<PAGE>


                           SECOND AMENDED AND RESTATED
                           REVOLVING CREDIT AGREEMENT

                              DATED APRIL 21, 1997

                                      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 . . . . . . . . . . . 1
          Section 1.1.  Definitions. . . . . . . . . . . . . . . . . . . . . . 1
          Section 1.2.  Rules of Interpretation. . . . . . . . . . . . . . . .19

     Section 2.  THE REVOLVING CREDIT FACILITY . . . . . . . . . . . . . . . .20
          Section 2.1.  Commitment to Lend . . . . . . . . . . . . . . . . . .20
          Section 2.2.  Facility Fee . . . . . . . . . . . . . . . . . . . . .20
          Section 2.3.  Intentionally Omitted. . . . . . . . . . . . . . . . .21
          Section 2.4.  Notes. . . . . . . . . . . . . . . . . . . . . . . . .21
          Section 2.5.  Interest on Loans. . . . . . . . . . . . . . . . . . .21
          Section 2.6.  Requests for Loans . . . . . . . . . . . . . . . . . .22
          Section 2.7.  Funds for Loans. . . . . . . . . . . . . . . . . . . .23
          Section 2.8.  Extension of Maturity Date . . . . . . . . . . . . . .23
          Section 2.9.  Letters of Credit. . . . . . . . . . . . . . . . . . .24

     Section 3.  REPAYMENT OF THE LOANS. . . . . . . . . . . . . . . . . . . .26
          Section 3.1.  Stated Maturity. . . . . . . . . . . . . . . . . . . .26
          Section 3.2.  Mandatory Prepayments. . . . . . . . . . . . . . . . .27
          Section 3.3.  Optional Prepayments . . . . . . . . . . . . . . . . .27
          Section 3.4.  Partial Prepayments. . . . . . . . . . . . . . . . . .27
          Section 3.5.  Effect of Prepayments. . . . . . . . . . . . . . . . .27
          Section 3.6.  Proceeds from Debt Offering and Equity Offering. . . .27

     Section 4.  CERTAIN GENERAL PROVISIONS. . . . . . . . . . . . . . . . . .27
          Section 4.1.  Conversion Options . . . . . . . . . . . . . . . . . .27
          Section 4.2.  Commitment Fee . . . . . . . . . . . . . . . . . . . .28
          Section 4.3.  Agent's Fee . . . . . . . . . . . . . . . . . . . . ..28
          Section 4.4.  Funds for Payments . . . . . . . . . . . . . . . . . .28
          Section 4.5.  Computations . . . . . . . . . . . . . . . . . . . . .30
          Section 4.6.  Inability to Determine Eurodollar Rate . . . . . . . .30
          Section 4.7.  Illegality . . . . . . . . . . . . . . . . . . . . . .30
          Section 4.8.  Additional Interest. . . . . . . . . . . . . . . . . .30
          Section 4.9.  Additional Costs, Etc. . . . . . . . . . . . . . . . .31
          Section 4.10. Capital Adequacy . . . . . . . . . . . . . . . . . . .32
          Section 4.11. Indemnity of Borrower. . . . . . . . . . . . . . . . .32
          Section 4.12. Interest on Overdue Amounts; Late Charge . . . . . . .33
          Section 4.13. Certificate. . . . . . . . . . . . . . . . . . . . . .33
          Section 4.14. Limitation on Interest . . . . . . . . . . . . . . . .33

     Section 5.  SECURITY. . . . . . . . . . . . . . . . . . . . . . . . . . .33


                                       i

<PAGE>

     Section 6.  REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . . .33
          Section 6.1.  Corporate Authority, Etc.. . . . . . . . . . . . . . .34
          Section 6.2.  Governmental Approvals . . . . . . . . . . . . . . . .34
          Section 6.3.  Title to Properties; Leases. . . . . . . . . . . . . .35
          Section 6.4.  Financial Statements . . . . . . . . . . . . . . . . .35
          Section 6.5.  No Material Changes. . . . . . . . . . . . . . . . . .36
          Section 6.6.  Franchises, Patents, Copyrights, Etc.. . . . . . . . .36
          Section 6.7.  Litigation . . . . . . . . . . . . . . . . . . . . . .36
          Section 6.8.  No Materially Adverse Contracts, Etc.. . . . . . . . .36
          Section 6.9.  Compliance with Other Instruments, Laws, Etc.. . . . .36
          Section 6.10. Tax Status . . . . . . . . . . . . . . . . . . . . . .37
          Section 6.11. No Event of Default. . . . . . . . . . . . . . . . . .37
          Section 6.12. Holding Company and Investment Company Acts. . . . . .37
          Section 6.13. Absence of UCC Financing Statements, Etc . . . . . . .37
          Section 6.14. Intentionally Omitted. . . . . . . . . . . . . . . . .37
          Section 6.15. Certain Transactions . . . . . . . . . . . . . . . . .37
          Section 6.16. Employee Benefit Plans . . . . . . . . . . . . . . . .37
          Section 6.17. Regulations U and X. . . . . . . . . . . . . . . . . .38
          Section 6.18. Environmental Compliance . . . . . . . . . . . . . . .38
          Section 6.19. Subsidiaries . . . . . . . . . . . . . . . . . . . . .39
          Section 6.20. Minority Interests . . . . . . . . . . . . . . . . . .39
          Section 6.21. Loan Documents . . . . . . . . . . . . . . . . . . . .40
          Section 6.22. Property . . . . . . . . . . . . . . . . . . . . . . .40
          Section 6.23. Brokers. . . . . . . . . . . . . . . . . . . . . . . .40
          Section 6.24. Other Debt . . . . . . . . . . . . . . . . . . . . . .40
          Section 6.25. Solvency . . . . . . . . . . . . . . . . . . . . . . .41
          Section 6.26. Guarantor. . . . . . . . . . . . . . . . . . . . . . .41

     Section 7.  AFFIRMATIVE COVENANTS OF THE BORROWER . . . . . . . . . . . .41
          Section 7.1.  Punctual Payment . . . . . . . . . . . . . . . . . . .41
          Section 7.2.  Maintenance of Office. . . . . . . . . . . . . . . . .41
          Section 7.3.  Records and Accounts . . . . . . . . . . . . . . . . .41
          Section 7.4.  Financial Statements, Certificates and Information . .41
          Section 7.5.  Notices. . . . . . . . . . . . . . . . . . . . . . . .44
          Section 7.6.  Existence; Maintenance of Properties . . . . . . . . .45
          Section 7.7.  Insurance. . . . . . . . . . . . . . . . . . . . . . .46
          Section 7.8.  Taxes. . . . . . . . . . . . . . . . . . . . . . . . .46
          Section 7.9.  Inspection of Properties and Books . . . . . . . . . .46
          Section 7.10. Compliance with Laws, Contracts, Licenses, and
                        Permits. . . . . . . . . . . . . . . . . . . . . . . .46
          Section 7.11. Use of Proceeds. . . . . . . . . . . . . . . . . . . .47
          Section 7.12. Further Assurances . . . . . . . . . . . . . . . . . .47
          Section 7.13. REIT Status. . . . . . . . . . . . . . . . . . . . . .47


                                       ii

<PAGE>

          Section 7.14. Restrictions on Acquisitions . . . . . . . . . . . . .47
          Section 7.15. Unencumbered Operating Properties. . . . . . . . . . .48
          Section 7.16. Limiting Agreements. . . . . . . . . . . . . . . . . .49
          Section 7.17. Environmental and Engineering Inspections. . . . . . .49
          Section 7.18. Distribution of Income to the Borrower.. . . . . . . .50

     Section 8.  CERTAIN NEGATIVE COVENANTS OF THE BORROWER. . . . . . . . . .50
          Section 8.1.  Restrictions on Indebtedness . . . . . . . . . . . . .50
          Section 8.2.  Restrictions on Liens, Etc.. . . . . . . . . . . . . .52
          Section 8.3.  Restrictions on Investments. . . . . . . . . . . . . .53
          Section 8.4.  Merger, Consolidation. . . . . . . . . . . . . . . . .54
          Section 8.5.  Sale and Leaseback . . . . . . . . . . . . . . . . . .55
          Section 8.6.  Compliance with Environmental Laws . . . . . . . . . .55
          Section 8.7.  Distributions. . . . . . . . . . . . . . . . . . . . .56
          Section 8.8.  Asset Sales. . . . . . . . . . . . . . . . . . . . . .57
          Section 8.9.  Development Activity . . . . . . . . . . . . . . . . .57
          Section 8.10. Sources of Capital . . . . . . . . . . . . . . . . . .57
          Section 8.11. Restriction on Prepayment of Indebtedness. . . . . . .58

     Section 9.  FINANCIAL COVENANTS OF THE BORROWER . . . . . . . . . . . . .58
          Section 9.1.  Liabilities to Tangible Net Worth Ratio. . . . . . . .58
          Section 9.2.  Debt Coverage. . . . . . . . . . . . . . . . . . . . .58
          Section 9.3.  Fixed Charge Coverage. . . . . . . . . . . . . . . . .59
          Section 9.4.  Borrowing Base . . . . . . . . . . . . . . . . . . . .59
          Section 9.5.  Tangible Net Worth . . . . . . . . . . . . . . . . . .59
          Section 9.6.  Real Estate Assets . . . . . . . . . . . . . . . . . .59
          Section 9.7.  Value Adjustment . . . . . . . . . . . . . . . . . . .59
          Section 9.8.  Annualization of Results . . . . . . . . . . . . . . .59

     Section 10.  CLOSING CONDITIONS . . . . . . . . . . . . . . . . . . . . .60
          Section 10.1.  Loan Documents. . . . . . . . . . . . . . . . . . . .60
          Section 10.2.  Certified Copies of Organizational Documents. . . . .60
          Section 10.3.  Bylaws; Resolutions and Consents. . . . . . . . . . .60
          Section 10.4.  Incumbency Certificate; Authorized Signers. . . . . .60
          Section 10.5.  Opinion of Counsel. . . . . . . . . . . . . . . . . .61
          Section 10.6.  Payment of Fees . . . . . . . . . . . . . . . . . . .61
          Section 10.7.  Performance; No Default . . . . . . . . . . . . . . .61
          Section 10.8.  Representations and Warranties. . . . . . . . . . . .61
          Section 10.9.  Proceedings and Documents . . . . . . . . . . . . . .61
          Section 10.10. Compliance Certificate. . . . . . . . . . . . . . . .61
          Section 10.11. Other . . . . . . . . . . . . . . . . . . . . . . . .61
          Section 10.12. Intentionally Omitted . . . . . . . . . . . . . . . .61
          Section 10.14. Intentionally Omitted . . . . . . . . . . . . . . . .62


