COMMERCIAL NET LEASE REALTY INC, 8-K, 1997-09-12

COMMERCIAL NET LEASE REALTY INC
8-K, 1997-09-12
REAL ESTATE INVESTMENT TRUSTS

Previous: SEITEL INC, 3, 1997-09-12

Next: COMMERCIAL NET LEASE REALTY INC, 424B3, 1997-09-12

<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): AUGUST 6, 1997

COMMERCIAL NET LEASE REALTY, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

<TABLE>
<S> <C> <C>
MARYLAND 0-12989 56-1431377
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION)

400 EAST SOUTH STREET, SUITE 500 32801
ORLANDO, FLORIDA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
</TABLE>

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (407) 422-1574

<PAGE> 2
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.

Not Applicable.

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.

Not Applicable.

ITEM 3. BANKRUPTCY OR RECEIVERSHIP.

Not Applicable.

ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

Not Applicable.

ITEM 5. OTHER EVENTS.

Concurrently with the filing of this Current Report on Form 8-K, the
Registrant filed a Prospectus Supplement to the Registration Statement on Form
S-3, File No. 333-24773 (the "Registration Statement"), with respect to the
offering by the Registrant of 1,075,680 shares of Common Stock, $0.01 par
value. The Registration Statement was declared effective by the Securities and
Exchange Commission on April 22, 1997.

ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS.

Not Applicable.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(a)-(b) Not Applicable.

<TABLE>
<CAPTION>
Exhibit No. Description
- ------------- --------------------------------------------------------------------------------------------------
<S> <C>
1.2 Purchase Agreement, which is being filed pursuant to Regulation S-K, Item 601(b)(1) in lieu
of filing the otherwise required exhibit to the Registration Statement, under the Securities
Act of 1933, as amended (the "Securities Act"), and which, since this Form 8-K filing is
incorporated by reference in such Registration Statement, is set forth in full in such
Registration Statement. (Filed herewith.)

5 Opinion of Shaw, Pittman, Potts & Trowbridge, which is being filed pursuant to Regulation
S-K, Item 601(b)(5) in lieu of the otherwise required exhibit to the Registration Statement
under the Securities Act, and which, since this Form 8-K filing is incorporated by reference
in such Registration Statement, is set forth in full in such Registration Statement. (Filed
herewith.)

8 Opinion of Shaw, Pittman, Potts & Trowbridge, which is being filed pursuant to Regulation
S-K, Item 601(b)(8) in lieu of the otherwise required exhibit to the Registration Statement
under the Securities Act, and which, since this Form 8-K filing is incorporated by reference
in such Registration Statement, is set forth in full in such Registration Statement. (Filed
herewith.)

10 Fourth Amended and Restated Line of Credit and Security Agreement, dated August 6, 1997, by
and among the Registrant, certain lenders and First Union National Bank, as the Agent,
relating to a $200,000,000 loan, which is being filed pursuant to Regulation S-K, Item
601(b)(10) in lieu of the otherwise required exhibit to the Registration Statement under the
Securities Act, and which, since this Form 8-K filing is incorporated by reference in such
Registration Statement, is set forth in full in such Registration Statement. (Filed
herewith.)

23.1 Consents of Shaw, Pittman, Potts & Trowbridge (contained in the opinions filed as Exhibits 5
and 8 hereto), which is being filed pursuant to Regulation S-K, Item 601(b)(23) in lieu of
the otherwise required exhibit to the Registration Statement under the Securities Act, and
which, since this Form 8-K filing is incorporated by reference in such Registration
Statement, is set forth in full in such Registration Statement. (Filed herewith.)

23.2 Consent of KPMG Peat Marwick LLP. (Filed herewith.)
</TABLE>

2
<PAGE> 3
ITEM 8. CHANGE IN FISCAL YEAR.

Not Applicable.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be filed on its
behalf by the undersigned thereunto duly authorized.

COMMERCIAL NET LEASE REALTY, INC.

Dated: September 12, 1997 By: /s/ KEVIN B. HABICHT
---------------------------------
Kevin B. Habicht, Chief Financial
Officer

3
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ------------- -------------------------------------------------------------------------------------------------
<S> <C>
1.2 Purchase Agreement, which is being filed pursuant to Regulation S-K, Item 601(b)(1) in lieu
of filing the otherwise required exhibit to the Registration Statement on Form S-3 (the
"Registration Statement"), File No. 333-24773, under the Securities Act of 1933, as amended
(the "Securities Act"), and which, since this Form 8-K filing is incorporated by reference
in such Registration Statement, is set forth in full in such Registration Statement.
(Filed herewith.)

23.2 Consent of KPMG Peat Marwick LLP. (Filed herewith.)
</TABLE>

<PAGE> 1
EXHIBIT 1.2

1,075,680 Shares

COMMERCIAL NET LEASE REALTY, INC.

Common Stock

UNDERWRITING AGREEMENT

September 11, 1997

SMITH BARNEY INC.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

Commercial Net Lease Realty, Inc., a Maryland corporation (the
"Company"), proposes to issue and sell an aggregate of 1,075,680 shares (the
"Firm Shares" or the "Shares") of its common stock, $0.01 par value per share
(the "Common Stock"), to the several Underwriters named in Schedule I hereto
(the "Underwriters"). The Underwriters intend to deposit the Shares with the
trustee of The Equity Focus Trusts -- REIT Portfolio Series, 1997 (the
"Trust"), a registered unit investment trust under the Investment Company Act
of 1940, as amended, to which Smith Barney Inc. acts as sponsor and depositor,
in exchange for units in the Trust.

The Company wishes to confirm as follows its agreement with the
several Underwriters in connection with the several purchases of the Shares by
the Underwriters.

1. Registration Statement and Prospectus. The Company has prepared and
filed with the Securities and Exchange Commission (the "Commission") in
accordance with the provisions of the Securities Act of 1933, as amended, and
the rules and regulations of the Commission thereunder (collectively, the
"Act"), a registration statement on Form S-3 under the Act (the "registration
statement"), including a prospectus relating to the Offered Securities (as
defined therein), and has filed with, or transmitted for filing to, or shall
promptly hereafter file with or transmit for filing to, the Commission a
supplement to the prospectus included in such registration statement (the
"Prospectus Supplement") specifically relating to the Shares and the plan of
distribution thereof pursuant to Rule 424 under the Act. The term
"Registration Statement" as used in this Agreement means the registration
statement (including all financial schedules and exhibits), as amended to the
date of this Agreement. If it is contemplated, at the time this Agreement is
executed, that a post-effective amendment to the registration statement will be
filed and must be declared effective before the offering of the Shares may
commence, the term "Registration Statement" as used in this Agreement means the
registration statement as amended by said post-effective amendment. The term
"Basic Prospectus" as used in this

<PAGE> 2
Agreement means the prospectus in the form included in the Registration
Statement. The term "Prospectus" means the Basic Prospectus, as amended or
supplemented by the Prospectus Supplement. The term "Prepricing Prospectus" as
used in this Agreement means a prospectus supplement subject to completion
specifically relating to the Shares which has heretofore been filed with the
Commission, together with the Basic Prospectus. If the Company has filed an
abbreviated registration statement to register additional Shares pursuant to
Rule 462(b) under the Act (including the exhibits thereto, the "Rule 462(b)
Registration Statement"), then any reference herein to the Registration
Statement shall also be deemed to include such Rule 462(b) Registration
Statement. Any reference in this Agreement to the registration statement, the
Registration Statement, the Basic Prospectus, any Prepricing Prospectus or the
Prospectus shall be deemed to refer to and include the documents incorporated
by reference therein pursuant to Item 12 of Form S-3 under the Act, and any
reference to any amendment or supplement to the registration statement, the
Registration Statement, the Basic Prospectus, any Prepricing Prospectus or the
Prospectus shall be deemed to refer to and include any documents filed by the
Company with the Commission after the date of the Basic Prospectus under the
Securities Exchange Act of 1934, as amended (the "Exchange Act") which, upon
filing, are incorporated by reference therein, as required by paragraph (b) of
Item 12 of Form S-3. As used herein, the term "Incorporated Documents" means
the documents which are incorporated by reference in the registration
statement, the Registration Statement, the Basic Prospectus, any Prepricing
Prospectus, the Prospectus, or any amendment or supplement thereto.

2. Agreement to Sell and Purchase. The Company hereby agrees, subject to
all the terms and conditions set forth herein, to issue and sell to each
Underwriter and, upon the basis of the representations, warranties and
agreements of the Company herein contained and subject to all the terms and
conditions set forth herein, each Underwriter agrees, severally and not jointly,
to purchase from the Company, at a purchase price of $15.378125 per Share (the
"purchase price per share"), the number of Firm Shares set forth opposite the
name of such Underwriter in Schedule I hereto (or such number of Firm Shares
increased as set forth in Section 10 hereof).

3. Terms of Public Offering. The Company has been advised by Smith
Barney Inc. that the Underwriters propose to make a public offering of their
respective portions of the Shares as soon after this Agreement has become
effective as in their judgment is advisable and initially to offer the Shares
upon the terms set forth in the Prospectus.

4. Delivery of the Shares and Payment Therefor. Delivery to the
Underwriters of and payment for the Firm Shares shall be made at the office of
Smith Barney Inc., 333 West 34th Street, New York, New York 10001, at 10:00
A.M., New York City time, on September 16, 1997 (the "Closing Date"). The place
of closing for the Firm Shares and the Closing Date may be varied by agreement
between the Underwriters and the Company.

-2-
<PAGE> 3

Certificates for the Firm Shares to be purchased hereunder shall be
registered in such names and in such denominations as the Underwriters shall
request prior to 9:30 A.M., New York City time, on the second business day
preceding the Closing Date. Such certificates shall be made available to the
Underwriters in New York City for inspection and packaging not later than 9:30
A.M., New York City time, on the business day next preceding the Closing Date.
The certificates evidencing the Firm Shares to be purchased hereunder shall be
delivered to the Underwriters on the Closing Date against payment of the
purchase price therefor by wire transfer of immediately available funds to an
account designated in writing by the Company.

5. Agreements of the Company. The Company agrees with the several
Underwriters as follows:

(a) If, at the time this Agreement is executed and delivered, it is
necessary for a posteffective amendment to the registration statement to be
declared effective before the offering of the Shares may commence, the Company
will endeavor to cause such post-effective amendment to become effective as
soon as possible and will advise the Underwriters promptly and, if requested by
the Underwriters, will confirm such advice in writing, when such post-effective
amendment has become effective.

(b) The Company will advise the Underwriters promptly and, if requested
by the Underwriters, will confirm such advice in writing: (i) of any request by
the Commission for amendment of or a supplement to the Registration Statement,
any Prepricing Prospectus or the Prospectus or for additional information; (ii)
of the issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement or of the suspension of qualification of the
Shares for offering or sale in any jurisdiction or the initiation of any
proceeding for such purpose; and (iii) within the period of time referred to in
the first sentence in subsection (f) below, of any change in the Company's
condition (financial or other), business, prospects, properties, net worth or
results of operations, or of the happening of any event, which makes any
statement of a material fact made in the Registration Statement or the
Prospectus (as then amended or supplemented) untrue or which requires the making
of any additions to or changes in the Registration Statement or the Prospectus
(as then amended or supplemented) in order to state a material fact required by
the Act to be stated therein or necessary in order to make the statements
therein not misleading, or of the necessity to amend or supplement the
Prospectus (as then amended or supplemented) to comply with the Act or any other
law. If at any time the Commission shall issue any stop order suspending the
effectiveness of the Registration Statement, the Company will make every
reasonable effort to obtain the withdrawal of such order at the earliest
possible time.

(c) The Company will furnish to the Underwriters, without charge, (i) two
signed copies of the registration statement and any Rule 462(b) Registration
Statement as originally filed with the Commission and of each amendment thereto,
including financial statements and all exhibits to the registration statement
and Rule 462(b) Registration Statement, (ii) such number of conformed copies of
the registration statement as originally filed and of each amendment thereto,
but without exhibits, as the Underwriters may request, (iii) such number of

-3-
<PAGE> 4
copies of the Incorporated Documents, without exhibits, as the Underwriters may
request, and (iv) two copies of the exhibits to the Incorporated Documents.

(d) The Company will not file any amendment to the Registration Statement
(including any filing under Rule 462(b)) or make any amendment or supplement to
the Prospectus or, prior to the end of the period of time referred to in the
first sentence in subsection (f) below, file any document which, upon filing
becomes an Incorporated Document, of which the Underwriters shall not previously
have been advised or to which, after the Underwriters shall have received a copy
of the document proposed to be filed, the Underwriters shall reasonably object;
and no such further document, when it is filed, will contain an untrue statement
of a material fact or will omit to state a material fact required to be stated
therein or necessary in order to make the statements therein not misleading.

(e) Prior to the execution and delivery of this Agreement, the Company
has delivered to the Underwriters, without charge, in such quantities as the
Underwriters have requested, copies of each form of the Prepricing Prospectus.
The Company consents to the use, in accordance with the provisions of the Act
and with the securities or Blue Sky laws of the jurisdictions in which the
Shares are offered by the several Underwriters and by dealers, prior to the date
of the Prospectus, of each Prepricing Prospectus so furnished by the Company.

(f) As soon after the execution and delivery of this Agreement as
possible and thereafter from time to time for such period as in the opinion of
counsel for the Underwriters a prospectus is required by the Act to be delivered
in connection with sales by any Underwriter or dealer, the Company will
expeditiously deliver to each Underwriter and each dealer, without charge, as
many copies of the Prospectus (and of any amendment or supplement thereto) as
the Underwriters may request. The Company consents to the use of the Prospectus
(and of any amendment or supplement thereto) in accordance with the provisions
of the Act and with the securities or Blue Sky laws of the jurisdictions in
which the Shares are offered by the several Underwriters and by all dealers to
whom Shares may be sold, both in connection with the offering and sale of the
Shares and for such period of time thereafter as the Prospectus is required by
the Act to be delivered in connection with sales by any Underwriter or dealer.
If during such period of time any event shall occur that in the judgment of the
Company or in the opinion of counsel for the Underwriters is required to be set
forth in the Prospectus (as then amended or supplemented) or should be set forth
therein in order to make the statements therein, in the light of the
circumstances when the Prospectus is delivered to a purchaser, not misleading,
or if it is necessary to supplement or amend the Prospectus (or to file under
the Exchange Act any document which, upon filing, becomes an Incorporated
Document) in order to comply with the Act or any other law, the Company will
forthwith prepare and, subject to the provisions of paragraph (d) above, file
with the Commission an appropriate supplement or amendment thereto (or to such
document), and will expeditiously furnish to the Underwriters and dealers a
reasonable number of copies thereof. In the event that the Company and the
Underwriters agree that the Prospectus should be amended or supplemented, the
Company, if requested by the Underwriters, will promptly issue a press release
announcing or disclosing the matters to be covered by the proposed amendment or
supplement.

-4-
<PAGE> 5
(g) The Company will cooperate with the Underwriters and with counsel for
the Underwriters in connection with the registration or qualification of the
Shares for offering and sale by the several Underwriters and by dealers under
the securities or Blue Sky laws of such jurisdictions as the Underwriters may
designate and will file such consents to service of process or other documents
necessary or appropriate in order to effect such registration or qualification;
provided that in no event shall the Company be obligated to qualify to do
business in any jurisdiction where it is not now so qualified or to take any
action which would subject it to service of process in suits, other than those
arising out of the offering or sale of the Shares, in any jurisdiction where it
is not now so subject.

(h) The Company will make generally available to its security holders a
consolidated earnings statement, which need not be audited, covering a 12-month
period commencing after the effective date of this Agreement and ending not
later than 15 months thereafter, as soon as practicable after the end of such
period, which consolidated earnings statement shall satisfy the provisions of
Section 11(a) of the Act.

(i) During the period of three years hereafter, the Company will furnish
to the Underwriters (i) as soon as available, if requested, a copy of each
report of the Company mailed to stockholders or filed with the Commission, and
(ii) from time to time such other information concerning the Company as the
Underwriters may request.

(j) If this Agreement shall terminate or shall be terminated after
execution pursuant to any provisions hereof (otherwise than pursuant to the
second paragraph of Section 10 hereof or by notice given by the Underwriters
terminating this Agreement pursuant to Section 10 or Section 11 hereof) or if
this Agreement shall be terminated by the Underwriters because of any failure or
refusal on the part of the Company to comply with the terms or fulfill any of
the conditions of this Agreement, the Company agrees to reimburse the
Underwriters for all out-of-pocket expenses (including fees and expenses of
counsel for the Underwriters) incurred by the Underwriters in connection
herewith.

(k) The Company will apply the net proceeds from the sale of the Shares
substantially in accordance with the description set forth in the Prospectus.

(l) If Rule 430A of the Act is employed, the Company will timely file the
Prospectus pursuant to Rule 424(b) under the Act and will advise the
Underwriters of the time and manner of such filing.

(m) Except as provided in this Agreement and except for the pending
sale of 2,570,000 shares of Common Stock to ABKB/LaSalle Securities Limited
Partnership, the Company will not sell, contract to sell or otherwise dispose
of any Common Stock or any securities convertible into or exercisable or
exchangeable for Common Stock, or grant any options or warrants to purchase
Common Stock, for a period of 180 days after the date of the Prospectus,
without the prior written consent of Smith Barney Inc. (except that the Company
may at anytime grant options or warrants to purchase Common Stock in connection
with the grant of options to certain employees, officers and directors under
the Company's stock option plans or the issuance of Common Stock upon

-5-
<PAGE> 6
exercise of such options).

(n) The Company has furnished to the Underwriters "lock-up" letters, in
form and substance satisfactory to the Underwriters, signed by James M. Seneff,
Jr. and Robert A. Bourne.

(o) Except as stated in this Agreement and in the Prepricing Prospectus
and Prospectus, the Company has not taken, nor will it take, directly or
indirectly, any action designed to or that might reasonably be expected to cause
or result in stabilization or manipulation of the price of the Common Stock to
facilitate the sale or resale of the Shares.

(p) The Company will use its best efforts to have the shares of Common
Stock which it agrees to sell under this Agreement listed, subject to notice of
issuance, on the New York Stock Exchange on or before the Closing Date.

(q) The Company will comply and will use its best efforts to cause its
tenants to comply in all material respects with all applicable Environmental
Laws (as hereinafter defined).

(r) The Company will use its best efforts to continue to qualify as a
real estate investment trust (a "REIT") under the Internal Revenue Code of 1986,
as amended (the "Code"), and to continue to have each of its subsidiaries comply
with all applicable laws and regulations necessary to maintain a status as a
"qualified REIT subsidiary" under the Code.

(s) If the Company elects to rely upon Rule 462(b), the Company shall
both file a Rule 462(b) Registration Statement with the Commission in compliance
with Rule 462(b) and pay the applicable fees in accordance with Rule 111 of the
Act by the earlier of (i) 10:00 P.M. New York City time on the date of this
Agreement, and (ii) the time confirmations are sent or given, as specified by
Rule 462(b)(2).

6. Representations and Warranties of the Company. The Company represents
and warrants to each Underwriter that:

(a) The Basic Prospectus and each Prepricing Prospectus included as part
of the registration statement as originally filed or as part of any amendment or
supplement thereto, or filed pursuant to Rule 424 under the Act, complied when
so filed in all material respects with the provisions of the Act.

(b) The Company and the transactions contemplated by this Agreement meet
the requirements for using Form S-3 under the Act. The Registration Statement
has become effective for the registration under the Act of the Shares; no stop
order suspending the effectiveness of the Registration Statement is in effect,
and, to the best of the Company's knowledge, no proceedings for such purpose are
pending before or threatened by the Commission. The Registration Statement
meets the requirements set forth in Rule 415(a)(1)(x) under the Act and complies
in all other material respects with such Rule. The registration

-6-
<PAGE> 7
statement in the form in which it became effective and also in such form as it
may be when any posteffective amendment thereto shall become effective and the
Prospectus and any supplement or amendment thereto when filed with the
Commission under Rule 424(b) under the Act, complied or will comply in all
material respects with the provisions of the Act and did not or will not at any
such times contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
made therein not misleading, except that this representation and warranty does
not apply to statements in or omissions from the registration statement or the
Prospectus made in reliance upon and in conformity with information relating to
any Underwriter furnished to the Company in writing by or on behalf of any
Underwriter expressly for use therein.

(c) The Incorporated Documents heretofore filed, when they were filed
(or, if any amendment with respect to any such document was filed, when such
amendment was filed), conformed in all material respects with the requirements
of the Exchange Act and the rules and regulations of the Commission thereunder;
no such document when it was filed (or, if an amendment with respect to any such
document was filed, when such amendment was filed), contained an untrue
statement of a material fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements made therein, in
light of the circumstances under which they were made, not misleading.

(d) All the outstanding shares of Common Stock of the Company have been
duly authorized and validly issued, are fully paid and nonassessable and are
free of any preemptive or similar rights; the Shares have been duly authorized
and, when issued and delivered to the Underwriters against payment therefor in
accordance with the terms hereof, will be validly issued, fully paid and
nonassessable and free of any preemptive or similar rights; and the capital
stock of the Company conforms to the description thereof in the registration
statement and the Prospectus.

(e) Each of the Company and each of its subsidiaries is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Maryland with full corporate power and authority to own, lease and
operate its properties and to conduct its business as described in the
Registration Statement and the Prospectus, and is duly registered and qualified
to conduct its business and is in good standing in each jurisdiction or place
where the nature of its properties or the conduct of its business requires such
registration or qualification, except where the failure so to register or
qualify does not have a material adverse effect on the condition (financial or
other), business, properties, net worth or results of operations of the Company
and its subsidiaries. Neither the Company nor any of its subsidiaries does any
business in Cuba.

(f) The Company has no subsidiary or subsidiaries other than Net Lease
Realty I, Inc., Net Lease Realty II, Inc., Net Lease Realty III, Inc., and Net
Lease Realty IV, Inc., and does not control, directly or indirectly, any
corporation, partnership, joint venture, association or other business
association. The issued shares of capital stock of each of the Company's
subsidiaries have been duly authorized and validly issued, are fully paid and
non-assessable and are owned legally and beneficially by the Company free and
clear of any security interests, liens, encumbrances, equities or claims.

-7-
<PAGE> 8
(g) There are no legal or governmental proceedings pending or, to the
knowledge of the Company, threatened, against the Company or any of its
subsidiaries, or to which the Company or any properties of the Company or any of
its subsidiaries is subject, that are required to be described in the
Registration Statement or the Prospectus but are not described as required, and
there are no statutes, regulations, capital expenditures, contingencies or
agreements, contracts, indentures, leases or other instruments that are required
to be described in the Registration Statement or the Prospectus or to be filed
or incorporated by reference as an exhibit to the Registration Statement or any
Incorporated Document that are not described, filed or incorporated as required
by the Act or the Exchange Act.

(h) Neither the Company nor its subsidiaries is (A) in violation of (i)
its respective articles of incorporation or by-laws or (ii) to the best of the
Company's knowledge, any law, ordinance, administrative or governmental rule or
regulation applicable to the Company or its subsidiaries, which violation would
have a material adverse effect on the Company and its subsidiaries, or (iii) any
decree of any court or governmental agency or body having jurisdiction over the
Company or its subsidiaries, or (B) in default in any material respect in the
performance of any obligation, agreement or condition contained in any bond,
debenture, note or any other evidence of indebtedness or in any material
agreement, indenture, lease or other instrument to which the Company or its
subsidiaries is a party or by which the Company or its subsidiaries or any of
their respective properties may be bound.

(i) (A) To the best of the Company's knowledge, neither the Company nor
any of its subsidiaries is in violation of any municipal, state or federal law,
rule or regulation concerning any of the Properties (as defined in the
Prospectus) or the Acquisition Properties set forth in Part A of Schedule II
hereto which would have a material adverse effect on the Company and its
subsidiaries; (B) to the best of the Company's knowledge, each of the Properties
and the Acquisition Properties set forth in Part A of Schedule II hereto
complies with all applicable zoning laws, ordinances and regulations in all
material respects and, if and to the extent there is a failure to comply, such
failure does not materially impair the value of any of such properties and will
not result in a forfeiture or reversion of title thereof; (C) neither the
Company nor any of its subsidiaries has received from any governmental authority
any written notice of any condemnation of or zoning change affecting any of the
Properties or the Acquisition Properties set forth in Part A of Schedule II
hereto, and the Company does not know of any such condemnation or zoning change
which is threatened and which if consummated would have a material adverse
effect on the Company or any of such properties; (D) the leases under which the
Company leases the Properties and the Acquisition Properties set forth in Part A
of Schedule II hereto as lessor (the "Leases") are in full force and effect and
have been entered into in the ordinary course of business of the Company; (E)
the terms of the Advisory Agreement, dated as of April 1, 1993 and effective as
of January 1, 1997, between the Company and CNL Realty Advisors, Inc. (the
"Advisory Agreement") are fair and reasonable to the Company; (F) the Company
and each of its subsidiaries have complied with their respective obligations
under the Leases and the Advisory Agreement in all material respects and the
Company does not know of any default by any other party to the Leases and
Advisory Agreement which, alone or together with other such defaults, would have
a material adverse effect on the Company and its subsidiaries or any of the
properties subject to a Lease; and (G) all liens, charges, encumbrances, claims
or restrictions on or affecting

-8-

<PAGE> 9
the properties and assets (including the Properties and the Acquisition
Properties set forth in Part A of Schedule II hereto) of the Company and its
subsidiaries that are required to be disclosed in the Prospectus are disclosed
therein.

(j) Neither the issuance and sale of the Shares, the execution, delivery
or performance of this Agreement by the Company, nor the consummation by the
Company of the transactions contemplated hereby (i) requires any consent,
approval, authorization or other order of or registration or filing with, any
court, regulatory body, administrative agency or other governmental body, agency
or official (except such as may be required for the registration of the Shares
under the Act and compliance with the securities or Blue Sky laws of various
jurisdictions) or conflicts or will conflict with or constitutes or will
constitute a breach or violation of, or a default under, the articles of
incorporation or by-laws of the Company or any of its subsidiaries or (ii)
conflicts or will conflict with or constitutes or will constitute a breach of,
or a default under, any agreement, indenture, lease or other instrument to which
the Company or any of its subsidiaries is a party or by which the Company or any
properties of the Company or any of its subsidiaries may be bound (other than
the piggyback registration rights granted pursuant to the CNL Transaction (as
defined in the Prospectus), all of which have been waived in connection with the
transactions contemplated by this Agreement), or violates or will violate any
statute, law, regulation or filing or judgment, injunction, order or decree
applicable to the Company or any of its subsidiaries or any properties of the
Company or any of its subsidiaries, or will result in the creation or imposition
of any lien, charge or encumbrance upon any property or assets of the Company or
any of its subsidiaries pursuant to the terms of any agreement or instrument to
which the Company or any of its subsidiaries is a party or by which the Company
or any of its subsidiaries may be bound or to which any property or assets of
the Company or any of its subsidiaries is subject.

(k) To the Company's knowledge, the accountants, KPMG Peat Marwick LLP,
who have certified or shall certify the financial statements included or
incorporated by reference in the Registration Statement and the Prospectus (or
any amendment or supplement thereto) are independent public accountants as
required by the Act.

The financial statements, together with related schedules and notes,
included or incorporated by reference in the Registration Statement and the
Prospectus (and any amendment or supplement thereto), present fairly the
financial position, results of operations and changes in financial position of
the Company and its subsidiaries on the basis stated in the Registration
Statement and the Incorporated Documents at the respective dates or for the
respective periods to which they apply; such statements and related schedules
and notes have been prepared in accordance with generally accepted accounting
principles consistently applied throughout the periods involved, except as
disclosed therein; and the other financial and statistical information and data
included or incorporated by reference in the Registration Statement and the
Prospectus (and any amendment or supplement thereto) are accurately presented
and prepared on a basis consistent with such financial statements and the books
and records of the Company and its subsidiaries; and the pro forma financial
statements and other pro forma financial information included or incorporated by
reference in the Registration Statement and the Prospectus were prepared on the
basis of reasonable assumptions and comply in all material respects with the

-9-
<PAGE> 10
applicable requirements of Rule 11-02 of Regulation S-X and the pro forma
adjustments have been properly applied to the historical amounts in the
compilation of that data.

(l) The execution and delivery of, and the performance by the Company of
its obligations under, this Agreement have been duly and validly authorized by
the Company, and this Agreement has been duly executed and delivered by the
Company and constitutes the valid and legally binding agreement of the Company,
enforceable against the Company in accordance with its terms, except as rights
to indemnity and contribution hereunder may be limited by federal or state
securities laws.

(m) Except as disclosed in the Registration Statement and the Prospectus
(or any amendment or supplement thereto), subsequent to the respective dates as
of which such information is given in the Registration Statement and the
Prospectus (or any amendment or supplement thereto), the Company and its
subsidiaries have not incurred any liability or obligation, direct or
contingent, or entered into any transaction, not in the ordinary course of
business, that is material to the Company and its subsidiaries, and there has
not been any change in the capital stock, or material increase in the
short-term debt or long-term debt, of the Company and its subsidiaries, or any
material adverse change, or any development involving or which may reasonably
be expected to involve, a prospective material adverse change, in the condition
(financial or other), business, net worth or results of operations of the
Company and its subsidiaries.

(n) The Company and each of its subsidiaries have good and marketable
title to all property (real and personal) described in the Prospectus as being
owned by each of them (including the Properties and the Acquisition Properties
set forth in Part A of Schedule II hereto), free and clear of all liens, claims,
security interests or other encumbrances except such as are described in the
Registration Statement and the Prospectus or in a document filed as an exhibit
to the Registration Statement and all the property described in the Prospectus
as being held under lease by the Company or any of its subsidiaries is held by
it under valid, subsisting and enforceable leases.

(o) The purchase of the Acquisition Properties has been duly authorized
by the Board of Directors of the Company and each of the agreements pursuant to
which the Company has acquired the Acquisition Properties set forth in Part A of
Schedule II hereto (each, a "Purchase Agreement" and together, the "Purchase
Agreements") has been duly authorized, executed and delivered by the Company and
gives the Company the unconditional right, upon payment of the amount provided
in the applicable Purchase Agreement, to acquire the applicable Acquisition
Property.

(p) The Company has not distributed and, prior to the later to occur of
(i) the Closing Date and (ii) completion of the distribution of the Shares, will
not distribute any offering material in connection with the offering and sale of
the Shares other than the Registration Statement, the Prepricing Prospectus, the
Prospectus or other materials, if any, permitted by the Act. The Company has
not, directly or indirectly, (i) taken any action designed to cause or to result
in, or that has constituted or which might reasonably be expected to constitute,
the

-10-

<PAGE> 11
stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the Shares or (ii) since the filing of the
Registration Statement (A) sold, bid for, purchased, or paid anyone any
compensation for soliciting purchases of, the Shares or (B) paid or agreed to
pay to any person any compensation for soliciting another to purchase any other
securities of the Company.

(q) The Company and its subsidiaries have such permits, licenses,
franchises and authorizations of governmental or regulatory authorities
("permits") as are necessary to own their respective properties and to conduct
their respective businesses in the manner described in the Prospectus, subject
to such qualifications as may be set forth in the Prospectus; the Company and
its subsidiaries have fulfilled and performed all their respective material
obligations with respect to such permits and no event has occurred which allows,
or after notice or lapse of time would allow, revocation or termination thereof
or result in any other material impairment of the rights of the holder of any
such permit, subject in each case to such qualification as may be set forth in
the Prospectus; and, except as described in the Prospectus, none of such permits
contains any restriction that is materially burdensome to the Company and its
subsidiaries.

(r) The Company and each of its subsidiaries maintain a system of
internal accounting controls sufficient to provide reasonable assurances that
(i) transactions are executed in accordance with management's general or
specific authorization; (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with generally accepted
accounting principles and to maintain accountability for assets; (iii) access to
the financial and corporate books and records and assets is permitted only in
accordance with management's general or specific authorization; and (iv) the
recorded accountability for assets is compared with existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.

(s) To the Company's knowledge, neither the Company and its subsidiaries
nor any employee or agent of the Company and its subsidiaries has made any
payment of funds of the Company or its subsidiaries or received or retained any
funds in violation of any law, rule or regulation, which payment, receipt or
retention of funds is of a character required to be disclosed in the Prospectus.

(t) No labor dispute with the employees of the Company and its
subsidiaries exists or is threatened or imminent that could result in a material
adverse change in the condition (financial or other), business, net worth or
results of operations of the Company and its subsidiaries.

(u) The Company has filed all tax returns required to be filed, which
returns are complete and correct, and the Company is not in default in the
payment of any taxes which were payable pursuant to said returns or any
assessments with respect thereto.

(v) No holder of any security of the Company has any right to require
registration of shares of Common Stock or any other security of the Company
because of the filing of the registration statement or consummation of the
transactions contemplated by this

-11-

<PAGE> 12
Agreement which has not been waived in connection with the transactions
contemplated by this Agreement.

(w) The Company and its subsidiaries own or possess all
patents, trademarks, trademark registrations, service marks, service mark
registrations, trade names, copyrights, licenses, inventions, trade secrets and
rights described in the Prospectus as being owned by them or necessary for the
conduct of their respective businesses, and the Company is not aware of any
claim to the contrary or any challenge by any other person to the rights of the
Company and its subsidiaries with respect to the foregoing.

(x) The Company is not now, and after sale of the Shares to be
sold by the Company hereunder and application of the net proceeds from such
sale as described in the Prospectus under the caption "Use of Proceeds" will
not be, an "investment company" within the meaning of the Investment Company
Act of 1940, as amended.

(y) (i) To the best of the Company's knowledge, the Company, its
subsidiaries, the Properties, the Acquisition Properties and the operations
conducted thereon comply and heretofore have complied with all applicable
Environmental Laws, except as disclosed in the Environmental Reports (defined
below) and not likely to have a material adverse effect on the relevant
Property or Acquisition Property.

(ii) The Company and its subsidiaries have not at any time and,
to the best of the Company's knowledge, no other party has at any time handled,
buried, stored, retained, refined, transported, processed, manufactured,
generated, produced, spilled, allowed to seep, leak, escape or leach, or be
pumped, poured, emitted, emptied, discharged, injected, dumped, transferred or
otherwise disposed of or dealt with, Hazardous Materials (as defined below) on,
to, under or from the Properties or the Acquisition Properties, except as
disclosed in the environmental site assessment reports obtained by the Company
on or before the date hereof in connection with the purchase of any of the
Properties and the Acquisition Properties and provided to the Underwriters or
their counsel (collectively, the "Environmental Reports") and not likely to
have a material adverse effect on the relevant Property or Acquisition
Property. Neither the Company nor any of its subsidiaries intends to use the
Properties, the Acquisition Properties or any subsequently acquired properties
for the purpose of handling, burying, storing, retaining, refining,
transporting, processing, manufacturing, generating, producing, spilling,
seeping, leaking, escaping, leaching, pumping, pouring, emitting, emptying,
discharging, injecting, dumping, transferring or otherwise disposing of or
dealing with Hazardous Materials.

(iii) To the best of the Company's knowledge, no seepage, leak,
escape, leach, discharge, injection, release, emission, spill, pumping, pouring,
emptying or dumping of Hazardous Materials into waters on or adjacent to the
Properties or the Acquisition Properties has occurred, is occurring or is
reasonably expected to occur, except as disclosed in the Environmental Reports
and not likely to have a material adverse effect on the relevant Property or
Acquisition Property.

-12-
<PAGE> 13

(iv) Neither the Company nor any of its subsidiaries has received
notice from any Governmental Authority or other person of, and does not have
knowledge of, any occurrence or circumstance which, with notice, passage of
time, or failure to act, would give rise to, any claim under or pursuant to any
Environmental Law or under common law pertaining to Hazardous Materials on or
originating from the Existing Properties or the Acquisition Properties or
arising out of the conduct of any party with respect to the Existing Properties
or the Acquisition Properties, except as disclosed in the Environmental Reports.

(v) To the best of the Company's knowledge, the Properties and the
Acquisition Properties are not included or proposed for inclusion on any
federal, state, or local lists of sites which require or might require
environmental cleanup, including, but not limited to, the National Priorities
List or CERCLIS List issued pursuant to CERCLA (as defined below) by the United
States Environmental Protection Agency.

As used herein, "Hazardous Material" shall include, without
limitation, any flammable explosives, radioactive materials, hazardous
materials, hazardous wastes, hazardous or toxic substances, or related
materials, asbestos, polychlorinated biphenyls ("PCBs"), petroleum products and
by-products and substances defined or listed as "hazardous substances," "toxic
substances," "hazardous waste," or "hazardous materials" in any Federal, state
or local Environmental Law.

As used herein, "Environmental Law" shall mean all laws, regulations
or ordinances of any Federal, state or local governmental authority having or
claiming jurisdiction over any of the Properties or the Acquisition Properties
(a "Governmental Authority") that are designed to protect public health and the
environment or regulate the handling of Hazardous Materials, including, without
limitation, the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as amended (42 U.S.C. Section 9601 et seq.) ("CERCLA"),
the Hazardous Material Transportation Act, as amended (49 U.S.C. Section 1801
et seq.), the Resource Conservation and Recovery Act, as amended (42 U.S.C.
Section 6901 et seq.), the Federal Water Pollution Control Act, as amended (33
U.S.C. Section 1251 et seq.), and the Clean Air Act, as amended (42 U.S.C.
Section 7401 et seq.), and any and all analogous future federal or present or
future state or local laws.

(z) The Company is organized in conformity with the requirements for
qualification as a real estate investment trust under Sections 856 through 860
of the Code and the rules and regulations thereunder; as of the close of any
taxable year, the Company has had no earnings and profits accumulated in a
non-REIT year within the meaning of Section 857(a)(3)(B) of the Code; and the
Company's past and proposed method of operation have enabled it, and will enable
it, to meet the requirements for taxation as a REIT under the Code for all years
of its taxable operations ending on or before December 31, 1997.

(aa) Each of the Company's subsidiaries is in compliance with all
requirements applicable to a "qualified REIT subsidiary" within the meaning of
Section 856(i) of the Code and all applicable regulations under the Code, and
the Company is not aware of any fact that would negatively impact such
qualifications.

-13-
<PAGE> 14

(bb) The Company and each of its subsidiaries are insured by
insurers of recognized financial responsibility against such losses and risks
and in such amounts as are prudent and customary in the businesses in which they
are engaged and the value of their properties; neither the Company nor any of
its subsidiaries has been refused any insurance coverage sought or applied for,
and the Company does not have any reason to believe that the Company and each of
its subsidiaries will not be able to renew its respective existing insurance
coverage as and when such coverage expires or to obtain similar coverage from
similar insurers as may be necessary to continue its respective businesses at a
cost that would not materially and adversely affect the condition (financial or
otherwise), business prospects, net worth or results of operations of the
Company and its subsidiaries.

(cc) The Company and its subsidiaries have title insurance on each
of the Properties and the Acquisition Properties set forth in Part A of Schedule
II hereto in an amount at least equal to the greater of (a) the cost of
acquisition of such property and (b) the replacement cost of the improvements
located on such property.

(dd) No subsidiary of the Company is currently prohibited directly
or indirectly, from paying any dividends to the Company, from making any other
distribution on such subsidiary's capital stock, from repaying to the Company
any loans or advances to such subsidiary from the Company or from transferring
and of such subsidiary's assets or property to the Company or any other
subsidiary of the Company, except as described in or contemplated by the
Prospectus.

7. Indemnification and Contribution. (a) The Company agrees to
indemnify and hold harmless each of the Underwriters and each person, if any,
who controls any Underwriter within the meaning of Section 15 of the Act or
Section 20 of the Exchange Act from and against any and all losses, claims,
damages, liabilities and expenses (including reasonable costs of investigation)
arising out of or based upon any untrue statement or alleged untrue statement of
a material fact contained in any Prepricing Prospectus or in the Basic
Prospectus or in the Registration Statement or the Prospectus or in any
amendment or supplement thereto, or arising out of or based upon any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, except insofar as
such losses, claims, damages, liabilities or expenses arise out of or are based
upon any untrue statement or omission or alleged untrue statement or omission
which has been made therein or omitted therefrom in reliance upon and in
conformity with the information relating to such Underwriter furnished in
writing to the Company by or on behalf of any Underwriter expressly for use in
connection therewith; provided, however, that the indemnification contained in
this paragraph (a) with respect to any Prepricing Prospectus shall not inure to
the benefit of any Underwriter (or to the benefit of any person controlling such
Underwriter) to the extent that any such loss, claim, damage, liability or
expense results from the fact that such Underwriter sold Shares to any person as
to whom it shall be established that a copy of the Prospectus as then amended or
supplemented (excluding documents incorporated by reference) was not delivered
or sent to such person within the time required by the Act and the regulations
thereunder and such loss, claim, damage, liability or expense of such
Underwriter results from an untrue statement or

-14-
<PAGE> 15
alleged untrue statement or omission or alleged omission of a material fact
contained in such Prepricing Prospectus which was identified to such Underwriter
and was corrected in the Prospectus (excluding documents incorporated by
reference), provided that the Company has delivered the Prospectus to the
several Underwriters in requisite quantity on a timely basis to permit such
delivery or sending. The foregoing indemnity agreement shall be in addition to
any liability which the Company may otherwise have.

