<PAGE>


                             FIRST AMENDED AND RESTATED
                             REVOLVING CREDIT AGREEMENT

                               DATED MARCH___, 1996

                                      AMONG

                           MERIDIAN INDUSTRIAL TRUST, INC.      

                                       AND

                         THE FIRST NATIONAL BANK OF BOSTON,

                              THE OTHER BANKS WHICH ARE
                              A PARTY TO THIS AGREEMENT

                                       AND

                            OTHER BANKS WHICH MAY BECOME
                             PARTIES TO THIS AGREEMENT

                                       AND

                        THE FIRST NATIONAL BANK OF BOSTON,
                                     AS AGENT

<PAGE>

                                TABLE OF CONTENTS

Section 1. DEFINITIONS AND RULES OF INTERPRETATION...........................-2-
             Section 1.1.  DEFINITIONS.......................................-2-
             Section 1.2.  RULES OF INTERPRETATION..........................-18-

Section 2. THE REVOLVING CREDIT FACILITY....................................-19-
             Section 2.1.  COMMITMENT TO LEND...............................-19-
             Section 2.2.  FACILITY FEE.....................................-19-
             Section 2.3.  INTENTIONALLY OMITTED............................-19-
             Section 2.4.  NOTES............................................-20-
             Section 2.5.  INTEREST ON LOANS................................-20-
             Section 2.6.  REQUESTS FOR LOANS...............................-20-
             Section 2.7.  FUNDS FOR LOANS..................................-21-
             Section 2.8.  EXTENSION OF MATURITY DATE.......................-22-
             Section 2.9.  LETTERS OF CREDIT................................-23-

Section 3. REPAYMENT OF THE LOANS...........................................-25-
             Section 3.1.  STATED MATURITY..................................-25-
             Section 3.2.  MANDATORY PREPAYMENTS............................-25-
             Section 3.3.  OPTIONAL PREPAYMENTS.............................-25-
             Section 3.4.  PARTIAL PREPAYMENTS..............................-25-
             Section 3.5.  EFFECT OF PREPAYMENTS............................-26-
             Section 3.6.  PROCEEDS FROM DEBT OFFERING AND EQUITY 
                           OFFERING.........................................-26-

Section 4. CERTAIN GENERAL PROVISIONS.......................................-26-
             Section 4.1.  CONVERSION OPTIONS...............................-26-
             Section 4.2.  COMMITMENT FEE...................................-27-
             Section 4.3.  INTENTIONALLY OMITTED............................-27-
             Section 4.4.  FUNDS FOR PAYMENTS...............................-27-
             Section 4.5.  COMPUTATIONS.....................................-28-
             Section 4.6.  INABILITY TO DETERMINE EURODOLLAR RATE...........-28-
             Section 4.7.  ILLEGALITY.......................................-29-
             Section 4.8.  ADDITIONAL INTEREST..............................-29-
             Section 4.9.  ADDITIONAL COSTS, ETC............................-29-
             Section 4.10.  CAPITAL ADEQUACY................................-31-
             Section 4.11.  INDEMNITY OF BORROWER...........................-31-
             Section 4.12.  INTEREST ON OVERDUE AMOUNTS; LATE CHARGE........-31-
             Section 4.13.  CERTIFICATE.....................................-31-
             Section 4.14.  LIMITATION ON INTEREST..........................-32-

Section 5. SECURITY.........................................................-32-


                                        i

<PAGE>

Section 6. REPRESENTATIONS AND WARRANTIES...................................-32-
             Section 6.1.  CORPORATE AUTHORITY, ETC.........................-32-
             Section 6.2.  GOVERNMENTAL APPROVALS...........................-33-
             Section 6.3.  TITLE TO PROPERTIES; LEASES......................-33-
             Section 6.4.  FINANCIAL STATEMENTS.............................-34-
             Section 6.5.  NO MATERIAL CHANGES..............................-34-
             Section 6.6.  FRANCHISES, PATENTS, COPYRIGHTS, ETC.............-34-
             Section 6.7.  LITIGATION.......................................-35-
             Section 6.8.  NO MATERIALLY ADVERSE CONTRACTS, ETC.............-35-
             Section 6.9.  COMPLIANCE WITH OTHER INSTRUMENTS, LAWS, ETC.....-35-
             Section 6.10.  TAX STATUS......................................-35-
             Section 6.11.  NO EVENT OF DEFAULT.............................-35-
             Section 6.12.  HOLDING COMPANY AND INVESTMENT COMPANY ACTS.....-35-
             Section 6.13.  ABSENCE OF UCC FINANCING STATEMENTS, ETC........-36-
             Section 6.14.  INTENTIONALLY OMITTED...........................-36-
             Section 6.15.  CERTAIN TRANSACTIONS............................-36-
             Section 6.16.  EMPLOYEE BENEFIT PLANS..........................-36-
             Section 6.17.  REGULATIONS U AND X.............................-36-
             Section 6.18.  ENVIRONMENTAL COMPLIANCE........................-37-
             Section 6.19.  SUBSIDIARIES....................................-38-
             Section 6.20.  INTENTIONALLY OMITTED...........................-38-
             Section 6.21.  LOAN DOCUMENTS..................................-38-
             Section 6.22.  PROPERTY........................................-38-
             Section 6.23.  BROKERS.........................................-39-
             Section 6.24.  OTHER DEBT......................................-39-
             Section 6.25.  SOLVENCY........................................-39-
             Section 6.26.  GUARANTOR.......................................-39-

Section 7. AFFIRMATIVE COVENANTS OF THE BORROWER............................-40-
             Section 7.1.  PUNCTUAL PAYMENT.................................-40-
             Section 7.2.  MAINTENANCE OF OFFICE............................-40-
             Section 7.3.  RECORDS AND ACCOUNTS.............................-40-
             Section 7.4.  FINANCIAL STATEMENTS, CERTIFICATES AND 
                           INFORMATION......................................-40-
             Section 7.5.  NOTICES..........................................-42-
             Section 7.6.  EXISTENCE; MAINTENANCE OF PROPERTIES.............-44-
             Section 7.7.  INSURANCE........................................-44-
             Section 7.8.  TAXES............................................-44-
             Section 7.9.  INSPECTION OF PROPERTIES AND BOOKS...............-45-
             Section 7.10.  COMPLIANCE WITH LAWS, CONTRACTS, LICENSES, 
                            AND PERMITS.....................................-45-
             Section 7.11.  USE OF PROCEEDS.................................-45-
             Section 7.12.  FURTHER ASSURANCES..............................-46-
             Section 7.13.  REIT STATUS.....................................-46-
             Section 7.14.  RESTRICTIONS ON ACQUISITIONS....................-46-


                                        ii

<PAGE>

             Section 7.15.  UNENCUMBERED OPERATING PROPERTIES...............-46-
             Section 7.16.  LIMITING AGREEMENTS.............................-47-
             Section 7.17.  ENVIRONMENTAL AND ENGINEERING INSPECTIONS.......-48-

Section 8. CERTAIN NEGATIVE COVENANTS OF THE BORROWER.......................-48-
             Section 8.1.  RESTRICTIONS ON INDEBTEDNESS.....................-48-
             Section 8.2.  RESTRICTIONS ON LIENS, ETC.......................-49-
             Section 8.3.  RESTRICTIONS ON INVESTMENTS..................... -50-
             Section 8.4.  MERGER, CONSOLIDATION............................-52-
             Section 8.5.  SALE AND LEASEBACK...............................-52-
             Section 8.6.  COMPLIANCE WITH ENVIRONMENTAL LAWS...............-52-
             Section 8.7.  DISTRIBUTIONS....................................-53-
             Section 8.8.  ASSET SALES......................................-54-
             Section 8.9.  DEVELOPMENT ACTIVITY.............................-54-
             Section 8.10.  SOURCES OF CAPITAL..............................-55-
             Section 8.11.  RESTRICTION ON PREPAYMENT OF INDEBTEDNESS.......-55-

Section 9. FINANCIAL COVENANTS OF THE BORROWER..............................-55-
             Section 9.1.  LIABILITIES TO TANGIBLE NET WORTH RATIO..........-55-
             Section 9.2.  DEBT COVERAGE....................................-55-
             Section 9.3.  FIXED CHARGE COVERAGE............................-56-
             Section 9.4.  BORROWING BASE...................................-56-
             Section 9.5.  TANGIBLE NET WORTH...............................-56-
             Section 9.6.  REAL ESTATE ASSETS...............................-56-
             Section 9.7.  VALUE ADJUSTMENT.................................-56-
             Section 9.8.  ANNUALIZATION OF RESULTS.........................-57-

Section 10. CLOSING CONDITIONS..............................................-57-
             Section 10.1.  LOAN DOCUMENTS..................................-57-
             Section 10.2.  CERTIFIED COPIES OF ORGANIZATIONAL DOCUMENTS....-57-
             Section 10.3.  BYLAWS; RESOLUTIONS AND CONSENTS................-57-
             Section 10.4.  INCUMBENCY CERTIFICATE; AUTHORIZED SIGNERS......-58-
             Section 10.5.  OPINION OF COUNSEL..............................-58-
             Section 10.6.  PAYMENT OF FEES.................................-58-
             Section 10.7.  PERFORMANCE; NO DEFAULT.........................-58-
             Section 10.8.  REPRESENTATIONS AND WARRANTIES..................-58-
             Section 10.9.  PROCEEDINGS AND DOCUMENTS.......................-58-
             Section 10.10.  COMPLIANCE CERTIFICATE.........................-59-
             Section 10.11.  OTHER..........................................-59-
             Section 10.12. INTENTIONALLY OMITTED...........................-59-
             Section 10.13.  INTENTIONALLY OMITTED..........................-59-
             Section 10.14.  EQUITY OFFERING................................-59-
             Section 10.15.  TANGIBLE NET WORTH.............................-59-


                                       iii

<PAGE>

             Section 10.16.  DUE DILIGENCE..................................-59-
             Section 10.17.  MANAGEMENT OF THE BORROWER.....................-59-

Section 11. CONDITIONS TO ALL BORROWINGS....................................-59-
             Section 11.1.  PRIOR CONDITIONS SATISFIED......................-59-
             Section 11.2.  REPRESENTATIONS TRUE; NO DEFAULT................-59-
             Section 11.3.  NO LEGAL IMPEDIMENT.............................-60-
             Section 11.4.  GOVERNMENTAL REGULATION.........................-60-
             Section 11.5.  PROCEEDINGS AND DOCUMENTS.......................-60-
             Section 11.6.  BORROWING DOCUMENTS.............................-60-

Section 12. EVENTS OF DEFAULT; ACCELERATION; ETC............................-60-
             Section 12.1.  EVENTS OF DEFAULT AND ACCELERATION..............-60-
             Section 12.2.  LIMITATION OF CURE PERIODS......................-63-
             Section 12.3.  TERMINATION OF COMMITMENTS......................-64-
             Section 12.4.  REMEDIES........................................-64-
             Section 12.5.  DISTRIBUTION OF PROCEEDS........................-64-

Section 13. INTENTIONALLY OMITTED...........................................-65-

Section 14. THE AGENT.......................................................-65-
             Section 14.1.  AUTHORIZATION...................................-65-
             Section 14.2.  EMPLOYEES AND AGENTS............................-65-
             Section 14.3.  NO LIABILITY....................................-66-
             Section 14.4.  NO REPRESENTATIONS..............................-66-
             Section 14.5.  PAYMENTS........................................-66-
             Section 14.6.  HOLDERS OF NOTES................................-67-
             Section 14.7.  INDEMNITY.......................................-67-
             Section 14.8.  AGENT AS BANK...................................-68-
             Section 14.9.  RESIGNATION.....................................-68-
             Section 14.10.  DUTIES IN THE CASE OF ENFORCEMENT..............-68-
             Section 14.11.  DETERMINATIONS BY AGENT........................-68-

Section 15. EXPENSES........................................................-69-

Section 16. INDEMNIFICATION.................................................-69-

Section 17. SURVIVAL OF COVENANTS, ETC......................................-70-

Section 18. ASSIGNMENT AND PARTICIPATION....................................-71-
             Section 18.1.  CONDITIONS TO ASSIGNMENT BY BANKS...............-71-
             Section 18.2.  REGISTER........................................-71-
             Section 18.3.  NEW NOTES.......................................-72-


                                        iv

<PAGE>

             Section 18.4.  PARTICIPATIONS..................................-72-
             Section 18.5.  PLEDGE BY BANK..................................-72-
             Section 18.6.  NO ASSIGNMENT BY BORROWER.......................-72-
             Section 18.7.  DISCLOSURE......................................-72-

Section 19. NOTICES.........................................................-73-

Section 20. RELATIONSHIP....................................................-74-

Section 21. GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE..............-74-

Section 22. HEADINGS........................................................-75-

Section 23. COUNTERPARTS....................................................-75-

Section 24. ENTIRE AGREEMENT, ETC...........................................-75-

Section 25. WAIVER OF JURY TRIAL............................................-75-

Section 26. DEALINGS WITH THE BORROWER......................................-76-

Section 27. CONSENTS, AMENDMENTS, WAIVERS, ETC..............................-76-

Section 28. SEVERABILITY....................................................-77-

Section 29. NO UNWRITTEN AGREEMENTS.........................................-77-

Section 30. TIME OF THE ESSENCE.............................................-77-


                                        v

<PAGE>

EXHIBIT A  -  Form of Note

EXHIBIT B  -  Form of Request for Loan

EXHIBIT C  -  Reserved

EXHIBIT D  -  Form of Compliance Certificate

SCHEDULE 1  -  Banks and Commitments

SCHEDULE 2  -  Initial Unencumbered Properties

SCHEDULE 3  -  Adjusted Asset Values of Real Estate

SCHEDULE 6.3  -  Title to Properties; Leases

SCHEDULE 6.7  -  Litigation

SCHEDULE 6.19 -  Subsidiaries of the Borrower


                                        vi

<PAGE>


             FIRST AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

     THIS FIRST AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this 
"Agreement") is made the ____ day of March, 1996, by and among MERIDIAN 
INDUSTRIAL TRUST, INC. (the "Borrower"), a Maryland corporation having its 
principal place of business at 455 Market Street, 17th Floor, San Francisco, 
California 94105, THE FIRST NATIONAL BANK OF BOSTON, TEXAS COMMERCE BANK 
NATIONAL ASSOCIATION, NATIONSBANK OF TEXAS, N.A. and the other lending 
institutions which may become parties hereto pursuant to Section 18 (the 
"Banks"), THE FIRST NATIONAL BANK OF BOSTON, as Agent for the Banks (the 
"Agent"), and TEXAS COMMERCE BANK, NATIONAL ASSOCIATION, as Co-Agent for the 
Banks (the "Co-Agent").

                                   RECITALS.

     WHEREAS, Borrower, Agent, Co-Agent and the Banks have entered into that 
Revolving Credit Agreement dated February 26, 1996 (the "Original Credit 
Agreement"); and

     WHEREAS, Borrower has requested that the Banks increase the Total 
Commitment and add a sublimit for letters of credit; and

     WHEREAS, Borrower, Agent, Co-Agent and the Banks desire to amend and 
restate the Original Credit Agreement in its entirety; 

     NOW, THEREFORE, in consideration of the recitals herein and the mutual 
covenants contained herein, the parties hereto hereby agree to amend and 
restate the Original Credit Agreement in its entirety as follows:

     Section 1.  DEFINITIONS AND RULES OF INTERPRETATION.

     Section 1.1.  DEFINITIONS.  The following terms shall have the meanings 
set forth in this Section l or elsewhere in the provisions of this Agreement 
referred to below:

     AGENT.  The First National Bank of Boston acting as agent for the Banks, 
its successors and assigns.

     AGENT'S HEAD OFFICE.  The Agent's head office located at 100 Federal 
Street, Boston, Massachusetts 02110, or at such other location as the Agent 
may designate from time to time by notice to the Borrower and the Banks.

     AGENT'S SPECIAL COUNSEL.  Long, Aldridge & Norman or such other counsel 
as may be approved by the Agent.

<PAGE>

     AGREEMENT.  This First Amended and Restated Revolving Credit Agreement, 
including the SCHEDULES and EXHIBITS hereto.

     ASSET VALUE.  With respect to the Initial Unencumbered Operating 
Properties and any other parcels of Real Estate owned by the Borrower and its 
Subsidiaries as of the Closing Date, the book value after adjustment for 
market values in accordance with Section 9.7, and with respect to Unencumbered 
Operating Properties and any other parcels of Real Estate acquired after the 
Closing Date, the purchase price (including improvements) and ordinary 
related purchase transaction costs, without deduction for depreciation, or if 
developed by the Borrower, the completed construction costs, determined in 
accordance with generally accepted accounting principles.  If any parcel of 
Real Estate is purchased as a part of a group of properties, the Asset Value 
shall be calculated based upon a reasonable allocation by the Borrower of the 
aggregate purchase price among all parcels of Real Estate purchased in such 
transaction and agreed to by the Majority Banks.

     AUTHORIZED OFFICER.  As to the Borrower, each of Allen J. Anderson, as 
Chairman of the Board of the Borrower; Milton Reeder, as President of the 
Borrower; or Jim Suarez, as Treasurer/Controller of the Borrower; and their 
respective successors in office.  As to each Guarantor, the managing general 
partner of each such Guarantor and their respective successors in office.

     BALANCE SHEET DATE.  September 30, 1995.

     BANKS.  FNBB, Texas Commerce Bank National Association, NationsBank of 
Texas, N.A. and any other Person who becomes an assignee of any rights of a 
Bank pursuant to Section 18 (but not including any Participant, as defined 
in Section 18).

     BASE RATE.  The higher of (a) the annual rate of interest announced from 
time to time by the Agent at its head office as its "base rate", or (b) one 
half of one percent (0.5%) above the Federal Funds Effective Rate (rounded 
upwards, if necessary, to the next one-eighth of one percent).  Any change in 
the rate of interest payable hereunder resulting from a change in the Base 
Rate shall become effective as of the opening of business on the day on which 
such change in the Base Rate becomes effective.

     BASE RATE LOANS.  Those Loans bearing interest calculated by reference 
to the Base Rate.

     BORROWER.  As defined in the preamble hereto.

     BORROWING BASE.  At any time, the Borrowing Base shall be the aggregate 
of the Borrowing Bases for each Unencumbered Operating Property.  The 
Borrowing Base for each Unencumbered Operating Property shall be the amount 
which is the lesser of (a) fifty percent (50%) of the Asset Value of each 
Unencumbered Operating Property; or (b) fifty percent (50%) 


<PAGE>>


of the value of each Unencumbered Operating Property, such value being 
determined as follows: (x) for each Initial Unencumbered Operating Property 
and each hereafter acquired Unencumbered Operating Property which does not 
constitute a Qualifying Property, value shall be the amount resulting from 
dividing (i) the sum of Net Operating Income for the four preceding fiscal 
quarters MINUS the Capital Improvement Reserve for such Unencumbered 
Operating Property by (ii) ten and one half percent (10.5%); and (y) for each 
Qualifying Property, value shall be the amount resulting from dividing (i) 
Net Operating Income for the four preceding fiscal quarters MINUS the Capital 
Improvement Reserve for such Qualifying Property by (ii) nine and 
three-quarters of one percent (9.75%); or (c) the Debt Service Coverage 
Amount for each Unencumbered Operating Property; and the amount which is the 
lesser of (a), (b) or (c) shall be the Borrowing Base for each Unencumbered 
Operating Property.       

     BUILDING.  With respect to any portion of the Real Estate, all of the 
buildings, structures and improvements now or hereafter located thereon.

     BUSINESS DAY.  Any day on which banking institutions in the head office 
of the Agent are open for the transaction of banking business and, in the 
case of Eurodollar Rate Loans, which also is a Eurodollar Business Day.

     CASH AVAILABLE FOR DISTRIBUTION.  With respect to any Person for any 
fiscal period, an amount equal to Funds from Operations, MINUS the Capital 
Improvement Reserve with respect to the Real Estate, MINUS actual tenant 
improvements and leasing commissions incurred during such fiscal period.

     CAPITAL IMPROVEMENT PROJECT.  With respect to any Real Estate now or 
hereafter owned by the Borrower or its Subsidiaries which is utilized 
principally for industrial purposes, capital improvements consisting of 
rehabilitation, refurbishment, replacement and improvements to the existing 
Buildings on such Real Estate which may be properly capitalized under 
generally accepted accounting principles.  

     CAPITAL IMPROVEMENT RESERVE.  With respect to the Real Estate or any 
portion thereof, a reserve for Capital Improvement Projects in the amount of 
fifteen cents ($0.15) multiplied by the Gross Rentable Area contained therein.

     CERCLA.  See Section 6.18.

     CLOSING DATE.  The first date on which all of the conditions set forth 
in Section 10 and Section 11 have been satisfied.

     CO-AGENT.  Texas Commerce Bank National Association, acting as co-agent 
with Agent for the Banks, its successors and assigns.

     CODE.  The Internal Revenue Code of 1986, as amended.


                                        -3-
<PAGE>


     COMMITMENT.  With respect to each Bank, the amount set forth on SCHEDULE 1
hereto as the amount of such Bank's Commitment to make or maintain Loans to 
the Borrower or purchase participations in Letters of Credit issued by the 
Agent to the Borrower, as the same may be changed from time to time in 
accordance with the terms of this Agreement.  

     COMMITMENT PERCENTAGE.  With respect to each Bank, the percentage set 
forth on SCHEDULE 1 hereto as such Bank's percentage of the aggregate 
Commitments of all of the Banks.

     COMPLIANCE CERTIFICATE.  See Section 7.4(e).

     CONSOLIDATED or COMBINED.  With reference to any term defined herein, 
that term as applied to the accounts of the Borrower and its Subsidiaries, 
consolidated or combined in accordance with generally accepted accounting 
principles.

     CONSOLIDATED TANGIBLE NET WORTH.  The amount by which Consolidated Total 
Assets exceed Consolidated Total Liabilities, and LESS the sum of:

     (a)  the total book value of all assets of a Person properly classified 
     as intangible assets under generally accepted accounting principles, 
     including such items as good will, the purchase price of acquired assets 
     in excess of the fair market value thereof, trademarks, trade names, 
     service marks, brand names, copyrights, patents and licenses, and rights 
     with respect to the foregoing; PLUS

     (b)  all amounts representing any write-up in the book value of any 
     assets of such Person resulting from a revaluation thereof subsequent to 
     the Balance Sheet Date; PLUS

     (c) prepaid fees and deferred charges (regardless of whether classified 
     as intangible assets under generally accepted accounting principles); PLUS

     (d) the total book value of any minority interests in partnerships, 
     joint ventures, corporation or other entities.                

     CONSOLIDATED TOTAL ASSETS.  All assets of the Borrower and its 
Subsidiaries determined on a Consolidated basis in accordance with generally 
accepted accounting principles. The assets of the Borrower and its 
Subsidiaries on the consolidated financial statements of the Borrower and its 
Subsidiaries shall be adjusted as of the Closing Date for market values in 
accordance with Section 9.7 and to reflect the Borrower's allocable share of 
such asset, for the relevant period or as of the date of determination, 
taking into account (a) the relative proportion of each such item derived 
from assets directly owned by the Borrower and from assets owned by its 
respective Subsidiaries, and (b) the Borrower's respective ownership interest 
in its Subsidiaries.

                                        -4-
<PAGE>


     CONSOLIDATED TOTAL LIABILITIES.  All liabilities of the Borrower and its 
Subsidiaries determined on a Consolidated basis in accordance with generally 
accepted accounting principles and all Indebtedness of the Borrower and its 
Subsidiaries, whether or not so classified.

     CONVERSION REQUEST.  A notice given by the Borrower to the Agent of its 
election to convert or continue a Loan in accordance with Section 4.1.

     DEBT OFFERING.  The issuance and sale by the Borrower or the Guarantor 
of any debt securities of the Borrower or the Guarantor.

     DEBT SERVICE.  For any period, the sum of all interest (including 
capitalized interest) and mandatory scheduled principal payments due and 
payable during such period with respect to any Indebtedness excluding any 
balloon payments due upon maturity of any Indebtedness.  For the period prior 
to the date hereof, Debt Service on the Prudential Loan shall be calculated 
by multiplying the outstanding principal balance of the Prudential Loan as of 
May 31, 1995, by 8.62%.  For the purpose of testing compliance with the 
covenants contained in Section 9.2 and Section 9.3 only, Debt Service for 
any fiscal quarter prior to the consolidation of certain Subsidiaries with 
and into Borrower as described in Section 10.13 shall be calculated on the 
basis of the interest rate and the total amount of the Indebtedness as of the 
date of such consolidation.

     DEBT SERVICE COVERAGE AMOUNT.  At any time determined by Agent, an 
amount equal to the maximum principal loan amount which, when bearing 
interest at a rate per annum equal to the greater of (a) the then-current 
annual yield on ten (10) year obligations issued by the United States 
Treasury most recently prior to the date of determination plus two percent 
(2%) and (b) ten percent (10%), and payable based on a twenty-five year 
mortgage style amortization schedule, could be paid by the monthly principal 
and interest payment amount resulting from dividing (x) the quotient obtained 
by dividing an amount equal to (i) the sum of the Net Operating Income from 
an individual Unencumbered Operating Property for the preceding four fiscal 
quarters, MINUS the Capital Improvement Reserve for such Unencumbered 
Operating Property, by (ii) 1.75 by (y) 12.

     DEFAULT.  See Section 12.1.

     DISTRIBUTION.  The declaration or payment of any dividend or 
distribution on or in respect of any shares of beneficial interest of the 
Borrower or the Guarantor, other than dividends or distributions payable 
solely in equity securities of the Borrower or the Guarantor; the purchase, 
redemption, exchange or other retirement of any shares of beneficial interest 
of the Borrower or the Guarantor, directly or indirectly through a Subsidiary 
of the Borrower or the Guarantor or otherwise, including without limitation, 
the purchase of shares of beneficial interest of the Borrower for cash 
pursuant to the Excepted Holder Agreement (as defined in the definition of 
Indebtedness), but excluding the purchase of shares of beneficial interest of 
the Borrower from executive officers of the Borrower where the only 
consideration for such purchase is the extinguishing of notes made by such 
executive officers and held by the Borrower; the return of 


                                        -5-
<PAGE>


capital by the Borrower to its shareholders as such; or any other distribution 
on or in respect of any shares of beneficial interest of the Borrower or the 
Guarantor, including, without limitation, interest and premium paid on the 
Debentures (as defined in the definition of Indebtedness).

     DOLLARS or $.  Dollars in lawful currency of the United States of 
America.

     DOMESTIC LENDING OFFICE.  Initially, the office of each Bank designated 
as such in SCHEDULE 1 hereto; thereafter, such other office of such Bank, if 
any, located within the United States that will be making or maintaining Base 
Rate Loans.

     DRAWDOWN DATE.  The date on which any Loan is made, and the date on 
which any Loan which is made prior to the Maturity Date is converted or 
combined in accordance with Section 4.1.

     EMPLOYEE BENEFIT PLAN.  Any employee benefit plan within the meaning of 
Section 3(3) of ERISA maintained or contributed to by the Borrower or any 
ERISA Affiliate, other than a Multi-employer Plan.

     ENVIRONMENTAL LAWS.  See Section 6.18(a).

     EQUITY OFFERING.  The issuance and sale by the Borrower or the Guarantor 
of any equity securities of the Borrower or the Guarantor.

     ERISA.  The Employee Retirement Income Security Act of 1974, as amended 
and in effect from time to time and any rules and regulations promulgated 
pursuant thereto.

     ERISA AFFILIATE. Any Person which is treated as a single employer with 
the Borrower under Section 414 of the Code.

     ERISA REPORTABLE EVENT.  A reportable event with respect to a Guaranteed 
Pension Plan within the meaning of Section 4043 of ERISA and the regulations 
promulgated thereunder as to which the requirement of notice has not been 
waived.

     EUROCURRENCY RESERVE RATE.  For any day with respect to a Eurodollar 
Rate Loan, the maximum rate (expressed as a decimal) at which the Reference 
Bank would be required to maintain reserves under Regulation D of the Board 
of Governors of the Federal Reserve System (or any successor or similar 
regulations relating to such reserve requirements) against "Eurocurrency 
Liabilities" (as that term is used in Regulation D or any successor or 
similar regulation), if such liabilities were outstanding.  The Eurocurrency 
Reserve Rate shall be adjusted automatically on and as of the effective date 
of any change in the Eurocurrency Reserve Rate.

     EURODOLLAR BUSINESS DAY.  Any day on which commercial banks are open for 
international business (including dealings in Dollar deposits) in London or 
such other eurodollar interbank 


                                        -6-
<PAGE>


market as may be selected by the Agent in its sole discretion acting in good 
faith.

     EURODOLLAR LENDING OFFICE.  Initially, the office of each Bank 
designated as such in SCHEDULE 1 hereto; thereafter, such other office of 
such Bank, if any, that shall be making or maintaining Eurodollar Rate Loans.

     EURODOLLAR RATE.  For any Interest Period with respect to a Eurodollar 
Rate Loan, the rate per annum equal to the sum of (a) the quotient (rounded 
upwards to the nearest 1/16 of one percent) of (i) the rate at which the 
Reference Bank's Eurodollar Lending Office is offered Dollar deposits two 
Eurodollar Business Days prior to the beginning of such Interest Period in 
whatever interbank eurodollar market may be selected by the Reference Bank in 
its sole discretion, acting in good faith, for delivery on the first day of 
such Interest Period for the number of days comprised therein and in an 
amount comparable to the amount of the Eurodollar Rate Loan to which such 
Interest Period applies (based upon Telerate quotes, page 3750, or such other 
page as contains the same information as contained on page 3750), divided by 
(ii) a number equal to 1.00 minus the Eurocurrency Reserve Rate; and (b) one 
and seven-tenths percent (1.7%).

     EURODOLLAR RATE LOANS.  Loans bearing interest calculated by reference 
to a Eurodollar Rate.

     EVENT OF DEFAULT.  See Section 12.1.

     EXTENSION REQUEST.  See Section 2.8.  

     FEDERAL FUNDS EFFECTIVE RATE.  For any day, the 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, 
as published for such day (or, if such day is not a Business Day, for the 
next preceding Business Day) by the Federal Reserve Bank of New York, or, if 
such rate is not so published for any day that is a Business Day, the average 
of the quotations for such day on such transactions received by the Agent 
from three Federal funds brokers of recognized standing selected by the Agent.

     FNBB.  The First National Bank of Boston.

     FUNDING CAP.  The limit on the aggregate amount of Outstanding Loans and 
Outstanding Letters of Credit (including Letters of Credit accepted but 
unpaid), as in effect from time to time.  As of the date of this Agreement, 
the Funding Cap is $50,000,000.00 ($16,666,666.67 for each Bank).  For each 
additional $1,000,000.00 of gross proceeds received by the Borrower from an 
Equity Offering subsequent to March 1, 1996 (and over and above the 
$35,000,000.00 in gross proceeds which was a condition to the closing under 
the Original Agreement), the Funding Cap shall be increased by $1,000,000.00, 
up to, but not in excess of the Total Commitment of $75,000,000.00.  Prior to 
an increase in the Funding Cap, the Borrower shall provide to the Agent 
evidence reasonably satisfactory to the Majority Banks the amount of gross 
proceeds


                                        -7-
<PAGE>


received from any such Equity Offering.  
     
     FUNDS FROM OPERATIONS.  With respect to any Person for any fiscal 
period, an amount equal to the Net Income (or Deficit) of such Person 
computed in accordance with generally accepted accounting principles, 
excluding financing costs and gains (or losses) from debt restructuring and 
sales of property, PLUS depreciation and amortization and other non-cash 
items, PLUS the amortized portion of the Initial Loan Fees for such fiscal 
period (excluding amortization of loan fees not constituting Initial Loan 
Fees).

     GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.  Principles that are (a) 
consistent with the principles promulgated or adopted by the Financial 
Accounting Standards Board and its predecessors, as in effect from time to 
time and (b) consistently applied with past financial statements of the 
Borrower or any of its Subsidiaries adopting the same principles; PROVIDED 
that a certified public accountant would, insofar as the use of such 
accounting principles is pertinent, be in a position to deliver an 
unqualified opinion (other than a qualification regarding changes in 
generally accepted accounting principles) as to financial statements in which 
such principles have been properly applied.

     GROSS CASH RECEIPTS.  Gross Cash Receipts shall mean with respect to any 
parcel of Real Estate the sum of cash recorded during any period by or for 
the account of the Borrower or the Guarantor in payment of the following 
items:

      (b)   Rentals, including minimum or base rent, percentage rent, and 
            rent attributable to recovery of tenant improvements costs 
            received from tenants occupying space in such parcel of Real Estate
            during such period (prepaid rentals shall be treated in accordance 
            with generally accepted accounting principles);

      (c)   All amounts paid by tenants to the Borrower or the 
            Guarantor under Leases with respect to taxes and assessments 
            imposed on such parcel of Real Estate or in reimbursement of 
            operating expenses;

      (d)   Parking revenues received in connection with the operation of 
            parking facilities; and

      (e)   Receipts from vending machines, recreational facilities and any and
            all other operating revenues received from such parcel of Real 
            Estate.

