<PAGE>


                   SECOND AMENDMENT TO THIRD AMENDED AND RESTATED
                             REVOLVING CREDIT AGREEMENT

     THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED REVOLVING CREDIT 
AGREEMENT (this "Amendment") made this 23rd day of June, 1998, by and among 
MERIDIAN INDUSTRIAL TRUST, INC., a Maryland corporation ("Borrower"), MIT 
UNSECURED L.P., a California limited partnership ("MIT Unsecured"), MERIDIAN 
REFRIGERATED, INC., a Delaware corporation ("Meridian Refrigerated"; Meridian 
Refrigerated and MIT Unsecured, collectively, "Guarantor"), BANKBOSTON, N.A., 
CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, NATIONSBANK, N.A., SUCCESSOR BY 
MERGER WITH NATIONSBANK OF TEXAS, N.A., WELLS FARGO BANK, N.A., DRESDNER BANK 
AG, NEW YORK BRANCH AND GRAND CAYMAN BRANCH, FIRST AMERICAN BANK TEXAS, 
S.S.B. and the other lending institutions which may become parties to the 
Credit Agreement, as hereinafter defined (collectively, the "Banks"), and 
BANKBOSTON, N.A., as Agent for the Banks (the "Agent"), CHASE BANK OF TEXAS, 
NATIONAL ASSOCIATION, as Documentation Agent for the Banks (the 
"Documentation Agent"), and NATIONSBANK, N.A., SUCCESSOR BY MERGER WITH 
NATIONSBANK OF TEXAS, N.A., as Syndication Agent for the Banks (the 
"Syndication Agent").

                                 W I T N E S S E T H:

     WHEREAS, Borrower, Agent and the Banks entered into that certain Third 
Amended and Restated Revolving Credit Agreement dated September 23, 1997, as 
amended by that certain First Amendment to Third Amended and Restated 
Revolving Credit Agreement dated February 19, 1998 (as amended, the "Credit 
Agreement"); and

     WHEREAS, MIT Unsecured executed and delivered to the Agent and the Banks 
that certain Unconditional Guaranty of Payment and Performance dated 
September 23, 1997 (the "MIT Unsecured Guaranty"), and Meridian Refrigerated 
executed and delivered that certain Unconditional Guaranty of Payment and 
Performance dated February 19, 1998 (the "Meridian Refrigerated Guaranty"; 
the Meridian Refrigerated Guaranty and the MIT Unsecured Guaranty, 
collectively, the "Guaranty"); and

     WHEREAS, Borrower has requested that Agent and the Banks modify certain 
provisions under the Credit Agreement; and

     WHEREAS, as a condition to such modification, Agent and the Banks have 
required that Borrower and Guarantor execute this Amendment;

<PAGE>

     NOW, THEREFORE, for and in consideration of the sum of TEN and NO/100 
DOLLARS ($10.00), and other good and valuable consideration, the receipt and 
sufficiency of which is hereby acknowledged, the parties hereto do hereby 
covenant and agree as follows:

     1.   DEFINITIONS.  All the terms used herein which are not otherwise 
defined herein shall have the meanings set forth in the Credit Agreement.

     2.   MODIFICATION OF THE CREDIT AGREEMENT.  Borrower, the Banks and 
Agent do hereby modify and amend the Credit Agreement by deleting the date 
"June 23, 1998" in the first line of Section 3.7 of the Credit Agreement 
appearing on page 28 thereof and inserting in lieu thereof the date "July 23, 
1998". 

     3.   REFERENCES TO CREDIT AGREEMENT.  All references in the Loan 
Documents to the Credit Agreement shall be deemed a reference to the Credit 
Agreement, as modified and amended herein.

     4.   CONSENT OF GUARANTOR.  By execution of this Amendment, Guarantor 
hereby expressly consents to the modifications and amendments to the Credit 
Agreement as set forth herein, and Borrower and Guarantor hereby acknowledge, 
represent and agree that the Loan Documents (including without limitation the 
Guaranty) remain in full force and effect and constitute the valid and 
legally binding obligation of the Borrower and Guarantor enforceable against 
such Persons in accordance with their respective terms, and that the 
execution and delivery of this Amendment does not constitute, and shall not 
be deemed to constitute, a release, waiver or satisfaction of Borrower's or 
Guarantor's obligations under the Loan Documents (including without 
limitation the Guaranty).

     5.   REPRESENTATIONs.  Borrower and Guarantor represent and warrant to 
Agent and the Banks as follows:

          (a)  AUTHORIZATION.  The execution, delivery and performance of 
this Amendment and the transactions contemplated hereby (i) are within the 
power and authority of Borrower and Guarantor, (ii) have been duly authorized 
by all necessary proceedings on the part of such Persons, (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 any of such Persons is 
subject or any judgment, order, writ, injunction, license or permit 
applicable to such Persons, (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 partnership agreement or 
certificate, certificate of formation, operating agreement, articles of 
incorporation or other charter documents or bylaws of, or any mortgage, 
indenture, agreement, contract or other instrument binding upon, any of such 
Persons or any of its properties or to which any of such Persons is subject, 
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 
Persons, other than the liens and encumbrances created by the Loan Documents.

