<PAGE>

                                 AMENDED AND RESTATED

                         UNSECURED REVOLVING CREDIT AGREEMENT

                            DATED AS OF NOVEMBER 13, 1997

                                        AMONG

                            CENTERPOINT PROPERTIES TRUST,

                                     AS BORROWER,

                         THE FIRST NATIONAL BANK OF CHICAGO

                       AS ADMINISTRATIVE AGENT AND LENDER, AND


                            LEHMAN BROTHERS HOLDINGS INC.,

                                        D/B/A

                                   LEHMAN CAPITAL,

                                    A DIVISION OF

                            LEHMAN BROTHERS HOLDINGS INC.

                        AS DOCUMENTATION AGENT AND LENDER, AND

                              THE SEVERAL OTHER LENDERS
                           FROM TIME TO TIME PARTIES HERETO


<PAGE>

                                  TABLE OF CONTENTS

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

ARTICLE II     THE CREDIT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
     2.1.      COMMITMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
     2.2.      FINAL PRINCIPAL PAYMENT AND EXTENSION OPTION. . . . . . . . . . . . 20
     2.3.      RATABLE LOANS . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
     2.4.      APPLICABLE MARGINS. . . . . . . . . . . . . . . . . . . . . . . . . 21
     2.5.      FACILITY FEE. . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
     2.6.      OTHER FEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
     2.7.      MINIMUM AMOUNT OF EACH ADVANCE. . . . . . . . . . . . . . . . . . . 22
     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.. . . . . . . . . . . . . . . . . . . 24
     2.12.     RATES APPLICABLE AFTER DEFAULT. . . . . . . . . . . . . . . . . . . 24
     2.13.     SWING LINE LOANS. . . . . . . . . . . . . . . . . . . . . . . . . . 25
     2.14.     COMPETITIVE BID LOANS . . . . . . . . . . . . . . . . . . . . . . . 26
     2.15.     FIXED RATE LOANS. . . . . . . . . . . . . . . . . . . . . . . . . . 30
     2.16.     METHOD OF PAYMENT . . . . . . . . . . . . . . . . . . . . . . . . . 30
     2.17.     NOTES; TELEPHONIC NOTICES . . . . . . . . . . . . . . . . . . . . . 31
     2.18.     INTEREST PAYMENT DATES; INTEREST AND FEE BASIS. . . . . . . . . . . 31
     2.19.     NOTIFICATION OF ADVANCES, INTEREST RATES AND PREPAYMENTS. . . . . . 32
     2.20.     LENDING INSTALLATIONS . . . . . . . . . . . . . . . . . . . . . . . 32
     2.21.     NON-RECEIPT OF FUNDS BY THE ADMINISTRATIVE AGENT. . . . . . . . . . 32
     2.22.     WITHHOLDING TAX EXEMPTION . . . . . . . . . . . . . . . . . . . . . 33
     2.23.     VOLUNTARY REDUCTION OF AGGREGATE COMMITMENT AMOUNT. . . . . . . . . 33
     2.24.     USURY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
     2.25.     APPLICATION OF MONEYS RECEIVED. . . . . . . . . . . . . . . . . . . 34

ARTICLE III    THE LETTER OF CREDIT SUBFACILITY. . . . . . . . . . . . . . . . . . 35
     3.1.      OBLIGATION TO ISSUE . . . . . . . . . . . . . . . . . . . . . . . . 35
     3.2.      TYPES AND AMOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . 35
     3.3.      CONDITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
     3.4.      PROCEDURE FOR ISSUANCE OF FACILITY LETTERS OF CREDIT. . . . . . . . 36
     3.5.      REIMBURSEMENT OBLIGATIONS; DUTIES OF ISSUING BANK . . . . . . . . . 38
     3.6.      PARTICIPATION . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
     3.7.      PAYMENT OF REIMBURSEMENT OBLIGATIONS. . . . . . . . . . . . . . . . 39
     3.8.      COMPENSATION FOR FACILITY LETTERS OF CREDIT . . . . . . . . . . . . 40
     3.9.      LETTER OF CREDIT COLLATERAL ACCOUNT . . . . . . . . . . . . . . . . 41

ARTICLE IV     CHANGE IN CIRCUMSTANCES . . . . . . . . . . . . . . . . . . . . . . 41
     4.1.      YIELD PROTECTION. . . . . . . . . . . . . . . . . . . . . . . . . . 41
</TABLE>

                                         -i-
<PAGE>

<TABLE>
<S>            <C>                                                                <C>
     4.2.      CHANGES IN CAPITAL ADEQUACY REGULATIONS . . . . . . . . . . . . . . 42
     4.3.      AVAILABILITY OF LIBOR ADVANCES. . . . . . . . . . . . . . . . . . . 42
     4.4.      FUNDING INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . 43
     4.5.      LENDER STATEMENTS; SURVIVAL OF INDEMNITY. . . . . . . . . . . . . . 43
     4.6.      LIMITATION ON BORROWER'S LIABILITY. . . . . . . . . . . . . . . . . 43