     In the event that the Borrower or the Guarantor receives a 
payment of Gross Cash Receipts other than on a monthly basis, then 
for the purposes of determining the Gross Cash Receipts for a four 
quarter period (a "Determination Period"), only the amount of such 
payment which relates to the Determination Period (as opposed to a 
period either before or after the Determination Period) shall be 
included in the calculation of Gross Cash Receipts for such period.


                                        -8-
<PAGE>


     Any payment of Gross Cash Receipts received from a tenant of a parcel of 
Real Estate which is delinquent shall not be included as Gross Cash Receipts 
until all delinquencies relating to such tenant for any prior periods have 
been paid in full.  Gross Cash Receipts shall not include any amounts payable 
by tenants holding over pursuant to expired or terminated Leases, nor any 
amounts paid by tenants as late charges, default interest or such other 
similar charges.

     If the Borrower or the Guarantor shall receive cash by reason of fire or 
other casualty insurance proceeds, proceeds of rental, loss or business 
interruption insurance (except to the extent that such proceeds replace the 
rental payments which otherwise would have been due to the Borrower or the 
Guarantor from tenants of a parcel of Real Estate), the forfeiting by tenants 
of security or other deposits or payments made by tenants to cancel their 
Leases or the recovery by the Borrower or the Guarantor of future rentals 
under Leases (regardless of whether or not discounted to present value), or a 
taking by eminent domain, a loan or advance, a sale, transfer, assignment or 
other disposition of any part of a parcel of Real Estate or any interest 
therein, or any other items of income which are extraordinary or of a 
non-recurring nature, such amounts shall not be included in Gross Cash 
Receipts.

     Except as otherwise provided herein, Gross Cash Receipts shall be 
determined on the basis of generally accepted accounting principles applied 
on a consistent basis.

     GROSS RENTABLE AREA.  With respect to any portion of the Real Estate, 
the floor area of a Building (exclusive of common areas) available for 
leasing to tenants determined in accordance with the Rent Roll for such Real 
Estate, the manner of such determination to be consistent for all Real Estate 
unless otherwise approved by the Agent.  

     GUARANTEED PENSION PLAN.  Any employee pension benefit plan within the 
meaning of Section 3(2) of ERISA maintained or contributed to by the 
Borrower or any ERISA Affiliate the benefits of which are guaranteed on 
termination in full or in part by the PBGC pursuant to Title IV of ERISA, 
other than a Multi-employer Plan.

     HAZARDOUS SUBSTANCES.  See Section 6.18(b).

     GUARANTOR.  DFW Nine, A California Limited Partnership, a California 
limited partnership, having a usual place of business at c/o Meridian 
Industrial Trust, Inc., 455 Market Street, 17th Floor, San Francisco, 
California 94105.

     GUARANTY.  The Unconditional Guaranty of Payment and Performance dated 
February 26, 1996 made by the Guarantor in favor of Agent and the Banks, as 
modified by that certain First Amendment to Unconditional Guaranty of Payment 
and Performance dated of even date herewith, and  as the same may be modified 
or amended hereafter, such Guaranty to be in form and substance satisfactory 
to the Agent.


                                        -9-
<PAGE>


     INDEBTEDNESS.  All obligations, contingent and otherwise, that in 
accordance with generally accepted accounting principles should be classified 
upon the obligor's balance sheet as liabilities, or to which reference should 
be made by footnotes thereto, including in any event and whether or not so 
classified:  (a) all debt and similar monetary obligations, whether direct or 
indirect (including, without limitation, any obligations evidenced by bonds, 
debentures, notes or similar debt instruments); (b) all liabilities secured 
by any mortgage, pledge, security interest, lien, charge or other encumbrance 
existing on property owned or acquired subject thereto, whether or not the 
liability secured thereby shall have been assumed; (c) all guarantees, 
endorsements and other contingent obligations whether direct or indirect in 
respect of indebtedness of others, including any obligation to supply funds 
to or in any manner to invest directly or indirectly in a Person, to purchase 
indebtedness, or to assure the owner of indebtedness against loss through an 
agreement to purchase goods, supplies or services for the purpose of enabling 
the debtor to make payment of the indebtedness held by such owner or 
otherwise, and the obligation to reimburse the issuer in respect of any 
letter of credit; (d) all obligations to purchase under agreements to 
acquire, or otherwise to contribute money with respect to, properties under 
"development" within the meaning of Section 8.9; (e) a Person's pro rata 
share of any of the above-described obligations of its unconsolidated 
affiliates; and (f) all amounts available to be drawn under Letters of 
Credit; PROVIDED, HOWEVER, that with respect to the conversion of certain 
preferred stock of the Borrower into debentures of the Borrower (the 
"Debentures") pursuant to that certain Excepted Holder Agreement to be 
entered into between the Borrower and State Street Bank and Trust Company, as 
Trustee for Ameritech Pension Trust ("Ameritech"), and that certain letter 
agreement (the "Letter Agreement") dated December 29, 1995, between the 
Borrower and Ameritech, such Debentures shall be excluded from the definition 
of Indebtedness for the purposes of this Agreement upon the approval by the 
Banks of each and every term of the Debentures in the exercise of their sole 
discretion, including, without limitation, the terms of the subordination of 
such Debentures to payment of the Loans and all renewals, modifications and 
extensions thereof, and provided further that Ameritech shall enter into a 
subordination and standstill agreement in form and substance satisfactory to 
the Banks in their sole discretion. 

     INITIAL LOAN FEES.  The fees payable by the Borrower in connection with 
the closing of the transactions contemplated by the Original Credit 
Agreement, this Agreement and the restructure of the Prudential Loan 
completed on May 31, 1995, including any and all fees paid or which may be 
paid by the Borrower after such date in connection with collateralizing or 
modifying the collateralization of the Prudential Loan pursuant to such 
restructuring.

     INITIAL UNENCUMBERED OPERATING PROPERTIES.  The Unencumbered Operating 
Properties described on SCHEDULE 2 attached hereto.

     INTEREST PAYMENT DATE.  As to each Loan, the first day of each calendar 
month during the term of such Loan and with respect to each Eurodollar Rate 
Loan, the last day of each Interest Period during the term of such Eurodollar 
Rate Loan.  


                                        -10-

<PAGE>

     INTEREST PERIOD.  With respect to each Eurodollar Rate Loan (a) 
initially, the period commencing on the Drawdown Date of such Loan and ending 
one, two, three or six months thereafter, and (b) thereafter, each period 
commencing on the day following the last day of the next preceding Interest 
Period applicable to such Loan and ending on the last day of one of the 
periods set forth above, as selected by the Borrower in a Conversion Request; 
PROVIDED that all of the foregoing provisions relating to Interest Periods 
are subject to the following:

     (A) if any Interest Period with respect to a Eurodollar Rate Loan 
would otherwise end on a day that is not a Eurodollar Business Day, that 
Interest Period shall end and the next Interest Period shall commence on the 
next preceding or succeeding Eurodollar Business Day as determined 
conclusively by the Reference Bank in accordance with the then current bank 
practice in the applicable eurodollar interbank market; 

     (B) if the Borrower shall fail to give notice as provided in 
Section 4.1, the Borrower shall be deemed to have requested a conversion of 
the affected Eurodollar Rate Loan to a Base Rate Loan on the last day of the 
then current Interest Period with respect thereto; and

     (C) no Interest Period relating to any Eurodollar  Rate Loan shall 
extend beyond the Maturity Date.  

     INVESTMENTS.  With respect to any Person, all shares of capital stock, 
evidences of Indebtedness and other securities issued by any other Person, 
all loans, advances, or extensions of credit to, or contributions to the 
capital of, any other Person, all purchases of the securities or business or 
integral part of the business of any other Person and commitments and options 
to make such purchases, all interests in real property, and all other 
investments; PROVIDED, HOWEVER, that the term "Investment" shall not include 
(i) equipment, inventory and other tangible personal property acquired in the 
ordinary course of business, or (ii) current trade and customer accounts 
receivable for services rendered in the ordinary course of business and 
payable in accordance with customary trade terms.  In determining the 
aggregate amount of Investments outstanding at any particular time:  (a) the 
amount of any investment represented as a guaranty shall be taken at not less 
than the principal amount of the obligations guaranteed and still 
outstanding; (b) there shall be included as an Investment all interest 
accrued with respect to Indebtedness constituting an Investment unless and 
until such interest is paid; (c) there shall be deducted in respect of each 
such Investment any amount received as a return of capital (but only by 
repurchase, redemption, retirement, repayment, liquidating dividend or 
liquidating distribution); (d) there shall not be deducted in respect of any 
Investment any amounts received as earnings on such Investment, whether as 
dividends, interest or otherwise, except that accrued interest included as 
provided in the foregoing clause (b) may be deducted when paid; and (e) there 
shall not be deducted from the aggregate amount of Investments any decrease 
in the value thereof.

     LEASES.  Leases, licenses and agreements whether written or oral, 
relating to the use or 


                                       11

<PAGE>

occupation of space in the Building or on the Real Estate by persons other 
than the Borrower or the Guarantor.

     LETTER OF CREDIT.  A standby letter of credit which is payable upon 
presentation of a sight draft and other documents, as originally issued 
pursuant to this Agreement or as amended, modified, extended, reviewed or 
supplemented.

     LETTER OF CREDIT REQUEST.  See Section 2.9.

     LIENS.  See Section 8.2.

     LOAN DOCUMENTS.  This Agreement, the Notes, the Guaranty and all other 
documents, instruments or agreements executed or delivered by or on behalf of 
the Borrower or the Guarantor evidencing or securing the Loans.

     LOAN REQUEST.  See Section 2.6.

     LOANS.  The aggregate Loans to be made by the Banks hereunder.  Amounts 
drawn under a Letter of Credit shall also be considered Loans as provided in 
Section 2.9(f).

     MAJORITY BANKS.  As of any date, the Agent and the Bank or Banks whose 
aggregate Commitment Percentage is equal to or greater than the percentage 
required to approve such matter as set forth in that certain Intercreditor 
Agreement dated of even date herewith among the Banks, and as disclosed by 
the Agent to the Borrower from time to time.

     MATURITY DATE. February 26, 1998, as the same may be extended as 
provided in Section 2.8 or such earlier date on which the Loans shall become 
due and payable pursuant to the terms hereof.  

     MULTI-EMPLOYER PLAN.  Any Multi-employer plan within the meaning of 
Section 3(37) of ERISA maintained or contributed to by the Borrower or any 
ERISA Affiliate.

     NET CAPITAL EXPENDITURES.  With respect to any Person or asset for any 
fiscal period, an amount equal to the amount of capital expenditures incurred 
by such Person or with respect to such asset during such fiscal period 
determined in accordance with generally accepted accounting principles.

     NET INCOME (OR DEFICIT).  With respect to any Person (or any asset of 
any Person) for any fiscal period, the net income (or deficit) of such Person 
(or attributable to such asset), after deduction of all expenses, taxes and 
other proper charges, determined in accordance with generally accepted 
accounting principles.  For the purpose of testing compliance with the 
covenants contained in Section  9.2 and Section  9.3 only, overhead and 
other expenses for any fiscal quarter prior to the consolidation of certain 
Subsidiaries with and into the Borrower as described in


                                       12

<PAGE>

 Section 10.13 shall be in an amount equal to the quarterly pro forma 
overhead and expenses for the first year following such consolidation as 
approved by the Agent.

     NET OPERATING INCOME.  During any period for any parcel of Real Estate, 
the sum of (a) Gross Cash Receipts from such parcel of Real Estate less (b) 
Operating Expenses for such parcel of Real Estate.

     NON-RECOURSE INDEBTEDNESS.  Indebtedness of the Borrower or any 
Subsidiary which is secured by one or more parcels of Real Estate and related 
personal property or interests therein and Short-term Investments and is not 
a general obligation of the Borrower or any Subsidiary, the holder of such 
Indebtedness having recourse solely to the parcels of Real Estate securing 
such Indebtedness, the improvements thereon, related personal property and 
leases thereon, and the rents and profits thereof and the Short-term 
Investments securing such Indebtedness.

     NOTES.  See Section 2.4.  

     NOTICE.  See Section 19.

     OBLIGATIONS.  All indebtedness, obligations and liabilities of the 
Borrower to any of the Banks and the Agent, individually or collectively, 
under this Agreement or any of the other Loan Documents or in respect of any 
of the Loans, the Letters of Credit or the Notes, or other instruments at any 
time evidencing any of the foregoing, whether existing on the date of this 
Agreement or arising or incurred hereafter, direct or indirect, joint or 
several, absolute or contingent, matured or unmatured, liquidated or 
unliquidated, secured or unsecured, arising by contract, operation of law or 
otherwise.

     OPERATING CASH FLOW.  With respect to any parcel of Real Estate for any 
period, an amount equal to Net Operating Income less Net Capital Expenditures.

     OPERATING EXPENSES.  With respect to any parcel of Real Estate during 
any period the sum of the following: 

           (a)   All taxes and assessments imposed upon such parcel of Real 
                 Estate actually paid by or on behalf of the Borrower or the 
                 Guarantor (to the extent not paid by tenants of the Borrower
                 or the Guarantor) during such period in accordance with 
                 generally accepted accounting principles (or if such taxes or
                 assessments are paid in advance with respect to future periods,
                 such payment shall be amortized over the period covered by such
                 payment);

           (b)   The amounts paid by or on behalf of the Borrower or the 
                 Guarantor (to the extent not paid by tenants of the Borrower 
                 or the Guarantor) in such period in accordance with generally 
                 accepted accounting principles on account of


                                       13

<PAGE>

                 insurance premiums for insurance carried in connection with 
                 such parcel of Real Estate or the Borrower's or the Guarantor's
                 ownership and operation thereof, and the deductible amounts 
                 expended by the Borrower or the Guarantor not reimbursed under 
                 any such insurance (or if such insurance premiums are paid in 
                 advance with respect to future periods, such payment shall be 
                 amortized over the period covered by such payment); and

           (c)   Operating expenses paid by or on behalf of the Borrower or the
                 Guarantor in such period for the operation, cleaning, 
                 marketing, maintenance and repair of such parcel of Real Estate
                 properly chargeable against income according to generally 
                 accepted accounting principles, including management fees.

For the purposes of this Agreement, Operating Expenses shall not include any 
of the following:

           (i)   Foreign, U.S., state and local income taxes, franchise 
                 taxes or other taxes based on the income imposed on the 
                 Borrower or the Guarantor generally and not as owner of such 
                 parcel of Real Estate;

           (ii)  Depreciation and any other non-cash expenditures of the 
                 Borrower or the Guarantor for income tax purposes;

           (iii) Any improvements to such parcel of Real Estate of a
                 capital nature (as determined in accordance with generally
                 accepted accounting practices);

           (iv)  Any expense paid or incurred in connection with the sale 
                 of all or any part of such parcel of Real Estate or any 
                 interest therein;

           (v)   All costs, expenses, fees, commissions or other compensation
                 paid by or on behalf of the Borrower or the Guarantor 
                 in connection with the renovation, improvement or development
                 of such parcel of Real Estate to the extent treated as Net 
                 Capital Expenditures;

           (vi)  Any payment of principal or interest under the Notes or 
                 other fees or charges payable under this Agreement; and 

           (vii) The Capital Improvement Reserve.

Operating Expenses shall be determined on the basis of sound cash basis 
accounting practices applied on a consistent basis, modified as described 
above.

     OUTSTANDING.  With respect to the Loans, the aggregate unpaid principal 
thereof as of any 


                                       14

<PAGE>

date of determination.  With respect to the Letters of Credit, the aggregate 
amount of amounts available to be drawn under Letters of Credit.

     PBGC.  The Pension Benefit Guaranty Corporation created by Section 4002 
of ERISA and any successor entity or entities having similar responsibilities.

     PERMITTED LIENS.  Liens, security interests and other encumbrances 
permitted by Section 8.2.

     PERSON.  Any individual, corporation, partnership, trust, unincorporated 
association, business, or other legal entity, and any government or any 
governmental agency or political subdivision thereof.

     PROSPECTUS.  The prospectus included in the registration statement on 
Form S-4 of the Borrower dated January 11, 1996 and filed with the SEC.

     PRUDENTIAL LOAN.  That certain $66,100,000 Non-recourse loan made by The 
Prudential Life Insurance Company of America to Borrower as restructured by 
the predecessors in interest of the Borrower on May 31, 1995, as amended on 
December 14, 1995.

     QUALIFYING PROPERTY.  With respect to the Unencumbered Operating 
Properties, an Unencumbered Operating Property meeting all of the following 
requirements at the time of determination: (a) age does not exceed twelve 
(12) years; (b) total Gross Rentable Area is not less than 50,000 square 
feet; (c) use is non-specialized; and (d) at least two of the following three 
characteristics are present: (i) finished out air conditioned office space 
does not exceed twenty percent (20%) of total Gross Rentable Area, (ii) 
ceiling clearance height is not less than twenty-two (22) feet, and (iii) the 
average amount of Gross Rentable Area covered by each Lease is not less than 
20,000 square feet.

     REAL ESTATE.  All real property at any time owned or leased (as lessee 
or sublessee) by the Borrower or any of its Subsidiaries.

     RECORD.  The grid attached to any Note, or the continuation of such 
grid, or any other similar record, including computer records, maintained by 
any Bank with respect to any Loan referred to in such Note.

     REFERENCE BANK. Agent.

     REGISTER.  See Section 18.2.

     REIT STATUS.  With respect to the Borrower, its status as a real estate 
investment trust as defined in Section 856(a) of the Code.

     RELEASE.  See Section 6.18(c)(iii).


                                       15

<PAGE>

     RENT ROLL.  A report prepared and certified by the Borrower or the 
Guarantor, as applicable, showing for each unit its type, location, Gross 
Rentable Area, occupancy status, lease expiration date, market rent, lease 
rent and other information in substantially the form presented to the Banks 
prior to the date hereof or in such other form as may have been approved by 
the Agent, such approval not to be unreasonably withheld.

     SEC.  The federal Securities and Exchange Commission.

     SHORT-TERM INVESTMENTS.  Investments described in subsections (a) 
through (g), inclusive, of Section 8.3.  

     STATE.  A state of the United States of America.

     SUBSIDIARY.  Any corporation, association, partnership, trust, or other 
business entity of which the designated parent shall at any time own directly 
or indirectly through a Subsidiary or Subsidiaries at least a majority (by 
number of votes or controlling interests) of the outstanding Voting Interests.

     TEST PERIOD.  See Section 9.2.

     TOTAL COMMITMENT.  The sum of the Commitments of the Banks, as in effect 
from time to time.

     TYPE.  As to any Loan, its nature as a Base Rate Loan or a Eurodollar 
Rate Loan.

     UNENCUMBERED OPERATING PROPERTIES.  Real Estate which is owned one 
hundred percent (100%) in fee simple by the Borrower and the Guarantor and 
which satisfies all of the following conditions:

          (a) each of the Unencumbered Operating Properties shall be free and 
clear of all Liens other than Liens permitted in Section  8.2(ii) and (iv);

          (b) to the best of the Borrower's knowledge and belief, none of the 
Unencumbered Operating Properties shall have any material environmental, 
structural, title, survey or other defects that would give rise to a 
materially adverse effect as to the value, use of or ability to sell or 
refinance such property; and 

          (c) each of the Unencumbered Operating Properties shall consist 
solely of Real Estate (i) which is fully operational and (ii) with respect to 
which valid certificates of occupancy for all Buildings thereon have been 
issued and are in full force and effect;

Notwithstanding anything herein to the contrary, Unencumbered Operating 
Properties shall only 


                                      16

<PAGE>

be owned by the Guarantor to the extent necessary to reduce or minimize 
franchise or other similar taxes computed with respect to the ownership 
and/or operation of the Unencumbered Operating Properties.

     VOTING INTERESTS.  Stock or similar ownership interests, of any class or 
classes (however designated), the holders of which are at the time entitled, 
as such holders, (a) to vote for the election of a majority of the directors 
(or persons performing similar functions) of the corporation, association, 
partnership, trust or other business entity involved, or (b) to control, 
manage, or conduct the business of the corporation, partnership, association, 
trust or other business entity involved.

     Section 1.2.  RULES OF INTERPRETATION.

          (a)  A reference to any document or agreement shall include such 
document or agreement as amended, modified or supplemented from time to time 
in accordance with its terms and the terms of this Agreement.

          (b)  The singular includes the plural and the plural includes the 
singular.

          (c)  A reference to any law includes any amendment or modification 
to such law.

          (d)  A reference to any Person includes its permitted successors 
and permitted assigns.

          (e)  Accounting terms not otherwise defined herein have the 
meanings assigned to them by generally accepted accounting principles applied 
on a consistent basis by the accounting entity to which they refer.

          (f)  The words "include", "includes" and "including" are not 
limiting.

          (g)  The words "approval" and "approved", as the context so 
determines, means an approval in writing given to the party seeking approval 
after full and fair disclosure to the party giving approval of all material 
facts necessary in order to determine whether approval should be granted.

          (h)  All terms not specifically defined herein or by generally 
accepted accounting principles, which terms are defined in the Uniform 
Commercial Code as in effect in the Commonwealth of Massachusetts, have the 
meanings assigned to them therein.

          (i)  Reference to a particular "Section", refers to that section of 
this Agreement unless otherwise indicated.    

          (j)  The words "herein", "hereof", "hereunder" and words of like 
import shall 

                                       17

<PAGE>

refer to this Agreement as a whole and not to any particular section or 
subdivision of this Agreement.

     Section 2.  THE REVOLVING CREDIT FACILITY.

     Section 2.1.  COMMITMENT TO LEND.  Subject to the terms and conditions 
set forth in this Agreement, each of the Banks severally agrees to lend to 
the Borrower, and the Borrower may borrow (and repay and reborrow) from time 
to time between the Closing Date and the Maturity Date upon notice by the 
Borrower to the Agent given in accordance with Section 2.6, such sums as are 
requested by the Borrower for the purposes set forth in Section 7.11 up to a 
maximum aggregate principal amount Outstanding (after giving effect to all 
amounts requested and the amount of Letters of Credit Outstanding, including 
Letters of Credit accepted but unpaid) at any one time equal to such Bank's 
Commitment (as limited by each Bank's Commitment Percentage of the Funding 
Cap), PROVIDED, that, in all events no Default or Event of Default shall have 
occurred and be continuing; and PROVIDED, FURTHER, that the Outstanding 
principal amount of the Loans (after giving effect to all amounts requested 
and the amount of Letters of Credit Outstanding, including Letters of Credit 
accepted but unpaid) shall not at any time exceed the Total Commitment (as 
limited by the Funding Cap) or cause a violation of the covenant set forth in 
Section 9.4.  The Loans shall be made PRO RATA in accordance with each 
Bank's Commitment Percentage.  The funding of a Loan hereunder shall 
constitute a representation and warranty by the Borrower that all of the 
conditions set forth in Section 10 and Section 11, in the case of the 
initial Loan, and Section 11, in the case of all other Loans, have been 
satisfied on the date of such funding. Notwithstanding anything to the 
contrary contained in this Agreement, the aggregate amount of Outstanding 
Loans and Outstanding Letters of Credit (including Letters of Credit accepted 
but unpaid) shall not exceed the Funding Cap. 

     Section 2.2.  FACILITY FEE.  The Borrower agrees to pay to the Agent 
for the accounts of the Banks in accordance with their respective Commitment 
Percentages a facility fee calculated at the rate of one-fourth of one 
percent (0.25%) per annum on the average daily amount by which the Total 
Commitment exceeds the Outstanding principal amount of Loans and the amount 
of Outstanding Letters of Credit (including Letters of Credit accepted but 
unpaid) during each calendar quarter or portion thereof commencing on the 
Closing Date and ending on the Maturity Date, provided, however, that in the 
event for any quarter the ratio (expressed as a percentage) of (a) the 
average daily amount of the Outstanding principal amount of the Loans and the 
amount of Outstanding Letters of Credit (including Letters of Credit accepted 
but unpaid) during such quarter to (b) the Total Commitment is greater than 
sixty-five percent (65%), then the facility fee shall be calculated at the 
rate of three-twentieths of one percent (0.15%) for such quarter.  The 
facility fee shall be payable quarterly in arrears on the last day of each 
calendar quarter for such calendar quarter or portion thereof, with a final 
payment on the Maturity Date.  

     Section 2.3.  INTENTIONALLY OMITTED. 

     Section 2.4.  NOTES.  The Loans shall be evidenced by separate 
promissory notes of the Borrower 


                                       18

<PAGE>

in substantially the form of EXHIBIT A hereto (collectively, the "Notes"), 
dated the date of this Agreement and completed with appropriate insertions.  
One Note shall be payable to the order of each Bank in the principal face 
amount equal to such Bank's Commitment and shall be payable  as set forth 
below.  The Borrower irrevocably authorizes each Bank to make or cause to be 
made, at or about the time of the Drawdown Date of any Loan or at the time of 
receipt of any payment of principal thereof, an appropriate notation on such 
Bank's Record reflecting the making of such Loan or (as the case may be) the 
receipt of such payment.  The Outstanding amount of the Loans set forth on 
such Bank's Record shall be PRIMA FACIE evidence of the principal amount 
thereof owing and unpaid to such Bank, but the failure to record, or any 
error in so recording, any such amount on such Bank's Record shall not limit 
or otherwise affect the obligations of the Borrower hereunder or under any 
Note to make payments of principal of or interest on any Note when due. 

By delivery of the Notes, there shall not be deemed to have occurred, and 
there has not otherwise occurred, any payment, satisfaction or novation of 
the indebtedness evidence by the "Notes" as defined in the Original Credit 
Agreement, which indebtedness is instead allocated among the Banks as of the 
date hereof and evidenced by the Notes in accordance with their respective 
Commitment Percentages.

     Section 2.5.  INTEREST ON LOANS.

          (a)  Each Base Rate Loan shall bear interest for the period 
commencing with the Drawdown Date thereof and ending on the date on which 
such Base Rate Loan is repaid or converted to a Eurodollar Rate Loan at the 
rate per annum equal to the Base Rate.

          (b)  Each Eurodollar Rate Loan shall bear interest for the period 
commencing with the Drawdown Date thereof and ending on the last day of the 
Interest Period with respect thereto at the rate per annum equal to the sum 
of the Eurodollar Rate determined for such Interest Period.

          (c)  The Borrower promises to pay interest on each Loan in arrears 
on each Interest Payment Date with respect thereto.

          (d)  Base Rate Loans and Eurodollar Rate Loans may be converted to 
Loans of the other Type as provided in Section 4.1.

     Section 2.6.  REQUESTS FOR LOANS.  Except with respect to the initial 
Loan, the Borrower (i) shall notify the Agent of a potential request for a 
Loan as soon as possible but not less than five (5) Business Days prior to 
the Borrower's proposed Drawdown Date, and (ii) shall give to the Agent 
written notice in the form of EXHIBIT B hereto (or telephonic notice 
confirmed in writing in the form of EXHIBIT B hereto) of each Loan requested 
hereunder (a "Loan Request") no less than three (3) Business Days prior to 
the proposed Drawdown Date.  The Agent shall promptly notify each of the 
Banks following the receipt of a Loan Request, but in any event not less than 
three (3) Business Days prior to the proposed Drawdown Date.  Borrower shall 
not make a Loan 


                                       19

<PAGE>

Request more frequently than three (3) times each month.  Each such notice 
shall specify with respect to the requested Loan the proposed principal 
amount, Drawdown Date, Interest Period (if applicable) and Type.  Each such 
notice shall also contain (i) a statement as to the purpose for which such 
advance shall be used (which purpose shall be in accordance with the terms of 
Section 7.11), (ii) a certification by an Authorized Officer of the Borrower 
and the Guarantor that since the date of the last Compliance Certificate 
delivered under this Agreement, there have been no material changes in the 
matters certified in such Compliance Certificate that could cause a Default 
or Event of Default to occur after giving effect to the making of such Loan, 
and (iii) a certification by an Authorized Officer of the Borrower that the 
Borrower is and will be in compliance with Section 9.4 after giving effect 
to the making of such Loan.  Promptly upon receipt of any such notice, the 
Agent shall notify each of the Banks thereof.  Except as provided in this 
Section 2.6, each such Loan Request shall be irrevocable and binding on the 
Borrower and shall obligate the Borrower to accept the Loan requested from 
the Banks on the proposed Drawdown Date, provided that, in addition to the 
Borrower's other remedies against any Bank which fails to advance its 
proportionate share of a requested Loan, such Loan Request may be revoked by 
the Borrower by notice received by the Agent no later than the Drawdown Date 
if any Bank fails to advance its proportionate share of the requested Loan in 
accordance with the terms of this Agreement, provided further that the 
Borrower shall be liable in accordance with the terms of this Agreement to 
any Bank which is prepared to advance its proportionate share of the 
requested Loan for any costs, expenses or damages incurred by such Bank as a 
result of the Borrower's election to revoke such Loan Request (including, 
without limitation, the items described in Section  4.8, as applicable, but 
not including any damages for lost interest earnings as a result of such Loan 
not being made).  Nothing herein shall prevent the Borrower from seeking 
recourse against any Bank that fails to advance its proportionate share of a 
requested Loan as required by this Agreement.  The Borrower may without cost 
or penalty revoke a Loan Request by delivering notice thereof to each of the 
Banks no later than three (3) Business Days prior to the Drawdown Date.  Each 
Loan Request shall be (a) for a Base Rate Loan in a minimum aggregate amount 
of $1,000,000 or an integral multiple of $100,000 in excess thereof, or (b) 
for a Eurodollar Rate Loan in a minimum aggregate amount of $1,000,000 or an 
integral multiple of $100,000 in excess thereof; PROVIDED, HOWEVER, that 
there shall be no more than five (5) Eurodollar Rate Loans outstanding at any 
one time.

     Section 2.7.  FUNDS FOR LOANS.  Not later than 2:00 p.m. (Boston time) 
on the proposed Drawdown Date of any Loans, each of the Banks will make 
available to the Agent, at the Agent's Head Office, in immediately available 
funds, the amount of such Bank's Commitment Percentage of the amount of the 
requested Loans which may be disbursed pursuant to Section 2.1.  Upon 
receipt from each Bank of such amount, and upon receipt of the documents 
required by Section 10 and Section 11 and the satisfaction of the other 
conditions set forth therein, to the extent applicable, the Agent will make 
available to the Borrower the aggregate amount of such Loans made 
available to the Agent by the Banks by crediting such amount to the account 
of the Borrower maintained at the Agent's Head Office.  The failure or 
refusal of any Bank to make available to the Agent at the aforesaid time and 
place on any Drawdown Date the amount of its Commitment Percentage of the 
requested Loans shall not relieve any other Bank from its several obligation 
hereunder to make available to the Agent by the Banks by crediting such 
amount to the account of the Borrower maintained at the Agent's Head Office. 
The failure or refusal of any Bank to make available to the Agent at the 
aforesaid time and place on any Drawdown Date the amount of its Commitment 
Percentage of the requested Loans shall not relieve any other Bank from its 
serveral obligationa hereunder to make

                                       20

<PAGE>

available to the Agent the amount of such other Bank's Commitment Percentage 
of any requested Loans, including any additional Loans that may be requested 
subject to the terms and conditions hereof to provide funds to replace those 
not advanced by the Bank so failing or refusing, provided that the Borrower 
may by notice received by the Agent no later than the Drawdown Date refuse to 
accept any Loan which is not fully funded in accordance with the Borrower's 
Loan Request subject to the terms of Section 2.6.  In the event of any such 
failure or refusal, the Banks not so failing or refusing shall be entitled to 
a priority position as against the Bank or Banks so failing or refusing for 
such Loans as provided in Section 12.5.

      Section 2.8.  EXTENSION OF MATURITY DATE.  

          (a)   The Borrower has requested the ability to extend the Maturity
Date.  The Borrower acknowledges and agrees that the Banks have no agreement or
obligation to extend the Maturity Date.  Notwithstanding the foregoing, the
Borrower and the Banks have agreed upon the following procedure with respect to
requests by the Borrower to extend the Maturity Date:

                (i)   The Borrower may request that the Banks extend the 
     Maturity Date by one (1) year.  If the Borrower desires to request that the
     Maturity Date be extended by one (1) year, the Borrower shall deliver
     written notice of such request to the Agent not earlier than the first 
     anniversary of the Closing Date and not later than the date which is ninety
     (90) days prior to the then effective Maturity Date (an "Extension 
     Request").  The Agent shall provide a copy of such notice to each of the 
     Banks within ten (10) days after the Agent's receipt of such notice.  The 
     Banks shall notify the Agent within forty-five (45) days of receipt of such
     notice from the Agent of such Bank's approval or rejection of the Extension
     Request.  No Extension Request shall be deemed approved unless approved by
     all of the Banks, which approval may be granted or withheld in each 
     Bank's sole and absolute discretion.  In the event that a Bank 
     shall fail to respond in writing to the Agent within such forty-five 
     (45) day period, such Bank shall be deemed to have rejected the Extension
     Request.  The Agent shall promptly notify the Borrower of the responses
     received from the Banks with respect to the Extension Request.

                (ii)   If the Extension Request is approved by all of the 
     Banks as provided in Section 2.8(a)(i), the Borrower shall retain the 
     right to request further one (1) year extensions in the manner provided 
     in this Section 2.8(a).  

