<PAGE>   1
                                                                   EXHIBIT 10(t)

THIS DOCUMENT PREPARED BY AND
WHEN RECORDED MAIL TO:

Ferdinand J. Gallo III, Esq.
Katten Muchin & Zavis
525 West Monroe Street, Suite 1600
Chicago, Illinois  60661-3693
(Cook County, Illinois)



                   (Space above this line for Recorder's use)

  FIRST MODIFICATION OF REVOLVING LOAN AGREEMENT, NOTE, INDENTURE OF MORTGAGE,
  DEED OF TRUST, DEED TO SECURE DEBT, SECURITY AGREEMENT, FINANCING STATEMENT,
        FIXTURE FILING AND ASSIGNMENT OF RENTS AND LEASES, AND OTHER LOAN
                DOCUMENTS, PARTIAL RELEASE AND SPREADER AGREEMENT


         THIS FIRST MODIFICATION OF REVOLVING LOAN AGREEMENT, NOTE, INDENTURE OF
MORTGAGE, DEED OF TRUST, DEED TO SECURE DEBT, SECURITY AGREEMENT, FINANCING
STATEMENT, FIXTURE FILING AND ASSIGNMENT OF RENTS AND LEASES, AND OTHER LOAN
DOCUMENTS, PARTIAL RELEASE AND SPREADER AGREEMENT (this "MODIFICATION") is made
as of the 21st day of December, 1999, and shall be deemed effective as of the
24th day of November, 1999, is made by and among MALAN REVOLVER, INC., a
Michigan corporation (the "COMPANY"), MALAN REALTY INVESTORS, INC., a Michigan
corporation ("PARENT", and together with Company, hereinafter sometimes referred
to as the "BORROWER"), and GREENWICH CAPITAL MARKETS, INC., a Delaware
corporation (together with its successors and assigns, hereinafter referred to
as the "LENDER").

         WHEREAS, Borrower has previously requested the Loans from Lender;

         WHEREAS, in connection with the Loans, Borrower and Lender entered into
and executed that certain Revolving Loan Agreement dated as of November 24, 1997
(the "CREDIT AGREEMENT"), pursuant to which Lender agreed to make the Loans to
Borrower. ALL CAPITALIZED TERMS USED BUT NOT OTHERWISE DEFINED HEREIN SHALL HAVE
THE MEANINGS ASCRIBED THERETO IN THE CREDIT AGREEMENT, AS MODIFIED HEREBY;

         WHEREAS, Borrower has previously executed and delivered to Lender that
certain Note dated November 24, 1997 made by Borrower to the order of Lender, in
the original principal amount of up to Fifty Million and No/100ths Dollars
($50,000,000.00), together with all future advances, extensions, renewals,
substitutions, modifications and amendments thereof (sometimes, herein, the
"EXISTING NOTE");


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         WHEREAS, repayment of the Existing Note is secured by, inter alia, that
certain Indenture of Mortgage, Deed of Trust, Deed to Secure Debt, Security
Agreement, Financing Statement, Fixture Filing and Assignment of Rents and
Leases dated as of November 24, 1997 by Company in favor of, or for the benefit
of, Lender, original counterparts of which were recorded in the jurisdictions
and under the filing numbers set forth in SCHEDULE A attached hereto, each
constituting a first priority lien on the Collateral Properties as collateral
for the Loan (sometimes referred to herein as the "MORTGAGE"), encumbering each
of the Collateral Properties set forth on MORTGAGE EXHIBITS A-1 through A-16
attached hereto and made a part hereof;

         WHEREAS, repayment of the Existing Note is further secured by that
certain Assignment of Leases, Rents and Security Deposits dated as of November
24, 1997 by Company, in favor of Lender, original counterparts of which were
recorded in the jurisdictions and under the filing numbers set forth in SCHEDULE
B attached hereto (sometimes referred to herein as the "ASSIGNMENT OF RENTS AND
LEASES");

         WHEREAS, repayment of the Existing Note is further secured by first
priority liens on, and security interests in, certain collateral more
particularly described in those certain UCC Financing Statements naming Company
as debtor and Lender as secured party, which were filed in the jurisdictions and
under the filing numbers set forth in SCHEDULE C attached hereto (sometimes
referred to herein as the "FINANCING STATEMENTS");

         WHEREAS, in connection with the Loans made to Borrower pursuant to the
Existing Note, Lender required that each of Company and Parent execute and
deliver a certain Environmental Health and Safety Indemnity Agreement dated as
of November 24, 1997 (the "ENVIRONMENTAL INDEMNITY"), pursuant to which each of
Company and Parent, jointly and severally, agreed to indemnify Lender and the
other "Indemnified Parties" (as defined therein) with respect to hazardous
wastes on, in, under or affecting the Original Collateral Properties;

         WHEREAS, the Credit Agreement, the Existing Note, the Mortgage, the
Assignment of Rents and Leases, the Financing Statements, the Environmental
Indemnity, and all other documents and instruments now or heretofore evidencing
or securing repayment of the Obligations, or any portion thereof, evidenced by
the Existing Note are hereinafter collectively referred to as the "LOAN
DOCUMENTS"; and

         WHEREAS, Borrower has requested that Lender modify the Credit Agreement
and the other Loan Documents to (I) decrease the Maximum Commitment from Fifty
Million and No/100ths Dollars ($50,000,000) to Twenty-Five Million and No/100ths
Dollars ($25,000,000), (II) extend the Revolver Termination Date; (III) release
certain of the Original Collateral Properties identified in MORTGAGE EXHIBITS
A-2 and A-4 attached hereto and made a part hereof from the Lien of the Mortgage
and the other Loan Documents; (IV) accept certain new Collateral Properties
identified in MORTGAGE EXHIBITS A-17 and A-18 attached hereto and made a part
hereof as additional collateral security for the Loans (the "MODIFICATION
COLLATERAL PROPERTIES"); and (V) to modify certain defined terms, and Lender has
so agreed, subject to adjusting the Base


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Rate and the Euro-Dollar Margin, and on the other terms and conditions more
specifically set forth herein.

         NOW, THEREFORE, for and in consideration of the foregoing premises and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Borrower and Lender do hereby agree as follows:

           A. INCORPORATION OF PREAMBLES/REPRESENTATION AND WARRANTIES

         1. The preambles to this Modification are fully incorporated herein by
this reference thereto with the same force and effect as though restated herein.

         2. There has been no material adverse change in the representations
made or information heretofore supplied by or on behalf of Company or Parent to
Lender as to (I) the composition, structure, finances, business operations,
credit prospects or financial condition of Borrower, Parent, or any tenant under
any lease or tenancy of space in the Original Collateral Properties or the
Modification Collateral Properties; (II) the rental income, condition, or
ownership of the Original Collateral Properties or the Modification Collateral
Properties; and (iii) all other features of the transaction, other than any
changes which have been previously disclosed in writing to, and approved by
Lender.

         3. Each of Company and Parent, jointly and severally, hereby represents
and warrants to Lender that all of the representations and warranties in each of
the Loan Documents, both before and after giving effect to the amendments and
modifications thereto in this Modification, are true, correct and complete on
the date hereof (the "MODIFICATION DATE"), with the same force and effect as if
made on such date, except to the extent the same may have been previously
modified with the prior written consent of Lender.

         4. Each of Company and Parent hereby further represents and warrants
that (I) no Event of Default exists under the Credit Agreement, the Existing
Note or the Loan Documents, as such documents or instruments may be modified by
this Modification, nor does any fact, matter, circumstance or occurrence exist
which, with the passage of time or the giving of notice, or both, would
constitute an Event of Default, (II) neither Company nor Parent has any defense,
offset or counterclaim with respect to the payment of any sum owed to Lender
pursuant to, or with respect to any covenant in, the Loan Documents, (III)
Company and Parent have paid or caused to be paid, all fees due Lender under the
Credit Agreement, the Existing Note and the Loan Documents as of the
Modification Date, including, without limitation, the Commitment Fee set forth
in SECTION 2.8(B) of the Credit Agreement, (IV) Lender, on and as of the
Modification Date, has fully performed all obligations to each of Company and
Parent, as applicable, which it may have had or has on and as of the
Modification Date, and neither Company nor Parent has any knowledge of any
default by Lender under the terms and provisions of the Credit Agreement, the
Existing Note or the Loan Documents, as such documents or instruments may be
modified by this Modification, and (V) other than as expressly set forth herein,
by entering into this Modification, Lender does not waive any condition or


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obligation in the Loan Documents.

         5. All references in the Mortgage, the Assignment of Rents and Leases,
the Environmental Indemnity, and all other Loan Documents to the "Agreement" or
the "Loan Agreement" are hereby deemed to be referenced to the Credit Agreement,
as modified by this Modification.

         6. In the event of any conflict among the terms of the Credit Agreement
and the other Loan Documents as modified by this Modification, the terms of the
Credit Agreement as modified by this Modification shall govern and control. All
terms and provisions of the Loan Documents corresponding to terms and provisions
of the Credit Agreement prior to the date of this Modification shall be deemed
modified in accordance with the terms of this Modification.

                       B. MODIFICATION OF CREDIT AGREEMENT

         1. Effective as of the Modification Date, the Credit Agreement is
modified as follows:

                  (A) In SECTION 1.1 of the Credit Agreement, the definitions of
         "Aggregate Debt Service," "Agreement," "Assignment of Rents and Lease,"
         "Base Rate," "Borrowing Base," "Closing Date," "Commitment,"
         "Environmental Indemnity," "Loan Documents," "Maximum Commitment,"
         "Mortgage," "Net Operating Income," "Note," "Original Collateral
         Property," and "Revolver Termination Date" are deleted in their
         entirety and the following definitions are substituted in their place
         and stead:

                  AGGREGATE DEBT SERVICE means, for any period, the amount
                  determined by applying a twenty-five year mortgage
                  amortization schedule to the Loans outstanding as of the last
                  day of each fiscal quarter, using an annual interest rate
                  equal to the Treasury Rate plus two and one-half percent
                  (2.50%), determined on an annualized basis.

                  AGREEMENT means this Revolving Loan Agreement (including all
                  schedules, exhibits, annexes and appendices hereto), as
                  amended and modified by the Modification, together with all
                  future advances, extensions, renewals, substitutions,
                  modifications, supplements and amendments thereof.

                  ASSIGNMENT OF RENTS AND LEASES means the Assignment of Leases,
                  Rents and Security Deposits, dated as of November 24, 1997, by
                  and between Company, as assignor, and Lender, as assignee, as
                  amended by the Modification, as the same may be amended,
                  supplemented or otherwise modified from time to time.

                  BASE RATE means, for any day, a rate per annum equal to the
                  higher of (I) the Prime Rate for such day plus one percent
                  (1.00%), and (II) the sum of


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                  three and one-half percent (3.50%) plus the Federal Funds Rate
                  for such day.

                  BORROWING BASE shall mean the aggregate Allocated Loan Amounts
                  as of any date of determination, of all Collateral Properties,
                  as such amount shall be decreased in connection with each
                  Property Release by an amount equal to one hundred twenty-five
                  percent (125%) of the Allocated Loan Amount for the related
                  Release Property. CLOSING DATE means, as the context requires,
                  the Initial Closing Date, the Modification Effective Date and
                  each Property Closing Date.

                  COMMITMENT means an amount up to Twenty-Five Million and
                  No/100ths Dollars ($25,000,000.00).

                  ENVIRONMENTAL INDEMNITY means the Environmental Health and
                  Safety Indemnity Agreement dated as of November 24, 1997, made
                  jointly and severally by Company and Parent, as modified by
                  the Modification, together with all future advances,
                  extensions, renewals, substitutions, modifications,
                  supplements and amendments thereof.

