Meridian Industrial Trust Inc – ‘10-K405’ for 12/31/96 – EX-10.15

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
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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-10.15   —   1st Amend. to Amend. and Rest. Rev. Credt. Agmt.
Exhibit Table of Contents

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    FIRST AMENDED AND RESTATED
    REVOLVING CREDIT AGREEMENT

  DATED MARCH___, 1996

 AMONG

     MERIDIAN INDUSTRIAL TRUST, INC.

 AND

    THE FIRST NATIONAL BANK OF BOSTON,

     THE OTHER BANKS WHICH ARE
     A PARTY TO THIS AGREEMENT

 AND

    OTHER BANKS WHICH MAY BECOME
   PARTIES TO THIS AGREEMENT

 AND

  THE FIRST NATIONAL BANK OF BOSTON,
  AS AGENT

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 TABLE OF CONTENTS

Section 1. DEFINITIONS AND RULES OF INTERPRETATION...........................-2-
             Section 1.1.  DEFINITIONS.......................................-2-
             Section 1.2.  RULES OF INTERPRETATION..........................-18-

Section 2. THE REVOLVING CREDIT FACILITY....................................-19-
             Section 2.1.  COMMITMENT TO LEND...............................-19-
             Section 2.2.  FACILITY FEE.....................................-19-
             Section 2.3.  INTENTIONALLY OMITTED............................-19-
             Section 2.4.  NOTES............................................-20-
             Section 2.5.  INTEREST ON LOANS................................-20-
             Section 2.6.  REQUESTS FOR LOANS...............................-20-
             Section 2.7.  FUNDS FOR LOANS..................................-21-
             Section 2.8.  EXTENSION OF MATURITY DATE.......................-22-
             Section 2.9.  LETTERS OF CREDIT................................-23-

Section 3. REPAYMENT OF THE LOANS...........................................-25-
             Section 3.1.  STATED MATURITY..................................-25-
             Section 3.2.  MANDATORY PREPAYMENTS............................-25-
             Section 3.3.  OPTIONAL PREPAYMENTS.............................-25-
             Section 3.4.  PARTIAL PREPAYMENTS..............................-25-
             Section 3.5.  EFFECT OF PREPAYMENTS............................-26-
Section 3.6.  PROCEEDS FROM DEBT OFFERING AND EQUITY  
                           OFFERING.........................................-26-

Section 4. CERTAIN GENERAL PROVISIONS.......................................-26-
             Section 4.1.  CONVERSION OPTIONS...............................-26-
             Section 4.2.  COMMITMENT FEE...................................-27-
             Section 4.3.  INTENTIONALLY OMITTED............................-27-
             Section 4.4.  FUNDS FOR PAYMENTS...............................-27-
             Section 4.5.  COMPUTATIONS.....................................-28-
             Section 4.6.  INABILITY TO DETERMINE EURODOLLAR RATE...........-28-
             Section 4.7.  ILLEGALITY.......................................-29-
             Section 4.8.  ADDITIONAL INTEREST..............................-29-
             Section 4.9.  ADDITIONAL COSTS, ETC............................-29-
             Section 4.10.  CAPITAL ADEQUACY................................-31-
             Section 4.11.  INDEMNITY OF BORROWER...........................-31-
             Section 4.12.  INTEREST ON OVERDUE AMOUNTS; LATE CHARGE........-31-
             Section 4.13.  CERTIFICATE.....................................-31-
             Section 4.14.  LIMITATION ON INTEREST..........................-32-

Section 5. SECURITY.........................................................-32-

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Section 6. REPRESENTATIONS AND WARRANTIES...................................-32-
             Section 6.1.  CORPORATE AUTHORITY, ETC.........................-32-
             Section 6.2.  GOVERNMENTAL APPROVALS...........................-33-
             Section 6.3.  TITLE TO PROPERTIES; LEASES......................-33-
             Section 6.4.  FINANCIAL STATEMENTS.............................-34-
             Section 6.5.  NO MATERIAL CHANGES..............................-34-
             Section 6.6.  FRANCHISES, PATENTS, COPYRIGHTS, ETC.............-34-
             Section 6.7.  LITIGATION.......................................-35-
             Section 6.8.  NO MATERIALLY ADVERSE CONTRACTS, ETC.............-35-
             Section 6.9.  COMPLIANCE WITH OTHER INSTRUMENTS, LAWS, ETC.....-35-
             Section 6.10.  TAX STATUS......................................-35-
             Section 6.11.  NO EVENT OF DEFAULT.............................-35-
             Section 6.12.  HOLDING COMPANY AND INVESTMENT COMPANY ACTS.....-35-
             Section 6.13.  ABSENCE OF UCC FINANCING STATEMENTS, ETC........-36-
             Section 6.14.  INTENTIONALLY OMITTED...........................-36-
             Section 6.15.  CERTAIN TRANSACTIONS............................-36-
             Section 6.16.  EMPLOYEE BENEFIT PLANS..........................-36-
             Section 6.17.  REGULATIONS U AND X.............................-36-
             Section 6.18.  ENVIRONMENTAL COMPLIANCE........................-37-
             Section 6.19.  SUBSIDIARIES....................................-38-
             Section 6.20.  INTENTIONALLY OMITTED...........................-38-
             Section 6.21.  LOAN DOCUMENTS..................................-38-
             Section 6.22.  PROPERTY........................................-38-
             Section 6.23.  BROKERS.........................................-39-
             Section 6.24.  OTHER DEBT......................................-39-
             Section 6.25.  SOLVENCY........................................-39-
             Section 6.26.  GUARANTOR.......................................-39-

Section 7. AFFIRMATIVE COVENANTS OF THE BORROWER............................-40-
             Section 7.1.  PUNCTUAL PAYMENT.................................-40-
             Section 7.2.  MAINTENANCE OF OFFICE............................-40-
             Section 7.3.  RECORDS AND ACCOUNTS.............................-40-
Section 7.4.  FINANCIAL STATEMENTS, CERTIFICATES AND  
                           INFORMATION......................................-40-
             Section 7.5.  NOTICES..........................................-42-
             Section 7.6.  EXISTENCE; MAINTENANCE OF PROPERTIES.............-44-
             Section 7.7.  INSURANCE........................................-44-
             Section 7.8.  TAXES............................................-44-
             Section 7.9.  INSPECTION OF PROPERTIES AND BOOKS...............-45-
   Section 7.10.  COMPLIANCE WITH LAWS, CONTRACTS, LICENSES,
                            AND PERMITS.....................................-45-
             Section 7.11.  USE OF PROCEEDS.................................-45-
             Section 7.12.  FURTHER ASSURANCES..............................-46-
             Section 7.13.  REIT STATUS.....................................-46-
             Section 7.14.  RESTRICTIONS ON ACQUISITIONS....................-46-

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             Section 7.15.  UNENCUMBERED OPERATING PROPERTIES...............-46-
             Section 7.16.  LIMITING AGREEMENTS.............................-47-
             Section 7.17.  ENVIRONMENTAL AND ENGINEERING INSPECTIONS.......-48-

Section 8. CERTAIN NEGATIVE COVENANTS OF THE BORROWER.......................-48-
             Section 8.1.  RESTRICTIONS ON INDEBTEDNESS.....................-48-
             Section 8.2.  RESTRICTIONS ON LIENS, ETC.......................-49-
             Section 8.3.  RESTRICTIONS ON INVESTMENTS..................... -50-
             Section 8.4.  MERGER, CONSOLIDATION............................-52-
             Section 8.5.  SALE AND LEASEBACK...............................-52-
             Section 8.6.  COMPLIANCE WITH ENVIRONMENTAL LAWS...............-52-
             Section 8.7.  DISTRIBUTIONS....................................-53-
             Section 8.8.  ASSET SALES......................................-54-
             Section 8.9.  DEVELOPMENT ACTIVITY.............................-54-
             Section 8.10.  SOURCES OF CAPITAL..............................-55-
             Section 8.11.  RESTRICTION ON PREPAYMENT OF INDEBTEDNESS.......-55-

Section 9. FINANCIAL COVENANTS OF THE BORROWER..............................-55-
             Section 9.1.  LIABILITIES TO TANGIBLE NET WORTH RATIO..........-55-
             Section 9.2.  DEBT COVERAGE....................................-55-
             Section 9.3.  FIXED CHARGE COVERAGE............................-56-
             Section 9.4.  BORROWING BASE...................................-56-
             Section 9.5.  TANGIBLE NET WORTH...............................-56-
             Section 9.6.  REAL ESTATE ASSETS...............................-56-
             Section 9.7.  VALUE ADJUSTMENT.................................-56-
             Section 9.8.  ANNUALIZATION OF RESULTS.........................-57-

Section 10. CLOSING CONDITIONS..............................................-57-
             Section 10.1.  LOAN DOCUMENTS..................................-57-
             Section 10.2.  CERTIFIED COPIES OF ORGANIZATIONAL DOCUMENTS....-57-
             Section 10.3.  BYLAWS; RESOLUTIONS AND CONSENTS................-57-
             Section 10.4.  INCUMBENCY CERTIFICATE; AUTHORIZED SIGNERS......-58-
             Section 10.5.  OPINION OF COUNSEL..............................-58-
             Section 10.6.  PAYMENT OF FEES.................................-58-
             Section 10.7.  PERFORMANCE; NO DEFAULT.........................-58-
             Section 10.8.  REPRESENTATIONS AND WARRANTIES..................-58-
             Section 10.9.  PROCEEDINGS AND DOCUMENTS.......................-58-
             Section 10.10.  COMPLIANCE CERTIFICATE.........................-59-
             Section 10.11.  OTHER..........................................-59-
             Section 10.12. INTENTIONALLY OMITTED...........................-59-
             Section 10.13.  INTENTIONALLY OMITTED..........................-59-
             Section 10.14.  EQUITY OFFERING................................-59-
             Section 10.15.  TANGIBLE NET WORTH.............................-59-

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             Section 10.16.  DUE DILIGENCE..................................-59-
             Section 10.17.  MANAGEMENT OF THE BORROWER.....................-59-

Section 11. CONDITIONS TO ALL BORROWINGS....................................-59-
             Section 11.1.  PRIOR CONDITIONS SATISFIED......................-59-
             Section 11.2.  REPRESENTATIONS TRUE; NO DEFAULT................-59-
             Section 11.3.  NO LEGAL IMPEDIMENT.............................-60-
             Section 11.4.  GOVERNMENTAL REGULATION.........................-60-
             Section 11.5.  PROCEEDINGS AND DOCUMENTS.......................-60-
             Section 11.6.  BORROWING DOCUMENTS.............................-60-

Section 12. EVENTS OF DEFAULT; ACCELERATION; ETC............................-60-
             Section 12.1.  EVENTS OF DEFAULT AND ACCELERATION..............-60-
             Section 12.2.  LIMITATION OF CURE PERIODS......................-63-
             Section 12.3.  TERMINATION OF COMMITMENTS......................-64-
             Section 12.4.  REMEDIES........................................-64-
             Section 12.5.  DISTRIBUTION OF PROCEEDS........................-64-

Section 13. INTENTIONALLY OMITTED...........................................-65-

Section 14. THE AGENT.......................................................-65-
             Section 14.1.  AUTHORIZATION...................................-65-
             Section 14.2.  EMPLOYEES AND AGENTS............................-65-
             Section 14.3.  NO LIABILITY....................................-66-
             Section 14.4.  NO REPRESENTATIONS..............................-66-
             Section 14.5.  PAYMENTS........................................-66-
             Section 14.6.  HOLDERS OF NOTES................................-67-
             Section 14.7.  INDEMNITY.......................................-67-
             Section 14.8.  AGENT AS BANK...................................-68-
             Section 14.9.  RESIGNATION.....................................-68-
             Section 14.10.  DUTIES IN THE CASE OF ENFORCEMENT..............-68-
             Section 14.11.  DETERMINATIONS BY AGENT........................-68-

Section 15. EXPENSES........................................................-69-

Section 16. INDEMNIFICATION.................................................-69-

Section 17. SURVIVAL OF COVENANTS, ETC......................................-70-

Section 18. ASSIGNMENT AND PARTICIPATION....................................-71-
             Section 18.1.  CONDITIONS TO ASSIGNMENT BY BANKS...............-71-
             Section 18.2.  REGISTER........................................-71-
             Section 18.3.  NEW NOTES.......................................-72-

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             Section 18.4.  PARTICIPATIONS..................................-72-
             Section 18.5.  PLEDGE BY BANK..................................-72-
             Section 18.6.  NO ASSIGNMENT BY BORROWER.......................-72-
             Section 18.7.  DISCLOSURE......................................-72-

Section 19. NOTICES.........................................................-73-

Section 20. RELATIONSHIP....................................................-74-

Section 21. GOVERNING LAW; CONSENT TO JURISDICTION AND SERVICE..............-74-

Section 22. HEADINGS........................................................-75-

Section 23. COUNTERPARTS....................................................-75-

Section 24. ENTIRE AGREEMENT, ETC...........................................-75-

Section 25. WAIVER OF JURY TRIAL............................................-75-

Section 26. DEALINGS WITH THE BORROWER......................................-76-

Section 27. CONSENTS, AMENDMENTS, WAIVERS, ETC..............................-76-

Section 28. SEVERABILITY....................................................-77-

Section 29. NO UNWRITTEN AGREEMENTS.........................................-77-

Section 30. TIME OF THE ESSENCE.............................................-77-

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EXHIBIT A  -  Form of Note                                                      

EXHIBIT B  -  Form of Request for Loan                                          

EXHIBIT C  -  Reserved                                                          

EXHIBIT D  -  Form of Compliance Certificate                                    

SCHEDULE 1  -  Banks and Commitments                                            

SCHEDULE 2  -  Initial Unencumbered Properties                                  

SCHEDULE 3  -  Adjusted Asset Values of Real Estate                             

SCHEDULE 6.3  -  Title to Properties; Leases                                    

SCHEDULE 6.7  -  Litigation                                                     

SCHEDULE 6.19 -  Subsidiaries of the Borrower                                   

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FIRST AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT 

THIS FIRST AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT (this      
"Agreement") is made the ____ day of March, 1996, by and among MERIDIAN         
INDUSTRIAL TRUST, INC. (the "Borrower"), a Maryland corporation having its      
principal place of business at 455 Market Street, 17th Floor, San Francisco,    
California 94105, THE FIRST NATIONAL BANK OF BOSTON, TEXAS COMMERCE BANK        
NATIONAL ASSOCIATION, NATIONSBANK OF TEXAS, N.A. and the other lending          
institutions which may become parties hereto pursuant to Section 18 (the        
"Banks"), THE FIRST NATIONAL BANK OF BOSTON, as Agent for the Banks (the        
"Agent"), and TEXAS COMMERCE BANK, NATIONAL ASSOCIATION, as Co-Agent for the    
Banks (the "Co-Agent").                                                         

RECITALS. 

 WHEREAS, Borrower, Agent, Co-Agent and the Banks have entered into that
Revolving Credit Agreement dated February 26, 1996 (the "Original Credit        
Agreement"); and                                                                

WHEREAS, Borrower has requested that the Banks increase the Total     
Commitment and add a sublimit for letters of credit; and                        

WHEREAS, Borrower, Agent, Co-Agent and the Banks desire to amend and  
restate the Original Credit Agreement in its entirety;                          

NOW, THEREFORE, in consideration of the recitals herein and the mutual
covenants contained herein, the parties hereto hereby agree to amend and        
restate the Original Credit Agreement in its entirety as follows:               

Section 1.  DEFINITIONS AND RULES OF INTERPRETATION.                  

 Section 1.1.  DEFINITIONS.  The following terms shall have the meanings
set forth in this Section l or elsewhere in the provisions of this Agreement    
referred to below:                                                              

  AGENT.  The First National Bank of Boston acting as agent for the Banks,
its successors and assigns.                                                     

AGENT'S HEAD OFFICE.  The Agent's head office located at 100 Federal  
Street, Boston, Massachusetts 02110, or at such other location as the Agent     
may designate from time to time by notice to the Borrower and the Banks.        

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

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

ASSET VALUE.  With respect to the Initial Unencumbered Operating      
Properties and any other parcels of Real Estate owned by the Borrower and its   
Subsidiaries as of the Closing Date, the book value after adjustment for        
market values in accordance with Section 9.7, and with respect to Unencumbered  
Operating Properties and any other parcels of Real Estate acquired after the    
Closing Date, the purchase price (including improvements) and ordinary          
related purchase transaction costs, without deduction for depreciation, or if   
developed by the Borrower, the completed construction costs, determined in      
accordance with generally accepted accounting principles.  If any parcel of     
Real Estate is purchased as a part of a group of properties, the Asset Value    
shall be calculated based upon a reasonable allocation by the Borrower of the   
aggregate purchase price among all parcels of Real Estate purchased in such     
transaction and agreed to by the Majority Banks.                                

AUTHORIZED OFFICER.  As to the Borrower, each of Allen J. Anderson, as
Chairman of the Board of the Borrower; Milton Reeder, as President of the       
Borrower; or Jim Suarez, as Treasurer/Controller of the Borrower; and their     
respective successors in office.  As to each Guarantor, the managing general    
partner of each such Guarantor and their respective successors in office.       

BALANCE SHEET DATE.  September 30, 1995.                              

BANKS.  FNBB, Texas Commerce Bank National Association, NationsBank of
Texas, N.A. and any other Person who becomes an assignee of any rights of a     
Bank pursuant to Section 18 (but not including any Participant, as defined      
in Section 18).                                                                 

  BASE RATE.  The higher of (a) the annual rate of interest announced from
time to time by the Agent at its head office as its "base rate", or (b) one     
half of one percent (0.5%) above the Federal Funds Effective Rate (rounded      
upwards, if necessary, to the next one-eighth of one percent).  Any change in   
the rate of interest payable hereunder resulting from a change in the Base      
Rate shall become effective as of the opening of business on the day on which   
such change in the Base Rate becomes effective.                                 

BASE RATE LOANS.  Those Loans bearing interest calculated by reference
to the Base Rate.                                                               

BORROWER.  As defined in the preamble hereto.                         

 BORROWING BASE.  At any time, the Borrowing Base shall be the aggregate
of the Borrowing Bases for each Unencumbered Operating Property.  The           
Borrowing Base for each Unencumbered Operating Property shall be the amount     
which is the lesser of (a) fifty percent (50%) of the Asset Value of each       
Unencumbered Operating Property; or (b) fifty percent (50%)                     

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of the value of each Unencumbered Operating Property, such value being          
determined as follows: (x) for each Initial Unencumbered Operating Property     
and each hereafter acquired Unencumbered Operating Property which does not      
constitute a Qualifying Property, value shall be the amount resulting from      
dividing (i) the sum of Net Operating Income for the four preceding fiscal      
quarters MINUS the Capital Improvement Reserve for such Unencumbered            
Operating Property by (ii) ten and one half percent (10.5%); and (y) for each   
Qualifying Property, value shall be the amount resulting from dividing (i)      
Net Operating Income for the four preceding fiscal quarters MINUS the Capital   
Improvement Reserve for such Qualifying Property by (ii) nine and               
three-quarters of one percent (9.75%); or (c) the Debt Service Coverage         
Amount for each Unencumbered Operating Property; and the amount which is the    
lesser of (a), (b) or (c) shall be the Borrowing Base for each Unencumbered     
Operating Property.                                                             

BUILDING.  With respect to any portion of the Real Estate, all of the 
buildings, structures and improvements now or hereafter located thereon.        

 BUSINESS DAY.  Any day on which banking institutions in the head office
of the Agent are open for the transaction of banking business and, in the       
case of Eurodollar Rate Loans, which also is a Eurodollar Business Day.         

CASH AVAILABLE FOR DISTRIBUTION.  With respect to any Person for any  
fiscal period, an amount equal to Funds from Operations, MINUS the Capital      
Improvement Reserve with respect to the Real Estate, MINUS actual tenant        
improvements and leasing commissions incurred during such fiscal period.        

CAPITAL IMPROVEMENT PROJECT.  With respect to any Real Estate now or  
hereafter owned by the Borrower or its Subsidiaries which is utilized           
principally for industrial purposes, capital improvements consisting of         
rehabilitation, refurbishment, replacement and improvements to the existing     
Buildings on such Real Estate which may be properly capitalized under           
generally accepted accounting principles.                                       

CAPITAL IMPROVEMENT RESERVE.  With respect to the Real Estate or any  
portion thereof, a reserve for Capital Improvement Projects in the amount of    
fifteen cents ($0.15) multiplied by the Gross Rentable Area contained therein.  

CERCLA.  See Section 6.18.                                            

CLOSING DATE.  The first date on which all of the conditions set forth
in Section 10 and Section 11 have been satisfied.                               

 CO-AGENT.  Texas Commerce Bank National Association, acting as co-agent
with Agent for the Banks, its successors and assigns.                           

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

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    COMMITMENT.  With respect to each Bank, the amount set forth on SCHEDULE 1
hereto as the amount of such Bank's Commitment to make or maintain Loans to     
the Borrower or purchase participations in Letters of Credit issued by the      
Agent to the Borrower, as the same may be changed from time to time in          
accordance with the terms of this Agreement.                                    

COMMITMENT PERCENTAGE.  With respect to each Bank, the percentage set 
forth on SCHEDULE 1 hereto as such Bank's percentage of the aggregate           
Commitments of all of the Banks.                                                

COMPLIANCE CERTIFICATE.  See Section 7.4(e).                          

CONSOLIDATED or COMBINED.  With reference to any term defined herein, 
that term as applied to the accounts of the Borrower and its Subsidiaries,      
consolidated or combined in accordance with generally accepted accounting       
principles.                                                                     

  CONSOLIDATED TANGIBLE NET WORTH.  The amount by which Consolidated Total
Assets exceed Consolidated Total Liabilities, and LESS the sum of:              

 (a)  the total book value of all assets of a Person properly classified
as intangible assets under generally accepted accounting principles,  
  including such items as good will, the purchase price of acquired assets
in excess of the fair market value thereof, trademarks, trade names,  
  service marks, brand names, copyrights, patents and licenses, and rights
with respect to the foregoing; PLUS                                   

(b)  all amounts representing any write-up in the book value of any   
  assets of such Person resulting from a revaluation thereof subsequent to
the Balance Sheet Date; PLUS                                          

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

(d) the total book value of any minority interests in partnerships,   
joint ventures, corporation or other entities.                        

CONSOLIDATED TOTAL ASSETS.  All assets of the Borrower and its        
Subsidiaries determined on a Consolidated basis in accordance with generally    
accepted accounting principles. The assets of the Borrower and its              
Subsidiaries on the consolidated financial statements of the Borrower and its   
Subsidiaries shall be adjusted as of the Closing Date for market values in      
accordance with Section 9.7 and to reflect the Borrower's allocable share of    
such asset, for the relevant period or as of the date of determination,         
taking into account (a) the relative proportion of each such item derived       
from assets directly owned by the Borrower and from assets owned by its         
respective Subsidiaries, and (b) the Borrower's respective ownership interest   
in its Subsidiaries.                                                            

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  CONSOLIDATED TOTAL LIABILITIES.  All liabilities of the Borrower and its
Subsidiaries determined on a Consolidated basis in accordance with generally    
accepted accounting principles and all Indebtedness of the Borrower and its     
Subsidiaries, whether or not so classified.                                     

 CONVERSION REQUEST.  A notice given by the Borrower to the Agent of its
election to convert or continue a Loan in accordance with Section 4.1.          

DEBT OFFERING.  The issuance and sale by the Borrower or the Guarantor
of any debt securities of the Borrower or the Guarantor.                        

DEBT SERVICE.  For any period, the sum of all interest (including     
capitalized interest) and mandatory scheduled principal payments due and        
payable during such period with respect to any Indebtedness excluding any       
balloon payments due upon maturity of any Indebtedness.  For the period prior   
to the date hereof, Debt Service on the Prudential Loan shall be calculated     
by multiplying the outstanding principal balance of the Prudential Loan as of   
May 31, 1995, by 8.62%.  For the purpose of testing compliance with the         
covenants contained in Section 9.2 and Section 9.3 only, Debt Service for       
any fiscal quarter prior to the consolidation of certain Subsidiaries with      
and into Borrower as described in Section 10.13 shall be calculated on the      
basis of the interest rate and the total amount of the Indebtedness as of the   
date of such consolidation.                                                     

DEBT SERVICE COVERAGE AMOUNT.  At any time determined by Agent, an    
amount equal to the maximum principal loan amount which, when bearing           
interest at a rate per annum equal to the greater of (a) the then-current       
annual yield on ten (10) year obligations issued by the United States           
Treasury most recently prior to the date of determination plus two percent      
(2%) and (b) ten percent (10%), and payable based on a twenty-five year         
mortgage style amortization schedule, could be paid by the monthly principal    
and interest payment amount resulting from dividing (x) the quotient obtained   
by dividing an amount equal to (i) the sum of the Net Operating Income from     
an individual Unencumbered Operating Property for the preceding four fiscal     
quarters, MINUS the Capital Improvement Reserve for such Unencumbered           
Operating Property, by (ii) 1.75 by (y) 12.                                     

DEFAULT.  See Section 12.1.                                           

DISTRIBUTION.  The declaration or payment of any dividend or          
distribution on or in respect of any shares of beneficial interest of the       
Borrower or the Guarantor, other than dividends or distributions payable        
solely in equity securities of the Borrower or the Guarantor; the purchase,     
redemption, exchange or other retirement of any shares of beneficial interest   
of the Borrower or the Guarantor, directly or indirectly through a Subsidiary   
of the Borrower or the Guarantor or otherwise, including without limitation,    
the purchase of shares of beneficial interest of the Borrower for cash          
pursuant to the Excepted Holder Agreement (as defined in the definition of      
Indebtedness), but excluding the purchase of shares of beneficial interest of   
the Borrower from executive officers of the Borrower where the only             
consideration for such purchase is the extinguishing of notes made by such      
executive officers and held by the Borrower; the return of                      

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capital by the Borrower to its shareholders as such; or any other distribution  
on or in respect of any shares of beneficial interest of the Borrower or the    
Guarantor, including, without limitation, interest and premium paid on the      
Debentures (as defined in the definition of Indebtedness).                      

DOLLARS or $.  Dollars in lawful currency of the United States of     
America.                                                                        

 DOMESTIC LENDING OFFICE.  Initially, the office of each Bank designated
as such in SCHEDULE 1 hereto; thereafter, such other office of such Bank, if    
any, located within the United States that will be making or maintaining Base   
Rate Loans.                                                                     

DRAWDOWN DATE.  The date on which any Loan is made, and the date on   
which any Loan which is made prior to the Maturity Date is converted or         
combined in accordance with Section 4.1.                                        

 EMPLOYEE BENEFIT PLAN.  Any employee benefit plan within the meaning of
Section 3(3) of ERISA maintained or contributed to by the Borrower or any       
ERISA Affiliate, other than a Multi-employer Plan.                              

ENVIRONMENTAL LAWS.  See Section 6.18(a).                             

  EQUITY OFFERING.  The issuance and sale by the Borrower or the Guarantor
of any equity securities of the Borrower or the Guarantor.                      

 ERISA.  The Employee Retirement Income Security Act of 1974, as amended
and in effect from time to time and any rules and regulations promulgated       
pursuant thereto.                                                               

ERISA AFFILIATE. Any Person which is treated as a single employer with
the Borrower under Section 414 of the Code.                                     

  ERISA REPORTABLE EVENT.  A reportable event with respect to a Guaranteed
Pension Plan within the meaning of Section 4043 of ERISA and the regulations    
promulgated thereunder as to which the requirement of notice has not been       
waived.                                                                         

EUROCURRENCY RESERVE RATE.  For any day with respect to a Eurodollar  
Rate Loan, the maximum rate (expressed as a decimal) at which the Reference     
Bank would be required to maintain reserves under Regulation D of the Board     
of Governors of the Federal Reserve System (or any successor or similar         
regulations relating to such reserve requirements) against "Eurocurrency        
Liabilities" (as that term is used in Regulation D or any successor or          
similar regulation), if such liabilities were outstanding.  The Eurocurrency    
Reserve Rate shall be adjusted automatically on and as of the effective date    
of any change in the Eurocurrency Reserve Rate.                                 

  EURODOLLAR BUSINESS DAY.  Any day on which commercial banks are open for
international business (including dealings in Dollar deposits) in London or     
such other eurodollar interbank                                                 

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market as may be selected by the Agent in its sole discretion acting in good    
faith.                                                                          

EURODOLLAR LENDING OFFICE.  Initially, the office of each Bank        
designated as such in SCHEDULE 1 hereto; thereafter, such other office of       
such Bank, if any, that shall be making or maintaining Eurodollar Rate Loans.   

EURODOLLAR RATE.  For any Interest Period with respect to a Eurodollar
Rate Loan, the rate per annum equal to the sum of (a) the quotient (rounded     
upwards to the nearest 1/16 of one percent) of (i) the rate at which the        
Reference Bank's Eurodollar Lending Office is offered Dollar deposits two       
Eurodollar Business Days prior to the beginning of such Interest Period in      
whatever interbank eurodollar market may be selected by the Reference Bank in   
its sole discretion, acting in good faith, for delivery on the first day of     
such Interest Period for the number of days comprised therein and in an         
amount comparable to the amount of the Eurodollar Rate Loan to which such       
Interest Period applies (based upon Telerate quotes, page 3750, or such other   
page as contains the same information as contained on page 3750), divided by    
(ii) a number equal to 1.00 minus the Eurocurrency Reserve Rate; and (b) one    
and seven-tenths percent (1.7%).                                                

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

EVENT OF DEFAULT.  See Section 12.1.                                  

EXTENSION REQUEST.  See Section 2.8.                                  

 FEDERAL FUNDS EFFECTIVE RATE.  For any day, the rate per annum equal to
the weighted average of the rates on overnight Federal funds transactions       
with members of the Federal Reserve System arranged by Federal funds brokers,   
as published for such day (or, if such day is not a Business Day, for the       
next preceding Business Day) by the Federal Reserve Bank of New York, or, if    
such rate is not so published for any day that is a Business Day, the average   
of the quotations for such day on such transactions received by the Agent       
from three Federal funds brokers of recognized standing selected by the Agent.  

FNBB.  The First National Bank of Boston.                             

  FUNDING CAP.  The limit on the aggregate amount of Outstanding Loans and
Outstanding Letters of Credit (including Letters of Credit accepted but         
unpaid), as in effect from time to time.  As of the date of this Agreement,     
the Funding Cap is $50,000,000.00 ($16,666,666.67 for each Bank).  For each     
additional $1,000,000.00 of gross proceeds received by the Borrower from an     
Equity Offering subsequent to March 1, 1996 (and over and above the             
$35,000,000.00 in gross proceeds which was a condition to the closing under     
the Original Agreement), the Funding Cap shall be increased by $1,000,000.00,   
up to, but not in excess of the Total Commitment of $75,000,000.00.  Prior to   
an increase in the Funding Cap, the Borrower shall provide to the Agent         
evidence reasonably satisfactory to the Majority Banks the amount of gross      
proceeds                                                                        

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received from any such Equity Offering.                                         

FUNDS FROM OPERATIONS.  With respect to any Person for any fiscal     
period, an amount equal to the Net Income (or Deficit) of such Person           
computed in accordance with generally accepted accounting principles,           
excluding financing costs and gains (or losses) from debt restructuring and     
sales of property, PLUS depreciation and amortization and other non-cash        
items, PLUS the amortized portion of the Initial Loan Fees for such fiscal      
period (excluding amortization of loan fees not constituting Initial Loan       
Fees).                                                                          

GENERALLY ACCEPTED ACCOUNTING PRINCIPLES.  Principles that are (a)    
consistent with the principles promulgated or adopted by the Financial          
Accounting Standards Board and its predecessors, as in effect from time to      
time and (b) consistently applied with past financial statements of the         
Borrower or any of its Subsidiaries adopting the same principles; PROVIDED      
that a certified public accountant would, insofar as the use of such            
accounting principles is pertinent, be in a position to deliver an              
unqualified opinion (other than a qualification regarding changes in            
generally accepted accounting principles) as to financial statements in which   
such principles have been properly applied.                                     

  GROSS CASH RECEIPTS.  Gross Cash Receipts shall mean with respect to any
parcel of Real Estate the sum of cash recorded during any period by or for      
the account of the Borrower or the Guarantor in payment of the following        
items:                                                                          

(b)   Rentals, including minimum or base rent, percentage rent, and 
  rent attributable to recovery of tenant improvements costs
           received from tenants occupying space in such parcel of Real Estate
          during such period (prepaid rentals shall be treated in accordance
with generally accepted accounting principles);         

(c)   All amounts paid by tenants to the Borrower or the            
    Guarantor under Leases with respect to taxes and assessments
    imposed on such parcel of Real Estate or in reimbursement of
operating expenses;                                     

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

     (e)   Receipts from vending machines, recreational facilities and any and
      all other operating revenues received from such parcel of Real
Estate.                                                 

In the event that the Borrower or the Guarantor receives a            
payment of Gross Cash Receipts other than on a monthly basis, then              
for the purposes of determining the Gross Cash Receipts for a four              
quarter period (a "Determination Period"), only the amount of such              
payment which relates to the Determination Period (as opposed to a              
period either before or after the Determination Period) shall be                
included in the calculation of Gross Cash Receipts for such period.             