          (b)   In the event that an Extension Request is approved as 
provided in Section 2.8(a), each and every such approval shall be 
conditioned upon satisfaction of the following conditions precedent, which 
terms shall be in addition to any terms and conditions which may be required 
by the Banks as a condition to the approval of the Extension Request and must 
be satisfied prior to the effectiveness of any extension of the Maturity Date:

                (i)   PAYMENT OF EXTENSION FEE.  Within fifteen (15) days of  
    approval of the Extension Request by all of the Banks (but in no event 
    later than the Maturity Date as 

                                     -21-

<PAGE>

     determined without regard to such extension), the Borrower
     shall pay to the Agent for the PRO RATA accounts of the Banks in accordance
     with their respective Commitment Percentages an extension fee equal to 
     one-fifth of one percent (0.2%) of the Total Commitment, which fee 
     shall,  when paid, be fully earned and non-refundable under any 
     circumstances.

                (ii)   NO DEFAULT.  On the date the Extension Request is given 
     and on the Maturity Date (as determined without regard to such extension) 
     there shall exist no Default or Event of Default.

                (iii)  REPRESENTATIONS AND WARRANTIES.  The representations and
     warranties made by the Borrower or the Guarantor in the Loan Documents or
     otherwise made by or on behalf of the Borrower, the Guarantor or any of the
     Borrower's Subsidiaries in connection therewith or after the date thereof 
     shall have been true and correct in all material respects when made and 
     shall also be true and correct in all material respects on the Maturity 
     Date (as determined without regard to such extension) other than for 
     changes in the ordinary course of business permitted by this Agreement that
     have not had any materially adverse affect on the business of the Borrower,
     the Guarantor or any of the Borrower's Subsidiaries.

     Section 2.9.  LETTERS OF CREDIT.  

          (a)  Subject to the terms and conditions set forth in this 
Agreement, at any time and from time to time from the Closing Date through 
the day that is thirty (30) days prior to the Maturity Date, the Agent shall 
issue such Letters of Credit as the Borrower may request, for the purposes 
provided in Section 7.11, upon the delivery of a written request in the form 
of EXHIBIT C hereto (a "Letter of Credit Request") to the Agent, PROVIDED 
that (i) upon issuance of such Letter of Credit, the sum of all Outstanding 
Loans plus Outstanding Letters of Credit (including Letters of Credit 
accepted but unpaid) shall not exceed the Funding Cap, (ii) upon issuance of 
such Letter of Credit, the Outstanding Letters of Credit (including Letters 
of Credit accepted but unpaid) shall not exceed Six Million Dollars 
($6,000,000.00), (iii) the conditions set forth in Section 10 and 11 shall 
have been satisfied, and (iv) in no event shall any amount drawn under a 
Letter of Credit be available for reinstatement or a subsequent drawing under 
such Letter of Credit.  The Borrower assumes all risks with respect to the 
use of the Letters of Credit.  Unless the Agent and the Majority Banks 
otherwise consent, the term of any Letter of Credit shall not exceed the 
lesser of twelve (12) months or a period of time commencing on the issuance 
of the Letter of Credit and ending on the date which is fifteen (15) days 
prior to the Maturity Date (but in any event the term shall not extend beyond 
the Maturity Date), and no Letter of Credit shall contain an automatic 
extension or renewal clause.  The amount available to be drawn under any 
Letter of Credit shall reduce on a dollar for dollar basis the amount 
available to be drawn under the Total Commitment (as limited by the Funding 
Cap) as a Loan.
           (b)  Each Letter of Credit Request shall be 
submitted to the Agent at least ten (10) Business Days prior to the date upon 
which the requested Letter of Credit is to be issued. 

                                     -22-

<PAGE>

Following the receipt of a Letter of Credit Request, the Agent shall promptly 
notify each of the Banks of the Letter of Credit Request.  Each such Letter 
of Credit Request shall contain (i) a statement as to the purpose for which 
such Letter of Credit shall be used (which purpose shall be in accordance 
with the terms of Section 7.11), (ii) a certification by an Authorized 
Officer of the Borrower that the Borrower is and will be in compliance with 
all covenants under the Loan Documents after giving effect to the issuance of 
such Letter of Credit, and (iii) a certification by an Authorized Officer of 
the Borrower that the Borrower is and will be in compliance with 
Section 7.15 after giving effect to the issuance of the Letter of Credit.  
The Borrower shall further deliver to the Agent such additional applications 
and documents as the Agent may require, in conformity with the then standard 
practices of its letter of credit department, in connection with the issuance 
of such Letter of Credit; provided that in the event of any conflict, the 
terms of this Agreement shall control.  

          (c)   The Agent shall, if it approves of the content of the Letter 
of Credit Request (which approval shall not be unreasonably withheld), and 
subject to the conditions set forth in this Agreement, issue the Letter of 
Credit on or before ten (10) Business Days following receipt of the documents 
last due pursuant to Section 2.9(b).  Each Letter of Credit shall be in form 
and substance satisfactory to the Agent in its sole discretion.  Upon 
issuance of a Letter of Credit, the Agent shall provide copies of each Letter 
of Credit to the Banks.

          (d)   Upon the issuance of a Letter of Credit, each Bank shall be
deemed to have purchased a participation therein from Agent in an amount equal
to its respective Commitment Percentage of the amount of such Letter of Credit.

          (e)   Upon the issuance of each Letter of Credit, the Borrower shall
pay to the Agent (i) for its own account, a Letter of Credit fee calculated at
the rate of one-half of one percent (0.5%) per annum of the amount available to
be drawn under such Letter of Credit (which fee shall not be less than $1,000.00
in any event), and (ii) for the accounts of the Banks in accordance with their
respective percentage shares of participation in such Letter of Credit, a Letter
of Credit fee calculated at the rate of one and one-fifth percent (1.2%) per
annum of the amount available to be drawn under such Letter of Credit.  Such
fees shall be payable in quarterly installments in advance with respect to each
Letter of Credit commencing on its date of issuance and continuing on each
quarter thereafter, as applicable.

          (f)   If and to the extent that any amounts are drawn upon any 
Letter of Credit, the amounts so drawn shall, from the date of payment 
thereof by the Agent, be considered Loans for all purposes hereunder bearing 
interest as provided in Section 2.5(a).  The Banks shall be required to make 
such Loans regardless of whether all of the conditions to disbursement set 
forth in Section 11 have been satisfied.  

          (g)   Upon the receipt by the Agent of any draw or other presentation
for payment of a Letter of Credit and the payment of any amount under a Letter
of Credit, the Agent shall, without notice to or the consent of the Borrower,
direct the Banks to fund to the Agent in


                                     -23-

<PAGE>

accordance with Section 2.7 on or before 2:00 p.m. (Boston time) on the next 
Business Day their respective Commitment Percentages of the amount so paid by 
the Agent.  The proceeds of such funding shall be paid to the Agent to 
reimburse the Agent for the payment made by it under the Letter of Credit.  
The provisions of Section 2.7 shall apply to any Bank or Banks failing or 
refusing to fund its Commitment Percentage of any such draw.

          (h)  The issuance of any supplement, modification, amendment, renewal
or extension to or of any Letter of Credit shall be treated in all respects the
same as the issuance of a new Letter of Credit.


     Section 3.  REPAYMENT OF THE LOANS.

     Section 3.1.  STATED MATURITY.  The Borrower promises to pay on the 
Maturity Date and there shall become absolutely due and payable on the 
Maturity Date, all of the Loans Outstanding on such date, together with any 
and all accrued and unpaid interest thereon.  

     Section 3.2.  MANDATORY PREPAYMENTS.  If at any time the aggregate 
Outstanding principal amount of the Loans and Outstanding Letters of Credit 
(including Letters of Credit accepted but unpaid) exceeds the Funding Cap, 
then the Borrower shall immediately pay the amount of such excess to the 
Agent for the respective accounts of the Banks for application to the Loans.  
If at any time the Borrower is not in compliance with the covenants contained 
in Section 9.4, the Borrower shall pay to the Agent for the accounts of the 
Banks so much of the Outstanding principal amounts of the Loans as is 
necessary to cause the Borrower to be in compliance with Section 9.4.

     Section 3.3.  OPTIONAL PREPAYMENTS.  The Borrower shall have the right, 
at its election, to prepay the Outstanding amount of the Loans, as a whole or 
in part, at any time without penalty or premium; PROVIDED, that the full or 
partial prepayment of the Outstanding amount of any Eurodollar Rate Loans 
pursuant to this Section 3.3 may be made only on the last day of the 
Interest Period relating thereto unless accompanied by breakage costs 
computed in accordance with Section 4.8 and except as otherwise required 
pursuant to Section 4.7.  The Borrower shall give the Agent, no later than 
1:00 p.m., Boston time, at least three (3) Business Days prior written notice 
of any prepayment pursuant to this Section 3.3 specifying the proposed date 
of payment of Loans and the principal amount to be paid.

     Section 3.4.  PARTIAL PREPAYMENTS.  Each partial prepayment of the 
Loans under Section 3.2 and Section 3.3 shall be in an integral multiple of 
$500,000, shall be accompanied by the payment of accrued interest on the 
principal prepaid to the date of payment and, after payment of such interest, 
shall be applied, in the absence of instruction by the Borrower, first to the 
principal of Base Rate Loans and then to the principal of Eurodollar Rate 
Loans.      

Section 3.5.  EFFECT OF PREPAYMENTS.  Amounts of the Loans 
prepaid under Section 3.2 and Section 3.3 prior to the Maturity Date may be 
reborrowed as provided in Section 2.  

                                     -24-

<PAGE>

     Section 3.6.  PROCEEDS FROM DEBT OFFERING AND EQUITY OFFERING.  Upon 
the occurrence of a Default or Event of Default and during any period during 
which such Default or Event of Default shall be continuing, the Borrower 
shall cause all gross proceeds of each and every Debt Offering and Equity 
Offering, less all reasonable costs, fees, expenses, underwriting 
commissions, fees and discounts incurred in connection therewith, to be 
promptly paid by the Borrower to the Agent for the account of the Banks as a 
prepayment of the Loans to the extent of the Outstanding balance of the Loans.

     Section 4.  CERTAIN GENERAL PROVISIONS.

     Section 4.1.  CONVERSION OPTIONS.

                    (a)   The Borrower may elect from time to time to convert 
any outstanding Loan to a Loan of another Type and such Loan shall thereafter 
bear interest as a Base Rate Loan or a Eurodollar Rate Loan, as applicable; 
PROVIDED that (i) with respect to any such conversion of a Eurodollar Rate 
Loan to a Base Rate Loan, the Borrower shall give the Agent at least three 
Business Days' prior written notice of such election, and such conversion 
shall only be made on the last day of the Interest Period with respect to 
such Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base 
Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Agent at 
least four Eurodollar Business Days' prior written notice of such election 
and the Interest Period requested for such Loan, the principal amount of the 
Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an 
integral multiple of $100,000 in excess thereof and, after giving effect to 
the making of such Loan, there shall be no more than five (5) Eurodollar Rate 
Loans Outstanding at any one time; and (iii) no Loan may be converted into a 
Eurodollar Rate Loan when any Default or Event of Default has occurred and is 
continuing.  All or any part of the Outstanding Loans of any Type may be 
converted as provided herein, PROVIDED that no partial conversion shall 
result in a Base Rate Loan in an aggregate principal amount of less than 
$1,000,000 or a Eurodollar Rate Loan in an aggregate principal amount of less 
than $1,000,000 and that the aggregate principal amount of each Loan shall be 
in an integral multiple of $100,000.  On the date on which such conversion is 
being made, each Bank shall take such action as is necessary to transfer its 
Commitment Percentage of such Loans to its Domestic Lending Office or its 
Eurodollar Lending Office, as the case may be.  Each Conversion Request 
relating to the conversion of a Base Rate Loan to a Eurodollar Rate Loan 
shall be irrevocable by the Borrower.

                    (b)   Any Loan may be continued as such Type upon the 
expiration of an Interest Period with respect thereto by compliance by the 
Borrower with the terms of Section 4.1; PROVIDED that no Eurodollar Rate 
Loan may be continued as such when any Event of Default has occurred and is 
continuing, but shall be automatically converted to a Base Rate Loan on the 
last day of the Interest Period relating thereto ending during the 
continuance of any Event of Default.

                    (c)   In the event that the Borrower does not notify the 
Agent of its election hereunder with respect to any Loan, such Loan shall be
automatically converted to a Base Rate

                                     -25-

<PAGE>

Loan at the end of the applicable Interest Period.

     Section 4.2.  COMMITMENT FEE.  The Borrower agrees to pay $125,000.00 
on or before the Closing Date to the Agent for the account of the Banks in 
accordance with their respective Commitment Percentages as a commitment fee. 

     Section 4.3.  INTENTIONALLY OMITTED.  

     Section 4.4.  FUNDS FOR PAYMENTS.

                    (a)   All payments of principal, interest, facility fees, 
Agent's fees, closing fees, Letter of Credit fees and any other amounts due 
hereunder or under any of the other Loan Documents shall be made to the 
Agent, for the respective accounts of the Banks and the Agent, as the case 
may be, at the Agent's Head Office, not later than 1:00 p.m. (Boston time) on 
the day when due, in each case in immediately available funds.  The Agent is 
hereby authorized to charge the account of the Borrower with FNBB, on the 
dates when the amount thereof shall become due and payable, with the amounts 
of the principal of and interest on the Loans and all fees, charges, expenses 
and other amounts owing to the Agent and/or the Banks under the Loan 
Documents.

                    (b)  All payments by the Borrower hereunder and under any 
of the other Loan Documents shall be made without setoff or counterclaim and 
free and clear of and without deduction for any taxes, levies, imposts, 
duties, charges, fees, deductions, withholdings, compulsory loans, 
restrictions or conditions of any nature now or hereafter imposed or levied 
by any jurisdiction or any political subdivision thereof or taxing or other 
authority therein unless the Borrower is compelled by law to make such 
deduction or withholding.  If any such obligation is imposed upon the 
Borrower with respect to any amount payable by it hereunder or under any of 
the other Loan Documents, the Borrower will pay to the Agent, for the account 
of the Banks or (as the case may be) the Agent, on the date on which such 
amount is due and payable hereunder or under such other Loan Document, such 
additional amount in Dollars as shall be necessary to enable the Banks or the 
Agent to receive the same net amount which the Banks or the Agent would have 
received on such due date had no such obligation been imposed upon the 
Borrower.  The Borrower will deliver promptly to the Agent certificates or 
other valid vouchers for all taxes or other charges deducted from or paid 
with respect to payments made by the Borrower hereunder or under such other 
Loan Document.

                    (c) The obligations of the Borrower to the Banks under 
this Agreement shall be absolute, unconditional and irrevocable, and shall be 
paid and performed strictly in accordance with the terms of this Agreement, 
under all circumstances whatsoever, including, without limitation, the 
following circumstances:  (i) any improper use which may be made of any 
Letter of Credit or any improper acts or omissions of any beneficiary or 
transferee of any Letter of Credit in connection therewith; (ii) the 
existence of any claim, set-off, defense or any right which the Borrower may 
have at any time against any beneficiary or any transferee of any Letter

                                     -26-

<PAGE>

of Credit (or persons or entities for whom any such beneficiary or any such 
transferee may be acting) or the Banks (other than the defense of payment to 
the Banks in accordance with the terms of this Agreement) or any other 
person, whether in connection with any Letter of Credit, this Agreement, any 
other Loan Document, or any unrelated transaction; (iii) any statement or any 
other documents presented under any Letter of Credit proving to be 
insufficient, forged, fraudulent or invalid in any respect or any statement 
therein being untrue or inaccurate in any respect whatsoever; (iv) any breach 
of any agreement between Borrower and any beneficiary or transferee of any 
Letter of Credit; (v) any irregularity in the transaction with respect to 
which any Letter of Credit is issued, including any fraud by the beneficiary 
or any transferee of such Letter of Credit; (vi) payment by the Agent under 
any Letter of Credit against presentation of a sight draft or a certificate 
which does not comply with the terms of such Letter of Credit, provided that 
such payment shall not have constituted gross negligence or willful 
misconduct on the part of the Agent, and (vii) any other circumstance or 
happening whatsoever, whether or not similar to any of the foregoing, 
provided that such other circumstances or happenings shall not have been the 
result of gross negligence or willful misconduct on the part of the Agent. 

                    (d) Each Bank organized under the laws of a jurisdiction 
outside the United States, if requested in writing by the Borrower (but only 
so long as such Bank remains lawfully able to do so), shall provide the 
Borrower with such duly executed form(s) or statement(s) which may, from time 
to time, be prescribed by law and, which, pursuant to applicable provisions 
of (i) an income tax treaty between the United States and the country of 
residence of such Bank, (ii) the Code, or (iii) any applicable rules or 
regulations in effect under (i) or (ii) above, indicating the withholding 
status of such Bank; provided that nothing herein (including without 
limitation the failure or inability to provide such form or statement) shall 
relieve the Borrower of its obligations under Section 4.4(b). In the event 
that the Borrower shall have delivered the certificates or vouchers described 
above for any payments made by the Borrower and such Bank receives a refund 
of any taxes paid by the Borrower pursuant to Section 4.4(b), such Bank will 
pay to the Borrower the amount of such refund promptly upon receipt thereof, 
PROVIDED that if at any time thereafter such Bank is required to return such 
refund, the Borrower shall promptly repay to such Bank the amount of such 
refund.

     Section .4.5  COMPUTATIONS.  All computations of interest on the Loans 
and of other fees to the extent applicable shall be based on a 360-day year 
and paid for the actual number of days elapsed.  Except as otherwise provided 
in the definition of the term "Interest Period" with respect to Eurodollar 
Rate Loans, whenever a payment hereunder or under any of the other Loan 
Documents becomes due on a day that is not a Business Day, the due date for 
such payment shall be extended to the next succeeding Business Day, and 
interest shall accrue during such extension.  The Outstanding amount of the 
Loans as reflected on the records of the Agent from time to time shall be 
considered PRIMA FACIE evidence of such amount.

     Section 4.6.  INABILITY TO DETERMINE EURODOLLAR RATE.  In the event 
that, prior to the commencement of any Interest Period relating to any 
Eurodollar Rate Loan, the Agent shall determine that adequate and reasonable 
methods do not exist for ascertaining the Eurodollar Rate

                                     -27-

<PAGE>

for such Interest Period, the Agent shall forthwith give notice of such 
determination (which shall be conclusive and binding on the Borrower and the 
Banks) to the Borrower and the Banks.  In such event (a) any Loan Request 
with respect to Eurodollar Rate Loans shall be automatically withdrawn and 
shall be deemed a request for Base Rate Loans and (b) each Eurodollar Rate 
Loan will automatically, on the last day of the then current Interest Period 
thereof, become a Base Rate Loan, and the obligations of the Banks to make 
Eurodollar Rate Loans shall be suspended until the Agent determines that the 
circumstances giving rise to such suspension no longer exist, whereupon the 
Agent shall so notify the Borrower and the Banks.

      Section 4.7.  ILLEGALITY.  Notwithstanding any other provisions herein, 
if any present or future law, regulation, treaty or directive or the 
interpretation or application thereof shall make it unlawful, or any central 
bank or other governmental authority having jurisdiction over a Bank or its 
Eurodollar Lending Office shall assert that it is unlawful, for any Bank to 
make or maintain Eurodollar Rate Loans, such Bank shall forthwith give notice 
of such circumstances to the Agent and the Borrower and thereupon (a) the 
commitment of the Banks to make Eurodollar Rate Loans or convert Loans of 
another type to Eurodollar Rate Loans shall forthwith be suspended and (b) 
the Eurodollar Rate Loans then Outstanding shall be converted automatically 
to Base Rate Loans on the last day of each Interest Period applicable to such 
Eurodollar Rate Loans or within such earlier period as may be required by law.

     Section 4.8.  ADDITIONAL INTEREST.  If any Eurodollar Rate Loan or any 
portion thereof is repaid or is converted to a Base Rate Loan for any reason 
on a date which is prior to the last day of the Interest Period applicable to 
such Eurodollar Rate Loan, the Borrower will pay to the Agent upon demand for 
the account of the Banks in accordance with their respective Commitment 
Percentages, in addition to any amounts of interest otherwise payable 
hereunder, any amounts required to compensate the Banks for any losses, costs 
or expenses which may reasonably be incurred as a result of such payment or 
conversion, including, without limitation, an amount equal to daily interest 
for the unexpired portion of such Interest Period on the Eurodollar Rate Loan 
or portion thereof so repaid or converted at a per annum rate equal to the 
excess, if any, of (a) the Eurodollar Rate applicable to such Eurodollar Rate 
Loan minus one and seven tenths percent (1.7%) over (b) the yield obtainable 
by the Agent upon the purchase of debt securities customarily issued by the 
Treasury of the United States of America which have a maturity date most 
closely approximating the last day of such Interest Period (it being 
understood that the purchase of such securities shall not be required in 
order for such amounts to be payable) (it being agreed that a Bank shall not 
be obligated or required to have actually obtained funds at the Eurodollar 
Rate or to have actually reinvested such amount as described above). 

     Section 4.9.  ADDITIONAL COSTS, ETC.  Notwithstanding anything herein 
to the contrary, if any present or future applicable law, which expression, 
as used herein, includes statutes, rules and regulations thereunder and 
legally binding interpretations thereof by any competent court or by any 
governmental or other regulatory body or official with appropriate 
jurisdiction charged with the administration or the interpretation thereof 
and requests, directives, instructions and notices at any time or from time 
to time hereafter made upon or otherwise issued to any Bank or the Agent

                                     -28-

<PAGE>

by any central bank or other fiscal, monetary or other authority (whether or not
having the force of law), shall:

               (a)  subject any Bank or the Agent to any tax, levy, impost, 
duty, charge, fee, deduction or withholding of any nature with respect to 
this Agreement, the other Loan Documents, such Bank's Commitment, a Letter of 
Credit or the Loans (other than taxes based upon or measured by the income or 
profits of such Bank or the Agent), or

               (b)  materially change the basis of taxation (except for 
changes in taxes on income or profits) of payments to any Bank of the 
principal of or the interest on any Loans or any other amounts payable to any 
Bank under this Agreement or the other Loan Documents, or

               (c)  impose or increase or render applicable any special 
deposit, reserve, assessment, liquidity, capital adequacy or other similar 
requirements (whether or not having the force of law) against assets held by, 
or deposits in or for the account of, or loans by, or letters of credit from, 
or commitments of any Bank beyond those in effect as of the date hereof, or

               (d)  impose on any Bank or the Agent any other conditions or
requirements with respect to this Agreement, the other Loan Documents, the
Loans, such Bank's Commitment, a Letter of Credit  or any class of loans or
commitments of which any of the Loans or such Bank's Commitment forms a part;
and the result of any of the foregoing is

                    (i)    to increase the cost to any Bank of making, 
     funding, issuing, renewing, extending or maintaining any of the Loans or 
     Letters of Credit or such Bank's Commitment, or

                    (ii)   to reduce the amount of principal, interest or 
     other amount payable to such Bank or the Agent hereunder on account of 
     such Bank's Commitment or any of the Loans or Letters of Credit, or

                    (iii)  to require such Bank or the Agent to make any 
     payment or to forego any interest or other sum payable hereunder, the 
     amount of which payment or foregone interest or other sum is calculated 
     by reference to the gross amount of any sum receivable or deemed 
     received by such Bank or the Agent from the Borrower hereunder,

then, and in each such case, the Borrower will, within fifteen (15) days of 
demand made by such Bank or (as the case may be) the Agent at any time and 
from time to time and as often as the occasion therefor may arise, pay to 
such Bank or the Agent such additional amounts as such Bank or the Agent 
shall determine in good faith to be sufficient to compensate such Bank or the 
Agent for such additional cost, reduction, payment or foregone interest or 
other sum.  Each Bank and the Agent in determining such amounts may use any 
reasonable averaging and attribution methods, generally applied by such Bank 
or the Agent. 

     Section 4.10.  CAPITAL ADEQUACY.  If after the date hereof any Bank
determines that (a) the

                                     -29-

<PAGE>


adoption of or change in any law, rule, regulation or guideline
regarding capital requirements of general application for banks or bank holding
companies (as opposed to a particular bank) or any change in the interpretation
or application thereof by any governmental authority charged with the
administration thereof, or (b) compliance by such Bank or its parent bank
holding company with any future guideline, request or directive of any such
entity regarding capital adequacy or any amendment or change in interpretation
of any existing guideline, request or directive (whether or not having the force
of law), has the effect of reducing the return on such Bank's or such holding
company's capital as a consequence of such Bank's commitment to make Loans
hereunder to a level below that which such Bank or holding company could have
achieved but for such adoption, change or compliance (taking into consideration
such Bank's or such holding company's then existing policies with respect to
capital adequacy and assuming the full utilization of such entity's capital) by
any amount deemed by such Bank to be material, then such Bank may notify the
Borrower thereof.  The Borrower agrees to pay to such Bank the amount of such
reduction in the return on capital as and when such reduction is determined,
upon presentation by such Bank of a statement of the amount setting for the
Bank's calculation thereof.  In determining such amount, such Bank may use any
reasonable averaging and attribution methods, generally applied by such Bank.

     Section 4.11.  INDEMNITY OF BORROWER.  The Borrower agrees to indemnify 
each Bank and to hold each Bank harmless from and against any loss, cost or 
expense that such Bank may sustain or incur as a consequence of (a) default 
by the Borrower in payment of the principal amount of or any interest on any 
Eurodollar Rate Loans as and when due and payable, including any such loss or 
expense arising from interest or fees payable by such Bank to lenders of 
funds obtained by it in order to maintain its Eurodollar Rate Loans, or (b) 
default by the Borrower in making a borrowing or conversion after the 
Borrower has given (or is deemed to have given) a Loan Request or a 
Conversion Request; provided, however, that the Borrower shall not be 
required to so indemnify any Bank pursuant to clause (b) above which fails or 
refuses to fund its proportionate share of a Loan in accordance with the 
terms of this Agreement.

     Section 4.12.  INTEREST ON OVERDUE AMOUNTS; LATE CHARGE.  Overdue 
principal and (to the extent permitted by applicable law) interest on the 
Loans and all other overdue amounts payable hereunder or under any of the 
other Loan Documents shall bear interest payable on demand at a rate per 
annum equal to four  percent (4%) above the Base Rate until such amount shall 
be paid in full (after as well as before judgment).  In addition, the 
Borrower shall pay a late charge equal to three percent (3%) of any amount of 
interest and/or principal payable on the Loans or any other amounts payable 
hereunder or under the Loan Documents, which is not paid within ten days of 
the date when due.

     Section 4.13.  CERTIFICATE.  A certificate setting forth any amounts 
payable pursuant to Section 4.8, Section 4.9, Section 4.10,  Section 4.11 
or Section 4.12 and a brief explanation of such amounts which are due, 
submitted by any Bank or the Agent to the Borrower, shall be conclusive in 
the absence of manifest error.  

     Section 4.14.  LIMITATION ON INTEREST.  Notwithstanding anything in 
this Agreement to the 

                                     -30-

<PAGE>

contrary, all agreements between the Borrower and the Banks and the Agent, 
whether now existing or hereafter arising and whether written or oral, are 
hereby limited so that in no contingency, whether by reason of acceleration 
of the maturity of any of the Obligations or otherwise, shall the interest 
contracted for, charged or received by the Banks exceed the maximum amount 
permissible under applicable law.  If, from any circumstance whatsoever, 
interest would otherwise be payable to the Banks in excess of the maximum 
lawful amount, the interest payable to the Banks shall be reduced to the 
maximum amount permitted under applicable law; and if from any circumstance 
the Banks shall ever receive anything of value deemed interest by applicable 
law in excess of the maximum lawful amount, an amount equal to any excessive 
interest shall be applied to the reduction of the principal balance of the 
Obligations and to the payment of interest or, if such excessive interest 
exceeds the unpaid balance of principal of the Obligations, such excess shall 
be refunded to the Borrower. All interest paid or agreed to be paid to the 
Banks shall, to the extent permitted by applicable law, be amortized, 
prorated, allocated and spread throughout the full period until payment in 
full of the principal of the Obligations (including the period of any renewal 
or extension thereof) so that the interest thereon for such full period shall 
not exceed the maximum amount permitted by applicable law.  This section 
shall control all agreements between the Borrower and the Banks and the 
Agent.

     Section 5.  SECURITY.  The Banks have agreed to make the Loans to the 
Borrower on an unsecured basis.  Notwithstanding the foregoing, the 
Obligations shall be guaranteed by Guarantor pursuant to the Guaranty.

     Section 6.  REPRESENTATIONS AND WARRANTIES.

     The Borrower represents and warrants to the Agent and the Banks as follows:

     Section 6.1.  CORPORATE AUTHORITY, ETC.

          (a)  INCORPORATION; GOOD STANDING.  The Borrower (i) is a 
corporation duly organized pursuant to its organizational documents and 
amendments thereto filed with the Department of Assessments and Taxation of 
Maryland and is validly existing and in good standing under the laws of the 
State of Maryland, (ii) has all requisite power to own its property and 
conduct its business as now conducted and as presently contemplated, (iii) is 
in good standing as a foreign entity and is duly authorized to do business in 
the jurisdictions where the Unencumbered Operating Properties are located to 
the extent required to be so authorized and in each other jurisdiction where 
a failure to be so qualified in such other jurisdiction could have a 
materially adverse effect on the business, assets or financial condition of 
the Borrower and (iv) is a real estate investment trust in full compliance 
with and entitled to the benefits of Section 856 of the Code.

          (b)  SUBSIDIARIES.  Each of the Subsidiaries of the Borrower 
(including the Guarantor) (i) is a corporation, limited partnership, limited 
liability company or trust duly organized under the laws of its State of 
organization and is validly existing and in good standing 

                                      -31-

<PAGE>

under the laws thereof, (ii) has all requisite power to own its property and 
conduct its business as now conducted and as presently contemplated and (iii) 
is in good standing and is duly authorized to do business in each 
jurisdiction where a failure to be so qualified could have a materially 
adverse effect on the business, assets or financial condition of the Borrower 
or such Subsidiary.

          (c)  AUTHORIZATION.  The execution, delivery and performance of 
this Agreement and the other Loan Documents and the transactions contemplated 
hereby and thereby (i) are within the authority of the Borrower and the 
Guarantor, (ii) have been duly authorized by all necessary proceedings on the 
part of the such Person, (iii) do not and will not conflict with or result in 
any breach or contravention of any provision of law, statute, rule or 
regulation to which such Person is subject or any judgment, order, writ, 
injunction, license or permit applicable to such Person, (iv) do not and will 
not conflict with or constitute a default (whether with the passage of time 
or the giving of notice, or both) under any provision of the charter 
documents, partnership agreement, declaration of trust or other charter 
documents or bylaws of, or any agreement or other instrument binding upon, 
such Person or any of its properties, and (v) do not and will not result in 
or require the imposition of any lien or other encumbrance on any of the 
properties, assets or rights of such Person.  

          (d)  ENFORCEABILITY.  The execution and delivery of this Agreement 
and the other Loan Documents are valid and legally binding obligations of the 
Borrower and the Guarantor enforceable in accordance with the respective 
terms and provisions hereof and thereof, except as enforceability is limited 
by bankruptcy, insolvency, reorganization, moratorium or other laws relating 
to or affecting generally the enforcement of creditors' rights and except to 
the extent that availability of the remedy of specific performance or 
injunctive relief is subject to the discretion of the court before which any 
proceeding therefor may be brought.

     Section 6.2.  GOVERNMENTAL APPROVALS.  The execution, delivery and 
performance by the Borrower and the Guarantor of this Agreement and the other 
Loan Documents and the transactions contemplated hereby and thereby do not 
require the approval or consent of, or filing with, any governmental agency 
or authority other than those already obtained.   

     Section 6.3.  TITLE TO PROPERTIES; LEASES.  Except as indicated on 
SCHEDULE 6.3 hereto, the Borrower and its Subsidiaries own all of the assets 
reflected in the consolidated balance sheet of the Borrower as at the Balance 
Sheet Date or acquired since that date (except property and assets sold or 
otherwise disposed of in the ordinary course of business since that date), 
subject to no rights of others, including any mortgages, leases (excluding 
leases entered into in the ordinary course of the Borrower's business), 
conditional sales agreements, title retention agreements, liens or other 
encumbrances except Permitted Liens. Without limiting the foregoing, the 
Borrower and its Subsidiaries have good and marketable fee simple title to, 
or a valid and subsisting leasehold interest in, all real property reasonably 
necessary for the operation of its business in whole, free from all liens or 
encumbrances of any nature whatsoever, except for Permitted Liens.  The 
Borrower or its Subsidiary or the Guarantor, as the case may be, is the 
insured under owner's policies of title insurance covering all real property 
owned by it, in each case in an 

                                      -32-
<PAGE>

amount not less than the purchase price for such real property.  Neither the 
Borrower nor the Guarantor is a party to a Lease with a tenant which accounts 
for one-half percent (0.5%) or more of the total rental revenues of the 
Borrower and in which Ameritech owns, directly or indirectly, more than a 
nine and nine tenths percent (9.9%) interest.

