<PAGE>   1
                                                                  EXHIBIT 4.21






TERM LOAN AGREEMENT



for $200,000,000 Term Credit Facility


dated as of September 22, 1998



among



EOP OPERATING LIMITED PARTNERSHIP,



THE FINANCIAL INSTITUTIONS LISTED HEREIN,



THE CHASE MANHATTAN BANK,
as Administrative Agent,



AND



CHASE SECURITIES INC.,
as Arranger and Book Manager


<PAGE>   2


                               TABLE OF CONTENTS

ARTICLE I

                    DEFINITIONS 1
                    SECTION 1.1.  Definitions 1
                    SECTION 1.2.  Accounting Terms and Determinations 25   
                  

                    SECTION 1.3.  Types of Borrowings      25

ARTICLE II

                    THE CREDITS  26
                    SECTION 2.1.  Commitments to Lend      26
                    SECTION 2.2.  Notice of Borrowing      26
                    SECTION 2.3.  Money Market Borrowings       26

                       (a)The Money Market Option 26
                       (b)Money Market Quote Request 27
                       (c)Invitation for Money Market Quotes 27
                       (d)Submission and Contents of Money Market
                    Quotes 28
                       (e)Notice to Borrower 29
                       (f)Acceptance and Notice by Borrower 29
                       (g)Allocation by Agent 30
                    SECTION 2.4.  Notice to Banks; Funding of Loans 30
                    SECTION 2.5.  Notes 31
                    SECTION 2.6.  Method of Electing Interest Rates.  



                                       i

<PAGE>   3


                    SECTION 2.7.  Interest Rates  33
                    SECTION 2.8.  Interest Rate Reset Date  34
                    SECTION 2.9.  Maturity Date  36
                    SECTION 2.10. Optional Prepayments  36
                    SECTION 2.11. General Provisions as to Payments  37
                    SECTION 2.12. Funding Losses  37
                    SECTION 2.13. Computation of Interest and Fees  38
                    SECTION 2.14. Use of Proceeds  38


ARTICLE III

                    CONDITIONS  38
                    SECTION 3.1.  Closing  38
                    SECTION 3.2.  Borrowings  40

ARTICLE IV

                    REPRESENTATIONS AND WARRANTIES  41

                    SECTION 4.1.  Existence and Power  41
                    SECTION 4.2.  Power and Authority  41
                    SECTION 4.3.  No Violation  41
                    SECTION 4.4.  Financial Information  42
                    SECTION 4.5.  Litigation  43
                    SECTION 4.6.  Compliance with ERISA  43
                    SECTION 4.7.  Environmental  43
                    SECTION 4.8.  Taxes  44
                    SECTION 4.9.  Full Disclosure  44
                    SECTION 4.10. Solvency  44
                    SECTION 4.11. Use of Proceeds  44
                    SECTION 4.12. Governmental Approvals  44
                    SECTION 4.13. Investment Company Act; Public Utility Holding
                                  Company Act  45
                    SECTION 4.14. Principal Offices  45
                    SECTION 4.15. REIT Status  45
                    SECTION 4.16. Patents, Trademarks, etc.  45
                    SECTION 4.17. Judgments  45
                    SECTION 4.18. No Default  45
                    SECTION 4.19. Licenses, etc.  45
                    SECTION 4.20. Compliance With Law  45
                    SECTION 4.21. No Burdensome Restrictions  46
                    SECTION 4.22. Brokers' Fees  46
                    SECTION 4.23. Labor Matters  46

                                        
                                      ii

<PAGE>   4


                    SECTION 4.24. Insurance  46
                    SECTION 4.25. Organizational Documents  46
                    SECTION 4.26. Qualifying Unencumbered Properties  47
                    SECTION 4.27. "Year 2000" Compliance.  47


ARTICLE V

                    AFFIRMATIVE AND NEGATIVE COVENANTS  47
                    SECTION 5.1.  Information  47
                    SECTION 5.2.  Payment of Obligations  50
                    SECTION 5.3.  Maintenance of Property; Insurance; Leases 50
                    SECTION 5.4.  Maintenance of Existence  50
                    SECTION 5.5.  Compliance with Laws  51
                    SECTION 5.6.  Inspection of Property, Books and Records  51
                    SECTION 5.7.  Existence  51
                    SECTION 5.8.  Financial Covenants  51
                    SECTION 5.9.  Restriction on Fundamental Changes  53
                    SECTION 5.10. Changes in Business  53
                    SECTION 5.11. EOPT Status  54
                    SECTION 5.12. Other Indebtedness  55
                    SECTION 5.13. Forward Equity Contracts.  55

ARTICLE VI

                    DEFAULTS  56
                    SECTION 6.1.  Events of Default  56
                    SECTION 6.2.  Rights and Remedies  58
                    SECTION 6.3.  Notice of Default  59
                    SECTION 6.4.  Distribution of Proceeds after Default  59

ARTICLE VII

                    THE ADMINISTRATIVE AGENT  60
                    SECTION 7.1.  Appointment and Authorization  60
                    SECTION 7.2.  Agency and Affiliates  60
                    SECTION 7.3.  Action by Administrative Agent  60
                    SECTION 7.4.  Consultation with Experts  60


                                        

                                     iii


<PAGE>   5


                    SECTION 7.5.  Liability of Administrative Agent    60
                    SECTION 7.6.  Indemnification  61
                    SECTION 7.7.  Credit Decision  61
                    SECTION 7.8.  Successor Administrative Agent  61
                    SECTION 7.9.  Consents and Approvals  62

ARTICLE VIII

               
                    CHANGE IN CIRCUMSTANCES  63
                    SECTION 8.1.  Basis for Determining Interest Rate Inadequate
                                   or Unfair  63
                    SECTION 8.2.  Illegality  63
                    SECTION 8.3.  Increased Cost and Reduced Return  64
                    SECTION 8.4.  Taxes  65
                    SECTION 8.5.  Base Rate Loans Substituted for Affected
                                  Euro-Dollar Loans  67

ARTICLE IX

                    MISCELLANEOUS  68
                    SECTION 9.1.  Notices  68
                    SECTION 9.2.  No Waivers  68
                    SECTION 9.3.  Expenses; Indemnification  69
                    SECTION 9.4.  Sharing of Set-Offs  70
                    SECTION 9.5.  Amendments and Waivers  71
                    SECTION 9.6.  Successors and Assigns  71
                    SECTION 9.7.  Collateral  74
                    SECTION 9.8.  Governing Law; Submission to Jurisdiction  74
                    SECTION 9.9.  Counterparts; Integration;. Effectiveness  75
                    SECTION 9.10. WAIVER OF JURY TRIAL  75
                    SECTION 9.11. Survival  75
                    SECTION 9.12. Domicile of Loans  75
                    SECTION 9.13. Limitation of Liability  75
                    SECTION 9.14. Recourse Obligation  75
                    SECTION 9.15. Confidentiality  75
                    SECTION 9.16. Bank's Failure to Fund  76
                    SECTION 9.17. Banks' ERISA Covenant  81
                    SECTION 9.17. Bank's ERISA Covenant  81
                    SECTION 9.18. No Bankruptcy Proceedings  81

                                        
                                      iv
<PAGE>   6



SCHEDULE 1.1           Initial Qualifying Unencumbered Properties
SCHEDULE 4.4 (b)       Disclosure of Additional Material Indebtedness
SCHEDULE 4.6           Borrower and EOPT ERISA Plans
SCHEDULE 5.11(c)(1)
SCHEDULE 5.11(c)(2)






                                       vi


<PAGE>   7


                              TERM LOAN AGREEMENT


     THIS TERM LOAN AGREEMENT (this "Agreement") dated as of September 22, 1998
is made among EOP OPERATING LIMITED PARTNERSHIP (the "Borrower"), the FINANCIAL
INSTITUTIONS listed on the signature pages hereof, THE CHASE MANHATTAN BANK, as
Administrative Agent, and CHASE SECURITIES INC., as Arranger and Book Manager.

     For good and valuable consideration the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

                                  ARTICLE I

                                  DEFINITIONS 

     SECTION 1.1. Definitions.  The following terms, as used herein, have the 
following meanings:

     "Absolute Rate Auction" means a solicitation of Money Market Quotes setting
forth Money Market Absolute Rates pursuant to Section 2.4.

     "Administrative Agent" shall mean The Chase Manhattan Bank in its capacity
as Administrative Agent hereunder, and its permitted successors in such capacity
in accordance with the terms of this Agreement.

     "Administrative Questionnaire" means with respect to each Bank, an
administrative questionnaire in the form prepared by the Administrative Agent
and submitted to the Administrative Agent (with a copy to the Borrower) duly
completed by such Bank.

     "Agreement" shall mean this Term Loan Agreement as the same may from time
to time hereafter be modified, supplemented or amended.

     "Applicable Interest Rate" means (i) with respect to any Fixed Rate
Indebtedness, the fixed interest rate applicable to such Fixed Rate Indebtedness
at the time in question, and (ii) with respect to any Floating Rate
Indebtedness, either (x) the rate at which the interest rate applicable to such
Floating Rate Indebtedness is actually capped (or fixed pursuant to an interest
rate hedging device), at the time of calculation, if Borrower has entered into
an interest rate cap agreement or other interest rate hedging device with
respect thereto or (y) if Borrower has not entered into an interest rate cap
agreement or other interest rate hedging device with respect to such Floating
Rate Indebtedness, the greater of (A) the rate at which the interest rate
applicable to such Floating Rate Indebtedness could be fixed for the remaining
term of such Floating Rate Indebtedness, at the time of calculation, by
Borrower's entering into any unsecured interest rate 


                                       1

<PAGE>   8


hedging device either not requiring an upfront payment or if requiring an
upfront payment, such upfront payment shall be amortized over the term of such
device and included in the calculation of the interest rate (or, if such rate is
incapable of being fixed by entering into an unsecured interest rate hedging
device at the time of calculation, a fixed rate equivalent reasonably determined
by Administrative Agent) or (B) the floating rate applicable to such Floating
Rate Indebtedness at the time in question.

     "Applicable Lending Office" means with respect to any Bank, (i) in the case
of its Base Rate Loans, its Domestic Lending Office, (ii) in the case of its
Euro-Dollar Loans, its Euro-Dollar Lending Office, and (iii) in the case of its
Money Market Loans, its Money Market Lending Office.

     "Applicable Margin" means, with respect to each Committed Loan: (i) the
respective percentages per annum determined, at any time, based on the range
into which Borrower's Credit Rating then falls, in accordance with the table set
forth below.  Any change in Borrower's Credit Rating causing it to move to a
different range on the table shall effect an immediate change in the Applicable
Margin.  In the event that Borrower receives only two (2) Credit Ratings, and
such Credit Ratings are not equivalent, the Applicable Margin shall be
determined by the lower of such two (2) Credit Ratings.  In the event that
Borrower receives more than two (2) Credit Ratings, and such Credit Ratings are
not all equivalent, the Applicable Margin shall be determined by the higher of
the ratings from S&P and Moody's, provided that the rating from one of the other
Rating Agencies shall be at least equivalent to such higher rating; provided,
further, that if the rating from one of the other Rating Agencies is not at
least equivalent to the higher of the ratings from S&P and Moody's, then the
Applicable Margin shall be determined by the second (2nd) highest Credit Rating.
In the event that only one of the Rating Agencies shall have set Borrower's
Credit Rating, then the Applicable Margin shall be based on such rating only.


<PAGE>   9

<TABLE>
<CAPTION>
Range of                      Applicable
Borrower's                    Margin for                  Applicable
Credit Rating                 Base Rate                   Margin for Euro
(S&P/Moody's                  Loans                       Dollar Loans
Ratings)                      (% per annum)               (% per annum)
---------------               -------------               ---------------
<S>                           <C>                         <C>
Non-Invest-
ment Grade                    0.0                          1.075

BBB-/Baa3                     0.0                          0.70

BBB/Baa2                      0.0                          0.60

BBB+/Baa1                     0.0                          0.50

A-/A3 or better               0.0                          0.45
</TABLE>

and (ii) from and after the first day following the First Rate Reset Date, the
Revised Applicable Margin, and (iii) from and after the first day following the
Second Rate Reset Date, the Second Revised Applicable Margin.

     "Arranger" means Chase Securities Inc., in its capacity as syndication
agent hereunder and its permitted successors in such capacity in accordance with
the terms of this Agreement.

     "Assignee" has the meaning set forth in Section 9.6(c).

     "Balance Sheet Indebtedness" means with respect to any Person and assuming
such Person is required to prepare financial statements in accordance with GAAP,
without duplication, the Indebtedness of such Person which would be required to
be included on the liabilities side of the balance sheet of such Person in
accordance with GAAP.  Notwithstanding the foregoing, Balance Sheet Indebtedness
shall include current liabilities and all guarantees of Indebtedness of any
Person.

     "Balloon Payments" shall mean with respect to any loan constituting Balance
Sheet Indebtedness, any required principal payment of such loan which is either
(i) payable at the maturity of such Indebtedness or (ii) in an amount which
exceeds fifteen percent (15%) of the original principal amount of such loan;
provided, however, that the final payment of a fully amortizing loan shall not
constitute a Balloon Payment.

     "Bank" means each entity listed on the signature pages hereof (other than
Borrower, the Administrative Agent and the Arranger), each of which is either a
"Qualified Institutional Buyer" (as defined in Rule 144A under the Securities
Act) or an institutional "Accredited 



<PAGE>   10


Investor" (as defined in Rule 501(a)(1), (2), (3), or (7) of the Securities Act
of 1933, as amended), and each Assignee which becomes a Bank pursuant to Section
9.6(c), and their respective successors.

     "Bankruptcy Code" shall mean Title 11 of the United States Code, entitled
"Bankruptcy", as amended from time to time, and any successor statute or
statutes.

     "Base Rate" means, for any day, a rate per annum equal to the higher of (i)
the Prime Rate for such day, and (ii) the sum of 0.5% plus the Federal Funds
Rate for such day. Each change in the Base Rate shall become effective
automatically as of the opening of business on the date of such change in the
Base Rate, without prior written notice to Borrower or Banks.

     "Base Rate Loan" means a Committed Loan to be made by a Bank as a Base Rate
Loan in accordance with the provisions of this Agreement.

     "Benefit Arrangement" means at any time an employee benefit plan within the
meaning of Section 3(3) of ERISA which is not a Plan or a Multiemployer Plan and
which is maintained or otherwise contributed to by any member of the ERISA
Group.

     "Borrower" means EOP Operating Limited Partnership, a Delaware limited
partnership.

     "Borrower's Share" means Borrower's and EOPT's direct or indirect share of
an Investment Affiliate based upon Borrower's and EOPT's percentage ownership
(whether direct or indirect) of such Investment Affiliate.

     "Borrowing" has the meaning set forth in Section 1.3.

     "Business Day" means any day except a Saturday, Sunday or other day on
which commercial banks in New York, New York are authorized by law to close.

     "Capital Leases" as applied to any Person, means any lease of any property
(whether real, personal or mixed) by that Person as lessee which, in conformity
with GAAP, is or should be accounted for as a capital lease on the balance sheet
of that Person.

     "Cash or Cash Equivalents" shall mean (a) cash; (b) marketable direct
obligations issued or unconditionally guaranteed by the United States Government
or issued by an agency thereof and backed by the full faith and credit of the
United States, in each case maturing within one (1) year after the date of
acquisition thereof; (c) marketable direct obligations issued by any state of
the United States of America or any political subdivision of any such state or
any public instrumentality thereof maturing within ninety (90) days after the
date of acquisition thereof and, at the time of acquisition, having one of the
two highest ratings obtainable from any two of S & P, Moody's, Duff or Fitch
(or, if at any time no two of the foregoing shall be rating such obligations,
then from such other nationally recognized rating services acceptable to
Administrative 

<PAGE>   11


Agent ); (d) domestic corporate bonds, other than domestic corporate bonds
issued by Borrower or any of its Affiliates, maturing no more than two (2) years
after the date of acquisition thereof and, at the time of acquisition, having a
rating of at least A or the equivalent from any two (2) of S & P, Moody's, Duff
or Fitch (or, if at any time no two of the foregoing shall be rating such
obligations, then from such other nationally recognized rating services
acceptable to Administrative Agent); (e) variable-rate domestic corporate notes
or medium term corporate notes, other than notes issued by Borrower or any of
its Affiliates, maturing or resetting no more than one (1) year after the date
of acquisition thereof and having a rating of at least AA or the equivalent from
two of S & P, Moody's, Duff or Fitch (or, if at any time no two of the foregoing
shall be rating such obligations, then from such other nationally recognized
rating services acceptable to Administrative Agent); (f) commercial paper
(foreign and domestic) or master notes, other than commercial paper or master
notes issued by Borrower or any of its Affiliates, and, at the time of
acquisition, having a long-term rating of at least A or the equivalent from S &
P, Moody's, Duff or Fitch and having a short-term rating of at least A-1 and P-1
from S & P and Moody's, respectively (or, if at any time neither S & P nor
Moody's shall be rating such obligations, then the highest rating from such
other nationally recognized rating services acceptable to Administrative Agent);
(g) domestic and Eurodollar certificates of deposit or domestic time deposits or
Eurodollar deposits or bankers' acceptances (foreign or domestic) that are
issued by a bank (I) which has, at the time of acquisition, a long-term rating
of at least A or the equivalent from S & P, Moody's, Duff or Fitch and (II) if a
domestic bank, which is a member of the Federal Deposit Insurance Corporation;
and (h) overnight securities repurchase agreements, or reverse repurchase
agreements secured by any of the foregoing types of securities or debt
instruments, provided that the collateral supporting such repurchase agreements
shall have a value not less than 101% of the principal amount of the repurchase
agreement plus accrued interest.

     "Cash Flow" means, for any period, EBITDA for such period, as adjusted for
a normalized recurring level of capital expenditures by Borrower for such
period, which adjustment shall be at the rate of One Dollar and Fifty Cents
($1.50) per square foot per annum of office space leased as of the applicable
date of determination for (i) all Office Properties of Borrower and Consolidated
Subsidiaries, and (ii) Borrower's Share of each Office Property of an Investment
Affiliate (provided that, as to any Office Property acquired during such period
such $1.50 per square foot adjustment shall be pro-rated for the period of
ownership).

     "Closing Date" means the date on or after the Effective Date on which the
conditions set forth in Section 3.1 shall have been satisfied to the
satisfaction of the Administrative Agent.

     "Code" shall mean the Internal Revenue Code of 1986, as amended, and as it
may be further amended from time to time, any successor statutes thereto, and
applicable U.S. Department of Treasury regulations issued pursuant thereto in
temporary or final form.

     "Committed Borrowing" has the meaning set forth in Section 1.3.

<PAGE>   12


     "Committed Loan" means a loan made by a Bank pursuant to Section 2.1;
provided that, if any such loan or loans (or portions thereof) are combined or
subdivided pursuant to a Notice of Interest Rate Election, the term "Committed
Loan" shall refer to the combined principal amount resulting from such
combination or to each of the separate principal amounts resulting from such
subdivision, as the case may be.

     "Commitment" means with respect to each Bank, the amount set forth under
the name of such Bank on the signature pages hereof (and, for each Bank which is
an Assignee, the amount set forth in the Transfer Supplement entered into
pursuant to Section 9.6(c) as the Assignee's Commitment), as such amount may be
reduced from time to time pursuant to Section 2.8 or in connection with an
assignment to an Assignee.

     "Consolidated Subsidiary" means at any date any Subsidiary or other entity
which is consolidated with Borrower or EOPT in accordance with GAAP.

     "Consolidated Tangible Net Worth" means, at any time, the tangible net
worth of Borrower, on a consolidated basis, determined in accordance with GAAP,
plus all accumulated depreciation and amortization of Borrower plus Borrower's
Share of accumulated depreciation and amortization of Investment Affiliates,
deducted, in either case, from earnings in calculating Net Income.

     "Contingent Obligation" as to any Person means, without duplication, (i)
any contingent obligation of such Person required to be shown on such Person's
balance sheet in accordance with GAAP, and (ii) any obligation required to be
disclosed in the footnotes to such Person's financial statements, guaranteeing
partially or in whole any Non-Recourse Indebtedness, lease, dividend or other
obligation, exclusive of contractual indemnities (including, without limitation,
any indemnity or price-adjustment provision relating to the purchase or sale of
securities or other assets) and guarantees of non-monetary obligations (other
than guarantees of completion) which have not yet been called on or quantified,
of such Person or of any other Person.  The amount of any Contingent Obligation
described in clause (ii) shall be deemed to be (a) with respect to a guaranty of
interest or interest and principal, or operating income guaranty, the Net
Present Value of the sum of all payments required to be made thereunder (which
in the case of an operating income guaranty shall be deemed to be equal to the
debt service for the note secured thereby), calculated at the Applicable
Interest Rate, through (i) in the case of an interest or interest and principal
guaranty, the stated date of maturity of the obligation (and commencing on the
date interest could first be payable thereunder), or (ii) in the case of an
operating income guaranty, the date through which such guaranty will remain in
effect, and (b) with respect to all guarantees not covered by the preceding
clause (a), an amount equal to the stated or determinable amount of the primary
obligation in respect of which such guaranty is made or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder) as recorded on the
balance sheet and on the footnotes to the most recent financial statements of
Borrower required to be delivered pursuant to Section 5.1 hereof.
Notwithstanding anything contained herein to the contrary, guarantees of
completion shall not be deemed to be Contingent Obligations unless and until a
claim for payment or per-
<PAGE>   13


formance has been made thereunder, at which time any such guaranty of completion
shall be deemed to be a Contingent Obligation in an amount equal to any such
claim.  Subject to the preceding sentence, (i) in the case of a joint and
several guaranty given by such Person and another Person (but only to the extent
such guaranty is recourse, directly or indirectly to Borrower), the amount of
the guaranty shall be deemed to be 100% thereof unless and only to the extent
that such other Person has delivered Cash or Cash Equivalents to secure all or
any part of such Person's guaranteed obligations and (ii) in the case of a
guaranty (whether or not joint and several) of an obligation otherwise
constituting Indebtedness of such Person, the amount of such guaranty shall be
deemed to be only that amount in excess of the amount of the obligation
constituting Indebtedness of such Person.  Notwithstanding anything contained
herein to the contrary, "Contingent Obligations" shall be deemed not to include
guarantees of Unused Commitments or of construction loans to the extent the same
have not been drawn.  All matters constituting "Contingent Obligations" shall be
calculated without duplication.

     "Convertible Securities" means evidences of shares of stock, limited or
general partnership interests or other ownership interests, warrants, options,
or other rights or securities which are convertible into or exchangeable for,
with or without payment of additional consideration, common shares of beneficial
interest of EOPT or partnership interests of Borrower, as the case may be,
either immediately or upon the arrival of a specified date or the happening of a
specified event.

     "Credit Rating" means the rating assigned by the Rating Agencies to
Borrower's senior unsecured long term indebtedness.

     "Debt Restructuring" means a restatement of, or material change in, the
amortization or other financial terms of any Indebtedness of EOPT, the Borrower
or any Subsidiary or Investment Affiliate.

     "Debt Service" means, for any period and without duplication, Interest
Expense for such period plus scheduled principal amortization (excluding Balloon
Payments) for such period on all Balance Sheet Indebtedness of Borrower on a
consolidated basis, plus Borrower's Share of scheduled principal amortization
(excluding Balloon Payments) for such period on all Balance Sheet Indebtedness
of Investment Affiliates.

     "Default" means any condition or event which with the giving of notice or
lapse of time or both would, unless cured or waived, become an Event of Default.

     "Default Rate" has the meaning set forth in Section 2.5(d).

     "Designated Lender" means a special purpose corporation that (i) shall have
become a party to this Agreement pursuant to Section 9.6(d), and (ii) is not
otherwise a Bank.

     "Designated Lender Notes" means promissory notes of the Borrower,
substantially in the form of Exhibit A-1 hereto, evidencing the obligation of
the Borrower to repay 

<PAGE>   14


Money Market Loans made by Designated Lenders, and "Designated Lender Note"
means any one of such promissory notes issued under Section 9.6(d) hereof.

     "Designating Lender" shall have the meaning set forth in Section 9.6(d)
hereof.

     "Designation Agreement" means a designation agreement in substantially the
form of Exhibit G attached hereto, entered into by a Bank and a Designated
Lender and accepted by the Administrative Agent.

     "Development Activity" means (a) the development and construction of office
buildings and parking facilities by the Borrower or any of its Financing
Partnerships or Joint Venture Subsidiaries excluding Unimproved Assets, (b) the
financing by the Borrower or any of its Financing Partnerships or Joint Venture
Subsidiaries of any such development or construction and (c) the incurrence by
the Borrower or any of its Financing Partnerships or Joint Venture Subsidiaries
of any Contingent Obligations in connection with such development or
construction (other than purchase contracts for Real Property Assets which are
not payable until after completion of development or construction).  For
purposes of Section 5.8(j) hereof, the "value" of Development Activity shall
mean (i) in the case of the development and construction by the Borrower or any
of its Financing Partnerships described in clause (a) of this definition, the
full cost budget to complete such development and construction, (ii) in the case
of the development and construction by a Joint Venture Subsidiary of the
Borrower described in clause (a) of this definition, an amount equal to the
product of (AA) the full cost budget to complete such development and
construction, multiplied by (BB) Borrower's Share of such Joint Venture
Subsidiary, (iii) in the case of the financing of any development and
construction by the Borrower or any of its Financing Partnerships described in
clause (b) of this definition, the amount the Borrower or any Financing
Partnership has committed to fund to pay the cost to complete such development
and construction, (iv) in the case of the financing of any development and
construction by a Joint Venture Subsidiary of the Borrower described in clause
(b) of this definition, an amount equal to the product of (AA) the amount such
Joint Venture Subsidiary has committed to fund to pay the cost to complete such
development and construction, multiplied by (B) Borrower's Share of such Joint
Venture Subsidiary, (v) in the case of the incurrence of any Contingent
Obligations in connection with any development and construction by the Borrower
or any of its Financing Partnerships described in clause (c) of this definition,
the amount of such Contingent Obligation of the Borrower or such Financing
Partnership, (vi) in the case of the incurrence of any Contingent Obligations in
connection with any development and construction by a Joint Venture Subsidiary
of the Borrower described in clause (c) of this definition, an amount equal to
the product of (AA) the amount of such Contingent Obligation of such Joint
Venture Subsidiary, multiplied by (BB) Borrower's Share of such Joint Venture
Subsidiary..

     "Domestic Lending Office" means, as to each Bank, its office located at its
address in the United States set forth in its Administrative Questionnaire (or
identified in its Administrative Questionnaire as its Domestic Lending Office)
or such other office as such Bank may hereafter designate as its Domestic
Lending Office by notice to the Borrower and the Administrative Agent.

<PAGE>   15


     "Duff" means Duff & Phelps Credit Rating Company, or any successor thereto.

     "EBITDA" means, for any period (i) Net Income for such period, plus (ii)
depreciation and amortization expense and other non-cash items deducted in the
calculation of Net Income for such period, plus (iii) Interest Expense deducted
in the calculation of Net Income for such period, plus (iv) Taxes (net of any
Taxes actually paid to, or withheld by, any foreign jurisdiction with respect to
any Real Property Asset located outside of the United States) deducted in the
calculation of Net Income for such period, plus (v) Borrower's Share of the
Investment Affiliate EBITDA for each Investment Affiliate, minus (vi) the gains
(and plus the losses) from extraordinary items or asset sales or write-ups or
forgiveness of indebtedness included (or deducted) in the calculation of Net
Income for such period, all of the foregoing without duplication.

     "Effective Date" means the date this Agreement becomes effective in
accordance with Section 9.9.

     "Environmental Affiliate" means any partnership, joint venture, trust or
corporation in which an equity interest is owned directly or indirectly by the
Borrower and, as a result of the ownership of such equity interest, Borrower may
have recourse liability for Environmental Claims against such partnership, joint
venture, trust or corporation (or the property thereof).