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  Any payment of Gross Cash Receipts received from a tenant of a parcel of
Real Estate which is delinquent shall not be included as Gross Cash Receipts    
until all delinquencies relating to such tenant for any prior periods have      
been paid in full.  Gross Cash Receipts shall not include any amounts payable   
by tenants holding over pursuant to expired or terminated Leases, nor any       
amounts paid by tenants as late charges, default interest or such other         
similar charges.                                                                

  If the Borrower or the Guarantor shall receive cash by reason of fire or
other casualty insurance proceeds, proceeds of rental, loss or business         
interruption insurance (except to the extent that such proceeds replace the     
rental payments which otherwise would have been due to the Borrower or the      
Guarantor from tenants of a parcel of Real Estate), the forfeiting by tenants   
of security or other deposits or payments made by tenants to cancel their       
Leases or the recovery by the Borrower or the Guarantor of future rentals       
under Leases (regardless of whether or not discounted to present value), or a   
taking by eminent domain, a loan or advance, a sale, transfer, assignment or    
other disposition of any part of a parcel of Real Estate or any interest        
therein, or any other items of income which are extraordinary or of a           
non-recurring nature, such amounts shall not be included in Gross Cash          
Receipts.                                                                       

Except as otherwise provided herein, Gross Cash Receipts shall be     
determined on the basis of generally accepted accounting principles applied     
on a consistent basis.                                                          

GROSS RENTABLE AREA.  With respect to any portion of the Real Estate, 
the floor area of a Building (exclusive of common areas) available for          
leasing to tenants determined in accordance with the Rent Roll for such Real    
Estate, the manner of such determination to be consistent for all Real Estate   
unless otherwise approved by the Agent.                                         

GUARANTEED PENSION PLAN.  Any employee pension benefit plan within the
meaning of Section 3(2) of ERISA maintained or contributed to by the            
Borrower or any ERISA Affiliate the benefits of which are guaranteed on         
termination in full or in part by the PBGC pursuant to Title IV of ERISA,       
other than a Multi-employer Plan.                                               

HAZARDOUS SUBSTANCES.  See Section 6.18(b).                           

GUARANTOR.  DFW Nine, A California Limited Partnership, a California  
limited partnership, having a usual place of business at c/o Meridian           
Industrial Trust, Inc., 455 Market Street, 17th Floor, San Francisco,           
California 94105.                                                               

GUARANTY.  The Unconditional Guaranty of Payment and Performance dated
February 26, 1996 made by the Guarantor in favor of Agent and the Banks, as     
modified by that certain First Amendment to Unconditional Guaranty of Payment   
and Performance dated of even date herewith, and  as the same may be modified   
or amended hereafter, such Guaranty to be in form and substance satisfactory    
to the Agent.                                                                   

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INDEBTEDNESS.  All obligations, contingent and otherwise, that in     
accordance with generally accepted accounting principles should be classified   
upon the obligor's balance sheet as liabilities, or to which reference should   
be made by footnotes thereto, including in any event and whether or not so      
classified:  (a) all debt and similar monetary obligations, whether direct or   
indirect (including, without limitation, any obligations evidenced by bonds,    
debentures, notes or similar debt instruments); (b) all liabilities secured     
by any mortgage, pledge, security interest, lien, charge or other encumbrance   
existing on property owned or acquired subject thereto, whether or not the      
liability secured thereby shall have been assumed; (c) all guarantees,          
endorsements and other contingent obligations whether direct or indirect in     
respect of indebtedness of others, including any obligation to supply funds     
to or in any manner to invest directly or indirectly in a Person, to purchase   
indebtedness, or to assure the owner of indebtedness against loss through an    
agreement to purchase goods, supplies or services for the purpose of enabling   
the debtor to make payment of the indebtedness held by such owner or            
otherwise, and the obligation to reimburse the issuer in respect of any         
letter of credit; (d) all obligations to purchase under agreements to           
acquire, or otherwise to contribute money with respect to, properties under     
"development" within the meaning of Section 8.9; (e) a Person's pro rata        
share of any of the above-described obligations of its unconsolidated           
affiliates; and (f) all amounts available to be drawn under Letters of          
Credit; PROVIDED, HOWEVER, that with respect to the conversion of certain       
preferred stock of the Borrower into debentures of the Borrower (the            
"Debentures") pursuant to that certain Excepted Holder Agreement to be          
entered into between the Borrower and State Street Bank and Trust Company, as   
Trustee for Ameritech Pension Trust ("Ameritech"), and that certain letter      
agreement (the "Letter Agreement") dated December 29, 1995, between the         
Borrower and Ameritech, such Debentures shall be excluded from the definition   
of Indebtedness for the purposes of this Agreement upon the approval by the     
Banks of each and every term of the Debentures in the exercise of their sole    
discretion, including, without limitation, the terms of the subordination of    
such Debentures to payment of the Loans and all renewals, modifications and     
extensions thereof, and provided further that Ameritech shall enter into a      
subordination and standstill agreement in form and substance satisfactory to    
the Banks in their sole discretion.                                             

 INITIAL LOAN FEES.  The fees payable by the Borrower in connection with
the closing of the transactions contemplated by the Original Credit             
Agreement, this Agreement and the restructure of the Prudential Loan            
completed on May 31, 1995, including any and all fees paid or which may be      
paid by the Borrower after such date in connection with collateralizing or      
modifying the collateralization of the Prudential Loan pursuant to such         
restructuring.                                                                  

INITIAL UNENCUMBERED OPERATING PROPERTIES.  The Unencumbered Operating
Properties described on SCHEDULE 2 attached hereto.                             

 INTEREST PAYMENT DATE.  As to each Loan, the first day of each calendar
month during the term of such Loan and with respect to each Eurodollar Rate     
Loan, the last day of each Interest Period during the term of such Eurodollar   
Rate Loan.                                                                      

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INTEREST PERIOD.  With respect to each Eurodollar Rate Loan (a)       
initially, the period commencing on the Drawdown Date of such Loan and ending   
one, two, three or six months thereafter, and (b) thereafter, each period       
commencing on the day following the last day of the next preceding Interest     
Period applicable to such Loan and ending on the last day of one of the         
periods set forth above, as selected by the Borrower in a Conversion Request;   
PROVIDED that all of the foregoing provisions relating to Interest Periods      
are subject to the following:                                                   

(A) if any Interest Period with respect to a Eurodollar Rate Loan     
would otherwise end on a day that is not a Eurodollar Business Day, that        
Interest Period shall end and the next Interest Period shall commence on the    
next preceding or succeeding Eurodollar Business Day as determined              
conclusively by the Reference Bank in accordance with the then current bank     
practice in the applicable eurodollar interbank market;                         

(B) if the Borrower shall fail to give notice as provided in          
Section 4.1, the Borrower shall be deemed to have requested a conversion of     
the affected Eurodollar Rate Loan to a Base Rate Loan on the last day of the    
then current Interest Period with respect thereto; and                          

(C) no Interest Period relating to any Eurodollar  Rate Loan shall    
extend beyond the Maturity Date.                                                

INVESTMENTS.  With respect to any Person, all shares of capital stock,
evidences of Indebtedness and other securities issued by any other Person,      
all loans, advances, or extensions of credit to, or contributions to the        
capital of, any other Person, all purchases of the securities or business or    
integral part of the business of any other Person and commitments and options   
to make such purchases, all interests in real property, and all other           
investments; PROVIDED, HOWEVER, that the term "Investment" shall not include    
(i) equipment, inventory and other tangible personal property acquired in the   
ordinary course of business, or (ii) current trade and customer accounts        
receivable for services rendered in the ordinary course of business and         
payable in accordance with customary trade terms.  In determining the           
aggregate amount of Investments outstanding at any particular time:  (a) the    
amount of any investment represented as a guaranty shall be taken at not less   
than the principal amount of the obligations guaranteed and still               
outstanding; (b) there shall be included as an Investment all interest          
accrued with respect to Indebtedness constituting an Investment unless and      
until such interest is paid; (c) there shall be deducted in respect of each     
such Investment any amount received as a return of capital (but only by         
repurchase, redemption, retirement, repayment, liquidating dividend or          
liquidating distribution); (d) there shall not be deducted in respect of any    
Investment any amounts received as earnings on such Investment, whether as      
dividends, interest or otherwise, except that accrued interest included as      
provided in the foregoing clause (b) may be deducted when paid; and (e) there   
shall not be deducted from the aggregate amount of Investments any decrease     
in the value thereof.                                                           

LEASES.  Leases, licenses and agreements whether written or oral,     
relating to the use or                                                          

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occupation of space in the Building or on the Real Estate by persons other      
than the Borrower or the Guarantor.                                             

LETTER OF CREDIT.  A standby letter of credit which is payable upon   
presentation of a sight draft and other documents, as originally issued         
pursuant to this Agreement or as amended, modified, extended, reviewed or       
supplemented.                                                                   

LETTER OF CREDIT REQUEST.  See Section 2.9.                           

LIENS.  See Section 8.2.                                              

LOAN DOCUMENTS.  This Agreement, the Notes, the Guaranty and all other
documents, instruments or agreements executed or delivered by or on behalf of   
the Borrower or the Guarantor evidencing or securing the Loans.                 

LOAN REQUEST.  See Section 2.6.                                       

 LOANS.  The aggregate Loans to be made by the Banks hereunder.  Amounts
drawn under a Letter of Credit shall also be considered Loans as provided in    
Section 2.9(f).                                                                 

MAJORITY BANKS.  As of any date, the Agent and the Bank or Banks whose
aggregate Commitment Percentage is equal to or greater than the percentage      
required to approve such matter as set forth in that certain Intercreditor      
Agreement dated of even date herewith among the Banks, and as disclosed by      
the Agent to the Borrower from time to time.                                    

MATURITY DATE. February 26, 1998, as the same may be extended as      
provided in Section 2.8 or such earlier date on which the Loans shall become    
due and payable pursuant to the terms hereof.                                   

MULTI-EMPLOYER PLAN.  Any Multi-employer plan within the meaning of   
Section 3(37) of ERISA maintained or contributed to by the Borrower or any      
ERISA Affiliate.                                                                

NET CAPITAL EXPENDITURES.  With respect to any Person or asset for any
fiscal period, an amount equal to the amount of capital expenditures incurred   
by such Person or with respect to such asset during such fiscal period          
determined in accordance with generally accepted accounting principles.         

NET INCOME (OR DEFICIT).  With respect to any Person (or any asset of 
any Person) for any fiscal period, the net income (or deficit) of such Person   
(or attributable to such asset), after deduction of all expenses, taxes and     
other proper charges, determined in accordance with generally accepted          
accounting principles.  For the purpose of testing compliance with the          
covenants contained in Section  9.2 and Section  9.3 only, overhead and         
other expenses for any fiscal quarter prior to the consolidation of certain     
Subsidiaries with and into the Borrower as described in                         

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Section 10.13 shall be in an amount equal to the quarterly pro forma          
overhead and expenses for the first year following such consolidation as        
approved by the Agent.                                                          

 NET OPERATING INCOME.  During any period for any parcel of Real Estate,
the sum of (a) Gross Cash Receipts from such parcel of Real Estate less (b)     
Operating Expenses for such parcel of Real Estate.                              

NON-RECOURSE INDEBTEDNESS.  Indebtedness of the Borrower or any       
Subsidiary which is secured by one or more parcels of Real Estate and related   
personal property or interests therein and Short-term Investments and is not    
a general obligation of the Borrower or any Subsidiary, the holder of such      
Indebtedness having recourse solely to the parcels of Real Estate securing      
such Indebtedness, the improvements thereon, related personal property and      
leases thereon, and the rents and profits thereof and the Short-term            
Investments securing such Indebtedness.                                         

NOTES.  See Section 2.4.                                              

NOTICE.  See Section 19.                                              

OBLIGATIONS.  All indebtedness, obligations and liabilities of the    
Borrower to any of the Banks and the Agent, individually or collectively,       
under this Agreement or any of the other Loan Documents or in respect of any    
of the Loans, the Letters of Credit or the Notes, or other instruments at any   
time evidencing any of the foregoing, whether existing on the date of this      
Agreement or arising or incurred hereafter, direct or indirect, joint or        
several, absolute or contingent, matured or unmatured, liquidated or            
unliquidated, secured or unsecured, arising by contract, operation of law or    
otherwise.                                                                      

 OPERATING CASH FLOW.  With respect to any parcel of Real Estate for any
period, an amount equal to Net Operating Income less Net Capital Expenditures.  

OPERATING EXPENSES.  With respect to any parcel of Real Estate during 
any period the sum of the following:                                            

      (a)   All taxes and assessments imposed upon such parcel of Real
             Estate actually paid by or on behalf of the Borrower or the
              Guarantor (to the extent not paid by tenants of the Borrower
         or the Guarantor) during such period in accordance with
               generally accepted accounting principles (or if such taxes or
                 assessments are paid in advance with respect to future periods,
                 such payment shall be amortized over the period covered by such
payment);                                     

   (b)   The amounts paid by or on behalf of the Borrower or the
              Guarantor (to the extent not paid by tenants of the Borrower
               or the Guarantor) in such period in accordance with generally
accepted accounting principles on account of  

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             insurance premiums for insurance carried in connection with
                 such parcel of Real Estate or the Borrower's or the Guarantor's
             ownership and operation thereof, and the deductible amounts
                expended by the Borrower or the Guarantor not reimbursed under
               any such insurance (or if such insurance premiums are paid in
               advance with respect to future periods, such payment shall be
         amortized over the period covered by such payment); and

          (c)   Operating expenses paid by or on behalf of the Borrower or the
       Guarantor in such period for the operation, cleaning,
                 marketing, maintenance and repair of such parcel of Real Estate
           properly chargeable against income according to generally
            accepted accounting principles, including management fees.

For the purposes of this Agreement, Operating Expenses shall not include any    
of the following:                                                               

  (i)   Foreign, U.S., state and local income taxes, franchise
         taxes or other taxes based on the income imposed on the
              Borrower or the Guarantor generally and not as owner of such
parcel of Real Estate;                        

   (ii)  Depreciation and any other non-cash expenditures of the
    Borrower or the Guarantor for income tax purposes;

(iii) Any improvements to such parcel of Real Estate of a 
            capital nature (as determined in accordance with generally
accepted accounting practices);               

    (iv)  Any expense paid or incurred in connection with the sale
         of all or any part of such parcel of Real Estate or any
interest therein;                             

        (v)   All costs, expenses, fees, commissions or other compensation
       paid by or on behalf of the Borrower or the Guarantor
               in connection with the renovation, improvement or development
            of such parcel of Real Estate to the extent treated as Net
Capital Expenditures;                         

   (vi)  Any payment of principal or interest under the Notes or
         other fees or charges payable under this Agreement; and

(vii) The Capital Improvement Reserve.                    

Operating Expenses shall be determined on the basis of sound cash basis         
accounting practices applied on a consistent basis, modified as described       
above.                                                                          

 OUTSTANDING.  With respect to the Loans, the aggregate unpaid principal
thereof as of any                                                               

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date of determination.  With respect to the Letters of Credit, the aggregate    
amount of amounts available to be drawn under Letters of Credit.                

 PBGC.  The Pension Benefit Guaranty Corporation created by Section 4002
of ERISA and any successor entity or entities having similar responsibilities.  

PERMITTED LIENS.  Liens, security interests and other encumbrances    
permitted by Section 8.2.                                                       

  PERSON.  Any individual, corporation, partnership, trust, unincorporated
association, business, or other legal entity, and any government or any         
governmental agency or political subdivision thereof.                           

PROSPECTUS.  The prospectus included in the registration statement on 
Form S-4 of the Borrower dated January 11, 1996 and filed with the SEC.         

  PRUDENTIAL LOAN.  That certain $66,100,000 Non-recourse loan made by The
Prudential Life Insurance Company of America to Borrower as restructured by     
the predecessors in interest of the Borrower on May 31, 1995, as amended on     
December 14, 1995.                                                              

QUALIFYING PROPERTY.  With respect to the Unencumbered Operating      
Properties, an Unencumbered Operating Property meeting all of the following     
requirements at the time of determination: (a) age does not exceed twelve       
(12) years; (b) total Gross Rentable Area is not less than 50,000 square        
feet; (c) use is non-specialized; and (d) at least two of the following three   
characteristics are present: (i) finished out air conditioned office space      
does not exceed twenty percent (20%) of total Gross Rentable Area, (ii)         
ceiling clearance height is not less than twenty-two (22) feet, and (iii) the   
average amount of Gross Rentable Area covered by each Lease is not less than    
20,000 square feet.                                                             

REAL ESTATE.  All real property at any time owned or leased (as lessee
or sublessee) by the Borrower or any of its Subsidiaries.                       

RECORD.  The grid attached to any Note, or the continuation of such   
grid, or any other similar record, including computer records, maintained by    
any Bank with respect to any Loan referred to in such Note.                     

REFERENCE BANK. Agent.                                                

REGISTER.  See Section 18.2.                                          

 REIT STATUS.  With respect to the Borrower, its status as a real estate
investment trust as defined in Section 856(a) of the Code.                      

RELEASE.  See Section 6.18(c)(iii).                                   

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RENT ROLL.  A report prepared and certified by the Borrower or the    
Guarantor, as applicable, showing for each unit its type, location, Gross       
Rentable Area, occupancy status, lease expiration date, market rent, lease      
rent and other information in substantially the form presented to the Banks     
prior to the date hereof or in such other form as may have been approved by     
the Agent, such approval not to be unreasonably withheld.                       

SEC.  The federal Securities and Exchange Commission.                 

SHORT-TERM INVESTMENTS.  Investments described in subsections (a)     
through (g), inclusive, of Section 8.3.                                         

STATE.  A state of the United States of America.                      

 SUBSIDIARY.  Any corporation, association, partnership, trust, or other
business entity of which the designated parent shall at any time own directly   
or indirectly through a Subsidiary or Subsidiaries at least a majority (by      
number of votes or controlling interests) of the outstanding Voting Interests.  

TEST PERIOD.  See Section 9.2.                                        

  TOTAL COMMITMENT.  The sum of the Commitments of the Banks, as in effect
from time to time.                                                              

TYPE.  As to any Loan, its nature as a Base Rate Loan or a Eurodollar 
Rate Loan.                                                                      

UNENCUMBERED OPERATING PROPERTIES.  Real Estate which is owned one    
hundred percent (100%) in fee simple by the Borrower and the Guarantor and      
which satisfies all of the following conditions:                                

       (a) each of the Unencumbered Operating Properties shall be free and
clear of all Liens other than Liens permitted in Section  8.2(ii) and (iv);     

       (b) to the best of the Borrower's knowledge and belief, none of the
Unencumbered Operating Properties shall have any material environmental,        
structural, title, survey or other defects that would give rise to a            
materially adverse effect as to the value, use of or ability to sell or         
refinance such property; and                                                    

   (c) each of the Unencumbered Operating Properties shall consist
solely of Real Estate (i) which is fully operational and (ii) with respect to   
which valid certificates of occupancy for all Buildings thereon have been       
issued and are in full force and effect;                                        

Notwithstanding anything herein to the contrary, Unencumbered Operating         
Properties shall only                                                           

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be owned by the Guarantor to the extent necessary to reduce or minimize         
franchise or other similar taxes computed with respect to the ownership         
and/or operation of the Unencumbered Operating Properties.                      

  VOTING INTERESTS.  Stock or similar ownership interests, of any class or
classes (however designated), the holders of which are at the time entitled,    
as such holders, (a) to vote for the election of a majority of the directors    
(or persons performing similar functions) of the corporation, association,      
partnership, trust or other business entity involved, or (b) to control,        
manage, or conduct the business of the corporation, partnership, association,   
trust or other business entity involved.                                        

Section 1.2.  RULES OF INTERPRETATION.                                

    (a)  A reference to any document or agreement shall include such
document or agreement as amended, modified or supplemented from time to time    
in accordance with its terms and the terms of this Agreement.                   

     (b)  The singular includes the plural and the plural includes the
singular.                                                                       

      (c)  A reference to any law includes any amendment or modification
to such law.                                                                    

    (d)  A reference to any Person includes its permitted successors
and permitted assigns.                                                          

(e)  Accounting terms not otherwise defined herein have the 
meanings assigned to them by generally accepted accounting principles applied   
on a consistent basis by the accounting entity to which they refer.             

(f)  The words "include", "includes" and "including" are not
limiting.                                                                       

(g)  The words "approval" and "approved", as the context so 
determines, means an approval in writing given to the party seeking approval    
after full and fair disclosure to the party giving approval of all material     
facts necessary in order to determine whether approval should be granted.       

  (h)  All terms not specifically defined herein or by generally
accepted accounting principles, which terms are defined in the Uniform          
Commercial Code as in effect in the Commonwealth of Massachusetts, have the     
meanings assigned to them therein.                                              

       (i)  Reference to a particular "Section", refers to that section of
this Agreement unless otherwise indicated.                                      

    (j)  The words "herein", "hereof", "hereunder" and words of like
import shall                                                                    

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refer to this Agreement as a whole and not to any particular section or         
subdivision of this Agreement.                                                  

Section 2.  THE REVOLVING CREDIT FACILITY.                            

Section 2.1.  COMMITMENT TO LEND.  Subject to the terms and conditions
set forth in this Agreement, each of the Banks severally agrees to lend to      
the Borrower, and the Borrower may borrow (and repay and reborrow) from time    
to time between the Closing Date and the Maturity Date upon notice by the       
Borrower to the Agent given in accordance with Section 2.6, such sums as are    
requested by the Borrower for the purposes set forth in Section 7.11 up to a    
maximum aggregate principal amount Outstanding (after giving effect to all      
amounts requested and the amount of Letters of Credit Outstanding, including    
Letters of Credit accepted but unpaid) at any one time equal to such Bank's     
Commitment (as limited by each Bank's Commitment Percentage of the Funding      
Cap), PROVIDED, that, in all events no Default or Event of Default shall have   
occurred and be continuing; and PROVIDED, FURTHER, that the Outstanding         
principal amount of the Loans (after giving effect to all amounts requested     
and the amount of Letters of Credit Outstanding, including Letters of Credit    
accepted but unpaid) shall not at any time exceed the Total Commitment (as      
limited by the Funding Cap) or cause a violation of the covenant set forth in   
Section 9.4.  The Loans shall be made PRO RATA in accordance with each          
Bank's Commitment Percentage.  The funding of a Loan hereunder shall            
constitute a representation and warranty by the Borrower that all of the        
conditions set forth in Section 10 and Section 11, in the case of the           
initial Loan, and Section 11, in the case of all other Loans, have been         
satisfied on the date of such funding. Notwithstanding anything to the          
contrary contained in this Agreement, the aggregate amount of Outstanding       
Loans and Outstanding Letters of Credit (including Letters of Credit accepted   
but unpaid) shall not exceed the Funding Cap.                                   

Section 2.2.  FACILITY FEE.  The Borrower agrees to pay to the Agent  
for the accounts of the Banks in accordance with their respective Commitment    
Percentages a facility fee calculated at the rate of one-fourth of one          
percent (0.25%) per annum on the average daily amount by which the Total        
Commitment exceeds the Outstanding principal amount of Loans and the amount     
of Outstanding Letters of Credit (including Letters of Credit accepted but      
unpaid) during each calendar quarter or portion thereof commencing on the       
Closing Date and ending on the Maturity Date, provided, however, that in the    
event for any quarter the ratio (expressed as a percentage) of (a) the          
average daily amount of the Outstanding principal amount of the Loans and the   
amount of Outstanding Letters of Credit (including Letters of Credit accepted   
but unpaid) during such quarter to (b) the Total Commitment is greater than     
sixty-five percent (65%), then the facility fee shall be calculated at the      
rate of three-twentieths of one percent (0.15%) for such quarter.  The          
facility fee shall be payable quarterly in arrears on the last day of each      
calendar quarter for such calendar quarter or portion thereof, with a final     
payment on the Maturity Date.                                                   

Section 2.3.  INTENTIONALLY OMITTED.                                  

Section 2.4.  NOTES.  The Loans shall be evidenced by separate        
promissory notes of the Borrower                                                

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in substantially the form of EXHIBIT A hereto (collectively, the "Notes"),      
dated the date of this Agreement and completed with appropriate insertions.     
One Note shall be payable to the order of each Bank in the principal face       
amount equal to such Bank's Commitment and shall be payable  as set forth       
below.  The Borrower irrevocably authorizes each Bank to make or cause to be    
made, at or about the time of the Drawdown Date of any Loan or at the time of   
receipt of any payment of principal thereof, an appropriate notation on such    
Bank's Record reflecting the making of such Loan or (as the case may be) the    
receipt of such payment.  The Outstanding amount of the Loans set forth on      
such Bank's Record shall be PRIMA FACIE evidence of the principal amount        
thereof owing and unpaid to such Bank, but the failure to record, or any        
error in so recording, any such amount on such Bank's Record shall not limit    
or otherwise affect the obligations of the Borrower hereunder or under any      
Note to make payments of principal of or interest on any Note when due.         

By delivery of the Notes, there shall not be deemed to have occurred, and       
there has not otherwise occurred, any payment, satisfaction or novation of      
the indebtedness evidence by the "Notes" as defined in the Original Credit      
Agreement, which indebtedness is instead allocated among the Banks as of the    
date hereof and evidenced by the Notes in accordance with their respective      
Commitment Percentages.                                                         

Section 2.5.  INTEREST ON LOANS.                                      

(a)  Each Base Rate Loan shall bear interest for the period 
commencing with the Drawdown Date thereof and ending on the date on which       
such Base Rate Loan is repaid or converted to a Eurodollar Rate Loan at the     
rate per annum equal to the Base Rate.                                          

     (b)  Each Eurodollar Rate Loan shall bear interest for the period
commencing with the Drawdown Date thereof and ending on the last day of the     
Interest Period with respect thereto at the rate per annum equal to the sum     
of the Eurodollar Rate determined for such Interest Period.                     

      (c)  The Borrower promises to pay interest on each Loan in arrears
on each Interest Payment Date with respect thereto.                             

      (d)  Base Rate Loans and Eurodollar Rate Loans may be converted to
Loans of the other Type as provided in Section 4.1.                             

Section 2.6.  REQUESTS FOR LOANS.  Except with respect to the initial 
Loan, the Borrower (i) shall notify the Agent of a potential request for a      
Loan as soon as possible but not less than five (5) Business Days prior to      
the Borrower's proposed Drawdown Date, and (ii) shall give to the Agent         
written notice in the form of EXHIBIT B hereto (or telephonic notice            
confirmed in writing in the form of EXHIBIT B hereto) of each Loan requested    
hereunder (a "Loan Request") no less than three (3) Business Days prior to      
the proposed Drawdown Date.  The Agent shall promptly notify each of the        
Banks following the receipt of a Loan Request, but in any event not less than   
three (3) Business Days prior to the proposed Drawdown Date.  Borrower shall    
not make a Loan                                                                 

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Request more frequently than three (3) times each month.  Each such notice      
shall specify with respect to the requested Loan the proposed principal         
amount, Drawdown Date, Interest Period (if applicable) and Type.  Each such     
notice shall also contain (i) a statement as to the purpose for which such      
advance shall be used (which purpose shall be in accordance with the terms of   
Section 7.11), (ii) a certification by an Authorized Officer of the Borrower    
and the Guarantor that since the date of the last Compliance Certificate        
delivered under this Agreement, there have been no material changes in the      
matters certified in such Compliance Certificate that could cause a Default     
or Event of Default to occur after giving effect to the making of such Loan,    
and (iii) a certification by an Authorized Officer of the Borrower that the     
Borrower is and will be in compliance with Section 9.4 after giving effect      
to the making of such Loan.  Promptly upon receipt of any such notice, the      
Agent shall notify each of the Banks thereof.  Except as provided in this       
Section 2.6, each such Loan Request shall be irrevocable and binding on the     
Borrower and shall obligate the Borrower to accept the Loan requested from      
the Banks on the proposed Drawdown Date, provided that, in addition to the      
Borrower's other remedies against any Bank which fails to advance its           
proportionate share of a requested Loan, such Loan Request may be revoked by    
the Borrower by notice received by the Agent no later than the Drawdown Date    
if any Bank fails to advance its proportionate share of the requested Loan in   
accordance with the terms of this Agreement, provided further that the          
Borrower shall be liable in accordance with the terms of this Agreement to      
any Bank which is prepared to advance its proportionate share of the            
requested Loan for any costs, expenses or damages incurred by such Bank as a    
result of the Borrower's election to revoke such Loan Request (including,       
without limitation, the items described in Section  4.8, as applicable, but     
not including any damages for lost interest earnings as a result of such Loan   
not being made).  Nothing herein shall prevent the Borrower from seeking        
recourse against any Bank that fails to advance its proportionate share of a    
requested Loan as required by this Agreement.  The Borrower may without cost    
or penalty revoke a Loan Request by delivering notice thereof to each of the    
Banks no later than three (3) Business Days prior to the Drawdown Date.  Each   
Loan Request shall be (a) for a Base Rate Loan in a minimum aggregate amount    
of $1,000,000 or an integral multiple of $100,000 in excess thereof, or (b)     
for a Eurodollar Rate Loan in a minimum aggregate amount of $1,000,000 or an    
integral multiple of $100,000 in excess thereof; PROVIDED, HOWEVER, that        
there shall be no more than five (5) Eurodollar Rate Loans outstanding at any   
one time.                                                                       

Section 2.7.  FUNDS FOR LOANS.  Not later than 2:00 p.m. (Boston time)
on the proposed Drawdown Date of any Loans, each of the Banks will make         
available to the Agent, at the Agent's Head Office, in immediately available    
funds, the amount of such Bank's Commitment Percentage of the amount of the     
requested Loans which may be disbursed pursuant to Section 2.1.  Upon           
receipt from each Bank of such amount, and upon receipt of the documents        
required by Section 10 and Section 11 and the satisfaction of the other         
conditions set forth therein, to the extent applicable, the Agent will make     
available to the Borrower the aggregate amount of such Loans made               
available to the Agent by the Banks by crediting such amount to the account     
of the Borrower maintained at the Agent's Head Office.  The failure or          
refusal of any Bank to make available to the Agent at the aforesaid time and    
place on any Drawdown Date the amount of its Commitment Percentage of the       
requested Loans shall not relieve any other Bank from its several obligation    
hereunder to make available to the Agent by the Banks by crediting such         
amount to the account of the Borrower maintained at the Agent's Head Office.    
The failure or refusal of any Bank to make available to the Agent at the        
aforesaid time and place on any Drawdown Date the amount of its Commitment      
Percentage of the requested Loans shall not relieve any other Bank from its     
serveral obligationa hereunder to make                                          

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available to the Agent the amount of such other Bank's Commitment Percentage    
of any requested Loans, including any additional Loans that may be requested    
subject to the terms and conditions hereof to provide funds to replace those    
not advanced by the Bank so failing or refusing, provided that the Borrower     
may by notice received by the Agent no later than the Drawdown Date refuse to   
accept any Loan which is not fully funded in accordance with the Borrower's     
Loan Request subject to the terms of Section 2.6.  In the event of any such     
failure or refusal, the Banks not so failing or refusing shall be entitled to   
a priority position as against the Bank or Banks so failing or refusing for     
such Loans as provided in Section 12.5.                                         

Section 2.8.  EXTENSION OF MATURITY DATE.                           

       (a)   The Borrower has requested the ability to extend the Maturity
Date.  The Borrower acknowledges and agrees that the Banks have no agreement or 
obligation to extend the Maturity Date.  Notwithstanding the foregoing, the     
Borrower and the Banks have agreed upon the following procedure with respect to 
requests by the Borrower to extend the Maturity Date:                           

        (i)   The Borrower may request that the Banks extend the
     Maturity Date by one (1) year.  If the Borrower desires to request that the
Maturity Date be extended by one (1) year, the Borrower shall deliver 
written notice of such request to the Agent not earlier than the first
     anniversary of the Closing Date and not later than the date which is ninety
(90) days prior to the then effective Maturity Date (an "Extension    
  Request").  The Agent shall provide a copy of such notice to each of the
   Banks within ten (10) days after the Agent's receipt of such notice.  The
     Banks shall notify the Agent within forty-five (45) days of receipt of such
     notice from the Agent of such Bank's approval or rejection of the Extension
    Request.  No Extension Request shall be deemed approved unless approved by
all of the Banks, which approval may be granted or withheld in each   
Bank's sole and absolute discretion.  In the event that a Bank        
shall fail to respond in writing to the Agent within such forty-five  
   (45) day period, such Bank shall be deemed to have rejected the Extension
 Request.  The Agent shall promptly notify the Borrower of the responses
received from the Banks with respect to the Extension Request.        