                                       iii

<PAGE>

          Section 10.15. Tangible Net Worth. . . . . . . . . . . . . . . . . .62
          Section 10.16. Due Diligence . . . . . . . . . . . . . . . . . . . .62
          Section 10.17. Management of the Borrower. . . . . . . . . . . . . .62

     Section 11. CONDITIONS TO ALL BORROWINGS. . . . . . . . . . . . . . . . .62
          Section 11.1.  Prior Conditions Satisfied. . . . . . . . . . . . . .62
          Section 11.2.  Representations True; No Default. . . . . . . . . . .62
          Section 11.3.  No Legal Impediment . . . . . . . . . . . . . . . . .62
          Section 11.4.  Governmental Regulation . . . . . . . . . . . . . . .62
          Section 11.5.  Proceedings and Documents . . . . . . . . . . . . . .63
          Section 11.6.  Borrowing Documents . . . . . . . . . . . . . . . . .63

     Section 12.  EVENTS OF DEFAULT; ACCELERATION; ETC.. . . . . . . . . . . .63
          Section 12.1.  Events of Default and Acceleration. . . . . . . . . .63
          Section 12.2.  Limitation of Cure Periods. . . . . . . . . . . . . .66
          Section 12.3.  Termination of Commitments. . . . . . . . . . . . . .66
          Section 12.4.  Remedies. . . . . . . . . . . . . . . . . . . . . . .66
          Section 12.5.  Distribution of Proceeds. . . . . . . . . . . . . . .67

     Section 13.  INTENTIONALLY OMITTED. . . . . . . . . . . . . . . . . . . .68

     Section 14. THE AGENT . . . . . . . . . . . . . . . . . . . . . . . . . .68
          Section 14.1.  Authorization . . . . . . . . . . . . . . . . . . . .68
          Section 14.2.  Employees and Agents. . . . . . . . . . . . . . . . .68
          Section 14.3.  No Liability. . . . . . . . . . . . . . . . . . . . .68
          Section 14.4.  No Representations. . . . . . . . . . . . . . . . . .68
          Section 14.5.  Payments. . . . . . . . . . . . . . . . . . . . . . .69
          Section 14.6.  Holders of Notes. . . . . . . . . . . . . . . . . . .70
          Section 14.7.  Indemnity . . . . . . . . . . . . . . . . . . . . . .70
          Section 14.8.  Agent as Bank . . . . . . . . . . . . . . . . . . . .70
          Section 14.9.  Resignation . . . . . . . . . . . . . . . . . . . . .70
          Section 14.10.  Duties in the Case of Enforcement. . . . . . . . . .71
          Section 14.11.  Determinations by Agent. . . . . . . . . . . . . . .71

     Section 15.  EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . .71

     Section 16.  INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . .72

     Section 17.  SURVIVAL OF COVENANTS, ETC.. . . . . . . . . . . . . . . . .73

     Section 18.  ASSIGNMENT AND PARTICIPATION . . . . . . . . . . . . . . . .73
          Section 18.1.  Conditions to Assignment by Banks . . . . . . . . . .73
          Section 18.2.  Register. . . . . . . . . . . . . . . . . . . . . . .74


                                       iv

<PAGE>

          Section 18.3.  New Notes . . . . . . . . . . . . . . . . . . . . . .74
          Section 18.4.  Participations. . . . . . . . . . . . . . . . . . . .74
          Section 18.5.  Pledge by Bank. . . . . . . . . . . . . . . . . . . .75
          Section 18.6.  No Assignment by Borrower . . . . . . . . . . . . . .75
          Section 18.7.  Disclosure. . . . . . . . . . . . . . . . . . . . . .75

     Section 19.  NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . .75

     Section 20.  RELATIONSHIP . . . . . . . . . . . . . . . . . . . . . . . .76

     Section 21.  GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE . . . . .77

     Section 22.  HEADINGS . . . . . . . . . . . . . . . . . . . . . . . . . .77

     Section 23.  COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . .77

     Section 24.  ENTIRE AGREEMENT, ETC. . . . . . . . . . . . . . . . . . . .77

     Section 25.  WAIVER OF JURY TRIAL . . . . . . . . . . . . . . . . . . . .77

     Section 26.  DEALINGS WITH THE BORROWER . . . . . . . . . . . . . . . . .78

     Section 27.  CONSENTS, AMENDMENTS, WAIVERS, ETC.. . . . . . . . . . . . .78

     Section 28.  SEVERABILITY . . . . . . . . . . . . . . . . . . . . . . . .79

     Section 29.  NO UNWRITTEN AGREEMENTS. . . . . . . . . . . . . . . . . . .79

     Section 30.  TIME OF THE ESSENCE. . . . . . . . . . . . . . . . . . . . .79


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


                                       v


<PAGE>

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>

             SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT


     THIS SECOND AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this 
"Agreement") is made the 21st day of April, 1997, 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., WELLS FARGO BANK, N.A., 
DRESDNER BANK AG, FIRST AMERICAN BANK TEXAS, S.S.B. 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 AND NATIONSBANK OF 
TEXAS, N.A., as Co-Agents for the Banks (collectively, the "Co-Agent").

                                    RECITALS.

     WHEREAS, Borrower, Agent, Co-Agent and certain of the Banks have entered 
into that certain  Revolving Credit Agreement dated February 26, 1996 (the 
"Original Credit Agreement"), as amended and restated by that certain First 
Amended and Restated Revolving Credit Agreement dated March 19, 1996 (the 
"First Amended Credit Agreement"); and

     WHEREAS, Borrower has requested that the Banks increase the Total 
Commitment (including the sublimit for letters of credit) and modify certain 
other provisions of the First Amended Credit Agreement; and

     WHEREAS, Borrower, Agent, Co-Agent and the Banks desire to amend and 
restate the First Amended 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 First Amended 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.

<PAGE>

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

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

     AGREEMENT REGARDING FEES.  That certain First Amended and Restated 
Agreement Regarding Fees between the Borrower and FNBB dated of even date 
herewith.

     APPLICABLE MARGIN.  On any date that the lower of the Implied Ratings 
issued from time to time by either of the Rating Agencies for the Borrower is 
an Investment Grade Rating, the Applicable Margin for Eurodollar Rate Loans 
shall be one and one-fifth percent (1.20%).  In the event that either of the 
Rating Agencies issues an Implied Rating for the Borrower that is an 
Investment Grade Rating, or in the event of any change in an Implied Rating 
of the Borrower by either of the Rating Agencies, or if the Borrower's 
Implied Rating, after having obtained an Investment Grade Rating, shall cease 
at any time to be an Investment Grade Rating by either of the Rating Agencies 
(but subject to the provisions within the definition of the term "Investment 
Grade Rating"), such change shall effect a change in the Applicable Margin on 
the first Business Day after the Rating Notice Date.  On any date that the 
lower of the Implied Ratings for the Borrower is not an Investment Grade 
Rating or the Borrower has not obtained an Investment Grade Rating from 
either of the Rating Agencies, the Applicable Margin for Eurodollar Rate 
Loans shall be one and four-tenths percent (1.40%). It is the intention of 
the parties that if the Borrower shall only obtain an Investment Grade Rating 
from one of the Rating Agencies without seeking an Investment Grade Rating 
from the other of the Rating Agencies, the Borrower shall be entitled to the 
benefit of the rate reductions described above; provided that if the Borrower 
shall have obtained an Investment Grade Rating from both of the Rating 
Agencies, the lower of the two ratings (or the loss of the Investment Grade 
Rating from one of the Rating Agencies thereafter) shall control.

     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; 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 without deduction 
for depreciation; and with respect to the Borrower's direct or indirect 
interests in joint ventures or partnerships (including the OTR Minority 
Interest), the book value of such interests themselves without deduction for 
depreciation.  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.


                                       2

<PAGE>

     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 Jaime 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. December 31, 1996.

     BANKS.  FNBB, the other Banks that are a party to this Agreement 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 aggregate Borrowing Base for all of the 
Unencumbered Operating Properties which shall be the amount which is the 
lesser of (I) the lesser of (a) fifty percent (50%) of the aggregate Asset 
Value of all of the Unencumbered Operating Properties, decreased by the book 
value of the Subsidiary Minority Interest and, with the prior written 
approval of the Majority Banks, increased by the book value of minority 
interests of the Borrower in unconsolidated joint ventures and partnerships 
recorded under generally accepted accounting principles, or (b) fifty percent 
(50%) of the aggregate value of all of the Unencumbered Operating Properties, 
such value being determined as follows: (x) for the Initial Unencumbered 
Operating Properties and the hereafter acquired Unencumbered Operating 
Properties which do not constitute Qualifying Properties, the aggregate value 
shall be the amount resulting from dividing (i) the sum of aggregate Net 
Operating Income for the four preceding fiscal quarters for all of such 
properties MINUS the portion of aggregate Net Operating Income allocable to 
the Subsidiary Minority Interest MINUS the aggregate Capital Improvement 
Reserve for all of such properties by (ii) ten percent (10%); and (y) for the 
Qualifying Properties, the aggregate value shall be the amount resulting from 
dividing (i) the sum of aggregate Net Operating Income for the four preceding 
fiscal quarters for all of the Qualifying Properties MINUS the portion of 
aggregate Net Operating Income allocable to the Subsidiary Minority Interest 
MINUS the aggregate Capital Improvement Reserve for all of the Qualifying 
Properties by (ii) nine and one-fourth percent (9.25%), and, with the prior 
written approval of the Majority Banks, increased by the book value of 
minority interests of the Borrower in unconsolidated joint ventures and 
partnerships recorded under generally accepted accounting principles; or (c) 
the aggregate Debt Service Coverage 