                  LOAN DOCUMENTS means this Agreement, the Note, each Notice of
                  Advance, each Notice of Interest Rate Election, the
                  Environmental Indemnity, the Mortgage, the Assignment of Rents
                  and Leases, the SNDA/Estoppel Indemnity, the Undertaking and
                  the Manager's Consent and Subordination Agreement, as each may
                  have been amended by the Modification, together with all
                  future advances, extensions, renewals, substitutions,
                  modifications, supplements and amendments thereof.

                  MAXIMUM COMMITMENT means Twenty-Five Million and No/100ths
                  Dollars ($25,000,000.00).

                  MORTGAGE means the Indenture of Mortgage, Deed of Trust, Deed
                  to Secure Debt, Security Agreement, Financing Statement,
                  Fixture Filing and Assignment of Rents and Leases, dated as of
                  November 24, 1997 by Company as mortgagor and grantor, to and
                  for the benefit of Lender as mortgagee and beneficiary, and,
                  if applicable, the Trustee thereunder, as amended by the
                  Modification, together with all future advances, extensions,
                  renewals, substitutions, modifications, supplements and
                  amendments thereof, that encumbers Borrower's interest in each
                  of the Collateral Properties on a joint and several basis to
                  the full extent of the obligations of Borrower hereunder and
                  under the other Loan Documents.

                  NET OPERATING INCOME means, when used with respect to each
                  Collateral Property, for any trailing twelve month period, the
                  cash rents, receipts and other case revenues received or paid
                  to or for the benefit of the Company in the ordinary course
                  therefrom (other than (I) pre-paid rents and revenues, (II)
                  security deposits except to the extent applied in satisfaction


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                  of tenants' obligations for rent, (III) rents and revenues
                  attributed to tenants under Leases who are not occupying the
                  premises demised under such Leases and not open for business,
                  and (IV) non-recurring receipts or revenues), including
                  proceeds of rental interruption insurance, minus all expenses
                  paid or accrued related to the ownership, operation or
                  maintenance of such property, including but not limited to
                  taxes, assessments and the like, insurance, utilities,
                  property management fees, payroll costs, maintenance, repair
                  and landscaping expenses, marketing expenses, and general and
                  administrative expenses (including an appropriate allocation
                  for marketing and other expenses incurred in connection with
                  such property). Additionally, for purposes of determining Net
                  Operating Income, receipts from new tenants shall be
                  annualized for new tenants which are in occupancy and paying
                  rent for the applicable period. If a new tenant occupies and
                  is paying rent with respect to a space which was previously
                  occupied (a "REPLACEMENT TENANT"), by a former tenant (a
                  "FORMER TENANT") for a portion of an applicable period, Lender
                  shall include the annualized receipts from the Replacement
                  Tenant in the calculation of Net Operating Income for such
                  applicable period and shall exclude the annualized receipts of
                  the Former Tenant in such calculation. If a space is vacated
                  by a Former Tenant and no Replacement Tenant is in occupancy
                  and paying rent for such space, receipts relating to such
                  space will be excluded from the calculation of Net Operating
                  Income until a Replacement Tenant is in occupancy and paying
                  rent. With respect to Real Property Assets owned less than one
                  year by the Company, Parent or any Consolidated Subsidiary of
                  Parent, Net Operating Income shall be calculated by reference
                  to the trailing twelve month period as set forth above, if
                  reasonably possible, or, if not reasonably possible, by
                  annualizing such amounts based upon the actual amounts
                  generated during the previous fiscal quarter of the Company's,
                  Parent's or such Consolidated Subsidiary's ownership of such
                  Real Property Asset.

                  NOTE means the amended and restated promissory note of Company
                  and Parent, substantially in the form of EXHIBIT A hereto,
                  evidencing the joint and several obligation of Company and
                  Parent to repay the Loans.

                  ORIGINAL COLLATERAL PROPERTY means the parcels of real
                  property set forth on SCHEDULE 1 attached hereto and by this
                  reference made a part hereof, including, without limitation,
                  the Modification Collateral Properties, together with all
                  Improvements therein, now owned or leased by Company upon
                  which a Lien has been or is purported to be granted to Lender
                  under the Mortgage, as modified by the Modification.

                  REVOLVER TERMINATION DATE means November 24, 2001, or if the
                  Revolver Termination Date is extended by Lender pursuant to
                  SECTION 7.6 hereof, the date established by Lender; provided,
                  however, that if any such date is not a Euro-


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                  Dollar Business Day, the next succeeding Euro-Dollar Business
                  Day, unless such Euro-Dollar Business Day falls in another
                  calendar month, in which case the Revolver Termination Date
                  shall be the next preceding Euro-Dollar Business Day.

                  (B) In SECTION 1.1 of the Credit Agreement, the following new
         definitions are added:

                  EXTENSION FEE has the meaning set forth in SECTION 2.8(F).

                  MODIFICATION means that certain First Modification of
                  Revolving Loan Agreement, Note, Indenture of Mortgage, Deed of
                  Trust, Deed to Secure Debt, Security Agreement, Financing
                  Statement, Fixture Filing and Assignment of Rents and Leases,
                  and Other Loan Documents, Partial Release and Spreader
                  Agreement dated as of December 21, 1999, but effective as of
                  November 24, 1999 by and between Borrower and Lender.

                  MODIFICATION COLLATERAL PROPERTY means the parcels of real
                  property identified as Lincoln, IL and Arkansas City, KS, set
                  forth on SCHEDULE 1 attached hereto and by this reference made
                  a part hereof, together with all Improvements therein, now
                  owned or leased by Company upon which the Lien of the
                  Mortgage, as modified by the Modification, has been spread.

                  MODIFICATION EFFECTIVE DATE means November 24, 1999.

                  SECONDARY MARKET TRANSACTION means any of (i) the sale,
                  assignment, or other transfer of all or any portion of the
                  Loan or the Loan Documents or any interest therein to one or
                  more investors, (ii) the sale, assignment, or other transfer
                  of one or more participation interests in the Loan or Loan
                  Documents to one or more investors, or (iii) the transfer or
                  deposit of all or any portion of the Loans or Loan Documents
                  to or with one or more trusts or other entities which may sell
                  certificates or other instruments to investors evidencing an
                  ownership interest in the assets of such trust or the right to
                  receive income or proceeds therefrom.

         2. Effective as of the Modification Date, SECTION 2.1 (B) of the Credit
Agreement is hereby deleted in its entirety and the following is substituted in
its place and stead:

                  (B) BORROWING BASE. As of the Modification Date, the
                  Borrowing Base shall be the sum of the Allocated Loan Amounts
                  of the Original Collateral Properties; provided, however, that
                  in the case of the lease-up of the Original Collateral
                  Property commonly known as Garden City, KS, and Arkansas City,
                  KS, and the redevelopment and lease-up of the Original
                  Collateral Property commonly known as New Lenox, IL, the
                  Allocated Loan Amounts for each of such Original Collateral
                  Properties may be increased by Lender, in its sole discretion,
                  upon the delivery by Borrower of such written evidence of the
                  successful leasing and/or


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                  redevelopment and leasing of such Original Collateral
                  Properties as Lender may request, including, without
                  limitation, delivery of fully executed tenant leases,
                  pro-forma financial statements and other evidence relating to
                  the net cash flow generated by such Original Collateral
                  Properties (the "BORROWING BASE DELIVERIES"). Within thirty
                  (30) days following Lender's receipt of the Borrowing Base
                  Deliveries, Lender shall notify Borrower of the revised
                  Allocated Loan Amount for such Original Collateral Property
                  (determined by Lender in its sole and absolute discretion), or
                  of Lender's disapproval of the Borrowing Base Deliveries.
                  Borrower may increase the amount of the Borrowing Base, up to
                  the maximum amount of Twenty-Five Million and No/100ths
                  Dollars ($25,000,000.00), by providing Lender with Additional
                  Collateral Properties in accordance with and subject to the
                  terms and conditions of SECTION 3.2 and SECTION 3.3 hereof.
                  The Borrowing Base shall be reduced in connection with any
                  Property Release by an amount equal to one hundred twenty-five
                  percent (125%) of the Allocated Loan Amount for the related
                  Release Property.

         3. Effective as of the Modification Date, SECTION 2.1(C) of the Credit
Agreement "Extension of Revolver Termination Date" is hereby deleted in its
entirety and inserted in its place and stead is the following:

                  Intentionally Omitted.

         4. Effective as of the Modification Date, the definition of
"EURO-DOLLAR MARGIN" set forth in SECTION 2.7(B) of the Credit Agreement is
hereby deleted in its entirety and inserted in its place and stead is the
following:

                  Euro-Dollar Margin means two and one-half percent (2.50%).

         5. Effective as of the Modification Date, SECTION 2.8(C) of the Credit
Agreement "Exit Fee" is hereby deleted in its entirety and inserted in its place
and stead is the following:

                  (C) EXIT FEE. In connection with any prepayment of the entire
                  amount of the Loans then outstanding and a related termination
                  of the Facility occurring at any time during the six (6) month
                  period prior to the Revolver Termination Date, Borrower shall
                  pay to Lender a non-refundable Exit Fee (the "EXIT FEE") equal
                  to one percent (1.00%) of the quotient obtained by dividing
                  (X) the sum of the average principal amount of the Loans
                  outstanding each month during the Revolving Period, as
                  determined each month by Lender, by (Y) the number of full
                  calendar months comprising the Revolving Period, after giving
                  effect to the early termination thereof by Borrower, but in no
                  event less than One Hundred Twenty-Five Thousand and No/100ths
                  Dollars ($125,000). The Exit Fee shall not be payable in
                  connection with any prepayment made by Borrower after the
                  Conversion Date.


<PAGE>   9

         6. Effective as of the Modification Date, SECTION 2.8(D) of the Credit
Agreement "Additional Collateral Fee" is hereby deleted in its entirety and
inserted in its place and stead is the following:

                  (D) ADDITIONAL COLLATERAL FEE. On each Property Closing Date
                  (other than a Closing Date relating to a Substitute Property),
                  Borrower shall pay to Lender a non-refundable additional
                  Collateral Property fee (the "ADDITIONAL COLLATERAL FEE") in
                  the amount of one percent (1.00%) of the Allocated Loan Amount
                  for such Additional Collateral Property.

         7. Effective as of the Modification Date, the following new SECTION
2.8(F) is hereby added following SECTION 2.8(E) of the Credit Agreement:

                  (F) EXTENSION FEE. In connection with the execution of the
                  Modification, Borrower shall pay to Lender an extension fee
                  equal to one percent (1.00%) of the Maximum Commitment, (i.e.,
                  Two Hundred Fifty-Thousand and No/100ths Dollars
                  ($250,000.00)) (the "EXTENSION FEE").