     "Environmental Claim" means, with respect to any Person, any notice, claim,
demand or similar communication (written or oral) by any other Person alleging
potential liability of such Person for investigatory costs, cleanup costs,
governmental response costs, natural resources damage, property damages,
personal injuries, fines or penalties arising out of, based on or resulting from
(i) the presence, or release into the environment, of any Materials of
Environmental Concern at any location, whether or not owned by such Person or
(ii) circumstances forming the basis of any violation, or alleged violation, of
any Environmental Law, in each case (with respect to both (i) and (ii) above) as
to which there is a reasonable possibility of an adverse determination with
respect thereto and which, if adversely determined, would have a Material
Adverse Effect on the Borrower.

     "Environmental Laws" means any and all federal, state, and local statutes,
laws, judicial decisions, regulations, ordinances, rules, judgments, orders,
decrees, plans, injunctions, permits, concessions, grants, licenses, agreements
and other governmental restrictions relating to the environment, the effect of
the environment on human health or to emissions, discharges or releases of
Materials of Environmental Concern into the environment including, without
limitation, ambient air, surface water, ground water, or land, or otherwise
relating to the manufacture, processing, distribution, use, treatment, storage,
disposal, transport or handling of Materials of Environmental Concern or the
clean up or other remediation thereof.

     "EOPT" means Equity Office Properties Trust, a Maryland real estate
investment trust, the sole managing general partner of the Borrower.

<PAGE>   16


     "EOPT Guaranty" means the Guaranty of Payment, dated as of even date
herewith, executed by and between EOPT and Administrative Agent for the benefit
of the Banks.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, or any successor statute.

     "ERISA Group" means the Borrower, any Subsidiary, EOPT and all members of a
controlled group of corporations and all trades or businesses (whether or not
incorporated) under common control and all members of an "affiliated service
group" which, together with the Borrower, any Subsidiary or EOPT, are treated as
a single employer under Section 414 of the Code or Section 4001(b)(1) of ERISA.

     "Euro-Dollar Borrowing" has the meaning set forth in Section 1.3.

     "Euro-Dollar Lending Office" means, as to each Bank, its office, branch or
affiliate located at its address set forth in its Administrative Questionnaire
(or identified in its Administrative Questionnaire as its Euro-Dollar Lending
Office) or such other office, branch or affiliate of such Bank as it may
hereafter designate as its Euro-Dollar Lending Office by notice to the Borrower
and the Administrative Agent.

     "Euro-Dollar Loan" means a Committed Loan to be made by a Bank as a
Euro-Dollar Loan. 

     "Eurodollar Rate" means, for any Interest Period, an interest rate per
annum equal to the rate per annum obtained by multiplying (a) a rate per annum
equal to the rate for U.S. dollar deposits with maturities of 30 days (or, in
the case of the final Interest Period prior to the First Rate Reset Date or the
Second Rate Reset Date, with maturities equivalent to such Interest Period)
which appears on Telerate Page 3750 as of 11:00 a.m., London time, two (2)
Business Days prior to the commencement of such Interest Period, provided,
however, that if such rate does not appear on Telerate Page 3750, the
"Eurodollar Rate" applicable to a particular Interest Period shall mean a rate
per annum equal to the rate at which U.S. dollar deposits, in an amount
approximately equal to the principal balance (or the portion thereof which will
bear interest at a rate determined by reference to the Eurodollar Rate during
the Interest Period to which such Eurodollar Rate is applicable in accordance
with the provisions hereof), and with maturities comparable to the last day of
the Interest Period with respect to which such Eurodollar Rate is applicable,
are offered in immediately available funds in the London interbank market to the
London office of the Administrative Agent by leading banks in the Eurodollar
market at 11:00 a.m., London time, two (2) Business Days prior to the
commencement of the Interest Period to which such Eurodollar Rate is applicable,
by (b) a fraction (expressed as a decimal) the numerator of which shall be the
number one and the denominator of which shall be the number one minus the
Eurodollar Reserve Percentage for such Interest Period.

     "Eurodollar Reserve Percentage" means, for any day, that percentage which
is in effect on such day, as prescribed by the Federal Reserve Board for
determining the maximum reserve requirement (including, without limitation, any
emergency, supplemental or other mar-

<PAGE>   17


ginal reserve requirement) for a member bank of the Federal Reserve System in
New York, New York with deposits exceeding five billion Dollars in respect of
"Eurocurrency Liabilities" (or in respect of any other category of liabilities
which includes deposits by reference to which the interest rate on Eurodollar
Rate Loans is determined or any category of extensions of credit or other assets
which includes loans by a non-United States office of any bank to United States
residents).

     "Event of Default" has the meaning set forth in Section 6.1.

     "Federal Funds Rate" means, for any day, the rate per annum (rounded
upward, if necessary, to the nearest 1/100th of 1%) equal to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Business Day next
succeeding such day, provided that (i) if such day is not a Business Day, the
Federal Funds Rate for such day shall be such rate on such transactions on the
next preceding Business Day as so published on the next succeeding Business Day,
and (ii) if no such rate is so published on such next succeeding Business Day,
the Federal Funds Rate for such day shall be the average rate quoted to the
Administrative Agent on such day on such transactions as determined by the
Administrative Agent.

     "Federal Reserve Board" means the Board of Governors of the Federal Reserve
System as constituted from time to time.

     "FFO" means "funds from operations," defined to mean, without duplication
for any period, Net Income, plus (i) Borrower's Share of the Net Income of any
Investment Affiliate (plus Borrower's Share of real estate depreciation and
amortization expenses of Investment Affiliates), plus (ii) real estate
depreciation and amortization expense for such period, plus (iii) any
amortization of loan discount deducted from the calculation of Net Income for
such period, plus  (iv) Taxes deducted from the calculation of Net Income for
such period, minus (v) gains (and plus the losses) from Debt Restructurings and
sales or other dispositions of Property of the Borrower or any Subsidiary or
Investment Affiliate included (or deducted) in the calculation of Net Income for
such period.

     "Financing Partnerships" means any Subsidiary which is wholly-owned,
directly or indirectly, by Borrower or by Borrower and EOPT, with EOPT holding,
directly or indirectly other than through its interest in Borrower, no more than
a 2% economic interest in such Subsidiary.

     "First Rate Reset Date" means September 29, 1999.

     "Fiscal Quarter" means a fiscal quarter of a Fiscal Year.

     "Fiscal Year" means the fiscal year of Borrower and EOPT.
<PAGE>   18


     "Fitch" means Fitch Investors Services, Inc., or any successor thereto.

     "Fixed Charges" for any Fiscal Quarter period means the sum of (i) Debt
Service for such period, (ii) dividends on preferred units payable by Borrower
for such period, and (iii) distributions made by Borrower in such period to EOPT
for the purpose of paying dividends on preferred shares in EOPT.

     "Fixed Rate Borrowing" has the meaning set forth in Section 1.3.

     "Fixed Rate Indebtedness" means all Indebtedness which accrues interest at
a fixed rate.

     "Floating Rate Indebtedness" means all Indebtedness which is not Fixed Rate
Indebtedness and which is not a Contingent Obligation or an Unused Commitment.

     "Form S-11" means the Form S-11 Registration Statement filed by EOPT with
the Securities and Exchange Commission on May 7, 1997, as amended.

     "Funding Date" means the date on or after the date hereof on which all of
the conditions described in Section 3.1 have been satisfied (or waived) in a
manner satisfactory to the Administrative Agent and on which the Loans are made
by the Banks to the Borrower.

     "GAAP" means generally accepted accounting principles recognized as such in
the opinions and pronouncements of the Accounting Principles Board and the
American Institute of Certified Public Accountants and the Financial Accounting
Standards Board or in such other statements by such other entity as may be
approved by a significant segment of the accounting profession, which are
applicable to the circumstances as of the date of determination.

     "Group of Loans" means, at any time, a group of Loans consisting of (i) all
Committed Loans which are Base Rate Loans at such time, or (ii) all Euro-Dollar
Loans having the same Interest Period at such time; provided that, if a
Committed Loan of any particular Bank is converted to or made as a Base Rate
Loan pursuant to Section 8.2 or 8.5, such Loan shall be included in the same
Group or Groups of Loans from time to time as it would have been in if it had
not been so converted or made.

     "IBOR Auction" means a solicitation of Money Market Quotes setting forth
Money Market Margins based on the Eurodollar Rate pursuant to Section 2.4.

     "Indebtedness" as applied to any Person (and without duplication), means
(a) all indebtedness, obligations or other liabilities of such Person for
borrowed money, (b) all indebtedness, obligations or other liabilities of such
Person evidenced by Securities or other similar instruments, (c) all Contingent
Obligations of such Person, (d) all reimbursement obligations and other
liabilities of such Person with respect to letters of credit or banker's
acceptances issued for such Person's account or other similar instruments for
which a contingent liability exists, (e) all 

<PAGE>   19


obligations of such Person to pay the deferred purchase price of Property or
services, (f) all obligations in respect of Capital Leases (including, without
limitation, ground leases to the extent such ground leases constitute Capital
Leases) of such Person, (g) all indebtedness obligations or other liabilities of
such Person or others secured by a Lien on any asset of such Person, whether or
not such indebtedness, obligations or liabilities are assumed by, or are a
personal liability of such Person, (h) all indebtedness, obligations or other
liabilities (other than interest expense liability) in respect of Interest Rate
Contracts and foreign currency exchange agreements (other than Interest Rate
Contracts purchased to hedge Indebtedness), to the extent such liabilities are
material and are reported or are required under GAAP to be reported by such
Person in its financial statements, (i) ERISA obligations currently due and
payable and (j) all other items which, in accordance with GAAP, would be
included as liabilities on the liability side of the balance sheet of such
Person.

     "Indemnitee" has the meaning set forth in Section 9.3(b).

     "Interest Expense" means, for any period and without duplication, total
interest expense, whether paid, accrued or capitalized of Borrower, on a
consolidated basis determined in accordance with GAAP, plus Borrower's Share of
accrued, paid or capitalized interest with respect to any Balance Sheet
Indebtedness of Investment Affiliates (in each case, including, without
limitation, the interest component of Capital Leases but excluding interest
expense covered by an interest reserve established under a loan facility such as
capitalized construction interest provided for in a construction loan).

     "Interest Period"  means:  (1) with respect to each Euro-Dollar Borrowing,
the period commencing on the date of such Borrowing specified in the Notice of
Borrowing or on the date specified in the applicable Notice of Interest Rate
Election and ending 30 days thereafter as the Borrower may elect in the
applicable Notice of Borrowing or Notice of Interest Rate Election; provided
that:

          (a) any Interest Period which would otherwise end on a day which is
     not a Business Day shall be extended to the next succeeding Business Day
     unless such Business Day falls in another calendar month, in which case
     such Interest Period shall end on the next preceding Business Day;

          (b) any Interest Period which begins on the last Business Day of a
     calendar month (or on a day for which there is no numerically corresponding
     day in the calendar month at the end of such Interest Period) shall end on
     the last Business Day of a calendar month; and

          (c) no Interest Period may end later than the Maturity Date;

(2)  with respect to each Base Rate Borrowing and solely for determining when
interest is payable on any Base Rate Borrowing, the period commencing on the
date of such Borrowing speci-

<PAGE>   20


fied in the Notice of Borrowing or on the date specified (or deemed specified)
in the applicable Notice of Interest Rate Election and ending 30 days
thereafter; provided that:

          (a) any Interest Period which would otherwise end on a day which is
     not a  Business Day shall be extended to the next succeeding Business Day;
     and

          (b) no Interest Period may end later than the Maturity Date;

(3)  with respect to each Money Market IBOR Loan, the period commencing on the
date of borrowing specified in the applicable Money Market Quote Request and
ending such number of months thereafter as the Borrower may elect in accordance
with Section 2.4; provided that:

          (a) any Interest Period which would otherwise end on a day which is
     not a Business Day shall be extended to the next succeeding Business Day
     unless such Business Day falls in another calendar month, in which case
     such Interest Period shall end on the next preceding Business Day;

          (b) any Interest Period which begins on the last Business Day of a
     calendar month (or on a day for which there is no numerically corresponding
     day in the calendar month at the end of such Interest Period) shall,
     subject to clause (c) below, end on the last Business Day of a calendar
     month; and

          (c) no Interest Period may end later than the Maturity;

(4)  with respect to each Money Market Absolute Rate Loan, the period commencing
on the date of borrowing specified in the applicable Money Market Quote Request
and ending such number of days thereafter (but not less than 14 days or more
than 180 days) as the Borrower may elect in accordance with Section 2.4;
provided that:

          (a) any Interest Period which would otherwise end on a day which is
     not a Business Day shall be extended to the next succeeding Business Day;
     and

          (b) no Interest Period may end later than the Maturity Date;

(5) notwithstanding anything contained in this definition of "Interest Period"
to the contrary, however, if any Interest Period shall end less than 30 days
prior to the day prior to the First Rate Reset Date or the Second Rate Reset
Date, then with respect to each Euro-Dollar Borrowing or Money Market Loan, the
period commencing on the date of such Borrowing specified in the Notice of
Borrowing, Notice of Money Market Borrowing or Notice of Interest Rate Election
and ending on the day prior to the First Rate Reset Date or the Second Rate
Reset Date.

     "Interest Rate Contracts" means, collectively, interest rate swap, collar,
cap or similar agreements providing interest rate protection.

<PAGE>   21


     "Investment Affiliate" means any Person in whom EOPT or Borrower holds an
equity interest, directly or indirectly, whose financial results are not
consolidated under GAAP with the financial results of EOPT or Borrower on the
consolidated financial statements of EOPT and Borrower.

     "Investment Affiliate EBITDA" means, for any period (i) the net earnings
(or loss) of an Investment Affiliate for such period calculated in conformity
with GAAP, plus (ii) depreciation and amortization expense and other non-cash
items of such Investment Affiliate deducted in the calculation of such net
earnings (or loss) for such period, plus (iii) total interest expense, whether
paid, accrued or capitalized, of such Investment Affiliate deducted in the
calculation of such net earnings (or loss) for such period, plus (iv) Taxes of
such Investment Affiliate deducted in the calculation of such net earnings (or
loss) for such period.

     "Investment Grade Rating" means a rating for a Person's senior long-term
unsecured debt of BBB- or better from S&P or a rating of Baa3 or better from
Moody's.  In the event that Borrower receives Credit Ratings only from S&P and
Moody's, and such Credit Ratings are not equivalent, the lower of such two (2)
Credit Ratings shall be used to determine whether an Investment Grade Rating was
achieved.  In the event that Borrower receives more than two (2) Credit Ratings,
and such Credit Ratings are not all equivalent, the higher of the ratings from
S&P and Moody's shall be used to determine whether an Investment Grade Rating
was achieved, provided that the rating from one of the other Rating Agencies
shall be at least equivalent to such higher rating; provided, further, that if
the rating from one of the other Rating Agencies is not at least equivalent to
the higher of the ratings from S&P and Moody's, then the second (2nd) highest
Credit Rating shall be used to determine whether an Investment Grade Rating was
achieved.

     "Investment Mortgages" means mortgages securing indebtedness with respect
to Office Properties and Parking Properties directly or indirectly owed to
Borrower or any of its Subsidiaries, including, without limitation, certificates
of interest in real estate mortgage investment conduits.

     "Invitation for Money Market Quotes" has the meaning set forth in Section
2.4(c).

     "Joint Venture Interests" means partnership, limited liability company or
joint venture interests issued by any Person which is an Investment Affiliate
that is not a Subsidiary.

     "Joint Venture Parent" means Borrower or one or more Financing Partnerships
of Borrower which directly owns any interest in a Joint Venture Subsidiary.

     "Joint Venture Subsidiary" means any entity (other than a Financing
Partnership) in which (i) a Joint Venture Parent owns at least 50% of the
economic interests and (ii) the sale or financing of any Property owned by such
Joint Venture Subsidiary is controlled by a Joint Venture Parent.  For purposes
of this definition, the Borrower shall be deemed to "control" Civic Parking,
L.L.C., a Missouri limited liability company ("Civic") so long as (i) a Joint
Venture Parent owns at least 50% of economic interest therein and (ii) such
Joint Venture Parent's con-

<PAGE>   22


sent shall be required to authorize and approve the sale or financing of the
Property owned by Civic.

     "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind, or any other type of
preferential arrangement, in each case that has the effect of creating a
security interest, in respect of such asset.  For the purposes of this
Agreement, the Borrower or any Consolidated Subsidiary shall be deemed to own
subject to a Lien any asset which it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement, capital
lease or other title retention agreement relating to such asset.

     "Loan" means a Base Rate Loan, a Euro-Dollar Loan or a Money Market Loan
and "Loans" means Base Rate Loans, Euro-Dollar Loans, Money Market Loans or any
combination of the foregoing.

     "Loan Documents" means this Agreement, the Notes, and the EOPT Guaranty.

     "Majority Banks" means at any time Banks holding Notes evidencing at least
51% of the aggregate unpaid principal amount of the Loans.

     "Material Adverse Effect" means an effect resulting from any circumstance
or event or series of circumstances or events, of whatever nature (but excluding
general economic conditions), which does or could reasonably be expected to,
materially and adversely (i) impair the ability of the Borrower and its
Consolidated Subsidiaries, taken as a whole, to  perform their respective
obligations under the Loan Documents, or (ii) the ability of Administrative
Agent or the Banks to enforce the Loan Documents. 

     "Material Plan" means at any time a Plan or Plans having aggregate
unfunded liabilities in excess of $5,000,000.

     "Materials of Environmental Conc

ern" means and includes pollutants,
contaminants, hazardous wastes, toxic and hazardous substances, asbestos, lead,
petroleum and petroleum by-products.

     "Maturity Date" shall mean the date when all of the Obligations hereunder
shall be due and payable which shall be September  22, 2000, unless accelerated
pursuant to the terms hereof.

     "Maximum Loan Amount" has the meaning set forth in Section 2.1.

     "Money Market Absolute Rate" has the meaning set forth in Section
2.4(d)(2).

     "Money Market Absolute Rate Loan" means a loan to be made by a Bank
pursuant to an Absolute Rate Auction.

<PAGE>   23


     "Money Market Borrowing" has the meaning set forth in Section 1.3.

     "Money Market IBOR Loan" means a loan to be made by a Bank pursuant to a
IBOR Auction (including, without limitation, such a loan bearing interest at the
Base Rate pursuant to Article VIII).

     "Money Market Lending Office" means, as to each Bank, its Domestic Lending
Office or such other office, branch or affiliate of such Bank as it may
hereafter designate as its Money Market Lending Office by notice to the Borrower
and the Agent; provided that any Bank may from time to time by notice to the
Borrower and the Administrative Agent designate separate Money Market Lending
Offices for its Money Market IBOR Loans, on the one hand, and its Money Market
Absolute Rate Loans, on the other hand, in which case all references herein to
the Money Market Lending Office of such Bank shall be deemed to refer to either
or both of such offices, as the context may require.

     "Money Market Loan" means a Money Market IBOR Loan or a Money Market
Absolute Rate Loan.

     "Money Market Margin" has the meaning set forth in Section 2.4(d)(2).

     "Money Market Quote" means an offer by a Bank to make a Money Market Loan
in accordance with Section 2.4.

     "Money Market Quote Request" has the meaning set forth in Section 2.4(b).

     "Moody's" means Moody's Investors Services, Inc. or any successor thereto.

     "Multiemployer Plan" means at any time an employee pension benefit plan
within the meaning of Section 4001(a)(3) of ERISA to which any member of the
ERISA Group is then making or accruing an obligation to make contributions or
has at any time after September 25, 1980 made contributions or has been required
to make contributions (for these purposes any Person which ceased to be a member
of the ERISA Group after September 25, 1980 will be treated as a member of the
ERISA Group).

     "Negative Pledge" means, with respect to any Property, any covenant,
condition, or other restriction which prohibits or limits the creation or
assumption of any Lien upon such Property to secure any or all of the
Obligations.

     "Net Income" means, for any period, the net earnings (or loss) after Taxes
of the Borrower, on a consolidated basis, before the deduction of minority
interests and before the deduction of payment of any preferred dividends, for
such period calculated in conformity with GAAP.

<PAGE>   24


     "Net Offering Proceeds" means all cash or other assets received by EOPT or
Borrower as a result of the sale of common shares of beneficial interest,
preferred shares of beneficial interest, partnership interests, limited
liability company interests, Convertible Securities or other ownership or equity
interests in EOPT or Borrower less customary costs and discounts of issuance
paid by EOPT or Borrower, as the case may be.

     "Net Price" means, with respect to the purchase of any Property, without
duplication, (i) the aggregate purchase price paid as cash consideration for
such purchase (without adjustment for prorations), including, without
limitation,  the principal amount of any note received or other deferred payment
to be made in connection with such purchase (except as described in clause (ii)
below) and the value of any non-cash consideration delivered in connection with
such purchase (including, without limitation, shares or preferred shares of
beneficial interest in EOPT and OP Units or Preferred OP Units (as defined in
Borrower's partnership agreement)) plus (ii) reasonable costs of sale and
non-recurring taxes paid or payable in connection with such purchase or sale.

     "Net Present Value" shall mean, as to a specified or ascertainable dollar
amount, the present value, as of the date of calculation of any such amount
using a discount rate equal to the Prime Rate in effect as of the date of such
calculation.

     "Non-Recourse Indebtedness" means Indebtedness with respect to which
recourse for payment is limited to (i) specific assets related to a particular
Property or group of Properties encumbered by a Lien securing such Indebtedness
or (ii) any Subsidiary (provided that if a Subsidiary is a partnership, there is
no recourse to Borrower or EOPT as a general partner of such partnership);
provided, however, that personal recourse of Borrower or EOPT for any such
Indebtedness for fraud, misrepresentation, misapplication of cash, waste,
environmental claims and liabilities and other circumstances customarily
excluded by institutional lenders from exculpation provisions and/or included in
separate indemnification agreements in non-recourse financing of real estate
shall not, by itself, prevent such Indebtedness from being characterized as
Non-Recourse Indebtedness.

     "Notes" means the promissory notes of the Borrower, substantially in the
form of Exhibit A  and Exhibit A-1 hereto, evidencing the obligation of the
Borrower to repay the Loans, and "Note" means any one of such promissory notes
issued hereunder.

     "Notice of Borrowing" means a notice from Borrower in accordance with
Section 2.2 or Section 2.3(b)(i).

     "Notice of Interest Rate Election" has the meaning set forth in Section
2.7.

     "Obligations" means all obligations, liabilities, indemnity obligations and
Indebtedness of every nature of the Borrower, from time to time owing to
Administrative Agent or any Bank under or in connection with this Agreement or
any other Loan Document.

<PAGE>   25


     "Office Property" means any Property which constitutes primarily commercial
office space other than a Parking Property.

     "Parking Property" means any Property which is primarily used for parking.

     "Parent" means, with respect to any Bank, any Person controlling such Bank.

     "Participant" has the meaning set forth in Section 9.6(b).

     "PBGC" means the Pension Benefit Guaranty Corporation or any entity
succeeding to any or all of its functions under ERISA.

     "Permitted Holdings" means Unimproved Assets, Development Activity, Joint
Venture Interests, Investment Mortgages and Securities, but only to the extent
permitted in Section 5.8.

     "Permitted Liens" means:

     a.   Liens for Taxes, assessments or other governmental charges not
  yet due and payable or which are being contested in good faith by appropriate
  proceedings promptly instituted and diligently conducted in accordance with
  the terms hereof;

     b.   statutory liens of carriers, warehousemen, mechanics, materialmen and
  other similar liens imposed by law, which are incurred in the ordinary course
  of business for sums not more than sixty (60) days delinquent or which are
  being contested in good faith in accordance with the terms hereof;

     c.   deposits made in the ordinary course of business to secure liabilities
          to insurance carriers; 

     d.   Liens for purchase money obligations for equipment; provided that (i)
          the Indebtedness secured by any such Lien does not exceed the purchase
          price of such equipment, (ii) any such Lien encumbers only the asset
          so purchased and the proceeds upon sale, disposition, loss or
          destruction thereof, and (iii) such Lien, after giving effect to the
          Indebtedness secured thereby, does not give rise to an Event of
          Default;

     e.   easements, rights-of-way, zoning restrictions, other similar charges 
          or encumbrances and all other items listed on Schedule B to Borrower's
          owner's title insurance policies, except in connection with any
          Indebtedness, for any of Borrower's Real Property Assets, so long as
          the foregoing do not interfere in any material respect with the use or
          ordinary conduct of the business of Borrower and do not diminish in
          any material respect the value of the Property to which it is attached
          or for which it is listed;

<PAGE>   26


     f.   Liens and judgments which have been or will be bonded or released of
  record within thirty (30) days after the date such Lien or judgment is entered
  or filed against EOPT, Borrower, or any Subsidiary;

     g.   Liens on Property of the Borrower or its Subsidiaries (other than
  Qualifying Unencumbered Property) securing Indebtedness which may be incurred
  or remain outstanding without resulting in an Event of Default hereunder; and

     h.   Liens in favor of Borrower against any asset of any Financing
  Partnership or Joint Venture Subsidiaries.

     "Person" means an individual, a corporation, a partnership, an association,
a trust or any other entity or organization, including, without limitation, a
government or political subdivision or an agency or instrumentality thereof.

     "Plan" means at any time an employee pension benefit plan (other than a
Multiemployer Plan) which is covered by Title IV of ERISA or subject to the
minimum funding standards under Section 412 of the Code and either (i) is
maintained, or contributed to, by any member of the ERISA Group for employees of
any member of the ERISA Group or (ii) has at any time within the preceding five
years been maintained, or contributed to, by any Person which was at such time a
member of the ERISA Group for employees of any Person which was at such time a
member of the ERISA Group.

     "Prime Rate" means the rate of interest publicly announced by the
Administrative Agent from time to time as its Prime Rate (it being understood
that the same shall not necessarily be the best rate offered by the
Administrative Agent to customers).

     "Pro Rata Share" means, with respect to any Bank, a fraction (expressed as
a percentage), the numerator of which shall be the amount of such Bank's
Commitment and the denominator of which shall be the aggregate amount of all of
the Banks' Commitments, as adjusted from time to time in accordance with the
provisions of this Agreement.

     "Property" means, with respect to any Person, any real or personal
property, building, facility, structure, equipment or unit, or other asset owned
by such Person.

     "Qualified Institution" means, as established to the satisfaction of the
Administrative Agent, (i) a Bank, or (ii) a Qualified Institutional Buyer (as
defined in Rule 144A under the Securities Act) or (iii) an Institutional
Accredited Investor (as defined in Rule 501(a)(1)(2)(3) or (7) of the Securities
Act).

     "Qualifying Unencumbered Property" means any Property (excluding Unimproved
Assets) from time to time which (i) is an operating Office Property or Parking
Property wholly-owned (directly or beneficially) by Borrower, a Financing
Partnership or a Joint Venture Subsidiary, (ii) is not subject (nor are any
equity interests in such Property that are owned di-

<PAGE>   27


rectly or indirectly by Borrower, EOPT or any Joint Venture Parent subject) to a
Lien which secures Indebtedness of any Person other than Permitted Liens, (iii)
is not subject (nor are any equity interests in such Property that are owned
directly or indirectly by Borrower, EOPT or any Joint Venture Parent subject) to
any Negative Pledge (provided that a financial covenant given for the benefit of
any Person that may be violated by the granting of any Lien on any Property to
secure any or all of the Obligations shall not be deemed a Negative Pledge).

     "Rate Reset Notice" has the meaning set forth in Section 2.6.

     "Rating Agencies" means, collectively, S&P, Moody's, Duff and Fitch.

     "Real Property Assets" means as to any Person as of any time, the real
property assets (including, without limitation, interests in participating
mortgages in which such Person's interest therein is characterized as equity
according to GAAP) owned directly or indirectly by such Person at such time.

     "Recourse Debt" shall mean Indebtedness that is not Non-Recourse
Indebtedness.

     "Regulation U" means Regulation U of the Board of Governors of the Federal
Reserve System, as in effect from time to time.

     "Required Banks" means at any time Banks holding Notes evidencing at least
66 2/3% of the aggregate unpaid principal amount of the Loans.

     "Revised Applicable Margin" has the meaning set forth in Section 2.6.

     "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., or any successor thereto.

     "Second Rate Reset Date" means March 29, 2000.

     "Second Revised Applicable Margin" has the meaning set forth in Section
2.6.