                                       3

<PAGE>

Amount for all of the Unencumbered Operating Properties and, with the prior 
written approval of the Majority Banks, increased by the book value of 
minority interests of the Borrower in unconsolidated joint ventures and 
partnerships recorded under generally accepted accounting principles; and 
(II) the lesser of (a) fifty-five percent (55%) of the aggregate Asset Value 
of all of the Unencumbered Operating Properties (excluding the OTR Minority 
Interest and the minority interests of the Borrower in unconsolidated joint 
ventures and partnerships approved by the Majority Banks), decreased by the 
book value of the Subsidiary Minority Interest, or (b) fifty-five percent 
(55%) of the aggregate value of all of the Unencumbered Operating Properties 
(excluding the OTR Minority Interest and the minority interests of the 
Borrower in unconsolidated joint ventures and partnerships approved by the 
Majority Banks), such value being determined as follows: (x) for the Initial 
Unencumbered Operating Properties and the hereafter acquired Unencumbered 
Operating Properties which do not constitute Qualifying Properties, the 
aggregate value shall be the amount resulting from dividing (i) the sum of 
aggregate Net Operating Income for the four preceding fiscal quarters for all 
of such properties MINUS the portion of aggregate Net Operating Income 
allocable to the Subsidiary Minority Interest MINUS the aggregate Capital 
Improvement Reserve for all of such properties by (ii) ten percent (10%); and 
(y) for the Qualifying Properties, the aggregate value shall be the amount 
resulting from dividing (i) the sum of aggregate Net Operating Income for the 
four preceding fiscal quarters for all of the Qualifying Properties MINUS the 
portion of aggregate Net Operating Income allocable to the Subsidiary 
Minority Interest MINUS the aggregate Capital Improvement Reserve for all of 
the Qualifying Properties by (ii) nine and one-fourth percent (9.25%); or (c) 
the aggregate Debt Service Coverage Amount for all of the Unencumbered 
Operating Properties  (excluding the OTR Minority Interest and the minority 
interests of the Borrower in unconsolidated joint ventures and partnerships 
approved by the Majority Banks); and the amount which is the lesser of (I) or 
(II) shall be the aggregate Borrowing Base for all of the Unencumbered 
Operating Properties. 

     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 located in the same 
city and state as 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.

     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 average Gross Rentable Area contained 
therein for the period in question.


                                       4


<PAGE>

     CAPITALIZED LEASE.  A lease under which a Person is the lessee or 
obligor, the discounted future rental payment obligations under which are 
required to be capitalized on the balance sheet of the lessee or obligor in 
accordance with generally accepted accounting principles.

     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.

     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 and NationsBank of 
Texas, N.A., each acting as co-agent with Agent for the Banks, its successors 
and assigns.

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

     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


                                       5

<PAGE>

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

     CONSOLIDATED TOTAL ASSETS.  All assets of the Borrower and its 
Subsidiaries determined on a Consolidated basis in accordance with generally 
accepted accounting principles, provided that all Real Estate shall be valued 
on an undepreciated cost basis.  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.

     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. 

     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 (with respect to a DownREIT, that portion of the Net Operating 
Income allocable to the Subsidiary Minority Interest shall be deducted from 
the total Net Operating Income), 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 


                                       6

<PAGE>

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 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.

     DOWNREIT.  A partnership, limited liability company or other entity 
formed by the Borrower and another party for the primary purpose of enabling 
the Borrower to acquire industrial properties from third parties that become 
investors in such entity on a tax advantaged basis to such investors by 
enabling them to defer taxes until such time as they convert their ownership 
interest in the DownREIT to common stock of the Borrower.  The formation, 
structure and operation of each DownREIT shall be subject to the prior 
written approval of the Majority Banks, but shall generally be structured 
such that (i) the Borrower directly controls its operations and assets, 
including, without limitation, the right to sell, transfer, convey or 
encumber such assets; (ii) the investors will have the right to convert their 
equity to common stock of the Borrower, but will not have buy-sell or similar 
rights; (iii) any debt of the DownREIT shall be subordinated to repayment of 
the Obligations pursuant to a subordination and standstill agreement in form 
and substance satisfactory to the Majority Banks and shall be limited to no 
more than a thirty percent (30%) loan to value ratio determined pursuant to 
such value assessments satisfactory to the Majority Banks; and (iv) the 
DownREIT shall execute and deliver to the Banks a guaranty of payment and 
performance in form substantially similar to the Guaranty.  

     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).


                                       7

<PAGE>

     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 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 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.

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

     EVENT OF DEFAULT.  See Section 12.1.


                                       8

<PAGE>

     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.

     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:

          (a)  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);

          (b)  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;

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


                                       9


<PAGE>

          (d)  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.

     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.

     In the event that the Borrower shall not have owned a parcel of Real 
Estate for an entire Determination Period, 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 Gross Cash Receipts for a Determination Period.

     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.


                                       10

<PAGE>

     GUARANTOR.  Collectively, MIT Unsecured L.P., 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, 
and any DownREIT or Subsidiary of the Borrower owning an Unencumbered 
Operating Property who executes a guaranty of payment and performance in form 
substantially similar to the Guaranty.

     GUARANTY.  The 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 Guaranty of Payment and Performance dated 
March 19, 1996, and as amended and restated by that certain First Amended and 
Restated 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.

     HAZARDOUS SUBSTANCES.  See Section 6.18(b).

     IMPLIED RATING.  With respect to a Person, the most recent rating issued 
from time to time by a Rating Agency as is applicable to such Person's senior 
unsecured long-term debt, or if no such senior unsecured long-term debt is 
outstanding, then the most recent rating issued from time to time by a Rating 
Agency as would hypothetically be applicable to such Person's senior 
unsecured long-term debt (i.e., an implied rating).

     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 and all subordinated debt); (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) any obligation as a lessee 
or obligor under a Capitalized Lease; (e) 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; (f) a 
Person's pro rata share of any of the above-described obligations of its 
unconsolidated affiliates; and (g) 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 


                                       11

<PAGE>

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, the First Amended 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.  

     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.  


                                       12

<PAGE>

     INVESTMENT GRADE RATING.  With respect to any Person, an Implied Rating 
equal to or more favorable than BBB- with respect to a rating issued by 
Standard & Poors Corporation (or in the case of a rating issued by Moody's 
Investors Service, Inc., a rating of Baa3).  If, at any time after a Person 
obtains an Investment Grade Rating, (a) no Implied Rating for such Person's 
senior unsecured long-term debt shall have been issued or confirmed in 
writing by either of the Rating Agencies within the previous 365 days, or (b) 
the rating system of either of the Rating Agencies (as opposed to the rating 
of a Person) shall change, or (c) either of the Rating Agencies shall no 
longer perform the functions of a securities rating agency, then the Borrower 
and the Agent shall promptly negotiate in good faith to amend the reference 
to the specific ratings in this definition for the determination of the 
Investment Grade Rating, and pending such amendment, the applicable rating in 
effect as of the date the event described in this paragraph occurred shall 
continue to apply.

     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 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.


                                       13

<PAGE>

     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.  April 3, 2000, 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. 

     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.  


                                       14

<PAGE>

     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 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;


                                      15

<PAGE>

     (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.

     OTR MINORITY INTEREST.  The Borrower's minority partnership interest in
Meridian Ohio Limited Partnership, a Delaware limited partnership, as recorded
under generally accepted accounting principles, without deduction for
depreciation.

     OTR MINORITY INTEREST PROPERTY.  All real property at any time owned by
Meridian Ohio Limited Partnership, a Delaware limited partnership.

     OUTSTANDING.  With respect to the Loans, the aggregate unpaid principal
thereof as of any 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 November 19, 1996 and filed with the SEC.


                                      16

<PAGE>

     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, and 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.

     RATING AGENCIES.  Standard & Poor's Corporation and Moody's Investors
Service, Inc.

     RATING NOTICE.  See Section 7.4(k).

     RATING NOTICE DATE.  The earlier of (a) the date a Rating Notice is
received by the Agent, or (b) the date the Agent, having received actual notice
of a change by the Rating Agency of the Borrower's Implied Rating, sends notice
to the Borrower of such change, provided that nothing contained herein shall
imply any obligation of the Agent to monitor such rating changes.

     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).

     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.


                                      17

<PAGE>

     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  a controlling interest that
would require preparation of Consolidated financial statements under generally
accepted accounting principles.

     SUBSIDIARY MINORITY INTEREST.  The minority interest in a DownREIT or other
Consolidated Subsidiary owned by Persons other than Borrower or its Subsidiaries
as recorded under generally accepted accounting principles.

     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.

     UNDER DEVELOPMENT.  Any Real Estate shall be considered under development
until such time as (i) a Certificate of Occupancy has been obtained, (ii)
seventy percent (70%) of the gross leasable area is leased and occupied, and
(iii) the Gross Cash Receipts from the operation of such Real Estate shall have
equaled or exceeded Operating Expenses for three (3) consecutive months.

     UNENCUMBERED OPERATING PROPERTIES.  Real Estate which is owned one hundred
percent (100%) in fee simple by the Borrower or 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;


                                      18

<PAGE>

Notwithstanding anything herein to the contrary, (i) Unencumbered Operating
Properties shall only 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; (ii) the
OTR Minority Interest Property shall constitute an "Unencumbered Operating
Property", provided (x) Borrower shall not create or incur or suffer to be
created or incurred any lien upon or against the OTR Minority Interest Property
except for liens permitted by Section 8.2(ii) and (iv), and the OTR Minority
Interest Property otherwise complies with the requirements governing
Unencumbered Operating Properties contained in this Agreement; (y) the limited
partnership agreement governing Meridian Ohio Limited Partnership shall permit
the Borrower to provide financial and operating information regarding the OTR
Minority Interest and the OTR Minority Interest Property to the Banks; and (z)
the Borrower shall not be permitted to own any other  minority interests without
the prior written approval of the Majority Banks; (iii) real property owned by a
DownREIT shall constitute an Unencumbered Operating Property, provided the
provisions of clauses (x) and (y) (as applied to the applicable DownREIT's
formation agreement) in (ii) above are complied with; (iv) Real Estate owned by
a Subsidiary of the Borrower and approved in writing by the Majority Banks
(which approval shall be conditioned on, among other things, the execution and
delivery by such Subsidiary of a guaranty of payment and performance in form
substantially similar to the Guaranty, direct ownership and control of such
Subsidiary by the Borrower, including, without limitation, the right to sell,
transfer, convey or encumber assets of such Subsidiary, and the assets of such
Subsidiary and the ownership interests of the Borrower in such Subsidiary  being
unencumbered) shall constitute Unencumbered Operating Properties, and (v) other
minority interests approved in writing by the Majority Banks shall constitute
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.