         8. Effective as of the Modification Date, the following new SECTION
3.1(B) is hereby added following SECTION 3.1(A) of the Credit Agreement:

                  (B) CONDITIONS PRECEDENT TO EFFECTIVENESS OF MODIFICATION. The
                  closing of the Modification shall occur upon receipt by Lender
                  of the following documents, each dated as of the Modification
                  Date (or dated as otherwise provided below), or a date
                  otherwise satisfactory to Lender, but effective as of the
                  Modification Date, and in each case satisfactory in form and
                  substance to Lender in its reasonable judgment:

                           (I) a duly executed Note for the account of Lender,
                  complying with the provisions of SECTION 2.5;

                           (II) duly executed and acknowledged counterparts of
                  the Modification;

                           (III) UCC-1 Financing Statements executed by Company,
                  as debtor, naming Lender as secured party, in form appropriate
                  for filing in the appropriate jurisdictions as is necessary to
                  create perfected security interests in all of the Collateral
                  with respect to the Modification Collateral Properties, with
                  respect to which security interests are governed by the UCC;

                           (IV) satisfactory reports of UCC filing, tax lien and
                  judgment searches conducted by a search firm acceptable to
                  Lender with respect to each Original Collateral Property,
                  Company and Parent, such searches to be conducted in each of
                  the locations specified by Lender;


<PAGE>   10

                           (V) certificates of insurance with respect to each
                  Original Collateral Property demonstrating the coverages
                  required by the Mortgage and issued by insurance companies
                  meeting Rating Agency Requirements;

                           (VI) with respect to each Modification Collateral
                  Property, a Survey;

                           (VII) with respect to each Modification Collateral
                  Property, a market study in form and substance acceptable to
                  Lender, and with respect to each other Original Collateral
                  Property, a market comparison/study prepared by Lender in form
                  and substance satisfactory to Lender;

                           (VIII) with respect to each Modification Collateral
                  Property, a "Phase I" environmental report in form and
                  substance satisfactory to Lender in all respects, and with
                  respect to each other Original Collateral Property, such
                  database and other searches and reports in form and substance
                  satisfactory to Lender in all respects;

                           (IX) with respect to each Modification Collateral
                  Property, Compliance Evidence;

                           (X) with respect to each Original Collateral
                  Property, (A) property level operating statements and
                  historical cash flows for 1998 through September, 1999,
                  certified by an authorized officer of Borrower, (B) a
                  certified current rent roll, (C) a budget for Capital
                  Expenditures for calendar years 2000 and 2001, and (D) cash
                  flow projections for a two (2) year period;

                           (XI) the certificate to be provided by Borrower
                  pursuant to SECTION 5.1(c);

                           (XII) an opinion of Miro, Weiner & Kramer, counsel
                  for Company and Parent, with respect to such matters as Lender
                  shall require, including, without limitation, opinions with
                  respect to the due formation and authority of Company and
                  Parent, the due and valid execution and delivery of the
                  Modification and all documents and instruments delivered in
                  connection therewith, and the enforceability of the
                  Modification and all documents and instruments delivered in
                  connection therewith;

                           (XIII) an updated opinion or opinions of Miro, Weiner
                  & Kramer, counsel for Company and Parent, (A) to the effect
                  that if Company or its sole shareholder were a debtor under
                  the bankruptcy laws of the United States, a court would not
                  have valid legal grounds to cause Company or its sole
                  shareholder to be substantively consolidated with any other
                  Person, and (B) covering such additional matters as Lender may


<PAGE>   11

                  reasonably require;

                           (XIV) an opinion of local counsel in each
                  jurisdiction in which each Original Collateral Property is
                  located as to the enforceability of the Modification and all
                  documents and instruments delivered in connection therewith,
                  and such other matters as Lender may request, all in form and
                  substance satisfactory to Lender;

                           (XV) all documents that Lender may reasonably request
                  relating to the existence and qualification to do business of
                  Company and Parent, the corporate authority for and the
                  validity of the Modification and the continuing validity of
                  the Credit Agreement, the Note and the other Loan Documents,
                  or relating to any Collateral, and any other matters relevant
                  in connection with any Loan Document, all in form and
                  substance satisfactory to Lender;

                           (XVI) copies of all Leases with respect to the
                  Modification Collateral Property and copies of all Leases with
                  respect to the other Original Collateral Property to the
                  extent that the same were not delivered or in existence as of
                  the Initial Closing Date, all accompanied by an Officer's
                  Certificate that such Leases are true, correct and complete in
                  all material respects;

                           (XVII) estoppel certificates in form and substance
                  satisfactory to Lender from (A) each Major Tenant at each of
                  the Modification Collateral Properties and each new Major
                  Tenant at each of the other Original Collateral Properties
                  requested by Lender, each in the form attached to the Credit
                  Agreement as EXHIBIT F, (B) each ground lessor at any
                  Collateral Property which is held pursuant to a Ground Lease,
                  and (C) each party to any reciprocal easement agreement or
                  similar property operating agreement with respect to any
                  Modification Collateral Property, provided that, to the extent
                  that Borrower, using its best efforts, shall be unable to
                  obtain any such reciprocal easement agreement estoppel
                  certificate, Borrower shall (Y) furnish Lender with such
                  representations, warranties and indemnifications as Lender may
                  determine to be appropriate in its sole discretion in light of
                  the absence of such estoppel certificate, and (Z) continue to
                  use its best efforts to obtain and deliver promptly to Lender
                  an estoppel certificate in form and substance reasonably
                  satisfactory to Lender covering the matters for which an
                  estoppel certificate was unavailable at the Modification Date,
                  and in the event that Borrower shall so deliver such an
                  estoppel certificate, Borrower shall be released from the
                  representations, warranties and/or indemnifications given at
                  the Modification Date with respect to the matters covered
                  thereby;

                           (XVIII) a subordination, non-disturbance and
                  attornment agreement substantially in the form of EXHIBIT G to
                  the Credit Agreement from each


<PAGE>   12

                  Major Tenant at the Modification Collateral Properties and
                  each new Major Tenant at each of the other Original Collateral
                  Properties;

                           (XIX) the payment by Borrower to Lender of (A) the
                  Extension Fee, and (B) all out-of-pocket expenses of Lender,
                  including, without limitation, the fees and expenses of
                  Lender's counsel;

                           (XX) the payment by Borrower of any title insurance
                  premiums, escrow charges, mortgage recording taxes and
                  recording fees;

                           (XI) written instructions to the Title Company
                  authorizing the recordation of the Modification, the Financing
                  Statements and other recorded documents;

                           (XXII) an Undertaking; and

                           (XXIII) amendments, modifications, supplements and/or
                  date-down or other additional endorsements to the Title
                  Policies requested by Lender for each of the Original
                  Collateral Properties, reflecting the addition of the
                  Modification Collateral Property.

         9. Effective as of the Modification Date, the following new SECTION
5.1(L) is hereby added following SECTION 5.1(K) of the Credit Agreement:

                  (k) within ten (10) Business Days after any executive officer
                  of the Company or Parent (including, without limitation, any
                  president, vice president or chief financial officer) receives
                  any notice or notification, whether written or oral, from any
                  Major Tenant required or permitted under its lease of any of
                  the Collateral Properties, including, without limitation, any
                  notice of default, termination, cancellation, intent to vacate
                  or surrender, an Officer's Certificate setting forth the
                  details thereof, and a copy of such notice or notification in
                  the event such notice or notification is in writing.

         10. Effective as of the Modification Date, the following new SECTION
9.15 is hereby added following SECTION 9.14 of the Credit Agreement:

                  9.15. STATUTORY NOTICES. The following notices are hereby
                  provided in accordance with applicable local law:

                  a.       MISSOURI. The following notice is included in
                           compliance with R.S. Mo. ss.432.045;

                           ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND
                           CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A
                           DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT
                           ARE


<PAGE>   13

                           NOT ENFORCEABLE. TO PROTECT YOU (BORROWER) AND US
                           (LENDER) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY
                           AGREEMENTS WE REACH COVERING SUCH MATTERS ARE
                           CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND
                           EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US,
                           EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.

                  b.       KANSAS. The following provisions are included in
                           compliance with K.S.A. Sections 16-117 and 16-118.

                           THIS WRITTEN AGREEMENT IS THE FINAL EXPRESSION OF THE
                           LOAN AGREEMENT BETWEEN BORROWER AND LENDER AND MAY
                           NOT BE CONTRADICTED BY EVIDENCE OR ANY PRIOR OR
                           CONTEMPORANEOUS ORAL AGREEMENT BETWEEN BORROWER AND
                           LENDER. THE FOLLOWING SPACE (WHICH BORROWER AND
                           LENDER AGREE IS SUFFICIENT SPACE) IS PROVIDED FOR THE
                           PLACEMENT OF NONSTANDARD TERMS, IF ANY (IF THERE ARE
                           NO NONSTANDARD TERMS TO BE ADDED, STATE "NONE"): NONE
                           BORROWER AND LENDER HEREBY AFFIRM THAT THERE IS NO
                           UNWRITTEN ORAL AGREEMENT BETWEEN BORROWER AND LENDER
                           WITH RESPECT TO THE SUBJECT MATTER OF THIS WRITTEN
                           AGREEMENT.

         11. Effective as of the Modification Date, the following new SECTION
9.16 is hereby added following SECTION 9.15 of the Credit Agreement:

                  9.16 SECONDARY MARKET TRANSACTIONS/SECURITIZATIONS.

                           (A) SECONDARY MARKET TRANSACTIONS GENERALLY. Lender
                  shall have the right to engage in one or more Secondary Market
                  Transactions, and to structure and restructure all or any part
                  of the Loans, including without limitation in multiple
                  tranches, as a wraparound loan, or for inclusion in a REMIC or
                  other Securitization. Without limitation, Lender shall have
                  the right to cause the Note and the Loan Documents to be split
                  into a first and a second priority loan, or split into
                  separate borrower pools in whatever proportion Lender
                  determines, and thereafter to engage in Secondary Market
                  Transactions with respect to all or any part of the Loans and
                  Loan Documents. Borrower acknowledges that it is the intention
                  of the parties that all or a portion of the Loans may be
                  securitized and that all or a portion of the Loans (either
                  itself, or in combination with other loans) will be rated by
                  one or more Rating Agencies. Borrower further acknowledges
                  that additional structural

<PAGE>   14

                  modifications may be required to satisfy issues raised by any
                  Rating Agencies.

                           (B) COOPERATION; LIMITATIONS. Borrower shall use all
                  reasonable efforts and cooperate reasonably and in good faith
                  with Lender in effecting any such restructuring or Secondary
                  Market Transaction. Such cooperation shall include without
                  limitation, executing and delivering such reasonable
                  amendments to the Loan Documents as Lender may request,
                  provided, however that no such amendment shall modify (I) the
                  interest rate payable under the Loans; (II) the stated
                  maturity date of the Loans, or (III) any other economic or
                  other material terms of the Loans, including, without
                  limitation, terms and provisions relating to Borrower's
                  ability to request advances, repay, prepay and re-borrow sums
                  under this Agreement as if no Secondary Market Transaction or
                  any other transaction contemplated by or alluded to in this
                  SECTION 9.16 had occurred. Furthermore, in connection with any
                  Secondary Market Transaction or other transaction contemplated
                  by or alluded to in this SECTION 9.16, Lender and Borrower
                  acknowledge and agree that it is the full intent of the
                  parties hereto that Borrower shall not incur any additional
                  costs in borrowing funds under this Agreement and obtaining
                  the benefits of the revolving credit facility provided for in
                  this Agreement following a Securitization or other Secondary
                  Market Transaction, except as expressly provided by this
                  Agreement (i.e., the payment of the Additional Collateral Fee
                  and the Exit Fee, as provided herein). Such cooperation also
                  shall include using best efforts to obtain such certificates
                  and assurances from governmental entities and others as Lender
                  may reasonably request. Further, in the event that, in
                  connection with a Secondary Market Transaction, a Rating
                  Agency informs Lender that Borrower's organizational structure
                  as it presently exists would adversely affect the rating of
                  the Loans or applicable loan pool, Borrower shall use all
                  reasonable efforts to restructure to the extent necessary to
                  avert such adverse affect, including, if applicable, the
                  addition of an outside director to Borrower. Notwithstanding
                  any other provision of this Agreement, Lender agrees and
                  acknowledges that under no circumstances shall the Parent or
                  the Company be required to take any action or subject itself
                  to any structural modification or other restructuring
                  requested or demanded by Lender, a Rating Agency, or any other
                  Person which, in the reasonable judgment of the Parent, could
                  in any way adversely affect, jeopardize, or alter the Parent's
                  status as a `Real Estate Investment Trust' under the Internal
                  Revenue Code of 1986, as amended' or the Company's status as a
                  `Qualified REIT Subsidiary' thereunder. Borrower shall not be
                  required to provide additional collateral that was not
                  initially contemplated by the parties to effect any such
                  restructuring or Secondary Market Transaction. Borrower shall
                  not bear the cost of any third parties hired by Lender,
                  including any Rating Agencies, in connection with a Secondary
                  Market Transaction. Notwithstanding any other provision of
                  this Agreement, Lender shall bear, and promptly pay as if
                  Lender were the primary obligor with respect


<PAGE>   15

                  to, any of the following costs which may be incurred by
                  Borrower in connection with any Secondary Market Transaction
                  or any other transaction contemplated by or alluded to in this
                  SECTION 9.16: (I) title insurance-related costs or premiums,
                  to the extent that there has been no material change to the
                  status of title since the Closing Date; (II) due diligence
                  search costs (including, by way of example and not of
                  limitation, litigation, UCC, tax lien, and other similar
                  searches); and (III) filing fees, recording fees, or taxes.