     "Secured Debt" means Indebtedness, the payment of which is secured by a
Lien (other than a Permitted Lien, except for those Permitted Liens described in
clauses (d) and (g) of the definition thereof) on any Property owned or leased
by EOPT, Borrower, or any Consolidated Subsidiary plus Borrower's Share of
Indebtedness, the payment of which is secured by a Lien (other than a Permitted
Lien, except for those Permitted Liens described in clauses (d) and (g) of the
definition thereof) on any Property owned or leased by any Investment Affiliate.

     "Securities" means any stock, partnership interests, shares, shares of
beneficial interest, voting trust certificates, bonds, debentures, notes or
other evidences of indebtedness, secured or unsecured, convertible, subordinated
or otherwise, or in general any instruments commonly known as "securities," or
any certificates of interest, shares, or participations in tem-
<PAGE>   28


porary or interim certificates for the purchase or acquisition of, or any right
to subscribe to, purchase or acquire any of the foregoing, but shall not include
Joint Venture Interests or any evidence of the Obligations.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Solvent" means, with respect to any Person, that the fair saleable value
of such Person's assets exceeds the Indebtedness of such Person.

     "Subsidiary" means any corporation or other entity of which securities or
other ownership interests having ordinary voting power to elect a majority of
the board of directors or other persons performing similar functions are at the
time directly or indirectly owned by the Borrower or EOPT.

     "Taxes" means all federal, state, local and foreign income and gross
receipts taxes.

     "Term" has the meaning set forth in Section 2.7.

     "Termination Event" shall mean (i) a "reportable event", as such term is
described in Section 4043 of ERISA (other than a "reportable event" not subject
to the provision for 30-day notice to the PBGC), or an event described in
Section 4062(e) of ERISA, (ii) the withdrawal by any member of the ERISA Group
from a Multiemployer Plan during a plan year in which it is a "substantial
employer" (as defined in Section 4001(a)(2) of ERISA), or the incurrence of
liability by any member of the ERISA Group under Section 4064 of ERISA upon the
termination of a Multiemployer Plan, (iii) the filing of a notice of intent to
terminate any Plan under Section 4041 of ERISA, other than in a standard
termination within the meaning of Section 4041 of ERISA, or the treatment of a
Plan amendment as a distress termination under Section 4041 of ERISA, (iv) the
institution by the PBGC of proceedings to terminate, impose liability (other
than for premiums under Section 4007 of ERISA) in respect of, or cause a trustee
to be appointed to administer, any Plan or (v) any other event or condition that
might reasonably constitute grounds for the termination of, or the appointment
of a trustee to administer, any Plan or the imposition of any liability or
encumbrance or Lien on the Real Property Assets or any member of the ERISA Group
under ERISA or the Code.

     "Total Asset Value" means, with respect to Borrower and without
duplication, (i) for any Properties owned by Borrower, any Consolidated
Subsidiary or Investment Affiliate which was neither acquired nor disposed of by
Borrower, a Consolidated Subsidiary or an Investment Affiliate in the Fiscal
Quarter most recently ended, the quotient obtained by dividing (a) (x) EBITDA
attributable to such Properties for the Fiscal Quarter most recently ended
multiplied by four (4) less (y) $0.20 per square foot of leased office space
within such Properties which are Office Properties, by (b) 0.0875, plus (ii) for
any Property which was acquired by Borrower or a Consolidated Subsidiary in the
Fiscal Quarter most recently ended, the Net Price of the Property paid by
Borrower or the Consolidated Subsidiary for such Property, plus (iii) for 

<PAGE>   29


any Property which was acquired by an Investment Affiliate in the Fiscal Quarter
most recently ended, Borrower's Share of the Net Price of the Property paid by
such Investment Affiliate for such Property,  plus (iv) the value of any Cash or
Cash Equivalent owned by Borrower, plus (v) the value of any Unimproved Assets
and any other tangible assets of Borrower or its Consolidated Subsidiaries
(including foreign currency exchange agreements, to the extent such agreements
are material and are reported or are required under GAAP to be reported by the
Borrower or its Consolidated Subsidiaries in their financial statements),  as
measured on a GAAP basis, plus (vi) Borrower's Share of the value of any
Unimproved Assets and any other tangible assets of any Investment Affiliate as
measured on a GAAP basis.

     "Total Liabilities" means, as of the date of determination and without
duplication, all Balance Sheet Indebtedness of Borrower, on a consolidated
basis, plus Borrower's Share of all Balance Sheet Indebtedness of Investment
Affiliates.

     "Treasury Rate" means, as of any date, a rate equal to the annual yield to
maturity on the U.S. Treasury Constant Maturity Series with a ten year maturity,
as such yield is reported in Federal Reserve Statistical Release H.15 --
Selected Interest Rates, published most recently prior to the date the
applicable Treasury Rate is being determined.  Such yield shall be determined by
straight line linear interpolation between the yields reported in Release H.15,
if necessary.  In the event Release H.15 is no longer published, the
Administrative Agent shall select, in its reasonable discretion, an alternate
basis for the determination of Treasury yield for U.S. Treasury Constant
Maturity Series with ten year maturities.

     "Unencumbered Asset Value" means (i) for any Qualifying Unencumbered
Properties which were neither acquired or disposed of by Borrower, a Financing
Partnership or a Joint Venture Subsidiary in the Fiscal Quarter most recently
ended, the quotient of (a) (x) the aggregate EBITDA for such Fiscal Quarter
attributable to such Qualifying Unencumbered Properties for the Fiscal Quarter
most recently ended multiplied by four (4) less (y) $1.50 per square foot of
leased office space within such Qualifying Unencumbered Properties which are
Office Properties, and less (z) in the case of any Qualifying Unencumbered
Property located outside of the United States, an amount equal to the applicable
withholding taxes imposed by any foreign jurisdiction applicable to the EBITDA
attributable to any such Qualifying Unencumbered Property for the applicable
period, divided by (b) 0.0875,  plus (ii) for all Qualifying Unencumbered
Properties owned (directly or beneficially) by Borrower, any Financing
Partnership or any Joint Venture Subsidiary which were acquired (directly or
indirectly) by the Borrower, any Financing Partnership or any Joint Venture
Subsidiary during the Fiscal Quarter most recently ended, the aggregate Net
Price of such Qualifying Unencumbered Properties paid by Borrower or its
Affiliates for such Qualifying Unencumbered Properties; provided, however, that,
unless otherwise approved by the Majority Banks, (aa) in the event any such
Qualifying Unencumbered Property is owned by a Joint Venture Subsidiary, the
amount of the EBITDA attributable to such Qualifying Unencumbered Property for
purposes of clause (i) above and the Net Price of such Qualifying Unencumbered
Property for the purposes of clause (ii) above shall be reduced to a percentage
equal to the Borrower's percentage ownership interest (whether direct or
indirect) in such Joint Venture Subsidiary, (bb) the portion of the amount of
the Unencumbered Asset Value at-
<PAGE>   30


tributable to any single Qualifying Unencumbered Property which would cause such
amount to exceed twenty-five percent (25%) of the total Unencumbered Asset Value
at such time (after making all adjustments required by this proviso) will be
disregarded in determining Unencumbered Asset Value, (cc) the portion of the
aggregate amount of the Unencumbered Asset Value attributable to Qualifying
Unencumbered Properties that are Parking Properties which would cause such
aggregate amount to exceed twenty-five percent (25%) of the total Unencumbered
Asset Value at such time (after making all adjustments required by this proviso)
will be disregarded in determining Unencumbered Asset Value, (dd) the portion of
the aggregate amount of the Unencumbered Asset Value attributable to Qualifying
Unencumbered Properties that are Qualifying Unencumbered Properties owned by
Joint Venture Subsidiaries (after first taking into account the adjustment
provided in clause (aa) of this proviso) which would cause such aggregate amount
to exceed thirty-five percent (35%) of the total Unencumbered Asset Value at
such time (after making all adjustments required by this proviso) will be
disregarded in determining Unencumbered Asset Value, and (ee) the portion of the
amount of the Unencumbered Asset Value attributable to all Qualifying
Unencumbered Property located outside of the United States (after first taking
into account the adjustment provided in clause (aa) of this proviso) which would
cause such amount to exceed ten percent (10%) of the total Unencumbered Asset
Value at such time (after making all adjustments required by this proviso) will
be disregarded in determining Unencumbered Asset Value.

     "Unencumbered Net Operating Income" means, for any period, for all
Qualifying Unencumbered Properties, the aggregate EBITDA attributable to each
such Qualifying Unencumbered Property for such period (provided that as to any
Qualifying Unencumbered Property acquired during such period, only EBITDA
attributable to such period occurring after such acquisition shall be included),
as adjusted for a normalized recurring level of capital expenditures by Borrower
for such period, which adjustment shall be at the rate of One Dollar and Fifty
Cents ($1.50) per square foot per annum of office space leased as of the
applicable date of determination for all Qualifying Unencumbered Properties that
are Office Properties (provided that, as to any Office Property acquired during
such period, such amount per square foot shall be pro-rated for the period of
ownership).

     "Unimproved Assets" means Real Property Assets containing no material
improvements.

     "United States" means the United States of America, including the fifty
states and the District of Columbia.

     "Unsecured Debt" means the amount of Indebtedness for borrowed money of
EOPT Borrower and any Financing Partnership which is not Secured Debt,
including, without limitation, the amount of all then outstanding Loans, plus,
for the purpose of calculating the ratio of outstanding Unsecured Debt to
Unencumbered Asset Value, an amount equal to the Borrower's percentage ownership
interest (whether direct or indirect) in each Joint Venture Subsidiary times any
Indebtedness for borrowed money of such Joint Venture Subsidiary which is not
Secured Debt.
<PAGE>   31


     "Unsecured Debt Service" means Debt Service payable in respect of Unsecured
Debt.

     "Unused Commitments" shall mean an amount equal to all unadvanced funds
(other than unadvanced funds in connection with any construction loan) which any
third party is obligated to advance to Borrower or another Person or otherwise
pursuant to any loan document, written instrument or otherwise.

     SECTION 1.1. Accounting Terms and Determinations. Unless otherwise
specified herein, all accounting terms used herein shall be interpreted, all
accounting determinations hereunder shall be made, and all financial statements
required to be delivered hereunder shall be prepared in accordance with GAAP
applied on a basis consistent (except for changes concurred in by the Borrower's
independent public accountants) with the most recent audited consolidated
financial statements of the Borrower and its Consolidated Subsidiaries delivered
to the Administrative Agent; provided that for purposes of references to the
financial results and information of "EOPT, on a consolidated basis," EOPT shall
be deemed to own one hundred percent (100%) of the partnership interests in
Borrower; and provided further that, if the Borrower notifies the Administrative
Agent that the Borrower wishes to amend any covenant in Article V to eliminate
the effect of any change in GAAP on the operation of such covenant (or if the
Administrative Agent notifies the Borrower that the Required Banks wish to amend
Article V for such purpose), then the Borrower's compliance with such covenant
shall be determined on the basis of GAAP in effect immediately before the
relevant change in GAAP became effective, until either such notice is withdrawn
or such covenant is amended in a manner reasonably satisfactory to the Borrower
and the Required Banks.

     SECTION 1.2. Types of Borrowings.  The term "Borrowing" denotes the 
aggregation of Loans of one or more Banks to be made to the Borrower pursuant to
Article 2 on the same date, all of which Loans are of the same type (subject to 
Article 8) and, except in the case of Base Rate Loans, have the same initial 
Interest Period.  Borrowings are classified for purposes of this Agreement 
either by reference to the pricing of Loans comprising such Borrowing 
(e.g., a "Fixed Rate Borrowing" is a Euro-Dollar Borrowing or a Money Market 
Borrowing (excluding any such Borrowing consisting of Money Market IBOR Loans 
bearing interest at the Base Rate pursuant to Article VIII), and a 
"Euro-Dollar Borrowing" is a Borrowing comprised of Euro-Dollar Loans) or by 
reference to the provisions of Article 2 under which participation therein is 
determined (i.e., a "Committed Borrowing" is a Borrowing under Section 2.1 in 
which all Banks participate in proportion to their Commitments, while a 
"Money Market Borrowing" is a Borrowing under Section 2.4 in which a Bank's 
share is determined on the basis of its bid in accordance therewith).

<PAGE>   32


                                  ARTICLE II

                                  THE CREDITS


     SECTION 2.1. Commitments to Lend.  Each Bank severally and not jointly 
agrees, on the terms and conditions set forth in this Agreement, to make Loans 
to the Borrower pursuant to this Article as of the Closing Date in an amount 
equal to $328,000,000 (the "Maximum Loan Amount").  The full amount of the Loans
shall be made by the Banks and disbursed to the Borrower on the Funding Date, 
subject to the terms and conditions set forth in this Agreement.

     SECTION 2.2. Notice of Borrowing.  With respect to any Committed Borrowing,
the Borrower shall give Administrative Agent notice not later than 11:00 a.m.
(New York City time) (x) one Business Day before each Base Rate Borrowing, or
(y) three Business Days before each Euro-Dollar Borrowing, specifying:
 
     (i)   the date of such Borrowing, which shall be a Business Day,

     (ii)  the aggregate amount of such Borrowing,

     (iii) whether the Loans comprising such Borrowing are to be Base Rate Loans
     or Euro-Dollar Loans, and

     (iv)  in the case of a Euro-Dollar Borrowing, the duration of the Interest
     Period applicable thereto, subject to the provisions of the definition of
     Interest Period.

          Notwithstanding anything contained herein to the contrary, if the
Borrower fails to deliver a timely Notice of Borrowing or Money Market Quote
Request in connection with the repayment of any Money Market Loan to the
Administrative Agent, then the Borrower shall be deemed to have timely delivered
a Notice of Borrowing requesting Euro-Dollar Loans in an amount equal to the
amount of the Money Market Loans so being repaid.

<PAGE>   33

          SECTION 2.3. Money Market Borrowings.

(a)       The Money Market Option.  From time to time during the Term, and
provided that at such time the Borrower maintains a Credit Rating of at least
BBB- or Baa3 (or their equivalent) from two (2) Rating Agencies at least one (1)
of which is S&P or Moody's, the Borrower may, as set forth in this Section 2.4,
request the Banks during the Term to make offers to make Money Market Loans to
the Borrower, not to exceed, at such time, the lesser of (i) $200,000,000
(adjusted pro rata for changes in the aggregate Commitments), and (ii) the
aggregate Commitments less all Loans then outstanding (excluding any Loans or
any portion thereof to be repaid from the proceeds of such Money Market Loans).
Subject to the provisions of this Agreement, the Borrower may repay any
outstanding Money Market Loan on any day which is a Business Day and any amounts
so repaid may be reborrowed, up to the amount available under this Section 2.4
at the time of such Borrowing, until the Business Day next preceding the
Maturity Date.  The Banks may, but shall have no obligation to, make such offers
and the Borrower may, but shall have no obligation to, accept any such offers in
the manner set forth in this Section 2.4.

(b)       Money Market Quote Request.  When the Borrower wishes to request
offers to make Money Market Loans under this Section, it shall transmit to the
Administrative Agent by telex or facsimile transmission a Money Market Quote
Request substantially in the form of Exhibit B hereto (a "Money Market Quote
Request") so as to be received not later than 11:00 A.M. (New York City time) on
(x) the fifth Business Day prior to the date of Borrowing proposed therein, in
the case of a IBOR Auction or (y) the Business Day immediately preceding the
date of Borrowing proposed therein, in the case of an Absolute Rate Auction (or,
in either case, such other time or date as the Borrower and the Administrative
Agent shall have mutually agreed and shall have notified the Banks not later
than the date of the Money Market Quote Request for the first IBOR Auction or
Absolute Rate Auction for which such change is to be effective) specifying:


     (i)    the proposed date of Borrowing, which shall be a Business Day in the
     case of a IBOR Auction or a Business Day in the case of an Absolute Rate
     Auction,

     (ii)   the aggregate amount of such Borrowing, which shall be $5,000,000 or
     a larger multiple of $100,000,

     (iii)  the duration of the Interest Period applicable thereto (which shall
     not be less than 14 days or more than 180 days), subject to the provisions
     of the definition of Interest Period,

     (iv)   whether the Money Market Quotes requested are to set forth a Money
     Market Margin or a Money Market Absolute Rate, and

     (v)    the aggregate amount of all Money Market Loans then outstanding.


<PAGE>   34


The Borrower may request offers to make Money Market Loans for more than one
Interest Period in a single Money Market Quote Request.  In no event may
Borrower give a Money Market Quote Request within ten (10) days of the giving of
any other Money Market Quote Request.

(c)       Invitation for Money Market Quotes.  Promptly upon receipt of a Money
Market Quote Request, the Administrative Agent shall send to the Banks by telex
or facsimile transmission an "Invitation for Money Market Quotes" substantially
in the form of Exhibit C hereto, which shall constitute an invitation by the
Borrower to each Bank to submit Money Market Quotes offering to make the Money
Market Loans to which such Money Market Quote Request relates in accordance with
this Section.
(d)       Submission and Contents of Money Market Quotes.  Each Bank may submit
a Money Market Quote containing an offer or offers to make Money Market Loans in
response to any Invitation for Money Market Quotes.  Each Money Market Quote
must comply with the requirements of this subsection (d) and must be submitted
to the Administrative Agent by telex or facsimile transmission at its offices
specified in or pursuant to Section 9.1 not later than (x) 2:00 P.M. (New York
City time) on the fourth Business Day prior to the proposed date of Borrowing,
in the case of a IBOR Auction or (y) 9:30 A.M. (New York City time) on the
proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in
either case, such other time or date as the Borrower and the Administrative
Agent shall have mutually agreed and shall have notified to the Banks not later
than the date of the Money Market Quote Request for the first IBOR Auction or
Absolute Rate Auction for which such change is to be effective); provided that
Money Market Quotes submitted by the Administrative Agent (or any affiliate of
the Administrative Agent) in the capacity of a Bank may be submitted, and may
only be submitted, if the Administrative Agent or such affiliate notifies the
Borrower of the terms of the offer or offers contained therein not later than
(x) one hour prior to the deadline for the other Banks, in the case of a IBOR
Auction or (y) one hour prior to the deadline for the other Banks, in the case
of an Absolute Rate Auction.  Subject to Articles 3 and 6, any Money Market
Quote so made shall be irrevocable except with the written consent of the
Administrative Agent given on the instructions of the Borrower.

(e)       Each Money Market Quote shall be in substantially the form of Exhibit
D hereto and shall in any case specify:

     (i)    the proposed date of Borrowing,

     (ii)   the principal amount of the Money Market Loan for which each such
     offer is being made, which principal amount (w) may be greater than or less
     than the Commitment of the quoting Bank, (x) must be $5,000,000 or a larger
     multiple of $100,000, (y) may not exceed the principal amount of Money
     Market Loans for which offers were requested and (z) may be subject to an
     aggregate limitation as to the principal amount of Money Market Loans for
     which offers being made by such quoting Bank may be accepted,

     (iii)  the Interest Period(s) with respect to which each such offer is
     being made,


<PAGE>   35


     (iv)  in the case of a IBOR Auction, the margin above or below the
     applicable Eurodollar Rate (the "Money Market Margin") offered for each
     such Money Market Loan, expressed as a percentage (specified to the nearest
     1/10,000th of 1%) to be added to or subtracted from such base rate,

     (v)  in the case of an Absolute Rate Auction, the rate of interest per
     annum (specified to the nearest 1/10,000th of 1%) (the "Money Market
     Absolute Rate") offered for each such Money Market Loan, and

     (vi)  the identity of the quoting Bank. A Money Market Quote may set forth
     up to five separate offers by the quoting Bank with respect to each 
     Interest Period specified in the related Invitation for Money Market 
     Quotes.

     3.   Any Money Market Quote shall be disregarded if it:

     (i)  is not substantially in conformity with Exhibit D hereto or does not
     specify all of the information required by subsection (d)(2) above;

     (ii)  contains qualifying, conditional or similar language (except for an
     aggregate limitation as provided in subsection (d)(2)(ii) above);

     (iii)  proposes terms other than or in addition to those set forth in the
     applicable Invitation for Money Market Quotes; or

     (iv)  arrives after the time set forth in subsection (d)(1).

(e)       Notice to Borrower.  The Administrative Agent shall promptly (and in
any event within one (1) Business Day after receipt thereof) notify the Borrower
in writing of the terms (x) of any Money Market Quote submitted by a Bank that
is in accordance with subsection (d) and (y) of any Money Market Quote that
amends, modifies or is otherwise inconsistent with a previous Money Market Quote
submitted by such Bank with respect to the same Money Market Quote Request.  Any
such subsequent Money Market Quote shall be disregarded by the Administrative
Agent unless such subsequent Money Market Quote is submitted solely to correct a
manifest error in such former Money Market Quote or modifies the terms of such
previous Money Market Quote to provide terms more favorable to Borrower.  The
Administrative Agent's notice to the Borrower shall specify (A) the aggregate
principal amount of Money Market Loans for which offers have been received for
each Interest Period specified in the related Money Market Quote Request, (B)
the respective principal amounts and Money Market Margins or Money Market
Absolute Rates, as the case may be, so offered and (C) if applicable,
limitations on the aggregate principal amount of Money Market Loans for which
offers in any single Money Market Quote may be accepted.


<PAGE>   36


(f)       Acceptance and Notice by Borrower.  Not later than 10:00 A.M. (New
York City time) on (x) the third Business Day prior to the proposed date of
Borrowing, in the case of a IBOR Auction or (y) the proposed date of Borrowing,
in the case of an Absolute Rate Auction (or, in either case, such other time or
date as the Borrower and the Administrative Agent shall have mutually agreed and
shall have notified to the Banks not later than the date of the Money Market
Quote Request for the first IBOR Auction or Absolute Rate Auction for which such
change is to be effective), the Borrower shall notify the Administrative Agent
of its acceptance or non-acceptance of the offers so notified to it pursuant to
subsection (e).  In the case of acceptance, such notice (a "Notice of Money
Market Borrowing") shall specify the aggregate principal amount of offers for
each Interest Period that are accepted.  The Borrower may accept any Money
Market Quote in whole or in part; provided that: 
 

     1.   the aggregate principal amount of each Money Market Borrowing may not
     exceed the applicable amount set forth in the related Money Market Quote
     Request;

     2.   the principal amount of each Money Market Borrowing must be $5,000,000
     or a larger multiple of $100,000;

     3.   acceptance of offers may only be made on the basis of ascending Money
     Market Margins or Money Market Absolute Rates, as the case may be; and

     4.   the Borrower may not accept any offer that is described in subsection
     (d)(3) or that otherwise fails to comply with the requirements of this
     Agreement.

(g)       Allocation by Agent.  If offers are made by two or more Banks with the
same Money Market Margins or Money Market Absolute Rates, as the case may be,
for a greater aggregate principal amount than the amount in respect of which
such offers are accepted for the related Interest Period, the principal amount
of Money Market Loans in respect of which such offers are accepted shall be
allocated by the Administrative Agent among such Banks as nearly as possible (in
multiples of $100,000, as the Administrative Agent may deem appropriate) in
proportion to the aggregate principal amounts of such offers.   The
Administrative Agent shall promptly (and in any event within one (1) Business
Day after such offers are accepted) notify the Borrower and each such Bank in
writing of any such allocation of Money Market Loans. Determinations by the
Administrative Agent of the allocation of Money Market Loans shall be conclusive
in the absence of manifest error.


(h)       Notwithstanding anything to the contrary contained herein, each Bank
shall be required to fund its Pro Rata Share of Committed Loans in accordance
with Section 2.1 hereof despite the fact that any Bank's Commitment may have
been or may be exceeded as a result of such Bank's making of Money Market Loans.

<PAGE>   37


          SECTION 2.4. Notice to Banks; Funding of Loans.

(a)       Upon receipt of the Notice of Borrowing from Borrower in accordance
with Section 2.2 hereof, the Administrative Agent shall, on the date such Notice
of Borrowing is received by the Administrative Agent, notify each Bank of the
contents thereof and of such Bank's share of such Borrowing, of the interest
rate determined pursuant thereto and the Interest Period(s) (if different from
those requested by the Borrower) and such Notice of Borrowing shall not
thereafter be revocable by the Borrower, unless Borrower shall pay any
applicable expenses pursuant to Section 2.11.

(b)       Not later than 1:00 p.m. (New York City time) on the Closing Date,
each Bank shall (except as provided in subsection (d) of this Section) make
available its share of such Borrowing in Federal funds immediately available in
New York, New York, to the Administrative Agent at its address referred to in
Section 9.1.

(c)       Unless the Administrative Agent shall have received notice from a Bank
prior to the date of the Borrowing that such Bank will not make available to the
Administrative Agent such Bank's share of such Borrowing, the Administrative
Agent may assume that such Bank has made such share available to the
Administrative Agent on the date of the Borrowing in accordance with of this
Section 2.4 and the Administrative Agent may, in reliance upon such assumption,
but shall not be obligated to, make available to the Borrower on such date a
corresponding amount on behalf of such Bank.  If and to the extent that such
Bank shall not have so made such share available to the Administrative Agent,
such Bank agrees to repay to the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to the Borrower until the date such amount is
repaid to the Administrative Agent, at the rate of interest applicable to such
Borrowing hereunder.  If such Bank shall repay to the Administrative Agent such
corresponding amount, such amount so repaid shall constitute such Bank's Loan
included in such Borrowing for purposes of this Agreement.  If such Bank shall
not pay to Administrative Agent such corresponding amount after reasonable
attempts are made by Administrative Agent to collect such amounts from such
Bank, Borrower agrees to repay to Administrative Agent forthwith on demand such
corresponding amounts together with interest thereto, for each day from the date
such amount is made available to Borrower until the date such amount is repaid
to Administrative Agent, at the interest rate applicable thereto one (1)
Business Day after demand. Nothing contained in this Section 2.4(c) shall be
deemed to reduce the Commitment of any Bank or in any way affect the rights of
Borrower with respect to any defaulting Bank or Administrative Agent.  The
failure of any Bank to make available to the Administrative Agent such Bank's
share of any Borrowing in accordance with Section 2.4(b) hereof shall not
relieve any other Bank of its obligations to fund its Commitment, in accordance
with the provisions hereof.

(d)       Subject to the provisions hereof, the Administrative Agent shall make
available the Borrowing to Borrower in Federal funds immediately available in
accordance with, and on the date set forth in, the Notice of Borrowing.
<PAGE>   38


          SECTION 2.5. Notes.

(a)       The Loans of each Bank shall be evidenced by a single Note payable to
the order of such Bank.

(b)       Each Bank may, by notice to the Borrower and the Administrative Agent
request that its Loans of a particular type (including, without limitation,
Money Market Loans) be evidenced by a separate Note in an amount equal to the
aggregate unpaid principal amount of such Loans. Any additional costs incurred
by the Administrative Agent, the Borrower or the Banks in connection with
preparing such a Note shall be at the sole cost and expense of the Bank
requesting such Note. In the event any Loans evidenced by such a Note are paid
in full prior to the Maturity Date, any such Bank shall return such Note to
Borrower.  Each such Note shall be in substantially the form of Exhibit A hereto
with appropriate modifications to reflect the fact that it evidences solely
Loans of the relevant type.  Upon the execution and delivery of any such Note,
any existing Note payable to such Bank shall be replaced or modified
accordingly.  Each reference in this Agreement to the "Note" of such Bank shall
be deemed to refer to and include any or all of such Notes, as the context may
require.

(c)       Upon receipt of each Bank's Note pursuant to Section 3.1(a), the
Administrative Agent shall forward such Note to such Bank.  Each Bank shall
record the date, amount, type and maturity of each Loan made by it and the date
and amount of each payment of principal made by the Borrower with respect
thereto, and may, if such Bank so elects in connection with any transfer or
enforcement of its Note, endorse on the appropriate schedule appropriate
notations to evidence the foregoing information with respect to each such Loan
then outstanding; provided that the failure of any Bank to make any such
recordation or endorsement shall not affect the obligations of the Borrower
hereunder or under the Notes.  Each Bank is hereby irrevocably authorized by the
Borrower so to endorse its Note and to attach to and make a part of its Note a
continuation of any such schedule as and when required.

(d)       The Committed Loans shall mature, and the principal amount thereof
shall be due and payable, on the Maturity Date.