(b) If any action, suit or proceeding shall be brought against any
Underwriter or any person controlling any Underwriter in respect of which
indemnity may be sought against the Company, such Underwriter or such
controlling person shall promptly notify the Company and the Company shall
assume the defense thereof, including the employment of counsel and payment of
all fees and expenses. Such Underwriter or any such controlling person shall
have the right to employ separate counsel in any such action, suit or proceeding
and to participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of such Underwriter or such controlling person
unless (i) the Company has agreed in writing to pay such fees and expenses, (ii)
the Company has failed to assume the defense and employ counsel, or (iii) the
named parties to any such action, suit or proceeding (including any impleaded
parties) include both such Underwriter or such controlling person and the
Company and such Underwriter or such controlling person shall have been advised
by its counsel that representation of such indemnified party and the Company by
the same counsel would be inappropriate under applicable standards of
professional conduct (whether or not such representation by the same counsel has
been proposed) due to actual or potential differing interests between them (in
which case the Company shall not have the right to assume the defense of such
action, suit or proceeding on behalf of such Underwriter or such controlling
person). It is understood, however, that the Company shall, in connection with
any one such action, suit or proceeding or separate but substantially similar or
related actions, suits or proceedings in the same jurisdiction arising out of
the same general allegations or circumstances, be liable for the reasonable fees
and expenses of only one separate firm of attorneys (in addition to any local
counsel) at any time for all such Underwriters and controlling persons not
having actual or potential differing interests with any Underwriter or among
themselves, which firm shall be designated in writing by Smith Barney Inc., and
that all such fees and expenses shall be reimbursed as they are incurred. The
Company shall not be liable for any settlement of any such action, suit or
proceeding effected without its written consent, but if settled with such
written consent, or if there be a final judgment for the plaintiff in any such
action, suit or proceeding, the Company agrees to indemnify and hold harmless
any Underwriter, to the extent provided in the preceding paragraph, and any such
controlling person from and against any loss, claim, damage, liability or
expense by reason of such settlement or judgment.

(c) Each Underwriter agrees, severally and not jointly, to indemnify
and hold harmless the Company, its directors, its officers who sign the
Registration Statement, and any person who controls the Company within the
meaning of Section 15 of the Act or Section 20 of the Exchange Act, to the same
extent as the foregoing indemnity from the Company to each Underwriter, but only
with respect to information relating to such Underwriter furnished in writing by
or on behalf of such Underwriter expressly for use in the Registration
Statement, the Prospectus or any Prepricing Prospectus, or any amendment or
supplement thereto. If any action, suit or proceeding shall be brought against
the Company, any of its directors, any such officer, or

-15-
<PAGE> 16
any such controlling person based on the Registration Statement, the Prospectus
or any Prepricing Prospectus, or any amendment or supplement thereto, and in
respect of which indemnity may be sought against any Underwriter pursuant to
this paragraph (c), such Underwriter shall have the rights and duties given to
the Company by paragraph (b) above (except that if the Company shall have
assumed the defense thereof such Underwriter shall not be required to do so, but
may employ separate counsel therein and participate in the defense thereof, but
the fees and expenses of such counsel shall be at such Underwriter's expense),
and the Company, its directors, any such officer, and any such controlling
person shall have the rights and duties given to the Underwriters by paragraph
(b) above. The foregoing indemnity agreement shall be in addition to any
liability which the Underwriters may otherwise have.

(d) If the indemnification provided for in this Section 7 is
unavailable to an indemnified party under paragraphs (a) or (c) hereof in
respect of any losses, claims, damages, liabilities or expenses referred to
therein, then an indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages, liabilities or expenses (i) in such
proportion as is appropriate to reflect the relative benefits received by the
Company on the one hand and the Underwriters on the other hand from the offering
of the Shares, or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect not
only the relative benefits referred to in clause (i) above but also the relative
fault of the Company on the one hand and the Underwriters on the other in
connection with the statements or omissions that resulted in such losses,
claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative benefits received by the Company on the
one hand and the Underwriters on the other shall be deemed to be in the same
proportion as the total net proceeds from the offering (before deducting
expenses) received by the Company bear to the total underwriting discounts and
commissions received by the Underwriters, in each case as set forth in the table
on the cover page of the Prospectus. The relative fault of the Company on the
one hand and the Underwriters on the other hand shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Company on the one hand or by the
Underwriters on the other hand and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.

(e) The Company and the Underwriters agree that it would not be just
and equitable if contribution pursuant to this Section 7 were determined by a
pro rata allocation (even if the Underwriters were treated as one entity for
such purpose) or by any other method of allocation that does not take account of
the equitable considerations referred to in paragraph (d) above. The amount
paid or payable by an indemnified party as a result of the losses, claims,
damages, liabilities and expenses referred to in paragraph (d) above shall be
deemed to include, subject to the limitations set forth above, any reasonable
legal or other expenses incurred by such indemnified party in connection with
investigating any claim or defending any such action, suit or proceeding.
Notwithstanding the provisions of this Section 7, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price of the Shares underwritten by it and distributed to the public exceeds the
amount of any damages which such Underwriter has otherwise been required to pay
by reason of such untrue or alleged untrue statement or omission

-16-
<PAGE> 17
or alleged omission. No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation. The
Underwriters' obligations to contribute pursuant to this Section 7 are several
in proportion to the respective numbers of Firm Shares set forth opposite their
names in Schedule I hereto (or such numbers of Firm Shares increased as set
forth in Section 10 hereof) and not joint.

(f) No indemnifying party shall, without the prior written consent
of the indemnified party, effect any settlement of any pending or threatened
action, suit or proceeding in respect of which any indemnified party is or could
have been a party and indemnity could have been sought hereunder by such
indemnified party, unless such settlement includes an unconditional release of
such indemnified party from all liability on claims that are the subject matter
of such action, suit or proceeding.

(g) Any losses, claims, damages, liabilities or expenses for which
an indemnified party is entitled to indemnification or contribution under this
Section 7 shall be paid by the indemnifying party to the indemnified party as
such losses, claims, damages, liabilities or expenses are incurred. The
indemnity and contribution agreements contained in this Section 7 and the
representations and warranties of the Company set forth in this Agreement shall
remain operative and in full force and effect, regardless of (i) any
investigation made by or on behalf of any Underwriter or any person controlling
any Underwriter, the Company, its directors or officers, or any person
controlling the Company, (ii) acceptance of any Shares and payment therefor
hereunder, and (iii) any termination of this Agreement. A successor to any
Underwriter or any person controlling any Underwriter, or to the Company, its
directors or officers, or any person controlling the Company, shall be entitled
to the benefits of the indemnity, contribution and reimbursement agreements
contained in this Section 7.

8. Conditions of Underwriters' Obligations. The several
obligations of the Underwriters to purchase the Firm Shares hereunder are
subject to the following conditions:

(a) (i) If, at the time this Agreement is executed and delivered,
it is necessary for a post-effective amendment to the registration statement to
be declared effective before the offering of the Shares may commence, such
post-effective amendment shall have become effective not later than 5:30 P.M.,
New York City time, on the date hereof, or at such later date and time as shall
be consented to in writing by the Underwriters; if the Company has elected to
rely on Rule 462(b), the Rule 462(b) Registration Statement shall have become
effective not later than the earlier of (x) 10:00 P.M., New York City time, on
the date hereof, or (y) at such later date and time as shall be consented to in
writing by the Underwriters; and all filings, if any, required by Rules 424 and
430A under the Act shall have been timely made; (ii) no stop order suspending
the effectiveness of the registration statement shall have been issued and no
proceeding for that purpose shall have been instituted or, to the knowledge of
the Company or any Underwriter, threatened by the Commission; and (iii) any
request of the Commission for additional information (to be included in the
registration statement or the Prospectus or otherwise) shall have been complied
with to the satisfaction of the Underwriters.

-17-

<PAGE> 18

(b) Subsequent to the effective date of this Agreement, there shall
not have occurred (i) any change, or any development involving a prospective
change, in or affecting the condition (financial or other), business,
properties, net worth, or results of operations of the Company and its
subsidiaries not contemplated by the Prospectus (exclusive of any amendments or
supplements thereto subsequent to the date of this Agreement), which, in the
opinion of the Underwriters, would materially adversely affect the market for
the Shares, or (ii) any event or development relating to or involving the
Company and its subsidiaries or any officer or director of the Company and its
subsidiaries which makes any statement made in the Prospectus untrue or which,
in the opinion of the Company and its counsel or the Underwriters and their
counsel, requires the making of any addition to or change in the Prospectus in
order to state a material fact required by the Act or any other law to be stated
therein or necessary in order to make the statements therein not misleading, if
amending or supplementing the Prospectus to reflect such event or development
would, in the opinion of the Underwriters, adversely affect the market for the
Shares.

(c) The Underwriters shall have received on the Closing Date, an
opinion of Shaw, Pittman, Potts & Trowbridge, counsel for the Company, dated the
Closing Date and addressed to the Underwriters, to the effect that:

(i) Each of the Company and each of its subsidiaries is a
corporation duly incorporated and validly existing in good standing under the
laws of the State of Maryland with full corporate power and authority to own,
lease and operate its properties and to conduct its business as described in the
Registration Statement and the Prospectus (and any amendment or supplement
thereto), and, based solely on certificates of public officials and officers of
the Company and its subsidiaries, is duly registered and qualified to conduct
its business and is in good standing in each jurisdiction or place where the
nature of its properties or the conduct of its business requires such
registration or qualification, except where the failure so to register or
qualify does not have a material adverse effect on the condition (financial or
other), business, properties, net worth or results of operations of the Company
and its subsidiaries;

(ii) To the knowledge of such counsel, the Company has no
subsidiaries other than Net Lease Realty I, Inc., Net Lease Realty II, Inc., Net
Lease Realty III, Inc., and Net Lease Realty IV, Inc., and does not control,
directly or indirectly, any corporation, partnership, joint venture, association
or other business association. The issued shares of capital stock of each of
the Company's subsidiaries have been duly authorized and validly issued, are
fully paid and non-assessable and are owned legally and beneficially by the
Company and, to the knowledge of such counsel, free and clear of any security
interests, liens, encumbrances, equities or claims;

(iii) The authorized capital stock of the Company conforms in all
material respects as to legal matters to the description thereof contained in
the Prospectus under the caption "Description of Common Stock";

(iv) All the shares of capital stock of the Company outstanding
prior to the issuance of the Shares have been duly authorized and validly
issued, and are fully paid and nonassessable;

-18-
<PAGE> 19

(v) The Shares have been duly authorized and, when issued and
delivered to the Underwriters against payment therefor in accordance with the
terms hereof, will be validly issued, fully paid and nonassessable and free of
any preemptive rights under Maryland General Corporation Law;

(vi) To the knowledge of such counsel, based upon such inquiry as
such counsel deems appropriate, (a) the Shares, when issued and delivered in
accordance with the terms hereof, will be free of any contractual preemptive
right or other similar rights that entitle or will entitle any person to acquire
any Shares upon the issuance thereof by the Company and (b) no holder of
securities of the Company is entitled to have such securities registered under
the Registration Statement which right has not been waived in connection with
the transactions contemplated by this Agreement;

(vii) The form of certificates for the Shares conforms to the
requirements of the Maryland General Corporation Law;

(viii) The Registration Statement and all post-effective amendments,
if any, and the Rule 462(b) Registration Statement, if any, have become
effective under the Act and, to the knowledge of such counsel, no stop order
suspending the effectiveness of the Registration Statement has been issued and
no proceedings for that purpose are pending before or contemplated by the
Commission; and any required filing of the Prospectus pursuant to Rule 424(b)
has been made in accordance with Rule 424(b);

(ix) The Company has the corporate power and authority to enter
into this Agreement and the Purchase Agreements and to issue, sell and deliver
the Shares to the Underwriters as provided herein, and this Agreement and the
Purchase Agreements have been duly authorized, executed and delivered by the
Company and are valid, legal and binding agreements of the Company, enforceable
against the Company in accordance with their respective terms, except as
enforcement of rights to indemnity and contribution hereunder may be limited by
Federal or state securities laws or principles of public policy and subject to
the qualification that the enforceability of the Company's obligations
hereunder and thereunder may be limited by bankruptcy, fraudulent conveyance,
insolvency, reorganization, moratorium, and other laws relating to or affecting
creditors' rights generally, and by general equitable principles when applied
by a court of law or equity;

(x) To the knowledge of such counsel, neither the Company nor any
of its subsidiaries is (a) in violation of its respective articles of
incorporation or by-laws or (b) in default in the performance of any material
obligation, agreement or condition contained in any bond, debenture, note or
other evidence of indebtedness set forth on Schedule A attached to such opinion,
except as may be disclosed in the Prospectus;

(xi) Neither the offer, sale or delivery of the Shares, the
execution, delivery or performance by the Company of this Agreement, compliance
by the Company with the provisions hereof nor consummation by the Company of
the transactions contemplated hereby (a) conflicts

-19-
<PAGE> 20
or will conflict with or constitutes or will constitute a breach of, or a
default under, (1) the articles of incorporation or by-laws of the Company or
any of its subsidiaries or (2) any agreement, indenture, lease or other
instrument to which the Company or any of its subsidiaries is a party or by
which the Company or any properties of the Company or any of its subsidiaries is
bound (A) that is an exhibit to the Registration Statement or (B) which is known
to such counsel (other than the piggyback registration rights granted pursuant
to the CNL Transaction (as defined in the Prospectus), all of which have been
waived in connection with the transactions contemplated by this Agreement); or
(b) results or will result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Company or its subsidiaries,
pursuant to any agreement, indenture, lease or other instrument to which the
Company or any of its subsidiaries is a party or by which the Company or any
properties of the Company or any of its subsidiaries is bound (1) that is
incorporated by reference or an exhibit to the Registration Statement or (2)
which is known to such counsel; or (c) violates or will violate (1) any existing
federal or Maryland law, regulation or ruling (assuming compliance with all
applicable state securities and Blue Sky laws, regulations, rulings and orders)
or (2) to the knowledge of such counsel, any judgment, injunction, order or
decree applicable to the Company or its subsidiaries or any properties of the
Company or any of its subsidiaries;

(xii) No consent, approval, authorization or other order of, or
registration or filing with, any court, regulatory body, administrative agency
or other governmental body, agency, or official is required on the part of the
Company (except as have been obtained under the Act or such as may be required
under state securities or Blue Sky laws governing the purchase and distribution
of the Shares) for the valid issuance and sale of the Shares to the Underwriters
as contemplated by this Agreement;

(xiii) (a) The Registration Statement and the Prospectus and any
supplements or amendments thereto (except for the financial statements and the
notes thereto and the schedules and other financial and statistical data
included therein, as to which such counsel need not express any opinion) comply
as to form in all material respects with the requirements of the Act; and (b)
each of the Incorporated Documents (except for the financial statements and the
notes thereto and the schedules and other financial and statistical data
included therein, as to which counsel need not express any opinion) complies as
to form in all material respects with the Exchange Act and the rules and
regulations of the Commission thereunder;

(xiv) To the knowledge of such counsel, based upon such inquiry as
such counsel deems appropriate, other than as described or contemplated in the
Prospectus (or any supplement thereto), there are no legal or governmental
proceedings pending or threatened against the Company or any of its
subsidiaries, or to which the Company or any of its subsidiaries or any
properties of the Company and any of its subsidiaries is subject, which are
required to be described in the Registration Statement or Prospectus (or any
amendment or supplement thereto) and there are no agreements, contracts,
indentures, leases or other instruments that are required to be described in the
Registration Statement or the Prospectus (or any amendment or supplement
thereto) or to be filed or incorporated by reference as an exhibit to the
Registration Statement or any Incorporated Document that are not described,
filed or incorporated as required, as the case may be;

-20-
<PAGE> 21

(xv) To the knowledge of such counsel, neither the Company nor
any of its subsidiaries is in violation of any law, ordinance, administrative
or governmental rule or regulation applicable to the Company or its
subsidiaries or of any decree of any court or governmental agency or body
having jurisdiction over the Company or its subsidiaries;

(xvi) Such counsel is not aware of any certificates,
authorizations, licenses or permits required by any federal regulatory
authority which are necessary for the Company and its subsidiaries to conduct
their respective businesses other than any such certificates, authorizations,
licenses or permits which have been obtained; to the knowledge of such counsel,
neither the Company nor any of its subsidiaries has received any notice of
proceedings relating to the revocation or modification of any certificate,
authorization, license or permit issued by any federal, state, municipal or
foreign regulatory authority which, singly or in the aggregate, if the subject
of an unfavorable decision, ruling or finding, would result in a material
adverse change in the condition (financial or otherwise), business prospects,
net worth or results of operations of the Company or its subsidiaries;

(xvii) The Company is not subject to registration as an investment
company under the Investment Company Act of 1940, as amended, and the
transactions contemplated by this Agreement will not cause the Company to
become an investment company subject to registration under the Investment
Company Act of 1940, as amended;

(xviii) Commencing with the Company's initial taxable year, the
Company has qualified as a REIT under the Code for all taxable years ending on
or before December 31, 1996, and its past and proposed method of operation will
enable it to qualify as a REIT under the Code for its taxable year ending on
December 31, 1997; and each of the Company's subsidiaries is a "qualified REIT
subsidiary" within the meaning of Section 856(i) of the Code;

(xix) To the knowledge of such counsel, (a) neither the Company nor
any of its subsidiaries is in violation of any federal law or regulation
relating to occupational safety and health or to the environment, including,
without limitation, the storage, handling, transportation or disposal of
hazardous or toxic materials, (b) the Company and its subsidiaries have received
all permits, registrations, licenses and other approvals required of them under
applicable federal occupational safety and health and environmental laws and
regulations to conduct their respective businesses and (c) the Company and its
subsidiaries are in compliance with all terms and conditions of any such permit,
registration, license or approval, except any such violation of law or
regulation, failure to receive required permits, registrations, licenses or
other approvals or failure to comply with the terms and conditions of such
permits, registrations, licenses or approvals which would not, singly or in the
aggregate, result in a material adverse change in the condition (financial or
otherwise), business prospects, net worth or results of operations of the
Company or its subsidiaries;

(xx) The Shares have been approved for listing on the New York
Stock Exchange, subject to official notice of issuance;

-21-
<PAGE> 22
(xxi) The statements in the Prospectus, insofar as they are
descriptions of contracts or agreements or constitute statements of law or legal
conclusions, are accurate and present fairly the information required to be
shown in all material respects; and

(xxii) Although counsel has not undertaken, except as otherwise
indicated in their opinion, to determine independently, and does not assume any
responsibility for, the accuracy or completeness of the statements in the
Registration Statement, such counsel has participated in the preparation of the
Registration Statement and the Prospectus, including review and discussion of
the contents thereof (including review and discussion of the contents of all
Incorporated Documents), and nothing has come to the attention of such counsel
that has caused them to believe that the Registration Statement (including the
Incorporated Documents) at the time the Registration Statement became effective,
or the Prospectus, as of its date and as of the Closing Date or the Option
Closing Date, as the case may be, contained an untrue statement of a material
fact or omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading or that any amendment or
supplement to the Prospectus, as of its respective date, and as of the Closing
Date or the Option Closing Date, as the case may be, contained any untrue
statement of a material fact or omitted to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading (it being understood that such counsel need
express no opinion with respect to the financial statements and the notes
thereto and the schedules and other financial data included in the Registration
Statement or the Prospectus or any Incorporated Document).

(d) The Underwriters shall have received on the Closing Date an
opinion of Willkie Farr & Gallagher, counsel for the Underwriters, dated the
Closing Date and addressed to the Underwriters, with respect to the matters
referred to in clauses (viii) and (xiii)(a) of the foregoing paragraph (c) and
such other related matters as the Underwriters may request.

(e) The Underwriters shall have received letters addressed to the
Underwriters and dated the date hereof and the Closing Date from KPMG Peat
Marwick LLP, independent certified public accountants, substantially in the
forms heretofore approved by the Underwriters.

(f) (i) No stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceedings for that
purpose shall have been taken or, to the knowledge of the Company, shall be
contemplated by the Commission at or prior to the Closing Date; (ii) there
shall not have been any change in the capital stock of the Company nor any
material increase in the short-term or long-term debt of the Company and its
subsidiaries (other than in the ordinary course of business) from that set
forth or contemplated in the Registration Statement or the Prospectus (or any
amendment or supplement thereto); (iii) there shall not have been, since the
respective dates as of which information is given in the Registration Statement
and the Prospectus (or any amendment or supplement thereto), except as may
otherwise be stated in the Registration Statement and Prospectus (or any
amendment or supplement thereto), any material adverse change in the condition
(financial or other), business, prospects, properties, net worth or results of
operations of the Company and its subsidiaries; (iv) the Company and its
subsidiaries shall not have any liabilities or obligations, direct or
contingent (whether or not in the ordinary course of business), that are
material to the Company and its

-22-

<PAGE> 23
subsidiaries, other than those reflected in the Registration Statement or the
Prospectus (or any amendment or supplement thereto); and (v) all the
representations and warranties of the Company contained in this Agreement shall
be true and correct on and as of the date hereof and on and as of the Closing
Date as if made on and as of the Closing Date, provided, that, for purposes of
the representations and warranties to be made as of the Closing Date, the
references to Part A of Schedule II in Sections 6(i), (n), (o) and (cc) hereof
shall also be deemed to refer to Part B of Schedule II, and the Underwriters
shall have received a certificate, dated the Closing Date and signed by the
chief executive officer and the chief financial officer of the Company (or such
other officers as are acceptable to the Underwriters), to the effect set forth
in this Section 8(f) and in Section 8(g) hereof.

(g) The Company shall not have failed at or prior to the Closing
Date to have performed or complied with any of its agreements herein contained
and required to be performed or complied with by it hereunder at or prior to the
Closing Date.

(h) Prior to the Closing Date the Shares shall have been listed,
subject to notice of issuance, on the New York Stock Exchange.

(i) The Company shall have furnished or caused to be furnished to
the Underwriters such further certificates and documents as the Underwriters
shall have requested.

All such opinions, certificates, letters and other documents will be
in compliance with the provisions hereof only if they are satisfactory in form
and substance to the Underwriters and their counsel.

Any certificate or document signed by any officer of the Company and
delivered to the Underwriters, or to counsel for the Underwriters, shall be
deemed a representation and warranty by the Company to each Underwriter as to
the statements made therein.

The several obligations of the Underwriters to purchase Additional
Shares hereunder are subject to the satisfaction on and as of any Option Closing
Date of the conditions set forth in this Section 8, except that, if any Option
Closing Date is other than the Closing Date, the certificates, opinions and
letters referred to in paragraphs (c) through (g) shall be dated the Option
Closing Date in question and the opinions called for by paragraphs (c) and (d)
shall be revised to reflect the sale of Additional Shares.

9. Expenses. The Company agrees to pay the following costs and
expenses and all other costs and expenses incident to the performance by the
Company of its obligations hereunder: (i) the preparation, printing or
reproduction, and filing with the Commission of the registration statement
(including financial statements and exhibits thereto), each Prepricing
Prospectus, the Prospectus, and each amendment or supplement to any of them;
(ii) the printing (or reproduction) and delivery (including postage, air freight
charges and charges for counting and packaging) of such copies of the
registration statement, each Prepricing Prospectus, the Prospectus, the
Incorporated Documents, and all amendments or supplements to any of them, as may
be reasonably requested for use in connection with the offering and sale of the
Shares; (iii)

-23-
<PAGE> 24
the preparation, printing, authentication, issuance and delivery of certificates
for the Shares, including any stamp taxes in connection with the original
issuance and sale of the Shares; (iv) the printing (or reproduction) and
delivery of this Agreement, the preliminary and supplemental Blue Sky memoranda
and all other agreements or documents printed (or reproduced) and delivered in
connection with the offering of the Shares; (v) the listing of the Shares on the
New York Stock Exchange; (vi) the registration or qualification of the Shares
for offer and sale under the securities or Blue Sky laws of the several states
as provided in Section 5(g) hereof (including the reasonable fees, expenses and
disbursements of counsel for the Underwriters relating to the preparation,
printing or reproduction, and delivery of the preliminary and supplemental Blue
Sky memoranda and such registration and qualification); (vii) the filing fees
and the fees and expenses of counsel for the Underwriters in connection with any
filings required to be made with the National Association of Securities Dealers,
Inc.; (viii) the transportation and other expenses incurred by or on behalf of
Company representatives in connection with presentations to prospective
purchasers of the Shares; and (ix) the fees and expenses of the Company's
accountants and the fees and expenses of counsel (including local and special
counsel) for the Company.

10. Effective Date of Agreement. This Agreement shall become
effective: (i) upon the execution and delivery hereof by the parties hereto; or
(ii) if, at the time this Agreement is executed and delivered, it is necessary
for a post-effective amendment to the registration statement to be declared
effective before the offering of the Shares may commence, when notification of
the effectiveness of such post-effective amendment has been released by the
Commission. Until such time as this Agreement shall have become effective, it
may be terminated by the Company, by notifying the Underwriters, or by the
Underwriters, by notifying the Company.

If any one or more of the Underwriters shall fail or refuse to
purchase Shares which it or they are obligated to purchase hereunder on the
Closing Date, and the aggregate number of Shares which such defaulting
Underwriter or Underwriters are obligated but fail or refuse to purchase is not
more than one-tenth of the aggregate number of Shares which the Underwriters
are obligated to purchase on the Closing Date, each non-defaulting Underwriter
shall be obligated, severally, in the proportion which the number of Firm
Shares set forth opposite its name in Schedule I hereto bears to the aggregate
number of Firm Shares set forth opposite the names of all non-defaulting
Underwriters or in such other proportion as the Underwriters may specify in
accordance with Section 20 of the Master Agreement Among Underwriters of Smith
Barney Inc., to purchase the Shares which such defaulting Underwriter or
Underwriters are obligated, but fail or refuse, to purchase. If any one or
more of the Underwriters shall fail or refuse to purchase Shares which it or
they are obligated to purchase on the Closing Date and the aggregate number of
Shares with respect to which such default occurs is more than one-tenth of the
aggregate number of Shares which the Underwriters are obligated to purchase on
the Closing Date and arrangements satisfactory to the Underwriters and the
Company for the purchase of such Shares by one or more non-defaulting
Underwriters or other party or parties approved by the Underwriters and the
Company are not made within 36 hours after such default, this Agreement will
terminate without liability on the part of any non-defaulting Underwriter or
the Company. In any such case which does not result in termination of this
Agreement, either the Underwriters or the Company shall have the right to
postpone the Closing Date, but in no event for longer than

-24-
<PAGE> 25
seven days, in order that the required changes, if any, in the Registration
Statement and the Prospectus or any other documents or arrangements may be
effected. Any action taken under this paragraph shall not relieve any
defaulting Underwriter from liability in respect of any such default of any such
Underwriter under this Agreement. The term "Underwriter" as used in this
Agreement includes, for all purposes of this Agreement, any party not listed in
Schedule I hereto who, with the approval of the Underwriters and the approval of
the Company, purchases Shares which a defaulting Underwriter is obligated, but
fails or refuses, to purchase.

Any notice under this Section 10 may be given by telegram, telecopy or
telephone but shall be subsequently confirmed by letter.

11. Termination of Agreement. This Agreement shall be subject to
termination in the absolute discretion of the Underwriters, without liability on
the part of any Underwriter to the Company by notice to the Company, if prior to
the Closing Date (i) trading in securities generally on the New York Stock
Exchange, the American Stock Exchange or the Nasdaq National Market shall have
been suspended or materially limited, (ii) a general moratorium on commercial
banking activities in New York or Florida shall have been declared by either
federal or state authorities, or (iii) there shall have occurred any outbreak or
escalation of hostilities or other international or domestic calamity, crisis or
change in political, financial or economic conditions, the effect of which on
the financial markets of the United States is such as to make it, in the
judgment of the Underwriters, impracticable or inadvisable (x) to commence or
continue the offering of the Shares at the offering price to the public set
forth on the cover page of the Prospectus or (y) to enforce contracts for the
sale of the units of the Trust. Notice of such termination may be given to
the Company by telegram, telecopy or telephone and shall be subsequently
confirmed by letter.

12. Information Furnished by the Underwriters. The statements set
forth in the last paragraph on the cover page, the stabilization legend on the
inside front cover, and the statements in the first and third paragraphs under
the caption "Underwriting" in any Prepricing Prospectus and in the Prospectus
Supplement, constitute the only information furnished by or on behalf of the
Underwriters as such information is referred to in Sections 6(b) and 7 hereof.

13. Miscellaneous. Except as otherwise provided in Sections 5, 10
and 11 hereof, notice given pursuant to any provision of this Agreement shall be
in writing and shall be delivered (i) if to the Company, at the office of the
Company at 400 East South Street, Suite 500, Orlando, Florida 32801, Attention:
James M. Seneff, Jr., Chairman and Chief Executive Officer; or (ii) if to any
Underwriter, care of Smith Barney Inc., 388 Greenwich Street, New York, New York
10013, Attention: Manager, Investment Banking Division.

This Agreement has been and is made solely for the benefit of the
several Underwriters, the Company, its directors and officers, and the other
controlling persons referred to in Section 7 hereof and their respective
successors and assigns, to the extent provided herein, and no other person shall
acquire or have any right under or by virtue of this Agreement. Neither the
term "successor" nor the term "successors and assigns" as used in this Agreement
shall include a purchaser from any Underwriter of any of the Shares in his
status as such purchaser.

-25-
<PAGE> 26
14. Applicable Law; Counterparts. This Agreement shall be governed
by and construed in accordance with the laws of the State of New York applicable
to contracts made and to be performed within the State of New York.

This Agreement may be signed in various counterparts which together
constitute one and the same instrument. If signed in counterparts, this
Agreement shall not become effective unless at least one counterpart hereof
shall have been executed and delivered on behalf of each party hereto.

-26-

<PAGE> 27
Please confirm that the foregoing correctly sets forth the agreement
between the Company and the several Underwriters.

Very truly yours,

COMMERCIAL NET LEASE REALTY, INC.

By /s/ JAMES M. SENEFF, JR.
------------------------
Chairman of the Board

SMITH BARNEY INC.

By /s/ MARK PATTERSON
-----------------------
Managing Director

-27-

<PAGE> 28
SCHEDULE I

COMMERCIAL NET LEASE REALTY, INC.

<TABLE>
<CAPTION>
Number of
Underwriter Firm Shares
- ----------- -----------
<S> <C>
Smith Barney Inc.............................................. 1,075,680

-----------
Total......................................................... 1,075,680

</TABLE>
<PAGE> 29
SCHEDULE II

ACQUISITION PROPERTIES
<TABLE>
<CAPTION>

Land/
Retailer Bldg City State Street Address
- -------------------------------------------------------------------------------------------------------

Part A
- ------

Properties acquired from July 1, 1997 through September 11, 1997:
<S> <C> <C> <C> <C>
Best Buy Land & Rockville MD 1200 Rockville Pike
Building

Best Buy Land & Fairfax VA 13058 Fair Lakes Parkway
Building

</TABLE>

Part B
- ------

Properties to be acquired from September 12, 1997 through September 16, 1997:

NONE.

<PAGE> 1
EXHIBIT 5

[LETTERHEAD OF SHAW, PITTMAN, POTTS & TROWBRIDGE]

September 11, 1997

Commercial Net Lease Realty, Inc.
400 East South Street
Suite 500
Orlando, Florida 32801

Ladies and Gentlemen:

We have acted as counsel to Commercial Net Lease Realty, Inc., a
Maryland corporation (the "Company"), in connection with the Registration
Statement on Form S-3, Registration No. 333-24773 (the "Registration
Statement"), filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended, and declared
effective by the Commission on April 22, 1997. Pursuant to the Registration
Statement, the Company proposes to issue and sell 1,075,680 shares of common
stock, par value $0.01 per share (the "Common Stock") to the public through
Smith Barney Inc. pursuant to the terms set forth in the prospectus supplement
dated September 11, 1997 (the "Prospectus Supplement") to the prospectus filed
as part of the Registration Statement.

Based upon our examination of the originals or copies of such
documents, corporate records, certificates of officers of the Company and other
instruments as we have deemed necessary and upon the laws as presently in
effect, we are of the opinion that the Common Stock has been duly authorized
for issuance by the Company, and that upon issuance and delivery in accordance
with the purchase agreement referred to in the Prospectus Supplement, the
Common Stock will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an exhibit to the
Prospectus Supplement. We also consent to the reference to Shaw, Pittman,
Potts & Trowbridge under the caption "Legal Matters" in the Prospectus
Supplement.

Very truly yours,

/s/ SHAW, PITTMAN, POTTS & TROWBRIDGE

SHAW, PITTMAN, POTTS & TROWBRIDGE

<PAGE> 1
EXHIBIT 8

[LETTERHEAD OF SHAW, PITTMAN, POTTS & TROWBRIDGE]

September 11, 1997

Commercial Net Lease Realty, Inc.
400 E. South Street
Suite 500
Orlando, Florida 32801

Smith Barney Inc.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

On April 8, 1997, Commercial Net Lease Realty, Inc. ("CNL Realty")
filed a registration statement on Form S-3, file number 333-24773 (the
"Registration Statement"), with the Securities and Exchange Commission, which
was declared effective on April 22, 1997. In connection with the filing of a
prospectus supplement on September 12, 1997, you have asked us to render an
opinion with respect to the qualification of Commercial Net Lease Realty, Inc.
("CNL Realty") as a real estate investment trust ("REIT") under sections 856
through 860 of the Internal Revenue Code. (Our references herein to "the Code"
are to the Internal Revenue Code of 1986, as amended, with respect to taxable
years ending on or after January 1, 1987, and to the Internal Revenue Code of
1954, as amended, with respect to taxable years ending on or before December
31, 1986.)(1)

We have served as special counsel for CNL Realty in connection with
the filing of the Prospectus and the Prospectus Supplement and from time to
time in the past have represented CNL Realty on specific matters as requested
by CNL Realty. Specifically for the purpose of this opinion, we have examined
and relied upon the following: copies of CNL Realty's Articles of Incorporation
and any amendments thereto; its Federal Forms 1120 for its taxable years 1984
through 1996 (in which tax returns we observe that CNL Realty has elected to be
treated as a real estate investment trust); the Registration Statement; the
Prospectus; the Prospectus Supplement; copies of executed leases covering real
property owned by CNL Realty; the Form 10-K filed on

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

(1) All section references herein are to the Code or to the regulations
issued thereunder.
<PAGE> 2

Commercial Net Lease Realty, Inc., et. al.
September 11, 1997
Page 2

March 20, 1997; and its Form S-11 Registration Statement as filed with the
Securities and Exchange Commission on August 15, 1984.

We have not served as general counsel to CNL Realty and have not been
involved in decisions regarding the day-to-day operation of CNL Realty and its
properties. We have, however, discussed the mode of operation of CNL Realty
with its officers with a view to learning information relevant to the opinions
expressed herein and have received and relied upon a certificate from CNL
Realty with respect to certain matters. A copy of the certificate is attached.

We have discussed with management of CNL Realty arrangements relating
to the management of its properties, the relationships of CNL Realty with
tenants of such properties, and certain terms of leases of such properties to
tenants, with a view to assuring that at the close of each quarter of the
taxable years covered by this opinion it met the asset composition requirements
set forth in section 856(c)(5), and with a view to assuring that, with respect
to years covered by this opinion, it satisfied the 95%, 75%, and 30% gross
income tests set forth in sections 856(c)(2), (3), and (4), respectively. We
have further reviewed with management of CNL Realty the requirements that the
beneficial ownership of a REIT be held by 100 or more persons for at least
335/365ths of each taxable year and that a REIT must satisfy the diversity of
ownership requirements of section 856(h) as such requirements existed in the
years covered by this opinion, and we have been advised by management that at
all times during the years covered by this opinion (and specifically on each
record date for the payment of dividends during 1984 through the date hereof)
CNL Realty has had more than 1,000 shareholders of record, that CNL Realty
maintains the records required by section 1.857-8 of the Treasury Regulations,
that no later than January 30 of each year it sent the demand required by
section 1.857-8(d) of the Treasury Regulations to each shareholder of record
owning one percent or more of the outstanding shares of CNL Realty on the
appropriate date required by said regulation, and that the actual ownership of
CNL Realty shares was such that, to the best knowledge of its management (based
upon responses to the aforesaid demands, any filing of a Schedule 13D under the
Securities Exchange Act of 1934, as amended, or any other sources of
information), CNL Realty satisfied the applicable requirements of section
856(h). Further, we have examined various property leases and lease
supplements relating to the properties that CNL Realty owns, and although
leases relating to certain properties that CNL Realty owns have not been made
available to us, CNL Realty has represented with respect to such leases that
they do conform in all material respects to a form of lease agreement provided
to us. On the basis of discussions with management of CNL Realty, we are not
aware that CNL Realty's election to be a REIT has been terminated or challenged
by the Internal Revenue Service or any other party, or that CNL Realty has
revoked its election to be a REIT for any such prior year so as to make CNL
Realty ineligible to qualify as a REIT for the years covered by this opinion.
<PAGE> 3

Commercial Net Lease Realty, Inc., et. al.
September 11, 1997
Page 3

In rendering the opinions set forth herein, we are assuming that
copies of documents examined by us are true copies of originals thereof and
that the information concerning CNL Realty set forth in CNL Realty's Federal
income tax returns, and in the Prospectus Supplement, as well as the
information provided us by CNL Realty's management are true and correct. We
have no reason to believe that such assumptions are not warranted.

Based upon the foregoing, we are of the opinion that: (a) CNL Realty
was a "real estate investment trust" as defined by section 856(a) for its
taxable years ended December 31, 1984 through December 31, 1996, and its
proposed method of operation will enable it to meet the requirements for
qualification and taxation as a REIT for its taxable year ending December 31,
1997 and for all future taxable years, and (b) CNL Realty's wholly owned
subsidiaries, Net Lease Realty I, Inc. and Net Lease Realty II, Inc., were each
"qualified REIT subsidiaries" as defined by section 856(i) for CNL Realty's
taxable year ending December 31, 1996, and their proposed ownership, as well as
the proposed ownership of two additional wholly owned subsidiaries, Net Lease
Realty III, Inc. and Net Lease Realty IV, Inc., will enable them to meet the
requirements for treatment as qualified REIT subsidiaries for CNL Realty's
taxable year ending December 31, 1997 and for all future taxable years.
However, with respect to the 1997 year and all future years, we note that CNL
Realty's status as a real estate investment trust at any time is dependent
among other things upon its meeting the requirements of section 856 throughout
the year and for the year as a whole.

This opinion is based upon the existing provisions of the Code (or
predecessor provisions, as applicable), rules and regulations (including
proposed regulations) promulgated thereunder, and reported administrative and
judicial interpretations thereof, all of which are subject to change, possibly
with retroactive effect. This opinion is limited to the specific matters
covered hereby and should not be interpreted to imply that the undersigned has
offered its opinion on any other matter.

We hereby confirm that the statements set forth in the Prospectus
Supplement under the heading "Federal Income Tax Considerations," to the extent
that they constitute matters of law or legal conclusions with respect thereto,
are correct in all material respects.

We hereby consent to the filing of this opinion as an exhibit to the
Prospectus Supplement. We also consent to the reference to Shaw, Pittman,
Potts & Trowbridge under the captions "Federal Income Tax Considerations" and
"Legal Matters" in the Prospectus Supplement. In giving such consent, we do
not consider that we are "experts," within the meaning of the term used in the
Act or the rules and regulations of the Securities and Exchange
<PAGE> 4

Commercial Net Lease Realty, Inc., et. al.
September 11, 1997
Page 4

Commission promulgated thereunder, with respect to any part of the Prospectus
Supplement, including this opinion as an exhibit or otherwise.

Very truly yours,

SHAW, PITTMAN, POTTS & TROWBRIDGE

By: /s/ CHARLES B. TEMKIN, P.C.
------------------------------
Charles B. Temkin, P.C.
<PAGE> 5
COMMERCIAL NET LEASE REALTY, INC.
400 E. South Street, Suite 500
Orlando, Florida 32801-2878

Certificate
September 11, 1997

Shaw, Pittman, Potts & Trowbridge
2300 N Street, N.W.
Washington, D.C. 20037-1128

Ladies and Gentlemen:

In connection with the opinion letter to be issued by you with respect
to the qualification of Commercial Net Lease Realty, Inc. (formerly CNL Realty
Investors, Inc.) ("CNL Realty")(1) as a real estate investment trust ("REIT")
under sections 856 through 860 of the Internal Revenue Code of 1954 and the
Internal Revenue Code of 1986, as applicable (the "Code"), and with respect to
the matters discussed under the heading "Federal Income Tax Considerations" in
the prospectus to a registration statement on Form S-3 dated April 22, 1997
(the "Prospectus") as supplemented by a prospectus supplement dated September
11, 1997 (the "Prospectus Supplement"), CNL Realty, intending that you shall
rely on the contents of this Certificate, represents to you as follows:

1. CNL Realty has been and will be operated in accordance with
the terms and provisions of the Articles of Incorporation of Commercial Net
Realty, Inc., as amended from time to time.

2. CNL Realty has been and will be operated in a manner
consistent with the statements and representations set forth in the Prospectus
and the Prospectus Supplement.

- --------------------------------------------------------------------------------
(1) Unless otherwise noted, all references to CNL Realty herein refer to
CNL Realty and its wholly owned subsidiaries Net Lease Realty I, Inc., Net
Lease Realty II, Inc., Net Lease Realty III, Inc. and Net Lease Realty IV, Inc.
<PAGE> 6
Shaw, Pittman, Potts & Trowbridge
September 11, 1997
Page 2

3. The beneficial ownership of CNL Realty has been held by 100 or
more persons for at least 335/365ths of (a) each of CNL Realty's taxable years
from 1984 through 1996 and (b) the current taxable year to date.

4. On each record date for the payment of dividends from 1984
through September 11, 1997, CNL Realty has had more than 1,000 shareholders of
record.