ARTICLE V      CONDITIONS PRECEDENT. . . . . . . . . . . . . . . . . . . . . . . . 44
     5.1.      INITIAL ADVANCE . . . . . . . . . . . . . . . . . . . . . . . . . . 44
     5.2.      CONDITIONS TO EACH ADVANCE, ISSUANCE OF FACILITY
               LETTER OF CREDIT AND CONTINUATION/CONVERSION. . . . . . . . . . . . 46

ARTICLE VI     REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . . . . . . 47
     6.1.      EXISTENCE.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
     6.2.      AUTHORIZATION AND VALIDITY. . . . . . . . . . . . . . . . . . . . . 47
     6.3.      NO CONFLICT; GOVERNMENT CONSENT . . . . . . . . . . . . . . . . . . 47
     6.4.      FINANCIAL STATEMENTS; MATERIAL ADVERSE CHANGE . . . . . . . . . . . 48
     6.5.      TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
     6.6.      LITIGATION AND CONTINGENT OBLIGATIONS . . . . . . . . . . . . . . . 48
     6.7.      SUBSIDIARIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
     6.8.      ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
     6.9.      ACCURACY OF INFORMATION . . . . . . . . . . . . . . . . . . . . . . 49
     6.10.     REGULATION U. . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
     6.11.     MATERIAL AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . 50
     6.12.     COMPLIANCE WITH LAWS. . . . . . . . . . . . . . . . . . . . . . . . 50
     6.13.     OWNERSHIP OF PROPERTIES . . . . . . . . . . . . . . . . . . . . . . 50
     6.14.     INVESTMENT COMPANY ACT. . . . . . . . . . . . . . . . . . . . . . . 50
     6.15.     PUBLIC UTILITY HOLDING COMPANY ACT. . . . . . . . . . . . . . . . . 50
     6.16.     SOLVENCY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
     6.17.     INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
     6.18.     NYSE AND REIT STATUS. . . . . . . . . . . . . . . . . . . . . . . . 51
     6.19.     ENVIRONMENTAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . 51
     6.20.     LICENSES, ETC.. . . . . . . . . . . . . . . . . . . . . . . . . . . 53
     6.21.     JUDGMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
     6.22.     PROPERTY MANAGER. . . . . . . . . . . . . . . . . . . . . . . . . . 53
     6.23.     UPDATED SCHEDULES . . . . . . . . . . . . . . . . . . . . . . . . . 53
     6.24.     UNENCUMBERED ASSETS . . . . . . . . . . . . . . . . . . . . . . . . 53

ARTICLE VII    COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
     7.1.      FINANCIAL REPORTING . . . . . . . . . . . . . . . . . . . . . . . . 56
     7.2.      USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . 59
     7.3.      NOTICE OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . 59
     7.4.      CONDUCT OF BUSINESS . . . . . . . . . . . . . . . . . . . . . . . . 59
     7.5.      TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
     7.6.      INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
</TABLE>


                                         -ii-
<PAGE>

<TABLE>
<S>            <C>                                                                <C>
     7.7.      COMPLIANCE WITH LAWS. . . . . . . . . . . . . . . . . . . . . . . . 61
     7.8.      MAINTENANCE OF PROPERTIES . . . . . . . . . . . . . . . . . . . . . 61
     7.9.      INSPECTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
     7.10.     MAINTENANCE OF STATUS . . . . . . . . . . . . . . . . . . . . . . . 61
     7.11.     DIVIDENDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
     7.12.     MERGER; SALE OF ASSETS. . . . . . . . . . . . . . . . . . . . . . . 61
     7.13.     TRANSFERS OF UNENCUMBERED ASSETS. . . . . . . . . . . . . . . . . . 62
     7.14.     OWNERSHIP AND CONTROL OF BORROWER . . . . . . . . . . . . . . . . . 62
     7.15.     SUBSIDIARIES AND QUALIFYING INVESTMENT AFFILIATES . . . . . . . . . 62
     7.16.     LIENS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
     7.17.     AFFILIATES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
     7.18.     INTEREST RATE HEDGING . . . . . . . . . . . . . . . . . . . . . . . 64
     7.19.     VARIABLE INTEREST INDEBTEDNESS. . . . . . . . . . . . . . . . . . . 64
     7.20.     CONSOLIDATED NET WORTH. . . . . . . . . . . . . . . . . . . . . . . 64
     7.21.     INDEBTEDNESS AND CASH FLOW COVENANTS. . . . . . . . . . . . . . . . 64
     7.22.     ENVIRONMENTAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . 65
     7.23.     NOTIFICATION OF RATING CHANGE . . . . . . . . . . . . . . . . . . . 66
     7.24.     MAXIMUM REVENUE FROM SINGLE TENANT. . . . . . . . . . . . . . . . . 67
     7.25.     NEGATIVE PLEDGE . . . . . . . . . . . . . . . . . . . . . . . . . . 67
     7.26.     MANAGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
     7.27.     ACCELERATION NOTICE . . . . . . . . . . . . . . . . . . . . . . . . 67
     7.28.     LIEN SEARCHES; TITLE SEARCHES . . . . . . . . . . . . . . . . . . . 67
     7.29.     ADDITIONAL COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . 67
     7.30.     CALCULATION OF FINANCIAL COVENANTS UPON PROPERTY BREACHES . . . . . 67