     Section 6.4.  FINANCIAL STATEMENTS.  The Borrower has furnished to each 
of the Banks:  (a) the pro forma consolidated balance sheet of the Borrower 
and its Subsidiaries and of the Guarantor as of the Balance Sheet Date and 
their related consolidated statements of income, changes in stockholder 
equity and cash flows for the fiscal year then ended, certified by an 
Authorized Officer of the Borrower and the Guarantor, as applicable, (b) a 
pro forma consolidated balance sheet and a pro forma consolidated statement 
of income and cash flows of the Borrower and its Subsidiaries and of the 
Guarantor for each of the fiscal quarters of the Borrower ended since the 
Balance Sheet Date certified by an Authorized Officer of the Borrower and the 
Guarantor, as applicable, to have been prepared in accordance with generally 
accepted accounting principles consistent with those used in the preparation 
of the annual statements delivered pursuant to subsection (a) above and to 
fairly present the financial condition of the Borrower and its Subsidiaries 
and the Guarantor as at the close of business on the dates thereof and the 
results of operations for the fiscal quarters then ended (subject to year-end 
adjustments), and (c) an unaudited consolidated statement of Net Operating 
Income for the Borrower and its Subsidiaries and the Guarantor and an 
unaudited statement of Net Operating Income for each parcel of Real Estate 
for the nine (9) months ended September 30, 1995, satisfactory in form to the 
Majority Banks and certified by an Authorized Officer of the Borrower and the 
Guarantor, as applicable, as fairly presenting the operating income for such 
parcels for such periods.  Such balance sheet and statements of income, 
stockholder's equity and cash flows have been prepared in accordance with 
generally accepted accounting principles and fairly present the financial 
condition of the Borrower and its Subsidiaries and the Guarantor as of such 
dates and the results of the operations of the Borrower and its Subsidiaries 
and the Guarantor for such periods.  There are no liabilities, contingent or 
otherwise, of the Borrower or any of its Subsidiaries or the Guarantor 
involving material amounts not disclosed in said financial statements and the 
related notes thereto.

     Section 6.5.  NO MATERIAL CHANGES.  Since the Balance Sheet Date, there 
has occurred no materially adverse change in the financial condition or 
business of the Borrower and its Subsidiaries or the Guarantor taken as a 
whole as shown on or reflected in the consolidated balance sheet of the 
Borrower and its Subsidiaries and the Guarantor, adjusted pursuant to 
Section 9.7, as of the Balance Sheet Date, or its consolidated statement 
of Net Operating Income or Operating Cash Flow for the Real Estate for the 
fiscal year then ended, other than changes in the ordinary course of business 
that have not had any materially adverse effect either individually or in the 
aggregate on the business or financial condition of such Person.

     Section 6.6.  FRANCHISES, PATENTS, COPYRIGHTS, ETC.  The Borrower and 
its Subsidiaries and the Guarantor possess all franchises, patents, 
copyrights, trademarks, trade names, servicemarks, licenses and permits, and 
rights in respect of the foregoing, adequate for the conduct of their 
business substantially as now conducted without known conflict with any 
rights of others.

                                      -33-
<PAGE>

      Section 6.7.  LITIGATION.  Except as stated on SCHEDULE 
6.7 there are no actions, suits, proceedings or investigations of any kind 
pending or threatened against the Borrower or any of its Subsidiaries or the 
Guarantor  before any court, tribunal or administrative agency or board that, 
if adversely determined, might, either in any case or in the aggregate, 
materially adversely affect the properties, assets, financial condition or 
business of such Person or materially impair the right of such Person to 
carry on business substantially as now conducted by it, or result in any 
liability not adequately covered by insurance, or for which adequate reserves 
are not maintained on the balance sheet of such Person, or which question the 
validity of this Agreement or any of the other Loan Documents, any action 
taken or to be taken pursuant hereto or thereto, or which will adversely 
affect the ability of the Borrower or the Guarantor to pay and perform the 
Obligations in the manner contemplated by this Agreement and the other Loan 
Documents.

     Section 6.8.  NO MATERIALLY ADVERSE CONTRACTS, ETC.  Neither the 
Borrower nor any of its Subsidiaries nor the Guarantor is subject to any 
charter, corporate or other legal restriction, or any judgment, decree, 
order, rule or regulation that has or is expected in the future to have a 
materially adverse effect on the business, assets or financial condition of 
the Borrower or any of its Subsidiaries or the Guarantor.  Neither the 
Borrower nor any of its Subsidiaries nor the Guarantor is a party to any 
contract or agreement that has or is expected, in the judgment of the 
officers of such Person, to have any materially adverse effect on the 
business of any of them.

     Section 6.9.  COMPLIANCE WITH OTHER INSTRUMENTS, LAWS, ETC.  Neither 
the Borrower nor any of its Subsidiaries nor the Guarantor is in violation of 
any provision of its charter or other organizational documents, by-laws, or 
any agreement or instrument to which it may be subject or by which it or any 
of its properties may be bound or any decree, order, judgment, statute, 
license, rule or regulation, in any of the foregoing cases in a manner that 
could result in the imposition of substantial penalties or materially and 
adversely affect the financial condition, properties or business of the 
Borrower or its Subsidiaries or the Guarantor.

     Section 6.10.  TAX STATUS.  The Borrower and each of its Subsidiaries 
and the Guarantor (a) has made or filed all federal and state income and all 
other tax returns, reports and declarations required by any jurisdiction to 
which it is subject, (b) has paid all taxes and other governmental 
assessments and charges shown or determined to be due on such returns, 
reports and declarations, except those being contested in good faith and by 
appropriate proceedings and (c) has set aside on its books provisions 
reasonably adequate for the payment of all taxes for periods subsequent to 
the periods to which such returns, reports or declarations apply.  There are 
no unpaid taxes in any material amount claimed to be due by the taxing 
authority of any jurisdiction, and the officers of such Person know of no 
basis for any such claim.

     Section 6.11.  NO EVENT OF DEFAULT.  No Default or Event of Default has 
occurred and is continuing.

     Section 6.12.  HOLDING COMPANY AND INVESTMENT COMPANY ACTS.  Neither 
the Borrower nor any of its Subsidiaries nor the Guarantor is a "holding 
company", or a "subsidiary company" of a 

                                      -34-
<PAGE>

"holding company", or an "affiliate" of a "holding company", as such terms 
are defined in the Public Utility Holding Company Act of 1935; nor is it an 
"investment company", or an "affiliated company" or a "principal underwriter" 
of an "investment company", as such terms are defined in the Investment 
Company Act of 1940.

     Section 6.13.  ABSENCE OF UCC FINANCING STATEMENTS, ETC.  Except with 
respect to Permitted Liens, there is no financing statement, security 
agreement, chattel mortgage, real estate mortgage or other document filed or 
recorded with any filing records, registry, or other public office, that 
purports to cover, affect or give notice of any present or possible future 
lien on, or security interest or security title in, any property of the 
Borrower or its Subsidiaries or the Guarantor or rights thereunder.

     Section 6.14.  INTENTIONALLY OMITTED. 

     Section 6.15.  CERTAIN TRANSACTIONS.  Except as set forth in the 
Prospectus, none of the officers, trustees, directors, or employees of the 
Borrower or any of its Subsidiaries or the Guarantor is a party to any 
transaction with the Borrower or any of its Subsidiaries or the Guarantor 
(other than for services as employees, officers and directors), including any 
contract, agreement or other arrangement providing for the furnishing of 
services to or by, providing for rental of real or personal property to or 
from, or otherwise requiring payments to or from any officer, trustee, 
director or such employee or, to the knowledge of the Borrower, any 
corporation, partnership, trust or other entity in which any officer, 
trustee, director, or any such employee has a substantial interest or is an 
officer, director, trustee or partner.

     Section 6.16.  EMPLOYEE BENEFIT PLANS.  The Borrower and each ERISA 
Affiliate has fulfilled its obligations under the minimum funding standards 
of ERISA and the Code with respect to each Employee Benefit Plan, 
Multiemployer Plan or Guaranteed Pension Plan and is in compliance in all 
material respects with the presently applicable provisions of ERISA and the 
Code with respect to each Employee Benefit Plan, Multiemployer Plan or 
Guaranteed Pension Plan.  Neither the Borrower nor any ERISA Affiliate has 
(a) sought a waiver of the minimum funding standard under Section 412 of the 
Code in respect of any Employee Benefit Plan, Multiemployer Plan or 
Guaranteed Pension Plan, (b) failed to make any contribution or payment to 
any Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan, or 
made any amendment to any Employee Benefit Plan, Multiemployer Plan or 
Guaranteed Pension Plan, which has resulted or could result in the imposition 
of a Lien or the posting of a bond or other security under ERISA or the Code, 
or (c) incurred any liability under Title IV of ERISA other than a liability 
to the PBGC for premiums under Section 4007 of ERISA. None of the 
Unencumbered Operating Properties constitutes a "plan asset" of any Employee 
Plan, Multiemployer Plan or Guaranteed Pension Plan.

     Section 6.17.  REGULATIONS U AND X.  No portion of any Loan is to be 
used for the purpose of purchasing or carrying any "margin security" or 
"margin stock" as such terms are used in Regulations U and X of the Board of 
Governors of the Federal Reserve System, 12 C.F.R. Parts 

                                      -35-
<PAGE>

221 and 224.

      Section 6.18.  ENVIRONMENTAL COMPLIANCE.  The Borrower has 
conducted or caused to be conducted Phase I environmental site assessments 
with respect to the past usage and condition of the Real Estate and the 
operations conducted thereon, and is familiar with the present condition and 
usage of the Real Estate and the operations conducted thereon and, based upon 
such reports and knowledge, makes the following representations and 
warranties.

          (a)  To the best of the Borrower's knowledge, none of the Borrower 
or its Subsidiaries or any operator of the Real Estate, or any operations 
thereon is in violation, or alleged violation, of any judgment, decree, 
order, law, license, rule or regulation pertaining to environmental matters, 
including without limitation, those arising under the Resource Conservation 
and Recovery Act ("RCRA"), the Comprehensive Environmental Response, 
Compensation and Liability Act of 1980 as amended ("CERCLA"), the Superfund 
Amendments and Reauthorization Act of 1986 ("SARA"), the Federal Clean Water 
Act, the Federal Clean Air Act, the Toxic Substances Control Act, or any 
state or local statute, regulation, ordinance, order or decree relating to 
the environment (hereinafter "Environmental Laws"), which violation involves 
the Real Estate and would have a material adverse effect on the environment 
or the business, assets or financial condition of the Borrower.

          (b)  Neither the Borrower nor any of its Subsidiaries has received 
notice from any third party including, without limitation, any federal, state 
or local governmental authority, (i) that it has been identified by the 
United States Environmental Protection Agency ("EPA") as a potentially 
responsible party under CERCLA with respect to a site listed on the National 
Priorities List, 40 C.F.R. Part 300 Appendix B (1986); (ii) that any 
hazardous waste, as defined by 42 U.S.C. Section 9601(5), any hazardous 
substances as defined by 42 U.S.C. Section 9601(14), any pollutant or 
contaminant as defined by 42 U.S.C. Section 9601(33) or any toxic 
substances, oil or hazardous materials or other chemicals or substances 
regulated by any Environmental Laws ("Hazardous Substances") which it has 
generated, transported or disposed of have been found at any site at which a 
federal, state or local agency or other third party has conducted or has 
ordered that the Borrower or any of its Subsidiaries conduct a remedial 
investigation, removal or other response action pursuant to any Environmental 
Law; or (iii) that it is or shall be a named party to any claim, action, 
cause of action, complaint, or legal or administrative proceeding (in each 
case, contingent or otherwise) arising out of any third party's incurrence of 
costs, expenses, losses or damages of any kind whatsoever in connection with 
the release of Hazardous Substances.

          (c)  To the best of the Borrower's knowledge, except as set forth 
in SCHEDULE 6.18 or, in the case of Real Estate acquired after the date 
hereof, except as may be disclosed in writing to the Agent upon the 
acquisition of the same:  (i) no portion of the Real Estate has been used for 
the handling, processing, storage or disposal of Hazardous Substances except 
in accordance with applicable Environmental Laws, and no underground tank or 
other underground storage receptacle for Hazardous Substances is located on 
any portion of the Real Estate; (ii) in the course of any activities 
conducted by the Borrower, its Subsidiaries or the operators of its 
properties, no Hazardous Substances have been generated or are being used on 
the Real Estate 

                                      -36-
<PAGE>

except in the ordinary course of business and in accordance with applicable 
Environmental Laws; (iii) there has been no past or present releasing, 
spilling, leaking, pumping, pouring, emitting, emptying, discharging, 
injecting, escaping, disposing or dumping (a "Release") or threatened Release 
of Hazardous Substances on, upon, into or from the Real Estate, or, to the 
best of the Borrower's knowledge, on, upon, into or from the other properties 
of the Borrower or its Subsidiaries, which Release would have a material 
adverse effect on the value of any of the Real Estate or adjacent properties 
or the environment; (iv) to the best of the Borrower's knowledge, there have 
been no Releases on, upon, from or into any real property in the vicinity of 
any of the Real Estate which, through soil or groundwater contamination, may 
have come to be located on, and which would have a material adverse effect on 
the value of, the Real Estate; and (v) any Hazardous Substances that have 
been generated on any of the Real Estate have been transported off-site only 
by carriers having an identification number issued by the EPA or approved by 
a state or local environmental regulatory authority having jurisdiction 
regarding the transportation of such substance and, to the best knowledge of 
the Borrower without independent investigation, treated or disposed of only 
by treatment or disposal facilities maintaining valid permits as required 
under all applicable Environmental Laws, which transporters and facilities 
have been and are, to the best of the Borrower's knowledge, operating in 
compliance with such permits and applicable Environmental Laws.

          (d)  Neither the Borrower, its Subsidiaries nor any Real Estate is 
subject to any applicable Environmental Law requiring the performance of 
Hazardous Substances site assessments, or the removal or remediation of 
Hazardous Substances, or the giving of notice to any governmental agency or 
the recording or delivery to other Persons of an environmental disclosure 
document or statement by virtue of the transactions set forth herein and 
contemplated hereby, or as a condition to the effectiveness of any other 
transactions contemplated hereby.

     Section 6.19.  SUBSIDIARIES.  SCHEDULE 6.19 sets forth all of the 
Subsidiaries of the Borrower.  The form and jurisdiction of organization of 
each of the Subsidiaries, and the Borrower's ownership interest therein, is 
set forth in said SCHEDULE 6.19.

     Section 6.20.  INTENTIONALLY OMITTED.  

     Section 6.21.  LOAN DOCUMENTS.  All of the representations and 
warranties of the Borrower made in this Agreement and the other Loan 
Documents or any document or instrument delivered to the Agent or the Banks 
pursuant to or in connection with any of such Loan Documents are true and 
correct in all material respects, and neither the Borrower nor the Guarantor 
has failed to disclose such information as is necessary to make such 
representations and warranties not misleading.

     Section 6.22.  PROPERTY.  All of the Borrower's and its Subsidiaries' 
properties are in good repair and condition in all material respects, subject 
to ordinary wear and tear, other than with respect to deferred maintenance 
existing as of the date of acquisition of such property as permitted in this 
Section 6.22.  Without limiting the foregoing, the Borrower has completed an 
appropriate investigation of the physical condition of each such property as 
of the later of the date of the Borrower's or 

                                      -37-
<PAGE>

such Subsidiaries' purchase thereof or the date upon which such property was 
last security for Indebtedness of the Borrower or such Subsidiary, or their 
predecessors, including without limitation an analysis of the structural 
condition and existence of any material deferred maintenance, and such 
property is in good condition, order and repair, and any material deferred 
maintenance existing as of the date of acquisition of such property has been 
corrected or satisfactory remediation actions are being taken.  The Borrower 
further has completed an appropriate investigation of the environmental 
condition of each such property as of the later of the date of the Borrower's 
or such Subsidiaries' purchase thereof or the date upon which such property 
was last security for Indebtedness of the Borrower or such Subsidiary, or 
their predecessors, including preparation of a "Phase I" report and, if 
appropriate, a "Phase II" report, in each case prepared by a recognized 
environmental engineer in accordance with customary standards which discloses 
that such property is not in violation of the representations and covenants 
set forth in this Agreement, unless satisfactory remediation actions are 
being taken.  There are no unpaid or outstanding real estate or other taxes 
or assessments on or against any property of the Borrower or any of its 
Subsidiaries which are payable by the Borrower or its Subsidiaries (except 
only real estate or other taxes or assessments, that are not yet due and 
payable).  There are no pending eminent domain proceedings against any 
property of the Borrower or its Subsidiaries or any part thereof, and, to the 
knowledge of the Borrower, no such proceedings are presently threatened or 
contemplated by any taking authority which may individually or in the 
aggregate have any materially adverse effect on the business or financial 
condition of the Borrower.  None of the property of Borrower or its 
Subsidiaries is now damaged or injured as a result of any fire, explosion, 
accident, flood or other casualty in any manner which individually or in the 
aggregate would have any materially adverse effect on the business or 
financial condition of the Borrower.

     Section 6.23.  BROKERS.  Neither the Borrower nor any of its 
Subsidiaries has engaged or otherwise dealt with any broker, finder or 
similar entity in connection with this Agreement or the Loans contemplated 
hereunder.

     Section 6.24.  OTHER DEBT.  Neither the Borrower nor any of its 
Subsidiaries nor the Guarantor is in default in the payment of any other 
Indebtedness or under any agreement, mortgage, deed of trust, security 
agreement, financing agreement, indenture or lease to which any of them is a 
party, excluding trade payables less than sixty (60) days old.  The Borrower 
is not a party to or bound by any agreement, instrument or indenture that may 
require the subordination in right or time of payment of any of the 
Obligations to any other indebtedness or obligation of the Borrower.  

     Section 6.25.  SOLVENCY.  As of the Closing Date and after giving 
effect to the transactions contemplated by this Agreement and the other Loan 
Documents, including all of the Loans made hereunder, the Borrower and the 
Guarantor are not insolvent on a balance sheet basis such that the sum of 
each of their respective assets exceeds the sum of each of their respective 
liabilities, each is able to pay its debts as they become due, and each has 
sufficient capital to carry on its business.

                                      -38-
<PAGE>

     Section 6.26.  GUARANTOR.  Each Guarantor is a wholly-owned Subsidiary 
of the Borrower.

     Section 7.  AFFIRMATIVE COVENANTS OF THE BORROWER.

     The Borrower covenants and agrees that, so long as any Loan or Note or 
Letter of Credit is outstanding or any Bank has any obligation to make any 
Loans or the Agent has any obligation to issue any Letters of Credit:

     Section 7.1.  PUNCTUAL PAYMENT.  The Borrower will duly and punctually 
pay or cause to be paid the principal and interest on the Loans and all 
interest and fees provided for in this Agreement, all in accordance with the 
terms of this Agreement and the Notes as well as all other sums owing 
pursuant to the Loan Documents.

     Section 7.2.  MAINTENANCE OF OFFICE.  The Borrower will maintain its 
chief executive office at 455 Market Street, 17th Floor, San Francisco, 
California 94105, or at such other place in the United States of America as 
the Borrower shall designate upon prior written notice to the Agent and the 
Banks, where notices, presentations and demands to or upon the Borrower in 
respect of the Loan Documents may be given or made.

     Section 7.3.  RECORDS AND ACCOUNTS.  The Borrower will (a) keep, and 
cause each of its Subsidiaries to keep, true and accurate records and books 
of account in which full, true and correct entries will be made in accordance 
with generally accepted accounting principles and (b) maintain adequate 
accounts and reserves for all taxes (including income taxes), depreciation 
and amortization of its properties and the properties of its Subsidiaries, 
contingencies and other reserves.

     Section 7.4.  FINANCIAL STATEMENTS, CERTIFICATES AND INFORMATION.  The 
Borrower will deliver to each of the Banks:

          (a)  as soon as practicable, but in any event not later than 90 
days after the end of each fiscal year of the Borrower, the audited 
consolidated balance sheet of the Borrower and its Subsidiaries at the end of 
such year, and the related audited consolidated statements of income, changes 
in shareholder's equity and cash flows for such year, each setting forth in 
comparative form the figures for the previous fiscal year and all such 
statements to be in reasonable detail, prepared in accordance with generally 
accepted accounting principles, and accompanied by an auditor's report 
prepared without qualification by Arthur Andersen LLP or by another "Big Six" 
accounting firm, the Form 10-K filed with the SEC (unless the SEC has 
approved an extension, in which event the Borrower will deliver to the Agent 
and each of the Banks a copy of the Form 10-K simultaneously with delivery to 
the SEC), and any other information the Banks may need to complete a 
financial analysis of the Borrower and its Subsidiaries. At any time that the 
Agent has reasonable grounds to request the same (including, without 
limitation, at any time that the Compliance Certificate indicates that the 
Borrower is at or near minimum compliance with the financial covenants 
contained in this Agreement), the Agent may require that such report be 
accompanied by a written statement from such accountants to the 

                                      -39-
<PAGE>

effect that they have read a copy of this Agreement, and that, in making the 
examination necessary for said certification, they have obtained no knowledge 
of any Default or Event of Default, or, if such accountants shall have 
obtained knowledge of any then existing Default or Event of Default, they 
shall disclose in such statement any such Default or Event of Default;

          (b)  as soon as practicable, but in any event not later than 45 
days after the end of each fiscal quarter of the Borrower (including the 
fourth fiscal quarter in each year), copies of the unaudited consolidated 
balance sheet of the Borrower and its Subsidiaries as at the end of such 
quarter, and the related unaudited consolidated statements of income, changes 
in shareholder's equity and cash flows for the portion of the Borrower's 
fiscal year then elapsed, all in reasonable detail and prepared in accordance 
with generally accepted accounting principles (which may be provided by 
inclusion in the Form 10-Q of the Borrower for such period provided pursuant 
to subsection (c) below), together with a certification by an Authorized 
Officer of the Borrower that the information contained in such financial 
statements fairly presents the financial position of the Borrower and its 
Subsidiaries on the date thereof (subject to year-end adjustments);

          (c)  as soon as practicable, but in any event not later than 45 
days after the end of each fiscal quarter of the Borrower (excluding the 
fourth fiscal quarter in each year), copies of Form 10-Q filed with the SEC 
(unless the SEC has approved an extension in which event the Borrower will 
deliver such copies of the Form 10-Q to the Agent and each of the Banks 
simultaneously with delivery to the SEC);

          (d)  as soon as practicable, but in any event not later than 45 
days after the end of each fiscal quarter of the Borrower (including the 
fourth fiscal quarter in each year), copies of a consolidated statement of 
the Funds from Operations for such fiscal quarter for the Borrower and its 
Subsidiaries and the Net Operating Income and Operating Cash Flow for the 
Real Estate and year-to-date in form and substance satisfactory to Agent, 
prepared on a basis consistent with the statement furnished pursuant to 
Section 6.4(c) together with a certification by an Authorized Officer of the 
Borrower that the information contained in such statement fairly presents the 
Funds from Operations of the Borrower and its Subsidiaries and the Net 
Operating Income and Operating Cash Flow for the Real Estate for such period;

          (e)  simultaneously with the delivery of the financial statements 
referred to in subsections (a) and (b) above, and within thirty (30) days of 
the filing with the SEC of a Form 8-K or any other document amending any 
other filing previously made by the Borrower which could reasonably be 
expected to have a materially adverse effect on the Borrower, a statement (a 
"Compliance Certificate") certified by an Authorized Officer of the Borrower 
and the Guarantor in the form of EXHIBIT D hereto setting forth in reasonable 
detail computations evidencing compliance with the covenants contained in 
Section 9, and (if applicable) reconciliations to reflect changes in 
generally accepted accounting principles since the Balance Sheet Date; 

          (f)  concurrently with the delivery of the financial statements 
described in 

                                      -40-
<PAGE>

subsections (b) and (c) above, a certificate signed by an Authorized Officer 
of the Borrower to the effect that, having read this Agreement, and based 
upon an examination which they deem sufficient to enable them to make an 
informed statement, there does not exist any Default or Event of Default, or 
if such Default or Event of Default has occurred, specifying the facts with 
respect thereto;

          (g)  contemporaneously with the filing or mailing thereof, copies 
of all material of a financial nature filed with the SEC or sent to the 
stockholders of the Borrower;

          (h)  upon request of the Agent, but in any event not later than 30 
days after receipt of notice of such request from the Agent, updated Rent 
Rolls with respect to the Real Estate, a summary of each Rent Roll in form 
reasonably satisfactory to the Agent, and a leasing activity report with 
respect to the Real Estate setting forth the Borrower's efforts to market and 
lease the then unleased space in the Real Estate and the results of such 
efforts;

          (i)  simultaneously within the delivery of the financial statement 
referred to in subsection (a) above, a statement (i) listing the Real Estate 
owned by the Borrower and its Subsidiaries (or in which Borrower or its 
Subsidiaries owns an interest) and stating the owner thereof, the location 
thereof, the date acquired and the acquisition cost, (ii) listing the 
Indebtedness of the Borrower and its Subsidiaries (excluding Indebtedness of 
the type described in Section 8.1(b)-(e)), which statement shall include, 
without limitation, a statement of the original principal amount of such 
Indebtedness and the current amount outstanding, the holder thereof, the 
maturity date and any extension options, the interest rate, the collateral 
provided for such Indebtedness and whether such Indebtedness is recourse or 
Non-recourse, and (iii) listing the properties of the Borrower and its 
Subsidiaries which are under "development" (as used in Section 8.9) and 
providing a brief summary of the status of such development;

          (j)  promptly after they are filed with the Internal Revenue 
Service, copies of all annual federal income tax return and amendments 
thereto of the Borrower; and

          (k)  from time to time such other financial data and information in 
the possession of the Borrower or the Guarantor (including without limitation 
separate financial statements for the Guarantor, auditors' management 
letters, evidence of payment of taxes, property inspection and environmental 
reports and information as to zoning and other legal and regulatory changes 
affecting the Borrower or the Guarantor) as the Agent may reasonably request.

     Section 7.5.  NOTICES.

          (a)  DEFAULTS.  The Borrower will promptly notify the Agent in 
writing of the occurrence of any Default or Event of Default.  If any Person 
shall give any notice or take any other action in respect of a claimed 
default (whether or not constituting an Event of Default) under this 
Agreement or under any note, evidence of indebtedness, indenture or other 
obligation 

                                      -41-
<PAGE>

to which or with respect to which the Borrower or any of its Subsidiaries or 
the Guarantor is a party or obligor, whether as principal or surety, and such 
default would permit the holder of such note or obligation or other evidence 
of indebtedness to accelerate the maturity thereof, which acceleration would 
have a material adverse effect on the Borrower or the Guarantor or the 
existence of which claimed default might become an Event of Default under 
Section 12.1(g), the Borrower shall forthwith give written notice thereof to 
the Agent and each of the Banks, describing the notice or action and the 
nature of the claimed default.

          (b)  ENVIRONMENTAL EVENTS.  The Borrower will promptly give notice 
to the Agent (i) upon the Borrower obtaining knowledge of any potential or 
known Release, or threat of Release, of any Hazardous Substances at or from 
any Real Estate of the Borrower or its Subsidiaries; (ii) of any violation of 
any Environmental Law that the Borrower or any of its Subsidiaries reports in 
writing or is reportable by such Person in writing (or for which any written 
report supplemental to any oral report is made) to any federal, state or 
local environmental agency and (iii) upon becoming aware thereof, of any 
inquiry, proceeding, investigation, or other action, including a notice from 
any agency of potential environmental liability, of any federal, state or 
local environmental agency or board, that in either case involves any Real 
Estate of the Borrower or its Subsidiaries or has the potential to materially 
affect the assets, liabilities, financial conditions or operations of the 
Borrower or any Subsidiary.   

          (c)  NOTICE OF LITIGATION AND JUDGMENTS.  The Borrower will give 
notice to the Agent in writing within 15 days of becoming aware of any 
litigation or proceedings threatened in writing or any pending litigation and 
proceedings affecting the Borrower, any of its Subsidiaries or the Guarantor, 
or to which such Person is or is to become a party involving an uninsured 
claim against such Person that could reasonably be expected to have a 
materially adverse effect on such Person and stating the nature and status of 
such litigation or proceedings.  The Borrower will give notice to the Agent, 
in writing, in form and detail satisfactory to the Agent and each of the 
Banks, within ten days of any judgment not covered by insurance, whether 
final or otherwise, against the Borrower, any of its Subsidiaries or the 
Guarantor in an amount in excess of $250,000.

          (d)  NOTICE OF PROPOSED SALES, ENCUMBRANCES, REFINANCE OR TRANSFER. 
The Borrower will give notice to the Agent of any proposed or completed sale, 
encumbrance (excluding encumbrances described in Section 8.2(iv)), refinance 
or transfer of any Real Estate or other Investment described in 
Section 8.3(j) of the Borrower of its Subsidiaries within any fiscal quarter 
of the Borrower, such notice to be submitted together with the Compliance 
Certificate provided or required to be provided to the Banks under 
Section 7.4 with respect to such fiscal quarter.  The Compliance Certificate 
shall with respect to any proposed or completed sale, encumbrance, refinance 
or transfer be adjusted in the best good-faith estimate of the Borrower to 
give effect to such sale, encumbrance, refinance or transfer and demonstrate 
that no Default or Event of Default with respect to the covenants referred to 
therein shall exist after giving effect to such sale, encumbrance, refinance 
or transfer.  Notwithstanding the foregoing, in the event of any sale, 
encumbrance, refinance or transfer of any Real Estate or other Investment 
described in Section 8.3(j) of

                                      -42-

<PAGE>

the Borrower or its Subsidiaries involving an amount in excess of twenty 
percent (20%) of the value of the Consolidated Total Assets of the Borrower, 
the Borrower shall promptly give notice to the Agent of such transaction, 
which notice shall be accompanied by a certification of Authorized Officer of 
the Borrower that no Default or Event of Default shall exist after giving 
affect to such event.  

          (e)  NOTIFICATION OF BANKS.  Promptly after receiving any notice 
under this Section 7.5, the Agent will forward a copy thereof to each of the 
Banks, together with copies of any certificates or other written information 
that accompanied such notice.

     Section 7.6.  EXISTENCE; MAINTENANCE OF PROPERTIES.

          (a)  The Borrower will do or cause to be done all things necessary 
to preserve and keep in full force and effect its existence as a Maryland 
corporation.  The Borrower will cause each of its Subsidiaries to do or cause 
to be done all things necessary to preserve and keep in full force and effect 
its legal existence.  The Borrower will do or cause to be done all things 
necessary to preserve and keep in full force all of its rights and franchises 
and those of its Subsidiaries.  The Borrower will, and will cause each of its 
Subsidiaries to, continue to engage primarily in the businesses now conducted 
by it and in related businesses.

          (b)  The Borrower (i) will cause all of its properties and those of 
its Subsidiaries used or useful in the conduct of its business or the 
business of its Subsidiaries to be maintained and kept in good condition, 
repair and working order (ordinary wear and tear excepted) and supplied with 
all necessary equipment, and (ii) will cause to be made all necessary 
repairs, renewals, replacements, betterments and improvements thereof in all 
cases in which the failure so to do would have a material adverse effect on 
the condition of its properties or on the financial condition, assets or 
operations of the Borrower and its Subsidiaries.  

     Section 7.7.  INSURANCE.  The Borrower will, at its expense, procure 
and maintain or cause to be procured and maintained insurance covering the 
Borrower, its Subsidiaries and their respective properties in such amounts 
and against such risks and casualties as are customary for properties of 
similar character and location, due regard being given to the type of 
improvements thereon, their construction, location, use and occupancy. 

     Section 7.8.  TAXES.  The Borrower and each Subsidiary will duly pay 
and discharge, or cause to be paid and discharged, before the same shall 
become overdue, all taxes, assessments and other governmental charges imposed 
upon it and upon the Real Estate, sales and activities, or any part thereof, 
or upon the income or profits therefrom, as well as all claims for labor, 
materials, or supplies that if unpaid might by law become a lien or charge 
upon any of its property; PROVIDED that any such tax, assessment, charge, 
levy or claim need not be paid if the validity or amount thereof shall 
currently be contested in good faith by appropriate proceedings and if the 
Borrower or such Subsidiary shall have set aside on its books adequate 
reserves with respect thereto; and PROVIDED, FURTHER, that forthwith upon the 
commencement of proceedings to foreclose any lien 

                                      -43-
<PAGE>

that may have attached as security therefor, the Borrower and each Subsidiary 
of the Borrower either (i) will provide a bond issued by a surety reasonably 
acceptable to the Agent and sufficient to stay all such proceedings or (ii) 
if no such bond is provided, will pay each such tax, assessment, charge, levy 
or claim.  The Borrower shall certify annually to the Agent that the Borrower 
is in compliance with this Section 7.8 with respect to the Unencumbered 
Operating Properties.

     Section 7.9.  INSPECTION OF PROPERTIES AND BOOKS.  The Borrower shall 
permit the Banks, through the Agent or any representative designated by the 
Agent, at the Borrower's expense to visit and inspect any of the properties 
of the Borrower or any of its Subsidiaries, to examine the books of account 
of the Borrower and its Subsidiaries (and to make copies thereof and extracts 
therefrom) and to discuss the affairs, finances and accounts of the Borrower 
and its Subsidiaries with, and to be advised as to the same by, its officers, 
all at such reasonable times and intervals as the Agent or any Bank may 
reasonably request.  The Banks shall use good faith efforts to coordinate 
such visits and inspections so as to minimize the interference with and 
disruption to the Borrower's normal business operations.