5. CNL Realty has adopted December 31 as its taxable year-end for
U.S. federal income tax purposes.

6. CNL Realty has maintained the records required by section
1.857-8(d) of the Treasury Regulations, and no later than January 30 of each
year from 1985 through 1997, it sent the demand required by section 1.857-8(d)
of the Treasury Regulations to each shareholder of record owning one percent or
more of the outstanding shares of CNL Realty, and CNL Realty intends to send
such demands by January 30 of its current taxable year.

7. To the best knowledge of CNL Realty's management (based upon
any responses to demands made pursuant to section 1.857-8(d) of the Treasury
Regulations, any filing of a Schedule 13D under the Securities Exchange Act of
1934, as amended, or any other sources of information), the actual ownership of
CNL Realty shares has satisfied the applicable requirements of section 856(h)
of the Code during the last half of each of CNL Realty's taxable years from
1984 through 1996 and throughout the current taxable year.

8. CNL Realty filed an election to be a real estate investment
trust with its tax return for its taxable year ending December 31, 1984, and
since that time, such election has not been terminated, challenged or revoked.

9. All leases, subleases and amendments thereto and other
agreements which were executed as of September 11, 1997, with respect to all of
the real property owned by CNL Realty and all of the real property which CNL
Realty intends to purchase in the near future have been provided to you for
your examination (with certain exceptions noted in paragraphs 10 and 11), and
such leases, subleases and amendments thereto and other agreements represent
all covenants, promises, agreements, warranties, representations and conditions
between CNL Realty and its tenants and subtenants.

10. The terms of the lease executed for the property in Brandon,
Florida that CNL Realty leases for operation as a Barnes and Noble store is the
same in all material respects as those included in the Lease Agreement between
Barnes and Noble Superstore, Inc. and Commercial Net Lease Realty, Inc., dated
July 28, 1994 (covering a property in Lakeland, Florida, leased for operation
as a Barnes and Noble store).
<PAGE> 7
Shaw, Pittman, Potts & Trowbridge
September 11, 1997
Page 3

11. The terms of the leases executed for the twenty-four
properties that CNL Realty leases for operation as Hi-Lo Automotive stores are
the same in all material respects as those included in the Lease Agreement
between Hi-Lo Auto Supply, L.P. and Commercial Net Lease Realty, Inc., dated
September 27, 1995 (covering a property in San Antonio, Texas, leased for
operation as a Hi-Lo Automotive store).

12. The terms of the leases to be executed for any other
properties that CNL Realty purchases in the future are or will be structured so
that amounts derived from such leases are rents from real property within the
meaning of section 856(d) of the Code.

13. For each taxable year from 1984 through 1996, at least 75
percent of the gross income derived by CNL Realty consisted of (i) amounts
derived from the rental of the real property held by CNL Realty (collectively
the "Properties") which qualified as rents from real property within the
meaning of section 856(d) of the Code; (ii) interest on obligations secured by
mortgages on real property or on interests in real property; (iii) any gain
realized upon the sale or other disposition of real property which is not
described in section 1221(1) of the Code; and (iv) amounts described in
sections 856(c)(3)(D) through 856(c)(3)(I) of the Code; and CNL Realty will
conduct its business so that at least 75 percent of its gross income will be
derived from such sources in its current and future taxable years.

14. For each taxable year from 1984 through 1996, at least 95
percent of the gross income derived by CNL Realty consisted of (i) the items of
income described in paragraph 13 above; (ii) gain from the sale or other
disposition of stock or securities which are not property described in section
1221(1) of the Code; and (iii) interest and dividends; and CNL Realty will
conduct its business so that at least 95 percent of its gross income will be
derived from such sources in its current and future taxable years.

15. For each taxable year from 1984 through 1996, less than 30
percent of the gross income of CNL Realty was derived from the sale or other
disposition of (i) stock or securities held for less than one year, (ii)
property in a transaction which is a prohibited transaction, as defined in
section 857(b)(6) of the Code, and (iii) real property (including interests in
real property and interests in mortgages on real property) held for less than
four years, other than property compulsorily or involuntarily converted within
the meaning of section 1033 of the Code and property which is "foreclosure
property" within the meaning of section 856(e) of the Code; and CNL Realty will
conduct its business so that less than 30 percent of its gross income will be
derived from the sale or disposition of such assets in its current and future
taxable years.

16. For each taxable year from 1984 through 1996, neither CNL
Realty, nor any person which was not an "independent contractor" within the
meaning of section 856(d)(3) of the Code from which CNL Realty did not derive
or receive any income, furnished or rendered services other than those
customarily furnished or rendered in connection with the rental of real
property only within the meaning of section 856(d)(1)(B) of the Code; and
neither CNL Realty,
<PAGE> 8
Shaw, Pittman, Potts & Trowbridge
September 11, 1997
Page 4

nor any person which is not an "independent contractor" within the meaning of
section 856(d)(3) of the Code from which CNL Realty does not derive or receive
any income, will furnish or render such services in CNL Realty's current and
future taxable years.

17. For each taxable year from 1984 through 1996, neither CNL
Realty, nor any person which was not an "independent contractor" within the
meaning of section 856(d)(3) of the Code from which CNL Realty did not derive
or receive any income, rendered any services that were primarily for the
convenience of any of the occupants of the Properties, within the meaning of
section 1.512(b)-1(c)(5) of the Treasury Regulations; and neither CNL Realty,
nor any person which is not an "independent contractor" within the meaning of
section 856(d)(3) of the Code from which CNL Realty does not derive or receive
any income, will render such services in CNL Realty's current and future
taxable years.

18. For each taxable year from 1984 through 1996, CNL Realty did
not receive or accrue rent attributable to personal property in situations
where the average adjusted bases of the personal property leased in connection
with each lease of real property by CNL Realty exceeded 15 percent of the
average adjusted bases of the real property and the personal property together,
within the meaning of section 856(d)(1) of the Code, and CNL Realty will not
receive or accrue such rent in its current and future taxable years.

19. For each taxable year from 1984 through 1996, CNL Realty did
not receive or accrue, directly or indirectly, rent or interest with respect to
real or personal property, where the determination of the amount of rent or
interest depended in whole or in part on the income or profits derived by any
person from the property; and CNL Realty will not receive or accrue such rent
in its current and future taxable years. This paragraph does not apply to (i)
interest or rents based on a fixed percentage or percentages of receipts or
sales within the meaning of sections 856(d)(2)(A) or 856(f)(1)(A) of the Code
or (ii) interest received from a debtor which derives substantially all of its
gross income, with respect to the real property securing the debt obligation
from which the interest is derived, from the leasing of substantially all of
its interests in such property to tenants, where the amounts received from the
debtor as interest are attributable to qualified rents (within the meaning of
section 856(d)(6)(B) of the Code) received by the debtor from such tenants,
within the meaning of section 856(f)(2) of the Code.

20. For each taxable year from 1984 through 1996, CNL Realty did
not receive or accrue, directly or indirectly, rents from any person in which
it owned (a) in the case of a corporation, 10 percent or more of the total
combined voting power of all classes of stock entitled to vote, or 10 percent
or more of the total number of shares of all classes of stock, or (b) in the
case of an entity other than a corporation, an interest of 10 percent or more
in the assets or net profits of such entity; and CNL Realty will not receive or
accrue rent from such persons in its current and future taxable years. For
purposes of this paragraph, ownership is determined by taking into account the
attribution rules of section 318 (as modified by section 856(d)(5)) of the
Code.
<PAGE> 9
Shaw, Pittman, Potts & Trowbridge
September 11, 1997
Page 5

21. At the close of each quarter of each taxable year from
September 30, 1984, through December 31, 1996, at least 75 percent of the value
of CNL Realty's total assets were represented by real estate assets (as defined
by section 856(c)(6)(B) of the Code), cash and cash items (including
receivables) and government securities; and CNL Realty will conduct its
business so that at least 75 percent of the value of its total assets are
represented by real estate assets (as defined by section 856(c)(6)(B) of the
Code), cash and cash items (including receivables), and government securities,
in its current and all future taxable years.

22. At the close of each quarter of each taxable year from
September 30, 1984, through December 31, 1996, not more than 25 percent of the
value of CNL Realty's total assets were represented by securities (other than
government securities or securities treated as real estate assets pursuant to
section 856(c)(6)(B) of the Code), and no such securities of any one issuer
exceeded 5 percent of the value of the total assets of CNL Realty; and CNL
Realty will conduct its business so that not more than 25 percent of the value
of its total assets are represented by securities (other than government
securities or securities treated as real estate assets pursuant to section
856(c)(6)(B) of the Code), and no such securities of any one issuer will exceed
five percent of the value of the total assets of CNL Realty, in its current and
all future taxable years.

23. At the close of each quarter of each taxable year from
September 30, 1984, through December 31, 1996, CNL Realty did not hold
securities (other than government securities or securities treated as real
estate assets pursuant to section 856(c)(6)(B) of the Code) that constituted
more than 10 percent of the outstanding voting securities of any one issuer,
and CNL Realty will conduct its business so that it does not hold such
securities, in its current and all future taxable years.

24. CNL Realty has made distributions to stockholders in each
taxable year from 1984 through 1996 of at least 95 percent of its "real estate
investment trust taxable income" (determined consistent with section
857(a)(1)(A)(i) of the Code) plus at least 95 percent of the excess of any "net
income from foreclosure property" over the tax imposed by the Code on such net
income, if any, as such terms are defined in sections 857(b)(2) and
857(b)(4)(B), respectively, of the Code, during the taxable year involved or
during the period thereafter as described in section 858 of the Code; and CNL
Realty intends to make such distributions in its current and all future taxable
years.

25. CNL Realty has at all times beneficially held all of its
assets for investment purposes and not as (i) stock in trade or other property
of a kind which would properly be includible in inventory if on hand at the
close of the taxable year or (ii) property held primarily for sale to customers
in the ordinary course of the trade or business of CNL Realty; and CNL Realty
intends to continue to hold its assets in the same manner in its current and
all future taxable years.
<PAGE> 10
Shaw, Pittman, Potts & Trowbridge
September 11, 1997
Page 6

26. CNL Realty has not made any distributions to its shareholders
with respect to any class or series of capital stock that was not pro rata with
respect to such class or series, with no preference to any share of stock as
compared with other shares of the same class or series, and has not made any
distributions that give a preference to one class or series of stock as
compared with another class or series except to the extent that the former is
entitled (without reference to waivers of their rights by shareholders) to such
preference, and CNL Realty intends not to make any such distributions in its
current and all future taxable years.

27. Representations herein as to the Properties will also be true
with respect to the properties acquired by CNL Realty after the date hereof.

28. CNL Realty has owned 100 percent of the stock of Net Lease
Realty I, Inc., Net Lease Realty II, Inc., Net Lease Realty III, Inc. and Net
Lease Realty IV, Inc. at all times during the period such corporations have
been in existence and will continue to do so in the future.

29. CNL Realty will use its best efforts to conduct its business
so that it will continue to be organized and operated in a manner that will
allow it to qualify as a REIT pursuant to sections 856 through 860 of the Code.

COMMERCIAL NET LEASE REALTY, INC.

By: /s/ Kevin B. Habicht
-----------------------------------------
Kevin B. Habicht, Executive Vice President

<PAGE> 1
EXHIBIT 10

FOURTH AMENDED AND RESTATED

REVOLVING LINE OF CREDIT AND SECURITY AGREEMENT

AMONG

COMMERCIAL NET LEASE REALTY, INC.,

NET LEASE REALTY I, INC.,

NET LEASE REALTY II, INC.,

NET LEASE REALTY III, INC.,

NET LEASE REALTY IV, INC.,

THE LENDERS LISTED ON THE SIGNATURE PAGES HEREOF,

and

FIRST UNION NATIONAL BANK OF FLORIDA,
as the Agent
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<S> <C>
SECTION 1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.1 Defined Terms. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
1.2 Other Definitional Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

SECTION 2. THE CREDIT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.1 The Revolving Credit Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
2.2 Advance Requests and Funding Mechanics. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
2.3 Letters of Credit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
2.4 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
2.5 Note. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
2.6 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
2.7 Repayment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
2.8 Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
2.9 Extension of Revolving Credit Maturity Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
2.10 Single Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
2.11 Payments and Computations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
2.12 Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
2.13 LIBOR Rate Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
2.14 Sharing of Payments, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
2.15 Conversion and Continuation of Advances; Failure to Select Interest Period. . . . . . . . . . . . . . . 25
2.16 Increased Costs, Illegality, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
2.17 Letters of Credit Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

SECTION 3. SECURITY DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
3.1 Security Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
3.2 Ownership and Encumbrance of Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
3.3 Additional Security Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
3.4 Release of Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

SECTION 4. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
4.1 Corporate Existence of Borrower; Compliance with Law . . . . . . . . . . . . . . . . . . . . . . . . . . 33
4.2 Authorization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
4.3 Enforceable Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
4.4 Financial Condition of the Borrowers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
4.5 No Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
4.6 Disclosure and No Untrue Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
4.7 Title to Assets; Leases in Good Standing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
4.8 Payment of Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
4.9 Agreement or Contract Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
4.10 Patents, Trademarks, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
4.11 Racketeer Influenced and Corrupt Organization(s) Act . . . . . . . . . . . . . . . . . . . . . . . . . . 36
</TABLE>

i
<PAGE> 3
<TABLE>
<S> <C>
4.12 Investment Company Act; Regulation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
4.13 Labor Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
4.14 ERISA Requirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
4.15 Compliance With Environmental Requirements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
4.16 Compliance with REIT Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
4.17 Principal Office/Corporate Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
4.18 Use of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

SECTION 5. CONDITIONS OF LENDING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
5.1 Request for Borrowing; Security Documents and Information. . . . . . . . . . . . . . . . . . . . . . . . 38
5.2 Continuing Accuracy of Representations and Warranties. . . . . . . . . . . . . . . . . . . . . . . . . . 39
5.3 No Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
5.4 Loan Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
5.5 Supporting Documents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
5.6 Opinion of the Borrowers' Counsel. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

SECTION 6. AFFIRMATIVE COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
6.1 Financial Reports and Other Data. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
6.2 Financial Covenants of the Borrowers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
6.3 Payment and Performance of the Borrowers Obligations. . . . . . . . . . . . . . . . . . . . . . . . . . 43
6.4 Depository Account. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
6.5 Conduct of Business; Maintenance of Existence. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
6.6 Right of Inspection; Discussions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
6.7 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
6.8 Payment of Taxes; Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
6.9 Maintenance of Property, Leases. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
6.10 ERISA Benefit Plans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
6.11 Insurance of Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
6.12 True Books. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
6.13 Observance of Laws. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
6.14 Further Assurances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
6.15 Change of Name, Principal Place of Business, Office, or the Agent. . . . . . . . . . . . . . . . . . . . 46
6.16 Status. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
6.17 Syndication of Credit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
6.18 Use of Proceeds from Mortgage Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

SECTION 7. NEGATIVE COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
7.1 Limitations on Mortgages, Liens, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
7.2 No Guaranties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
7.3 Merger, Sale of Assets, Dissolution, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
7.4 Limitations on Loans, Advances, and Investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
7.5 Regulation U. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
7.6 Insider Transactions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
</TABLE>

ii
<PAGE> 4
<TABLE>
<S> <C>
7.7 Changes in Governing Documents, Accounting Methods, Fiscal Year. . . . . . . . . . . . . . . . . . . . . . . 49
7.8 Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

SECTION 8. EVENTS OF DEFAULT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
8.1 Payment of Obligations to the Banks. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
8.2 Representation or Warranty. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
8.3 Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
8.4 Any Borrower's Liquidation; Dissolution; Bankruptcy; Etc. . . . . . . . . . . . . . . . . . . . . . . . . . 50
8.5 Order of Dissolution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
8.6 Reports and Certificates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
8.7 Judgments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
8.8 Liens Imposed by Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
8.9 Corporate Existence. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
8.10 Invalidity of Security Interest and Liens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

SECTION 9. THE AGENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
9.1 Appointment, Authorization, and Action. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
9.2 Delegation of Duties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
9.3 Exculpatory Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
9.4 Reliance by the Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
9.5 Agent and Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
9.6 Notice of Default. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
9.7 Non-Reliance on the Agent and Other Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
9.8 Enforcement by the Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
9.9 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
9.10 Failure to Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
9.11 Successor Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55

SECTION 10. INDEMNIFICATION BY BORROWERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

SECTION 11. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
11.1 Course of Dealing; Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
11.2 Payment of Expenses, Including Attorneys' Fees and Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . 57
11.3 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
11.4 Assignments and Participations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
11.5 Confidential Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
11.6 Liens; Set-Off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
11.7 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
11.8 Waiver of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
11.9 No Waiver; Cumulative Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
11.10 Venue and Jurisdiction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
11.11 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
11.12 Title and Headings; Table of Contents. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
11.13 Complete Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
</TABLE>

iii
<PAGE> 5
<TABLE>
<S> <C> <C>
11.14 Legal or Governmental Limitations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
11.15 Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
11.16 Additional Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
11.17 WAIVER OF JURY TRIAL BY BORROWERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
11.18 Effective Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
</TABLE>

iv
<PAGE> 6
FOURTH AMENDED AND RESTATED
REVOLVING LINE OF CREDIT AND SECURITY AGREEMENT

THIS FOURTH AMENDED AND RESTATED REVOLVING LINE OF CREDIT AND SECURITY
AGREEMENT is made and entered into as of this 6th day of August, 1997, by and
among COMMERCIAL NET LEASE REALTY, INC., a Maryland corporation ("CNLR"), NET
LEASE REALTY I, INC., a Maryland corporation ("Net I"), NET LEASE REALTY II,
INC., a Maryland corporation ("Net II"), NET LEASE REALTY III, INC., a Maryland
corporation ("Net III"), and NET LEASE REALTY IV, INC., a Maryland corporation
("Net IV") (CNLR, Net I, Net II, Net III and Net IV are hereinafter sometimes
individually referred to as a "Borrower" and collectively referred to as the
"Borrowers"), FIRST UNION NATIONAL BANK OF FLORIDA, a national banking
association, as the Agent (the "Agent") and the financial institutions which
are, or may from time to time become, listed on the signature pages hereof
(together with their successors and assigns, individually a "Bank" and
collectively the "Banks").

BACKGROUND

CNLR and First Union National Bank of Florida entered into a Revolving
Line of Credit and Security Agreement dated as of June 21, 1994 (the "Prior
Credit Agreement"), which provided for a revolving line of credit in the amount
of $30,000,000.00 in favor of CNLR (the "Prior Credit"), evidenced by a
promissory note in the principal amount of $30,000,000.00 (the "Prior Note"),
Collateral Assignments of Leases, Rents, and Profits and Security Agreements,
Agreements Not to Encumber or Transfer Property, and other related instruments
(the "Prior Security Documents").

Subsequently, CNLR, the Agent and certain Banks entered into a
Revolving Line of Credit and Security Agreement dated as of July 25, 1994 (the
"1994 Credit Agreement"), which provided for a revolving line of credit in the
amount of $100,000,000.00 in favor of CNLR pursuant to which First Union
National Bank of Florida assigned the Prior Credit (including but not limited
to the Prior Note and the Prior Security Documents) to the Banks and evidenced
by a Promissory Note in the principal amount of $100,000,000.00 (the "1994
Note"), Collateral Assignments of Leases, Rents and Profits and Security
Agreements, Agreements Not to Encumber or Transfer Property, and other related
instruments (the "Existing Security Documents"). The 1994 Credit Agreement
superseded and replaced the Prior Credit Agreement and provided for an
increased line of credit.

CNLR, the Agent and the Banks subsequently agreed to amend and restate
the 1994 Credit Agreement to reflect certain changes in the terms of the Credit
pursuant to the terms of an Amended and Restated Revolving Line of Credit and
Security Agreement dated as of April 13, 1995 (the "April, 1995 Agreement")
which superseded the 1994 Credit Agreement.

1
<PAGE> 7
Subsequently, CNLR requested certain additional amendments to the
April, 1995 Agreement to permit (i) CNLR to incur mortgage loans from Principal
Mutual Life Insurance Company, or an affiliate thereof, in the total amount of
not more than $52,600,000.00 with respect to certain properties currently
identified in the Existing Security Documents and (ii) to allow it to place
certain properties to be acquired in its wholly-owned subsidiaries, Net I and
Net II.

The Agent and the Banks agreed to CNLR's request so long as Net I and
Net II agreed to become co-borrowers under the Credit and pursuant to the other
terms and conditions of the Second Amended and Restated Line of Credit and
Security Agreement dated as of December 7, 1995 (the "December, 1995
Agreement") which superseded the April, 1995 Agreement and was evidenced by a
Renewal and Modification Promissory Note (the "Renewal Note") in the principal
amount of $100,000,000.00, which renewed and modified the Original Note, and
the Existing Security Documents. The Borrowers subsequently requested certain
waivers from the terms of the existing Agreement for certain transactions to be
entered into by the Borrowers which were approved by the Banks pursuant to a
Letter Agreement dated June 12, 1996 (the "Letter Agreement").

CNLR, Net I and Net II subsequently requested certain additional
amendments to the December, 1995 Agreement and the Renewal Note to (i) increase
the amount of the Credit to $150,000,000.00 and (ii) extend the Revolving
Credit Maturity Date to June 30, 1998, as well as certain other revisions.

The Agent and the Banks agreed to Borrowers' request pursuant to the
terms and conditions of the Third Amended and Restated Revolving Line of Credit
and Security Agreement dated as of September 3, 1996 (the "Existing
Agreement"), which superseded the December, 1995 Agreement, and was evidenced
by a Second Renewal and Modification Promissory Note (the "Second Renewal
Note") in the principal amount of $150,000,000.00, which renewed and modified
the Renewal Note, and the Existing Security Documents.

CNLR, Net I and Net II, together with Net III and Net IV, as new
co-borrowers, have now requested certain additional amendments to the Existing
Agreement and Second Renewal Note to (i) increase the amount of the Credit to
$200,000,000.00 and (ii) extend the Revolving Credit Maturity Date to July 30,
1999, as well as certain other revisions. The Borrowers have also requested
certain amendments to the Letter Agreement.

The Agent and the Banks have agreed to Borrowers' requests pursuant to
(i) the terms and conditions of this Fourth Amended and Restated Revolving Line
of Credit and Security Agreement which supersedes the Existing Agreement, and
which is evidenced by a Third Renewal and Modification Promissory Note in the
principal amount of $200,000,000.00 which renews and modifies the Second
Renewal Note, and the other Loan Documents and (ii) the terms and conditions of
an amendment and

2
<PAGE> 8
restatement of even date herewith of the Letter Agreement by and among the
Borrowers, the Agent and the Banks (the "Amended Letter Agreement").

NOW, THEREFORE, in consideration of the premises and the mutual
agreements, covenants, and conditions herein, the Existing Agreement is hereby
amended and restated and the Borrowers, the Agent, and the Banks agree as
follows:

SECTION 1. DEFINITIONS

1.1 DEFINED TERMS. Except as otherwise expressly provided in this
Agreement, the following capitalized terms shall have the respective meanings
ascribed to them for all purposes of this Agreement:

"1994 Credit Agreement" has the meaning specified in the Background
section hereof.

"1994 Note" has the meaning specified in the Background section
hereof.

"Advance" means a Revolving Credit Advance.

"Agent" means First Union National Bank of Florida, acting as agent
for the Banks hereunder, together with any successor agent appointed pursuant
to the provisions hereof.

"Agreement" means this Fourth Amended and Restated Revolving Line of
Credit and Security Agreement (which supersedes the Existing Agreement), as the
same may be amended, supplemented, restated, replaced, or otherwise modified
from time to time and the Amended Letter Agreement, the terms of which are
incorporated herein.

"Aggregate Revolving Credit Commitment" shall mean the sum of the
Revolving Credit Commitment of each of the Banks at any time.

"Amended Letter Agreement" has the meaning specified in the Background
section hereof.

"April, 1995 Agreement" has the meaning specified in the Background
section hereof.

"Banks" means First Union National Bank of Florida, SouthTrust Bank,
National Association, Creditanstalt Corporate Finance, Inc., Comerica Bank,
AmSouth Bank of Florida, Union Bank of Switzerland, and the other lending
institutions which are, or from time to time may become, signatories hereto,
and any other lending institution which becomes an assignee or successor of any
rights of a Bank pursuant to Subsection 11.4 hereof.

3
<PAGE> 9
"Borrower" means Commercial Net Lease Realty, Inc., a Maryland
corporation, and its successors, Net Lease Realty I, Inc., a Maryland
corporation, and its successors, Net Lease Realty II, Inc., a Maryland
corporation, and its successors, Net Lease Realty III, Inc., a Maryland
corporation, and its successors, or Net Lease Realty IV, Inc., a Maryland
corporation, and its successors.

"Borrowers" means Commercial Net Lease Realty, Inc., a Maryland
corporation, and its successors, Net Lease Realty I, Inc., a Maryland
corporation, and its successors, Net Lease Realty II, Inc., a Maryland
corporation, and its successors, Net Lease Realty III, Inc., a Maryland
corporation, and its successors, and Net Lease Realty IV, Inc., a Maryland
corporation, and its successors.

"Business Day" means (a) for all purposes other than as set forth in
clause (b) below, any day other than a Saturday, Sunday or legal holiday on
which banks in Charlotte, North Carolina are open for the conduct of their
commercial banking business, and (b) with respect to all notices and interest
on any LIBOR Rate Advance, any day that is a Business Day described in clause
(a) and that is also a day for trading by and between banks in U.S. dollar
deposits in the London interbank market.

"Closing Date" means the date this Agreement is executed by the
Borrowers, the Agent and the Banks.

"CNLR" means Commercial Net Lease Realty, Inc., a Maryland
corporation, and its successors.

"Collateral" means all leases, rents, income, profits, and accounts
receivable arising from any and every lease, rental, or occupancy agreement
entered into with respect to property owned by any Borrower as of September 3,
1996 except as otherwise provided in this Agreement.

"Consistent Basis" means, in reference to the application of Generally
Accepted Accounting Principles, that the accounting principles observed in the
current period are comparable in all material respects to those applied in the
preceding period.

"Continue," "Continuation," and "Continued" refer to a continuation of
Advances of the same Type from one Interest Period to the next Interest Period.

"Convert," "Conversion," and "Converted" refer to a conversion of
Advances of one Type into Advances of the other Type pursuant to Subsection
2.15 or 2.16 hereof.

"Credit" means the Revolving Credit Facility described in Section 2
below.

"December, 1995 Agreement" has the meaning specified in the Background
section hereof.

4
<PAGE> 10
"Default Rate" has the meaning specified in Subsection 2.6(a)(iii)
hereof.

"EBITDA" shall mean the Borrowers' consolidated net income for any
accounting period plus (i) the amount of the provision for federal, state and
local income taxes for such period, plus (ii) the amount of interest expense
during such period for indebtedness for borrowed money, plus (iii) the amount
of the provision for depreciation and amortization for such period determined
on a consolidated basis in accordance with Generally Accepted Accounting
Principles and, in the case of amounts described in clauses (i), (ii) and
(iii), only to the extent deducted in determining net income for such period.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
the same may be supplemented or amended from time to time.

"Event of Default" means any of the events specified in Section 8
hereof.

"Existing Agreement" has the meaning specified in the Background
section hereof.

"Existing Security Documents" has the meaning specified in the
Background section hereof.

"Federal Funds Rate" means, for any period, a fluctuating interest
rate per annum equal for each day during such period to the weighted average of
the rates per annum, rounded upward to the nearest one-hundredth of one percent
(1/100%), 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 Board of Governors of the Federal Reserve System in Publication H.15 (519),
or, if such rate is not published for any day which is a Business Day, the
average of the quotations for such day for such transactions received by the
Agent from three (3) federal funds brokers of recognized standing selected by
the Agent.

"Generally Accepted Accounting Principles" means those principles of
accounting set forth in Opinions of the Financial Accounting Standards Board of
the American Institute of Certified Public Accountants or which have other
substantial authoritative support and are applicable in the circumstances as of
the date of any report required herein or as of the date of an application of
such principles as required herein.

"Governmental Acts" shall have the meaning specified in Section
2.17(b) hereof.

"Governmental Authority" shall mean, as to any Person, any government
(or any political subdivision or jurisdiction thereof), court, bureau, agency
or other

5
<PAGE> 11
governmental authority having jurisdiction over such Person or any of its
business, operations or properties.

"Interest" means with respect to any period the net interest expense
of the Borrowers for such period, as determined in accordance with Generally
Accepted Accounting Principles applied on a Consistent Basis.

"Interest Period" means, for each LIBOR Rate Advance comprising part
of the same borrowing, the period commencing on the date such Advance is made,
Converted from an Advance of another Type, or Continued as an Advance of the
same Type, and ending on the numerically corresponding day one, two, three or
six months thereafter as the Borrowers may select, as provided in Subsections
2.2 or 2.15 hereof; provided however that:

(a) Interest Periods commencing on the same date for LIBOR Rate
Advances shall be of the same duration;

(b) If an Interest Period would otherwise expire on a day that is
not a Business Day, such Interest Period shall expire on the next succeeding
Business Day; provided that if any Interest Period would otherwise expire on a
day that is not a Business Day but is a day of the month after which no further
Business Day occurs in such month, such Interest Period shall expire on the
next preceding Business Day;

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

(d) No Interest Period shall extend beyond the Revolving Credit
Maturity Date.

"Investment Grade Rating" shall mean a rating of BBB- or better or the
equivalent thereof from two of the following four debt rating agencies:
Standard & Poor's, Moody's Investors Service, Duff & Phelps Credit Rating
Company or Fitch Investors Service; provided, however, that at least one such
rating shall be from either Standard & Poor's or Moody's Investor Service.

"Issuing Bank" means First Union National Bank of Florida, in its
capacity as a Bank hereunder, for so long as it remains the Agent hereunder.
Upon the appointment of a successor Agent, the "Issuing Bank" shall be the
successor Agent, in its capacity as a Bank hereunder, for the purposes of all
new Letters of Credit issued hereunder.

"Late Fee" has the meaning specified in Subsection 2.7(c) hereof.

"Letter Agreement" has the meaning specified in the Background section
hereof.

6
<PAGE> 12
"Letters of Credit" has the meaning specified in Subsection 2.3
hereof.

"Letter of Credit Contingent Obligation" and "Letters of Credit
Contingent Obligations" mean the amount available for drawings and remaining
undrawn under the Letter of Credit or Letters of Credit, respectively.

"LIBOR Rate Advance" means an Advance that bears interest at a rate
determined by reference to the Reserve Adjusted LIBOR Rate, as provided in
Subsection 2.6(a)(ii) hereof.

"LIBOR Reserve Requirement" means, for any day, the rate at which
reserves (including, without limitation, any marginal, supplemental, or
emergency reserves) are required to be maintained by member banks of the
Federal Reserve System on such day against Eurocurrency liabilities, expressed
as a decimal.

"Loan Documents" means the following documents:

(a) This Fourth Amended and Restated Revolving Line of
Credit and Security Agreement;

(b) The Third Renewal and Modification Promissory Note
made by the Borrowers in favor of the Agent for the benefit of the
Banks in the amount of $200,000,000.00;

(c) Assignments of Leases, Rents and Profits made by any
Borrower to the Agent for the benefit of the Banks with respect to
property owned by any Borrower as of September 3, 1996 or any
leasehold interest in property held by any Borrower as of
September 3, 1996, except as otherwise provided for in this
Agreement;

(d) Agreements Not To Encumber or Transfer Property made
by any Borrower to the Agent for the benefit of the Banks with
respect to property owned by any Borrower as of September 3, 1996
or any leasehold interest in property held by any Borrower as of
September 3, 1996, except as otherwise provided for in this
Agreement;

(e) Agreements between the Agent on behalf of the Banks,
a Borrower and the landlord with respect to any leasehold interest
held by any Borrower as of September 3, 1996, except as otherwise
provided for in this Agreement;

(f) Anti-Coercion Statements with respect to property
owned by any Borrower as of September 3, 1996;

7
<PAGE> 13
(g) UCC-1 Financing Statements covering all leases,
rents, income, profits, and accounts receivable arising from any
and every lease, rental, or occupancy agreement entered into with
respect to property owned by any Borrower as of September 3, 1996,
except as otherwise provided for in this Agreement, and such other
documents as will ensure the Agent, as Agent for the benefit of
the Banks, a first perfected security interest in and to such
personal property; and

(h) all other documents executed and delivered by any
Borrower in connection with the Credit closing, and thereafter
from time to time as contemplated by this Agreement, including any
modifications, amendments, or restatements of the foregoing.

"Mortgage" shall mean a mortgage, deed of trust, deed to secure debt,
or a similar real property lien instrument including, without limitation, an
assignment of rents and leases other than any assignments of rents and leases
in favor of Banks pursuant to the Credit.

"Net I" means Net Lease Realty I, Inc., a Maryland corporation, and
its successors.

"Net II" means Net Lease Realty II, Inc., a Maryland corporation, and
its successors.

"Net III" means Net Lease Realty III, Inc., a Maryland corporation,
and its successors.

"Net IV" means Net Lease Realty IV, Inc., a Maryland corporation, and
its successors.

"Note" has the meaning specified in Subsection 2.5 hereof.

"Notice of Borrowing" means a Notice of Borrowing in the form attached
hereto as Exhibit "B" or Exhibit "C", as the case may be.

"Person" means any natural person, corporation, unincorporated
organization, trust, joint venture, association, company, partnership, or
government, or any agency or political subdivision of any government.

"Prime Rate" means, for the purposes hereof, the rate of interest
announced by the Agent from time to time as its Prime Rate. The Agents' Prime
Rate is a reference rate used by the Agent in determining interest rates on
certain loans. The Agent loans at rates both above and below the Agent's Prime
Rate, and the Borrowers acknowledge that the Agent's Prime Rate is not
represented or intended to be the lowest or most favorable rate of interest
offered by the Agent.

8
<PAGE> 14
"Prime Rate Advance" means an Advance that bears interest at a rate
determined with reference to the Prime Rate, as provided in Subsection
2.6(a)(i) hereof.

"Prior Credit" has the meaning specified in the Background section
hereof.

"Prior Credit Agreement" has the meaning specified in the Background
section hereof.

"Prior Note" has the meaning specified in the Background section
hereof.

"Prior Security Documents" has the meaning specified in the Background
section hereof.

"Pro Rata Portion" means, with respect to any Bank, the quotient
obtained by dividing the Revolving Credit Commitment of the Bank by the
aggregate Revolving Credit Commitments of all the Banks.

"Qualified REIT Subsidiary Status" means Net I's, Net II's, Net III's
and Net IV's status as a qualified REIT subsidiary as defined in Section 856(i)
of the Internal Revenue Code, as amended.

"REIT Status" means CNLR's status as a real estate investment trust as
defined in Section 856(a) of the Internal Revenue Code, as amended.

"Related Entities" means any "affiliated person" as defined under the
provisions of the United States Internal Revenue Code.

"Renewal Note" has the meaning specified in the Background section
hereof.

"Required Banks" means at any time the Banks owning or holding in the
aggregate at least 66 2/3% of the aggregate unpaid principal amount of the
Advances or, in the event that no Advances are outstanding, the Banks having at
least 66 2/3% of the aggregate Revolving Credit Commitments.

"Reserve Adjusted LIBOR Rate" means, for any Interest Period, an
interest rate per annum obtained by dividing (i) the rate quoted on the
Telerate page 3750 as of 11:00 a.m. London time, on the day that is two London
banking days prior to the first day of the Interest Period, in an amount
substantially equal to the LIBOR Rate Advance and with a term substantially
equal to such Interest Period, by (ii) an amount equal to 1 minus the LIBOR
Reserve Requirement for such Interest Period, the result of which shall be
rounded up to the nearest 1/100 of one percent (.01%). In the event the rate
quoted by Telerate is discontinued or the rate otherwise cannot be identified,
the Agent shall determine the LIBOR Rate on the basis of quotes by major banks
in the London interbank Eurodollar market for dollar deposits in an amount
substantially equal

9
<PAGE> 15
to the LIBOR Rate Advance for a term substantially equal to the Interest Period
selected.

"Revolving Credit Advance" has the meaning specified in Subsection
2.1(a) hereof.

"Revolving Credit Commitment" means $60,000,000.00 in the case of
First Union National Bank of Florida, $20,000,000.00 in the case of SouthTrust
Bank, National Association, $35,000,000.00 in the case of Creditanstalt
Corporate Finance, Inc., $20,000,000.00 in the case of Comerica Bank,
$35,000,000.00 in the case of AmSouth Bank of Florida, $30,000,000.00 in the
case of Union Bank of Switzerland, and in the case of any other Bank, that
amount set forth next to the name of the Bank on the signature pages hereto or,
if there has been a full or partial assignment of a Revolving Credit Commitment
pursuant to the provisions of Subsection 11.4 hereof, as may be reflected on
the records of the Agent with respect to such assignment.

"Revolving Credit Facility" means the commitments of the Banks to make
Revolving Credit Advances to and issue Letters of Credit in favor of the
Borrowers pursuant to Subsection 2.1 hereof.

"Revolving Credit Maturity Date" shall mean July 30, 1999 (as such
date may be extended pursuant to the provisions hereof) or if such date is not
a Business Day, the next succeeding Business Day, or such earlier date on which
the Credit shall be due and payable pursuant to the terms hereof.

"Second Renewal Note" has the meaning specified in the Background
section hereof.

"Security Documents" has the meaning specified in Subsection 3.3
hereof.

"Secured Debt" means any debt which is secured by a Mortgage.

"Tangible Net Worth" means an amount equal to the total assets of the
Borrowers minus the Total Intangible Assets of the Borrowers, minus the total
liabilities of the Borrowers, calculated in accordance with Generally Accepted
Accounting Principles applied on a Consistent Basis.

"Total Assets" means the total assets of the Borrowers computed in
accordance with Generally Accepted Accounting Principles applied on a
consistent basis.

"Total Intangible Assets" of the Borrowers shall be determined in
accordance with Generally Accepted Accounting Principles applied on a
Consistent Basis, but in any event shall be deemed to include the excess of
costs over the assets of acquired businesses, formulae, trademarks, patents,
patent rights, and deferred expenses

10
<PAGE> 16
(including, but not limited to, unamortized debt discount and expense,
organization expense, experimental and developmental expenses, but excluding
prepaid expenses).

"Total Liabilities" means the total liabilities of the Borrower
(including, without limitation, all obligations or indebtedness of any other
Person which the Borrower has assumed, guaranteed, or endorsed or in connection
with which the Borrower has otherwise become directly or contingently liable
and the amount of any outstanding Letters of Credit) computed in accordance
with Generally Accepted Accounting Principles applied on a Consistent Basis.

"Type" refers to the distinction among Advances bearing interest based
on the Prime Rate and the Reserve Adjusted LIBOR Rate.

"Unencumbered Assets" means all assets of Borrowers which are not
encumbered by one or more Mortgages.

"Unencumbered Debt" means all debt of Borrowers which is not secured
by Mortgages on one or more properties of any Borrower.

1.2 OTHER DEFINITIONAL PROVISIONS.

(a) The terms "material" and "materially" shall have the meanings
ascribed to such terms under Generally Accepted Accounting Principles
as such would be applied to the business of the Borrowers, except as
the context shall clearly otherwise require;

(b) all of the terms defined in this Agreement shall have such
defined meanings when used in other documents issued under, or
delivered pursuant to, this Agreement unless the context shall
otherwise require;

(c) all terms defined in this Agreement in the singular shall
have comparable meanings when used in the plural, and vice versa;

(d) accounting terms to the extent not otherwise defined shall
have the respective meanings given them under, and shall be construed
in accordance with, Generally Accepted Accounting Principles;

(e) terms defined in, or by reference to, Article 9 of the
Uniform Commercial Code as adopted in Florida to the extent not
otherwise defined herein shall have the respective meanings given to
them in Article 9 with the exception of the word "document" unless the
context clearly requires such meaning;

11
<PAGE> 17
(f) the words "hereby," "hereto," "hereof," "herein,"
"hereunder," and words of similar import when used in this Agreement
shall refer to this Agreement as a whole and not to any particular
provision of this Agreement;

(g) the masculine and neuter genders are used herein and whenever
used shall include the masculine, feminine, and neuter as well; and

(h) wherever in this Agreement any of the parties hereto is
referred to, such reference shall be deemed to include the successors
and assigns of such parties unless the context shall expressly provide
otherwise.

SECTION 2. THE CREDIT

2.1 THE REVOLVING CREDIT FACILITY.

(a) Each Bank severally agrees, on the terms and conditions set
forth herein, that prior to the Revolving Credit Maturity Date and so long as
there exists no Event of Default or circumstance which with the giving of
notice or passage of time would become an Event of Default, it will make
advances to the Borrowers (all such advances and the Bank's Pro Rata Portion of
any unreimbursed amounts paid under Letters of Credit referred to herein as
"Revolving Credit Advances" and "Advances") in an aggregate amount which, when
aggregated with Advances comprised of the Bank's Pro Rata Portion of
unreimbursed amounts paid under Letters of Credit and with the Bank's Pro Rata
Portion of Letter of Credit Contingent Obligations, does not exceed at any time
such Bank's Revolving Credit Commitment, subject to the terms and conditions of
this Agreement. During the aforesaid period, the Borrowers may borrow, repay,
and reborrow, and request the issuance of Letters of Credit in accordance with
the terms hereof. The Borrowers acknowledge that the amount outstanding at any
time pursuant to the Credit is as reflected in the books and records of the
Agent and shall be conclusive and binding absent manifest error. Agent will,
upon request, furnish the Borrowers with a statement of the amount outstanding
pursuant to the Credit as reflected in the books and records of the Agent at
the time of any such request.

(b) If at any time the principal amounts outstanding under any
Bank's Revolving Credit Advances (including Advances in respect of unreimbursed
amounts paid under Letters of Credit), together with the aggregate amount of
the Bank's Pro Rata Portion of the Letter of Credit Contingent Obligations,
exceed such Bank's Revolving Credit Commitment, the Borrowers shall prepay the
Bank's Revolving Credit Advances so as to cause the aggregate outstanding
amounts thereunder to be equal to or less than such Bank's Revolving Credit
Commitment.

