE.  (i)  The Borrower will, and will cause each of its 
Subsidiaries and Qualifying Investment Affiliates to, maintain with 
financially sound and reputable insurance companies insurance on all its 
Property in such amounts and covering such risks as is consistent with sound 
business practice and in compliance with the representation in SECTION 6.17, 
and the Borrower will furnish to the Administrative Agent or any Lender upon 
request full information as to the insurance carried.   (ii)  The Borrower 
will promptly notify the Administrative Agent if there has been a termination 
of any insurance policy or a material change in coverage or of the credit 
rating of the insurer providing such coverage. 

     7.7.  COMPLIANCE WITH LAWS.  The Borrower will, and will cause each of 
its Subsidiaries and Qualifying Investment Affiliates to, be in material 
compliance, with all laws, rules and regulations and with all final orders, 
writs, judgments, injunctions, decrees or awards to which they may be subject.

     7.8.  MAINTENANCE OF PROPERTIES.  The Borrower will, and will cause each 
of its Subsidiaries and Qualifying Investment Affiliates to, do all things 
necessary to maintain, preserve, protect and keep its Property in good 
repair, working order and condition, and make all necessary and proper 
repairs, renewals and replacements so that their businesses carried on in 
connection therewith may be properly conducted at all times. 

     7.9.  INSPECTION.  Upon reasonable notice, the Borrower will, and will 
cause each of its Subsidiaries and Qualifying Investment Affiliates to, 
permit the Lenders, by their respective representatives and agents, to 
inspect any of the Properties, corporate books and financial records of the 
Borrower and each of its Subsidiaries and Qualifying Investment Affiliates, 
to examine and make copies of the books of accounts and other financial 
records of the Borrower and each of its Subsidiaries and Qualifying 
Investment Affiliates, and to discuss the affairs, finances and accounts of 
the Borrower and each of its Subsidiaries and Qualifying Investment 
Affiliates, and to be advised as to the same by, their respective officers at 
such reasonable times during normal business hours and reasonable intervals 
as the Lenders may reasonably designate.

     7.10. MAINTENANCE OF STATUS.  The Borrower shall at all times (i) 
maintain the listing of its common shares of beneficial interest on the New 
York Stock Exchange and not take any action that results in a proceeding to 
delist such common shares, and (ii) maintain its status as a real estate 
investment trust in compliance with all applicable provisions of the Code.


                                    -64-
<PAGE>

     7.11. DIVIDENDS.  Provided there is NOT a continuing Default under 
SECTION 8.1 or SECTION 8.2, and there is not a continuing Default under 
SECTION 8.3 relating to a breach of any of the covenants contained in 
SECTIONS 7.20 and 7.21, the Borrower shall be permitted to declare and pay 
dividends on their Capital Stock from time to time in amounts determined by 
the Borrower, PROVIDED, HOWEVER, that subject to the terms of the next 
sentence, in no event shall the Borrower declare or pay dividends on their 
Capital Stock if dividends paid in any period of four fiscal quarters, in the 
aggregate, would exceed 90% of Funds From Operations for such period.  
Notwithstanding the foregoing, unless at the time of distribution there 
exists a Default in the payment of principal, interest, or the Commitment 
Fee, the Borrower shall be permitted to distribute whatever amount of 
dividends is necessary to maintain its tax status as a real estate investment 
trust.

     7.12. MERGER; SALE OF ASSETS.  The Borrower will not, nor will it permit 
any of its Subsidiaries or Qualifying Investment Affiliates to, enter into 
any merger, consolidation, reorganization or liquidation or transfer or 
otherwise dispose of all or a portion of their Property if such disposition 
would constitute a "Restricted Disposition," except for (i) such transactions 
that occur between Wholly-Owned Subsidiaries, (ii) transactions where 
Borrower is the surviving entity and there is no change in business conducted 
or loss of an investment grade rating on such entity's long-term unsecured 
debt and no other Default results from such transaction, or (iii) 
transactions that are approved in advance in writing by the Lenders.  For 
purposes of this SECTION 7.12, a "RESTRICTED DISPOSITION" shall mean any 
disposition of assets (exclusive of Like-Kind Exchanges of one 
industrial/warehouse property for another and dispositions of Non-industrial 
Properties) if such disposition is of assets that (i) when aggregated with 
all other assets of the Borrower, its Subsidiaries and Qualifying Investment 
Affiliates previously disposed of during the fiscal year (exclusive of 
Like-Kind Exchanges of one industrial/warehouse property for another and 
dispositions of Non-industrial Properties), comprise more than 10% of Market 
Capitalization for the most recent available quarter or (ii) when aggregated 
with all other assets of the Borrower, its Subsidiaries and Qualifying 
Investment Affiliates previously disposed of (exclusive of Like-Kind 
Exchanges of one industrial/warehouse property for another and dispositions 
of Non-industrial Properties) from November 13, 1997 to the date of such sale 
comprise 25% or more of Market Capitalization for the most recent available 
quarter.


                                    -65-
<PAGE>

     7.13. TRANSFERS OF UNENCUMBERED ASSETS.  Neither the Borrower nor any of 
its Qualifying Investment Affiliates shall transfer or otherwise dispose of 
(other than the creation or incurrence of Liens permitted under SECTION 7.16) 
an Unencumbered Asset (excluding its Non-industrial Properties) without the 
prior written consent of Lenders holding 51% or more of the Aggregate 
Commitment if such Unencumbered Asset, together with any other Unencumbered 
Assets (excluding the Non-industrial Properties) which have been disposed of 
during the period of four fiscal quarters ending with the quarter during 
which such transfer occurs, have a value which exceeds 20% of the Value of 
Unencumbered Assets (as determined at the beginning of such four quarter 
period and increased to reflect the acquisition of Unencumbered Assets during 
such four quarter period) or if such transfer would result in a violation of 
the covenants contained in SECTIONS 7.20 and 7.21.

     7.14. OWNERSHIP AND CONTROL OF BORROWER.  The Borrower's management 
(president, vice president, senior vice president, secretary, treasurer, 
executive vice president, chief financial officer or chief executive officer) 
and directors shall directly or indirectly control the ownership (which shall 
include vested options) of a minimum 550,000 common shares of the Borrower 
adjusted for stock splits, provided that if Borrower's management and 
directors fail to maintain such ownership, such failure shall not constitute 
a Default unless such failure continues for six months without approval by 
the Required Lenders of such lower level of ownership.

     7.15. SUBSIDIARIES AND QUALIFYING INVESTMENT AFFILIATES.  In the event 
that Borrower shall, directly or indirectly, transfer or otherwise dispose of 
the Capital Stock (other than intercompany transfers where following such 
transfer the assets of the Subsidiary or Qualifying Investment Affiliate 
still meet the requirements for being an Unencumbered Asset) or other 
ownership interests in any Subsidiaries or Qualifying Investment Affiliates, 
such transfer or disposal shall be treated as though the applicable 
Subsidiary or Qualifying Investment Affiliate had disposed of its assets for 
purposes of determining whether such disposition is a Restricted Disposition 
as defined in SECTION 7.12 or whether such disposition requires a written 
consent of Lenders pursuant to SECTION 7.13.

     7.16.         LIENS.  The Borrower will not, nor will it permit any of 
its Subsidiaries or Qualifying Investment Affiliates to, create, incur, or 
suffer to exist any Lien in, of or on the Property of the Borrower or any of 
their Subsidiaries or Qualifying Investment Affiliates except:

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


                                    -66-
<PAGE>

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

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

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

        (v)        Liens of any Subsidiary or Investment Affiliate in favor of
                   the Borrower;

       (vi)        Liens existing on the date hereof and described in SCHEDULE 3
                   hereto; and

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

Liens permitted pursuant to this SECTION 7.16 shall be deemed to be 
"PERMITTED LIENS".

     7.17. AFFILIATES.  The Borrower will not, nor will it permit any of its 
Subsidiaries or Qualifying Investment Affiliates to, enter into any 
transaction (including, without limitation, the purchase or sale of any 
Property or service) with, or make any payment or transfer to, any Affiliate 
except in the ordinary course of business and pursuant to the reasonable 
requirements of the Borrower's or such Subsidiary's or Qualifying Investment 
Affiliate's business and upon fair and reasonable terms no less favorable to 
the Borrower or such Subsidiary or Qualifying Investment Affiliate than the 
Borrower or such Subsidiary or Qualifying Investment Affiliate would obtain 
in a comparable arms-length transaction.


                                    -67-
<PAGE>

     7.18. INTEREST RATE HEDGING.  The Borrower will not enter into or remain 
liable upon, nor will it permit any Subsidiary or Qualifying Investment 
Affiliate to enter into or remain liable upon, any agreements, devices or 
arrangements designed to protect at least one of the parties thereto from the 
fluctuations of interest rates, exchange rates or forward rates applicable to 
such party's assets, liabilities or exchange transactions, including, but not 
limited to, interest rate exchange agreements, forward currency exchange 
agreements, interest rate cap or collar protection agreements, forward rate 
currency or interest rate options unless such agreement, device or 
arrangement was entered into by the Borrower, a Subsidiary or Qualifying 
Investment Affiliate in the ordinary course of its business for the purpose 
of hedging interest rate risk to the Borrower, a Subsidiary or Qualifying 
Investment Affiliate.

     7.19. VARIABLE INTEREST INDEBTEDNESS.  The Borrower shall not at any 
time permit the outstanding principal balance of Indebtedness of the Borrower 
and its Subsidiaries or Qualifying Investment Affiliates which bears interest 
at an interest rate that is not fixed through the maturity date of such 
Indebtedness ("Variable Rate Debt") to exceed $250,000,000, unless the amount 
in excess of $250,000,000 is covered by interest rate caps or other interest 
rate protection products reasonably satisfactory to the Required Lenders.  
Notwithstanding the foregoing, Borrower shall be entitled to exclude up to 
$75,000,000 of tax exempt bonds from the calculation of Variable Rate Debt.

     7.20. CONSOLIDATED NET WORTH.  The Borrower as of the last day of any 
fiscal quarter, shall maintain a Consolidated Net Worth of not less than the 
sum of (i) $308,000,000 plus (ii) seventy-five percent (75%) of the aggregate 
proceeds received by the Borrower (net of customary related fees and 
expenses) in connection with any offering of stock in the Borrower after July 
1, 1998.

     7.21. INDEBTEDNESS AND CASH FLOW COVENANTS.  The Borrower shall not at 
any time permit:

        (i)        the ratio of EBITDA to Fully Diluted Debt Service to
                   be less than 2.00 to 1.0 for the quarter then ended;

       (ii)        Consolidated Total Indebtedness to exceed fifty
                   percent (50%) of Market Capitalization;

      (iii)        the Value of Unencumbered Assets to be less than 1.75
                   times the Consolidated Senior Unsecured Indebtedness;


                                    -68-
<PAGE>

       (iv)        the ratio obtained by dividing:  (a) the Property
                   Operating Income after deducting (without
                   duplication) the Capital Expenditure Reserve Amount
                   and an assumed management fee equal to 4% of gross
                   revenues (excluding tenant reimbursements) from all
                   Unencumbered Assets qualifying for inclusion in the
                   calculation of Value of Unencumbered Assets for such
                   quarter by (b) that portion of Debt Service
                   attributable to Consolidated Unsecured Indebtedness
                   plus (without duplication) Borrower's pro rata share
                   (based on economic interest) of Debt Service for such
                   quarter attributable to unsecured indebtedness of
                   Qualifying Investment Affiliates that own assets
                   qualifying for inclusion in the calculation of Value
                   of Unencumbered Assets to be less than 2.00 to 1.0
                   for the quarter then ended; and

        (v)        Consolidated Secured Indebtedness to exceed thirty
                   percent (30%) of Market Capitalization.

     7.22. ENVIRONMENTAL MATTERS.  The Borrower will, and will cause each of 
its Subsidiaries and Qualifying Investment Affiliates to:

        (i)        be in material compliance with, and use its
                   reasonable efforts to ensure material compliance by
                   all tenants and subtenants, if any, with, all
                   applicable Environmental Laws and obtain and be in
                   material compliance with and maintain, and use its
                   reasonable efforts to ensure that all tenants and
                   subtenants obtain and be in material compliance with
                   and maintain, all material licenses, approvals,
                   notifications, registrations or permits required by
                   applicable Environmental Laws;


                                    -69-
<PAGE>

       (ii)        conduct and complete, or will use its reasonable
                   efforts to cause its tenants or subtenants to conduct
                   and complete, all investigations, studies, sampling
                   and testing, and all remedial, removal and other
                   actions required under Environmental Laws and
                   promptly comply in all material respects with all
                   lawful orders and directives of all Governmental
                   Authorities applicable to Borrower, its Subsidiaries
                   or Qualifying Investment Affiliates or their
                   respective Properties regarding Environmental Laws,
                   except to the extent that (a) the same are being
                   contested in good faith by appropriate proceedings
                   and the pendency of such proceedings could not be
                   reasonably expected to have a Material Adverse
                   Effect, or (b) the Borrower has determined in good
                   faith that contesting the same is not in the best
                   interests of the Borrower and its Subsidiaries and
                   the failure to contest the same could not be
                   reasonably expected to have a Material Adverse
                   Effect;

      (iii)        defend, indemnify and hold harmless the
                   Administrative Agent, the Documentation Agent and
                   each Lender, and their respective employees, agents,
                   officers and directors, from and against any claims,
                   demands, penalties, fines, liabilities, settlements,
                   damages, costs and expenses arising out of, or in any
                   way relating to the violation of, noncompliance with
                   or liability under any Environmental Laws applicable
                   to the operations of the Borrower, its Subsidiaries
                   and Qualifying Investment Affiliates or the
                   Properties for which the Borrower, its Subsidiaries
                   or Qualifying Investment Affiliates are liable or
                   could reasonably be expected to be liable, including,
                   without limitation, reasonable attorney's and
                   consultant's fees, investigation and laboratory fees,
                   response costs, court costs and litigation expenses,
                   except to the extent that any of the foregoing arise
                   out of the gross negligence or willful misconduct of
                   the party seeking indemnification therefor.  This
                   indemnity shall continue in full force and effect
                   regardless of the termination of this Agreement; and


                                    -70-
<PAGE>

       (iv)        prior to the acquisition of a new Property after the
                   Closing Date, perform or cause to be performed an
                   environmental investigation, which investigation
                   shall at a minimum comply with the specifications and
                   procedures attached hereto as EXHIBIT H.  In
                   connection with any such investigation, Borrower
                   shall cause to be prepared a report of such
                   investigation and make it available to the
                   Administrative Agent, and any Lender may request that
                   Administrative Agent obtain a copy of such report. 
                   Such report shall be reasonably satisfactory in form
                   and substance to the Administrative Agent.

     7.23. NOTIFICATION OF RATING CHANGE.  The Borrower shall notify the 
Administrative Agent promptly (but no later than ten days following the 
occurrence of any of the following events) if there is any change in the 
rating assigned to Borrower's long term unsecured debt (regardless of whether 
any such debt is outstanding) or Facility rating from Moody's or S&P or any 
substitute rating agency of either of such ratings. 

     7.24. MAXIMUM REVENUE FROM SINGLE TENANT.  Borrower shall not permit the 
rent revenue (exclusive of tenant reimbursements) received from a single 
tenant during any quarter (as annualized), to exceed 5% of Market 
Capitalization as of the last day of such quarter.

     7.25. NEGATIVE PLEDGE.  Borrower agrees that throughout the term of this 
Facility, no "negative pledge" on Unencumbered Assets shall be given to any 
other lender.

     7.26. MANAGER.  The Properties (other than the Non-industrial 
Properties) shall at all times be managed by the Borrower or a Qualifying 
Investment Affiliate.

     7.27. ACCELERATION NOTICE.  Borrower agrees that it shall, within ten 
(10) days after receipt of written notice that any Indebtedness aggregating 
$5,000,000 or more of Borrower or any Subsidiary or Qualifying Investment 
Affiliate has been accelerated, provide written notice to the Administrative 
Agent of such acceleration.


                                    -71-

<PAGE>

     7.28. LIEN SEARCHES; TITLE SEARCHES.  Borrower shall, upon the 
Administrative Agent's request therefor given from time to time, but not more 
frequently than once during the term of this Facility, unless a Default shall 
have occurred and be continuing or such Title Search indicates a Lien other 
than a Permitted Lien or another state of facts not reasonably satisfactory 
to the Administrative Agent and the Required Lenders, pay for (a) reports of 
UCC, tax lien, judgment and litigation searches with respect to Borrower and 
each Qualifying Investment Affiliate that owns an Unencumbered Asset, and (b) 
searches of title to each of the Properties which are Unencumbered Assets 
(each, a "Title Search").  All Title Searches and lien searches required 
under this Agreement shall be conducted by search firms designated by 
Administrative Agent in each of the locations designated by the 
Administrative Agent.

     7.29. ADDITIONAL COVENANTS.   Borrower will not engage in or knowingly 
permit any illegal activities at any Property.

     7.30. CALCULATION OF FINANCIAL COVENANTS UPON PROPERTY BREACHES.  In the 
event of a breach of a representation or warranty under ARTICLE VI or of a 
covenant under SECTION 7.5, 7.6, 7.7, 7.8, 7.16, 7.22 or 7.26 (which relates 
to a Property and which does not have a Material Adverse Effect (a "Property 
Breach")), or if there are environmental disclosures concerning a Property 
contained in Schedule 5, Borrower shall be required to demonstrate financial 
covenant compliance under applicable provisions of ARTICLE VII both with and 
without the affected Property for as long as such breach or condition shall 
exist.