     Section 7.10.  COMPLIANCE WITH LAWS, CONTRACTS, LICENSES, AND PERMITS.  
The Borrower will comply with, and will cause each of its Subsidiaries to 
comply in all respects with (i) all applicable laws and regulations now or 
hereafter in effect wherever its business is conducted, including all 
Environmental Laws, (ii) the provisions of its corporate charter, partnership 
agreement or declaration of trust, as the case may be, and other charter 
documents and bylaws, (iii) all agreements and instruments to which it is a 
party or by which it or any of its properties may be bound, (iv) all 
applicable decrees, orders, and judgments, and (v) all licenses and permits 
required by applicable laws and regulations for the conduct of its business 
or the ownership, use or operation of its properties (with respect to 
subsections (i), (iii) and (v) above, such compliance shall be in all 
material respects, subject to the provisions of Section 12.1(f)).  If at any 
time while any Loan or Note or Letter of Credit is outstanding or the Banks 
have any obligation to make Loans hereunder or the Agent has any obligation 
to issue any  Letters of Credit hereunder, any authorization, consent, 
approval, permit or license from any officer, agency or instrumentality of 
any government shall become necessary or required in order that the Borrower 
may fulfill any of its obligations hereunder, the Borrower will immediately 
take or cause to be taken all steps necessary to obtain such authorization, 
consent, approval, permit or license and furnish the Agent and the Banks with 
evidence thereof.

     Section 7.11.  USE OF PROCEEDS.  Subject to the limitations set forth 
herein, the Borrower will use the proceeds of the Loans or issuances of 
Letters of Credit solely to provide short-term financing (a) for the 
acquisition and development of fee interests in primarily non-specialized 
industrial real estate of institutional quality, including reasonable 
transaction costs related thereto; (b) for working capital purposes; and (c) 
for such other purposes as the Majority Banks in their discretion from time 
to time may agree to in writing. Notwithstanding anything herein to the 
contrary, the amount of Loans and Letters of Credit Outstanding at any time 
which has been advanced for the purpose described in Section 7.11(b) shall 
not exceed $15,000,000.00, and may be 

                                      -44-
<PAGE>

used by Borrower only for the following purposes: (i) for the payment of 
expenditures for Capital Improvement Projects, tenant finish and leasing 
commissions; (ii) up to $2,500,000.00 per quarter for payment of 
Distributions up to a maximum amount outstanding at one time of 
$5,000,000.00, provided that the Borrower shall not draw on the Loans for 
payment of Distributions in any two (2) consecutive quarters; (iii) up to a 
maximum amount outstanding at any time of $10,000,000.00 to repurchase Voting 
Interests of the Borrower (other than Voting Interests owned by Hunt Realty 
Acquisitions, L.P., USAA Real Estate Company or subsequent private placement 
investors), which amount must be drawn before the first anniversary of the 
Closing Date; and (iv) with respect to amounts Outstanding under Letters of 
Credit only, for other working capital purposes.  Upon repayment of all or a 
portion of the Loans, the Borrower will be allowed to reborrow for working 
capital purposes subject to the limitations set forth above.

     Section 7.12.  FURTHER ASSURANCES.  The Borrower will cooperate with, 
and will cause each of its Subsidiaries to cooperate with the Agent and the 
Banks and execute such further instruments and documents as the Banks or the 
Agent shall reasonably request to carry out to their satisfaction the 
transactions contemplated by this Agreement and the other Loan Documents.

     Section 7.13.  REIT STATUS.  Subject to the terms of Section 8.7, the 
Borrower shall at all times comply with all requirements of applicable laws 
and regulations necessary to maintain REIT Status and shall operate its 
business as described in the Prospectus in all material aspects and in 
compliance with the terms and conditions of this Agreement and the other Loan 
Documents.

     Section 7.14.  RESTRICTIONS ON ACQUISITIONS.  The Borrower shall, and 
shall cause each of its Subsidiaries to, exercise due diligence in connection 
with the acquisition of Real Estate or other assets and shall not knowingly 
acquire any Real Estate or other assets which has any material title, survey, 
environmental, structural or other defects that would give rise to a 
materially adverse effect as to the value, use of or ability to sell or 
refinance such property or the business or affairs of the Borrower or its 
Subsidiaries.  

     Section 7.15.  UNENCUMBERED OPERATING PROPERTIES.  

          (a)      The Borrower and the Guarantor shall at all times own 
Unencumbered Operating Properties which satisfy all of the following 
conditions:

                   (i)   at least seventy percent (70%) of the Asset Value of 
      the Unencumbered Operating Properties constitutes industrial properties,
      which percentage shall be increased to seventy-five percent (75%) on the
      first anniversary of the Closing Date;

                  (ii)   as of the end of each fiscal quarter, at least 
      eighty-five percent (85%) of the total Gross Rentable Area of the 
      Unencumbered Operating Properties is subject to arms-length Leases which 
      are in full force and effect and pursuant to which the 

                                      -45-
<PAGE>

      tenants are paying rent, and at least seventy-seven percent (77%) of the 
      total Gross Rentable Area in the Unencumbered Operating Properties is 
      physically occupied by tenants under arms-length Leases which are in 
      full force and effect;

                 (iii)   no more than twenty percent (20%) of the Asset Value 
      of the Unencumbered Operating Properties is located in any one city or 
      metropolitan area, provided that no more than thirty percent (30%) may be 
      located in Memphis, Tennessee, or any surrounding suburbs, including 
      Olive Branch, Mississippi; and

                  (iv)   no one tenant shall comprise more than seven percent 
      (7%) [ten percent (10%) if the tenant has a Standard & Poor's Rating of 
      BBB- or better] of the Gross Cash Receipts generated by the Unencumbered 
      Operating Properties.

          (b)  The Borrower shall provide to the Agent as of the Closing Date 
and concurrently with the delivery of the financial statements described in 
Section 7.4(a) (i) a list of the Unencumbered Operating Properties, (ii) the 
certification of an Authorized Officer of the Borrower or the Guarantor, as 
applicable, of the Asset Values and that such Unencumbered Operating 
Properties are in compliance with Section 7.15(a), and (iii) operating 
statements setting forth the Net Operating Income and Operating Cash Flow for 
each of the Unencumbered Operating Properties for the previous three (3) 
fiscal quarters certified as true and correct by an Authorized Officer of the 
Borrower or the Guarantor, as applicable.  In the event that all or any 
material portion of a property within the Unencumbered Operating Properties 
shall be damaged or taken by condemnation, then such property shall no longer 
be a part of the Unencumbered Operating Properties unless and until any 
damage to such Real Estate is repaired or restored, such Real Estate becomes 
fully operational and the Agent shall receive evidence satisfactory to the 
Agent of the value, Net Operating Income and Operating Cash Flow of such Real 
Estate following such repair or restoration.  

          (c)  Nothing herein shall be construed as an obligation of the 
Borrower to grant any mortgage, pledge or security interest to the Agent or 
the Banks in any of the Unencumbered Operating Properties, nor as an 
obligation of the Borrower to reserve any particular Unencumbered Operating 
Property as potential collateral for the Agent and the Banks; provided, 
however, that this Section 7.15(c) shall not diminish the Borrower's 
obligation to comply with the terms of this Section 7.15 or Section 7.16.

          (d)  The Borrower and the Guarantor will use commercially 
reasonable efforts to ascertain the equity ownership of each of its potential 
tenants prior to executing a Lease (excluding those tenants from whom the 
Borrower or the Guarantor derive a sufficiently small amount of revenue such 
that, in the reasonable opinion of the management of the Borrower or the 
Guarantor, rent from such tenant would not adversely affect the Borrower's 
ability to qualify as a REIT), in order to identify any tenants in which 
Ameritech owns, directly or indirectly, a ten percent (10%) or greater equity 
interest, and neither the Borrower nor any Guarantor shall enter into Leases 
with any tenants so identified.

                                      -46-
<PAGE>

     Section 7.16.  LIMITING AGREEMENTS.
  
          (a)  Neither Borrower nor any of its Subsidiaries nor the Guarantor 
shall enter into any agreement, instrument or transaction which has or may 
have the effect of prohibiting or limiting the Borrower's or the Guarantor's 
ability to pledge to Agent Real Estate which is owned by the Borrower or the 
Guarantor one hundred percent (100%) in fee simple.  Borrower and Guarantor 
shall take, and Borrower shall cause its Subsidiaries to take, such actions 
as are necessary to preserve the right and ability of Borrower and Guarantor 
to pledge those Real Estate assets as security for the Loans without any such 
pledge after the date hereof causing or permitting the acceleration (after 
the giving of notice or the passage of time, or otherwise) of any other 
Indebtedness of Borrower or any of its Subsidiaries or the Guarantor.  This 
Section 7.16 shall not be construed as limiting Borrower's or Guarantor's 
rights under Section 8.2 as it relates to a particular type of lien which 
the Borrower or the Guarantor may incur.

          (b)  Borrower shall, upon demand by the Agent in the exercise of  
the Agent's reasonable discretion,  provide to the Agent such evidence as the 
Agent may reasonably require to evidence Borrower's compliance with this 
Section 7.16, which evidence shall include, without limitation, copies of any 
agreements or instruments which would in any way restrict or limit the 
Borrower's or the Guarantor's  ability to pledge assets as security for 
Indebtedness, or which provide for the occurrence of a default (after the 
giving of notice or the passage of time, or otherwise) if assets are pledged 
in the future as security for Indebtedness of the Borrower or any of its 
Subsidiaries or the Guarantor.  

     Section 7.17.  ENVIRONMENTAL AND ENGINEERING INSPECTIONS.  The Borrower 
shall, with respect to each property at any time included as part of the 
Unencumbered Operating Properties, provide to the Agent evidence reasonably 
satisfactory to the Agent prior to the inclusion of such property within the 
Unencumbered Operating Properties that (a) the Borrower has completed an 
appropriate investigation of the physical condition of such property, 
including without limitation an analysis of the structural condition and 
existence of any material deferred maintenance, and that such property is in 
good condition, order and repair and that any material deferred maintenance 
has been corrected or satisfactory remediation actions are being taken, as 
determined by the Agent in its reasonable judgment, and (b) that the Borrower 
has completed an appropriate investigation of the environmental condition of 
each proposed property, including preparation of a "Phase I" report and, if 
appropriate, a "Phase II" report, in each case prepared by a recognized 
environmental engineer in accordance with customary standards which discloses 
that such property is not in violation of the representations and covenants 
set forth in this Agreement, unless satisfactory remediation actions are 
being taken, as determined by the Agent in its reasonable judgment.

     Section 8.  CERTAIN NEGATIVE COVENANTS OF THE BORROWER.

     The Borrower covenants and agrees that, so long as any Loan or Note or 
Letter of Credit is outstanding or any of the Banks has any obligation to 
make any Loans or the Agent has any obligation to issue any Letters of Credit:

                                      -47-
<PAGE>

     Section 8.1.  RESTRICTIONS ON INDEBTEDNESS.  The Borrower will not, and 
will not permit any of its Subsidiaries to, create, incur, assume, guarantee 
or be or remain liable, contingently or otherwise, with respect to any 
Indebtedness other than:

          (a)  Indebtedness to the Banks arising under any of the Loan 
Documents;                               
          (b)  current liabilities of the Borrower or its Subsidiaries incurred
in the ordinary course of business, including letters of credit not to exceed 
$1,500,000.00 in the aggregate, but not incurred through (i) the borrowing of 
money, or (ii) the obtaining of credit except for credit on an open account 
basis customarily extended and in fact extended in connection with normal 
purchases of goods and services;

          (c)  Indebtedness in respect of taxes, assessments, governmental 
charges or levies and claims for labor, materials and supplies to the extent 
that payment therefor shall not at the time be required to be made in 
accordance with the provisions of Section 7.8;

          (d)  Indebtedness in respect of judgments or awards that have been 
in force for less than the applicable period for taking an appeal so long as 
execution is not levied thereunder or in respect of which the Borrower shall 
at the time in good faith be prosecuting an appeal or proceedings for review 
and in respect of which a stay of execution shall have been obtained pending 
such appeal or review;

          (e)  endorsements for collection, deposit or negotiation and 
warranties of products or services, in each case incurred in the ordinary 
course of business;

          (f)  subject to the provisions of Section 9, Non-recourse 
Indebtedness of the Borrower or any Subsidiary of the Borrower related to the 
acquisition of Real Estate in an aggregate outstanding principal amount not 
exceeding $20,000,000.00; 

          (g)  Indebtedness in respect of reverse repurchase agreements 
having a term of not more than 180 days with respect to Investments described 
in Section 8.3(d) or (e);   

          (h)  The Prudential Loan, provided the Prudential Loan shall remain 
Non-recourse as to the Borrower; and

          (i)  Indebtedness not to exceed $2,000,000.00 in the aggregate in 
respect of note purchase agreement(s) relating to loans made to executive 
officers of the Borrower for the purchase of shares of beneficial interest in 
the Borrower.

     Section 8.2.  RESTRICTIONS ON LIENS, ETC.  The Borrower will not, and 
will not permit any of its Subsidiaries to, (a) create or incur or suffer to 
be created or incurred or to exist any lien, encumbrance, mortgage, pledge, 
charge, restriction or other security interest of any kind upon any of its 
property or assets of any character whether now owned or hereafter acquired, 
or upon the income or profits therefrom; (b) transfer any of its property or 
assets or the income or profits therefrom for the purpose of subjecting the 
same to the payment of Indebtedness or performance of any other obligation in 
priority to payment of its general creditors; (c) acquire, or agree or have 
an option to acquire, any property or assets upon conditional sale or other 
title retention or purchase money security agreement, device or arrangement; 
(d) suffer to exist for a period of more than 30 days after the same shall 
have been incurred any Indebtedness or claim or demand 

                                      -48-
<PAGE>

against it that if unpaid might by law or upon bankruptcy or insolvency, or 
otherwise, be given any priority whatsoever over its general creditors; or 
(e) sell, assign, pledge or otherwise transfer any accounts, contract rights, 
general intangibles, chattel paper or instruments, with or without recourse 
(collectively "Liens"); PROVIDED that, the Borrower and any Subsidiary of the 
Borrower may create or incur or suffer to be created or incurred or to exist:

                                (i)    liens in favor of the Borrower on all or 
               part of the assets of Subsidiaries of the Borrower securing 
               Indebtedness owing by Subsidiaries of the Borrower to the 
               Borrower;

                               (ii)    liens on properties to secure taxes, 
               assessments and other governmental charges or claims for labor, 
               material or supplies in respect of obligations not overdue; 

                              (iii)    liens on properties in respect of 
               judgments, awards or indebtedness, the Indebtedness with respect 
               to which is permitted by Section 8.1(d) or Section 8.1(f);

                               (iv)    encumbrances on properties consisting 
               of leases entered into in the ordinary conduct of the business 
               of the Borrower and its Subsidiaries, easements, rights of way, 
               zoning restrictions, restrictions on the use of real property 
               and defects and irregularities in the title thereto, landlord's 
               or lessor's liens under leases to which the Borrower or a 
               Subsidiary of the Borrower is a party, and other minor liens or 
               encumbrances none of which interferes materially with the use of 
               the property effected in the ordinary conduct of the business of 
               the Borrower and its Subsidiaries, which defects do not 
               individually or in the aggregate have a materially adverse 
               effect on the business of the Borrower individually or of the 
               Borrower and its Subsidiaries on a consolidated basis;

                                (v)    liens on Real Estate and Short-term 
               Investments securing Non-recourse Indebtedness permitted by 
               Section 8.1(f);

                               (vi)    liens in favor of the Agent and the 
               Banks; and

                              (vii)    liens securing the Prudential Loan.

     Section 8.3.  RESTRICTIONS ON INVESTMENTS.  The Borrower will not, and 
will not permit any of its Subsidiaries to, make or permit to exist or to 
remain outstanding any Investment except Investments in:

          (a)  marketable direct or guaranteed obligations of the United 
States of America that mature within five (5) years from the date of purchase 
by the Borrower or its Subsidiary;

          (b)  marketable direct obligations of any of the following: Federal 
Home Loan Mortgage Corporation, Student Loan Marketing Association, Federal 
Home Loan Banks, Federal National Mortgage Association, Government National 
Mortgage Association, Bank for 

                                      -49-
<PAGE>

Cooperatives, Federal Intermediate Credit Banks, Federal Financing Banks, 
Export-Import Bank of the United States, Federal Land Banks, or any other 
agency or instrumentality of the United States of America;

          (c)  demand deposits, certificates of deposit, bankers acceptances 
and time deposits of United States banks having total assets in excess of 
$100,000,000; PROVIDED, HOWEVER, that the aggregate amount at any time so 
invested with any single bank having total assets of less than $1,000,000,000 
will not exceed $200,000;

          (d)  securities commonly known as "commercial paper" issued by a 
corporation organized and existing under the laws of the United States of 
America or any State which at the time of purchase are rated by Moody's 
Investors Service, Inc. or by Standard & Poor's Corporation at not less than 
"P 1" if then rated by Moody's Investors Service, Inc., and not less than 
"A 1", if then rated by Standard & Poor's Corporation;

          (e)  mortgage-backed securities guaranteed by the Government 
National Mortgage Association, the Federal National Mortgage Association or 
the Federal Home Loan Mortgage Corporation and other mortgage-backed bonds 
which at the time of purchase are rated by Moody's Investors Service, Inc. or 
by Standard & Poor's Corporation at not less than "Aa" if then rated by 
Moody's Investors Service, Inc. and not less than "AA" if then rated by 
Standard & Poor's Corporation;

          (f)  repurchase agreements having a term not greater than 90 days 
and fully secured by securities described in the foregoing subsection (a), 
(b) or (e) with banks described in the foregoing subsection (c) or with 
financial institutions or other corporations having total assets in excess of 
$500,000,000;

          (g)  shares of so-called "money market funds" registered with the 
SEC under the Investment Company Act of 1940 which maintain a level per-share 
value, invest principally in investments described in the foregoing 
subsections (a) through (f) and have total assets in excess of $50,000,000;

          (h)  subject to the provisions of Section 9.6, Investments in fee 
interests in Real Estate constituting institutional grade, non-specialized 
industrial property, including earnest money deposits relating thereto and 
transaction costs; 

          (i)  Investments in Subsidiaries in which the Borrower holds 100% 
of the Voting Interests; 

          (j)  subject to the provisions of Section 9.6, interests in 
partnerships, joint ventures, corporations or other entities which own 
institutional grade real property used principally for industrial purposes; 

                                      -50-
<PAGE>

           (k)  Investments in shares of beneficial interest in the Borrower, 
provided that the Borrower shall give notice to the Agent concurrently with 
the financial statements provided in '7.4(b) of any such Investments that 
have occurred during the preceding fiscal quarter of the Borrower;           
(l)  Investments in purchase money notes payable to the order of the Borrower 
or any of its Subsidiaries which are received in connection with the sale by 
the Borrower or any of its Subsidiaries of Real Estate, provided that 
Borrower shall not, for any fiscal quarter, permit the aggregate outstanding 
principal balance of such purchase money notes to exceed ten percent (10%) of 
the value of the Consolidated Total Assets of the Borrower, adjusted pursuant 
to -Section-9.7; and

          (m)  Investments in notes payable to the Borrower made by executive 
officers of the Borrower for the purchase of shares of beneficial interest in 
the Borrower in an aggregate outstanding principal amount not exceeding 
$2,000,000.00.

     -Section-8.4.  MERGER, CONSOLIDATION.  The Borrower will not, and will 
not permit any of its Subsidiaries to, become a party to any merger or 
consolidation without the prior written consent of the Majority Banks except 
(i) the merger or consolidation of one or more of the Subsidiaries of the 
Borrower with and into the Borrower, (ii) the merger or consolidation of two 
or more Subsidiaries of the Borrower, and (iii) the merger or consolidation 
of one or more unaffiliated corporations or other entities with and into the 
Borrower where (a) the Borrower is the surviving entity, (b) immediately 
after the merger or consolidation, the original shareholders of the Borrower 
at the time of such consolidation or merger own at least fifty-one percent 
(51%) of the Voting Interests in the Borrower, (c) the purpose of the 
consolidation or merger is the acquisition of Real Estate as permitted under 
this Agreement, and (d) immediately prior to such merger the Borrower shall 
have provided to the Banks a written statement that no Default or Event of 
Default exists and a Compliance Certificate demonstrating that the Borrower 
will be in compliance with the covenants referred to therein after giving 
effect to said merger.  

     -Section-8.5.  SALE AND LEASEBACK.  The Borrower will not, and will not 
permit any of its Subsidiaries to, enter into any arrangement, directly or 
indirectly, whereby the Borrower or any Subsidiary of the Borrower shall sell 
or transfer any Real Estate owned by it in order that then or thereafter the 
Borrower or any Subsidiary shall lease back such Real Estate.

     -Section-8.6.  COMPLIANCE WITH ENVIRONMENTAL LAWS.  The Borrower will 
not, and will not permit any of its Subsidiaries, to do any of the following: 
 (a) use any of the Real Estate or any portion thereof as a facility for the 
handling, processing, storage or disposal of Hazardous Substances, except for 
small quantities of Hazardous Substances used in the ordinary course of 
business and in compliance with all applicable Environmental Laws, (b) cause 
or permit to be located on any of the Real Estate any underground tank or 
other underground storage receptacle for Hazardous Substances except in full 
compliance with Environmental Laws, (c) generate any Hazardous Substances on 
any of the Real Estate except in full compliance with Environmental Laws, (d) 
conduct any activity at any Real Estate or use any Real Estate in any manner 
so as to cause a 

                                         -51-

<PAGE>

Release of Hazardous Substances on, upon or into the Real Estate or any 
surrounding properties or any threatened Release of Hazardous Substances 
which might give rise to liability under CERCLA or any other Environmental 
Law, or (e) directly or indirectly transport or arrange for the transport of 
any Hazardous Substances (except in compliance with all Environmental Laws).  

    The Borrower shall:

          (i) in the event of any change in Environmental Laws governing the 
assessment, release or removal of Hazardous Substances, which change would 
lead a prudent owner of real property to require additional testing to avail 
itself of any statutory insurance or limited liability, take all action 
(including, without limitation, the conducting of engineering tests at the 
sole expense of the Borrower) to determine whether Hazardous Substances were 
ever Released or disposed of on the Real Estate; and

          (ii)     if any Release or disposal of Hazardous Substances shall 
occur or shall have occurred on the Real Estate (including without limitation 
any such Release or disposal occurring prior to the acquisition of such Real 
Estate by the Borrower), cause the prompt containment and removal of such 
Hazardous Substances and remediation of the Real Estate in full compliance 
with all applicable laws and regulations and to the satisfaction of the 
Majority Banks; PROVIDED, that the Borrower shall be deemed to be in 
compliance with Environmental Laws for the purpose of this clause (ii) so 
long as it or a responsible third party with sufficient financial resources 
is taking reasonable action to remediate or manage any event of noncompliance 
to the satisfaction of the Majority Banks and no action shall have been 
commenced by any enforcement agency.  The Majority Banks may engage their own 
Environmental Engineer to review the environmental assessments and the 
Borrower's compliance with the covenants contained herein, the cost of which 
shall be borne by the Borrower.

     At any time after an Event of Default shall have occurred hereunder, or, 
whether or not an Event of Default shall have occurred, at any time that the 
Agent or the Majority Banks shall have reasonable grounds to believe that a 
Release or threatened Release of Hazardous Substances may have occurred, 
relating to any Real Estate, or that any of the Real Estate is not in 
compliance with the Environmental Laws, and, unless such Real Estate is an 
Unencumbered Operating Property, that such Release, threatened Release or 
noncompliance may be reasonably expected to have a material adverse effect on 
the Borrower as determined by the Agent in the exercise of its sole 
discretion, the Agent may at its election (and will at the request of the 
Majority Banks excluding the Agent) obtain such environmental assessments of 
such Real Estate prepared by an Environmental Engineer as may be necessary or 
advisable for the purpose of evaluating or confirming (i) whether any 
Hazardous Substances are present in the soil or water at or adjacent to such 
Real Estate and (ii) whether the use and operation of such Real Estate comply 
with all Environmental Laws.  Environmental assessments may include detailed 
visual inspections of such Real Estate including, without limitation, any and 
all storage areas, storage tanks, drains, dry wells and leaching areas, and 
the taking of soil samples, as well as such other investigations or analyses 
as are necessary or appropriate for a complete determination of the 
compliance of such Real Estate and the use and operation thereof with all 
applicable Environmental Laws. All 

                                     -52-

<PAGE>

such environmental assessments shall be at the sole cost and expense of the 
Borrower.

     -Section-8.7.  DISTRIBUTIONS.  The Borrower will not make any 
Distributions which would cause it to violate any of the following covenants: 
          (a)  Pay any Distribution to the shareholders of the Borrower if 
such Distribution is in excess of the greater of (i) the minimum 
Distributions required under the Code to maintain the REIT status of the 
Borrower, and (ii) the amount which, when added to the amount of all other 
Distributions paid in the same fiscal quarter, would exceed (a) eighty-five 
percent (85%) of its Funds from Operations for such fiscal quarter (except 
that, for the first fiscal quarter after the Closing Date only, such 
percentage shall be increased to ninety-five percent (95%)), and (b) one 
hundred ten percent (110%) of its Cash Available for Distribution for the 
preceding four quarters (except that, commencing with any fiscal quarter 
after December 31, 1996, such percentage shall be decreased to one hundred 
percent (100%));

          (b)  In the event that an Event of Default shall have occurred and 
be continuing, the Majority Banks may require that the Borrower make no 
Distributions other than the minimum Distributions required under the Code to 
maintain the REIT Status of the Borrower, as evidenced by a certification of 
an Authorized Officer of the Borrower containing calculations in reasonable 
detail satisfactory in form and substance to the Agent; and

          (c)  Notwithstanding the foregoing, at any time when an Event of 
Default shall have occurred and the maturity of the Obligations has been 
accelerated, the Majority Banks may prohibit Borrower from making any 
Distributions whatsoever, directly or indirectly.

    -Section-8.8.  ASSET SALES.  Neither the Borrower nor any Subsidiary 
shall sell, transfer or otherwise dispose of any Real Estate or other 
Investment described in -Section-8.3(j) or (k) or any of the Unencumbered 
Operating Properties in excess of twenty percent (20%) of the value of the 
Consolidated Total Assets of the Borrower, adjusted pursuant to -Section-9.7 
(except as the result of a condemnation or casualty and except for the 
granting of Permitted Liens, as applicable) unless there shall have been 
delivered to the Banks a statement that no Default or Event of Default exists 
and a certification that the Borrower will be in compliance with its 
covenants referred to therein after giving effect to such sale, transfer or 
other disposition.

    -Section-8.9.  DEVELOPMENT ACTIVITY.  Neither the Borrower nor any 
Subsidiary shall engage, directly or indirectly, in the development of 
commercial real estate except for the development of one hundred percent 
(100%) preleased, build-to-suit bulk distribution facilities, the aggregate 
cost of which facilities (on a fully developed basis) under development at 
any one time shall not exceed ten percent (10%) of the value of the 
Consolidated Total Assets of the Borrower, adjusted pursuant to -Section-9.7. 
 For purposes of this -Section-8.9, the term "development" shall include new 
construction or the substantial renovation or rehabilitation of improvements 
to real property.  A project shall be considered to be under development 
until final certificates of occupancy or the equivalent have been issued for 
the entire project and the project is 100% leased to tenants actually paying 
rent.  Without limiting the generality of the foregoing, the Borrower

                                       -53-

<PAGE>

acknowledges that for the purposes of this Agreement, (i) any interest by the 
Borrower or any Subsidiary in a property which is proposed to be developed, 
or any interest therein pursuant to which the Borrower or any Subsidiary has 
the right to approve site plans or other plans and specifications or pursuant 
to which such party's obligations are conditioned upon the achievement of 
certain initial lease-up levels, or (ii) any agreement by the Borrower or any 
Subsidiary which obligates such party to contribute or otherwise advance 
funds in connection with or upon completion of the development of a property, 
or (iii) any acquisition of a property which is proposed to be developed or 
which is under development and initial lease-up at the time such agreement is 
entered into, shall be considered a "development" for the purposes of this 
-Section-8.9; provided, however, that nothing in this -Section-8.9 shall 
prohibit the Borrower or any Subsidiary from entering into an agreement to 
acquire Real Estate at a time when such Real Estate has been developed and 
initially leased by another Person.

     -Section-8.10.  SOURCES OF CAPITAL.  The Borrower shall, at all times 
that the Borrower or any of its Subsidiaries is engaging in any development 
as provided in -Section-8.9 or has entered into any agreement to acquire 
properties under purchase agreements, maintain available sources of capital 
equal to the total cost to acquire and complete such developments and to 
purchase such properties, which sources of capital shall be acceptable to the 
Agent in its reasonable discretion.  Amounts available to be disbursed for 
such purposes pursuant to this Agreement may be considered as a source of 
capital for the purposes of this -Section-8.10.  The Non-recourse 
Indebtedness described in -Section-8.1(f) shall be considered a source of 
such capital.

     -Section-8.11.  RESTRICTION ON PREPAYMENT OF INDEBTEDNESS.  The Borrower 
shall not prepay the principal amount, in whole or in part, of any 
Indebtedness other than the Obligations after the occurrence of any Event of 
Default; provided, however, that this -Section-8.11 shall not prohibit the 
prepayment of Indebtedness which is financed solely from the proceeds of a 
new loan which would otherwise be permitted by the terms of -Section-8.1.

     -Section-9.  FINANCIAL COVENANTS OF THE BORROWER.

     The Borrower covenants and agrees that, so long as any Loan or Note or 
Letter of Credit is outstanding or any of the Banks has any obligation to 
make any Loans or the Agent has any obligation to issue any Letters of Credit 
it will comply with the following:

     -Section-9.1.  LIABILITIES TO TANGIBLE NET WORTH RATIO.  The Borrower 
will not, at the end of any fiscal quarter, permit the ratio of Consolidated 
Total Liabilities to Consolidated Tangible Net Worth of the Borrower to 
exceed 0.75 to 1.  

     -Section-9.2.  DEBT COVERAGE.  The Borrower will not, at the end of any 
fiscal quarter, permit the Funds from Operations plus expensed interest for 
such fiscal quarter and the preceding three fiscal quarters (the ATest 
Period@) to be less than 2.5 times the Debt Service for the Test Period.  For 
purposes of testing compliance with this covenant only, if Debt Service 
includes capitalized interest incurred as the result of Borrower or its 
Subsidiary engaging in a development activity

                                          -54-

<PAGE>

permitted by -Section-8.9, Funds from Operations for each fiscal quarter in 
which interest is so capitalized as a result of such development shall 
include the Pro Forma Development Net Operating Income for such development.  
For any fiscal quarter, the Pro Forma Development Net Operating Income shall 
be the amount obtained by multiplying (x) the quarterly Net Operating Income 
which the Borrower and the Agent mutually agree will be derived immediately 
following the completion of such development project and the delivery of 
leased premises to tenants with signed leases on the basis of such signed 
leases in effect as of the date of such calculation (any cancellation or 
termination options contained in such leases must be acceptable to the Agent 
in the exercise of its reasonable discretion), by (y) the quotient obtained 
by dividing (i) the amount of Loans advanced under this Agreement in 
connection with the construction of such development project during the 
fiscal quarter in question, by (ii) the total project costs incurred for such 
development project as of the end of the fiscal quarter in question. The 
Borrower shall provide the Agent with copies of such leases, information 
regarding project costs and such other information, data and reports as the 
Agent shall require in order to test compliance with this covenant.           

     -Section-9.3.  FIXED CHARGE COVERAGE.  The Borrower will not, at the end 
of any fiscal quarter, permit the Cash Available for Distribution plus 
expensed interest for any Test Period to be less than 1.75 times the Debt 
Service for such Test Period.  

     -Section-9.4.  BORROWING BASE. The Borrower will not, at the end of any 
fiscal quarter, permit the Outstanding principal balance of the Loans and 
Outstanding Letters of Credit (including Letters of Credit accepted but 
unpaid) as of the date of determination to be greater than the Borrowing Base 
as determined as of the same date.

     -Section-9.5.  TANGIBLE NET WORTH.  The Borrower will not, at the end of 
any fiscal quarter, permit its Consolidated Tangible Net Worth to be less 
than $155,000,000.00 plus the amount of any net proceeds received from any 
Equity Offering subsequent to March 1, 1996.

     -Section-9.6.  REAL ESTATE ASSETS.  

          (a)  The Borrower shall not, for any fiscal quarter, permit the 
Asset Value of its direct or indirect interests in joint ventures or 
partnerships to exceed ten percent (10%) of the value of the Consolidated 
Total Assets of the Borrower, adjusted pursuant to -Section-9.7; provided 
that the Borrower shall be required to own a majority interest in any such 
entities with full right, power and authority to control the underlying 
assets thereof, including the right to encumber and convey such assets (the 
forgoing limitation contained in this -Section-9.6shall not apply if the 
Borrower and its Subsidiaries, on a Consolidated basis,own one hundred 
percent (100%) of the total interests in such entities and nothird party 
investors are involved).  

          (b)  The Borrower shall not, for any fiscal quarter, permit its 
direct or indirect interests in non-income producing land assets to exceed 
three percent (3%) of the value of the Consolidated Total Assets of the 
Borrower, adjusted pursuant to -Section-9.7. 