(c) Subject to the further terms and limitations of this
Agreement, the Borrowers may designate Advances requested under the Revolving
Credit Facility and

12
<PAGE> 18
Advances made pursuant to draws under Letters of Credit issued under the
Revolving Credit Facility to be LIBOR Rate Advances or Prime Rate Advances, and
the Borrowers may Convert Advances of one Type into Advances of another Type
(as provided in Subsection 2.15 hereof), or Continue Advances of one Type as
Advances of the same Type (as provided in Subsection 2.15 hereof). All
Advances shall be made, Converted, or Continued by the Banks simultaneously and
proportionately to their Pro Rata Portion of the aggregate Commitments.

(d) On the Closing Date, the aggregate outstanding principal
amount under the Existing Agreement shall be automatically converted to an
equivalent principal amount of Revolving Credit Advances hereunder (which shall
be Prime Rate Advances unless otherwise specified by the Borrowers in
accordance with the procedures contained in Subsection 2.15 hereof), allocated
to the then existing Banks pro rata in accordance with their Pro Rata Portions,
and shall be deemed to be Revolving Credit Advances and Advances and included
in the Banks' Revolving Credit Commitments for all purposes hereof.

2.2 ADVANCE REQUESTS AND FUNDING MECHANICS.

(a) The Revolving Credit Advances (other than Advances made by
honoring a draft drawn under a Letter of Credit) shall be made upon irrevocable
notice from the Borrowers to the Agent (effective upon receipt) no later than
10:00 a.m. (Eastern Time) three (3) Business Days prior to the date of any
proposed LIBOR Rate Advances and no later than 10:00 a.m. (Eastern Time) one
(1) Business Day prior to the date of any proposed Prime Rate Advances. Each
such notice shall be in writing, or shall be by telephone or telecopier,
confirmed immediately in writing, specifying the proposed (i) date of
borrowing, (ii) aggregate amount of borrowing, (iii) Type of Advances, (iv) in
the case of LIBOR Rate Advances, the initial Interest Period for such Advances,
and (v) manner of receipt of the funds, and shall be evidenced by an executed
Notice of Borrowing. Each request for such Advances shall be in the aggregate
minimum amount of $100,000.00 or an integral multiple thereof, except that with
respect to LIBOR Rate Advances, each request shall be in the aggregate minimum
amount of $1,000,000.00 and in integral multiples of $100,000.00.

(b) Notwithstanding the foregoing, the Borrowers may not select
any LIBOR Rate Advances if (i) the obligation of any of the Banks to make LIBOR
Rate Advances is suspended pursuant to Subsections 2.15(b)(iii) or 2.16(c) or
(d) hereof, or (ii) after giving effect to the Advances, the aggregate number
of different Interest Periods for outstanding LIBOR Rate Advances from the
Banks is greater than ten (10) (for purposes of this clause, Interest Periods
of the same duration, but commencing on different dates, shall be treated as
different Interest Periods).

(c) Neither the Agent nor any Bank shall incur any liability to
the Borrowers in acting upon any telephonic notice referred to herein that the
Agent believes in good faith to have been given by a duly authorized officer or
other person

13
<PAGE> 19
authorized to borrow on behalf of the Borrowers or for otherwise acting in good
faith under this Subsection, and, upon funding of Advances by the Bank in
accordance with this Agreement pursuant to any telephonic notice, the Borrowers
shall be deemed to have received Advances hereunder.

(d) Each notice of a proposed borrowing shall be irrevocable and
binding on the Borrowers. In the case of LIBOR Rate Advances, the Borrowers
shall indemnify each Bank against any loss, costs, or expense incurred by such
Bank as a result of any failure of the Borrowers to fulfill on or before the
date specified for such Advance all conditions for such borrowing set forth in
Section 5 hereof, or as a result of any purported revocation of such Advance
request or any other reason for nonfunding of such Advance, including, without
limitation, any loss (including loss of anticipated profits), cost, or expense
incurred by reason of the liquidation or reemployment of deposits or other
funds acquired by the Bank to fund the Advance, when such Advance is not made
on such date, as more fully described in Subsection 2.13 hereof.

(e) The Agent shall give each Bank notice of each request for
Advances in writing or by telephone or telecopier promptly after receipt of
such request, provided that if the request was not received prior to 10:00 a.m.
(Eastern Time), the Agent shall give such notice no later than 9:00 a.m.
(Eastern Time) on the following Business Day. Not later than 2:00 p.m.
(Eastern Time) on the date specified in such notice, each Bank shall make
available to the Agent, at its Lending Office specified on the signature pages
hereof, in immediately available funds, the Bank's Pro Rata Portion of such
borrowing. After the Agent's receipt of such funds, the Agent will make such
funds available to the Borrowers at the Agent's office referred to above no
later than 2:00 p.m. (Eastern Time) on the date specified in the notice.

(f) Unless the Agent shall have received notice from a Bank prior
to the date of any proposed borrowing that such Bank will not make available to
the Agent such Bank's Pro Rata Portion of the borrowing, the Agent may assume
that the Bank has made such portion available to the Agent on the date of such
borrowing in accordance with the provisions hereof. The Agent may, in reliance
upon such assumption (but shall not be required to), make available to the
Borrowers a corresponding amount. If and to the extent that the Bank shall not
have so made such Pro Rata Portion available to the Agent, the Bank and the
Borrowers severally agree to repay to the Agent forthwith upon demand, to the
extent not collected from the other, such corresponding amount together with
interest thereon, for each day from the date such amount is made available to
the Borrowers until the date such amount is repaid to the Agent at (i) in the
case of the Borrowers, the interest rate applicable at the time to the Advances
comprising the borrowing, and (ii) in the case of the Bank, the Federal Funds
Rate; provided, however, that the Borrowers shall not be required to so repay
such amount if and to the extent that the Agent, in its capacity as a Bank, has
availability therefor under its Revolving Credit Commitment. In such
circumstances, the Agent, in its capacity as a Bank, may, but shall not be
required to,

14
<PAGE> 20
make an Advance under its Revolving Credit Commitment in respect of such
amount. If the delinquent Bank shall repay to the Agent (in its capacity as
Agent or Bank, as appropriate) such amount (with interest), the amount so
repaid shall constitute the Bank's Advance as part of such borrowing for
purposes of this Agreement. If the Borrowers shall repay to the Agent such
corresponding amount, or if the Agent, in its capacity as a Bank, makes an
Advance therefor, such payment or Advance shall not relieve the delinquent Bank
of its obligations hereunder.

(g) The failure of any Bank to make an Advance to be made by it
as part of any borrowing, when required to do so by the provisions hereof,
shall not relieve any other Bank of its obligation hereunder to make its
Advance on the date of such borrowing, but no Bank shall be responsible for the
failure of any other Bank to make the Advance to be made by such other Bank.
Nothing herein shall prejudice any rights or remedies that the Borrowers may
have against any Bank as a result of any failure by such Bank to make an
Advance hereunder if such failure is in breach of its obligations hereunder.

2.3 LETTERS OF CREDIT.

(a) Subject to the terms and conditions hereof, including but not
limited to the limitations set forth in Subsection 2.1(a) and 2.4 hereof, the
Revolving Credit Commitments may be utilized, upon the request of the
Borrowers, for the issuance of standby letters of credit by the Issuing Bank
("Letters of Credit"). Each Letter of Credit issued hereunder shall be in such
form, contain such terms, and support such transactions as shall be
satisfactory to the Issuing Bank in its sole discretion. No Letter of Credit
shall have a term extending beyond the earlier of (i) one year after the date
of issuance or (ii) the Revolving Credit Maturity Date.

(b) Each Letter of Credit shall be requested by the Borrowers by
irrevocable notice (effective upon receipt) from the Borrowers to the Issuing
Bank and the Agent (which shall promptly give notice thereof to the Banks) no
later than 10:00 a.m. (Eastern Time) three (3) Business Days prior to the date
of the proposed issuance of the Letter of Credit. Each such notice from the
Borrowers shall be in writing, or shall be by telephone or telecopier,
confirmed immediately in writing, specifying the proposed (i) date of issuance
of the Letter of Credit, (ii) maximum amount of such Letter of Credit, (iii)
expiration date of the Letter of Credit, (iv) name and address of the
beneficiary of such Letter of Credit, (v) form of such Letter of Credit, and
(vi) description of transaction supported by the Letter of Credit, and shall be
evidenced by an executed Notice of Borrowing. The request shall be accompanied
by such other applications, agreements, information, and documents as the Agent
or the Issuing Bank shall require, and the payment of the fees and commissions
described in Subsection 2.8 hereof.

(c) If the form of the Letter of Credit and transaction
supported by the Letter of Credit is satisfactory to the Issuing Bank in its
sole discretion, and subject to the other terms and conditions of this
Agreement, the Issuing Bank will make such

15
<PAGE> 21
Letter of Credit available to the Borrower designated in the Notice of
Borrowing at the Issuing Bank's Lending Office described in the signature pages
hereof or as otherwise agreed with the Borrowers in connection with such
issuance.

(d) Upon the issuance of any Letter of Credit by the Issuing
Bank, the Issuing Bank shall be deemed, irrevocably and without further action
by any party hereto, to have sold to each Bank, and each Bank shall be deemed,
irrevocably and without further action by any party hereto, to have purchased
from the Issuing Bank, an undivided interest and participation in, to the
extent of such Bank's Pro Rata Portion, the Letter of Credit and the related
Letter of Credit Contingent Obligation. The Issuing Bank shall notify the
Agent of the issuance of any Letter of Credit, and the Agent shall promptly
notify each Bank of such Bank's Pro Rata Portion of the amount of the Letter of
Credit and the related Letter of Credit Contingent Obligation. Each Bank's Pro
Rata Portion of the Letter of Credit Contingent Obligation shall be deemed to
utilize the Bank's Revolving Credit Commitment and reduce the availability
thereunder, until such time as the Letter of Credit Contingent Obligation
terminates by virtue of expiration of or payment under the Letter of Credit.

(e) The payment by the Issuing Bank of a draft drawn under a
Letter of Credit shall constitute for all purposes hereunder the making by the
Issuing Bank of a Revolving Credit Advance (which shall be a Prime Rate Advance
unless otherwise specified by the Borrowers in accordance with the procedures
contained in Subsection 2.15 hereof), in the amount of such payment (but
without any requirement for compliance with the requirements for the making of
a Revolving Credit Advance contained in Subsections 2.1 and 2.2 and Section 5
hereof).

(f) The Issuing Bank shall give the Agent prompt notice of any
presentation of a draw under a Letter of Credit in writing or by telephone or
telecopier, and the Agent shall give prompt notice thereof to the Banks. Each
Bank shall, on the date of receipt of such notice, either (i) make a Revolving
Credit Advance (which shall be a Prime Rate Advance unless otherwise specified
by the Borrowers in accordance with the procedures contained in Subsection 2.15
hereof) in an amount equal to its Pro Rata Portion of the payment under the
Letter of Credit, subject to the requirements for the making of a Revolving
Credit Advance contained in Subsection 2.1 and 2.2 and Section 5 hereof), and
shall simultaneously make available to the Issuing Bank at its Lending Office
specified in the signature pages hereof, in immediately available funds, the
proceeds of such Revolving Credit Advance, or (ii) if for any reason Borrowers
is not entitled on such day to receive a Revolving Credit Advance each Bank
shall pay to the Issuing Bank such Bank's Pro Rata Portion of such draw,
whereupon such Bank shall acquire a participation, to the extent of such Pro
Rata Portion, in the claim of the Issuing Bank against Borrowers in respect of
such draw.

(g) If and to the extent that any Bank shall not have so made the
proceeds of such a Revolving Credit Advance available to the Issuing Bank, the
Bank and the Borrowers severally agree to repay to the Issuing Bank forthwith
upon demand, to the extent not collected from the other, such corresponding
amount

16
<PAGE> 22
together with interest thereon, for each day from the date of receipt of notice
of the draw until the date the Bank's Pro Rata Portion thereof is paid to the
Issuing Bank at (i) in the case of the Borrowers, the interest rate applicable
at the time to the Advances, and (ii) in the case of the Bank, the Federal
Funds Rate, provided, however, that the Borrowers shall not be required to so
repay such amount if and to the extent that the Agent, in its capacity as a
Bank, has availability therefor under its Revolving Credit Commitment. In such
circumstances, the Agent, in its capacity as a Bank, may, but shall not be
required to, make an Advance under its Revolving Credit Commitment in respect
of such amount. If the Borrowers shall repay to the Agent such corresponding
amount, or if the Agent, in its capacity as a Bank, makes an Advance therefor,
such payment or Advance shall not relieve the delinquent Bank of its
obligations hereunder.

2.4 USE OF PROCEEDS. The Revolving Credit Facility and the proceeds
thereof shall be used by the Borrowers to finance the purchase of primarily
commercial restaurant and retail properties, either existing or to be built,
which construction must be completed within twelve (12) months after
acquisition of the fee simple estate, and which in any event, are subject to
long term lease agreements and in an aggregate amount not to exceed
Seventy-Five Million Dollars ($75,000,000.00) at any time for construction and
development of such properties subject to the requirements of Subsection 3.3(a)
of this Agreement; provided, however, that Borrowers may also acquire income
producing unsubordinated ground leases which are intended to support income
producing commercial restaurant and retail properties upon completion and said
completion occurs within a reasonable period of time after acquisition of such
ground lease so long as the total number of such ground leases does not exceed
five percent (5%) of the total number of properties in the Borrowers' portfolio
at any time. Notwithstanding the foregoing, an aggregate amount of the proceeds
of the Revolving Credit Facility not to exceed Twenty-Five Million Dollars
($25,000,000.00) at any time, may be used by the Borrower for general corporate
purposes and working capital. Of such Twenty-Five Million Dollars
($25,000,000.00), Fifteen Million Dollars ($15,000,000.00) may be used for the
issuance and funding of standby Letters of Credit. Notwithstanding anything in
this Agreement to the contrary, upon the receipt by CNLR of an Investment Grade
Rating, the entire Revolving Credit Facility and the proceeds thereof may be
used by the Borrowers for general corporate purposes; provided, however, that
the aggregate amount available for the issuance and funding of standby Letters
of Credit shall be limited to Fifteen Million Dollars ($15,000,000.00). From
time to time and upon the Agent's request, the Borrowers shall furnish to the
Agent evidence satisfactory to the Agent that such proceeds are being used
according to the terms of this Subsection.

2.5 NOTE. The aggregate indebtedness of the Borrowers to each of the
Banks resulting from the Revolving Credit Advances shall be evidenced by a
single promissory note of the Borrowers payable to the Agent for the benefit of
the Banks, in a principal amount equal to Two Hundred Million Dollars
($200,000,000.00) in substantially the form of Exhibit "A" hereto (as may be
amended, renewed, increased,

17
<PAGE> 23
restated, replaced, or otherwise modified from time to time, the "Note"). The
Note constitutes a renewal and modification of the Second Renewal Note.

2.6 INTEREST.

(a) The Borrowers shall pay interest on the unpaid principal
amount of each Advance from the date of such Advance until such principal
amount shall be paid in full, at the following rates per annum:

(i) during such periods as an Advance is a Prime Rate
Advance, a rate equivalent to the Prime Rate in effect from time to time, which
rate shall be adjusted daily to reflect changes in the Prime Rate, with each
adjustment to be effective on the day the change occurs;

(ii) during such periods as an Advance is a LIBOR Rate
Advance, a rate equivalent to the Reserve Adjusted LIBOR Rate for the Interest
Period for such Advance plus one and 50/100 percent (1.50%) per annum;
provided, however, that the rate for LIBOR Rate Advances shall be subject to
adjustment as follows promptly after receipt by Agent and First Union National
Bank of North Carolina of a notice from CNLR stating that an Investment Grade
Rating has been received by CNLR. The highest rating received from any two of
the four rating agencies identified in the definition of Investment Grade
Rating shall determine the adjustment. In the event no two equivalent ratings
are received by CNLR, the lowest of the ratings received shall determine the
adjustment.

Rating Received Rate
--------------- ----

BBB- Reserved Adjusted LIBOR Rate + 1.40%
BBB Reserved Adjusted LIBOR Rate + 1.25%
BBB+ Reserved Adjusted LIBOR Rate + 1.10%
A- Reserved Adjusted LIBOR Rate + 1.00%

(iii) after the maturity or due date of the Advance (whether
by acceleration or otherwise), a rate equivalent to five percent (5%) per annum
above the rate per annum required to be paid on such Advance pursuant to
paragraphs (i), (ii) or (iii) above (the "Default Rate").

(b) The Borrowers shall pay interest, on demand, on all other
amounts in respect of any other obligations of the Borrowers under the Loan
Documents not paid when due at a rate per annum equal to five (5%) per annum
above the Prime Rate in effect from time to time, which rate shall be adjusted
daily to reflect changes in the Prime Rate, with each adjustment to be
effective on the day the change occurs.

18
<PAGE> 24
2.7 REPAYMENT.

(a) Interest on the Revolving Credit Advances shall be paid to
the Agent for the account of the Banks as follows:

(i) Interest on each Prime Rate Advance shall be paid
quarterly in arrears on the last Business Day of March, June, September, and
December of each year, and on the Revolving Credit Maturity Date.

(ii) In respect of any LIBOR Rate Advance, interest shall
be payable at the relevant Reserve Adjusted LIBOR Rate, in arrears, on the last
Business Day of the applicable Interest Period, provided that interest on LIBOR
Rate Advances shall additionally be payable on the last day of each three month
period of any Interest Period that exceeds three months in duration, and on the
Revolving Credit Maturity Date.

(iii) In addition to the interest due and payable under (i)
and (ii) above, and as provided elsewhere in the Agreement, all accrued
interest shall be due and payable on each date when all of the unpaid principal
balance of the Credit shall be due (whether by maturity, acceleration or
otherwise).

(b) Principal under the Revolving Credit Advances, if not sooner
paid, shall be paid to the Agent on the Revolving Credit Maturity Date for the
account of the Banks.

(c) If any payment of principal or interest or both is more than
ten (10) days late, the Borrowers will pay to the Agent, for the account of the
Banks, a late charge equal to five percent (5%) of the payment (the "Late
Fee"). The provisions herein for a Late Fee shall not be deemed to extend the
time for any payment or to constitute a "grace period" giving the Borrowers a
right to cure such default.

2.8 FEES.

(a) As consideration for making the Revolving Credit Facility
available, the Borrowers shall pay to the Agent, for the pro rata account of
the Banks based on the amounts of the then existing Revolving Credit
Commitments, a fee from the date hereof to the Revolving Credit Maturity Date
(as may be extended hereunder) equal to twenty (20) basis points per annum of
the unused portion of the aggregate Revolving Credit Commitments. Such fee
shall be computed on the basis of the average daily unused portion of the
Banks' then existing Revolving Credit Commitments and shall be payable
quarterly in arrears on each quarterly interest payment date described in
Subsection 2.7 hereof. Notwithstanding the foregoing, no additional fees shall
be payable pursuant to this Subsection in the event (i) the Banks cease to
offer LIBOR Rate Advances pursuant to Subsection 2.16 hereof and (ii) all
borrowings hereunder have been repaid in full by the Borrowers.

19
<PAGE> 25
(b) The Borrowers shall pay to the Agent, for the account of the
Issuing Bank and the other Banks, a letter of credit fee in an amount equal to
the product of (i) one percent (1%) per annum and (ii) the face amount of each
Letter of Credit. Such letter of credit fee shall be payable quarterly in
arrears (i) on the last Business Day of each calendar quarter, beginning with
the first such day to occur after the Closing Date and (ii) on the later of the
Revolving Credit Maturity Date and the date of termination of the last
outstanding Letter of Credit. One-eighth (1/8) of such fee shall be retained
by the Issuing Bank as issuing bank and the remaining seven-eighths (7/8) of
such fee shall be shared by the Banks (including the Issuing Bank) based on the
Pro Rata Portion of each. In addition to the foregoing fee, the Borrowers
shall pay or reimburse the Issuing Bank for such normal and customary costs and
expenses as are incurred or charged by the Issuing Bank in issuing, effecting
payment under, amending or otherwise administering any Letter of Credit.

(c) The Borrowers shall also pay to the Agent such agency and
other fees as the Agent and the Borrowers shall separately agree.

2.9 EXTENSION OF REVOLVING CREDIT MATURITY DATE. Upon the written
request of the Borrowers, which request shall be received by the Agent at least
sixty (60) days prior to the then existing Revolving Credit Maturity Date, and
subject to payment of an extension fee by Borrowers, the Revolving Credit
Maturity Date shall be extended for up to two additional twelve (12) month
periods beyond the then existing Revolving Credit Maturity Date, provided that
the Borrowers have fully complied with all of the financial covenants pursuant
to Subsection 6.2 of this Agreement and materially complied with all other
covenants, terms, conditions and provisions of this Agreement for the six (6)
quarters preceding the then existing Revolving Credit Maturity Date. In such
event, the Borrowers may be required by the Agent, in its discretion, to
execute and deliver to the Banks, not later than the earlier Revolving Credit
Maturity Date, new Notes, with appropriate inserts therein as to date, date of
payments, and any appropriate recitals.

2.10 SINGLE LOAN. The Advances and all other obligations arising
under this Agreement and the other Loan Documents shall constitute one general
obligation of the Borrowers and shall be secured by the Collateral. Recourse
by the Agent and the Banks to the Collateral will not be required at any time.

2.11 PAYMENTS AND COMPUTATIONS.

(a) The Borrowers shall make each payment due under the Note or
otherwise due hereunder not later than 12:00 p.m. (Eastern Time) on the day
when due to the Agent in immediately available funds. Any such payment
received later than 12:00 p.m. (Eastern Time) shall be deemed received by the
Agent on the following Business Day. In the event any such payment is received
by the Agent not later than 12:00 p.m. (Eastern Time), the Agent will
thereafter on the date such payment is received cause to be distributed like
funds ratably to the Banks, in each

20
<PAGE> 26
case to be applied in accordance with the terms of this Agreement. If any such
payment is received by the Agent after 12:00 p.m. (Eastern Time), the Agent
will thereafter on the following Business Day cause to be distributed like
funds ratably to the Banks, in each case to be applied in accordance with the
terms of this Agreement. In the event the Agent does not so distribute such
funds to the Banks, it shall pay interest thereon, for each day from the
Business Day following the date such amount is payable to the Banks to the date
the Agent repays such amount to the Banks, at the Federal Funds Rate.

(b) If the Agent receives funds for application to the Advances
under circumstances for which the Loan Documents or the Borrowers (to the
extent permitted by the Loan Documents) do not specify the Advances to which,
or the manner in which, such funds are to be applied, the Agent shall
distribute such funds for application to the Advances to each Bank ratably in
accordance with such Bank's Pro Rata Portion of all outstanding Advances, in
repayment or prepayment of such of the outstanding Advances of such Bank, and
for application to such principal installments or interest.

(c) Unless the Agent shall have received notice from the
Borrowers prior to the date on which any payment is due to any Banks hereunder
that the Borrowers will not make such payment in full, the Agent may assume
that the Borrowers have made such payment in full to the Agent on such date.
The Agent may, in reliance upon such assumption, cause to be distributed to
each Bank on the Business Day following the date when due an amount equal to
the amount then due to such Bank. If and to the extent the Borrowers shall not
have made such payment in full to the Agent, each such Bank shall repay to the
Agent forthwith on demand such amount distributed to such Bank together with
interest thereon, for each day from the date such amount is distributed to such
Bank until the date such Bank repays such amount to the Agent, at the Federal
Funds Rate.

(d) Each payment and prepayment by the Borrowers of principal or
interest shall be made in such coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public and private
debt. If any installment of principal or interest becomes due and payable on a
day other than a Business Day, the due date thereof shall be extended to the
next succeeding Business Day (except as otherwise provided with respect to
LIBOR Advances in the definition of "Interest Period"), and, in the case of
principal, interest shall be payable during the extension at the annual rate
specified in the note for the payment of interest before maturity.

(e) Unless otherwise specified herein, or unless otherwise
determined by the Required Banks in their sole discretion, all payments (other
than prepayments) of a particular Advance shall be applied pro rata among the
Banks first to interest and lawful charges then accrued and then to principal.
The Borrowers shall, at the time

21
<PAGE> 27
of making payments of Advances, specify to the Agent (which shall so notify the
Banks) of the Advances to be paid.

(f) Each Borrower hereby authorizes the Agent and each Bank, if
and to the extent that any payments owed hereunder are not made when due, to
charge such payments from time to time against any or all of such Borrower's
accounts with the Agent or the Bank, in which event the Agent or the Bank will
give prompt notice to such Borrower of such charge; provided, however, that the
failure to give such notice shall not affect the validity of such charge. Any
such Bank will give notice to the Agent thereof.

(g) Interest and any fees hereunder shall be computed on the
basis of a year of 360 days for LIBOR Rate calculations and fees and 365/366
days for Prime Rate calculations, but charged for the actual number of days
elapsed. Each determination by the Agent of an interest rate hereunder shall
be conclusive and binding for all purposes, absent manifest error.

(h) Notwithstanding anything contained herein to the contrary, in
no event shall any interest rate provided for herein exceed the maximum rate of
interest allowed by applicable law, as amended from time to time. Neither the
Banks nor the Agent intend to charge any amount of interest or other fees or
charges in the nature of interest that exceeds the maximum amount allowed by
applicable law. If any payment of interest or in the nature of interest would
cause the foregoing interest rate limitation to be exceeded, then such excess
payment shall be credited as a payment of principal, unless the Borrowers
notify the Agent in writing that the excess payment must be returned to the
Borrowers, together with interest at the rate specified in Section 687.04(2),
Florida Statutes, or any successor statute.

2.12 PREPAYMENTS UNDER REVOLVING CREDIT FACILITY.

(a) The Borrowers shall be entitled to prepay Prime Rate Advances
in whole or in part, at any time, without premium or penalty, upon notice to
the Agent no later than 10:00 a.m. (Eastern Time) at least one Business Day
prior to the proposed date of the prepayment, each notice stating the proposed
date, Advances to be prepaid, and aggregate principal amount of the prepayment
in the form of the Notice of Prepayment attached hereto as Exhibit "L".

(b) Notwithstanding the provisions of Subsection 2.13 hereof, the
Borrowers shall be entitled to pay LIBOR Rate Advances only on the last days of
the applicable Interest Periods, without premium or penalty, upon notice to the
Agent no later than 10:00 a.m. (Eastern Time) at least three (3) Business Days
prior to the proposed date of the prepayment, each notice stating the proposed
date, Advances to be paid, and aggregate principal amount of the payment in the
form of the Notice of Prepayment attached hereto as Exhibit "L".

22
<PAGE> 28
(c) Any prepayment of Prime Rate Advances shall be in the
aggregate principal amount of $100,000.00 or an integral multiple thereof, and
any payment of LIBOR Rate Advances shall be in the full amount of the LIBOR
Rate Advances so paid.

(d) On or prior to the Revolving Credit Maturity Date, any
prepayment of Revolving Credit Advances (whether optional or required, but not
including any payment after default or acceleration) shall be applied first to
principal and then to interest and lawful charges, unless otherwise specified
by the Borrowers. In the event of a prepayment after default or acceleration,
any prepayment of Revolving Credit Advances shall be applied first to interest
accrued on the principal amount prepaid (to be allocated among the Advances
according to amount of interest accrued) and other lawful charges, and then to
principal. The Borrowers shall, at the time of making prepayments of Advances,
specify to the Agent (which shall so notify the Banks) of the Advances to be
prepaid.

2.13 LIBOR RATE COMPENSATION. Notwithstanding the provisions of
Subsection 2.12(b) hereof, which prohibit prepayment of LIBOR Rate Advances
prior to the end of the applicable Interest Period, in the event that all or
any portion of any LIBOR Rate Advances are repaid, prepaid, or Converted prior
to the end of the applicable Interest Period, regardless of whether such
payment or Conversion is optional or obligatory, or in the event that any LIBOR
Rate Advances are not borrowed or Converted as specified in a notice given
pursuant to Subsection 2.2 or 2.15 hereof for any reason, including the failure
of any conditions precedent, the Borrowers shall be required to pay to the
Agent, for the account of the Banks, compensation as follows. The Borrowers
shall be required to pay an amount equal to the excess, if any, of (i) the
amount of interest which otherwise would have accrued on the portion of the
LIBOR Rate Advances repaid, prepaid, Converted, or not borrowed or Converted
from and after the date of such payment, prepayment, Conversion, failure to
borrow, or failure to Convert, to the last day of the applicable Interest
Period (or, in the case of a failure to borrow or Convert, to the last day of
the Interest Period which would have commenced) at the applicable rate of
interest for such Advances specified herein, minus (ii) the amount of interest
which would have accrued on such LIBOR Rate Advances or portion thereof from
and after the date of such payment, prepayment, Conversion, failure to borrow,
or failure to Convert, to the last day of the applicable Interest Period at the
applicable rate of interest for such Advances specified herein, but calculated
with respect to a LIBOR Rate based on an amount substantially equal to the
amount paid, prepaid, Converted, or not borrowed or Converted, and an Interest
Period substantially equal to the number of days remaining in the applicable
Interest Period. Whether or not the foregoing calculation results in a charge
to be paid by the Borrowers, the Borrowers shall also pay all actual
out-of-pocket expenses other than those taken into account in the foregoing
calculation incurred by the Banks and the Agent (excluding any internal
expenses) and reasonably attributable to such payment, prepayment, Conversion,
or failure to borrow or Convert. The Borrowers acknowledge that the Banks are
relying in the LIBOR Rate Advances remaining outstanding or being borrowed or
Converted for the entire Interest Periods selected, and that the foregoing
compensation represents reasonable liquidated damages and is not a penalty.
The

23
<PAGE> 29
foregoing compensation shall apply with respect to all payments, prepayments,
and Conversions of LIBOR Rate Advance and all failures to borrow and failures
to Convert into LIBOR Rate Advances, whether optional or obligatory (including
any required principal installments and any required Conversions pursuant to
the provisions of Subsections 2.15 and 2.16 hereof), and shall include any
prepayment, repayment, or Conversion after default or acceleration of the Note.

2.14 SHARING OF PAYMENTS, ETC.

(a) If any Bank shall obtain from any Borrower payment of any
principal of or interest on any Advance owing to it or payment of any other
amount under this Agreement or any other Loan Document through the exercise of
any right of set-off, banker's lien, counterclaim, similar right, or otherwise
(other than from the Agent as provided herein), and, as a result of such
payment, such Bank shall have received a greater percentage of the principal of
or interest on the Advances or other amounts then due hereunder by Borrowers to
such Bank than the percentage received by any other Banks, it shall promptly
purchase from such other Banks participations in (or, if, and to the extent
specified by such Bank, direct interests in) the Advances or such other
amounts, respectively, owing to such other Banks (or in interest due thereon,
as the case may be) in such amounts, and make such other adjustments from time
to time as shall be equitable, to the end that all the Banks shall share the
benefit of such excess payment (net of any expenses which may be incurred by
such Bank in obtaining or preserving such excess payment) pro rata in
accordance with the unpaid principal of and interest on the Advances or such
other amounts, respectively, owing to each of the Banks. To such end all the
Banks shall make appropriate adjustments among themselves (by the resale of
participations sole or otherwise) if such payment is rescinded or must
otherwise be restored.

(b) Nothing contained herein shall require any Bank to
exercise any such right or shall affect the right of any Bank to exercise, and
retain the benefits of exercising, any such right with respect to any other
indebtedness or obligation of any Borrower. If, under any applicable
bankruptcy, insolvency, or other similar law, any Bank receives a secured claim
in lieu of a set-off to which this Subsection applies, such Bank shall, to the
extent practicable, exercise its rights in respect of such secured claim in a
matter consistent with the rights of the Banks entitled under this Subsection
to share in the benefits of any recovery on such secured claim.

2.15 CONVERSION AND CONTINUATION OF ADVANCES; FAILURE TO SELECT
INTEREST PERIOD.

(a) The Borrowers may, upon notice given to the Agent in
the form of the Notice of Conversion/Continuation attached hereto as Exhibit "M"
(effective upon receipt) no later than 10:00 a.m. (Eastern Time) at least three
(3) Business Days prior to the date of a proposed Conversion into or
Continuation of LIBOR Rate Advances and not later than 10:00 a.m. (Eastern
Time) at least one (1) Business Day prior to the

24
<PAGE> 30
date of a proposed Conversion into Prime Rate Advances, and subject to the
provisions hereof, Convert Advances of one Type into Advances of the other Type
or Continue Advances of one Type as Advances of the same Type at any time and
from time to time on any Business Day; provided, however, that (i) any
Conversion or Continuation of LIBOR Rate Advances shall be made on, and only
on, the last day of the Interest Period for the LIBOR Rate Advances being
Converted or Continued, (ii) any Conversion or Continuation of any Advances
into LIBOR Rate Advances shall be in amounts not less than the minimum
aggregate amounts specified in Section 2.2(a), and (iii) no Conversion or
Continuation of Advances shall result in a greater number of different Interest
Periods for LIBOR Rate Advances than is permitted under Section 2.2(b). Each
such notice of Conversion or Continuation shall be in writing or shall be by
telephone or telecopier, confirmed immediately in writing, specifying, within
the restrictions specified above, the date of such Conversion or Continuation,
the Advances to be Converted or Continued, the portion thereof to be Converted
or Continued, and the Type of Advances into which they will be Converted or
Continued and if such Conversion or Continuation is into LIBOR Rate Advances,
the duration of the Interest Periods for such Advances. Each notice of
Conversion or Continuation shall be irrevocable and binding on the Borrowers.

(b) (i) Whenever the unpaid principal amount of LIBOR Rate
Advances comprising a borrowing shall be reduced, by payment or prepayment or
otherwise, to less than $1,000,000.00, such Advances shall automatically
Convert into Prime Rate Advances on the last day of the then current Interest
Period with respect to such Advances.

(ii) If the Borrowers shall fail to give a notice of
Conversion or Continuation in respect of LIBOR Rate Advances prior to the end
of the Interest Period applicable thereto as provided in paragraph (a) hereof,
or to select the duration of any Interest Period for any LIBOR Rate, such LIBOR
Rate Advances will automatically, on the last day of the then existing Interest
Period therefor, convert into Prime Rate Advances.

(iii) Upon the occurrence and during the continuance of any
Event of Default, (i) all LIBOR Rate Advances will automatically, on the last
days of the then existing Interest Periods therefor, Convert into Prime Rate
Advances and (ii) the obligation of the Banks to make, Continue, or Convert
Advances into LIBOR Rate Advances shall be suspended.

(iv) LIBOR Rate Advances may be subject to automatic
Conversion into Advances of other Types, as provided in Section 2.16(c) and (d).

25
<PAGE> 31
2.16 INCREASED COSTS, ILLEGALITY, ETC.

(a) If either (i) the introduction of or any change in any
law or regulation or in the interpretation or administration of any law or
regulation by any court or administrative or governmental authority charged
with the interpretation of administration thereof from the date hereof or (ii)
the compliance with any guideline or request from any such governmental
authority, including, without limitation, any central bank (whether or not
having the force of law), (x) subjects any Bank or any corporation controlling
any Bank to any tax of any kind whatsoever with respect to this Agreement or
any Advance, or changes the basis of taxation of payments to such Bank or
corporation of principal, commissions, fees, interest, or any other amount
payable hereunder (except for (A) taxes on or measured by the overall net
income of such Bank or branch, office, or agency through which such Bank is
acting for purposes of this Agreement or (B) changes in the rate of such
taxes); (y) imposes, modifies, or holds applicable any reserve, special
deposit, compulsory loan, or similar requirement against assets held by, or
deposits or other liabilities in or for the account of, advances or loans by,
or other credit or commitment therefor extended by, or any other acquisition of
funds by, any office of such Bank which are not otherwise included in any
determination of the Reserve Adjusted LIBOR Rate or other interest payable
hereunder; or (z) imposes on any Bank or the corporation controlling the Bank
any other condition, and as a result there shall be any increase in the cost
to the Bank or the corporation of agreeing to make or making, funding, or
maintaining Advances by an amount deemed by the Bank to be material, then the
Borrowers shall from time to time, upon demand by the Bank, pay directly to
the Bank additional amounts sufficient to compensate the Bank for such
increased cost. A certificate as to the amount of such increased cost,
submitted to the Borrowers by the Bank, shall be conclusive and binding for
all purposes, absent manifest error.

(b) If any Bank determines that compliance with any law or
regulation or with any guideline or request from any central bank or other
governmental authority (whether or not having the force of law) concerning
capital adequacy or otherwise has or would have the effect of reducing the rate
of return on the capital of the Bank or the corporation controlling the Bank,
as a consequence of, or with reference to, the facilities hereunder, or its
making or funding or maintaining Advances below the rate which the Bank or such
other corporation could have achieved but for such compliance (taking into
account the policies of the Bank of such corporation with regard to capital) by
an amount deemed by the Bank to be material, the Borrowers shall from time to
time, upon demand by the Bank, pay to the Bank additional amounts sufficient to
compensate the Bank or such other corporation for such reduction. A
certificate as to such amounts, submitted to the Borrowers by the Bank, shall
be conclusive and binding for all purposes, absent manifest error.

(c) If, with respect to any LIBOR Rate Advances, the Required
Banks notify the Agent that the Reserve Adjusted LIBOR Rate for any Interest
Period for such Advances will not adequately reflect the cost to the Banks of
making, funding, or

26
<PAGE> 32
maintaining the LIBOR Rate Advances for such Interest Period, the Agent shall
forthwith so notify the Borrowers whereupon (i) each such LIBOR Rate Advance
will automatically, on the last day of the then existing Interest Period
therefor, Convert into a Prime Rate Advance, and (ii) the obligation of the
Banks to make, Continue, or Convert Advances into LIBOR Rate Advances shall be
suspended until the Agent notifies Borrowers that the Required Banks have
determined that the circumstances causing such suspension no longer exist.

(d) Notwithstanding any other provision of this Agreement,
if the introduction of or any change in or in the interpretation of any law or
regulation shall make it unlawful or any central bank or other governmental
authority shall assert that it is unlawful for any Bank to perform its
obligations hereunder to make LIBOR Rate Advances or to continue to fund or
maintain LIBOR Rate Advances hereunder, then, on notice thereof and demand
therefor by the Bank through the Agent, (i) each LIBOR Rate Advance of the
Banks will automatically, upon such demand, Convert into a Prime Rate Advance
and (ii) the obligation of the Banks to make, Continue, or Convert Advances
into LIBOR Rate Advances shall be suspended until the Agent shall notify the
Borrowers that the Bank has determined that the circumstances causing such
suspension no longer exist.

2.17 LETTERS OF CREDIT OBLIGATIONS.

(a) The payment obligations of the Borrowers under this
Agreement with respect to the Letters of Credit shall be unconditional and
irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement under all circumstances, including, without limitation, the
following circumstances:

(i) any lack of validity or enforceability of the Letters
of Credit;

(ii) any amendment or waiver of or any consent to
departure from all or any of the Letters of Credit;

(iii) the existence of any claim, set-off, defense or other
right which the Borrowers may have at any time against any beneficiary, or any
transferee, of the Letters of Credit (or any Person for whom any such
beneficiary or transferee may be acting), the Agent, the Issuing Bank, any of
the other Banks, or any other person or entity, whether in connection with this
Agreement, the transactions contemplated herein or in the Letters of Credit, or
any unrelated transaction;

(iv) any statement or any other document presented under
the Letters of Credit proving to be forged, fraudulent, invalid or insufficient
in any respect or any statement therein being untrue or inaccurate in any
respect;

27
<PAGE> 33
(v) payment by the Issuing Bank under the Letters of
Credit against presentation of a draft or certificate which does not comply
(other than on its face) with the terms of the Letters of Credit; or

(vi) any other circumstance or happening whatsoever,
whether or not similar to any of the foregoing.

(b) In addition to (but without duplication of) the amounts
payable as elsewhere provided in this Agreement, or any obligation arising out
of Letters of Credit, the Borrowers hereby agree to protect, indemnify, pay,
and save the Agent, the Issuing Bank, and each other Bank harmless from and
against any and all claims, demands, liabilities, damages, losses, costs,
charges, and expenses (including reasonable attorneys' fees) which such party
may incur or be subject to as a consequence, direct or indirect, of (i) the
issuance of the Letters of Credit, or (ii) the failure by the Issuing Bank to
honor, or to make payment on, a drawing under the Letters of Credit as a result
of any act or omission, whether rightful or wrongful, of any present or future
de jure or de facto Governmental Authority (all such acts or omissions herein
called "Governmental Acts").

(c) As among the Borrowers, the Issuing Bank, the other Banks,
and the Agent, the Borrowers assume all risks of the acts and omissions of, or
misuse of the Letters of Credit. In furtherance, and not in limitation of the
foregoing, none of the Agent or the Banks shall be responsible: (A) for the
form, validity, sufficiency, accuracy, genuineness, or legal effect of any
document submitted by any party as beneficiary or transferee or otherwise in
connection with a drawing under the Letters of Credit, even if it should in
fact prove to be in any or all respects invalid, insufficient, inaccurate,
fraudulent, or forged; (B) for the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign the Letters of
Credit or the rights or benefits thereunder or proceeds thereof, in whole or in
part, which may prove to be invalid or ineffective for any reason; (C) for
failure of the beneficiary or transferee to comply fully with conditions
required in order to draw upon the Letters of Credit, other than conditions
expressly stated in the Letters of Credit; (D) for errors, omissions,
interruptions, or delays in transmission or delivery of any messages, by mail,
cable, telegraph, telex, or otherwise, whether or not they be in cipher; (E)
for errors in interpretation of technical terms; (F) for any loss or delay in
the transmission or otherwise of any document required in order to make a
drawing under the Letters of Credit or of the proceeds thereof; (G) for the
misapplication by the beneficiary of the Letters of Credit; and (H) for any
consequences arising from causes beyond the control of the Agent, the Issuing
Bank, or the other Banks including, without limitation, any Governmental Acts.
None of the above shall affect, impair, or prevent the vesting of any of the
Agent's, Issuing Bank's, or any other Bank's rights or powers hereunder.