(e)       Each Money Market Loan included in any Money Market Borrowing shall
mature, and the principal amount thereof shall be due and payable, together with
accrued interest thereon, on the earlier to occur of (i) last day of the
Interest Period applicable to such Borrowing or (ii) the Maturity Date. 

(f)       There shall be no more than _____(__) Euro-Dollar Groups of Loans and
no more than ______(__) Money Market Loans outstanding at any one time.

<PAGE>   39


          SECTION 2.6. Method of Electing Interest Rates. (a) The Loans included
in each Committed Borrowing shall bear interest initially at the type of rate
specified by the Borrower in the Notice of Borrowing.  Thereafter, the Borrower
may from time to time elect to change or continue the type of interest rate
borne by each Group of Loans (subject in each case to the provisions of Article
VIII), as follows: if such Loans are Base Rate Loans, the Borrower may elect to
convert all or any portion of such Loans to Euro-Dollar Loans as of any Business
Day; if such Loans are Euro-Dollar Loans, the Borrower may elect to convert all
or any portion of such Loans to Base Rate Loans and/or elect to continue all or
any portion of such Loans as Euro-Dollar Loans for an additional Interest Period
or additional Interest Periods, in each case effective on the last day of the
then current Interest Period applicable to such Loans, or on such other date
designated by Borrower in the Notice of Interest Rate Election provided Borrower
shall pay any losses pursuant to Section 2.12.Each such election shall be made
by delivering a notice (a "Notice of Interest Rate Election") to the
Administrative Agent at least three (3) Business Days before the conversion or
continuation selected in such notice is to be effective.  A Notice of Interest
Rate Election may, if it so specifies, apply to only a portion of the aggregate
principal amount of the relevant Group of Loans; provided that (i) such portion
is allocated ratably among the Loans comprising such Group, (ii) the portion to
which such Notice applies, and the remaining portion to which it does not apply,
are each $500,000 or any larger multiple of $100,000, (iii) there shall be no
more than ____ (__) Euro-Dollar Groups of Loans outstanding at any time, (iv) no
Committed Loan may be continued as, or converted into, a Euro-Dollar Loan when
any Event of Default has occurred and is continuing, and (v) no Interest Period
shall extend beyond the Maturity Date. Each Notice of Interest Rate Election
shall specify: the Group of Loans (or portion thereof) to which such notice
applies; the date on which the conversion or continuation selected in such
notice is to be effective, which shall comply with the applicable clause of
subsection (a) above; if the Loans comprising such Group are to be converted,
the new type of Loans and, if such new Loans are Euro-Dollar Loans, the duration
of the initial Interest Period applicable thereto; and if such Loans are to be
continued as Euro-Dollar Loans for an additional Interest Period, the duration
of such additional Interest Period.Each Interest Period specified in a Notice of
Interest Rate Election shall comply with the provisions of the definition of
Interest Period. Upon receipt of a Notice of Interest Rate Election from the
Borrower pursuant to subsection (a) above, the Administrative Agent shall notify
the Documentation Agent and each Bank the same day as it receives such Notice of
Interest Rate Election of the contents thereof, the interest rates determined
pursuant thereto and the Interest Periods (if different from those requested by
the Borrower) and such notice shall not thereafter be revocable by the Borrower.
If the Borrower fails to deliver a timely Notice of Interest Rate Election to
the Administrative Agent for any Group of Euro-Dollar Loans, such Loans shall be
converted into Euro-Dollar Loans on the last day of the then current Interest
Period applicable thereto. SECTION   Interest Rates SECTION   Method of Electing
Interest Rates.    The Loans included in each Committed Borrowing shall bear
interest initially at the type of rate specified by the Borrower in the Notice
of Borrowing.  Thereafter, the Borrower may from time to time elect to change or
continue the type of interest rate borne by each Group of Loans (subject in each
case to the provisions of Article VIII), as follows: 

          (i) if such Loans are Base Rate Loans, the Borrower may elect to 
          convert all or any portion of such Loans to Euro-

<PAGE>   40
Dollar Loans as of any Business Day; 

     (ii)      if such Loans are Euro-Dollar Loans, the Borrower may elect to 
convert all or any portion of such Loans to Base Rate Loans and/or elect to
continue all or any portion of such Loans as Euro-Dollar Loans for an additional
Interest Period or additional Interest Periods, in each case effective on the
last day of the then current Interest Period applicable to such Loans, or on
such other date designated by Borrower in the Notice of Interest Rate Election
provided Borrower shall pay any losses pursuant to Section 2.12. Each such
election shall be made by delivering a notice (a "Notice of Interest Rate
Election") to the Administrative Agent at least three (3) Business Days before
the conversion or continuation selected in such notice is to be effective. A
Notice of Interest Rate Election may, if it so specifies, apply to only a
portion of the aggregate principal amount of the relevant Group of Loans;
provided that (i) such portion is allocated ratably among the Loans comprising
such Group, (ii) the portion to which such Notice applies, and the remaining
portion to which it does not apply, are each $500,000 or any larger multiple of
$100,000, (iii) there shall be no more than (_) Euro-Dollar Groups of Loans
outstanding at any time, (iv) no Committed Loan may be continued as, or
converted into, a Euro-Dollar Loan when any Event of Default has occurred and is
continuing, and (v) no Interest Period shall extend beyond the Maturity Date.

b)   Each Notice of Interest Rate Election shall specify: 

     (i)       the Group of Loans (or portion thereof) to which such notice 
     applies; 

     (ii)      the date on which the conversion or continuation selected in 
     such notice is to be effective, which shall comply with the applicable 
     clause of subsection (a) above;

     (iii)     if the Loans comprising such Group are to be 
     converted, the new type of Loans and, if such new Loans are Euro-Dollar 
     Loans, the duration of the initial Interest Period applicable thereto; and 

     (iv)      if such Loans are to be continued as Euro-Dollar Loans for an 
     additional Interest Period, the duration of such additional Interest 
     Period. Each Interest Period specified in a Notice of Interest Rate 
     Election shall comply with the provisions of the definition of Interest 
     Period.

(c)  Upon receipt of a Notice of Interest Rate Election from the Borrower 
pursuant to subsection (a) above, the Administrative Agent shall notify the     
Documentation Agent and each Bank the same day as it receives such Notice of
Interest Rate Election of the contents thereof, the interest rates determined
pursuant thereto and the Interest Periods (if different from those requested by
the Borrower) and such notice shall not thereafter be revocable by the
Borrower. If the Borrower fails to deliver a timely Notice of Interest Rate
Election to the Administrative Agent for any Group of Euro-Dollar Loans, such
Loans shall be converted into Euro-Dollar Loans on the last day of the then
current Interest Period applicable thereto.

<PAGE>   41

          SECTION 2.7. Interest Rates.

(a)       Each Base Rate Loan shall bear interest on the outstanding principal
amount thereof, for each day from the date such Loan is made until the date it
is repaid or converted into a Euro-Dollar Loan pursuant to Section 2.6, at a
rate per annum equal to the Base Rate plus the Applicable Margin for Base Rate
Loans for such day.
(b)       Each Euro-Dollar Loan shall bear interest on the outstanding principal
amount thereof, for each day during the Interest Period applicable thereto, at a
rate per annum equal to the sum of the Applicable Margin for Euro-Dollar Loans
for such day plus the Eurodollar Rate applicable to such Interest Period.
(c)       Subject to Section 8.1, each Money Market IBOR Loan shall bear
interest on the outstanding principal amount thereof, for the Interest Period
applicable thereto, at a rate per annum equal to the sum of the Interbank
Offered Rate for such Interest Period (determined in accordance with Section
2.6(b) as if the related Money Market IBOR Borrowing were a Euro-Dollar
Borrowing) plus (or minus) the Money Market Margin quoted by the Bank making
such Loan in accordance with Section 2.4.  Each Money Market Absolute Rate Loan
shall bear interest on the outstanding principal amount thereof, for the
Interest Period applicable thereto, at a rate per annum equal to the Money
Market Absolute Rate quoted by the Bank making such Loan in accordance with
Section 2.4.  Any overdue principal of or interest on any Money Market Loan
shall bear interest, payable on demand, for each day until paid at a rate per
annum equal to the Base Rate until such failure shall become an Event of Default
and thereafter at a rate per annum equal to the sum of 4% plus the Base Rate for
such day.
(d)       In the event that, and for so long as, any Event of Default shall have
occurred and be continuing, the outstanding principal amount of the Loans, and,
to the extent permitted by applicable law, overdue interest in respect of all
Loans, shall bear interest at the annual rate equal to the sum of the Base Rate
and four percent (4%) (the "Default Rate").
(e)       The Administrative Agent shall determine each interest rate applicable
to the Loans hereunder.  The Administrative Agent shall give prompt notice to
the Borrower and the Banks of each rate of interest so determined, and its
determination thereof shall be conclusive in the absence of demonstrable error.
(f)       Interest on all Loans shall be payable on the first Business Day of
each calendar month.
<PAGE>   42


          SECTION 2.8. Interest Rate Reset Date.  (a) The Borrower shall deliver
written notice to the Administrative Agent on or before the date which is twenty
(20) Business Days prior to the First Rate Reset Date to reset the Applicable
Margin for the Loans, which notice shall contain Borrower's tentative revised
Applicable Margin for the Loans. Within five (5) Business Days thereafter,
Borrower, in consultation with the Administrative Agent, shall determine a final
revised Applicable Margin for the Loans and shall, within fifteen (15) Business
Days prior to the First Rate Reset Date deliver written notice (a "Rate Reset
Notice") to each of the Banks which Rate Reset Notice shall contain a revised
Applicable Margin for the Euro-Dollar Loans (the "Revised Applicable Margin").
The Borrower's delivery of the Rate Reset Notice shall be irrevocable. If the
Borrower fails to deliver the Rate Reset Notice to each Bank on or prior to the
date which is fifteen (15) Business Days prior to the First Rate Reset Date,
then the Revised Applicable Margin shall be deemed to be equal to the Applicable
Margin. Within five (5) Business Days after Borrower's delivery of the Rate
Reset Notice, or if the Borrower shall fail to deliver the Rate Reset Notice, on
or before the date which is ten (10) Business Days prior to the First Rate Reset
Date, each Bank shall deliver written notice to the Borrower and the
Administrative Agent of such Bank's election (which election may be made in each
Bank's sole and absolute discretion): (i) to accept the Revised Applicable
Margin contained in the Rate Reset Notice, in which event, from the first day
following the First Rate Reset Date through the day prior to the Second Rate
Reset Date, the Applicable Margin for all Loans made, continued or maintained by
such Bank shall be the Revised Applicable Margin; or (ii) to reject the Revised
Applicable Margin (it being understood that each Bank shall have the right to
reject the Revised Applicable Margin whether the same shall be the same as,
greater than, or less than, the Applicable Margin) , in which case all Loans
(together with accrued interest thereon) made by such Bank shall be repaid by
the Borrower on the First Rate Reset Date and such date shall be deemed to be
the Maturity Date with respect to such Bank's Loans.  Any Bank which fails to
deliver notice of its election as set forth in the preceding sentence within
five (5) Business Days after Borrower's delivery of the Rate Reset Notice shall
be deemed to have accepted the Revised Applicable Margin. The failure of the
Borrower to repay on or before the First Rate Reset Date all amounts due to any
Bank that rejects the Revised Applicable Margin shall constitute an Event of
Default hereunder.

     (b)  The Borrower shall deliver written notice to the Administrative Agent
on or before the date which is twenty (20) Business Days prior to the Second
Rate Reset Date to reset the Revised Applicable Margin for the Loans, which
notice shall contain Borrower's tentative revised Revised Applicable Margin for
the Loans. Within five (5) Business Days thereafter, Borrower, in consultation
with the Administrative Agent, shall determine a final revised Revised
Applicable Margin for the Loans and shall, within fifteen (15) Business Days
prior to the Second Rate Reset Date deliver a Rate Reset Notice to each of the
Banks which Rate Reset Notice shall contain a revised Revised Applicable Margin
for the Euro-Dollar Loans (the "Second Revised Applicable Margin"). The
Borrower's delivery of the Rate Reset Notice shall be irrevocable. If the
Borrower fails to deliver the Rate Reset Notice to each Bank on or prior to the
date which is fifteen (15) Business Days prior to the Second Rate Reset Date,
then the Second Revised Applicable Margin shall be deemed to be equal to the
Revised Applicable Margin. Within five (5) Business Days after Borrower's
delivery of the Rate Reset Notice, or if the Borrower shall fail to 


<PAGE>   43


deliver the Rate Reset Notice, on or before the date which is ten (10) Business
Days prior to the Second Rate Reset Date, each Bank shall deliver written notice
to the Borrower and the Administrative Agent of such Bank's election (which
election may be made in each Bank's sole and absolute discretion): (i) to accept
the Second Revised Applicable Margin contained in the Rate Reset Notice, in
which event, from the first day following the Second Rate Reset Date, the
Applicable Margin for all Loans made, continued or maintained by such Bank shall
be the Second Revised Applicable Margin; or (ii) to reject the Second Revised
Applicable Margin (it being understood that each Bank shall have the right to
reject the Second Revised Applicable Margin whether the same shall be the same
as, greater than, or less than, the Revised Applicable Margin) , in which case
all Loans (together with accrued interest thereon) made by such Bank shall be
repaid by the Borrower on the Second Rate Reset Date and such date shall be
deemed to be the Maturity Date with respect to such Bank's Loans.  Any Bank
which fails to deliver notice of its election as set forth in the preceding
sentence within five (5) Business Days after Borrower's delivery of the Rate
Reset Notice shall be deemed to have accepted the Second Revised Applicable
Margin. The failure of the Borrower to repay on or before the Second Rate Reset
Date all amounts due to any Bank that rejects the Second Revised Applicable
Margin shall constitute an Event of Default hereunder.

          SECTION 2.9.  Maturity Date.

          The term (the "Term") of the Commitments (and each Bank's obligations
to make Loans hereunder) shall terminate and expire on the Maturity Date.  Upon
the date of the termination of the Term, any Loans then outstanding (together
with accrued interest thereon and all other Obligations) shall be due and
payable.

          SECTION 2.10. Optional Prepayments.

(a)       The Borrower may, upon at least one (1) Business Day's notice to the
Administrative Agent, prepay any Group of Base Rate Loans or any Money Market
Borrowing bearing interest at the Base Rate pursuant to Section 8.1, in whole at
any time, or from time to time in part in amounts aggregating One Million
Dollars ($1,000,000) or any larger multiple of One Hundred Thousand Dollars
($100,000), by paying the principal amount to be prepaid together with accrued
interest thereon to the date of prepayment.  Each such optional prepayment shall
be applied to prepay ratably the Loans of the several Banks included in such
Group or Borrowing.

(b)       The Borrower may, upon at least one (1) Business Days' notice to the
Administrative Agent, prepay any Euro-Dollar Loan as of the last day of the
Interest Period applicable thereto.  Except as provided in Article 8 and except
with respect to any Euro-Dollar Loan which has been converted to a Base Rate
Loan pursuant to Section 8.2, 8.3 or 8.4 hereof, the Borrower may not prepay all
or any portion of the principal amount of any Euro-Dollar Loan prior to the end
of the Interest Period applicable thereto unless the Borrower shall also pay any
applicable expenses pursuant to Section 2.12.  Any such prepayment shall be upon
at least three (3) Business Days notice to the Administrative Agent.  Each such
optional prepayment shall be in the amounts set forth in Section 2.10(a) above
and shall be applied to prepay ratably the Loans of the

<PAGE>   44


Banks included in any Group of Euro-Dollar Loans, except that any Euro-Dollar
Loan which has been converted to a Base Rate Loan pursuant to Section 8.2, 8.3
or 8.4 hereof may be prepaid without ratable payment of the other Loans in such
Group of Loans which have not been so converted. In addition, the Borrower may
not prepay all or any portion of the principal amount of any Money Market Loan
prior to the end of the Interest Period applicable thereto without the consent
of all applicable Designated Lenders and Banks.

(c)       Any amounts so prepaid pursuant to Section 2.10 (a) or (b) (other a
repayment of (x) Money Market Loans, or (y) Committed Loans in connection with
the making of a Money Market Loan) may not be reborrowed.

          SECTION 2.11. General Provisions as to Payments.

(a)       The Borrower shall make each payment of principal of and interest on
the Loans and of fees hereunder, not later than 11:00 a.m. (New York, New York
time) on the date when due, in Federal or other funds immediately available in
New York, New York, to the Administrative Agent at its address referred to in
Section 9.1.  The Administrative Agent will promptly (and in any event within
one (1) Business Day after receipt thereof) distribute to each Bank its ratable
share (or applicable share with respect to Money Market Loans) of each such
payment received by the Administrative Agent for the account of the Banks.  If
and to the extent that the Administrative Agent shall receive any such payment
for the account of the Banks on or before 12:00 Noon (New York, New York time)
on any Business Day, and Administrative Agent shall not have distributed to any
Bank its applicable share of such payment on such Business Day, Administrative
Agent shall distribute such amount to such Bank together with interest thereon,
for each day from the date such amount should have been distributed to such Bank
until the date Administrative Agent distributes such amount to such Bank, at the
Federal Funds Rate.  Whenever any payment of principal of, or interest on, the
Base Rate Loans, shall be due on a day which is not a Business Day, the date for
payment thereof shall be extended to the next succeeding Business Day. Whenever
any payment of principal of, or interest on, the Euro-Dollar Loans shall be due
on a day which is not a Business Day, the date for payment shall be extended to
the next succeeding Business Day unless such Business Day falls in another
calendar month, in which case the date for payment thereof shall be the next
preceding Business Day.  Whenever any payment of principal of, or interest on,
the Money Market Loans shall be due on a day which is not a Business Day, the
date for payment thereof shall be extended  to the next succeeding Business Day.
If the date for any payment of principal is extended by operation of law or
otherwise, interest thereon shall be payable for such extended time.

(b)       Unless the Administrative Agent shall have received notice from the
Borrower prior to the date on which any payment is due to the Banks hereunder
that the Borrower will not make such payment in full, the Administrative Agent
may assume that the Borrower has made such payment in full to the Administrative
Agent on such date and the Administrative Agent may, in reliance upon such
assumption, cause to be distributed to each Bank on such due date an amount
equal to the amount then due such Bank.  If and to the extent that the Borrower
shall not have so made such payment, each Bank shall repay to the Administrative
Agent forthwith on 


<PAGE>   45


demand such amount distributed to such Bank together with interest thereon, for
each day from the date such amount is distributed to such Bank until the date
such Bank repays such amount to the Administrative Agent, at the Federal Funds
Rate.

          SECTION 2.12.  Funding Losses.  If the Borrower makes any payment of
principal with respect to any Euro-Dollar Loan or Money Market IBOR Loan
(pursuant to Article VI or otherwise) on any day other than the last day of the
Interest Period applicable thereto, or if the Borrower fails to borrow any
Euro-Dollar Loans or Money Market IBOR Loans after the notice has been given to
any Bank in accordance with Section 2.3(a) or 2.4(f), as applicable, or if
Borrower shall deliver a Notice of Interest Rate Election specifying that a
Euro-Dollar Loan shall be converted on a date other than the first (1st) day of
the then current Interest Period applicable thereto, the Borrower shall
reimburse each Bank within 15 days after certification of such Bank of such loss
or expense (which shall be delivered by each such Bank to Administrative Agent
for delivery to Borrower) for any resulting loss or expense incurred by it (or
by an existing Participant in the related Loan), including, without limitation,
any loss incurred in obtaining, liquidating or employing deposits from third
parties, but excluding loss of margin for the period after any such payment or
failure to borrow, provided that such Bank shall have delivered to
Administrative Agent and Administrative Agent shall have delivered to the
Borrower a certification as to the amount of such loss or expense, which
certification shall set forth in reasonable detail the basis for and calculation
of such loss or expense and shall be conclusive in the absence of demonstrable
error.

          SECTION 2.13.  Computation of Interest and Fees.   All interest and
fees shall be computed on the basis of a year of 360 days and paid for the
actual number of days elapsed (including the first day but excluding the last
day).

          SECTION 2.14. Use of Proceeds.  The Borrower shall use the proceeds
of the Loans for general corporate purposes, including, without limitation, the
acquisition of real property to be used in the Borrower's existing business, the
payment or prepayment of existing indebtedness, and for general working capital
needs of the Borrower.

                                  ARTICLE III

                                   CONDITIONS

          SECTION 3.1. Closing.  The closing hereunder shall occur on the date
when each of the following conditions is satisfied (or waived in writing by the
Administrative Agent and the Banks), each document to be dated the Closing Date
unless otherwise indicated:

(a)       the Borrower shall have executed and delivered to the Administrative
Agent a Note for the account of each Bank dated on or before the Closing Date
complying with the provisions of Section 2.4;


<PAGE>   46


(b)       the Borrower, the Administrative Agent and Arranger and each of the
Banks shall have executed and delivered to the Borrower and the Administrative
Agent a duly executed original of this Agreement;

(c)       EOPT shall have executed and delivered to the Administrative Agent a
duly executed original of the EOPT Guaranty;

(d)       the Administrative Agent shall have received an opinion of Rosenberg &
Liebentritt, P.C., counsel for the Borrower and EOPT, acceptable to the
Administrative Agent, the Banks and their counsel, as well as an opinion of
Skadden, Arps, Slate, Meagher & Flom, LLP, counsel to the Administrative Agent;

(e)       the Administrative Agent shall have received all documents the
Administrative Agent may reasonably request relating to the existence of the
Borrower and EOPT, the authority for and the validity of this Agreement and the
other Loan Documents, the incumbency of officers executing this Agreement and
the other Loan Documents and any other matters relevant hereto, all in form and
substance satisfactory to the Administrative Agent.  Such documentation shall
include, without limitation, the agreement of limited partnership of the
Borrower, as well as the certificate of limited partnership of the Borrower,
both as amended, modified or supplemented to the Closing Date, certified to be
true, correct and complete by a senior officer of the Borrower as of a date not
more than ten (10) days prior to the Closing Date, together with a certificate
of existence as to the Borrower from the Secretary of State (or the equivalent
thereof) of Delaware, to be dated not more than thirty (30) days prior to the
Closing Date, as well as the declaration of trust of EOPT, as amended, modified
or supplemented to the Closing Date, certified to be true, correct and complete
by a senior officer of EOPT as of a date not more than ten (10) days prior to
the Closing Date, together with a good standing certificate as to EOPT from the
Secretary of State (or the equivalent thereof) of Maryland, to be dated not more
than thirty (30) days prior to the Closing Date;

(f)       the Borrower and EOPT each shall have executed a solvency certificate
acceptable to the Administrative Agent;

(g)       the Administrative Agent shall have received all certificates,
agreements and other documents and papers referred to in this Section 3.1 and
the Notice of Borrowing referred to in Section 3.2, if applicable, unless
otherwise specified, in sufficient counterparts, satisfactory in form and
substance to the Administrative Agent in its sole discretion;

(h)       the Borrower shall have taken all actions required to authorize the
execution and delivery of this Agreement and the other Loan Documents and the
performance thereof by the Borrower, and EOPT shall have taken all actions
required to authorize the execution and delivery of the reaffirmation of the
EOPT Guaranty and the other Loan Documents and the performance thereof by EOPT;



<PAGE>   47


(i)       the Banks shall be satisfied that neither the Borrower, EOPT nor any
Consolidated Subsidiary is subject to any present or contingent environmental
liability which could have a Material Adverse Effect and the Borrower shall have
delivered a certificate so stating;

(j)       the Administrative Agent shall have received all fees due and payable
on or before the Closing Date, and the reasonable fees and expenses accrued
through the Closing Date of Skadden, Arps, Slate, Meagher & Flom LLP shall have
been paid to Skadden, Arps, Slate, Meagher & Flom LLP;

(k)       the Borrower shall have delivered copies of all consents, licenses and
approvals, if any, required in connection with the execution, delivery and
performance by the Borrower and EOPT, and the validity and enforceability, of
the Loan Documents, or in connection with any of the transactions contemplated
thereby, and such consents, licenses and approvals shall be in full force and
effect; 

(l)       no Default or Event of Default shall have occurred; and

(m)       the Borrower shall have delivered a certificate in form acceptable to
Administrative Agent showing compliance with the requirements of Section 5.8 as
of the Closing Date.

          SECTION 3.2.  Borrowings.  The obligation of any Bank to make a Loan
on the Funding Date is subject to the satisfaction of the following conditions:

(a)       receipt by the Administrative Agent of a Notice of Borrowing as
required by Section 2.2;

(b)       immediately after such Borrowing, the aggregate outstanding principal
amount of the Loans will not exceed the aggregate amount of the Commitments;

(c)       immediately before and after such Borrowing, no Default or Event of
Default shall have occurred and be continuing both before and after giving
effect to the making of such Loans;

(d)       the representations and warranties of the Borrower contained in this
Agreement (other than representations and warranties which expressly speak as of
a different date) shall be true and correct in all material respects on and as
of the date of such Borrowing both before and after giving effect to the making
of such Loans;

(e)       no law or regulation shall have been adopted, no order, judgment or
decree of any governmental authority shall have been issued, and no litigation
shall be pending, which does or seeks to enjoin, prohibit or restrain, the
making or repayment of the Loans or the consummation of the transactions
contemplated by this Agreement; and



<PAGE>   48


(f)       no event, act or condition shall have occurred after the Closing Date
which, in the reasonable judgment of the Administrative Agent or the Required
Banks, as the case may be, has had or is likely to have a Material Adverse
Effect.

(g)      Each Borrowing hereunder shall be deemed to be a representation and
warranty by the Borrower on the date of such Borrowing as to the facts specified
in clauses (b), (c), (d), (e) and (f) (to the extent that Borrower is or should
have been aware of any Material Adverse Effect) of this Section, except as
otherwise disclosed in writing by Borrower to the Banks. Notwithstanding
anything to the contrary, no Borrowing shall be permitted if such Borrowing
would cause Borrower to fail to be in compliance with any of the covenants
contained in this Agreement or in any of the other Loan Documents.


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

               In order to induce the Administrative Agent and each of the Banks
which is or may become a party to this Agreement to make the Loans, the Borrower
makes the following representations and warranties as of the Closing Date.  Such
representations and warranties shall survive the effectiveness of this
Agreement, the execution and delivery of the other Loan Documents and the making
of the Loans.

          SECTION 4.1. Existence and Power.   The Borrower is a limited
partnership, duly formed and validly existing as a limited partnership under the
laws of the State of Delaware and has all powers and all material governmental
licenses, authorizations, consents and approvals required to own its property
and assets and carry on its business as now conducted or as it presently
proposes to conduct and has been duly qualified and is in good standing in every
jurisdiction in which the failure to be so qualified and/or in good standing is
likely to have a Material Adverse Effect.  EOPT is a real estate investment
trust, duly formed, validly existing and in good standing as a real estate
investment trust under the laws of the State of Maryland and has all powers and
all material governmental licenses, authorizations, consents and approvals
required to own its property and assets and carry on its business as now
conducted or as it presently proposes to conduct and has been duly qualified and
is in good standing in every jurisdiction in which the failure to be so
qualified and/or in good standing is likely to have a Material Adverse Effect.

          SECTION 4.2. Power and Authority.  The Borrower has the partnership
power and authority to execute, deliver and carry out the terms and provisions
of each of the Loan Documents to which it is a party and has taken all necessary
partnership action, if any, to authorize the execution and delivery on behalf of
the Borrower and the performance by the Borrower of such Loan Documents. The
Borrower and EOPT each have duly executed and delivered each Loan Document to
which it is a party in accordance with the terms of this Agreement, and each
such Loan Document constitutes the legal, valid and binding obligation of the
Borrower and EOPT, 


<PAGE>   49

enforceable in accordance with its terms, except as enforceability may be 
limited by applicable insolvency, bankruptcy or other laws affecting creditors 
rights generally, or general principles of equity, whether such enforceability
is considered in a proceeding in equity or at law. EOPT has the power and 
authority to execute, deliver and carry out the terms and provisions of each of
the Loan Documents to which it is a party and has taken all necessary action to
authorize the execution, delivery and performance of such Loan Documents.  EOPT
has the power and authority to execute, deliver and carry out the terms and 
provisions of each of the Loan Documents on behalf of the Borrower to which the
Borrower is a party and has taken all necessary action to authorize the 
execution and delivery on behalf of the Borrower and the performance by the 
Borrower of such Loan Documents.