ARTICLE VIII   DEFAULTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

ARTICLE IX     ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES. . . . . . . . . . . 71
     9.1.      ACCELERATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
     9.2.      AMENDMENTS, WAIVERS, DECISIONS.   . . . . . . . . . . . . . . . . . 71
     9.3.      PRESERVATION OF RIGHTS. . . . . . . . . . . . . . . . . . . . . . . 72

ARTICLE X      GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . . . 73
     10.1.          SURVIVAL OF REPRESENTATIONS. . . . . . . . . . . . . . . . . . 73
     10.2.          GOVERNMENTAL REGULATION. . . . . . . . . . . . . . . . . . . . 73
     10.3.          TAXES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
     10.4.          HEADINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
     10.5.          ENTIRE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . 73
     10.6.          SEVERAL OBLIGATIONS; BENEFITS OF THIS AGREEMENT. . . . . . . . 73
     10.7.          EXPENSES; INDEMNIFICATION. . . . . . . . . . . . . . . . . . . 73
     10.8.          NUMBERS OF DOCUMENTS . . . . . . . . . . . . . . . . . . . . . 74
     10.9.          ACCOUNTING . . . . . . . . . . . . . . . . . . . . . . . . . . 74
     10.10. SEVERABILITY OF PROVISIONS . . . . . . . . . . . . . . . . . . . . . . 74
</TABLE>


                                        -iii-
<PAGE>

<TABLE>
<S>            <C>                                                                <C>
     10.11.    NONLIABILITY OF LENDERS, ARRANGERS, ADMINISTRATIVE
               AGENT AND DOCUMENTATION AGENT . . . . . . . . . . . . . . . . . . . 74
     10.12.    PUBLICITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
     10.13.    BROKERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
     10.14.    CONFIDENTIALITY . . . . . . . . . . . . . . . . . . . . . . . . . . 75
     10.15.    CHOICE OF LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
     10.16.    CONSENT TO JURISDICTION . . . . . . . . . . . . . . . . . . . . . . 76
     10.17.    WAIVER OF JURY TRIAL. . . . . . . . . . . . . . . . . . . . . . . . 76

ARTICLE XI     THE ADMINISTRATIVE AGENT AND AGREEMENTS AMONG LENDERS . . . . . . . 76
     11.1.          APPOINTMENT. . . . . . . . . . . . . . . . . . . . . . . . . . 76
     11.2.          POWERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
     11.3.          GENERAL IMMUNITY . . . . . . . . . . . . . . . . . . . . . . . 77
     11.4.          NO RESPONSIBILITY FOR LOANS, RECITALS, ETC.. . . . . . . . . . 77
     11.5.          ACTION ON INSTRUCTIONS OF LENDERS. . . . . . . . . . . . . . . 77
     11.6.          EMPLOYMENT OF ADMINISTRATIVE AGENTS AND COUNSEL. . . . . . . . 78
     11.7.          RELIANCE ON DOCUMENTS; COUNSEL . . . . . . . . . . . . . . . . 78
     11.8.          ADMINISTRATIVE AGENT'S REIMBURSEMENT
                    AND INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . 78
     11.9.          RIGHTS AS A LENDER . . . . . . . . . . . . . . . . . . . . . . 78
     11.10.    LENDER CREDIT DECISION. . . . . . . . . . . . . . . . . . . . . . . 79
     11.11.    SUCCESSOR ADMINISTRATIVE AGENT. . . . . . . . . . . . . . . . . . . 79
     11.12.    NOTICE OF DEFAULTS. . . . . . . . . . . . . . . . . . . . . . . . . 80
     11.13.    REQUESTS FOR APPROVAL . . . . . . . . . . . . . . . . . . . . . . . 80
     11.14.    COPIES OF DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . . 80
     11.15.    DEFAULTING LENDERS. . . . . . . . . . . . . . . . . . . . . . . . . 80

ARTICLE XII    RATABLE PAYMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . 81
     12.1.     Intentionally Deleted . . . . . . . . . . . . . . . . . . . . . . . 81
     12.2.     Ratable Payments. . . . . . . . . . . . . . . . . . . . . . . . . . 81