                           (C) INFORMATION. Borrower shall provide such
                  information and documents relating to the Borrower, the
                  manager of the Collateral Property, the Collateral Property
                  and the business and operations of any of the foregoing as
                  Lender may reasonably request in connection with any such
                  Secondary Market Transaction. Lender shall be permitted to
                  share all such information with the investment banking firms,
                  Rating Agencies, accounting firms, law firms, other third
                  party advisory firms, potential investors, and other parties
                  involved in any proposed Secondary Market Transaction. Any
                  such information may be incorporated into offering documents
                  for the Secondary Market Transactions. Lender and all of the
                  aforesaid third-party advisors and professional firms and
                  investors shall be entitled to rely upon such information, and
                  Borrower shall indemnify, defend, and hold harmless Lender
                  from and against any losses, claims, damages and liabilities
                  that arise out of or are based upon any actual or alleged
                  untrue or misleading statement of material fact contained in
                  such information or the actual or alleged omission of any
                  material fact without which such information is materially
                  misleading. Lender may publicize the existence of the Loans in
                  connection with Lender's Secondary Market Transaction
                  activities or otherwise.

                           (D) ADDITIONAL PROVISIONS. In any Secondary Market
                  Transaction, Lender may transfer its obligations under the
                  Loan Documents (or may transfer the portion thereof
                  corresponding to the transferred portion of the obligations of
                  Borrower), and thereafter Lender shall be relieved of any
                  obligations under the Loan Documents arising after the date of
                  said transfer with respect to the transferred interest. Each
                  transferee investor shall be deemed to be a "Lender" under the
                  applicable Loan Documents.

         12. Effective as of the Modification Date, SCHEDULES 1, 4.14, 5.16 and
5.20 to the Credit Agreement are hereby deleted in their entirety, and inserted
in lieu thereof are SCHEDULES 1, 4.14, 5.16 and 5.20 attached hereto.

         13. Effective as of the Modification Date, the promissory note attached
to the Credit Agreement as EXHIBIT A is hereby deleted in its entirety, and
inserted in lieu thereof is EXHIBIT A attached hereto.

         14. Company and Parent hereby jointly and severally remake, adopt and
<PAGE>   16



ratify each and every representation and warranty set forth in the Credit
Agreement, as modified and amended herein as of the Modification Date, with the
same force and effect as on the Initial Closing Date.

         15. In all other respects, the Credit Agreement, as modified and
amended herein, shall remain in full force and effect in accordance with the
terms thereof and each and every term, covenant and agreement contained therein
is hereby adopted, ratified, confirmed and affirmed by each of Company and
Parent.

            C. MODIFICATION OF MORTGAGE, PARTIAL RELEASE AND SPREADER

         Effective as of the Modification Date, the Mortgage is modified as
follows:

         1. Lender hereby remises and releases the Original Collateral
Properties identified in MORTGAGE EXHIBITS A-2 and A-4 attached hereto (the
"RELEASED PROPERTY") from the Lien of the Mortgage as evidenced by the
counterparts thereof recorded in Winnebago County, Illinois as Document No.
9760094, and in Porter County, Indiana as Document No. 97-28979, Book 795, Page
425, and the Lien of the other Loan Documents. On the Modification Date, Lender,
at Borrower's sole cost and expense, shall deliver such further documents and
instruments as may be reasonably requested to effectuate the foregoing release
of the Released Property from the Lien of the Mortgage and the other Loan
Documents.

         2. Effective as of the Modification Date, the Mortgage is hereby
amended to add the following after the Habendum Clauses on Page 6 thereof:

         The Lien of the Mortgage is hereby spread to encumber the Modification
         Collateral Properties identified on MORTGAGE EXHIBIT A-17 and A-18
         attached hereto and made a part hereof, and in connection therewith,
         and subject to the terms and conditions of the Mortgage, as modified
         hereby, and as the same may be modified or amended, extended, renewed,
         replaced, supplemented or restated, Grantor does hereby MORTGAGE, GIVE,
         GRANT, BARGAIN, SELL, WARRANT, ALIENATE, REMISE, RELEASE, CONVEY,
         ASSIGN, GRANT A SECURITY INTEREST IN, TRANSFER, HYPOTHECATE, DEPOSIT,
         PLEDGE, SET OVER and CONFIRM unto to Beneficiary (as to the
         Modification Collateral Properties located in any of the Mortgage
         States ), or Trustee (as to the Modification Collateral Properties
         located in any of the Indenture States ), for the benefit of
         Beneficiary, as beneficiary, all of Grantor's estate, right, title and
         interest in and to the following property (collectively, the
         "MODIFICATION TRUST ESTATE"):

                  (I) the Modification Collateral Properties (for purposes of
         this Modification and the terms and provisions of the Mortgage, as
         modified hereby, hereinafter referred to as the "MODIFICATION LAND
         PARCELS");

                  (II) any and all buildings, structures, open or closed parking
         areas, and all other structures and improvements of every kind
         whatsoever, and any and all


<PAGE>   17

         additions, alterations, replacements or appurtenances thereto, now or
         at any time hereafter situated on, over or under the Modification Land
         Parcels or any part thereof (collectively, the "MODIFICATION
         BUILDINGS");

                  (III) all Modification Equipment (as hereinafter defined) now
         owned or hereafter acquired by Grantor which is so related to the
         Modification Land Parcels and the Modification Buildings that it is
         deemed fixtures or real property under the law of the State in which
         such Modification Equipment is located, including, without limitation,
         all building or construction materials intended for construction,
         reconstruction, alteration or repair of or installation on or in the
         Modification Land Parcels and the Modification Buildings, construction
         equipment, appliances, machinery, plant equipment, fittings, apparatus,
         and other items now or hereafter attached to, installed or used in
         connection with (temporarily or permanently) any of the Modification
         Land Parcels or the Modification Buildings (but excluding any
         underground storage tanks), together with all accessions,
         appurtenances, additions, replacements and substitutions for any of the
         foregoing and the proceeds thereof (collectively, "MODIFICATION
         FIXTURES");

                  (IV) to the extent the same does not constitute Modification
         Fixtures, all "equipment", as such term is defined in Article 9 of the
         Uniform Commercial Code as in effect from time to time in the State in
         which any of the Modification Land Parcels and the Modification
         Buildings are located (the "COMMERCIAL CODE"), now owned, or hereafter
         acquired and owned by Grantor, which is used at or in connection with
         the Modification Buildings or the Modification Land Parcels and is
         located thereon or therein (including, but not limited to, all
         machinery, furnishings, electronic data-processing and other office
         equipment and any and all additions, substitutions and replacements of
         any of the foregoing, to the extent located on or in the Modification
         Land Parcels or the Modification Buildings), together with all
         attachments, components, parts, equipment and accessories installed
         thereon or affixed thereto (collectively, "MODIFICATION EQUIPMENT")
         (provided, however, that the term "Modification Equipment" shall
         specifically exclude (A) all of any Modification Net Tenant's
         equipment, (B) all of any Modification Net Tenant's inventory and (C)
         all equipment and personal property of subtenants or other occupants of
         the Modification Land Parcels or the Modification Improvements, or any
         part thereof other than Grantor);

                  (V) all goods, general intangibles, accounts, chattel paper,
         instruments and documents (each as defined in the Commercial Code),
         furniture, franchises, contract rights, furnishings, objects of art,
         machinery, tools, supplies, appliances, and all other personal property
         of any kind or character whatsoever other than Modification Fixtures,
         which are now or hereafter owned by Grantor, and which are used at or
         in connection with the Modification Buildings or the Modification Land
         Parcels, together with all accessories, replacements and substitutions
         thereto or therefor (collectively, "MODIFICATION PERSONAL PROPERTY",
         and collectively with the Modification Buildings, Modification Fixtures
         and


<PAGE>   18

         Modification Equipment, the "MODIFICATION IMPROVEMENTS");

                  (VI) any and all leases, including, without limitation,
         "MODIFICATION NET LEASES", and, to the extent of the interest therein
         of Grantor, subleases or sub-subleases, licenses, concessions or other
         agreements (whether written or oral and whether now or hereafter in
         effect) pursuant to which any Person is granted a possessory interest
         in, or right to use or occupy all or any portion of, the Modification
         Land Parcels or the Modification Improvements, and all modifications,
         amendments or other agreements relating to such leases, subleases,
         sub-subleases or other agreements, and every guarantee of the
         performance and observance of the covenants, conditions and agreements
         to be performed and observed by the other party thereto (collectively,
         "MODIFICATION LEASES") and in and to all cash or securities deposited
         thereunder to secure performance by the lessees of their obligations
         under the Modification Leases and the right, subject to the provisions
         of SECTION 13 of the Mortgage as modified hereby, to receive and
         collect all the rents, additional rents, increases in rents, advance
         rents, issues, revenues, income, proceeds, profits, royalties, security
         deposits and other types of deposits, and other benefits paid or
         payable and to become due or payable to Grantor in respect of the use,
         occupancy, license or possession of any portion or portions of the
         Modification Land Parcels or the Modification Improvements pursuant to
         the Leases, and the rights to enforce, whether at law or in equity or
         by any other means, all provisions thereof (collectively, "MODIFICATION
         RENTS"). As used herein, the term "MODIFICATION NET LEASE" shall refer
         to any lease of a Mortgaged Property whereby the tenant thereunder
         (each, a "MODIFICATION NET TENANT") is required to pay all real estate
         taxes, insurance, utilities and costs of maintenance with respect to
         such leased property;

                  (VII) all permits, licenses and rights, whether now owned or
         hereafter acquired, relating to the ownership, use, occupation and
         operation of the Modification Land Parcels and the Modification
         Improvements;

                  (VIII) all rights of way or use, air rights, water rights,
         utility rights, privileges, franchises, servitudes, easements,
         tenements, hereditaments and appurtenances now or hereafter belonging
         or appertaining to any of the foregoing; all of Grantor's rights as a
         member of any association of owners pursuant to any declarations of use
         or restrictive covenants or similar instruments and all of Grantor's
         rights pursuant to any restrictive covenants; and all of Grantor's
         right, title and interest in and to any streets, ways, alleys,
         roadbeds, inclines, tunnels, culverts, strips or gores of land
         adjoining or serving the Modification Land Parcels or any part thereof,
         whether now owned or hereafter acquired by Grantor;

                  (IX) all proceeds, if any, accruing to Grantor upon the
         conversion, voluntary or involuntary, of any of the foregoing into cash
         or liquidated claims, including, without limitation, proceeds of
         insurance and condemnation awards and judgments related thereto,
         subject to the provisions of SECTIONS 10 and 11 of the Mortgage as
         modified hereby;


<PAGE>   19

                  (X) all deposits made by Grantor with Beneficiary pursuant to
         SECTIONS 4.A(E) and 9 of the Mortgage as modified hereby;

                  (XI) (A) all contracts, including the property management
         agreement for the Mortgaged Property (the "MODIFICATION PROPERTY
         MANAGEMENT AGREEMENT"), and agreements relating to each Mortgaged
         Property, and other documents, books and records related to the
         operation of each Mortgaged Property; (B) all consents, licenses,
         warranties, guaranties and building and other permits required or
         useful for the construction, completion and operation of each Mortgaged
         Property; (C) all of the Grantor's rights under any contracts or the
         sale of any portion of any Mortgaged Property; and (D) all plans and
         specifications used or to be used in connection with the construction,
         operation or maintenance of each Mortgaged Property, together with all
         amendments and modifications thereof;

