<PAGE>

                                                                    EXHIBIT 4.12

                         LINE OF CREDIT LOAN AGREEMENT


                                     among


                       CATELLUS DEVELOPMENT CORPORATION,


                         BANK OF AMERICA NATIONAL TRUST
                            AND SAVINGS ASSOCIATION,
                            as Administrative Agent,


                       THE FIRST NATIONAL BANK OF CHICAGO
                            as Documentation Agent,


                                      and


                 THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO



                          Dated as of October 28, 1996
<PAGE>

<TABLE>
<CAPTION>
                               TABLE OF CONTENTS
<S>                                                                                       <C>
ARTICLE 1. DEFINITIONS.................................................................   1

       1.1 Certain Defined Terms.......................................................   1
       1.2 Other Interpretive Provisions...............................................  17

             1.2.1 Use of Defined Terms................................................  17
             1.2.2 Certain Common Terms................................................  17

                    (a) The Agreement..................................................  17
                    (b) Documents......................................................  17
                    (c) Including......................................................  17
                    (d) Performance....................................................  18
                    (e) Contracts......................................................  18
                    (f) Laws...........................................................  18
                    (g) Captions.......................................................  18
                    (h) Independence of Provisions.....................................  18
                    (i) Exhibits.......................................................  18

             1.2.3 Accounting Principles...............................................  18

                    (a) Accounting Terms...............................................  18
                    (b) Fiscal Periods.................................................  19

ARTICLE 2. THE CREDITS.................................................................  19

    2.1 Amounts and Terms of Commitments...............................................  19
    2.2 Loan Accounts..................................................................  19
    2.3 Procedure for Borrowing........................................................  20
    2.4 Conversion and Continuation Elections..........................................  21
    2.5 Optional Prepayments...........................................................  23
    2.6 Mandatory Prepayments of Loans.................................................  23

             2.6.1 Property Dispositions...............................................  23
             2.6.2 Events of Loss......................................................  23
             2.6.3 Remargining.........................................................  23
             2.6.4 General.............................................................  24

    2.7 Repayment at Maturity..........................................................  25

    2.8 Interest.......................................................................  25
</TABLE>
                                       i
<PAGE>

<TABLE>
<S>                                                                                      <C>
             2.8.1   Accrual Rate......................................................  25
             2.8.2   Payment...........................................................  25
             2.8.3   Default Interest..................................................  25
             2.8.4   Maximum Legal Rate................................................  25

    2.9   Fees.........................................................................  25

             2.9.1   Administrative Agent Fees.........................................  25
             2.9.2   Commitment Fee....................................................  26
             2.9.3   Unused Fee........................................................  26
             2.9.4   Letter of Credit Fees.............................................  26

    2.10   Computation of Interest and Fees............................................  26
    2.11   Payments by the Borrower....................................................  27
    2.12   Payments by the Banks to the Administrative Agent...........................  27
    2.13   Sharing of Payments.........................................................  28
    2.14   Security....................................................................  29
    2.15   Reconveyance................................................................  29
    2.16   Encumbrance of Additional Properties........................................  30
    2.17   Development of Entitled Land................................................  32

ARTICLE 3.       TAXES, YIELD PROTECTION AND ILLEGALITY................................  32

    3.1   Taxes........................................................................  32
    3.2   Illegality...................................................................  33
    3.3   Increased Costs and Reduction of Return......................................  33
    3.4   Funding Losses...............................................................  35
    3.5   Inability to Determine Rates.................................................  36
    3.6   Certificates of Banks........................................................  36
    3.7   Survival.....................................................................  36

ARTICLE 4.       CONDITIONS PRECEDENT..................................................  36

    4.1   Conditions of Initial Loans..................................................  36

             4.1.1   Credit Agreement, Notes and Environmental Indemnity...............  37
             4.1.2   Resolutions; Incumbency...........................................  37
             4.1.3   Organization Documents; Good Standing.............................. 37
             4.1.4   Legal Opinions..................................................... 37
             4.1.5   Payment of Fees.................................................... 37
             4.1.6   Collateral Documents............................................... 38
             4.1.7   Environmental Review............................................... 39
             4.1.8   Lease Review....................................................... 39
             4.1.9   Certificate........................................................ 39
             4.1.10      Other Documents................................................ 40
</TABLE>
                                      ii
<PAGE>

<TABLE>
<S>                                                                                      <C>
    4.2   Conditions to All Borrowings................................................  40

             4.2.1   Notice of Borrowing..............................................  40
             4.2.2   Continuation of Representations and Warranties...................  40
             4.2.3   No Existing Default..............................................  40
             4.2.4   No Future Advance Notice.........................................  40
             4.2.5   Further Assurances...............................................  40
             4.2.6   Title Indorscments...............................................  40

     4.3   Letters of Credit..........................................................  41

         4.3.1   Letter of Credit Application.........................................  41

ARTICLE 5.       REPRESENTATIONS AND WARRANTIES.......................................  41

     5.1   Corporate Existence and Power..............................................  41
     5.2   Corporate Authorization; No Contravention..................................  41
     5.3   Governmental Authorization.................................................  42
     5.4   Binding Effect.............................................................  42
     5.5   Litigation.................................................................  42
     5.6   No Default.................................................................  43
     5.7   ERISA Compliance...........................................................  43
     5.8   Use of Proceeds; Margin Regulations........................................  44
     5.9   Title to Properties........................................................  44
     5.10  Taxes......................................................................  44
     5.11  Financial Condition........................................................  44
     5.12  Environmental Matters......................................................  45
     5.13  Collateral Documents.......................................................  46
     5.14  Regulated Entities.........................................................  46
     5.15  No Burdensome Restriction.s................................................  47
     5.16  Subsidiaries...............................................................  47
     5.17  Insurance..................................................................  47
     5.18  Solvency...................................................................  47
     5.19  Full Disclosure............................................................  47
     5.20  Name and Principal Place of Business.......................................  47

ARTICLE 6.       AFFIRMATIVE COVENANTS................................................  47

     6.1   Financial Statements.......................................................  48

             6.1.1   Annual Borrower Financial Statements.............................  48
             6.1.2   Annual Borrower Cash Flow Projections............................  48
             6.1.3   Quarterly Borrower Financial Statements..........................  48
             6.1.4   Quarterly Property Operating Statements and Rent Rolls...........  48
</TABLE>
                                      iii
<PAGE>