ARTICLE XIII   BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS . . . . . . . . . 82
     13.1.     SUCCESSORS AND ASSIGNS. . . . . . . . . . . . . . . . . . . . . . . 82
     13.2.     PARTICIPATIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . 82
               13.2.1.   PERMITTED PARTICIPANTS; EFFECT. . . . . . . . . . . . . . 82
               13.2.2.   VOTING RIGHTS . . . . . . . . . . . . . . . . . . . . . . 82
     13.3.     ASSIGNMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
               13.3.1.   PERMITTED ASSIGNMENTS . . . . . . . . . . . . . . . . . . 83
               13.3.2.   EFFECT; EFFECTIVE DATE. . . . . . . . . . . . . . . . . . 83
     13.4.     DESIGNATION OF LENDER TO MAKE COMPETITIVE LOANS . . . . . . . . . . 84
     13.5.     DISSEMINATION OF INFORMATION. . . . . . . . . . . . . . . . . . . . 85
     13.6.     TAX TREATMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
     13.7.     POSSESSION OF LOAN DOCUMENTS AND REGISTER . . . . . . . . . . . . . 85
</TABLE>


                                         -iv-
<PAGE>

<TABLE>
<S>            <C>                                                                <C>
ARTICLE XIV    NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
     14.1.     GIVING NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . 85
     14.2.     CHANGE OF ADDRESS . . . . . . . . . . . . . . . . . . . . . . . . . 86
     14.3.     ACCOUNTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86

ARTICLE XV     COUNTERPARTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
</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


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>


                                         -v-
<PAGE>

                                 AMENDED AND RESTATED
                         UNSECURED REVOLVING CREDIT AGREEMENT

     This Amended and Restated Unsecured Revolving Credit Agreement
("AGREEMENT"), dated as of November 13, 1997, 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"), LEHMAN BROTHERS HOLDINGS INC.
D/B/A LEHMAN CAPITAL, A DIVISION OF LEHMAN BROTHERS HOLDINGS INC. ("LEHMAN") not
individually but as Documentation Agent and THE FIRST NATIONAL BANK OF CHICAGO,
not individually, but as "ADMINISTRATIVE 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 four retail properties
having approximately 73,000 square feet of gross leasable area 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 are
parties to an Unsecured Revolving Credit Agreement dated as of October 23, 1996,
as previously amended (the "EXISTING 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 "EXISTING FACILITY").

     D.   The Borrower has requested that the Lenders increase the amount of
loans that are available to the Borrower to the aggregate amount of $150,000,000
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 Existing Facility, including the admission of
additional Lenders.  The Administrative Agent, the Documentation Agent and the
Lenders have agreed to do so.

     E.   The Documentation Agent and First Chicago Capital Markets, Inc. have
arranged the Facility between the Lenders and Borrower and coordinated the
closing of the Facility.

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

                                      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 $150,000,000, subject to Borrower's right to
reduce the Aggregate Commitment pursuant to SECTION 2.22 and which shall
otherwise only be increased with the consent of all Lenders.

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


                                         -2-
<PAGE>

     "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 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).


                                         -3-
<PAGE>

     "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.

     "CLOSING DATE" means the date of this Agreement.

     "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


                                         -4-
<PAGE>

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 the 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, and
(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.

     "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


                                         -5-
<PAGE>

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.

     "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.


                                         -6-
<PAGE>

     "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.

     "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.


                                         -7-
<PAGE>

     "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 D.

     "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, 1999, 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 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.


                                         -8-
<PAGE>

     "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 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


                                         -9-
<PAGE>

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 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, and (k) such Person's pro rata share of debt in Investment
Affiliates and 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


                                         -10-
<PAGE>

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.

     "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).



                                         -11-
<PAGE>

     "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 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


                                         -12-
<PAGE>

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 $50,000,000, 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, 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


                                         -13-
<PAGE>

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 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.

     "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.

     "PERMITTED LIENS" are defined in SECTION 7.16.


                                         -14-
<PAGE>

     "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
fifty percent (50%) 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 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 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).


                                         -15-
<PAGE>

     "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) CenterPoint Realty Services Corporation ("CRS"), (c) CenterPoint Realty
Management Corporation, (d) CP Realty Management Co. I, and (e) 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.

     "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 13.6.

     "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


                                         -16-
<PAGE>

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.

     "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.


                                         -17-
<PAGE>

     "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 13.4.

     "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 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 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


                                         -18-
<PAGE>

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 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


                                         -19-
<PAGE>

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 1% 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 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.

     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


                                         -20-
<PAGE>

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
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 ratings of the
Borrower's


                                         -21-
<PAGE>

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, subject to the provisions contained in the next
sentence.  In the event that S&P has not issued a rating within six months of
the Closing Date, the rating shall be deemed to be BBB-.  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, 1997 for the period from the date
hereof to December 31, 1997.