(d) In furtherance and extension, and not in limitation of the
specific provisions hereinabove set forth, any action taken or omitted by the
Agent, the Issuing

28
<PAGE> 34
Bank, or any other Bank under or in connection with the Letters of Credit or
the related certificates, if taken or omitted in good faith, shall not result
in any liability of the Agent, the Issuing Bank, or any other Bank to the
Borrowers. The Issuing Bank may accept documents that appear on their face to
be in order, without responsibility for further investigation, regardless of
any notice or any information to the contrary.

(e) Notwithstanding anything to the contrary contained in this
Subsection, the Borrowers shall have no obligation to indemnify the Issuing
Bank, any other Bank, or the Agent in respect of any liability incurred by the
Borrowers arising solely out of the bad faith, gross negligence or willful
misconduct of the Agent, the Issuing Bank, or any other Bank, as determined by
a court of competent jurisdiction.

(f) Without prejudice to the survival of any other obligation of
the Borrowers under this Agreement, the indemnities and obligations of the
Borrowers under this Subsection shall survive the payment in full of all other
amounts payable under this Agreement and the termination of the Letters of
Credit.

SECTION 3. SECURITY DOCUMENTS.

Payment of the Credit shall be secured as provided in this Section 3.

3.1 SECURITY AGREEMENT. To secure payment of the Credit, including
but not limited to contingent obligations under Letters of Credit, and all
other obligations of the Borrowers under the Loan Documents, the Borrowers
hereby grant the Agent and the Banks and this Agreement shall be deemed to
create, grant, give, and convey to the Agent and the Banks a first priority
lien and encumbrance upon, and a first priority security interest in, the
Collateral. This Agreement shall also serve as a "Security Agreement" within
the meaning of that term as used in the Uniform Commercial Code as adopted and
in force from time to time in the State of Florida, and shall be operative and
effective as a Security Agreement in addition to, and not in substitution for,
any other Security Agreement executed by the Borrowers in connection with the
extension of credit or loan transaction secured hereby. The Borrowers agree to
and shall, upon the request of the Agent, execute and deliver to the Agent, in
form satisfactory to the Agent, such "Financing Statements," descriptions of
property and such further assurances as the Agent, in its sole discretion, may
from time to time consider necessary to create, perfect, continue, and preserve
the lien and encumbrances hereof and the security interest granted herein upon
and in such Collateral. The Agent, at the expense of the Borrowers, may or
shall cause such statements, descriptions, and assurances to be recorded and
re-recorded, filed and re-filed, at such times and in such places as may be
required or permitted by law to so create, perfect, and preserve the lien and
encumbrances hereof upon all of said Collateral. In addition to any other
rights and remedies contained in the Loan Documents, the Agent and the Banks
shall have all the rights and remedies of a secured party under the Uniform
Commercial Code as adopted and in force from time

29
<PAGE> 35
to time in the State of Florida or other applicable law, all of which rights
shall be cumulative and non-exclusive, to the extent permitted by law.

3.2 OWNERSHIP AND ENCUMBRANCE OF PROPERTY. Subject to any mortgages
permitted pursuant to Section 7.1 hereof, each Borrower hereby agrees and
represents to the Agent and the Banks that the properties now owned by such
Borrower are not subject to any mortgage, lien, charge, encumbrance, or
security interest. Subject to Section 7.1 hereof, no Borrower shall, without
the prior written consent of Required Banks, permit or suffer to exist any
mortgage, lien, charge, encumbrance, or security interest in or upon any
properties now owned by such Borrower.

3.3 ADDITIONAL SECURITY DOCUMENTS.

(a) The Borrowers further agree to prepare, execute, and deliver
to the Agent a Notice of Borrowing, in the form attached as Exhibit "B" to this
Agreement at the time of each request for an Advance under the Credit (together
with any additional documents required pursuant to Subsection 3.3(b) hereof,
the "Security Documents") which shall be properly completed with all pertinent
information and otherwise satisfactory to the Agent. At the time of each
request for an Advance from which the proceeds shall be used for development
and construction of property, Borrowers shall certify to Banks: that (i) a
lease has been executed with respect to such development and construction, (ii)
a construction contract has been duly executed in connection with the
development and a payment and performance bond has been issued in connection
with such contract, (iii) all permits necessary for the development and
construction have been issued and all appeal periods have expired. Borrowers
will deliver copies of any or all of the foregoing documents to one or more of
the Banks or the Agent, upon request.

(b) Notwithstanding the foregoing, in the event CNLR has not
received an Investment Grade Rating (or written confirmation that the only
condition to receipt of an Investment Grade Rating is the release of Existing
Security Documents) on or before December 31, 1997, Agent, after consultation
with the Banks, may require certain documents as follows at Borrowers' expense,
each of which shall be properly completed with all pertinent information and
otherwise satisfactory to Agent. If Agent determines that such documents are
not required, one or more Banks may require such documents from Borrowers at
the expense of such requiring Banks on a pro rata basis up to $100,000.00. Any
expenses in excess of $100,000.00 shall be paid by Borrowers.

(i) a Notice of Borrowing in the form attached as Exhibit
"C" to this Agreement at the time of each request for an Advance under the
Credit;

(ii) an Agreement Not To Encumber for each property then
owned by any Borrower, except for properties then subject to a Mortgage and
except as otherwise provided for in this Agreement, which includes a correct
legal description

30
<PAGE> 36
of such property in the form attached hereto as Exhibit "D" and subsequently at
the time any real property is thereafter acquired by any Borrower or an
Agreement Not to Encumber which includes a correct legal description of such
property in the form attached hereto as Exhibit "H" for each property pursuant
to which any Borrower then holds or thereafter acquires a leasehold interest
permitted pursuant to Section 2.4 hereof;

(iii) a Collateral Assignment of Leases, Rents, and Profits
and Security Agreement, of, from or pertaining to each property then owned by
any Borrower except for properties then subject to a Mortgage, in the form
attached hereto as Exhibit "E" and subsequently at the time any real property
is thereafter acquired by any Borrower executed by such Borrower or a
Collateral Assignment of Leases, Rents, and Profits and Security Agreement, of,
from or pertaining to each property in which any Borrower then holds or
thereafter acquires a leasehold interest permitted pursuant to Section 2.4
hereof in the form attached hereto as Exhibit "I" and such Borrower shall use
its best efforts to obtain an acknowledgement of lessee thereon or on a form
satisfactory to Agent in its sole discretion;

(iv) an Agreement between the Agent on behalf of the
Banks, any Borrower and the landlord with respect to any leasehold interest
then held or thereafter acquired by any Borrower except for properties then
subject to a Mortgage in substantially the form attached hereto as Exhibit "J",
which form must be acceptable to Agent in its sole discretion;

(v) UCC Financing Statements, for filing with the
Secretary of State and the local recording office of the State and County where
the property of any Borrower, except for properties then subject to a Mortgage,
is located, in the form required by such State and County, reflecting the
Banks' security interest in the Collateral and subsequently at the time any
real property is thereafter acquired by any Borrower; provided, however, that
the Agent, in its sole discretion, may prepare any such Financing Statements
upon receipt of the other documents provided for in this Subsection 3.3(b) and
forward such completed Financing Statements to any Borrower for execution;

(vi) an Anti-Coercion statement for each property then
owned by any Borrower, except for properties then subject to a Mortgage, in the
form attached hereto as Exhibit "F" and subsequently at the time any real
property is thereafter acquired by any Borrower;

(vii) evidence of Owner's Title Insurance Policy or
commitment binder therefor for each property then owned by any Borrower, except
for properties then subject to a Mortgage, and subsequently at the time any
real property is thereafter acquired by any Borrower;

31
<PAGE> 37
(viii) evidence that each property then owned by any
Borrower and any property thereafter acquired by a Borrower is insured with
fire and extended coverage to the full insurable value of the requirements on
any such property, and each Borrower hereby agrees that any proceeds from such
insurance coverage will be applied by such Borrower to (i) repair or rebuild
the property for which such proceeds are being received, (ii) replace such
property with a substantially equivalent property with a substantially
equivalent stream of rent payments of similar credit quality, or (iii) repay
any borrowings hereunder;

(ix) copies of lease agreements applicable to each
property then owned by any Borrower, except for properties then subject to a
Mortgage, and subsequently at the time any real property is thereafter acquired
by any Borrower; and

(x) an M.A.I. or state certified appraisal or an
appraisal in compliance with the Appraisal Standards for Federally Regulated
Transactions, as required by the Federal Financial Institution Reform Recovery
and Enforcement Act of 1989, as amended from time to time, and related or
subsequent regulations for any real property then owned, except properties then
subject to a Mortgage, or any property thereafter acquired by any Borrower,
prepared by an appraiser approved by the Agent and otherwise in form and
substance satisfactory to the Agent.

3.4 RELEASE OF PROPERTY.

(a) Upon the request of the Borrowers, the Agent on behalf of the
Banks will, so long as there exists no Event of Default or circumstance which
with the giving of notice or passage of time would become an Event of Default,
execute releases of affected property from the lien and encumbrance of the
Security Documents, provided that (a) each property to be released is being
sold in the ordinary course of business to bona fide unrelated third parties,
(b) either (i) each such property is being replaced with substantially
equivalent property with a substantially equivalent stream of rent payments of
similar credit quality, or (ii) the sale of such property is for cash and the
proceeds of the sale, net only of reasonable seller's closing costs, are
applied by the Borrowers as a prepayment of the Revolving Credit Facility, (c)
the property to be released consists of the entire parcel or parcels of
property acquired and is not a mere portion thereof, and (d) the Borrowers
shall submit to the Agent properly prepared release documents in a form
satisfactory to Agent, and with respect to any new parcel described in clause
(b)(i) hereof, properly prepared Security Documents for such parcel, the
warranty deed and closing statement for such property or properties, and such
other information as the Agent shall reasonably request. The Banks hereby
authorize the Agent to execute such releases and accept the substitution of
such Security Documents under the foregoing conditions without the necessity of
notice to or consent or agreement of the Banks or the Required Banks. If
required by any title company, any Bank will furnish then current confirmation
of the Agent's continued authority to execute and deliver release documents in
connection with any property as provided for in this Subsection.

32
<PAGE> 38
(b) Agent agrees, on behalf of Banks, to execute releases of all
properties of Borrowers from the lien and encumbrance of the Existing Security
Documents and any additional Security Documents required pursuant to Subsection
3.3(b) hereof in substantially the form of the Release of Collateral Assignment
of Leases, Rents, and Profits and Security Agreement and UCC-1 Financing
Statement attached hereto as Exhibit "K" (or in a form otherwise necessary or
advisable under applicable law) upon receipt by CNLR of an Investment Grade
Rating (or receipt by CNLR of written confirmation that the only condition to
receipt of an Investment Grade Rating is the release of the Existing Security
Documents).

SECTION 4. REPRESENTATIONS AND WARRANTIES.

To induce the Agent and the Banks to enter into this Agreement and to
establish the Credit provided for herein, each Borrower represents and warrants
to the Agent and Banks (which representations and warranties shall survive the
delivery of the documents mentioned herein and the establishment of the Credit
contemplated hereby) as follows:

4.1 CORPORATE EXISTENCE OF BORROWER; COMPLIANCE WITH LAW. The
Borrower is a corporation duly incorporated and organized, validly existing,
and in good standing under the laws of the State of Maryland. The Borrower has
the corporate power to own its properties and assets, and to carry on its
business as now being conducted. The Borrower is in compliance with all other
requirements of law applicable to it and to its business.

4.2 AUTHORIZATION. The Borrower has the corporate power and
authority, and the legal right to execute, deliver, and perform the Loan
Documents, and to borrow thereunder, and has taken all action necessary to
authorize the execution, delivery, and performance of the Loan Documents, and
to authorize the borrowings contemplated thereby. The execution, delivery, and
performance of the Loan Documents by the Borrower is made by individuals of
legal capacity; will not conflict with, result in the breach of, or constitute
a violation of or default under, any applicable law, rule, regulation, writ, or
decree or the charter or bylaws of the Borrower, or any agreement or instrument
to which the Borrower is a party; or result in the creation of any lien,
charge, or encumbrance upon any property or assets of the Borrower pursuant to
any indenture or other agreement or instrument to which the Borrower is a
party, or by which the Borrower or its Collateral may be bound or affected. No
consent, license, or authorization of, or filing with, any Person or entity
(including, without limitation, any Governmental Authority), is required in
connection with the execution, delivery, performance, validity, or
enforceability of the Loan Documents and the borrowings as contemplated
thereunder, except for consents, licenses, approvals, and filings referred to
or disclosed in the Loan Documents.

33
<PAGE> 39
4.3 ENFORCEABLE OBLIGATIONS. The Loan Documents when executed and
delivered to the Agent will constitute legal, valid, and binding agreements
enforceable against the respective parties thereto and any property described
therein in accordance with their respective terms, except (i) as enforceability
may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, or similar laws affecting the enforceability of creditor's rights;
and (ii) as enforceability may be limited or qualified by general principles of
equity, whether raised in a proceeding at law or in equity.

4.4 FINANCIAL CONDITION OF THE BORROWERS.

(a) The consolidated financial statements of the Borrowers as of
March 31, 1997, a copy of which has been furnished to the Agent, are materially
correct, complete, and fairly present the financial condition of the Borrowers
as at the date of the financial statements and fairly present the results of
the operations of the Borrowers for the period covered thereby.

(b) The Borrowers have no material direct or contingent
liabilities, liabilities for taxes, long-term leases, or unusual forward or
long-term commitments as of the date of the Agreement which are not disclosed
by, provided for, or reserved against in the financial statements or referred
to in notes thereto, and at such date there are no material unrealized or
anticipated losses from any unfavorable commitments of the Borrowers. The
financial statements furnished to the Agent have been prepared in accordance
with Generally Accepted Accounting Principles applied on a Consistent Basis
maintained throughout the period involved. There has been no material adverse
change in the business, properties or condition, financial or otherwise, of the
Borrowers since the date of such financial statements.

4.5 NO LITIGATION. Except as disclosed in a Form 10-K or Form 10-Q
filed by the Borrower with the Securities and Exchange Commission, there is no
suit or proceeding at law or in equity (including proceedings, by or before any
court, arbitrator, governmental or administrative commission, board or bureau,
or other administrative agency) pending, or to the knowledge of the Borrower
threatened, by or against or involving the Borrower or against any of its
properties, existence, or revenues which, if adversely determined, would have a
material adverse effect on the property, assets, or business or on the
condition, financial or otherwise, of the Borrowers or which would be required
to be disclosed in notes to any balance sheet as of the date hereof of the
Borrowers prepared in reasonable detail in accordance with Generally Accepted
Accounting Principles applied on a Consistent Basis.

4.6 DISCLOSURE AND NO UNTRUE STATEMENTS. No representation or
warranty made by the Borrower in the Loan Documents or which will be made by
the Borrower from time to time in connection with the Loan Documents (a)
contains or will contain any misrepresentation or untrue statement of fact; or
(b) omits or will omit to state any material fact necessary to make the
statements therein not misleading, unless otherwise disclosed in writing to the
Agent. There is no fact known to the Borrower

34
<PAGE> 40
or any of its executive financial officers which adversely affects, or which
might in the future adversely affect, the business, assets, properties, or
condition, financial or otherwise, of the Borrower.

4.7 TITLE TO ASSETS; LEASES IN GOOD STANDING. The Borrower has good
and marketable title to its properties and assets, including the properties and
assets reflected in the financial statements and notes thereto described in
Section 4.4 hereof, except for such assets as have been disposed of in the
ordinary course of business, and all such properties and assets are free and
clear of all liens, mortgages, pledges, security interests, charges, title
retention agreements, or other encumbrances of any kind, except as otherwise
permitted pursuant to this Agreement. The Borrower enjoys peaceful and
undisturbed possession under all leases under which it is now operating, none
of which contain any unusual provisions which may adversely affect its
operations, and all said leases are valid, subsisting, and in full force and
effect, and the Borrower is not in violation of any material term of any such
lease.

4.8 PAYMENT OF TAXES. The Borrower has filed or caused to be filed
all federal, state, and local tax returns which are required to be filed by it
and has paid or caused to be paid all taxes as shown on said returns or on any
assessment received by it, to the extent that such taxes have become due,
except as otherwise permitted by the provisions hereof, and no controversy in
respect of additional income taxes of the Borrower is pending, or, to the
knowledge of the Borrower, threatened. The Borrower has set up reserves which
are believed by its officers to be adequate for the payment of all taxes for
which a notice of assessment has been received and for the payment of such
taxes for the years that have not been audited by the respective tax
authorities.

4.9 AGREEMENT OR CONTRACT RESTRICTIONS. The Borrower is not a party
to, nor is it bound by, any agreement, contract, or instrument or subject to
any charter or other corporate or partnership restriction which materially
adversely affects the business, properties, assets, operations, or condition,
financial or otherwise, of the Borrower except as disclosed in the financial
statements and notes thereto described in Subsection 4.4 hereof. The Borrower
is not in default in the performance, observance, or fulfillment of any
obligations, covenants, or conditions contained in any agreement or instrument
to which it is a party, which would have a material adverse affect on Borrower
performing hereunder.

4.10 PATENTS, TRADEMARKS, ETC. The Borrower owns, possesses, or has
the right to use all necessary patents, patent rights, licenses, trademarks,
trademark rights, trade names, trade name rights, and copyrights to conduct its
business as now conducted, without known conflict with any patent, patent
right, license, trademark, trademark right, trade name, trade name right, or
copyright of any other Person or entity.

35
<PAGE> 41
4.11 RACKETEER INFLUENCED AND CORRUPT ORGANIZATION(S) ACT. The
Borrower has never been nor is it now engaged, nor will the Borrower engage,
directly or indirectly, in any pattern of "racketeering activity" or in any
"collection of any unlawful debt," as each of the quoted terms or phrases is
defined or used by the Racketeer Influenced and Corrupt Organization(s) Act of
either the United States or the State of Florida, Title 18, United States Code,
Section 1961 et seq.; Chapter 895, Florida Statues, respectively, as each act
now exists or is hereafter amended (the "RICO Lien Acts"). No real property of
the Borrower, no interest or interests of any kind, including beneficial
interest or interests, mortgages, and leases, in or on real property of the
Borrower, and no personal property, including money, of the Borrower, has ever
been, is now, or is in any way reasonably anticipated by the Borrower to
become, subject to any lien, notice, civil investigative demand, action, suit,
or any proceeding pursuant to the RICO Lien Acts.

4.12 INVESTMENT COMPANY ACT; REGULATION.

(a) The Borrower is not an "investment company," an "affiliated
person" of any "investment company," or a company "controlled" by an
"investment company," and the Borrower is not an "investment advisor" or an
"affiliated person" of an "investment advisor" (as each of the quoted terms is
defined or used in the Investment Company Act of 1940, as amended).

(b) The Borrower is not subject to regulation under any state
or local public utilities code or federal, state, or local statute or regulation
limiting the ability of the Borrower to incur indebtedness for money borrowed
or to pledge assets of the type contemplated hereunder.

4.13 LABOR MATTERS. There are no strikes or other labor disputes
against the Borrower pending or, to the Borrower's knowledge, threatened.
Hours worked by and payment made to employees of the Borrower has not been in
violation of the Fair Labor Standards Act or any other applicable law dealing
with such matters. All payments due from the Borrower on account of employee
health and welfare insurance have been paid or accrued as a liability on its
books.

4.14 ERISA REQUIREMENT. Except as previously disclosed to Agent in
writing, the Borrower does not have in force any written or oral bonus plan,
stock option plan, employee welfare, pension or profit sharing plan, or any
other employee benefit arrangement or understanding. In addition, the Borrower
and any predecessor of the Borrower is not now or was not formerly during the
five year period immediately preceding the effective date of this Agreement a
participating employer in any multi-employer or "multiple employer" plans
within the meaning of Sections 4001(1)(a)(3), 4063, and 4064 of ERISA. Each
employee benefit plan subject to the requirements of ERISA complies with all of
the requirements of ERISA and those plans which are subject to being
"qualified" under Sections 401(a) and 501(a) of the Internal Revenue Code of
1986, as amended from time to time, have since their adoption been

36
<PAGE> 42
"qualified" and have received favorable determination letters from the Internal
Revenue Service so holding. There is no matter which would adversely affect
the qualified tax exempt status of any such trust or plan, and except as
previously disclosed to the Agent, there are no deficiencies or liabilities for
any such plan or trust. No employee benefit plan sponsored by the Borrower has
engaged in a non-exempt "prohibited transaction" as defined in ERISA.

4.15 COMPLIANCE WITH ENVIRONMENTAL REQUIREMENTS. The Borrower
warrants and represents to the Agent and the Banks that to the best of
Borrower's knowledge, the Property described herein is now and at all times
hereafter will continue to be in full compliance with all federal, state and
local environmental laws and regulations as they now exist or are hereafter
enacted and/or amended, including, but not limited to, the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended by
the Superfund Amendments and Reauthorization Act of 1986, the Resource
Conservation and Recovery Act of 1976, as amended by the Used Oil Recycling Act
of 1980, and the Hazardous and Solid Waste Amendments of 1984, as amended. The
Borrowers shall indemnify and hold the Agent and the Banks harmless from and
against any and all damages, penalties, fines, claims, liens, suits,
liabilities, costs (including cleanup costs), judgments and expenses (including
attorneys', consultants' or experts' fees and expenses) of every kind and
nature suffered by or asserted against the Agent or the Banks as a direct or
indirect result of any warranty or representation made by the Borrower in this
paragraph being false or untrue in any material respect or any requirement
under any law, regulation or ordinance, whether local, state or federal, which
requires the elimination or removal of any hazardous materials, substances,
wastes or other environmentally regulated substances. The Borrower's
obligations hereunder shall not be limited to any extent by the term of the
Indebtedness secured hereby, and, as to any act or occurrence prior to payment
in full and satisfaction of the Indebtedness which gives rise to liability
hereunder, shall continue, survive and remain in full force and effect
notwithstanding payment in full and satisfaction of the Indebtedness.

4.16 COMPLIANCE WITH REIT REQUIREMENTS. CNLR is in compliance with
all requirements applicable to a Real Estate Investment Trust imposed by the
Internal Revenue Code of 1986, as amended, and all applicable regulations
thereunder. Net I, Net II, Net III and Net IV are each in compliance with all
requirements applicable to a Qualified REIT Subsidiary imposed by the Internal
Revenue Code of 1986, as amended, and all applicable regulations thereunder and
the Borrower is not aware of any fact that would negatively impact such
qualifications.

4.17 PRINCIPAL OFFICE/CORPORATE NAME. The principal office, chief
executive office, and principal place of business of the Borrower is at 400
East South Street, Suite 500, Orlando, Florida 32801. The Borrower maintains
its principal records and books at such address.

37
<PAGE> 43
4.18 USE OF CREDIT. The Revolving Credit Advances shall be used
exclusively for the purposes specified in Section 2.4 hereof. The Borrower is
not engaged in the business of extending credit for the purpose of purchasing
or carrying "margin stock" (within the meaning of Regulation U, Regulation X or
Regulation G of the Board of Governors of the Federal Reserve System), and no
part of the proceeds of any Advance hereunder will be used to purchase or carry
any "margin stock," to extend credit to others for the purpose of purchasing or
carrying any "margin stock," or for any other purpose which might constitute
this transaction a "purpose credit" within the meaning of Regulation U,
Regulation X, or Regulation G. Neither the Borrower nor any Person acting on
behalf of the Borrower has taken or will take any action which might cause the
Note or any other Loan Documents, including this Agreement, to violate
Regulation U, Regulation X, or Regulation G or any other regulation of the
Board of Governors of the Federal Reserve system or violate Section 8 of the
Securities Exchange Act of 1934 or any rule or regulation thereunder, in each
case as now in effect as the same may hereinafter be in effect. The Borrower
owns no "margin stock" except for that described in the financial statements
referred to in Section 4.4 hereof and, as of the date hereof, the aggregate
value of all "margin stock" owned by the Borrower does not exceed twenty-five
percent (25%) of the value of all of the Borrower's assets. In connection with
the Credit, the Borrower will upon request of the Agent deliver to the Agent a
statement in conformity with the requirements of Federal Reserve Form U-1
referred to in said Regulation.

SECTION 5. CONDITIONS OF LENDING.

The obligation of the Agent and the Banks to establish the Credit or
to permit any borrowing or issue Letters of Credit hereunder is conditioned
upon the performance of all agreements by the Borrowers contained herein, as
well as satisfaction of the following conditions precedent:

5.1 REQUEST FOR BORROWING; SECURITY DOCUMENTS AND INFORMATION. Each
request for a borrowing or the issuance of a Letter of Credit hereunder shall
be evidenced by a Notice of Borrowing in substantially the form of Exhibit "B"
hereto. Notwithstanding the foregoing, in the event CNLR has not received an
Investment Grade Rating (or written confirmation that the only condition to
receipt of an Investment Grade Rating is the release of the Existing Security
Documents) on or before December 31, 1997, each request for a borrowing or the
issuance of a Letter of Credit hereunder shall be evidenced by a Notice of
Borrowing in substantially the form of Exhibit "C" hereto and, at Agent's sole
discretion, if a borrowing is for the purpose of acquiring restaurant or retail
properties pursuant to the Agreement, the Security Documents described in
Subsection 3.3(b) above. At least five (5) business days prior to requesting
such Advance, the Borrower must deliver to the Agent all of the information as
may be reasonably requested by the Agent in response to the Borrowers' request
for a borrowing or the issuance of a Letter of Credit. Any Advance of funds by
the Banks without obtaining all such Security Documents and information

38
<PAGE> 44
shall not constitute a waiver by the Agent or any Bank of its right to receive
such Security Documents and information and a failure of the Borrowers to
deliver the same to the Agent upon demand shall constitute a default hereunder.

5.2 CONTINUING ACCURACY OF REPRESENTATIONS AND WARRANTIES. At the
time of each borrowing or issuance of a Letter of Credit hereunder, the
representations and warranties set forth in this Agreement shall be true,
correct, and complete on and as of the date of such borrowing or Letter of
Credit issuance hereunder with the same effect as though the representations
and warranties had been made on and as of the date of the borrowing or Letter
of Credit issuance.

5.3 NO DEFAULT. At the time of each borrowing or issuance of a Letter
of Credit hereunder, the Borrowers shall be in compliance with all terms and
conditions set forth herein, and no Event of Default, nor any event which upon
notice or lapse of time or both would constitute an Event of Default, shall
have occurred and be continuing at the time of such borrowing or Letter of
Credit issuance.

5.4 LOAN DOCUMENTS. On or prior to the Closing Date, the Agent shall
have received, duly executed this Agreement and the other Loan Documents, all
in form and substance satisfactory to the Agent and counsel for the Agent.

5.5 SUPPORTING DOCUMENTS. On or prior to the Closing Date, the Agent
shall have received the following documents satisfactory in form and substance
to the Agent and counsel for the Agent and, as requested by the Agent,
certified by appropriate corporate or governmental authorities:

(a) a certificate of good standing of each Borrower certified by
the Secretary of State, or other appropriate governmental authority,
of the State of Maryland;

(b) a certificate of qualification of each Borrower to transact
business in the State of Florida certified by the Secretary of State
of the State of Florida;

(c) a copy of the articles of incorporation of each Borrower
certified by the Secretary of State, or other appropriate governmental
authority, of the State of Maryland, accompanied by a certificate from
an appropriate officer of such Borrower that the copy is complete and
that the articles of incorporation have not been amended, annulled,
rescinded, or revoked since the date of the certificate of the
Secretary of State or other appropriate governmental authority;

(d) a copy of the bylaws of each Borrower in effect on the date
of this Agreement, accompanied by a certificate from an appropriate
officer of such Borrower that the copy is true and complete, and that
the bylaws have not been amended, annulled, rescinded, or revoked
since the date of the bylaws or the last amendment reflected in the
copy, if any;

39
<PAGE> 45
(e) a copy of resolutions of the Board of Directors of each
Borrower authorizing the execution, delivery, and performance of the
Loan Documents and the borrowing thereunder, and specifying the
officer or officers of such Borrower authorized to execute the Loan
Documents, accompanied by a certificate from an appropriate officer
that the resolutions are true and complete, were duly adopted at a
duly called meeting in which a quorum was present and acting
throughout, or were duly adopted by written action, and have not been
amended, annulled, rescinded, or revoked in any respect and remain in
full force and effect on the date of the certificate;

(f) an incumbency certificate containing the names, titles, and
genuine signatures of all duly elected officers and directors of each
Borrower as of the date of this Agreement, accompanied by a
certificate from an appropriate officer of such Borrower that the
information is true and complete;

(g) such additional supporting documents as the Agent may
request.

5.6 OPINION OF THE BORROWERS' COUNSEL. On or prior to the Closing
Date, and to the extent required by the Agent at the time of any borrowing or
Letter of Credit issuance hereunder, the Agent shall have received the
favorable opinion of counsel for Borrowers, in form and substance satisfactory
to the Agent.

SECTION 6. AFFIRMATIVE COVENANTS.

The Borrowers covenant and agree that, from the date of this Agreement
until payment in full and termination of the Credit and expiration of all
Letters of Credit issued thereunder, unless the Agent shall otherwise consent
in writing, the Borrowers will fully comply with the following provisions:

6.1 FINANCIAL REPORTS AND OTHER DATA.

(a) Quarterly Reports. The Borrowers shall deliver to the Agent
and the Banks within sixty (60) days after the end of each of the
Borrower's fiscal quarters, including without limitation, the fourth
quarter of each fiscal year:

(i) The Borrowers' Profit and Loss Statement and Cash
Flow Statement for such quarter and the Borrower's Balance Sheet
as at the last day of such quarter, all in reasonable detail and
satisfactory in scope to the Agent and certified by each
Borrower's chief financial officer as to the fairness and accuracy
of such financial statements and that the same have been prepared
in accordance with Generally Accepted Accounting Principles
applied on a Consistent Basis; and

40
<PAGE> 46
(ii) a Quarterly Advance Compliance Certificate including
a listing of each Borrower's properties and information on leases,
stating that each Borrower is in compliance with all covenants
made pursuant to the Loan Documents and including a schedule of
computations in reasonable detail demonstrating compliance with
the financial covenants contained in Subsection 6.2 of this
Agreement. Such certificate shall be executed by the chief
financial officer of each Borrower stating that to the best of the
officer's knowledge, such Borrower has kept, observed, performed,
and fulfilled each and every agreement binding on it contained in
the Loan Documents, and is not at the time in default of the
keeping, observance, performance, or fulfillment of any of the
terms, provisions, and conditions thereof, and that none of the
Events of Default or events which upon notice or the lapse of time
or both would constitute Events of Default has occurred (or
specifying all such defaults and events of which officer may have
knowledge and what actions such Borrower is taking or proposes to
take with respect thereto).

(b) Annual Reports. The Borrowers shall annually furnish to the
Agent and the Banks within ninety (90) days after the end of each
fiscal year financial statements of the Borrowers which must be
acceptable to the Agent in the Agent's sole discretion. Such
statements shall include, but not be limited to, a statement of profit
and loss, and reconciliation of surplus statement for such year, and a
balance sheet as of the end of such year, all in reasonable detail and
satisfactory in scope to the Agent. All financial statements shall be
prepared in accordance with Generally Accepted Accounting Principles,
applied on a Consistent Basis, accompanied by an unqualified opinion
of independent certified public accountants of recognized national
standing selected by the Borrowers and satisfactory to the Agent.
Together with each delivery of financial statements as required by
this subsection 6.1(b), the Borrowers shall deliver to the Agent a
certificate of the independent certified accountants stating that in
making the examination necessary to said certification of the
financial statements, they obtained no knowledge of any condition or
event pertaining to financial or accounting matters, of the Borrowers
that constitutes an Event of Default or event which after notice by
the Agent or lapse of time, or both, would constitute an Event of
Default; or if the accountants have obtained knowledge of any Event of
Default or other such event, a statement specifying the nature and
period of existence thereof. In addition, such accountants'
certificate shall state that with respect to the fulfillment of any of
the terms, covenants, provisions, or conditions of the Loan Documents,
other than those relating to financial or accounting matters, they
have obtained no knowledge of any default or Event of Default, or if
the accountants have obtained knowledge of any such default or Event
of Default they shall make disclosure thereof, but the accountants
shall not be liable to the Agent or the Banks for any failure to
obtain knowledge of any default or Event of Default referred to in
this sentence.

41
<PAGE> 47
(c) Additional Data. With reasonable promptness, the Borrowers
will deliver such additional information respecting the business,
operations, and financial condition of any Borrower as the Agent or
any Bank may from time to time reasonably request, including, without
limitation, (i) any and all correspondence with any auditors and/or
regulatory agencies which request changes in or require alterations in
the procedures used in administering or reporting in any Borrower's
operations, (ii) any and all financial statements, reports, notices,
and proxy statements sent or made available by any Borrower to its
security holders, all regular and periodic reports, and all
registration statements and prospectuses filed by any Borrower with
the Securities and Exchange Commission or any governmental authority
succeeding to any of its functions, and (iii) all press releases and
other statements made available generally by any Borrower to the
public concerning material developments in the business of such
Borrower.

(d) Sharing of Financial Information. The Agent and the Banks
are hereby authorized to deliver a copy of any financial statements or
any other information relating to the business operations or financial
condition of any Borrower which may be furnished to them or come to
their attention pursuant to the Loan Documents or otherwise, to any
regulatory body or agency having jurisdiction over Agent or any Bank
or to any Person which shall, or shall have the right or obligation
to, succeed to all or any part of the Agent's or any Bank's interest
in the Loan Documents.

6.2 FINANCIAL COVENANTS OF THE BORROWERS. During the term of the
Credit, the Borrowers will maintain the following financial covenants and such
computations shall be made on a consolidated basis in accordance with Generally
Accepted Accounting Principles applied on a Consistent Basis:

(a) the ratio of Total Liabilities to Tangible Net Worth of the
Borrower at the end of any fiscal quarter shall not be more than 1 to
1.

(b) the ratio of Secured Debt to Total Assets at the end of any
fiscal quarter shall not be more than .40 to 1.

(c) the ratio of Unencumbered Assets to Unencumbered Debt at the
end of any fiscal quarter shall not be less than 1.75 to 1.

(d) the ratio of EBITDA to Interest at the end of any fiscal
quarter shall not be less than 1.75 to 1.

6.3 PAYMENT AND PERFORMANCE OF THE BORROWERS OBLIGATIONS. The
Borrowers will make full and timely payment of the principal of and interest on
the indebtedness owed hereunder. The Borrowers will duly comply with all the
terms and covenants contained in the Loan Documents.

42
<PAGE> 48
6.4 DEPOSITORY ACCOUNT. Until the Note and the other Loan Documents
are paid in full, each Borrower shall maintain a depository account with the
Agent.

6.5 CONDUCT OF BUSINESS; MAINTENANCE OF EXISTENCE. Each Borrower will
do or cause to be done all things necessary to preserve and to keep in full
force and effect its corporate existence and rights and its franchises, trade
names, patents, trademarks, and permits which are necessary for the continuance
of its business; maintain management satisfactory to Required Banks; and
continue to engage principally in the business currently operated by such
Borrower.

6.6 RIGHT OF INSPECTION; DISCUSSIONS. Each Borrower will permit any
person designated by the Agent or any Bank, at such Borrower's expense, to
visit and inspect any of the property, books, records, papers, and financial
reports of such Borrower, including the making of any copies thereof and
abstracts therefrom, and to discuss its affairs, finances, and accounts with
its principal officers, all at such reasonable times and as often as the Agent
or any Bank may reasonably request. Each Borrower will also permit the Agent
or any Bank, or its designated representative, to audit or appraise any of its
assets or financial and business records. Without limiting the foregoing in
any way, each Borrower also agrees to allow the Agent and any Bank or certified
public accountants satisfactory to the Agent or such Bank to review such
Borrower's financial statements, books, and records regarding depreciation and
reserves accounting. Each Borrower further agrees to permit the Agent and the
Banks to review each registration statement and any other offering documents
(including any amendments thereto) (collectively the "Offering Documents")
prepared by such Borrower or at the direction of such Borrower for the purpose
of effecting an offering of an equity interest in such Borrower. The Agent and
each Bank shall have the right to approve any reference to the Agent or such
Bank and to the Credit in such Offering Documents.

6.7 NOTICES. Each Borrower will promptly give notice to the Agent and
the Banks of:

(a) the occurrence of any default or Event of Default (or event
which would constitute a default or Event of Default but for the
requirement that notice be given or time elapse or both) hereunder or
under any other obligation of any Borrower, in which case such notice
shall specify the nature thereof, the period of existence thereof, and
the action that the Borrowers propose to take with respect thereto;

(b) the occurrence of any material casualty to any property of
any Borrower or any other force majeure (including, without
limitation, any strike or other labor disturbance) materially
affecting the operation or value of any Borrower (specifying whether
or not such casualty or force majeure is covered by insurance); and

43
<PAGE> 49
(c) the occurrence of any event of default pursuant to any lease
pledged as Collateral hereunder, or the commencement of any material
litigation, dispute, investigation or proceeding that may involve a
claim for damages, injunctive relief, enforcement of other relief
pending, being instituted, or threatened by, against or involving a
lessee under a lease pledged as Collateral hereunder or any filing or
commencement by or against any such lessee of a petition, case,
proceeding or other action seeking reorganization, arrangement or
readjustment of its debt, or any relief under any existing or future
law relating to bankruptcy, insolvency, reorganization or relief of
debtors, or any adverse change which might impair the conduct of such
lessee's business or might materially affect financially or otherwise
its business, operations, assets, properties, prospects or condition
of which any Borrower has notice or knowledge.

(d) the commencement or any material change in the nature or
status of any litigation, dispute, investigation, or proceeding that
may involve a claim for damages, injunctive relief, enforcement, or
other relief pending, being instituted, or threatened by, against or
involving any Borrower, or any attachment, levy, execution, or other
process being instituted by or against any assets of any Borrower, or
any other adverse change which might impair the conduct of the
business of the Borrowers or might materially affect financially or
otherwise the business, operations, assets, properties, prospects, or
condition of the Borrowers.

6.8 PAYMENT OF TAXES; LIENS. Each Borrower will promptly pay, or
cause to be paid, all taxes, assessments and other governmental charges which
may lawfully be levied or assessed (i) upon the income or profits of such
Borrower, (ii) upon any property, real, personal or mixed, belonging to such
Borrower, or upon any part thereof, or (iii) by reason of employee benefit
plans sponsored by such Borrower, and also any lawful claims for labor,
material, and supplies which, if unpaid, might become a lien or charge against
any such property; provided, however, no Borrower shall be required to pay any
such tax, assessment, charge, levy, or claim so long as the validity thereof
shall be actively contested in good faith by proper proceedings; but provided
further that any such tax, assessment, charge, levy, or claim shall be paid
forthwith upon the commencement of proceedings to foreclose any lien securing
the same.

6.9 MAINTENANCE OF PROPERTY, LEASES. Each Borrower will maintain its
property in good condition and repair and, from time to time, make all
necessary and proper repairs, renewals, replacements, additions and
improvements thereto, so that any business carried on may be properly and
advantageously conducted at all times in accordance with prudent business
management. Each Borrower will maintain all leases on its property and ground
leases to which it is a party in good standing, will perform all of its
obligations thereunder when due, and the Borrowers, in the aggregate, will not
amend, alter, modify, or change the terms of more than ten

44
<PAGE> 50
percent (10%) of the total number of such leases, or terminate, cancel, or
permit any surrender of more than ten percent (10%) of the total number of such
leases (other than because the lease term has expired) without the advance
written approval of the Agent. To the extent that any leases have terminated
by their own terms or because of defaults of the tenants, each Borrower will
replace such leases with leases containing comparable provisions and with
tenants of similar quality, credit and otherwise.

6.10 ERISA BENEFIT PLANS. Each Borrower will comply with all
requirements of ERISA applicable to it and will not materially increase its
liabilities under or violate the terms of any present or future benefit plans
maintained by it without the prior approval of the Agent. Each Borrower will
furnish to the Agent as soon as possible and in any event within 10 days after
the Borrower or a duly appointed administrator of a plan (as defined in ERISA)
knows or has reason to know that any reportable event, funding deficiency, or
prohibited transaction (as defined in ERISA) with respect to any plan has
occurred, a statement of the chief financial officer of such Borrower
describing in reasonable detail such reportable event, funding deficiency, or
prohibited transaction and any action which such Borrower proposes to take with
respect thereof, together with a copy of the notice of such event given to the
Pension Benefit Guaranty Corporation or the Internal Revenue Service or a
statement that said notice will be filed with the annual report of the United
States Department of Labor with respect to such plan if such filing has been
authorized.