<TABLE>
<S>                                                                                     <C>
     6.2   Certificates; Other Information............................................  48
     6.3   Notices....................................................................  49
     6.4   Preservation of Corporate Existence, Etc...................................  50
     6.5   Maintenance of Property....................................................  51
     6.6   Insurance..................................................................  51
     6.7   Payment of Obligations.....................................................  52
     6.8   Compliance with Laws.......................................................  53
     6.9   Inspection of Property and Books and Records...............................  53
     6.10  Environmental Laws.........................................................  53
     6.11  Use of Proceeds............................................................  54
     6.12  Further Assurances.........................................................  54
     6.13  Copies of Leases...........................................................  54
     6.14  Debt Coverage..............................................................  55
     6.15  Fixed Charge Coverage......................................................  55
     6.16  Leverage...................................................................  55
     6.17  Tangible Net Worth.........................................................  55

ARTICLE 7.       NEGATIVE COVENANTS...................................................  55

     7.1   Limitation on Liens........................................................  55
     7.2   Lease of a Property........................................................  56
     7.3   Consolidations and Mergers.................................................  57
     7.4   Limitation on Subordinated Indebtedness....................................  57
     7.5   Limitation on Preferred Shares.............................................  57
     7.6   Transactions with Affiliates...............................................  57
     7.7   Use of Proceeds............................................................  57
     7.8   Change in Business.........................................................  58
     7.9   Accounting Changes.........................................................  58
     7.10  Lease Amendments...........................................................  58
     7.11  Leasing or Management Office...............................................  58
     7.12  Management Agreements......................................................  58

ARTICLE 8.       EVENTS OF DEFAULT....................................................  58

     8.1   Event of Default...........................................................  58

                    (a) Non-Payment...................................................  58
                    (b) Representation or Warranty....................................  58
                    (c) Certain Specific Defaults.....................................  59
                    (d) Other Specific Defaults.......................................  59
                    (e) Other Defaults................................................  59
                    (f) Insolvency; Voluntary Proceedings.............................  59
                    (g) Involuntary Proceedings.......................................  59
                    (h) Monetary Judgments............................................  60
                    (i) Non-Monetary Judgments........................................  60
</TABLE>
<PAGE>

                                      iv
<TABLE>
<S>                                                                                     <C>
                    (j) Adverse Change................................................  60

     8.2   Remedies...................................................................  60
     8.3   Rights Not Exclusive.......................................................  61

ARTICLE 9.       THE ADMINISTRATIVE AGENT.............................................  61

     9.1   Appointment and Authorization..............................................  61
     9.2   The Administrative Agent's Powers..........................................  61
     9.3   Limitation on the Administrative Agent's Duties............................  62
     9.4   Acknowledgment of the Co-Lender Agreement..................................  62
     9.5   Documentation Agent and Co-Agents..........................................  62
     9.6   Successor Administrative Agent, Documentation Agent and Co-Agents..........  62

ARTICLE 10.      MISCELLANEOUS........................................................  63

     10.1   Amendments and Waivers....................................................  63
     10.2   Notices...................................................................  64
     10.3   No Waiver; Cumulative Remedies............................................  65
     10.4   Costs and Expenses........................................................  65
     10.5   Indemnity.................................................................  66
     10.6   Assignments, Participations, etc..........................................  67
     10.7   Successors and Assigns....................................................  69
     10.8   Confidentiality...........................................................  69
     10.9   Set-off...................................................................  70
     10.10  Notification of Addresses, Lending Offices, Etc...........................  70
     10.11  Counterparts..............................................................  70
     10.12  Severability..............................................................  70
     10.13  No Third Parties Benefited................................................  70
     10.14  Governing Law and Jurisdiction............................................  70
     10.15  Reference and Arbitration.................................................  71

             10.15.1   Judicial Reference.............................................  71
             10.15.2   Mandatory Arbitration..........................................  71
             10.15.3   Real Property Collateral.......................................  71
             10.15.4   Provisional Remedies, Self-Help and Foreclosure................  72

     10.16   Entire Agreement.........................................................  72
</TABLE>
                                       v
<PAGE>

<TABLE>
<CAPTION>
SCHEDULES
<S>            <C>
Schedule 1.1   List of Appraised Values
Schedule 2.1   Commitments and Pro Rata Shares
Schedule 5.5   Litigation
Schedule 5.7   ERISA Disclosures
Schedule 5.11  Financial Condition Disclosures
Schedule 5.12  Environmental Disclosures
Schedule 5.16  (a) Subsidiaries
               (b) Equity Investments
Schedule 5.17  Insurance Disclosures
Schedule 10.2  Offshore and Domestic Lending Offices, Addresses for Notices


EXHIBITS

Exhibit A      Notice of Borrowing
Exhibit B      Notice of Conversion/Continuation
Exhibit C      Compliance Certificate
Exhibit D      Legal Opinion Forms
Exhibit E      Assignment and Acceptance Agreement
Exhibit F      Note Form
Exhibit G      List of Operating Properties
Exhibit H      Estoppel Certificate Form
Exhibit I      Description of the Woodridge Property
Exhibit J      Configuration of the Woodridge Property Taking Area
Exhibit K      Letter of Credit Application Form
</TABLE>
                                      vi
<PAGE>

                         LINE OF CREDIT LOAN AGREEMENT
                                   (Secured)

     This LINE OF CREDIT LOAN AGREEMENT (the "Agreement") is entered into as of
                                              ---------
October 28, 1996, among CATELLUS DEVELOPMENT CORPORATION, a Delaware corporation
(the "Borrower"), the several financial institutions from time to time party to
      --------
this Agreement (collectively, the "Banks"; individually, a "Bank"), Bank of
                                   -----                    ----
America National Trust and Savings Association, as administrative agent for the
Banks, and The First National Bank of Chicago, as documentation agent.

     WHEREAS, the Banks have agreed to make available to the Borrower a secured
revolving credit facility upon the terms and subject to the conditions set forth
in this Agreement;

     NOW, THEREFORE, in consideration of the mutual agreements, provisions and
covenants contained herein, the parties agree as follows:

                                   ARTICLE 1.