                                     -2-

<PAGE>

          (b)  ENFORCEABILITY.  The execution and delivery of this Amendment 
are valid and legally binding obligations of Borrower and Guarantor 
enforceable in accordance with the respective terms and provisions hereof, 
except as enforceability is limited by bankruptcy, insolvency, 
reorganization, moratorium or other laws relating to or affecting generally 
the enforcement of creditors' rights and the effect of general principles of 
equity.

          (c)  APPROVALS.  The execution, delivery and performance of this 
Amendment and the transactions contemplated hereby do not require the 
approval or consent of or approval of any Person or the authorization, 
consent, approval of or any license or permit issued by, or any filing or 
registration with, or the giving of any notice to, any court, department, 
board, commission or other governmental agency or authority other than those 
already obtained and the filing of the Security Documents in the appropriate 
records office with respect thereto. 

     6.   NO DEFAULT.  By execution hereof, the Borrower and Guarantor 
certify that such Persons are and will be in compliance with all covenants 
under the Loan Documents after the execution and delivery of this Amendment, 
and that no Default or Event of Default has occurred and is continuing.  

     7.   WAIVER OF CLAIMS. Borrower and Guarantor acknowledge, represent and 
agree that none of such Persons has any defenses, setoffs, claims, 
counterclaims or causes of action of any kind or nature whatsoever with 
respect to the Loan Documents, the administration or funding of the Loan or 
with respect to any acts or omissions of Agent or any Bank, or any past or 
present officers, agents or employees of Agent or any Bank, and each of such 
Persons does hereby expressly waive, release and relinquish any and all such 
defenses, setoffs, claims, counterclaims and causes of action, if any.

     8.   RATIFICATION.  Except as hereinabove set forth, all terms, 
covenants and provisions of the Credit Agreement remain unaltered and in full 
force and effect, and the parties hereto do hereby expressly ratify and 
confirm the Loan Documents and the Credit Agreement as modified and amended 
herein.  Nothing in this Amendment shall be deemed or construed to 
constitute, and there has not otherwise occurred, a novation, cancellation, 
satisfaction, release, extinguishment or substitution of the indebtedness 
evidenced by the Notes or the other obligations of Borrower and Guarantor 
under the Loan Documents. 

     9.   AMENDMENT AS LOAN DOCUMENT.  This Amendment shall constitute a Loan 
Document.  

     10.  COUNTERPARTS.  This Amendment may be executed in any number of 
counterparts which shall together constitute but one and the same agreement.

     11.  MISCELLANEOUS.  This Amendment shall be construed and enforced in
accordance with the laws of the Commonwealth of Massachusetts.  This Amendment
shall be binding upon

                                     -3-

<PAGE>

and shall inure to the benefit of the parties hereto and their respective 
permitted successors, successors-in-title and assigns as provided in the 
Credit Agreement and the Guaranty.

                                          
     IN WITNESS WHEREOF, the parties hereto have hereto set their hands and
affixed their seals as of the day and year first above written.

                              BORROWER:

                              MERIDIAN INDUSTRIAL TRUST, INC., a Maryland
                              corporation


                              By:                                       [SEAL]
                                 --------------------------------------
                                   Name:
                                   Title:










                        [SIGNATURES CONTINUED ON NEXT PAGE]




                                      -4-

<PAGE>

                              GUARANTOR:

                              MIT UNSECURED L.P., a California limited
                              partnership


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

                                        [CORPORATE SEAL]





                              MERIDIAN REFRIGERATED, INC., a Delaware
                              corporation


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

                                        [CORPORATE SEAL]










                        [SIGNATURES CONTINUED ON NEXT PAGE]




                                      -5-


<PAGE>

                              BANKS:

                              BANKBOSTON, N.A., individually and as Agent


                              By:                                            
                                  -------------------------------------------
                                    Its:                                     
                                        -------------------------------------









                        [SIGNATURES CONTINUED ON NEXT PAGE]




                                      -6-

<PAGE>

                              CHASE BANK OF TEXAS, NATIONAL ASSOCIATION,
                              individually and as Documentation Agent


                              By:                                            
                                  -------------------------------------------
                                    Its:                                     
                                        -------------------------------------










                        [SIGNATURES CONTINUED ON NEXT PAGE]




                                      -7-


<PAGE>

                              NATIONSBANK, N.A., SUCCESSOR BY MERGER WITH
                              NATIONSBANK OF TEXAS, N.A., individually and as
                              Syndication Agent


                              By:                                            
                                  -------------------------------------------
                                 Its:                                        
                                        -------------------------------------









                        [SIGNATURES CONTINUED ON NEXT PAGE]




                                      -8-


<PAGE>

                              WELLS FARGO BANK, N.A.


                              By:                                            
                                  -------------------------------------------
                                 Its:                                        
                                        -------------------------------------









                        [SIGNATURES CONTINUED ON NEXT PAGE]




                                      -9-

<PAGE>

                              DRESDNER BANK AG, NEW YORK BRANCH AND GRAND CAYMAN
                              BRANCH


                              By:                                            
                                  -------------------------------------------
                                 Its:                                        
                                        -------------------------------------


                              By:                                            
                                  -------------------------------------------
                                 Its:                                        
                                        -------------------------------------









                        [SIGNATURES CONTINUED ON NEXT PAGE]




                                     -10-

<PAGE>

                              FIRST AMERICAN BANK TEXAS, S.S.B.


                              By:                                            
                                  -------------------------------------------
                                 Its:                                        
                                        -------------------------------------








                                     -11-