                                        -55-

<PAGE>

     -Section-9.7.  VALUE ADJUSTMENT.  The Borrower and the Banks have agreed 
to a one-time market value adjustment to the Asset Value of each parcel of 
Real Estate as contained in SCHEDULE 3 attached hereto and by this reference 
incorporated herein, and the financial covenants set forth in -Section-9.1, 
-Section-9.4, -Section-9.5 and -Section-9.6 shall for the term of this 
Agreement be tested against the market value of each such parcel of Real 
Estate, based on such one-time market value adjustment.  As so adjusted, the 
Asset Value of the Initial Unencumbered Operating Properties is 
$110,689,687.00, and the Asset Value of the Real Estate is $269,416,009.00. 
Within thirty (30) days of the Closing Date, the Borrower shall provide the 
Agent with a schedule listing the book value of each parcel of Real Estate.

     -Section-9.8.  ANNUALIZATION OF RESULTS.  In the event that the 
covenants and other provisions contained in this Agreement shall require the 
submission of data for four consecutive fiscal quarters and the Borrower 
shall not have such data available at the time in question, the Agent shall 
annualize the available data in such manner as the Agent shall determine in 
its sole discretion so as to allow calculations and other tests to be 
performed with respect to four consecutive fiscal quarters.

     -Section-10.  CLOSING CONDITIONS.

     The obligations of the Agent and the Banks to make the initial Loans 
and/or the Agent to issue the initial Letters of Credit shall be subject to 
the satisfaction of the following conditions precedent on or prior to March 
15, 1996:

     -Section-10.1.  LOAN DOCUMENTS.  Each of the Loan Documents (including 
any amendments to the Loan Documents securing the Original Credit Agreement 
as required by the Agent) shall have been duly executed and delivered by the 
respective parties thereto, shall be in full force and effect and shall be in 
form and substance satisfactory to the Majority Banks.  The Agent shall have 
received a fully executed copy of each such document, except that each Bank 
shall have received a fully executed counterpart of its Note.  The Agent is 
authorized by the Banks to execute on behalf of the Banks and the Agent, as 
applicable, any amendments to the Loan Documents securing the Original Credit 
Agreement.

     -Section-10.2.  CERTIFIED COPIES OF ORGANIZATIONAL DOCUMENTS.  The Agent 
shall have received from the Borrower and the Guarantor, a copy, certified as 
of a recent date by the appropriate officer of each State in which the 
Borrower and the Guarantor is organized and an Authorized Officer of the 
Borrower and the Guarantor, as applicable, to be true and complete, of the 
articles or certificate of incorporation of the Borrower and the agreement 
and certificate of limited partnership of the Guarantor or its qualification 
to do business, as applicable, as in effect on such date of certification (or 
a certification satisfactory to the Agent that there have been no changes to 
the foregoing since the date they were provided to the Agent in connection 
with the execution of the Original Credit Agreement).

                                       -56-

<PAGE>

     -Section-10.3.  BYLAWS; RESOLUTIONS AND CONSENTS.  All action on the 
part of the Borrower and the Guarantor necessary for the valid execution, 
delivery and performance by the Borrower and the Guarantor of this Agreement 
and the other Loan Documents to which it is or is to become a party shall 
have been duly and effectively taken, and evidence thereof satisfactory to 
the Agent shall have been provided to the Agent.  The Agent shall have 
received from the Borrower true copies of its bylaws and the resolutions 
adopted by its board of directors authorizing the transactions described 
herein, and from the Guarantor all necessary partner consents authorizing the 
transactions described herein, each certified by an Authorized Officer of the 
Borrower and the Guarantor, as applicable,  as of a recent date to be true 
and complete (or a certification satisfactory to the Agent that there have 
been no changes to the foregoing since the date they were provided to the 
Agent in connection with the execution of the Original Credit Agreement).

     -Section-10.4.  INCUMBENCY CERTIFICATE; AUTHORIZED SIGNERS.  The Agent 
shall have received from the Borrower and the Guarantor an incumbency 
certificate, dated as of the Closing Date, signed by an Authorized Officer of 
the Borrower and the Guarantor, as applicable, and giving the name and 
bearing a specimen signature of each individual who shall be authorized: (a) 
to sign, in the name and on behalf of the Borrower and the Guarantor, each of 
the Loan Documents to which the Borrower and the Guarantor is or is to become 
a party; (b) to make Loan and Conversion Requests; and (c) to give notices 
and to take other action on behalf of the Borrower and the Guarantor under 
the Loan Documents.

     -Section-10.5.  OPINION OF COUNSEL.  The Agent shall have received a 
favorable opinion addressed to the Banks and the Agent and dated as of the 
Closing Date, in form and substance satisfactory to the Agent, from each of 
Goodwin, Procter & Hoar, Landels Ripley & Diamond and Ballard, Spahr Andrews 
& Ingersoll, counsel of the Borrower and the Guarantor, as to such matters as 
the Agent shall reasonably request.  

     -Section-10.6.  PAYMENT OF FEES.  The Borrower shall have paid to the 
Agent the fees required to be paid as of the Closing Date pursuant to 
-Section-4.2.

     -Section-10.7.  PERFORMANCE; NO DEFAULT.  The Borrower shall have 
performed and complied with all terms and conditions herein required to be 
performed or complied with by it on or prior to the Closing Date, and on the 
Closing Date there shall exist no Default or Event of Default.

     -Section-10.8.  REPRESENTATIONS AND WARRANTIES.  The representations and 
warranties made by the Borrower and the Guarantor in the Loan Documents or 
otherwise made by or on behalf of the Borrower, the Guarantor or any 
Subsidiaries of the Borrower in connection therewith or after the date 
thereof shall have been true and correct in all material respects when made 
and shall also be true and correct in all material respects on the Closing 
Date.

     -Section-10.9.  PROCEEDINGS AND DOCUMENTS.  All proceedings in 
connection with the transactions contemplated by this Agreement and the other 
Loan Documents shall be reasonably satisfactory to the Agent and the Agent's 
Special Counsel in form and substance, and the Agent shall have

                                          -57-

<PAGE>

received all information and such counterpart originals or certified copies 
of such documents and such other certificates, opinions or documents as the 
Agent and the Agent's Special Counsel may reasonably require.

     -Section-10.10.  COMPLIANCE CERTIFICATE.  A Compliance Certificate dated 
as of the date of the Closing Date demonstrating compliance with each of the 
covenants calculated therein as of the most recent fiscal quarter end for 
which the Borrower and the Guarantor have provided financial statements under 
-Section-6.4, adjusted in the best good faith estimate of the Borrower and 
the Guarantor and dated as of the date of the Closing Date shall have been 
delivered to the Agent. 

     -Section-10.11.  OTHER.  The Agent shall have reviewed such other 
documents, instruments, certificates, opinions, assurances, consents and 
approvals as the Agent or the Agent's Special Counsel may reasonably have 
requested.

     -Section-10.12. INTENTIONALLY OMITTED. 

     -Section-10.13.  INTENTIONALLY OMITTED.  

     -Section-10.14.  EQUITY OFFERING.  If the amount of the requested Loans 
and/or Letters of Credit (plus the amount of any Outstanding Loans under the 
Original Credit Agreement) exceeds the Funding Cap as of the date of this 
Agreement, the Agent shall have received evidence reasonably satisfactory to 
the Majority Banks that the Borrower shall have received gross proceeds from 
an Equity Offering in at least the amount of the excess of the amount of such 
Loans and/or Letters of Credit over the Funding Cap as of the date of this 
Agreement.

     -Section-10.15.  TANGIBLE NET WORTH.  The Borrower shall have a 
Consolidated Tangible Net Worth, adjusted for market values pursuant to 
-Section-9.7, of not less than $185,000,000.00.

     -Section-10.16.  DUE DILIGENCE. The Banks shall have completed and found 
satisfactory their due diligence regarding the Unencumbered Operating 
Projects.

     -Section-10.17.  MANAGEMENT OF THE BORROWER.  There shall be no material 
change in the management of the Borrower.          

     -Section-11. CONDITIONS TO ALL BORROWINGS.

     The obligations of the Banks to make any Loan or of the Agent to issue 
any Letter of Credit, whether on or after the Closing Date, shall also be 
subject to the satisfaction of the following conditions precedent:

     -Section-11.1.  PRIOR CONDITIONS SATISFIED.  All conditions set forth in 
'10 shall continue to be satisfied as of the date upon which any Loan is to 
be made.  

                                         -58-

<PAGE>

     -Section-11.2.  REPRESENTATIONS TRUE; NO DEFAULT.  Each of the 
representations and warranties of the Borrower and the Guarantor contained in 
this Agreement, the other Loan Documents or in any document or instrument 
delivered pursuant to or in connection with this Agreement shall be true in 
all material respects as of the date as of which they were made and shall 
also be true in all material respects at and as of the time of the making of 
such Loan, with the same effect as if made at and as of that time (except to 
the extent of changes resulting from transactions contemplated or permitted 
by this Agreement and the other Loan Documents and changes occurring in the 
ordinary course of business that singly or in the aggregate are not 
materially adverse, and except to the extent that such representations and 
warranties relate expressly to an earlier date) and no Default or Event of 
Default shall have occurred and be continuing.  Each of the Banks shall have 
received a certificate of the Borrower signed by an Authorized Officer of the 
Borrower to such effect.

     -Section-11.3.  NO LEGAL IMPEDIMENT.  No change shall have occurred in 
any law or regulations thereunder or interpretations thereof that in the 
reasonable opinion of any Bank would make it illegal for such Bank to make 
such Loan.

     -Section-11.4.  GOVERNMENTAL REGULATION.  Each Bank shall have received 
such statements in substance and form reasonably satisfactory to such Bank as 
such Bank shall require for the purpose of compliance with any applicable 
regulations of the Comptroller of the Currency or the Board of Governors of 
the Federal Reserve System.

     -Section-11.5.  PROCEEDINGS AND DOCUMENTS.  All proceedings in 
connection with the Loan shall be satisfactory in substance and in form to 
the Majority Banks, and the Majority Banks shall have received all 
information and such counterpart originals or certified or other copies of 
such documents as the Majority Banks may reasonably request.

     -Section-11.6.  BORROWING DOCUMENTS.  In the case of any request for a 
Loan, the Agent shall have received a copy of the request for a Loan required 
by -Section-2.6 in the form of EXHIBIT B hereto, fully completed.

     -Section-12.  EVENTS OF DEFAULT; ACCELERATION; ETC.

     -Section-12.1.  EVENTS OF DEFAULT AND ACCELERATION.  If any of the 
following events ("Events of Default" or, if the giving of notice or the 
lapse of time or both is required, then, prior to such notice or lapse of 
time, "Defaults") shall occur:

          (a)  the Borrower shall fail to pay any principal of the Loans when 
the same shall become due and payable, whether at the stated date of maturity 
or any accelerated date of maturity or at any other date fixed for payment;

          (b)  the Borrower shall fail to pay any interest on the Loans or 
any other sums due hereunder or under any of the other Loan Documents, when 
the same shall become due and 

                                          -59-

<PAGE>

payable, whether at the stated date of maturity or any accelerated date of 
maturity or at any other date fixed for payment;

          (c)  the Borrower shall fail to comply with any covenant contained 
in -Section-7.15 or -Section-7.16;

          (d)  the Borrower shall fail to comply with any covenant contained 
in Article 9, and such failure shall continue for 45 days after written 
notice thereof shall have been given to the Borrower by the Agent;

          (e)  the Borrower or any of its Subsidiaries or the Guarantor shall 
fail to perform any other term, covenant or agreement contained herein or in 
any of the other Loan Documents (other than those specified above in this 
-Section-12);

          (f)  any representation or warranty of the Borrower or any of its 
Subsidiaries or the Guarantor in this Agreement or any other Loan Document, 
or in any report, certificate, financial statement, request for a Loan, or in 
any other document or instrument delivered pursuant to or in connection with 
this Agreement, any advance of a Loan or any of the other Loan Documents 
shall prove to have been false in any material respect upon the date when 
made or deemed to have been made or repeated;

          (g)  the Borrower or any of its Subsidiaries or the Guarantor shall 
fail to pay at maturity, or within any applicable period of grace, any 
obligation for borrowed money or credit received or other Indebtedness, 
including, without limitation, the Prudential Loan, or fail to observe or 
perform any material term, covenant or agreement contained in any agreement 
by which it is bound, evidencing or securing any such borrowed money or 
credit received or other Indebtedness for such period of time as would permit 
(assuming the giving of appropriate notice if required) the holder or holders 
thereof or of any obligations issued thereunder to accelerate the maturity 
thereof; 

          (h)  the Borrower or any of its Subsidiaries or the Guarantor, (A) 
shall make an assignment for the benefit of creditors, or admit in writing 
its general inability to pay or generally fail to pay its debts as they 
mature or become due, or shall petition or apply for the appointment of a 
trustee or other custodian, liquidator or receiver of the Borrower or any of 
its Subsidiaries or the Guarantor or of any substantial part of the assets of 
any thereof, (B) shall commence any case or other proceeding relating to the 
Borrower or any of its Subsidiaries or the Guarantor under any bankruptcy, 
reorganization, arrangement, insolvency, readjustment of debt, dissolution or 
liquidation or similar law of any jurisdiction, now or hereafter in effect, 
or (C) shall take any action to authorize or in furtherance of any of the 
foregoing;

          (i)  a petition or application shall be filed for the appointment 
of a trustee or other custodian, liquidator or receiver of the Borrower or 
any of its Subsidiaries or the Guarantor or any substantial part of the 
assets of any thereof, or a case or other proceeding shall be

                                             -60-

<PAGE>

commenced against the Borrower or any of its Subsidiaries or the Guarantor 
underany bankruptcy, reorganization, arrangement, insolvency, readjustment of 
debt,dissolution or liquidation or similar law of any jurisdiction, now or 
hereafter in effect, and the Borrower or any of its Subsidiaries or the 
Guarantor shall indicate its approval thereof, consent thereto or 
acquiescence therein or such petition, application, case or proceeding shall 
not have been dismissed within 60 days following the filing or commencement 
thereof;

          (j)  a decree or order is entered appointing any such trustee, 
custodian, liquidator or receiver or adjudicating the Borrower or any of its 
Subsidiaries or the Guarantor bankrupt or insolvent, or approving a petition 
in any such case or other proceeding, or a decree or order for relief is 
entered in respect of the Borrower or any of its Subsidiaries or the 
Guarantor, in each case of the foregoing in an involuntary case under federal 
bankruptcy laws as now or hereafter constituted;

          (k)  there shall remain in force, undischarged, unsatisfied and 
unstayed, for more than 60 days, whether or not consecutive, any uninsured 
final judgment against the Borrower or any of its Subsidiaries or the 
Guarantor that, with other outstanding uninsured final judgments, 
undischarged, against the Borrower or any of its Subsidiaries or the 
Guarantor exceeds in the aggregate $5,000,000.00;

          (l)  if any of the Loan Documents shall be canceled, terminated, 
revoked or rescinded otherwise than in accordance with the terms thereof or 
with the express prior written agreement, consent or approval of the Banks, 
or any action at law, suit in equity or other legal proceeding to cancel, 
revoke or rescind any of the Loan Documents shall be commenced by or on 
behalf of the Borrower or the Guarantor or any of its holders of Voting 
Interests, or any court or any other governmental or regulatory authority or 
agency of competent jurisdiction shall make a determination that, or issue a 
judgment, order, decree or ruling to the effect that, any one or more of the 
Loan Documents is illegal, invalid or unenforceable in accordance with the 
terms thereof in any material respect as determined by the Majority Banks;

          (m)  any dissolution, termination, partial or complete liquidation, 
merger or consolidation of the Borrower or the Guarantor, or any sale, 
transfer or other disposition of the assets of the Borrower or the Guarantor, 
other than as permitted under the terms of this Agreement or the other Loan 
Documents; 

          (n)  any suit or proceeding shall be filed against the Borrower or 
the Guarantor or any of their respective assets which in the good faith 
business judgment of the Majority Banks after giving consideration to the 
likelihood of success of such suit or proceeding and the availability of 
insurance to cover any judgment with respect thereto and based on the 
information available to them, if adversely determined, would have a 
materially adverse affect on the ability of the Borrower or the Guarantor to 
perform each and every one of its obligations under and by virtue of the Loan 
Documents; 

                                     -61-

<PAGE>

          (o)  the Borrower or the Guarantor, shall be indicted for a federal 
crime, a punishment for which could include the forfeiture of any assets of 
the Borrower or the Guarantor; 

          (p)  Allen J. Anderson shall cease to be the Chairman of the Board 
and Milton Reeder shall cease to be the President of the Borrower, and a 
competent and experienced successor for such Person shall not be approved by 
the Majority Banks within three (3) months of such event; 

          (q)  the Borrower shall no longer own directly or indirectly one 
hundred percent (100%) of the Voting Interests of the Guarantor; 

          (r)  the Guarantor denies that the Guarantor has any liability or 
obligation under the Guaranty, or shall notify the Agent or any of the Banks 
of the Guarantor's intention to attempt to cancel or terminate the Guaranty, 
or shall fail to observe or comply with any term, covenant, condition or 
agreement under the Guaranty; or

          (s)  the Borrower shall make any payment with respect to the 
Debentures, including principal thereto or interest or premium thereon, 
except as specifically approved by the Banks as provided herein or any 
subordination and standstill agreement executed pursuant hereto or there 
shall be a default by Ameritech pursuant to any subordination and standstill 
agreement executed pursuant hereto;

then, and in any such event, the Agent may, and upon the request of the 
Majority Banks shall, by notice in writing to the Borrower declare all 
amounts owing with respect to this Agreement, the Notes and the other Loan 
Documents to be, and they shall thereupon forthwith become, immediately due 
and payable without presentment, demand, protest or other notice of any kind, 
all of which are hereby expressly waived by the Borrower; PROVIDED that in 
the event of any Event of Default specified in Section 12.1(h), Section 
12.1(i) or Section 12.1(j), all such amounts shall become immediately due and 
payable automatically and without any requirement of notice from any of the 
Banks or the Agent.  The Borrower and any other Person shall be entitled to 
conclusively rely on a statement from the Agent that it has the authority to 
act for and bind the Banks pursuant to this Agreement and the other Loan 
Documents.  

     Section 12.2.  LIMITATION OF CURE PERIODS.  Notwithstanding anything 
contained in Section 12.1 to the contrary, (i) no Event of Default shall 
exist hereunder upon the occurrence of any failure described in Section 
12.1(a) or Section 12.1(b) in the event that the Borrower cures such default 
within five (5) days following receipt of written notice of such default, 
provided that no such cure period shall apply to any payments due upon the 
maturity of the Notes; (ii) no Event of Default shall exist hereunder upon 
the occurrence of any failure described in Section 12.1(c) as it pertains to 
Section 7.15 only in the event that the Borrower cures such default within 
sixty (60) days following receipt of written notice of such default; and 
(iii) no Event of Default shall exist hereunder upon the occurrence of any 
failure described in Section 12.1(e) in the event that the Borrower cures 
such default within forty-five (45) days following receipt of written notice 
of such default, provided that the provisions of

                                     -62-

<PAGE>

this clause (iii) shall not pertain to any default consisting of a failure to 
comply with Section 7.4(e), or to any default excluded from any provision of 
cure of defaults contained in any other of the Loan Documents.  

      Section 12.3.  TERMINATION OF COMMITMENTS.  If any one or more Events 
of Default specified in Section 12.1(h), Section 12.1(i), Section 12.1(j), 
Section 12.1(l) or Section 12.1(r) shall occur, then immediately and without 
any action on the part of the Agent or any Bank any unused portion of the 
credit hereunder shall terminate and the Banks shall be relieved of all 
obligations to make Loans or provide Letters of Credit to the Borrower.  If 
any other Event of Default shall have occurred and be continuing, the Agent, 
upon the election of the Majority Banks, may by notice to the Borrower 
terminate the obligation to make Loans or provide Letters of Credit to the 
Borrower.  No termination under this Section 12.2 shall relieve the Borrower 
of its obligations to the Banks arising under this Agreement or the other 
Loan Documents.  

      Section 12.4.  REMEDIES. In case any one or more of the Events of 
Default shall have occurred and be continuing, and whether or not the Banks 
shall have accelerated the maturity of the Loans pursuant to Section 12.1, 
the Agent on behalf of the Banks, may, with the consent of the Majority Banks 
but not otherwise, proceed to protect and enforce their rights and remedies 
under this Agreement, the Notes or any of the other Loan Documents by suit in 
equity, action at law or other appropriate proceeding, whether for the 
specific performance of any covenant or agreement contained in this Agreement 
and the other Loan Documents or any instrument pursuant to which the 
Obligations are evidenced, including to the full extent permitted by 
applicable law the obtaining of the EX PARTE appointment of a receiver, and, 
if such amount shall have become due, by declaration or otherwise, proceed to 
enforce the payment thereof or any other legal or equitable right.  No remedy 
herein conferred upon the Agent or the holder of any Note is intended to be 
exclusive of any other remedy and each and every remedy shall be cumulative 
and shall be in addition to every other remedy given hereunder or now or 
hereafter existing at law or in equity or by statute or any other provision 
of law.  In the event that all or any portion of the Obligations is collected 
by or through an attorney-at-law, the Borrower shall pay all costs of 
collection including, but not limited to, reasonable attorney's fees not to 
exceed fifteen percent (15%) of such portion of the Obligations. 
Notwithstanding anything herein to the contrary, upon the occurrence of any 
Event of Default, an amount equal to the aggregate amount of the Outstanding 
Letters of Credit (including Letters of Credit accepted but unpaid) shall, at 
the Majority Banks' option, without demand upon or further notice to the 
Borrower, be deemed to have been paid or disbursed by the Agent under the 
Letter of Credit and a Loan to the Borrower from the Banks in such amount to 
have been made and accepted, which Loan shall be immediately due and payable.

     Section 12.5.  DISTRIBUTION OF PROCEEDS.  In the event that, following 
the occurrence or during the continuance of any Event of Default, any monies 
are received in connection with the enforcement of any of the Loan Documents, 
or otherwise with respect to the realization upon any of the assets of the 
Borrower, such monies shall be distributed for application as follows:

                                     -63-

<PAGE>

          (a)  First, to the payment of, or (as the case may be) the 
reimbursement of, the Agent for or in respect of all reasonable costs, 
expenses, disbursements and losses which shall have been incurred or 
sustained by the Agent in connection with the collection of such monies by 
the Agent, for the exercise, protection or enforcement by the Agent of all or 
any of the rights, remedies, powers and privileges of the Agent under this 
Agreement or any of the other Loan Documents or in support of any provision 
of adequate indemnity to the Agent against any taxes or liens which by law 
shall have, or may have, priority over the rights of the Agent to such monies;

          (b)  Second, to all other Obligations in such order or preference 
as the Majority Banks shall determine; PROVIDED, HOWEVER, that (i) in the 
event that any Bank shall have wrongfully failed or refused to make an 
advance under Section 2.7 and such failure or refusal shall be continuing, 
advances made by other Banks during the pendency of such failure or refusal 
shall be entitled to be repaid as to principal and accrued interest in 
priority to the other Obligations described in this subsection (b), and (ii) 
Obligations owing to the Banks with respect to each type of Obligation such 
as interest, principal, fees and expenses, shall be made among the Banks PRO 
RATA; and PROVIDED, further that the Majority Banks may in their discretion 
make proper allowance to take into account any Obligations not then due and 
payable; and 

          (c)  Third, the excess, if any, shall be returned to the Borrower or 
to such other Persons as are entitled thereto.

     Section 13.  INTENTIONALLY OMITTED.

     Section 14.  THE AGENT.

     Section 14.1.  AUTHORIZATION.  The Agent is authorized to take such 
action on behalf of each of the Banks and to exercise all such powers as are 
hereunder and under any of the other Loan Documents and any related documents 
delegated to the Agent, together with such powers as are reasonably incident 
thereto, PROVIDED that no duties or responsibilities not expressly assumed 
herein or therein shall be implied to have been assumed by the Agent.  The 
relationship between the Agent and the Banks is and shall be that of agent 
and principal only, and nothing contained in this Agreement or any of the 
other Loan Documents shall be construed to constitute the Agent as a trustee 
for any Bank.  Unless they have been expressly notified in writing by all of 
the Banks to the contrary, the Borrower and any other Person shall be 
entitled to conclusively rely on a statement from the Agent that it has the 
authority to act for and bind the Banks pursuant to this Agreement and the 
other Loan Documents.

     Section 14.2.  EMPLOYEES AND AGENTS.  The Agent may exercise its powers 
and execute its duties by or through employees or agents and shall be 
entitled to take, and to rely on, advice of counsel concerning all matters 
pertaining to its rights and duties under this Agreement and the other Loan 
Documents. The Agent may utilize the services of such Persons as the Agent 
may reasonably determine, and all reasonable fees and expenses of any such 
Persons shall be paid by the

                                     -64-

<PAGE>

 Borrower.

     Section 14.3.  NO LIABILITY.  Neither the Agent nor any of its 
shareholders, directors, officers or employees nor any other Person assisting 
them in their duties nor any agent, or employee thereof, shall be liable for 
any waiver, consent or approval given or any action taken, or omitted to be 
taken, in good faith by it or them hereunder or under any of the other Loan 
Documents, or in connection herewith or therewith, or be responsible for the 
consequences of any oversight or error of judgment whatsoever, except that 
the Agent or such other Person, as the case may be, may be liable for losses 
due to its willful misconduct or gross negligence.

     Section 14.4.  NO REPRESENTATIONS.  The Agent shall not be responsible 
for the execution or validity or enforceability of this Agreement, the Notes, 
any of the other Loan Documents or any instrument at any time constituting, 
or intended to constitute, collateral security for the Notes, or for the 
value of any such collateral security or for the validity, enforceability or 
collectability of any such amounts owing with respect to the Notes, or for 
any recitals or statements, warranties or representations made herein or in 
any of the other Loan Documents or in any certificate or instrument hereafter 
furnished to it by or on behalf of the Borrower or any of its Subsidiaries or 
the Guarantor, or be bound to ascertain or inquire as to the performance or 
observance of any of the terms, conditions, covenants or agreements herein or 
in any other of the Loan Documents.  The Agent shall not be bound to 
ascertain whether any notice, consent, waiver or request delivered to it by 
the Borrower or the Guaranty or any holder of any of the Notes shall have 
been duly authorized or is true, accurate and complete.  The Agent has not 
made nor does it now make any representations or warranties, express or 
implied, nor does it assume any liability to the Banks, with respect to the 
creditworthiness or financial condition of the Borrower or any of its 
Subsidiaries or the Guarantor.  Each Bank acknowledges that it has, 
independently and without reliance upon the Agent or any other Bank, and 
based upon such information and documents as it has deemed appropriate, made 
its own credit analysis and decision to enter into this Agreement.  Each Bank 
also acknowledges that it will, independently and without reliance upon the 
Agent or any other Bank, based upon such information and documents as it 
deems appropriate at the time, continue to make its own credit analysis and 
decisions in taking or not taking action under this Agreement and the other 
Loan Documents.

     Section 14.5.  PAYMENTS.

          (a)  A payment by the Borrower or the Guarantor to the Agent 
hereunder or under any of the other Loan Documents for the account of any 
Bank shall constitute a payment to such Bank.  The Agent agrees to exercise 
reasonable efforts to distribute to each Bank on the same day as (but in no 
event later than one Business Day after) the Agent's receipt of good funds, 
determined in accordance with the Agent's customary practices, such Bank's 
PRO RATA share of payments received by the Agent for the account of the Banks 
except as otherwise expressly provided herein or in any of the other Loan 
Documents.  In the event that the Agent fails to distribute such amounts 
within one Business Day as provided above, the Agent shall pay interest on 
such amount at a rate per annum equal to the Federal Funds Effective Rate 
from time to time

                                     -65-

<PAGE>

 in effect.  

          (b)  If in the opinion of the Agent the distribution of any amount 
received by it in such capacity hereunder, under the Notes or under any of 
the other Loan Documents might involve it in liability, it may refrain from 
making distribution until its right to make distribution shall have been 
adjudicated by a court of competent jurisdiction.  If a court of competent 
jurisdiction shall adjudge that any amount received and distributed by the 
Agent is to be repaid, each Person to whom any such distribution shall have 
been made shall either repay to the Agent its proportionate share of the 
amount so adjudged to be repaid or shall pay over the same in such manner and 
to such Persons as shall be determined by such court.

          (c)  Notwithstanding anything to the contrary contained in this 
Agreement or any of the other Loan Documents, any Bank that fails (i) to make 
available to the Agent its PRO RATA share of any Loan or (ii) to comply with 
the provisions of Section 13 with respect to making dispositions and 
arrangements with the other Banks, where such Bank's share of any payment 
received, whether by setoff or otherwise, is in excess of its PRO RATA share 
of such payments due and payable to all of the Banks, in each case as, when 
and to the full extent required by the provisions of this Agreement, shall be 
deemed delinquent (a "Delinquent Bank") and shall be deemed a Delinquent Bank 
until such time as such delinquency is satisfied.  A Delinquent Bank shall be 
deemed to have assigned any and all payments due to it from the Borrower and 
the Guarantor, whether on account of outstanding Loans, interest, fees or 
otherwise, to the remaining nondelinquent Banks for application to, and 
reduction of, their respective PRO RATA shares of all Outstanding Loans.  The 
Delinquent Bank hereby authorizes the Agent to distribute such payments to 
the nondelinquent Banks in proportion to their respective PRO RATA shares of 
all Outstanding Loans.  A Delinquent Bank shall be deemed to have satisfied 
in full a delinquency when and if, as a result of application of the assigned 
payments to all Outstanding Loans of the nondelinquent Banks or as a result 
of other payments by the Delinquent Banks to the nondelinquent Banks, the 
Banks' respective PRO RATA shares of all Outstanding Loans have returned to 
those in effect immediately prior to such delinquency and without giving 
effect to the nonpayment causing such delinquency.

     Section 14.6.  HOLDERS OF NOTES.  Subject to the terms of Article 18, 
the Agent may deem and treat the payee of any Note as the absolute owner or 
purchaser thereof for all purposes hereof until it shall have been furnished 
in writing with a different name by such payee or by a subsequent holder, 
assignee or transferee.

     Section 14.7.  INDEMNITY.  The Banks ratably agree hereby to indemnify 
and hold harmless the Agent from and against any and all claims, actions and 
suits (whether groundless or otherwise), losses, damages, costs, expenses 
(including any reasonable expenses for which the Agent has not been 
reimbursed by the Borrower as required by Section 15), and liabilities of 
every nature and character arising out of or related to this Agreement, the 
Notes, or any of the other Loan Documents or the transactions contemplated or 
evidenced hereby or thereby, or the Agent's actions taken hereunder or 
thereunder, except to the extent that any of the same shall be directly 

                                     -66-

<PAGE>

caused by the Agent's willful misconduct or gross negligence.

     Section 14.8.  AGENT AS BANK.  In its individual capacity, FNBB shall 
have the same obligations and the same rights, powers and privileges in 
respect to its Commitment and the Loans made by it, and as the holder of any 
of the Notes as it would have were it not also the Agent.

     Section 14.9.  RESIGNATION.  Subject to the terms of Section 18.1, the 
Agent may resign at any time by giving 60 days' prior written notice thereof 
to the Banks and the Borrower.  Upon any such resignation, the Co-Agent shall 
be appointed as a successor Agent provided that the Co-Agent is still a Bank, 
the Co-Agent's senior debt obligations are rated not less than "A" or its 
equivalent by Moody's Investors Service, Inc. or not less than "A" or its 
equivalent by Standard & Poor's Corporation and  the Co-Agent has total 
assets in excess of $10,000,000,000.00.  If the Co-Agent fails to satisfy 
such conditions or declines to serve as Agent, the Majority Banks shall have 
the right to appoint as a successor Agent any Bank or any other banks 
satisfying the conditions contained in the immediately preceding sentence.  
Unless a Default or Event of Default shall have occurred and be continuing, 
such successor Agent (including the Co-Agent) shall be reasonably acceptable 
to the Borrower.  If no successor Agent shall have been so appointed by the 
Majority Banks and shall have accepted such appointment within 30 days after 
the retiring Agent's giving of notice of resignation, then the retiring Agent 
may, on behalf of the Banks, appoint a successor Agent, which shall be a bank 
whose debt obligations are rated not less than "A" or its equivalent by 
Moody's Investors Service, Inc. or not less than "A" or its equivalent by 
Standard & Poor's Corporation and which has total assets in excess of 
$10,000,000,000.00.  Upon the acceptance of any appointment as Agent 
hereunder by a successor Agent, such successor Agent shall thereupon succeed 
to and become vested with all the rights, powers, privileges and duties of 
the retiring Agent, and the retiring Agent shall be discharged from its 
duties and obligations hereunder as Agent.  After any retiring Agent's 
resignation, the provisions of this Agreement and the other Loan Documents 
shall continue in effect for its benefit in respect of any actions taken or 
omitted to be taken by it while it was acting as Agent.