                                  DEFINITIONS
                                  -----------

     1.1   Certain Defined Terms. The following terms have the following
           ---------------------
meanings:

          "Administrative Agent" means BofA in its capacity as administrative
           --------------------
agent for the Banks hereunder, and any successor administrative agent designated
under Section 9.6.
      -----------

          "Affiliate" means, as to any Person, (a) any other Person which,
           ---------
directly or indirectly, is in control of, is controlled by, or is under common
control with, (i) such Person or (ii) any general partner of such Person; (b)
any other Person five percent (5.O) or more of the equity interest of which is
held beneficially or of record by (i) such Person or (ii) any general partner of
such Person; or (c) any general or limited partner of (i) such Person or (ii)
any general partner of such Person. A Person shall be deemed to "control"
another Person if the controlling Person possesses, directly or indirectly, the
power to direct or cause the direction of the management and policies of the
other Person, whether through the ownership of voting securities, by contract,
or otherwise; provided, however, that no Person shall be deemed to "control"
another Person solely because such Persons have a common director or an employee
or agent of one such Person is a director of the other.

          "Agent-Related Persons" means BofA and any successor administrative
           ---------------------
agent designated under Section 9.6, together with their respective Affiliates,
                        -----------
and the officers, directors, employees, agents and attorneys-in-fact of such
Persons and Affiliates.

          "Agent's Payment Office" means the address for payments set forth on
           ----------------------
the signature page hereto in relation to the Administrative Agent, or such other
address as the

                                       1
<PAGE>

Administrative Agent may from time to time specify by written notice to Borrower
in accordance with the terms of this Agreement.

          "Agreement" means this Line of Credit Loan Agreement, as amended,
           ---------
supplemented or modified from time to time.

          "Applicable Margin" means (i) with respect to Reference Rate Loans,
           -----------------
0%, and (ii) with respect to LIBOR Loans, 1.75%; provided, however, that if as
                                                 --------
of the end of any fiscal quarter the Borrower has maintained (a) Debt Coverage
of not less than 1.60:1.0, (b) Fixed Charge Coverage of not less than 1.60:1.0,
and (c) Leverage not greater than 0.60:1.0 (regardless of the exchange of any of
the Borrower's Series B preferred stock for subordinated debt), the "Applicable
Margin" with respect to LIBOR Loans shall mean 1.625% during the next fiscal
quarter following delivery of the financial statements evidencing compliance
with the foregoing conditions.

          "Appraisal" means an appraisal of the market value of a Property in
           ---------
the condition existing as of the date of such appraisal taking into account any
and all Estimated Remediation Costs applicable to such Property. Such appraisal
shall be conducted in accordance with all Requirements of Law applicable to the
Banks, and all applicable internal policies of the Administrative Agent, by (i)
an independent appraisal firm selected by the Administrative Agent or (ii) the
BofA in-house appraisal department. No appraisal of any Property shall include
any part of such Property (or any improvements located on such part of such
Property) previously released or reconveyed from the Lien of the Deed of Trust
encumbering such Property and no longer owned by the Borrower.

          "Appraised Value" means, for any Property at any time, the value
           ---------------
established by the Appraisal conducted prior to the recording of the Deed of
Trust encumbering such Property to secure the Obligations. The Appraised Values
for the Properties as of the Closing Date are set forth on Schedule 1.1.
                                                           ------------
However, nothing contained in this Agreement is intended to be, nor should it be
construed as, an admission by the Borrower as to the fair cash market value of
any Property, or any portion thereof.

          "Assignee" has the meaning specified in Section 10.6.1.
           --------                               --------------

          "Attorney Costs" means and includes all reasonable fees and
           --------------
disbursements of any law firm or other external counsel, and the reasonable
allocated cost of internal legal services and all disbursements of internal
counsel, to the extent described in Sections 4.1.5, 10.4 and 10.5.1.

          "Availability" means, at any time, the least of (i) the Operating
           ------------
Portfolio Cash Flow Value at such time, (ii) the Portfolio Appraisal Value at
such time, or (iii) the Maximum Commitment Amount at such time.

          "Bank" means one of the institutions described as a Bank" in the
           ----
introductory clause hereto.

                                       2
<PAGE>

          "Bankruptcy Code" means the Bankruptcy Reform Act of 1978, as amended
           ---------------
or recodified from time to time (11 U.S.C. (S)101, et seq.).
                                                   -- ---

          "BofA" means Bank of America National Trust and Savings Association,
           ----
a national banking association.

          "Borrower" means the Person specified as the "Borrower" in the
           --------
introductory clause hereto.

          "Borrowing" means a disbursement hereunder consisting of Loans of the
           ---------
same Type made to the Borrower on the same day by the Banks under Article 2 and,
                                                                  ---------
other than in the case of Reference Rate Loans, having the same Interest Period.

           "Borrowing Date" means any date on which a Borrowing occurs under
            --------------
Section 2.3.
-----------

          "Business Day" means any day other than a Saturday, Sunday or other
           ------------
day on which commercial banks in New York City or San Francisco are authorized
or required by law to close and, if the applicable Business Day relates to any
LIBOR Loan, means such a day on which dealings are carried on in the applicable
offshore dollar interbank market.

          "Capital Adequacy Regulation" means any guideline, request or
           ---------------------------
directive of any central bank or other Governmental Authority, or any other law,
rule or regulation, whether or not having the force of law, in each case,
regarding capital adequacy of any bank or of any corporation controlling a bank.

          "CERCLA" means the Comprehensive Environmental Response, Compensation
           ------
and Liability Act of 1980, as amended or recodified from time to time.

          "Closing Date" means the date on which the initial Deeds of Trust are
          ------------
recorded.

          "Co-Agent" means any Bank designated as a "Co-Agent" in this
           --------
Agreement, each in its capacity as a co-agent for the Banks hereunder, and any
successor co-agent designated under Section 9.6.
                                    -----------

          "Code" means the Internal Revenue Code of 1986, as amended or
           ----
recodified from time to time, and regulations promulgated thereunder.

          "Collateral" means all property and interests in property and proceeds
           ----------
thereof now owned or hereafter acquired by the Borrower in or upon which a Lien
now or hereafter exists in favor of the Administrative Agent, on behalf of the
Banks, whether under this Agreement or under any other documents executed by the
Borrower and delivered to the Administrative Agent, on behalf of the Banks.