               SECTION 4.3.   No Violation.    (a) Neither the execution, 
delivery or performance by or on behalf of the Borrower of the Loan Documents to
which it is a party, nor compliance by the Borrower with the terms and 
provisions thereof nor the consummation of the transactions contemplated by the 
Loan Documents, (i) will materially contravene any applicable provision of any 
law, statute, rule, regulation, order, writ, injunction or decree of any court 
or governmental instrumentality, (ii) will materially conflict with or result in
any breach of, any of the terms, covenants, conditions or provisions of, or 
constitute a default under, or result in the creation or imposition of (or the
obligation to create or impose) any Lien upon any of the property or assets of 
the Borrower or any of its Consolidated Subsidiaries pursuant to the terms of 
any indenture, mortgage, deed of trust, or other agreement or other instrument 
to which the Borrower (or of any partnership of which the Borrower is a partner)
or any of its Consolidated Subsidiaries is a party or by which it or any of its 
property or assets is bound or to which it is subject (except for such breaches 
and defaults under loan agreements which the lenders thereunder have agreed to
forbear pursuant to valid forbearance agreements), or (iii) will cause a
material default by the Borrower under any organizational document of any Person
in which the Borrower has an interest, or cause a material default under the
Borrower's agreement or certificate of limited partnership, the consequences of
which conflict, breach or default would have a Material Adverse Effect, or
result in or require the creation or imposition of any Lien whatsoever upon any
Property (except as contemplated herein).

(b)            Neither the execution, delivery or performance by EOPT of the 
Loan Documents to which it is a party, nor compliance by EOPT with the terms and
provisions thereof nor the consummation of the transactions contemplated by the
Loan Documents, (i) will materially contravene any applicable provision of any
law, statute, rule, regulation, order, writ, injunction or decree of any court
or governmental instrumentality, (ii) will materially conflict with or result in
any breach of, any of the terms, covenants, conditions or provisions of, or
constitute a default under, or result in the creation or imposition of (or the
obligation to create or impose) any Lien upon any of the property or assets of
EOPT or any of its Consolidated Subsidiaries pursuant to the terms of any
indenture, mortgage, deed of trust, or other agreement or other instrument to
which EOPT (or of any partnership of which EOPT is a partner) or any of its
Consolidated Subsidiaries is a party or by which it or any of its property or
assets is bound or to which it is subject (except for such breaches and defaults
under loan agreements which the lenders thereunder have agreed to forbear
pursuant to valid forbearance agreements), or (iii) will cause a material
default


<PAGE>   50


by EOPT under any organizational document of any Person in which EOPT has an 
interest, the consequences of which conflict, breach or default would have a 
Material Adverse Effect, or result in or require the creation or imposition of 
any Lien whatsoever upon any Property (except as contemplated herein).

               SECTION 4.4. Financial Information.   (a) The consolidated 
balance sheet of EOPT as of December 31, 1997, and the related statements of
operations and cash flows of EOPT for the period from July 11, 1997 to December
31, 1997, reported on by Ernst & Young LLP, fairly present, in conformity with
GAAP, the consolidated financial position of EOPT as of such date and the
consolidated results of operations and cash flows for the period from July 11,
1997 to December 31, 1997.

(b)            Since June 30, 1998, (i) except as may have been disclosed in 
writing to the Banks, nothing has occurred having a Material Adverse Effect, and
(ii) except as set forth on Schedule 4.4(b), neither the Borrower nor EOPT has
incurred any material indebtedness or guaranty on or before the Closing Date.

               SECTION 4.5. Litigation.  Except as previously disclosed by the 
Borrower in writing to the Banks, there is no action, suit or proceeding pending
against, or to the knowledge of the Borrower threatened against or affecting,
(i) the Borrower, EOPT or any of their Consolidated Subsidiaries, (ii) the Loan
Documents or any of the transactions contemplated by the Loan Documents or (iii)
any of their assets, before any court or arbitrator or any governmental body,
agency or official in which there is a reasonable possibility of an adverse
decision which could, individually, or in the aggregate have a Material Adverse
Effect or which in any manner draws into question the validity of this Agreement
or the other Loan Documents. As of the Closing Date, no such action, suit or
proceeding exists.

               SECTION 4.6. Compliance with ERISA.  (a) Except as set forth on 
Schedule 4.6 attached hereto, neither Borrower nor EOPT is a member of or has
entered into, maintained, contributed to, or been required to contribute to, or
may incur any liability with respect to any Plan or Multiemployer Plan or any
other Benefit Arrangement.

(b)            Except for a "prohibited transaction" arising solely because of 
a Bank's breach of the covenant set forth in Section 9.17 hereof, the
transactions contemplated by the Loan Documents will not constitute a nonexempt
prohibited transaction (as such term is defined in Section 4975 of the Code or
Section 406 of ERISA) that could subject the Administrative Agent or any of the
Banks to any tax or penalty on prohibited transactions imposed under Section
4975 of the Code or Section 502(i) of ERISA and such transactions will not
otherwise result in the Administrative Agent or any of the Banks being deemed in
violation of Sections 404 or 406 of ERISA or Section 4975 of the Code or in the
Administrative Agent or any of the Banks being a fiduciary or party in interest
under ERISA or a "disqualified person" as defined in Section 4975(e)(2) of the
Code with respect to an "employee benefit plan" within the meaning of Section
3(3) of ERISA or a "plan" within the meaning of Section 4975(e)(1) of the Code.
No assets of Borrower constitute "assets" (within the meaning of ERISA or
Section 4975 of the Code, including, but not limited to, 29 C.F.R. Section
2510.3-101 or any successor regulation thereto) of an "employee benefit plan"
within the meaning of Section 3(3) of ERISA or a "plan" within the meaning of
Section 4975(e)(1) of the Code. In addition to the prohibitions set forth in
this Agreement and the other Loan Documents, and not in limitation thereof,
Borrower covenants and agrees that Borrower shall not use any "assets" (within
the meaning of ERISA or Section 4975 of the Code, including, but not limited



<PAGE>   51


to, 29 C.F.R. Section 2510.3-101 or any successor regulation thereto) of an  
"employee benefit plan" within the meaning of Section 3(3) of ERISA or a "plan"
within the meaning of Section 4975(e)(1) of the Code to repay or secure the
Notes, the Loan, or the Obligations.

               SECTION 4.7. Environmental.   The Borrower conducts reviews of 
the effect of Environmental Laws on the business, operations and properties of 
the Borrower and its Consolidated Subsidiaries when necessary in the course of 
which it identifies and evaluates associated liabilities and costs (including, 
without limitation, any capital or operating expenditures required for clean-up 
or closure of properties presently owned, any capital or operating expenditures
required to achieve or maintain compliance with environmental protection
standards imposed by law or as a condition of any license, permit or contract,
any related constraints on operating activities, and any actual or potential
liabilities to third parties, including, without limitation, employees, and any
related costs and expenses). On the basis of this review, the Borrower has
reasonably concluded that such associated liabilities and costs, including,
without limitation, the costs of compliance with Environmental Laws, are
unlikely to have a Material Adverse Effect.

               SECTION 4.8. Taxes.   The Borrower, EOPT and their Consolidated 
Subsidiaries have filed all United States Federal income tax returns and all
other material tax returns which are required to be filed by them and have paid
all taxes due pursuant to such returns or pursuant to any assessment received by
the Borrower, EOPT or any Consolidated Subsidiary, except such taxes, if any, as
are reserved against in accordance with GAAP, such taxes as are being contested
in good faith by appropriate proceedings or such taxes, the failure to make
payment of which when due and payable will not have, in the aggregate, a
Material Adverse Effect. The charges, accruals and reserves on the books of the
Borrower, EOPT and their Consolidated Subsidiaries in respect of taxes or other
governmental charges are, in the opinion of the Borrower, adequate.

               SECTION 4.9. Full Disclosure.   All information heretofore 
furnished by the Borrower to the Administrative Agent, the Arranger or any Bank 
for purposes of or in connection with this Agreement or any transaction 
contemplated hereby or thereby is true and accurate in all material respects on 
the date as of which such information is stated or certified. The Borrower has 
disclosed to the Administrative Agent, in writing any and all facts which have 
or may have (to the extent the Borrower can now reasonably foresee) a Material 
Adverse Effect.

               SECTION 4.10. Solvency.   On the Closing Date and after giving 
effect to the transactions contemplated by the Loan Documents occurring on the 
Closing Date, the Borrower and EOPT will be Solvent.

               SECTION 4.11. Use of Proceeds.   All proceeds of the Loans will 
be used by the Borrower only in accordance with the provisions hereof. Neither 
the making of any Loan nor the


<PAGE>   52


use of the proceeds thereof will violate or be inconsistent with the provisions
of regulations T, U, or X of the Federal Reserve Board.

          SECTION 4.12.  Governmental Approvals.   No order, consent, approval,
license, authorization, or validation of, or filing, recording or registration
with, or exemption by, any governmental or public body or authority, or any
subdivision thereof, is required to authorize, or is required in connection with
the execution, delivery and performance of any Loan Document or the consummation
of any of the transactions contemplated thereby other than those that have
already been duly made or obtained and remain in full force and effect or those
which, if not made or obtained, would not have a Material Adverse Effect;

          SECTION 4.13.  Investment Company Act; Public Utility Holding Company
Act . Neither the Borrower, EOPT nor any Consolidated Subsidiary is (x) an
"investment company" or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended, (y) a
"holding company" or a "subsidiary company" of a "holding company" or an
"affiliate" of either a "holding company" or a "subsidiary company" within the
meaning of the Public Utility Holding Company Act of 1935, as amended, or (z)
subject to any other federal or state law or regulation which purports to
restrict or regulate its ability to borrow money.

         SECTION 4.14.  Principal Offices.   As of the Closing Date, the 
principal office, chief executive office and principal place of business of the
Borrower is Two North Riverside Plaza, Suite 2200, Chicago, Illinois 60606.

         SECTION 4.15.  REIT Status.   EOPT is qualified and EOPT intends to 
continue to qualify as a real estate investment trust under the Code. 1.4.
SECTION Patents, Trademarks, etc. The Borrower has obtained and holds in full
force and effect all patents, trademarks, servicemarks, trade names, copyrights
and other such rights, free from burdensome restrictions, which are necessary
for the operation of its business as presently conducted, the impairment of
which is likely to have a Material Adverse Effect.

          SECTION 4.16.  Patents, Trademarks, etc.  The Borrower has obtained
and holds in full force and effect all patents, trademarks, servicemarks, trade
names, copyrights and other such rights, free from burdensome restrictions,
which are necessary for the operation of its business as presently conducted,
the impairment of which is likely to have a Material Adverse Effect.

          SECTION 4.17.  Judgments.   As of the Closing Date, there are no
final, non-appealable judgments or decrees in an aggregate amount of Five
Million Dollars ($5,000,000) or more entered by a court or courts of competent
jurisdiction against EOPT or the Borrower or, to the extent such judgment would
be recourse to EOPT or Borrower, any of its Consolidated Subsidiaries (other
than judgments as to which, and only to the extent, a reputable insurance
company has acknowledged coverage of such claim in writing).

          SECTION 4.18.  No Default.  No Event of Default or, to the best of the
Borrower's knowledge, Default exists under or with respect to any Loan Document
and the Borrower is not in default in any material respect beyond any applicable
grace period under or with respect to any other material agreement, instrument
or undertaking to which it is a party or by which it or any of its property is
bound in any respect, the existence of which default is likely to result in a
Material Adverse Effect. 
<PAGE>   53

               SECTION 4.19. Licenses, etc.   The Borrower has obtained and does
hold in full force and effect, all franchises, licenses, permits, certificates,
authorizations, qualifications, accreditation, easements, rights of way and
other consents and approvals which are necessary for the operation of its
businesses as presently conducted, the absence of which is likely to have a
Material Adverse Effect.

               SECTION 4.20. Compliance With Law.  To the Borrower's knowledge, 
the Borrower and each of its Real Property Assets are in compliance with all 
laws, rules, regulations, orders, judgments, writs and decrees, including, 
without limitation, all building and zoning ordinances and codes, the failure to
comply with which is likely to have a Material Adverse Effect.

               SECTION 4.21. No Burdensome Restrictions.   Except as may have 
been disclosed by the Borrower in writing to the Banks, Borrower is not a party 
to any agreement or instrument or subject to any other obligation or any charter
or corporate or partnership restriction, as the case may be, which, individually
or in the aggregate, is likely to have a Material Adverse Effect.

               SECTION 4.22. Brokers' Fees.   The Borrower has not dealt with 
any broker or finder with respect to the transactions contemplated by this 
Agreement or otherwise in connection with this Agreement, and the Borrower has 
not done any act, had any negotiations or conversation, or made any agreements 
or promises which will in any way create or give rise to any obligation or
liability for the payment by the Borrower of any brokerage fee, charge,
commission or other compensation to any party with respect to the transactions
contemplated by the Loan Documents, other than the fees payable to the
Administrative Agent, the Arranger and the Banks, and certain other Persons as
previously disclosed in writing to the Administrative Agent.

               SECTION 4.23. Labor Matters.   Except as disclosed on Schedule 
4.6, there are no collective bargaining agreements or Multiemployer Plans 
covering the employees of the Borrower or any member of the ERISA Group and 
neither the Borrower nor any member of the ERISA Group has suffered any strikes,
walkouts, work stoppages or other material labor difficulty within the last five
years.

               SECTION 4.24. Insurance.   The Borrower currently maintains 
insurance at 100% replacement cost insurance coverage (subject to customary 
deductibles) in respect of each of its Real Property Assets, as well as 
commercial general liability insurance (including, without limitation, 
"builders' risk" where applicable) against claims for personal, and bodily 
injury and/or death, to one or more persons, or property damage, as well as 
workers' compensation insurance, in each case with respect to liability and 
casualty insurance with insurers having an A.M. Best policyholders' rating of 
not less than A-VII in amounts that prudent owners of assets such as Borrower's 
directly or indirectly owned Real Property Assets would maintain.

               SECTION 4.25. Organizational Documents.  The documents delivered
pursuant to Section 3.1(e) constitute, as of the Closing Date, all of the
organizational documents (together with all amendments and modifications
thereof) of the Borrower and EOPT. The Borrower rep-


<PAGE>   54


resents that it has delivered to the Administrative Agent true, correct and
complete copies of each such documents. EOPT is the managing general partner of
the Borrower and each of Zell/Merrill Lynch Real Estate Opportunity Partners
Limited Partnership, Zell/Merrill Lynch Real Estate Opportunity Partners Limited
Partnership II, Zell/Merrill Lynch Real Estate Opportunity Partners Limited
Partnership III, and Zell/Merrill Lynch Real Estate Opportunity Partners Limited
Partnership IV as of the date hereof. EOPT holds (directly or indirectly) a
89.70% ownership interest in the Borrower as of the date hereof.

               SECTION 4.26. Qualifying Unencumbered Properties .  As of the 
date hereof, each Property listed on Schedule 1.1 as a Qualifying Unencumbered
Property (i) is an operating Office Building or Parking Property wholly-owned
(directly or beneficially) by Borrower, a Financing Partnership or a Joint
Venture Subsidiary, (ii) is not subject (nor are any equity interests in such
Property that are owned directly or indirectly by Borrower, EOPT or any Joint
Venture Parent subject) to a Lien which secures Indebtedness of any Person,
other than Permitted Liens, and (iii) is not subject (nor are any equity
interests in such Property that are owned directly or indirectly by Borrower,
EOPT or Joint Venture Parent subject) to any covenant, condition, or other
restriction which prohibits or limits the creation or assumption of any Lien
upon such Property. All of the information set forth on Schedule 1.1 is true and
correct in all material respects.

               SECTION 4.27. "Year 2000" Compliance.  The Borrower and EOPT have
conducted a review and assessment of the Borrower's and EOPT's computer
applications with respect to the "year 2000 problem" (that is, the risk that
computer applications may not be able to properly perform date-sensitive
functions after December 31, 1999) and, based on that review and inquiry, the
Borrower does not believe that year 2000 problem will result in a Material
Adverse Effect to the Borrower's or EOPT's financial condition or results of
operations, or on its ability to repay the Loan.







<PAGE>   55
                 
                                   ARTICLE V

                       AFFIRMATIVE AND NEGATIVE COVENANTS


               The Borrower covenants and agrees that, so long as any Bank has 
any Commitment hereunder or any Obligations remain unpaid:

               SECTION 5.1. Information.  The Borrower will deliver to each of
the Banks:
           
(a) as soon as available and in any event within five (5) Business Days after 
the same is required to be filed with the Securities and Exchange Commission 
(but in no event later than 125 days after the end of each Fiscal Year of the 
Borrower) a consolidated balance sheet of the Borrower, EOPT and their 
Consolidated Subsidiaries as of the end of such Fiscal Year and the related 
consolidated statements of Borrower's and EOPT's operations and consolidated 
statements of Borrower's and EOPT's cash flow for such Fiscal Year, setting 
forth in each case in comparative form the figures for the previous Fiscal Year
(if available), all reported in a manner acceptable to the Securities and 
Exchange Commission on Borrower's and EOPT's Form 10K and reported on by Ernst
& Young LLP or other independent public accountants of nationally recognized 
standing;

(b)            as soon as available and in any event within five (5) Business 
Days after the same is required to be filed with the Securities and Exchange
Commission (but in no event later than 80 days after the end of each of the
first three quarters of each Fiscal Year of the Borrower and EOPT), (i) a
consolidated balance sheet of the Borrower, EOPT and their Consolidated
Subsidiaries as of the end of such quarter and the related consolidated
statements of Borrower's and EOPT's operations and consolidated statements of
Borrower's and EOPT's cash flow for such quarter and for the portion of the
Borrower's or EOPT's Fiscal Year ended at the end of such quarter, all reported
in the form provided to the Securities and Exchange Commission on Borrower's and
EOPT's Form 10Q, and (ii) and such other information reasonably requested by the
Administrative Agent or any Bank;

(c)            simultaneously with the delivery of each set of financial
statements referred to in clauses (a) and (b) above, a certificate of a senior
officer of the Borrower (i) setting forth in reasonable detail the calculations
required to establish whether the Borrower was in compliance with the
requirements of Section 5.8 on the date of such financial statements; (ii)
certifying (x) that such financial statements fairly present the financial
condition and the results of operations of the Borrower on the dates and for the
periods indicated, on the basis of GAAP, with respect to the Borrower subject,
in the case of interim financial statements, to normally recurring year-end
adjustments, and (y) that such officer has reviewed the terms of the Loan
Documents and has made, or caused to be made under his or her supervision, a
review in reasonable detail of the business and condition of the Borrower during
the period beginning on the date through which the last such review was made
pursuant to this Section 5.1(c) (or, in the case of the first certifi-





<PAGE>   56


cation pursuant to this Section 5.1(c), the Closing Date) and ending on a date
not more than ten (10) Business Days prior to the date of such delivery and that
(1) on the basis of such financial statements and such review of the Loan
Documents, no Event of Default existed under Section 6.1(b) with respect to
Sections 5.8 and 5.9 at or as of the date of said financial statements, and (2)
on the basis of such review of the Loan Documents and the business and condition
of the Borrower, to the best knowledge of such officer, as of the last day of
the period covered by such certificate no Default or Event of Default under any
other provision of Section 6.1 occurred and is continuing or, if any such
Default or Event of Default has occurred and is continuing, specifying the
nature and extent thereof and, the action the Borrower proposes to take in
respect thereof. Such certificate shall set forth the calculations required to
establish the matters described in clauses (1) and (2) above;

     (d)       (i) within five (5) Business Days after any officer of the
Borrower obtains knowledge of any Default, if such Default is then continuing, a
certificate of the chief financial officer, or other executive officer of the
Borrower setting forth the details thereof and the action which the Borrower is
taking or proposes to take with respect thereto; and (ii) promptly and in any
event within five (5) Business Days after the Borrower obtains knowledge
thereof, notice of (x) any litigation or governmental proceeding pending or
threatened against the Borrower or its directly or indirectly Real Property
Assets as to which there is a reasonable possibility of an adverse determination
and which, if adversely determined, is likely to individually or in the
aggregate, result in a Material Adverse Effect, and (y) any other event, act or
condition which is likely to result in a Material Adverse Effect;

     (e)       promptly upon the mailing thereof to the shareholders of EOPT
generally, copies of all financial statements, reports and proxy statements so
mailed;

     (f)       promptly upon the filing thereof, copies of all registration
statements (other than the exhibits thereto and any registration statements on
Form S-8 or its equivalent) and reports on Forms 10-K, 10-Q and 8-K (or their
equivalents) (other than the exhibits thereto, which exhibits will be provided
upon request therefor by any Bank) which EOPT shall have filed with the
Securities and Exchange Commission;

     (g)       promptly and in any event within thirty (30) days, if and when 
any member of the ERISA Group (i) gives or is required to give notice to the
PBGC of any "reportable event" (as defined in Section 4043 of ERISA) with
respect to any Plan which might constitute grounds for a termination of such
Plan under Title IV of ERISA, or knows that the plan administrator of any Plan
has given or is required to give notice of any such reportable event, a copy of
the notice of such reportable event given or required to be given to the PBGC;
(ii) receives notice of complete or partial withdrawal liability under Title IV
of ERISA or notice that any Multiemployer Plan is in reorganization, is
insolvent or has been terminated, a copy of such notice; (iii) receives notice
from the PBGC under Title IV of ERISA of an intent to terminate, impose
liability (other than for premiums under Section 4007 of ERISA) in respect of,
or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies
for a waiver of the minimum funding standard under Section 412 of the Code, a
copy of such application; (v) gives notice of intent to terminate any


<PAGE>   57


Plan under Section 4041(c) of ERISA, a copy of such notice and other information
filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to
Section 4063 of ERISA, a copy of such notice; or (vii) fails to make any payment
or contribution to any Plan or Multiemployer Plan or in respect of any Benefit
Arrangement or makes any amendment to any Plan or Benefit Arrangement which has
resulted or could result in the imposition of a Lien or the posting of a bond or
other security, and in the case of clauses (i) through (vii) above, which event
could result in a Material Adverse Effect, a certificate of a senior officer of
the Borrower setting forth details as to such occurrence and action, if any,
which the Borrower or applicable member of the ERISA Group is required or
proposes to take;

(h)            promptly and in any event within ten (10) days after the Borrower
obtains actual knowledge of any of the following events, a certificate of the
Borrower, executed by an officer of the Borrower, specifying the nature of such
condition, and the Borrower's or, if the Borrower has actual knowledge thereof,
the Environmental Affiliate's proposed initial response thereto: (i) the receipt
by the Borrower, or any of the Environmental Affiliates of any communication
(written or oral), whether from a governmental authority, citizens group,
employee or otherwise, that alleges that the Borrower, or any of the
Environmental Affiliates, is not in compliance with applicable Environmental
Laws, and such noncompliance is likely to have a Material Adverse Effect, (ii)
the existence of any Environmental Claim pending against the Borrower or any
Environmental Affiliate and such Environmental Claim is likely to have a
Material Adverse Effect or (iii) any release, emission, discharge or disposal of
any Material of Environmental Concern that is likely to form the basis of any
Environmental Claim against the Borrower or any Environmental Affiliate which in
any such event is likely to have a Material Adverse Effect;

(i)            promptly and in any event within five (5) Business Days after
receipt of any notices or correspondence from any company or agent for any
company providing insurance coverage to the Borrower relating to any loss which
is likely to result in a Material Adverse Effect, copies of such notices and
correspondence; and

(j)            from time to time such additional information regarding the 
financial position or business of the Borrower, EOPT and their Subsidiaries as
the Administrative Agent, at the request of any Bank, may reasonably request in
writing, so long as disclosure of such information could not result in a
violation of, or expose the Borrower, EOPT or their Subsidiaries to any material
liability under, any applicable law, ordinance or regulation or any agreements
with unaffiliated third parties that are binding on the Borrower, EOPT or any of
their Subsidiaries or on any Property of any of them.

               SECTION 5.2. Payment of Obligations.  The Borrower, EOPT and 
their Consolidated Subsidiaries will pay and discharge, at or before maturity, 
all their respective material obligations and liabilities including, without
limitation, any obligation pursuant to any agreement by which it or any of its
properties is bound, in each case where the failure to so pay or discharge such
obligations or liabilities is likely to result in a Material Adverse Effect,
and will maintain in accordance with GAAP, appropriate reserves for the accrual
of any of the same.



<PAGE>   58


               SECTION 5.3.   Maintenance of Property; Insurance; Leases.

(a)            The Borrower will keep, and will cause each Consolidated
Subsidiary to keep, all property useful and necessary in its business, including
without limitation its Real Property Assets (for so long as it constitutes Real
Property Assets), in good repair, working order and condition, ordinary wear and
tear excepted, in each case where the failure to so maintain and repair will
have a Material Adverse Effect.

(b)            The Borrower shall maintain, or cause to be maintained, insurance
comparable to that described in Section 4.24 hereof with insurers meeting the
qualifications described therein, which insurance shall in any event not
provide for less coverage than insurance customarily carried by owners of
properties similar to, and in the same locations as, Borrower's Real Property
Assets.  The Borrower will deliver to the Administrative Agent upon the
reasonable request of the Administrative Agent from time to time (i) full
information as to the insurance carried, (ii) within five (5) days of receipt
of notice from any insurer a copy of any notice of cancellation or material
change in coverage from that existing on the date of this Agreement and (iii)
forthwith, notice of any cancellation or nonrenewal of coverage by the
Borrower.

               SECTION 5.4.   Maintenance of Existence.  The Borrower and EOPT 
each will preserve, renew and keep in full force and effect, its partnership and
trust existence and its respective rights, privileges and franchises necessary
for the normal conduct of business unless the failure to maintain such rights
and franchises does not have a Material Adverse Effect.

               SECTION 5.5.   Compliance with Laws.  The Borrower and EOPT will,
and will cause their Subsidiaries to, comply in all material respects with all
applicable laws, ordinances, rules, regulations, and requirements of
governmental authorities (including, without limitation, Environmental Laws, and
all zoning and building codes with respect to its Real Property Assets and ERISA
and the rules and regulations thereunder and all federal securities laws) except
where the necessity of compliance therewith is contested in good faith by
appropriate proceedings or where the failure to do so will not have a Material
Adverse Effect or expose Administrative Agent or the Banks to any material
liability therefor.

               SECTION 5.6.  Inspection of Property, Books and Records.  The
Borrower will keep proper books of record and account in which full, true and
correct entries shall be made of all dealings and transactions in relation to
its business and activities in conformity with GAAP, modified as required by
this Agreement and applicable law; and will permit representatives of any Bank
at such Bank's expense to visit and inspect any of its properties, including
without limitation its Real Property Assets, and so long as disclosure of such
information could not result in a violation of, or expose the Borrower, EOPT or
their Subsidiaries to any material liability under, any applicable law,
ordinance or regulation or any agreements with unaffiliated third parties that
are binding on the Borrower, EOPT or any of their Subsidiaries or on any
Property of any of them, to examine and make abstracts from any of its books and
records and to discuss its affairs, finances and accounts with its officers and
independent public accountants, all at such reasonable times during normal
business hours, upon reasonable prior notice and as often as may reasonably


<PAGE>   59



be desired. Administrative Agent shall coordinate any such visit or inspection
to arrange for review by any Bank requesting any such visit or inspection.

               SECTION 5.7.   Existence. The Borrower shall do or cause to be 
done, all things necessary to preserve and keep in full force and effect its, 
EOPT's and their Consolidated Subsidiaries' existence and its patents, 
trademarks, servicemarks, tradenames, copyrights, franchises, licenses, permits,
certificates, authorizations, qualifications, accreditation, easements, rights
of way and other rights, consents and approvals the nonexistence of which is
likely to have a Material Adverse Effect.

               SECTION 5.8.   Financial Covenants.

(a)            Total Liabilities to Total Asset Value.  Borrower shall not
permit the ratio of Total Liabilities to Total Asset Value of Borrower to exceed
0.50:1 at any time.

(b)            EBITDA to Interest Expense Ratio.  Borrower shall not permit the
ratio of EBITDA for the then most recently completed Fiscal Quarter to Interest
Expense for the then most recently completed Fiscal Quarter to be less than
2.00:1.