     Section 14.10.  DUTIES IN THE CASE OF ENFORCEMENT.  In case one or more 
Events of Default have occurred and shall be continuing, and whether or not 
acceleration of the Obligations shall have occurred, the Agent shall, if (a) 
so requested by the Majority Banks and (b) the Banks have provided to the 
Agent such additional indemnities and assurances against expenses and 
liabilities as the Agent may reasonably request, proceed to exercise all or 
any legal and equitable and other rights or remedies as it may have.  The 
Majority Banks may direct the Agent in writing as to the method and the 
extent of any such exercise, the Banks hereby agreeing to indemnify and hold 
the Agent harmless from all liabilities incurred in respect of all actions 
taken or omitted in accordance with such directions, PROVIDED that the Agent 
need not comply with any such direction to the extent that the Agent 
reasonably believes the Agent's compliance with such direction to be unlawful 
or commercially unreasonable in any applicable jurisdiction.

     Section 14.11.  DETERMINATIONS BY AGENT.  Any and all determinations to 
be made by the Agent pursuant to the provisions of this Agreement shall be 
conclusive and binding absent manifest

                                     -67-

<PAGE>

 error and so long as the same shall be determined in good faith by the 
Agent.  Where no procedures for such determinations are specified, such 
determinations shall be made in such manner as Agent shall determine in its 
sole discretion, subject to the provisions of this Section 14.11.

     Section 15.  EXPENSES.

     The Borrower agrees to pay (a) the reasonable costs of producing and 
reproducing this Agreement, the other Loan Documents and the other agreements 
and instruments mentioned herein, (b) any taxes (including any interest and 
penalties in respect thereto) payable by the Agent or any of the Banks (other 
than taxes based upon the Agent's or any Bank's gross or net income), 
including any recording, mortgage, documentary or intangibles taxes in 
connection with the Loan Documents, or other taxes payable on or with respect 
to the transactions contemplated by this Agreement, including any such taxes 
payable by the Agent or any of the Banks after the Closing Date under the 
Original Credit Agreement (the Borrower hereby agreeing to indemnify the 
Agent and each Bank with respect thereto), (c) all reasonable internal 
charges of the Agent (determined in good faith and in accordance with the 
Agent's internal policies applicable generally to its customers) for 
commercial finance exams and engineering and environmental reviews and the 
reasonable fees, expenses and disbursements of the counsel to the Agent, 
counsel for the Banks and any local counsel to the Agent incurred in 
connection with the preparation, administration or interpretation of the Loan 
Documents and other instruments mentioned herein (excluding, however, the 
preparation of agreements evidencing participations granted under Section 
18.4), each closing hereunder, and amendments, modifications, approvals, 
consents or waivers hereto or hereunder, (d) the reasonable fees, expenses 
and disbursements of the Agent incurred by the Agent in connection with the 
preparation, administration or interpretation of the Loan Documents and other 
instruments mentioned herein, and the making of each advance hereunder, (e) 
all reasonable out-of-pocket expenses (including reasonable attorneys' fees 
and costs, which attorneys may be employees of any Bank or the Agent and the 
fees and costs of appraisers, engineers, investment bankers or other experts 
retained by any Bank or the Agent) incurred by any Bank or the Agent in 
connection with (i) the enforcement of or preservation of rights under any of 
the Loan Documents against the Borrower or the Guarantor or the 
administration thereof after the occurrence of a Default or Event of Default 
and (ii) any litigation, proceeding or dispute whether arising hereunder or 
otherwise, in any way related to the Agent's or any of the Bank's 
relationship with the Borrower or the Guarantor, and (f) all reasonable fees, 
expenses and disbursements of any Bank or the Agent incurred in connection 
with UCC searches, UCC filings, title rundowns or title searches. The 
covenants of this Section 15 shall survive payment or satisfaction of payment 
of amounts owing with respect to the Notes.  Notwithstanding the foregoing, 
each of the Banks (excluding the Agent) shall only be entitled to recover up 
to $5,000.00 each for the fees, expenses and disbursements of their counsel 
incurred on or before the Closing Date.

     Section 16.  INDEMNIFICATION.

     The Borrower agrees to indemnify and hold harmless the Agent and the 
Banks and each director, officer, employee, agent, attorney and any Person 
who controls the Agent or any Bank

                                     -68-

<PAGE>

 from and against any and all claims, actions and suits, whether groundless 
or otherwise, and from and against any and all liabilities, losses, damages 
and expenses of every nature and character arising out of or relating to this 
Agreement or any of the other Loan Documents or the transactions contemplated 
hereby and thereby including, without limitation, (a) any leasing fees and 
any brokerage, finders or similar fees asserted against any Person 
indemnified under this Section 16 based upon any agreement, arrangement or 
action made or taken, or alleged to have been made or taken, by the Borrower 
or any of its Subsidiaries or the Guarantor, (b) any condition of the Real 
Estate, (c) any actual or proposed use by the Borrower of the proceeds of any 
of the Loans or any actual or proposed use of a Letter of Credit by any 
beneficiary of a Letter of Credit, (d) any actual or alleged infringement of 
any patent, copyright, trademark, service mark or similar right of the 
Borrower or any of its Subsidiaries or the Guarantor, (e) the Borrower and 
the Guarantor entering into or performing this Agreement or any of the other 
Loan Documents, (f) any actual or alleged violation of any law, ordinance, 
code, order, rule, regulation, approval, consent, permit or license relating 
to the Real Estate, or (g) with respect to the Borrower and its Subsidiaries 
and the Guarantor and their respective properties and assets, the violation 
of any Environmental Law, the Release or threatened Release of any Hazardous 
Substances or any action, suit, proceeding or investigation brought or 
threatened with respect to any Hazardous Substances (including, but not 
limited to claims with respect to wrongful death, personal injury or damage 
to property), in each case including, without limitation, the reasonable fees 
and disbursements of counsel and allocated costs of internal counsel incurred 
in connection with any such investigation, litigation or other proceeding; 
PROVIDED, HOWEVER, that the Borrower shall not be obligated under this 
Section 16 to indemnify any Person for liabilities arising from such Person's 
own gross negligence or willful misconduct.  In litigation, or the 
preparation therefor, the Banks and the Agent shall be entitled to select a 
single law firm as their own counsel and, in addition to the foregoing 
indemnity, the Borrower agrees to pay promptly the reasonable fees and 
expenses of such counsel.  If, and to the extent that the obligations of the 
Borrower under this Section 16 are unenforceable for any reason, the Borrower 
hereby agrees to make the maximum contribution to the payment in satisfaction 
of such obligations which is permissible under applicable law.  The 
provisions of this '16 shall survive the repayment of the Loans and the 
termination of the obligations of the Banks hereunder.

     Section 17.  SURVIVAL OF COVENANTS, ETC.

     All covenants, agreements, representations and warranties made herein, 
in the Notes, in any of the other Loan Documents or in any documents or other 
papers delivered by or on behalf of the Borrower or any of its Subsidiaries 
or the Guarantor pursuant hereto or thereto shall be deemed to have been 
relied upon by the Banks and the Agent, notwithstanding any investigation 
heretofore or hereafter made by any of them, and shall survive the making by 
the Banks of any of the Loans, as herein contemplated, and shall continue in 
full force and effect so long as any amount due under this Agreement, the 
Notes, the Letters of Credit or any of the other Loan Documents remains 
outstanding or any Bank has any obligation to make any Loans or the Agent has 
any obligation to issue any Letters of Credit.  The indemnification 
obligations of the Borrower provided herein and the other Loan Documents 
shall survive the full repayment of

                                     -69-

<PAGE>

 amounts due and the termination of the obligations of the Banks hereunder 
and thereunder to the extent provided herein and therein.  All statements 
contained in any certificate or other paper delivered to any Bank or the 
Agent at any time by or on behalf of the Borrower or any of its Subsidiaries 
or the Guarantor pursuant hereto or in connection with the transactions 
contemplated hereby shall constitute representations and warranties by the 
Borrower or such Subsidiary or the Guarantor hereunder.

     Section 18.  ASSIGNMENT AND PARTICIPATION.

     Section 18.1.  CONDITIONS TO ASSIGNMENT BY BANKS.  Except as provided 
herein, each Bank may assign to another bank or other entity all (but not 
less than all) of its interests, rights and obligations under this Agreement 
(including all of its Commitment Percentage and Commitment and the same 
portion of the Loans at the time owing to it, and the Notes held by it); 
provided that (a) the Agent shall have given its prior written consent to 
such assignment, which consent shall not be unreasonably withheld (provided 
that such consent shall not be required for any assignment to another Bank, 
to a bank which is under common control with the assigning Bank or to a 
wholly-owned Subsidiary of such Bank provided that such assignee shall remain 
a wholly-owned Subsidiary of such Bank), (b) the Borrower shall have given 
its prior written consent to such assignment, which consent shall not be 
unreasonably withheld or delayed (provided that such consent shall not be 
required if a Default or Event of Default shall have occurred and be 
continuing or for any assignment to another Bank, to a bank which is under 
common control with the assigning Bank or to a wholly-owned Subsidiary of 
such Bank provided that such assignee shall remain a wholly-owned Subsidiary 
of such Bank), (c) each such assignment shall be of all the assigning Bank's 
rights and obligations under this Agreement, (d) the parties to such 
assignment shall execute and deliver to the Agent, for recording in the 
Register (as hereinafter defined), a notice of such assignment, together with 
any Notes subject to such assignment, (e) in no event shall any voting, 
consent or approval rights of a Bank be assigned to any Person controlling, 
controlled by or under common control with, or which is not otherwise free 
from influence or control by, the Borrower or the Guarantor, which rights 
shall instead be allocated PRO RATA among the other remaining Banks, (f) such 
assignee shall have a net worth as of the date of such assignment of not less 
than $500,000,000, and (g) such assignment is subject to the terms of any 
intercreditor agreement among the Banks and the Agent. Upon such execution, 
delivery, acceptance and recording, of such notice of assignment, (i) the 
assignee thereunder shall be a party hereto and all other Loan Documents 
executed by the Banks and, to the extent provided in such assignment, have 
the rights and obligations of a Bank hereunder, (ii) the assigning Bank 
shall, to the extent provided in such assignment and upon payment to the 
Agent of the registration fee referred to in Section 18.2, be released from 
its obligations under this Agreement, and (iii) the Agent may unilaterally 
amend SCHEDULE 1 to reflect such assignment.  In connection with each 
assignment, the assignee shall represent and warrant to the Agent, the 
assignor and each other Bank as to whether such assignee is controlling, 
controlled by, under common control with or is not otherwise free from 
influence or control by, the Borrower and the Guarantor.

                                     -70-

<PAGE>

     Section 18.2.  REGISTER.  The Agent shall maintain a copy of each 
assignment delivered to it and a register or similar list (the "Register") 
for the recordation of the names and addresses of the Banks and the 
Commitment Percentages of, and principal amount of the Loans owing to the 
Banks from time to time.  The entries in the Register shall be conclusive, in 
the absence of manifest error, and the Borrower, the Agent and the Banks may 
treat each Person whose name is recorded in the Register as a Bank hereunder 
for all purposes of this Agreement.  The Register shall be available for 
inspection by the Borrower and the Banks at any reasonable time and from time 
to time upon reasonable prior notice.  Upon each such recordation, the 
assigning Bank agrees to pay to the Agent a registration fee in the sum of 
$2,000.

     Section 18.3.  NEW NOTES.  Upon its receipt of an assignment executed by 
the parties to such assignment, together with each Note subject to such 
assignment, the Agent shall (a) record the information contained therein in 
the Register, and (b) give prompt notice thereof to the Borrower and the 
Banks (other than the assigning Bank).  Within five Business Days after 
receipt of such notice, the Borrower, at its own expense, shall execute and 
deliver to the Agent, in exchange for each surrendered Note, a new Note to 
the order of such assignee in an amount equal to the amount assumed by such 
assignee pursuant to such assignment, and shall cause the Guarantor to 
deliver to the Agent an acknowledgment in form and substance satisfactory to 
the Agent to the effect that the Guaranty extends to and is applicable to 
each new Note.  Such new Note shall provide that it is a replacement for the 
surrendered Note, shall be in an aggregate principal amount equal to the 
aggregate principal amount of the surrendered Note, shall be dated the 
effective date of such assignment and shall otherwise be in substantially the 
form of the assigned Note.  The surrendered Note shall be canceled and 
returned to the Borrower.

     Section 18.4.  PARTICIPATIONS.  Each Bank may sell participations to one 
or more banks or other entities in all or a portion of such Bank's rights and 
obligations under this Agreement and the other Loan Documents; PROVIDED that 
(a) any such sale or participation shall not affect the rights and duties of 
the selling Bank hereunder to the Borrower, (b) such sale and participation 
shall not entitle such participant to any rights or privileges under this 
Agreement or the Loan Documents (including, without limitation, the right to 
approve waivers, amendments or modifications), (c) such participant shall 
have no direct rights against the Borrower or the Guarantor except the rights 
granted to the Banks pursuant to Section 13, and (d) such participant shall 
not be a Person controlling, controlled by or under common control with, or 
which is not otherwise free from influence or control by, the Borrower or the 
Guaranty.

     Section 18.5.  PLEDGE BY BANK.  Any Bank may at any time pledge all or 
any portion of its interest and rights under this Agreement (including all or 
any portion of its Note) to any of the twelve Federal Reserve Banks organized 
under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341.  No such 
pledge or the enforcement thereof shall release the pledgor Bank from its 
obligations hereunder or under any of the other Loan Documents.

     Section 18.6.  NO ASSIGNMENT BY BORROWER.  The Borrower shall not assign 
or transfer any of its rights or obligations under any of the Loan Documents 
without the prior written consent of each 

<PAGE>

of the Banks.

     Section 18.7.  DISCLOSURE.  The Borrower agrees that in addition to 
disclosures made in accordance with standard banking practices any Bank may 
disclose information obtained by such Bank pursuant to this Agreement to 
assignees or participants and potential assignees or participants hereunder 
provided the Borrower receives prior notice of such disclosures unless such 
participant or assignee is one of the Banks.

     Section 19.  NOTICES.

     Each notice, demand, election or request provided for or permitted to be 
given pursuant to this Agreement (hereinafter in this Section 19 referred to 
as "Notice"), but specifically excluding to the maximum extent permitted by 
law any notices of the institution or commencement of foreclosure 
proceedings, must be in writing and shall be deemed to have been properly 
given or served by personal delivery or by sending same by overnight courier 
or by depositing same in the United States Mail, postpaid and registered or 
certified, return receipt requested, or as expressly permitted herein, by 
telegraph, telecopy, telefax or telex, and addressed as follows:

     If to the Agent or FNBB:

               The First National Bank of Boston
               100 Federal Street
               Boston, Massachusetts  02110
               Attn:  Real Estate Division
               (617) 434-2200
               (617) 434-7108 (FAX)

     With a copy to:

               The First National Bank of Boston
               700 N. Pearl, Suite 1840
               Dallas, Texas 75201
               Attn: Helen H. Delph, Vice President
               (214) 720-3836
               (214) 871-7328 (FAX)

     and to:

               The First National Bank of Boston
               115 Perimeter Center Place, N.E., Suite 500
               Atlanta, Georgia 30346
               Attn: Elaine Hansard
               (770) 393-4676
               

                                  -72-

<PAGE>

               (770) 390-8434 (FAX)
               
     If to the Borrower:

               Meridian Industrial Trust, Inc.      
               455 Market Street, 17th Floor
               San Francisco, California 94105
               Attn: Allen J. Anderson, Chief Executive Officer
               (415) 281-3900                         
               (415) 284-2840 (FAX)

if to a Bank now a party to this Agreement, at the address set forth below 
the signature of such Bank attached to this Agreement, and to each other Bank 
which may hereafter become a party to this Agreement at such address as may 
be designated by such Bank.  Each Notice shall be effective upon being 
personally delivered or upon being sent by overnight courier or upon being 
deposited in the United States Mail as aforesaid or, if sent by facsimile 
transmission, upon receipt of such transmission as evidenced by the 
confirmation notice.  The time period in which a response to such Notice must 
be given or any action taken with respect thereto (if any), however, shall 
commence to run from the date of receipt if personally delivered, sent by 
overnight courier or sent by facsimile transmission, or if so deposited in 
the United States Mail, the earlier of three (3) Business Days following such 
deposit or the date of receipt as disclosed on the return receipt.  Rejection 
or other refusal to accept or the inability to deliver because of changed 
address for which no notice was given shall be deemed to be receipt of the 
Notice sent.  By giving at least fifteen (15) days prior Notice thereof, the 
Borrower, a Bank or Agent shall have the right from time to time and at any 
time during the term of this Agreement to change their respective addresses 
and each shall have the right to specify as its address any other address 
within the United States of America.

     Section 20.  RELATIONSHIP.

     The relationship between each Bank and the Borrower is solely that of a 
lender and borrower, and nothing contained herein or in any of the other Loan 
Documents shall in any manner be construed as making the parties hereto 
partners, joint venturers or any other relationship other than lender and 
borrower.

     Section 21.  GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE.

     THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS EXCEPT AS OTHERWISE 
SPECIFICALLY PROVIDED THEREIN, ARE CONTRACTS UNDER THE LAWS OF THE 
COMMONWEALTH OF MASSACHUSETTS AND SHALL FOR ALL PURPOSES BE CONSTRUED IN 
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SUCH COMMONWEALTH (EXCLUDING THE 
LAWS APPLICABLE TO CONFLICTS OR 

                                  -73-

<PAGE>

CHOICE OF LAW).  THE BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF 
THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE 
COURTS OF THE COMMONWEALTH OF MASSACHUSETTS OR ANY FEDERAL COURT SITTING 
THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE 
SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER BY MAIL AT 
THE ADDRESS SPECIFIED IN Section 19.  THE BORROWER HEREBY WAIVES ANY 
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR 
ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.

     Section 22.  HEADINGS.

     The captions in this Agreement are for convenience of reference only and
shall not define or limit the provisions hereof.

     Section 23.  COUNTERPARTS.

     This Agreement and any amendment hereof may be executed in several
counterparts and by each party on a separate counterpart, each of which when so
executed and delivered shall be an original, and all of which together shall
constitute one instrument.  In proving this Agreement it shall not be necessary
to produce or account for more than one such counterpart signed by the party
against whom enforcement is sought.

     Section 24.  ENTIRE AGREEMENT, ETC.

     The Loan Documents and any other documents executed in connection 
herewith or therewith express the entire understanding of the parties with 
respect to the transactions contemplated hereby.  Neither this Agreement nor 
any term hereof may be changed, waived, discharged or terminated, except as 
provided in Section 27.

     Section 25.  WAIVER OF JURY TRIAL.

     EACH OF THE BORROWER, THE AGENT AND THE BANKS HEREBY WAIVES ITS RIGHT TO 
A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE 
IN CONNECTION WITH THIS AGREEMENT, ANY NOTE OR ANY OF THE OTHER LOAN 
DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE 
PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.  THE BORROWER (A) CERTIFIES THAT 
NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY BANK OR THE AGENT HAS 
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH BANK OR THE AGENT WOULD NOT, 
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) 
ACKNOWLEDGES THAT THE 

                                  -74-

<PAGE>

AGENT AND THE BANKS HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE 
OTHER LOAN DOCUMENTS TO WHICH THEY ARE PARTIES BY, AMONG OTHER THINGS, THE 
WAIVER AND CERTIFICATIONS CONTAINED IN THIS Section 25.

     Section 26.  DEALINGS WITH THE BORROWER.

     The Banks and their affiliates may accept deposits from, extend credit to
and generally engage in any kind of banking, trust or other business with the
Borrower, its Subsidiaries, the Guarantor or any of their affiliates regardless
of the capacity of the Bank hereunder.

     Section 27.  CONSENTS, AMENDMENTS, WAIVERS, ETC.

     Except as otherwise expressly provided in this Agreement, any consent or 
approval required or permitted by this Agreement may be given, and any term 
of this Agreement or of any other instrument related hereto or mentioned 
herein may be amended, and the performance or observance by the Borrower of 
any terms of this Agreement or such other instrument or the continuance of 
any Default or Event of Default may be waived (either generally or in a 
particular instance and either retroactively or prospectively) with, but only 
with, the written consent of the Majority Banks.  Notwithstanding the 
foregoing, none of the following may occur without the written consent of 
each Bank: (a) any change in the rate of interest on and the term of the 
Notes; (b) any change in the amount of the Commitments of the Banks; (c) any 
forgiveness, reduction or waiver of the principal of any unpaid Loan or any 
interest thereon or fee payable under the Loan Documents; (d) any change in 
the amount of any fee payable to a Bank or the Agent hereunder; (e)  any 
postponement of any date fixed for any payment of principal of or interest on 
the Loan; (f) any extension of the Maturity Date; (g) any change in the 
manner of distribution of any payments to the Banks; (h) any release of the 
Borrower or the Guarantor; (i) except as permitted herein or in that certain 
Intercreditor Agreement, the sale, transfer or assignment of the Loan 
Documents or any interest therein; (j) any written modification to or waiver 
of the definition of the term "Borrowing Base" or any defined term used 
within such definition; (k) any amendment of the (i) definition of Majority 
Banks, (ii) any requirement for consent by all of the Banks, (iii) the 
provisions of Section 14.9 regarding the appointment of the Co-Agent as 
successor Agent, (iv) Section 27, or (v) any provision of this Agreement or 
the Loan Documents which requires the approval of the Majority Banks to 
require a lesser number of Banks to approve such action; and (l) approval of 
the terms relating to the Debentures.  The amount of the Agent's fee payable 
for the Agent's account and the provisions of Section 14 may not be amended 
without the written consent of the Agent.  No waiver shall extend to or 
affect any obligation not expressly waived or impair any right consequent 
thereon.  No course of dealing or delay or omission on the part of the Agent 
or any Bank in exercising any right shall operate as a waiver thereof or 
otherwise be prejudicial thereto.  No notice to or demand upon the Borrower 
shall entitle the Borrower to other or further notice or demand in similar or 
other circumstances.  

     Section 28.  SEVERABILITY.

                                  -75-

<PAGE>

     The provisions of this Agreement are severable, and if any one clause or
provision hereof shall be held invalid or unenforceable in whole or in part in
any jurisdiction, then such invalidity or unenforceability shall affect only
such clause or provision, or part thereof, in such jurisdiction, and shall not
in any manner affect such clause or provision in any other jurisdiction, or any
other clause or provision of this Agreement in any jurisdiction.

     Section 29.  NO UNWRITTEN AGREEMENTS.

     THE WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.

     Section 30.  TIME OF THE ESSENCE.

     Time is of the essence with respect to each and every covenant, agreement
and obligation of the Borrower under this Agreement and the other Loan
Documents.

     IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as a
sealed instrument as of the date first set forth above.

                                            MERIDIAN INDUSTRIAL TRUST, INC.,
                                            a Maryland corporation


                                            By:  /S/ MILTON K. REEDER     [SEAL]
                                               ---------------------------
                                                 Title:  President

                                  -76-

<PAGE>

                                            THE FIRST NATIONAL BANK OF 
                                            BOSTON, individually and as Agent


                                            By:  /S/ HELEN DELPH              
                                               ---------------------------
                                            Title:  Vice President

                                  -77-

<PAGE>

                                       TEXAS COMMERCE BANK NATIONAL ASSOCIATION,
                                       individually and as Co-Agent


                                       By: ____________________________________

                                            Its: ______________________________

Texas Commerce Bank National 
     Association
717 Travis, 7th Floor- South
Real Estate Department
Houston, Texas   7702
Attn: Catherine A. Arnold, 
     Senior Vice President
(713) 216-5391
(713) 216-7713 (FAX)

                                  -78-

<PAGE>

                                        NATIONSBANK OF TEXAS, N.A.


                                        By:   JULIE O.C. WALLIS      
                                           --------------------------
                                            Its: VICE PRESIDENT              
                                                ---------------------

NationsBank of Texas, N.A.
Real Estate Banking Group
901 Main Street, 51st Plaza
Dallas, Texas 75202-3714
Attn: Julie Wallis, Vice President
(214) 508-2541
(214) 508-0085 (FAX)     

                                  -79-

<PAGE>

                                  EXHIBIT A

                      FORM OF AMENDED AND RESTATED NOTE

$25,000,000.00                                                    March __, 1996


     FOR VALUE RECEIVED, the undersigned MERIDIAN INDUSTRIAL TRUST, INC., a 
Maryland corporation, hereby promises to pay to ______________________________
or order, in accordance with the terms of that certain First Amended and 
Restated Revolving Credit Agreement dated March ___, 1996 (the "Credit 
Agreement"), as from time to time in effect, among the undersigned, The First 
National Bank of Boston, for itself and as Agent, and such other Banks as may 
be from time to time named therein, to the extent not sooner paid, on or 
before the Maturity Date the principal sum of Twenty-Five Million and No/100 
Dollars ($25,000,000.00), or such amount as may be advanced by the payee 
hereof under the Credit Agreement with daily interest from the date hereof, 
computed as provided in the Credit Agreement, on the principal amount hereof 
from time to time unpaid, at a rate per annum on each portion of the 
principal amount which shall at all times be equal to the rate of interest 
applicable to such portion in accordance with the Credit Agreement, and with 
interest on overdue principal and, to the extent permitted by applicable law, 
on overdue installments of interest and late charges at the rates provided in 
the Credit Agreement.  Interest shall be payable on the dates specified in 
the Credit Agreement, except that all accrued interest shall be paid at the 
stated or accelerated maturity hereof or upon the prepayment in full hereof. 
Capitalized terms used herein and not otherwise defined herein shall have the 
meanings set forth in the Credit Agreement.

     Payments hereunder shall be made to The First National Bank of Boston, as
Agent for the payee hereof, 100 Federal Street, Boston, Massachusetts 02110.

     This Note is one of one or more Notes evidencing borrowings under and is
entitled to the benefits and subject to the provisions of the Credit Agreement. 
The principal of this Note may be due and payable in whole or in part prior to
the maturity date stated above and is subject to mandatory prepayment in the
amounts and under the circumstances set forth in the Credit Agreement, and may
be prepaid in whole or from time to time in part, all as set forth in the Credit
Agreement.

     Notwithstanding anything in this Note to the contrary, all agreements
between the Borrower and the Banks and the Agent, whether now existing or
hereafter arising and whether written or oral, are hereby limited so that in no
contingency, whether by reason of acceleration of the maturity of any of the
Obligations or otherwise, shall the interest contracted for, charged or received
by the Banks exceed the maximum amount permissible under applicable law.  If,
from any circumstance whatsoever, interest would otherwise be payable to the
Banks in excess of the maximum lawful amount, the interest payable to the Banks
shall be reduced to the maximum amount permitted under applicable law; and if
from any circumstance the Banks shall ever 


<PAGE>

receive anything of value deemed interest by applicable law in excess of the 
maximum lawful amount, an amount equal to any excessive interest shall be 
applied to the reduction of the principal balance of the Obligations and to 
the payment of interest or, if such excessive interest exceeds the unpaid 
balance of principal of the Obligations, such excess shall be refunded to the 
Borrower.  All interest paid or agreed to be paid to the Banks shall, to the 
extent permitted by applicable law, be amortized, prorated, allocated and 
spread throughout the full period until payment in full of the principal of 
the Obligations (including the period of any renewal or extension thereof) so 
that the interest thereon for such full period shall not exceed the maximum 
amount permitted by applicable law.  This paragraph shall control all 
agreements between the Borrower and the Banks and the Agent.  

     In case an Event of Default shall occur, the entire principal amount of 
this Note may become or be declared due and payable in the manner and with 
the effect provided in said Credit Agreement.

     This Note shall be governed by and construed in accordance with the laws 
of the Commonwealth of Massachusetts (without giving effect to the conflict 
of laws rules of any jurisdiction).

     The undersigned maker and all guarantors and endorsers, hereby waive 
presentment, demand, notice, protest, notice of intention to accelerate the 
indebtedness evidenced hereby, notice of acceleration of the indebtedness 
evidenced hereby and all other demands and notices in connection with the 
delivery, acceptance, performance and enforcement of this Note, except as 
specifically otherwise provided in the Credit Agreement, and assent to 
extensions of time of payment or forbearance or other indulgence without 
notice.

     This Note is a note executed in amendment and restatement of that 
certain Note from the undersigned to ________________________________  dated 
February 26, 1996 in the face principal amount of $16,666,666.67.

     IN WITNESS WHEREOF the undersigned has by its duly authorized officers,
executed this Note under seal as of the day and year first above written.

                                            MERIDIAN INDUSTRIAL TRUST, INC., 
                                            a Maryland corporation

                                            By:___________________________[SEAL]
                                               Title:


<PAGE>

                                    EXHIBIT B

                             FORM OF REQUEST FOR LOAN


The First National Bank of Boston  
700 N. Pearl, Suite 1840
Dallas, Texas 75201
Attn: Helen H. Delph, Vice President
(214) 871-7328 (FAX)

Texas Commerce Bank National Association
717 Travis, 7th Floor-South
Real Estate Department
Houston, Texas  77002
Attn: Catherine A. Arnold
(713) 216-2713 (FAX)

NationsBank of Texas, N.A.
Real Estate Banking Group
901 Main Street, 51st Plaza
Dallas, Texas  75202-3714
Attn: Julie Wallis 
(214) 508-0085 (FAX)

Ladies and Gentlemen:

     Pursuant to the provisions of Section 2.6 of the First Amended and 
Restated Revolving Credit Agreement dated March __, 1996, as from time to 
time in effect (the "Credit Agreement"), among Meridian Industrial Trust, 
Inc. (the "Borrower"), The First National Bank of Boston, for itself and as 
Agent and the other Banks from time to time party thereto, the Borrower 
hereby requests and certifies as follows:

     1.   LOAN.  The Borrower hereby requests a Loan under Section 2.1 of 
the Credit Agreement:

          Principal Amount: $_______________

          Type (Eurodollar, Base Rate):

          Drawdown Date:  _______________ , 19___

          Interest Period:

<PAGE>

by credit to the general account of the Borrower with the Agent at the 
Agent's Head Office.
     2.   USE OF PROCEEDS.  Such Loan shall be used for the following 
purposes permitted by Section 7.11 of the Credit Agreement:  

                                 [Describe]

     3.   NO DEFAULT.  The undersigned Authorized Officer of the Borrower 
certifies that the Borrower is and will be in compliance with all covenants 
under the Loan Documents after giving effect to the making of the Loan 
requested hereby.  

     4.   UNENCUMBERED OPERATING PROPERTIES.  The undersigned Authorized 
Officer of the Borrower certifies that the Borrower is and will be in 
compliance with Section 9.4 of the Credit Agreement after giving effect to 
the making of the Loan requested hereby.  Attached hereto as SCHEDULE A is a 
list of each of the Unencumbered Operating Properties, their location, the 
year in which each property was built, the Gross Rentable Area in each such 
property, the Asset Value of each such property, the average occupancy for 
each of the Unencumbered Operating Properties for the last two (2) fiscal 
quarters and the average occupancy for such period for all of the 
Unencumbered Operating Properties, the Net Operating Income and Operating 
Cash Flow for each of the Unencumbered Operating Properties, and calculations 
evidencing the Borrower's compliance with Section 9.4.

     5.   REPRESENTATIONS TRUE.  Each of the representations and warranties made
by or on behalf of the Borrower and its Subsidiaries and the Guarantor contained
in the Credit Agreement, in the other Loan Documents or in any document or
instrument delivered pursuant to or in connection with the Credit Agreement was
true as of the date as of which it was made and shall also be true at and as of
the Drawdown Date for the Loan requested hereby, with the same effect as if made
at and as of such Drawdown Date (except to the extent of changes resulting from
transactions contemplated or permitted by the Credit Agreement and the other
Loan Documents and changes occurring in the ordinary course of business that
singly or in the aggregate are not materially adverse, and except to the extent
that such representations and warranties relate expressly to an earlier date)
and no Default or Event of Default has occurred and is continuing.

     6.   OTHER CONDITIONS.  All other conditions to the making of the Loan 
requested hereby set forth in Section 11 of the Credit Agreement have been 
satisfied.  

     7.   DRAWDOWN DATE.  Except to the extent, if any, specified by notice
actually received by the Agent prior to the Drawdown Date specified above, the
foregoing representations and warranties shall be deemed to have been made by
the Borrower on and as of such Drawdown Date.

     8.   DEFINITIONS.  Terms defined in the Credit Agreement are used herein
with the meanings so defined.

<PAGE>

     IN WITNESS WHEREOF, I have hereunto set my hand this _____ day of
_______________, 199__.


                                       MERIDIAN INDUSTRIAL TRUST, INC., 
                                       a Maryland corporation


                                       By: ____________________________[SEAL]
                                           Title: _____________________







The undersigned Authorized Officer of the Guarantor joins in the execution 
hereof to certify that since the date of the last Compliance Certificate 
delivered pursuant to the Credit Agreement, there have been no material 
changes that could cause a Default or Event of Default to occur after giving 
effect to the making of the Loan requested hereby.