         (ii)   If the Extension Request is approved by all of the
Banks as provided in Section 2.8(a)(i), the Borrower shall retain the 
 right to request further one (1) year extensions in the manner provided
in this Section 2.8(a).                                               

(b)   In the event that an Extension Request is approved as 
provided in Section 2.8(a), each and every such approval shall be               
conditioned upon satisfaction of the following conditions precedent, which      
terms shall be in addition to any terms and conditions which may be required    
by the Banks as a condition to the approval of the Extension Request and must   
be satisfied prior to the effectiveness of any extension of the Maturity Date:  

            (i)   PAYMENT OF EXTENSION FEE.  Within fifteen (15) days of
approval of the Extension Request by all of the Banks (but in no event  
later than the Maturity Date as                                         

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determined without regard to such extension), the Borrower            
     shall pay to the Agent for the PRO RATA accounts of the Banks in accordance
with their respective Commitment Percentages an extension fee equal to
one-fifth of one percent (0.2%) of the Total Commitment, which fee    
shall,  when paid, be fully earned and non-refundable under any       
circumstances.                                                        

              (ii)   NO DEFAULT.  On the date the Extension Request is given
   and on the Maturity Date (as determined without regard to such extension)
there shall exist no Default or Event of Default.                     

               (iii)  REPRESENTATIONS AND WARRANTIES.  The representations and
   warranties made by the Borrower or the Guarantor in the Loan Documents or
     otherwise made by or on behalf of the Borrower, the Guarantor or any of the
   Borrower's Subsidiaries in connection therewith or after the date thereof
 shall have been true and correct in all material respects when made and
 shall also be true and correct in all material respects on the Maturity
Date (as determined without regard to such extension) other than for  
     changes in the ordinary course of business permitted by this Agreement that
     have not had any materially adverse affect on the business of the Borrower,
the Guarantor or any of the Borrower's Subsidiaries.                  

Section 2.9.  LETTERS OF CREDIT.                                      

(a)  Subject to the terms and conditions set forth in this  
Agreement, at any time and from time to time from the Closing Date through      
the day that is thirty (30) days prior to the Maturity Date, the Agent shall    
issue such Letters of Credit as the Borrower may request, for the purposes      
provided in Section 7.11, upon the delivery of a written request in the form    
of EXHIBIT C hereto (a "Letter of Credit Request") to the Agent, PROVIDED       
that (i) upon issuance of such Letter of Credit, the sum of all Outstanding     
Loans plus Outstanding Letters of Credit (including Letters of Credit           
accepted but unpaid) shall not exceed the Funding Cap, (ii) upon issuance of    
such Letter of Credit, the Outstanding Letters of Credit (including Letters     
of Credit accepted but unpaid) shall not exceed Six Million Dollars             
($6,000,000.00), (iii) the conditions set forth in Section 10 and 11 shall      
have been satisfied, and (iv) in no event shall any amount drawn under a        
Letter of Credit be available for reinstatement or a subsequent drawing under   
such Letter of Credit.  The Borrower assumes all risks with respect to the      
use of the Letters of Credit.  Unless the Agent and the Majority Banks          
otherwise consent, the term of any Letter of Credit shall not exceed the        
lesser of twelve (12) months or a period of time commencing on the issuance     
of the Letter of Credit and ending on the date which is fifteen (15) days       
prior to the Maturity Date (but in any event the term shall not extend beyond   
the Maturity Date), and no Letter of Credit shall contain an automatic          
extension or renewal clause.  The amount available to be drawn under any        
Letter of Credit shall reduce on a dollar for dollar basis the amount           
available to be drawn under the Total Commitment (as limited by the Funding     
Cap) as a Loan.                                                                 
(b)  Each Letter of Credit Request shall be               
submitted to the Agent at least ten (10) Business Days prior to the date upon   
which the requested Letter of Credit is to be issued.                           

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Following the receipt of a Letter of Credit Request, the Agent shall promptly   
notify each of the Banks of the Letter of Credit Request.  Each such Letter     
of Credit Request shall contain (i) a statement as to the purpose for which     
such Letter of Credit shall be used (which purpose shall be in accordance       
with the terms of Section 7.11), (ii) a certification by an Authorized          
Officer of the Borrower that the Borrower is and will be in compliance with     
all covenants under the Loan Documents after giving effect to the issuance of   
such Letter of Credit, and (iii) a certification by an Authorized Officer of    
the Borrower that the Borrower is and will be in compliance with                
Section 7.15 after giving effect to the issuance of the Letter of Credit.       
The Borrower shall further deliver to the Agent such additional applications    
and documents as the Agent may require, in conformity with the then standard    
practices of its letter of credit department, in connection with the issuance   
of such Letter of Credit; provided that in the event of any conflict, the       
terms of this Agreement shall control.                                          

      (c)   The Agent shall, if it approves of the content of the Letter
of Credit Request (which approval shall not be unreasonably withheld), and      
subject to the conditions set forth in this Agreement, issue the Letter of      
Credit on or before ten (10) Business Days following receipt of the documents   
last due pursuant to Section 2.9(b).  Each Letter of Credit shall be in form    
and substance satisfactory to the Agent in its sole discretion.  Upon           
issuance of a Letter of Credit, the Agent shall provide copies of each Letter   
of Credit to the Banks.                                                         

     (d)   Upon the issuance of a Letter of Credit, each Bank shall be
deemed to have purchased a participation therein from Agent in an amount equal  
to its respective Commitment Percentage of the amount of such Letter of Credit. 

        (e)   Upon the issuance of each Letter of Credit, the Borrower shall
pay to the Agent (i) for its own account, a Letter of Credit fee calculated at  
the rate of one-half of one percent (0.5%) per annum of the amount available to 
be drawn under such Letter of Credit (which fee shall not be less than $1,000.00
in any event), and (ii) for the accounts of the Banks in accordance with their  
respective percentage shares of participation in such Letter of Credit, a Letter
of Credit fee calculated at the rate of one and one-fifth percent (1.2%) per    
annum of the amount available to be drawn under such Letter of Credit.  Such    
fees shall be payable in quarterly installments in advance with respect to each 
Letter of Credit commencing on its date of issuance and continuing on each      
quarter thereafter, as applicable.                                              

  (f)   If and to the extent that any amounts are drawn upon any
Letter of Credit, the amounts so drawn shall, from the date of payment          
thereof by the Agent, be considered Loans for all purposes hereunder bearing    
interest as provided in Section 2.5(a).  The Banks shall be required to make    
such Loans regardless of whether all of the conditions to disbursement set      
forth in Section 11 have been satisfied.                                        

         (g)   Upon the receipt by the Agent of any draw or other presentation
for payment of a Letter of Credit and the payment of any amount under a Letter  
of Credit, the Agent shall, without notice to or the consent of the Borrower,   
direct the Banks to fund to the Agent in                                        

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accordance with Section 2.7 on or before 2:00 p.m. (Boston time) on the next    
Business Day their respective Commitment Percentages of the amount so paid by   
the Agent.  The proceeds of such funding shall be paid to the Agent to          
reimburse the Agent for the payment made by it under the Letter of Credit.      
The provisions of Section 2.7 shall apply to any Bank or Banks failing or       
refusing to fund its Commitment Percentage of any such draw.                    

         (h)  The issuance of any supplement, modification, amendment, renewal
or extension to or of any Letter of Credit shall be treated in all respects the 
same as the issuance of a new Letter of Credit.                                 

Section 3.  REPAYMENT OF THE LOANS.                                   

Section 3.1.  STATED MATURITY.  The Borrower promises to pay on the   
Maturity Date and there shall become absolutely due and payable on the          
Maturity Date, all of the Loans Outstanding on such date, together with any     
and all accrued and unpaid interest thereon.                                    

Section 3.2.  MANDATORY PREPAYMENTS.  If at any time the aggregate    
Outstanding principal amount of the Loans and Outstanding Letters of Credit     
(including Letters of Credit accepted but unpaid) exceeds the Funding Cap,      
then the Borrower shall immediately pay the amount of such excess to the        
Agent for the respective accounts of the Banks for application to the Loans.    
If at any time the Borrower is not in compliance with the covenants contained   
in Section 9.4, the Borrower shall pay to the Agent for the accounts of the     
Banks so much of the Outstanding principal amounts of the Loans as is           
necessary to cause the Borrower to be in compliance with Section 9.4.           

 Section 3.3.  OPTIONAL PREPAYMENTS.  The Borrower shall have the right,
at its election, to prepay the Outstanding amount of the Loans, as a whole or   
in part, at any time without penalty or premium; PROVIDED, that the full or     
partial prepayment of the Outstanding amount of any Eurodollar Rate Loans       
pursuant to this Section 3.3 may be made only on the last day of the            
Interest Period relating thereto unless accompanied by breakage costs           
computed in accordance with Section 4.8 and except as otherwise required        
pursuant to Section 4.7.  The Borrower shall give the Agent, no later than      
1:00 p.m., Boston time, at least three (3) Business Days prior written notice   
of any prepayment pursuant to this Section 3.3 specifying the proposed date     
of payment of Loans and the principal amount to be paid.                        

Section 3.4.  PARTIAL PREPAYMENTS.  Each partial prepayment of the    
Loans under Section 3.2 and Section 3.3 shall be in an integral multiple of     
$500,000, shall be accompanied by the payment of accrued interest on the        
principal prepaid to the date of payment and, after payment of such interest,   
shall be applied, in the absence of instruction by the Borrower, first to the   
principal of Base Rate Loans and then to the principal of Eurodollar Rate       
Loans.                                                                          

Section 3.5.  EFFECT OF PREPAYMENTS.  Amounts of the Loans                      
prepaid under Section 3.2 and Section 3.3 prior to the Maturity Date may be     
reborrowed as provided in Section 2.                                            

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Section 3.6.  PROCEEDS FROM DEBT OFFERING AND EQUITY OFFERING.  Upon  
the occurrence of a Default or Event of Default and during any period during    
which such Default or Event of Default shall be continuing, the Borrower        
shall cause all gross proceeds of each and every Debt Offering and Equity       
Offering, less all reasonable costs, fees, expenses, underwriting               
commissions, fees and discounts incurred in connection therewith, to be         
promptly paid by the Borrower to the Agent for the account of the Banks as a    
prepayment of the Loans to the extent of the Outstanding balance of the Loans.  

Section 4.  CERTAIN GENERAL PROVISIONS.                               

Section 4.1.  CONVERSION OPTIONS.                                     

                 (a)   The Borrower may elect from time to time to convert
any outstanding Loan to a Loan of another Type and such Loan shall thereafter   
bear interest as a Base Rate Loan or a Eurodollar Rate Loan, as applicable;     
PROVIDED that (i) with respect to any such conversion of a Eurodollar Rate      
Loan to a Base Rate Loan, the Borrower shall give the Agent at least three      
Business Days' prior written notice of such election, and such conversion       
shall only be made on the last day of the Interest Period with respect to       
such Eurodollar Rate Loan; (ii) with respect to any such conversion of a Base   
Rate Loan to a Eurodollar Rate Loan, the Borrower shall give the Agent at       
least four Eurodollar Business Days' prior written notice of such election      
and the Interest Period requested for such Loan, the principal amount of the    
Loan so converted shall be in a minimum aggregate amount of $1,000,000 or an    
integral multiple of $100,000 in excess thereof and, after giving effect to     
the making of such Loan, there shall be no more than five (5) Eurodollar Rate   
Loans Outstanding at any one time; and (iii) no Loan may be converted into a    
Eurodollar Rate Loan when any Default or Event of Default has occurred and is   
continuing.  All or any part of the Outstanding Loans of any Type may be        
converted as provided herein, PROVIDED that no partial conversion shall         
result in a Base Rate Loan in an aggregate principal amount of less than        
$1,000,000 or a Eurodollar Rate Loan in an aggregate principal amount of less   
than $1,000,000 and that the aggregate principal amount of each Loan shall be   
in an integral multiple of $100,000.  On the date on which such conversion is   
being made, each Bank shall take such action as is necessary to transfer its    
Commitment Percentage of such Loans to its Domestic Lending Office or its       
Eurodollar Lending Office, as the case may be.  Each Conversion Request         
relating to the conversion of a Base Rate Loan to a Eurodollar Rate Loan        
shall be irrevocable by the Borrower.                                           

             (b)   Any Loan may be continued as such Type upon the
expiration of an Interest Period with respect thereto by compliance by the      
Borrower with the terms of Section 4.1; PROVIDED that no Eurodollar Rate        
Loan may be continued as such when any Event of Default has occurred and is     
continuing, but shall be automatically converted to a Base Rate Loan on the     
last day of the Interest Period relating thereto ending during the              
continuance of any Event of Default.                                            

                (c)   In the event that the Borrower does not notify the
Agent of its election hereunder with respect to any Loan, such Loan shall be    
automatically converted to a Base Rate                                          

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Loan at the end of the applicable Interest Period.                              

Section 4.2.  COMMITMENT FEE.  The Borrower agrees to pay $125,000.00 
on or before the Closing Date to the Agent for the account of the Banks in      
accordance with their respective Commitment Percentages as a commitment fee.    

Section 4.3.  INTENTIONALLY OMITTED.                                  

Section 4.4.  FUNDS FOR PAYMENTS.                                     

                 (a)   All payments of principal, interest, facility fees,
Agent's fees, closing fees, Letter of Credit fees and any other amounts due     
hereunder or under any of the other Loan Documents shall be made to the         
Agent, for the respective accounts of the Banks and the Agent, as the case      
may be, at the Agent's Head Office, not later than 1:00 p.m. (Boston time) on   
the day when due, in each case in immediately available funds.  The Agent is    
hereby authorized to charge the account of the Borrower with FNBB, on the       
dates when the amount thereof shall become due and payable, with the amounts    
of the principal of and interest on the Loans and all fees, charges, expenses   
and other amounts owing to the Agent and/or the Banks under the Loan            
Documents.                                                                      

                 (b)  All payments by the Borrower hereunder and under any
of the other Loan Documents shall be made without setoff or counterclaim and    
free and clear of and without deduction for any taxes, levies, imposts,         
duties, charges, fees, deductions, withholdings, compulsory loans,              
restrictions or conditions of any nature now or hereafter imposed or levied     
by any jurisdiction or any political subdivision thereof or taxing or other     
authority therein unless the Borrower is compelled by law to make such          
deduction or withholding.  If any such obligation is imposed upon the           
Borrower with respect to any amount payable by it hereunder or under any of     
the other Loan Documents, the Borrower will pay to the Agent, for the account   
of the Banks or (as the case may be) the Agent, on the date on which such       
amount is due and payable hereunder or under such other Loan Document, such     
additional amount in Dollars as shall be necessary to enable the Banks or the   
Agent to receive the same net amount which the Banks or the Agent would have    
received on such due date had no such obligation been imposed upon the          
Borrower.  The Borrower will deliver promptly to the Agent certificates or      
other valid vouchers for all taxes or other charges deducted from or paid       
with respect to payments made by the Borrower hereunder or under such other     
Loan Document.                                                                  

              (c) The obligations of the Borrower to the Banks under
this Agreement shall be absolute, unconditional and irrevocable, and shall be   
paid and performed strictly in accordance with the terms of this Agreement,     
under all circumstances whatsoever, including, without limitation, the          
following circumstances:  (i) any improper use which may be made of any         
Letter of Credit or any improper acts or omissions of any beneficiary or        
transferee of any Letter of Credit in connection therewith; (ii) the            
existence of any claim, set-off, defense or any right which the Borrower may    
have at any time against any beneficiary or any transferee of any Letter        

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of Credit (or persons or entities for whom any such beneficiary or any such     
transferee may be acting) or the Banks (other than the defense of payment to    
the Banks in accordance with the terms of this Agreement) or any other          
person, whether in connection with any Letter of Credit, this Agreement, any    
other Loan Document, or any unrelated transaction; (iii) any statement or any   
other documents presented under any Letter of Credit proving to be              
insufficient, forged, fraudulent or invalid in any respect or any statement     
therein being untrue or inaccurate in any respect whatsoever; (iv) any breach   
of any agreement between Borrower and any beneficiary or transferee of any      
Letter of Credit; (v) any irregularity in the transaction with respect to       
which any Letter of Credit is issued, including any fraud by the beneficiary    
or any transferee of such Letter of Credit; (vi) payment by the Agent under     
any Letter of Credit against presentation of a sight draft or a certificate     
which does not comply with the terms of such Letter of Credit, provided that    
such payment shall not have constituted gross negligence or willful             
misconduct on the part of the Agent, and (vii) any other circumstance or        
happening whatsoever, whether or not similar to any of the foregoing,           
provided that such other circumstances or happenings shall not have been the    
result of gross negligence or willful misconduct on the part of the Agent.      

                (d) Each Bank organized under the laws of a jurisdiction
outside the United States, if requested in writing by the Borrower (but only    
so long as such Bank remains lawfully able to do so), shall provide the         
Borrower with such duly executed form(s) or statement(s) which may, from time   
to time, be prescribed by law and, which, pursuant to applicable provisions     
of (i) an income tax treaty between the United States and the country of        
residence of such Bank, (ii) the Code, or (iii) any applicable rules or         
regulations in effect under (i) or (ii) above, indicating the withholding       
status of such Bank; provided that nothing herein (including without            
limitation the failure or inability to provide such form or statement) shall    
relieve the Borrower of its obligations under Section 4.4(b). In the event      
that the Borrower shall have delivered the certificates or vouchers described   
above for any payments made by the Borrower and such Bank receives a refund     
of any taxes paid by the Borrower pursuant to Section 4.4(b), such Bank will    
pay to the Borrower the amount of such refund promptly upon receipt thereof,    
PROVIDED that if at any time thereafter such Bank is required to return such    
refund, the Borrower shall promptly repay to such Bank the amount of such       
refund.                                                                         

Section .4.5  COMPUTATIONS.  All computations of interest on the Loans
and of other fees to the extent applicable shall be based on a 360-day year     
and paid for the actual number of days elapsed.  Except as otherwise provided   
in the definition of the term "Interest Period" with respect to Eurodollar      
Rate Loans, whenever a payment hereunder or under any of the other Loan         
Documents becomes due on a day that is not a Business Day, the due date for     
such payment shall be extended to the next succeeding Business Day, and         
interest shall accrue during such extension.  The Outstanding amount of the     
Loans as reflected on the records of the Agent from time to time shall be       
considered PRIMA FACIE evidence of such amount.                                 

Section 4.6.  INABILITY TO DETERMINE EURODOLLAR RATE.  In the event   
that, prior to the commencement of any Interest Period relating to any          
Eurodollar Rate Loan, the Agent shall determine that adequate and reasonable    
methods do not exist for ascertaining the Eurodollar Rate                       

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for such Interest Period, the Agent shall forthwith give notice of such         
determination (which shall be conclusive and binding on the Borrower and the    
Banks) to the Borrower and the Banks.  In such event (a) any Loan Request       
with respect to Eurodollar Rate Loans shall be automatically withdrawn and      
shall be deemed a request for Base Rate Loans and (b) each Eurodollar Rate      
Loan will automatically, on the last day of the then current Interest Period    
thereof, become a Base Rate Loan, and the obligations of the Banks to make      
Eurodollar Rate Loans shall be suspended until the Agent determines that the    
circumstances giving rise to such suspension no longer exist, whereupon the     
Agent shall so notify the Borrower and the Banks.                               

   Section 4.7.  ILLEGALITY.  Notwithstanding any other provisions herein,
if any present or future law, regulation, treaty or directive or the            
interpretation or application thereof shall make it unlawful, or any central    
bank or other governmental authority having jurisdiction over a Bank or its     
Eurodollar Lending Office shall assert that it is unlawful, for any Bank to     
make or maintain Eurodollar Rate Loans, such Bank shall forthwith give notice   
of such circumstances to the Agent and the Borrower and thereupon (a) the       
commitment of the Banks to make Eurodollar Rate Loans or convert Loans of       
another type to Eurodollar Rate Loans shall forthwith be suspended and (b)      
the Eurodollar Rate Loans then Outstanding shall be converted automatically     
to Base Rate Loans on the last day of each Interest Period applicable to such   
Eurodollar Rate Loans or within such earlier period as may be required by law.  

Section 4.8.  ADDITIONAL INTEREST.  If any Eurodollar Rate Loan or any
portion thereof is repaid or is converted to a Base Rate Loan for any reason    
on a date which is prior to the last day of the Interest Period applicable to   
such Eurodollar Rate Loan, the Borrower will pay to the Agent upon demand for   
the account of the Banks in accordance with their respective Commitment         
Percentages, in addition to any amounts of interest otherwise payable           
hereunder, any amounts required to compensate the Banks for any losses, costs   
or expenses which may reasonably be incurred as a result of such payment or     
conversion, including, without limitation, an amount equal to daily interest    
for the unexpired portion of such Interest Period on the Eurodollar Rate Loan   
or portion thereof so repaid or converted at a per annum rate equal to the      
excess, if any, of (a) the Eurodollar Rate applicable to such Eurodollar Rate   
Loan minus one and seven tenths percent (1.7%) over (b) the yield obtainable    
by the Agent upon the purchase of debt securities customarily issued by the     
Treasury of the United States of America which have a maturity date most        
closely approximating the last day of such Interest Period (it being            
understood that the purchase of such securities shall not be required in        
order for such amounts to be payable) (it being agreed that a Bank shall not    
be obligated or required to have actually obtained funds at the Eurodollar      
Rate or to have actually reinvested such amount as described above).            

Section 4.9.  ADDITIONAL COSTS, ETC.  Notwithstanding anything herein 
to the contrary, if any present or future applicable law, which expression,     
as used herein, includes statutes, rules and regulations thereunder and         
legally binding interpretations thereof by any competent court or by any        
governmental or other regulatory body or official with appropriate              
jurisdiction charged with the administration or the interpretation thereof      
and requests, directives, instructions and notices at any time or from time     
to time hereafter made upon or otherwise issued to any Bank or the Agent        

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by any central bank or other fiscal, monetary or other authority (whether or not
having the force of law), shall:                                                

          (a)  subject any Bank or the Agent to any tax, levy, impost,
duty, charge, fee, deduction or withholding of any nature with respect to       
this Agreement, the other Loan Documents, such Bank's Commitment, a Letter of   
Credit or the Loans (other than taxes based upon or measured by the income or   
profits of such Bank or the Agent), or                                          

      (b)  materially change the basis of taxation (except for
changes in taxes on income or profits) of payments to any Bank of the           
principal of or the interest on any Loans or any other amounts payable to any   
Bank under this Agreement or the other Loan Documents, or                       

      (c)  impose or increase or render applicable any special
deposit, reserve, assessment, liquidity, capital adequacy or other similar      
requirements (whether or not having the force of law) against assets held by,   
or deposits in or for the account of, or loans by, or letters of credit from,   
or commitments of any Bank beyond those in effect as of the date hereof, or     

          (d)  impose on any Bank or the Agent any other conditions or
requirements with respect to this Agreement, the other Loan Documents, the      
Loans, such Bank's Commitment, a Letter of Credit  or any class of loans or     
commitments of which any of the Loans or such Bank's Commitment forms a part;   
and the result of any of the foregoing is                                       

          (i)    to increase the cost to any Bank of making,
  funding, issuing, renewing, extending or maintaining any of the Loans or
Letters of Credit or such Bank's Commitment, or                       

             (ii)   to reduce the amount of principal, interest or
other amount payable to such Bank or the Agent hereunder on account of
such Bank's Commitment or any of the Loans or Letters of Credit, or   

            (iii)  to require such Bank or the Agent to make any
payment or to forego any interest or other sum payable hereunder, the 
 amount of which payment or foregone interest or other sum is calculated
by reference to the gross amount of any sum receivable or deemed      
received by such Bank or the Agent from the Borrower hereunder,       

then, and in each such case, the Borrower will, within fifteen (15) days of     
demand made by such Bank or (as the case may be) the Agent at any time and      
from time to time and as often as the occasion therefor may arise, pay to       
such Bank or the Agent such additional amounts as such Bank or the Agent        
shall determine in good faith to be sufficient to compensate such Bank or the   
Agent for such additional cost, reduction, payment or foregone interest or      
other sum.  Each Bank and the Agent in determining such amounts may use any     
reasonable averaging and attribution methods, generally applied by such Bank    
or the Agent.                                                                   

Section 4.10.  CAPITAL ADEQUACY.  If after the date hereof any Bank   
determines that (a) the                                                         

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adoption of or change in any law, rule, regulation or guideline                 
regarding capital requirements of general application for banks or bank holding 
companies (as opposed to a particular bank) or any change in the interpretation 
or application thereof by any governmental authority charged with the           
administration thereof, or (b) compliance by such Bank or its parent bank       
holding company with any future guideline, request or directive of any such     
entity regarding capital adequacy or any amendment or change in interpretation  
of any existing guideline, request or directive (whether or not having the force
of law), has the effect of reducing the return on such Bank's or such holding   
company's capital as a consequence of such Bank's commitment to make Loans      
hereunder to a level below that which such Bank or holding company could have   
achieved but for such adoption, change or compliance (taking into consideration 
such Bank's or such holding company's then existing policies with respect to    
capital adequacy and assuming the full utilization of such entity's capital) by 
any amount deemed by such Bank to be material, then such Bank may notify the    
Borrower thereof.  The Borrower agrees to pay to such Bank the amount of such   
reduction in the return on capital as and when such reduction is determined,    
upon presentation by such Bank of a statement of the amount setting for the     
Bank's calculation thereof.  In determining such amount, such Bank may use any  
reasonable averaging and attribution methods, generally applied by such Bank.   

 Section 4.11.  INDEMNITY OF BORROWER.  The Borrower agrees to indemnify
each Bank and to hold each Bank harmless from and against any loss, cost or     
expense that such Bank may sustain or incur as a consequence of (a) default     
by the Borrower in payment of the principal amount of or any interest on any    
Eurodollar Rate Loans as and when due and payable, including any such loss or   
expense arising from interest or fees payable by such Bank to lenders of        
funds obtained by it in order to maintain its Eurodollar Rate Loans, or (b)     
default by the Borrower in making a borrowing or conversion after the           
Borrower has given (or is deemed to have given) a Loan Request or a             
Conversion Request; provided, however, that the Borrower shall not be           
required to so indemnify any Bank pursuant to clause (b) above which fails or   
refuses to fund its proportionate share of a Loan in accordance with the        
terms of this Agreement.                                                        

Section 4.12.  INTEREST ON OVERDUE AMOUNTS; LATE CHARGE.  Overdue     
principal and (to the extent permitted by applicable law) interest on the       
Loans and all other overdue amounts payable hereunder or under any of the       
other Loan Documents shall bear interest payable on demand at a rate per        
annum equal to four  percent (4%) above the Base Rate until such amount shall   
be paid in full (after as well as before judgment).  In addition, the           
Borrower shall pay a late charge equal to three percent (3%) of any amount of   
interest and/or principal payable on the Loans or any other amounts payable     
hereunder or under the Loan Documents, which is not paid within ten days of     
the date when due.                                                              

Section 4.13.  CERTIFICATE.  A certificate setting forth any amounts  
payable pursuant to Section 4.8, Section 4.9, Section 4.10,  Section 4.11       
or Section 4.12 and a brief explanation of such amounts which are due,          
submitted by any Bank or the Agent to the Borrower, shall be conclusive in      
the absence of manifest error.                                                  

Section 4.14.  LIMITATION ON INTEREST.  Notwithstanding anything in   
this Agreement to the                                                           

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contrary, all agreements between the Borrower and the Banks and the Agent,      
whether now existing or hereafter arising and whether written or oral, are      
hereby limited so that in no contingency, whether by reason of acceleration     
of the maturity of any of the Obligations or otherwise, shall the interest      
contracted for, charged or received by the Banks exceed the maximum amount      
permissible under applicable law.  If, from any circumstance whatsoever,        
interest would otherwise be payable to the Banks in excess of the maximum       
lawful amount, the interest payable to the Banks shall be reduced to the        
maximum amount permitted under applicable law; and if from any circumstance     
the Banks shall ever receive anything of value deemed interest by applicable    
law in excess of the maximum lawful amount, an amount equal to any excessive    
interest shall be applied to the reduction of the principal balance of the      
Obligations and to the payment of interest or, if such excessive interest       
exceeds the unpaid balance of principal of the Obligations, such excess shall   
be refunded to the Borrower. All interest paid or agreed to be paid to the      
Banks shall, to the extent permitted by applicable law, be amortized,           
prorated, allocated and spread throughout the full period until payment in      
full of the principal of the Obligations (including the period of any renewal   
or extension thereof) so that the interest thereon for such full period shall   
not exceed the maximum amount permitted by applicable law.  This section        
shall control all agreements between the Borrower and the Banks and the         
Agent.                                                                          

Section 5.  SECURITY.  The Banks have agreed to make the Loans to the 
Borrower on an unsecured basis.  Notwithstanding the foregoing, the             
Obligations shall be guaranteed by Guarantor pursuant to the Guaranty.          

Section 6.  REPRESENTATIONS AND WARRANTIES.                           

     The Borrower represents and warrants to the Agent and the Banks as follows:

Section 6.1.  CORPORATE AUTHORITY, ETC.                               

(a)  INCORPORATION; GOOD STANDING.  The Borrower (i) is a   
corporation duly organized pursuant to its organizational documents and         
amendments thereto filed with the Department of Assessments and Taxation of     
Maryland and is validly existing and in good standing under the laws of the     
State of Maryland, (ii) has all requisite power to own its property and         
conduct its business as now conducted and as presently contemplated, (iii) is   
in good standing as a foreign entity and is duly authorized to do business in   
the jurisdictions where the Unencumbered Operating Properties are located to    
the extent required to be so authorized and in each other jurisdiction where    
a failure to be so qualified in such other jurisdiction could have a            
materially adverse effect on the business, assets or financial condition of     
the Borrower and (iv) is a real estate investment trust in full compliance      
with and entitled to the benefits of Section 856 of the Code.                   

(b)  SUBSIDIARIES.  Each of the Subsidiaries of the Borrower
(including the Guarantor) (i) is a corporation, limited partnership, limited    
liability company or trust duly organized under the laws of its State of        
organization and is validly existing and in good standing                       

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under the laws thereof, (ii) has all requisite power to own its property and    
conduct its business as now conducted and as presently contemplated and (iii)   
is in good standing and is duly authorized to do business in each               
jurisdiction where a failure to be so qualified could have a materially         
adverse effect on the business, assets or financial condition of the Borrower   
or such Subsidiary.                                                             

   (c)  AUTHORIZATION.  The execution, delivery and performance of
this Agreement and the other Loan Documents and the transactions contemplated   
hereby and thereby (i) are within the authority of the Borrower and the         
Guarantor, (ii) have been duly authorized by all necessary proceedings on the   
part of the such Person, (iii) do not and will not conflict with or result in   
any breach or contravention of any provision of law, statute, rule or           
regulation to which such Person is subject or any judgment, order, writ,        
injunction, license or permit applicable to such Person, (iv) do not and will   
not conflict with or constitute a default (whether with the passage of time     
or the giving of notice, or both) under any provision of the charter            
documents, partnership agreement, declaration of trust or other charter         
documents or bylaws of, or any agreement or other instrument binding upon,      
such Person or any of its properties, and (v) do not and will not result in     
or require the imposition of any lien or other encumbrance on any of the        
properties, assets or rights of such Person.                                    

      (d)  ENFORCEABILITY.  The execution and delivery of this Agreement
and the other Loan Documents are valid and legally binding obligations of the   
Borrower and the Guarantor enforceable in accordance with the respective        
terms and provisions hereof and thereof, except as enforceability is limited    
by bankruptcy, insolvency, reorganization, moratorium or other laws relating    
to or affecting generally the enforcement of creditors' rights and except to    
the extent that availability of the remedy of specific performance or           
injunctive relief is subject to the discretion of the court before which any    
proceeding therefor may be brought.                                             

Section 6.2.  GOVERNMENTAL APPROVALS.  The execution, delivery and    
performance by the Borrower and the Guarantor of this Agreement and the other   
Loan Documents and the transactions contemplated hereby and thereby do not      
require the approval or consent of, or filing with, any governmental agency     
or authority other than those already obtained.                                 

Section 6.3.  TITLE TO PROPERTIES; LEASES.  Except as indicated on    
SCHEDULE 6.3 hereto, the Borrower and its Subsidiaries own all of the assets    
reflected in the consolidated balance sheet of the Borrower as at the Balance   
Sheet Date or acquired since that date (except property and assets sold or      
otherwise disposed of in the ordinary course of business since that date),      
subject to no rights of others, including any mortgages, leases (excluding      
leases entered into in the ordinary course of the Borrower's business),         
conditional sales agreements, title retention agreements, liens or other        
encumbrances except Permitted Liens. Without limiting the foregoing, the        
Borrower and its Subsidiaries have good and marketable fee simple title to,     
or a valid and subsisting leasehold interest in, all real property reasonably   
necessary for the operation of its business in whole, free from all liens or    
encumbrances of any nature whatsoever, except for Permitted Liens.  The         
Borrower or its Subsidiary or the Guarantor, as the case may be, is the         
insured under owner's policies of title insurance covering all real property    
owned by it, in each case in an                                                 

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amount not less than the purchase price for such real property.  Neither the    
Borrower nor the Guarantor is a party to a Lease with a tenant which accounts   
for one-half percent (0.5%) or more of the total rental revenues of the         
Borrower and in which Ameritech owns, directly or indirectly, more than a       
nine and nine tenths percent (9.9%) interest.                                   