                                      19


<PAGE>

          (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 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, 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 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.

     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 


                                       20

<PAGE>

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 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 First Amended 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 Applicable Margin plus 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.


                                       21

<PAGE>

          (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 Request more frequently than five (5) times each month, but 
will exercise its best efforts not to exceed three (3) draws 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.


                                       22

<PAGE>

     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 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.


                                       23

<PAGE>

               (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 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 as more particularly described in the Agreement Regarding
     Fees, 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 Outstanding Letters of 
Credit (including Letters of Credit accepted but unpaid) shall not exceed 
Nineteen Million Five Hundred Thousand Dollars ($19,500,000.00), (iii) the 
conditions set forth in Sections 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 


                                       24

<PAGE>

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 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.  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 two-fifths of one percent (0.40%) 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 
percent (1%) 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.


                                       25


<PAGE>

          (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)  If after the issuance of a Letter of Credit pursuant to 
Section 2.9(d) by the Agent, but prior to the funding of any portion thereof 
by a Bank, one of the events described in Section 12.1(h), (i) or (j) shall 
have occurred, each Bank will, on the date such Loan pursuant to Section 
2.9(d) was to have been made, purchase an undivided participating interest in 
the Letter of Credit in an amount equal to its Commitment Percentage of the 
amount of such Letter of Credit.  Each Bank will immediately transfer to the 
Agent in immediately available funds the amount of its participation and upon 
receipt thereof the Agent will deliver to such Bank a Letter of Credit 
participation certificate dated the date of receipt of such funds and in such 
amount.

          (h)  Whenever at any time after the Agent has received from any 
Bank such Bank's payment of funds under a Letter of Credit, the Agent 
receives any payment on account thereof, the Agent will distribute to such 
Bank its participating interest in such amount (appropriately adjusted in the 
case of interest payments to reflect the period of time during which such 
Bank's participating interest was outstanding and funded); PROVIDED, HOWEVER, 
that in the event that such payment received by the Agent is required to be 
returned, such Bank will return to the Agent any portion thereof previously 
distributed by the Agent to it.

          (i)  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 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.

          (j)  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.  


                                       26

<PAGE>

     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 Total 
Commitment, 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.  

     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 


                                       27

<PAGE>

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 Loan at the end of the applicable 
Interest Period.

     Section 4.2.  COMMITMENT FEE.  Upon the execution of this Agreement, the 
Borrower agrees to pay to the Banks a nonrefundable commitment fee pursuant 
to the Agreement Regarding Fees.

     Section 4.3. AGENT'S FEE.  The Borrower shall pay to the Agent, for the 
Agent's own account, a non-refundable Agent's fee pursuant to the Agreement 
Regarding Fees.

     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.


                                       28

<PAGE>

          (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 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 


                                       29

<PAGE>

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 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 


                                       30

<PAGE>

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 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 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


                                       31

<PAGE>

               (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 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


                                      32

<PAGE>

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 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:


                                      33

<PAGE>

     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 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


                                      34

<PAGE>

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 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 fiscal year ended December 31,
1996, 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.


                                      35

<PAGE>

     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.

     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.


                                      36

<PAGE>

     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 "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

                                      37
<PAGE>

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 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

                                      38
<PAGE>

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 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.  MINORITY INTERESTS.  Other than the OTR Minority 
Interest, the Borrower owns no other minority interests in partnerships, 
joint ventures, corporations or other entities.

                                      39
<PAGE>

     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 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

                                      40
<PAGE>

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.

     Section 6.26.  MIT UNSECURED L.P.  MIT-ULP, Inc., a wholly-owned 
Subsidiary of the Borrower,  is the sole limited partner of MIT Unsecured 
L.P., and MIT Unsecured, Inc., the sole general partner of MIT Unsecured 
L.P., 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.  Neither the Borrower nor the Guarantor nor 
any of their respective Subsidiaries shall, without the prior written consent 
of the Majority Banks, (x) make any material change to the accounting 
procedures used by such Person in preparing the financial statements and 
other information described in Section 6.4 or (y) change its fiscal year.

                                      41
<PAGE>

     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 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-

                                      42
<PAGE>

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 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;

                                      43
<PAGE>

          (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; 

          (k)  not later than five (5) Business Days after the Borrower 
receives notice of the same from either of the Rating Agencies or otherwise 
learns of the same, notice of the issuance of any change in the rating by 
either of the Rating Agencies in respect of any debt of the Borrower 
(including any change in an Implied Rating), together with the details 
thereof, and of any announcement by either of the Rating Agencies that any 
such rating is "under review" or that any such rating has been placed on a 
watch list or that any similar action has been taken by either of the Rating 
Agencies (collectively a "Rating Notice"); and    

          (l)  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 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.

                                      44
<PAGE>

          (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 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

                                      45
<PAGE>

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 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

                                      46
<PAGE>

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 interests in primarily non-specialized 
industrial real estate of institutional quality (either direct fee interests 
or interests in joint ventures or partnerships owning such property, as 
permitted by this Agreement), 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 $25,000,000.00, 
and may be 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 $5,000,000.00 per quarter for payment of 
Distributions up to a maximum amount outstanding at one time of 
$10,000,000.00, 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); 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,

                                      47
<PAGE>

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-five percent (75%) of the Asset 
     Value of the Unencumbered Operating Properties constitutes industrial 
     properties;

               (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 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 thirty-five (35%) of the Asset Value 
     of the Unencumbered Operating Properties is located in any one city or 
     metropolitan area; and

               (iv)  no one tenant shall comprise more than seven percent (7%)
     [ten percent (10%) if the tenant has an Implied Rating of BBB- or better
     from Standard & Poor's Corporation and twenty percent (20%) if the tenant
     is Sears and it has an Implied Rating of A3 or better from Moody's
     Investors Service, Inc. or BBB+ from Standard & Poor's Corporation] 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 four (4) 
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.

<PAGE>

          (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.

     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 the Agent Real Estate, the OTR Minority Interest, any 
other minority interests of the Borrower in unconsolidated joint ventures and 
partnerships approved by the Majority Banks, interests of the Borrower in 
Subsidiaries or other assets owned by Borrower or Guarantor.  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 


                                       49

<PAGE>

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 7.18. DISTRIBUTION OF INCOME TO THE BORROWER. The Borrower shall 
cause all of its Subsidiaries to promptly distribute to the Borrower (but not 
less frequently than once each fiscal quarter of the Borrower), whether in 
the form of dividends, distributions or otherwise, all profits, proceeds or 
other income relating to or arising from its Subsidiaries' use, operation, 
financing, refinancing, sale or other disposition of their respective assets 
and properties after (a) the payment by each Subsidiary of its Debt Service 
and Operating Expenses for such quarter and (b) the establishment of 
reasonable reserves for the payment of Operating Expenses not paid on at 
least a quarterly basis and Capital Improvement Projects to be made to such 
Subsidiary's assets and properties approved by such Subsidiary in the 
ordinary course of business consistent with its past practices.

     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:

     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;


                                       50

<PAGE>

          (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 or a refinance of the Prudential Loan in an 
aggregate outstanding principal amount not to exceed thirty-five percent 
(35%) of the value of the Consolidated Total Assets of the Borrower, adjusted 
pursuant to Section 9.7;

          (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; 

          (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; and

          (j)  unsecured Debt Offerings which have been granted an Investment 
Grade Rating by either of the Rating Agencies at the time of issuance 
provided (i) at the time such Indebtedness is issued the scheduled maturity 
date of such Indebtedness is not sooner than six (6) days after the Maturity 
Date (after giving effect to any extension of the Maturity Date which may 
have been requested by the Borrower prior to the issuance of such 
Indebtedness or approved by the Banks, whether or not the same has become 
effective), and (ii) Borrower shall exercise its best efforts to ensure that 
any covenants or restrictions imposed upon the Borrower, the Guarantor or 
their respective Subsidiaries in connection with such Indebtedness shall not 
individually or in the aggregate be more restrictive against the Borrower, 
the Guarantor and their respective Subsidiaries than the covenants and 
restrictions imposed pursuant to this Agreement or the other Loan Documents, 
but in any event, the covenants and restrictions imposed in connection with 
such Indebtedness shall not be more restrictive than the covenants and 
restrictions contained in Section 8.1, Section 8.2, Section 8.3, Section 8.7 
and Section 9 of this Agreement; and provided further that neither the 
Borrower, Guarantor nor any of their respective Subsidiaries shall incur any 
of the Indebtedness described in this Section 8.1(j) unless it shall have 
provided to the Banks prior written notice of the proposed issuance of such 
Indebtedness, a statement that no Default or Event of Default exists and a 
certificate that the Borrower will be in compliance with its covenants 
referred to herein after giving effect to such incurrence; and


                                       51

<PAGE>

          (k)  Indebtedness of Subsidiaries to Borrower or other Subsidiaries of
Borrower, provided that repayment of such Indebtedness shall be subordinate at
all times to repayment of the Obligations pursuant to a subordination and
standstill agreement in form satisfactory to the Majority Banks.

     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,
negative 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 against it
that if unpaid might by law or upon bankruptcy or insolvency, or otherwise, be
given any priority whatsoever over its general creditors; (e) sell, assign,
pledge, encumber or otherwise transfer any accounts, contract rights, general
intangibles, chattel paper or instruments, with or without recourse; or (f)
incur or maintain any obligation to any holder of Indebtedness of the Borrower
or such Subsidiary which prohibits the creation or maintenance of any lien
securing the Obligations (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 non-monetary 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;


                                       52

<PAGE>

               (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;

               (vii)   liens securing the Prudential Loan; and

               (viii)  liens securing Indebtedness described in Section 8.1(k).