6.11 INSURANCE OF PROPERTY. Each Borrower will keep its business
and its Unencumbered Assets insured at all times for full replacement value or
otherwise in amounts acceptable to Agent and all of its other assets insured in
commercially reasonable amounts, all by commercially reasonable insurance
companies against the risks for which provision for such insurance is usually
made by other Persons engaged in a similar business similarly situated
(including without limitation insurance for fire and other hazards and
insurance against liability on account of damage to persons or property and
insurance under all applicable workmen's compensation laws) and to the same
extent thereto and carry such other types and amounts of insurance as are
usually carried by Persons engaged in the same or a similar business similarly
situated, and upon request deliver to the Agent, on behalf of the Banks, a
certificate from the insurer setting forth the nature of the risks covered by
such insurance, the amount carried with respect to each risk, and the name of
the insurer. Each Borrower hereby agrees that any proceeds from such insurance
coverage shall be applied to either (i) repair or rebuild the property for
which such proceeds are being received, (ii) acquire a substantially equivalent
property with a substantially equivalent lease stream of similar credit quality
or (iii) repay any borrowings hereunder.

6.12 TRUE BOOKS. Each Borrower will keep proper and true books of
record and account, reasonably satisfactory to the Agent, in which full, true,
and correct entries will be made of all of its dealings and transactions, and
establish on its books such reserves as may be required by Generally Accepted
Accounting Principles with

45
<PAGE> 51
respect to all taxes, assessments, charges, levies, and claims referred to in
Section 6.8 hereof, and with respect to its business in general, and will
include such reserves in any interim as well as year-end financial statements.

6.13 OBSERVANCE OF LAWS. Each Borrower will conform to and duly
observe all laws, regulations, and other valid requirements of any Governmental
Authority with respect to the conduct of its business, including but not
limited to, applicable ERISA, environmental and transportation laws.

6.14 FURTHER ASSURANCES. At its cost and expense, upon request of
the Agent, each Borrower will duly execute and deliver or cause to be duly
executed and delivered to the Agent, such further instruments or documents and
do and cause to be done such further acts as may be reasonably necessary or
proper in the opinion of the Agent to carry out more effectively the provisions
and purposes of this Agreement.

6.15 CHANGE OF NAME, PRINCIPAL PLACE OF BUSINESS, OFFICE, OR THE
AGENT. Each Borrower will notify the Agent of any change in the name of such
Borrower, the principal place of business of such Borrower, the office where
the books and records of such Borrower are kept, or any change in the
registered agent of such Borrower for the purposes of service of process. No
Borrower will change the chief executive office of such Borrower from Orange
County, Florida, without first notifying the Agent.

6.16 STATUS. CNLR shall at all times comply with all requirements
of applicable laws and regulations necessary to maintain REIT Status. Net I,
Net II, Net III and Net IV shall at all times comply with all requirements of
applicable laws and regulations necessary to maintain Qualified REIT Subsidiary
Status.

6.17 SYNDICATION OF CREDIT. Each Borrower agrees to cooperate
with the Agent in connection with its intended further syndication of the
Credit, such cooperation to include, but not be limited to, attendance by
management personnel of the Borrowers at meetings arranged by the Agent with
representatives of potentially participating commercial lending institutions,
provision of information regarding the Borrower's business operations and
financial condition, and response to questions and inquiries regarding the
Borrowers.

6.18 USE OF PROCEEDS FROM MORTGAGE LOANS. Each Borrower agrees to
use all net proceeds from any mortgage loans hereafter secured to prepay
outstanding Advances hereunder.

SECTION 7. NEGATIVE COVENANTS.

46
<PAGE> 52
The Borrowers covenant and agree that from the date of this Agreement
until payment in full and termination of the Credit and expiration of all
Letters of Credit issued thereunder, the Borrowers will fully comply with the
following provisions:

7.1 LIMITATIONS ON MORTGAGES, LIENS, ETC. No Borrower will, directly
or indirectly, create, incur, assume, or suffer or permit to exist any security
interest, pledge, lien, or other charge or encumbrance (including the lien or
retained security title of a conditional vendor or lessor) upon or with respect
to any Collateral without the prior written consent of all of the Banks except
(a) pursuant to the Loan Documents, (b) except workmen's, materialmen's, or
other like liens arising in the ordinary course of business in respect of
obligations which are not due or which are being contested in good faith, (c)
liens for taxes not yet due or being contested in good faith by appropriate
proceedings, (d) other similar encumbrances incurred in the ordinary course of
business, and not interfering with the ordinary course of the business, (e)
liens or security interests securing other indebtedness so long as the
Borrowers remain in compliance with all terms and conditions of this Agreement
at all times, including but not limited to, the financial covenants contained
in Subsection 6.2 hereof; provided however, that such liens or security
interests shall be of equal priority and pari passu with the liens and security
interests of the Banks hereunder pursuant to the provisions of an intercreditor
agreement or similar arrangement in form and substance satisfactory to the
Agent and all of the Banks in their reasonable discretion and (f) mortgages on
those properties listed on Schedule I hereto and in the Amended Letter
Agreement.

7.2 NO GUARANTIES. No Borrower will, directly or indirectly,
guarantee, assume, endorse, become a surety or accommodation party for, or
otherwise in any way extend credit or become responsible for or remain liable
or contingently liable in connection with any indebtedness or other obligations
of any other Person or entity without the prior written consent of Required
Banks except guaranties and endorsements made in connection with the deposit of
negotiable instruments and other items for collection or credit in the ordinary
course of business and except in the ordinary course of acquiring properties so
long as no material effect on the operation or value of Borrowers results
therefrom.

7.3 MERGER, SALE OF ASSETS, DISSOLUTION, ETC. No Borrower will,
directly or indirectly, (a) enter into any transaction of merger or
consolidation; or (b) allow any change in control of any Borrower; or (c)
transfer, sell, assign, lease, or otherwise dispose of all or a substantial
part of its properties or assets; or (d) transfer, sell, assign, lease, convey,
or otherwise dispose of any of its real property (including but not limited to
the property giving rise to the Collateral), except that a Borrower may, so
long as there exists no Event of Default or circumstance which with the giving
of notice or passage of time would become an Event of Default, sell real
property in the ordinary course of business to bona fide unrelated third
parties, which either is replaced with substantially equivalent properties with
substantially equivalent lease streams of similar credit quality, or for which
the sale is a cash sale and the proceeds

47
<PAGE> 53
of which, net only of reasonable seller's closing costs, are applied by the
Borrowers as a prepayment of the Revolving Credit Facility; or (e) change the
nature of its business; or (f) invest in, transfer any assets to, or do
business through any subsidiary except wholly-owned subsidiaries engaged in the
same business as the Borrower which agree to become borrowers hereunder upon
formation; or (g) wind up, liquidate, or dissolve itself or its business; or
(h) agree to any of the foregoing. Notwithstanding the foregoing, no consent
of Agent or the Banks shall be required for a merger between CNLR and CNL
Realty Advisors, Inc., a Florida corporation, so long as CNLR is the survivor
of such merger and no Event of Default results from such merger.

7.4 LIMITATIONS ON LOANS, ADVANCES, AND INVESTMENTS. No Borrower
will, directly or indirectly, make or have outstanding a loan or advance to or
an investment in, all or a substantial part of the assets or properties of, or
own or acquire stock or other securities of, any Person, except (a) stock or
other securities received in settlement of a debt that was created in the
ordinary course of business, (b) travel advances in the ordinary course of
business to its officers and employees, (c) readily marketable securities
issued by the United States of America, and (d) certificates of deposit or
repurchase agreements of a Bank or of any other financial institution of
comparable standing; (e) investments in wholly owned subsidiaries engaged in
the same business as the Borrower which agree to become borrowers hereunder
upon formation; or (f) notes and mortgages in favor of the Borrower which
secure the obligation of seller under a property acquisition contract to refund
an earnest money deposit or portion thereof.

7.5 REGULATION U. No Borrower will permit any part of the proceeds of
the Credit to be used to purchase or carry or to reduce or retire any loan
incurred to purchase or carry, any margin stock (within the meaning of
Regulation U of the Board of Governors of the Federal Reserve System) or to
extend credit to others for the purpose of purchasing or carrying any such
margin stock, or to be used for any other purpose which violates, or which
would be inconsistent with, the provisions of Regulation U or other applicable
regulation. Each Borrower covenants that it is not engaged and will not become
engaged as one of its principal or important activities in extending credit for
the purpose of purchasing or carrying such margin stock. If requested by the
Agent, each Borrower will furnish to the Agent in connection with any loan or
loans hereunder, a statement in conformity with the requirements of Federal
Reserve Form U-1 referred to in said Regulation. In addition, each Borrower
covenants that no part of the proceeds of the Credit will be used for the
purchase of commodity future contracts (or margins therefor for short sales)
for any commodity not required for the normal raw material inventory of such
Borrower.

7.6 INSIDER TRANSACTIONS. No Borrower will, directly or indirectly,
purchase, acquire or lease any property or asset from, or sell, dispose of or
lease any property or assets to, or otherwise deal with, in the ordinary course
of business or otherwise, (i) any stockholder or (ii) any other related entity,
except upon terms and conditions not less favorable to such Borrower than if no
such relationship existed and upon

48
<PAGE> 54
approval thereof by the independent members of such Borrower's board of
directors, or except for transactions of which the Agent has been notified in
writing by such Borrower and Required Banks have consented thereto, which
consent will not be unreasonably withheld.

7.7 CHANGES IN GOVERNING DOCUMENTS, ACCOUNTING METHODS, FISCAL YEAR.
No Borrower will amend in any respect its articles of incorporation or bylaws
from that in existence on the date of this Agreement or change its accounting
methods or practices, its depreciation or amortization policy or rates, or its
fiscal year end from that in existence as of the date of the financial
statements provided to the Agent pursuant to Section 6.1 hereof, except as
required to comply with law or with Generally Accepted Accounting Principles or
except as consented to in writing by the Agent, which consent shall not be
unreasonably withheld.

7.8 MANAGEMENT. Prior to receipt of an Investment Grade Rating by
CNLR, no Borrower will directly or indirectly permit a material change in the
senior management of such Borrower. For purposes of this Section, senior
management of each of the Borrowers shall be deemed to include the current
Chairman of the Board and Chief Executive Officer, Vice Chairman of the Board,
President and Chief Financial Officer of CNLR.

SECTION 8. EVENTS OF DEFAULT.

It shall be an Event of Default under the Credit if:

8.1 PAYMENT OF OBLIGATIONS TO THE BANKS. Any Borrower fails to make
payment of any principal, interest, or other amount due on any indebtedness
owed the Agent or the Banks hereunder, or fails to make any other payment to
the Agent or the Banks as contemplated hereunder either by the terms hereof or
otherwise.

8.2 REPRESENTATION OR WARRANTY. Any representation or warranty made
or deemed made by any Borrower herein or in any writing furnished in connection
with or pursuant to the loan application and loan commitment for the Credit or
in connection with or pursuant to the Loan Documents shall be false in any
material adverse respect on the date when made or when deemed made.

8.3 COVENANTS. Any Borrower defaults in the performance or observance
of or breaches any agreement, covenant, term, or condition binding on it
contained in the Loan Documents.

8.4 ANY BORROWER'S LIQUIDATION; DISSOLUTION; BANKRUPTCY; ETC. Any
liquidation or dissolution of any Borrower, suspension of the business of any
Borrower, or the filing or commencement by any Borrower of a voluntary
petition, case, proceeding, or other action seeking reorganization,
arrangement, readjustment of its debts; or

49
<PAGE> 55
commencement of an involuntary petition, case, proceeding or other action
against Borrowers seeking reorganization, arrangement or readjustment of its
debts, which is not vacated, discharged, stayed, bonded or dismissed within 60
days of its commencement; or the entry of an order for relief under any
existing or future law of any jurisdiction, domestic or foreign, state or
federal, relating to bankruptcy, insolvency, reorganization or relief of
debtors, or any other action of any Borrower indicating its consent to,
approval of, or acquiescence in, any such petition, case, proceeding, or other
action seeking to have an order for relief entered with respect to it or its
debts; the application by any Borrower for, or the appointment, by consent or
acquiescence of, a receiver, trustee, custodian, or other similar official for
any Borrower or for all or a substantial part of its property; the making by
any Borrower of an assignment for the benefit of creditors; or the inability of
any Borrower or the admission by any Borrower in writing of its inability to
pay its debts as they mature.

8.5 ORDER OF DISSOLUTION. Any order is entered in any proceedings
against any Borrower decreeing the dissolution or split-up of such Borrower,
and such order remains in effect for more than sixty (60) days.

8.6 REPORTS AND CERTIFICATES. Any report, certificate, financial
statement, or other instrument delivered to the Agent or the Banks by any
Borrower is at any time false or misleading in any material adverse respect.

8.7 JUDGMENTS. The rendition of a final judgment against any
Borrower for the payment of damages or money in excess of Two Hundred Fifty
Thousand Dollars ($250,000.00) if the same is not discharged, bonded off or
transferred to other security or if a writ of execution or similar process is
issued with respect thereto and is not stayed within the time allowed by law
for filing notice of appeal of the final judgment.

8.8 LIENS IMPOSED BY LAW. The violation of any law or any act or
omission by any Borrower that results in the imposition of a lien by operation
of law on any of its property, if the lien is not discharged, bonded off or
transferred to other security within sixty (60) days after it has attached and
if the lien relates to a claim for the payment of damages or money in excess of
Two Hundred Fifty Thousand Dollars ($250,000.00).

8.9 CORPORATE EXISTENCE. Any act or omission (formal or informal) of
any Borrower or its officers, directors, shareholders, or partners leading to,
or resulting in, the termination, invalidation (partial or total), revocation,
suspension, interruption, or unenforceability of its existence, or the transfer
or disposition (whether by sale, lease, or otherwise) to any Person of all or a
substantial part of its property.

8.10 INVALIDITY OF SECURITY INTEREST AND LIENS. For any reason after
the execution and delivery thereof, any document delivered pursuant hereto that
creates, or was intended to create, a security interest or to provide
collateral security for

50
<PAGE> 56
indebtedness created hereunder ceases to be in full force and effect or the
liens intended to be created thereby cease to be or are not valid and perfected
first priority liens contemplated thereby and the failure by any Borrower to
cure such failure within a period of thirty (30) days.

THEN (i) upon the occurrence of any Event of Default described in
the foregoing Subsections 8.4 or 8.5, the unpaid principal amount of and
accrued interest on the Credit and all other obligations under the Loan
Documents shall automatically become immediately due and payable, without
presentment, demand, protest, or other requirement of any kind, all of which
are expressly waived by each Borrower and the commitments of each Bank to make
Advances hereunder and the obligation of the Issuing Bank to issue Letters of
Credit hereunder shall thereupon terminate; and (ii) upon the occurrence and
during the continuance of any other Event of Default: (a) the Agent shall, upon
the written request or with the written consent of the Required Banks take any
one or more of the following actions: (1) declare all or any portion of the
amounts described in (i) to be, and the same shall forthwith become,
immediately due and payable, without presentment, demand, protest, or other
requirement of any kind, all of which are expressly waived by each Borrower,
and (2) declare all commitments to make Advances hereunder and the obligation
of the Issuing Bank to issue Letters of Credit hereunder to be terminated, and
(b) any Bank may give notice to the Borrowers and the Agent terminating its
commitment to make further Advances hereunder. In any case the Borrowers shall
be required to pay to the Agent a sum equal to the maximum amount available
under any Letters of Credit, which sum the Agent will hold for reimbursement of
any amounts drawn under Letters of Credit and the Issuing Bank may terminate
any Letters of Credit providing for such termination by sending a notice of
termination as provided therein. The Agent may immediately proceed to do all
other things provided for by law or the Loan Documents to enforce the rights of
the Agent, the Issuing Bank, and the Banks hereunder and to collect all amounts
owing to the Agent, the Issuing Bank, and the Banks by the Borrowers. Without
limiting the foregoing in any way, upon any Event of Default, the Agent and the
Banks shall be entitled to the appointment of a receiver to take charge of the
Collateral and each Borrower hereby waives any objection to the appointment of
a receiver. No right, power, or remedy conferred upon the Agent, the Issuing
Bank, or the Banks by the Loan Documents shall be exclusive of any other right,
power, or remedy referred to therein or now or hereafter available at law or in
equity. Notwithstanding the foregoing, an Event of Default under subsection
8.3, 8.6, 8.7 or 8.8 above shall not be deemed to have occurred if the matter
described therein is cured within thirty (30) days after written notice thereof
has been given by the Agent to the Borrowers, an Event of Default under
subsections 8.1 or 8.2 above shall not be deemed to have occurred if the matter
described therein is cured within five (5) days after written notice thereof
has been given by the Agent to the Borrowers.

SECTION 9. THE AGENT

51
<PAGE> 57
9.1 APPOINTMENT, AUTHORIZATION, AND ACTION.

(a) Each Bank hereby irrevocably appoints and authorizes the
Agent to act as its agent hereunder and take such action on its behalf and to
exercise such powers and discretion under this Agreement and the other Loan
Documents as are delegated to the Agent by the terms hereof, together with such
powers as are reasonably incidental thereto. The relationship between the
Agent and each Bank is and shall be that of agent and principal only and
nothing herein or in any of the other Loan Documents shall be construed to
constitute the Agent a trustee for any Bank or to establish a fiduciary
relationship with any Bank or impose on the Agent any duties, responsibilities,
or obligations other than those expressly set forth in this Agreement or the
other Loan Documents.

(b) The Agent shall be entitled to use its discretion with
respect to exercising or refraining from exercising any rights or taking any
actions which may be vested in it or which it may be able to take under or in
respect of this Agreement and the other Loan Documents, unless this Agreement
expressly otherwise provides or unless the Agent shall have been instructed by
the Required Banks to exercise or refrain from exercising such rights or taking
such actions (in which case it shall be required to so act or refrain from
acting pursuant to the directions of the Required Banks); provided, however,
that the Agent shall not be required to take any action or refrain from acting
in any manner which in its judgment exposes the Agent to personal liability or
which is contrary to this Agreement or applicable law. The Agent agrees to
give to each Bank prompt notice of each notice given to it by any Borrower
pursuant to the terms of this Agreement.

9.2 DELEGATION OF DUTIES. The Agent may execute any of its duties
under this Agreement and the other Loan Documents by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. The Agent shall not be responsible for the
negligence or misconduct of any agents or attorneys-in-fact selected by the
Agent with reasonable care.

9.3 EXCULPATORY PROVISIONS. Neither the Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact, subsidiaries or
affiliates shall be (a) liable for any action lawfully taken or omitted to be
taken by it or such Person under or in connection with this Agreement or the
other Loan Documents (except for actions occasioned solely by its or such
Person's own bad faith, gross negligence or willful misconduct), or (b)
responsible in any manner to any of the Banks for any recitals, statements,
representations, or warranties made by any Borrower or any officer thereof
contained in this Agreement or the other Loan Documents or in any certificate,
report, statement, or other document referred to or provided for in, or
received by the Agent under or in connection with, this Agreement or the other
Loan Documents or for the value, validity, effectiveness, genuineness,
enforceability, or sufficiency of this Agreement or the other Loan Documents or
for any failure of any Borrower to perform its obligations hereunder or
thereunder. The Agent shall not be under any obligation

52
<PAGE> 58
to any Bank to ascertain or to inquire as to the observance or performance of
any of the agreements contained in, or conditions of, this Agreement, or to
inspect the properties, books, or records of any Borrower.

9.4 RELIANCE BY THE AGENT. The Agent shall be entitled to rely, and
shall be fully protected in relying, upon any note, writing, resolution,
notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy,
telex, or teletype message, statement, order or other document or conversation
believed by it to be genuine and correct, and to have been signed, sent, or
made by the proper Person or Persons, and upon advice and statements of legal
counsel (including without limitation, counsel to any Borrower), independent
accountants, and other experts selected by the Agent. The Agent may deem and
treat the payee of any Note as the owner thereof for all purposes unless such
Note shall have been transferred in accordance with Section 11.4 hereof. The
Agent shall be fully justified in failing or refusing to take any action under
this Agreement and the other Loan Documents unless it shall first receive such
advice or concurrence of the Required Banks (or, when expressly required hereby
or by the relevant other Loan Document, all the Banks) as it deems appropriate
and it shall first be indemnified to its satisfaction by the Banks against any
and all liability and expense which may be incurred by it by reason of taking
or continuing to take any such action except for liabilities arising solely
from its own gross negligence or willful misconduct. The Agent shall in all
cases be fully protected in acting, or in refraining from acting, under this
Agreement and the other Loan Documents in accordance with a request of the
Required Banks (or, when expressly required hereby, all the Banks), and such
request and any action taken or failure to act pursuant thereto shall be
binding upon all the Banks and all future holders of the Note.

9.5 AGENT AND AFFILIATES. With respect to its Revolving Credit
Commitment and the Advances made by it, the Agent shall have the same rights
and powers under the Loan Documents as any other Bank and may exercise the same
as though it were not the Agent; and the term "Bank" or "Banks" shall, unless
otherwise indicated, include the Agent in its individual capacity. The Agent
and its affiliates may (without having to account therefor to any Bank) accept
deposits from, lend money to, act as trustee under indentures of, accept
investment banking engagements from, and generally engage in any kind of
business with, any Borrower, and any Person who may do business with or own
securities of any Borrower all as if it were not the Agent. The Agent and its
affiliates may accept fees and other consideration from any Borrower for
services in connection with this Agreement or otherwise without having to
account for the same to the Banks.

9.6 NOTICE OF DEFAULT. The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Event of Default hereunder unless
it has received written notice or telephonic notice confirmed immediately in
writing from a Bank or any Borrower referring to this Agreement, describing
such Event of Default and stating that such notice is a "notice of default".
In the event that the Agent receives such a notice, it shall promptly give
notice thereof to the Banks. The Agent shall take such

53
<PAGE> 59
action with respect to such Event of Default as shall be reasonably directed by
the Required Banks; provided that unless and until the Agent shall have
received such directions, the Agent may (but shall not be obligated to) take
such action, or refrain from taking such action, with respect to such Event of
Default as it shall deem advisable in the best interests of the Banks.

9.7 NON-RELIANCE ON THE AGENT AND OTHER LENDERS. Each Bank expressly
acknowledges that neither the Agent nor any of its respective officers,
directors, employees, agents, attorneys-in-fact, subsidiaries or affiliates has
made any representations or warranties to it and that no act by the Agent
hereinafter taken, including any review of the affairs of any Borrower, shall
be deemed to constitute any representation or warranty by the Agent to any
Bank. Each Bank represents to the Agent that it has, independently and without
reliance upon the Agent or any other Bank, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other
condition and creditworthiness of the Borrowers, and made its own decision to
enter into this Agreement. Each Bank also represents that it will,
independently and without reliance upon the Agent or any other Bank, and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals, and decisions in taking
or not taking action under this Agreement and the other Loan Documents, and to
make such investigation as it deems necessary to inform itself as to the
business, operations, property, financial and other condition and
creditworthiness of the Borrowers. Except for notices, reports, and other
documents expressly required to be furnished to the Banks by the Agent
hereunder or by the other Loan Documents, the Agent shall not have any duty or
responsibility to provide any bank with any credit or other information
concerning the business, operations, property, financial, and other condition
or creditworthiness of the Borrowers which may come into the possession of the
Agent or any of its respective officers, directors, employees, agents,
attorneys-in-fact, subsidiaries, or affiliates.

9.8 ENFORCEMENT BY THE AGENT. All rights of action under this
Agreement and the other Loan Documents and all rights to any Collateral
hereunder may be enforced by the Agent and any suit or proceeding instituted by
the Agent in furtherance of such enforcement may be brought in its name as the
Agent without the necessity of joining any Banks as plaintiffs or defendants,
and the recovery of any judgment shall be for the benefit of the Banks, subject
to the expenses of the Agent. Unless otherwise permitted by the Required
Banks, no Bank (other than the Agent) shall attempt to enforce any rights of
action under this Agreement and the other Loan Documents or the rights to any
Collateral.

9.9 INDEMNIFICATION. The Banks agree to indemnify the Agent in its
capacity as such and to the extent not promptly reimbursed by the Borrowers and
without limiting the obligations of the Borrowers to do so, ratably according
to the respective principal amounts of the Advances then owing to each of them
(or if no Advances are

54
<PAGE> 60
at the time outstanding, ratably according to the respective amounts of their
Revolving Credit Commitments), from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses, or disbursements or any kind or nature whatsoever that may be imposed
on, incurred by, or asserted against the Agent in any way relating to or
arising out of this Agreement or any other Loan Documents or the transactions
contemplated thereby, or any action taken or omitted by the Agent in connection
therewith (including, without limitation, the costs and expenses payable by the
Borrowers under Subsection 11.2); provided, however, that no Bank shall be
liable for any of the foregoing to the extent they arise from the Agent's gross
negligence, bad faith or willful misconduct. Without limiting the foregoing,
each Bank agrees to reimburse the Agent promptly upon demand for such Bank's
ratable share of any costs and expenses payable by the Borrowers under Section
11.2, to the extent that the Agent is not promptly reimbursed for such costs
and expenses by the Borrowers. The agreements contained in this Subsection
shall survive the repayment of the Advances and termination of the facilities
hereunder.

9.10 FAILURE TO ACT. Except for actions expressly required of the
Agent hereunder and under the other Loan Documents, the Agent shall in all
cases be fully justified in failing or refusing to act hereunder and thereunder
unless it shall receive further assurances to its satisfaction from the Banks
of their indemnification obligations hereunder against any and all liability
and expense which may be incurred by it by reason of taking or continuing to
take any such action.

9.11 SUCCESSOR AGENT. Subject to the appointment and acceptance
of a successor as provided below, the Agent may resign at any time by giving
written notice thereof to the Banks and the Borrowers. Upon any such
resignation and after consultation with the Borrowers, the Required Banks shall
have the right to appoint a successor Agent. If no successor Agent shall have
been so appointed by the Required 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, and after
consultation with the Borrowers, appoint a successor Agent, which shall be a
commercial bank organized under the laws of the United States of America or of
any State thereof and having a combined capital and surplus of at least
$500,000,000.00. Upon the acceptance of any appointment as the Agent hereunder
by a successor Agent, such successor Agent shall thereupon succeed to and
become vested with all the rights, powers, discretion, privileges, and duties
of the retiring Agent, and the retiring Agent shall be discharged from its
duties and obligations under the Loan Documents. After any retiring Agent's
resignation hereunder as the Agent, the provisions of this Section shall inure
to its benefit as to any actions taken or omitted to be taken by its while it
was the Agent under this Agreement.

SECTION 10. INDEMNIFICATION BY BORROWERS.

55
<PAGE> 61
The Borrowers hereby jointly and severally agree to indemnify the
Agent, the Issuing Bank, and each Bank and their respective officers,
directors, employees, and agents (individually an "Indemnified Party" and
collectively the "Indemnified Parties") against and agrees to hold the
Indemnified Parties harmless from, any and all liabilities, losses, claims,
damages, and expenses (including reasonable counsel fees and expenses) of any
kind whatsoever arising out of, or in any way connected with, or as a result of
(a) the transactions contemplated in the Loan Documents, (b) the use of
proceeds of the Credit, (c) the execution and delivery of any subsequent credit
documentation or other document contemplated hereby or thereby by the parties
hereto or the performance of their respective obligations hereunder or
thereunder or (d) any claim, action, suit, investigation, or proceeding
relating to the foregoing or to any Borrower whether or not the Indemnified
Party is a party thereto; provided that in no event shall any Borrower be
liable for indemnity hereunder by reason of any act or omission caused by the
bad faith, gross negligence, or willful misconduct of any Indemnified Party.
The foregoing indemnity shall be effective regardless of any investigation made
by or on behalf of the Agent, the Issuing Bank, any Bank, or any Borrower.

SECTION 11. MISCELLANEOUS.

11.1 COURSE OF DEALING; AMENDMENTS; WAIVER. No course of dealing
between the parties hereto shall be effective to amend, modify, or change any
provision of this Agreement or any other Loan Document. No amendment or waiver
of any provision of this Agreement or any other Loan Document, nor consent to
any departure by the Borrowers therefrom, shall in any event be effective
unless the same shall be in writing and signed by all of the Banks, unless
otherwise specifically provided, and each such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given; including, without limitation, any amendment, waiver, or consent which
shall, unless otherwise specifically provided, do any of the following: (i)
increase the Revolving Credit Commitment of any Bank or subject the Banks to
any increased or additional obligations under the Loan Documents; (ii) reduce
the principal of, or interest on, the Advances, or any fees or other amounts
payable hereunder; (iii) postpone any date for any payment of principal of, or
interest on, the Advances, or any fees, or extend the Revolving Credit Maturity
Date; (iv) amend this Subsection or change the amount of Revolving Credit
Commitments, unpaid Advance amounts, or number of Banks required for the Banks
or any of them to take action hereunder; or (v) release all or substantially
all of any Collateral or permit additional encumbrances thereon, other than as
may be expressly permitted in this Agreement or the other Loan Documents; and
provided further, that no amendment, waiver, or consent shall, unless in
writing and signed by the Agent in addition to the Banks required to take such
action, affect the rights or duties of the Agent under this Agreement.
Notwithstanding anything in this Agreement to the contrary, the Banks hereby
authorize the Agent, in its sole discretion, to take all actions necessary,
including, without limitation, amending the Loan Documents, to increase the

56
<PAGE> 62
Aggregate Revolving Credit Commitment to $225,000,000.00 by further syndication
of the Credit by the Agent.

11.2 PAYMENT OF EXPENSES, INCLUDING ATTORNEYS' FEES AND TAXES.
The Borrowers agree (a) to pay or reimburse the Agent, the Issuing Bank, and
each Bank for all of their reasonable and customary out-of-pocket costs and
expenses incurred in connection with the preparation, negotiation, execution,
and delivery of, and any amendment, supplement, or modification to, or waiver
or consent under, the Loan Documents, and the consummation of the transactions
contemplated thereby, including, without limitation, the reasonable and
customary fees and disbursements of counsel for the Agent, the Issuing Bank,
and each Bank, taxes, and all recording or filing fees, (b) to pay or reimburse
the Agent, the Issuing Bank, and each Bank for all of their costs and expenses
incurred in connection with the administration, supervision, collection, or
enforcement of, or the preservation of any rights under, the Loan Documents or
the Letters of Credit, including, without limitation, the fees and
disbursements of counsel for the Agent, the Issuing Bank, and the Banks,
including attorneys' fees out of court, in trial, on appeal, in bankruptcy
proceedings, or otherwise, (c) without limiting the generality of provision (a)
hereof, to pay or reimburse the Agent, the Issuing Bank, and the Banks for, and
indemnify and hold the Agent, the Issuing Bank, and the Banks harmless against
liability for, any and all documentary stamp taxes, annual and non-recurring
intangible taxes, or other taxes, together with any interest, penalties, or
other liabilities in connection therewith, that the Agent, the Issuing Bank, or
any Bank now or hereafter determines are payable with respect to the Loan
Documents, the obligations evidenced by the Loan Documents, any Advances, the
Letters of Credit, and any guaranties or mortgages or other security
instruments, and (d) to pay, indemnify, and hold the Agent, the Issuing Bank,
and the Banks harmless from and against any and all other liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses, or disbursements of any kind or nature whatsoever with respect to the
execution, delivery, enforcement, performance, and administration of the Loan
Documents or the Letters of Credit. The agreements in this Subsection shall
survive repayment of all other amounts payable hereunder or pursuant hereto,
now or in the future, and shall be secured by the Collateral.

11.3 SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon
and inure to the benefit of the Agent, each Bank, each Borrower, and their
respective successors and permitted assignees or transferees.

11.4 ASSIGNMENTS AND PARTICIPATIONS.

(a) No Borrower may assign or transfer any of its rights or
obligations under this Agreement without the prior written consent of each
Bank.

(b) Each Bank may assign to one or more banks or other
entities all or a portion of its rights and obligations under this Agreement
(including, without

57
<PAGE> 63
limitation, all or a portion of its Revolving Credit Commitment and the
Advances owing to it; provided, however, that (i) the assignment shall be of a
uniform, and not a varying, percentage of all of the assigning the Bank's
rights and obligations under and in respect of the facility being assigned;
(ii) the amount of the Revolving Credit Commitment being assigned pursuant to
the assignment (determined as of the date of the assignment) shall not be less
than Five Million Dollars ($5,000,000.00) and shall be an integral multiple of
One Million Dollars ($1,000,000.00); (iii) the Borrowers and the Agent shall
consent to the assignment, which consent, in either case, shall not be
unreasonably withheld (except that no consent by the Borrowers or the Agent
shall be required in the case of any assignment to another Bank and no consent
by the Borrowers shall be required after an Event of Default shall have
occurred and be continuing); and (iv) the parties to the assignment shall
execute and deliver to the Agent an Assignment and Acceptance in the form
attached hereto as Exhibit "G", together with an assignment fee of $2,500.00.

(c) By executing and delivering an Assignment and Acceptance, the
assigning Bank thereunder and the assignee thereunder confirm to and agree with
each other and the other parties hereto as follows:

(i) other than the representation and warranty that it is
the legal and beneficial owner of the interest being assigned thereby free and
clear of any adverse claim, such assigning Bank makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties, or representations made in or in connection with this Agreement or
the execution, legality, validity, enforceability, genuineness, sufficiency, or
value of this Agreement or any other instrument or document furnished pursuant
hereto;

(ii) such assigning Bank makes no representation or
warranty and assumes no responsibility with respect to the financial condition
of the Borrowers or the performance or observance by any Borrower of any of its
obligations or any other instrument or document furnished pursuant hereto;

(iii) such assignee confirms that it has received a copy of
this Agreement, together with copies of the financial statements referred to in
Section 6.1 and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance;

(iv) such assignee will, independently and without
reliance upon the Agent, such assigning Bank or any other Bank, and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement;

(v) such assignee appoints and authorizes the Agent to
take such action as the Agent on its behalf and to exercise such powers under
this Agreement and the other Loan Documents as are delegated to the Agent by
the terms

58
<PAGE> 64
hereof and thereof, together with such powers as are reasonably incidental
thereto; and

(vi) such assignee agrees that it will perform in
accordance with their terms all of the obligations which by the terms of this
Agreement are required to be performed by it as a Bank.

(d) Each Bank may sell participations to one or more banks or
other entities in all or a portion of its rights and obligations under this
Agreement (including, without limitation, all or a portion of its Revolving
Credit Commitment and the Advances owing to it); provided, however, that (i)
each such participation shall be in an amount not less than Five Million
Dollars ($5,000,000.00); (ii) the Bank's obligations under this Agreement
(including, without limitation, its Revolving Credit Commitment) shall remain
unchanged; (iii) the Bank shall remain solely responsible to the other parties
hereto for the performance of such obligations; (iv) the Borrowers, the Agent,
and the other Banks shall continue to deal solely and directly with the Bank in
connection with the Bank's rights and obligations under this Agreement; and (v)
the Bank may not agree with the participant to require the participant's
consent or permit the participant to vote on whether to take or refrain from
taking any action or to approve any amendment or waiver of any provision of any
Loan Document, or any consent or any departure by any party therefrom, except
that the Bank may agree with the participant that the Bank will not, without
the consent or vote of the participant, agree to (1) increase the Revolving
Credit Commitment of such Bank or subject such Bank to any additional
obligations; (2) extend any revolving credit or line of credit termination or
conversion date affecting the Bank; (3) reduce the principal of, or interest
on, the Advances payable to the Bank or any fees or other amounts payable to
the Bank; (4) postpone any date for any payment of principal of, or interest
on, the Advances payable to the Bank or any fees or other amounts payable to
the Bank; or (5) release all or substantially all of the Collateral; in each
case if the rights of the participant are or would be affected thereby.

(e) Notwithstanding any of the foregoing to the contrary,
nothing herein is intended to prohibit the assigning, discounting, or pledging
of all or any portion of a Bank's interest in the Advances or the Note to any
Federal Reserve Bank as collateral security pursuant to regulations of the
Board of Governors of the Federal Reserve System and any Operating Circular
issued by such Federal Reserve Bank, and such Advances or interest in the Note
shall be fully transferrable as provided therein. No such assignment shall
release the assigning Bank from its obligations hereunder.

(f) The Borrowers agree that any participants shall have
the same rights of set-off against the Borrowers as granted the Banks in
Subsection 11.6 hereof. Upon the written request of the Borrowers, the Banks
will advise the Borrowers of the names of any participants and the extent of
their interest herein.

11.5 CONFIDENTIAL INFORMATION.

59
<PAGE> 65
(a) The Agent and the Banks shall exercise their good faith
efforts not to make any public disclosure of confidential information obtained
pursuant to the Loan Documents; provided, that the foregoing shall not be
construed to, now or in the future, apply to any information reflected in any
recorded document, information obtained from sources other than the Borrowers,
or otherwise in the public domain nor shall it be construed to prevent the
Agent or any Bank from (i) making any disclosure of any information (A) if
required to do so by any applicable law or regulation or accepted banking
practice, (B) to any governmental agency or regulatory body having or claiming
authority to regulate or oversee any aspect of the Agent's or such Bank's
business or any of its subsidiaries or affiliates in connection with the
exercise of such authority or claimed authority, (C) pursuant to subpoena, (D)
to the extent the Agent or such Bank or their respective counsel deems
necessary or appropriate to do so to effect or preserve the Collateral or to
enforce any remedy provided for in the Loan Documents or otherwise available by
law, (ii) subject to the immediately succeeding sentence, making such
disclosures as such Bank reasonably deems necessary or appropriate to any bank
or financial institution (and/or counsel thereto) which is a prospective
assignee or participant under Subsection 11.4 (each such bank or financial
institution, a "Prospective Bank") or (iii) making, on a confidential basis,
such disclosures as the Agent or such Bank deems necessary or appropriate to
the Agent's or such Bank's counsel or accountants (including outside auditors).

(b) Each Bank agrees that prior to (a) disclosing to any
Prospective Bank any information which the Banks have agreed hereunder to hold
as confidential or (b) entering into an agreement granting to a Prospective
Bank an interest in the Advances, the applicable Bank shall make a good faith
effort to obtain an agreement executed by such Prospective Bank in form and
substance similar to the provisions of this Subsection; provided, that in no
event shall such Bank or the Agent be liable for any breach of such agreement
by the Prospective Bank.

11.6 LIENS; SET-OFF. Each Borrower hereby grants to the Agent and
the Banks (including any Banks added at a later time) a continuing lien to
secure all indebtedness of the Borrowers to the Agent and the Banks created
hereunder or pursuant to the Loan Documents upon any and all monies,
securities, and other property of such Borrower and the proceeds thereof, now
or hereafter held or received by or in transit to, the Agent or any Bank from
or for the Borrowers, and also upon any and all deposits (general or special)
and credits of the Borrowers, if any, at the Agent or any Bank, at any time
existing. Upon the occurrence of any Event of Default, the Agent, and the
Banks are hereby authorized at any time and from time to time, without notice
to such Borrower, to set off, appropriate, and apply any or all items
hereinabove referred to against indebtedness of the Borrowers owed to the Agent
or the Banks under the Loan Documents, whether now existing or hereafter
arising. The Agent or any Bank shall be deemed to have exercised such right of
set-off and to have made a charge against such items immediately upon the
occurrence of such Event of Default although made or entered on its books
subsequent thereof. Notwithstanding the foregoing, any Bank exercising any
right to set-off hereunder shall promptly thereafter

60
<PAGE> 66
deliver to the Agent and the Borrowers a written notice thereof, provided that
any failure to deliver such notice shall not, in any event, limit such Bank's
or any other Bank's right of set-off hereunder.

11.7 NOTICES. Unless otherwise specifically provided herein, any
notice or other communication herein required or permitted to be given shall be
in writing and may be personally served, telecopied, telexed, or sent by United
States mail or courier service and shall be deemed to have been given when
delivered in person, receipt of telecopy or telex or four Business Days after
depositing it in the United States mail, registered or certified, with postage
prepaid and properly addressed. For the purposes hereof, the addresses of the
parties hereto (until notice of a change thereof is delivered as provided in
this Subsection 11.7) shall be as set forth under each party's name on the
signature pages hereof.

11.8 WAIVER OF DEFAULT. The Banks may, in accordance with the
provisions of Subsection 11.1, by written notice to the Borrowers, at any time
and from time to time, waive any Event of Default and its consequences, or any
default in the performance or observance of any condition, covenant, or other
term hereof and its consequences. Any such waiver shall be for such period and
subject to such conditions as shall be specified in any such notice. In the
case of any such waiver, the Borrowers and the Banks shall be restored to their
former positions prior to such Event of Default or default and shall have the
same rights as they had thereto, and any Event of Default or default so waived
shall be deemed to be cured and not continuing; but no such waiver shall extend
to any subsequent or other Event of Default or default, or impair any right
consequent thereto.

11.9 NO WAIVER; CUMULATIVE REMEDIES. No omission or failure of
the Agent or the Banks to exercise and no delay in exercising by the Agent or
the Banks of any power, or privilege, shall operate as a waiver thereof or be
construed to be a waiver thereof; nor shall any single or partial exercise of
any right, power, or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, power, or privilege. The rights
and remedies provided in the Loan Documents are cumulative and not exclusive of
any rights or remedies provided by law, and the warranties, representations,
covenants, and agreements made therein shall be cumulative, except in the case
of irreconcilable inconsistency, in which case the provisions of this Agreement
shall control.

11.10 VENUE AND JURISDICTION. In any litigation in connection with
or to enforce this Agreement or any of the other Loan Documents, each Borrower
irrevocably consents to and confers personal jurisdiction on the courts of the
State of Florida located in Orange County or the United States courts located
within the Middle District of the State of Florida, expressly waives any
objections as to venue in any of such courts, and agrees that service of
process may be made on such Borrower by mailing a copy of the summons and
complaint by registered or certified mail, return receipt requested, to the
address set forth herein below the name of the Borrower on

61
<PAGE> 67
the signature page hereto (or otherwise expressly provided in writing).
Nothing contained herein shall, however, prevent the Agent from bringing any
action or exercising any rights within any other state or jurisdiction or from
obtaining personal jurisdiction by any other means available by applicable law.