                                ARTICLE VIII

                                  DEFAULTS


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

     8.1.  Nonpayment of any principal payment on any Note when due and 
payable.

     8.2.  Nonpayment of (i) interest upon any Note, any Facility Fee, 
Administrative Agent's Fee or Facility Letter of Credit Fee, under any of the 
Loan Documents within five (5) Business Days after the same becomes due or 
(ii) any other payment Obligation under any of the Loan Documents within five 
(5) Business Days of Borrower's receipt of written notice.


                                    -72-
<PAGE>

     8.3.  The breach of any of the terms or provisions of SECTIONS 7.1(iii), 
(iv) and (v), 7.2(ii), 7.6(i) (to the extent such breach relates to a 
cancellation of an insurance policy or Borrower's failure to pay the required 
premium to renew a policy), 7.6(ii), 7.10, 7.11, 7.12, 7.13, 7.14, 7.16, 
7.18, 7.20, 7.21 or 7.25, or a breach of any of the terms or provisions of 
SECTION 7.1 (other than as set forth above) which remains uncured for ten 
(10) business days.

     8.4.  Any representation or warranty made or deemed made by or on behalf 
of the Borrower or any of its Subsidiaries to the Lenders or the 
Administrative Agent under or in connection with this Agreement (other than 
SECTION 6.24 and a Property Breach unless such breach causes a Default under 
another provision of this ARTICLE VIII), any Loan, or any certificate or 
information delivered in connection with this Agreement or any other Loan 
Document shall be materially false on the date as of which made.

     8.5.  The breach (other than a breach which constitutes a Default under 
SECTION 8.1, 8.2, 8.3 or 8.4 and other than a Property Breach) of any of the 
other terms or provisions of this Agreement which is not remedied within 
thirty (30) days or ninety (90) days, for a breach which is curable but 
cannot be cured within 30 days but is being diligently cured, after the 
earlier to occur of the breach or receipt of written notice from the 
Administrative Agent or any Lender.

     8.6.  Failure of the Borrower, any Qualifying Investment Affiliate (to 
the extent the Indebtedness is recourse to Borrower or any Subsidiary) or any 
of its Subsidiaries to pay when due (after applicable cure periods) any 
Indebtedness aggregating in excess of $5,000,000 for which liability is not 
limited to specific pledged collateral.

     8.7.  The Borrower, any Qualifying Investment Affiliate that is not a 
Subsidiary having a Market Capitalization which is more than 3% of Market 
Capitalization, or any Subsidiary having more than $10,000,000 of Market 
Capitalization shall (i) have an order for relief entered with respect to it 
under the Federal bankruptcy laws as now or hereafter in effect, (ii) make an 
assignment for the benefit of creditors, (iii) apply for, seek, consent to, 
or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, 
liquidator or similar official for it or any Substantial Portion of its 
Property, (iv) institute any proceeding seeking an order for relief under the 
Federal bankruptcy laws as now or hereafter in effect or seeking to 
adjudicate it as a bankrupt or insolvent, or seeking dissolution, winding up, 
liquidation, reorganization, arrangement, adjustment or composition of it or 
its debts under any law relating to bankruptcy, insolvency or reorganization 
or relief of debtors or fail to file an answer or other pleading denying the 
material allegations of any such proceeding filed against it, (v) take any 
corporate action to authorize or effect any of the foregoing actions set 
forth in this SECTION 8.7, (vi) fail to contest in good faith any appointment 
or proceeding described in SECTION 8.8 or (vii) not pay, or admit in writing 
its inability to pay, its debts generally as they become due.


                                    -73-
<PAGE>

     8.8.  A receiver, trustee, examiner, liquidator or similar official 
shall be appointed for the Borrower, any Qualifying Investment Affiliate that 
is not a Subsidiary having a Market Capitalization which is more than 3% of 
Market Capitalization, or any Subsidiary having more than $10,000,000 of 
Market Capitalization or any Substantial Portion of its Property, or a 
proceeding described in SECTION 8.7(iv) shall be instituted against the 
Borrower any Qualifying Investment Affiliate or any such Subsidiary and such 
appointment continues undischarged or such proceeding continues undismissed 
or unstayed for a period of sixty (60) consecutive days.

     8.9.  Any court, government or governmental agency shall condemn, seize 
or otherwise appropriate, or take custody or control of (each a 
"CONDEMNATION"), all or any portion of the Properties of the Borrower and its 
Subsidiaries and Qualifying Investment Affiliates which, when taken together 
with all other Property of the Borrower and its Subsidiaries and Qualifying 
Investment Affiliates so condemned, seized, appropriated, or taken custody or 
control of, during the twelve-month period ending with the month in which any 
such Condemnation occurs, constitutes a Substantial Portion of their Property.

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

     8.11. The Borrower or any other member of the Controlled Group shall 
have been notified by the sponsor of a Multiemployer Plan, the PBGC or other 
party that it has incurred withdrawal liability or is in default of payments 
to such Multiemployer Plan in an amount which, when aggregated with all other 
amounts required to be paid to Multiemployer Plans by the Borrower or any 
other member of the Controlled Group as withdrawal liability (determined as 
of the date of such notification) or amounts in default, exceeds $250,000 or 
requires payments exceeding $100,000 per annum.

     8.12. The Borrower or any other member of the Controlled Group shall 
have been notified by the sponsor of a Multiemployer Plan or the PBGC or 
other party that such Multiemployer Plan is in reorganization or is being 
terminated, within the meaning of Title IV of ERISA, if as a result of such 
reorganization or termination the aggregate annual contributions of the 
Borrower and the other members of the Controlled Group (taken as a whole) to 
all Multiemployer Plans which are then in reorganization or being terminated 
have been or will be increased over the amounts contributed to such 
Multiemployer Plans for the respective plan years of each such Multiemployer 
Plan immediately preceding the plan year in which the reorganization or 
termination occurs by an amount exceeding $250,000 per year.


                                    -74-
<PAGE>

     8.13. (i)  A Reportable Event shall occur with respect to a Plan, or 
(ii) any Plan shall incur an accumulated funding deficiency (as defined in 
Section 412 of the Code or Section 302 of ERISA), whether or not waived, or 
fail to make a required installment payment on or before the due date under 
Section 412 of the Code or Section 302 of ERISA, or (iii) Borrower or a 
member of the Controlled Group shall have engaged in a nonexempt prohibited 
transaction under Section 4975 of the Code or Section 406 of ERISA, or (iv) 
Borrower or any member of the Controlled Group shall fail to pay when due an 
amount which it shall have become liable to pay to the PBGC, or any Plan, any 
Multiemployer Plan, or (v) Borrower or any member of the Controlled Group 
shall have received a notice from the PBGC of its intention to terminate a 
Plan or to appoint a trustee to administer a Plan, or Multiemployer Plan, or 
a condition exists by reason of which the PBGC would be entitled to obtain a 
decree adjudicating that a Plan must be terminated, or (vi) any other event 
or condition shall occur or exist with respect to any employee benefit plan 
(as defined in Section 3(3) of ERISA) or Plan or any Multiemployer Plan, 
which could reasonably be expected to subject Borrower or any member of the 
Controlled Group to any tax, penalty or other liability or the imposition of 
any lien or security interest on Borrower or any member of the Controlled 
Group, provided, however, that any event or circumstance in SECTIONS 8.13(i) 
through (vi) shall only be an Event of Default if it would result in 
liability to Borrower in excess of $250,000 per year; or (vii) the assets of 
Borrower become or are deemed to be assets of an employee benefit plan (as 
defined in Section 3(3) of ERISA or a plan as defined in Section 4975 of the 
Code).  No Default under this SECTION 8.13 shall be deemed to have been or be 
waived or corrected because of any disclosure by Borrower.

     8.14. Failure to remediate within the time period required by law or 
governmental order, (or within a reasonable time in light of the nature of 
the problem if no specific time period is so established), environmental 
problems in violation of applicable law (i) related to Properties of the 
Borrower and its Subsidiaries and the Qualifying Investment Affiliates if the 
affected Properties have an aggregate book value in excess of $10,000,000 or 
(ii) where the estimated cost of remediation is in the aggregate in excess of 
$500,000, in each case after all administrative hearings and appeals have 
been concluded.

     8.15. The occurrence of any default under any Loan Document other than 
this Agreement or the breach of any of the terms or provisions of any Loan 
Document other than this Agreement, which default or breach continues beyond 
any period of grace therein provided.

                                 ARTICLE IX

                ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES


                                    -75-
<PAGE>

     9.1.  ACCELERATION.  If any Default described in SECTION 8.7 or 8.8 
occurs with respect to the Borrower or any Subsidiary or Qualifying 
Investment Affiliate, the obligations of the Lenders to make Loans and of the 
Issuing Bank to issue Facility Letters of Credit hereunder shall 
automatically terminate and the Obligations shall immediately become due and 
payable without any election or action on the part of the Administrative 
Agent or any Lender.  If any other Default occurs and is continuing, the 
Required Lenders may terminate or suspend the obligations of the Lenders to 
make Loans hereunder and to issue Facility Letters of Credit, or declare the 
Obligations to be due and payable, or both, whereupon the Obligations shall 
become immediately due and payable, upon written notice to the Borrower.

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

     If, within forty-five (45) days after acceleration of the maturity of 
the Obligations or termination of the obligations of the Lenders to make 
Loans hereunder or to issue Facility Letters of Credit as a result of any 
Default (other than any Default as described in SECTION 8.7 or 8.8 with 
respect to the Borrower) and before any judgment or decree for the payment of 
the Obligations shall have been obtained or entered, the Required Lenders (in 
their sole discretion) may direct, the Administrative Agent shall, by notice 
to the Borrower, rescind and annul such acceleration and/or termination.

     9.2.  AMENDMENTS, WAIVERS, DECISIONS.  Subject to the provisions of this 
ARTICLE IX and the right of the Borrower, solely with the agreement of the 
Administrative Agent and such new banks or existing Lenders as may provide 
new or increased Commitments, to increase the Aggregate Commitment as 
described in SECTION 2.24 above, the Required Lenders (or the Administrative 
Agent with the consent or direction in writing of the Required Lenders) and 
the Borrower may enter into agreements supplemental hereto for the purpose of 
adding or modifying any provisions to the Loan Documents or changing in any 
manner the rights of the Lenders or the Borrower hereunder, or waiving any 
Default hereunder; PROVIDED, HOWEVER, that no such supplemental agreement 
shall, without the consent of all Lenders:


                                    -76-
<PAGE>

        (i)        Extend the Facility Termination Date or forgive all or any
                   portion of the principal amount of any Loan or accrued
                   interest thereon or the Commitment Fee, reduce the Applicable
                   Margins on the underlying interest rate options or otherwise
                   modify or add to such interest rate options, or extend the
                   time of payment of any of the Obligations.

       (ii)        Reduce the percentage specified in the definition of Required
                   Lenders or  change any provision that currently requires an
                   approval from the Required Lenders, all Lenders or the
                   specific Lender affected, to approval by a different
                   standard.

      (iii)        Increase the amount of the Aggregate Commitment beyond
                   $350,000,000.

       (iv)        Permit the Borrower to assign its rights under this
                   Agreement.

        (v)        Amend SECTION 2.2, 2.3, 3.8(a), 12.2, or this SECTION 9.2.

       (vi)        Release or limit the liability of Borrower or any guarantor
                   with respect to the Obligations.

Notwithstanding the foregoing, no amendment of Section 7.21(iii) or 7.21(iv) 
or any of the definitions included within such covenants shall be effective 
without the consent of Lenders having at least 90.1% of the Aggregate 
Commitment (not held by Defaulting Lenders who are not entitled to vote) or 
if the Aggregate Commitment has been terminated, holding at least 90.1% of 
the aggregate unpaid principal amount of the outstanding Advances  (not held 
by Defaulting Lenders who are not entitled to vote).

No amendment of any provision of this Agreement relating to the 
Administrative Agent shall be effective without the written consent of the 
Administrative Agent, and no amendment increasing the Commitment of any 
Lender shall be effective without the written consent of such Lender.

     9.3.  PRESERVATION OF RIGHTS.  No delay or omission of the Lenders or 
the Administrative Agent to exercise any right under the Loan Documents shall 
impair such right or be construed to be a waiver of any Default or an 
acquiescence therein, and the making of a Loan notwithstanding the existence 
of a Default or the inability of the Borrower to satisfy the conditions 
precedent to such Loan shall not constitute any waiver or acquiescence.  Any 
single or partial exercise of any such right shall not preclude other or 
further exercise thereof or the exercise of any other right, and no waiver, 
amendment or other variation of the terms, conditions or provisions of the 
Loan Documents whatsoever shall be valid unless in writing signed by the 
Lenders required pursuant to SECTION 9.2, and then only to the extent in such 
writing specifically set forth.  All remedies contained in the Loan Documents 
or by law afforded shall be cumulative and all shall be available to the 
Administrative Agent and the Lenders until the Obligations have been paid in 
full.


                                    -77-
<PAGE>

                                  ARTICLE X

                              GENERAL PROVISIONS


     10.1.  SURVIVAL OF REPRESENTATIONS.  All representations and warranties 
of the Borrower contained in this Agreement shall survive delivery of the 
Notes and the making of the Loans herein contemplated.

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

     10.3.  TAXES.  Any taxes (excluding federal, state and local income or 
franchise or other similar taxes on the overall net income of any Lender) or 
other similar assessments or charges made by any governmental or revenue 
authority in respect of the Loan Documents shall be paid by the Borrower, 
together with interest and penalties, if any.

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

     10.5.  ENTIRE AGREEMENT.  The Loan Documents embody the entire agreement 
and understanding among the Borrower, the Administrative Agent, the 
Documentation Agent and the Lenders and supersede all prior commitments, 
agreements and understandings among the Borrower, the Administrative Agent, 
the Documentation Agent and the Lenders relating to the subject matter 
thereof, except for the agreement of the Borrower to pay certain fees to the 
Administrative Agent and the Documentation Agent and the agreement of the 
Administrative Agent to pay certain fees to the Lenders.

     10.6.  SEVERAL OBLIGATIONS; BENEFITS OF THIS AGREEMENT.  The respective 
obligations of the Lenders hereunder are several and not joint and no Lender 
shall be the partner or agent of any other (except to the extent to which the 
Administrative Agent is authorized to act as such).  The failure of any 
Lender to perform any of its obligations hereunder shall not relieve any 
other Lender from any of its obligations hereunder.  This Agreement shall not 
be construed so as to confer any right or benefit upon any Person other than 
the parties to this Agreement and their respective successors and assigns.


                                    -78-
<PAGE>

     10.7.  EXPENSES; INDEMNIFICATION.  The Borrower shall reimburse the 
Arrangers and Administrative Agent on demand for any costs, and reasonable 
out-of-pocket expenses (including, without limitation, all reasonable fees 
for consultants and reasonable fees and expenses for attorneys for the 
Arrangers and Administrative Agent (without duplication), which attorneys may 
be employees of the Arrangers or Administrative Agent) paid or incurred by 
the Arrangers (whether in their capacity as arrangers, or, in the case of 
First Chicago, in its capacity as Administrative Agent) in connection with 
the preparation, negotiation, execution, delivery, amendment or modification 
of the Loan Documents.  The Borrower also agrees to reimburse the Arrangers, 
Administrative Agent, and the Lenders for any costs, internal charges and 
reasonable out-of-pocket expenses (including, without limitation, all 
reasonable fees and expenses for attorneys for the Arrangers, Administrative 
Agent and the Lenders, which attorneys may be employees of the Arrangers or 
the Lenders) paid or incurred by the Arrangers or Administrative Agent 
(whether in their capacity as arrangers, or, in the case of First Chicago, in 
its capacity as Administrative Agent) or any Lender in connection with the 
collection and enforcement of the Loan Documents (including, without 
limitation, any workout).  The Borrower further agrees to indemnify the 
Administrative Agent, the Arrangers and each Lender and their directors, 
officers and employees against all losses, claims, damages, penalties, 
judgments, liabilities and reasonable expenses (including, without 
limitation, all expenses of litigation or preparation therefor whether or not 
such entity is a party thereto) which any of them may pay or incur arising 
out of or relating to this Agreement, the other Loan Documents, the 
Properties, the transactions contemplated hereby or the direct or indirect 
application or proposed application of the proceeds of any Loan hereunder, 
other than liability arising from the gross negligence or wilful misconduct 
of the party being indemnified.  The obligations of the Borrower under this 
SECTION 10.7 shall survive for two years after the termination of this 
Agreement.

     10.8.  NUMBERS OF DOCUMENTS.  All statements, notices, closing 
documents, and requests hereunder shall be furnished to the Administrative 
Agent with sufficient counterparts so that the Administrative Agent may 
furnish one to each of the Lenders.

     10.9.  ACCOUNTING.  Except as provided to the contrary herein, all 
accounting terms used herein shall be interpreted and all accounting 
determinations hereunder shall be made in accordance with GAAP, except that 
any calculation or determination which is to be made on a consolidated basis 
shall be made for the Borrower and all its Subsidiaries.

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


                                    -79-
<PAGE>

     10.11. NONLIABILITY OF LENDERS, ARRANGERS, ADMINISTRATIVE AGENT AND 
DOCUMENTATION AGENT.  The relationship between the Borrower, on the one hand, 
and the Lenders, the Arrangers, the Administrative Agent, and the 
Documentation Agent on the other, shall be solely that of borrower and 
lender.  Neither the Administrative Agent, the Documentation Agent, the 
Arrangers nor any Lender shall have any fiduciary responsibilities to the 
Borrower.  Neither the Administrative Agent, the Documentation Agent, the 
Arrangers nor any Lender undertakes any responsibility to the Borrower to 
review or inform the Borrower of any matter in connection with any phase of 
the Borrower's business or operations.  Neither the Arrangers nor the 
Documentation Agent shall have any responsibilities to the Borrower or 
Lenders under this Agreement except to the extent, if any, expressly for 
herein.