     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 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 


                                       53

<PAGE>

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;

          (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 Section 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, 
consolidation or other business combination 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 


                                       54

<PAGE>

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 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.


                                       55


<PAGE>

     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 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 (a) paid in the same fiscal quarter, would exceed eighty-five 
percent (85%) of its Funds from Operations for such fiscal quarter (except 
that, for the fiscal quarter ending December 31, 1996 only, such percentage 
shall be increased to ninety percent (90%)), and (b) paid for the preceding 
four fiscal quarters, would exceed one hundred ten percent (110%) of its Cash 
Available for Distribution for the preceding four fiscal quarters (except 
that, commencing with any fiscal quarter after December 31, 1996, such 
percentage shall be decreased to one hundred percent (100%)); provided, 
however, that in making the foregoing calculation, with respect to any 
calendar quarter in which Borrower has made an Equity Offering, there shall 
be excluded the amount of Distributions made during such calendar quarter to 
Persons acquiring such Equity Offering, to the extent such Distributions 
exceed the pro rata amount of Distributions that would have been payable to 
such persons had Distributions been based upon the actual time that such 
Person held interests in Borrower during calendar quarter in question (for 
example, if an Equity Offering were successfully concluded in the third month 
of any calendar quarter, the Persons acquiring interests pursuant to such new 
Equity Offering would receive a full quarterly distribution as of the 
relevant record date, as opposed to receiving a one-third (1/3) distribution 
based on their actual period of ownership for such calendar quarter if pro 
rata Distributions were permissible - in making the foregoing calculation, 
then, two-thirds of the Distributions to the acquiring Persons would be 
excluded);


                                       56

<PAGE>

          (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 warehouse distribution 
facilities (including, without limitation, the speculative development of 
warehouse distribution facilities, but excluding build-to-suit development of 
warehouse distribution facilities which remain 100% leased during 
development), the aggregate cost of which facilities (on a fully developed 
basis) Under Development at any one time shall not exceed twenty percent 
(20%) 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.  Without limiting the 
generality of the foregoing, the Borrower 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 


                                       57

<PAGE>

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 "Test 
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 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.


                                       58

<PAGE>

     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 $244,646,000.00 plus the amount of any net proceeds received from any 
Equity Offering subsequent to the Closing Date.

     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 (other than DownREITs) to exceed fifteen percent (15%) of the 
value of the Consolidated Total Assets of the Borrower, adjusted pursuant to 
Section 9.7.  

          (b)  The Borrower shall not, for any fiscal quarter, permit its 
direct or indirect interests in non-income producing land assets to exceed 
eight percent (8%) of the value of the Consolidated Total Assets of the 
Borrower, adjusted pursuant to Section 9.7; provided that such non-income 
producing land assets shall be zoned for industrial development and all 
infrastructure (including roadways and utilities to the boundaries of such 
land assets) necessary for the use and enjoyment of such property when 
developed shall be in place prior to purchase of such assets by the Borrower 
or the Guarantor.  The foregoing provision will not preclude acquisition of 
land assets that may require installation of internal roads or utilities. 

     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 $197,452,161.00 and the 
Asset Value of the Real Estate is $350,780,715.00.  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.


                                       59

<PAGE>

     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 April 
21, 1997;

     Section 10.1.  LOAN DOCUMENTS.  Each of the Loan Documents (including 
any amendments to the Loan Documents securing the Original Credit Agreement 
and First Amended 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 First Amended Credit Agreement).

     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 First Amended 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 


                                       60

<PAGE>

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 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. 


                                       61

<PAGE>

     Section 10.14.  INTENTIONALLY OMITTED.

     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 $244,646,000.00.

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

     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
Section 10 shall continue to be satisfied as of the date upon which any Loan is
to be made.

     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.


                                      62

<PAGE>

     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 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;


                                      63

<PAGE>

          (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 commenced 
against 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, 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


                                      64

<PAGE>

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; 

          (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;


                                      65

<PAGE>

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 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


                                      66

<PAGE>

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:

          (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) distributions in
respect of such other Obligations shall be made PARI PASSU among Obligations
with respect to the Agent's fee payable pursuant to Section 4.3 and all other
Obligations; (ii) 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
(iii) 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.


                                      67

<PAGE>

     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 obligations of
the Agent hereunder are primarily administrative in nature, 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 or to create a
fiduciary relationship.  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
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


                                      68

<PAGE>

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 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


                                      69

<PAGE>

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 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 (if two Co-
Agents, the Co-Agent selected by vote of the Majority Banks) 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 the other Co-Agent (if there are two Co-Agents) or any Bank
or any other banks satisfying the conditions contained in the immediately
preceding sentence if there is no other Co-Agent.  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


                                      70

<PAGE>

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 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'


                                      71

<PAGE>

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 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


                                      72

<PAGE>

is permissible under applicable law.  The provisions of this Section 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 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 total assets as of the date of such


                                      73

<PAGE>

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.

     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


                                      74

<PAGE>

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 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)


                                      75

<PAGE>

     With a copy to:

               The First National Bank of Boston
               115 Perimeter Center Place, N.E., Suite 500
               Atlanta, Georgia 30346
               Attn: Dan Silbert, Assistant Vice President
               (770) 390-6552
               (770) 390-8434 (FAX)

     If to the Borrower:

               Meridian Industrial Trust, Inc.
               455 Market Street, 17th Floor
               San Francisco, California 94105
               Attn: Milton K.  Reeder, President and Chief Financial 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.


                                      76

<PAGE>

     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 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


                                      77

<PAGE>

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 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


                                      78

<PAGE>

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.

     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.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                      79

<PAGE>

     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]
                                      ----------------------
                                      Milton K. Reeder,
                                      President and Chief Financial Officer































                       [SIGNATURES CONTINUED ON NEXT PAGE]


                                      80

<PAGE>

                                   THE FIRST NATIONAL BANK OF BOSTON,
                                   individually and as Agent


                                   By: [Illegible]
                                      --------------------------------
                                        Its: Vice President
                                            --------------------------
































                       [SIGNATURES CONTINUED ON NEXT PAGE]


                                      81

<PAGE>

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


                                    By: /s/ Catherine A. Arnold
                                       -----------------------------------

                                    Its: Managing Director
                                        ----------------------------------

Texas Commerce Bank National 
  Association
717 Travis Street, 6th Floor- North
Real Estate Department
Houston, Texas   77002
Attn: Catherine A. Arnold, 
     Senior Vice President
(713) 216-5391
(713) 216-6190 (FAX)
























                       [SIGNATURES CONTINUED ON NEXT PAGE]


                                      82

<PAGE>

                                       NATIONSBANK OF TEXAS, N.A.,
                                       individually and as Co-Agent


                                       By: [Illegible]
                                          -------------------------------

                                           Its: Vice President
                                               --------------------------

NationsBank of Texas, N.A.
Real Estate Banking Group
901 Main Street, 51st Floor
NationsBank Plaza
Dallas, Texas 75202-3714
Attn: Real Estate Administration
(214) 508-3712
(214) 508-1571 (FAX)






                                      83

<PAGE>

                                       WELLS FARGO BANK, N.A.


                                       By: /s/ LARRY T. ANDOW
                                          -------------------------------

                                           Its: Vice President
                                               --------------------------

Wells Fargo Bank, N.A.
420 Montgomery Street
6th Floor
San Francisco, CA 94163
Attn: Lawrence T.  Andow
(415) 394-4056
(415) 956-7238 (FAX)


                                      84

<PAGE>

                                       DRESDNER BANK AG


                                       By: /s/ JOHN W. SWEENEY
                                           ----------------------------
                                           John W. Sweeney
                                           Assistant Vice President

                                       By: /s/ THOMAS J. NADRAMIA
                                           ----------------------------
                                           Thomas J. Nadramia
                                           Vice President

Dresdner Bank AG
75 Wall Street
New York, New York 10005
Attn: John Sweeney, Credit Department
(212) 429-2955
(212) 429-2130 (FAX)


                                      85

<PAGE>

                                       FIRST AMERICAN BANK TEXAS, S.S.B.


                                       By: Jeffrey C. Schultz
                                           ----------------------------
                                           Jeffrey C. Schultz,
                                           Assistant Vice President

First American Bank Texas, S.S.B.
14651 Dallas Parkway, Suite 400
Dallas, Texas 75240-7479
Attn: Jeffrey C. Schultz
(972) 419-3414
(972) 419-3308 (FAX)


                                      86

<PAGE>

                                    EXHIBIT A

                        FORM OF AMENDED AND RESTATED NOTE

$_____________                                                    April 21, 1997


     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 Second Amended and 
Restated Revolving Credit Agreement dated April 21, 1997 (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 ___________________________ and 
No/100 Dollars ($________________), 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 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

<PAGE>

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 in part of the 
"Notes" as defined in the First Amended Credit Agreement.

     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]
                                     Milton K. Reeder,
                                     President and Chief Financial Officer


                                      2

<PAGE>

                                    EXHIBIT B

                            FORM OF REQUEST FOR LOAN


The First National Bank of Boston, for itself and as Agent
115 Perimeter Center Place, Suite 500
Atlanta, Georgia  30346
Attn: Dan Silbert, Assistant Vice President
(770) 390-8434 (FAX)

Ladies and Gentlemen:

     Pursuant to the provisions of Section 2.6 of the Second Amended and 
Restated Revolving Credit Agreement dated April 21, 1997, 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:

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

<PAGE>

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.

                                      2

<PAGE>

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


                              MERIDIAN INDUSTRIAL TRUST, INC., a 
                              Maryland corporation


                              By: ________________________________[SEAL]
                                     Milton K. Reeder
                                     President and Chief Financial Officer





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.