 Section 6.4.  FINANCIAL STATEMENTS.  The Borrower has furnished to each
of the Banks:  (a) the pro forma consolidated balance sheet of the Borrower     
and its Subsidiaries and of the Guarantor as of the Balance Sheet Date and      
their related consolidated statements of income, changes in stockholder         
equity and cash flows for the fiscal year then ended, certified by an           
Authorized Officer of the Borrower and the Guarantor, as applicable, (b) a      
pro forma consolidated balance sheet and a pro forma consolidated statement     
of income and cash flows of the Borrower and its Subsidiaries and of the        
Guarantor for each of the fiscal quarters of the Borrower ended since the       
Balance Sheet Date certified by an Authorized Officer of the Borrower and the   
Guarantor, as applicable, to have been prepared in accordance with generally    
accepted accounting principles consistent with those used in the preparation    
of the annual statements delivered pursuant to subsection (a) above and to      
fairly present the financial condition of the Borrower and its Subsidiaries     
and the Guarantor as at the close of business on the dates thereof and the      
results of operations for the fiscal quarters then ended (subject to year-end   
adjustments), and (c) an unaudited consolidated statement of Net Operating      
Income for the Borrower and its Subsidiaries and the Guarantor and an           
unaudited statement of Net Operating Income for each parcel of Real Estate      
for the nine (9) months ended September 30, 1995, satisfactory in form to the   
Majority Banks and certified by an Authorized Officer of the Borrower and the   
Guarantor, as applicable, as fairly presenting the operating income for such    
parcels for such periods.  Such balance sheet and statements of income,         
stockholder's equity and cash flows have been prepared in accordance with       
generally accepted accounting principles and fairly present the financial       
condition of the Borrower and its Subsidiaries and the Guarantor as of such     
dates and the results of the operations of the Borrower and its Subsidiaries    
and the Guarantor for such periods.  There are no liabilities, contingent or    
otherwise, of the Borrower or any of its Subsidiaries or the Guarantor          
involving material amounts not disclosed in said financial statements and the   
related notes thereto.                                                          

 Section 6.5.  NO MATERIAL CHANGES.  Since the Balance Sheet Date, there
has occurred no materially adverse change in the financial condition or         
business of the Borrower and its Subsidiaries or the Guarantor taken as a       
whole as shown on or reflected in the consolidated balance sheet of the         
Borrower and its Subsidiaries and the Guarantor, adjusted pursuant to           
Section 9.7, as of the Balance Sheet Date, or its consolidated statement        
of Net Operating Income or Operating Cash Flow for the Real Estate for the      
fiscal year then ended, other than changes in the ordinary course of business   
that have not had any materially adverse effect either individually or in the   
aggregate on the business or financial condition of such Person.                

Section 6.6.  FRANCHISES, PATENTS, COPYRIGHTS, ETC.  The Borrower and 
its Subsidiaries and the Guarantor possess all franchises, patents,             
copyrights, trademarks, trade names, servicemarks, licenses and permits, and    
rights in respect of the foregoing, adequate for the conduct of their           
business substantially as now conducted without known conflict with any         
rights of others.                                                               

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Section 6.7.  LITIGATION.  Except as stated on SCHEDULE             
6.7 there are no actions, suits, proceedings or investigations of any kind      
pending or threatened against the Borrower or any of its Subsidiaries or the    
Guarantor  before any court, tribunal or administrative agency or board that,   
if adversely determined, might, either in any case or in the aggregate,         
materially adversely affect the properties, assets, financial condition or      
business of such Person or materially impair the right of such Person to        
carry on business substantially as now conducted by it, or result in any        
liability not adequately covered by insurance, or for which adequate reserves   
are not maintained on the balance sheet of such Person, or which question the   
validity of this Agreement or any of the other Loan Documents, any action       
taken or to be taken pursuant hereto or thereto, or which will adversely        
affect the ability of the Borrower or the Guarantor to pay and perform the      
Obligations in the manner contemplated by this Agreement and the other Loan     
Documents.                                                                      

Section 6.8.  NO MATERIALLY ADVERSE CONTRACTS, ETC.  Neither the      
Borrower nor any of its Subsidiaries nor the Guarantor is subject to any        
charter, corporate or other legal restriction, or any judgment, decree,         
order, rule or regulation that has or is expected in the future to have a       
materially adverse effect on the business, assets or financial condition of     
the Borrower or any of its Subsidiaries or the Guarantor.  Neither the          
Borrower nor any of its Subsidiaries nor the Guarantor is a party to any        
contract or agreement that has or is expected, in the judgment of the           
officers of such Person, to have any materially adverse effect on the           
business of any of them.                                                        

Section 6.9.  COMPLIANCE WITH OTHER INSTRUMENTS, LAWS, ETC.  Neither  
the Borrower nor any of its Subsidiaries nor the Guarantor is in violation of   
any provision of its charter or other organizational documents, by-laws, or     
any agreement or instrument to which it may be subject or by which it or any    
of its properties may be bound or any decree, order, judgment, statute,         
license, rule or regulation, in any of the foregoing cases in a manner that     
could result in the imposition of substantial penalties or materially and       
adversely affect the financial condition, properties or business of the         
Borrower or its Subsidiaries or the Guarantor.                                  

Section 6.10.  TAX STATUS.  The Borrower and each of its Subsidiaries 
and the Guarantor (a) has made or filed all federal and state income and all    
other tax returns, reports and declarations required by any jurisdiction to     
which it is subject, (b) has paid all taxes and other governmental              
assessments and charges shown or determined to be due on such returns,          
reports and declarations, except those being contested in good faith and by     
appropriate proceedings and (c) has set aside on its books provisions           
reasonably adequate for the payment of all taxes for periods subsequent to      
the periods to which such returns, reports or declarations apply.  There are    
no unpaid taxes in any material amount claimed to be due by the taxing          
authority of any jurisdiction, and the officers of such Person know of no       
basis for any such claim.                                                       

 Section 6.11.  NO EVENT OF DEFAULT.  No Default or Event of Default has
occurred and is continuing.                                                     

Section 6.12.  HOLDING COMPANY AND INVESTMENT COMPANY ACTS.  Neither  
the Borrower nor any of its Subsidiaries nor the Guarantor is a "holding        
company", or a "subsidiary company" of a                                        

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"holding company", or an "affiliate" of a "holding company", as such terms      
are defined in the Public Utility Holding Company Act of 1935; nor is it an     
"investment company", or an "affiliated company" or a "principal underwriter"   
of an "investment company", as such terms are defined in the Investment         
Company Act of 1940.                                                            

Section 6.13.  ABSENCE OF UCC FINANCING STATEMENTS, ETC.  Except with 
respect to Permitted Liens, there is no financing statement, security           
agreement, chattel mortgage, real estate mortgage or other document filed or    
recorded with any filing records, registry, or other public office, that        
purports to cover, affect or give notice of any present or possible future      
lien on, or security interest or security title in, any property of the         
Borrower or its Subsidiaries or the Guarantor or rights thereunder.             

Section 6.14.  INTENTIONALLY OMITTED.                                 

Section 6.15.  CERTAIN TRANSACTIONS.  Except as set forth in the      
Prospectus, none of the officers, trustees, directors, or employees of the      
Borrower or any of its Subsidiaries or the Guarantor is a party to any          
transaction with the Borrower or any of its Subsidiaries or the Guarantor       
(other than for services as employees, officers and directors), including any   
contract, agreement or other arrangement providing for the furnishing of        
services to or by, providing for rental of real or personal property to or      
from, or otherwise requiring payments to or from any officer, trustee,          
director or such employee or, to the knowledge of the Borrower, any             
corporation, partnership, trust or other entity in which any officer,           
trustee, director, or any such employee has a substantial interest or is an     
officer, director, trustee or partner.                                          

Section 6.16.  EMPLOYEE BENEFIT PLANS.  The Borrower and each ERISA   
Affiliate has fulfilled its obligations under the minimum funding standards     
of ERISA and the Code with respect to each Employee Benefit Plan,               
Multiemployer Plan or Guaranteed Pension Plan and is in compliance in all       
material respects with the presently applicable provisions of ERISA and the     
Code with respect to each Employee Benefit Plan, Multiemployer Plan or          
Guaranteed Pension Plan.  Neither the Borrower nor any ERISA Affiliate has      
(a) sought a waiver of the minimum funding standard under Section 412 of the    
Code in respect of any Employee Benefit Plan, Multiemployer Plan or             
Guaranteed Pension Plan, (b) failed to make any contribution or payment to      
any Employee Benefit Plan, Multiemployer Plan or Guaranteed Pension Plan, or    
made any amendment to any Employee Benefit Plan, Multiemployer Plan or          
Guaranteed Pension Plan, which has resulted or could result in the imposition   
of a Lien or the posting of a bond or other security under ERISA or the Code,   
or (c) incurred any liability under Title IV of ERISA other than a liability    
to the PBGC for premiums under Section 4007 of ERISA. None of the               
Unencumbered Operating Properties constitutes a "plan asset" of any Employee    
Plan, Multiemployer Plan or Guaranteed Pension Plan.                            

Section 6.17.  REGULATIONS U AND X.  No portion of any Loan is to be  
used for the purpose of purchasing or carrying any "margin security" or         
"margin stock" as such terms are used in Regulations U and X of the Board of    
Governors of the Federal Reserve System, 12 C.F.R. Parts                        

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221 and 224.                                                                    

Section 6.18.  ENVIRONMENTAL COMPLIANCE.  The Borrower has          
conducted or caused to be conducted Phase I environmental site assessments      
with respect to the past usage and condition of the Real Estate and the         
operations conducted thereon, and is familiar with the present condition and    
usage of the Real Estate and the operations conducted thereon and, based upon   
such reports and knowledge, makes the following representations and             
warranties.                                                                     

      (a)  To the best of the Borrower's knowledge, none of the Borrower
or its Subsidiaries or any operator of the Real Estate, or any operations       
thereon is in violation, or alleged violation, of any judgment, decree,         
order, law, license, rule or regulation pertaining to environmental matters,    
including without limitation, those arising under the Resource Conservation     
and Recovery Act ("RCRA"), the Comprehensive Environmental Response,            
Compensation and Liability Act of 1980 as amended ("CERCLA"), the Superfund     
Amendments and Reauthorization Act of 1986 ("SARA"), the Federal Clean Water    
Act, the Federal Clean Air Act, the Toxic Substances Control Act, or any        
state or local statute, regulation, ordinance, order or decree relating to      
the environment (hereinafter "Environmental Laws"), which violation involves    
the Real Estate and would have a material adverse effect on the environment     
or the business, assets or financial condition of the Borrower.                 

      (b)  Neither the Borrower nor any of its Subsidiaries has received
notice from any third party including, without limitation, any federal, state   
or local governmental authority, (i) that it has been identified by the         
United States Environmental Protection Agency ("EPA") as a potentially          
responsible party under CERCLA with respect to a site listed on the National    
Priorities List, 40 C.F.R. Part 300 Appendix B (1986); (ii) that any            
hazardous waste, as defined by 42 U.S.C. Section 9601(5), any hazardous         
substances as defined by 42 U.S.C. Section 9601(14), any pollutant or           
contaminant as defined by 42 U.S.C. Section 9601(33) or any toxic               
substances, oil or hazardous materials or other chemicals or substances         
regulated by any Environmental Laws ("Hazardous Substances") which it has       
generated, transported or disposed of have been found at any site at which a    
federal, state or local agency or other third party has conducted or has        
ordered that the Borrower or any of its Subsidiaries conduct a remedial         
investigation, removal or other response action pursuant to any Environmental   
Law; or (iii) that it is or shall be a named party to any claim, action,        
cause of action, complaint, or legal or administrative proceeding (in each      
case, contingent or otherwise) arising out of any third party's incurrence of   
costs, expenses, losses or damages of any kind whatsoever in connection with    
the release of Hazardous Substances.                                            

     (c)  To the best of the Borrower's knowledge, except as set forth
in SCHEDULE 6.18 or, in the case of Real Estate acquired after the date         
hereof, except as may be disclosed in writing to the Agent upon the             
acquisition of the same:  (i) no portion of the Real Estate has been used for   
the handling, processing, storage or disposal of Hazardous Substances except    
in accordance with applicable Environmental Laws, and no underground tank or    
other underground storage receptacle for Hazardous Substances is located on     
any portion of the Real Estate; (ii) in the course of any activities            
conducted by the Borrower, its Subsidiaries or the operators of its             
properties, no Hazardous Substances have been generated or are being used on    
the Real Estate                                                                 

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except in the ordinary course of business and in accordance with applicable     
Environmental Laws; (iii) there has been no past or present releasing,          
spilling, leaking, pumping, pouring, emitting, emptying, discharging,           
injecting, escaping, disposing or dumping (a "Release") or threatened Release   
of Hazardous Substances on, upon, into or from the Real Estate, or, to the      
best of the Borrower's knowledge, on, upon, into or from the other properties   
of the Borrower or its Subsidiaries, which Release would have a material        
adverse effect on the value of any of the Real Estate or adjacent properties    
or the environment; (iv) to the best of the Borrower's knowledge, there have    
been no Releases on, upon, from or into any real property in the vicinity of    
any of the Real Estate which, through soil or groundwater contamination, may    
have come to be located on, and which would have a material adverse effect on   
the value of, the Real Estate; and (v) any Hazardous Substances that have       
been generated on any of the Real Estate have been transported off-site only    
by carriers having an identification number issued by the EPA or approved by    
a state or local environmental regulatory authority having jurisdiction         
regarding the transportation of such substance and, to the best knowledge of    
the Borrower without independent investigation, treated or disposed of only     
by treatment or disposal facilities maintaining valid permits as required       
under all applicable Environmental Laws, which transporters and facilities      
have been and are, to the best of the Borrower's knowledge, operating in        
compliance with such permits and applicable Environmental Laws.                 

      (d)  Neither the Borrower, its Subsidiaries nor any Real Estate is
subject to any applicable Environmental Law requiring the performance of        
Hazardous Substances site assessments, or the removal or remediation of         
Hazardous Substances, or the giving of notice to any governmental agency or     
the recording or delivery to other Persons of an environmental disclosure       
document or statement by virtue of the transactions set forth herein and        
contemplated hereby, or as a condition to the effectiveness of any other        
transactions contemplated hereby.                                               

Section 6.19.  SUBSIDIARIES.  SCHEDULE 6.19 sets forth all of the     
Subsidiaries of the Borrower.  The form and jurisdiction of organization of     
each of the Subsidiaries, and the Borrower's ownership interest therein, is     
set forth in said SCHEDULE 6.19.                                                

Section 6.20.  INTENTIONALLY OMITTED.                                 

Section 6.21.  LOAN DOCUMENTS.  All of the representations and        
warranties of the Borrower made in this Agreement and the other Loan            
Documents or any document or instrument delivered to the Agent or the Banks     
pursuant to or in connection with any of such Loan Documents are true and       
correct in all material respects, and neither the Borrower nor the Guarantor    
has failed to disclose such information as is necessary to make such            
representations and warranties not misleading.                                  

Section 6.22.  PROPERTY.  All of the Borrower's and its Subsidiaries' 
properties are in good repair and condition in all material respects, subject   
to ordinary wear and tear, other than with respect to deferred maintenance      
existing as of the date of acquisition of such property as permitted in this    
Section 6.22.  Without limiting the foregoing, the Borrower has completed an    
appropriate investigation of the physical condition of each such property as    
of the later of the date of the Borrower's or                                   

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such Subsidiaries' purchase thereof or the date upon which such property was    
last security for Indebtedness of the Borrower or such Subsidiary, or their     
predecessors, including without limitation an analysis of the structural        
condition and existence of any material deferred maintenance, and such          
property is in good condition, order and repair, and any material deferred      
maintenance existing as of the date of acquisition of such property has been    
corrected or satisfactory remediation actions are being taken.  The Borrower    
further has completed an appropriate investigation of the environmental         
condition of each such property as of the later of the date of the Borrower's   
or such Subsidiaries' purchase thereof or the date upon which such property     
was last security for Indebtedness of the Borrower or such Subsidiary, or       
their predecessors, including preparation of a "Phase I" report and, if         
appropriate, a "Phase II" report, in each case prepared by a recognized         
environmental engineer in accordance with customary standards which discloses   
that such property is not in violation of the representations and covenants     
set forth in this Agreement, unless satisfactory remediation actions are        
being taken.  There are no unpaid or outstanding real estate or other taxes     
or assessments on or against any property of the Borrower or any of its         
Subsidiaries which are payable by the Borrower or its Subsidiaries (except      
only real estate or other taxes or assessments, that are not yet due and        
payable).  There are no pending eminent domain proceedings against any          
property of the Borrower or its Subsidiaries or any part thereof, and, to the   
knowledge of the Borrower, no such proceedings are presently threatened or      
contemplated by any taking authority which may individually or in the           
aggregate have any materially adverse effect on the business or financial       
condition of the Borrower.  None of the property of Borrower or its             
Subsidiaries is now damaged or injured as a result of any fire, explosion,      
accident, flood or other casualty in any manner which individually or in the    
aggregate would have any materially adverse effect on the business or           
financial condition of the Borrower.                                            

Section 6.23.  BROKERS.  Neither the Borrower nor any of its          
Subsidiaries has engaged or otherwise dealt with any broker, finder or          
similar entity in connection with this Agreement or the Loans contemplated      
hereunder.                                                                      

Section 6.24.  OTHER DEBT.  Neither the Borrower nor any of its       
Subsidiaries nor the Guarantor is in default in the payment of any other        
Indebtedness or under any agreement, mortgage, deed of trust, security          
agreement, financing agreement, indenture or lease to which any of them is a    
party, excluding trade payables less than sixty (60) days old.  The Borrower    
is not a party to or bound by any agreement, instrument or indenture that may   
require the subordination in right or time of payment of any of the             
Obligations to any other indebtedness or obligation of the Borrower.            

Section 6.25.  SOLVENCY.  As of the Closing Date and after giving     
effect to the transactions contemplated by this Agreement and the other Loan    
Documents, including all of the Loans made hereunder, the Borrower and the      
Guarantor are not insolvent on a balance sheet basis such that the sum of       
each of their respective assets exceeds the sum of each of their respective     
liabilities, each is able to pay its debts as they become due, and each has     
sufficient capital to carry on its business.                                    

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Section 6.26.  GUARANTOR.  Each Guarantor is a wholly-owned Subsidiary
of the Borrower.                                                                

Section 7.  AFFIRMATIVE COVENANTS OF THE BORROWER.                    

The Borrower covenants and agrees that, so long as any Loan or Note or
Letter of Credit is outstanding or any Bank has any obligation to make any      
Loans or the Agent has any obligation to issue any Letters of Credit:           

Section 7.1.  PUNCTUAL PAYMENT.  The Borrower will duly and punctually
pay or cause to be paid the principal and interest on the Loans and all         
interest and fees provided for in this Agreement, all in accordance with the    
terms of this Agreement and the Notes as well as all other sums owing           
pursuant to the Loan Documents.                                                 

Section 7.2.  MAINTENANCE OF OFFICE.  The Borrower will maintain its  
chief executive office at 455 Market Street, 17th Floor, San Francisco,         
California 94105, or at such other place in the United States of America as     
the Borrower shall designate upon prior written notice to the Agent and the     
Banks, where notices, presentations and demands to or upon the Borrower in      
respect of the Loan Documents may be given or made.                             

Section 7.3.  RECORDS AND ACCOUNTS.  The Borrower will (a) keep, and  
cause each of its Subsidiaries to keep, true and accurate records and books     
of account in which full, true and correct entries will be made in accordance   
with generally accepted accounting principles and (b) maintain adequate         
accounts and reserves for all taxes (including income taxes), depreciation      
and amortization of its properties and the properties of its Subsidiaries,      
contingencies and other reserves.                                               

Section 7.4.  FINANCIAL STATEMENTS, CERTIFICATES AND INFORMATION.  The
Borrower will deliver to each of the Banks:                                     

   (a)  as soon as practicable, but in any event not later than 90
days after the end of each fiscal year of the Borrower, the audited             
consolidated balance sheet of the Borrower and its Subsidiaries at the end of   
such year, and the related audited consolidated statements of income, changes   
in shareholder's equity and cash flows for such year, each setting forth in     
comparative form the figures for the previous fiscal year and all such          
statements to be in reasonable detail, prepared in accordance with generally    
accepted accounting principles, and accompanied by an auditor's report          
prepared without qualification by Arthur Andersen LLP or by another "Big Six"   
accounting firm, the Form 10-K filed with the SEC (unless the SEC has           
approved an extension, in which event the Borrower will deliver to the Agent    
and each of the Banks a copy of the Form 10-K simultaneously with delivery to   
the SEC), and any other information the Banks may need to complete a            
financial analysis of the Borrower and its Subsidiaries. At any time that the   
Agent has reasonable grounds to request the same (including, without            
limitation, at any time that the Compliance Certificate indicates that the      
Borrower is at or near minimum compliance with the financial covenants          
contained in this Agreement), the Agent may require that such report be         
accompanied by a written statement from such accountants to the                 

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effect that they have read a copy of this Agreement, and that, in making the    
examination necessary for said certification, they have obtained no knowledge   
of any Default or Event of Default, or, if such accountants shall have          
obtained knowledge of any then existing Default or Event of Default, they       
shall disclose in such statement any such Default or Event of Default;          

   (b)  as soon as practicable, but in any event not later than 45
days after the end of each fiscal quarter of the Borrower (including the        
fourth fiscal quarter in each year), copies of the unaudited consolidated       
balance sheet of the Borrower and its Subsidiaries as at the end of such        
quarter, and the related unaudited consolidated statements of income, changes   
in shareholder's equity and cash flows for the portion of the Borrower's        
fiscal year then elapsed, all in reasonable detail and prepared in accordance   
with generally accepted accounting principles (which may be provided by         
inclusion in the Form 10-Q of the Borrower for such period provided pursuant    
to subsection (c) below), together with a certification by an Authorized        
Officer of the Borrower that the information contained in such financial        
statements fairly presents the financial position of the Borrower and its       
Subsidiaries on the date thereof (subject to year-end adjustments);             

   (c)  as soon as practicable, but in any event not later than 45
days after the end of each fiscal quarter of the Borrower (excluding the        
fourth fiscal quarter in each year), copies of Form 10-Q filed with the SEC     
(unless the SEC has approved an extension in which event the Borrower will      
deliver such copies of the Form 10-Q to the Agent and each of the Banks         
simultaneously with delivery to the SEC);                                       

   (d)  as soon as practicable, but in any event not later than 45
days after the end of each fiscal quarter of the Borrower (including the        
fourth fiscal quarter in each year), copies of a consolidated statement of      
the Funds from Operations for such fiscal quarter for the Borrower and its      
Subsidiaries and the Net Operating Income and Operating Cash Flow for the       
Real Estate and year-to-date in form and substance satisfactory to Agent,       
prepared on a basis consistent with the statement furnished pursuant to         
Section 6.4(c) together with a certification by an Authorized Officer of the    
Borrower that the information contained in such statement fairly presents the   
Funds from Operations of the Borrower and its Subsidiaries and the Net          
Operating Income and Operating Cash Flow for the Real Estate for such period;   

     (e)  simultaneously with the delivery of the financial statements
referred to in subsections (a) and (b) above, and within thirty (30) days of    
the filing with the SEC of a Form 8-K or any other document amending any        
other filing previously made by the Borrower which could reasonably be          
expected to have a materially adverse effect on the Borrower, a statement (a    
"Compliance Certificate") certified by an Authorized Officer of the Borrower    
and the Guarantor in the form of EXHIBIT D hereto setting forth in reasonable   
detail computations evidencing compliance with the covenants contained in       
Section 9, and (if applicable) reconciliations to reflect changes in            
generally accepted accounting principles since the Balance Sheet Date;          

   (f)  concurrently with the delivery of the financial statements
described in                                                                    

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subsections (b) and (c) above, a certificate signed by an Authorized Officer    
of the Borrower to the effect that, having read this Agreement, and based       
upon an examination which they deem sufficient to enable them to make an        
informed statement, there does not exist any Default or Event of Default, or    
if such Default or Event of Default has occurred, specifying the facts with     
respect thereto;                                                                

     (g)  contemporaneously with the filing or mailing thereof, copies
of all material of a financial nature filed with the SEC or sent to the         
stockholders of the Borrower;                                                   

      (h)  upon request of the Agent, but in any event not later than 30
days after receipt of notice of such request from the Agent, updated Rent       
Rolls with respect to the Real Estate, a summary of each Rent Roll in form      
reasonably satisfactory to the Agent, and a leasing activity report with        
respect to the Real Estate setting forth the Borrower's efforts to market and   
lease the then unleased space in the Real Estate and the results of such        
efforts;                                                                        

      (i)  simultaneously within the delivery of the financial statement
referred to in subsection (a) above, a statement (i) listing the Real Estate    
owned by the Borrower and its Subsidiaries (or in which Borrower or its         
Subsidiaries owns an interest) and stating the owner thereof, the location      
thereof, the date acquired and the acquisition cost, (ii) listing the           
Indebtedness of the Borrower and its Subsidiaries (excluding Indebtedness of    
the type described in Section 8.1(b)-(e)), which statement shall include,       
without limitation, a statement of the original principal amount of such        
Indebtedness and the current amount outstanding, the holder thereof, the        
maturity date and any extension options, the interest rate, the collateral      
provided for such Indebtedness and whether such Indebtedness is recourse or     
Non-recourse, and (iii) listing the properties of the Borrower and its          
Subsidiaries which are under "development" (as used in Section 8.9) and         
providing a brief summary of the status of such development;                    

(j)  promptly after they are filed with the Internal Revenue
Service, copies of all annual federal income tax return and amendments          
thereto of the Borrower; and                                                    

       (k)  from time to time such other financial data and information in
the possession of the Borrower or the Guarantor (including without limitation   
separate financial statements for the Guarantor, auditors' management           
letters, evidence of payment of taxes, property inspection and environmental    
reports and information as to zoning and other legal and regulatory changes     
affecting the Borrower or the Guarantor) as the Agent may reasonably request.   

Section 7.5.  NOTICES.                                                

  (a)  DEFAULTS.  The Borrower will promptly notify the Agent in
writing of the occurrence of any Default or Event of Default.  If any Person    
shall give any notice or take any other action in respect of a claimed          
default (whether or not constituting an Event of Default) under this            
Agreement or under any note, evidence of indebtedness, indenture or other       
obligation                                                                      

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to which or with respect to which the Borrower or any of its Subsidiaries or    
the Guarantor is a party or obligor, whether as principal or surety, and such   
default would permit the holder of such note or obligation or other evidence    
of indebtedness to accelerate the maturity thereof, which acceleration would    
have a material adverse effect on the Borrower or the Guarantor or the          
existence of which claimed default might become an Event of Default under       
Section 12.1(g), the Borrower shall forthwith give written notice thereof to    
the Agent and each of the Banks, describing the notice or action and the        
nature of the claimed default.                                                  

      (b)  ENVIRONMENTAL EVENTS.  The Borrower will promptly give notice
to the Agent (i) upon the Borrower obtaining knowledge of any potential or      
known Release, or threat of Release, of any Hazardous Substances at or from     
any Real Estate of the Borrower or its Subsidiaries; (ii) of any violation of   
any Environmental Law that the Borrower or any of its Subsidiaries reports in   
writing or is reportable by such Person in writing (or for which any written    
report supplemental to any oral report is made) to any federal, state or        
local environmental agency and (iii) upon becoming aware thereof, of any        
inquiry, proceeding, investigation, or other action, including a notice from    
any agency of potential environmental liability, of any federal, state or       
local environmental agency or board, that in either case involves any Real      
Estate of the Borrower or its Subsidiaries or has the potential to materially   
affect the assets, liabilities, financial conditions or operations of the       
Borrower or any Subsidiary.                                                     

    (c)  NOTICE OF LITIGATION AND JUDGMENTS.  The Borrower will give
notice to the Agent in writing within 15 days of becoming aware of any          
litigation or proceedings threatened in writing or any pending litigation and   
proceedings affecting the Borrower, any of its Subsidiaries or the Guarantor,   
or to which such Person is or is to become a party involving an uninsured       
claim against such Person that could reasonably be expected to have a           
materially adverse effect on such Person and stating the nature and status of   
such litigation or proceedings.  The Borrower will give notice to the Agent,    
in writing, in form and detail satisfactory to the Agent and each of the        
Banks, within ten days of any judgment not covered by insurance, whether        
final or otherwise, against the Borrower, any of its Subsidiaries or the        
Guarantor in an amount in excess of $250,000.                                   

       (d)  NOTICE OF PROPOSED SALES, ENCUMBRANCES, REFINANCE OR TRANSFER.
The Borrower will give notice to the Agent of any proposed or completed sale,   
encumbrance (excluding encumbrances described in Section 8.2(iv)), refinance    
or transfer of any Real Estate or other Investment described in                 
Section 8.3(j) of the Borrower of its Subsidiaries within any fiscal quarter    
of the Borrower, such notice to be submitted together with the Compliance       
Certificate provided or required to be provided to the Banks under              
Section 7.4 with respect to such fiscal quarter.  The Compliance Certificate    
shall with respect to any proposed or completed sale, encumbrance, refinance    
or transfer be adjusted in the best good-faith estimate of the Borrower to      
give effect to such sale, encumbrance, refinance or transfer and demonstrate    
that no Default or Event of Default with respect to the covenants referred to   
therein shall exist after giving effect to such sale, encumbrance, refinance    
or transfer.  Notwithstanding the foregoing, in the event of any sale,          
encumbrance, refinance or transfer of any Real Estate or other Investment       
described in Section 8.3(j) of                                                  

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the Borrower or its Subsidiaries involving an amount in excess of twenty        
percent (20%) of the value of the Consolidated Total Assets of the Borrower,    
the Borrower shall promptly give notice to the Agent of such transaction,       
which notice shall be accompanied by a certification of Authorized Officer of   
the Borrower that no Default or Event of Default shall exist after giving       
affect to such event.                                                           

    (e)  NOTIFICATION OF BANKS.  Promptly after receiving any notice
under this Section 7.5, the Agent will forward a copy thereof to each of the    
Banks, together with copies of any certificates or other written information    
that accompanied such notice.                                                   

Section 7.6.  EXISTENCE; MAINTENANCE OF PROPERTIES.                   

      (a)  The Borrower will do or cause to be done all things necessary
to preserve and keep in full force and effect its existence as a Maryland       
corporation.  The Borrower will cause each of its Subsidiaries to do or cause   
to be done all things necessary to preserve and keep in full force and effect   
its legal existence.  The Borrower will do or cause to be done all things       
necessary to preserve and keep in full force all of its rights and franchises   
and those of its Subsidiaries.  The Borrower will, and will cause each of its   
Subsidiaries to, continue to engage primarily in the businesses now conducted   
by it and in related businesses.                                                

       (b)  The Borrower (i) will cause all of its properties and those of
its Subsidiaries used or useful in the conduct of its business or the           
business of its Subsidiaries to be maintained and kept in good condition,       
repair and working order (ordinary wear and tear excepted) and supplied with    
all necessary equipment, and (ii) will cause to be made all necessary           
repairs, renewals, replacements, betterments and improvements thereof in all    
cases in which the failure so to do would have a material adverse effect on     
the condition of its properties or on the financial condition, assets or        
operations of the Borrower and its Subsidiaries.                                

Section 7.7.  INSURANCE.  The Borrower will, at its expense, procure  
and maintain or cause to be procured and maintained insurance covering the      
Borrower, its Subsidiaries and their respective properties in such amounts      
and against such risks and casualties as are customary for properties of        
similar character and location, due regard being given to the type of           
improvements thereon, their construction, location, use and occupancy.          

Section 7.8.  TAXES.  The Borrower and each Subsidiary will duly pay  
and discharge, or cause to be paid and discharged, before the same shall        
become overdue, all taxes, assessments and other governmental charges imposed   
upon it and upon the Real Estate, sales and activities, or any part thereof,    
or upon the income or profits therefrom, as well as all claims for labor,       
materials, or supplies that if unpaid might by law become a lien or charge      
upon any of its property; PROVIDED that any such tax, assessment, charge,       
levy or claim need not be paid if the validity or amount thereof shall          
currently be contested in good faith by appropriate proceedings and if the      
Borrower or such Subsidiary shall have set aside on its books adequate          
reserves with respect thereto; and PROVIDED, FURTHER, that forthwith upon the   
commencement of proceedings to foreclose any lien                               

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that may have attached as security therefor, the Borrower and each Subsidiary   
of the Borrower either (i) will provide a bond issued by a surety reasonably    
acceptable to the Agent and sufficient to stay all such proceedings or (ii)     
if no such bond is provided, will pay each such tax, assessment, charge, levy   
or claim.  The Borrower shall certify annually to the Agent that the Borrower   
is in compliance with this Section 7.8 with respect to the Unencumbered         
Operating Properties.                                                           

Section 7.9.  INSPECTION OF PROPERTIES AND BOOKS.  The Borrower shall 
permit the Banks, through the Agent or any representative designated by the     
Agent, at the Borrower's expense to visit and inspect any of the properties     
of the Borrower or any of its Subsidiaries, to examine the books of account     
of the Borrower and its Subsidiaries (and to make copies thereof and extracts   
therefrom) and to discuss the affairs, finances and accounts of the Borrower    
and its Subsidiaries with, and to be advised as to the same by, its officers,   
all at such reasonable times and intervals as the Agent or any Bank may         
reasonably request.  The Banks shall use good faith efforts to coordinate       
such visits and inspections so as to minimize the interference with and         
disruption to the Borrower's normal business operations.                        