                  (XII) those certain ground leases, as more particularly
         described in EXHIBIT D attached hereto and made a part hereof
         (collectively, the "MODIFICATION GROUND LEASES"), which Ground Leases
         encumber those premises described in EXHIBIT D (collectively, the
         "MODIFICATION GROUND LEASED PREMISES"); and

                  (XIII) the Modification Ground Leases, together with all
         amendments, supplements, consolidations, replacements, extensions
         renewals and other modifications of the Modification Ground Leases now
         or hereafter entered into in accordance with the provisions thereof,
         together with all right, title or interest of Grantor in, to, under or
         derived from the Modification Ground Leased Premises and the
         Modification Improvements now or hereafter located thereon which may at
         any time be acquired by Grantor by the terms of the Modification Ground
         Leases, including the right of Grantor to possession under Section 365
         of the Title 11 of the United States Code (11 U.S.C. ss.ss. 101 et
         seq.), as amended from time to time, or any successor statute (the
         "BANKRUPTCY CODE") in the event of the rejection of any of the
         Modification Ground Leases by the landlord thereunder or its trustee
         pursuant to said Section, and together with all rights and benefits of
         whatsoever nature derived or to be derived by Grantor under the
         Modification Ground Leases, including (subject to the terms of the
         Mortgage, as modified hereby) the rights to exercise options, to
         modify, extend or terminate any of the Modification Ground Leases, to
         surrender any of the Modification Ground Leases and to elect to treat
         any of the Modification Ground Leases as rejected or to remain in
         possession under Section 365(h) of the Bankruptcy Code;

                  (XIV) all proceeds and products arising from any of the
         foregoing; and

                  (XV) all other security and collateral of any nature
         whatsoever, now or hereafter given by Grantor, to secure the payment
         and performance of the Obligations.


<PAGE>   20

                  For purposes of the Mortgage, as modified by the Modification,
         the "MODIFICATION TRUST ESTATE", including each component thereof,
         shall be expressly interpreted as meaning all or any portion of the
         items listed above, and of the interest of Grantor therein. The term
         "MORTGAGED PROPERTY" means that portion of the Modification Trust
         Estate located at or otherwise pertaining to each of the locations
         described in MORTGAGE EXHIBIT B hereto.

                  UNTO Beneficiary, as mortgagee, its successors and assigns to
         its use, benefit and behoof, for so long as any of the Obligations
         shall remain outstanding, the Modification Trust Estate, to the extent
         located in one of the Mortgage States.

                  WITH MORTGAGE COVENANTS and, if and to the extent permitted by
         applicable law, with all POWERS OF SALE, STATUTORY POWERS OF SALE and
         other STATUTORY RIGHTS AND COVENANTS and upon the STATUTORY CONDITIONS
         in the subject Mortgage State.

                  TO HAVE AND TO HOLD the Modification Trust Estate, whether now
         owned or held or hereafter acquired, with all the privileges and
         appurtenances to the same belonging, and with the possession and right
         of possession thereof, unto Beneficiary and its successors and assigns
         for so long as any of the Obligations shall remain outstanding, subject
         to the terms hereof;

                                       OR

                  UNTO the Trustee, as trustee for the benefit of Beneficiary,
         to the successors of said trustee in the trust created by this
         Mortgage, and to its or their respective successors and assigns for so
         long as any of the Obligations shall remain outstanding, in trust, with
         power of sale, the Modification Trust Estate, to the extent located in
         one of the Indenture States;

                  TO HAVE AND TO HOLD the Modification Trust Estate, whether now
         owned or held or hereafter acquired, with all the privileges and
         appurtenances to the same belonging, and with the possession and right
         of possession thereof, unto the Trustee for the benefit of Beneficiary,
         to its and their successors in the trust created by this Mortgage, and
         to its and their respective assigns for so long as any of the
         Obligations shall remain outstanding, in trust, however, upon the terms
         and conditions set forth herein.

                  Grantor hereby binds itself, and it successors and assigns, to
         warrant and forever defend the title to the Modification Trust Estate
         against the claim or claims of all parties claiming or to claim the
         same, or any part thereof for so long as any of the Obligations shall
         remain outstanding.

                  To the extent the Modification Trust Estate is located in a
         Mortgage State (A) this instrument shall be deemed to be and shall be
         enforceable as a


<PAGE>   21

         mortgage and as a security agreement, fixture filing, assignment of
         leases and rents and financing statement, and (B) the Trustee shall
         have no rights, powers or obligations.

                  To the extent the Modification Trust Estate is located in an
         Indenture State (A) this instrument shall be deemed to be and shall be
         enforceable as a deed of trust and as a security agreement, fixture
         filing, assignment of leases and rents and financing statement, and (B)
         the word "Beneficiary" shall be deemed to refer to Beneficiary as
         beneficiary.

         3. Company warrants that it has good and marketable fee simple absolute
title to the Modification Collateral Properties identified on MORTGAGE EXHIBITS
A-17 and A-18 attached hereto, and has the right to mortgage the same in
accordance with the provisions set forth above and the Mortgage as modified
hereby, and that the Mortgage, as modified hereby, constitutes a valid and
enforceable first Lien on the Modification Collateral Property, subject only to
Permitted Exceptions (as defined in the Mortgage). Company shall (A) preserve
such title and the validity and priority of the Lien of the Mortgage, as
modified hereby, and shall forever warrant and defend the same unto Lender
against the claims of all and every person or persons, corporation or
corporations and parties whomsoever, and (B) make, execute, acknowledge and
deliver all such further or other deeds, documents, instruments or assurances
and cause to be done all such further acts and things as may at any time
hereafter be required by Lender to confirm and fully protect the Lien and
priority of the Mortgage, as modified hereby.

         4. Effective as of the Modification Date, the Lien of the Mortgage is
hereby spread and extended to cover, encompass, include and encumber the
Modification Collateral Properties with the same force and effect as if the
Mortgage had for valuable consideration been made, executed, delivered and
recorded including and encumbering the Modification Collateral Properties.
Company and Lender confirm that the Lien of the Mortgage as modified hereby
secures repayment of the Obligations, together with all renewals, modifications,
replacements, consolidations and extensions thereof. Lender acknowledges and
agrees that in connection with the spreading of the Lien of the Mortgage
hereunder to the Modification Collateral Properties, Lender has waived the
Additional Collateral Fee set forth in SECTION 2.8(D) of the Credit Agreement.

         5. The Mortgage as modified and spread hereby constitutes a "security
agreement" and creates a "security interest" in favor of Lender as a "secured
party" with respect to all property included in the Modification Collateral
Properties which is covered by the Commercial Code. The Mortgage, as modified
and spread hereby, also constitutes a Commercial Code "financing statement" made
by Company as "debtor" in favor of Lender as "secured party" with respect to all
such property included in the Modification Collateral Properties which is or may
become fixtures or any other type of collateral as to which a security interest
can be perfected by the filing of a financing statement in the appropriate
jurisdiction. This provision shall be self-operative, but Company will
nevertheless execute and deliver to Lender on demand such additional


<PAGE>   22

financing statements and other instruments as Lender may reasonably require to
impose or perfect the Lien and security of the Mortgage as modified and spread
hereby upon the Modification Collateral Properties.

         6. In order to induce Lender to enter into this Agreement, Company
hereby remakes all representations, warranties and covenants contained in the
Mortgage with respect to the Additional Mortgaged Property as if the same had
been more fully set forth herein. Any misrepresentation or default by Company
hereunder shall constitute a default under the Mortgage, as modified hereby, and
upon the expiration of all applicable grace periods (if any) set forth in the
Mortgage, as modified hereby, or any other Loan Document, Lender may at its
option pursue any and all remedies available to Lender with respect to any
collateral for the Obligations successively or concurrently.

         7. Effective as of the Modification Date, the Mortgage is hereby
modified in the following general respects:

         (A) all references in the Mortgage or the other Loan Documents to the
"BUILDINGS" shall be deemed to include the Modification Buildings;

         (B) all references in the Mortgage or the other Loan Documents to the
"EQUIPMENT" shall be deemed to include the Modification Equipment;

         (C) all references in the Mortgage or the other Loan Documents to the
"FIXTURES" shall be deemed to include the Modification Fixtures;

         (D) all references in the Mortgage or the other Loan Documents to the
"GROUND LEASES" or the "GROUND LEASED PREMISES" shall be deemed to include the
Modification Ground Leases and the Modification Ground Leased Premises, as the
case may be;

         (E) all references in the Mortgage or the other Loan Documents to the
"IMPROVEMENTS" shall be deemed to include the Modification Improvements;

         (F) all references in the Mortgage or the other Loan Documents to the
"LAND PARCELS" shall be deemed to include the Modification Land Parcels;

         (G) all references in the Mortgage or the other Loan Documents to the
"LEASES" shall include the Modification Leases;

         (H) all references in the Mortgage or the other Loan Documents to the
"MORTGAGED PROPERTY" or "MORTGAGED PROPERTIES" shall include the Modification
Collateral Properties and the other Original Collateral Properties;

         (I) all references in the Mortgage or the other Loan Documents to a
"NET LEASE" shall be deemed to include a Modification Net Lease;

         (J) all references in the Mortgage or the other Loan Documents to a
"NET


<PAGE>   23

TENANT" and "NET TENANTS" shall be deemed to include a Modification Net Tenant
and the Modification Net Tenants;

         (K) all references in the Mortgage or the other Loan Documents to the
"PERSONAL PROPERTY" shall be deemed to include the Modification Personal
Property;

         (L) all references in the Mortgage or the other Loan Documents to the
"PROPERTY MANAGEMENT AGREEMENT" shall be deemed to include the Modification
Property Management Agreement;

         (M) all references in the Mortgage or the other Loan Documents to the
"RENTS" shall be deemed to include the Modification Rents; and

         (N) all references in the Mortgage or the other Loan Documents to the
"TRUST ESTATE" shall be deemed to include the Modification Trust Estate.

         8. To the extent that any term of the Mortgage is inconsistent with any
provision of the Credit Agreement or the other Loan Documents (whether or not
such provision of this Modification specifically modifies one or more of the
Loan Documents), such inconsistent term is hereby modified to the extent
necessary to make it consistent with the provisions of the Credit Agreement or
the other Loan Documents as modified hereby. All references in any Loan Document
to the Mortgage shall mean the Mortgage as modified hereby.

         9. Effective as of the Modification Date, EXHIBITS A, B and D to the
Mortgage are hereby deleted in their entirety, and inserted in lieu thereof are
Mortgage EXHIBITS A-1, A-3 and A-5 through A-18, MORTGAGE EXHIBIT B and MORTGAGE
EXHIBIT D attached hereto.

         10. The following new subparagraph (k) to Annex III (IL) to the
Mortgage is hereby added following subparagraph (j):

                  (K) LIMITATION ON INDEBTEDNESS. It is expressly understood and
         agreed that the Indebtedness secured by this Mortgage will in no event
         exceed two hundred percent (200%) of (i) the total face amount of the
         Note, plus (ii) the total interest which may hereafter accrue under the
         Note on such face amount.

         11. Company and Parent hereby jointly and severally remake, adopt and
ratify each and every representation and warranty set forth in the Mortgage, as
modified and amended herein as of the Modification Date, with the same force and
effect as on the Initial Closing Date.

         12. In all other respects, the Mortgage, as modified and amended
herein, shall remain in full force and effect in accordance with the terms
thereof and each and every term, covenant and agreement contained therein is
hereby adopted, ratified, confirmed and affirmed by each of Company and Parent.