                                       3
<PAGE>

          "Collateral Documents" means, collectively, (i) the Deeds of Trust,
           --------------------
the Lease Assignments and all other security agreements, mortgages, deeds of
trust, lease assignments and other similar agreements between the Borrower and
the Administrative Agent, for the benefit of the Banks, now or hereafter
delivered to the Administrative Agent pursuant to or in connection with the
transactions contemplated hereby, and all financing statements (or comparable
documents now or hereafter filed in accordance with the Uniform Commercial Code
or comparable law) against the Borrower as debtor in favor of the Administrative
Agent, for the benefit of the Banks, as secured party, pursuant to or in
connection with the transactions contemplated hereby, and (ii) any amendments,
supplements, modifications, renewals, replacements, consolidations,
substitutions and extensions of any of the foregoing.

          "Commitment" means the amount of the credit and the outstanding Loans
           ----------
for which each Bank is obligated under this Agreement.

          "Compliance Certificate" means a certificate substantially in the
           ----------------------
form of Exhibit C.
        ---------

          "Contingent Obligation" means, as to any Person, any liability of that
           ---------------------
Person, whether or not contingent, with or without recourse, (a) with respect to
any Guaranty Obligation; or (b) with respect to any Surety Instrument issued for
the account of that Person or as to which that Person is otherwise liable for
reimbursement of drawings or payments.

          "Contractual Obligation" means, as to any Person, any provision of any
           ----------------------
security issued by such Person or of any agreement, undertaking, contract,
indenture, mortgage, deed of trust or other instrument, document or agreement to
which such Person is a party or by which it or any of its property is bound.

          "Conversion/Continuation Date" means any date on which, under Section
           ----------------------------                                 -------
2.4, the Borrower (a) converts Loans of one Type to another Type, or (b)
---
continues as Loans of the same Type, but with a new Interest Period, Loans
having Interest Periods expiring on such date.

          "Debt Coverage" means, at any time, the ratio of (a) EBITDA to (b)
           -------------
Debt Service, each measured over the four (4) most recent consecutive fiscal
quarters for which financial statements are available at such time.

          "Debt Service" means, for any period, (i) all interest expense
           ------------
(including capitalized interest expense) for such period, plus (ii) the
                                                          ----
aggregate amount of regularly scheduled principal payments due and payable
during such period, (iii) the interest expense accruing on subordinated
Indebtedness during such period.

          "Deed of Trust" means any deed of trust, mortgage, leasehold mortgage,
           -------------
assignment of rents or other document creating a Lien on real property or any
interest in real property.

                                       4
<PAGE>

          "Default" means any event or circumstance which, with the giving of
           -------
notice, the lapse of time, or both, would (if not cured or otherwise remedied
during such time) constitute an Event of Default.

          "Disposition" means the sale, conveyance or other disposition of a
           -----------
Property, but excluding any Event of Loss.

          "Documentation Agent" means The First National Bank of Chicago in its
           -------------------
capacity as documentation agent for the Banks hereunder, and any successor
documentation agent designated under Section 9.6.
                                     -----------

          "Dollars," "dollars" and "$" each mean lawful money of the United
           -------    -------       -
States.

          "EBITDA" means, for any fiscal period, (a) the sum of the aggregate
           ------
amounts of the following items for the Borrower and its subsidiaries for such
period: (i) net income, (ii) provisions for taxes based on income, (iii)
interest expense (including capitalized interest expense), (iv) depreciation
expense, (v) amortization expense and (vi) the aggregate amount of other
expenses, losses on sales of nonstrategic assets, net realizable value write-
downs and other non-recurring charges and extraordinary losses, less (b) the
                                                                ----
aggregate amount of gain on sales of non-strategic assets and other
extraordinary gains, all as determined on a consolidated basis for the Borrower
and its subsidiaries in accordance with GAAP, consistently applied.

          "Eligible Assignee" means (i) a commercial bank, savings and loan or
           -----------------
savings bank organized under the laws of the United States, or any state
thereof, and having a combined capital and surplus of at least $100,000,000;
(ii) a commercial bank organized under the laws of any other country which is a
member of the Organization for Economic Cooperation and Development (the
"OECD"), or a political subdivision of any such country, and having a combined
capital and surplus of at least $100,000,000, provided that such bank is acting
                                              --------
through a branch or agency located in the United States; (iii) a Person that is
primarily engaged in the business of commercial banking and that is (A) a
Subsidiary of a Bank, (B) a Subsidiary of a Person of which a Bank is a
Subsidiary, or (C) a Person of which a Bank is a Subsidiary; or (iv) any other
Person engaged in the business of commercial real estate lending and acceptable
to the Administrative Agent, the Majority Banks and the Borrower in their sole
discretion.

          "Entitled Land" means an unimproved Property that satisfies all of the
           -------------
following conditions: (i) the Borrower's intended use of such Property (which
must include one or more of the uses permissible under clause (i) of the first
sentence of Section 2.16.1) is permissible under the applicable general plan or
            --------------
its equivalent, and (ii) such intended use is permissible under any applicable
specific plan, zoning classification and development agreement; provided,
                                                                --------
however, that the Property located in Romeoville, Illinois shall be deemed to be
"Entitled Land" notwithstanding the zoning of a portion of such Property for
agricultural uses.

                                       5
<PAGE>

          "Environmental Claims" means all claims, however asserted, by any
           --------------------
Governmental Authority or other Person alleging potential liability or
responsibility for violation of any Environmental Law, or for release or injury
to the environment or threat to public health, personal injury (including
sickness, disease or death), property damage, natural resources damage, or
otherwise alleging liability or responsibility for damages (punitive or
otherwise), cleanup, removal, remedial or response costs, restitution, civil or
criminal penalties, injunctive relief, or other type of relief, resulting from
or based upon the presence, placement, discharge, emission or release (including
intentional and unintentional, negligent and non-negligent, sudden or non-
sudden, accidental or non-accidental, placement, spills, leaks, discharges,
emissions or releases) of any Hazardous Material at, in, or from property,
whether or not owned by the Borrower.