                              MIT UNSECURED L.P., a California limited
                              partnership

                              By:  MIT Unsecured, Inc., a California
                                   corporation, its sole general partner

                                   By:  _________________________________
                                        Name:
                                        Title:

                                        [CORPORATE SEAL]


                                      3


<PAGE>

                                    EXHIBIT C

                        FORM OF LETTER OF CREDIT REQUEST


The First National Bank of Boston, for itself and as Agent
115 Perimeter Center Place, Suite 500
Atlanta, Georgia  30346
Attn: Dan Silbert, Assistant Vice President
(770) 390-8434 (FAX)

Ladies and Gentlemen:

     Pursuant to the provisions of Section 2.9 of the Second Amended and 
Restated Revolving Credit Agreement dated April 21, 1997, 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:

                                   [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 issuance of the Letter of 
Credit 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 7.15 of the Credit Agreement after giving effect to 
the issuance of the Letter of Credit requested hereby.

     5.   REPRESENTATIONS TRUE.  Each of the representations and warranties 
made by or on behalf of the Borrower and its subsidiaries 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 issuance date for the Letter of Credit requested hereby, with the 
same effect as if made at and as of 

<PAGE>

such issuance 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 issuance of the 
Letter of Credit requested hereby set forth in Section 11 of the Credit 
Agreement have been satisfied.

     7.   ISSUANCE DATE.  Except to the extent, if any, specified by notice 
actually received by the Agent prior to the issuance date specified above, 
the foregoing representations and warranties shall be deemed to have been 
made by the Borrower on and as of such issuance 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]
                                 -------------------------------------
                                 Milton K. Reeder
                                 President and Chief Financial Officer



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 Letter of Credit requested hereby.

                              MIT UNSECURED L.P., a California limited
                              partnership

                              By:  MIT Unsecured, Inc., a California
                                   corporation, its sole general partner

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

                                        [CORPORATE SEAL]


                                       3



<PAGE>

                                    EXHIBIT D

                                     FORM OF
                             COMPLIANCE CERTIFICATE



The First National Bank of Boston, for itself and as Agent
115 Perimeter Center Place, Suite 500
Atlanta, Georgia  30346
Attn: Dan Silbert, Assistant Vice President
(770) 390-8434 (FAX)

Ladies and Gentlemen:

     Reference is made to the Second Amended and Restated Revolving Credit
Agreement dated April 21, 1997 (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.  

     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 

<PAGE>

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 $      )                        $
                                     ------                          -----------


          Ratio of A.1 to A.2                                                  %
          (shall be at least 75%);                                   ----------

          Ratio for previous three quarters
          
          ----------,  ----------,  ----------

     B.   Geographic Distribution

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


                                       2

<PAGE>

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

               Ratio of B.1 to B.2                                             %
               (shall not exceed 35%)                                ----------


               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)                                       %
               (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                 
                                                                      ----------


                                       3

<PAGE>

               (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 or 20% if Sears
                    and Moody's Investors Service, Inc.'s
                    rating of A-3 or better or S&P rating 
                    of A- or better)?                                
                                                                     ----------

               List top five tenants with respect to
               Gross Cash Receipts


                                       4

<PAGE>

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

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

     B.   Consolidated Total Assets per balance sheet              $
                                                                    ------------

          Plus Depreciation                                        $
                                                                    ------------

          One-time market adjustment                               $
                                                                    ------------

          Consolidated Total Assets after 
          increase for depreciation and 
          one-time market adjustment                               $
                                                                    ------------

          A may not exceed 35% of B 
          
          The amount for the previous
          three quarters 
                         ----------, ----------, ----------

4.   SECTION 8.7.  DISTRIBUTIONS.

     A.   Amount of Distributions for fiscal
          quarter most recently ended                              $
                                                                    ------------

     B.   Amount of Distributions for previous
          four fiscal quarters                                     $
                                                                    ------------

     C.   Funds from Operations for
          Fiscal quarter most recently ended                       $
                                                                    ------------

     D.   Cash Available for Distribution for
          previous four fiscal quarters                            $
                                                                    ------------

     E.   Minimum Distributions required 
          to maintain REIT status of the
          Borrower                                                 $
                                                                    ------------

     F.   A is        % of C 
               -------


                                       5

<PAGE>

     For the quarter ending December 31, 1996,
     A may not exceed the greater of
     (i) 90% of C or (ii) E; thereafter,
     A may not exceed the greater of (i)
     85% of C or (ii) E. 

     G.   B is     % of D
               ----

     For the quarter ending December 31, 1996, 
     B may not exceed the greater of (a) 110% 
     of D or (b) E; thereafter, B may not exceed
     the greater of (a) 100% of D or (b) E.

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

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


                                       6

<PAGE>

          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)                                %
                                                                     ----------

     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                           $
                                                                      ----------


                                       7

<PAGE>

          Cash Available for Distribution                                       
          for three prior quarters:

          Quarter ended                                              $
                        ----------                                    ----------

          Quarter ended                                              $
                        ----------                                    ----------
     
          Quarter ended                                              $
                        ----------                                    ----------

          Total                                                      $
                                                                      ----------

     A.   Debt Service for four prior
          quarters

          Principal Paid                                             $
                                                                      ----------

          Interest Paid                                              $
                                                                      ----------

          Total                                                      $
                                                                      ----------

     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)

     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 after increase for depreciation
          and one-time market adjustment (see 3.B. above)            $
                                                                      ----------


                                       8

<PAGE>

          Minus Consolidated Total
          Liabilities per balance sheet                              $
                                                                      ----------

          Minus aggregate book value of
          intangible assets                                          $
                                                                      ----------

          Minus asset write-up amounts,
          if any                                                     $
                                                                      ----------

          Minus prepaid fees and deferred
          charges                                                    $
                                                                      ----------

          Total                                                      $
                                                                      ----------

     Consolidated Tangible Net Worth may not be less 
     than $244,646.00 plus the amount of any net 
     proceeds received from any Equity Offering subsequent 
     to the Closing Date.

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 value of the Consolidated
               Total Assets after increase for depreciation
               and one-time market adjustment                        $
               (see 3.B. above)                                       ----------

     A.1 may not exceed 15% of A.2


                                       9

<PAGE>

     B.   SECTION 9.6(b).  Land

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

          2.   Total value of the Consolidated 
               Total Assets after increase for depreciation
               and one-time market adjustment                        $
               (see 3.B. above)                                       ----------

     B.1 may not exceed 8% of B.2

     C.   SECTION 8.9.  Development

          1.   Total Asset Value of Borrower's 
               Real Estate Under Development                         $
                                                                      ----------

          2.   Total value of the Consolidated 
               Total Assets after increase for depreciation
               and one-time market adjustment                        $
               (see 3.B. above)                                       ----------

     C.1 may not exceed 20% of C.2


                                       10

<PAGE>

     IN WITNESS WHEREOF, we have hereunto set our hands this     day of
                                                             ---
                       , 199 .
-----------------------     -


                              MERIDIAN INDUSTRIAL TRUST, INC., a
                              Maryland corporation

                              By:                                 [SEAL]
                                  --------------------------------
                                  Milton K. Reeder
                                  President and Chief Financial Officer



                              MIT UNSECURED L.P., a California limited
                              partnership

                              By:  MIT Unsecured, Inc.,  a California
                                   corporation, its sole general partner


                                   By:
                                      ---------------------------------
                                             Title:
                                                   -------------------------

                                             [CORPORATE SEAL]


                                       11


<PAGE>

                            BORROWING BASE WORKSHEET

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

I.   INCLUDING OTR MINORITY INTEREST.

A.   Asset Value

     1.   Aggregate Asset Value of all Unencumbered                             
          Operating Properties decreased by book value 
          of Subsidiary Minority Interest and ,with approval of Majority Banks,
          increased by book value of other minority interests

     2.   50% of (1)                                                            


B.   Net Operating Income

     1.   Gross Cash Receipts

          (a)  Aggregate Gross Cash Receipts 
               of all Unencumbered Operating
               Properties for quarter ending 
               ________ [Attach worksheet in 
               form and substance satisfactory
               to the Agent]                                                    

          (b)  Aggregate Gross Cash Receipts
               of all Unencumbered Operating 
               Properties for prior quarters:

               Quarter ended 
                             ----------

               Quarter ended 
                             ----------

               Quarter ended 
                             ----------

          Total Gross Cash Receipts

     2.   Operating Expenses

          (a)  Aggregate Operating Expenses 
               of all Unencumbered Operating

<PAGE>

               Properties for quarter ending 
               
               ----------

          (b)  Aggregate Operating Expenses 
               of all Unencumbered Operating
               Properties for prior quarters                                    

               Quarter ended 
                             -----------

               Quarter ended 
                             -----------

               Quarter ended 
                             -----------

          Total Operating Expenses

     3.   Net Operating Income

          (a)  Total Gross Cash Receipts minus
               Total Operating Expenses

          (b)  Portion of Net Operating Income allocable to
               Subsidiary Minority Interest

          (c)  Capital Improvement Reserve of
               $0.15 multiplied by average Gross
               Rentable Area of all Unencumbered 
               Operating Properties

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

     4.   Divide total on line 3 by 10% if 
          Initial Unencumbered Operating 
          Properties or after acquired 
          Unencumbered Operating Properties
          which do not constitute a Qualifying
          Property (see 5)


                                       2

<PAGE>

     5.   Divide total on line 3 by 9.25% if
          Qualifying Properties
          
          Test for Qualifying Properties

          (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)                                        

          (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.)                               