     10.12. PUBLICITY.  Each Lender and each Arranger shall have the right to 
do a tombstone publicizing the transaction contemplated hereby upon the 
consent of the Borrower which shall not be unreasonably withheld.

     10.13. BROKERS.  Borrower, Administrative Agent and Documentation Agent 
each hereby represent and warrant that no brokers or finders were used in 
connection with procuring the financing contemplated hereby and Borrower 
hereby agrees to indemnify and save the Administrative Agent, the 
Documentation Agent and each Lender harmless from and against any and all 
liabilities, losses, costs and expenses (including attorneys' fees or court 
costs) suffered or incurred by the Administrative Agent, the Documentation 
Agent or any Lender as a result of any claim or assertion by any party 
claiming by, through or under Borrower, its Subsidiaries or any Investment 
Affiliate that it is entitled to compensation in connection with the 
financing contemplated hereby.  Administrative Agent hereby agrees to 
indemnify and save Borrower harmless from and against any and all 
liabilities, losses, costs and expenses (including attorneys' fees or court 
costs) suffered or incurred by Borrower as a result of any claim or assertion 
by any party claiming by, through or under Administrative Agent that it is 
entitled to compensation in connection with the financing contemplated 
hereby. Documentation Agent hereby agrees to indemnify and save Borrower 
harmless from and against any and all liabilities, losses, costs and expenses 
(including attorneys' fees or court costs) suffered or incurred by Borrower 
as a result of any claim or assertion by any party claiming by, through or 
under Documentation Agent that it is entitled to compensation in connection 
with the financing contemplated hereby.


                                    -80-
<PAGE>

     10.14. CONFIDENTIALITY.  With respect to the financial statements and 
other information delivered pursuant to SECTION 7.1, and any other 
information obtained by any Lender or any assignee of any Lender pursuant to 
this SECTION 10.14 or otherwise, each Lender and each assignee of any Lender 
agree that, to the extent that such information therein contained has not 
theretofore otherwise been disclosed in such a manner as to render such 
information no longer confidential, such Lender and such assignee will employ 
reasonable procedures reasonably designed to maintain the confidential nature 
of the information therein contained; provided that anything herein contained 
to the contrary notwithstanding, any Lender or its assignee may disclose or 
disseminate such information to:  (a) its employees, agents, attorneys and 
accountants who would ordinarily have access to such information in the 
normal course of the performance of their duties; (b) such third parties as 
such Lender may deem reasonably necessary in connection with or in response 
to (i) compliance with any law, ordinance or governmental order, regulation, 
rule, policy, subpoena, investigation, regulatory authority request or 
requests, or (ii) any order, decree, judgment, subpoena, notice of discovery 
or similar ruling or pleading issued, filed, served or purported on its face 
to be issued, filed or served by or under authority of any court, tribunal, 
arbitration board of any governmental or industry agency, commission, 
authority, board or similar entity or in connection with any proceeding, case 
or matter pending (or on its face purported to be pending) before any court, 
tribunal, arbitration board or any governmental agency, commission, 
authority, board or similar entity; and (c) any prospective assignee of or 
Participant in such Lender's interest, provided such prospective assignee or 
Participant agrees in writing to be bound by these provisions.

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


                                    -81-
<PAGE>

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

     10.17. WAIVER OF JURY TRIAL.  THE BORROWER, THE ADMINISTRATIVE AGENT AND 
EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, 
DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR 
OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN 
DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.


                                 ARTICLE XI

             THE ADMINISTRATIVE AGENT AND AGREEMENTS AMONG LENDERS

     11.1.  APPOINTMENT.  Subject to the provisions of SECTION 11.11, The 
First National Bank of Chicago is hereby appointed Administrative Agent 
hereunder and under each other Loan Document, and each of the Lenders 
irrevocably authorizes the Administrative Agent to act as the agent of such 
Lender.  The Administrative Agent agrees to act as such upon the express 
conditions contained in this ARTICLE XI.  The Administrative Agent shall not 
have a fiduciary relationship in respect of the Borrower or any Lender by 
reason of this Agreement.  The Administrative Agent agrees to administer this 
Facility in the same manner as it administers similar facilities for its own 
account.


                                    -82-
<PAGE>

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

     11.3.  GENERAL IMMUNITY.  Neither the Administrative Agent nor any of 
its directors, officers, agents or employees shall be liable to the Borrower, 
the Lenders or any Lender for any action taken or omitted to be taken by it 
or them hereunder or under any other Loan Document or in connection herewith 
or therewith except for its or their own gross negligence or willful 
misconduct and except for liability of Administrative Agent for breach of an 
express agreement made by the Administrative Agent herein to take or not take 
actions based on the approval or direction of a requisite number of Lenders.

     11.4.  NO RESPONSIBILITY FOR LOANS, RECITALS, ETC.  Neither the 
Administrative Agent nor any of its directors, officers, agents or employees 
shall be responsible for or have any duty to ascertain, inquire into, or 
verify (i) any statement, warranty or representation made in connection with 
any Loan Document or any borrowing hereunder; (ii) the performance or 
observance of any of the covenants or agreements of any obligor under any 
Loan Document, including, without limitation, any agreement by an obligor to 
furnish information directly to each Lender; (iii) the satisfaction of any 
condition specified in ARTICLE V, except receipt of items required to be 
delivered to the Administrative Agent; (iv) the validity, effectiveness or 
genuineness of any Loan Document or any other instrument or writing furnished 
in connection therewith (provided that Administrative Agent shall be 
obligated to furnish copies of the Loan Documents to the Lenders); or (v) the 
value, sufficiency, creation, perfection or priority of any interest in any 
collateral security. The Administrative Agent shall have no duty to disclose 
to the Lenders information that is not required to be furnished by the 
Borrower to the Administrative Agent at such time, but is voluntarily 
furnished by the Borrower to the Administrative Agent in its individual 
capacity.

     11.5.  ACTION ON INSTRUCTIONS OF LENDERS.  The Administrative Agent 
shall in all cases be fully protected in acting, or in refraining from 
acting, hereunder and under any other Loan Document in accordance with 
written instructions signed by the Required Lenders unless such action or 
inaction requires the consent of all the Lenders or an individual Lender not 
included in the direction of the Required Lenders pursuant to this Agreement, 
and such instructions and any action taken or failure to act pursuant thereto 
shall be binding on all of the Lenders and on all holders of Notes.  The 
Administrative Agent shall be fully justified in failing or refusing to take 
any action hereunder and under any other Loan Document unless it shall first 
be indemnified to its satisfaction by the Lenders pro rata against any and 
all liability, cost and expense that it may incur by reason of taking or 
continuing to take any such action.


                                    -83-
<PAGE>

     11.6.  EMPLOYMENT OF ADMINISTRATIVE AGENTS AND COUNSEL.  The 
Administrative Agent may execute any of its duties as Administrative Agent 
hereunder and under any other Loan Document by or through employees, agents, 
and attorneys-in-fact and so long as it exercises reasonable care in the 
selection of such parties, the Administrative Agent shall not be answerable 
to the Lenders, except as to money or securities received by it or its 
authorized agents, for the default or misconduct of any such parties.  The 
Administrative Agent shall be entitled to advice of counsel concerning all 
matters pertaining to the agency hereby created and its duties hereunder and 
under any other Loan Document.

     11.7.  RELIANCE ON DOCUMENTS; COUNSEL.  The Administrative Agent shall 
be entitled to rely upon any Note, notice, consent, certificate, affidavit, 
letter, telegram, statement, paper or document believed by it to be genuine 
and correct and to have been signed or sent by the proper person or persons, 
and, in respect to legal matters, upon the opinion of counsel selected by the 
Administrative Agent, which counsel may be employees of the Administrative 
Agent.

     11.8.  ADMINISTRATIVE AGENT'S REIMBURSEMENT AND INDEMNIFICATION.  The 
Lenders agree to reimburse and indemnify the Administrative Agent (in its 
capacity as Administrative Agent but not as Lender) ratably in proportion to 
their respective Commitments (i) for any amounts not reimbursed by the 
Borrower for which the Administrative Agent is entitled to reimbursement by 
the Borrower under the Loan Documents including reasonable out-of-pocket 
expenses in connection with the preparation, execution, delivery of the Loan 
Documents, (ii) for any other reasonable out-of-pocket expenses incurred by 
the Administrative Agent on behalf of the Lenders, in connection with the 
administration and enforcement of the Loan Documents and (iii) for any 
liabilities, obligations, losses, damages, penalties, actions, judgments, 
suits, costs, expenses or disbursements of any kind and nature whatsoever 
which may be imposed on, incurred by or asserted against the Administrative 
Agent in any way relating to or arising out of the Loan Documents or any 
other document delivered in connection therewith or the transactions 
contemplated thereby, or the enforcement of any of the terms thereof or of 
any such other documents, PROVIDED that no Lender shall be liable for any of 
the foregoing to the extent they arise from the gross negligence or willful 
misconduct of the Administrative Agent or an action relating to a dispute 
which is solely between the Administrative Agent and one or more Lenders in 
which the other Lender prevails, or an action taken or not taken by 
Administrative Agent contrary to the express requirements contained herein 
pertaining to the requisite number of Lenders required to approve or direct 
certain actions.  The obligations of the Lenders under this SECTION 11.8 
shall survive payment of the Obligations and termination of this Agreement.

     11.9.  RIGHTS AS A LENDER.


                                    -84-
<PAGE>

            (a)    In the event the Administrative Agent is a Lender, the 
Administrative Agent shall have the same rights and powers and the same 
duties and obligations hereunder and under any other Loan Document as any 
Lender and may exercise the same as though it were not the Administrative 
Agent, and the term "LENDER" or "LENDERS" shall, at any time when the 
Administrative Agent is a Lender, unless the context otherwise indicates, 
include the Administrative Agent in its individual capacity.  The 
Administrative Agent and any Lender may accept deposits from, lend money to, 
and generally engage in any kind of trust, debt, equity or other transaction, 
in addition to those contemplated by this Agreement or any other Loan 
Document, with the Borrower or any of its Subsidiaries in which the Borrower 
or such Subsidiary is not restricted hereby from engaging with any other 
Person.  

            (b)    In the event the Documentation Agent is a Lender, the 
Documentation Agent shall have the same rights and powers and the same duties 
and obligations hereunder and under any other Loan Document as any Lender and 
may exercise the same as though it were not the Documentation Agent, and the 
term "LENDER" or "LENDERS" shall, at any time when the Documentation Agent is 
a Lender, unless the context otherwise indicates, include the Documentation 
Agent in its individual capacity.  The Documentation Agent may accept 
deposits from, lend money to, and generally engage in any kind of trust, 
debt, equity or other transaction, in addition to those contemplated by this 
Agreement or any other Loan Document, with the Borrower or any of its 
Subsidiaries in which the Borrower or such Subsidiary is not restricted 
hereby from engaging with any other Person.  

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


                                    -85-
<PAGE>

     11.11. SUCCESSOR ADMINISTRATIVE AGENT.  The Administrative Agent may 
resign at any time by giving written notice thereof to the Lenders and the 
Borrower, such resignation in either case to be effective upon the 
appointment of a successor Administrative Agent or, if no successor 
Administrative Agent has been appointed, sixty days after the retiring 
Administrative Agent gives notice of its intention to resign.  Upon any such 
resignation, the Required Lenders shall have the right to appoint upon the 
confirmation of the Borrower if such successor is not a Lender, on behalf of 
the Borrower and the Lenders, a successor Administrative Agent.  If no 
successor Administrative Agent shall have been so appointed by the Required 
Lenders within forty-five days after the resigning Administrative Agent's 
giving notice of its intention to resign, then the resigning Administrative 
Agent may appoint, on behalf of the Borrower and the Lenders, a successor 
Administrative Agent upon the confirmation of the Borrower (if required).  If 
the Administrative Agent has resigned and no successor Administrative Agent 
has been appointed and confirmed (if required) within 60 days, the Lenders 
shall perform all the duties of the Administrative Agent hereunder and the 
Borrower shall make all payments in respect of the Obligations to the 
applicable Lender and for all other purposes shall deal directly with the 
Lenders.  No successor Administrative Agent shall be deemed to be appointed 
hereunder until such successor Administrative Agent has accepted the 
appointment.  Any such successor Administrative Agent shall be either a 
Lender or a commercial bank (or a subsidiary thereof) having capital and 
retained earnings of at least $500,000,000 that is generally in the business 
of making loans comparable to the Loans made under this Facility, except that 
if the successor Administrative Agent is a subsidiary of a bank, such capital 
and retained earnings requirement shall apply only to the parent bank.  Upon 
the acceptance of any appointment as Administrative Agent hereunder by a 
successor Administrative Agent, such successor Administrative Agent shall 
thereupon succeed to and become vested with all the rights, powers, 
privileges and duties of the resigning or removed Administrative Agent.  Upon 
the effectiveness of the resignation of the Administrative Agent, the 
resigning Administrative Agent and the successor Administrative Agent shall 
pro rate any agency fees, and the resigning Administrative Agent shall be 
discharged from its duties and obligations hereunder and under the Loan 
Documents.  After the effectiveness of the resignation of an Administrative 
Agent, the provisions of this ARTICLE XI shall continue in effect for the 
benefit of such Administrative Agent in respect of any actions taken or 
omitted to be taken by it while it was acting as the Administrative Agent 
hereunder and under the other Loan Documents.

     11.12. NOTICE OF DEFAULTS.  If a Lender becomes aware of a Default or 
Unmatured Default, such Lender shall notify the Administrative Agent of such 
fact.  Upon receipt of such notice that a Default or Unmatured Default has 
occurred, the Administrative Agent shall notify each of the Lenders of such 
fact.


                                    -86-
<PAGE>

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

     11.14. COPIES OF DOCUMENTS.  Administrative Agent shall promptly deliver 
to each of the Lenders copies of all notices of default and other formal 
notices sent or received according to SECTION 14.1 of this agreement.  
Administrative Agent shall deliver to Lenders within 15 Business Days 
following receipt, copies of all financial statements, certificates and 
notices received regarding the Borrower's unsecured debt rating except to the 
extent such items are required to be furnished directly to the Lenders by 
Borrower hereunder.  Within fifteen Business Days after a request by a Lender 
to the Administrative Agent for other documents furnished to the 
Administrative Agent by the Borrower, the Administrative Agent shall provide 
copies of such documents to such Lender except where this Agreement obligates 
Administrative Agent to provide copies in a shorter period of time.


                                    -87-
<PAGE>

     11.15. DEFAULTING LENDERS.  At such time as a Lender becomes a 
Defaulting Lender, such Defaulting Lender's right to vote on matters which 
are subject to the consent or approval of the Required Lenders, each affected 
Lender or all Lenders shall be immediately suspended until such time as the 
Lender is no longer a Defaulting Lender.  If a Defaulting Lender has failed 
to fund its Percentage of any Advance and until such time as such Defaulting 
Lender subsequently funds its Percentage of such Advance, all Obligations 
owing to such Defaulting Lender hereunder shall be subordinated in right of 
payment, as provided in the following sentence, to the prior payment in full 
of all principal of, interest on and fees relating to the Loans funded by the 
other Lenders in connection with any such Advance in which the Defaulting 
Lender has not funded its Percentage (such principal, interest and fees being 
referred to as "SENIOR LOANS" for the purposes of this section).  All amounts 
paid by the Borrower and otherwise due to be applied to the Obligations owing 
to such Defaulting Lender pursuant to the terms hereof shall be distributed 
by the Administrative Agent to the other Lenders in accordance with their 
respective Percentages (recalculated for the purposes hereof to exclude the 
Defaulting Lender) until all Senior Loans have been paid in full.  At that 
point, the "Defaulting Lender" shall no longer be deemed a Defaulting Lender. 
 After the Senior Loans have been paid in full equitable adjustments will be 
made in connection with future payments by the Borrower to the extent a 
portion of the Senior Loans had been repaid with amounts that otherwise would 
have been distributed to a Defaulting Lender but for the operation of this 
SECTION 11.15. This provision governs only the relationship among the 
Administrative Agent, each Defaulting Lender and the other Lenders; nothing 
hereunder shall limit the obligation of the Borrower to repay all Loans in 
accordance with the terms of this Agreement.  The provisions of this section 
shall apply and be effective regardless of whether a Default occurs and is 
continuing, and notwithstanding (i) any other provision of this Agreement to 
the contrary, (ii) any instruction of the Borrower as to its desired 
application of payments or (iii) the suspension of such Defaulting Lender's 
right to vote on matters which are subject to the consent or approval of the 
Required Lenders or all Lenders.


                                ARTICLE XII

                              RATABLE PAYMENTS


     12.1.  Intentionally Deleted.  


                                    -88-
<PAGE>

     12.2.  RATABLE PAYMENTS.  If any Lender has payment made to it upon its 
Loans (other than payments received pursuant to SECTIONS 4.1, 4.2 or 4.4 and 
payments received in connection with Competitive Bid Loans) in a greater 
proportion than that received by any other Lender, such Lender agrees, 
promptly upon demand, to purchase a portion of the Loans held by the other 
Lenders so that after such purchase each Lender will hold its ratable 
proportion of Loans. If any Lender, whether in connection with setoff or 
amounts which might be subject to setoff or otherwise, receives collateral or 
other protection for its Obligations or such amounts which may be subject to 
setoff, such Lender agrees, promptly upon demand, to take such action 
necessary such that all Lenders share in the benefits of such collateral 
ratably in proportion to their Loans.  In case any such payment is disturbed 
by legal process, or otherwise, appropriate further adjustments shall be made.