          "Environmental Indemnity" means the unsecured environmental indemnity
           -----------------------
executed by the Borrower and delivered to the Administrative Agent, for the
benefit of the Banks, pursuant to Section 4.1.1.
                                  -------------

          "Environmental Laws" means all federal, state or local laws, statutes,
           ------------------
common law duties, rules, regulations, ordinances and codes, together with all
administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authorities, in each case
relating to environmental, health and safety matters, including CERCLA, the
Clean Air Act, the Federal Water Pollution Control Act of 1972, the Solid Waste
Disposal Act, the Federal Resource Conservation and Recovery Act, the Toxic
Substances Control Act, the Emergency Planning and Community Right-to-Know Act,
the California Hazardous Waste Control Law, the California Solid Waste
Management, Resource, Recovery and Recycling Act, the California Water Code and
the California Health and Safety Code.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
           -----
amended or recodified from time to time, and regulations promulgated thereunder.

          "ERISA Affiliate" means any trade or business (whether or not
           ---------------
incorporated) under common control with the Borrower within the meaning of
Sections 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for
purposes of provisions relating to Section 412 of the Code).

          "ERISA Event" means (a) a Reportable Event with respect to a Pension
           -----------
Plan or a Multiemployer Plan; (b) a withdrawal by the Borrower or any ERISA
Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan
year in which it was a substantial employer (as defined in Section 4001(a)(2) of
ERISA) or a cessation of operations which is treated as such a withdrawal under
Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower
or any ERISA Affiliate from a Multiemployer Plan; (d) the filing of a notice of
intent to terminate, the treatment of a plan amendment as a termination under
Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC
to terminate a Pension Plan or Multiemployer Plan subject to Title IV of ERISA;
(e) failure by the Borrower or any member of the Controlled Group to make

                                       6
<PAGE>

required contributions to a Pension Plan or Multiemployer Plan; (f) an event or
condition which might reasonably be expected to constitute grounds under Section
4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Pension Plan or Multiemployer Plan; (g) the imposition of any
liability under Title IV of ERISA, other than PBGC premiums due but not
delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA
Affiliate; or (g) an application for a funding waiver or an extension of any
amortization period pursuant to Section 412 of the Tax Code with respect to any
Pension Plan.

          "Estimated Remediation Cost" means for any Property all costs
           --------------------------
associated with performing work to remediate contamination of real property or
groundwater, as determined by a qualified engineer or consultant reasonably
acceptable to the Administrative Agent, to the extent that any such work is
required to be performed or any such cost must be incurred in order to bring
such Property into compliance with any Requirement of Law, including engineering
and other professional fees and expenses, costs to remove, transport and dispose
of contaminated soil, costs to "cap" or otherwise contain contaminated soil, and
costs to pump and treat water and monitor water quality.

          "Event of Default" means any of the events or circumstances specified
           ----------------
in Section 8.1.
   -----------


          "Event of Loss" means, with respect to any Property, any of the
           -------------
following: (a) any loss or destruction of, or damage to, such Property; or (b)
any actual condemnation, seizure or taking, by exercise of the power of eminent
domain or otherwise, of such Property, or confiscation of such Property or the
requisition of the use of such Property by a Governmental Authority or any
Person having the power of eminent domain, or any voluntary transfer of such
Property or any portion thereof in lieu of any such condemnation, seizure or
taking.

          "Federal Funds Rate" means, for any day, the rate set forth in the
           ------------------
weekly statistical release designated as H.15(519), or any successor
publication, published by the Federal Reserve Bank of New York (including any
such successor, "H.15(519)") on the preceding Business Day opposite the caption
"Federal Funds (Effective)"; or, if for any relevant day such rate is not so
published on any such preceding Business Day, the rate for such day will be the
arithmetic mean, as determined by the Administrative Agent, of the rates for the
last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New
York City time) on that day by each of three leading brokers of Federal funds
transactions in New York City selected by the Administrative Agent.

          "Fee Letter" has the meaning specified in Section 2.9.1.
           ----------                               -------------

          "Fixed Charge Coverage" means, as of any date of determination, the
           ---------------------
ratio of (a) an amount equal to EBITDA plus the aggregate amount of gain on
                                       ----
sales of non-strategic assets less the aggregate amount of losses on sales of
                              ----
non-strategic assets to (b) Fixed

                                       7
<PAGE>

Charges, each measured over the four (4) most recent consecutive fiscal quarters
for which financial statements are available at such time.

          "Fixed Charges" means, for any period, the sum of (i) the consolidated
           -------------
interest expense (including capitalized interest expense and the interest
expense accruing on subordinated Indebtedness) of the Borrower and its
subsidiaries for such period, plus (ii) the aggregate amount of regularly
                              ----
scheduled principal payments due and payable by the Borrower and its
subsidiaries during such period, plus (iii) the aggregate amount of dividends
                                 ----
declared and payable to both preferred and common shareholders of the Borrower
during such period, all as determined on a consolidated basis in accordance with
GAAP, consistently applied.

          "FRB" means the Board of Governors of the Federal Reserve System, and
           ---
any Governmental Authority succeeding to any of its principal functions.

          "GAAP" means generally accepted accounting principles set forth from
           ----
time to time in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board (or agencies with
similar functions of comparable stature and authority within the U.S. accounting
profession), which are applicable to the circumstances as of the date of
determination.

          "Governmental Authority" means any nation or government, any state or
           ----------------------
other political subdivision thereof, any central bank (or similar monetary or
regulatory authority) thereof, any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government,
and any corporation or other entity owned or controlled, through stock or
capital ownership or otherwise, by any of the foregoing.

          "Guaranty Obligation" means, as to any Person, any direct or indirect
           -------------------
contractual liability of that Person, whether or not contingent, with or without
recourse, with respect to any Indebtedness, lease, dividend, letter of credit or
other monetary obligation (the "primary obligations") of another Person (the
"primary obligor").

          "Hazardous Materials" means all those substances that are regulated
           -------------------
by, or which may form the basis of liability under, any Environmental Law,
including all substances identified under any Environmental Law as a pollutant,
contaminant, hazardous waste, hazardous constituent, special waste, hazardous
substance, hazardous material or toxic substance, or petroleum or petroleum-
derived substance or waste.