11.11 GOVERNING LAW. The validity, interpretation, and enforcement
of this Agreement, of the rights and obligations of the parties hereto, and of
the other documents delivered in connection herewith shall be governed by, and
construed and interpreted in accordance with, the laws of the State of Florida,
excluding those laws relating to the resolution of conflicts between laws of
different jurisdictions.

11.12 TITLE AND HEADINGS; TABLE OF CONTENTS. The titles and
headings preceding the text of the Sections and Subsections of this Agreement
and the Table of Contents have been inserted and included solely for
convenience of reference and shall neither constitute a part of this Agreement
nor affect its meaning, interpretation, or effect.

11.13 COMPLETE AGREEMENT. The Loan Documents contain the final,
complete, and exclusive expression of the understanding of the Borrowers, the
Agent, and the Banks with respect to the transactions contemplated by the Loan
Documents and supersede any prior or contemporaneous agreement or
representation, oral or written, by or between the parties related to the
subject matter hereof.

11.14 LEGAL OR GOVERNMENTAL LIMITATIONS. Anything contained in
this Agreement to the contrary notwithstanding, the Banks shall not be
obligated to extend credit or make any loans to the Borrowers in an amount in
violation of any limitations or prohibitions provided by any applicable statute
or regulation.

11.15 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.

11.16 ADDITIONAL BANKS.

(a) Agent may, upon the consent of the Borrowers, which consent
shall not be unreasonably withheld, at any time add one or more banks to this
Agreement by each such bank agreeing to be bound by the terms of this Agreement
by virtue of executing a signature page hereto, which shall contain the amount
of such bank's Revolving Credit Commitment. Upon the execution of a signature
page hereto and the satisfaction of the conditions and other terms herein, such
additional bank shall be deemed a "Bank" for the purposes of this Agreement and
shall enjoy all rights and assume all obligations of a Bank as set forth in
this Agreement.

62
<PAGE> 68
(b) Upon the execution of a signature page hereto by the
additional Bank, the then existing Banks shall be deemed to sell and assign to
the additional Bank, without representation, warranty, or recourse, and the
additional Bank shall be deemed to purchase and assume from the existing Banks,
a portion of the rights and obligations of the existing Banks with respect to
the Credit such that after the sale and assignment each of the Banks (including
the additional Bank) shall own a portion of the Credit, the Advances, and the
Letter of Credit Contingent Obligations in an amount equal to its Pro Rata
Portion (after adjustment to take into account the Revolving Credit Commitment
of the additional Bank). Pursuant to such sale and assignment of a portion of
the Credit, the existing Banks are entitled to payment of all amounts owing
under the portions of the Credit sold and assigned, and the additional Bank
shall pay to the Agent, for the benefit of the existing Banks, at its Lending
Office specified in the signature pages hereof, in immediately available funds,
an amount equal to the additional Bank's Pro Rata Portion of all amounts owing
under the Credit.

(c) By executing and delivering a signature page hereto, the
additional Bank confirms to and agrees with the other parties hereto as
follows:

(i) the Banks and the Agent make no representation or
warranty and assume no responsibility with respect to any statements,
warranties, or representations made in or in connection with this Agreement or
the execution, legality, validity, enforceability, genuineness, sufficiency, or
value of this Agreement or any other instrument or document furnished pursuant
hereto;

(ii) the Banks and the Agent make no representation or
warranty and assume no responsibility with respect to the financial condition
of the Borrowers or the performance or observance by any Borrower of any of its
obligations or any other instrument or document furnished pursuant hereto;

(iii) the additional Bank confirms that it has received a
copy of this Agreement, together with copies of the financial statements
referred to in Section 6.1 and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Agreement;

(iv) the additional Bank will, independently and without
reliance upon the Agent or any of the Banks, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement;

(v) the additional Bank appoints and authorizes the Agent
to take such action as the Agent on its behalf and to exercise such powers
under this Agreement and the other Loan Documents as are delegated to the Agent
by the terms hereof and thereof, together with such powers as are reasonably
incidental thereto; and

63
<PAGE> 69
(vi) the additional Bank agrees that it will perform in
accordance with their terms all of the obligations which by the terms of this
Agreement are required to be performed by it as a Bank.

11.17 WAIVER OF JURY TRIAL BY BORROWERS. EACH BORROWER HEREBY
KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RESPECTIVE RIGHTS IT MAY
HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED ON THE LOAN
DOCUMENTS OR ARISING OUT OF, UNDER OR IN CONNECTION THEREWITH, OR ANY AGREEMENT
CONTEMPLATED TO BE EXECUTED IN CONNECTION THEREWITH, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY
PARTY WITH RESPECT HERETO OR THERETO. FURTHERMORE, NO BORROWER SHALL SEEK TO
CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY ACTION IN
WHICH A JURY TRIAL CANNOT BE WAIVED. THIS WAIVER IS A MATERIAL INDUCEMENT FOR
THE BANKS ACCEPTING AND ENTERING INTO THE CREDIT CONTEMPLATED BY THE LOAN
DOCUMENTS (OR ANY AGREEMENT EXECUTED IN CONNECTION WITH THE LOAN DOCUMENTS)
FROM, OR WITH, THE BORROWERS.

11.18 EFFECTIVE DATE. This Agreement shall be effective as of
12:01 a.m. Eastern Standard Time on August 8, 1997.

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

<TABLE>
<S> <C>
Signed, sealed and delivered
in the presence of: COMMERCIAL NET LEASE REALTY, INC.
a Maryland corporation

/s/ CHRISTINA S. HARBINSON /s/ KEVIN B. HABICHT
- ----------------------------------------- -------------------------------------------
Kevin Habicht, Executive Vice President and
Chief Financial Officer

/s/ BART S. BISHOP Address: 400 E. South Street, Suite 500
- ----------------------------------------- Orlando, Florida 32801

TELECOPY NO. 407/423-2894
CONFIRMING TEL. NO. 407/422-1574

Wire Instructions:

BANK: First Union National Bank of Florida
CITY, STATE: Jacksonville, Florida
</TABLE>

64
<PAGE> 70
Attn: Orlando Office
ABA: 063000021
FOR CREDIT TO: Commercial Net Lease
Realty, Inc.
ACCOUNT NO.: 2090000573765

[Signatures continued on next page]

65
<PAGE> 71
SIGNATURE PAGE

Fourth Amended and Restated Revolving Line of Credit and Security
Agreement Among Commercial Net Lease Realty, Inc., Net Lease Realty I, Inc.,
Net Lease Realty II, Inc., Net Lease Realty III, Inc., Net Lease Realty IV,
Inc., First Union National Bank of Florida, as the Agent and the Banks Listed
on the Signature Pages Thereof.

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

<TABLE>
<S> <C>
Witnesses: NET LEASE REALTY I, INC.
a Maryland corporation

/s/ CHRISTINA S. HARBINSON /s/ KEVIN B. HABICHT
- ---------------------------------- -------------------------------------------
Kevin Habicht, Executive Vice President and
Chief Financial Officer

/s/ BART S. BISHOP Address: 400 E. South Street, Suite 500
- ---------------------------------- Orlando, Florida 32801

TELECOPY NO. 407/423-2894
CONFIRMING TEL. NO. 407/422-1574

Wire Instructions:

BANK: First Union National Bank of Florida
CITY, STATE: Jacksonville, Florida
Attn: Orlando Office
ABA: 063000021
FOR CREDIT TO: Net Lease Realty I, Inc.
ACCOUNT NO.: 2090001569574
</TABLE>

[Signatures continued on next page]

<PAGE> 72
SIGNATURE PAGE

- ---------------------------------------------------------------------------
<TABLE>
<S> <C>
Witnesses: NET LEASE REALTY II, INC.
a Maryland corporation

/s/ CHRISTINA HARBINSON /s/ KEVIN B. HABICHT
- ----------------------------------------- --------------------------------------------------
Kevin Habicht, Executive Vice President and
Chief Financial Officer

/s/ BART S. BISHOP Address: 400 E. South Street, Suite 500
- ----------------------------------------- Orlando, Florida 32801

TELECOPY NO. 407/423-2894
CONFIRMING TEL. NO. 407/422-1574

Wire Instructions:

BANK: First Union National Bank of Florida
CITY, STATE: Jacksonville, Florida
Attn: Orlando Office
ABA: 063000021
FOR CREDIT TO: Net Lease Realty II, Inc.
ACCOUNT NO.: 2090001569561
</TABLE>

[Signatures continued on next page]

<PAGE> 73
SIGNATURE PAGE

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

<TABLE>
<S> <C>
Witnesses: NET LEASE REALTY III, INC.
a Maryland corporation

/s/ CHRISTINA HARBINSON /s/ KEVIN B. HABICHT
- ----------------------------------------- -------------------------------------------------
Kevin Habicht, Executive Vice President and
Chief Financial Officer

/s/ BART S. BISHOP Address: 400 E. South Street, Suite 500
- ----------------------------------------- Orlando, Florida 32801

TELECOPY NO. 407/423-2894
CONFIRMING TEL. NO. 407/422-1574

Wire Instructions:

BANK: First Union National Bank of Florida
CITY, STATE: Jacksonville, Florida
Attn: Orlando Office
ABA: 063000021
FOR CREDIT TO: Net Lease Realty III, Inc.
ACCOUNT NO.:
--------------------------------
</TABLE>

[Signatures continued on next page]

<PAGE> 74
SIGNATURE PAGE

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

<TABLE>
<S> <C>
Witnesses: NET LEASE REALTY IV, INC.
a Maryland corporation

/s/ CHRISTINA HARBINSON /s/ KEVIN B. HABICHT
- ----------------------------------------- ---------------------------------------------------
Kevin Habicht, Executive Vice President and
Chief Financial Officer

/s/ BART S. BISHOP Address: 400 E. South Street, Suite 500
- ----------------------------------------- Orlando, Florida 32801

TELECOPY NO. 407/423-2894
CONFIRMING TEL. NO. 407/422-1574

Wire Instructions:

BANK: First Union National Bank of Florida
CITY, STATE: Jacksonville, Florida
Attn: Orlando Office
ABA: 063000021
FOR CREDIT TO: Net Lease Realty IV, Inc.
ACCOUNT NO.:
--------------------------------
</TABLE>

[Signatures continued on next page]

<PAGE> 75
SIGNATURE PAGE

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

<TABLE>
<S> <C>
Witnesses: FIRST UNION NATIONAL BANK OF
FLORIDA, a national banking
association, individually and as Agent

/s/ CHRISTINA S. HARBINSON
- --------------------------------- By: /s/ BART S. BISHOP
-------------------------------
Bart Bishop, Vice President
/s/ KEVIN B. HABICHT Address and Lending Office:
- --------------------------------- 800 North Magnolia Avenue
8th Floor
Orlando, Florida 32803

TELECOPIER NO. 407/649-5732
CONFIRMING TEL. NO. 407/649-5233

Revolving Credit Commitment: Wire Instructions:
$60,000,000.00 ABA NO.: 063000021
First Union National Bank of Florida
214 Hogan Street
Jacksonville, FL 32202
</TABLE>

[Signatures continued on next page]

<PAGE> 76
SIGNATURE PAGE

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

<TABLE>
<S> <C>
Witnesses: SOUTHTRUST BANK, NATIONAL
ASSOCIATION, a national banking
association
/s/ TRACY J. ROBERTS
- ---------------------------------

By: /s/ JOHN MARIAN
---------------------------------
John Marian, Vice President

/s/ DIANNE M. FLANNERY Address: 150 Second Avenue North
- --------------------------------- Suite 470
St. Petersburg, Florida 33701

TELECOPIER NO. 813/898-5319
CONFIRMING TEL. NO. 813/898-2809

Lending Office: 420 N. 20th St.
Birmingham, AL 35203

TELECOPIER NO. 1-205-254-4240
CONFIRMING TEL. NO. 1-800-239-2300
Ext. 5791

Revolving Credit Commitment: Wire Instructions:
- ---------------------------

$20,000,000.00 ABA: 062000080
ACCOUNT NO.: 515549
ATTN: Joanne Gundling
(813) 898-2607
re: Commercial Net Lease Realty, Inc.
</TABLE>

[Signatures continued on next page]

<PAGE> 77
SIGNATURE PAGE

- -------------------------------------------------------------------------
<TABLE>
<S> <C>
Witnesses: CREDITANSTALT CORPORATE
FINANCE, INC.

/s/ KELLY CLINE By: /s/ SCOTT KRAY
- ------------------------------------------- -------------------------------------------------------------
Scott Kray, Vice President

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

By: /s/ CARL G. DRAKE
- ------------------------------------------- -------------------------------------------------------------
Title: Sr. Associate
----------------------------------------------------------

- -------------------------------------------
Address and Lending Office:
Creditanstalt Corporate Finance, Inc.
Two Greenwich Plaza, Second Floor
Greenwich, CT 06830
TELECOPIER NO. 203/861-6594
TELEPHONE NO. 203/861-6588

With copy to:
Creditanstalt Bankverein
Two Ravinia Drive, Suite 1680
Atlanta, GA 30346
Attn: Scott Kray
TELECOPIER NO. 770/390-1851
TELEPHONE NO. 770/390-1850

Revolving Credit Commitment: Wire Instructions:
- ---------------------------

$35,000,000.00 BANK: Chase
CITY, STATE: New York, NY
ABA: 021000021
ACCOUNT TITLE:Creditanstalt Greenwich
ACCOUNT NO.: 544-7-73095
ATTN: Two Greenwich Plaza
Greenwich, CT 06830-6353
Attn: Lisa Bruno
With Copy To: Two Ravinia Drive
Suite 1680
Atlanta, GA 30346
Attn: Scott Kray
</TABLE>

[Signatures continued on next page]

<PAGE> 78
SIGNATURE PAGE

Fourth Amended and Restated Revolving Line of Credit and Security Agreement
among Commercial Net Lease Realty, Inc., Net Lease Realty I, Inc., Net Lease
Realty II, Inc., Net Lease Realty III, Inc., Net Lease Realty IV, Inc., First
Union National Bank of Florida, as the Agent and the Banks Listed on the
Signature Pages Thereof.

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

<TABLE>
<S> <C>
Witnesses:
AMSOUTH BANK OF FLORIDA

/s/ AILEEN W. LEACH By: /s/ JOHN R. GASSIE
- ------------------------------------------- --------------------------------------------
John R. Gassie, Vice President

/s/ TINA C. LILES
- -------------------------------------------

Address and Lending Office:

AmSouth Bank of Florida
65 North Orange Avenue
Orlando, Florida 32801
Attn: John R. Gassie

TELECOPIER NO. 407/649-8944
CONFIRMING TEL. NO. 407/649-8441

Revolving Credit Commitment: Wire Instructions:
- ---------------------------

$35,000,000.00 BANK: AmSouth Bank of Florida
CITY, STATE: Orlando, Florida
ABA: 063210112
ACCOUNT TITLE: AmSouth Bank of Florida
ACCOUNT NO.:
ATTN: 65 North Orange Avenue
Orlando, Florida 32801
Attn: John R. Gassie
</TABLE>

[Signatures continued on next page]
<PAGE> 79
SIGNATURE PAGE

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

<TABLE>
<S> <C>
Witnesses: COMERICA BANK - TEXAS

/s/ RONALD K. TOMLIN By: /s/ M. SCOTT GOSSLEE
- ------------------------------------------- -----------------------------------------------------------------------
Michael Scott Gosslee
Assistant Vice President
/s/ KEVIN E. CRAYTON
- -------------------------------------------

Address and Lending Office:

1601 Elm Street, Second Floor
Commercial Real Estate
Dallas, Texas 75201

TELECOPIER NO. (214) 979-8383
CONFIRMING TEL. NO. (214) 979-8339

Revolving Credit Commitment: Wire Instructions:
- ---------------------------

$20,000,000.00 BANK: COMERICA BANK - TEXAS
CITY, STATE: Dallas, Texas
ABA: 111 000 753
LOAN TITLE: Commercial Net Lease Realty, Inc.
LOAN NO.:
-----------------------------------
ATTN: 1601 Elm Street, Second Floor
Commercial Real Estate
Dallas, Texas 75201
Attn: Judy Weinrobe
</TABLE>

[Signatures continued on next page]
<PAGE> 80
SIGNATURE PAGE

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

<TABLE>
<S> <C>
Witnesses: UNION BANK OF SWITZERLAND (New York
Branch)

/s/ XIOMARA MARTEZ By: /s/ HOWARD MARGOLIS
- ------------------------------------ -----------------------------------------------------------------------
Title: Assistant Vice President
--------------------------------------------------------------------

/s/ ANDELINE GRIFFITH
- ------------------------------------

/s/ XIOMARA MARTEZ By: /s/ JOSEPH M. BASSIL
- ------------------------------------ -----------------------------------------------------------------------
Title: Director
--------------------------------------------------------------------

/s/ ANDELINE GRIFFITH
- ------------------------------------

Address and Lending Office:
299 Park Avenue, 38th Floor
New York, New York 10171-0026

TELECOPIER NO. (212) 821-4138
CONFIRMING TEL. NO. (212) 821-3615

Revolving Credit Commitment: Wire Instructions:
- ---------------------------

$30,000,000.00 Via Fed Wire:
Union Bank of Switzerland (New York Branch)
ABA #026008439
Suspense A/C #500038USIMPL7
Attn: John O'Shea
Ref. Commercial Net Lease
</TABLE>

<PAGE> 81
EXHIBIT "A"

THIRD RENEWAL AND MODIFICATION PROMISSORY NOTE

$200,000,000.00 As of August ___, 1997
Charlotte, North Carolina

FOR VALUE RECEIVED, the undersigned, COMMERCIAL NET LEASE REALTY,
INC., a Maryland corporation ("CNLR"), NET LEASE REALTY I, INC., a Maryland
corporation ("NET I"), NET LEASE REALTY II, a Maryland corporation ("NET II"),
NET LEASE REALTY III, INC., a Maryland corporation, and NET LEASE REALTY IV,
INC., a Maryland corporation, jointly and severally promise to pay to the order
of First Union National Bank of Florida, as the Agent (the "Agent") for the
financial institutions which are, or may from time to time become signatories
(collectively the "Banks") to that certain Fourth Amended and Restated
Revolving Line of Credit and Security Agreement of even date herewith as
amended and in effect from time to time (the "Agreement"), by and among the
undersigned, the Banks and the Agent, the principal sum of TWO HUNDRED MILLION
AND NO/100 DOLLARS ($200,000,000.00), or so much thereof as may be advanced,
and to pay interest on the principal amount remaining from time to time
outstanding from the date hereof until due at the rate and at the times
specified in the Agreement. Capitalized terms used but not defined herein shall
have the meanings assigned those terms in the Agreement.

In no event shall the interest rate applicable to principal
outstanding under this Note exceed the maximum rate of interest allowed by
applicable law, as amended from time to time. The Agent and the Banks do not
intend to charge any amount of interest or other fees or charges in the nature
of interest that exceeds the maximum rate allowed by applicable law. If any
payment of interest or in the nature of interest hereunder would cause the
foregoing interest rate limitation to be exceeded, then such excess payment
shall be credited as a payment of principal unless the undersigned notifies the
Agent in writing that the undersigned wishes to have such excess sum returned,
together with interest at the rate specified in Section 687.04(2), Florida
Statutes, or any successor statute.

Principal outstanding hereunder shall be due and payable in a single
payment at the Revolving Credit Maturity Date. Interest shall be payable
quarterly and at such other times specified in the Agreement, as long as any
principal amount remains outstanding hereunder, and at the Revolving Credit
Maturity Date.

All payments of principal and interest shall be made in lawful money
of the United States of America in same day funds at the office of the Agent
located in Orlando, Florida or at such other place as shall be designated in
writing for such purpose in accordance with the provisions of the Agreement.

Init._____
Init._____
Init._____
Init._____
Init._____

<PAGE> 82

This Note is issued pursuant to, and is subject to, the provisions of
the Agreement. Except as otherwise provided in the Agreement, this Note is
secured by all leases, rents, profits, and accounts receivable arising from
certain property now owned by the undersigned as described more fully in the
Collateral Assignments of Leases, Rents and Profits and Security Agreement and
other security documents executed pursuant to the Agreement (collectively,
together with this Note and the Agreement, the "Loan Documents"). Reference is
made to such Loan Documents for a description of additional rights and
obligations of the undersigned, the Agent and the Banks, including events of
default, rights of prepayment and rights of acceleration of maturity in the
event of default.

The undersigned agree to pay or reimburse the Agent and the Banks for
all of their costs and expenses incurred in connection with administration,
supervision, collection, or enforcement, or preservation of any rights under
this Note and the Loan Documents, including, without limitation, the fees and
disbursements of counsel for the Agent and the Banks, including attorneys' fees
out of court, in trial, on appeal, in bankruptcy proceedings, or otherwise.

All persons now or at any time liable for payment of this Note hereby
waive presentment, protest, notice of protest, and notice of dishonor. The
undersigned expressly consent to any extensions and renewals of this Note, in
whole or in part, and all delays in time of payment or other performance under
this Note which may be granted at any time and from time to time, without
limitation and without any notice or further consent of the undersigned. All
notices, demands, and other communications required or permitted in connection
with this Note shall be given in the manner specified in the Agreement.

Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Note may become, or may be declared to be, due and
payable in the manner, upon the conditions and with the effect provided in the
Agreement.

The remedies of the Agent and the Banks, as provided herein, or in any
other Loan Document are cumulative and concurrent (except as may be provided in
the Agreement) and may be pursued singularly, successively, or together, and
may be exercised as often as the occasion therefor shall arise.

Init._____
Init._____
Init._____
Init._____
Init._____

<PAGE> 83

This Note shall be governed by, and construed and interpreted in
accordance with, the laws of the State of Florida, excluding those laws
relating to the resolution of conflicts between the laws of different
jurisdictions.

This is a modification and renewal of that certain Second Renewal and
Modification Promissory Note from CNLR, NET I AND NET II to Agent on behalf of
Banks dated as of September 3, 1996, in the renewal principal amount of
$136,280,129.00 (including $2,790,064.50 in outstanding Letters of Credit)
which has been paid by renewal and is attached hereto as Exhibit "A".

IN WITNESS WHEREOF, the undersigned have caused this Note to be
executed as of the day and year first above written.

COMMERCIAL NET LEASE REALTY, INC., a
Maryland corporation

By:
-------------------------------------
Kevin Habicht
Executive Vice President,
Chief Financial Officer
and Assistant Secretary

Address: 400 East South Street
Suite 500
Orlando, Florida 32801

NET LEASE REALTY I, INC., a Maryland
corporation

By:
-------------------------------------
Kevin Habicht
Executive Vice President,
Chief Financial Officer
and Assistant Secretary

Address: 400 East South Street
Suite 500
Orlando, Florida 32801

<PAGE> 84

NET LEASE REALTY II, INC., a Maryland
corporation

By:
-------------------------------------
Kevin Habicht
Executive Vice President,
Chief Financial Officer
and Assistant Secretary

Address: 400 East South Street
Suite 500
Orlando, Florida 32801

NET LEASE REALTY III, INC., a
Maryland corporation

By:
-------------------------------------
Kevin Habicht
Executive Vice President,
Chief Financial Officer
and Assistant Secretary

Address: 400 East South Street
Suite 500
Orlando, Florida 32801

NET LEASE REALTY IV, INC., a
Maryland corporation

By:
-------------------------------------
Kevin Habicht
Executive Vice President,
Chief Financial Officer
and Assistant Secretary

Address: 400 East South Street
Suite 500
Orlando, Florida 32801

<PAGE> 85

NOTARY ACKNOWLEDGEMENT OF CORPORATE BORROWER

STATE OF_____________
COUNTY OF_____________

The attached Third Renewal and Modification Promissory Note in the
amount of Two Hundred Million Dollars ($200,000,000.00) dated August___ , 1997,
and the Fourth Amended and Restated Revolving Line of Credit and Security
Agreement dated August____ , 1997, made by Commercial Net Lease Realty, Inc., a
Maryland corporation, Net Lease Realty I, Inc., a Maryland corporation, Net
Lease Realty II, Inc., a Maryland corporation, Net Lease Realty III, Inc., a
Maryland corporation, and Net Lease Realty IV, Inc., a Maryland corporation
(collectively, the "Corporations") payable to the order of First Union National
Bank of Florida, was acknowledged before me this_____ day of August, 1997 by
Kevin Habicht, Executive Vice President, Chief Financial Officer, and Assistant
Secretary of the Corporations, who is personally known to me or who has
produced ______________as identification and who did/did not take an oath.

-----------------------
Notary Public

-----------------------
Commission Expires:

<PAGE> 86
EXHIBIT "B"

NOTICE OF BORROWING

--------------------------
Date

First Union National
Bank of Florida
800 North Magnolia Avenue, 7th Floor
Orlando, Florida 32801
Attention: Bart Bishop

and

First Union National Bank
of North Carolina
One First Union Center, TW-10
301 South College Street
Charlotte, North Carolina 28288-0735
Attention: Syndication Agency Services

Ladies and Gentlemen:

Pursuant to the Fourth Amended and Restated Revolving Line of Credit
and Security Agreement dated as of August , 1997, as amended, supplemented,
restated, replaced, or otherwise modified from time to time (the "Agreement";
capitalized terms used but not defined herein shall have the meanings assigned
in the Agreement); this represents the undersigneds' request for a borrowing or
the issuance of a Letter of Credit under the Revolving Credit Facility as
follows:

[] ADVANCES

________________ Proposed Date of Advance

$_______________ Aggregate Amount of Advance

_________ Prime Rate Advance or _________ LIBOR Rate Advance

If LIBOR Rate Advance: _____ 1, _____ 2, _____ 3 or _____ 6 month
Interest Period

Init._____
Init._____
Init._____
Init._____
Init._____

<PAGE> 87

The proceeds of the Advances are to be deposited in
_________________________'s account at Agent.

[] LETTER OF CREDIT

_______ Proposed Date of Issuance of Letter of Credit

$_______________ Maximum Amount of Letter of Credit

_________________Expiration Date of Letter of Credit

The name and address of the beneficiary and the form of the Letter of
Credit are as stated in the accompanying application for Letter of Credit.

The Letter of Credit is to be made available to _________________ at
the Lending Office of the Issuing Bank, unless otherwise specified herein:
-----
- -------------------------------------------------------------------------------

This Notice is given in order to induce the Banks to make the
foregoing Advances or issue the foregoing Letter of Credit. We understand that
the Agent and each of the Banks are relying on the truth and accuracy of the
statements made in this Notice.

1. If Advances are being requested, the proceeds will be used solely
to:
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

2. If a Letter of Credit is being requested, the purpose of the Letter
of Credit or the transaction supported by the Letter of Credit is:
------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

3. The anticipated takeout source for the requested borrowing is .
------
- -------------------------------------------------------------------------------

4. If a Letter of Credit is being requested, this Notice is
accompanied by an executed application for Letter of Credit and such other
agreements, information, and documents as the Agent or the Issuing Bank
requires, and the payment of fees and commissions described in the Agreement.

5. All of the representations and warranties of the undersigned
contained in the Agreement or in any of the other Loan Documents are true,
correct, and

Init._____
Init._____
Init._____
Init._____
Init._____

<PAGE> 88

complete on and as of the date of this Notice, with the same effect as though
the representations and warranties had been made on and as of such date.

6. Each of the undersigned is in compliance with all terms and
conditions of the Agreement, and no Event of Default, nor any event which, upon
notice or lapse of time or both, would constitute an Event of Default, has
occurred and is continuing, or would result from the borrowing or the issuance
or a draw under the Letter of Credit.

7. No liens, claims, encumbrances, transfers, or conveyances have been
made, asserted, delivered, filed, or recorded with respect to any property
purchased by the undersigned using loan proceeds, other than as permitted
pursuant to the Agreement.

8. If the proceeds of the requested Advance are to be used for
development and construction purposes, after giving effect to the borrowing
requested herein, the aggregate amount of Advances used for development and
construction purposes will not exceed $75,000,000.00. Further, with respect to
the development for which Advance is being requested: (i) a lease has been
executed with respect to such development and construction, (ii) a construction
contract has been duly executed in connection with the development and a
payment and performance bond has been issued in connection with such contract,
and (iii) all permits necessary for the development and construction have been
issued and all appeal periods have expired. Borrowers agree to deliver copies
of any or all of the foregoing documents to one or more of the Banks or the
Agent, upon request.

9. After giving effect to the borrowing or the issuance of the Letter
of Credit requested herein, the aggregate amount of Advances outstanding under
the Revolving Credit Facility plus the aggregate amount of Letter of Credit
Contingent Obligations will not exceed the Banks' Revolving Credit Commitments,
the aggregate amount of Advances used for general corporate or working capital
purposes or for funding under Letters of Credit plus the aggregate amount of
Letter of Credit Contingent Obligations will not exceed $25,000,000.00, unless
the undersigned have received an Investment Grade Rating in which case the
aggregate amount of advances used for general corporate or working capital
purposes will not exceed the Banks' Revolving Credit Commitments. Further,
after giving effect to the borrowing or the issuance of the Letter of Credit
requested herein, the aggregate amount of Advances used for funding under
Letters of Credit plus the aggregate amount of Letter of Credit Contingent
Obligations will not exceed $15,000,000.00.

10. The undersigned have no setoffs or defenses under the Agreement or
any other Loan Document. The Agreement, the Note, and all other Loan Documents
are valid, binding, and enforceable in accordance with their terms.

<PAGE> 89

COMMERCIAL NET LEASE REALTY, INC.

By:
---------------------------------------

Its:
---------------------------------------

NET LEASE REALTY I, INC.

By:
---------------------------------------

Its:
---------------------------------------

NET LEASE REALTY II, INC.

By:
---------------------------------------

Its:
---------------------------------------

NET LEASE REALTY III, INC.

By:
---------------------------------------

Its:
---------------------------------------

NET LEASE REALTY IV, INC.

By:
---------------------------------------

Its:
---------------------------------------

<PAGE> 90

EXHIBIT "C"

NOTICE OF BORROWING

-----------------------------------
Date

First Union National
Bank of Florida
800 North Magnolia Avenue, 7th Floor
Orlando, Florida 32801
Attention: Bart Bishop

and

First Union National Bank
of North Carolina
One First Union Center, TW-10
301 South College Street
Charlotte, North Carolina 28288-0735
Attention: Syndication Agency Services

Ladies and Gentlemen:

Pursuant to the Fourth Amended and Restated Revolving Line of Credit
and Security Agreement dated as of August ___, 1997, as amended, supplemented,
restated, replaced, or otherwise modified from time to time (the "Agreement";
capitalized terms used but not defined herein shall have the meanings assigned
in the Agreement); this represents the undersigneds' request for a borrowing or
the issuance of a Letter of Credit under the Revolving Credit Facility as
follows:

[] ADVANCES

________________ Proposed Date of Advance

$_______________ Aggregate Amount of Advance

_________ Prime Rate Advance or _________ LIBOR Rate Advance

If LIBOR Rate Advance: _____ 1, _____ 2, _____ 3 or _____ 6 month
Interest Period

Init. ________
Init. ________
Init. ________
Init. ________
Init. ________

<PAGE> 91

The proceeds of the Advances are to be deposited in
_________________________'s account at Agent.

[] LETTER OF CREDIT

________________ Proposed Date of Issuance of Letter of Credit

$_______________ Maximum Amount of Letter of Credit

________________ Expiration Date of Letter of Credit

The name and address of the beneficiary and the form of the Letter of
Credit are as stated in the accompanying application for Letter of Credit.

The Letter of Credit is to be made available to ________________ at the
Lending Office of the Issuing Bank, unless otherwise specified herein:
--------
- -------------------------------------------------------------------------------
This Notice is given in order to induce the Banks to make the
foregoing Advances or issue the foregoing Letter of Credit. We understand that
the Agent and each of the Banks are relying on the truth and accuracy of the
statements made in this Notice.

1. If Advances are being requested, the proceeds will be used solely
to:

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

3. If Advances are being requested and the proceeds of the Advances
are to be used to acquire restaurant or retail properties pursuant to the
Agreement, this Notice is accompanied by certain executed loan documents
(Agreement Not to Encumber, Collateral Assignment of Leases, Rents and Profits
and Security Agreement, and UCC-1 Financing Statements) prepared by the
undersigned, which incorporate a legal description which, to the best of our
knowledge and belief, is a true, correct and complete legal description of the
property to be purchased using such borrowing. Also accompanying this Notice is
evidence of appropriate fire and

Init. ________
Init. ________
Init. ________
Init. ________
Init. ________

<PAGE> 92

extended coverage and an owner's title insurance commitment describing the same
property. The anticipated takeout source for the requested borrowing is
-------
- -------------------------------------------------------------------------------

5. All of the representations and warranties of the undersigned
contained in the Agreement or in any of the other Loan Documents are true,
correct, and complete on and as of the date of this Notice, with the same
effect as though the representations and warranties had been made on and as of
such date.

8. After giving effect to the borrowing or the issuance of the Letter
of Credit requested herein, the aggregate amount of Advances outstanding under
the Revolving Credit Facility plus the aggregate amount of Letter of Credit
Contingent Obligations will not exceed the Banks' Revolving Credit Commitments,
the aggregate amount of Advances used for general corporate or working capital
purposes or for funding under Letters of Credit plus the aggregate amount of
Letter of Credit Contingent Obligations will not exceed $25,000,000.00, and the
aggregate amount of Advances used for funding under Letters of Credit plus the
aggregate amount of Letter of Credit Contingent Obligations will not exceed
$15,000,000.00.

9. The undersigned have no setoffs or defenses under the Agreement or
any other Loan Document. The Agreement, the Note, and all other Loan Documents
are valid, binding, and enforceable in accordance with their terms.

Init. ________
Init. ________
Init. ________
Init. ________
Init. ________

<PAGE> 93

COMMERCIAL NET LEASE REALTY, INC.

By:
----------------------------------------

Its:
----------------------------------------

NET LEASE REALTY I, INC.

By:
----------------------------------------

Its:
----------------------------------------

NET LEASE REALTY II, INC.

By:
----------------------------------------

Its:
----------------------------------------

NET LEASE REALTY III, INC.

By:
----------------------------------------

Its:
----------------------------------------

NET LEASE REALTY IV, INC.

By:
----------------------------------------

Its:
----------------------------------------

<PAGE> 94

EXHIBIT "D"/PARCEL #1~

AGREEMENT NOT TO ENCUMBER OR TRANSFER PROPERTY

As an inducement to certain financial institutions (hereinafter
collectively referred to as the "Banks") which have or may from time to time
become signatories to that certain Fourth Amended and Restated Revolving Line
of Credit and Security Agreement dated as of August ____, 1997, by and among
COMMERCIAL NET LEASE REALTY, INC., a Maryland corporation, NET LEASE REALTY I,
INC., a Maryland corporation, NET LEASE REALTY II, INC., a Maryland
corporation, NET LEASE REALTY III, INC., a Maryland corporation, and NET LEASE
REALTY IV, INC., a Maryland corporation, the Banks and FIRST UNION NATIONAL
BANK OF FLORIDA, as the Agent (the "Agent"), as amended from time to time (the
"Agreement") to grant credit to (Insert name of borrower owning property), (the
"Borrower"), pursuant to the Agreement, and in consideration thereof, the
Borrower and its successors and assigns, jointly and severally, agree that
until all indebtedness of the Borrower to the Agent or the Banks pursuant to
the Agreement, as amended from time to time and any other documents or
instruments incorporated therein or executed in conjunction therewith or any
extension thereof whether now existing or hereafter owing (the "Indebtedness")
shall have been paid in full, (a) the Borrower will pay all taxes, assessments,
dues and charges of every kind, imposed or which may be imposed or levied upon
its real and personal property prior to the time when any of such taxes,
assessments, dues or charges shall become delinquent, and (b) the Borrower will
not, without the prior written consent of the Agent and the Banks except as
specifically permitted by the terms of the Agreement: (1) create or permit any
lien or other encumbrances on said property or any interest thereon (other than
presently existing liens and securing the payment of loans and advances made to
it pursuant to the Agreement (2) transfer, sell, hypothecate, assign or in any
manner whatever dispose of the said property, or any interest therein,
including specifically, but without limitation, the real property located in
2~, 3~ as more fully described in Exhibit "A" attached hereto and made a part
hereof (the "Property").

The Borrower warrants that it is the record owner in fee simple of the
Property, free and clear of all mortgages, liens and claims of any third party
whatsoever other than a leasehold interest pursuant to the Lease Agreement
attached as Exhibit "B" hereto, the rental income from which has been assigned
to the Agent, for the benefit of the Banks, and that the Borrower will forever
defend the Agent and the Banks against the claims of any such third party
claimants.

It is further agreed and understood that if default be made in the
performance of any of the terms hereof, or of any instrument executed by the
Borrower in connection herewith, or in the payment of the Indebtedness, the
Required Banks, as such term is defined in the Agreement, may, at their
election, in addition to all other remedies and rights which they may have by
law, declare the entire remaining unpaid

<PAGE> 95

principal and interest of any such obligations or indebtedness then remaining
unpaid to the Agent and the Banks due and payable forthwith.

It is further agreed and understood that the Agent may, in its
discretion and on behalf of the Banks, and the Agent is hereby authorized and
permitted by the Borrower to cause this instrument to be recorded at such time
and in such places as the Agent may, in its discretion, elect. The rights of
all persons obtaining any interest in the Property after the date of such
recordation among the appropriate public records, and of all persons having
actual notice of this Agreement whether or not it is recorded, are and shall be
subordinate and inferior to all right, title or interest of the Agent and the
Banks pursuant to this Agreement, and shall be null and void ab initio as to
the Banks.

Witnesses: , a Maryland
---------------------------
corporation

- ----------------------------
Printed Name:
--------------- ----------------------------------------
By:
- ---------------------------- -------------------------------------
Printed Name: Title:
--------------- ----------------------------------
Address: 400 E. South Street, Suite 500
Orlando, Florida 32801
STATE OF FLORIDA
COUNTY OF ORANGE

The foregoing instrument was acknowledged before me this _____ day of
___________, 199__, by ______________________, as ___________________________
of ________________________ __________________, a Maryland corporation, on
behalf of the corporation. He is personally known to me/has produced
___________________________ as identification.

(SEAL)

----------------------------------------
Printed/Typed Name:
---------------------
Notary Public - State of
---------------
Commission Number:
----------------------
Commission Expires:
---------------------

<PAGE> 96

EXHIBIT "E"/PARCEL #1~

THIS INSTRUMENT PREPARED BY AND
AFTER RECORDING TO BE RETURNED TO:

John R. Dierking, Esquire
HOLLAND & KNIGHT LLP
200 South Orange Avenue
Suite 2600
Post Office Box 1526
Orlando, Florida 32802
(407) 425-8500

COLLATERAL ASSIGNMENT OF LEASES, RENTS, AND PROFITS
AND SECURITY AGREEMENT

THIS ASSIGNMENT is executed and delivered this _____ day of
__________________, 199__, by (Insert name of borrower owning property) whose
address is 400 East South Street, Suite 500, Orlando, Florida 32801
(hereinafter referred to as the "Borrower"), to and in favor of FIRST UNION
NATIONAL BANK OF FLORIDA, a national banking association organized and existing
under the laws of the United States of America, having its office at 800 North
Magnolia Avenue, Orlando, Florida 32801, as agent (in such capacity, together
with its successors in such capacity, the "Agent") for certain commercial
lending institutions (hereinafter referred to collectively as the "Banks")
which have or may from time to time become signatories to that certain Fourth
Amended and Restated Revolving Line of Credit and Security Agreement dated as
of August ___, 1997, by and among Borrower, _____________________________,
_________________________, _______________________, __________________________,
the Banks, and the Agent, as amended from time to time (the "Agreement");

W I T N E S S E T H:

WHEREAS, Agent is the owner and holder on behalf of the Banks of a
certain Third Renewal and Modification Promissory Note (hereinafter, together
with all renewals, modifications or increases thereof referred to as the
"Note") dated as of ____, 1997, in the amount of $200,000,000.00 made by the
Borrower, ___________________________, __________________________,
________________________, and _____________________________ to and in favor of
the Agent on behalf of the Banks pursuant to the terms of the Agreement (the
Agreement, the Note and any other documents or instruments incorporated therein
or executed in conjunction therewith or any extension thereof are hereinafter
collectively referred to as the "Loan Documents"); and

WHEREAS, the Borrower is the present owner in fee simple of certain
real property (hereinafter referred to as the "Property") located in 2~, 3~,
more particularly described on Exhibit "A" attached hereto and made a part
hereof; and

<PAGE> 97

WHEREAS, the Agent and the Banks, as a condition to making the
aforesaid loan, have required the execution by the Borrower of this Assignment
of Lease and of all rents, income and profits of the Property;

NOW, THEREFORE, in order to further secure the payment of all
indebtedness of the Borrower to the Agent or the Banks pursuant to the Loan
Documents, whether now existing or hereafter owing ("Indebtedness"), and in
consideration of the line of credit represented by the Note, the Borrower does
hereby assign, transfer, set over and convey unto the Agent, for the benefit of
the Banks, all of the leases, rents, issues, profits, accounts receivable and
income of, from, or pertaining to the Property. This Assignment shall include
all rents, income and profits arising from any and all leases, rental or
occupancy agreements that may now be in effect, as well as any future or
additional leases, rental or occupancy agreements, and any renewals or
extensions of such leases, rental or occupancy agreements (collectively the
"Lease"), that may be entered into by Borrower for the lease, rental or
occupancy of the Property, or any part thereof, and Borrower hereby agrees to
execute and deliver such other and further assignments of said Leases as Agent
may from time to time require.