     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, including an annual administrative agent fee of $30,000 to
the Administrative


                                         -22-
<PAGE>

Agent, payable quarterly in arrears (the "Administrative Agent's fee")
commencing  December 31, 1997.

     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 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.


                                         -23-
<PAGE>

     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.

     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 seven (7) 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


                                         -24-
<PAGE>

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
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


                                         -25-
<PAGE>

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 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 50% 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,


                                         -26-
<PAGE>

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

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

The Borrower may request offers to make Competitive Bid Loans for more than one
(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.


                                         -27-
<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 Lender of such rejection as soon as practical.


                                         -28-
<PAGE>

          (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.

          (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


                                         -29-
<PAGE>

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 fifty percent (50%) 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 2.11.

          (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.

     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.


                                         -30-
<PAGE>

     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 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


                                         -31-
<PAGE>

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, 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


                                         -32-
<PAGE>

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, 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


                                         -33-
<PAGE>

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.     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.

     2.25.     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;


                                         -34-
<PAGE>

       (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, 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:


                                         -35-
<PAGE>

        (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;

       (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.


                                         -36-
<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


                                         -37-
<PAGE>

give a copy of the Letter of Credit Request to 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 confirm that any
documents required to be


                                         -38-
<PAGE>

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.

          (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


                                         -39-
<PAGE>

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.

          (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,


                                         -40-
<PAGE>

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 2.15 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 account and the proceeds thereof.


                                         -41-
<PAGE>

                                      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
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

                                         -42-
<PAGE>

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.

     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


                                         -43-
<PAGE>

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 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


                                         -44-
<PAGE>

                 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
                 Material Adverse Effect has occurred since December 31, 1996;

          (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;


                                         -45-
<PAGE>

         (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;

         (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


                                         -46-
<PAGE>

                 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 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


                                         -47-
<PAGE>

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 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


                                         -48-
<PAGE>

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 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


                                         -49-
<PAGE>

"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 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


                                         -50-
<PAGE>

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 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


                                         -51-
<PAGE>

                 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 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,


                                         -52-
<PAGE>

                 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, 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.



                                         -53-
<PAGE>

     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 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


                                         -54-
<PAGE>

     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 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.


                                         -55-
<PAGE>

               (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)).


                                     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:


                                         -56-
<PAGE>

        (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;

      (iii)    As soon as publicly available but in no event later than 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


                                         -57-
<PAGE>

               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.

      (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;


                                         -58-
<PAGE>

        (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, 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


                                         -59-
<PAGE>

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:

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

     CATEGORIES OF ASSETS                         TOTAL INVESTMENT LIMITATIONS
--------------------------------------------------------------------------------
(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)
--------------------------------------------------------------------------------
(iii)  stock holdings other than in               5% of Market Capitalization
       Subsidiaries and Qualifying
       Investment Affiliates
--------------------------------------------------------------------------------
(iv)   mortgages other than Qualified             5% of Market Capitalization
       Mortgages
--------------------------------------------------------------------------------
(v)    joint ventures and partnerships            10% of Market Capitalization
       other than investments in Qualifying
       Investment Affiliates
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

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,


                                         -60-
<PAGE>

and (c) no single industrial property investment shall exceed 10% of Market
Capitalization.  For the purposes of this SECTION 7.4, all investments shall be
valued in accordance with GAAP.

     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


                                         -61-
<PAGE>

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.

     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 the Closing Date to the date of such sale
comprise 25% or more of Market Capitalization for the most recent available
quarter.

     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


                                         -62-
<PAGE>

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;

         (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;


                                         -63-
<PAGE>

         (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.

     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 $150,000,000, unless the amount in excess of
$150,000,000 is covered by interest rate caps or other interest rate protection
products reasonably satisfactory to the Required Lenders.


                                         -64-
<PAGE>

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) $275,000,000 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 the Closing Date.

     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;

             (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 1% 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


                                         -65-
<PAGE>

                   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;

             (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

             (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 F.  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


                                         -66-
<PAGE>

                   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.

     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.  After the
effective date of the Negative Pledge Agreement pursuant to SECTION 7.25, such
Title Searches may be required more frequently provided, however, that the
Borrower shall not be required to pay for more than one set of searches during
any calendar year.

     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


                                         -67-
<PAGE>

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.

     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.


                                         -68-
<PAGE>

     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.

     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


                                         -69-
<PAGE>

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.

     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


                                         -70-
<PAGE>

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


     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)


                                         -71-
<PAGE>

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, 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:

            (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.

             (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.

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


                                         -72-
<PAGE>

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.


                                      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.


                                         -73-
<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.

     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


                                         -74-
<PAGE>

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.

     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


                                         -75-
<PAGE>

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.

     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.


                                         -76-
<PAGE>

                                      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.

     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.


                                         -77-
<PAGE>

     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.

     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


                                         -78-
<PAGE>

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.

               (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.