(c)            [Intentionally Omitted.]

(d)            Cash Flow to Fixed Charges Ratio.  Borrower shall not permit the
ratio of Cash Flow for the then most recently completed Fiscal Quarter to Fixed
Charges for the then most recently completed Fiscal Quarter to be less than
1.5:1.

(e)            Secured Debt to Total Asset Value.  Borrower shall not permit the
ratio of Secured Debt to Total Asset Value of Borrower to exceed 0.40:1 at any
time.

(f)            Unencumbered Pool.  Borrower shall not permit the ratio of the 
outstanding Unsecured Debt to Unencumbered Asset Value to exceed 0.55:1 at any
time.

(g)            Unencumbered Net Operating Income to Unsecured Debt Service. 
Borrower shall not permit the ratio of Unencumbered Net Operating Income for the
then most recently completed Fiscal Quarter to Unsecured Debt Service for the
then most recently completed Fiscal Quarter to be less than 2.0:1.

(h)            Minimum Tangible Net Worth.  The Consolidated Tangible Net Worth
of the Borrower determined in conformity with GAAP will at no time be less than
the sum of (i) $5,500,000,000, and (ii) seventy percent (70%) of all Net
Offering Proceeds received by EOPT or Borrower after December 31, 1997.

(i)            Dividends.  The Borrower will not, as determined on an aggregate
annual basis, pay any partnership distributions in excess of 90% of the
Borrower's FFO for such year. During the continuance of a monetary Event of
Default, Borrower shall only pay partnership distribu-



<PAGE>   60


tions that are necessary to enable EOPT to make those dividends necessary to
maintain EOPT's status as a real estate investment trust.

(j)            Permitted Holdings.  Borrower's primary business will be the 
ownership, operation and development of Office Properties and Parking Properties
and any other business activities of Borrower and its Subsidiaries will remain
incidental thereto. Notwithstanding the foregoing, Borrower and its Subsidiaries
may acquire or maintain Permitted Holdings if and so long as the aggregate value
of Permitted Holdings, whether held directly or indirectly by Borrower does not
exceed, at any time, fifteen percent (15%) of Total Asset Value of Borrower
unless a greater percentage is approved by the Majority Banks (which approval
shall not be unreasonably withheld, conditioned or delayed), provided, however,
Borrower and its Subsidiaries may not acquire or maintain Unimproved Assets if
and to the extent that the aggregate value of Unimproved Assets, whether held
directly or indirectly by Borrower exceeds, at any time, ten percent (10%) of
Total Asset Value of Borrower unless a greater percentage is approved by the
Majority Banks (which approval shall not be unreasonably withheld, conditioned
or delayed). For purposes of calculating the foregoing percentage the value of
Unimproved Assets shall be calculated in the manner that Total Asset Value is
determined.

(k)            No Liens.  Borrower and EOPT shall not, and shall not allow any
of their Subsidiaries, Financing Partnerships or Joint Venture Subsidiaries to,
allow any Qualifying Unencumbered Property (or any equity interests in such
Property that are owned directly or indirectly by Borrower, EOPT or any Joint
Venture Parent), that is necessary to comply with the provisions of Sections
5.8(f) and (g) hereof, to become subject to a Lien that secures the Indebtedness
of any Person, other than Permitted Liens.

(l)            Calculation.  Each of the foregoing ratios and financial
requirements shall be calculated as of the last day of each Fiscal Quarter.

               SECTION 5.9.  Restriction on Fundamental Changes.  (a) Neither 
the Borrower nor EOPT shall enter into any merger or consolidation without
obtaining the prior written consent thereto in writing of the Majority Banks,
which consent shall not be unreasonably withheld, conditioned or delayed, unless
(i) the Borrower or EOPT is the surviving entity, (ii) the entity which is
merged into Borrower or EOPT is predominantly in the commercial real estate
business, (iii) the creditworthiness of the surviving entity's long term
unsecured debt or implied senior debt, as applicable, is not lower than
Borrower's or EOPT's creditworthiness two months immediately preceding such
merger, and (iv) the then fair market value of the assets of the entity which is
merged into the Borrower or EOPT is less than twenty-five percent (25%) of the
Borrower's or EOPT's then Total Asset Value following such merger. Neither the
Borrower nor EOPT shall liquidate, wind-up or dissolve (or suffer any
liquidation or dissolution), discontinue its business or convey, lease, sell,
transfer or otherwise dispose of, in one transaction or series of transactions,
all or substantially all of its business or property, whether now or hereafter
acquired. Nothing in this Section shall be deemed to prohibit the sale or
leasing of portions of the Real Property Assets in the ordinary course of
business.



<PAGE>   61


(b)            The Borrower shall not amend its agreement of limited partnership
or other organizational documents in any manner that would have a Material
Adverse Effect without the Majority Banks' consent, which shall not be
unreasonably withheld. Without limitation of the foregoing, no Person shall be
admitted as a general partner of the Borrower other than EOPT and Zell/Merrill
Lynch Real Estate Opportunity Partners Limited Partnership II. EOPT shall not
amend its declaration of trust, by-laws, or other organizational documents in
any manner that would have a Material Adverse Effect without the Majority Banks'
consent, which shall not be unreasonably withheld. The Borrower shall not make
any "in-kind" transfer of any of its property or assets to any of its
constituent partners.

(c)            Subject to the provisions of clause (b) above, the Borrower shall
deliver to Administrative Agent copies of all amendments to its agreement of
limited partnership or to EOPT's declaration of trust, by-laws, or other
organizational documents no less than ten (10) days after the effective date of
any such amendment.

               SECTION 5.10.  Changes in Business.    (a) Except for Permitted 
Holdings, neither the Borrower nor EOPT shall enter into any business which is
substantially different from that conducted by the Borrower or EOPT on the
Closing Date after giving effect to the transactions contemplated by the Loan
Documents. The Borrower shall carry on its business operations through the
Borrower, its Consolidated Subsidiaries and its Investment Affiliates.

(b)            Except for Permitted Holdings, Borrower shall not engage in any
line of business other than ownership, operation and development of Office
Properties and Parking Properties and the provision of services incidental
thereto, whether directly or through its Consolidated Subsidiaries and
Investment Affiliates.

               SECTION 5.11.  EOPT Status.

(a)            Status.  EOPT shall at all times (i) remain a publicly traded
company listed for trading on the New York Stock Exchange, and (ii) maintain its
status as a self-directed and self-administered real estate investment trust
under the Code.

(b)            Indebtedness.  EOPT shall not, directly or indirectly, create, 
incur, assume or otherwise become or remain directly or indirectly liable with
respect to, any Indebtedness, except:

      (1)           the Obligations; and

      (2)           Indebtedness of Borrower for which there is recourse to EOPT
      which, after giving effect thereto, may be incurred or may remain
      outstanding without giving rise to an Event of Default or Default under
      any provision of this Article V.


<PAGE>   62


(c)            Restriction on Fundamental Changes.

      (1)           EOPT shall not have an investment in any Person other than
      (i) Borrower, (ii) directly or indirectly in Financing Partnerships, and
      (iii) the interests identified on Schedule 5.11(c)(1) as being owned by
      EOPT.

      (2)           EOPT shall not acquire an interest in any Property other 
      than securities issued by Borrower and Financing Partnerships and the
      interests identified on Schedule 5.11(c)(2) attached hereto.

      (3)           None of Zell/Merrill Lynch Real Estate Opportunity Partners 
      Limited Partnership, Zell/Merrill Lynch Real Estate Opportunity Partners
      Limited Partnership II, Zell/Merrill Lynch Real Estate Opportunity
      Partners Limited Partnership III or Zell/Merrill Lynch Real Estate
      Opportunity Partners Limited Partnership IV shall have any investments or
      own any assets other than in their respective partnership interests in
      Borrower.

      (4)           Neither of EOP-QRS Trust nor EOP-QRS LaJolla Trust shall
      have any investments or own any assets other than their permitted
      ownership interests Financing Subsidiaries.

(d)            Environmental Liabilities.  Neither EOPT nor any of its 
Subsidiaries shall become subject to any Environmental Claim which has a
Material Adverse Effect, including, without limitation, any arising out of or
related to (i) the release or threatened release of any Material of
Environmental Concern into the environment, or any remedial action in response
thereto, or (ii) any violation of any Environmental Laws. Notwithstanding the
foregoing provision, EOPT shall have the right to contest in good faith any
claim of violation of an Environmental Law by appropriate legal proceedings and
shall be entitled to postpone compliance with the obligation being contested as
long as (i) no Event of Default shall have occurred and be continuing, (ii) EOPT
shall have given Administrative Agent prior written notice of the commencement
of such contest, (iii) noncompliance with such Environmental Law shall not
subject EOPT or such Subsidiary to any criminal penalty or subject
Administrative Agent or any Bank to pay any civil penalty or to prosecution for
a crime, and (iv) no portion of any Property material to Borrower or its
condition or prospects shall be in substantial danger of being sold, forfeited
or lost, by reason of such contest or the continued existence of the matter
being contested.

(e)            Disposal of Partnership Interests.  EOPT will not directly or
indirectly convey, sell, transfer, assign, pledge or otherwise encumber or
dispose of any of its partnership interests in Borrower or any of its equity
interest in any of the partners of the Borrower as of the date hereof (except in
connection with the dissolution or liquidation of such partners of the
Borrower), except for the reduction of EOPT's interest in the Borrower arising
from Borrower's issuance of partnership interests in the Borrower or the
retirement of preference units by Borrower. EOPT will continue to be the
managing general partner of Borrower and of each Zell/Merrill


<PAGE>   63


Lynch Real Estate Opportunity Partners Limited Partnership, Zell/Merrill Lynch
Real Estate Opportunity Partners Limited Partnership II, Zell/Merrill Lynch Real
Estate Opportunity Partners Limited Partnership III, and Zell/Merrill Lynch Real
Estate Opportunity Partners Limited Partnership IV, and will not permit such
Persons to sell, transfer, assign, pledge or otherwise encumber or dispose of
any of their respective partnership interests in the Borrower, except for the
reduction of such partners' interest in the Borrower arising from the Borrower's
issuance of partnership interests in the Borrower or the retirement of
preference units by the Borrower and except in connection with the dissolution
or liquidation of such partners.

               SECTION 5.12.    Other Indebtednes.  Borrower and EOPT shall 
not allow any of their Subsidiaries, Financing Partnerships or Joint Venture 
Subsidiaries that own, directly or indirectly, any Qualifying Unencumbered 
Property to directly or indirectly create, incur, assume or otherwise become or 
remain liable with respect to any Indebtedness other than trade debt incurred in
the ordinary course of business and Indebtedness owing to Borrower, if the 
resulting failure of such Property to qualify as a Qualifying Unencumbered 
Property would result in an Event of Default under Section 5.8.

               SECTION 5.13.  Forward Equity Contracts.  If Borrower shall enter
into any forward equity contracts, Borrower may only settle the same by delivery
of stock, it being agreed that if Borrower shall settle the same with cash, the
same shall constitute an Event of Default hereunder.


                                  ARTICLE VI
                                   DEFAULTS

               SECTION 6.1.  Events of Default.  An "Event of Default" shall 
have occurred if one or more of the following events shall have occurred and be
continuing:

(a)            the Borrower shall fail to pay when due any principal of any 
Loan, or the Borrower shall fail to pay when due interest on any Loan or any
fees or any other amount payable to Administrative Agent or the Banks hereunder
and the same shall continue for a period of five (5) days after the same becomes
due;

(b)            the Borrower shall fail to observe or perform any covenant
contained in Section 5.8, Section 5.9(a) or (b), Section 5.10, Section 5.11(a),
(b) or (c), Section 5.12 or Section 5.13;

(c)            the Borrower shall fail to observe or perform any covenant or
agreement contained in this Agreement (other than those covered by clause (a),
(b), (e), (f), (g), (h), (j), (n) or (o) of this Section 6.1) for 30 days after
written notice thereof has been given to the Borrower by the Administrative
Agent, or if such default is of such a nature that it cannot with reasonable
effort be completely remedied within said period of thirty (30) days such 
additional period of time as may be reasonably necessary to cure same, provided 
Borrower commences such cure within 

<PAGE>   64
said thirty (30) day period and diligently prosecutes same, until completion, 
but in no event shall such extended period exceed ninety (90) days;

(d)            any representation, warranty, certification or statement made by
the Borrower in this Agreement or in any certificate, financial statement or
other document delivered pursuant to this Agreement shall prove to have been
incorrect in any material respect when made (or deemed made) and, with respect
to such representations, warranties, certifications or statements not known by
the Borrower at the time made or deemed made to be incorrect, the defect causing
such representation or warranty to be incorrect when made (or deemed made) is
not removed within thirty (30) days after written notice thereof from
Administrative Agent to Borrower;

(e)            the Borrower, EOPT, any Subsidiary or any Investment Affiliate
shall default in the payment when due (whether by scheduled maturity, required
prepayment, acceleration, demand or otherwise) of any amount owing in respect of
any Recourse Debt (other than the Obligations) for which the aggregate
outstanding principal amount exceeds $10,000,000 and such default shall continue
beyond the giving of any required notice and the expiration of any applicable
grace period and such default has not been waived, in writing, by the holder of
any such Debt; or the Borrower, EOPT, any Subsidiary or any Investment Affiliate
shall default in the performance or observance of any obligation or condition
with respect to any such Recourse Debt or any other event shall occur or
condition exist beyond the giving of any required notice and the expiration of
any applicable grace period, if the effect of such default, event or condition
is to accelerate the maturity of any such indebtedness or to permit (without any
further requirement of notice or lapse of time) the holder or holders thereof,
or any trustee or agent for such holders, to accelerate the maturity of any such
indebtedness;

(f)            the Borrower or EOPT shall commence a voluntary case or other 
proceeding seeking liquidation, reorganization or other relief with respect to
itself or its debts under any bankruptcy, insolvency or other similar law now or
hereafter in effect or seeking the appointment of a trustee, receiver,
liquidate, custodian or other similar official of it or any substantial part of
its property, or shall consent to any such relief or to the appointment of or
taking possession by any such official in an involuntary case or other
proceeding commenced against it, or shall make a general assignment for the
benefit of creditors, or shall fail generally to pay its debts as they become
due, or shall take any action to authorize any of the foregoing;

(g)            an involuntary case or other proceeding shall be commenced
against the Borrower or EOPT seeking liquidation, reorganization or other relief
with respect to it or its debts under any bankruptcy, insolvency or other
similar law now or hereafter in effect or seeking the appointment of a trustee,
receiver, liquidator, custodian or other similar official of it or any
substantial part of its property, and such involuntary case or other proceeding
shall remain undismissed and unstayed for a period of 90 days; or an order for
relief shall be entered against the Borrower or EOPT under the federal
bankruptcy laws as now or hereafter in effect;

(h)            one or more final, non-appealable judgments or decrees in an 
aggregate amount of Twenty Million Dollars ($20,000,000) or more shall be
entered by a court or courts of competent


<PAGE>   65

jurisdiction against EOPT, the Borrower or, to the extent of any recourse to
EOPT or the Borrower, any of its Consolidated Subsidiaries (other than any
judgment as to which, and only to the extent, a reputable insurance company has
acknowledged coverage of such claim in writing) and (i) any such judgments or
decrees shall not be stayed, discharged, paid, bonded or vacated within thirty
(30) days or (ii) enforcement proceedings shall be commenced by any creditor on
any such judgments or decrees;

(i)            there shall be a change in the majority of the Board of Trustees
of EOPT during any twelve (12) month period, excluding any change in directors
resulting from (x) the death or disability of any director, or (y) satisfaction
of any requirement for the majority of the members of the board of directors or
trustees of EOPT to qualify under applicable law as independent trustees or (z)
the replacement of any trustee who is an officer or employee of EOPT or an
affiliate of EOPT with any other officer or employee of EOPT or an affiliate of
EOPT;

(j)            any Person (including affiliates of such Person) or "group" (as 
such term is defined in applicable federal securities laws and regulations)
shall acquire more than thirty percent (30%) of the common shares of EOPT;

(k)            EOPT shall cease at any time to qualify as a real estate 
investment trust under the Code;

(l)            if any Termination Event with respect to a Plan, Multiemployer
Plan or Benefit Arrangement shall occur as a result of which Termination Event
or Events any member of the ERISA Group has incurred or may incur any liability
to the PBGC or any other Person and the sum (determined as of the date of
occurrence of such Termination Event) of the insufficiency of such Plan,
Multiemployer Plan or Benefit Arrangement and the insufficiency of any and all
other Plans, Multiemployer Plans and Benefit Arrangements with respect to which
such a Termination Event shall occur and be continuing (or, in the case of a
Multiple Employer Plan with respect to which a Termination Event described in
clause (ii) of the definition of Termination Event shall occur and be continuing
and in the case of a liability with respect to a Termination Event which is or
could be a liability of the Borrower or EOPT rather than a liability of the
Plan, the liability of the Borrower or EOPT) is equal to or greater than
$10,000,000 and which the Administrative Agent reasonably determines will have a
Material Adverse Effect;

(m)            if, any member of the ERISA Group shall commit a failure
described in Section 302(f)(1) of ERISA or Section 412(n)(1) of the Code and the
amount of the lien determined under Section 302(f)(3) of ERISA or Section
412(n)(3) of the Code that could reasonably be expected to be imposed on any
member of the ERISA Group or their assets in respect of such failure shall be
equal to or greater than $10,000,000 and which the Administrative Agent
reasonably determines will have a Material Adverse Effect;

(n)            at any time, for any reason the Borrower seeks to repudiate its
obligations under any Loan Document or EOPT seeks to repudiate its obligations
under the EOPT Guaranty.



<PAGE>   66


(o)             a default beyond any applicable notice or grace period under any
of the other Loan Documents;

(p)             any assets of Borrower shall constitute "assets" (within the
meaning of ERISA or Section 4975 of the Code, including but not limited to 29
C.F.R. Section 2510.3-101 or any successor regulation thereto) of an "employee
benefit plan" within the meaning of Section 3(3) of ERISA or a "plan" within the
meaning of Section 4975(e)(1) of the Code; or

(q)             the Notes, the Loan, the Obligations, the EOPT Guaranty or any 
of the Loan Documents or the exercise of any of the Administrative Agent's or
any of the Banks' rights in connection therewith shall constitute a prohibited
transaction under ERISA and/or the Code.

               SECTION 6.2.   Rights and Remedies.  (a) Upon the occurrence of  
any Event of Default described in Sections 6.1(f), (g), (p) or (q), the
Commitments shall immediately terminate and the unpaid principal amount of, and
any and all accrued interest on, the Loans and any and all accrued fees and
other Obligations hereunder shall automatically become immediately due and
payable, with all additional interest from time to time accrued thereon and
without presentation, demand, or protest or other requirements of any kind
(including, without limitation, valuation and appraisement, diligence,
presentment, notice of intent to demand or accelerate and notice of
acceleration), all of which are hereby expressly waived by the Borrower; and
upon the occurrence and during the continuance of any other Event of Default,
the Administrative Agent may (and upon the demand of the Required Banks shall),
by written notice to the Borrower, in addition to the exercise of all of the
rights and remedies permitted the Administrative Agent and the Banks at law or
equity or under any of the other Loan Documents, declare that the commitments
are terminated and declare the unpaid principal amount of and any and all
accrued and unpaid interest on the Loans and any and all accrued fees and other
Obligations hereunder to be, and the same shall thereupon be, immediately due
and payable with all additional interest from time to time accrued thereon and
(except as otherwise provided in the Loan Documents) without presentation,
demand, or protest or other requirements of any kind (including, without
limitation, valuation and appraisement, diligence, presentment, notice of intent
to demand or accelerate and notice of acceleration), all of which are hereby
expressly waived by the Borrower.

(b)             Notwithstanding anything to the contrary contained in this
Agreement or in any other Loan Document, the Administrative Agent and the Banks
each agree that any exercise or enforcement of the rights and remedies granted
to the Administrative Agent or the Banks under this Agreement or at law or in
equity with respect to this Agreement or any other Loan Documents shall be
commenced and maintained by the Administrative Agent on behalf of the
Administrative Agent and/or the Banks. The Administrative Agent shall act at the
direction of the Required Banks in connection with the exercise of any and all
remedies at law, in equity or under any of the Loan Documents or, if the
Required Banks are unable to reach agreement, then, from and after an Event of
Default, the Administrative Agent may pursue such rights and remedies as it may
determine.



<PAGE>   67


               SECTION 6.3.   Notice of Default.  The Administrative Agent shall
give notice to the Borrower under Section 6.1(c) and 6.1(d) promptly upon being
requested to do so by the Required Banks and shall thereupon notify all the
Banks thereof. The Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default (other than
nonpayment of principal of or interest on the Loans) unless the Administrative
Agent has received notice in writing from a Bank or Borrower referring to this
Agreement or the other Loan Documents, describing such event or condition.
Should the Administrative Agent receive notice of the occurrence of an Default
or Event of Default expressly stating that such notice is a notice of an Default
or Event of Default, or should the Administrative Agent send Borrower a notice
of Default or Event of Default, the Administrative Agent shall promptly give
notice thereof to each Bank.


               SECTION 6.4.  Distribution of Proceeds after Default. 
Notwithstanding anything contained herein to the contrary but subject to the 
provisions of Section 9.16 hereof , from and after an Event of Default, to the 
extent proceeds are received by Administrative Agent, such proceeds will be 
distributed to the Banks pro rata in accordance with the unpaid principal amount
of the Loans (giving effect to any participations granted therein pursuant to 
Section 2.3 and 9.4).


                                 ARTICLE VII

                            THE ADMINISTRATIVE AGENT

               SECTION 7.1.   Appointment and Authorization.  Each Bank 
irrevocably appoints and authorizes the Administrative Agent to take such action
as agent on its behalf and to exercise such powers under this Agreement and the 
other Loan Documents as are delegated to the Administrative Agent by the terms 
hereof or thereof, together with all such powers as are reasonably incidental 
thereto. Except as set forth in Sections 7.8 and 7.9 hereof, the provisions of 
this Article VII are solely for the benefit of Administrative Agent and the 
Banks, and Borrower shall not have any rights to rely on or enforce any of the
provisions hereof. In performing its functions and duties under this Agreement,
the Administrative Agent shall act solely as an agent of the Banks and does not
assume and shall not be deemed to have assumed any obligation toward or
relationship of agency or trust with or for the Borrower.

               SECTION 7.2.  Agency and Affiliates.  The Chase Manhattan Bank 
and its affiliates may accept deposits from, lend money to, and generally engage
in any kind of business with the Borrower, EOPT or any Subsidiary or affiliate 
of the Borrower as if it were not the Administrative Agent hereunder.

               SECTION 7.3.  Action by Administrative Agent.  The obligations 
of the Administrative Agent hereunder are only those expressly set forth herein.
Without limiting the generality of the foregoing, the Administrative Agent shall
not be required to take any action with respect to any Default or Event of
Default, except as expressly provided in Article VI. The duties of Ad-


<PAGE>   68


ministrative Agent shall be administrative in nature. Subject to the provisions
of Sections 7.1, 7.5 and 7.6, the Administrative Agent shall administer the
Loans in the same manner as it administers its own loans.

               SECTION 7.4. Consultation with Experts. As between Administrative
Agent on the one hand and the Banks on the other hand, the Administrative Agent
may consult with legal counsel (who may be counsel for the Borrower),
independent public accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken by it in good faith in
accordance with the advice of such counsel, accountants or experts.

               SECTION 7.5.   Liability of Administrative Agent.  As between
Administrative Agent on the one hand and the Banks on the other hand, none of
the Administrative Agent nor any of its affiliates nor any of their respective
directors, officers, agents or employees shall be liable for any action taken or
not taken by it in connection herewith (i) with the consent or at the request of
the Required Banks or (ii) in the absence of its own gross negligence or willful
misconduct. As between Administrative Agent on the one hand and the Banks on the
other hand, none of the Administrative Agent nor any of its directors, officers,
agents or employees shall be responsible for or have any duty to ascertain,
inquire into or verify (i) any statement, warranty or representation made in
connection with this Agreement or any borrowing hereunder; (ii) the performance
or observance of any of the covenants or agreements of the Borrower; (iii) the
satisfaction of any condition specified in Article III, except receipt of items
required to be delivered to the Administrative Agent; or (iv) the validity,
effectiveness or genuineness of this Agreement, the other Loan Documents or any
other instrument or writing furnished in connection herewith. As between
Administrative Agent on the one hand and the Banks on the other hand, the
Administrative Agent shall not incur any liability by acting in reliance upon
any notice, consent, certificate, statement, or other writing (which may be a
bank wire, telex or similar writing) believed by it to be genuine or to be
signed by the proper party or parties.

               SECTION 7.6.  Indemnification.  Each Bank shall, ratably in 
accordance with its Commitment, indemnify the Administrative Agent, the Arranger
and their affiliates and their respective directors, officers, agents and
employees (to the extent not reimbursed by the Borrower) against any cost,
expense (including, without limitation, counsel fees and disbursements), claim,
demand, action, loss or liability (except such as result from such indemnitee's
gross negligence or willful misconduct) that such indemnitee may suffer or incur
in connection with their respective duties as Administrative Agent and Arranger
under this Agreement, the other Loan Documents or any action taken or omitted by
such indemnitee hereunder. In the event that the Administrative Agent or the
Arranger shall, subsequent to its receipt of indemnification payment(s) from
Banks in accordance with this section, recoup any amount from the Borrower, or
any other party liable therefor in connection with such indemnification, the
Administrative Agent or the Arranger (as applicable) shall reimburse the Banks
which previously made the payment(s) pro rata, based upon the actual amounts
which were theretofore paid by each Bank.

               SECTION 7.7.   Credit Decision.  Each Bank acknowledges that it 
has, independently and without reliance upon the Administrative Agent, the 
Arranger or any other Bank, and based 


<PAGE>   69


on such documents and information 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
Administrative Agent, the Arranger or any other Bank, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking any action under this
Agreement.

               SECTION 7.8. Successor Administrative Agent.  The Administrative
Agent may resign at any time by giving notice thereof to the Banks, and the
Borrower. Upon any such resignation, the Majority Banks shall have the right to
appoint a successor Administrative Agent, which successor Administrative Agent,
shall, provided no Event of Default has occurred and is then continuing, be
subject to Borrower's approval, which approval shall not be unreasonably
withheld or delayed. If no successor Administrative Agent shall have been so
appointed by the Majority Banks and approved by the Borrower, and shall have
accepted such appointment, within 30 days after the retiring Administrative
Agent gives notice of resignation, then the retiring Administrative Agent may,
on behalf of the Banks, appoint a successor Administrative Agent, which shall be
the Administrative Agent who shall act until the Majority Banks shall appoint an
Administrative Agent. Any appointment of a successor Administrative Agent by
Majority Banks or the retiring Administrative Agent pursuant to the preceding
sentence shall, provided no Event of Default has occurred and is then
continuing, be subject to the Borrower's approval, which approval shall not be
unreasonably withheld or delayed. Upon the acceptance of its appointment as the
Administrative Agent hereunder by a successor Administrative Agent, such
successor Administrative Agent, shall thereupon succeed to and become vested
with all the rights and duties of the retiring Administrative Agent and the
retiring Administrative Agent shall be discharged from its duties and
obligations hereunder. After any retiring Administrative Agent's resignation
hereunder, the provisions of this Article shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was the Administrative
Agent. For gross negligence or willful misconduct, as determined by all the
Banks (excluding for such determination Administrative Agent in its capacity as
a Bank, if applicable), Administrative Agent may be removed at any time by
giving at least thirty (30) Business Days prior written notice to Administrative
Agent and Borrower. Such resignation or removal shall take effect upon the
acceptance of appointment by a successor Administrative Agent in accordance with
the provisions of this Section 7.8.