          "Indebtedness" of any Person means, without duplication, (a) all
           ------------
indebtedness for borrowed money; (b) all obligations issued, undertaken or
assumed as the deferred purchase price of property or services (other than trade
payables entered into in the ordinary course of business on ordinary terms); (c)
all non-contingent reimbursement or payment obligations with respect to Surety
Instruments; (d) all obligations evidenced by notes, bonds,

                                       8
<PAGE>

debentures or similar instruments, including obligations so evidenced incurred
in connection with the acquisition of property, assets or businesses; (e) all
indebtedness created or arising under any conditional sale or other title
retention agreement, or incurred as financing, in either case with respect to
property acquired by the Person (even though the rights and remedies of the
seller or bank under such agreement in the event of default are limited to
repossession or sale of such property); (f) all obligations with respect to
capital leases; (g) all liquidated net obligations with respect to Swap
Contracts; (h) all indebtedness referred to in clauses (a) through (g) above
secured by (or for which the holder of such Indebtedness has an existing right,
contingent or otherwise, to be secured by) any Lien upon or in property
(including accounts and contracts rights) owned by such Person, even though such
Person has not assumed or become liable for the payment of such Indebtedness;
and (i) all Guaranty Obligations in respect of indebtedness or obligations of
others of the kinds referred to in clauses (a) through (g) above.

          "Indemnified Liabilities" has the meaning specified in Section 10.5.
           -----------------------                               ------------

          "Indemnified Person" has the meaning specified in Section 10.5.
           ------------------                               ------------

          "Independent Auditor" has the meaning specified in Section 6.1.1.
           -------------------                               -------------

          "Industrial Property" means any Property improved with an industrial,
           -------------------
manufacturing or warehouse distribution facility, including any R&D Property.

          "Insolvency Proceeding" means (a) any case, action or proceeding
           ---------------------
before any court or other Governmental Authority relating to bankruptcy,
reorganization, insolvency, liquidation, receivership, dissolution, winding-up
or relief of debtors, or (b) any general assignment for the benefit of
creditors, composition, marshaling of assets for creditors, or other similar
arrangement in respect of its creditors generally or any substantial portion of
its creditors, undertaken under U.S. federal, state or foreign law, including
the Bankruptcy Code.

          "Interest Payment Date" means, as to any Loan, the tenth (10th) day
           ---------------------
of each calendar month.

          "Interest Period" means, as to any LIBOR Loan, the period commencing
           ---------------
on the Borrowing Date of such Loan or on the Conversion/Continuation Date on
which the Loan is converted into or continued as a LIBOR Loan, and ending on the
date one (1), two (2), three (3), four (4), six (6), nine (9) or twelve (12)
months thereafter (and any other period that is twelve (12) months or less and
is consented to by the Majority Banks in the given instance), as selected by the
Borrower in its Notice of Borrowing or Notice of Conversion/Continuation;
provided that:
--------

          (i) if any Interest Period would otherwise end on a day that is not a
     Business Day, that Interest Period shall be extended to the following
     Business Day unless the result of such extension would be to carry such
     Interest Period into another

                                       9
<PAGE>

     calendar month, in which event such Interest Period shall end on the
     preceding Business Day;

          (ii) 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 the calendar month at the end of such Interest
     Period; and

          (iii)  no Interest Period for any Loan shall extend beyond the
     Maturity Date.

          "IRS" means the Internal Revenue Service, and any Governmental
           ---
Authority succeeding to any of its principal functions.

          "Lease Assignment" means any assignment of leases or rents executed
           ----------------
by the Borrower to secure the Obligations.

          "Lending Office" means, as to any Bank, the office or offices of such
           --------------
Bank specified as its "Lending Office" or "Domestic Lending Office" or "Offshore
Lending Office", as the case may be, on Schedule 10.2, or such other office or
                                        -------------
offices as the Bank may from time to time notify the Borrower and the
Administrative Agent.

          "Letter of Credit" means a letter of credit issued by BofA for the
           ----------------
Borrower's account pursuant to Article 2.
                               ---------

          "Leverage" means, as of any date of determination, the ratio of (a)
           --------
Total Liabilities as of such date to (b) Total Capital as of such date.

          "LIBOR" means the rate of interest per annum (rounded upward to the
           -----
next 1/16th of 1%) determined by the Administrative Agent as the rate at which
dollar deposits in the approximate amount of the Loan to be made or continued
as, or converted into, a LIBOR Loan and having a maturity comparable to such
Interest Period would be offered by BofA's London Branch, London, England, to
major banks in the London dollar interbank market at their request at
approximately 11:00 a.m. (London time) two (2) Business Days prior to the
commencement of such Interest Period.

          "LIBOR Loan" means a Loan that bears interest based on LIBOR.
           ----------

          "Lien" means any security interest, mortgage, deed of trust, pledge,
           ----
hypothecation, assignment, charge or deposit arrangement, encumbrance or lien
(statutory or other) in respect of any property (including those created by,
arising under or evidenced by any conditional sale or other title retention
agreement, the interest of a lessor under a capital lease, any financing lease
having substantially the same economic effect as any of the foregoing, or the
filing of any financing statement naming the owner of the asset to which such
lien relates as debtor, under the UCC or any comparable law), but not including
the interest of a lessor under an operating lease.

                                       10
<PAGE>

          "Loan" means an extension of credit by a Bank to the Borrower under
           ----
Article 2, and may be a Reference Rate Loan or a LIBOR Loan.
---------

          "Loan Documents" means this Agreement, any Notes, the Collateral
           --------------
Documents, the Fee Letters and all other documents (except for the Environmental
Indemnity) delivered to the Administrative Agent, on behalf of the Banks, to
evidence or secure any of the Loans or reimbursement obligations relating to any
Letter of Credit.

          "Majority Banks" means at any time at least two Banks then holding at
           --------------
least 66-2/3% of the then aggregate unpaid principal amount of the Loans, or, if
no such principal amount is then outstanding, at least two Banks then having at
least 66-2/3% of the aggregate amount of the Commitments; provided, however,
                                                          --------
that solely for purposes of removing the Administrative Agent, the Documentation
Agent or any Co-Agent pursuant to Section 9.6, if any Bank holds more than 33-
                                  -----------
1/3% of the then aggregate unpaid principal amount of the Loans (or, if
applicable, the Commitments), "Majority Banks" means at least two Banks holding
a percentage of the amount of the aggregate unpaid principal amount of the Loans
(or, if applicable, the Commitments) equal to 66-2/3%  the aggregate percentage
in excess of 33-1/3% held by any Bank.