                                ARTICLE XIII

              BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS


     13.1.  SUCCESSORS AND ASSIGNS.  The terms and provisions of the Loan 
Documents shall be binding upon and inure to the benefit of the Borrower and 
the Lenders and their successors and permitted assigns, except that (i) the 
Borrower shall not have the right to assign its rights or obligations under 
the Loan Documents and (ii) any assignment by any Lender must be made in 
compliance with SECTION 13.3.  Notwithstanding clause (ii) of this SECTION 
13.1, any Lender may at any time, without the consent of the Borrower assign 
all or any portion of its rights under this Agreement and its Notes to a 
Federal Reserve Bank; provided, however, that no such assignment shall 
release the transferor Lender from its obligations hereunder.  The 
Administrative Agent may treat the payee of any Note as the owner thereof for 
all purposes hereof unless and until such payee complies with SECTION 13.3 in 
the case of an assignment thereof or, in the case of any other transfer, a 
written notice of the transfer is filed with the Administrative Agent.  Any 
assignee or transferee of a Note agrees by acceptance thereof to be bound by 
all the terms and provisions of the Loan Documents.  Any request, authority 
or consent of any Person, who at the time of making such request or giving 
such authority or consent is the holder of any Note, shall be conclusive and 
binding on any subsequent holder, transferee or assignee of such Note or of 
any Note or Notes issued in exchange therefor.

     13.2.  PARTICIPATIONS.


                                    -89-
<PAGE>

            13.2.1.  PERMITTED PARTICIPANTS; EFFECT.  Any Lender, in the
     ordinary course of its business and in accordance with applicable law, at
     any time, may sell participating interests in any Loan owing to such
     Lender, any Note held by such Lender, any Commitment of such Lender or any
     other interest of such Lender under the Loan Documents.  Any Person to whom
     such a participating interest is sold is a "PARTICIPANT".  In the event of
     any such sale by a Lender of participating interests to a Participant, such
     Lender's obligations under the Loan Documents shall remain unchanged, such
     Lender shall remain solely responsible to the other parties hereto for the
     performance of such obligations, such Lender shall remain the holder of any
     such Note for all purposes under the Loan Documents, all amounts payable by
     the Borrower under this Agreement shall be determined as if such Lender had
     not sold such participating interests, and the Borrower and the
     Administrative Agent shall continue to deal solely and directly with such
     Lender in connection with such Lender's rights and obligations under the
     Loan Documents.

            13.2.2.  VOTING RIGHTS.  Each Lender shall retain the sole right to
     approve, without the consent of any Participant, any amendment,
     modification or waiver of any provision of the Loan Documents other than
     any amendment, modification or waiver with respect to any Loan or
     Commitment in which such Participant has an interest which forgives
     principal, interest or fees or reduces the interest rate or fees payable
     with respect to any such Loan or Commitment or postpones any date fixed for
     any regularly-scheduled payment of principal of, or interest or fees on,
     any such Loan or Commitment or releases any guarantor of any such Loan or
     releases any substantial portion of collateral, if any, securing such Loan.

     13.3.  ASSIGNMENTS.


                                    -90-
<PAGE>

            13.3.1.  PERMITTED ASSIGNMENTS.  Any Lender, in the ordinary course
     of its business and in accordance with applicable law, at any time, may
     assign all or any  portion (greater than or equal to $5,000,000 per
     assignee) of its rights and obligations under the Loan Documents. 
     Notwithstanding the foregoing provision, any assignment by a Lender to
     another Lender in the Facility or an Affiliate thereof or an Affiliate of
     the assigning Lender shall not be subject to either the $5,000,000 minimum
     assignment amount or the requirement set forth below regarding Borrower's
     consent or the fee in SECTION 13.3.2(ii).  Any Person to whom such rights
     and obligations are assigned is a "PURCHASER".  Such assignment shall be
     substantially in the form of EXHIBIT F hereto or in such other form as may
     be agreed to by the parties thereto (the "Assignment").  So long as no
     Default has occurred and is continuing, Borrower's consent shall be
     required for any assignment provided that if such assignment is to an
     entity that is a "Qualified Lender", such consent shall not be unreasonably
     denied or delayed.  "Qualified Lender" shall mean an institution with
     assets over $5,000,000,000.00 that is generally in the business of making
     loans comparable to the Loans made under this Facility and that maintains
     an office in the United States.  Any Lender which is an Arranger,
     Documentation Agent, or Administrative Agent may make an assignment only if
     it first resigns its status as Arranger, Documentation Agent, or
     Administrative Agent as the case may be unless it obtains the consent of
     Borrower or a Default has occurred; provided that if such assignment
     reduces the Administrative Agent's Commitment below $10,000,000 it must
     also obtain the consent of any Lender which after such assignment would
     have a Percentage greater than the new Percentage of the Lender making the
     assignment.  The consent of the Administrative Agent, which shall not be
     unreasonably withheld, shall be required prior to an assignment becoming
     effective with respect to a Purchaser which is not a Lender or an Affiliate
     thereof.  Notwithstanding any other provision set forth in this Agreement,
     any Lender may at any time create a security interest in all or any portion
     of its rights under this Agreement (including, without limitation, amounts
     owing to it in favor of any Federal Reserve Bank in accordance with
     Regulation A of the Board of Governors of the Federal Reserve System),
     provided that no such security interest or the exercise by the secured
     party of any of its rights thereunder shall release Lender from its funding
     obligations hereunder and such Lender shall retain all voting rights.


                                    -91-




<PAGE>

            13.3.2.  EFFECT; EFFECTIVE DATE.  Upon (i) delivery to the
     Administrative Agent and the Borrower of a notice of assignment,
     substantially in the form attached as EXHIBIT "I" to EXHIBIT F hereto (a
     "NOTICE OF ASSIGNMENT"), together with any consents required by
     SECTION 13.3.1, and (ii) payment of a $3,000 fee to the Administrative
     Agent for processing such assignment, such assignment shall become
     effective on the effective date specified in such Notice of Assignment. 
     The Notice of Assignment shall contain a representation by the Purchaser to
     the effect that none of the consideration used to make the purchase of the
     Commitment and Loans under the applicable assignment agreement are "plan
     assets" as defined under ERISA and that the rights and interests of the
     Purchaser in and under the Loan Documents will not be "plan assets" under
     ERISA.  On and after the effective date of such assignment, such Purchaser
     shall for all purposes be a Lender party to this Agreement and any other
     Loan Document executed by the Lenders and shall have all the rights and
     obligations of a Lender under the Loan Documents, to the same extent as if
     it were an original party hereto, and no further consent or action by the
     Borrower, the Lenders or the Administrative Agent shall be required to
     release the transferor Lender with respect to the percentage of the
     Aggregate Commitment and Loans assigned to such Purchaser.  Upon the
     consummation of any assignment to a Purchaser pursuant to this SECTION
     13.3.2, the transferor Lender, the Administrative Agent and the Borrower
     shall make appropriate arrangements so that replacement Notes are issued to
     such transferor Lender, if applicable, and new Notes or, as appropriate,
     replacement Notes, are issued to such Purchaser, in each case in principal
     amounts reflecting their Commitment, as adjusted pursuant to such
     assignment.


                                    -92-
<PAGE>

     13.4.  DESIGNATION OF LENDER TO MAKE COMPETITIVE LOANS.  Any Lender 
(each a "Designating Lender") may at any time designate one or more 
Designated Lenders to fund Competitive Bid Loans which the Designating Lender 
is required to fund subject to the terms of this SECTION 13.4 and the 
provisions in SECTION 13.3 shall not apply to such designation.  No Lender 
shall be entitled to make more than two such designations.  The parties to 
each such designation shall execute and deliver to the Administrative Agent, 
for its acceptance, a Designation Agreement in the form of EXHIBIT I.  Upon 
its receipt of an appropriately completed Designation Agreement executed by a 
Designating Lender and a designee representing that it is a Designated 
Lender, the Administrative Agent will accept such Designation Agreement and 
give prompt notice thereof to the Borrower, whereupon, from and after the 
effective date specified in the Designation Agreement, the Designated Lender 
shall become a party to this Agreement with a right to make Competitive Bid 
Loans on behalf of its Designating Lender pursuant to SECTION 2.14 after the 
Borrower has accepted a Competitive Bid (or a portion thereof) of the 
Designating Lender.  Each Designating Lender shall serve as the agent for the 
Designated Lender and shall on behalf of the Designated Lender give and 
receive all communications and notices and take all actions hereunder, 
including without limitation votes, approvals, waivers, consents and 
amendments under or relating to this Agreement or the other Loan Documents.  
Any such notice, communications, vote approval, waiver, consent or amendment 
shall be signed by the Designating Lender as agent for the Designated Lender 
and shall not be signed by the Designated Lender.  The Borrower, the 
Administrative Agent and the Lenders may rely thereon without any requirement 
that the Designated Lender sign or acknowledge the same, and without any 
specific designation that the Designating Lender is signing in an agency 
capacity.  This SECTION 13.4 shall survive the termination of this Agreement.

     13.5.  DISSEMINATION OF INFORMATION.  The Borrower authorizes each 
Lender to disclose to any Participant or Purchaser or any other Person 
acquiring an interest in the Loan Documents by operation of law (each a 
"TRANSFEREE") and any prospective Transferee any and all information in such 
Lender's possession concerning the creditworthiness of the Borrower and its 
Subsidiaries, provided that such Transferees agree to maintain the 
confidentiality of any information that is confidential in the manner set 
forth in SECTION 10.14.

     13.6.  TAX TREATMENT.  If any interest in any Loan Document is 
transferred to any Transferee which is organized under the laws of any 
jurisdiction other than the United States or any State thereof, the 
transferor Lender shall cause such Transferee, concurrently with the 
effectiveness of such transfer, to comply with the provisions of SECTION 2.22.


                                    -93-
<PAGE>

     13.7.  POSSESSION OF LOAN DOCUMENTS AND REGISTER.  The Administrative 
Agent shall keep and maintain complete and accurate files and records of all 
matters pertaining to the Loan.  Upon reasonable prior notice to the 
Administrative Agent by any Lender, the Administrative Agent will make 
available to such Lender and their representatives and agents, the files and 
records relating to the Facility for inspection and copying during normal 
business hours.  The Administrative Agent shall also maintain at its address 
specified pursuant to ARTICLE XIV, a copy of each Assignment delivered to and 
accepted by it and a listing of the names and addresses of the Lenders, the 
amount of each Lender's Commitment and Percentage (the "Register").  The 
entries in the Register shall be conclusive and binding for all purposes, 
absent manifest error, and Borrower, Administrative Agent, and the Lenders 
may treat each person or entity whose name is recorded in the Register as a 
Lender hereunder for all purposes of this Agreement.  The Register shall be 
available for inspection and copying by Borrower or any Lender during normal 
business hours upon reasonable prior notice to the Administrative Agent.


                                ARTICLE XIV

                                  NOTICES

     14.1.  GIVING NOTICE.  Except as otherwise permitted by SECTION 2.17 
with respect to borrowing notices, all notices and other communications 
provided to any party hereto under this Agreement or any other Loan Document 
shall be in writing or by telex or by facsimile and addressed or delivered to 
such party at its address set forth below its signature hereto or at such 
other address as may be designated by such party in a notice to the other 
parties.  Any notice, if mailed and properly addressed with postage prepaid, 
shall be deemed given when received; any notice, if transmitted by telex or 
facsimile, shall be deemed given when transmitted (answerback confirmed in 
the case of telexes).

     14.2.  CHANGE OF ADDRESS.  The Borrower, the Administrative Agent and 
any Lender may each change the address for service of notice upon it by a 
notice in writing to the other parties hereto.

     14.3.  ACCOUNTS.  The Administrative Agent shall deliver to each Lender 
and Borrower, and each Lender shall deliver to Administrative Agent wiring 
instructions containing account information for purposes of the payment of 
sums due under this Agreement.


                                 ARTICLE XV

                                COUNTERPARTS


                                    -94-
<PAGE>

     This Agreement may be executed in any number of counterparts, all of 
which taken together shall constitute one agreement, and any of the parties 
hereto may execute this Agreement by signing any such counterpart.  This 
Agreement shall be effective when it has been executed by the Borrower, the 
Administrative Agent and the Lenders and each party has notified the 
Administrative Agent by telex or telephone, that it has taken such action.



                                    -95-
<PAGE>

     IN WITNESS WHEREOF, the Borrower, the Lenders and the Administrative 
Agent have executed this Agreement as of the date first above written.

                                        CENTERPOINT PROPERTIES TRUST, a Maryland
                                        real estate investment trust



                                        By:

                                        Print Name:

                                        Title:



                                        By:

                                        Print Name:

                                        Title:

                                        1808 Swift Road
                                        Oakbrook, IL  60532-1501

                                        Attention:  Paul S. Fisher
                                        Telephone:  (630) 586-8000
                                        Facsimile:  (630) 586-8010

                                        with a copy to:

                                        Ungaretti & Harris
                                        3500 Three First National Plaza
                                        Chicago, IL  60602

                                        Attention: Richard A. Ungaretti
                                        Telephone: (312) 977-4400
                                        Facsimile: (312) 977-4405


                                    -96-
<PAGE>

<TABLE>
<CAPTION>

COMMITMENT:
----------
<C>                                  <S>
$50,000,000                             THE FIRST NATIONAL BANK OF CHICAGO,
                                        Individually and as Administrative Agent
PERCENTAGE:
----------                              By:    
20.00%
                                        Print Name:   Gregory Gilbert

                                        Title: 

                                        One First National Plaza
                                        Chicago, Illinois 60670

                                        Attention:    Gregory Gilbert
                                                      Suite 0151, 14th Floor
                                        Telephone:    312-732-2107
                                        Facsimile:    312-732-1117

COMMITMENT:
----------
$50,000,000                             BANK OF AMERICA NATIONAL TRUST AND
                                        SAVINGS ASSOCIATION
PERCENTAGE:
----------                              By:
20.00%
                                        Print Name:   George W. Kirtland, Jr.

                                        Title: Vice President

                                        Notice Address:

                                        Bank of America National Trust and
                                          Savings Association
                                        231 S. LaSalle Street, 12th Floor
                                        Chicago, Illinois 60697

                                        Attention:    Michael W. Edwards
                                        Telephone:    312-828-5175
                                        Facsimile:    312-974-4970


                                    -97-
<PAGE>

<CAPTION>

COMMITMENT:
----------
$35,000,000                             AMSOUTH BANK 

PERCENTAGE:                             By:
----------                                     
14.00%                                  Print Name:   Buddy Sharbel

                                        Title: 

                                        Notice Address:

                                        AmSouth Sonat Tower - 9th Fl.
                                        1900 - 5th Avenue, North
                                        Birmington, AL  35203 

                                        Attention:    Buddy Sharbel 
                                        Telephone:    205-581-7647
                                        Facsimile:    205-326-4075


COMMITMENT:
----------
$30,000,000                             U.S. BANK NATIONAL ASSOCIATION

PERCENTAGE:                             By:
----------                                              
12.00%                                  Print Name:   Elliot Quigley

                                        Title: 

                                        Notice Address:

                                        U.S. Bank National Association
                                        111 East Wacker Drive
                                        One Illinois Center, Suite 3000
                                        Chicago, IL  60601

                                        Attention:    Elliot Quigley
                                        Telephone:    312-228-9420
                                        Facsimile:    312-228-9402


                                    -98-
<PAGE>

<CAPTION>

COMMITMENT:
----------
$25,000,000                             FIRST UNION NATIONAL BANK

PERCENTAGE:                             By:
----------
10.00%                                  Print Name:   Rex Rudy

                                        Title: 

                                        Notice Address:

                                        One First Union Center
                                        301 South College Street, TW6
                                        Charlotte, NC  28288

                                        Attention:    Rex Rudy
                                        Telephone:    704-383-6506
                                        Facsimile:    704-383-6205


COMMITMENT:
----------
$20,000,000                             LASALLE NATIONAL BANK

PERCENTAGE:                             By:
----------                              
8.00%                             Print Name:   John Hein

                                        Title: 

                                        Notice Address:

                                        LaSalle National Bank
                                        135 S. LaSalle Street, Suite 1225
                                        Chicago, Illinois 60603

                                        Attention:    John Hein
                                        Telephone:    312-781-8620
                                        Facsimile:    312-904-6467


                                    -99-
<PAGE>

COMMITMENT:
----------
$20,000,000                             COMMERZBANK AG, CHICAGO BRANCH

                                        By:
PERCENTAGE:
----------                              Print Name:   J. Timothy Shortly
8.00%
                                        Title: Senior Vice President


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

                                        Notice Address:

                                        311 South Wacker Drive
                                        58th Floor
                                        Chicago, IL  60606

                                        Attention:    J. Timothy Shortly
                                        Telephone:    312-408-6900
                                        Facsimile:    312-435-1486


                                    -100-
<PAGE>

COMMITMENT:
----------
$10,000,000                             THE NORTHERN TRUST COMPANY

PERCENTAGE:                             By:
----------
4.00%                            Print Name:   Joe Yacullo

                                        Title:        Vice President

                                        Notice Address:

                                        The Northern Trust Company
                                        50 South LaSalle
                                        Chicago, IL  60675

                                        Attention:    Joe Yacullo
                                        Telephone:    312-444-3751
                                        Facsimile:    312-444-7028


COMMITMENT:
----------
$10,000,000                             KEYBANK NATIONAL ASSOCIATION

PERCENTAGE:                             By:
----------
4.00%                              Name:David C. Bluestone

                                        Title:

                                        Notice Address:

                                        190 South LaSalle Street
                                        Suite 2840
                                        Chicago, IL  60603

                                        Attention:    David C. Bluestone
                                        Telephone:    312-251-3582
                                        Facsimile:    312-251-0687

</TABLE>


                                    -101-
<PAGE>

                                                         EXHIBIT A
 
                                                        PRICING GRID

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
   Pricing Category            0                 1               2                 3               4                5
----------------------------------------------------------------------------------------------------------------------------
 <S>                   <C>                 <C>             <C>              <C>           <C>                <C>
   RATINGS:                                   AT LEAST        AT LEAST         AT LEAST      BELOW              BELOW BOTH
                          A-AND A3 OR         BBB+ AND        BBB AND          BBB- AND      EITHER                BBB-
   S&P&MOODY'S               ABOVE              BAA1            BAA2             BAA3        BBB- OR             AND BAA3
                                                                                             BAA3***
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
   Corporate Base                  0                0                0             15.0             30.0            70.0
   Rate Margin*
----------------------------------------------------------------------------------------------------------------------------
   LIBOR Margin*                75.0             80.0            100.0            115.0            130.0           170.0
----------------------------------------------------------------------------------------------------------------------------
   Facility Fee                 15.0             20.0             20.0             25.0             30.0            30.0
----------------------------------------------------------------------------------------------------------------------------
   All-in Funded                90.0            100.0            120.0            140.0            160.0           200.0
   Funded Cost
   (Margin + Fee)
----------------------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------

</TABLE>

*  = In basis points per annum   

***  This rating category shall apply at any time that either S & P has issued a
     rating of the Borrower's long term debt of less than BBB-or Moody's has
     issued a rating of less than Baa3.