Section 7.10.  COMPLIANCE WITH LAWS, CONTRACTS, LICENSES, AND PERMITS.
The Borrower will comply with, and will cause each of its Subsidiaries to       
comply in all respects with (i) all applicable laws and regulations now or      
hereafter in effect wherever its business is conducted, including all           
Environmental Laws, (ii) the provisions of its corporate charter, partnership   
agreement or declaration of trust, as the case may be, and other charter        
documents and bylaws, (iii) all agreements and instruments to which it is a     
party or by which it or any of its properties may be bound, (iv) all            
applicable decrees, orders, and judgments, and (v) all licenses and permits     
required by applicable laws and regulations for the conduct of its business     
or the ownership, use or operation of its properties (with respect to           
subsections (i), (iii) and (v) above, such compliance shall be in all           
material respects, subject to the provisions of Section 12.1(f)).  If at any    
time while any Loan or Note or Letter of Credit is outstanding or the Banks     
have any obligation to make Loans hereunder or the Agent has any obligation     
to issue any  Letters of Credit hereunder, any authorization, consent,          
approval, permit or license from any officer, agency or instrumentality of      
any government shall become necessary or required in order that the Borrower    
may fulfill any of its obligations hereunder, the Borrower will immediately     
take or cause to be taken all steps necessary to obtain such authorization,     
consent, approval, permit or license and furnish the Agent and the Banks with   
evidence thereof.                                                               

Section 7.11.  USE OF PROCEEDS.  Subject to the limitations set forth 
herein, the Borrower will use the proceeds of the Loans or issuances of         
Letters of Credit solely to provide short-term financing (a) for the            
acquisition and development of fee interests in primarily non-specialized       
industrial real estate of institutional quality, including reasonable           
transaction costs related thereto; (b) for working capital purposes; and (c)    
for such other purposes as the Majority Banks in their discretion from time     
to time may agree to in writing. Notwithstanding anything herein to the         
contrary, the amount of Loans and Letters of Credit Outstanding at any time     
which has been advanced for the purpose described in Section 7.11(b) shall      
not exceed $15,000,000.00, and may be                                           

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used by Borrower only for the following purposes: (i) for the payment of        
expenditures for Capital Improvement Projects, tenant finish and leasing        
commissions; (ii) up to $2,500,000.00 per quarter for payment of                
Distributions up to a maximum amount outstanding at one time of                 
$5,000,000.00, provided that the Borrower shall not draw on the Loans for       
payment of Distributions in any two (2) consecutive quarters; (iii) up to a     
maximum amount outstanding at any time of $10,000,000.00 to repurchase Voting   
Interests of the Borrower (other than Voting Interests owned by Hunt Realty     
Acquisitions, L.P., USAA Real Estate Company or subsequent private placement    
investors), which amount must be drawn before the first anniversary of the      
Closing Date; and (iv) with respect to amounts Outstanding under Letters of     
Credit only, for other working capital purposes.  Upon repayment of all or a    
portion of the Loans, the Borrower will be allowed to reborrow for working      
capital purposes subject to the limitations set forth above.                    

Section 7.12.  FURTHER ASSURANCES.  The Borrower will cooperate with, 
and will cause each of its Subsidiaries to cooperate with the Agent and the     
Banks and execute such further instruments and documents as the Banks or the    
Agent shall reasonably request to carry out to their satisfaction the           
transactions contemplated by this Agreement and the other Loan Documents.       

Section 7.13.  REIT STATUS.  Subject to the terms of Section 8.7, the 
Borrower shall at all times comply with all requirements of applicable laws     
and regulations necessary to maintain REIT Status and shall operate its         
business as described in the Prospectus in all material aspects and in          
compliance with the terms and conditions of this Agreement and the other Loan   
Documents.                                                                      

Section 7.14.  RESTRICTIONS ON ACQUISITIONS.  The Borrower shall, and 
shall cause each of its Subsidiaries to, exercise due diligence in connection   
with the acquisition of Real Estate or other assets and shall not knowingly     
acquire any Real Estate or other assets which has any material title, survey,   
environmental, structural or other defects that would give rise to a            
materially adverse effect as to the value, use of or ability to sell or         
refinance such property or the business or affairs of the Borrower or its       
Subsidiaries.                                                                   

Section 7.15.  UNENCUMBERED OPERATING PROPERTIES.                     

  (a)      The Borrower and the Guarantor shall at all times own
Unencumbered Operating Properties which satisfy all of the following            
conditions:                                                                     

                (i)   at least seventy percent (70%) of the Asset Value of
    the Unencumbered Operating Properties constitutes industrial properties,
    which percentage shall be increased to seventy-five percent (75%) on the
first anniversary of the Closing Date;                              

         (ii)   as of the end of each fiscal quarter, at least
eighty-five percent (85%) of the total Gross Rentable Area of the   
    Unencumbered Operating Properties is subject to arms-length Leases which
are in full force and effect and pursuant to which the              

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    tenants are paying rent, and at least seventy-seven percent (77%) of the
 total Gross Rentable Area in the Unencumbered Operating Properties is
physically occupied by tenants under arms-length Leases which are in
full force and effect;                                              

              (iii)   no more than twenty percent (20%) of the Asset Value
  of the Unencumbered Operating Properties is located in any one city or
     metropolitan area, provided that no more than thirty percent (30%) may be
located in Memphis, Tennessee, or any surrounding suburbs, including
Olive Branch, Mississippi; and                                      

               (iv)   no one tenant shall comprise more than seven percent
   (7%) [ten percent (10%) if the tenant has a Standard & Poor's Rating of
    BBB- or better] of the Gross Cash Receipts generated by the Unencumbered
Operating Properties.                                               

       (b)  The Borrower shall provide to the Agent as of the Closing Date
and concurrently with the delivery of the financial statements described in     
Section 7.4(a) (i) a list of the Unencumbered Operating Properties, (ii) the    
certification of an Authorized Officer of the Borrower or the Guarantor, as     
applicable, of the Asset Values and that such Unencumbered Operating            
Properties are in compliance with Section 7.15(a), and (iii) operating          
statements setting forth the Net Operating Income and Operating Cash Flow for   
each of the Unencumbered Operating Properties for the previous three (3)        
fiscal quarters certified as true and correct by an Authorized Officer of the   
Borrower or the Guarantor, as applicable.  In the event that all or any         
material portion of a property within the Unencumbered Operating Properties     
shall be damaged or taken by condemnation, then such property shall no longer   
be a part of the Unencumbered Operating Properties unless and until any         
damage to such Real Estate is repaired or restored, such Real Estate becomes    
fully operational and the Agent shall receive evidence satisfactory to the      
Agent of the value, Net Operating Income and Operating Cash Flow of such Real   
Estate following such repair or restoration.                                    

  (c)  Nothing herein shall be construed as an obligation of the
Borrower to grant any mortgage, pledge or security interest to the Agent or     
the Banks in any of the Unencumbered Operating Properties, nor as an            
obligation of the Borrower to reserve any particular Unencumbered Operating     
Property as potential collateral for the Agent and the Banks; provided,         
however, that this Section 7.15(c) shall not diminish the Borrower's            
obligation to comply with the terms of this Section 7.15 or Section 7.16.       

(d)  The Borrower and the Guarantor will use commercially   
reasonable efforts to ascertain the equity ownership of each of its potential   
tenants prior to executing a Lease (excluding those tenants from whom the       
Borrower or the Guarantor derive a sufficiently small amount of revenue such    
that, in the reasonable opinion of the management of the Borrower or the        
Guarantor, rent from such tenant would not adversely affect the Borrower's      
ability to qualify as a REIT), in order to identify any tenants in which        
Ameritech owns, directly or indirectly, a ten percent (10%) or greater equity   
interest, and neither the Borrower nor any Guarantor shall enter into Leases    
with any tenants so identified.                                                 

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Section 7.16.  LIMITING AGREEMENTS.                                   

       (a)  Neither Borrower nor any of its Subsidiaries nor the Guarantor
shall enter into any agreement, instrument or transaction which has or may      
have the effect of prohibiting or limiting the Borrower's or the Guarantor's    
ability to pledge to Agent Real Estate which is owned by the Borrower or the    
Guarantor one hundred percent (100%) in fee simple.  Borrower and Guarantor     
shall take, and Borrower shall cause its Subsidiaries to take, such actions     
as are necessary to preserve the right and ability of Borrower and Guarantor    
to pledge those Real Estate assets as security for the Loans without any such   
pledge after the date hereof causing or permitting the acceleration (after      
the giving of notice or the passage of time, or otherwise) of any other         
Indebtedness of Borrower or any of its Subsidiaries or the Guarantor.  This     
Section 7.16 shall not be construed as limiting Borrower's or Guarantor's       
rights under Section 8.2 as it relates to a particular type of lien which       
the Borrower or the Guarantor may incur.                                        

    (b)  Borrower shall, upon demand by the Agent in the exercise of
the Agent's reasonable discretion,  provide to the Agent such evidence as the   
Agent may reasonably require to evidence Borrower's compliance with this        
Section 7.16, which evidence shall include, without limitation, copies of any   
agreements or instruments which would in any way restrict or limit the          
Borrower's or the Guarantor's  ability to pledge assets as security for         
Indebtedness, or which provide for the occurrence of a default (after the       
giving of notice or the passage of time, or otherwise) if assets are pledged    
in the future as security for Indebtedness of the Borrower or any of its        
Subsidiaries or the Guarantor.                                                  

 Section 7.17.  ENVIRONMENTAL AND ENGINEERING INSPECTIONS.  The Borrower
shall, with respect to each property at any time included as part of the        
Unencumbered Operating Properties, provide to the Agent evidence reasonably     
satisfactory to the Agent prior to the inclusion of such property within the    
Unencumbered Operating Properties that (a) the Borrower has completed an        
appropriate investigation of the physical condition of such property,           
including without limitation an analysis of the structural condition and        
existence of any material deferred maintenance, and that such property is in    
good condition, order and repair and that any material deferred maintenance     
has been corrected or satisfactory remediation actions are being taken, as      
determined by the Agent in its reasonable judgment, and (b) that the Borrower   
has completed an appropriate investigation of the environmental condition of    
each proposed property, including preparation of a "Phase I" report and, if     
appropriate, a "Phase II" report, in each case prepared by a recognized         
environmental engineer in accordance with customary standards which discloses   
that such property is not in violation of the representations and covenants     
set forth in this Agreement, unless satisfactory remediation actions are        
being taken, as determined by the Agent in its reasonable judgment.             

Section 8.  CERTAIN NEGATIVE COVENANTS OF THE BORROWER.               

The Borrower covenants and agrees that, so long as any Loan or Note or
Letter of Credit is outstanding or any of the Banks has any obligation to       
make any Loans or the Agent has any obligation to issue any Letters of Credit:  

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 Section 8.1.  RESTRICTIONS ON INDEBTEDNESS.  The Borrower will not, and
will not permit any of its Subsidiaries to, create, incur, assume, guarantee    
or be or remain liable, contingently or otherwise, with respect to any          
Indebtedness other than:                                                        

(a)  Indebtedness to the Banks arising under any of the Loan
Documents;                                                                      
         (b)  current liabilities of the Borrower or its Subsidiaries incurred
in the ordinary course of business, including letters of credit not to exceed   
$1,500,000.00 in the aggregate, but not incurred through (i) the borrowing of   
money, or (ii) the obtaining of credit except for credit on an open account     
basis customarily extended and in fact extended in connection with normal       
purchases of goods and services;                                                

    (c)  Indebtedness in respect of taxes, assessments, governmental
charges or levies and claims for labor, materials and supplies to the extent    
that payment therefor shall not at the time be required to be made in           
accordance with the provisions of Section 7.8;                                  

      (d)  Indebtedness in respect of judgments or awards that have been
in force for less than the applicable period for taking an appeal so long as    
execution is not levied thereunder or in respect of which the Borrower shall    
at the time in good faith be prosecuting an appeal or proceedings for review    
and in respect of which a stay of execution shall have been obtained pending    
such appeal or review;                                                          

(e)  endorsements for collection, deposit or negotiation and
warranties of products or services, in each case incurred in the ordinary       
course of business;                                                             

(f)  subject to the provisions of Section 9, Non-recourse   
Indebtedness of the Borrower or any Subsidiary of the Borrower related to the   
acquisition of Real Estate in an aggregate outstanding principal amount not     
exceeding $20,000,000.00;                                                       

 (g)  Indebtedness in respect of reverse repurchase agreements
having a term of not more than 180 days with respect to Investments described   
in Section 8.3(d) or (e);                                                       

       (h)  The Prudential Loan, provided the Prudential Loan shall remain
Non-recourse as to the Borrower; and                                            

     (i)  Indebtedness not to exceed $2,000,000.00 in the aggregate in
respect of note purchase agreement(s) relating to loans made to executive       
officers of the Borrower for the purchase of shares of beneficial interest in   
the Borrower.                                                                   

Section 8.2.  RESTRICTIONS ON LIENS, ETC.  The Borrower will not, and 
will not permit any of its Subsidiaries to, (a) create or incur or suffer to    
be created or incurred or to exist any lien, encumbrance, mortgage, pledge,     
charge, restriction or other security interest of any kind upon any of its      
property or assets of any character whether now owned or hereafter acquired,    
or upon the income or profits therefrom; (b) transfer any of its property or    
assets or the income or profits therefrom for the purpose of subjecting the     
same to the payment of Indebtedness or performance of any other obligation in   
priority to payment of its general creditors; (c) acquire, or agree or have     
an option to acquire, any property or assets upon conditional sale or other     
title retention or purchase money security agreement, device or arrangement;    
(d) suffer to exist for a period of more than 30 days after the same shall      
have been incurred any Indebtedness or claim or demand                          

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against it that if unpaid might by law or upon bankruptcy or insolvency, or     
otherwise, be given any priority whatsoever over its general creditors; or      
(e) sell, assign, pledge or otherwise transfer any accounts, contract rights,   
general intangibles, chattel paper or instruments, with or without recourse     
(collectively "Liens"); PROVIDED that, the Borrower and any Subsidiary of the   
Borrower may create or incur or suffer to be created or incurred or to exist:   

                               (i)    liens in favor of the Borrower on all or
         part of the assets of Subsidiaries of the Borrower securing
       Indebtedness owing by Subsidiaries of the Borrower to the
Borrower;                                         

                          (ii)    liens on properties to secure taxes,
             assessments and other governmental charges or claims for labor,
         material or supplies in respect of obligations not overdue;

                      (iii)    liens on properties in respect of
              judgments, awards or indebtedness, the Indebtedness with respect
        to which is permitted by Section 8.1(d) or Section 8.1(f);

                           (iv)    encumbrances on properties consisting
            of leases entered into in the ordinary conduct of the business
             of the Borrower and its Subsidiaries, easements, rights of way,
           zoning restrictions, restrictions on the use of real property
             and defects and irregularities in the title thereto, landlord's
       or lessor's liens under leases to which the Borrower or a
             Subsidiary of the Borrower is a party, and other minor liens or
              encumbrances none of which interferes materially with the use of
              the property effected in the ordinary conduct of the business of
     the Borrower and its Subsidiaries, which defects do not
        individually or in the aggregate have a materially adverse
           effect on the business of the Borrower individually or of the
    Borrower and its Subsidiaries on a consolidated basis;

                          (v)    liens on Real Estate and Short-term
         Investments securing Non-recourse Indebtedness permitted by
Section 8.1(f);                                   

                         (vi)    liens in favor of the Agent and the
Banks; and                                        

                        (vii)    liens securing the Prudential Loan.

Section 8.3.  RESTRICTIONS ON INVESTMENTS.  The Borrower will not, and
will not permit any of its Subsidiaries to, make or permit to exist or to       
remain outstanding any Investment except Investments in:                        

  (a)  marketable direct or guaranteed obligations of the United
States of America that mature within five (5) years from the date of purchase   
by the Borrower or its Subsidiary;                                              

       (b)  marketable direct obligations of any of the following: Federal
Home Loan Mortgage Corporation, Student Loan Marketing Association, Federal     
Home Loan Banks, Federal National Mortgage Association, Government National     
Mortgage Association, Bank for                                                  

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Cooperatives, Federal Intermediate Credit Banks, Federal Financing Banks,       
Export-Import Bank of the United States, Federal Land Banks, or any other       
agency or instrumentality of the United States of America;                      

      (c)  demand deposits, certificates of deposit, bankers acceptances
and time deposits of United States banks having total assets in excess of       
$100,000,000; PROVIDED, HOWEVER, that the aggregate amount at any time so       
invested with any single bank having total assets of less than $1,000,000,000   
will not exceed $200,000;                                                       

    (d)  securities commonly known as "commercial paper" issued by a
corporation organized and existing under the laws of the United States of       
America or any State which at the time of purchase are rated by Moody's         
Investors Service, Inc. or by Standard & Poor's Corporation at not less than    
"P 1" if then rated by Moody's Investors Service, Inc., and not less than       
"A 1", if then rated by Standard & Poor's Corporation;                          

(e)  mortgage-backed securities guaranteed by the Government
National Mortgage Association, the Federal National Mortgage Association or     
the Federal Home Loan Mortgage Corporation and other mortgage-backed bonds      
which at the time of purchase are rated by Moody's Investors Service, Inc. or   
by Standard & Poor's Corporation at not less than "Aa" if then rated by         
Moody's Investors Service, Inc. and not less than "AA" if then rated by         
Standard & Poor's Corporation;                                                  

     (f)  repurchase agreements having a term not greater than 90 days
and fully secured by securities described in the foregoing subsection (a),      
(b) or (e) with banks described in the foregoing subsection (c) or with         
financial institutions or other corporations having total assets in excess of   
$500,000,000;                                                                   

     (g)  shares of so-called "money market funds" registered with the
SEC under the Investment Company Act of 1940 which maintain a level per-share   
value, invest principally in investments described in the foregoing             
subsections (a) through (f) and have total assets in excess of $50,000,000;     

     (h)  subject to the provisions of Section 9.6, Investments in fee
interests in Real Estate constituting institutional grade, non-specialized      
industrial property, including earnest money deposits relating thereto and      
transaction costs;                                                              

     (i)  Investments in Subsidiaries in which the Borrower holds 100%
of the Voting Interests;                                                        

(j)  subject to the provisions of Section 9.6, interests in 
partnerships, joint ventures, corporations or other entities which own          
institutional grade real property used principally for industrial purposes;     

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        (k)  Investments in shares of beneficial interest in the Borrower,
provided that the Borrower shall give notice to the Agent concurrently with     
the financial statements provided in '7.4(b) of any such Investments that       
have occurred during the preceding fiscal quarter of the Borrower;              
(l)  Investments in purchase money notes payable to the order of the Borrower   
or any of its Subsidiaries which are received in connection with the sale by    
the Borrower or any of its Subsidiaries of Real Estate, provided that           
Borrower shall not, for any fiscal quarter, permit the aggregate outstanding    
principal balance of such purchase money notes to exceed ten percent (10%) of   
the value of the Consolidated Total Assets of the Borrower, adjusted pursuant   
to -Section-9.7; and                                                            

       (m)  Investments in notes payable to the Borrower made by executive
officers of the Borrower for the purchase of shares of beneficial interest in   
the Borrower in an aggregate outstanding principal amount not exceeding         
$2,000,000.00.                                                                  

-Section-8.4.  MERGER, CONSOLIDATION.  The Borrower will not, and will
not permit any of its Subsidiaries to, become a party to any merger or          
consolidation without the prior written consent of the Majority Banks except    
(i) the merger or consolidation of one or more of the Subsidiaries of the       
Borrower with and into the Borrower, (ii) the merger or consolidation of two    
or more Subsidiaries of the Borrower, and (iii) the merger or consolidation     
of one or more unaffiliated corporations or other entities with and into the    
Borrower where (a) the Borrower is the surviving entity, (b) immediately        
after the merger or consolidation, the original shareholders of the Borrower    
at the time of such consolidation or merger own at least fifty-one percent      
(51%) of the Voting Interests in the Borrower, (c) the purpose of the           
consolidation or merger is the acquisition of Real Estate as permitted under    
this Agreement, and (d) immediately prior to such merger the Borrower shall     
have provided to the Banks a written statement that no Default or Event of      
Default exists and a Compliance Certificate demonstrating that the Borrower     
will be in compliance with the covenants referred to therein after giving       
effect to said merger.                                                          

 -Section-8.5.  SALE AND LEASEBACK.  The Borrower will not, and will not
permit any of its Subsidiaries to, enter into any arrangement, directly or      
indirectly, whereby the Borrower or any Subsidiary of the Borrower shall sell   
or transfer any Real Estate owned by it in order that then or thereafter the    
Borrower or any Subsidiary shall lease back such Real Estate.                   

-Section-8.6.  COMPLIANCE WITH ENVIRONMENTAL LAWS.  The Borrower will 
not, and will not permit any of its Subsidiaries, to do any of the following:   
(a) use any of the Real Estate or any portion thereof as a facility for the   
handling, processing, storage or disposal of Hazardous Substances, except for   
small quantities of Hazardous Substances used in the ordinary course of         
business and in compliance with all applicable Environmental Laws, (b) cause    
or permit to be located on any of the Real Estate any underground tank or       
other underground storage receptacle for Hazardous Substances except in full    
compliance with Environmental Laws, (c) generate any Hazardous Substances on    
any of the Real Estate except in full compliance with Environmental Laws, (d)   
conduct any activity at any Real Estate or use any Real Estate in any manner    
so as to cause a                                                                

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Release of Hazardous Substances on, upon or into the Real Estate or any         
surrounding properties or any threatened Release of Hazardous Substances        
which might give rise to liability under CERCLA or any other Environmental      
Law, or (e) directly or indirectly transport or arrange for the transport of    
any Hazardous Substances (except in compliance with all Environmental Laws).    

The Borrower shall:                                                     

      (i) in the event of any change in Environmental Laws governing the
assessment, release or removal of Hazardous Substances, which change would      
lead a prudent owner of real property to require additional testing to avail    
itself of any statutory insurance or limited liability, take all action         
(including, without limitation, the conducting of engineering tests at the      
sole expense of the Borrower) to determine whether Hazardous Substances were    
ever Released or disposed of on the Real Estate; and                            

     (ii)     if any Release or disposal of Hazardous Substances shall
occur or shall have occurred on the Real Estate (including without limitation   
any such Release or disposal occurring prior to the acquisition of such Real    
Estate by the Borrower), cause the prompt containment and removal of such       
Hazardous Substances and remediation of the Real Estate in full compliance      
with all applicable laws and regulations and to the satisfaction of the         
Majority Banks; PROVIDED, that the Borrower shall be deemed to be in            
compliance with Environmental Laws for the purpose of this clause (ii) so       
long as it or a responsible third party with sufficient financial resources     
is taking reasonable action to remediate or manage any event of noncompliance   
to the satisfaction of the Majority Banks and no action shall have been         
commenced by any enforcement agency.  The Majority Banks may engage their own   
Environmental Engineer to review the environmental assessments and the          
Borrower's compliance with the covenants contained herein, the cost of which    
shall be borne by the Borrower.                                                 

  At any time after an Event of Default shall have occurred hereunder, or,
whether or not an Event of Default shall have occurred, at any time that the    
Agent or the Majority Banks shall have reasonable grounds to believe that a     
Release or threatened Release of Hazardous Substances may have occurred,        
relating to any Real Estate, or that any of the Real Estate is not in           
compliance with the Environmental Laws, and, unless such Real Estate is an      
Unencumbered Operating Property, that such Release, threatened Release or       
noncompliance may be reasonably expected to have a material adverse effect on   
the Borrower as determined by the Agent in the exercise of its sole             
discretion, the Agent may at its election (and will at the request of the       
Majority Banks excluding the Agent) obtain such environmental assessments of    
such Real Estate prepared by an Environmental Engineer as may be necessary or   
advisable for the purpose of evaluating or confirming (i) whether any           
Hazardous Substances are present in the soil or water at or adjacent to such    
Real Estate and (ii) whether the use and operation of such Real Estate comply   
with all Environmental Laws.  Environmental assessments may include detailed    
visual inspections of such Real Estate including, without limitation, any and   
all storage areas, storage tanks, drains, dry wells and leaching areas, and     
the taking of soil samples, as well as such other investigations or analyses    
as are necessary or appropriate for a complete determination of the             
compliance of such Real Estate and the use and operation thereof with all       
applicable Environmental Laws. All                                              

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such environmental assessments shall be at the sole cost and expense of the     
Borrower.                                                                       

-Section-8.7.  DISTRIBUTIONS.  The Borrower will not make any         
Distributions which would cause it to violate any of the following covenants:   
    (a)  Pay any Distribution to the shareholders of the Borrower if
such Distribution is in excess of the greater of (i) the minimum                
Distributions required under the Code to maintain the REIT status of the        
Borrower, and (ii) the amount which, when added to the amount of all other      
Distributions paid in the same fiscal quarter, would exceed (a) eighty-five     
percent (85%) of its Funds from Operations for such fiscal quarter (except      
that, for the first fiscal quarter after the Closing Date only, such            
percentage shall be increased to ninety-five percent (95%)), and (b) one        
hundred ten percent (110%) of its Cash Available for Distribution for the       
preceding four quarters (except that, commencing with any fiscal quarter        
after December 31, 1996, such percentage shall be decreased to one hundred      
percent (100%));                                                                

      (b)  In the event that an Event of Default shall have occurred and
be continuing, the Majority Banks may require that the Borrower make no         
Distributions other than the minimum Distributions required under the Code to   
maintain the REIT Status of the Borrower, as evidenced by a certification of    
an Authorized Officer of the Borrower containing calculations in reasonable     
detail satisfactory in form and substance to the Agent; and                     

    (c)  Notwithstanding the foregoing, at any time when an Event of
Default shall have occurred and the maturity of the Obligations has been        
accelerated, the Majority Banks may prohibit Borrower from making any           
Distributions whatsoever, directly or indirectly.                               

-Section-8.8.  ASSET SALES.  Neither the Borrower nor any Subsidiary    
shall sell, transfer or otherwise dispose of any Real Estate or other           
Investment described in -Section-8.3(j) or (k) or any of the Unencumbered       
Operating Properties in excess of twenty percent (20%) of the value of the      
Consolidated Total Assets of the Borrower, adjusted pursuant to -Section-9.7    
(except as the result of a condemnation or casualty and except for the          
granting of Permitted Liens, as applicable) unless there shall have been        
delivered to the Banks a statement that no Default or Event of Default exists   
and a certification that the Borrower will be in compliance with its            
covenants referred to therein after giving effect to such sale, transfer or     
other disposition.                                                              

-Section-8.9.  DEVELOPMENT ACTIVITY.  Neither the Borrower nor any      
Subsidiary shall engage, directly or indirectly, in the development of          
commercial real estate except for the development of one hundred percent        
(100%) preleased, build-to-suit bulk distribution facilities, the aggregate     
cost of which facilities (on a fully developed basis) under development at      
any one time shall not exceed ten percent (10%) of the value of the             
Consolidated Total Assets of the Borrower, adjusted pursuant to -Section-9.7.   
For purposes of this -Section-8.9, the term "development" shall include new   
construction or the substantial renovation or rehabilitation of improvements    
to real property.  A project shall be considered to be under development        
until final certificates of occupancy or the equivalent have been issued for    
the entire project and the project is 100% leased to tenants actually paying    
rent.  Without limiting the generality of the foregoing, the Borrower           

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acknowledges that for the purposes of this Agreement, (i) any interest by the   
Borrower or any Subsidiary in a property which is proposed to be developed,     
or any interest therein pursuant to which the Borrower or any Subsidiary has    
the right to approve site plans or other plans and specifications or pursuant   
to which such party's obligations are conditioned upon the achievement of       
certain initial lease-up levels, or (ii) any agreement by the Borrower or any   
Subsidiary which obligates such party to contribute or otherwise advance        
funds in connection with or upon completion of the development of a property,   
or (iii) any acquisition of a property which is proposed to be developed or     
which is under development and initial lease-up at the time such agreement is   
entered into, shall be considered a "development" for the purposes of this      
-Section-8.9; provided, however, that nothing in this -Section-8.9 shall        
prohibit the Borrower or any Subsidiary from entering into an agreement to      
acquire Real Estate at a time when such Real Estate has been developed and      
initially leased by another Person.                                             

-Section-8.10.  SOURCES OF CAPITAL.  The Borrower shall, at all times 
that the Borrower or any of its Subsidiaries is engaging in any development     
as provided in -Section-8.9 or has entered into any agreement to acquire        
properties under purchase agreements, maintain available sources of capital     
equal to the total cost to acquire and complete such developments and to        
purchase such properties, which sources of capital shall be acceptable to the   
Agent in its reasonable discretion.  Amounts available to be disbursed for      
such purposes pursuant to this Agreement may be considered as a source of       
capital for the purposes of this -Section-8.10.  The Non-recourse               
Indebtedness described in -Section-8.1(f) shall be considered a source of       
such capital.                                                                   

  -Section-8.11.  RESTRICTION ON PREPAYMENT OF INDEBTEDNESS.  The Borrower
shall not prepay the principal amount, in whole or in part, of any              
Indebtedness other than the Obligations after the occurrence of any Event of    
Default; provided, however, that this -Section-8.11 shall not prohibit the      
prepayment of Indebtedness which is financed solely from the proceeds of a      
new loan which would otherwise be permitted by the terms of -Section-8.1.       

-Section-9.  FINANCIAL COVENANTS OF THE BORROWER.                     

The Borrower covenants and agrees that, so long as any Loan or Note or
Letter of Credit is outstanding or any of the Banks has any obligation to       
make any Loans or the Agent has any obligation to issue any Letters of Credit   
it will comply with the following:                                              

-Section-9.1.  LIABILITIES TO TANGIBLE NET WORTH RATIO.  The Borrower 
will not, at the end of any fiscal quarter, permit the ratio of Consolidated    
Total Liabilities to Consolidated Tangible Net Worth of the Borrower to         
exceed 0.75 to 1.                                                               

 -Section-9.2.  DEBT COVERAGE.  The Borrower will not, at the end of any
fiscal quarter, permit the Funds from Operations plus expensed interest for     
such fiscal quarter and the preceding three fiscal quarters (the ATest          
Period@) to be less than 2.5 times the Debt Service for the Test Period.  For   
purposes of testing compliance with this covenant only, if Debt Service         
includes capitalized interest incurred as the result of Borrower or its         
Subsidiary engaging in a development activity                                   

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permitted by -Section-8.9, Funds from Operations for each fiscal quarter in     
which interest is so capitalized as a result of such development shall          
include the Pro Forma Development Net Operating Income for such development.    
For any fiscal quarter, the Pro Forma Development Net Operating Income shall    
be the amount obtained by multiplying (x) the quarterly Net Operating Income    
which the Borrower and the Agent mutually agree will be derived immediately     
following the completion of such development project and the delivery of        
leased premises to tenants with signed leases on the basis of such signed       
leases in effect as of the date of such calculation (any cancellation or        
termination options contained in such leases must be acceptable to the Agent    
in the exercise of its reasonable discretion), by (y) the quotient obtained     
by dividing (i) the amount of Loans advanced under this Agreement in            
connection with the construction of such development project during the         
fiscal quarter in question, by (ii) the total project costs incurred for such   
development project as of the end of the fiscal quarter in question. The        
Borrower shall provide the Agent with copies of such leases, information        
regarding project costs and such other information, data and reports as the     
Agent shall require in order to test compliance with this covenant.             

  -Section-9.3.  FIXED CHARGE COVERAGE.  The Borrower will not, at the end
of any fiscal quarter, permit the Cash Available for Distribution plus          
expensed interest for any Test Period to be less than 1.75 times the Debt       
Service for such Test Period.                                                   

 -Section-9.4.  BORROWING BASE. The Borrower will not, at the end of any
fiscal quarter, permit the Outstanding principal balance of the Loans and       
Outstanding Letters of Credit (including Letters of Credit accepted but         
unpaid) as of the date of determination to be greater than the Borrowing Base   
as determined as of the same date.                                              

  -Section-9.5.  TANGIBLE NET WORTH.  The Borrower will not, at the end of
any fiscal quarter, permit its Consolidated Tangible Net Worth to be less       
than $155,000,000.00 plus the amount of any net proceeds received from any      
Equity Offering subsequent to March 1, 1996.                                    

-Section-9.6.  REAL ESTATE ASSETS.                                    

   (a)  The Borrower shall not, for any fiscal quarter, permit the
Asset Value of its direct or indirect interests in joint ventures or            
partnerships to exceed ten percent (10%) of the value of the Consolidated       
Total Assets of the Borrower, adjusted pursuant to -Section-9.7; provided       
that the Borrower shall be required to own a majority interest in any such      
entities with full right, power and authority to control the underlying         
assets thereof, including the right to encumber and convey such assets (the     
forgoing limitation contained in this -Section-9.6shall not apply if the        
Borrower and its Subsidiaries, on a Consolidated basis,own one hundred          
percent (100%) of the total interests in such entities and nothird party        
investors are involved).                                                        

   (b)  The Borrower shall not, for any fiscal quarter, permit its
direct or indirect interests in non-income producing land assets to exceed      
three percent (3%) of the value of the Consolidated Total Assets of the         
Borrower, adjusted pursuant to -Section-9.7.                                    