          "Margin Stock" means "margin stock" as such term is defined in
           ------------
Regulation G, T, U or X of the FRB.

          "Material Adverse Effect" means (a) a material impairment of the
           -----------------------
Borrower's ability to perform under any Loan Document and to avoid any Event of
Default; or (b) a material adverse effect upon (i) the legality, validity,
binding effect or enforceability against the Borrower of any Loan Document, or
(ii) the perfection or priority of any Lien granted under any of the Collateral
Documents.

          "Material Lease" means any lease covering more than the greater of (i)
           --------------
twenty-five percent (25%), or (ii) fifty thousand (50,000) square feet, of the
net rentable area of the improvements located on any Property.

          "Maturity Date" means November 1, 1998.
           -------------

          "Maximum Commitment Amount" means, at any time, Two Hundred Forty
           -------------------------
Million Dollars ($240,000,000.00).

          "Monetary Default" means any Default with respect to the payment of
           ----------------
any amount owed by Borrower to a Bank under any Loan Document.

          "Multiemployer Plan" means a "multiemployer plan" within the meaning
           ------------------
of Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate
makes, is making, or is obligated to make contributions or, during the preceding
three calendar years, has made, or been obligated to make, contributions.

                                       11
<PAGE>

          "Net Cash Flow" means, for any Operating Property at any time, the
           -------------
actual net operating income for such Operating Property for the last twelve (12)
consecutive calendar months for which operating reports are available at such
time; provided, however, that for any Operating Property for which operating
      --------
reports are not required to have been delivered to the Administrative Agent for
twelve (12) consecutive calendar months as of the determination date, "Net Cash
Flow" means an amount equal to the actual net operating income for such
Operating Property for the number of the most recent consecutive calendar months
for which operating reports are available at such time multiplied by a fraction
the numerator of which is twelve (12) and the denominator of which is the number
of consecutive calendar months for which operating reports are available for
such Operating Property at such time.

          "Net Proceeds" means, as to any Disposition by a Person, proceeds in
           ------------
cash, checks or other cash equivalent financial instruments as and when received
by such Person, net of: (a) the out-of-pocket costs relating to such
Disposition, excluding amounts ultimately payable to such Person or any
Affiliate of such Person, and (b) sale, use or other transaction taxes paid or
payable by such Person as a direct result thereof. "Net Proceeds" shall also
                                                    ------------
include proceeds paid on account of any Event of Loss, net of (i) all money
actually applied or to be applied to repair or reconstruct the damaged property
or property affected by the condemnation or taking, (ii) all of the costs and
expenses reasonably incurred in connection with the collection of such proceeds,
award or other payments, and (iii) any amounts retained by or paid to parties
having superior rights to such proceeds, awards or other payments.

          "Note" means a promissory note executed by the Borrower in favor of a
           ----
Bank pursuant to subsection 2.2(b), in substantially the form of Exhibit F;
                 -----------------                               ---------
"Notes" means, at any time, all of the Notes executed by the Borrower in favor
of a Bank outstanding at such time.

          "Notice of Borrowing" means a notice in substantially the form of
           -------------------
Exhibit A.
---------

          "Notice of Conversion/Continuation" means a notice in substantially
           ---------------------------------
the form of Exhibit B.
            ---------

          "Obligations" means all advances, debts, liabilities, obligations,
           -----------
covenants and duties arising under any Loan Document owing by the Borrower to
any Bank, the Administrative Agent, or any Indemnified Person, whether direct or
indirect (including those acquired by assignment), absolute or contingent, due
or to become due, now existing or hereafter arising.

          "Office Property" means any Property improved with an office
           ---------------
building.

          "Operating Portfolio Cash Flow Value" means, at any time, the
           -----------------------------------
principal amount of indebtedness that is determined by the following formula as
of the most recent date of determination pursuant to Section 2.6.3.
                                                             -----

          Operating Portfolio    Operating Portfolio Net Cash Flow
                                 ---------------------------------

                                       12
<PAGE>

           Cash Flow Value  =  Operating Portfolio Debt Service  / 1.25
                                Interest Rate (expressed as a decimal)

Operating Portfolio Cash Flow Value shall be adjusted (a) upon the reconveyance
of any Property pursuant to Section 2.15 or the encumbrance of an additional
                            ------------
Property pursuant to Section 2.16 to reflect the effect of the Property released
                     ------------
or encumbered, and (b) upon remargining pursuant to Section 2.6.3.
                                                    -------------

          "Operating Portfolio Debt Service Interest Rate" means, at any time, a
           ----------------------------------------------
rate per annum (calculated on the basis of a 360-day year, actual days elapsed)
equal to the sum of (i) the rate payable on United States Treasury Notes having
a maturity of seven (7) years, determined on the first day of the month in which
the calculation is made (or the date closest to the first day of such month for
which rate data are available), plus (ii) 1.75%.

          "Operating Portfolio Net Cash Flow" means, at any time, the aggregate
           ---------------------------------
amount of Net Cash Flow for all of the Properties that on the date of
determination are considered to be Operating Properties pursuant to this
Agreement.

          "Operating Property" means an Industrial Property, a Retail Property
           ------------------
or an Office Property; the Operating Properties as of the date of this Agreement
are described on Exhibit G.
                 ---------

          "Opinions of Counsel" has the meaning specified in Section 5.3.
           -------------------                               -----------

          "Organization Documents" means, for any corporation, the certificate
           ----------------------
or articles of incorporation, any certificate of determination or instrument
relating to the rights of preferred shareholders of such corporation, any
shareholder rights agreement, and all applicable resolutions of the board of
directors (or any committee thereof) of such corporation.

          "Other Taxes" means any present or future stamp or documentary taxes
           -----------
or any other excise or property taxes, charges or similar levies which arise
from any payment made hereunder or from the execution, delivery or registration
of, or otherwise with respect to, this Agreement or any of the other Loan
Documents, excluding, in the case of each Bank and the Administrative Agent,
such taxes (including income taxes or franchise taxes) as are imposed on or
measured by such Person's net income, gross income or net worth.