               SECTION 7.9.  Consents and Approvals.  All communications from 
Administrative Agent to the Banks requesting the Banks' determination, consent,
approval or disapproval (i) shall be given in the form of a written notice to
each Bank, (ii) shall be accompanied by a description of the matter or item as
to which such determination, approval, consent or disapproval is requested, or
shall advise each Bank where such matter or item may be inspected, or shall
otherwise describe the matter or issue to be resolved, (iii) shall include, if
reasonably requested by a Bank and to the extent not previously provided to such
Bank, written materials and a summary of all oral information provided to
Administrative Agent by Borrower in respect of the matter or issue to be
resolved, and (iv) shall include Administrative Agent's recommended course of
action or determination in respect thereof. Each Bank shall reply promptly, but
in any event within ten (10) Business Days after receipt of the request therefor
from Administrative Agent (the "Bank


<PAGE>   70


Reply Period"). Unless a Bank shall give written notice to Administrative Agent
that it objects to the recommendation or determination of Administrative Agent
(together with a written explanation of the reasons behind such objection)
within the Bank Reply Period, such Bank shall be deemed to have approved of or
consented to such recommendation or determination. With respect to decisions
requiring the approval of the Required Banks, Majority Banks or all the Banks,
Administrative Agent shall submit its recommendation or determination for
approval of or consent to such recommendation or determination to all Banks and
upon receiving the required approval or consent shall follow the course of
action or determination of the Required Banks, Majority Banks or all the Banks
(and each non-responding Bank shall be deemed to have concurred with such
recommended course of action), as the case may be.


                                  ARTICLE VIII

                            CHANGE IN CIRCUMSTANCES

         SECTION 8.1.  Basis for Determining Interest Rate Inadequate or Unfair.
If on or prior to the first day of any Interest Period for any Euro-Dollar
Borrowing or Money Market IBOR Loan the Administrative Agent determines in good
faith that deposits in dollars (in the applicable amounts) are not being offered
in the relevant market for such Interest Period, the Administrative Agent shall
forthwith give notice thereof to the Borrower and the Banks, whereupon until the
Administrative Agent notifies the Borrower that the circumstances giving rise to
such suspension no longer exist, the obligations of the Banks to make
Euro-Dollar Loans shall be suspended. Unless the Borrower notifies the
Administrative Agent at least two Business Days before the date of (i) any
Euro-Dollar Borrowing for which a Notice of Borrowing has previously been given
that it elects not to borrow on such date, such Borrowing shall instead be made
as a Base Rate Borrowing, or (ii) any Money Market IBOR Borrowing for which a
Notice of Money Market Borrowing has previously been given, the Money Market
IBOR Loans comprising such Borrowing shall bear interest for each day from and
including the first day to but excluding the last day of the Interest Period
applicable thereto at the Base Rate for such day.

         SECTION 8.2.  Illegality.  If, on or after the date of this Agreement,
the adoption of any applicable law, rule or regulation, or any change in any
applicable law, rule or regulation, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by any Bank (or its Euro-Dollar Lending Office) with any request or directive
(whether or not having the force of law) made after the Closing Date of any such
authority, central bank or comparable agency shall make it unlawful for any Bank
(or its Euro-Dollar Lending Office) to make, maintain or fund its Euro-Dollar
Loans, the Administrative Agent shall forthwith give notice thereof to the other
Banks and the Borrower, whereupon until such Bank notifies the Borrower and the
Administrative Agent that the circumstances giving rise to such suspension no
longer exist, the obligation of such Bank to make Euro-Dollar Loans shall be
suspended. With respect to Euro-Dollar Loans, before giving any notice to the
Administrative Agent pursuant to this Section, such Bank shall designate a
different Euro-Dollar Lending Office if such designa-

<PAGE>   71

tion will avoid the need for giving such notice and will not, in the judgment of
such Bank, be otherwise disadvantageous to such Bank. If such Bank shall
determine that it may not lawfully continue to maintain and fund any of its
outstanding Euro-Dollar Loans to maturity and shall so specify in such notice,
the Borrower shall be deemed to have delivered a Notice of Interest Rate
Election and such Euro-Dollar Loan shall be converted as of such date to a Base
Rate Loan (without payment of any amounts that Borrower would otherwise be
obligated to pay pursuant to Section 2.12 hereof with respect to Loans converted
pursuant to this Section 8.2) in an equal principal amount from such Bank (on
which interest and principal shall be payable contemporaneously with the related
Euro-Dollar Loans of the other Banks), and such Bank shall make such a Base Rate
Loan.

               If at any time, it shall be unlawful for any Bank to make, 
maintain or fund its Euro-Dollar Loans, the Borrower shall have the right, upon
five (5) Business Day's notice to the Administrative Agent, to either (x) cause
a bank, reasonably acceptable to the Administrative Agent, to offer to purchase
the Commitments of such Bank for an amount equal to such Bank's outstanding
Loans, and to become a Bank hereunder, or obtain the agreement of one or more
existing Banks to offer to purchase the Commitments of such Bank for such
amount, which offer such Bank is hereby required to accept, or (y) to repay in
full all Loans then outstanding of such Bank, together with interest and all
other amounts due thereon, upon which event, such Bank's Commitments shall be
deemed to be canceled pursuant to Section 2.10(c).



<PAGE>   72


               SECTION 8.3. Increased Cost and Reduced Return.

(a)            If, on or after (x) the date hereof in the case of Committed 
Loans made pursuant to Section 2.1, or (y) the date of the related Money Market
Quote (in each case, the "Loan Effective Date"), in the case of any Money Market
Loan, the adoption of any applicable law, rule or regulation, or any change in
any applicable law, rule or regulation, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by any Bank (or its Applicable Lending Office) with any request or directive
(whether or not having the force of law) made at the Closing Date of any such
authority, central bank or comparable agency shall impose, modify or deem
applicable any reserve (including, without limitation, any such requirement
imposed by the Board of Governors of the Federal Reserve System (but excluding
with respect to any Euro-Dollar Loan any such requirement reflected in an
applicable Euro-Dollar Reserve Percentage)), special deposit, insurance
assessment or similar requirement against assets of, deposits with or for the
account of, or credit extended by, any Bank (or its Applicable Lending Office)
or shall impose on any Bank (or its Applicable Lending Office) or on the
interbank market any other condition materially more burdensome in nature,
extent or consequence than those in existence as of the Loan Effective Date
affecting such Bank's Euro-Dollar Loans, its Note, or its obligation to make
Euro-Dollar Loans, and the result of any of the foregoing is to increase the
cost to such Bank (or its Applicable Lending Office) of making or maintaining
any Euro-Dollar Loan, or to reduce the amount of any sum received or receivable
by such Bank (or its Applicable Lending Office) under this Agreement or under
its Note with respect to such Euro-Dollar Loans, by an amount deemed by such
Bank to be material, then, within 15 days after demand by such Bank (with a copy
to the Administrative Agent), the Borrower shall pay to such Bank such
additional amount or amounts (based upon a reasonable allocation thereof by such
Bank to the Euro-Dollar Loans made by such Bank hereunder) as will compensate
such Bank for such increased cost or reduction to the extent such Bank generally
imposes such additional amounts on other borrowers of such Bank in similar
circumstances.

(b)            If any Bank shall have reasonably determined that, after the date
hereof, the adoption of any applicable law, rule or regulation regarding capital
adequacy, or any change in any such law, rule or regulation, or any change in
the interpretation or administration thereof by any governmental authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or any request or directive regarding capital adequacy
(whether or not having the force of law) made after the Closing Date of any such
authority, central bank or comparable agency, has or would have the effect of
reducing the rate of return on capital of such Bank (or its Parent) as a
consequence of such Bank's obligations hereunder to a level below that which
such Bank (or its Parent) could have achieved but for such adoption, change,
request or directive (taking into consideration its policies with respect to
capital adequacy) by an amount reasonably deemed by such Bank to be material,
then from time to time, within 15 days after demand by such Bank (with a copy to
the Administrative Agent), the Borrower shall pay to such Bank such additional
amount or amounts as will compensate such Bank (or its Parent) for such


<PAGE>   73


reduction to the extent such Bank generally imposes such additional amounts on
other borrowers of such Bank in similar circumstances.

(c)            Each Bank will promptly notify the Borrower and the
Administrative Agent of any event of which it has knowledge, occurring after the
date hereof, which will entitle such Bank to compensation pursuant to this
Section and will designate a different Applicable Lending Office if such
designation will avoid the need for, or reduce the amount of, such compensation
and will not, in the reasonable judgment of such Bank, be otherwise
disadvantageous to such Bank. If such Bank shall fail to notify Borrower of any
such event within 90 days following the end of the month during which such event
occurred, then Borrower's liability for any amounts described in this Section
incurred by such Bank as a result of such event shall be limited to those
attributable to the period occurring subsequent to the ninetieth (90th) day
prior to the date upon which such Bank actually notified Borrower of the
occurrence of such event. A certificate of any Bank claiming compensation under
this Section and setting forth a reasonably detailed calculation of the
additional amount or amounts to be paid to it hereunder shall be conclusive in
the absence of demonstrable error. In determining such amount, such Bank may use
any reasonable averaging and attribution methods.

(d)            If at any time, any Bank shall be owed amounts pursuant to this
Section 8.3, the Borrower shall have the right, upon five (5) Business Day's
notice to the Administrative Agent to either (x) cause a bank, reasonably
acceptable to the Administrative Agent, to offer to purchase the Commitments of
such Bank for an amount equal to such Bank's outstanding Loans, and to become a
Bank hereunder, or to obtain the agreement of one or more existing Banks to
offer to purchase the Commitments of such Bank for such amount, which offer such
Bank is hereby required to accept, or (y) to repay in full all Loans then
outstanding of such Bank, together with interest and all other amounts due
thereon, upon which event, such Bank's Commitment shall be deemed to be canceled
pursuant to Section 2.10(c).


<PAGE>   74


               SECTION 8.4. Taxes.

(a)            Any and all payments by the Borrower to or for the account of any
Bank or the Administrative Agent hereunder or under any other Loan Document
shall be made free and clear of and without deduction for any and all present or
future taxes, duties, levies, imposts, deductions, charges or withholdings, and
all liabilities with respect thereto, excluding, in the case of each Bank and
the Administrative Agent, taxes imposed on its income, and franchise taxes
imposed on it, by the jurisdiction under the laws of which such Bank or the
Administrative Agent (as the case may be) is organized or any political
subdivision thereof and, in the case of each Bank, taxes imposed on its income,
and franchise or similar taxes imposed on it, by the jurisdiction of such Bank's
Applicable Lending Office or any political subdivision thereof or by any other
jurisdiction (or any political subdivision thereof) as a result of a present or
former connection between such Bank or Administrative Agent and such other
jurisdiction or by the United States (all such non-excluded taxes, duties,
levies, imposts, deductions, charges, withholdings and liabilities being
hereinafter referred to as "Non-Excluded Taxes"). If the Borrower shall be
required by law to deduct any Non-Excluded Taxes from or in respect of any sum
payable hereunder or under any Note, (i) the sum payable shall be increased as
necessary so that after making all required deductions (including, without
limitation, deductions applicable to additional sums payable under this Section
8.4) such Bank or the Administrative Agent (as the case may be) receives an
amount equal to the sum it would have received had no such deductions been made,
(ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the
full amount deducted to the relevant taxation authority or other authority in
accordance with applicable law and (iv) the Borrower shall furnish to the
Administrative Agent, at its address referred to in Section 9.1, the original or
a certified copy of a receipt evidencing payment thereof.

(b)            In addition, the Borrower agrees to pay any present or future 
stamp or documentary taxes and any other excise or property taxes, or charges or
similar levies which arise from any payment made hereunder or under any Note or
from the execution or delivery of, or otherwise with respect to, this Agreement
or any Note (hereinafter referred to as "Other Taxes").

(c)            The Borrower agrees to indemnify each Bank and the Administrative
Agent for the full amount of Non-Excluded Taxes or Other Taxes (including,
without limitation, any Non-Excluded Taxes or Other Taxes imposed or asserted by
any jurisdiction on amounts payable under this Section 8.4) paid by such Bank or
the Administrative Agent (as the case may be) and, so long as such Bank or
Administrative Agent has promptly paid any such Non-Excluded Taxes or Other
Taxes, any liability for penalties and interest arising therefrom or with
respect thereto. This indemnification shall be made within 15 days from the date
such Bank or the Administrative Agent (as the case may be) makes demand
therefor.

(d)            Each Bank organized under the laws of a jurisdiction outside the
United States, on or prior to the date of its execution and delivery of this
Agreement in the case of each Bank listed on the signature pages hereof and on
or prior to the date on which it becomes a Bank in the case of each other Bank,
shall provide the Borrower with (A) two duly completed copies of Internal


<PAGE>   75

Revenue Service form 1001 or 4224, as appropriate, or any successor form
prescribed by the Internal Revenue Service, and (B) an Internal Revenue Service
Form W-8 or W-9, or any successor form prescribed by the Internal Revenue
Service, and shall provide Borrower with two further copies of any such form or
certification on or before the date that any such form or certification expires
or becomes obsolete and after the occurrence of any event requiring a change in
the most recent form previously delivered by it to Borrower, certifying (i) in
the case of a Form 1001 or 4224, that such Bank is entitled to benefits under an
income tax treaty to which the United States is a party which reduces the rate
of withholding tax on payments of interest or certifying that the income
receivable pursuant to this Agreement is effectively connected with the conduct
of a trade or business in the United States, and (ii) in the case of a Form W-8
or W-9, that it is entitled to an exemption from United States backup
withholding tax. If the form provided by a Bank at the time such Bank first
becomes a party to this Agreement indicates a United States interest withholding
tax rate in excess of zero, withholding tax at such rate shall be considered
excluded from "Non-Excluded Taxes" as defined in Section 8.4(a).

(e)            For any period with respect to which a Bank has failed to provide
the Borrower with the appropriate form pursuant to Section 8.4(d) (unless such
failure is due to a change in treaty, law or regulation occurring subsequent to
the date on which a form originally was required to be provided), such Bank
shall not be entitled to indemnification under Section 8.4(c) with respect to
Non-Excluded Taxes imposed by the United States; provided, however, that should
a Bank, which is otherwise exempt from or subject to a reduced rate of
withholding tax, become subject to Non-Excluded Taxes because of its failure to
deliver a form required hereunder, the Borrower shall take such steps as such
Bank shall reasonably request to assist such Bank to recover such Taxes so long
as Borrower shall incur no cost or liability as a result thereof.

(f)            If the Borrower is required to pay additional amounts to or for
the account of any Bank pursuant to this Section 8.4, then such Bank will change
the jurisdiction of its Applicable Lending Office so as to eliminate or reduce
any such additional payment which may thereafter accrue if such change, in the
judgment of such Bank, is not otherwise disadvantageous to such Bank.

(g)            If at any time, any Bank shall be owed amounts pursuant to this
Section 8.4, the Borrower shall have the right, upon five (5) Business Day's
notice to the Administrative Agent to either (x) cause a bank, reasonably
acceptable to the Administrative Agent, to offer to purchase the Commitments of
such Bank for an amount equal to such Bank's outstanding Loans, and to become a
Bank hereunder, or to obtain the agreement of one or more existing Banks to
offer to purchase the Commitments of such Bank for such amount, which offer such
Bank is hereby required to accept, or (y) to repay in full all Loans then
outstanding of such Bank, together with interest and all other amounts due
thereon, upon which event, such Bank's Commitment shall be deemed to be canceled
pursuant to Section 2.10(c).

               SECTION 8.5. Base Rate Loans Substituted for Affected Euro-Dollar
Loans . If (i) the obligation of any Bank to make Euro-Dollar Loans has been
suspended pursuant to Section


<PAGE>   76

8.2 or (ii) any Bank has demanded compensation under Section 8.3 or 8.4 with
respect to its Euro-Dollar Loans and the Borrower shall, by at least five
Business Days' prior notice to such Bank through the Administrative Agent, have
elected that the provisions of this Section shall apply to such Bank, then,
unless and until such Bank notifies the Borrower that the circumstances giving
rise to such suspension or demand for compensation no longer exist:

(a)            Borrower shall be deemed to have delivered a Notice of Interest
Rate Election with respect to such affected Euro-Dollar Loans and thereafter all
Loans which would otherwise be made by such Bank as Euro-Dollar Loans shall be
made instead as Base Rate Loans (on which interest and principal shall be
payable contemporaneously with the related Euro-Dollar Loans of the other
Banks), and

(b)            after each of its Euro-Dollar Loans has been repaid, all payments
of principal which would otherwise be applied to repay such Euro-Dollar Loans
shall be applied to repay its Base Rate Loans instead, and

(c)            Borrower will not be required to make any payment which would 
otherwise be required by Section 2.12 with respect to such Euro-Dollar Loans
converted to Base Rate Loans pursuant to clause (a) above.

                                   ARTICLE IV

                                  MISCELLANEOUS

           SECTION 9.1.  Notices.  All notices, requests and other
communications to any party hereunder shall be in writing (including bank wire,
telex, facsimile transmission followed by telephonic confirmation or similar
writing) and shall be given to such party: (x) in the case of the Borrower, the
Arranger or the Administrative Agent, at its address, telex number or facsimile
number set forth on Exhibit F attached hereto with a duplicate copy thereof, in
the case of the Borrower, to the Borrower, at Equity Office Properties Trust,
Two North Riverside Plaza, Suite 2200, Chicago, Illinois 60606, Attn: Chief
Legal Counsel, and to Rosenberg & Liebentritt, P.C., Two North Riverside Plaza,
Suite 1600, Chicago, Illinois 60606, Attn: James M. Phipps, Esq., (y) in the
case of any Bank, at its address, telex number or facsimile number set forth in
its Administrative Questionnaire or (z) in the case of any party, such other
address, telex number or facsimile number as such party may hereafter specify
for the purpose by notice to the Administrative Agent and the Borrower. Each
such notice, request or other communication shall be effective (i) if given by
telex or facsimile transmission, when such telex or facsimile is transmitted to
the telex number or facsimile number specified in this Section and the
appropriate answerback or facsimile confirmation is received, (ii) if given by
certified registered mail, return receipt requested, with first class postage
prepaid, addressed as aforesaid, upon receipt or refusal to accept delivery,
(iii) if given by a nationally recognized overnight carrier, 24 hours after such
communication is deposited with such carrier with postage prepaid for next day
delivery, or (iv) if given by any other means, when delivered at the address
specified in this Section; provided that notices to the Administrative Agent
under Article II shall not be effective until received.
<PAGE>   77

           SECTION 9.2.  No Waivers .  No failure or delay by the Administrative
Agent or any Bank in exercising any right, power or privilege hereunder or under
any Note shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. The rights and remedies herein provided
shall be cumulative and not exclusive of any rights or remedies provided by law.

           SECTION 9.3.  Expenses; Indemnification.

(a)            The Borrower shall pay within thirty (30) days after written
notice from the Administrative Agent (i) all reasonable out-of-pocket costs and
expenses of the Administrative Agent (including, without limitation, reasonable
fees and disbursements of special counsel Skadden, Arps, Slate, Meagher & Flom
LLP ), in connection with the preparation of this Agreement, the Loan Documents
and the documents and instruments referred to therein, and any waiver or consent
hereunder or any amendment hereof or any Default or alleged Default hereunder,
(ii) all reasonable fees and disbursements of special counsel in connection with
the syndication of the Loans, and (iii) if an Event of Default occurs, all
reasonable out-of-pocket expenses incurred by the Administrative Agent and each
Bank, including, without limitation, fees and disbursements of counsel for the
Administrative Agent and each of the Banks, in connection with the enforcement
of the Loan Documents and the instruments referred to therein and such Event of
Default and collection, bankruptcy, insolvency and other enforcement proceedings
resulting therefrom; provided, however, that the attorneys' fees and
disbursements for which Borrower is obligated under this subsection (a)(iii)
shall be limited to the reasonable non-duplicative fees and disbursements of (A)
counsel for Administrative Agent and (B) counsel for all of the Banks as a
group; and provided, further, that all other costs and expenses for which
Borrower is obligated under this subsection (a)(iii) shall be limited to the
reasonable non-duplicative costs and expenses of Administrative Agent. For
purposes of this Section 9.3(a)(iii), (1) counsel for Administrative Agent shall
mean a single outside law firm representing Administrative Agent, and (2)
counsel for all of the Banks as a group shall mean a single outside law firm
representing such Banks as a group (which law firm may or may not be the same
law firm representing Administrative Agent).

(b)            The Borrower agrees to indemnify the Administrative Agent and 
each Bank, their respective affiliates and the respective directors, officers,
agents and employees of the foregoing (each an "Indemnitee") and hold each
Indemnitee harmless from and against any and all liabilities, losses, damages,
costs and expenses of any kind, including, without limitation, the reasonable
fees and disbursements of counsel, which may be incurred by such Indemnitee in
connection with any investigative, administrative or judicial proceeding that
may at any time (including, without limitation, at any time following the
payment of the Obligations) be asserted against any Indemnitee, as a result of,
or arising out of, or in any way related to or by reason of, (i) any of the
transactions contemplated by the Loan Documents or the execution, delivery or
performance of any Loan Document, (ii) any violation by the Borrower or the
Environmental Affiliates of any applicable Environmental Law, (iii) any
Environmental Claim arising out of the management, use, control, ownership or
operation of property or assets by the Borrower or any of the Envi-


<PAGE>   78


ronmental Affiliates, including, without limitation, all on-site and off-site
activities of Borrower or any Environmental Affiliate involving Materials of
Environmental Concern, (iv) the breach of any environmental representation or
warranty set forth herein, but excluding those liabilities, losses, damages,
costs and expenses (a) for which such Indemnitee has been compensated pursuant
to the terms of this Agreement, (b) incurred solely by reason of the gross
negligence, willful misconduct bad faith or fraud of any Indemnitee as finally
determined by a court of competent jurisdiction, (c) arising from violations of
Environmental Laws relating to a Property which are caused by the act or
omission of such Indemnitee after such Indemnitee takes possession of such
Property or (d) owing by such Indemnitee to any third party based upon
contractual obligations of such Indemnitee owing to such third party which are
not expressly set forth in the Loan Documents. In addition, the indemnification
set forth in this Section 9.3(b) in favor of any director, officer, agent or
employee of Administrative Agent or any Bank shall be solely in their respective
capacities as such director, officer, agent or employee. The Borrower's
obligations under this Section shall survive the termination of this Agreement
and the payment of the Obligations. Without limitation of the other provisions
of this Section 9.3, Borrower shall indemnify and hold each of the
Administrative Agent and the Banks free and harmless from and against all loss,
costs (including reasonable attorneys' fees and expenses), expenses, taxes, and
damages (including consequential damages) that the Administrative Agent and the
Banks may suffer or incur by reason of the investigation, defense and settlement
of claims and in obtaining any prohibited transaction exemption under ERISA or
the Code necessary in the Administrative Agent's reasonable judgment by reason
of the inaccuracy of the representations and warranties, or a breach of the
provisions, set forth in Section 4.6(b).

               SECTION 9.4. Sharing of Set-Offs.  In addition to any rights now 
or hereafter granted under applicable law or otherwise, and not by way of
limitation of any such rights, upon the occurrence and during the continuance
of any Event of Default, each Bank is hereby authorized at any time or from
time to time, without presentment, demand, protest or other notice of any kind
to the Borrower or to any other Person, any such notice being hereby expressly
waived, but subject to the prior consent of the Administrative Agent, to set
off and to appropriate and apply any and all deposits (general or special, time
or demand, provisional or final) and any other indebtedness at any time held or
owing by such Bank (including, without limitation, by branches and agencies of
such Bank wherever located) to or for the credit or the account of the Borrower
against and on account of the Obligations of the Borrower then due and payable
to such Bank under this Agreement or under any of the other Loan Documents,
including, without limitation, all interests in Obligations purchased by such
Bank.  Each Bank agrees that if it shall by exercising any right of set-off or
counterclaim or otherwise, receive payment of a proportion of the aggregate
amount of principal and interest due with respect to any Note held by it which
is greater than the proportion received by any other Bank, the Bank receiving
such proportionately greater payment shall purchase such participations in the
Notes held by the other Banks, and such other adjustments shall be made, as may
be required so that all such payments of principal and interest with respect to
the Notes held by the Banks shall be shared by the Banks pro rata; provided
that nothing in this Section shall impair the right of any Bank to exercise any
right of set-off or counterclaim it may have to any deposits not received in
connection with the Loans and to apply the amount subject to such exercise to
the payment of indebtedness of the Borrower 


<PAGE>   79


other than its indebtedness under the Notes. The Borrower agrees, to the fullest
extent it may effectively do so under applicable law, that any holder of a
participation in a Note, whether or not acquired pursuant to the foregoing
arrangements, may exercise rights of set-off or counterclaim and other rights
with respect to such participation as fully as if such holder of a participation
were a direct creditor of the Borrower in the amount of such participation.
Notwithstanding anything to the contrary contained herein, any Bank may, by
separate agreement with the Borrower, waive its right to set off contained
herein or granted by law and any such written waiver shall be effective against
such Bank under this Section 9.4.

               SECTION 9.5. Amendments and Waivers.  Any provision of this
Agreement or the Notes or other Loan Documents may be amended or waived if, but
only if, such amendment or waiver is in writing and is signed by the Borrower
and the Majority Banks (and, if the rights or duties of the Administrative Agent
in its capacity as Administrative Agent is affected thereby, by the
Administrative Agent); provided that (A) no amendment or waiver of the
provisions of Article V (including, without limitation, any of the definitions
of the defined terms used in Section 5.8 hereof) shall be effective unless
signed by the Borrower and the Required Banks and (B) no such amendment or
waiver with respect to this Agreement, the Notes or any other Loan Documents
shall, unless signed by all the Banks, (i) increase or decrease the Commitment
of any Bank (except for a ratable decrease in the Commitments of all Banks) or
subject any Bank to any additional obligation, (ii) reduce the principal of or
rate of interest on any Loan or any fees hereunder, (iii) postpone the date
fixed for any payment of principal of or interest on any Loan or any fees
hereunder or for any reduction or termination of any Commitment, (iv) change the
percentage of the Commitments or of the aggregate unpaid principal amount of the
Notes, or the number of Banks, which shall be required for the Banks or any of
them to take any action under this Section or any other provision of this
Agreement, (v) release the EOPT Guaranty, (vi) modify any of the provisions of
Section 2.6, or (vii) modify the provisions of this Section 9.5.

               SECTION 9.6. Successors and Assigns.

(a)            The provisions of this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
assigns, except that the Borrower may not assign or otherwise transfer any of
its rights under this Agreement or the other Loan Documents without the prior
written consent of all Banks and the Administrative Agent and a Bank may not
assign or otherwise transfer any of its interest under this Agreement except as
permitted in subsection (b) and (c) of this Section 9.6.

(b)            Prior to the occurrence of an Event of Default, any Bank may at
any time, with (and subject to) the consent of Borrower (which consent shall not
be unreasonably withheld or delayed) and the Administrative Agent, grant to an
existing Bank, one or more Qualified Institutions (a "Participant") in minimum
amounts of not less than $10,000,000 (or any lesser amount in the case of
participations to an existing Bank, or if a Bank shall hold less than Ten
Million Dollars ($10,000,000), then such lesser amount) participating interests
in its Commitment or any or all of its Loans. After the occurrence and during
the continuance of an Event of Default, any Bank may at any time grant to any
Person in any amount (also a "Participant"), participating in-


<PAGE>   80


terests in its Commitment or any or all of its Loans. Any participation made
during the continuation of an Event of Default shall not be affected by the
subsequent cure of such Event of Default. In the event of any such grant by a
Bank of a participating interest to a Participant, whether or not upon notice to
the Borrower and the Administrative Agent, such Bank shall remain responsible
for the performance of its obligations hereunder, and the Borrower and the
Administrative Agent shall continue to deal solely and directly with such Bank
in connection with such Bank's rights and obligations under this Agreement. Any
agreement pursuant to which any Bank may grant such a participating interest
shall provide that such Bank shall retain the sole right and responsibility to
enforce the obligations of the Borrower hereunder including, without limitation,
the right to approve any amendment, modification or waiver of any provision of
this Agreement; provided that such participation agreement may provide that such
Bank will not agree to any modification, amendment or waiver of this Agreement
described in clause (i), (ii), (iii), (iv) or (v) of Section 9.5 without the
consent of the Participant. The Borrower agrees that each Participant that is a
bank, shall, to the extent provided in its participation agreement, be entitled
to the benefits of Article VIII with respect to its participating interest.