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  -Section-9.7.  VALUE ADJUSTMENT.  The Borrower and the Banks have agreed
to a one-time market value adjustment to the Asset Value of each parcel of      
Real Estate as contained in SCHEDULE 3 attached hereto and by this reference    
incorporated herein, and the financial covenants set forth in -Section-9.1,     
-Section-9.4, -Section-9.5 and -Section-9.6 shall for the term of this          
Agreement be tested against the market value of each such parcel of Real        
Estate, based on such one-time market value adjustment.  As so adjusted, the    
Asset Value of the Initial Unencumbered Operating Properties is                 
$110,689,687.00, and the Asset Value of the Real Estate is $269,416,009.00.     
Within thirty (30) days of the Closing Date, the Borrower shall provide the     
Agent with a schedule listing the book value of each parcel of Real Estate.     

-Section-9.8.  ANNUALIZATION OF RESULTS.  In the event that the       
covenants and other provisions contained in this Agreement shall require the    
submission of data for four consecutive fiscal quarters and the Borrower        
shall not have such data available at the time in question, the Agent shall     
annualize the available data in such manner as the Agent shall determine in     
its sole discretion so as to allow calculations and other tests to be           
performed with respect to four consecutive fiscal quarters.                     

-Section-10.  CLOSING CONDITIONS.                                     

The obligations of the Agent and the Banks to make the initial Loans  
and/or the Agent to issue the initial Letters of Credit shall be subject to     
the satisfaction of the following conditions precedent on or prior to March     
15, 1996:                                                                       

-Section-10.1.  LOAN DOCUMENTS.  Each of the Loan Documents (including
any amendments to the Loan Documents securing the Original Credit Agreement     
as required by the Agent) shall have been duly executed and delivered by the    
respective parties thereto, shall be in full force and effect and shall be in   
form and substance satisfactory to the Majority Banks.  The Agent shall have    
received a fully executed copy of each such document, except that each Bank     
shall have received a fully executed counterpart of its Note.  The Agent is     
authorized by the Banks to execute on behalf of the Banks and the Agent, as     
applicable, any amendments to the Loan Documents securing the Original Credit   
Agreement.                                                                      

  -Section-10.2.  CERTIFIED COPIES OF ORGANIZATIONAL DOCUMENTS.  The Agent
shall have received from the Borrower and the Guarantor, a copy, certified as   
of a recent date by the appropriate officer of each State in which the          
Borrower and the Guarantor is organized and an Authorized Officer of the        
Borrower and the Guarantor, as applicable, to be true and complete, of the      
articles or certificate of incorporation of the Borrower and the agreement      
and certificate of limited partnership of the Guarantor or its qualification    
to do business, as applicable, as in effect on such date of certification (or   
a certification satisfactory to the Agent that there have been no changes to    
the foregoing since the date they were provided to the Agent in connection      
with the execution of the Original Credit Agreement).                           

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-Section-10.3.  BYLAWS; RESOLUTIONS AND CONSENTS.  All action on the  
part of the Borrower and the Guarantor necessary for the valid execution,       
delivery and performance by the Borrower and the Guarantor of this Agreement    
and the other Loan Documents to which it is or is to become a party shall       
have been duly and effectively taken, and evidence thereof satisfactory to      
the Agent shall have been provided to the Agent.  The Agent shall have          
received from the Borrower true copies of its bylaws and the resolutions        
adopted by its board of directors authorizing the transactions described        
herein, and from the Guarantor all necessary partner consents authorizing the   
transactions described herein, each certified by an Authorized Officer of the   
Borrower and the Guarantor, as applicable,  as of a recent date to be true      
and complete (or a certification satisfactory to the Agent that there have      
been no changes to the foregoing since the date they were provided to the       
Agent in connection with the execution of the Original Credit Agreement).       

-Section-10.4.  INCUMBENCY CERTIFICATE; AUTHORIZED SIGNERS.  The Agent
shall have received from the Borrower and the Guarantor an incumbency           
certificate, dated as of the Closing Date, signed by an Authorized Officer of   
the Borrower and the Guarantor, as applicable, and giving the name and          
bearing a specimen signature of each individual who shall be authorized: (a)    
to sign, in the name and on behalf of the Borrower and the Guarantor, each of   
the Loan Documents to which the Borrower and the Guarantor is or is to become   
a party; (b) to make Loan and Conversion Requests; and (c) to give notices      
and to take other action on behalf of the Borrower and the Guarantor under      
the Loan Documents.                                                             

-Section-10.5.  OPINION OF COUNSEL.  The Agent shall have received a  
favorable opinion addressed to the Banks and the Agent and dated as of the      
Closing Date, in form and substance satisfactory to the Agent, from each of     
Goodwin, Procter & Hoar, Landels Ripley & Diamond and Ballard, Spahr Andrews    
& Ingersoll, counsel of the Borrower and the Guarantor, as to such matters as   
the Agent shall reasonably request.                                             

-Section-10.6.  PAYMENT OF FEES.  The Borrower shall have paid to the 
Agent the fees required to be paid as of the Closing Date pursuant to           
-Section-4.2.                                                                   

-Section-10.7.  PERFORMANCE; NO DEFAULT.  The Borrower shall have     
performed and complied with all terms and conditions herein required to be      
performed or complied with by it on or prior to the Closing Date, and on the    
Closing Date there shall exist no Default or Event of Default.                  

  -Section-10.8.  REPRESENTATIONS AND WARRANTIES.  The representations and
warranties made by the Borrower and the Guarantor in the Loan Documents or      
otherwise made by or on behalf of the Borrower, the Guarantor or any            
Subsidiaries of the Borrower in connection therewith or after the date          
thereof shall have been true and correct in all material respects when made     
and shall also be true and correct in all material respects on the Closing      
Date.                                                                           

-Section-10.9.  PROCEEDINGS AND DOCUMENTS.  All proceedings in        
connection with the transactions contemplated by this Agreement and the other   
Loan Documents shall be reasonably satisfactory to the Agent and the Agent's    
Special Counsel in form and substance, and the Agent shall have                 

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received all information and such counterpart originals or certified copies     
of such documents and such other certificates, opinions or documents as the     
Agent and the Agent's Special Counsel may reasonably require.                   

  -Section-10.10.  COMPLIANCE CERTIFICATE.  A Compliance Certificate dated
as of the date of the Closing Date demonstrating compliance with each of the    
covenants calculated therein as of the most recent fiscal quarter end for       
which the Borrower and the Guarantor have provided financial statements under   
-Section-6.4, adjusted in the best good faith estimate of the Borrower and      
the Guarantor and dated as of the date of the Closing Date shall have been      
delivered to the Agent.                                                         

-Section-10.11.  OTHER.  The Agent shall have reviewed such other     
documents, instruments, certificates, opinions, assurances, consents and        
approvals as the Agent or the Agent's Special Counsel may reasonably have       
requested.                                                                      

-Section-10.12. INTENTIONALLY OMITTED.                                

-Section-10.13.  INTENTIONALLY OMITTED.                               

 -Section-10.14.  EQUITY OFFERING.  If the amount of the requested Loans
and/or Letters of Credit (plus the amount of any Outstanding Loans under the    
Original Credit Agreement) exceeds the Funding Cap as of the date of this       
Agreement, the Agent shall have received evidence reasonably satisfactory to    
the Majority Banks that the Borrower shall have received gross proceeds from    
an Equity Offering in at least the amount of the excess of the amount of such   
Loans and/or Letters of Credit over the Funding Cap as of the date of this      
Agreement.                                                                      

-Section-10.15.  TANGIBLE NET WORTH.  The Borrower shall have a       
Consolidated Tangible Net Worth, adjusted for market values pursuant to         
-Section-9.7, of not less than $185,000,000.00.                                 

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

  -Section-10.17.  MANAGEMENT OF THE BORROWER.  There shall be no material
change in the management of the Borrower.                                       

-Section-11. CONDITIONS TO ALL BORROWINGS.                            

The obligations of the Banks to make any Loan or of the Agent to issue
any Letter of Credit, whether on or after the Closing Date, shall also be       
subject to the satisfaction of the following conditions precedent:              

  -Section-11.1.  PRIOR CONDITIONS SATISFIED.  All conditions set forth in
'10 shall continue to be satisfied as of the date upon which any Loan is to     
be made.                                                                        

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-Section-11.2.  REPRESENTATIONS TRUE; NO DEFAULT.  Each of the        
representations and warranties of the Borrower and the Guarantor contained in   
this Agreement, the other Loan Documents or in any document or instrument       
delivered pursuant to or in connection with this Agreement shall be true in     
all material respects as of the date as of which they were made and shall       
also be true in all material respects at and as of the time of the making of    
such Loan, with the same effect as if made at and as of that time (except to    
the extent of changes resulting from transactions contemplated or permitted     
by this Agreement and the other Loan Documents and changes occurring in the     
ordinary course of business that singly or in the aggregate are not             
materially adverse, and except to the extent that such representations and      
warranties relate expressly to an earlier date) and no Default or Event of      
Default shall have occurred and be continuing.  Each of the Banks shall have    
received a certificate of the Borrower signed by an Authorized Officer of the   
Borrower to such effect.                                                        

-Section-11.3.  NO LEGAL IMPEDIMENT.  No change shall have occurred in
any law or regulations thereunder or interpretations thereof that in the        
reasonable opinion of any Bank would make it illegal for such Bank to make      
such Loan.                                                                      

 -Section-11.4.  GOVERNMENTAL REGULATION.  Each Bank shall have received
such statements in substance and form reasonably satisfactory to such Bank as   
such Bank shall require for the purpose of compliance with any applicable       
regulations of the Comptroller of the Currency or the Board of Governors of     
the Federal Reserve System.                                                     

-Section-11.5.  PROCEEDINGS AND DOCUMENTS.  All proceedings in        
connection with the Loan shall be satisfactory in substance and in form to      
the Majority Banks, and the Majority Banks shall have received all              
information and such counterpart originals or certified or other copies of      
such documents as the Majority Banks may reasonably request.                    

-Section-11.6.  BORROWING DOCUMENTS.  In the case of any request for a
Loan, the Agent shall have received a copy of the request for a Loan required   
by -Section-2.6 in the form of EXHIBIT B hereto, fully completed.               

-Section-12.  EVENTS OF DEFAULT; ACCELERATION; ETC.                   

-Section-12.1.  EVENTS OF DEFAULT AND ACCELERATION.  If any of the    
following events ("Events of Default" or, if the giving of notice or the        
lapse of time or both is required, then, prior to such notice or lapse of       
time, "Defaults") shall occur:                                                  

       (a)  the Borrower shall fail to pay any principal of the Loans when
the same shall become due and payable, whether at the stated date of maturity   
or any accelerated date of maturity or at any other date fixed for payment;     

    (b)  the Borrower shall fail to pay any interest on the Loans or
any other sums due hereunder or under any of the other Loan Documents, when     
the same shall become due and                                                   

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payable, whether at the stated date of maturity or any accelerated date of      
maturity or at any other date fixed for payment;                                

      (c)  the Borrower shall fail to comply with any covenant contained
in -Section-7.15 or -Section-7.16;                                              

      (d)  the Borrower shall fail to comply with any covenant contained
in Article 9, and such failure shall continue for 45 days after written         
notice thereof shall have been given to the Borrower by the Agent;              

       (e)  the Borrower or any of its Subsidiaries or the Guarantor shall
fail to perform any other term, covenant or agreement contained herein or in    
any of the other Loan Documents (other than those specified above in this       
-Section-12);                                                                   

     (f)  any representation or warranty of the Borrower or any of its
Subsidiaries or the Guarantor in this Agreement or any other Loan Document,     
or in any report, certificate, financial statement, request for a Loan, or in   
any other document or instrument delivered pursuant to or in connection with    
this Agreement, any advance of a Loan or any of the other Loan Documents        
shall prove to have been false in any material respect upon the date when       
made or deemed to have been made or repeated;                                   

       (g)  the Borrower or any of its Subsidiaries or the Guarantor shall
fail to pay at maturity, or within any applicable period of grace, any          
obligation for borrowed money or credit received or other Indebtedness,         
including, without limitation, the Prudential Loan, or fail to observe or       
perform any material term, covenant or agreement contained in any agreement     
by which it is bound, evidencing or securing any such borrowed money or         
credit received or other Indebtedness for such period of time as would permit   
(assuming the giving of appropriate notice if required) the holder or holders   
thereof or of any obligations issued thereunder to accelerate the maturity      
thereof;                                                                        

      (h)  the Borrower or any of its Subsidiaries or the Guarantor, (A)
shall make an assignment for the benefit of creditors, or admit in writing      
its general inability to pay or generally fail to pay its debts as they         
mature or become due, or shall petition or apply for the appointment of a       
trustee or other custodian, liquidator or receiver of the Borrower or any of    
its Subsidiaries or the Guarantor or of any substantial part of the assets of   
any thereof, (B) shall commence any case or other proceeding relating to the    
Borrower or any of its Subsidiaries or the Guarantor under any bankruptcy,      
reorganization, arrangement, insolvency, readjustment of debt, dissolution or   
liquidation or similar law of any jurisdiction, now or hereafter in effect,     
or (C) shall take any action to authorize or in furtherance of any of the       
foregoing;                                                                      

     (i)  a petition or application shall be filed for the appointment
of a trustee or other custodian, liquidator or receiver of the Borrower or      
any of its Subsidiaries or the Guarantor or any substantial part of the         
assets of any thereof, or a case or other proceeding shall be                   

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commenced against the Borrower or any of its Subsidiaries or the Guarantor      
underany bankruptcy, reorganization, arrangement, insolvency, readjustment of   
debt,dissolution or liquidation or similar law of any jurisdiction, now or      
hereafter in effect, and the Borrower or any of its Subsidiaries or the         
Guarantor shall indicate its approval thereof, consent thereto or               
acquiescence therein or such petition, application, case or proceeding shall    
not have been dismissed within 60 days following the filing or commencement     
thereof;                                                                        

  (j)  a decree or order is entered appointing any such trustee,
custodian, liquidator or receiver or adjudicating the Borrower or any of its    
Subsidiaries or the Guarantor bankrupt or insolvent, or approving a petition    
in any such case or other proceeding, or a decree or order for relief is        
entered in respect of the Borrower or any of its Subsidiaries or the            
Guarantor, in each case of the foregoing in an involuntary case under federal   
bankruptcy laws as now or hereafter constituted;                                

   (k)  there shall remain in force, undischarged, unsatisfied and
unstayed, for more than 60 days, whether or not consecutive, any uninsured      
final judgment against the Borrower or any of its Subsidiaries or the           
Guarantor that, with other outstanding uninsured final judgments,               
undischarged, against the Borrower or any of its Subsidiaries or the            
Guarantor exceeds in the aggregate $5,000,000.00;                               

    (l)  if any of the Loan Documents shall be canceled, terminated,
revoked or rescinded otherwise than in accordance with the terms thereof or     
with the express prior written agreement, consent or approval of the Banks,     
or any action at law, suit in equity or other legal proceeding to cancel,       
revoke or rescind any of the Loan Documents shall be commenced by or on         
behalf of the Borrower or the Guarantor or any of its holders of Voting         
Interests, or any court or any other governmental or regulatory authority or    
agency of competent jurisdiction shall make a determination that, or issue a    
judgment, order, decree or ruling to the effect that, any one or more of the    
Loan Documents is illegal, invalid or unenforceable in accordance with the      
terms thereof in any material respect as determined by the Majority Banks;      

       (m)  any dissolution, termination, partial or complete liquidation,
merger or consolidation of the Borrower or the Guarantor, or any sale,          
transfer or other disposition of the assets of the Borrower or the Guarantor,   
other than as permitted under the terms of this Agreement or the other Loan     
Documents;                                                                      

      (n)  any suit or proceeding shall be filed against the Borrower or
the Guarantor or any of their respective assets which in the good faith         
business judgment of the Majority Banks after giving consideration to the       
likelihood of success of such suit or proceeding and the availability of        
insurance to cover any judgment with respect thereto and based on the           
information available to them, if adversely determined, would have a            
materially adverse affect on the ability of the Borrower or the Guarantor to    
perform each and every one of its obligations under and by virtue of the Loan   
Documents;                                                                      

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       (o)  the Borrower or the Guarantor, shall be indicted for a federal
crime, a punishment for which could include the forfeiture of any assets of     
the Borrower or the Guarantor;                                                  

      (p)  Allen J. Anderson shall cease to be the Chairman of the Board
and Milton Reeder shall cease to be the President of the Borrower, and a        
competent and experienced successor for such Person shall not be approved by    
the Majority Banks within three (3) months of such event;                       

    (q)  the Borrower shall no longer own directly or indirectly one
hundred percent (100%) of the Voting Interests of the Guarantor;                

     (r)  the Guarantor denies that the Guarantor has any liability or
obligation under the Guaranty, or shall notify the Agent or any of the Banks    
of the Guarantor's intention to attempt to cancel or terminate the Guaranty,    
or shall fail to observe or comply with any term, covenant, condition or        
agreement under the Guaranty; or                                                

(s)  the Borrower shall make any payment with respect to the
Debentures, including principal thereto or interest or premium thereon,         
except as specifically approved by the Banks as provided herein or any          
subordination and standstill agreement executed pursuant hereto or there        
shall be a default by Ameritech pursuant to any subordination and standstill    
agreement executed pursuant hereto;                                             

then, and in any such event, the Agent may, and upon the request of the         
Majority Banks shall, by notice in writing to the Borrower declare all          
amounts owing with respect to this Agreement, the Notes and the other Loan      
Documents to be, and they shall thereupon forthwith become, immediately due     
and payable without presentment, demand, protest or other notice of any kind,   
all of which are hereby expressly waived by the Borrower; PROVIDED that in      
the event of any Event of Default specified in Section 12.1(h), Section         
12.1(i) or Section 12.1(j), all such amounts shall become immediately due and   
payable automatically and without any requirement of notice from any of the     
Banks or the Agent.  The Borrower and any other Person shall be entitled to     
conclusively rely on a statement from the Agent that it has the authority to    
act for and bind the Banks pursuant to this Agreement and the other Loan        
Documents.                                                                      

Section 12.2.  LIMITATION OF CURE PERIODS.  Notwithstanding anything  
contained in Section 12.1 to the contrary, (i) no Event of Default shall        
exist hereunder upon the occurrence of any failure described in Section         
12.1(a) or Section 12.1(b) in the event that the Borrower cures such default    
within five (5) days following receipt of written notice of such default,       
provided that no such cure period shall apply to any payments due upon the      
maturity of the Notes; (ii) no Event of Default shall exist hereunder upon      
the occurrence of any failure described in Section 12.1(c) as it pertains to    
Section 7.15 only in the event that the Borrower cures such default within      
sixty (60) days following receipt of written notice of such default; and        
(iii) no Event of Default shall exist hereunder upon the occurrence of any      
failure described in Section 12.1(e) in the event that the Borrower cures       
such default within forty-five (45) days following receipt of written notice    
of such default, provided that the provisions of                                

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this clause (iii) shall not pertain to any default consisting of a failure to   
comply with Section 7.4(e), or to any default excluded from any provision of    
cure of defaults contained in any other of the Loan Documents.                  

 Section 12.3.  TERMINATION OF COMMITMENTS.  If any one or more Events
of Default specified in Section 12.1(h), Section 12.1(i), Section 12.1(j),      
Section 12.1(l) or Section 12.1(r) shall occur, then immediately and without    
any action on the part of the Agent or any Bank any unused portion of the       
credit hereunder shall terminate and the Banks shall be relieved of all         
obligations to make Loans or provide Letters of Credit to the Borrower.  If     
any other Event of Default shall have occurred and be continuing, the Agent,    
upon the election of the Majority Banks, may by notice to the Borrower          
terminate the obligation to make Loans or provide Letters of Credit to the      
Borrower.  No termination under this Section 12.2 shall relieve the Borrower    
of its obligations to the Banks arising under this Agreement or the other       
Loan Documents.                                                                 

Section 12.4.  REMEDIES. In case any one or more of the Events of   
Default shall have occurred and be continuing, and whether or not the Banks     
shall have accelerated the maturity of the Loans pursuant to Section 12.1,      
the Agent on behalf of the Banks, may, with the consent of the Majority Banks   
but not otherwise, proceed to protect and enforce their rights and remedies     
under this Agreement, the Notes or any of the other Loan Documents by suit in   
equity, action at law or other appropriate proceeding, whether for the          
specific performance of any covenant or agreement contained in this Agreement   
and the other Loan Documents or any instrument pursuant to which the            
Obligations are evidenced, including to the full extent permitted by            
applicable law the obtaining of the EX PARTE appointment of a receiver, and,    
if such amount shall have become due, by declaration or otherwise, proceed to   
enforce the payment thereof or any other legal or equitable right.  No remedy   
herein conferred upon the Agent or the holder of any Note is intended to be     
exclusive of any other remedy and each and every remedy shall be cumulative     
and shall be in addition to every other remedy given hereunder or now or        
hereafter existing at law or in equity or by statute or any other provision     
of law.  In the event that all or any portion of the Obligations is collected   
by or through an attorney-at-law, the Borrower shall pay all costs of           
collection including, but not limited to, reasonable attorney's fees not to     
exceed fifteen percent (15%) of such portion of the Obligations.                
Notwithstanding anything herein to the contrary, upon the occurrence of any     
Event of Default, an amount equal to the aggregate amount of the Outstanding    
Letters of Credit (including Letters of Credit accepted but unpaid) shall, at   
the Majority Banks' option, without demand upon or further notice to the        
Borrower, be deemed to have been paid or disbursed by the Agent under the       
Letter of Credit and a Loan to the Borrower from the Banks in such amount to    
have been made and accepted, which Loan shall be immediately due and payable.   

Section 12.5.  DISTRIBUTION OF PROCEEDS.  In the event that, following
the occurrence or during the continuance of any Event of Default, any monies    
are received in connection with the enforcement of any of the Loan Documents,   
or otherwise with respect to the realization upon any of the assets of the      
Borrower, such monies shall be distributed for application as follows:          

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(a)  First, to the payment of, or (as the case may be) the  
reimbursement of, the Agent for or in respect of all reasonable costs,          
expenses, disbursements and losses which shall have been incurred or            
sustained by the Agent in connection with the collection of such monies by      
the Agent, for the exercise, protection or enforcement by the Agent of all or   
any of the rights, remedies, powers and privileges of the Agent under this      
Agreement or any of the other Loan Documents or in support of any provision     
of adequate indemnity to the Agent against any taxes or liens which by law      
shall have, or may have, priority over the rights of the Agent to such monies;  

     (b)  Second, to all other Obligations in such order or preference
as the Majority Banks shall determine; PROVIDED, HOWEVER, that (i) in the       
event that any Bank shall have wrongfully failed or refused to make an          
advance under Section 2.7 and such failure or refusal shall be continuing,      
advances made by other Banks during the pendency of such failure or refusal     
shall be entitled to be repaid as to principal and accrued interest in          
priority to the other Obligations described in this subsection (b), and (ii)    
Obligations owing to the Banks with respect to each type of Obligation such     
as interest, principal, fees and expenses, shall be made among the Banks PRO    
RATA; and PROVIDED, further that the Majority Banks may in their discretion     
make proper allowance to take into account any Obligations not then due and     
payable; and                                                                    

        (c)  Third, the excess, if any, shall be returned to the Borrower or
to such other Persons as are entitled thereto.                                  

Section 13.  INTENTIONALLY OMITTED.                                   

Section 14.  THE AGENT.                                               

Section 14.1.  AUTHORIZATION.  The Agent is authorized to take such   
action on behalf of each of the Banks and to exercise all such powers as are    
hereunder and under any of the other Loan Documents and any related documents   
delegated to the Agent, together with such powers as are reasonably incident    
thereto, PROVIDED that no duties or responsibilities not expressly assumed      
herein or therein shall be implied to have been assumed by the Agent.  The      
relationship between the Agent and the Banks is and shall be that of agent      
and principal only, and nothing contained in this Agreement or any of the       
other Loan Documents shall be construed to constitute the Agent as a trustee    
for any Bank.  Unless they have been expressly notified in writing by all of    
the Banks to the contrary, the Borrower and any other Person shall be           
entitled to conclusively rely on a statement from the Agent that it has the     
authority to act for and bind the Banks pursuant to this Agreement and the      
other Loan Documents.                                                           

 Section 14.2.  EMPLOYEES AND AGENTS.  The Agent may exercise its powers
and execute its duties by or through employees or agents and shall be           
entitled to take, and to rely on, advice of counsel concerning all matters      
pertaining to its rights and duties under this Agreement and the other Loan     
Documents. The Agent may utilize the services of such Persons as the Agent      
may reasonably determine, and all reasonable fees and expenses of any such      
Persons shall be paid by the                                                    

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Borrower.                                                                     

Section 14.3.  NO LIABILITY.  Neither the Agent nor any of its        
shareholders, directors, officers or employees nor any other Person assisting   
them in their duties nor any agent, or employee thereof, shall be liable for    
any waiver, consent or approval given or any action taken, or omitted to be     
taken, in good faith by it or them hereunder or under any of the other Loan     
Documents, or in connection herewith or therewith, or be responsible for the    
consequences of any oversight or error of judgment whatsoever, except that      
the Agent or such other Person, as the case may be, may be liable for losses    
due to its willful misconduct or gross negligence.                              

Section 14.4.  NO REPRESENTATIONS.  The Agent shall not be responsible
for the execution or validity or enforceability of this Agreement, the Notes,   
any of the other Loan Documents or any instrument at any time constituting,     
or intended to constitute, collateral security for the Notes, or for the        
value of any such collateral security or for the validity, enforceability or    
collectability of any such amounts owing with respect to the Notes, or for      
any recitals or statements, warranties or representations made herein or in     
any of the other Loan Documents or in any certificate or instrument hereafter   
furnished to it by or on behalf of the Borrower or any of its Subsidiaries or   
the Guarantor, or be bound to ascertain or inquire as to the performance or     
observance of any of the terms, conditions, covenants or agreements herein or   
in any other of the Loan Documents.  The Agent shall not be bound to            
ascertain whether any notice, consent, waiver or request delivered to it by     
the Borrower or the Guaranty or any holder of any of the Notes shall have       
been duly authorized or is true, accurate and complete.  The Agent has not      
made nor does it now make any representations or warranties, express or         
implied, nor does it assume any liability to the Banks, with respect to the     
creditworthiness or financial condition of the Borrower or any of its           
Subsidiaries or the Guarantor.  Each Bank acknowledges that it has,             
independently and without reliance upon the Agent or any other Bank, and        
based upon such information and documents as it has deemed appropriate, made    
its own credit analysis and decision to enter into this Agreement.  Each Bank   
also acknowledges that it will, independently and without reliance upon the     
Agent or any other Bank, based upon such information and documents as it        
deems appropriate at the time, continue to make its own credit analysis and     
decisions in taking or not taking action under this Agreement and the other     
Loan Documents.                                                                 

Section 14.5.  PAYMENTS.                                              

(a)  A payment by the Borrower or the Guarantor to the Agent
hereunder or under any of the other Loan Documents for the account of any       
Bank shall constitute a payment to such Bank.  The Agent agrees to exercise     
reasonable efforts to distribute to each Bank on the same day as (but in no     
event later than one Business Day after) the Agent's receipt of good funds,     
determined in accordance with the Agent's customary practices, such Bank's      
PRO RATA share of payments received by the Agent for the account of the Banks   
except as otherwise expressly provided herein or in any of the other Loan       
Documents.  In the event that the Agent fails to distribute such amounts        
within one Business Day as provided above, the Agent shall pay interest on      
such amount at a rate per annum equal to the Federal Funds Effective Rate       
from time to time                                                               

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in effect.                                                                    

      (b)  If in the opinion of the Agent the distribution of any amount
received by it in such capacity hereunder, under the Notes or under any of      
the other Loan Documents might involve it in liability, it may refrain from     
making distribution until its right to make distribution shall have been        
adjudicated by a court of competent jurisdiction.  If a court of competent      
jurisdiction shall adjudge that any amount received and distributed by the      
Agent is to be repaid, each Person to whom any such distribution shall have     
been made shall either repay to the Agent its proportionate share of the        
amount so adjudged to be repaid or shall pay over the same in such manner and   
to such Persons as shall be determined by such court.                           

   (c)  Notwithstanding anything to the contrary contained in this
Agreement or any of the other Loan Documents, any Bank that fails (i) to make   
available to the Agent its PRO RATA share of any Loan or (ii) to comply with    
the provisions of Section 13 with respect to making dispositions and            
arrangements with the other Banks, where such Bank's share of any payment       
received, whether by setoff or otherwise, is in excess of its PRO RATA share    
of such payments due and payable to all of the Banks, in each case as, when     
and to the full extent required by the provisions of this Agreement, shall be   
deemed delinquent (a "Delinquent Bank") and shall be deemed a Delinquent Bank   
until such time as such delinquency is satisfied.  A Delinquent Bank shall be   
deemed to have assigned any and all payments due to it from the Borrower and    
the Guarantor, whether on account of outstanding Loans, interest, fees or       
otherwise, to the remaining nondelinquent Banks for application to, and         
reduction of, their respective PRO RATA shares of all Outstanding Loans.  The   
Delinquent Bank hereby authorizes the Agent to distribute such payments to      
the nondelinquent Banks in proportion to their respective PRO RATA shares of    
all Outstanding Loans.  A Delinquent Bank shall be deemed to have satisfied     
in full a delinquency when and if, as a result of application of the assigned   
payments to all Outstanding Loans of the nondelinquent Banks or as a result     
of other payments by the Delinquent Banks to the nondelinquent Banks, the       
Banks' respective PRO RATA shares of all Outstanding Loans have returned to     
those in effect immediately prior to such delinquency and without giving        
effect to the nonpayment causing such delinquency.                              

Section 14.6.  HOLDERS OF NOTES.  Subject to the terms of Article 18, 
the Agent may deem and treat the payee of any Note as the absolute owner or     
purchaser thereof for all purposes hereof until it shall have been furnished    
in writing with a different name by such payee or by a subsequent holder,       
assignee or transferee.                                                         

Section 14.7.  INDEMNITY.  The Banks ratably agree hereby to indemnify
and hold harmless the Agent from and against any and all claims, actions and    
suits (whether groundless or otherwise), losses, damages, costs, expenses       
(including any reasonable expenses for which the Agent has not been             
reimbursed by the Borrower as required by Section 15), and liabilities of       
every nature and character arising out of or related to this Agreement, the     
Notes, or any of the other Loan Documents or the transactions contemplated or   
evidenced hereby or thereby, or the Agent's actions taken hereunder or          
thereunder, except to the extent that any of the same shall be directly         

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caused by the Agent's willful misconduct or gross negligence.                   

Section 14.8.  AGENT AS BANK.  In its individual capacity, FNBB shall 
have the same obligations and the same rights, powers and privileges in         
respect to its Commitment and the Loans made by it, and as the holder of any    
of the Notes as it would have were it not also the Agent.                       

Section 14.9.  RESIGNATION.  Subject to the terms of Section 18.1, the
Agent may resign at any time by giving 60 days' prior written notice thereof    
to the Banks and the Borrower.  Upon any such resignation, the Co-Agent shall   
be appointed as a successor Agent provided that the Co-Agent is still a Bank,   
the Co-Agent's senior debt obligations are rated not less than "A" or its       
equivalent by Moody's Investors Service, Inc. or not less than "A" or its       
equivalent by Standard & Poor's Corporation and  the Co-Agent has total         
assets in excess of $10,000,000,000.00.  If the Co-Agent fails to satisfy       
such conditions or declines to serve as Agent, the Majority Banks shall have    
the right to appoint as a successor Agent any Bank or any other banks           
satisfying the conditions contained in the immediately preceding sentence.      
Unless a Default or Event of Default shall have occurred and be continuing,     
such successor Agent (including the Co-Agent) shall be reasonably acceptable    
to the Borrower.  If no successor Agent shall have been so appointed by the     
Majority Banks and shall have accepted such appointment within 30 days after    
the retiring Agent's giving of notice of resignation, then the retiring Agent   
may, on behalf of the Banks, appoint a successor Agent, which shall be a bank   
whose debt obligations are rated not less than "A" or its equivalent by         
Moody's Investors Service, Inc. or not less than "A" or its equivalent by       
Standard & Poor's Corporation and which has total assets in excess of           
$10,000,000,000.00.  Upon the acceptance of any appointment as Agent            
hereunder by a successor Agent, such successor Agent shall thereupon succeed    
to and become vested with all the rights, powers, privileges and duties of      
the retiring Agent, and the retiring Agent shall be discharged from its         
duties and obligations hereunder as Agent.  After any retiring Agent's          
resignation, the provisions of this Agreement and the other Loan Documents      
shall continue in effect for its benefit in respect of any actions taken or     
omitted to be taken by it while it was acting as Agent.                         