     6.   Aggregate value is sum of (4) and (5) and, with approval 
          of the Majority Banks, increased by the book value of other minority
          interests

     7.   50% of (6)

C.   Debt Service Test

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

     2.   Total Operating Expenses (See B.2 above)

     3.   Total Net Operating Income (See B.3 above)
     
     4.   Divide total on line 3 by 1.75                                        


                                       3

<PAGE>

     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 aggregate Debt Service
          Coverage Amount                                                       

     8.   Total of Line 7 increased, with approval of the Majority
          Banks, by the book value of other minority interests

D.   Lesser of A.2, B.7 and C.8 is the aggregate Borrowing Base for
     all Unencumbered Operating Properties (including the 
     OTR Minority Interest)                                                     

II.  EXCLUDING THE OTR MINORITY INTEREST AND OTHER MINORITY INTERESTS OF
     BORROWER APPROVED BY MAJORITY BANKS.

A.   Asset Value

     1.   Aggregate Asset Value of all Unencumbered                             
          Operating Properties decreased by book value
          of Subsidiary Minority Interest

     2.   55% of (1)                                                            

B.   Net Operating Income

     1.   Gross Cash Receipts

          (a)  Aggregate Gross Cash Receipts 
               of all Unencumbered Operating
               Properties for quarter ending 
               ________ [Attach worksheet in 
               form and substance satisfactory
               to the Agent]                                                    

          (b)  Aggregate Gross Cash Receipts
               of all Unencumbered Operating 


                                       4

<PAGE>

               Properties for prior quarters:

               Quarter ended 
                             ----------

               Quarter ended 
                             ----------

               Quarter ended 
                             ----------

          Total Gross Cash Receipts                                             

     2.   Operating Expenses

          (a)  Aggregate Operating Expenses 
               of all Unencumbered Operating
               Properties for quarter ending 
               
               ----------

          (b)  Aggregate Operating Expenses 
               of all Unencumbered Operating
               Properties for prior quarters                                    

               Quarter ended 
                             -----------

               Quarter ended 
                             -----------

               Quarter ended 
                             -----------

          Total Operating Expenses                                              

     3.   Net Operating Income

          (a)  Total Gross Cash Receipts minus
               Total Operating Expenses

          (b)  Portion of Net Operating Income allocable to
               Subsidiary Minority Interest

          (c)  Capital Improvement Reserve of
               $0.15 multiplied by average Gross
               Rentable Area of all Unencumbered 
               Operating Properties

          Total Net Operating Income equals


                                       5

<PAGE>

          3(a) minus 3(b) minus 3(c)

     4.   Divide total on line 3 by 10% if 
          Initial Unencumbered Operating 
          Properties or after acquired 
          Unencumbered Operating Properties
          which do not constitute a Qualifying
          Property (see 5)

     5.   Divide total on line 3 by 9.25% if
          Qualifying Properties
          
          Test for Qualifying Properties

          (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)                                        

          (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.)                               

     6.   Aggregate value is sum of (4) and (5)

     7.   55% of (6)

C.   Debt Service Test


                                       6

<PAGE>

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

     2.   Total Operating Expenses (See B.2 above)

     3.   Total 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 aggregate
          Debt Service Coverage Amount                                          

D.   Lesser of A.2, B.7 and C.7 is the aggregate Borrowing Base for
     all Unencumbered Operating Properties (excluding the 
     OTR Minority Interest and other minority interests of Borrower 
     approved by Majority Banks)
     
     Lesser of I and II is the aggregate Borrowing Base for all Unencumbered
Operating Properties.


                                       7

<PAGE>

                                   SCHEDULE 1


                             BANKS AND COMMITMENTS

NAME AND ADDRESS                      COMMITMENT          COMMITMENT PERCENTAGE

The First National Bank of           $ 30,000,000.00      20%
  Boston
100 Federal Street
Boston, Massachusetts 02110
Attn:  Real Estate Division

Eurodollar Lending Office
  Same as above


Texas Commerce Bank                  $ 25,000,000.00      17%
  National Association
717 Travis Street, 6th Floor-North
Real Estate Department
Houston, Texas 77002
Attn: Catherine A. Arnold,
  Senior Vice President

Eurodollar Lending Office
  Same as above


NationsBank of Texas, N.A.           $ 30,000,000.00      20%
Real Estate Banking Group
901 Main Street, 51st Floor
NationsBank Plaza
Dallas, Texas 75202-3714 
Attn: Real Estate Administration

Eurodollar Lending Office
  Same as above

<PAGE>

Wells Fargo Bank, N.A.               $ 25,000,000.00      17%
420 Montgomery Street
6th Floor
San Francisco, CA 94163
Attn: Lawrence T. Andow

Eurodollar Lending Office
  Same as above


Dresdner Bank AG                     $ 25,000,000.00      17%
333 South Grand Avenue 
Suite 1700 
Los Angeles, CA 90071
Attn: Sidney S. Jordan

Eurodollar Lending Office
  Same as above


First American Bank Texas, S.S.B.    $ 15,000,000.00      10%
14651 Dallas Parkway, Suite 400
Dallas, Texas 75240-7479
Attn: Jeffrey C. Schultz 

Eurodollar Lending Office
  Same as above

                                     ---------------
      Total Commitment               $150,000,000.00



Commitment Percentages may not equal 100% due to rounding.

                                       2
<PAGE>

                                   SCHEDULE 2

                   INITIAL UNENCUMBERED OPERATING PROPERTIES 

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

4000 Air Park Cove                 MIT Unsecured L.P.
Airport Building #3                MIT Unsecured L.P.
Airport Building #14               MIT Unsecured L.P.
Airport Building #16A              MIT Unsecured L.P.
Airport Building #16B              MIT Unsecured L.P.
Airport Building #17               MIT Unsecured L.P.
Chatsworth                         Borrower
Scripps Ranch                      Borrower
Bedford Park                       MIT Unsecured L.P.
Palisades I & II                   MIT Unsecured L.P.
Northgate 4 & 5                    MIT Unsecured L.P.
Northgate 28                       MIT Unsecured L.P.
Las Colinas 4 & 5                  MIT Unsecured L.P.
Valley Branch I & II               MIT Unsecured L.P.
Beltline                           MIT Unsecured L.P.
Great Southwest 4                  MIT Unsecured L.P.
Olive Branch (expansion)           MIT Unsecured L.P.
1550 Heil Quaker                   MIT Unsecured L.P.
1600 Corporate Place               MIT Unsecured L.P.
Hennessey Warehouse                MIT Unsecured L.P.
4013 Premier                       MIT Unsecured L.P.
Live Oak Parkway                   Borrower
Phoenix N. 23rd                    Borrower
Phoenix N. 27th                    Borrower
Phoenix Plaza Three                Borrower
Cypress B                          Borrower
Golden Cove                        Borrower
Nancy Ridge Two                    Borrower
North Irvine                       Borrower
Regal Empress                      MIT Unsecured L.P.
Las Colinas I                      MIT Unsecured L.P.
San Carlos                         Borrower
Meridian Village                   Borrower
Sarah Jane Parkway                 MIT Unsecured L.P.
Overlake Place                     Borrower
Crosswind Drive                    Borrower
Rustin Avenue                      Borrower
Wanamaker Avenue                   Borrower
Gold River Lane                    Borrower
Mission Oaks                       Borrower
Crossroads Parkway                 MIT Unsecured L.P.
Waters Ridge Drive                 MIT Unsecured L.P.

<PAGE>

                                   SCHEDULE 3


                       ADJUSTED ASSET VALUE OF REAL ESTATE
<PAGE>

                      ADJUSTED ASSET VALUE OF REAL ESTATE
                               DECEMBER 31, 1996

<TABLE>
<CAPTION>
                                                           MARKET           BOOK
     PROPERTY                 CITY             STATE        VALUE           VALUE        ADJUSTMENT
----------------------------------------------------------------------------------------------------
<S>                          <C>                 <C>     <C>            <C>              <C>
UNSECURED

ATLANTA
Live Oak Parkway             Norcross            GA        4,165,000      3,473,959 (1)     691,041

CHICAGO
Bedford Park                 Bedford             IL        3,615,000      3,015,213 (1)     599,787
Crossroads Parkway           Chicago             IL        9,357,200      9,357,200 (1)        -
                                                         ------------------------------------------
                                                          12,972,200     12,372,413         599,787
                                                         ------------------------------------------
COLUMBUS
Crosswind Drive              Columbus            OH       30,954,259     30,954,259 (2)        -

MEMPHIS
4000 Air Park Cove           Memphis             TN        1,886,000      1,573,082 (1)     312,918
4013 Premier                 Memphis             TN        2,071,000      1,727,388 (1)     343,612
Airport Building #14         Memphis             TN        2,907,000      2,616,048 (1)     290,952
Airport Building #16A        Memphis             TN        1,541,797      1,387,483 (1)     154,314
Airport Building #16B        Memphis             TN          493,000        443,657 (1)      49,343
Airport Building #17         Memphis             TN        2,281,325      2,052,994 (1)     228,331
Airport Building #3          Memphis             TN        1,120,000      1,007,903 (1)     112,097
Olive Branch (expansion)     Olive Branch        MS        8,500,000      6,700,000 (1)   1,800,000
                                                         ------------------------------------------
                                                          20,800,122     17,508,555       3,291,567
                                                         ------------------------------------------
DALLAS/FT. WORTH
Beltline                     Carrollton          TX        1,938,673      1,617,016 (1)     321,657
Great Southwest 4            Arlington           TX        1,850,865      1,543,777 (1)     307,088
Las Colinas 1                Irving              TX          947,757        790,509 (1)     157,248
Las Colinas 4 & 5            Irving              TX        2,339,746      1,951,544 (1)     388,202
Northgate 28                 Dallas              TX        1,115,582        930,489 (1)     185,093
Northgate 4 & 5              Dallas              TX        1,983,176      1,654,135 (1)     329,041
Palisades I & II             Plano               TX        2,806,973      2,341,251 (1)     465,722
Regal Empress                Dallas              TX        2,095,450      1,747,781 (1)     347,669
Valley Branch I & II         Farmers Branch      TX        2,340,401      1,952,091 (1)     388,310
Waters Ridge Drive           Lewisville          TX       10,171,926     10,171,926 (2)        -
Sarah Jane Parkway           Grand Prairie       TX       15,680,169     15,680,169 (2)        -
</TABLE>
<PAGE>