All margins and fees change as and when the rating classification changes.  
In the event both rating agencies have issued a rating and the rating 
agencies are split on the rating for the Borrower's long-term unsecured debt 
or this Facility, the lower rating shall, except as set forth below, be 
deemed to be the applicable rating (e.g., if the Borrower's Moody's long-term 
unsecured debt or this Facility's rating is Baa1 and its S&P long-term 
unsecured debt or this Facility's rating is BBB then the Applicable Margins 
shall be computed based on the S&P rating).  In the event that Moody's and 
S&P issue split ratings on the Borrower's long term unsecured  debt, Borrower 
may obtain a third rating from Duff & Phelps or Fitch and the higher of the 
Moody's or S&P rating shall be deemed applicable until the earlier of (i) 90 
days after the date of the occurrence of such split ratings or (ii) the date 
of the issuance of the third rating by Duff & Phelps or Fitch.  After 90 
days, if a third rating has not been issued, the lower of the Moody's or S&P 
rating shall apply.  In the event Moody's and S&P issue different ratings of 
the Borrower's long term unsecured debt and the Borrower obtains a third 
rating which is different from the Moody's and S&P ratings, the middle rating 
of the three ratings shall be deemed the applicable rating.  In the event 
Moody's and S&P issue different ratings on the Borrower's long term unsecured 
debt and the Borrower obtains a third rating which is the equivalent of the 
Moody's or S&P rating, the third rating confirming either the Moody's or S&P 
rating, as the case may be, shall be deemed to be the applicable rating.  In 
the event either Moody's or S&P has not issued a rating, the rating from the 
agency that has issued its rating shall govern.


<PAGE>

The Applicable Margins shall be adjusted effective on the next Business Day 
following any change in the Borrower's (or the Facility's if applicable) 
Moody's long-term unsecured debt rating and/or S&P's long-term unsecured debt 
rating, as the case may be (provided that if Administrative Agent does not 
receive notice of a change in rating within forty-five days after it occurs 
then any reduction in Applicable Margin shall be effective only when such 
notice is received).  In the event of a rating agency downgrade, the Borrower 
will receive a credit for any incremental borrowing cost should the rating 
agency(ies) restore the higher rating within a ninety day period.  In the 
event that either S&P or Moody's shall discontinue their ratings of the REIT 
industry or the Borrower's long-term unsecured debt or this Facility, a 
mutually agreeable substitute rating agency shall be selected by the Required 
Lenders and the Borrower.  If the Required Lenders and the Borrower cannot 
agree on a substitute rating agency within forty-five (45) days of such 
discontinuance, the Applicable Margin to be used for the calculation of 
interest on Advances hereunder shall be Pricing Category 4.  Lenders 
acknowledge that the rating for Borrower's unsecured long term debt may be 
issued even though Borrower has no outstanding unsecured long term debt.


<PAGE>

                                 EXHIBIT B-1

                                    NOTE


$                                                     
 -----------------------                              --------------------

     CenterPoint Properties Trust, a Maryland real estate investment trust 
(the "BORROWER"), promises to pay to the order of _________________________ 
(the "Lender") the lesser of the principal sum of _________________ Dollars 
or the aggregate unpaid principal amount of all Loans made by the Lender to 
the Borrower pursuant to the Second Amended and Restated Unsecured Revolving 
Credit Agreement hereinafter referred to, in immediately available funds at 
the main office of The First National Bank of Chicago in Chicago, Illinois, 
as Administrative Agent, together with interest on the unpaid principal 
amount hereof at the rates and on the dates set forth in the Agreement.  The 
Borrower shall pay the remaining unpaid principal of and accrued and unpaid 
interest on the Loans in full on the Facility Termination Date.

     The Lender shall, and is hereby authorized to, record on the schedule 
attached hereto, or to otherwise record in accordance with its usual 
practice, the date and amount of each Loan and the date and amount of each 
principal payment hereunder.

     This Note is one of the Notes issued pursuant to, and is entitled to the 
benefits of, the Second Amended and Restated Unsecured Revolving Credit 
Agreement (as the same may be amended or modified the "Agreement"), dated as 
of               , 1998 among the Borrower, The First National Bank of 
Chicago, individually and as Administrative Agent, Lehman Brothers Holdings 
Inc., individually and as Document Agent and the other Lenders named therein, 
to which Agreement reference is hereby made for a statement of the terms and 
conditions governing this Note, including the terms and conditions under 
which this Note may be prepaid or its maturity date accelerated.  Capitalized 
terms used herein and not otherwise defined herein are used with the meanings 
attributed to them in the Agreement.

     If there is an Unmatured Default or Default under the Agreement or any 
other Loan Document and Administrative Agent exercises the remedies provided 
under the Agreement and/or any of the Loan Documents for the Lenders, then in 
addition to all amounts recoverable by the Administrative Agent and the 
Lenders under such documents, the Administrative Agent and the Lenders shall 
be entitled to receive reasonable attorneys fees and expenses incurred by 
Administrative Agent and the Lenders in connection with the exercise of such 
remedies.

     Borrower and all endorsers severally waive presentment, protest and 
demand, notice of protest, demand and of dishonor and nonpayment of this 
Note, and any and all lack of diligence or delays in collection or 
enforcement of this Note, and expressly agree that this Note, or any payment 
hereunder, may be extended from time to time, and expressly consent to the 
release of any party liable for the obligation secured by this Note, the 
release of any of the security for this Note, the acceptance of any other 
security therefor, or any other indulgence or forbearance whatsoever, all 
without notice to any party and without affecting the liability of the 
Borrower and any endorsers hereof.


<PAGE>

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

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

                                        CENTERPOINT PROPERTIES TRUST

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






[NOTES FOR EXISTING LENDERS WILL BE REVISED TO REFLECT THAT THEY AMEND AND
RESTATE EXISTING NOTES.]


<PAGE>


                  SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
                                      TO
                   NOTE OF CENTERPOINT PROPERTIES CORPORATION
                          DATED ______________, 199__

<TABLE>
<CAPTION>


-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                     Principal             Maturity       Maturity
                       Amount                 of         Principal      Unpaid
   Date    Type       of Loan      Rate    Interest        Amount      Balance
                                            Period          Paid 
-------------------------------------------------------------------------------
<S>      <C>        <C>          <C>       <C>          <C>           <C>
-------------------------------------------------------------------------------

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

</TABLE>

<PAGE>

                                EXHIBIT B-2

                        FORM OF COMPETITIVE BID NOTE


                                                                __________, 1998



     On or before the last day of each "Interest Period" applicable to a 
"Competitive Bid Loan", as defined in that certain Second Amended and 
Restated Unsecured Revolving Credit Agreement dated as of __________________, 
1998 (the "Agreement") between CENTERPOINT PROPERTIES TRUST ("BORROWER") and 
THE FIRST NATIONAL BANK OF CHICAGO, a national bank organized under the laws 
of the United States of America, individually and as Administrative Agent for 
the Lenders and others (as such terms are defined in the Agreement), Borrower 
promises to pay to the order of _________________________ (the "Lender"), or 
its successors and assigns, the unpaid principal amount of such Competitive 
Bid Loan made by the Lender to the Borrower pursuant to SECTION 2.14 of the 
Agreement, in immediately available funds at the office of the main 
Administrative Agent in Chicago, Illinois, together with interest on the 
unpaid principal amount hereof at the rates and on the dates set forth in the 
Agreement.  The Borrower shall pay any remaining unpaid principal amount of 
such Competitive Bid Loans and any accrued and unpaid interest under this 
Competitive Bid Note ("NOTE") in full on or before the Facility Termination 
Date in accordance with the terms of the Agreement.

     The Lender shall, and is hereby authorized to, record on the schedule 
attached hereto, or to otherwise record in accordance with its usual 
practice, the date, amount and due date of each Competitive Bid Loan and the 
date and amount of each principal payment hereunder.

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

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

     Borrower and all endorsers severally waive presentment, protest and 
demand, notice of protest, demand and of dishonor and nonpayment of this Note 
(except as otherwise expressly provided for in the Agreement), and any and 
all lack of diligence or delays in collection or enforcement of this Note, 
and expressly agree that this Note, or any payment hereunder, may be extended 
from time to time, and expressly consent to the release of any party liable 
for the obligation secured by this Note, the release of any of the security 
of this Note, the acceptance of any other security therefor, or any other 
indulgence or forbearance whatsoever, all without 


<PAGE>

notice to any party and without affecting the liability of the Borrower and 
any endorsers hereof.

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

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

                                        CENTERPOINT PROPERTIES TRUST 

                                               By: ____________________________

                                               Print Name: ____________________

                                               Title: _________________________


[NOTES FOR EXISTING LENDERS WILL BE REVISED TO REFLECT THAT THEY AMEND AND
RESTATE EXISTING NOTES.]


<PAGE>

                           PAYMENTS OF PRINCIPAL

<TABLE>
<CAPTION>

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

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

_______________________________________________________________________________

</TABLE>

<PAGE>

                               EXHIBIT C-1

                   FORM OF COMPETITIVE BID QUOTE REQUEST
                             (Section 2.14(b))


To:         The First National Bank of Chicago,
            as administrative agent (the "Agent")

From:       Centerpoint Properties Trust

Re:         Second Amended and Restated Unsecured Revolving Credit Agreement
            dated as of __________________, 1998, as amended among the Borrower,
            the Lenders from time to time party thereto, The First National Bank
            of Chicago, as Arranger, and The First National Bank of Chicago, as
            Administrative Agent for the Lenders (as amended, supplemented or
            otherwise modified from time to time through the date hereof, the
            "Agreement")

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

     2.     We hereby give notice pursuant to Section 2.14(b) of the 
Agreement that we request Competitive Bid Quotes for the following proposed 
Competitive Bid Loan(s):

     Borrowing Date:  _______________, 19___

          Principal Amount(1)       Interest Period(2)


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












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

(2)  Up to 180 days, subject to the provisions of the definitions of LIBOR 
Interest Period and Absolute Interest Period.


<PAGE>

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

                              CENTERPOINT PROPERTIES TRUST


                              By: ___________________________________

                              Print Name: ___________________________

                              Title: ________________________________


<PAGE>

                                EXHIBIT C-2

                    INVITATION FOR COMPETITIVE BID QUOTES
                             (Section 2.14(c))


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

Re:       Invitation for Competitive Bid Quotes to
          CenterPoint Properties Trust


     Pursuant to SECTION 2.14(c) of the Second Amended and Restated Unsecured 
Revolving Credit Agreement dated as of _______________, 1998 as amended from 
time to time, among the Borrower, the lenders from time to time party 
thereto, The First National Bank of Chicago, as Arranger, and the First 
National Bank of Chicago as Administrative Agent for the Lenders (as amended, 
supplemented or otherwise modified from time to time through the date hereof, 
the "Agreement"), we are pleased on behalf of the Borrower to invite you to 
submit Competitive Bid Quotes to the Borrower for the following proposed 
Competitive Bid Loan(s):

Borrowing Date:  _______________, 19___

          Principal Amount                   Interest Period

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

     Please respond to this invitation by no later than [9:00 A.M.] (Chicago 
time) on _______________, 19___.

                              THE FIRST NATIONAL BANK OF CHICAGO, as
                              Administrative Agent


                              By: ____________________________________

                              Title: _________________________________



<PAGE>

                               EXHIBIT C-3

                           COMPETITIVE BID QUOTE
                            (Section 2.14(d))


                                _______________, 19___



To:       The First National Bank of Chicago,
          as Administrative Agent

Re:       Competitive Bid Quote to CenterPoint Properties Trust
          (the "Borrower")

     In response to your invitation on behalf of the Borrower dated 
_______________, 19___, we hereby make the following Competitive Bid Quote 
pursuant to SECTION 2.14(d) of the Agreement hereinafter referred to and on 
the following terms:

1.   Quoting Lender: _______________________________________________________

2.   Person to contact at Quoting Lender: __________________________________

3.   Borrowing Date: ___________________________________________________ (3)

4.   We hereby offer to make Competitive Bid Loan(s) in the following principal
     amounts, for the following Interest Periods and at the following rates:

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

<S>             <C>
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
</TABLE>

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

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

(4)   Principal amount bid for each Interest Period may not exceed the 
principal amount requested. Bids must be made for at least $5,000,000 and 
integral multiples of $1,000,000.

(5)   Up to 180 days, as specified in the related Invitation For Competitive 
Bid Quotes.

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

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

(8)   Specify minimum amount, if any, which the Borrower may accept (see 
Section 2.14(d)(ii)(4)).



<PAGE>

         We understand and agree that the offer(s) set forth above, subject 
to the satisfaction of the applicable conditions set forth in the Second 
Amended and Restated Unsecured Revolving Credit Agreement dated as of 
____________________, 1998, among the Borrower, the Lenders from time to time 
party thereto, and The First National Bank of Chicago, as Administrative 
Agent for the Lenders (as amended, supplemented or otherwise modified from 
time to time through the date hereof, the "Agreement"), irrevocably obligates 
us to make the Competitive Bid Loan(s) for which any offer(s) are accepted, 
in whole or in part.  Capitalized terms used herein and not otherwise defined 
herein shall have their meanings as defined in the Agreement.

                                 Very truly yours,

                                 [NAME OF LENDER]


                                 By: ___________________________________

                                 Title: ________________________________


<PAGE>

                                 EXHIBIT D

                               FORM OF OPINION

                                                ______________, 19 


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

Gentlemen/Ladies:

      We are counsel for CenterPoint Properties Trust (the "Borrower"), and 
have represented the Borrower in connection with its execution and delivery 
of a Second Amended and Restated Unsecured Revolving Credit Agreement among 
the Borrower, The First National Bank of Chicago, individually and as 
Administrative Agent, Lehman Brothers Holdings Inc., individually and as 
Documentation Agent, and the Lenders named therein, providing for Advances in 
an aggregate principal of up to $250,000,000 subject to possible increases to 
up to $350,000,000 at any one time outstanding and dated as of ______________, 
1998 (the "Agreement").  All capitalized terms used in this opinion and not 
otherwise defined shall have the meanings attributed to them in the Agreement.

      We have examined the Borrower's articles of incorporation, by-laws, 
and resolutions, the Loan Documents and such other matters of fact and law 
which we deem necessary in order to render this opinion.  Based upon the 
foregoing, it is our opinion that:

       l.  The Borrower and each of its Subsidiaries and each Qualifying 
Investment Affiliate are either duly incorporated corporations or duly 
qualified and formed limited partnerships, limited liability companies, or 
trusts, validly existing and in good standing under the laws of their states 
of incorporation or formation, and they each have all requisite authority and 
power to enter into, and perform the obligations under, the Loan Documents 
and to conduct business in each jurisdiction in which the laws of such 
jurisdiction requires such qualification. 

       2.  The execution and delivery of the Loan Documents by the Borrower 
and the performance by the Borrower of its obligations under the Loan 
Documents have been duly authorized by all necessary corporate action and/or 
proceedings on the part of the Borrower and will not:

           (a)  require any consent of the Borrower's shareholders;

           (b)  violate any law, rule, regulation, order, writ, judgment,
       injunction, decree or award binding on the Borrower or any of its
       Subsidiaries or the Borrower's or any Subsidiary's articles of
       incorporation, by-laws, certificate of limited partnership, partnership
       agreement, declaration of trust, or any indenture, instrument or 
       agreement binding upon the Borrower or any of its Subsidiaries; or

           (c)  result in, or require, the creation or imposition of any Lien
       pursuant to the provisions of any indenture, instrument or agreement
       binding upon the Borrower or any 


<PAGE>

         of its Subsidiaries.