 Section 14.10.  DUTIES IN THE CASE OF ENFORCEMENT.  In case one or more
Events of Default have occurred and shall be continuing, and whether or not     
acceleration of the Obligations shall have occurred, the Agent shall, if (a)    
so requested by the Majority Banks and (b) the Banks have provided to the       
Agent such additional indemnities and assurances against expenses and           
liabilities as the Agent may reasonably request, proceed to exercise all or     
any legal and equitable and other rights or remedies as it may have.  The       
Majority Banks may direct the Agent in writing as to the method and the         
extent of any such exercise, the Banks hereby agreeing to indemnify and hold    
the Agent harmless from all liabilities incurred in respect of all actions      
taken or omitted in accordance with such directions, PROVIDED that the Agent    
need not comply with any such direction to the extent that the Agent            
reasonably believes the Agent's compliance with such direction to be unlawful   
or commercially unreasonable in any applicable jurisdiction.                    

 Section 14.11.  DETERMINATIONS BY AGENT.  Any and all determinations to
be made by the Agent pursuant to the provisions of this Agreement shall be      
conclusive and binding absent manifest                                          

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error and so long as the same shall be determined in good faith by the        
Agent.  Where no procedures for such determinations are specified, such         
determinations shall be made in such manner as Agent shall determine in its     
sole discretion, subject to the provisions of this Section 14.11.               

Section 15.  EXPENSES.                                                

The Borrower agrees to pay (a) the reasonable costs of producing and  
reproducing this Agreement, the other Loan Documents and the other agreements   
and instruments mentioned herein, (b) any taxes (including any interest and     
penalties in respect thereto) payable by the Agent or any of the Banks (other   
than taxes based upon the Agent's or any Bank's gross or net income),           
including any recording, mortgage, documentary or intangibles taxes in          
connection with the Loan Documents, or other taxes payable on or with respect   
to the transactions contemplated by this Agreement, including any such taxes    
payable by the Agent or any of the Banks after the Closing Date under the       
Original Credit Agreement (the Borrower hereby agreeing to indemnify the        
Agent and each Bank with respect thereto), (c) all reasonable internal          
charges of the Agent (determined in good faith and in accordance with the       
Agent's internal policies applicable generally to its customers) for            
commercial finance exams and engineering and environmental reviews and the      
reasonable fees, expenses and disbursements of the counsel to the Agent,        
counsel for the Banks and any local counsel to the Agent incurred in            
connection with the preparation, administration or interpretation of the Loan   
Documents and other instruments mentioned herein (excluding, however, the       
preparation of agreements evidencing participations granted under Section       
18.4), each closing hereunder, and amendments, modifications, approvals,        
consents or waivers hereto or hereunder, (d) the reasonable fees, expenses      
and disbursements of the Agent incurred by the Agent in connection with the     
preparation, administration or interpretation of the Loan Documents and other   
instruments mentioned herein, and the making of each advance hereunder, (e)     
all reasonable out-of-pocket expenses (including reasonable attorneys' fees     
and costs, which attorneys may be employees of any Bank or the Agent and the    
fees and costs of appraisers, engineers, investment bankers or other experts    
retained by any Bank or the Agent) incurred by any Bank or the Agent in         
connection with (i) the enforcement of or preservation of rights under any of   
the Loan Documents against the Borrower or the Guarantor or the                 
administration thereof after the occurrence of a Default or Event of Default    
and (ii) any litigation, proceeding or dispute whether arising hereunder or     
otherwise, in any way related to the Agent's or any of the Bank's               
relationship with the Borrower or the Guarantor, and (f) all reasonable fees,   
expenses and disbursements of any Bank or the Agent incurred in connection      
with UCC searches, UCC filings, title rundowns or title searches. The           
covenants of this Section 15 shall survive payment or satisfaction of payment   
of amounts owing with respect to the Notes.  Notwithstanding the foregoing,     
each of the Banks (excluding the Agent) shall only be entitled to recover up    
to $5,000.00 each for the fees, expenses and disbursements of their counsel     
incurred on or before the Closing Date.                                         

Section 16.  INDEMNIFICATION.                                         

The Borrower agrees to indemnify and hold harmless the Agent and the  
Banks and each director, officer, employee, agent, attorney and any Person      
who controls the Agent or any Bank                                              

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from and against any and all claims, actions and suits, whether groundless    
or otherwise, and from and against any and all liabilities, losses, damages     
and expenses of every nature and character arising out of or relating to this   
Agreement or any of the other Loan Documents or the transactions contemplated   
hereby and thereby including, without limitation, (a) any leasing fees and      
any brokerage, finders or similar fees asserted against any Person              
indemnified under this Section 16 based upon any agreement, arrangement or      
action made or taken, or alleged to have been made or taken, by the Borrower    
or any of its Subsidiaries or the Guarantor, (b) any condition of the Real      
Estate, (c) any actual or proposed use by the Borrower of the proceeds of any   
of the Loans or any actual or proposed use of a Letter of Credit by any         
beneficiary of a Letter of Credit, (d) any actual or alleged infringement of    
any patent, copyright, trademark, service mark or similar right of the          
Borrower or any of its Subsidiaries or the Guarantor, (e) the Borrower and      
the Guarantor entering into or performing this Agreement or any of the other    
Loan Documents, (f) any actual or alleged violation of any law, ordinance,      
code, order, rule, regulation, approval, consent, permit or license relating    
to the Real Estate, or (g) with respect to the Borrower and its Subsidiaries    
and the Guarantor and their respective properties and assets, the violation     
of any Environmental Law, the Release or threatened Release of any Hazardous    
Substances or any action, suit, proceeding or investigation brought or          
threatened with respect to any Hazardous Substances (including, but not         
limited to claims with respect to wrongful death, personal injury or damage     
to property), in each case including, without limitation, the reasonable fees   
and disbursements of counsel and allocated costs of internal counsel incurred   
in connection with any such investigation, litigation or other proceeding;      
PROVIDED, HOWEVER, that the Borrower shall not be obligated under this          
Section 16 to indemnify any Person for liabilities arising from such Person's   
own gross negligence or willful misconduct.  In litigation, or the              
preparation therefor, the Banks and the Agent shall be entitled to select a     
single law firm as their own counsel and, in addition to the foregoing          
indemnity, the Borrower agrees to pay promptly the reasonable fees and          
expenses of such counsel.  If, and to the extent that the obligations of the    
Borrower under this Section 16 are unenforceable for any reason, the Borrower   
hereby agrees to make the maximum contribution to the payment in satisfaction   
of such obligations which is permissible under applicable law.  The             
provisions of this '16 shall survive the repayment of the Loans and the         
termination of the obligations of the Banks hereunder.                          

Section 17.  SURVIVAL OF COVENANTS, ETC.                              

All covenants, agreements, representations and warranties made herein,
in the Notes, in any of the other Loan Documents or in any documents or other   
papers delivered by or on behalf of the Borrower or any of its Subsidiaries     
or the Guarantor pursuant hereto or thereto shall be deemed to have been        
relied upon by the Banks and the Agent, notwithstanding any investigation       
heretofore or hereafter made by any of them, and shall survive the making by    
the Banks of any of the Loans, as herein contemplated, and shall continue in    
full force and effect so long as any amount due under this Agreement, the       
Notes, the Letters of Credit or any of the other Loan Documents remains         
outstanding or any Bank has any obligation to make any Loans or the Agent has   
any obligation to issue any Letters of Credit.  The indemnification             
obligations of the Borrower provided herein and the other Loan Documents        
shall survive the full repayment of                                             

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amounts due and the termination of the obligations of the Banks hereunder     
and thereunder to the extent provided herein and therein.  All statements       
contained in any certificate or other paper delivered to any Bank or the        
Agent at any time by or on behalf of the Borrower or any of its Subsidiaries    
or the Guarantor pursuant hereto or in connection with the transactions         
contemplated hereby shall constitute representations and warranties by the      
Borrower or such Subsidiary or the Guarantor hereunder.                         

Section 18.  ASSIGNMENT AND PARTICIPATION.                            

Section 18.1.  CONDITIONS TO ASSIGNMENT BY BANKS.  Except as provided 
herein, each Bank may assign to another bank or other entity all (but not       
less than all) of its interests, rights and obligations under this Agreement    
(including all of its Commitment Percentage and Commitment and the same         
portion of the Loans at the time owing to it, and the Notes held by it);        
provided that (a) the Agent shall have given its prior written consent to       
such assignment, which consent shall not be unreasonably withheld (provided     
that such consent shall not be required for any assignment to another Bank,     
to a bank which is under common control with the assigning Bank or to a         
wholly-owned Subsidiary of such Bank provided that such assignee shall remain   
a wholly-owned Subsidiary of such Bank), (b) the Borrower shall have given      
its prior written consent to such assignment, which consent shall not be        
unreasonably withheld or delayed (provided that such consent shall not be       
required if a Default or Event of Default shall have occurred and be            
continuing or for any assignment to another Bank, to a bank which is under      
common control with the assigning Bank or to a wholly-owned Subsidiary of       
such Bank provided that such assignee shall remain a wholly-owned Subsidiary    
of such Bank), (c) each such assignment shall be of all the assigning Bank's    
rights and obligations under this Agreement, (d) the parties to such            
assignment shall execute and deliver to the Agent, for recording in the         
Register (as hereinafter defined), a notice of such assignment, together with   
any Notes subject to such assignment, (e) in no event shall any voting,         
consent or approval rights of a Bank be assigned to any Person controlling,     
controlled by or under common control with, or which is not otherwise free      
from influence or control by, the Borrower or the Guarantor, which rights       
shall instead be allocated PRO RATA among the other remaining Banks, (f) such   
assignee shall have a net worth as of the date of such assignment of not less   
than $500,000,000, and (g) such assignment is subject to the terms of any       
intercreditor agreement among the Banks and the Agent. Upon such execution,     
delivery, acceptance and recording, of such notice of assignment, (i) the       
assignee thereunder shall be a party hereto and all other Loan Documents        
executed by the Banks and, to the extent provided in such assignment, have      
the rights and obligations of a Bank hereunder, (ii) the assigning Bank         
shall, to the extent provided in such assignment and upon payment to the        
Agent of the registration fee referred to in Section 18.2, be released from     
its obligations under this Agreement, and (iii) the Agent may unilaterally      
amend SCHEDULE 1 to reflect such assignment.  In connection with each           
assignment, the assignee shall represent and warrant to the Agent, the          
assignor and each other Bank as to whether such assignee is controlling,        
controlled by, under common control with or is not otherwise free from          
influence or control by, the Borrower and the Guarantor.                        

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Section 18.2.  REGISTER.  The Agent shall maintain a copy of each     
assignment delivered to it and a register or similar list (the "Register")      
for the recordation of the names and addresses of the Banks and the             
Commitment Percentages of, and principal amount of the Loans owing to the       
Banks from time to time.  The entries in the Register shall be conclusive, in   
the absence of manifest error, and the Borrower, the Agent and the Banks may    
treat each Person whose name is recorded in the Register as a Bank hereunder    
for all purposes of this Agreement.  The Register shall be available for        
inspection by the Borrower and the Banks at any reasonable time and from time   
to time upon reasonable prior notice.  Upon each such recordation, the          
assigning Bank agrees to pay to the Agent a registration fee in the sum of      
$2,000.                                                                         

  Section 18.3.  NEW NOTES.  Upon its receipt of an assignment executed by
the parties to such assignment, together with each Note subject to such         
assignment, the Agent shall (a) record the information contained therein in     
the Register, and (b) give prompt notice thereof to the Borrower and the        
Banks (other than the assigning Bank).  Within five Business Days after         
receipt of such notice, the Borrower, at its own expense, shall execute and     
deliver to the Agent, in exchange for each surrendered Note, a new Note to      
the order of such assignee in an amount equal to the amount assumed by such     
assignee pursuant to such assignment, and shall cause the Guarantor to          
deliver to the Agent an acknowledgment in form and substance satisfactory to    
the Agent to the effect that the Guaranty extends to and is applicable to       
each new Note.  Such new Note shall provide that it is a replacement for the    
surrendered Note, shall be in an aggregate principal amount equal to the        
aggregate principal amount of the surrendered Note, shall be dated the          
effective date of such assignment and shall otherwise be in substantially the   
form of the assigned Note.  The surrendered Note shall be canceled and          
returned to the Borrower.                                                       

  Section 18.4.  PARTICIPATIONS.  Each Bank may sell participations to one
or more banks or other entities in all or a portion of such Bank's rights and   
obligations under this Agreement and the other Loan Documents; PROVIDED that    
(a) any such sale or participation shall not affect the rights and duties of    
the selling Bank hereunder to the Borrower, (b) such sale and participation     
shall not entitle such participant to any rights or privileges under this       
Agreement or the Loan Documents (including, without limitation, the right to    
approve waivers, amendments or modifications), (c) such participant shall       
have no direct rights against the Borrower or the Guarantor except the rights   
granted to the Banks pursuant to Section 13, and (d) such participant shall     
not be a Person controlling, controlled by or under common control with, or     
which is not otherwise free from influence or control by, the Borrower or the   
Guaranty.                                                                       

Section 18.5.  PLEDGE BY BANK.  Any Bank may at any time pledge all or
any portion of its interest and rights under this Agreement (including all or   
any portion of its Note) to any of the twelve Federal Reserve Banks organized   
under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341.  No such     
pledge or the enforcement thereof shall release the pledgor Bank from its       
obligations hereunder or under any of the other Loan Documents.                 

  Section 18.6.  NO ASSIGNMENT BY BORROWER.  The Borrower shall not assign
or transfer any of its rights or obligations under any of the Loan Documents    
without the prior written consent of each                                       

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of the Banks.                                                                   

Section 18.7.  DISCLOSURE.  The Borrower agrees that in addition to   
disclosures made in accordance with standard banking practices any Bank may     
disclose information obtained by such Bank pursuant to this Agreement to        
assignees or participants and potential assignees or participants hereunder     
provided the Borrower receives prior notice of such disclosures unless such     
participant or assignee is one of the Banks.                                    

Section 19.  NOTICES.                                                 

  Each notice, demand, election or request provided for or permitted to be
given pursuant to this Agreement (hereinafter in this Section 19 referred to    
as "Notice"), but specifically excluding to the maximum extent permitted by     
law any notices of the institution or commencement of foreclosure               
proceedings, must be in writing and shall be deemed to have been properly       
given or served by personal delivery or by sending same by overnight courier    
or by depositing same in the United States Mail, postpaid and registered or     
certified, return receipt requested, or as expressly permitted herein, by       
telegraph, telecopy, telefax or telex, and addressed as follows:                

If to the Agent or FNBB:                                              

The First National Bank of Boston                 
100 Federal Street                                
Boston, Massachusetts  02110                      
Attn:  Real Estate Division                       
(617) 434-2200                                    
(617) 434-7108 (FAX)                              

With a copy to:                                                       

The First National Bank of Boston                 
700 N. Pearl, Suite 1840                          
Dallas, Texas 75201                               
Attn: Helen H. Delph, Vice President              
(214) 720-3836                                    
(214) 871-7328 (FAX)                              

and to:                                                               

The First National Bank of Boston                 
115 Perimeter Center Place, N.E., Suite 500       
Atlanta, Georgia 30346                            
Attn: Elaine Hansard                              
(770) 393-4676                                    

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(770) 390-8434 (FAX)                              

If to the Borrower:                                                   

Meridian Industrial Trust, Inc.                   
455 Market Street, 17th Floor                     
San Francisco, California 94105                   
Attn: Allen J. Anderson, Chief Executive Officer  
(415) 281-3900                                    
(415) 284-2840 (FAX)                              

if to a Bank now a party to this Agreement, at the address set forth below      
the signature of such Bank attached to this Agreement, and to each other Bank   
which may hereafter become a party to this Agreement at such address as may     
be designated by such Bank.  Each Notice shall be effective upon being          
personally delivered or upon being sent by overnight courier or upon being      
deposited in the United States Mail as aforesaid or, if sent by facsimile       
transmission, upon receipt of such transmission as evidenced by the             
confirmation notice.  The time period in which a response to such Notice must   
be given or any action taken with respect thereto (if any), however, shall      
commence to run from the date of receipt if personally delivered, sent by       
overnight courier or sent by facsimile transmission, or if so deposited in      
the United States Mail, the earlier of three (3) Business Days following such   
deposit or the date of receipt as disclosed on the return receipt.  Rejection   
or other refusal to accept or the inability to deliver because of changed       
address for which no notice was given shall be deemed to be receipt of the      
Notice sent.  By giving at least fifteen (15) days prior Notice thereof, the    
Borrower, a Bank or Agent shall have the right from time to time and at any     
time during the term of this Agreement to change their respective addresses     
and each shall have the right to specify as its address any other address       
within the United States of America.                                            

Section 20.  RELATIONSHIP.                                            

 The relationship between each Bank and the Borrower is solely that of a
lender and borrower, and nothing contained herein or in any of the other Loan   
Documents shall in any manner be construed as making the parties hereto         
partners, joint venturers or any other relationship other than lender and       
borrower.                                                                       

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

 THIS AGREEMENT AND EACH OF THE OTHER LOAN DOCUMENTS EXCEPT AS OTHERWISE
SPECIFICALLY PROVIDED THEREIN, ARE CONTRACTS UNDER THE LAWS OF THE              
COMMONWEALTH OF MASSACHUSETTS AND SHALL FOR ALL PURPOSES BE CONSTRUED IN        
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SUCH COMMONWEALTH (EXCLUDING THE    
LAWS APPLICABLE TO CONFLICTS OR                                                 

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CHOICE OF LAW).  THE BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF       
THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE         
COURTS OF THE COMMONWEALTH OF MASSACHUSETTS OR ANY FEDERAL COURT SITTING        
THEREIN AND CONSENTS TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE     
SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON THE BORROWER BY MAIL AT     
THE ADDRESS SPECIFIED IN Section 19.  THE BORROWER HEREBY WAIVES ANY            
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR    
ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.           

Section 22.  HEADINGS.                                                

  The captions in this Agreement are for convenience of reference only and
shall not define or limit the provisions hereof.                                

Section 23.  COUNTERPARTS.                                            

This Agreement and any amendment hereof may be executed in several    
counterparts and by each party on a separate counterpart, each of which when so 
executed and delivered shall be an original, and all of which together shall    
constitute one instrument.  In proving this Agreement it shall not be necessary 
to produce or account for more than one such counterpart signed by the party    
against whom enforcement is sought.                                             

Section 24.  ENTIRE AGREEMENT, ETC.                                   

The Loan Documents and any other documents executed in connection     
herewith or therewith express the entire understanding of the parties with      
respect to the transactions contemplated hereby.  Neither this Agreement nor    
any term hereof may be changed, waived, discharged or terminated, except as     
provided in Section 27.                                                         

Section 25.  WAIVER OF JURY TRIAL.                                    

  EACH OF THE BORROWER, THE AGENT AND THE BANKS HEREBY WAIVES ITS RIGHT TO
A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE     
IN CONNECTION WITH THIS AGREEMENT, ANY NOTE OR ANY OF THE OTHER LOAN            
DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE             
PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS.  THE BORROWER (A) CERTIFIES THAT    
NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY BANK OR THE AGENT HAS               
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH BANK OR THE AGENT WOULD NOT,     
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)        
ACKNOWLEDGES THAT THE                                                           

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AGENT AND THE BANKS HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE      
OTHER LOAN DOCUMENTS TO WHICH THEY ARE PARTIES BY, AMONG OTHER THINGS, THE      
WAIVER AND CERTIFICATIONS CONTAINED IN THIS Section 25.                         

Section 26.  DEALINGS WITH THE BORROWER.                              

   The Banks and their affiliates may accept deposits from, extend credit to
and generally engage in any kind of banking, trust or other business with the   
Borrower, its Subsidiaries, the Guarantor or any of their affiliates regardless 
of the capacity of the Bank hereunder.                                          

Section 27.  CONSENTS, AMENDMENTS, WAIVERS, ETC.                      

  Except as otherwise expressly provided in this Agreement, any consent or
approval required or permitted by this Agreement may be given, and any term     
of this Agreement or of any other instrument related hereto or mentioned        
herein may be amended, and the performance or observance by the Borrower of     
any terms of this Agreement or such other instrument or the continuance of      
any Default or Event of Default may be waived (either generally or in a         
particular instance and either retroactively or prospectively) with, but only   
with, the written consent of the Majority Banks.  Notwithstanding the           
foregoing, none of the following may occur without the written consent of       
each Bank: (a) any change in the rate of interest on and the term of the        
Notes; (b) any change in the amount of the Commitments of the Banks; (c) any    
forgiveness, reduction or waiver of the principal of any unpaid Loan or any     
interest thereon or fee payable under the Loan Documents; (d) any change in     
the amount of any fee payable to a Bank or the Agent hereunder; (e)  any        
postponement of any date fixed for any payment of principal of or interest on   
the Loan; (f) any extension of the Maturity Date; (g) any change in the         
manner of distribution of any payments to the Banks; (h) any release of the     
Borrower or the Guarantor; (i) except as permitted herein or in that certain    
Intercreditor Agreement, the sale, transfer or assignment of the Loan           
Documents or any interest therein; (j) any written modification to or waiver    
of the definition of the term "Borrowing Base" or any defined term used         
within such definition; (k) any amendment of the (i) definition of Majority     
Banks, (ii) any requirement for consent by all of the Banks, (iii) the          
provisions of Section 14.9 regarding the appointment of the Co-Agent as         
successor Agent, (iv) Section 27, or (v) any provision of this Agreement or     
the Loan Documents which requires the approval of the Majority Banks to         
require a lesser number of Banks to approve such action; and (l) approval of    
the terms relating to the Debentures.  The amount of the Agent's fee payable    
for the Agent's account and the provisions of Section 14 may not be amended     
without the written consent of the Agent.  No waiver shall extend to or         
affect any obligation not expressly waived or impair any right consequent       
thereon.  No course of dealing or delay or omission on the part of the Agent    
or any Bank in exercising any right shall operate as a waiver thereof or        
otherwise be prejudicial thereto.  No notice to or demand upon the Borrower     
shall entitle the Borrower to other or further notice or demand in similar or   
other circumstances.                                                            

Section 28.  SEVERABILITY.                                            

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  The provisions of this Agreement are severable, and if any one clause or
provision hereof shall be held invalid or unenforceable in whole or in part in  
any jurisdiction, then such invalidity or unenforceability shall affect only    
such clause or provision, or part thereof, in such jurisdiction, and shall not  
in any manner affect such clause or provision in any other jurisdiction, or any 
other clause or provision of this Agreement in any jurisdiction.                

Section 29.  NO UNWRITTEN AGREEMENTS.                                 

THE WRITTEN LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE  
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR    
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL         
AGREEMENTS BETWEEN THE PARTIES.                                                 

Section 30.  TIME OF THE ESSENCE.                                     

   Time is of the essence with respect to each and every covenant, agreement
and obligation of the Borrower under this Agreement and the other Loan          
Documents.                                                                      

    IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as a
sealed instrument as of the date first set forth above.                         

                                        MERIDIAN INDUSTRIAL TRUST, INC.,
                              a Maryland corporation

                                            By:  /S/ MILTON K. REEDER     [SEAL]
                                         ---------------------------
                                   Title:  President

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                                  THE FIRST NATIONAL BANK OF
                                         BOSTON, individually and as Agent

                            By:  /S/ HELEN DELPH
                                         ---------------------------
                              Title:  Vice President

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

                                      By: ____________________________________

                                           Its: ______________________________

Texas Commerce Bank National                                                    
Association                                                           
717 Travis, 7th Floor- South                                                    
Real Estate Department                                                          
Houston, Texas   7702                                                           
Attn: Catherine A. Arnold,                                                      
Senior Vice President                                                 
(713) 216-5391                                                                  
(713) 216-7713 (FAX)                                                            

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                          NATIONSBANK OF TEXAS, N.A.

                       By:   JULIE O.C. WALLIS
                                --------------------------
                           Its: VICE PRESIDENT
                                     ---------------------

NationsBank of Texas, N.A.                                                      
Real Estate Banking Group                                                       
901 Main Street, 51st Plaza                                                     
Dallas, Texas 75202-3714                                                        
Attn: Julie Wallis, Vice President                                              
(214) 508-2541                                                                  
(214) 508-0085 (FAX)                                                            

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EXHIBIT A   

FORM OF AMENDED AND RESTATED NOTE   

$25,000,000.00                                                    March __, 1996

FOR VALUE RECEIVED, the undersigned MERIDIAN INDUSTRIAL TRUST, INC., a
Maryland corporation, hereby promises to pay to ______________________________  
or order, in accordance with the terms of that certain First Amended and        
Restated Revolving Credit Agreement dated March ___, 1996 (the "Credit          
Agreement"), as from time to time in effect, among the undersigned, The First   
National Bank of Boston, for itself and as Agent, and such other Banks as may   
be from time to time named therein, to the extent not sooner paid, on or        
before the Maturity Date the principal sum of Twenty-Five Million and No/100    
Dollars ($25,000,000.00), or such amount as may be advanced by the payee        
hereof under the Credit Agreement with daily interest from the date hereof,     
computed as provided in the Credit Agreement, on the principal amount hereof    
from time to time unpaid, at a rate per annum on each portion of the            
principal amount which shall at all times be equal to the rate of interest      
applicable to such portion in accordance with the Credit Agreement, and with    
interest on overdue principal and, to the extent permitted by applicable law,   
on overdue installments of interest and late charges at the rates provided in   
the Credit Agreement.  Interest shall be payable on the dates specified in      
the Credit Agreement, except that all accrued interest shall be paid at the     
stated or accelerated maturity hereof or upon the prepayment in full hereof.    
Capitalized terms used herein and not otherwise defined herein shall have the   
meanings set forth in the Credit Agreement.                                     

   Payments hereunder shall be made to The First National Bank of Boston, as
Agent for the payee hereof, 100 Federal Street, Boston, Massachusetts 02110.    

  This Note is one of one or more Notes evidencing borrowings under and is
entitled to the benefits and subject to the provisions of the Credit Agreement. 
The principal of this Note may be due and payable in whole or in part prior to  
the maturity date stated above and is subject to mandatory prepayment in the    
amounts and under the circumstances set forth in the Credit Agreement, and may  
be prepaid in whole or from time to time in part, all as set forth in the Credit
Agreement.                                                                      

Notwithstanding anything in this Note to the contrary, all agreements 
between the Borrower and the Banks and the Agent, whether now existing or       
hereafter arising and whether written or oral, are hereby limited so that in no 
contingency, whether by reason of acceleration of the maturity of any of the    
Obligations or otherwise, shall the interest contracted for, charged or received
by the Banks exceed the maximum amount permissible under applicable law.  If,   
from any circumstance whatsoever, interest would otherwise be payable to the    
Banks in excess of the maximum lawful amount, the interest payable to the Banks 
shall be reduced to the maximum amount permitted under applicable law; and if   
from any circumstance the Banks shall ever                                      

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receive anything of value deemed interest by applicable law in excess of the    
maximum lawful amount, an amount equal to any excessive interest shall be       
applied to the reduction of the principal balance of the Obligations and to     
the payment of interest or, if such excessive interest exceeds the unpaid       
balance of principal of the Obligations, such excess shall be refunded to the   
Borrower.  All interest paid or agreed to be paid to the Banks shall, to the    
extent permitted by applicable law, be amortized, prorated, allocated and       
spread throughout the full period until payment in full of the principal of     
the Obligations (including the period of any renewal or extension thereof) so   
that the interest thereon for such full period shall not exceed the maximum     
amount permitted by applicable law.  This paragraph shall control all           
agreements between the Borrower and the Banks and the Agent.                    

 In case an Event of Default shall occur, the entire principal amount of
this Note may become or be declared due and payable in the manner and with      
the effect provided in said Credit Agreement.                                   

  This Note shall be governed by and construed in accordance with the laws
of the Commonwealth of Massachusetts (without giving effect to the conflict     
of laws rules of any jurisdiction).                                             

The undersigned maker and all guarantors and endorsers, hereby waive  
presentment, demand, notice, protest, notice of intention to accelerate the     
indebtedness evidenced hereby, notice of acceleration of the indebtedness       
evidenced hereby and all other demands and notices in connection with the       
delivery, acceptance, performance and enforcement of this Note, except as       
specifically otherwise provided in the Credit Agreement, and assent to          
extensions of time of payment or forbearance or other indulgence without        
notice.                                                                         

This Note is a note executed in amendment and restatement of that     
certain Note from the undersigned to ________________________________  dated    
February 26, 1996 in the face principal amount of $16,666,666.67.               

 IN WITNESS WHEREOF the undersigned has by its duly authorized officers,
executed this Note under seal as of the day and year first above written.       

                                        MERIDIAN INDUSTRIAL TRUST, INC.,
                              a Maryland corporation

                                            By:___________________________[SEAL]
                    Title:

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 EXHIBIT B

  FORM OF REQUEST FOR LOAN

The First National Bank of Boston                                               
700 N. Pearl, Suite 1840                                                        
Dallas, Texas 75201                                                             
Attn: Helen H. Delph, Vice President                                            
(214) 871-7328 (FAX)                                                            

Texas Commerce Bank National Association                                        
717 Travis, 7th Floor-South                                                     
Real Estate Department                                                          
Houston, Texas  77002                                                           
Attn: Catherine A. Arnold                                                       
(713) 216-2713 (FAX)                                                            

NationsBank of Texas, N.A.                                                      
Real Estate Banking Group                                                       
901 Main Street, 51st Plaza                                                     
Dallas, Texas  75202-3714                                                       
Attn: Julie Wallis                                                              
(214) 508-0085 (FAX)                                                            

Ladies and Gentlemen:                                                           

Pursuant to the provisions of Section 2.6 of the First Amended and    
Restated Revolving Credit Agreement dated March __, 1996, as from time to       
time in effect (the "Credit Agreement"), among Meridian Industrial Trust,       
Inc. (the "Borrower"), The First National Bank of Boston, for itself and as     
Agent and the other Banks from time to time party thereto, the Borrower         
hereby requests and certifies as follows:                                       

1.   LOAN.  The Borrower hereby requests a Loan under Section 2.1 of  
the Credit Agreement:                                                           

Principal Amount: $_______________                          

Type (Eurodollar, Base Rate):                               

Drawdown Date:  _______________ , 19___                     

Interest Period:                                            

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by credit to the general account of the Borrower with the Agent at the          
Agent's Head Office.                                                            
2.   USE OF PROCEEDS.  Such Loan shall be used for the following      
purposes permitted by Section 7.11 of the Credit Agreement:                     

[Describe]    

3.   NO DEFAULT.  The undersigned Authorized Officer of the Borrower  
certifies that the Borrower is and will be in compliance with all covenants     
under the Loan Documents after giving effect to the making of the Loan          
requested hereby.                                                               

4.   UNENCUMBERED OPERATING PROPERTIES.  The undersigned Authorized   
Officer of the Borrower certifies that the Borrower is and will be in           
compliance with Section 9.4 of the Credit Agreement after giving effect to      
the making of the Loan requested hereby.  Attached hereto as SCHEDULE A is a    
list of each of the Unencumbered Operating Properties, their location, the      
year in which each property was built, the Gross Rentable Area in each such     
property, the Asset Value of each such property, the average occupancy for      
each of the Unencumbered Operating Properties for the last two (2) fiscal       
quarters and the average occupancy for such period for all of the               
Unencumbered Operating Properties, the Net Operating Income and Operating       
Cash Flow for each of the Unencumbered Operating Properties, and calculations   
evidencing the Borrower's compliance with Section 9.4.                          

     5.   REPRESENTATIONS TRUE.  Each of the representations and warranties made
by or on behalf of the Borrower and its Subsidiaries and the Guarantor contained
in the Credit Agreement, in the other Loan Documents or in any document or      
instrument delivered pursuant to or in connection with the Credit Agreement was 
true as of the date as of which it was made and shall also be true at and as of 
the Drawdown Date for the Loan requested hereby, with the same effect as if made
at and as of such Drawdown Date (except to the extent of changes resulting from 
transactions contemplated or permitted by the Credit Agreement and the other    
Loan Documents and changes occurring in the ordinary course of business that    
singly or in the aggregate are not materially adverse, and except to the extent 
that such representations and warranties relate expressly to an earlier date)   
and no Default or Event of Default has occurred and is continuing.              

6.   OTHER CONDITIONS.  All other conditions to the making of the Loan
requested hereby set forth in Section 11 of the Credit Agreement have been      
satisfied.                                                                      

7.   DRAWDOWN DATE.  Except to the extent, if any, specified by notice
actually received by the Agent prior to the Drawdown Date specified above, the  
foregoing representations and warranties shall be deemed to have been made by   
the Borrower on and as of such Drawdown Date.                                   

  8.   DEFINITIONS.  Terms defined in the Credit Agreement are used herein
with the meanings so defined.                                                   

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

                              MERIDIAN INDUSTRIAL TRUST, INC.,
                    a Maryland corporation

                                    By: ____________________________[SEAL]
                                  Title: _____________________

The undersigned Authorized Officer of the Guarantor joins in the execution      
hereof to certify that since the date of the last Compliance Certificate        
delivered pursuant to the Credit Agreement, there have been no material         
changes that could cause a Default or Event of Default to occur after giving    
effect to the making of the Loan requested hereby.                              