<PAGE>   24

                D. MODIFICATION OF ASSIGNMENT OF RENTS AND LEASES

         1. Lender hereby remises and releases the Original Collateral
Properties identified in MORTGAGE EXHIBITS A-2 and A-4 attached hereto (the
"RELEASED PROPERTY") from the Lien of the Assignment of Rents and Leases as
evidenced by the counterparts thereof recorded in Winnebago County, Illinois as
Document No. 9760095, and in Porter County, Indiana as Document No. 97-28980,
Book 795, Page 426, and the Lien of the other Loan Documents. On the
Modification Date, Lender, at Borrower's sole cost and expense, shall deliver
such further documents and instruments as may be reasonably requested to
effectuate the foregoing release of the Released Property from the Lien of the
Assignment of Rents and Leases and the other Loan Documents.

         2. Effective as of the Modification Date, the Assignment of Rents and
Leases is modified to delete in its entirety EXHIBIT A to the Assignment of
Rents and Leases, and inserted in lieu thereof are MORTGAGE EXHIBITS A-1, A-3
and A-5 through A-18 attached hereto. From and after the Modification Date, all
references in the Assignment of Rents and Leases to the Mortgaged Property shall
be deemed to include the Modification Collateral Property.

         3. Effective as of the Modification Date, all references in the Credit
Agreement and the other Loan Documents to the Assignment of Rents and Leases
shall mean the Assignment of Rents and Leases as modified by this Modification.

         4. In all other respects, the Assignment of Rents and Leases, as
modified and amended herein, shall remain in full force and effect in accordance
with the terms thereof and each and every term, covenant and agreement contained
therein is hereby adopted, ratified, confirmed and affirmed by each of Company
and Parent.

         5. Company and Parent hereby jointly and severally remake, adopt and
ratify each and every representation and warranty set forth in the Assignment of
Rents and Leases, as modified and amended herein as of the Modification Date,
with the same force and effect as on the Initial Closing Date.

                   E. MODIFICATION OF ENVIRONMENTAL INDEMNITY

         1. Effective as of the Modification Date, the Environmental Indemnity
is modified to delete in its entirety EXHIBIT A to the Environmental Indemnity,
and inserted in lieu thereof are MORTGAGE EXHIBITS A-1 through A-18 attached
hereto. From and after the Modification Date, all references in the
Environmental Indemnity to the Mortgaged Property shall be deemed to include the
Original Collateral Property, Modification Collateral Property and the Released
Property. Notwithstanding the release of the Released Property from the Lien of
the Mortgage, Company and Parent acknowledge and agree that the indemnification
obligations set forth in the Environmental Indemnity shall survive any such
release, and shall continue in full force and effect. Company and Parent hereby
waive any defense either of them may have based upon the release of the Released
Property.


<PAGE>   25

         2. Company and Parent hereby jointly and severally remake, adopt and
ratify each and every representation and warranty set forth in the Environmental
Indemnity, as modified and amended herein as of the Modification Date, with the
same force and effect as on the Initial Closing Date.

         3. The obligations of each of Company and Parent under the
Environmental Indemnity, as modified by this Modification, are hereby ratified,
affirmed and confirmed by each of Company and Parent, and such obligations
continue in full force and effect.

         4. All references in the Credit Agreement and the other Loan Documents
to the Environmental Indemnity shall mean the Environmental Indemnity as
modified by this Modification.

         5. In all other respects, the Environmental Indemnity, as modified and
amended herein, shall remain in full force and effect in accordance with the
terms thereof and each and every term, covenant and agreement contained therein
is hereby adopted, ratified, confirmed and affirmed by each of Company and
Parent.

                              F. GENERAL PROVISIONS

         1. Company and Parent hereby agree to execute and deliver promptly to
Lender, at Lender's request, such other documents as Lender, in its reasonable
discretion, shall deem necessary or appropriate to evidence the transaction
contemplated herein.

         2. This Modification may be executed in any number of counterparts,
each of which shall constitute an original, but all of which, taken together,
shall constitute one and the same Agreement.

         3. Except as otherwise set forth herein to the contrary, the Loan
Documents remain unmodified and continue in full force and effect. Company and
Parent hereby reaffirms, confirms and ratifies each and every covenant,
condition, obligation and provision set forth in the Credit Agreement and the
other Loan Documents, each as modified hereby.

         4. This Modification shall be binding upon, and inure to the benefit
of, the successors and assigns of the parties hereto.

         5. This Modification shall be governed by and construed in accordance
with the laws of the State of New York without regard to its conflict of laws
principles.

         6. The terms and provisions of this Modification are the result of
negotiations between the parties. This Modification shall not be construed in
favor of or against any party by reason of the extent to which any party or
professionals employed or retained by it participated in the preparation of this
Modification.



<PAGE>   26




         IN WITNESS WHEREOF, the undersigned have caused this Modification to be
executed and delivered by their duly authorized representatives as of the day
and year first above written.

                                         PARENT:

WITNESS:                                 MALAN REALTY INVESTORS, INC., a
                                         Michigan corporation


                                         By: /s/ Elliott J. Broderick
                                         Name: Elliott J. Broderick
                                         Title: Chief Accounting Officer


                                         COMPANY:

WITNESS:                                 MALAN REVOLVER, INC., a Michigan
                                         corporation


                                         By: /s/ Elliott J. Broderick
                                         Name: Elliott J. Broderick
                                         Title: Chief Accounting Officer


                                         LENDER:

WITNESS:                                 GREENWICH CAPITAL MARKETS, INC., a
                                         Delaware corporation


                                         By: /s/ David Murdoch
                                         Name: David Murdoch
                                         Title: Senior Vice President

<PAGE>   27

STATE OF                   )       IL
                           ) ss:
COUNTY OF                  )

         On this ___ day of December, 1999, before me, the undersigned Notary
Public, personally appeared Elliott J. Broderick, personally known by me, who,
being duly sworn, acknowledged himself to be the Chief Accounting Officer of
Malan Realty Investors, Inc., a Michigan corporation, and that as such officer,
being duly authorized to do so pursuant to its bylaws or a resolution of its
board of directors, executed and acknowledged the foregoing instrument for the
purposes therein contained, by signing his name as Chief Accounting Officer on
behalf of said corporation as such officer, as his free and voluntary act and
deed, and the free and voluntary act and deed of said corporation.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.

[S E A L]
                                            Name:
                                            Notary Public, __________ County,

My Commission Expires:


STATE OF                   )
                           ) ss:
COUNTY OF                  )

         On this ___ day of December, 1999, before me, the undersigned Notary
Public, personally appeared Elliott J. Broderick, personally known by me, who,
being duly sworn, acknowledged himself to be the Chief Accounting Officer of
Malan Revolver, Inc., a Michigan corporation, and that as such officer, being
duly authorized to do so pursuant to its bylaws or a resolution of its board of
directors, executed and acknowledged the foregoing instrument for the purposes
therein contained, by signing his name as Chief Accounting Officer on behalf of
said corporation as such officer, as his free and voluntary act and deed, and
the free and voluntary act and deed of said corporation.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.

[S E A L]
                                            Name:
                                            Notary Public, __________ County,

My Commission Expires:




<PAGE>   28

STATE OF ILLINOIS          )        IL
                           ) ss:
COUNTY OF C O O K          )

         On this ___ day of December, 1999, before me, the undersigned Notary
Public, personally appeared David M. Murdoch, personally known by me, who, being
duly sworn, acknowledged himself to be the Senior Vice President of Greenwich
Capital Markets, Inc., a Delaware corporation, and that as such officer, being
duly authorized to do so pursuant to its bylaws or a resolution of its board of
directors, executed and acknowledged the foregoing instrument for the purposes
therein contained, by signing his name as Senior Vice President on behalf of
said corporation as such officer, as his free and voluntary act and deed, and
the free and voluntary act and deed of said corporation.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.

[S E A L]
                                       Name:        Ferdinand J. Gallo III
                                       Notary Public, Cook County, Illinois

My Commission Expires:     March 21, 2001


<PAGE>   29


                             EXHIBITS AND SCHEDULES
<TABLE>

<S>                     <C>       <C>
Exhibit A                  -        Amended and Restated Note

Schedule 1                 -        Property Location/Allocated Loan Amounts
Schedule 4.14              -        -     List of Material Contracts
Schedule 5.16              -        -     Environmental Work
Schedule 5.20              -        -     Capital Expenditure Schedule
Schedule A                 -        Recording Information - Mortgage Counterparts
Schedule B                 -        Recording Information - Assignment of Rents and Leases
                                    Counterparts
Schedule C                 -        Recording Information - Financing Statements


Mortgage Exhibit A-1       -        Legal Description of Ft. Atkinson, WI
Mortgage Exhibit A-2       -        Legal Description of Loves Park, IL
Mortgage Exhibit A-3       -        Legal Description of New Lenox, IL
Mortgage Exhibit A-4       -        Legal Description of Valparaiso, IN
Mortgage Exhibit A-5       -        Legal Description of Garden City, KS
Mortgage Exhibit A-6       -        Legal Description of Hays, KS
Mortgage Exhibit A-7       -        Legal Description of Independence, KS
Mortgage Exhibit A-8       -        Legal Description of Emporia, KS
Mortgage Exhibit A-9       -        Legal Description of Liberal, KS
Mortgage Exhibit A-10      -        Legal Description of Cape Girardeau, MO
Mortgage Exhibit A-11      -        Legal Description of Green Bay, WI
Mortgage Exhibit A-12      -        Legal Description of Janesville, WI
Mortgage Exhibit A-13      -        Legal Description of Madison, WI
Mortgage Exhibit A-14      -        Legal Description of Milwaukee, WI
Mortgage Exhibit A-15      -        Legal Description of Oshkosh, WI
Mortgage Exhibit A-16      -        Legal Description of Stevens Point, WI
Mortgage Exhibit A-17      -        Legal Description of Lincoln, IL
Mortgage Exhibit A-18      -        Legal Description of Arkansas City, KS

Mortgage Exhibit B         -        Street Addresses of Mortgaged Property
Mortgage Exhibit D         -        Ground Leases
</TABLE>



<PAGE>   30


                                    EXHIBIT A

                            AMENDED AND RESTATED NOTE

Up to $25,000,000 Chicago, Illinois
                                                   Dated as of December 21, 1999
                                               Effective as of November 24, 1999

         FOR VALUE RECEIVED, MALAN REVOLVER, INC., a Michigan corporation (the
"COMPANY"), and MALAN REALTY INVESTORS, INC., a Michigan corporation (the
"PARENT," and together with Company, hereinafter referred to together as the
"MAKER"), each jointly and severally, promises to pay to the order of GREENWICH
CAPITAL MARKETS, INC., a Delaware corporation (the "LENDER"), for the account of
its Applicable Lending Office, the unpaid principal amount of each Loan made by
the Lender to the Maker pursuant to the Agreement referred to below on the
Revolver Termination Date provided for in the Agreement. The Maker promises to
pay interest on the unpaid principal amount of each such Loan on the dates and
at the rate or rates provided for in the Agreement. All such payments of
principal and interest shall be made in lawful money of the United States in
Federal or other immediately available funds at the office of Lender at 600
Steamboat Road, Greenwich, Connecticut or as Lender may otherwise direct.

         All Loans made by the Lender, the respective types and maturities
thereof and all repayments of the principal thereof shall be recorded by the
Lender and, if the Lender so elects in connection with any transfer or
enforcement hereof, appropriate notations to evidence the foregoing information
with respect to each such Loan then outstanding may be endorsed by the Lender on
the schedule attached hereto, or on a continuation of such schedule attached
hereto and made a part hereof; provided that the failure of the Lender to make
any such recordation or endorsement shall not affect the obligations of the
Maker hereunder, under the Agreement or under the other Loan Documents (as
defined in the Agreement).