         3.  The Loan Documents have been duly executed and delivered by the 
Borrower and constitute legal, valid and binding obligations of the Borrower 
enforceable in accordance with their terms except to the extent the 
enforcement thereof may be limited by bankruptcy, insolvency or similar laws 
affecting the enforcement of creditors' rights generally and subject also to 
the availability of equitable remedies if equitable remedies are sought.

         4.  There is no litigation or proceeding against the Borrower or any 
of its Subsidiaries which, if adversely determined, could have a Material 
Adverse Effect.

         5.  No approval, authorization, consent, adjudication or order of, 
or registration or filing with, any governmental authority, which has not 
been obtained or made by the Borrower or any of its Subsidiaries, is required 
to be obtained or made by the Borrower or any of its Subsidiaries in 
connection with the execution and delivery of the Loan Documents, the 
borrowings under the Agreement or in connection with the payment by the 
Borrower of their obligations under the Loan Documents.

         6.  The Loan does not violate the usury laws or laws regulating the 
use or forbearance of money of Illinois and the operation of any term of the 
Agreement or Loan Documents, including, without limitation, the terms 
regarding late charges and default interest rate or the lawful exercise of 
any right thereunder, shall not render the Agreement or Loan Documents 
unenforceable, in whole or in part, or subject to any right of rescission, 
set-off, counterclaim or defense.

         7.  The Borrower qualifies as a real estate investment trust in 
accordance with all applicable requirements of the Internal Revenue Code.

         This opinion may be relied upon by the Administrative Agent, the 
Lenders and their participants, assignees and other transferees.

                                 Very truly yours,


                                 ________________________________
<PAGE>
                                 EXHIBIT E

                           COMPLIANCE CERTIFICATE



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

         This Compliance Certificate is furnished pursuant to that certain 
Second Amended and Restated Unsecured Revolving Credit Agreement, dated as of 
________________, 1998 (as amended, modified, renewed or extended from time 
to time, the "Agreement") among CenterPoint Properties Trust (the 
"Borrower"), The First National Bank of Chicago, individually and as 
Administrative Agent, Lehman Brothers Holdings Inc., individually and as 
Documentation Agent, and the Lenders named therein.  Unless otherwise defined 
herein, capitalized terms used in this Compliance Certificate have the 
meanings ascribed thereto in the Agreement.

         THE UNDERSIGNED HEREBY CERTIFIES THAT:

         1.  I am the duly elected Chief Financial Officer of the Borrower.

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

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

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

         5. The financial statements and reports referred to in Section 
7.1(i), 7.1(ii), 7.1(iv), or 7.1(xi), as the case may be, of the Agreement 
which are delivered concurrently with the delivery of this Compliance 
Certificate, if any, fairly present in all material respects the consolidated 
financial condition and operations of the Borrower and its Subsidiaries at 
such date and the consolidated results of their operations for the period 
then-ended, in accordance with GAAP applied consistently throughout such 
period and with prior periods (except as approved by the accountants 
performing the audit in connection therewith or the undersigned, as the case 
may be, and disclosed therein), the Property Operating Income for each 
Property in accordance with GAAP and adjusted per the definition of Property 
Operating Income contained in the Agreement, and the aggregate aging of 
tenant receivables at such date.  The following required reporting items are 
not yet available but will be delivered within the ten Business Day grace 


<PAGE>

period: ____________________________________.

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

____________________________________________________________________________

____________________________________________________________________________

____________________________________________________________________________

____________________________________________________________________________


         The foregoing certifications, together with the computations and 
information set forth in Schedule I hereto and the financial statements 
delivered with this Compliance Certificate in support hereof, are made and 
delivered this _____ day of ____________, 19__.

                                 CENTERPOINT PROPERTIES TRUST

                                 By: ____________________________________

                                 Print Name: ____________________________

                                 Title: _________________________________


<PAGE>

                                   SCHEDULE I

                            Calculation of Covenants

                                                                       [QUARTER]

1.       Permitted Investments (Section 7.4)

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
                                                                              Maximum
                                                          Percent           Percent of
            Category                Investment           of Market            Market
                                (i.e. Book Value)     Capitalization      Capitalization
-----------------------------------------------------------------------------------------
<S>                             <C>                   <C>                 <C>
 (a)  unimproved land                                                           7%
-----------------------------------------------------------------------------------------
 (b)  other property holdings                                                   5%
      (excluding cash, Cash
      Equivalents, the
      Non-industrial
      Properties and
      Indebtedness of any
      Subsidiary or Qualifying
      Investment Affiliate to
      the Borrower)
-----------------------------------------------------------------------------------------
 (c)  stock holdings other                                                      5%
      than in Subsidiaries and
      Qualifying Investment
      Affiliates
-----------------------------------------------------------------------------------------
 (d)  mortgages other than                                                      5%
      Qualified Mortgages
-----------------------------------------------------------------------------------------
 (e)  joint ventures and                                                        10%
      partnerships other than
      investments in
      Qualifying Investment
      Affiliates
-----------------------------------------------------------------------------------------
 (f)  total investments in                                                      20%
      (a)-(e)
-----------------------------------------------------------------------------------------
 (g)  investments in                                                            5%
      unimproved land not
      adjacent to existing
      improvements and not
      under active planning
      for near term
      development
-----------------------------------------------------------------------------------------
 (h)  interest in operating                                                     10%
      leases
-----------------------------------------------------------------------------------------
 (i)  Identify any single property investments in excess of 10% of Market Capitalization
      (If none, insert "none".): ___________________
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------

<PAGE>

         (j)  (i)  Total estimated cost of completion of assets under 
                   construction, excluding pre-sold assets and 
                   Preleased Assets Under Development                          ___


              (ii) Market Capitalization                                       ___

ESTIMATED COST AS A PERCENTAGE OF MARKET CAPITALIZATION
[(j)(i) DIVIDED BY (j)(ii) EXPRESSED AS A PERCENTAGE]

MUST BE LESS THAN OF EQUAL TO:                                                 10%

2.       Dividends (Section 7.11)

         (a) Amount paid during most recent quarter                            ___

         (b) Amount paid during preceding three quarters                       ___

         (c) Funds From Operation during such four quarter period

             (i)   net income for such period                                  ___

             (ii)  adjustments to net income per definition
                   of Funds From Operation (See Schedule)                      ___

             (iii) Funds From Operation                                        ___

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

Must be less than or equal to:                                           90% of Funds
                                                                        From Operation


3.       Variable Interest Indebtedness (Section 7.19)

         (a) Indebtedness which bears interest at an interest rate that        ___
             is not fixed through the maturity date of such Indebtedness

         (b) Amount of (a) subject to a swap, rate cap or other interest       ___
             rate management program that effectively converts the
             interest rate on such amount to a fixed rate or has
             otherwise been approved by the Required Lenders

         (c) Excludable tax exempt bonds (subject to $75,000,000 cap)          ___

VARIABLE INTEREST INDEBTEDNESS [(a) MINUS (b) MINUS (c)]:                      ___

<PAGE>

MUST BE LESS THAN OR EQUAL TO:                                             $250,000,000


4.       Minimum Consolidated Net Worth (Section 7.20)

         (a) Consolidated Net Worth

             (i)   Market Capitalization                                       ___

             (ii)  Total Liabilities (including all
                   Indebtedness and other GAAP
                   liabilities)                                                ___

             (iii) Excludable Convertible Securities                           ___

             (iv) Consolidated Net Worth [(i) MINUS (ii) PLUS (iii)]           ___

         (b) $308,000,000

         (c) product of .75 and net proceeds of stock offerings
             since ____________, 1998.

         (d) sum of (b) plus (c)                                               ___

(a)  MUST BE GREATER THAN OR EQUAL TO (d).


5.       EBITDA To Fully Diluted Debt Service Ratio (Section 7.21(i))

         (a) EBITDA for the quarter most recently ended

             (i)   Borrower and its Subsidiaries                               ___

             (ii)  Allocable EBITDA of Investment Affiliates                   ___
                   (See Schedule)

             (iii) EBITDA [(i) PLUS (ii)]                                      ___

         (b) Fully Diluted Debt Service for the quarter most recently ended.

             (i)  Debt Service

                  (1)  Interest (Borrower and Subsidiaries)                    ___
                  (2)  Principal (Borrower and Subsidiaries)                   ___
                  (3)  Allocable Interest (Investment Affiliates)              ___
                  (4)  Allocable Principal (Investment Affiliates)             ___
                  (5)  Debt Service [SUM OF (1)-(4)]                           ___

<PAGE>

             (ii)  Amount of Debt Service attributable to Excludable
                   Convertible Securities                                      ___

             (iii) Fully Diluted Debt Service [(i) MINUS (ii)]                 ___

EBITDA TO FULLY DILUTED DEBT SERVICE RATIO                                     ___
[(a) DIVIDED BY (b)]:

MUST BE GREATER THAN OR EQUAL TO:                                             2.00

6.       Consolidated Total Indebtedness Ratio (Section 7.21(ii))

         (a) Consolidated Total Indebtedness (See Schedule)                    ___

         (b) Market Capitalization

             (i)  Total Property Income Capped at Applicable Cap
                  Rate (Attach schedule noting Property Operating
                  Income for the most recent quarter by Property as
                  appropriately annualized; for Subsidiaries and
                  Investment Affiliates include allocable share
                  only).

                  (1)  Industrial and Multi-Family Properties                  ___
                       capped at 9.5%

                  (2)  Non-industrial that is not Multi-Family
                       capped at 10.25%                                        ___

                  (3)  Sum of (1) plus (2) is Total Property                   ___
                       Income capped at Applicable Cap Rate.

             (ii)  Other Income capped at 15%                                  ___

             (iii) Value of Qualified Mortgages

                  (1)  [IDENTIFY MORTGAGE]

                       A.   Principal Balance                                  ___

                       B.   85% of value of Property                           ___
                            encumbered by Qualified Mortgage (i.e.
                            Property Operating Income for the most
                            recent quarter as appropriately
                            annualized, and capitalized at the
                            Applicable Cap Rate) less first
                            mortgage if applicable

                       C.   Lesser of (A.) and (B.)                            ___

<PAGE>

                  (__) Sum of amount shown as (C.) for (1)-(__)                ___
                       above (maximum $50,000,000) is Value of
                       Qualified Mortgages

             (iv)  Book value of Preleased Assets Under Development            ___
                   (maximum $100,000,000)
                   [IDENTIFY ASSET, LEASE PERCENTAGE, AND DATE CONSTRUCTION 
                   COMMENCED]

             (v)   Unrestricted Cash and Cash Equivalents                      ___

             (vi)  50% of lower of book value and market value                 ___
                   for land adjacent to stabilized improved
                   properties

             (vii) Sum of (i) through (vi) is "Market Capitalization"          ___


CONSOLIDATED TOTAL INDEBTEDNESS RATIO                                          ___
[(a) DIVIDED BY (b) EXPRESSED AS A PERCENTAGE]:

MUST BE LESS THAN OR EQUAL TO:                                                 50%

7.       Value of Unencumbered Assets Ratio (Section 7.21(iii))

         (a) Value of Unencumbered Assets

             (i)  Property Operating Income attributable to
                  Unencumbered Assets owned by Borrower and
                  Qualifying Investment Affiliates as of end of
                  quarter as appropriately annualized (including pro
                  forma Property Operating Income for entire quarter
                  for Unencumbered Assets acquired during the
                  quarter), less assumed 4% management fee and
                  assumed Capital Reserve Expenditure Amount (attach
                  schedule noting Property Operating Income for each
                  Unencumbered Asset as appropriately annualized; for
                  Qualifying Investment Affiliates include allocable
                  share only)

                  (1)  Industrial and Multi-family Properties
                       capped at 9.5%                                          ___

                  (2)  Non-Industrial Properties that are not
                       Multi-family Properties capped at 10.25%                ___

                  (3)  Total value of Unencumbered Assets other
                       than Cash and Cash Equivalents [(1) PLUS (2)]           ___

<PAGE>

                  (4)  Deduction for Unencumbered Assets owned                 ___
                       by Qualifying Investment Affiliates 
                       to the extent the value attributable
                       to such Unencumbered Assets exceeds 10%
                       of the total shown in (3) unless permitted
                       by the definition of Unencumbered Assets

                  (5)  (3) minus (4)                                           ___


             (ii)  Unrestricted Cash and Cash Equivalents owned                ___
                   by Borrower

             (iii) Allocable Share of Unrestricted Cash and Cash               ___
                   Equivalents Owned by Qualifying Investment
                   Affiliates

             (vi)  sum of (i)(5) plus (ii) plus (iii) is                       ___
                   "Value of Unencumbered Assets"

         (b) Consolidated Senior Unsecured Indebtedness                        ___
             (provided schedule of such Indebtedness, including
             unsecured debt of Investment Affiliates which own
             Unencumbered Assets.)

VALUE OF UNENCUMBERED ASSETS RATIO [(a) DIVIDED BY (b)]:

MUST BE GREATER THAN OR EQUAL TO:                                              1.75

8.       Property Operating Income Ratio (Section 7.21(iv)

         (a) Property Operating Income (after assumed management               ___
             fee and Capital Reserve Expenditure Amount from all 
             Unencumbered Assets other than those which are excluded 
             from the Value of Unencumbered Assets under 7(a)(i)(4)

         (b) Debt Service on Consolidated Unsecured Indebtedness 
             and unsecured indebtedness of Qualifying Investment
             Affiliates other than those which are excluded from
             the Value of Unencumbered Assets under 7(a)(i)(4)

             (i)   Interest (Borrower and Subsidiaries)                        ___
             (ii)  Principal (Borrower and Subsidiaries)                       ___
             (iii) Allocable Interest (Qualifying Investment Affiliates)       ___
             (iv)  Allocable Principal (Qualifying Investment Affiliates)      ___
             (v)   Debt Service [SUM OF (i)-(iv)]                              ___

<PAGE>

PROPERTY OPERATING INCOME RATIO [(a) DIVIDED BY (b)]                           ___

MUST BE GREATER THAN OR EQUAL TO:                                              2.00


9.       Consolidated Secured Indebtedness to Market Capitalization (Section 7.21(v))

         (a) Consolidated Secured Indebtedness

             (i)   secured indebtedness of Borrower and Subsidiaries           ___
             (ii)  prorata share of secured indebtedness of Investment 
                   Affiliates                                                  ___
             (iii) Consolidated Secured Indebtedness [SUM OF (i) PLUS (ii)]    ___

         (b) Market Capitalization [(6)(b)(vii)]                         _________

         (c) (a) divided by (b)                                          _________


MUST BE LESS THAN OR EQUAL TO 30% OF MARKET CAPITALIZATION

10.      Maximum Revenue From a Single Tenant (Section 7.24)

         (a) 5% of Market Capitalization                                 _________

         (b) Identify any tenant for which rent revenue 
             (exclusive of tenant reimbursements) as 
             annualized exceeds amount shown in (a).                     _________

11.      Other

         Occurrence of Casualty or Condemnation at any Property or
         Property secured by an Qualified Mortgage.  (Yes/No)
         (Section 7.1(x)).  If yes, provide statement describing the 
         occurrence and action Borrower intends to take with 
         respect thereto                                                       ___

         Current on tax payments (Yes/No)  (Section 7.5)                 _________

         Insurance in full force and effect (Yes/No) 
         (Sections 6.17 and 7.6)                                         _________

         Have any shares owned by Borrower's management (as
         defined in Section 7.14) been traded (Yes/No)
         If yes, describe                                                _________

         Acceleration notice received for indebtedness 
         aggregating $5,000,000 or more (Section 7.27) since 

<PAGE>

         last Section 7.27 notice (Yes/No)  If yes, promptly 
         provide copy of notice to the extent not previously 
         submitted                                                       _________

         List all outstanding judgments (Section 8.10)                         ___

         List all properties acquired or disposed of since the date 
         of the last financial statements delivered (including the date
         of such acquisition or disposition) (Sections 7.12 and 7.13).   _________

         List all Property Breaches and the nature of such breach,       _________
         if any.  (Section 7.30).  If such Property Breaches exist, the
         covenants calculated herein should be performed both with and
         without the affected Properties.
</TABLE>

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

<PAGE>

                                      EXHIBIT F

                                 ASSIGNMENT AGREEMENT

     This Assignment Agreement (this "Assignment Agreement") between __________ 
__________________________ (the "Assignor") and ________________ (the
"Assignee") is dated as of ______________, 19___.  The parties hereto agree as
follows:

     1.   PRELIMINARY STATEMENT.  The Assignor is a party to a Second Amended
and Restated Unsecured Revolving Credit Agreement (which, as it may be amended,
modified, renewed or extended from time to time is herein called the "Credit
Agreement") described in Item 1 of Schedule 1 attached hereto ("Schedule 1"). 
Capitalized terms used herein and not otherwise defined herein shall have the
meanings attributed to them in the Credit Agreement.

     2.   ASSIGNMENT AND ASSUMPTION.  The Assignor hereby sells and assigns to
the Assignee, and the Assignee hereby purchases and assumes from the Assignor,
an interest in and to the Assignor's rights and obligations under the Credit
Agreement such that after giving effect to such assignment the Assignee shall
have purchased pursuant to this Assignment Agreement the percentage interest
specified in Item 3 of Schedule 1 of all outstanding rights and obligations
under the Credit Agreement and the other Loan Documents.  The aggregate
Commitment (or Loans, if the applicable Commitment has been terminated)
purchased by the Assignee hereunder is set forth in Item 4 of Schedule 1.