     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


                                         -79-
<PAGE>

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.

     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.


                                         -80-
<PAGE>

     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 and according to Section 14 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.

     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.


                                         -81-
<PAGE>


                                     ARTICLE XII

                                   RATABLE PAYMENTS


     12.1.     Intentionally Deleted.

     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.


                                         -82-
<PAGE>

     13.2.     PARTICIPATIONS.

          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.

          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 $10,000,000 per assignee) of
     its rights and obligations under the Loan Documents, provided that unless
     such Lender sells its entire interest, it must maintain a minimum
     Commitment of $10,000,000 (exclusive of any portion of its Commitment in
     which it has sold a participation interest other than participations where
     the Lender, Documentation Agent or Administrative Agent retains full voting
     control).  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
     $10,000,000 minimum assignment amount or the requirement set forth below
     regarding Borrower's consent or the fee in Section 13.3.2(ii).  If the
     Aggregate Commitment is reduced the references to $10,000,000 contained in
     this Section 13.3.1 shall be reduced proportionately.  Any Person to whom
     such rights and obligations are assigned is a "PURCHASER".  Such assignment
     shall be substantially in the form of EXHIBIT D hereto or in such other
     form as may be agreed to


                                         -83-
<PAGE>

     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 or if it obtains the consent of
     Borrower and any Lender which after such assignment would have a Percentage
     greater than the new Percentage of the Lender making the assignment.
     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.

          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 D 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.


                                         -84-
<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 2.17.

     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


                                         -85-
<PAGE>

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 2.16
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


     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


                                         -86-
<PAGE>

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.


     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:_________________________________

                                       401 N. Michigan Avenue, Suite 3000
                                       Chicago, IL  60611

                                       Attention:  Paul S. Fisher
                                       Telephone:  (312) 346-5600
                                       Facsimile:  (312) 456-7696

                                       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


                                      -87-
<PAGE>


COMMITMENT:
----------

$30,000,000                   THE FIRST NATIONAL BANK OF CHICAGO,
-----------                   Individually and as Administrative Agent

PERCENTAGE:
----------                         By:________________________________________

20.0000000000%                     Print Name:________________________________
--------------
                                   Title:_____________________________________

                                   One First National Plaza
                                   Chicago, Illinois 60670

                                   Attention:     Kevin L. Gillen
                                                  Suite 0151, 14th Floor
                                   Telephone:  (312) 732-1486
                                   Facsimile:  (312) 732-1117


COMMITMENT:                        LEHMAN BROTHERS HOLDINGS INC., D/B/A Lehman
----------                         Capital, A Division of Lehman Brothers
                                   Holdings Inc.,
$10,000,000                        Individually and as Documentation Agent
-----------
                                   By:________________________________________
PERCENTAGE:
----------                         Print Name:________________________________

6.6666666667%                      Title:_____________________________________
-------------
                                   3 World Financial Center
                                   New York, New York  10285-1200

                                   Attention:  David Juge, Floor 8
                                   Telephone:  (212) 526-0219
                                   Facsimile:  (212) 526-7423


                                         -88-
<PAGE>

                                   with a copy to:

                                   3 World Financial Center
                                   New York, New York  10285-1200

                                   Attention:  Mr. Frank Gilhool, Floor 9
                                   Telephone:  (212) 526-6970
                                   Facsimile:  (212) 528-8986


                                   With a copy to:

                                   Hatfield Philips Inc.
                                   245 Peachtree Center Avenue
                                   Marquis One Tower, Suite 2701
                                   Atlanta, Georgia  30303

                                   Attention:  Mr. Greg Winchester
                                   Telephone:  (404) 420-5600
                                   Facsimile:  (404) 420-5610


COMMITMENT:                        NATIONSBANK, N.A.
----------

$25,000,000
-----------                        By:  ______________________________________
                                        Name:  Donna Friedel
PERCENTAGE:                             Title: Senior Vice President
----------

16.6666666667%                     Notice Address:
--------------
                                   Nationsbank Plaza
                                   600 Peachtree, 6th Floor
                                   Atlanta, Georgia 30308
                                   Attention:  Donna Friedel
                                   Telephone:  (404) 607-4107
                                   Facsimile:  (404) 607-4145


                                         -89-
<PAGE>

COMMITMENT:                        BANK OF AMERICA NATIONAL TRUST AND 
----------                         SAVINGS ASSOCIATION

$25,000,000
-----------                        By:  ______________________________________
                                        Name:  George W. Kirtland, Jr.
PERCENTAGE:                             Title: Vice President
----------

16.6666666667%                     Notice Address:
--------------
                                   Bank of America National Trust and
                                     Savings Association
                                   231 S. LaSalle Street, 15th Floor
                                   Chicago, Illinois 60697
                                   Attention:  George W. Kirtland, Jr.
                                   Telephone:  (312) 828-7230
                                   Facsimile:  (312) 974-4970