In furtherance of the foregoing Assignment, the Borrower, the Agent
and the Banks further agree as follows:

1. It is expressly understood and agreed by the parties hereto that
until a default occurs under the terms of the Indebtedness of Borrower to the
Agent and the Banks, or any documents executed by Borrower in connection with
the Indebtedness, the Borrower shall have the right to collect said rents,
income and profits from the Lease and to retain, use and enjoy the same.
Anything to the contrary notwithstanding, Borrower hereby assigns to the Agent
for the benefit of the Banks any award made hereafter to it in any court
procedure involving the lessee in any bankruptcy, insolvency or reorganization
proceedings in any State or Federal court and any and all payments made by the
lessee in lieu of rent under the Lease.

2. The Borrower, in the event of default in the performance of any of
the terms and conditions of the Note or any other Indebtedness, hereby
authorizes the Agent, at its option, to take possession of the Property
pursuant to the terms of the Lease, together with all documents, books,
records, papers, and accounts of the Borrower relating thereto and to manage
and operate same, to collect all or any rents accruing therefrom and from the
Lease, to lease or release the Property, or any part thereof, bring or defend
any suits in connection with possession of the Property in its own name or the
Borrower's name, make repairs as the Agent deems appropriate, and perform such
other acts in connection with the management and operation of the Property as
the Agent, at its discretion, may deem proper, provided, however, that,
notwithstanding anything contained in this paragraph to the contrary, in the
event the Lease is still in existence at the time the Agent exercises the
aforesaid option, then the Agent shall, until all sums due pursuant to the
Indebtedness are paid in full, continue the leasing of the Property to the
lessee in accordance with the terms of the Lease, provided the payments
required to be made by the lessee under the Lease are made directly to Agent on
behalf of the Banks in a timely manner. The Agent, by

2
<PAGE> 98

continuing the leasing of the Property to the lessee, and the Banks, by
accepting payment directly from the lessee, do not hereby assume any
obligations of the Borrower under the Lease.

3. The Borrower represents and warrants that it is the owner in fee
simple of the Property and has good title to the leases, rents, income, issues
and property hereby assigned and good right to assign the same, and that no
other person, firm, or corporation has any right, title, or interest therein;
that it has not previously sold, assigned, transferred, mortgaged, or pledged
said rents, issues, profits, income and leases of the Property; and that
payment of any of the same has not otherwise been anticipated, waived,
released, discounted, set off or otherwise discharged or compromised.

4. The Borrower agrees and warrants that the terms of the Lease will
not be amended, altered, modified, or changed in any manner whatsoever, nor
will the Lease be surrendered, terminated or cancelled, nor will any
proceedings for dispossession or eviction of any lessee be instituted by the
Borrower, nor will any obligation on the Lease be released, without the prior
written consent of the Agent or in accordance with the terms of Section 6.9 of
the Agreement.

5. The Borrower agrees and warrants that no request will be made of
any lessee to pay any rent, and no rent will be accepted, in advance of the
dates upon which such rent becomes due and payable under the terms of any and
all leases, it being agreed that rent shall be paid as provided in the Lease
and not otherwise.

6. The Borrower authorizes the Agent, by its employees or agents, at
its option, after the occurrence of a default in any Indebtedness, to enter
upon the Property and to collect, in the name of the Borrower, as its lawful
attorney, or in its own name as assignee, any rents or other income or profits
accrued but unpaid and/or in arrears at the date of such default, as well as
the rents, income or profits thereafter accruing and becoming payable during
the period of the continuance of the said default or any other default; and to
this end, the Borrower further agrees that it will facilitate, in all
reasonable ways, the Agent's collection of said rents, income or profits and
will, upon request by the Agent, execute a written notice to each tenant,
occupant, or licensee, directing said tenant, occupant, or licensee to pay
directly to the Agent, for the benefit of the Banks, all income, rents and
profits; provided, however, that the Agent may notify said tenant, occupant or
licensee of the effectiveness of this Assignment without giving notice to the
Borrower or requesting the Borrower to give such notice or join in such notice.

7. The Borrower authorizes the Agent, upon such entry, at its option,
to take over and assume the management, operation and maintenance of the
Property and to perform all acts necessary and proper and to expend such sums
out of the income of the Property as may be needful in connection therewith, in
the same manner and to the same extent as the Borrower theretofore might do.
The Borrower hereby releases all claims against the Agent and the Banks arising
out of such

3
<PAGE> 99

management, operation and maintenance, excepting the liability of the Agent to
account as hereinafter set forth.

8. The Borrower agrees to execute, upon the request of the Agent, any
and all instruments requested by the Agent to carry these presents into effect
or to accomplish any other purpose deemed by the Agent to be necessary or
appropriate in connection with these presents.

9. The Borrower agrees and acknowledges that this Assignment shall in
no way operate to prevent the Agent from pursuing any remedy which it now or
hereafter may have because of any breach of the terms and conditions of the
Indebtedness.

10. The Agent shall, after payment of all proper charges and expenses,
including reasonable compensation to any managing agent as it shall select and
employ, and after the accumulation of a reserve to meet taxes, assessments and
fire and liability insurance in requisite amounts, remit the net amount of
income received by it from the Property, by virtue of this Assignment, to the
Banks for application to any amounts due and owing to them by the Borrower
under the terms of the Note, but the manner of the application of such net
income and what items shall be remitted shall be determined in the sole
discretion of the Agent. The Agent shall make a reasonable effort to collect
rents, income and profits reserving, however, within its own discretion, the
right to terminate the method of collection and the extent to which enforcement
of collection of delinquent rents, income and profits shall be prosecuted.

11. The Agent and the Banks shall not be obligated to perform or
discharge any obligation or duty to be performed or discharged by the Borrower
under the Lease, and the Borrower hereby agrees to indemnify the Agent and the
Banks for, and to save harmless from, any and all liability arising from the
Lease or from this Assignment. This Assignment shall not place responsibility
for the control, care, management or repair of the Property upon the Agent or
the Banks, or make the Agent or the Banks responsible or liable for any
negligence in the management, operation, upkeep, repair or control of the
Property resulting in the loss or injury or death to any lessee, licensee,
employee or stranger, unless and until such time as the Agent shall take
possession and control of the same pursuant hereto.

12. The Borrower hereby authorizes the Agent to give notice in writing
of this Assignment at any time to any lessee or occupant of the Property.
Violation of any of the covenants, representations and provisions contained
herein by the Borrower shall be deemed a default under the terms of the
Agreement and the Note. Default by the Borrower under the terms of the Lease
assigned herein shall be deemed a default under the terms of the Agreement and
the Note.

13. The Borrower consents and agrees that it will continuously
maintain, or cause to be maintained, fire and extended coverage and other
hazard insurance with respect to all improvements on the Property, to the full
insurable value of said improvements, and will promptly furnish the Agent
evidence of said coverage upon request.

<PAGE> 100

14. The Borrower shall be deemed in default hereunder upon the
occurrence of one or more Events of Default as defined in Section 8 of the
Agreement.

15. This Assignment is and shall be deemed to create, grant, give and
convey a lien and encumbrance upon, and a present security interest in the
Lease, rents, issues, income and profits and accounts receivable described
herein, as collateral security for the payment and performance by Borrower of
the Indebtedness. This Assignment shall also serve as a "Security Agreement"
within the meaning of that term as used in the Uniform Commercial Code as
adopted and in force from time to time in the state in which the Property is
located, and shall be operative and effective as a Security Agreement in
addition to, and not in substitution for, any other Security Agreement executed
by the Borrower in connection with the extension of credit or loan transaction
secured hereby. The Borrower agrees to and shall, upon the request of the
Agent, execute and deliver to the Agent, in form satisfactory to the Agent,
such "Financing Statements", descriptions of property and such further
assurances as the Agent, in its sole discretion, may from time to time consider
necessary to create, perfect, continue and preserve the lien and encumbrances
hereof and the security interest granted herein. The Agent, at the expense of
the Borrower, may or shall cause statements, descriptions and assurances and
this Assignment to be recorded and re-recorded, filed and refiled, at such
times and in such places as may be required or permitted by law to so create,
perfect and preserve the lien and encumbrance hereof upon all of said
collateral.

16. The Borrower warrants and represents to the Agent and the Banks
that to the best of Borrower's knowledge, the Property described herein is now
and at all times hereafter will continue to be in full compliance with all
federal, state and local environmental laws and regulations as they now exist
or are hereafter enacted and/or amended, including, but not limited to, the
Comprehensive Environmental Response, Compensation and Liability Act of 1980,
as amended by the Superfund Amendments and Reauthorization Act of 1986, the
Resource Conservation and Recovery Act of 1976, as amended by the Used Oil
Recycling Act of 1980, and the Hazardous and Solid Waste Amendments of 1984, as
amended. The Borrower shall indemnify and hold the Agent and the Banks harmless
from and against any and all damages, penalties, fines, claims, liens, suits,
liabilities, costs (including cleanup costs), judgments and expenses (including
attorneys', consultants' or experts' fees and expenses) of every kind and
nature suffered by or asserted against the Agent or the Banks as a direct or
indirect result of any warranty or representation made by the Borrower in this
paragraph being false or untrue in any material respect or any requirement
under any law, regulation or ordinance, whether local, state or federal, which
requires the elimination or removal of any hazardous materials, substances,
wastes or other environmentally regulated substances. The Borrower's
obligations hereunder shall not be limited to any extent by the term of the
Indebtedness secured hereby, and, as to any act or occurrence prior to payment
in full and satisfaction of the Indebtedness which gives rise to liability
hereunder, shall continue, survive and remain in full force and effect
notwithstanding payment in full and satisfaction of the Indebtedness.

<PAGE> 101

17. This Assignment shall remain in full force and effect as long as
any Indebtedness of the Borrower to the Agent or the Banks remains unpaid in
whole or in part; provided, however, that if the Borrower is not in default of
any Indebtedness to the Agent or the Banks at the time that the Indebtedness is
paid in full, a complete release or satisfaction of all of the Agent's and the
Banks' rights and interest hereunder and satisfaction of the Note shall operate
to satisfy this Assignment.

18. In addition to all other Indebtedness secured by this Assignment,
this Assignment shall secure all future advances made by the Agent or the Banks
to Borrower pursuant to the Agreement for any purpose within twenty (20) years
from the date of this Assignment to the same extent as if such advances were
made on the date of this Assignment. Any such advances may be made at the
option of the Agent or the Banks. The total amount of the Indebtedness,
including future advances, that is secured by this Assignment, may increase or
decrease from time to time, but shall not exceed a maximum principal amount of
Five Hundred Million Dollars ($500,000,000.00) at any one time plus interest
thereon and any disbursement made by the Agent or the Banks for the payment of
taxes, levies or insurance on the Property with interest on such disbursement.

19. The provisions of this instrument shall be binding upon the
Borrower and its successors and assigns as well as any subsequent owner of the
Property, and upon the Agent and the Banks and their successors and assigns.
The creation of rights and powers under this Assignment in favor of, or
available to, the Agent or the Banks shall, in no way whatsoever, be construed
to impose concomitant duties or obligations of the Agent or the Banks in favor
of the Borrower or the Borrower's lessee except as expressly set forth herein.

IN WITNESS WHEREOF, the Borrower has executed this Assignment in
manner and form sufficient to bind it on the day and year first above written.

Signed, sealed and delivered
in the presence of: ,
-------------------------------------------
a Maryland corporation
- -----------------------
Name:
------------------

- ----------------------- By:
----------------------------------------
Name: Its:
------------------ ------------------------------------
Address: 400 E. South Street, Suite 500
Orlando, Florida 32801

<PAGE> 102

STATE OF FLORIDA

COUNTY OF ORANGE

The foregoing instrument was acknowledged before me this _____ day of
_____________, 199___, by ______________________, as _________________________
of ___________ ________________________, a Maryland corporation, on behalf of
the corporation. He is personally known to me/has produced
______________________________ as identification.

(SEAL)

---------------------------------------------------
Printed/Typed Name:
--------------------------------
Notary Public-State of Florida
---------------------
Commission Number:
Commission Expires:

<PAGE> 103

ACKNOWLEDGEMENT OF LESSEE

The undersigned hereby acknowledges receipt of an executed copy of
this Assignment this ____ day of ______________, 199__, and, upon written
notice from the Agent, hereby agrees to make payment directly to the Agent at
the address of the Agent as herein stated.

Lessee further agrees to notify the Agent of any default by the
Borrower under its lease with the Borrower and provide the Agent with the
opportunity to cure said default.

, a
--------------------------------
corporation
-----------------

By:
------------------------------
Title:
---------------------------
Address:
-------------------------

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

STATE OF _____________
COUNTY OF ____________

The foregoing instrument was acknowledged before me this _____ day of
_______________, 199__, by __________________, as ___________ on behalf of
_____________________________. He/She is personally known to me/has produced
____________________________ as identification.

(SEAL)

--------------------------------------------
Printed/Typed Name:
-------------------------
Notary Public-State of
---------------------
Commission Number:
Commission Expires:

<PAGE> 104

EXHIBIT "F"/PARCEL #1~

ANTI-COERCION STATEMENT

THE FOLLOWING STATEMENT IS REQUIRED UNDER RULE 4-124.002 OF THE RULES AND
REGULATIONS PROMULGATED BY THE INSURANCE COMMISSIONER OF THE STATE OF
FLORIDA RELATIVE TO ANTI-COERCION.

<TABLE>
<S> <C>
BORROWER: (Insert name of Borrower Owning Property)
a Maryland Corporation
400 East South Street, Suite 500
Orlando, Florida 32801

LENDER: FIRST UNION NATIONAL BANK OF FLORIDA,
as Agent for the Lenders under that certain Fourth Amended
and Restated Revolving Line of Credit and Security
Agreement dated as of August ___, 1997
800 North Magnolia
Avenue
Orlando, Florida 32802

LOAN AMOUNT: $200,000,000.00

PROPERTY: A parcel of land lying in 2~, 3~ as more particularly described on
Exhibit "A" attached hereto.
</TABLE>

The Insurance Laws of this state provide that the Lender may not
require the Borrower to take insurance through any particular insurance agent
or company to protect the mortgaged property from which leases, rents, incomes
and profits have been assigned.

The Borrower, subject to the rules adopted by the Insurance
Commissioner, has the right to have the insurance placed with an insurance
agent or company of his choice, provided the company meets the requirements of
the Lender. The Lender has the rights to designate reasonable financial
requirements as to the company and the adequacy of the coverage.

I have read the foregoing statement, or the rules of the Insurance
Commissioner relative thereto, and understand my rights and privileges and
those of the Lender relative to the placing of such insurance.

I have selected the 5~ Insurance Agency to write the hazard insurance
covering property located at 4~, 3~, 6~ or the tenant is obligated to furnish
hazard insurance and has selected _________________________ to provide such
insurance.

Dated this _____ day of _________________, 199__.

-----------------------------------,
a Maryland corporation

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

<PAGE> 105

EXHIBIT "G"

FORM OF
ASSIGNMENT AND ACCEPTANCE

Dated as of __________________, 19___

Reference is made to the Fourth Amended and Restated Revolving Line of
Credit and Security Agreement dated as of August ____, 1997 (as amended and in
effect from time to time, the "Agreement"), by and among Commercial Net Lease
Realty, Inc., a Maryland corporation, Net Lease Realty I, Inc., a Maryland
corporation, Net Lease Realty II, Inc., a Maryland corporation, Net Lease
Realty III, Inc., a Maryland corporation, and Net Lease Realty IV, Inc., a
Maryland corporation (collectively, the "Borrower"), the financial institutions
listed from time to time on the signature pages thereof (individually a "Bank"
and collectively the "Banks") and First Union National Bank of Florida, as
agent (in such capacity, the "Agent") for the Banks. Terms defined in the
Agreement and used herein without definition shall have the respective meanings
herein assigned to such terms in the Agreement.

[Name of Assigning Lender] (the "Assignor") and [Name of Assignee]
(the "Assignee") hereby agree as follows:

1. The Assignor hereby sells and assigns to the Assignee and the
Assignee hereby purchases and assumes from the Assignor, a
________________________ percent (_____%) undivided interest in all of the
Assignor's rights and obligations under the Agreement as of the Assignment Date
(as defined in paragraph 4 below), including, without limitation, (a) the
Assignor's obligation to make Advances thereunder and (b) the Assignor's
interest in all unpaid interest and commitment fees accrued as of the
Assignment Date.

2. The Assignor (i) represents and warrants that it is legally
authorized to enter into this Assignment and Acceptance; (ii) represents that
as of the date hereof, before giving effect to the assignment contemplated
hereby, its Revolving Credit Commitment is $______________________________and
the aggregate outstanding principal balance of the Advances made by it equals
$______________________________; (iii) makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Loan Documents or the
execution, legality, validity, enforceability, genuineness, sufficiency or
value of any Loan Document or any other instrument or document furnished
pursuant thereto, other than that it is the legal and beneficial owner of the
interest being assigned by it hereunder and that such interest is free and
clear of any adverse claim; and (iv) makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the
Borrower or the performance or observance by the Borrower of its

<PAGE> 106

obligations under the other Loan Documents to which it is a party or any other
instrument or document delivered or executed pursuant thereto.

3. The Assignee (a) represents and warrants that it is legally
authorized to enter into this Assignment and Acceptance; (b) confirms that it
has received a copy of the Loan Documents, together with copies of the most
recent financial statements delivered pursuant to Section 6.1 of the Agreement
and such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this Assignment and
Acceptance; (c) agrees that it will, independently and without reliance upon
the Assignor, any other Bank, or the Agent and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Loan Documents; (d)
appoints and authorizes the Agent to take such action as agent on its behalf
and to exercise such powers as are reasonably incidental thereto pursuant to
the terms of the Loan Documents; and (e) agrees that it will perform in
accordance with their terms all the obligations which by the terms of the Loan
Documents are required to be performed by it as a Bank.

4. The effective date for this Assignment and Acceptance shall be
_________________________ __________________, 19_______________(the "Assignment
Date"). Following the execution of this Assignment and Acceptance, each party
hereto and each Person consenting hereto shall deliver its duly executed
counterpart hereof to the Agent for acceptance by the Agent.

5. Upon such acceptance, from and after the Assignment Date (i) the
Assignee shall be a party to the Agreement and, to the extent provided in this
Assignment and Acceptance, have the rights and obligations of a Bank
thereunder, and (ii) the Assignor shall, with respect to that portion of its
interest under the Agreement assigned hereunder, relinquish its rights and be
released from its obligations under the Agreement.

6. Upon such acceptance and after the Assignment Date, the Agent shall
make all payments in respect of the rights and interests assigned hereby
(including payments of principal, interest, fees and other amounts) to the
Assignee. On the Assignment Date, the Assignee will pay to the Agent for the
pro rata account of the Assignor an amount equal to the percentage of the
Assignor's interest assumed by the Assignee hereunder, times the aggregate
outstanding principal amount of the Advances made by the Assignor.

7. THIS ASSIGNMENT AND ACCEPTANCE IS INTENDED TO BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF FLORIDA (WITHOUT
REFERENCE TO CONFLICT OF LAWS).

<PAGE> 107

8. This Assignment and Acceptance may be executed in any number of
counterparts which shall together constitute but one and the same agreement.

IN WITNESS WHEREOF, intending to be legally bound, each of the
undersigned has caused this Assignment and Acceptance to be executed on its
behalf by its officer thereunto duly authorized as of the date first above
written.

[ASSIGNOR]

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

[ASSIGNEE]

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

CONSENTED TO:

FIRST UNION NATIONAL BANK OF FLORIDA,
as Agent

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

COMMERCIAL NET LEASE REALTY, INC.

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

NET LEASE REALTY I, INC.

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

<PAGE> 108

NET LEASE REALTY II, INC.

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

NET LEASE REALTY III, INC.

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

NET LEASE REALTY IV, INC.

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

<PAGE> 109

EXHIBIT "H"/PARCEL #1~

AGREEMENT NOT TO ENCUMBER OR TRANSFER PROPERTY

As an inducement to certain financial institutions (hereinafter
collectively referred to as the "Banks") which have or may from time to time
become signatories to a Fourth Amended and Restated Revolving Line of Credit
and Security Agreement dated as of August ____, 1997, by and among COMMERCIAL
NET LEASE REALTY, INC., a Maryland corporation, NET LEASE REALTY I, INC., a
Maryland corporation, NET LEASE REALTY II, INC., a Maryland corporation, NET
LEASE REALTY III, INC., a Maryland corporation and NET LEASE REALTY IV, INC., a
Maryland corporation, the Banks and FIRST UNION NATIONAL BANK OF FLORIDA, as
the Agent (the "Agent"), as amended from time to time (the "Agreement") to
grant credit to [INSERT NAME OF BORROWER OWNING PROPERTY] (the "Borrower"),
pursuant to the Agreement, and in consideration thereof, the Borrower and its
successors and assigns, jointly and severally, agree that until all
indebtedness of the Borrower to the Agent or the Banks pursuant to the
Agreement, as amended from time to time and any other documents or instruments
incorporated therein or executed in conjunction therewith or any extension
thereof whether now existing or hereafter owing (the "Indebtedness") shall have
been paid in full, (a) the Borrower will pay all taxes, assessments, dues and
charges of every kind, imposed or which may be imposed or levied upon its real
and personal property prior to the time when any of such taxes, assessments,
dues or charges shall become delinquent, and (b) the Borrower will not, without
the prior written consent of the Agent and the Banks except as specifically
permitted by the terms of the Agreement: (1) create or permit any lien or other
encumbrances on said property or any interest thereon (other than presently
existing liens and securing the payment of loans and advances made to it
pursuant to the Agreement (2) transfer, sell, hypothecate, assign or in any
manner whatever dispose of the said property, or any interest therein,
including specifically, but without limitation, the real property located in
2~, 3~ as more fully described in Exhibit "A" attached hereto and made a part
hereof (the "Property").

The Borrower warrants that it is the record owner of a leasehold
interest in the Property pursuant to that certain _________________ Agreement
dated _____________, as amended from time to time, between ________________, as
record owner of the fee simple interest in the Property and the Borrower, and
the Borrower further warrants that the Property is free and clear of all
mortgages, liens and claims of any third party whatsoever other than a
leasehold interest pursuant to the Lease Agreement attached as Exhibit "B"
hereto, the rental income from which has been assigned to the Agent, for the
benefit of the Banks, and that the Borrower will forever defend the Agent and
the Banks against the claims of any such third party claimants.

It is further agreed and understood that if default be made in the
performance of any of the terms hereof, or of any instrument executed by
Borrower in connection herewith, or in the payment of the Indebtedness, the
Required Banks, as such term

<PAGE> 110

is defined in the Agreement, may, at their election, in addition to all other
remedies and rights which they may have by law, declare the entire remaining
unpaid principal and interest of any such obligations or indebtedness then
remaining unpaid to the Agent and the Banks due and payable forthwith.

Witnesses: ,
-----------------------------------------
a Maryland corporation

- ----------------------------
Printed Name:
--------------- ------------------------------------------
By:
- ---------------------------- ---------------------------------------
Printed Name: Title:
--------------- ------------------------------------
Address: 400 East South Street, Suite 500
Orlando, Florida 32801
STATE OF FLORIDA
COUNTY OF ORANGE

The foregoing instrument was acknowledged before me this _____ day of
___________, 199__, by _____________________________ as _______________________
of ________________________________, a Maryland corporation, on behalf of the
corporation. He is personally known to me/has produced ________________________
as identification.

(SEAL)

-----------------------------------------
Printed/Typed Name:
----------------------
Notary Public
Commission Number:
Commission Expires:

<PAGE> 111

EXHIBIT "I"/PARCEL #1~

COLLATERAL ASSIGNMENT OF LEASES, RENTS, AND PROFITS
AND SECURITY AGREEMENT

THIS ASSIGNMENT is executed and delivered this _____ day of
__________________, 199__, by COMMERCIAL NET LEASE REALTY, INC., a Maryland
corporation, whose address is 400 East South Street, Suite 500, Orlando,
Florida 32801 (hereinafter referred to as the "Borrower"), to and in favor of
FIRST UNION NATIONAL BANK OF FLORIDA, a national banking association organized
and existing under the laws of the United States of America, having its office
at 800 North Magnolia Avenue, Orlando, Florida 32801, as agent (in such
capacity, together with its successors in such capacity, the "Agent") for
certain commercial lending institutions (hereinafter referred to collectively
as the "Banks") which have or may from time to time become signatories to a
Fourth Amended and Restated Revolving Line of Credit and Security Agreement
dated August ____, 1997 by and among Borrower, Net Lease Realty I, Inc., Net
Lease Realty II, Inc., Net Lease Realty III, Inc., and Net Lease Realty IV,
Inc., the Banks, and the Agent, as amended from time to time (the "Agreement");

W I T N E S S E T H:

WHEREAS, Agent is the owner and holder on behalf of the Banks of a
certain Third Renewal and Modification Promissory Note (hereinafter, together
with all renewals, modifications or increases thereof referred to as the
"Note") dated August ____, 1997, in the amount of $200,000,000.00 made by the
Borrower to and in favor of the Agent on behalf of the Banks pursuant to the
terms of the Agreement (the Agreement, the Note and any other documents or
instruments incorporated therein or executed in conjunction therewith or any
extension thereof are hereinafter collectively referred to as the "Loan
Documents"); and

WHEREAS, the Borrower is the present owner of a leasehold interest in
certain real property (hereinafter referred to as the "Property") located in
2~, 3~, more particularly described on Exhibit "A" attached hereto and made a
part hereof; and

<PAGE> 112

credit represented by the Note, the Borrower does hereby assign, transfer, set
over and convey unto the Agent, for the benefit of the Banks, all of the
leases, rents, issues, profits, accounts receivable and income of, from, or
pertaining to the Property. This Assignment shall include all rents, income and
profits arising from any and all leases, rental or occupancy agreements that
may now be in effect, as well as any future or additional leases, rental or
occupancy agreements, and any renewals or extensions of such leases, rental or
occupancy agreements (collectively the "Lease"), that may be entered into by
Borrower for the lease, rental or occupancy of the Property, or any part
thereof, and Borrower hereby agrees to execute and deliver such other and
further assignments of said Leases as Agent may from time to time require.

In furtherance of the foregoing Assignment, the Borrower, the Agent
and the Banks further agree as follows:

<PAGE> 113

3. The Borrower represents and warrants that it is the owner of a
leasehold interest in the Property and has good title to the leases, rents,
income, issues and property hereby assigned and good right to assign the same,
and that no other person, firm, or corporation has any right, title, or
interest therein; that it has not previously sold, assigned, transferred,
mortgaged, or pledged said rents, issues, profits, income and leases of the
Property; and that payment of any of the same has not otherwise been
anticipated, waived, released, discounted, set off or otherwise discharged or
compromised.

<PAGE> 114

<PAGE> 115

14. The Borrower shall be deemed in default hereunder upon the
occurrence of one or more Events of Default as defined in Section 8 of the
Agreement.

<PAGE> 116

remain in full force and effect notwithstanding payment in full and
satisfaction of the Indebtedness.

<PAGE> 117

IN WITNESS WHEREOF, the Borrower has executed this Assignment in
manner and form sufficient to bind it on the day and year first above written.

Signed, sealed and delivered
in the presence of: COMMERCIAL NET LEASE REALTY, INC.,
a Maryland corporation
- -----------------------
Name:
------------------
By:
- ----------------------- ----------------------------------------
Name: Kevin Habicht, Executive Vice President
------------------ and Chief Financial Officer
Address: 400 E. South Street, Suite 500
Orlando, Florida 32801

STATE OF FLORIDA
COUNTY OF ORANGE

The foregoing instrument was acknowledged before me this _____ day of
_____________, 199___, by Kevin Habicht, as Executive Vice President and Chief
Financial Officer of Commercial Net Lease Realty, Inc., a Maryland corporation,
on behalf of the corporation. He is personally known to me/has produced
______________________________ as identification.

(SEAL)

Printed/Typed Name:
-------------------------------------------
Notary Public-State of Florida
--------------------------------
Commission Number:
Commission Expires:

<PAGE> 118

ACKNOWLEDGEMENT OF LESSEE

Lessee further agrees to notify the Agent of any default by the
Borrower under its lease with the Borrower and provide the Agent with the
opportunity to cure said default.

, a
--------------------------------
corporation
-----------------
By:
------------------------------
Title:
---------------------------
Address:
-------------------------
-------------------------

STATE OF _____________
COUNTY OF ____________

(SEAL)

-----------------------------------
Printed/Typed Name:
----------------
Notary Public-State of
-------------
Commission Number:
Commission Expires:

<PAGE> 119

EXHIBIT "J"/PARCEL #1~

AGREEMENT

THIS AGREEMENT is executed and delivered this _____ day of __________,
199__, by ______________________________, a ____________ corporation, whose
address is _________________________ (the "Landlord"), _______________________,
a Maryland corporation, whose address is 400 East South Street, Suite 500,
Orlando, Florida 32801 (the "Borrower") and First Union National Bank of
Florida, a national banking association, 800 North Magnolia Avenue, Suite 700,
Orlando, Florida 32801, as agent (together with its successors and assigns in
such capacity, the "Agent") for certain commercial lending institutions
(hereinafter referred to collectively as the "Banks") which have or may from
time to time become signatories to that certain Fourth Amended and Restated
Revolving Line of Credit and Security Agreement dated as of August ___, 1997,
by and among the Agent, the Banks and the Borrower, __________________________,
__________________________, __________________________ and ___________________,
as amended from time to time (the "Credit
Agreement").

W I T N E S S E T H:

WHEREAS, the Borrower is the present owner of a leasehold interest in
the real property located in 3~, 4~, as more fully described in Exhibit "A"
attached hereto and made a part hereof (the "Property") pursuant to that
certain ___________________ Agreement between the Landlord, as record owner of
the fee simple interest in the Property, and Borrower dated 5~, as amended from
time to time, a true and correct copy of which is attached hereto as Exhibit
"B" (the "Lease"); and

WHEREAS, the Agent and the Banks, as a condition of entering into the
aforesaid Credit Agreement, have required the execution by the Landlord of this
Agreement.

NOW THEREFORE, in consideration of the foregoing premises and other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Agent and the Landlord agree as follows:

1. The above recitals are true and accurate and incorporated herein.

2. The Landlord hereby represents and warrants to the Agent that the
Borrower is not in default under the Lease and that the copy attached hereto is
a true and correct copy of the Lease.

3. In the event of any default by the Borrower under the Lease:

<PAGE> 120

(a) the Landlord hereby agrees to provide written notice of
such default to the Agent at the address of the Agent as herein stated
or provided to the Landlord from time to time; and

(b) the Landlord hereby agrees to provide the Agent with the
opportunity to cure any such default.

4. The Borrower hereby enters into this Agreement to evidence its
consent to the provisions contained herein.

IN WITNESS WHEREOF, the Borrower, the Landlord and the Agent have
executed this Agreement on the day and year first above written.

Witnesses: ,
-----------------------------------------
a Maryland corporation

By:
- --------------------------- ---------------------------------------
Printed Name: Title:
-------------- -----------------------------------
Address: 400 East South Street
- --------------------------- Suite 500
Printed Name: Orlando, Florida 32801
--------------

STATE OF FLORIDA

COUNTY OF ORANGE

The foregoing instrument was acknowledged before me this _____ day of
___________, 199__, by ____________________________ as ________________________
of __________________________________________, a Maryland corporation, on
behalf of the corporation. He is personally known to me/has produced
_______________________ as identification.

(SEAL)

--------------------------------
Printed/Typed Name:
-------------
Notary Public
Commission Number:
Commission Expires:

<PAGE> 121

Witnesses: FIRST UNION NATIONAL BANK OF FLORIDA,
a national banking association, individually and
as Agent

By:
- ---------------------- -------------------------------------------
Printed Name: Bart S. Bishop, Vice President
--------- Address: 800 North Magnolia
Suite 700
- ---------------------- Orlando, Florida 32801
Printed Name:
---------

STATE OF FLORIDA

COUNTY OF ORANGE

The foregoing instrument was acknowledged before me this _____ day of
___________, 199__, by Bart S. Bishop, Vice President of FIRST UNION NATIONAL
BANK OF FLORIDA, a national banking association, individually and as Agent. He
is personally known to me/has produced _______________________ as
identification.

(SEAL)

--------------------------------
Printed/Typed Name:
-------------
Notary Public
Commission Number:
Commission Expires:

Witnesses:
----------------------------------------------

By:
- ---------------------- -------------------------------------------
Printed Name: Its:
--------- ------------------------------------------
Address:
------------------------------
- ---------------------- --------------------------------------
Printed Name:
---------

<PAGE> 122

STATE OF________

COUNTY OF_______

The foregoing instrument was acknowledged before me this _____ day of
___________, 199__, by ______________________, _______________________ of
______________________________, a ______________________ corporation, on behalf
of the corporation. He is personally known to me/has produced _________________
as identification.

(SEAL)

--------------------------------
Printed/Typed Name:
-------------
Notary Public
Commission Number:
Commission Expires:

<PAGE> 123

EXHIBIT "K"

THIS INSTRUMENT PREPARED BY AND
AFTER RECORDING TO BE RETURNED TO:

John R. Dierking, Esquire
HOLLAND & KNIGHT
200 South Orange Avenue
Suite 2600
Post Office Box 1526
Orlando, Florida 32802
(407) 425-8500

RELEASE OF COLLATERAL ASSIGNMENT OF LEASES, RENTS
AND PROFITS AND SECURITY AGREEMENT AND
UCC-1 FINANCING STATEMENT

FIRST UNION NATIONAL BANK OF FLORIDA, as agent (in such capacity,
together with its successors in such capacity, the "Agent") for certain
commercial lending institutions (hereinafter collectively referred to as the
"Banks") which have or may from time to time become signatories to a Revolving
Line of Credit and Security Agreement dated as of July 25, 1994, which was
subsequently amended and restated pursuant to an Amended and Restated Revolving
Line of Credit and Security Agreement dated as of April 13, 1995, which was
subsequently amended and restated pursuant to a Second Amended and Restated
Revolving Line of Credit and Security Agreement dated as of December 7, 1995,
which was subsequently amended and restated pursuant to a Third Amended and
Restated Revolving Line of Credit and Security Agreement dated as of September
3, 1996, which was subsequently amended and restated pursuant to a Fourth
Amended and Restated Revolving Line of Credit and Security Agreement dated as
of August _____, 1997, as amended from time

<PAGE> 124

to time, holder of that certain Collateral Assignment of Leases, Rents and
Profits and Security Agreement executed by Commercial Net Lease Realty, Inc., a
Maryland corporation, in favor of the Agent on behalf of the Banks, recorded in
Official Records Book ______, Page ______, public records of ______________
County, _______________ (the "Assignment") in consideration of the sum of ten
dollars ($10) and other valuable consideration, hereby releases from the lien
thereof the personal property arising out of the real property in
_______________ County, ______________, described on Exhibit "A" attached
hereto and made a part hereof (the "Property"). This release shall also release
the Property from that certain UCC-1 Financing Statement recorded in Official
Records Book _____, Page _____, public records of ____________ County,
_______________ (the "UCC-1").

Dated this ____ day of __________________, 199__.

Signed, sealed and delivered FIRST UNION NATIONAL BANK OF FLORIDA,
a national banking association

By:
- ------------------------------ ---------------------------------------
Printed Name: Bart S. Bishop, as its Vice President
----------------- Address: 800 North Magnolia Avenue,
Orlando, Florida 32802

- ------------------------------
Printed Name:
-----------------

<PAGE> 125

STATE OF FLORIDA

COUNTY OF ORANGE

The foregoing instrument was acknowledged before me this _____ day of
_______________, 199___ by Bart S. Bishop, Vice President of FIRST UNION
NATIONAL BANK OF FLORIDA, a national banking association, on behalf of the
Bank. He who is personally known to me/has produced __________________________
as identification and who did/did not take an oath.

(SEAL)

------------------------------------------
Printed/Typed Name:
-----------------------
Notary Public-State of
Commission Number:

<PAGE> 126

EXHIBIT L
to
Fourth Amended and Restated Revolving Line of Credit
and Security Agreement dated as of August 6, 1997
by and among
Commercial Net Lease Realty, Inc.,
Net Lease Realty I, Inc.,
Net Lease Realty II, Inc.,
Net Lease Realty III, Inc., and
Net Lease Realty IV, Inc.,
the Lenders listed on the signature pages thereof
and
FIRST UNION NATIONAL BANK OF FLORIDA,
as the Agent

NOTICE OF PREPAYMENT

First Union National
Bank of Florida
800 North Magnolia Avenue, 7th Floor
Orlando, Florida 32801
Attention: Bart Bishop

and

First Union National Bank
Of North Carolina
One First Union Center, TW-10
301 South College Street
Charlotte, North Carolina
28288-0735
Attention: Syndication Agency
Services

Ladies and Gentlemen:

This irrevocable Notice of Prepayment is delivered to you by
Commercial Net Lease Realty, Inc., Net Lease Realty I, Inc., Net Lease Realty
II, Inc., Net Lease Realty III, Inc., and Net Lease Realty IV, Inc.,
corporations organized under the laws of Maryland (collectively, the
"Borrower"), under Section 2.12 of the Fourth Amended and Restated Revolving
Line of Credit and Security Agreement dated as of August __, 1997 (together
with all amendments and other modifications, if any, from time to time made
thereto, the "Credit Agreement"), by and among the Borrowers, the

<PAGE> 127

Lenders listed on the signature pages thereof, and First Union National Bank of
Florida, as the Agent.

1. The Borrower hereby provides notice to the Agent that the Borrower
shall repay the following Prime Rate Advances, Floating LIBOR Rate Advances
and/or LIBOR Rate Advances. __________________________ ________________________.
(Complete in accordance with Section 2.2 of the Credit Agreement.)

2. The Borrower, hereby provides notice that the Borrower shall repay
the above-referenced Loans on the following Business Day:______________________.
(Complete in accordance with Section 2.2 of the
Credit Agreement.)

3. All capitalized undefined terms used herein have the meanings
assigned thereto in the Credit Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Notice of
Prepayment this ____ day of __________________, 19___.

COMMERCIAL NET LEASE REALTY, INC.
[CORPORATE SEAL]

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

NET LEASE REALTY I, INC.
[CORPORATE SEAL]

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

NET LEASE REALTY II, INC.
[CORPORATE SEAL]

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

<PAGE> 128

NET LEASE REALTY III, INC.
[CORPORATE SEAL]

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

NET LEASE REALTY IV, INC.
[CORPORATE SEAL]

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

<PAGE> 129

EXHIBIT M
to
Fourth Amended and Restated Revolving Line of Credit
and Security Agreement dated as of August 6, 1997
by and among
Commercial Net Lease Realty, Inc.,
Net Lease Realty I, Inc.,
Net Lease Realty II, Inc.,
Net Lease Realty III, Inc., and
Net Lease Realty IV, Inc.,
the Lenders listed on the signature pages thereof
and
FIRST UNION NATIONAL BANK OF FLORIDA,
as the Agent

NOTICE OF CONVERSION/CONTINUATION

First Union National
Bank of Florida
800 North Magnolia Avenue, 7th Floor
Orlando, Florida 32801
Attention: Bart Bishop

and

First Union National Bank
Of North Carolina
One First Union Center, TW-10
301 South College Street
Charlotte, North Carolina
28288-0735
Attention: Syndication Agency
Services

Ladies and Gentlemen:

This irrevocable Notice of Conversion/Continuation (the "Notice") is
delivered to you under Section 2.15 of the Fourth Amended and Restated
Revolving Line of Credit and Security Agreement dated as of August _____, 1997
(as amended, restated or otherwise modified, the "Credit Agreement"), by and
among Commercial Net Lease Realty, Inc., Net Lease Realty I, Inc., Net Lease
Realty II, Inc., Net Lease Realty III, Inc., and Net Lease Realty IV, Inc.,
corporations organized under the laws of Maryland

<PAGE> 130

(collectively, the "Borrower"), the Lenders listed on the signature pages
thereof (the "Lenders"), and First Union National Bank of Florida, as the
Agent.

1. This Notice of Conversion/Continuation is submitted for the purpose
of: (Complete applicable information.)

(a) [Converting] [continuing] an _____________________
Advance [into] [as] an ____________________________
Advance.(1)

(b) The aggregate outstanding principal balance of such
Advance is $__________________________________.

(d) The principal amount of such Advance to be
[converted] [continued] is
$_______________________________.(3)

(e) The requested effective date of the [conversion]
[continuation] of such Advance is
________________________.(4)

2. No Default or Event of Default exists, and none will exist upon the
conversion or continuation of the Advance requested herein.

3. All capitalized undefined terms used herein have the meanings
assigned thereto in the Credit Agreement.

IN WITNESS WHEREOF, the undersigned has executed this Notice of
Conversion/Continuation this ____ day of __________________, 19___.

COMMERCIAL NET LEASE REALTY, INC.

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

<PAGE> 131

NET LEASE REALTY I, INC.

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

NET LEASE REALTY II, INC.

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

NET LEASE REALTY III, INC.

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

NET LEASE REALTY IV, INC.

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

<PAGE> 132

(1) Delete the bracketed language and insert "Prime Rate", or "LIBOR
Rate", as applicable, in each blank.

(2) Insert applicable date for any LIBOR Rate Loan being converted or
continued.

(3) Complete with an amount in compliance with Section 2.2 of the Credit
Agreement.

(4) Complete with a Business Day at least three (3) Business Days after
the date of this Notice.

<PAGE> 1
EXHIBIT 23.2

[Letterhead of KPMG Peat Marwick LLP]

Consent of Independent Certified Public Accountants

The Board of Directors
Commercial Net Lease Realty, Inc.

We consent to the use of our reports incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the prospectus.

/s/ KPMG Peat Marwick LLP

September 11, 1997