         It is expressly understood and agreed by the Maker that (I) the
principal balance of this Note includes the liabilities previously evidenced by
that certain Note dated November 24, 1997 (the "EXISTING NOTE"), executed by the
Maker in favor of Lender, and (II) to the extent any of such liabilities are
included in the principal balance of this Note, this Note (A) merely
re-evidences the liabilities evidenced by the Existing Note, (B) is given in
substitution for, and not in payment of, the Existing Note, (C) is in no way
intended to constitute a novation of the Existing Note and (D) is in no way
intended to release, cancel, terminate, or otherwise impair all or any part of
any Lien, mortgage, deed of trust, assignment, security interest, pledge or
other encumbrance heretofore granted to Lender as collateral security for the
obligations of Maker with respect thereto.

         This Note is the Note referred to in the Revolving Loan Agreement dated
as of November 24, 1997, as amended by that certain First Modification of
Revolving Loan Agreement, Note, Indenture of Mortgage, Deed of Trust, Deed to
Secure Debt, Security



<PAGE>   31


Agreement, Financing Statement, Fixture Filing and Assignment of Rents and
Leases, and Other Loan Documents dated as of December 21, 1999, but effective as
of November 24, 1999, by and between Maker and Lender (as so amended, and as the
same may be amended, modified, supplemented, extended, replaced or restated from
time to time, the "AGREEMENT"). Terms defined in the Agreement are used herein
with the same meanings. Reference is hereby made to the Agreement for provisions
for the prepayment hereof and the acceleration of the maturity hereof. This Note
is secured by the Mortgage and certain other Loan Documents. The Maker hereby
waives presentment, demand, protest and notice of protest and non-payment of
this Note.

         The Note shall be governed by and construed in accordance with, the
laws of the State of New York, without reference to its conflict of laws
principles.

         IN WITNESS WHEREOF, the undersigned have caused this Amended and
Restated Note to be executed and delivered by their duly authorized
representatives as of the day and year first above written.

                                        PARENT:

WITNESS:                                MALAN REALTY INVESTORS, INC., a
                                        Michigan corporation


                                        By: /s/ Elliott J. Broderick
                                        Name: Elliott J. Broderick
                                        Title:    Chief Accounting Officer


                                        COMPANY:

WITNESS:                                MALAN REVOLVER, INC., a
                                        Michigan corporation


                                        By: /s/ Elliott J. Broderick
                                        Name: Elliott J. Broderick
                                        Title:    Chief Accounting Officer



<PAGE>   32


                            AMENDED AND RESTATED NOTE
                                   (continued)

                         LOANS AND PAYMENTS OF PRINCIPAL

<TABLE>
<CAPTION>

--------------------- ------------------ ------------------ ------------------ ------------------ ------------------
        Date             Amount of           Type of Loan       Amount of        Maturity Date    Notation Made
                           Loan                                  Principal                              By
                                                                  Repaid
--------------------- ------------------ ------------------ ------------------ ------------------ ------------------
<S>                  <C>                <C>                <C>                <C>                <C>
--------------------- ------------------ ------------------ ------------------ ------------------ ------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

--------------------- ------------------ ------------------ ------------------ ------------------ ------------------
</TABLE>



<PAGE>   33


                                   SCHEDULE 1

                       SCHEDULE OF ALLOCATED LOAN AMOUNTS
<TABLE>
<CAPTION>

                  ----------------------------------------- --------------------------------------
                                  Property                                Allocated Loan Amount
                  ----------------------------------------- --------------------------------------
<S>                                                                             <C>
                  Ft. Atkinson, WI                                                  $1,121,000.00
                  ----------------------------------------- --------------------------------------
                  New Lenox, IL                                                     $2,539,000.00
                  ----------------------------------------- --------------------------------------
                  Garden City, KS                                                           $0.00
                  ----------------------------------------- --------------------------------------
                  Hays, KS                                                            $795,000.00
                  ----------------------------------------- --------------------------------------
                  Independence, KS                                                    $739,000.00
                  ----------------------------------------- --------------------------------------
                  Emporia, KS                                                         $454,000.00
                  ----------------------------------------- --------------------------------------
                  Liberal, KS                                                         $530,000.00
                  ----------------------------------------- --------------------------------------
                  Cape Girardeau, MO                                                $1,431,000.00
                  ----------------------------------------- --------------------------------------
                  Green Bay, WI                                                     $2,149,000.00
                  ----------------------------------------- --------------------------------------
                  Janesville, WI                                                      $706,000.00
                  ----------------------------------------- --------------------------------------
                  Madison, WI                                                       $1,439,000.00
                  ----------------------------------------- --------------------------------------
                  Oshkosh, WI                                                       $1,259,000.00
                  ----------------------------------------- --------------------------------------
                  Stevens Point, WI                                                   $919,000.00
                  ----------------------------------------- --------------------------------------
                  Milwaukee, WI                                                     $1,825,000.00
                  ----------------------------------------- --------------------------------------
                  Lincoln, IL                                                       $1,429,000.00
                  ----------------------------------------- --------------------------------------
                  Arkansas City, KS                                                   $156,000.00
                  ----------------------------------------- --------------------------------------
                  TOTAL                                                            $17,491,000.00
                  ----------------------------------------- --------------------------------------
</TABLE>



<PAGE>   34

                               MORTGAGE EXHIBIT B

                                  PROPERTY LIST

<TABLE>
<CAPTION>

---------------------------------------- ------------------------------------ -------------------------------------
               Property                                Address                                Title
---------------------------------------- ------------------------------------ -------------------------------------
<S>                                    <C>                                   <C>
Ft. Atkinson, WI                         1309 N. High Street                   Fee Simple
                                         1317 N. High Street
                                         1321 N. High Street
                                         1351 N. High Street
---------------------------------------- ------------------------------------ -------------------------------------
New Lenox, IL                            1500 W. Lincoln Highway               Fee Simple
---------------------------------------- ------------------------------------ -------------------------------------
Garden City, KS                          1210 Fleming Street                   Fee Simple
---------------------------------------- ------------------------------------ -------------------------------------
Hays, KS                                 2900 Broadway                         Fee Simple
---------------------------------------- ------------------------------------ -------------------------------------
Independence, KS                         2505 W. Main                          Fee Simple
---------------------------------------- ------------------------------------ -------------------------------------
Emporia, KS                              2727 W. Highway 50                    Fee Simple
---------------------------------------- ------------------------------------ -------------------------------------
Liberal, KS                              1030 S. Kansas                        Fee Simple
---------------------------------------- ------------------------------------ -------------------------------------
Cape Girardeau, MO                       11 S. Kings Highway                   Fee Simple
---------------------------------------- ------------------------------------ -------------------------------------
Green Bay, WI                            2201 E. Main Street                   Fee Simple
                                         2151 E. Main Street
---------------------------------------- ------------------------------------ -------------------------------------
Janesville, WI                           2233 Highway 14                       Fee Simple
---------------------------------------- ------------------------------------ -------------------------------------
Madison, WI                              3801 E. Washington Avenue             Fee Simple
---------------------------------------- ------------------------------------ -------------------------------------
Oshkosh, WI                              900 Koehler Street                    Fee Simple
---------------------------------------- ------------------------------------ -------------------------------------
Stevens Point, WI                        111 N. Division Street                Fee Simple
                                         119 N. Division Street
---------------------------------------- ------------------------------------ -------------------------------------
Milwaukee, WI                            2701 S. Chase Ave.                    Fee Simple
---------------------------------------- ------------------------------------ -------------------------------------
Lincoln, IL                              1308 Woodlawn Road                    Fee Simple
                                         1310 Woodlawn Road
---------------------------------------- ------------------------------------ -------------------------------------
Arkansas City, KS                        2013 Summit Street                    Fee Simple
---------------------------------------- ------------------------------------ -------------------------------------
</TABLE>



<PAGE>   35


                               MORTGAGE EXHIBIT D

                                  GROUND LEASES


                                      None


<PAGE>   36


                                   SCHEDULE A

                       RECORDING INFORMATION FOR MORTGAGES

<TABLE>
<CAPTION>

------------------------ ------------------------- ------------------------------ --------------------- ------------------------
    COLLATERAL PROPERTY        JURISDICTION              INSTRUMENT                   RECORDING DATE       RECORDING NUMBER
------------------------ ------------------------- ------------------------------ --------------------- ------------------------
<S>                    <C>                       <C>                            <C>                    <C>
Fort Atkinson, WI        Jefferson County, WI      Indenture of Mortgage, Deed    12/02/97              Doc # 983744
                                                   of Trust, Deed to Secure
                                                   Debt, Security Agreement,
                                                   Financing Statement, Fixture
                                                   Filing and Assignment of
                                                   Rents and Leases
------------------------ ------------------------- ------------------------------ --------------------- ------------------------
Loves Park, IL           Winnebago County, IL      Indenture of Mortgage, Deed    12/04/97              Doc # 9760094
                                                   of Trust, Deed to Secure
                                                   Debt, Security Agreement,
                                                   Financing Statement, Fixture
                                                   Filing and Assignment of
                                                   Rents and Leases
------------------------ ------------------------- ------------------------------ --------------------- ------------------------
New Lenox, IL            Will County, IL           Indenture of Mortgage, Deed    11/26/97              Doc # R97-105168
                                                   of Trust, Deed to Secure
                                                   Debt, Security Agreement,
                                                   Financing Statement, Fixture
                                                   Filing and Assignment of
                                                   Rents and Leases
------------------------ ------------------------- ------------------------------ --------------------- ------------------------
Valparaiso, IN           Porter County, IN         Indenture of Mortgage, Deed    12/02/97              Doc # 97-28979, Book 795,
                                                   of Trust, Deed to Secure                             Page 425
                                                   Debt, Security Agreement,
                                                   Financing Statement, Fixture
                                                   Filing and Assignment of
                                                   Rents and Leases

------------------------ ------------------------- ------------------------------ --------------------- ------------------------
Garden City, KS          Finney County, KS         Indenture of Mortgage, Deed    12/02/97              Book 215, Page 472
                                                   of Trust, Deed to Secure
                                                   Debt, Security Agreement,
                                                   Financing Statement, Fixture
                                                   Filing and Assignment of
                                                   Rents and Leases
------------------------ ------------------------- ------------------------------ --------------------- ------------------------
</TABLE>



<PAGE>   37

<TABLE>

<S>                    <C>                       <C>                            <C>                    <C>
Hays, KS                 Ellis County, KS          Indenture of Mortgage, Deed    12/03/97              Book 439, Page 376
                                                   of Trust, Deed to Secure
                                                   Debt, Security Agreement,
                                                   Financing Statement, Fixture
                                                   Filing and Assignment of
                                                   Rents and Leases
------------------------ ------------------------- ------------------------------ --------------------- ------------------------
Independence, KS         Montgomery County, KS     Indenture of Mortgage, Deed    12/02/97              Book 465, Page 74
                                                   of Trust, Deed to Secure
                                                   Debt, Security Agreement,
                                                   Financing Statement, Fixture
                                                   Filing and Assignment of
                                                   Rents and Leases
------------------------ ------------------------- ------------------------------ --------------------- ------------------------
Emporia, KS              Lyon County, KS           Indenture of Mortgage, Deed    12/02/97              Book 282, Page 425
                                                   of Trust, Deed to Secure
                                                   Debt, Security Agreement,
                                                   Financing Statement, Fixture
                                                   Filing and Assignment of
                                                   Rents and Leases
------------------------ ------------------------- ------------------------------ --------------------- ------------------------
Liberal, KS              Seward County, KS         Indenture of Mortgage, Deed    12/04/97              Book 487, Page 770
                                                   of Trust, Deed to Secure
                                                   Debt, Security Agreement,
                                                   Financing Statement, Fixture
                                                   Filing and Assignment of
                                                   Rents and Leases
------------------------ ------------------------- ------------------------------ --------------------- ------------------------
Cape Girardeau, MO       Cape Girardeau County, MO Indenture of Mortgage, Deed    12/02/97              Book 902, Page 127
                                                   of Trust, Deed to Secure
                                                   Debt, Security Agreement,
                                                   Financing Statement, Fixture
                                                   Filing and Assignment of
                                                   Rents and Leases
------------------------ ------------------------- ------------------------------ --------------------- ------------------------
Green Bay, WI            Brown County, WI          Indenture of Mortgage, Deed    12/03/97              Doc # 1583335
                                                   of Trust, Deed to Secure
                                                   Debt, Security Agreement,
                                                   Financing Statement, Fixture
                                                   Filing and Assignment of
                                                   Rents and Leases
------------------------ ------------------------- ------------------------------ --------------------- ------------------------
</TABLE>