                      ADJUSTED ASSET VALUE OF REAL ESTATE
                               DECEMBER 31, 1996

<TABLE>
<CAPTION>
                                                           MARKET           BOOK
     PROPERTY                 CITY             STATE        VALUE           VALUE        ADJUSTMENT
----------------------------------------------------------------------------------------------------
<S>                          <C>                 <C>     <C>            <C>              <C>
                                                          43,270,718     40,380,688       2,890,030
                                                         ------------------------------------------
LOS ANGELES AREA
Chatsworth                   Chatsworth          CA        3,000,000      2,502,252 (1)     497,748
Cypress B                    Cypress             CA        3,500,000      2,919,294 (1)     580,706
Mission Oaks                 Los Angeles         CA        9,068,149      9,068,149 (2)        -
                                                         ------------------------------------------
                                                          15,568,149     14,489,695       1,078,454
                                                         ------------------------------------------
ORANGE COUNTY
Golden Cove                  Palos Verdes        CA        5,291,216      4,761,635 (1)     529,581
North Irvine                 Santa Ana           CA        2,902,507      2,612,004 (1)     290,503
                                                         ------------------------------------------
                                                           8,193,723      7,373,639         820,084
                                                         ------------------------------------------
INLAND EMPIRE
Rustin Avenue                Riverside           CA        4,165,526      4,165,526 (2)        -
Wanamaker Avenue             Ontario             CA        4,547,159      4,547,159 (2)        -
                                                         ------------------------------------------
                                                           8,712,685      8,712,685            -
                                                         ------------------------------------------
SAN DIEGO
Nancy Ridge Two              San Diego           CA          328,595        274,076 (1)      54,519
Scripps Ranch                San Diego           CA       10,124,996      9,111,617 (1)   1,013,379
                                                         ------------------------------------------
                                                          10,453,591      9,385,693       1,067,898
                                                         ------------------------------------------
PHOENIX
Phoenix N. 23rd              Phoenix             AZ          677,240        564,875 (1)     112,365
Phoenix N. 27th              Phoenix             AZ        1,006,540        839,539 (1)     167,001
Phoenix Plaza Three          Phoenix             AZ        1,891,000      1,577,253 (1)     313,747
                                                         ------------------------------------------
                                                           3,574,780      2,291,667         593,113
                                                         ------------------------------------------
NORTHERN CALIFORNIA
San Carlos                   San Carlos          CA        9,264,879      7,727,686 (1)   1,537,193
Overlake Place               Newark              CA        8,535,314      8,535,314 (2)        -
Gold River Lane              San Francisco       CA       13,456,741     13,456,741 (2)        -
                                                         ------------------------------------------
                                                          31,256,934     29,719,741       1,537,193
                                                         ------------------------------------------
</TABLE>
<PAGE>

                      ADJUSTED ASSET VALUE OF REAL ESTATE
                               DECEMBER 31, 1996

<TABLE>
<CAPTION>
                                                           MARKET           BOOK
     PROPERTY                 CITY             STATE        VALUE           VALUE        ADJUSTMENT
----------------------------------------------------------------------------------------------------
<S>                          <C>                 <C>     <C>            <C>              <C>

NASHVILLE
1550 Heil Quaker             La Vergne           TN        4,150,000      3,461,448 (1)     688,552
1600 Corporate Place         La Vergne           TN        1,700,000      1,417,943 (1)     282,057
Hennessy Warehouse           La Vergne           TN        1,680,000      1,401,261 (1)     278,739
                                                         ------------------------------------------
                                                           7,530,000      6,280,652       1,249,348
                                                         ------------------------------------------

TOTAL UNSECURED                                          197,452,161    183,633,646      13,818,515
                                                         ------------------------------------------
                                                         ------------------------------------------
</TABLE>
<PAGE>

                      ADJUSTED ASSET VALUE OF REAL ESTATE
                               DECEMBER 31, 1996

<TABLE>
<CAPTION>
                                                           MARKET           BOOK
     PROPERTY                 CITY             STATE        VALUE           VALUE        ADJUSTMENT
----------------------------------------------------------------------------------------------------
<S>                          <C>                 <C>     <C>            <C>              <C>
PRUDENTIAL

ATLANTA
Marietta Trade Ctr           Marietta            GA       22,242,000     18,551,694 (1)   3,690,306

CHICAGO
1000 Lunt                    Elk Grove           IL        2,915,000      2,431,355 (1)     483,645
1090 Pratt                   Elk Grove           IL          737,000        614,720 (1)     122,280
1100 Pratt                   Elk Grove           IL        1,027,000        856,604 (1)     170,396
1180 Pratt                   Elk Grove           IL          633,000        527,975 (1)     105,025
1201 Busse                   Elk Grove           IL          469,000        391,185 (1)      77,815
17025 Wallace                South Holland       IL        2,101,000      1,752,410 (1)     348,590
17129 Wallace                South Holland       IL        1,974,000      1,646,482 (1)     327,518
1815 Landmeier               Elk Grove           IL        2,039,000      1,700,697 (1)     338,303
2375 Touhy Ave               Elk Grove Village   IL        1,339,000      1,116,838 (1)     222,162
3400 West Lake               Glenview            IL        3,031,000      2,528,108 (1)     502,892
5101 W. 122nd Street         Alsip               IL        3,100,000      2,585,660 (1)     514,340
700 Pratt                    Elk Grove           IL        2,118,000      1,766,590 (1)     351,410
801 Lunt                     Elk Grove           IL          998,000        832,416 (1)     165,584
900 Pratt                    Elk Grove           IL          895,000        746,505 (1)     148,495
Lombard I                    Lombard             IL        6,369,000      5,312,280 (1)   1,056,720
Pontiac                      Pontiac             MI        3,057,000      2,549,794 (1)     507,206
Troy Tech II                 Troy                MI        7,804,000      6,509,191 (1)   1,294,809
                                                         ------------------------------------------
                                                          40,606,000     33,868,810       6,737,190
                                                         ------------------------------------------

LOS ANGELES AREA
Cypress A                    Cypress             CA        1,826,136      1,523,151 (1)     302,985
Cypress C                    Cypress             CA        1,897,734      1,582,869 (1)     314,865
Valencia                     Valencia            CA        5,854,526      4,883,166 (1)     971,360
Arenth Avenue                City of Industry    CA        9,613,232      9,613,232 (2)           0
                                                         ------------------------------------------
                                                          19,191,628     17,602,418       1,589,210
                                                         ------------------------------------------
MEMPHIS
Delp Distribution            Memphis             TN        8,100,000      6,756,080 (1)   1,343,920
Olive Branch                 Olive Branch        MS       11,520,000      9,608,647 (1)   1,911,353
Willow Lake                  Memphis             TN        4,661,000      3,887,665 (1)     773,335
                                                         ------------------------------------------
                                                          24,281,000     20,252,392       4,028,608
                                                         ------------------------------------------
</TABLE>
<PAGE>

                      ADJUSTED ASSET VALUE OF REAL ESTATE
                               DECEMBER 31, 1996

<TABLE>
<CAPTION>
                                                           MARKET           BOOK
     PROPERTY                 CITY             STATE        VALUE           VALUE        ADJUSTMENT
----------------------------------------------------------------------------------------------------
<S>                          <C>                 <C>     <C>            <C>              <C>

DALLAS
Centreport 17                Fort Worth          TX        2,147,569      1,791,253 (1)     356,316
Great Southwest 110          Arlington           TX        3,320,682      2,769,727 (1)     550,955
Northgate International      Garland             TX        8,536,000      7,119,740 (1)   1,416,260
Regal Row 201                Dallas              TX        1,400,000      1,167,717 (1)     232,283
Valwood 20                   Farmers Branch      TX        3,637,067      3,033,619 (1)     603,448
Wildwood/Pioneer             Irving              TX        5,665,000      4,725,085 (1)     939,915
                                                         ------------------------------------------
                                                          24,706,318     20,607,141       4,099,177
                                                         ------------------------------------------

MIDSOUTH
Birmingham I                 Birmingham          AL        1,752,000      1,461,315 (1)     290,685
Birmingham II                Birmingham          AL        1,620,000      1,351,216 (1)     268,784
Baxter                       Little Rock         AR        1,500,000      1,251,126 (1)     248,874
Port Distribution            Little Rock         AR        3,670,000      3,061,088 (1)     608,912
                                                         ------------------------------------------
                                                           8,542,000      7,124,745       1,417,255
                                                         ------------------------------------------

SEATTLE
Park At Woodinville          Woodinville         WA       13,759,608     11,476,667 (1)   2,282,941

                                                         ------------------------------------------
TOTAL PRUDENTIAL                                         153,328,554    129,483,867      23,844,687
                                                         ------------------------------------------
                                                         ------------------------------------------

TOTAL FOR ALL ASSETS                                     350,780,715    313,117,513      37,663,202
                                                         ------------------------------------------
                                                         ------------------------------------------
</TABLE>
(1) Reflects market and book values as of February 23, 1996.
(2) Reflects undepreciated book value as of December 31, 1996.
<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; ALL OF WHICH HOLD DIRECT OR INDIRECT OWNERSHIP INTERESTS IN
COMMERCIAL REAL PROPERTY :

1.        MIT Unsecured L.P., a California limited partnership (formerly known
          as DFW Nine Limited Partnership)

2.        MIT Unsecured, Inc., a California corporation (formerly known as
          Metroplex Co.)

3.        MIT-ULP, Inc., a California corporation

4.        MIT Secured L.P., a California limited partnership (formerly known as
          Progress Center/Alabama Limited Partnership)

5.        MIT Secured, Inc., a California corporation (formerly known as Pro-
          Sierra Corp.)

6.        MIT-SLP, Inc., a California corporation

7.        MJV III Corp., a California corporation

8.        MJV IV Corp., a California corporation

THE BORROWER HAS A 100% OWNERSHIP INTEREST (DIRECT AND INDIRECT) IN THE
FOLLOWING ENTITIES, ALL OF WHICH HAVE NO ASSETS, ARE CONDUCTING NO BUSINESS, AND
ARE SCHEDULED TO BE DISSOLVED:

1.        6834 Limited Partnership, and Illinois limited partnership

2.        Dallas Nine Corp., a Nevada corporation

3.        Metroplex Co., a Nevada corporation

4.        6834 Corporation, a Nevada corporation

5.        Mem-Ind Corporation, a Nevada corporation

6.        Texmet Corporation, a California corporation

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

Meridian Ohio Limited Partnership, a Delaware limited partnership (20%)

MDN/JSC Limited Partnership, a California limited partnership (86%)

EPB 1, Ltd., a Texas limited partnership (50%)

EPB 2, Ltd., a Texas limited partnership (50%)