(c)            Any Bank may at any time assign to a Qualified Institution (in
each case, an "Assignee") (i) prior to the occurrence of an Event of Default, in
minimum amounts of not less than Ten Million Dollars ($10,000,000) and integral
multiple of One Million Dollars ($1,000,000) thereafter (or any lesser amount in
the case of assignments to an existing Bank, or if a Bank shall hold less than
Ten Million Dollars ($10,000,000), then such lesser amount) and (ii) after the
occurrence and during the continuance of an Event of Default, in any amount, all
or a proportionate part of all, of its rights and obligations under this
Agreement, the Notes and the other Loan Documents, and, in either case, such
Assignee shall assume such rights and obligations, pursuant to a Transfer
Supplement in substantially the form of Exhibit B hereto executed by such
Assignee and such transferor Bank; provided, that if no Event of Default shall
have occurred and be continuing, such assignment shall be subject to the
Administrative Agent's and the Borrower's consent, which consent shall not be
unreasonably withheld or delayed; and provided further that if an Assignee is an
affiliate of such transferor Bank or was a Bank immediately prior to such
assignment, no such consent shall be required; and provided further that such
assignment may, but need not, include rights of the transferor bank in respect
of outstanding Money Market Loans. Upon execution and delivery of such
instrument and payment by such Assignee to such transferor Bank of an amount
equal to the purchase price agreed between such transferor Bank and such
Assignee, such Assignee shall be a Bank party to this Agreement and shall have
all the rights and obligations of a Bank with a Commitment as set forth in such
instrument of assumption, and no further consent or action by any party shall be
required and the transferor Bank shall be released from its obligations
hereunder to a corresponding extent. Upon the consummation of any assignment
pursuant to this subsection (c), the transferor Bank, the Administrative Agent
and the Borrower shall make appropriate arrangements so that, if required, a new
Note is issued to the Assignee. In connection with any such assignment, the
transferor Bank shall pay to the Administrative Agent an administrative fee for
processing such assignment in the amount of $2,500. If the Assignee is not
incorporated under the laws of the United States of America or a state thereof,
it shall deliver to the Borrower and the Administrative Agent certification as
to exemption from deduction or withholding of any United States federal income
taxes in accordance


<PAGE>   81


with Section 8.4. Any assignment made during the continuation of an Event of
Default shall not be affected by any subsequent cure of such Event of Default.

     (d)       Any Bank (each, a "Designating Lender") may at any time designate
one Designated Lender to fund Money Market Loans on behalf of such Designating
Lender subject to the terms of this Section 9.6(d) and the provisions in Section
9.6(b) and (c) shall not apply to such designation. No Bank may designate more
than one (1) Designated Lender at any one time. The parties to each such
designation shall execute and deliver to the Administrative Agent for its
acceptance a Designation Agreement. Upon such receipt of an appropriately
completed Designation Agreement executed by a Designating Lender and a designee
representing that it is a Designated Lender, the Administrative Agent will
accept such Designation Agreement and will give prompt notice thereof to the
Borrower, whereupon, (i) the Borrower shall execute and deliver to the
Designating Lender a Designated Lender Note payable to the order of the
Designated Lender, (ii) from and after the effective date specified in the
Designation Agreement, the Designated Lender shall become a party to this
Agreement with a right (subject to the provisions of Section 2.4(b)) to make
Money Market Loans on behalf of its Designating Lender pursuant to Section 2.4
after the Borrower has accepted a Money Market Loan (or portion thereof) of the
Designating Lender, and (iii) the Designated Lender shall not be required to
make payments with respect to any obligations in this Agreement except to the
extent of excess cash flow of such Designated Lender which is not otherwise
required to repay obligations of such Designated Lender which are then due and
payable; provided, however, that regardless of such designation and assumption
by the Designated Lender, the Designating Lender shall be and remain obligated
to the Borrower, the Administrative Agent and the Banks for each and every of
the obligations of the Designating Lender and its related Designated Lender with
respect to this Agreement, including, without limitation, any indemnification
obligations under Section 7.6 hereof and any sums otherwise payable to the
Borrower by the Designated Lender. Each Designating Lender shall serve as the
administrative agent of the Designated Lender and shall on behalf of, and to the
exclusion of, the Designated Lender: (i) receive any and all payments made for
the benefit of the Designated Lender and (ii) give and receive all
communications and notices and take all actions hereunder, including, without
limitation, votes, approvals, waivers, consents and amendments under or relating
to this Agreement and the other Loan Documents. Any such notice, communication,
vote, approval, waiver, consent or amendment shall be signed by the Designating
Lender as administrative agent for the Designated Lender and shall not be signed
by the Designated Lender on its own behalf and shall be binding upon the
Designated Lender to the same extent as if signed by the Designated Lender on
its own behalf. The Borrower, the Administrative Agent and the Banks may rely
thereon without any requirement that the Designated Lender sign or acknowledge
the same. No Designated Lender may assign or transfer all or any portion of its
interest hereunder or under any other Loan Document, other than assignments to
the Designating Lender which originally designated such Designated Lender or
otherwise in accordance with the provisions of Section 9.6 (b) and (c).

     (e)       Any Bank may at any time assign all or any portion of its rights
under this Agreement and its Note to a Federal Reserve Bank. No such assignment
shall release the transferor Bank from its obligations hereunder.


<PAGE>   82



(f)            No Assignee, Participant or other transferee of any Bank's rights
shall be entitled to receive any greater payment under Section 8.3 or 8.4 than
such Bank would have been entitled to receive with respect to the rights
transferred, unless such transfer is made with the Borrower's prior written
consent or by reason of the provisions of Section 8.2, 8.3 or 8.4 requiring such
Bank to designate a different Applicable Lending Office under certain
circumstances or at a time when the circumstances giving rise to such greater
payment did not exist.

(g)            No Assignee of any rights and obligations under this Agreement 
shall be permitted to further assign less than all of such rights and
obligations. No participant in any rights and obligations under this Agreement
shall be permitted to sell subparticipations of such rights and obligations.

(h)            Anything in this Agreement to the contrary notwithstanding, so 
long as no Event of Default shall have occurred and be continuing, no Bank shall
be permitted to enter into an assignment of, or sell a participation interest
in, its rights and obligations hereunder which would result in such Bank holding
a Commitment without participants of less than Ten Million Dollars
($10,000,000); provided, however, that no Bank shall be prohibited from
assigning its entire Commitment so long as such assignment is otherwise
permitted under this Section 9.6.

               SECTION 9.7. Collateral .  Each of the Banks represents to the 
Administrative Agent and each of the other Banks that it in good faith is not
relying upon any "margin stock" (as defined in Regulation U) as collateral in
the extension or maintenance of the credit provided for in this Agreement.

               SECTION 9.8. Governing Law; Submission to Jurisdiction .  (a)  
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF 
THE PARTIES HEREUNDER AND THEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND 
BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE
PRINCIPLES THEREOF RELATING TO CONFLICTS OF LAW).

(b)            Any legal action or proceeding with respect to this Agreement or
any other Loan Document and any action for enforcement of any judgment in
respect thereof may be brought in the courts of the State of New York or of the
United States of America for the Southern District of New York, and, by
execution and delivery of this Agreement, the Borrower hereby accepts for itself
and in respect of its property, generally and unconditionally, the non-exclusive
jurisdiction of the aforesaid courts and appellate courts from any thereof. The
Borrower irrevocably consents to the service of process out of any of the
aforementioned courts in any such action or proceeding by the hand delivery, or
mailing of copies thereof by registered or certified mail, postage prepaid, to
the Borrower at its address set forth below. The Borrower hereby irrevocably
waives any objection which it may now or hereafter have to the laying of venue
of any of the aforesaid actions or proceedings arising out of or in connection
with this Agreement or any other Loan Document brought in the courts referred to
above and hereby further irrevocably waives and


<PAGE>   83

agrees not to plead or claim in any such court that any such action or
proceeding brought in any such court has been brought in an inconvenient forum.
Nothing herein shall affect the right of the Administrative Agent to serve
process in any other manner permitted by law or to commence legal proceedings or
otherwise proceed against the Borrower in any other jurisdiction.

               SECTION 9.9. Counterparts; Integration;. Effectiveness .  This
Agreement may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon
the same instrument. This Agreement constitutes the entire agreement and
understanding among the parties hereto and supersedes any and all prior
agreements and understandings, oral or written, relating to the subject matter
hereof. This Agreement shall become effective upon receipt by the Administrative
Agent and the Borrower of counterparts hereof signed by each of the parties
hereto (or, in the case of any party as to which an executed counterpart shall
not have been received, receipt by the Administrative Agent in form satisfactory
to it of telegraphic, telex or other written confirmation from such party of
execution of a counterpart hereof by such party).

               SECTION 9.10. WAIVER OF JURY TRIAL.  EACH OF THE BORROWER, THE 
ADMINISTRATIVE AGENT, THE ARRANGER AND EACH BANK HEREBY IRREVOCABLY WAIVE ANY
AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

               SECTION 9.11. Survival.  All indemnities set forth herein shall 
survive the execution and delivery of this Agreement and the other Loan
Documents and the making and repayment of the Loans hereunder.

               SECTION 9.12. Domicile of Loans.  Each Bank may transfer and 
carry  its Loans at, to or for the account of any domestic or foreign branch 
office, subsidiary or affiliate of such Bank.

              SECTION 9.13. Limitation of Liability.  No claim may be made by 
the Borrower or any other Person acting by or through Borrower against the
Administrative Agent, the Arranger or any Bank or the affiliates, directors,
officers, employees, attorneys or agent of any of them for any punitive damages
in respect of any claim for breach of contract or any other theory of liability
arising out of or related to the transactions contemplated by this Agreement or
by the other Loan Documents, or any act, omission or event occurring in
connection therewith; and the Borrower hereby waives, releases and agrees not to
sue upon any claim for any such damages, whether or not accrued and whether or
not known or suspected to exist in its favor.

              SECTION 9.14. Recourse Obligation.  This Agreement and the
Obligations hereunder are fully recourse to the Borrower. Notwithstanding the
foregoing, no recourse under or upon any obligation, covenant, or agreement
contained in this Agreement shall be had against (i) any officer, director,
shareholder or employee of the Borrower or EOPT (other than pursuant to the
Acorn Guaranty (as defined in the EOPT Guaranty)) or (ii) any general partner of
Bor-


<PAGE>   84


rower other than EOPT, in each case except in the event of fraud or
misappropriation of funds on the part of such officer, director, shareholder or
employee or such general partner.

               SECTION 9.15. Confidentiality.  The Administrative Agent, the 
Arranger and each Bank shall use reasonable efforts to assure that information
about Borrower, EOPT and its Subsidiaries and Investments Affiliates, and the
Properties thereof and their operations, affairs and financial condition, not
generally disclosed to the public, which is furnished to Administrative Agent,
the Arranger or any Bank pursuant to the provisions hereof or any other Loan
Document is used only for the purposes of this Agreement and shall not be
divulged to any Person other than the Administrative Agent, the Arranger, the
Banks, and their affiliates and respective officers, directors, employees and
agents who are actively and directly participating in the evaluation,
administration or enforcement of the Loan and other transactions between such
Bank and the Borrower, except: (a) to their attorneys and accountants, (b) in
connection with the enforcement of the rights and exercise of any remedies of
the Administrative Agent, the Arranger and the Banks hereunder and under the
other Loan Documents, (c) in connection with assignments and participations and
the solicitation of prospective assignees and participants referred to in
Section 9.6 hereof, who have agreed in writing to be bound by a confidentiality
agreement substantially equivalent to the terms of this Section 9.15, and (d) as
may otherwise be required or requested by any regulatory authority having
jurisdiction over the Administrative Agent, the Arranger or any Bank or by any
applicable law, rule, regulation or judicial process.

               SECTION 9.16. Bank's Failure to Fund.

(a)            If a Bank does not advance to Administrative Agent such Bank's
Pro Rata Share of a Loan in accordance herewith, then neither Administrative
Agent nor the other Banks shall be required or obligated to fund such Bank's Pro
Rata Share of such Loan.

(b)            As used herein, the following terms shall have the meanings set 
forth below:

(i)            "Defaulting Bank" shall mean any Bank which (x) does not advance 
to the Administrative Agent such Bank's Pro Rata Share of a Loan in accordance
herewith for a period of five (5) Business Days after notice of such failure
from Administrative Agent, (y) shall otherwise fail to perform such Bank's
obligations under the Loan Documents for a period of five (5) Business Days
after notice of such failure from Administrative Agent, or (z) shall fail to pay
the Administrative Agent or any other Bank, as the case may be, upon demand,
such Bank's Pro Rata Share of any costs, expenses or disbursements incurred or
made by the Administrative Agent pursuant to the terms of the Loan Documents for
a period of five (5) Business Days after notice of such failure from
Administrative Agent, and in all cases, such failure is not as a result of a
good faith dispute as to whether such advance is properly required to be made
pursuant to the provisions of this Agreement, or as to whether such other
performance or payment is properly required pursuant to the provisions of this
Agreement.

       (ii)    "Junior Creditor"  means any Defaulting Bank which has not (x) 
fully cured each and every default on its part under the Loan Documents and (y)
unconditionally ten-


<PAGE>   85


dered to the Administrative Agent such Defaulting Bank's Pro Rata Share of all
costs, expenses and disbursements required to be paid or reimbursed pursuant to
the terms of the Loan Documents.

        (iii) "Payment in Full" means, as of any date, the receipt by the Banks
who are not Junior Creditors of an amount of cash, in lawful currency of the
United States, sufficient to indefeasibly pay in full all Senior Debt.

        (iv)   "Senior Debt" means (x) collectively, any and all indebtedness,
obligations and liabilities of the Borrower to the Banks who are not Junior
Creditors from time to time, whether fixed or contingent, direct or indirect,
joint or several, due or not due, liquidated or unliquidated, determined or
undetermined, arising by contract, operation of law or otherwise, whether on
open account or evidenced by one or more instruments, and whether for
principal, premium, interest (including, without limitation, interest accruing
after the filing of a petition initiating any proceeding referred to in Section
6.1(f) or (g)), reimbursement for fees, indemnities, costs, expenses or
otherwise, which arise under, in connection with or in respect of the Loans or
the Loan Documents, and (y) any and all deferrals, renewals, extensions and
refundings of, or amendments, restatements, rearrangements, modifications or
supplements to, any such indebtedness, obligation or liability.

        (v)    "Subordinated Debt"  means (x) any and all indebtedness,
obligations and liabilities of Borrower to one or more Junior Creditors from
time to time, whether fixed or contingent, direct or indirect, joint or several,
due or not due, liquidated or unliquidated, determined or undetermined, arising
by contract, operation of law or otherwise, whether on open account or evidenced
by one or more instruments, and whether for principal, premium, interest
(including, without limitation, interest accruing after the filing of a petition
initiating any proceeding referred to in Section 6.1(f) or (g)), reimbursement
for fees, indemnities, costs, expenses or otherwise, which arise under, in
connection with or in respect of the Loans or the Loan Documents, and (y) any
and all deferrals, renewals, extensions and refundings of, or amendments,
restatements, rearrangements, modifications or supplements to, any such
indebtedness, obligation or liability.

        (c)    Immediately upon a Bank's becoming a Junior Creditor and until
such time as such Bank shall have cured all applicable defaults, no Junior
Creditor shall, prior to Payment in Full of all Senior Debt:

        (i)    accelerate, demand payment of, sue upon, collect, or receive any
payment upon, in any manner, or satisfy or otherwise discharge, any Subordinated
Debt, whether for principal, interest and otherwise;

        (ii)    take or enforce any Liens to secure Subordinated Debt or attach
or levy upon any assets of Borrower, to enforce any Subordinated Debt;

        (iii)  enforce or apply any security for any Subordinated Debt; or


<PAGE>   86


        (iv)   incur any debt or liability, or the like, to, or receive any 
loan, return of capital, advance, gift or any other property, from, the
Borrower.

(d)            In the event of:

(i)                 any insolvency, bankruptcy, receivership, liquidation, 
dissolution, reorganization, readjustment, composition or other similar
proceeding relating to Borrower;

(ii)                any liquidation, dissolution or other winding-up of the
Borrower, voluntary or involuntary, whether or not involving insolvency,
reorganization or bankruptcy proceedings;

(iii)               any assignment by the Borrower for the benefit of creditors;

(iv)                any sale or other transfer of all or substantially all 
assets of the Borrower; 
or

(v)                 any other marshaling of the assets of the Borrower;

each of the Banks shall first have received Payment in Full of all Senior
Debt before any payment or distribution, whether in cash, securities or other
property, shall be made in respect of or upon any Subordinated Debt.  Any
payment or distribution, whether in cash, securities or other property that
would otherwise be payable or deliverable in respect of Subordinated Debt to
any Junior Creditor but for this Agreement shall be paid or delivered directly
to the Administrative Agent for distribution to the Banks in accordance with
this Agreement until Payment in Full of all Senior Debt.  If any Junior
Creditor receives any such payment or distribution, it shall promptly pay over
or deliver the same to the Administrative Agent for application in accordance
with the preceding sentence.

(e)            Each Junior Creditor shall file in any bankruptcy or other
proceeding of Borrower in which the filing of claims is required by law, all
claims relating to Subordinated Debt that such Junior Creditor may have against
Borrower and assign to the Banks who are not Junior Creditors all rights of such
Junior Creditor thereunder. If such Junior Creditor does not file any such claim
prior to forty-five (45) days before the expiration of the time to file such
claim, Administrative Agent, as attorney-in-fact for such Junior Creditor, is
hereby irrevocably authorized to do so in the name of such Junior Creditor or,
in Administrative Agent's sole discretion, to assign the claim to a nominee and
to cause proof of claim to be filed in the name of such nominee. The foregoing
power of attorney is coupled with an interest and cannot be revoked. The
Administrative Agent shall, to the exclusion of each Junior Creditor, have the
sole right, subject to Section 9.5 hereof, to accept or reject any plan proposed
in any such proceeding and to take any other action that a party filing a claim
is entitled to take. In all such cases, whether in administration, bankruptcy or
otherwise, the Person or Persons authorized to pay such claim shall pay to
Administrative Agent the amount payable on such claim and, to the full extent
necessary for that


<PAGE>   87


purpose, each Junior Creditor hereby transfers and assigns to the Administrative
Agent all of the Junior Creditor's rights to any such payments or distributions
to which Junior Creditor would otherwise be entitled.

(f)     (i)    If any payment or distribution of any character or any security,
whether in cash, securities or other property, shall be received by any Junior
Creditor in contravention of any of the terms hereof, such payment or
distribution or security shall be received in trust for the benefit of, and
shall promptly be paid over or delivered and transferred to, Administrative
Agent for application to the payment of all Senior Debt, to the extent necessary
to achieve Payment in Full. In the event of the failure of any Junior Creditor
to endorse or assign any such payment, distribution or security, Administrative
Agent is hereby irrevocably authorized to endorse or assign the same as
attorney-in-fact for such Junior Creditor.

        (ii)   Each Junior Creditor shall take such action (including, without
limitation, the execution and filing of a financing statement with respect to
this Agreement and the execution, verification, delivery and filing of proofs
of claim, consents, assignments or other instructions that Administrative Agent
may require from time to time in order to prove or realize upon any rights or
claims pertaining to Subordinated Debt or to effectuate the full benefit of the
subordination contained herein) as may, in Administrative Agent's sole and
absolute discretion, be necessary or desirable to assure the effectiveness of
the subordination effected by this Agreement.

(g)     (i)    Each Bank that becomes a Junior Creditor understands and 
acknowledges by its execution hereof that each other Bank is entering into this
Agreement and the Loan Documents in reliance upon the absolute subordination in
right of payment and in time of payment of Subordinated Debt to Senior Debt as
set forth herein.

        (ii)   Only upon the Payment in Full of all Senior Debt shall any Junior
Creditor be subrogated to any remaining rights of the Banks which are not
Defaulting Banks to receive payments or distributions of assets of the Borrower
made on or applicable to any Senior Debt.

        (iii)  Each Junior Creditor agrees that it will deliver all instruments
or other writings evidencing any Subordinated Debt held by it to Administrative
Agent, promptly after request therefor by the Administrative Agent.

        (iv)   No Junior Creditor may at any time sell, assign or otherwise
transfer any Subordinated Debt, or any portion thereof, including, without
limitation, the granting of any Lien thereon, unless and until satisfaction of
the requirements of Section 9.6 above and the proposed transferee shall have
assumed in writing the obligation of the Junior Creditor to the Banks under this
Agreement, in a form acceptable to the Administrative Agent.

        (v)    If any of the Senior Debt, should be invalidated, avoided or set
aside, the subordination provided for herein nevertheless shall continue in full
force and effect and, as be-


<PAGE>   88


tween the Banks which are not Defaulting Banks and all Junior Creditors, shall
be and be deemed to remain in full force and effect.

(vi)           Each Junior Creditor hereby irrevocably waives, in respect of 
Subordinated Debt, all rights (x) under Sections 361 through 365, 502(e) and 509
of the Bankruptcy Code (or any similar sections hereafter in effect under any
other Federal or state laws or legal or equitable principles relating to
bankruptcy, insolvency, reorganizations, liquidations or otherwise for the
relief of debtors or protection of creditors), and (y) to seek or obtain
conversion to a different type of proceeding or to seek or obtain dismissal of a
proceeding, in each case in relation to a bankruptcy, reorganization, insolvency
or other proceeding under similar laws with respect to the Borrower. Without
limiting the generality of the foregoing, each Junior Creditor hereby
specifically waives (A) the right to seek to give credit (secured or otherwise)
to the Borrower in any way under Section 364 of the Bankruptcy Code unless the
same is subordinated in all respects to Senior Debt in a manner acceptable to
Administrative Agent in its sole and absolute discretion and (B) the right to
receive any collateral security (including, without limitation, any "super
priority" or equal or "priming" or replacement Lien) for any Subordinated Debt
unless the Banks which are not Defaulting Banks have received a senior position
acceptable to the Banks in their sole and absolute discretion to secure all
Senior Debt (in the same collateral to the extent collateral is involved).

(h)(i)         In addition to and not in limitation of the subordination
effected by this Section 9.16, the Administrative Agent and each of the Banks
which are not Defaulting Banks may in their respective sole and absolute
discretion, also exercise any and all other rights and remedies available at law
or in equity in respect of a Defaulting Bank; and

(ii)           The Administrative Agent shall give each of the Banks notice of
the occurrence of a default under this Section 9.16 by a Defaulting Bank and if
the Administrative Agent and/or one or more of the other Banks shall, at their
option, fund any amounts required to be paid or advanced by a Defaulting Bank,
the other Banks who have elected not to fund any portion of such amounts shall
not be liable for any reimbursements to the Administrative Agent and/or to such
other funding Banks.

(i)            Notwithstanding anything to the contrary contained or implied 
herein, a Defaulting Bank shall not be entitled to vote on any matter as to
which a vote by the Banks is required hereunder, including, without limitation,
any actions or consents on the part of the Administrative Agent as to which the
approval or consent of all the Banks or the Required Banks or Majority Banks is
required under Article VIII, Section 9.5 or elsewhere, so long as such Bank is a
Defaulting Bank; provided, however, that in the case of any vote requiring the
unanimous consent of the Banks, if all the Banks other than the Defaulting Bank
shall have voted in accordance with each other, then the Defaulting Bank shall
be deemed to have voted in accordance with such Banks.

(j)           Each of the Administrative Agent and any one or more of the Banks
which are not Defaulting Banks may, at their respective option, (i) advance to
the Borrower such Bank's Pro


<PAGE>   89


Rata Share of the Loans not advanced by a Defaulting Bank in accordance with the
Loan Documents, or (ii) pay to the Administrative Agent such Bank's Pro Rata
Share of any costs, expenses or disbursements incurred or made by the
Administrative Agent pursuant to the terms of this Agreement not theretofore
paid by a Defaulting Bank. Immediately upon the making of any such advance by
the Administrative Agent or any one of the Banks, such Bank's Pro Rata Share and
the Pro Rata Share of the Defaulting Bank shall be recalculated to reflect such
advance. All payments, repayments and other disbursements of funds by the
Administrative Agent to Banks shall thereupon and, at all times thereafter be
made in accordance with such Bank's recalculated Pro Rata Share unless and until
a Defaulting Bank shall fully cure all defaults on the part of such Defaulting
Bank under the Loan Documents or otherwise existing in respect of the Loans or
this Agreement, at which time the Pro Rata Share of the Bank(s) which advanced
sums on behalf of the Defaulting Bank and of the Defaulting Bank shall be
restored to their original percentages.

               SECTION 9.17. Banks' ERISA Covenant.  Each Bank, which is a
bank, by its signature hereto or on the applicable Transfer Supplement, hereby
agrees (a) that on the date any Loan is disbursed hereunder no portion of such
Bank's Pro Rata Share of such Loan will constitute "assets" within the meaning
of 29 C.F.R. Section 2510.3-101 of an "employee benefit plan" within the meaning
of Section 3(3) of ERISA or a "plan" within the meaning of Section 4975(e)(1) of
the Code, and (b) that following such date such Bank shall not allocate such
Bank's Pro Rata Share of any Loan to an account of such Bank if such allocation
(i) by itself would cause such Pro Rata Share of such Loan to then constitute
"assets" (within the meaning of 29 C.F.R. Section 2510.3-101) of an "employee
benefit plan" within the meaning of Section 3(3) of ERISA or a "plan" within the
meaning of Section 4975(e)(1) of the Code and (ii) by itself would cause such
Loan to constitute a prohibited transaction under ERISA or the Code (which is
not exempt from the restrictions of Section 406 of ERISA and Section 4975 of the
Code and the taxes and penalties imposed by Section 4975 of the Code and Section
502(i) of ERISA) or any Agent or Bank being deemed in violation of Section 404
of ERISA.

               SECTION 9.18.  No Bankruptcy Proceedings.  Each of the Borrower,
the Banks and the Administrative Agent hereby agrees that it will not institute
against any Designated Lender or join any other Person in instituting against
any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceeding under any federal or state bankruptcy or similar law,
until the later to occur of (i) one year and one day after the payment in full
of the latest maturing commercial paper note issued by such Designated Lender
and (ii) the Maturity Date.


                            [SIGNATURE PAGE FOLLOWS]



<PAGE>   90



     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.


                        EOP OPERATING LIMITED PARTNERSHIP,
                        a Delaware limited partnership


                        By:  Equity Office Properties Trust, a Maryland real es-
                             tate investment trust, its managing general partner


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



                        Facsimile number:  (312) 559-5009
                        Address:     Two North Riverside Plaza
                                     Suite 2200
                                     Chicago, Illinois  60606
                                     Attn:  Chief Financial Officer








                                       S-1

<PAGE>   91



                         THE CHASE MANHATTAN BANK, as Administrative Agent


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



                         CHASE SECURITIES, INC. as Arranger and Book Manager


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

Commitments:


$200,000,000             THE CHASE MANHATTAN BANK


                         By:
                             Name:
                             Title:





                                       S-2

<PAGE>   92



     Schedule 1.1


                     Initial Qualifying Unencumbered Properties










<PAGE>   93


                                SCHEDULE 4.4 (b)

                                 Disclosure of
                        Additional Material Indebtedness









<PAGE>   94




                                  SCHEDULE 4.6

                          Borrower and EOPT ERISA Plans



The employees of EOPT and the Borrower (other than union employees) may
currently participate in a 401(k) Plan.

Other benefits for non-union employees include:

                              Health care plan, dental care, vision care, life
                              insurance and accidental death and dismemberment
                              plan, travel/accident insurance, short-term
                              disability, long-term disability, sick time,
                              vacation time, personal days, holidays and direct
                              paycheck deposit.


Union employee benefits include:

                              Sick time, vacation time, personal days,
                              holidays, direct paycheck deposit, monthly
                              employer contributions into the health and
                              welfare trust and pension fund (which health and
                              welfare trusts and pension funds are generally
                              Plans, Multiemployer Plans or Benefit
                              Arrangements).







<PAGE>   95



                              SCHEDULE 5.11(c)(1)


EOP-QRS Trust

EOP-QRS LaJolla Trust

Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership

Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership II

Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership III

Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership IV












<PAGE>   96


                              SCHEDULE 5.11(c)(2)


EOP-QRS Trust

EOP-QRS LaJolla Trust

Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership

Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership II

Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership III

Zell/Merrill Lynch Real Estate Opportunity Partners Limited Partnership IV