     3.   EFFECTIVE DATE.  The effective date of this Assignment Agreement (the
"Effective Date") shall be the later of the date specified in Item 5 of Schedule
1 or two (2) Business Days (or such shorter period agreed to by the
Administrative Agent) after a Notice of Assignment substantially in the form of
Exhibit "I" attached hereto has been delivered to the Agent.  In no event will
the Effective Date occur if the payments required to be made by the Assignee to
the Assignor on the Effective Date under SECTIONS 4 and 5 hereof are not made on
the proposed Effective Date, unless otherwise agreed to in writing by Assignor
and Assignee.  The Assignor will notify the Assignee of the proposed Effective
Date no later than the Business Day prior to the proposed Effective Date.  As of
the Effective Date, (i) the Assignee shall have the rights and obligations of a
Lender under the Loan Documents with respect to the rights and obligations
assigned to the Assignee hereunder and (ii) the Assignor shall relinquish its
rights and be released from its corresponding obligations under the Loan
Documents with respect to the rights and obligations assigned to the Assignee
hereunder.

     4.   PAYMENTS OBLIGATIONS.  On and after the Effective Date, the Assignee
shall be entitled to receive from the Administrative Agent all payments of
principal, interest and fees with respect to the interest assigned hereby.  The
Assignee shall advance funds directly to the Administrative Agent with respect
to all Loans and reimbursement payments made on or after the Effective Date with
respect to the interest assigned hereby.  [In consideration for the sale and
assignment of Loans hereunder, (i) the Assignee shall pay the Assignor, on the
Effective Date, an amount equal to the principal amount of the portion of all
CBR Loans assigned to the Assignee hereunder and (ii) with respect to each LIBOR
Loan made by the Assignor and assigned to the Assignee hereunder which is
outstanding on the Effective Date, (a) on the last day of the Interest Period
therefor or (b) on such earlier date agreed to by the Assignor and the Assignee
or (c) on the date on which any such LIBOR Loan either becomes due (by
acceleration or otherwise) or is prepaid (the date as described in the foregoing
clauses (a), (b) or (c) being 

<PAGE>

hereinafter referred to as the "LIBOR Due Date"), the Assignee shall pay the 
Assignor an amount equal to the principal amount of the portion of such LIBOR 
Loan assigned to the Assignee which is outstanding on the LIBOR Due Date.  If 
the Assignor and the Assignee agree that the applicable LIBOR Due Date for 
such LIBOR Loan shall be the Effective Date, they shall agree, solely for 
purposes of dividing interest paid by the Borrower on such LIBOR Loan, to an 
alternate interest rate applicable to the portion of such Loan assigned 
hereunder for the period from the Effective Date to the end of the related 
Interest Period (the "Agreed Interest Rate") and any interest received by the 
Assignee in excess of the Agreed Interest Rate, with respect to such LIBOR 
Loan for such period, shall be remitted to the Assignor.  In the event a 
prepayment of any LIBOR Loan which is existing on the Effective Date and 
assigned by the Assignor to the Assignee hereunder occurs after the Effective 
Date but before the applicable LIBOR Due Date, the Assignee shall remit to 
the Assignor any excess of the funding indemnification amount paid by the 
Borrower under SECTION 3.4 of the Credit Agreement an account of such 
prepayment with respect to the portion of such LIBOR Loan assigned to the 
Assignee hereunder over the amount which would have been paid if such 
prepayment amount were calculated based on the Agreed Interest Rate and only 
covered the portion of the Interest Period after the Effective Date.  The 
Assignee will promptly remit to the Assignor (i) the portion of any principal 
payments assigned hereunder and received from the Administrative Agent with 
respect to any LIBOR Loan prior to its LIBOR Due Date and (ii) any amounts of 
interest on Loans and fees received from the Administrative Agent which 
relate to the portion of the Loans assigned to the Assignee hereunder for 
periods prior to the Effective Date, in the case of CBR Loans or fees, or the 
LIBOR Due Date, in the case of LIBOR Loans, and not previously paid by the 
Assignee to the Assignor.]*  In the event that either party hereto receives 
any payment to which the other party hereto is entitled under this Assignment 
Agreement, then the party receiving such amount shall promptly remit it to 
the other party hereto.

     5.   FEES PAYABLE BY THE ASSIGNEE.  The Assignee shall pay to the Assignor
a fee on each day on which a payment of interest or Facility Fee is made under
the Credit Agreement with respect to the amounts assigned to the Assignee
hereunder (other than a payment of interest or Facility Fee attributable to the
period prior to the Effective Date or, in the case of LIBOR Loans, the Payment
Date, which the Assignee is obligated to deliver to the Assignor pursuant to
SECTION 4 hereof).  The amount of such fee shall be the difference between (i)
the interest or fee, as applicable, paid with respect to the amounts assigned to
the Assignee hereunder and (ii) the interest or fee, as applicable, which would
have been paid with respect to the amounts assigned to the Assignee hereunder if
each interest rate was calculated at the rate of ___% rather than the actual
percentage used to calculate the interest rate paid by the Borrower or if the
Facility Fee was calculated at the rate of ____% rather than the actual
percentage used to calculate the Facility Fee paid by the Borrower, as
applicable.  In addition, the Assignee agrees to pay ___% of the fee required to
be paid to the Agent in connection with this Assignment Agreement.  [THIS
SENTENCE CAN BE REVISED APPROPRIATELY BASED ON HOW THE FEE IS BEING PAID.]

<PAGE>

*EACH ASSIGNOR MAY INSERT ITS STANDARD PROVISIONS IN LIEU OF THE PAYMENT TERMS
INCLUDED IN SECTIONS 4 AND 5 OF THIS EXHIBIT.

     6.   REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON THE ASSIGNOR'S
LIABILITY.  The Assignor represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim created by the Assignor.  It is
understood and agreed that the assignment and assumption hereunder are made
without recourse to the Assignor and that the Assignor makes no other
representation or warranty of any kind to the Assignee.  Neither the Assignor
nor any of its officers, directors, employees, agents or attorneys shall be
responsible for (i) the due execution, legality, validity, enforceability,
genuineness, sufficiency or collectability of any Loan Document, including
without limitation, documents granting the Assignor and the other Lenders a
security interest in assets of the Borrower or any guarantor, (ii) any
representation, warranty or statement made in or in connection with any of the
Loan Documents, (iii) the financial condition or creditworthiness of the
Borrower or any guarantor, (iv) the performance of or compliance with any of the
terms or provisions of any of the Loan Documents, (v) inspecting any of the
Property, books or records of the Borrower, its Subsidiaries or Investment
Affiliates, (vi) the validity, enforceability, perfection, priority, condition,
value or sufficiency of any collateral securing or purporting to secure the
Loans or (vii) any mistake, error of judgment, or action taken or omitted to be
taken in connection with the Loans or the Loan Documents.

     7.   REPRESENTATIONS OF THE ASSIGNEE.  The Assignee (i) confirms that it
has received a copy of the Credit Agreement and the other Loan Documents,
together with copies of the financial statements requested by the Assignee and
such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into this Assignment Agreement, (ii)
agrees that it will, independently and without reliance upon the Administrative
Agent, the Documentation Agent, the Assignor or any other Lender and based on
such documents and information at it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Loan Documents, (iii) appoints and authorizes the Administrative Agent to
take such action as agent on its behalf and to exercise such powers under the
Loan Documents as are delegated to the Administrative Agent by the terms
thereof, together with such powers as are reasonably incidental thereto, (iv)
agrees that it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender, (v) agrees that its payment instructions and notice
instructions are as set forth in the attachment to Schedule 1, (vi) confirms
that none of the funds, monies, assets or other consideration being used to make
the purchase and assumption hereunder are "plan assets" as defined under ERISA
and that its rights, benefits and interests in and under the Loan Documents will
not be "plan assets" under ERISA, [AND (vii) ATTACHES THE FORMS PRESCRIBED BY
THE INTERNAL REVENUE SERVICE OF THE UNITED STATES CERTIFYING THAT THE ASSIGNEE
IS ENTITLED TO RECEIVE PAYMENTS UNDER THE LOAN DOCUMENTS WITHOUT DEDUCTION OR
WITHHOLDING OF ANY UNITED STATES FEDERAL INCOME TAXES].**

**TO BE INSERTED IF THE ASSIGNEE IS NOT INCORPORATED UNDER THE LAWS OF THE
UNITED STATES, OR A STATE THEREOF.

<PAGE>

     8.   INDEMNITY.  The Assignee agrees to indemnify and hold the Assignor
harmless against any and all losses, costs and expenses (including, without
limitation, reasonable attorneys' fees) and liabilities incurred by the Assignor
in connection with or arising in any manner from the Assignee's non-performance
of the obligations assumed under this Assignment Agreement.

     9.   SUBSEQUENT ASSIGNMENTS.  After the Effective Date, the Assignee shall
have the right pursuant to SECTION 13.3.1 of the Credit Agreement to assign the
rights which are assigned to the Assignee hereunder to any entity or person,
provided that (i) any such subsequent assignment does not violate any of the
terms and conditions of the Loan Documents or any law, rule, regulation, order,
writ, judgment, injunction or decree and that any consent required under the
terms of the Loan Documents has been obtained and (ii) unless the prior written
consent of the Assignor is obtained, the Assignee is not thereby released from
its obligations to the Assignor hereunder, if any remain unsatisfied, including,
without limitation, its obligations under SECTIONS 4, 5 AND 8 hereof.

     10.  REDUCTIONS OF AGGREGATE COMMITMENT.  If any reduction in the Aggregate
Commitment occurs between the date of this Assignment Agreement and the
Effective Date, the percentage interest specified in Item 3 of Schedule 1 shall
remain the same, but the dollar amount purchased shall be recalculated based on
the reduced Aggregate Commitment.

     11.  ENTIRE AGREEMENT.  This Assignment Agreement and the attached Notice
of Assignment embody the entire agreement and understanding between the parties
hereto and supersede all prior agreements and understandings between the parties
hereto relating to the subject matter hereof.

     12.  GOVERNING LAW.  This Assignment Agreement shall be governed by the
internal law, and not the law of conflicts, of the State of Illinois.

<PAGE>

     13.  NOTICES.  Notices shall be given under this Assignment Agreement in
the manner set forth in the Credit Agreement.  For the purpose hereof, the
addresses of the parties hereto (until notice of a change is delivered) shall be
the address set forth in the attachment to Schedule 1.


     IN WITNESS WHEREOF, the parties hereto have executed this Assignment
Agreement by their duly authorized officers as of the date first above written.

                                       [NAME OF ASSIGNOR]

                                       By:
                                              __________________________________

                                       Title:
                                              __________________________________

                                              __________________________________

                                              __________________________________


                                       [NAME OF ASSIGNEE]

                                       By:
                                              __________________________________

                                       Title:
                                              __________________________________

                                              __________________________________

                                              __________________________________

<PAGE>

                                  SCHEDULE 1

                            to Assignment Agreement

<TABLE>

<S>                                                                  <C>
1.   Description and Date of Credit Agreement:

2.   Date of Assignment Agreement: ____________, 19____

3.   Amounts (As of Date of Item 2 above):

          a.   Aggregate Commitment
               (Loans)* under
               Credit Agreement                                      $________

          b.   Assignee's Percentage
               of the Aggregate Commitment
               purchased under this
               Assignment Agreement**                                    ____%

4.   Amount of Assignee's Commitment (Loan Amount)*
     Purchased under this Assignment Agreement:                                $________

5.   Amount of Assignor's Commitment (Loan Amount)
     After Purchase under this Assignment Agreement                  _______________

6.   Proposed Effective Date:                                        _______________


Accepted and Agreed:

[NAME OF ASSIGNOR]                                   [NAME OF ASSIGNEE]
By: _____________________                            By: _____________________
Title: __________________                            Title: __________________

</TABLE>

 *  If a Commitment has been terminated, insert outstanding Loans in place of
    Commitment
**  Percentage taken to 10 decimal places

<PAGE>

               Attachment to SCHEDULE 1 to ASSIGNMENT AGREEMENT

        Attach Assignor's Administrative Information Sheet, which must
include notice address and account information for the Assignor and the Assignee

<PAGE>

                                  EXHIBIT "I"

                            to Assignment Agreement

                                    NOTICE
                                 OF ASSIGNMENT

                                                  ____________, 19__


To:       [NAME OF ADMINISTRATIVE AGENT]
          __________________
          __________________


From:     [NAME OF ASSIGNOR] (the "Assignor")

          [NAME OF ASSIGNEE] (the "Assignee")


          1.  We refer to that Second Amended and Restated Unsecured 
Revolving Credit Agreement (the "Credit Agreement") described in Item 1 of 
Schedule 1 attached hereto ("Schedule 1").  Capitalized terms used herein and 
not otherwise defined herein shall have the meanings attributed to them in 
the Credit Agreement.

          2.  This Notice of Assignment (this "Notice") is given and 
delivered to the Administrative Agent pursuant to SECTION 13.3.2 of the 
Credit Agreement.

          3.  The Assignor and the Assignee have entered into an Assignment 
Agreement, dated as of __________________, 19__ (the "Assignment"), pursuant 
to which, among other things, the Assignor has sold, assigned, delegated and 
transferred to the Assignee, and the Assignee has purchased, accepted and 
assumed from the Assignor the percentage interest specified in Item 3 of 
Schedule 1 of all outstandings, rights and obligations under the Credit 
Agreement.  From and after such purchase, the Assignee's Commitment shall be 
the amount specified in Item 4 of Schedule 1 and the Assignor's Commitment 
shall be the amount specified in Item 5 of Schedule 1.  The Effective Date of 
the Assignment shall be the later of the date specified in Item 5 of Schedule 1 
or two (2) Business Days (or such shorter period as agreed to by the 
Administrative Agent) after this Notice of Assignment and any fee required by 
SECTION 13.3.2 of the Credit Agreement have been delivered to the 
Administrative Agent, provided that the Effective Date shall not occur if any 
condition precedent agreed to by the Assignor and the Assignee or set forth 
in SECTION 13 of the Credit Agreement has not been satisfied.

          4.  The Assignor and the Assignee hereby give to the Administrative 
Agent notice of the assignment and delegation referred to herein.  The 
Assignor will confer with the Administrative Agent before the date specified 
in Item 6 of Schedule 1 to determine if the Assignment Agreement will become 
effective on such date pursuant to SECTION 3 hereof, and will confer with the 
Administrative Agent to determine the Effective Date pursuant to SECTION 3 
hereof if it occurs thereafter.  The Assignor shall notify the Administrative 
Agent if the Assignment Agreement does not become effective on any proposed 
Effective Date as a result of the failure to satisfy the conditions precedent 
agreed to by the Assignor and the Assignee.  At the request of the 
Administrative Agent, the Assignor will give the Administrative Agent written 

<PAGE>

confirmation of the satisfaction of the conditions precedent.

          5.  The Assignor or the Assignee shall pay to the Administrative 
Agent on or before the Effective Date the processing fee of $3,000 required 
by SECTION 13.3.2 of the Credit Agreement.

          6.  If Notes are outstanding on the Effective Date, the Assignor 
and the Assignee request and direct that the Administrative Agent prepare and 
cause the Borrower to execute and deliver new Notes or, as appropriate, 
replacements notes, to the Assignor and the Assignee.  The Assignor and, if 
applicable, the Assignee each agree to deliver to the Administrative Agent 
the original Note received by it from the Borrower upon its receipt of a new 
Note in the appropriate amount.

          7.  The Assignee advises the Administrative Agent that notice and 
payment instructions are set forth in the attachment to Schedule 1.

          8.  The Assignee hereby represents and warrants that none of the 
funds, monies, assets or other consideration being used to make the purchase 
pursuant to the Assignment are "plan assets" as defined under ERISA and that 
its rights, benefits, and interests in and under the Loan Documents will not 
be "plan assets" under ERISA.

          9.  The Assignee authorizes the Administrative Agent to act as its 
agent under the Loan Documents in accordance with the terms thereof.  The 
Assignee acknowledges that the Administrative Agent has no duty to supply 
information with respect to the Borrower or the Loan Documents to the 
Assignee until the Assignee becomes a party to the Credit Agreement.*

*May be eliminated if Assignee is a party to the Credit Agreement prior to the 
Effective Date.

NAME OF ASSIGNOR                                     NAME OF ASSIGNEE

By: _____________________                            By: _____________________

Title: __________________                            Title: __________________


ACKNOWLEDGED AND CONSENTED TO
BY THE FIRST NATIONAL BANK OF CHICAGO, as Administrative Agent


By: _____________________
Title: __________________


                [ATTACH PHOTOCOPY OF SCHEDULE 1 TO ASSIGNMENT]

<PAGE>

                                   EXHIBIT G

                LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION


To:  The First National Bank of Chicago,
     as Administrative Agent (the "Agent") under the Credit Agreement
     Described Below

Re:       Second Amended and Restated Unsecured Revolving Credit Agreement,
          dated as of ____________, 1998 (as amended, modified, renewed or
          extended from time to time, the "Agreement"), among CenterPoint
          Properties Trust (the "Borrower"), The First National Bank of Chicago,
          individually and as Administrative Agent, Lehman Brothers
          Holdings Inc., individually and as Document Agent, and the Lenders
          named therein.  Terms used herein and not otherwise defined shall have
          the meanings assigned thereto in the Credit Agreement.

     The Administrative Agent is specifically authorized and directed to act 
upon the following standing money transfer instructions with respect to the 
proceeds of Advances or other extensions of credit from time to time until 
receipt by the Agent of a specific written revocation of such instructions by 
the Borrower, provided, however, that the Administrative Agent may otherwise 
transfer funds as hereafter directed in writing by the Borrower in accordance 
with Section 14.1 of the Credit Agreement or based on any telephonic notice 
made in accordance with SECTION 2.17 of the Credit Agreement.