                                       ___________________________________,
                                       a __________________________________


                                       By:_________________________________
                                          Name:
                                          Title:

                                        [CORPORATE SEAL]

<PAGE>

                                   EXHIBIT C

                      FORM OF LETTER OF CREDIT REQUEST


The First National Bank of Boston  
700 N. Pearl, Suite 1840
Dallas, Texas 75201
Attn: Helen H. Delph, Vice President
(214) 871-7328 (FAX)

Texas Commerce Bank National Association
717 Travis, 7th Floor-South
Real Estate Department
Houston, Texas  77002
Attn: Catherine A. Arnold
(713) 216-2713 (FAX)

NationsBank of Texas, N.A.
Real Estate Banking Group
901 Main Street, 51st Plaza
Dallas, Texas  75202-3714
Attn: Julie Wallis 
(214) 508-0085 (FAX)

Ladies and Gentlemen:

     Pursuant to the provisions of Section 2.9 of the First Amended and 
Restated Revolving Credit Agreement dated March ___, 1996, as from time to 
time in effect (the "Credit Agreement"), among Meridian Industrial Trust, 
Inc. (the "Borrower"), the First National Bank of Boston, for itself and as 
Agent and the other Banks from time to time party thereto, the Borrower 
hereby requests and certifies as follows:

     1.  LETTER OF CREDIT.  The Borrower hereby requests a Letter of Credit to
be issued under Section 2.9 of the Credit Agreement:

          Principal Amount:  $

          Beneficiary:

     2.  USE OF PROCEEDS.  Such Letter of Credit shall be used for the 
following purposes permitted by Section 2.9 and Section 7.11 of the Credit 
Agreement:

<PAGE>

                                [Describe]
    3.   NO DEFAULT.  The undersigned Authorized Officer of the Borrower 
certifies that the Borrower is and will be in compliance with all covenants 
under the Loan Documents after giving effect to the making of the Loan 
requested hereby.  

    4.   UNENCUMBERED OPERATING PROPERTIES.  The undersigned Authorized 
Officer of the Borrower certifies that the Borrower is and will be in 
compliance with Section 9.4 of the Credit Agreement after giving effect to the
making of the Loan requested hereby.  Attached hereto as SCHEDULE A is a list 
of each of the Unencumbered Operating Properties, their location, the year in 
which each property was built, the Gross Rentable Area in each such property, 
the Asset Value of each such property, the average occupancy for each of the 
Unencumbered Operating Properties for the last two (2) fiscal quarters and 
the average occupancy for such period for all of the Unencumbered Operating 
Properties, the Net Operating Income and Operating Cash Flow for each of the 
Unencumbered Operating Properties, and calculations evidencing the Borrower's 
compliance with Section 9.4.

    5.   REPRESENTATIONS TRUE.  Each of the representations and warranties 
made by or on behalf of the Borrower and its Subsidiaries and the Guarantor 
contained in the Credit Agreement, in the other Loan Documents or in any 
document or instrument delivered pursuant to or in connection with the Credit 
Agreement was true as of the date as of which it was made and shall also be 
true at and as of the Drawdown Date for the Loan requested hereby, with the 
same effect as if made at and as of such Drawdown Date (except to the extent 
of changes resulting from transactions contemplated or permitted by the 
Credit Agreement and the other Loan Documents and changes occurring in the 
ordinary course of business that singly or in the aggregate are not 
materially adverse, and except to the extent that such representations and 
warranties relate expressly to an earlier date) and no Default or Event of 
Default has occurred and is continuing.

    6.   OTHER CONDITIONS.  All other conditions to the making of the Loan 
requested hereby set forth in Section 11 of the Credit Agreement have been 
satisfied.

    7.   DRAWDOWN DATE.  Except to the extent, if any, specified by notice 
actually received by the Agent prior to the Drawdown Date specified above, 
the foregoing representations and warranties shall be deemed to have been 
made by the Borrower on and as of such Drawdown Date.

    8.   DEFINITIONS.  Terms defined in the Credit Agreement are used herein 
with the meanings so defined.



<PAGE>

    IN WITNESS WHEREOF, I have hereunto set my hand this _____ day of
_______________, 199__.


                       MERIDIAN INDUSTRIAL TRUST, INC., a Maryland corporation

                              By: ________________________________[SEAL]
                           Title: ________________________________





The undersigned Authorized Officer of the Guarantor joins in the execution 
hereof to certify that since the date of the last Compliance Certificate 
delivered pursuant to the Credit Agreement, there have been no material 
changes that could cause a Default or Event of Default to occur after giving 
effect to the making of the Loan requested hereby.

                              ___________________________________,
                              a _________________________________


                              By: _________________________________
                                  Name:
                                  Title:

                                        [CORPORATE SEAL]



<PAGE>

                                       EXHIBIT D

                                        FORM OF
                                 COMPLIANCE CERTIFICATE


The First National Bank of Boston, 
for itself and as Agent 
700 N. Pearl, Suite 1840
Dallas, Texas 75201
Attn: Helen H. Delph
(214) 871-7328 (FAX)

Texas Commerce Bank National Association
717 Travis, 7th Floor-South
Real Estate Department
Houston, Texas  77002
Attn: Catherine A. Arnold
(713) 216-7713 (FAX)

NationsBank of Texas, N.A.
Real Estate Banking Group
901 Main Street, 51st Plaza
Dallas, Texas  75202-3714
Attn: Julie Wallis
(214) 508-0085 (FAX)

Ladies and Gentlemen:

     Reference is made to the First Amended and Restated Revolving Credit 
Agreement dated March __, 1996 (the "Credit Agreement") by and among Meridian 
Industrial Trust, Inc. (the "Borrower"), The First National Bank of Boston, 
for itself and as Agent, and the other Banks from time to time party thereto. 
 Terms defined in the Credit Agreement and not otherwise defined herein are 
used herein as defined in the Credit Agreement.

     Pursuant to the Credit Agreement, the Borrower and the Guarantor are 
furnishing to you herewith (or has most recently furnished to you) the 
financial statements of the Borrower and its Subsidiaries and the Guarantor 
for the fiscal period ended _______________, 199__ (the "Balance Sheet 
Date").  Such financial statements have been prepared in accordance with 
generally accepted accounting principles and present fairly the financial 
position of the Borrower and its Subsidiaries and the Guarantor covered 
thereby at the date thereof and the results of their operations for the 
periods covered thereby, subject in the case of interim statements only to 
normal year-end audit adjustments.



<PAGE>

     This certificate is submitted in compliance with requirements of Section 
7.4(e), Section 7.5(d) and Section 10.10 of the Credit Agreement.  If this 
certificate is provided under a provision other than Section 7.4(e), the 
calculations provided below are made using the financial statements of the 
Borrower and its Subsidiaries and the Guarantor as of the Balance Sheet Date 
adjusted in the best good-faith estimate of the Borrower and the Guarantor to 
give effect to the making of a Loan, extension of the Maturity Date, 
acquisition or disposition of property or other event that occasions the 
preparation of this certificate; and the nature of such event and the 
Borrower's and the Guarantor's  estimate of its effects are set forth in 
reasonable detail in an attachment hereto.  The undersigned officers of the 
Borrower and the Guarantor are Authorized Officers of the Borrower and the 
Guarantor .

     The undersigned Authorized Officers have caused the provisions of the
Credit Agreement and the Guaranty to be reviewed and have no knowledge of any
Default or Event of Default. (Note: If the signer does have knowledge of any
Default or Event of Default, the form of certificate should be revised to
specify the Default or Event of Default, the nature thereof and the actions
taken, being taken or proposed to be taken by the Borrower and the Guarantor
with respect thereto.)

     The Borrower and the Guarantor are providing the following information to
demonstrate compliance as of the date hereof with the following covenants (to
the extent the Certificate requests a ratio for the previous three quarters and
three quarters have not elapsed since the Closing Date, the Borrower should
specify only such ratios as are then available):

1.   Section 7.5(d).  TRANSFERS AND ENCUMBRANCES.

     Describe sales, encumbrances, refinances 
     and other transfers referred to in Section 7.5(d).

2.   Section 7.15.    UNENCUMBERED OPERATING PROPERTIES.

     A.   Value of Industrial Properties     

          1.   Total Asset Value of 
               Unencumbered Operating
               Properties constituting
               industrial properties                               $___________

          2.   Total Asset Value of all
               Unencumbered Operating 
               Properties (after one-time
               market adjustment of $______)                       $___________



<PAGE>

               Ratio of A.1 to A.2                                 ___________%
               (shall be at least 70%;
               75% after the first anniversary
               of the Closing Date)

               Ratio for previous three
               quarters
               __________, __________, __________

      B.   Geographic Distribution

           1.  Attach schedules for each
               metropolitan area showing 
               total Asset Value for each
               such area                                            $___________

           2.  Total Asset Value of
               all Unencumbered Operating
               Properties (after one-time
               market adjustment)                                   $___________

               Ratio of B.1 to B.2                                  ___________%
               (shall not exceed 20%;
               30% for Memphis, Tenn.)

               Ratio for previous three 
               quarters
               __________, __________, ___________
               

      C.   Leases

           1.   Economic Leases

                (a) Total Gross Rentable Area 
                    of Unencumbered Operating
                    Properties subject to Leases
                    paying rent                                       __________

                (b) Total Gross Rentable Area 
                    of Unencumbered Operating 
                    Properties                                        __________

                Ratio of C.1(a) to C.1(b)                             _________%



<PAGE>

               (shall be at least 85%)
               Ratio for previous three quarters
               __________, __________, ___________

           2.   All Leases

               (a)  Total Gross Rentable Area 
                    of Unencumbered Operating 
                    Properties subject to Leases
                    in which tenants are in occupancy                 __________

               (b)  Total Gross Rentable Area
                    of Unencumbered Operating    
                    Properties                                        __________

               Ratio of C.2(a) to C.2(b)                              _________%
               (shall be at least 77%)
               
               Ratio for previous three quarters      
               __________, __________, __________


          3.   Tenants

               (a)  Total Gross Cash Receipts
                    generated by Unencumbered
                    Operating Properties                             $__________

               (b)  Does any single tenant
                    account for more than 7% of
                    C.3(a) (10% if S&P rating of
                    BBB- or better)?                                  __________

               List top five tenant with respect to
               Gross Cash Receipts

3.   Section 8.1(f).  NON-RECOURSE INDEBTEDNESS.

    A.    Amount of Non-recourse Indebtedness
          pursuant to Section 8.1(f)                               $____________

          Amount may not exceed $20,000,000

<PAGE>

          The amount for the previous
          three quarters __________, __________, __________


4.   Section 8.7.  DISTRIBUTIONS.

     A.   Amount of Distributions for
          Quarter most recently ended                              $____________

     B.   Funds from Operations for
          Quarter most recently ended                              $____________
          
     C.   Cash Available for Distribution for
          Quarter most recently ended                              $____________
          
     D.   Minimum Distributions required 
          to maintain REIT status of the
          Borrower                                                  $___________

     E.   A is _______% of B 

     For the first quarter in which this 
     Compliance Certificate is submitted,
     A may not exceed the greater of
     (i) 95% of B or (ii) D; thereafter,
     A may not exceed the greater of (i)
     85% of B or (ii) D.     

     F.   A is ____% of C

     In 1996, A may not exceed the greater of 
     (a) 110% of C or (b) D; thereafter, A may
     not exceed the greater of (a) 100% of C
     or (b) D.

5.   Section 9.1.  LIABILITIES TO TANGIBLE NET WORTH RATIO.

     A.   Consolidated Total Liabilities 
          per balance sheet                                        $____________

     B.   Consolidated Tangible Net Worth                          $____________

     Ratio of A to B                                                ____________

<PAGE>

     Ratio of A to B may not exceed 0.75 to 1.

     The ratio of A to B for the 
     previous three quarters __________, __________, __________

6.   Section 9.2.  DEBT COVERAGE.

     A.   Funds from Operations

          Consolidated Net Income for
          most recent quarter                                      $____________

          Plus depreciation and amortization                       $____________

          Plus expensed interest                                   $____________

          Plus amortized portion of                                $____________
          Initial Loan Fees

          Subtotal for most recent quarter                          $___________

          Funds from Operations 
          for three prior quarters:

          Quarter ended __________                                  $___________

          Quarter ended __________                                  $___________

          Quarter ended __________                                  $___________

          Total                                                     $___________

     B.   Debt Service for four prior
          quarters

          Principal Paid                                            $___________

          Interest Paid                                             $___________

          Total                                                     $___________

     A divided by B (expressed as a percentage)                      __________%

<PAGE>

     A must equal or exceed 250% of B.

     Coverage for previous 
     three quarters __________, __________, __________

7.   Section 9.3.  FIXED CHARGE COVERAGE.
    A.    Cash Available for Distribution    

          Funds from Operations for 
          quarter ending ________                                    $__________

          Minus Capital Improvement Reserve                          $__________
          ($0.15 x Total Gross Rentable Area)

          Minus actual tenant improvements and
          leasing commissions     
          (attach itemization)                                       $__________

          Plus expensed interest                                     $__________

          Subtotal for most recent quarter                           $__________

          Cash Available for Distribution   
          for three prior quarters:

          Quarter ended __________                                   $__________

          Quarter ended __________                                   $__________
     
          Quarter ended __________                                   $__________

          Total                                                      $__________

    B.    Debt Service for four prior
          quarters

          Principal Paid                                             $__________

          Interest Paid                                              $__________

          Total                                                      $__________

<PAGE>

     A divided by B (expressed as a percentage)
     A must equal or exceed 175% of total of B.

8.    Section 9.4.  BORROWING BASE.   (Attach separate
                                      worksheet for
                                      each Unencumbered Operating 
                                      Property)

    A.    Aggregate of all Borrowing Bases
          (per attached worksheet)                                   $__________

    B.    Total Outstanding principal
          balance of Loans (after giving
          effect to any Loan Request) and    
          Outstanding Letters of Credit                              $__________

     B may not exceed A.

9.   Section 9.5.  TANGIBLE NET WORTH

     Consolidated Tangible Net Worth

    A.    Consolidated Total Assets per 
          balance sheet                                              $__________

          One-time market adjustment                                 $__________

          Consolidated Total Assets after
          one-time market adjustment                                 $__________

          Minus Consolidated Total
          Liabilities per balance sheet                              $__________

          Minus aggregate book value of
          intangible assets                                          $__________

          Minus asset write-up amounts,
          if any                                                     $__________

          Total                                                      $__________

Consolidated Tangible Net Worth may not be less 
than $155,000,000.00 plus the amount of any net 
proceeds received from any Equity Offering subsequent 

<PAGE>

     to March 1, 1996.

10.   REAL ESTATE ASSETS

      A.   Section 9.6(A).  Partnerships/Joint Ventures

          1.   Total Asset Value of Borrower's
               partnership and joint venture 
               interests (excluding Subsidiaries
               that are 100% owned, directly or
               indirectly by Borrower)                               $__________

          2.   Total Asset Value of all 
               Unencumbered Operating Properties
               (after one-time market adjustment
               of $____________)                                     $__________

     A.1 may not exceed 10% of A.2

       B.   Section 9.7(B).  Land

          1.   Total Asset Value of Borrower's 
               non-income producing land assets                      $__________

          2.   Total Asset Value of all Unencumbered
               Operating Properties (after one-time
               market adjustment)                                    $__________

     B.1 may not exceed 3% of B.2

    C.    Section 8.9.  Development

          1.   Total Asset Value of Borrower's 
               Real Estate under development                         $__________

          2.   Total Asset Value of all Unencumbered
               Operating Properties (after one-time
               market adjustment of $____________)                   $__________

     C.1 may not exceed 10% of C.2

<PAGE>

     IN WITNESS WHEREOF, we have hereunto set our hands this ___ day of
_______________________, 199__.


                         MERIDIAN INDUSTRIAL TRUST, INC., a Maryland corporation

                         By: ________________________________[SEAL]
                      Title: ________________________________



                         DFW NINE, A CALIFORNIA LIMITED PARTNERSHIP, 
                         a California limited partnership

                         By:______________________________,
                            a California corporation


                         By:_______________________________
                      Title:_______________________________

                                    [CORPORATE SEAL]

<PAGE>

                              BORROWING BASE WORKSHEET

     Prepare spread sheet showing following information for all Unencumbered
Operating Properties:

A.    Asset Value

      1.    Asset Value of Unencumbered   
            Operating Property

      2.    50% of (1)     


B.    Net Operating Income

      1.    Gross Cash Receipts

            (a)   Gross Cash Receipts of
                  Unencumbered Operating
                  Property for quarter      
                  ending ________           
                  [Attach worksheet in form 
                  and substance satisfactory
                  to the Agent]             
 
            (b)   Gross Cash Receipts of
                  Unencumbered Operating 
                  Property for prior quarters:

                  Quarter ended __________     

                  Quarter ended __________     

                  Quarter ended __________     

            Total Gross Cash Receipts    

      2.    Operating Expenses

            (a)   Operating Expenses of Unencumbered
                  Operating Property for quarter
                  ending __________  
<PAGE>




                                           
 

            (b)   Operating Expenses of Unencumbered
                  Operating Property for prior 
                  quarters 

                  Quarter ended ___________    

                  Quarter ended ___________    

                  Quarter ended ___________    


      3.    Net Operating Income

            (a)   Total Gross Cash Receipts minus
                  Total Operating Expenses

            (b)   Capital Improvement Reserve of
                  $0.15 multiplied by Gross Rentable
                  Area of Unencumbered Operating
                  Property

            Total Net Operating Income equals
            3(a) minus 3(b)    

      4.    Divide total on line 3 by 10.5%
            if Initial Unencumbered Operating 
            Property or after acquired Unencumbered
            Operating Property which does not
            constitute a Qualifying Property (see 5)

      5.    Divide total on line 3 by 9.75% if
            Qualifying Property
          
            Test for Qualifying Property

            (a)   Age
                  (Must not exceed 12 years)   

            (b)   Gross Rentable Area
                  (Must not be less than 50,000 s.f.)    

            (c)   Use
                  (Must be non-specialized)    

                                       2
<PAGE>
            (d)   Must meet 2 of the following 3
                  requirements

                  (1)    s.f. of finished out air
                         conditioned office space
                         (Must not exceed 20% of
                         total Gross Rentable Area)  

                  (2)    ceiling clearance height
                         (must not be less than  22 feet)  

                  (3)    average Gross Rentable Area
                         covered by each Lease (must
                         not be less than 20,000 s.f.)     

C.    Debt Service Test

      1.    Gross Cash Receipts (See B.1. above)

      2.    Operating Expenses (See B.2 above)

      3.    Net Operating Income (See B.3 above)

      4.    Divide total on line 3 by 1.75

      5.    Divide total on line 4 by 12

      6.    Constant based on 10 year Treasury
            Obligations (yield supplied by Agent)
            + 2.0% and 25 year mortgage style
            amortization

      7.    Total on line 5 divided by constant
            on line 6, which total is
            multiplied by 12, equals Debt Service
            Coverage Amount    

D.    Lesser of A, B and C is the Borrowing Base for
      an Unencumbered Operating Property     

                                       3
<PAGE>






                                  SCHEDULE 1


                             BANKS AND COMMITMENTS

NAME AND ADDRESS                COMMITMENT          COMMITMENT PERCENTAGE
----------------                ----------          ---------------------

The First National Bank of      $25,000,000.00      33.333%
   Boston
100 Federal Street
Boston, Massachusetts 02110
Attn.:  Real Estate Division

Eurodollar Lending Office
  Same as above


Texas Commerce Bank             $25,000,000.00      33.333%
  National Association
717 Travis, 7th Floor-South
Real Estate Department
Houston, Texas 77002    
Attn.: Catherine A. Arnold,
   Senior Vice President

Eurodollar Lending Office
  Same as above


NationsBank of Texas, N.A.      $25,000,000.00      33.333%
Real Estate Banking Group
901 Main Street, 51st Plaza
Dallas, Texas 75202-3714 
Attn.: Julie Wallis

Eurodollar Lending Office
  Same as above
                                ______________
       Total Commitment         $75,000,000.00



Commitment Percentages may not equal 100% due to rounding.
<PAGE>




                                    SCHEDULE 2

                     INITIAL UNENCUMBERED OPERATING PROPERTIES 

NAME                                 OWNER
-------------------------            -------------------------

4000 Air Park Cove                   Guarantor
Airport Building #3                  Guarantor
Airport Building #14                 Guarantor
Airport Building #16A                Guarantor
Airport Building #16B                Guarantor
Airport Building #17                 Guarantor
El Dorado/Roeser                     Borrower
Chatsworth                           Borrower
Scripps Ranch                        Borrower
Bedford Park                         Guarantor
Palisades I & II                     Guarantor
Northgate 4 & 5                      Guarantor
Northgate 28                         Guarantor
Las Colinas 4 & 5                    Guarantor
Valley Branch I & II                 Guarantor
Beltline                             Guarantor
Great Southwest 4                    Guarantor
Olive Branch (expansion)             Borrower
1550 Heil Quaker                     Guarantor
1600 Corporate Place                 Guarantor
Hennessey Warehouse                  Guarantor
4013 Premier                         Guarantor
Live Oak Parkway                     Borrower
Park Ten Center                      Borrower
4030 Phoenix Plaza                   Borrower
Phoenix Deer Valley                  Borrower
Phoenix N. 23rd                      Borrower
Phoenix N. 27th                      Borrower
Phoenix Plaza One                    Borrower
Phoenix Plaza Two                    Borrower
Phoenix Plaza Three                  Borrower
Phoenix W. Weldon                    Borrower
Phoenix W. Fairmont                  Borrower
Cypress B                            Borrower
Moorpark                             Borrower
Golden Cove                          Borrower
Nancy Ridge Two                      Borrower
North Irvine                         Borrower
Regal Empress                        Guarantor
Las Colinas I                        Guarantor
San Carlos                           Borrower
Meridian Village                     Borrower

                                       
<PAGE>
                                    SCHEDULE 3


                        ADJUSTED ASSET VALUE OF REAL ESTATE
<PAGE>

                      SUMMARY OF MARKET AND BOOK VALUES 

<TABLE>
<CAPTION>
                                                               PRELIMINARY
                                                    MARKET        BOOK 
     PROPERTY             CITY           STATE      VALUE         VALUE      ADJUSTMENT  % VAR
-----------------------------------------------------------------------------------------------
<S>                     <C>                <C>  <C>            <C>          <C>           <C>
UNSECURED                              
Beltline                Carrollton         TX     1,938,673     1,617,016      321,657    16.6%
Great Southwest 4       Arlington          TX     1,850,865     1,543,777      307,088    16.6%
Las Colinas 1           Irving             TX       947,757       790,509      157,248    16.6%
Las Colinas 4 & 5       Irving             TX     2,339,746     1,951,544      388,202    16.6%
Northgate 28            Dallas             TX     1,115,582       930,489      185,093    16.6%
Northgate 4 & 5         Dallas             TX     1,983,176     1,654,135      329,041    16.6%
Palisades I & II        Plano              TX     2,806,973     2,341,251      465,722    16.6%
Regal Empress           Dallas             TX     2,095,450     1,747,781      347,669    16.6%
Valley Branch I & II    Farmers Branch     TX     2,340,401     1,952,091      388,310    16.6%

Total Dallas                                     17,418,623    14,528,593    2,890,030    16.6%
                                               ---------------------------------------

Live Oak Parkway        Norcross           GA     4,165,000     3,473,959      691,041    16.6%
4000 Air Park Cove      Memphis            TN     1,886,000     1,573,082      312,918    16.6%
4013 Premier            Memphis            TN     2,071,000     1,727,388      343,612    16.6%
Airport Building #14    Memphis            TN     2,907,000     2,616,048      290,952    10.0%
Airport Building #16A   Memphis            TN     1,541,797     1,387,483      154,314    10.0%
Airport Building #16B   Memphis            TN       493,000       443,657       49,343    10.0%
Airport Building #17    Memphis            TN     2,281,325     2,052,994      228,331    10.0%
Airport Building #3     Memphis            TN     1,120,000     1,007,903      112,097    10.0%
Olive Branch            Olive Branch       MS     8,500,000     6,700,000    1,800,000    21.2%
(expansion)                             
1550 Heil Quaker        La Vergne          TN     4,150,000     3,461,448      688,552    16.6%
1600 Corporate Place    La Vergne          TN     1,700,000     1,417,943      282,057    16.6%
Hennessy Warehouse      La Vergne          TN     1,680,000     1,401,261      278,739    16.6%

Total Mid South                                  32,495,122    27,263,166    5,231,956    16.1%
                                               ---------------------------------------

Bedford Park            Bedford            IL     3,615,000     3,015,213      599,787    16.6%

Total Midwest                                     3,615,000     3,015,213      599,787    16.6%
                                               ---------------------------------------



<PAGE>

<S>                     <C>                <C>  <C>            <C>          <C>           <C>
Meridian Village        Bellingham         WA     7,500,000     6,255,629    1,244,371    16.6%
San Carlos              San Carlos         CA     9,264,879     7,727,686    1,537,193    16.6%

Total Northwest                                  16,764,879    13,983,315    2,781,564    16.6%
                                               ---------------------------------------
4030 Phoenix Plaza      Phoenix            AZ       156,328       130,391       25,937    16.6%
El Dorado/Roeser        Phoenix            AZ     2,476,525     2,228,658      247,867    10.0%
Park Ten Center         Chandler           AZ     1,209,888     1,009,148      200,740    16.6%
Phoenix Deer Valley     Phoenix            AZ       374,858       312,663       62,195    16.6%
Phoenix N. 23rd         Phoenix            AZ       677,240       564,875      112,365    16.6%
Phoenix N. 27th         Phoenix            AZ     1,006,540       839,539      167,001    16.6%
Phoenix Plaza One       Phoenix            AZ       918,000       765,689      152,311    16.6%
Phoenix Plaza Three     Phoenix            AZ     1,891,000     1,577,253      313,747    16.6%
Phoenix Plaza Two       Phoenix            AZ     1,168,000       974,210      193,790    16.6%
Phoenix W. Fairmont     Phoenix            AZ       250,000       208,521       41,479    16.6%
Phoenix W. Weldon       Phoenix            AZ        55,557        46,339        9,218    16.6%

Total Phoenix                                    10,183,936     8,657,286    1,526,650    15.0%
                                               ---------------------------------------
Chatsworth              Chatsworth         CA     3,000,000     2,502,252      497,748    16.6%
Cypress B               Cypress            CA     3,500,000     2,919,294      580,706    16.6%
Golden Cove             Palos Verdes       CA     5,291,216     4,761,635      529,581    10.0%
Moorpark                Moorpark           CA     5,064,813     4,224,479      840,334    16.6%
Nancy Ridge Two         San Diego          CA       328,595       274,076       54,519    16.6%
North Irvine            Santa Ana          CA     2,902,507     2,612,004      290,503    10.0%
Scripps Ranch           San Diego          CA    10,124,996     9,111,617    1,013,379    10.0%
                                               ---------------------------------------

Total Southern California                        30,212,127    26,405,357    3,806,770    12.6%
                                               ---------------------------------------

Total Unsecured                                 110,689,687    93,852,930   16,836,757    15.2%
                                               ---------------------------------------



<PAGE>

<S>                     <C>                <C>  <C>            <C>          <C>           <C>
PRUDENTIAL                             
Centreport 17           Fort Worth         TX     2,147,569     1,791,253      356,316    16.6%
Great Southwest 110     Arlington          TX     3,320,682     2,769,727      550,955    16.6%
Northgate International Garland            TX     8,536,000     7,119,740    1,416,260    16.6%
Regal Row 201           Dallas             TX     1,400,000     1,167,717      232,283    16.6%
Valwood 20              Farmers Branch     TX     3,637,067     3,033,619      603,448    16.6%
Wildwood/Pioneer        Irving             TX     5,665,000     4,725,085      939,915    16.6%

Total Dallas                                     24,706,318    20,607,141    4,099,177    16.6%
                                               ---------------------------------------

Marietta Trade Ctr      Marietta           GA    22,242,000    18,551,694    3,690,306    16.6%
Birmingham I            Birmingham         AL     1,752,000     1,461,315      290,685    16.6%
Birmingham II           Birmingham         AL     1,620,000     1,351,216      268,784    16.6%
8215 Building           Madison            AL       639,000       532,980      106,020    16.6%
Progress I & II         Huntsville         AL     3,672,000     3,062,756      609,244    16.6%
Baxter                  Little Rock        AR     1,500,000     1,251,126      248,874    16.6%
Port Distribution       Little Rock        AR     3,670,000     3,061,088      608,912    16.6%
Delp Distribution       Memphis            TN     8,100,000     6,756,080    1,343,920    16.6%
Olive Branch            Olive Branch       MS    11,520,000     9,608,647    1,911,353    16.6%
Willow Lake             Memphis            TN     4,661,000     3,887,665      773,335    16.6%                             

Total Mid South                                  59,376,000    49,524,567    9,851,433    16.6%
                                               ---------------------------------------

1000 Lunt               Elk Grove          IL     2,915,000     2,431,355      483,645    16.6%
1090 Pratt              Elk Grove          IL       737,000       614,720      122,280    16.6%
1100 Pratt              Elk Grove          IL     1,027,000       856,604      170,396    16.6%
1180 Pratt              Elk Grove          IL       633,000       527,975      105,025    16.6%
1201 Busse              Elk Grove          IL       469,000       391,185       77,815    16.6%
17025 Wallace           South Holland      IL     2,101,000     1,752,410      348,590    16.6%
17129 Wallace           South Holland      IL     1,974,000     1,646,482      327,518    16.6%
1815 Landmeier          Elk Grove          IL     2,039,000     1,700,697      338,303    16.6%
2375 Touhy Ave          Elk Grove Village  IL     1,339,000     1,116,838      222,162    16.6%



<PAGE>

<S>                     <C>                <C>  <C>            <C>          <C>           <C>
3400 West Lake          Glenview           IL     3,031,000     2,528,108      502,892    16.6%
5101 W. 122nd Street    Alsip              IL     3,100,000     2,585,660      514,340    16.6%
700 Pratt               Elk Grove          IL     2,118,000     1,766,590      351,410    16.6%
801 Lunt                Elk Grove          IL       998,000       832,416      165,584    16.6%
900 Pratt               Elk Grove          IL       895,000       746,505      148,495    16.6%
Lombard I               Lombard            IL     6,369,000     5,312,280    1,056,720    16.6%
Pontiac                 Pontiac            MI     3,057,000     2,549,794      507,206    16.6%
Troy Tech II            Troy               MI     7,804,000     6,509,191    1,294,809    16.6%

Total Midwest                                    40,606,000    33,868,810    6,737,190    16.6%
                                               ---------------------------------------

Park At  Woodinville    Woodinville        WA    13,759,608    11,476,667    2,282,941    16.6%
Seatac Village          Federal Way        WA    10,700,000     8,924,698    1,775,302    16.6%

Total Northwest                                  24,459,608    20,401,365    4,058,243    16.6%
                                               ---------------------------------------

Cypress A               Cypress            CA     1,826,136     1,523,151      302,985    16.6%
Cypress C               Cypress            CA     1,897,734     1,582,869      314,865    16.6%
Valencia                Valencia           CA     5,854,526     4,883,166      971,360    16.6%

Total Southern California                         9,578,396     7,989,186    1,589,210    16.6%
                                               ---------------------------------------

Total Prudential                                158,726,322   132,391,069   26,335,253    16.6%
                                               ---------------------------------------

Total for All Assets                            269,416,009   226,243,999   43,172,010    16.0%
                                               ---------------------------------------
                                               ---------------------------------------
</TABLE>

<PAGE>

                                   SCHEDULE 6.3


                            TITLE TO PROPERTIES; LEASES

NONE.

<PAGE>

                                   SCHEDULE 6.7


                                    LITIGATION


NONE.

<PAGE>

                                   SCHEDULE 6.19

                           SUBSIDIARIES OF THE BORROWER

    THE BORROWER HAS A 100% OWNERSHIP INTEREST (DIRECTLY OR INDIRECTLY) IN THE
    FOLLOWING ENTITIES:

1.       DFW Nine, A California Limited Partnership, a California limited
         partnership; 

2.       Progress Center/Alabama Limited Partnership, a California limited
         partnership;

3.       6834 Limited Partnership, an Illinois limited partnership (to be 
         dissolved after consolidation);

4.       IndTennCo Limited Partnership, a California limited partnership 
         (to be merged into (2) and dissolved after consolidation);

5.       Metro- Sierra Limited Partnership, a California limited partnership 
         (to be merged into (2) and dissolved after consolidation);

6.       Dallas Nine Corp., a Nevada corporation (to be merged into (8) after
         consolidation);

7.       Metroplex Co., a Nevada corporation (to be merged into (8) after
         consolidation);

8.       Metroplex Co., a California corporation (general partner of (1) after
         consolidation);

9.       6834 Corporation, an Illinois corporation (general partner of (3); to 
         be dissolved after consolidation);

10.      Mem-Ind Corporation, a Nevada corporation (general partner of (4); to 
         be dissolved after consolidation); 

11.      Texmet Corporation, a California corporation (general partner of (5);
         to be dissolved after consolidation);  and

12.      Pro-Sierra Corporation, a California corporation (general partner
         of (2)).


    THE BORROWER'S OWNERSHIP IN THE FOLLOWING ENTITIES IS AS SHOWN:

1.       Sierra Capital/Cherry Hill Associates, Ltd., a California limited 
         partnership (a dormant shell); 75% general partner interest;

2.       Sierra Capital/Greentree Limited Partnership, a California limited 
         partnership (a dormant shell); 99% general partner interest;
         and

3.       Sierra Ridglea Associates, Ltd., a Texas limited partnership (a dormant
         shell); Borrower - 70% limited partner interest; Guarantor - 5% general
         partner interest.