                                         -90-
<PAGE>


COMMITMENT:                        LASALLE NATIONAL BANK
----------

$10,000,000
-----------                        By:  ______________________________________
                                        Name:
PERCENTAGE:                             Title:
----------

6.6666666667%                      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


COMMITMENT:                        DRESDNER BANK AG NEW YORK AND 
----------                         GRAND CAYMAN BRANCHES

$20,000,000
-----------                        By:  ______________________________________
                                        Name:
PERCENTAGE:                             Title:
----------

13.3333333333%                     Notice Address:
--------------
                                   Dresdner Bank AG New York and
                                     Grand Cayman Branches


                                   Attention:
                                   Telephone:
                                   Facsimile:



                                         -91-
<PAGE>

COMMITMENT:                        FIRST BANK NATIONAL ASSOCIATION
----------

$5,000,000
----------                         By:  ______________________________________
                                        Name:
PERCENTAGE:                             Title:
----------

3.3333333333%                      Notice Address:
-------------
                                   First Bank National Association
                                   201 W. Wisconsin Avenue
                                   Milwaukee, WI  53259-0911
                                   Attention:     Mr. Patrick W. Lawton, 
                                                  Vice President
                                   Telephone:     414-227-6151
                                   Facsimile:     414-227-5416


COMMITMENT:                        UNION BANK OF SWITZERLAND, NEW YORK BRANCH
----------

$25,000,000
-----------                        By:  ______________________________________
                                        Name:
PERCENTAGE:                             Title:
----------

16.6666666667%
--------------                     By:  ______________________________________
                                        Name:
                                        Title:


                                   Notice Address:

                                   Union Bank of Switzerland
                                   Real Estate Finance
                                   299 Park Avenue
                                   New York, NY  10071
                                   Attention:     Mr. J. Brian Flood, Director
                                   Telephone:     212-821-5644
                                   Facsimile:     212-821-5779


                                         -92-
<PAGE>
                                      EXHIBIT A

                                     PRICING GRID
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
  Pricing Category        0           1           2           3           4
--------------------------------------------------------------------------------
  <S>                <C>           <C>         <C>         <C>           <C>
  RATINGS:                         AT LEAST    AT LEAST    AT LEAST      BELOW
                     A-AND A3 OR   BBB+ AND    BBB AND     BBB- AND      EITHER
  S&P&MOODY'S           ABOVE        BAA1        BAA2        BAA3        BBB- OR
                                                                         BAA3***
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
  Corporate Base          0           0           0            0          25.0
  Rate Margin*
--------------------------------------------------------------------------------
  LIBOR Margin*          65.0        75.0        80.0        100.0       125.0
--------------------------------------------------------------------------------
  Facility Fee           15.0        15.0        20.0         20.0        25.0
--------------------------------------------------------------------------------
  All-in Funded          80.0        90.0       100.0        120.0       150.0
  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,
subject to the provisions contained in the next sentence.  In the event that S &
P has not issued a rating within six months of the Closing Date, the rating
shall be deemed to be BBB-.


<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 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 Amended and Restated Unsecured Revolving Credit Agreement (as
the same may be amended or modified the "Agreement"), dated as of November ____,
1997 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__


-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
                     Principal            Maturity       Maturity
                        Amount           of Interest     Principal     Unpaid
  Date      Type       of Loan    Rate     Period       Amount Paid   Balance
  ----      ----     ---------    ----   -----------    -----------   -------
-------------------------------------------------------------------------------

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

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

<PAGE>

                                     EXHIBIT B-2

                             FORM OF COMPETITIVE BID NOTE


                                                                __________, 1997



     On or before the last day of each "Interest Period" applicable to a
"Competitive Bid Loan", as defined in that certain Amended and Restated
Unsecured Revolving Credit Agreement dated as of _______________, 1997 (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


<PAGE>

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

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

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

                              CENTERPOINT PROPERTIES TRUST

                                   By:_________________________
-----
                                   Print Name:_________________
-----
                                   Title:______________________
-----



<PAGE>

                            PAYMENTS OF PRINCIPAL


                                Unpaid
                                Principal                    Notation
Date                            Balance                         Made by

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

<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:       Amended and Restated Unsecured Revolving Credit Agreement dated as of
          _________________, 1997, 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 Amended and Restated Unsecured Revolving
Credit Agreement dated as of ________________, 1997 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:_________________________________________________________(1)


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:







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

<PAGE>

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                                 [Competitive
   Principal        Interest    LIBOR Margin(4)]     [Absolute       Minimum
   Amount(2)        Period(3)                         Rate(5)       Amount(6)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

     We understand and agree that the offer(s) set forth above, subject to the
satisfaction of the applicable conditions set forth in the Amended and Restated
Unsecured Revolving Credit Agreement dated as of __________, 1997, 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:____________________________________________









----------------
(2)  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.