                                  ___________________________________,
                                  a __________________________________

                                  By:_________________________________
         Name:
          Title:

                [CORPORATE SEAL]

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EXHIBIT C 

FORM OF LETTER OF CREDIT REQUEST    

The First National Bank of Boston                                               
700 N. Pearl, Suite 1840                                                        
Dallas, Texas 75201                                                             
Attn: Helen H. Delph, Vice President                                            
(214) 871-7328 (FAX)                                                            

Texas Commerce Bank National Association                                        
717 Travis, 7th Floor-South                                                     
Real Estate Department                                                          
Houston, Texas  77002                                                           
Attn: Catherine A. Arnold                                                       
(713) 216-2713 (FAX)                                                            

NationsBank of Texas, N.A.                                                      
Real Estate Banking Group                                                       
901 Main Street, 51st Plaza                                                     
Dallas, Texas  75202-3714                                                       
Attn: Julie Wallis                                                              
(214) 508-0085 (FAX)                                                            

Ladies and Gentlemen:                                                           

Pursuant to the provisions of Section 2.9 of the First Amended and    
Restated Revolving Credit Agreement dated March ___, 1996, as from time to      
time in effect (the "Credit Agreement"), among Meridian Industrial Trust,       
Inc. (the "Borrower"), the First National Bank of Boston, for itself and as     
Agent and the other Banks from time to time party thereto, the Borrower         
hereby requests and certifies as follows:                                       

   1.  LETTER OF CREDIT.  The Borrower hereby requests a Letter of Credit to
be issued under Section 2.9 of the Credit Agreement:                            

Principal Amount:  $                                        

Beneficiary:                                                

2.  USE OF PROCEEDS.  Such Letter of Credit shall be used for the     
following purposes permitted by Section 2.9 and Section 7.11 of the Credit      
Agreement:                                                                      

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[Describe]      
3.   NO DEFAULT.  The undersigned Authorized Officer of the Borrower    
certifies that the Borrower is and will be in compliance with all covenants     
under the Loan Documents after giving effect to the making of the Loan          
requested hereby.                                                               

4.   UNENCUMBERED OPERATING PROPERTIES.  The undersigned Authorized     
Officer of the Borrower certifies that the Borrower is and will be in           
compliance with Section 9.4 of the Credit Agreement after giving effect to the  
making of the Loan requested hereby.  Attached hereto as SCHEDULE A is a list   
of each of the Unencumbered Operating Properties, their location, the year in   
which each property was built, the Gross Rentable Area in each such property,   
the Asset Value of each such property, the average occupancy for each of the    
Unencumbered Operating Properties for the last two (2) fiscal quarters and      
the average occupancy for such period for all of the Unencumbered Operating     
Properties, the Net Operating Income and Operating Cash Flow for each of the    
Unencumbered Operating Properties, and calculations evidencing the Borrower's   
compliance with Section 9.4.                                                    

5.   REPRESENTATIONS TRUE.  Each of the representations and warranties  
made by or on behalf of the Borrower and its Subsidiaries and the Guarantor     
contained in the Credit Agreement, in the other Loan Documents or in any        
document or instrument delivered pursuant to or in connection with the Credit   
Agreement was true as of the date as of which it was made and shall also be     
true at and as of the Drawdown Date for the Loan requested hereby, with the     
same effect as if made at and as of such Drawdown Date (except to the extent    
of changes resulting from transactions contemplated or permitted by the         
Credit Agreement and the other Loan Documents and changes occurring in the      
ordinary course of business that singly or in the aggregate are not             
materially adverse, and except to the extent that such representations and      
warranties relate expressly to an earlier date) and no Default or Event of      
Default has occurred and is continuing.                                         

6.   OTHER CONDITIONS.  All other conditions to the making of the Loan  
requested hereby set forth in Section 11 of the Credit Agreement have been      
satisfied.                                                                      

7.   DRAWDOWN DATE.  Except to the extent, if any, specified by notice  
actually received by the Agent prior to the Drawdown Date specified above,      
the foregoing representations and warranties shall be deemed to have been       
made by the Borrower on and as of such Drawdown Date.                           

8.   DEFINITIONS.  Terms defined in the Credit Agreement are used herein
with the meanings so defined.                                                   

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

                     MERIDIAN INDUSTRIAL TRUST, INC., a Maryland corporation

                      By: ________________________________[SEAL]
             Title: ________________________________

The undersigned Authorized Officer of the Guarantor joins in the execution      
hereof to certify that since the date of the last Compliance Certificate        
delivered pursuant to the Credit Agreement, there have been no material         
changes that could cause a Default or Event of Default to occur after giving    
effect to the making of the Loan requested hereby.                              

                ___________________________________,
               a _________________________________

                 By: _________________________________
Name:       
Title:      

                [CORPORATE SEAL]

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       EXHIBIT D

       FORM OF
        COMPLIANCE CERTIFICATE

The First National Bank of Boston,                                              
for itself and as Agent                                                         
700 N. Pearl, Suite 1840                                                        
Dallas, Texas 75201                                                             
Attn: Helen H. Delph                                                            
(214) 871-7328 (FAX)                                                            

Texas Commerce Bank National Association                                        
717 Travis, 7th Floor-South                                                     
Real Estate Department                                                          
Houston, Texas  77002                                                           
Attn: Catherine A. Arnold                                                       
(713) 216-7713 (FAX)                                                            

NationsBank of Texas, N.A.                                                      
Real Estate Banking Group                                                       
901 Main Street, 51st Plaza                                                     
Dallas, Texas  75202-3714                                                       
Attn: Julie Wallis                                                              
(214) 508-0085 (FAX)                                                            

Ladies and Gentlemen:                                                           

Reference is made to the First Amended and Restated Revolving Credit  
Agreement dated March __, 1996 (the "Credit Agreement") by and among Meridian   
Industrial Trust, Inc. (the "Borrower"), The First National Bank of Boston,     
for itself and as Agent, and the other Banks from time to time party thereto.   
Terms defined in the Credit Agreement and not otherwise defined herein are    
used herein as defined in the Credit Agreement.                                 

Pursuant to the Credit Agreement, the Borrower and the Guarantor are  
furnishing to you herewith (or has most recently furnished to you) the          
financial statements of the Borrower and its Subsidiaries and the Guarantor     
for the fiscal period ended _______________, 199__ (the "Balance Sheet          
Date").  Such financial statements have been prepared in accordance with        
generally accepted accounting principles and present fairly the financial       
position of the Borrower and its Subsidiaries and the Guarantor covered         
thereby at the date thereof and the results of their operations for the         
periods covered thereby, subject in the case of interim statements only to      
normal year-end audit adjustments.                                              

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  This certificate is submitted in compliance with requirements of Section
7.4(e), Section 7.5(d) and Section 10.10 of the Credit Agreement.  If this      
certificate is provided under a provision other than Section 7.4(e), the        
calculations provided below are made using the financial statements of the      
Borrower and its Subsidiaries and the Guarantor as of the Balance Sheet Date    
adjusted in the best good-faith estimate of the Borrower and the Guarantor to   
give effect to the making of a Loan, extension of the Maturity Date,            
acquisition or disposition of property or other event that occasions the        
preparation of this certificate; and the nature of such event and the           
Borrower's and the Guarantor's  estimate of its effects are set forth in        
reasonable detail in an attachment hereto.  The undersigned officers of the     
Borrower and the Guarantor are Authorized Officers of the Borrower and the      
Guarantor .                                                                     

The undersigned Authorized Officers have caused the provisions of the 
Credit Agreement and the Guaranty to be reviewed and have no knowledge of any   
Default or Event of Default. (Note: If the signer does have knowledge of any    
Default or Event of Default, the form of certificate should be revised to       
specify the Default or Event of Default, the nature thereof and the actions     
taken, being taken or proposed to be taken by the Borrower and the Guarantor    
with respect thereto.)                                                          

   The Borrower and the Guarantor are providing the following information to
demonstrate compliance as of the date hereof with the following covenants (to   
the extent the Certificate requests a ratio for the previous three quarters and 
three quarters have not elapsed since the Closing Date, the Borrower should     
specify only such ratios as are then available):                                

1.   Section 7.5(d).  TRANSFERS AND ENCUMBRANCES.                               

Describe sales, encumbrances, refinances                              
and other transfers referred to in Section 7.5(d).                    

2.   Section 7.15.    UNENCUMBERED OPERATING PROPERTIES.                        

A.   Value of Industrial Properties                                   

1.   Total Asset Value of                                   
Unencumbered Operating                            
Properties constituting                           
              industrial properties                               $___________

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

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              Ratio of A.1 to A.2                                 ___________%
(shall be at least 70%;                           
75% after the first anniversary                   
of the Closing Date)                              

Ratio for previous three                          
quarters                                          
__________, __________, __________                

B.   Geographic Distribution                                        

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

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

               Ratio of B.1 to B.2                                  ___________%
(shall not exceed 20%;                            
30% for Memphis, Tenn.)                           

Ratio for previous three                          
quarters                                          
__________, __________, ___________               

C.   Leases                                                         

1.   Economic Leases                                      

(a) Total Gross Rentable Area                   
of Unencumbered Operating               
Properties subject to Leases            
                    paying rent                                       __________

(b) Total Gross Rentable Area                   
of Unencumbered Operating               
                    Properties                                        __________

                Ratio of C.1(a) to C.1(b)                             _________%

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(shall be at least 85%)                           
Ratio for previous three quarters                 
__________, __________, ___________               

2.   All Leases                                           

(a)  Total Gross Rentable Area                    
of Unencumbered Operating               
Properties subject to Leases            
                    in which tenants are in occupancy                 __________

(b)  Total Gross Rentable Area                    
of Unencumbered Operating               
                    Properties                                        __________

               Ratio of C.2(a) to C.2(b)                              _________%
(shall be at least 77%)                           

Ratio for previous three quarters                 
__________, __________, __________                

3.   Tenants                                                

(a)  Total Gross Cash Receipts                    
generated by Unencumbered               
                    Operating Properties                             $__________

(b)  Does any single tenant                       
account for more than 7% of             
C.3(a) (10% if S&P rating of            
                    BBB- or better)?                                  __________

List top five tenant with respect to              
Gross Cash Receipts                               

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

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

Amount may not exceed $20,000,000                           

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The amount for the previous                                 
three quarters __________, __________, __________           

4.   Section 8.7.  DISTRIBUTIONS.                                               

A.   Amount of Distributions for                                      
          Quarter most recently ended                              $____________

B.   Funds from Operations for                                        
          Quarter most recently ended                              $____________

C.   Cash Available for Distribution for                              
          Quarter most recently ended                              $____________

D.   Minimum Distributions required                                   
to maintain REIT status of the                              
          Borrower                                                  $___________

E.   A is _______% of B                                               

For the first quarter in which this                                   
Compliance Certificate is submitted,                                  
A may not exceed the greater of                                       
(i) 95% of B or (ii) D; thereafter,                                   
A may not exceed the greater of (i)                                   
85% of B or (ii) D.                                                   

F.   A is ____% of C                                                  

In 1996, A may not exceed the greater of                              
(a) 110% of C or (b) D; thereafter, A may                             
not exceed the greater of (a) 100% of C                               
or (b) D.                                                             

5.   Section 9.1.  LIABILITIES TO TANGIBLE NET WORTH RATIO.                     

A.   Consolidated Total Liabilities                                   
          per balance sheet                                        $____________

     B.   Consolidated Tangible Net Worth                          $____________

     Ratio of A to B                                                ____________

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Ratio of A to B may not exceed 0.75 to 1.                             

The ratio of A to B for the                                           
previous three quarters __________, __________, __________            

6.   Section 9.2.  DEBT COVERAGE.                                               

A.   Funds from Operations                                            

Consolidated Net Income for                                 
          most recent quarter                                      $____________

          Plus depreciation and amortization                       $____________

          Plus expensed interest                                   $____________

          Plus amortized portion of                                $____________
Initial Loan Fees                                           

          Subtotal for most recent quarter                          $___________

Funds from Operations                                       
for three prior quarters:                                   

          Quarter ended __________                                  $___________

          Quarter ended __________                                  $___________

          Quarter ended __________                                  $___________

          Total                                                     $___________

B.   Debt Service for four prior                                      
quarters                                                    

          Principal Paid                                            $___________

          Interest Paid                                             $___________

          Total                                                     $___________

     A divided by B (expressed as a percentage)                      __________%

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A must equal or exceed 250% of B.                                     

Coverage for previous                                                 
three quarters __________, __________, __________                     

7.   Section 9.3.  FIXED CHARGE COVERAGE.                                       
A.    Cash Available for Distribution                                   

Funds from Operations for                                   
          quarter ending ________                                    $__________

          Minus Capital Improvement Reserve                          $__________
($0.15 x Total Gross Rentable Area)                         

Minus actual tenant improvements and                        
leasing commissions                                         
          (attach itemization)                                       $__________

          Plus expensed interest                                     $__________

          Subtotal for most recent quarter                           $__________

Cash Available for Distribution                             
for three prior quarters:                                   

          Quarter ended __________                                   $__________

          Quarter ended __________                                   $__________

          Quarter ended __________                                   $__________

          Total                                                      $__________

B.    Debt Service for four prior                                       
quarters                                                    

          Principal Paid                                             $__________

          Interest Paid                                              $__________

          Total                                                      $__________

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A divided by B (expressed as a percentage)                            
A must equal or exceed 175% of total of B.                            

8.    Section 9.4.  BORROWING BASE.   (Attach separate                          
         worksheet for
                       each Unencumbered Operating
     Property)

A.    Aggregate of all Borrowing Bases                                  
          (per attached worksheet)                                   $__________

B.    Total Outstanding principal                                       
balance of Loans (after giving                              
effect to any Loan Request) and                             
          Outstanding Letters of Credit                              $__________

B may not exceed A.                                                   

9.   Section 9.5.  TANGIBLE NET WORTH                                           

Consolidated Tangible Net Worth                                       

A.    Consolidated Total Assets per                                     
          balance sheet                                              $__________

          One-time market adjustment                                 $__________

Consolidated Total Assets after                             
          one-time market adjustment                                 $__________

Minus Consolidated Total                                    
          Liabilities per balance sheet                              $__________

Minus aggregate book value of                               
          intangible assets                                          $__________

Minus asset write-up amounts,                               
          if any                                                     $__________

          Total                                                      $__________

Consolidated Tangible Net Worth may not be less                                 
than $155,000,000.00 plus the amount of any net                                 
proceeds received from any Equity Offering subsequent                           

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to March 1, 1996.                                                     

10.   REAL ESTATE ASSETS                                                        

A.   Section 9.6(A).  Partnerships/Joint Ventures                   

1.   Total Asset Value of Borrower's                        
partnership and joint venture                     
interests (excluding Subsidiaries                 
that are 100% owned, directly or                  
               indirectly by Borrower)                               $__________

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

A.1 may not exceed 10% of A.2                                         

B.   Section 9.7(B).  Land                                        

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

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

B.1 may not exceed 3% of B.2                                          

C.    Section 8.9.  Development                                         

1.   Total Asset Value of Borrower's                        
               Real Estate under development                         $__________

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

C.1 may not exceed 10% of C.2                                         

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IN WITNESS WHEREOF, we have hereunto set our hands this ___ day of    
_______________________, 199__.                                                 

                         MERIDIAN INDUSTRIAL TRUST, INC., a Maryland corporation

            By: ________________________________[SEAL]
   Title: ________________________________

             DFW NINE, A CALIFORNIA LIMITED PARTNERSHIP,
  a California limited partnership

    By:______________________________,
a California corporation

    By:_______________________________
 Title:_______________________________

        [CORPORATE SEAL]

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    BORROWING BASE WORKSHEET

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

A.    Asset Value                                                               

1.    Asset Value of Unencumbered                                   
Operating Property                                      

2.    50% of (1)                                                    

B.    Net Operating Income                                                      

1.    Gross Cash Receipts                                           

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

(b)   Gross Cash Receipts of                            
Unencumbered Operating                      
Property for prior quarters:                

Quarter ended __________                    

Quarter ended __________                    

Quarter ended __________                    

Total Gross Cash Receipts                               

2.    Operating Expenses                                            

(a)   Operating Expenses of Unencumbered                
Operating Property for quarter              
ending __________                           

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(b)   Operating Expenses of Unencumbered                
Operating Property for prior                
quarters                                    

Quarter ended ___________                   

Quarter ended ___________                   

Quarter ended ___________                   

3.    Net Operating Income                                          

(a)   Total Gross Cash Receipts minus                   
Total Operating Expenses                    

(b)   Capital Improvement Reserve of                    
$0.15 multiplied by Gross Rentable          
Area of Unencumbered Operating              
Property                                    

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

4.    Divide total on line 3 by 10.5%                               
if Initial Unencumbered Operating                       
Property or after acquired Unencumbered                 
Operating Property which does not                       
constitute a Qualifying Property (see 5)                

5.    Divide total on line 3 by 9.75% if                            
Qualifying Property                                     

Test for Qualifying Property                            

(a)   Age                                               
(Must not exceed 12 years)                  

(b)   Gross Rentable Area                               
(Must not be less than 50,000 s.f.)         

(c)   Use                                               
(Must be non-specialized)                   

2 

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(d)   Must meet 2 of the following 3                    
requirements                                

(1)    s.f. of finished out air             
conditioned office space      
(Must not exceed 20% of       
total Gross Rentable Area)    

(2)    ceiling clearance height             
  (must not be less than  22 feet)

(3)    average Gross Rentable Area          
covered by each Lease (must   
not be less than 20,000 s.f.) 

C.    Debt Service Test                                                         

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

2.    Operating Expenses (See B.2 above)                            

3.    Net Operating Income (See B.3 above)                          

4.    Divide total on line 3 by 1.75                                

5.    Divide total on line 4 by 12                                  

6.    Constant based on 10 year Treasury                            
Obligations (yield supplied by Agent)                   
+ 2.0% and 25 year mortgage style                       
amortization                                            

7.    Total on line 5 divided by constant                           
on line 6, which total is                               
multiplied by 12, equals Debt Service                   
Coverage Amount                                         

D.    Lesser of A, B and C is the Borrowing Base for                            
an Unencumbered Operating Property                                  

3 

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SCHEDULE 1  

BANKS AND COMMITMENTS 

NAME AND ADDRESS                COMMITMENT          COMMITMENT PERCENTAGE       
----------------                ----------          ---------------------       

The First National Bank of      $25,000,000.00      33.333%                     
Boston                                                                    
100 Federal Street                                                              
Boston, Massachusetts 02110                                                     
Attn.:  Real Estate Division                                                    

Eurodollar Lending Office                                                       
Same as above                                                               

Texas Commerce Bank             $25,000,000.00      33.333%                     
National Association                                                        
717 Travis, 7th Floor-South                                                     
Real Estate Department                                                          
Houston, Texas 77002                                                            
Attn.: Catherine A. Arnold,                                                     
Senior Vice President                                                     

Eurodollar Lending Office                                                       
Same as above                                                               

NationsBank of Texas, N.A.      $25,000,000.00      33.333%                     
Real Estate Banking Group                                                       
901 Main Street, 51st Plaza                                                     
Dallas, Texas 75202-3714                                                        
Attn.: Julie Wallis                                                             

Eurodollar Lending Office                                                       
Same as above                                                               
______________  
Total Commitment         $75,000,000.00                           

Commitment Percentages may not equal 100% due to rounding.                      

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  SCHEDULE 2

   INITIAL UNENCUMBERED OPERATING PROPERTIES

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

4000 Air Park Cove                   Guarantor                                  
Airport Building #3                  Guarantor                                  
Airport Building #14                 Guarantor                                  
Airport Building #16A                Guarantor                                  
Airport Building #16B                Guarantor                                  
Airport Building #17                 Guarantor                                  
El Dorado/Roeser                     Borrower                                   
Chatsworth                           Borrower                                   
Scripps Ranch                        Borrower                                   
Bedford Park                         Guarantor                                  
Palisades I & II                     Guarantor                                  
Northgate 4 & 5                      Guarantor                                  
Northgate 28                         Guarantor                                  
Las Colinas 4 & 5                    Guarantor                                  
Valley Branch I & II                 Guarantor                                  
Beltline                             Guarantor                                  
Great Southwest 4                    Guarantor                                  
Olive Branch (expansion)             Borrower                                   
1550 Heil Quaker                     Guarantor                                  
1600 Corporate Place                 Guarantor                                  
Hennessey Warehouse                  Guarantor                                  
4013 Premier                         Guarantor                                  
Live Oak Parkway                     Borrower                                   
Park Ten Center                      Borrower                                   
4030 Phoenix Plaza                   Borrower                                   
Phoenix Deer Valley                  Borrower                                   
Phoenix N. 23rd                      Borrower                                   
Phoenix N. 27th                      Borrower                                   
Phoenix Plaza One                    Borrower                                   
Phoenix Plaza Two                    Borrower                                   
Phoenix Plaza Three                  Borrower                                   
Phoenix W. Weldon                    Borrower                                   
Phoenix W. Fairmont                  Borrower                                   
Cypress B                            Borrower                                   
Moorpark                             Borrower                                   
Golden Cove                          Borrower                                   
Nancy Ridge Two                      Borrower                                   
North Irvine                         Borrower                                   
Regal Empress                        Guarantor                                  
Las Colinas I                        Guarantor                                  
San Carlos                           Borrower                                   
Meridian Village                     Borrower                                   

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  SCHEDULE 3

   ADJUSTED ASSET VALUE OF REAL ESTATE

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SUMMARY OF MARKET AND BOOK VALUES   

                                                        [Enlarge/Download Table]

                                                               PRELIMINARY                     
                                                    MARKET        BOOK                         
     PROPERTY             CITY           STATE      VALUE         VALUE      ADJUSTMENT  % VAR 
-----------------------------------------------------------------------------------------------
                                                                                               
UNSECURED                                                                                      
Beltline                Carrollton         TX     1,938,673     1,617,016      321,657    16.6%
Great Southwest 4       Arlington          TX     1,850,865     1,543,777      307,088    16.6%
Las Colinas 1           Irving             TX       947,757       790,509      157,248    16.6%
Las Colinas 4 & 5       Irving             TX     2,339,746     1,951,544      388,202    16.6%
Northgate 28            Dallas             TX     1,115,582       930,489      185,093    16.6%
Northgate 4 & 5         Dallas             TX     1,983,176     1,654,135      329,041    16.6%
Palisades I & II        Plano              TX     2,806,973     2,341,251      465,722    16.6%
Regal Empress           Dallas             TX     2,095,450     1,747,781      347,669    16.6%
Valley Branch I & II    Farmers Branch     TX     2,340,401     1,952,091      388,310    16.6%

Total Dallas                                     17,418,623    14,528,593    2,890,030    16.6%
                                               ---------------------------------------         

Live Oak Parkway        Norcross           GA     4,165,000     3,473,959      691,041    16.6%
4000 Air Park Cove      Memphis            TN     1,886,000     1,573,082      312,918    16.6%
4013 Premier            Memphis            TN     2,071,000     1,727,388      343,612    16.6%
Airport Building #14    Memphis            TN     2,907,000     2,616,048      290,952    10.0%
Airport Building #16A   Memphis            TN     1,541,797     1,387,483      154,314    10.0%
Airport Building #16B   Memphis            TN       493,000       443,657       49,343    10.0%
Airport Building #17    Memphis            TN     2,281,325     2,052,994      228,331    10.0%
Airport Building #3     Memphis            TN     1,120,000     1,007,903      112,097    10.0%
Olive Branch            Olive Branch       MS     8,500,000     6,700,000    1,800,000    21.2%
(expansion)                                                                                    
1550 Heil Quaker        La Vergne          TN     4,150,000     3,461,448      688,552    16.6%
1600 Corporate Place    La Vergne          TN     1,700,000     1,417,943      282,057    16.6%
Hennessy Warehouse      La Vergne          TN     1,680,000     1,401,261      278,739    16.6%

Total Mid South                                  32,495,122    27,263,166    5,231,956    16.1%
                                               ---------------------------------------         

Bedford Park            Bedford            IL     3,615,000     3,015,213      599,787    16.6%

Total Midwest                                     3,615,000     3,015,213      599,787    16.6%
                                               ---------------------------------------         

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Meridian Village        Bellingham         WA     7,500,000     6,255,629    1,244,371    16.6%
San Carlos              San Carlos         CA     9,264,879     7,727,686    1,537,193    16.6%

Total Northwest                                  16,764,879    13,983,315    2,781,564    16.6%
                                               ---------------------------------------         
4030 Phoenix Plaza      Phoenix            AZ       156,328       130,391       25,937    16.6%
El Dorado/Roeser        Phoenix            AZ     2,476,525     2,228,658      247,867    10.0%
Park Ten Center         Chandler           AZ     1,209,888     1,009,148      200,740    16.6%
Phoenix Deer Valley     Phoenix            AZ       374,858       312,663       62,195    16.6%
Phoenix N. 23rd         Phoenix            AZ       677,240       564,875      112,365    16.6%
Phoenix N. 27th         Phoenix            AZ     1,006,540       839,539      167,001    16.6%
Phoenix Plaza One       Phoenix            AZ       918,000       765,689      152,311    16.6%
Phoenix Plaza Three     Phoenix            AZ     1,891,000     1,577,253      313,747    16.6%
Phoenix Plaza Two       Phoenix            AZ     1,168,000       974,210      193,790    16.6%
Phoenix W. Fairmont     Phoenix            AZ       250,000       208,521       41,479    16.6%
Phoenix W. Weldon       Phoenix            AZ        55,557        46,339        9,218    16.6%

Total Phoenix                                    10,183,936     8,657,286    1,526,650    15.0%
                                               ---------------------------------------         
Chatsworth              Chatsworth         CA     3,000,000     2,502,252      497,748    16.6%
Cypress B               Cypress            CA     3,500,000     2,919,294      580,706    16.6%
Golden Cove             Palos Verdes       CA     5,291,216     4,761,635      529,581    10.0%
Moorpark                Moorpark           CA     5,064,813     4,224,479      840,334    16.6%
Nancy Ridge Two         San Diego          CA       328,595       274,076       54,519    16.6%
North Irvine            Santa Ana          CA     2,902,507     2,612,004      290,503    10.0%
Scripps Ranch           San Diego          CA    10,124,996     9,111,617    1,013,379    10.0%
                                               ---------------------------------------         

Total Southern California                        30,212,127    26,405,357    3,806,770    12.6%
                                               ---------------------------------------         

Total Unsecured                                 110,689,687    93,852,930   16,836,757    15.2%
                                               ---------------------------------------         

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PRUDENTIAL                                                                                     
Centreport 17           Fort Worth         TX     2,147,569     1,791,253      356,316    16.6%
Great Southwest 110     Arlington          TX     3,320,682     2,769,727      550,955    16.6%
Northgate International Garland            TX     8,536,000     7,119,740    1,416,260    16.6%
Regal Row 201           Dallas             TX     1,400,000     1,167,717      232,283    16.6%
Valwood 20              Farmers Branch     TX     3,637,067     3,033,619      603,448    16.6%
Wildwood/Pioneer        Irving             TX     5,665,000     4,725,085      939,915    16.6%

Total Dallas                                     24,706,318    20,607,141    4,099,177    16.6%
                                               ---------------------------------------         

Marietta Trade Ctr      Marietta           GA    22,242,000    18,551,694    3,690,306    16.6%
Birmingham I            Birmingham         AL     1,752,000     1,461,315      290,685    16.6%
Birmingham II           Birmingham         AL     1,620,000     1,351,216      268,784    16.6%
8215 Building           Madison            AL       639,000       532,980      106,020    16.6%
Progress I & II         Huntsville         AL     3,672,000     3,062,756      609,244    16.6%
Baxter                  Little Rock        AR     1,500,000     1,251,126      248,874    16.6%
Port Distribution       Little Rock        AR     3,670,000     3,061,088      608,912    16.6%
Delp Distribution       Memphis            TN     8,100,000     6,756,080    1,343,920    16.6%
Olive Branch            Olive Branch       MS    11,520,000     9,608,647    1,911,353    16.6%
Willow Lake             Memphis            TN     4,661,000     3,887,665      773,335    16.6%

Total Mid South                                  59,376,000    49,524,567    9,851,433    16.6%
                                               ---------------------------------------         

1000 Lunt               Elk Grove          IL     2,915,000     2,431,355      483,645    16.6%
1090 Pratt              Elk Grove          IL       737,000       614,720      122,280    16.6%
1100 Pratt              Elk Grove          IL     1,027,000       856,604      170,396    16.6%
1180 Pratt              Elk Grove          IL       633,000       527,975      105,025    16.6%
1201 Busse              Elk Grove          IL       469,000       391,185       77,815    16.6%
17025 Wallace           South Holland      IL     2,101,000     1,752,410      348,590    16.6%
17129 Wallace           South Holland      IL     1,974,000     1,646,482      327,518    16.6%
1815 Landmeier          Elk Grove          IL     2,039,000     1,700,697      338,303    16.6%
2375 Touhy Ave          Elk Grove Village  IL     1,339,000     1,116,838      222,162    16.6%

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3400 West Lake          Glenview           IL     3,031,000     2,528,108      502,892    16.6%
5101 W. 122nd Street    Alsip              IL     3,100,000     2,585,660      514,340    16.6%
700 Pratt               Elk Grove          IL     2,118,000     1,766,590      351,410    16.6%
801 Lunt                Elk Grove          IL       998,000       832,416      165,584    16.6%
900 Pratt               Elk Grove          IL       895,000       746,505      148,495    16.6%
Lombard I               Lombard            IL     6,369,000     5,312,280    1,056,720    16.6%
Pontiac                 Pontiac            MI     3,057,000     2,549,794      507,206    16.6%
Troy Tech II            Troy               MI     7,804,000     6,509,191    1,294,809    16.6%

Total Midwest                                    40,606,000    33,868,810    6,737,190    16.6%
                                               ---------------------------------------         

Park At  Woodinville    Woodinville        WA    13,759,608    11,476,667    2,282,941    16.6%
Seatac Village          Federal Way        WA    10,700,000     8,924,698    1,775,302    16.6%

Total Northwest                                  24,459,608    20,401,365    4,058,243    16.6%
                                               ---------------------------------------         

Cypress A               Cypress            CA     1,826,136     1,523,151      302,985    16.6%
Cypress C               Cypress            CA     1,897,734     1,582,869      314,865    16.6%
Valencia                Valencia           CA     5,854,526     4,883,166      971,360    16.6%

Total Southern California                         9,578,396     7,989,186    1,589,210    16.6%
                                               ---------------------------------------         

Total Prudential                                158,726,322   132,391,069   26,335,253    16.6%
                                               ---------------------------------------         

Total for All Assets                            269,416,009   226,243,999   43,172,010    16.0%
                                               ---------------------------------------         
                                               ---------------------------------------         

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  SCHEDULE 6.3

   TITLE TO PROPERTIES; LEASES

NONE.                                                                           

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  SCHEDULE 6.7

  LITIGATION

NONE.                                                                           

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   SCHEDULE 6.19

  SUBSIDIARIES OF THE BORROWER

  THE BORROWER HAS A 100% OWNERSHIP INTEREST (DIRECTLY OR INDIRECTLY) IN THE
FOLLOWING ENTITIES:                                                     

1.       DFW Nine, A California Limited Partnership, a California limited       
partnership;                                                  

2.       Progress Center/Alabama Limited Partnership, a California limited      
partnership;                                                  

3.       6834 Limited Partnership, an Illinois limited partnership (to be       
dissolved after consolidation);                               

4.       IndTennCo Limited Partnership, a California limited partnership        
(to be merged into (2) and dissolved after consolidation);    

5.       Metro- Sierra Limited Partnership, a California limited partnership    
(to be merged into (2) and dissolved after consolidation);    

6.       Dallas Nine Corp., a Nevada corporation (to be merged into (8) after   
consolidation);                                               

7.       Metroplex Co., a Nevada corporation (to be merged into (8) after       
consolidation);                                               

8.       Metroplex Co., a California corporation (general partner of (1) after  
consolidation);                                               

9.       6834 Corporation, an Illinois corporation (general partner of (3); to  
be dissolved after consolidation);                            

10.      Mem-Ind Corporation, a Nevada corporation (general partner of (4); to  
be dissolved after consolidation);                            

11.      Texmet Corporation, a California corporation (general partner of (5);  
to be dissolved after consolidation);  and                    

12.      Pro-Sierra Corporation, a California corporation (general partner      
of (2)).                                                      

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

1.       Sierra Capital/Cherry Hill Associates, Ltd., a California limited      
partnership (a dormant shell); 75% general partner interest;  

2.       Sierra Capital/Greentree Limited Partnership, a California limited     
partnership (a dormant shell); 99% general partner interest;  
and                                                           

3.       Sierra Ridglea Associates, Ltd., a Texas limited partnership (a dormant
         shell); Borrower - 70% limited partner interest; Guarantor - 5% general
partner interest.                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K405’ Filing		Date		First		Last			Other Filings
		2/26/98		19
Filed on:		3/20/97
For Period End:		12/31/96		60					10-K405/A,  8-K
		3/15/96		63
		3/1/96		14		103
		2/26/96		8		88
		1/11/96		22
		12/29/95		17
		12/14/95		22
		9/30/95		9		40
		5/31/95		12		22
									List all Filings