Facility Identification Number(s) ______________________________________________

Customer/Account Name __________________________________________________________

Transfer Funds To ______________________________________________________________

                  ______________________________________________________________

                  ______________________________________________________________

For Account No. ________________________________________________________________

Reference/Attention To _________________________________________________________

Authorized Officer (Customer Representative)           Date ____________________

__________________                         ________________________


________________________________             ___________________________________
(PLEASE PRINT)                               SIGNATURE

Bank Officer Name                            Date ______________________________

________________________________             ___________________________________
(PLEASE PRINT)                               SIGNATURE

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

<PAGE>

                                   EXHIBIT H

            MINIMUM SPECIFICATIONS FOR ENVIRONMENTAL INVESTIGATIONS

     The following are Guidelines for the qualification of firms and 
environmental professionals and for information to be included in 
Environmental Site Assessments.  These standards include the minimum elements 
common to acceptable site assessments.  Generally, it is intended for the 
standards to be consistent with those outlined in the American Society for 
Testing and Materials ("ASTM") Designation: E 1527-93.

QUALIFICATIONS OF INVESTIGATING FIRM

     The firm or environmental professional must have 5 years of experience 
in hazardous substances investigation.  The environmental professional 
supervising and signing the report should be experienced in environmental 
site investigations, and should have relevant environmental experience and 
technical qualifications, such as demonstrated by professional registration 
and/or advanced education in related disciplines.  The firm or environmental 
professional performing the work should have adequate professional liability 
insurance.  Borrower and Lenders may agree in advance on qualified firms or 
environmental professionals that will conduct the Phase I Reports.  Borrower 
may from time to time select other firms or environmental professionals that 
meet the minimum qualifications set out above to conduct a Phase I Report, 
subject to approval of the Administrative Agent, which approval shall not be 
unreasonably withheld or delayed.

<PAGE>

DEPTH OF REPORTING REQUIRED

     Phase I - consists of site description, review of historical and 
regulatory data and physical inspection.  The firm or environmental 
professional will follow the standard practices set out in the ASTM E 1527-93 
guidelines in conducting the Phase I Site Assessment and drafting the Report 
and in preparing the Findings and Conclusions.  All deletions and deviations 
from the ASTM E 1527-93 guidelines shall be listed individually and in 
detail.  As an additional component of the Phase I Site Assessment, the firm 
or environmental professional will conduct an asbestos survey or inspection 
in accordance with the protocols set by OSHA under the Occupational Safety & 
Health Act (including protocols set forth under the Asbestos Hazard Emergency 
Response Act (AHERA) that are incorporated into the OSHA protocols) unless an 
alternate protocol is approved by the Administrative Agent.  In all events 
such survey or inspection shall comply with all applicable Environmental 
Laws, including, but not limited to, 29 C.F.R. Section 1910.1001.  The firm 
or environmental professional will also conduct a lead-based paint survey or 
inspection when necessary, including but not limited to prior to demolition 
or renovation work and as required by all applicable Environmental Laws, 
including, but not limited to 29 C.F.R. Sections 1910.1025 and 1926.62.  If no 
potential contamination is indicated, the report should so state, and a 
specific statement should be made that no further investigation is required.

     Phase II - If a Phase I examination indicates the presence of recognized 
environmental conditions which would warrant further appropriate inquiry, the 
consultant should document the basis for that conclusion, recommend a testing 
program for further evaluation, including the areas to be tested and, if 
appropriate, the hazardous constituents of concern, sampling procedures to be 
used and methods used to assess the samples.  If after evaluating the 
recommendation, the Borrower 

<PAGE>

determines that a Phase II is necessary, then the Borrower will request the 
firm or environmental professional to prepare a bid, and may solicit 
competitive bids from other firms or environmental professionals.  The Phase II 
Report should document the extent, and, if possible, source, of contamination 
so that the Borrower can assess whether remediation is required under 
applicable Environmental Laws.  If the Borrower plans to conduct remediation 
estimated to cost more than $250,000 for any Project, the Borrower will 
promptly provide written notice to the Administrative Agent.  If the Borrower 
does not follow the recommendation of the firm or environmental professional 
to conduct a Phase II investigation or remediation for any Project, the 
Borrower will promptly provide written notice to the Administrative Agent.

RELIANCE ON PHASE I REPORT

     The Phase I Report shall include a statement that the firm or 
environmental professional acknowledges that the Lenders will be relying on 
the Report.

<PAGE>

                                   EXHIBIT I

                         FORM OF DESIGNATION AGREEMENT

                          Dated ____________, 199___

     Reference is made to the Second Amended and Restated Credit Agreement 
dated as of ____________, 1998 (as amended, supplemented or otherwise 
modified from time to time, the "Credit Agreement") among CenterPoint 
Properties Trust, a Maryland real estate investment trust (the "Borrower"), 
the Banks parties thereto, and The First National Bank of Chicago, as 
Administrative Agent (the "Administrative Agent") for the Banks.  Terms 
defined in the Credit Agreement are used herein with the same meaning.

     ____________ (the "Designor"), ____________ (the "Designee"), the 
Administrative Agent and the Borrower agree as follows:

     1.  The Designor hereby designates the Designee, and the Designee hereby 
accepts such designation, to have a right to make Competitive Bid Loans 
pursuant to Section 2.14 of the Credit Agreement.  Any assignment by Designor 
to Designee of its rights to make a Competitive Bid Loan pursuant to such 
Section 2.14 shall be effective at the time of the funding for such 
Competitive Bid Loan and not before such time.

     2.  The Designor makes no representation or warranty and assumes no 
responsibility pursuant to this Designation Agreement with respect to (a) any 
statements, warranties or representations made in or in connection with any 
Loan Document or the execution, legality, validity, enforceability, 
genuineness, sufficiency or value of any Loan Document or any other 
instrument and document furnished pursuant thereto and (b) the financial 
condition of the Borrower or any Loan Party of the performance or observance 
by the Borrower or any Loan Party or any of their respective obligations 
under any Loan Document or any other instrument or document furnished 
pursuant thereto.  (It is acknowledged that the Designor may make 
representations and warranties of the type described above in other 
agreements to which the Designor is a party).

     3.  The Designee (a) confirms that it has received a copy of each Loan 
Document, together with copies of the financial statements referred to in 
Section 7.1 of the Credit Agreement and such other documents and information 
as it has deemed appropriate to make its own independent credit analysis and 
decision to enter into this Designation Agreement, (b) agrees that it will, 
independently and without reliance upon the Administrative Agent, the 
Designor or any other Lender and based on such documents and information as 
it shall deem appropriate at the time, continue to make its own credit 
decisions in taking or not taking action under Loan Document; (c) confirms 
that it is a Designated Lender; (d) appoints and authorizes the 
Administrative Agent to take such action as agent on its behalf and to 
exercise such powers and discretion under any Loan Document as are delegated 
to the Administrative Agent by the terms thereof, together with such powers 
and discretion as are reasonably incidental thereto, and (e) agrees that it 
will perform in accordance with their terms all of the obligations which by 
the terms of any Loan Document are required to be performed by it as a Lender.

<PAGE>

     4.  The Designee hereby appoints Designor as Designee's agent and 
attorney in fact, and grants to Designor an irrevocable power of attorney, to 
deliver and receive all communications and notices under the Credit Agreement 
and other Loan Documents and to exercise on Designee's behalf all rights to 
vote and to grant and made approvals, waivers, consents or amendment to or 
under the Credit Agreement or other Loan Documents.  Any document executed by 
the Designor on the Designee's behalf in connection with the Credit Agreement 
or other Loan Documents shall be binding on the Designee.  The Borrower, the 
Administrative Agent and each of the Banks may rely on and are beneficiaries 
of the preceding provisions.

     5.  Following the execution of this Designation Agreement by the 
Designor and its Designee, it will be delivered to the Administrative Agent 
for acceptance and recording by the Administrative Agent.  The effective date 
for this Designation Agreement (the "Effective Date") shall be the date of 
acceptance hereof by the Administrative Agent, unless otherwise specified on 
the signature page thereto.

     6.  Neither the Administrative Agent nor the Borrower shall institute, 
or join any other person in instituting, against the Designee any bankruptcy, 
reorganization, arrangement, insolvency or liquidation proceeding, or other 
proceeding under any federal or state bankruptcy or similar law at any time 
that the Designee has any outstanding debt or other securities which are 
rated by S&P, Moody's or any other rating agency or at any time within one 
year and one day after the date such debt or other securities have been 
repaid in full.

     7.  The Designor unconditionally agrees to pay or reimburse the Designee 
and save the Designee harmless against all liabilities, obligations, losses, 
damages, penalties, actions, judgments, suits, costs, expenses or 
disbursements of any kind or nature whatsoever which may be imposed or 
asserted by any of the parties to the Loan Documents against the Designee, in 
its capacity as such, in any way relating to or arising out of this 
Designation Agreement or any other Loan Documents or any action taken or 
omitted by the Designee hereunder or thereunder, PROVIDED that the Designor 
shall not be liable for any portion of such liabilities, obligations, losses, 
damage, penalties, actions, judgments, suits, costs, expenses or 
disbursements if the same results from the Designee's gross negligence or 
willful misconduct.

     8.  Upon such acceptance and recording by the Administrative Agent, as 
of the Effective Date, the Designee shall be a party to the Credit Agreement 
with a right to make Competitive Bid Loans as pursuant to Section 2.14 of the 
Credit Agreement and the rights and obligations of a Lender related thereto.

     9.  This Designation Agreement shall be governed by, and construed in 
accordance with, the laws of the State of Illinois, without reference to the 
provisions thereof regarding conflicts of law.

     10.  This Designation Agreement may be executed in any number of 
counterparts and by 


                                       -2-

<PAGE>

different parties hereto in separate counterparts, each of which when so 
executed shall be deemed to be an original and all of which taken together 
shall constitute one and the same agreement.  Delivery of an executed 
counterpart of a signature page to this Designation Agreement by facsimile 
transmission shall be effective as of delivery of a manually executed 
counterpart of this Designation Agreement.


                                       -3-

<PAGE>

     IN WITNESS WHEREOF, the Designor and the Designee, intending to be 
legally bound, have caused this Designation Agreement to be executed by their 
officers thereunto duly authorized as of the date first above written.

Effective Date(9) ____________, 199__
                                                 [NAME OF DESIGNOR], as Designor

___________________                              By: ___________________________

___________________                              Title: ________________________


                                                 [NAME OF DESIGNEE], as Designee

___________________                              By: ___________________________

___________________                              Title: ________________________

                                                 Applicable Lending Office (and
                                                 address for notices):

                                                                       [ADDRESS]

Accepted this ____ day
of ____________, 199__

[AGENT], as Agent                                [BORROWER]

By: _______________________________              By: ___________________________

_______________

Title: ____________________________              Title: ________________________

_______________



____________________
     (9)  This date should be no earlier than five Business Days after the
     delivery of this Designation Agreement to the Administrative Agent.


                                       -4-

<PAGE>

                                   EXHIBIT J

                   AMENDMENT TO SECOND AMENDED AND RESTATED
                     UNSECURED REVOLVING CREDIT AGREEMENT

     This Amendment to the Second Amended and Restated Unsecured Revolving
Credit Agreement (the "Amendment") is made as of _______________, _____, by and
among Centerpoint Properties Trust ("Borrower"), The First National Bank of
Chicago, individually and as "Administrative Agent", and one or more new or
existing "Lenders" shown on the signature pages hereof.

                                R E C I T A L S

A.  Borrower, Administrative Agent and certain other Lenders have entered 
into a Second Amended and Restated Unsecured Revolving Credit Agreement dated 
as of ____________, 1998 (as amended, the "Credit Agreement").  All 
capitalized terms used herein and not otherwise defined shall have the 
meanings given to them in the Credit Agreement.

B.  Pursuant to the terms of the Credit Agreement, the Lenders initially 
agreed to provide Borrower with a revolving credit facility in an aggregate 
principal amount of up to $250,000,000.  The Borrower, the Administrative 
Agent and the Lenders now desire to amend the Credit Agreement in order to, 
among other things (i) increase the Aggregate Commitment to $___,000,000; and 
(ii) admit [NAME OF NEW BANKS] as "Lenders" under the Credit Agreement.

     NOW, THEREFORE, in consideration of the foregoing Recitals and for other 
good and valuable consideration, the receipt and sufficiency of which are 
hereby acknowledged, the parties hereto agree as follows:

                                  AGREEMENTS

     1.  The foregoing Recitals to this Amendment hereby are incorporated 
into and made part of this Amendment.

     2.  From and after ____________, ____ (the "Effective Date") (i) [NAME OF 
NEW BANKS] shall be considered as "Lenders" under the Credit Agreement and 
the Loan Documents, and (ii) [NAME OF EXISTING LENDERS] shall each be deemed 
to have increased its Commitment to the amount shown next to their respective 
signatures on the signature pages of this Amendment, each having a Commitment 
in the amount shown next to their respective signatures on the signature 
pages of this Amendment.  The Borrower shall, on or before the Effective 
Date, execute and deliver to each of such new or existing Lenders a new or 
amended and restated Note in the amount of such Commitment (and in the case 
of a new Lender, a Competitive Bid Note as well).

     3.  From and after the Effective Date, the Aggregate Commitment shall 
equal ______ Million Dollars ($___,000,000).


                                       -5-

<PAGE>

     4.  For purposes of Section 14.1 of the Credit Agreement (Giving 
Notice), the address(es) and facsimile number(s) for [NAME OF NEW BANKS] 
shall be as specified below their respective signature(s) on the signature 
pages of this Amendment.

     5.  The Borrower hereby represents and warrants that, as of the 
Effective Date, there is no Default or Unmatured Default, the representations 
and warranties contained in Article VI of the Credit Agreement are true and 
correct as of such date and the Borrower has no offsets or claims against any 
of the Lenders.

     6.  As expressly modified as provided herein, the Credit Agreement shall 
continue in full force and effect.

     7.  This Amendment may be executed in any number of counterparts, all of 
which taken together shall constitute one agreement, and any of the parties 
hereto may execute this Amendment by signing any such counterpart.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as 
of the date first written above.

CENTERPOINT PROPERTIES TRUST, a                     THE FIRST NATIONAL BANK OF
Maryland real estate investment trust               CHICAGO, Individually and as
                                                    Administrative Agent

By: _______________________
Print Name: _______________                         By: ________________________
Title: ____________________                         Print Name: ________________
                                                    Title: _____________________

1808 Swift Road
Oakbrook, Illinois 60532-1501                       One First National Plaza
Phone: ________________                             Chicago, Illinois 60670
Facsimile: ____________                             Phone: (312) 732-2107
Attention: Paul S. Fisher                           Facsimile: (312) 732-1117
                                                    Attention: Gregory Gilbert
                                                               Suite 0151,
                                                               14th Floor

Amount of Commitment:    $________                  [NAME OF NEW LENDER]
                          ________

                                                    By: ________________________
                                                    Print Name: ________________
                                                    Title: _____________________

                                                    [ADDRESS OF NEW LENDER]


                                       -6-

<PAGE>

                                                    Phone: _____________________
                                                    Facsimile: _________________
                                                    Attention: _________________


                                       -7-

<PAGE>

                                      SCHEDULE 1

                          SUBSIDIARIES AND OTHER INVESTMENTS
                                  (See SECTION 6.7)

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
                                                                                    Qualifying
                                                                                    Investment                       Description
   Investment      Owned        Amount of        Percent      Jurisdiction of       Affiliate        Properties      of Business
       In            By        Investment       Ownership      Organization        (Yes or No)          Owned         Operations
-----------------------------------------------------------------------------------------------------------------------------------
<S>              <C>         <C>             <C>           <C>                   <C>                <C>              <C>
-----------------------------------------------------------------------------------------------------------------------------------

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

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

</TABLE>




                                    -8-
<PAGE>

                                    SCHEDULE 2

                                UNENCUMBERED ASSETS
                                (See SECTION 6.24)

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------------------
       Project Name                                        Date Placed                             Fee or          If Leasehold,
       and Address**           Type of Project             In Service            Owned By         Leasehold        Ground Lessor


<S>                          <C>                         <C>                  <C>               <C>              <C>
-----------------------------------------------------------------------------------------------------------------------------------

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

</TABLE>

**  Those Properties identified with an asterisk are Restricted Unencumbered 
Assets (as defined in SECTION 7.25).



<PAGE>

                                      SCHEDULE 3

                                INDEBTEDNESS AND LIENS
                                  (See SECTION 7.16)

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
                                                             Maturity and
    Indebtedness       Indebtedness          Property          Amount of
    Incurred By          Owned To           Encumbered       Indebtedness
-----------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>                   <C>            <C>
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------

</TABLE>


<PAGE>

                                 SCHEDULE 4

                        PLANS AND MULTIEMPLOYER PLANS


                                   None.


























                                    -11-
<PAGE>

                                  SCHEDULE 5

                          ENVIRONMENTAL DISCLOSURES


                                    None.


























                                    -12-
<PAGE>

                                  SCHEDULE 6

                           NONCOMPLIANCE WITH LAWS


                                    None.


























                                    -13-
<PAGE>

                                  SCHEDULE 7

                        LITIGATION AND INVESTIGATIONS


                                    None.

























                                    -14-
<PAGE>

                                  SCHEDULE 8

                            CONTINGENT OBLIGATIONS


                                    None.





















                                    -15-
<PAGE>

                                  SCHEDULE 9

                             INDEBTEDNESS DEFAULTS


                                     None.




















                                    -16-