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

(4)  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".]

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

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

<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 an 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 amount not exceeding $150,000,000 at any one time 
outstanding and dated as of _________  (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

<PAGE>

          (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 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 Amended
and Restated Unsecured Revolving Credit Agreement, dated as of __________, 1997
(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 ScheduleI is attached, the data, computations and
information contained in the most recent ScheduleI 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

<PAGE>

at such date.  The following required reporting items are not yet available but
will be delivered within the ten Business Day grace 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)

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                                                                     Maximum
           Category                Investment        Percent        Percent of
           --------                ----------       of Market         Market
                               (i.e. Book Value)  Capitalization  Capitalization
                                                  --------------  --------------
--------------------------------------------------------------------------------
 (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>

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)]:
__________

MUST BE LESS THAN OR EQUAL TO:                                      $150,000,000

<PAGE>

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)  $275,000,000

     (c)  product of .75 and net proceeds of stock offerings
          since October __, 1996                                      ----------
-----
     (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)             ----------

<PAGE>

                (3) Allocable Interest (Investment Affiliates)        ----------
                (4) Allocable Principal (Investment Affiliates)       ----------
                (5) Debt Service [SUM OF (1)-(4)]                     ----------

          (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 LESS 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                          ----------

<PAGE>

                (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.)                 ----------

                (__)     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      ----------
                [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))

<PAGE>

     (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 1% 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)]     ----------
-----
                (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

<PAGE>

          (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)]                        ----------

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

<PAGE>

                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
     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       ----------

<PAGE>

     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.


     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 an 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

<PAGE>

Loan either becomes due (by acceleration or otherwise) or is prepaid (the date
as described in the foregoing clauses (a), (b) or (c) being 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.

     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)


<PAGE>


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

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: ______________________




 *   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 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


<PAGE>

precedent agreed to by the Assignor and the Assignee.   At the request of the
Administrative Agent, the Assignor will give the Administrative Agent written
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:            Amended and Restated Unsecured Revolving Credit Agreement, dated
               as of ___________, ____ 1997 (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 2.16 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

<PAGE>

      (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. Section 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 determines that a Phase II is

<PAGE>

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 Amended and Restated Unsecured Credit Agreement
dated as of ______________, 1997 (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
"Agent") for the Banks.  Terms defined in the Credit Agreement are used herein
with the same meaning.

     [NAME OF DESIGNOR] (the "Designor"), [NAME OF DESIGNEE] (the "Designee"),
the 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.   Except as set forth in Section 7 below, the Designor makes no
representation or warranty and assumes no responsibility pursuant to this
Designation Agreement with respect to (a) any statements, warranties or
representations made in or in connection with any Loan Document or the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of any Loan Document or any other instrument and document furnished pursuant
thereto and (b) the financial condition of the Borrower or 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 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 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 Agent by the terms thereof, together with such powers and discretion as
are reasonably incidental thereto, and (e) agrees that it will

<PAGE>

perform in accordance with their terms all of the obligations which by the terms
of any Loan Document are required to be performed by it as a Lender.

     4.   The Designee hereby appoints 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 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 Agent for acceptance and recording
by the Agent.  The effective date for this Designation Agreement (the "Effective
Date") shall be the date of acceptance hereof by the Agent, unless otherwise
specified on the signature page thereto.

     6.   Upon such acceptance and recording by the 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.

     7.   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.

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

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

Effective Date (1)_____________, _____, 199__

                                             [NAME OF DESIGNOR], as Designor


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


                                         -2-

<PAGE>

                                             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:
      ----------------------------------           ----------------------------

                                         -3-
<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>


<PAGE>

                                      SCHEDULE 2

                                 UNENCUMBERED ASSETS
                                  (See SECTION 6.24)

<TABLE>

----------------------------------------------------------------------------------------------------------------------------------
       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)



--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
                                                                Maturity and
    Indebtedness        Indebtedness          Property           Amount of
    Incurred By           Owned To           Encumbered         Indebtedness
    -----------           --------           ----------         ------------
--------------------------------------------------------------------------------

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

<PAGE>

                                      SCHEDULE 4

                            PLANS AND MULTIEMPLOYER PLANS


                                        None.


                                         -7-
<PAGE>

                                      SCHEDULE 5

                              ENVIRONMENTAL DISCLOSURES


                                        None.


                                         -8-
<PAGE>


                                      SCHEDULE 6

                               NONCOMPLIANCE WITH LAWS


                                        None.


                                         -9-
<PAGE>

                                      SCHEDULE 7

                            LITIGATION AND INVESTIGATIONS


                                        None.


                                         -10-
<PAGE>

                                      SCHEDULE 8

                                CONTINGENT OBLIGATIONS


                                        None.


                                         -11-
<PAGE>

                                      SCHEDULE 9

                                INDEBTEDNESS DEFAULTS


                                        None.


                                         -12-