<PAGE>   38

<TABLE>

<S>                    <C>                       <C>                            <C>                    <C>
Janesville, WI           Rock County, WI           Indenture of Mortgage, Deed    12/01/97              Doc # 1351026
                                                   of Trust, Deed to Secure
                                                   Debt, Security Agreement,
                                                   Financing Statement, Fixture
                                                   Filing and Assignment of
                                                   Rents and Leases
------------------------ ------------------------- ------------------------------ --------------------- ------------------------
Madison, WI              Dane County, WI           Indenture of Mortgage, Deed    12/02/97              Doc # 2911586
                                                   of Trust, Deed to Secure
                                                   Debt, Security Agreement,
                                                   Financing Statement, Fixture
                                                   Filing and Assignment of
                                                   Rents and Leases
------------------------ ------------------------- ------------------------------ --------------------- ------------------------
Milwaukee, WI            Milwaukee County, WI      Indenture of Mortgage, Deed    12/01/97              Doc # 7455564
                                                   of Trust, Deed to Secure
                                                   Debt, Security Agreement,
                                                   Financing Statement, Fixture
                                                   Filing and Assignment of
                                                   Rents and Leases
------------------------ ------------------------- ------------------------------ --------------------- ------------------------
Oshkosh, WI              Winnebago County, WI      Indenture of Mortgage, Deed    12/02/97              Doc # 990627
                                                   of Trust, Deed to Secure
                                                   Debt, Security Agreement,
                                                   Financing Statement, Fixture
                                                   Filing and Assignment of
                                                   Rents and Leases
------------------------ ------------------------- ------------------------------ --------------------- ------------------------
Stevens Point, WI        Portage County, WI        Indenture of Mortgage, Deed    12/02/97              Doc # 532188
                                                   of Trust, Deed to Secure
                                                   Debt, Security Agreement,
                                                   Financing Statement, Fixture
                                                   Filing and Assignment of
                                                   Rents and Leases
------------------------ ------------------------- ------------------------------ --------------------- ------------------------
</TABLE>



<PAGE>   39


                                   SCHEDULE B

            RECORDING INFORMATION FOR ASSIGNMENT OF RENTS AND LEASES

<TABLE>
<CAPTION>

------------------------- ---------------------------- ------------------------------ -------------------- -------------------------
    COLLATERAL PROPERTY          JURISDICTION                 INSTRUMENT                  RECORDING DATE      RECORDING NUMBER
------------------------- ---------------------------- ------------------------------ -------------------- -------------------------
<S>                      <C>                          <C>                            <C>                  <C>
Fort Atkinson, WI         Jefferson County, WI         Assignment of Leases, Rents    12/02/97             Doc # 983745
                                                       and Security Deposits
------------------------- ---------------------------- ------------------------------ -------------------- -------------------------
Loves Park, IL            Winnebago County, IL         Assignment of Leases, Rents    12/04/97             Doc # 9760095
                                                       and Security Deposits
------------------------- ---------------------------- ------------------------------ -------------------- -------------------------
New Lenox, IL             Will County, IL              Assignment of Leases, Rents    11/26/97             Doc # R97-105169
                                                       and Security Deposits
------------------------- ---------------------------- ------------------------------ -------------------- -------------------------
Valparaiso, IN            Porter County, IN            Assignment of Leases, Rents    12/02/97             Doc # 97-28980, Book 795,
                                                       and Security Deposits                               Page 426
------------------------- ---------------------------- ------------------------------ -------------------- -------------------------
Garden City, KS           Finney County, KS            Assignment of Leases, Rents    12/02/97             Book 215, Page 473
                                                       and Security Deposits
------------------------- ---------------------------- ------------------------------ -------------------- -------------------------
Hays, KS                  Ellis County, KS             Assignment of Leases, Rents    12/03/97             Book 439, Page 479
                                                       and Security Deposits
------------------------- ---------------------------- ------------------------------ -------------------- -------------------------
Independence, KS          Montgomery County, KS        Assignment of Leases, Rents    12/02/97             Book 465, Page 75
                                                       and Security Deposits
------------------------- ---------------------------- ------------------------------ -------------------- -------------------------
Emporia, KS               Lyon County, KS              Assignment of Leases, Rents    12/02/97             Book 511, Page 371
                                                       and Security Deposits
------------------------- ---------------------------- ------------------------------ -------------------- -------------------------
Liberal, KS               Seward County, KS            Assignment of Leases, Rents    12/04/97             Book 487, Page 874
                                                       and Security Deposits
------------------------- ---------------------------- ------------------------------ -------------------- -------------------------
Cape Girardeau, MO        Cape Girardeau County, MO    Assignment of Leases, Rents    12/02/97             Book 902, Page 231
                                                       and Security Deposits
------------------------- ---------------------------- ------------------------------ -------------------- -------------------------
Green Bay, WI             Brown County, WI             Assignment of Leases, Rents    12/03/97             Doc # 1583334
                                                       and Security Deposits
------------------------- ---------------------------- ------------------------------ -------------------- -------------------------
Janesville, WI            Rock County, WI              Assignment of Leases, Rents    12/01/97             Doc # 1351027
                                                       and Security Deposits
------------------------- ---------------------------- ------------------------------ -------------------- -------------------------
</TABLE>


<PAGE>   40


<TABLE>

<S>                      <C>                          <C>                            <C>                  <C>
Madison, WI               Dane County, WI              Assignment of Leases, Rents    12/02/97             Doc # 2911587
                                                       and Security Deposits
------------------------- ---------------------------- ------------------------------ -------------------- -------------------------
Milwaukee, WI             Milwaukee County, WI         Assignment of Leases, Rents    12/01/97             Doc # 7455565
                                                       and Security Deposits
------------------------- ---------------------------- ------------------------------ -------------------- -------------------------
Oshkosh, WI               Winnebago County, WI         Assignment of Leases, Rents    12/02/97             Doc # 990628
                                                       and Security Deposits
------------------------- ---------------------------- ------------------------------ -------------------- -------------------------
Stevens Point, WI         Portage County, WI           Assignment of Leases, Rents    12/02/97             Doc # 532189
                                                       and Security Deposits
------------------------- ---------------------------- ------------------------------ -------------------- -------------------------
</TABLE>



<PAGE>   41


      SCHEDULE C

                 RECORDING INFORMATION FOR FINANCING STATEMENTS

<TABLE>

--------------------------------- -------------------------------- ----------------------- ----------------------------------------
          COLLATERAL PROPERTY                  JURISDICTION            RECORDING DATE                 RECORDING NUMBER
================================= ================================ ======================= ========================================
<S>                              <C>                                  <C>                  <C>
Fort Atkinson, WI                 Jefferson County, WI                    12/2/97            Doc # 183532, Volume 1015, Page 556
                                  -------------------------------- ----------------------- ----------------------------------------
                                  Wisconsin Secretary of State            12/9/97                       Doc # 1720685
================================= ================================ ======================= ========================================
Loves Park, IL                    Winnebago County, IL                    12/04/97                       Doc #304642
                                  -------------------------------- ----------------------- ----------------------------------------
                                  Illinois Secretary of State             12/10/97                      Doc # 3773237
================================= ================================ ======================= ========================================
New Lenox, IL                     Will County, IL                         11/26/97           Doc # R97-105170, File # U97002112
                                  -------------------------------- ----------------------- ----------------------------------------
                                  Illinois Secretary of State             12/10/97                      Doc # 3773236
================================= ================================ ======================= ========================================
Valparaiso, IN                    Porter County, IN                       12/02/97                       Doc # 46680
                                  -------------------------------- ----------------------- ----------------------------------------
                                  Indiana Secretary of State              12/08/97                      Doc #2161081
================================= ================================ ======================= ========================================
Garden City, KS                   Finney County, KS                       12/2/97                 Doc # 97-704, File # 7455
                                  -------------------------------- ----------------------- ----------------------------------------
                                  Kansas Secretary of State               12/9/97                       Doc # 2409988
================================= ================================ ======================= ========================================
Hays, KS                          Ellis County, KS                        12/3/97                         Doc # 613
                                  -------------------------------- ----------------------- ----------------------------------------
                                  Kansas Secretary of State               12/9/97                       Doc # 2409989
================================= ================================ ======================= ========================================
Independence, KS                  Montgomery County, KS                   12/2/97                       Doc # 095405
                                  -------------------------------- ----------------------- ----------------------------------------
                                  Kansas Secretary of State               12/9/97                       Doc # 2409990
================================= ================================ ======================= ========================================
</TABLE>


<PAGE>   42


<TABLE>

================================= ================================ ======================= ========================================
<S>                              <C>                                  <C>                  <C>
Emporia, KS                       Lyon County, KS                         12/2/97                       Doc # 400
                                  -------------------------------- ----------------------- ----------------------------------------
                                  Kansas Secretary of State               12/9/97                       Doc # 2409987
================================= ================================ ======================= ========================================
Liberal, KS                       Seward County, KS                       12/4/97                       Doc # 97-6829
                                  -------------------------------- ----------------------- ----------------------------------------
                                  Kansas Secretary of State               12/9/97                       Doc # 2409991
================================= ================================ ======================= ========================================
Cape Girardeau, MO                Cape Girardeau County, MO               12/2/97                       Doc # 087554
                                  -------------------------------- ----------------------- ----------------------------------------
                                  Missouri Secretary of State             12/9/97                       Doc # 2857125
================================= ================================ ======================= ========================================
Green Bay, WI                     Brown County, WI                        12/3/97                       Doc # 666583
                                  -------------------------------- ----------------------- ----------------------------------------
                                  Wisconsin Secretary of State            12/9/97                       Doc # 1720681
================================= ================================ ======================= ========================================
Janesville, WI                    Rock County, WI                         12/1/97                       Doc # 937750U
                                  -------------------------------- ----------------------- ----------------------------------------
                                  Wisconsin Secretary of State            12/9/97                       Doc # 1720684
================================= ================================ ======================= ========================================
Madison, WI                       Dane County, WI                         12/2/97                       Doc # 0867170
                                  -------------------------------- ----------------------- ----------------------------------------
                                  Wisconsin Secretary of State            12/9/97                       Doc # 1720683
================================= ================================ ======================= ========================================
Milwaukee, WI                     Milwaukee County, WI                    12/01/97                      Doc # 30808537
                                  -------------------------------- ----------------------- ----------------------------------------
                                  Wisconsin Secretary of State            12/9/97                       Doc # 1720682
================================= ================================ ======================= ========================================
Oshkosh, WI                       Winnebago County, WI                    12/2/97                       Doc # 1003116
                                  -------------------------------- ----------------------- ----------------------------------------
                                  Wisconsin Secretary of State            12/9/97                       Doc # 1720679
================================= ================================ ======================= ========================================
Stevens Point, WI                 Portage County, WI                      12/2/97                       Doc # 239133
                                  -------------------------------- ----------------------- ----------------------------------------
                                  Wisconsin Secretary of State            12/9/97                       Doc # 1720680
================================= ================================ ======================= ========================================
Global                            Secretary of State, Michigan            12/09/97                      Doc # D313499
================================= ================================ ======================= ========================================
</TABLE>