Meridian Industrial Trust Inc – ‘10-K405’ for 12/31/96 – EX-10.21

As of:  Thursday, 3/20/97   ·   For:  12/31/96   ·   Accession #:  912057-97-9522   ·   File #:  1-14166

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Annual Report — [x] Reg. S-K Item 405   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K405     Annual Report -- [x] Reg. S-K Item 405                58    307K 
 3: EX-10.15    1st Amend. to Amend. and Rest. Rev. Credt. Agmt.     117    421K 
 4: EX-10.17    Amended and Restated Loan Admin. Agreement            97    231K 
 2: EX-10.2     1st Amend. to Amend. and Rest. Inct. Stock Plan        3     14K 
 5: EX-10.21    Assigmnt of Ltd Partnership Interest in Mit Unsec      2     10K 
 6: EX-24       Assignment of Ltd Partnership Interest in Mit SEC      2     10K 

EX-10.21   —   Assigmnt of Ltd Partnership Interest in Mit Unsec
Exhibit Table of Contents

EX-10.21
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      ASSIGNMENT OF LIMITED PARTNERSHIP INTEREST
      in
      MIT SECURED L.P.

This Assignment of Limited Partnership Interest (the "Assignment") is   
entered into as of the 31st day of December, 1996 by and among Meridian         
Industrial Trust, Inc. (the "Assignor"), MIT-SLP, Inc., a California corporation
(the "Assignee"), and MIT Secured Inc., a California corporation (formerly known
as "Pro-Sierra Corporation") (the "General Partner").                           

      RECITALS

Assignor is a limited partner of MIT Secured L.P., a California limited 
partnership (formerly known as "Progress Center/Alabama Limited Partnership, a  
California Limited Partnership") under the Agreement of Limited Partnership of  
Progress Center/Alabama Limited Partnership entered into as of  December 3,     
1987, as amended (the "Agreement").                                             

      ASSIGNMENT

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

Pursuant to Sections 7.02 and 7.03 of the Agreement, (i) the Assignor   
hereby assigns and transfers all of its rights, title, interest and obligations 
under the Agreement to the Assignee and (ii) the Assignee hereby accepts,       
adopts, approves and agrees to be bound by the terms of the Agreement, and      
hereby agrees to assume and timely perform all obligations of the Assignor under
the Agreement.                                                                  

The General Partner signs this agreement only for the purpose of (i)    
consenting to the substitution of the Assignee for the Assignor; (ii) waiving   
any requirements for opinions; and (iii) acknowledging that all requirements for
the substitution of the Assignee for the Assignor have been accomplished to its 
satisfaction and thus acknowledging that the Assignee shall have all rights and 
obligations of a  Limited Partner under the terms and provisions of the         
Agreement.                                                                      

 This Assignment shall be governed by and construed in accordance with the
laws of the state of California and the United States.                          

EX-10.21
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IN WITNESS WHEREOF, the parties have executed this Assignment of Limited
Partnership Interest as of the December 31, 1996                                

ASSIGNOR:   

                   MERIDIAN INDUSTRIAL TRUST, INC.

             By: /s/ Allen J. Anderson
                 ---------------------
             Allen J. Anderson
                              Chairman & Chief Executive Officer

ASSIGNEE:   

 MIT-SLP, INC.

            By: /s/ Robert A. Dobbin
                --------------------
         Robert Dobbin
     Secretary

    GENERAL PARTNER:

     MIT Secured, Inc.

            By: /s/ Milton K. Reeder
                --------------------
            Milton K. Reeder
     Treasurer

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K405’ Filing		Date		First		Last			Other Filings
Filed on:		3/20/97
For Period End:		12/31/96		2					10-K405/A,  8-K
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