          "Participant" has the meaning specified in Section 10.6.4.
           -----------                               --------------

          "PBGC" means the Pension Benefit Guaranty Corporation, or any
           ----
Governmental Authority succeeding to any of its principal functions under ERISA.

          "Pension Plan" means a pension plan (as defined in Section 3(2) of
           ------------
ERISA) subject to Title IV of ERISA which the Borrower sponsors, maintains, or
to which it makes, is making, or is obligated to make contributions, or in the
case of a multiple employer plan

                                       13
<PAGE>

(as described in Section 4064(a) of ERISA) has made contributions at any time
during the immediately preceding five (5) plan years.

          "Permitted Encumbrances" has the meaning specified in Section 5.13.
           ----------------------                               ------------

          "Permitted Liens" has the meaning specified in Section 7.1.
           ---------------                               -----------

          "Person" means an individual, partnership, corporation, business
           ------
trust, limited liability company, joint stock company, trust, unincorporated
association, joint venture or Governmental Authority.

          "Plan" means an employee benefit plan (as defined in Section 3(3) of
           ----
ERISA) which the Borrower sponsors or maintains or to which the Borrower makes,
is making, or is obligated to make contributions, and includes any Pension Plan.

          "Portfolio Appraisal Value" means, at any time, the sum of (i) 75% of
           -------------------------
the aggregate amount of the Appraised Values for each of the Industrial
Properties at such time, and (ii) 65% of the aggregate amount of the Appraised
Values for each of the Retail Properties at such time, and (iii) 65% of the
aggregate amount of the Appraised Values for each of the Office Properties at
such time, and (iv) 50% of the aggregate amount of the Appraised Values for each
of the parcels of Entitled Land at such time; provided, however, that the amount
                                              --------
determined under clause (iv), above, shall not at any time exceed 25% of the sum
of the amounts determined under clauses (i), (ii), (iii) and (iv), above, and
any portion of the aggregate amount of the Appraised Values for e Entitled Land
that exceeds such limit at any time (i.e., any amount in excess of 66-2/3% of
                                     ----
the sum of the amounts determined under clauses (i), (ii) and (iii), above)
shall not be considered in computing the "Portfolio Appraisal Value" at such
time.

          "Property" means, collectively, all of Borrower's right, title and
           --------
interest, whether now existing or hereafter acquired, in and to any real
property which is encumbered by a Deed of Trust, together with all easements and
other rights now or hereafter made appurtenant thereto, all improvements and
fixtures now or hereafter located thereon, and all additions and accretions
thereto.

          "Pro Rata Share" means, as to any Bank at any time, the percentage
           --------------
equivalent (expressed as a decimal, rounded to the ninth decimal place) at such
time of such Bank's Commitment divided by the combined Commitments of all Banks.

          "R&D Property" means any parcel of real property owned by the Borrower
           ------------
more than fifty percent (50%) of whose net rentable area is improved as research
and development space.

          "Reference Rate" means, at any time, the rate of interest publicly
           --------------
announced from time to time by BofA in San Francisco, California, as its
"reference rate." (The "reference rate" is a rate set by BofA based upon various
factors, including BofA's costs and

                                       14
<PAGE>

desired return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above, or below
such announced rate.) Any change in the reference rate announced by BofA shall
take effect at the opening of business on the day specified in the public
announcement of such change.

          "Reference Rate Loan" means a Loan that bears interest based on the
           -------------------
Reference Rate.

          "Release Price" means, with respect to a Property, the amount, if any,
           -------------
necessary to reduce the aggregate outstanding principal amount of the Loans to
the Availability (computed without regard to the Property for which the Borrower
is seeking release), determined on the date of the Borrower's request that the
Administrative Agent, on behalf of the Banks, release the Deed of Trust
encumbering such Property.

          "Reportable Event" means, as to any Plan, any of the events set forth
           ----------------
in Section 4043(c) of ERISA, or the regulations thereunder, other than any such
event for which the 30-day notice requirement under ERISA has been waived in
regulations issued by the PBGC.

          "Requirement of Law" means, as to any Person, any law (statutory or
           ------------------
common), treaty, rule or regulation or determination of an arbitrator or of a
Governmental Authority, in each case applicable to or binding upon the Person or
any of its property or as to which the Person or any of its property is subject.

          "Responsible Officer" means the chief financial officer, treasurer,
           -------------------
controller, director of finance or Vice President of Asset Management of the
Borrower, or any other officer having substantially the same authority and
responsibility.

          "Retail Property" means any Property improved with a shopping center,
           ---------------
theater, restaurant facility or other similar retail project or use (or any
combination thereof).

          "SEC" means the Securities and Exchange Commission, or any
           ---
Governmental Authority succeeding to any of its principal functions.

          "Senior Officer" means the chief executive officer, chief financial
           --------------
officer or general counsel of Borrower.

          "SFPP" means SF Pacific Properties Inc., a Delaware corporation.
           ----

          "Solvent" means, as to any Person at any time, that (a) the fair value
           -------
of the property of such Person is greater than the amount of such Person's
liabilities (including disputed, contingent and unliquidated liabilities) as
such value is established and liabilities evaluated for purposes of Section
101(31) of the Bankruptcy Code and, in the alternative, for purposes of the
California Uniform Fraudulent Transfer Act; (b) the present fair saleable value
of the property of such Person is not less than the amount that will be required
to pay

                                       15
<PAGE>

the probable liability of such Person on its debts as they become absolute and
matured; (c) such Person is able to realize upon its property and pay its debts
and other liabilities (including disputed, contingent and unliquidated
liabilities) as they mature in the normal course of business; (d) such Person
does not intend to, and does not believe that it will, incur debts or
liabilities beyond such Person's ability to pay as such debts and liabilities
mature; and (e) such Person is not engaged in business or a transaction, and is
not about to engage in business or a transaction, for which such Person's
property would constitute unreasonably small capital.

          "Subsidiary" of a Person means, as of any date of determination, any
           ----------
corporation, partnership, joint venture or other business entity, whether now
existing or hereafter organized or acquired: (a) (i) in the case of a
corporation, of which a majority of the securities having ordinary voting power
for the election of directors or other governing body (other than securities
having such power only by reason of the happening of a contingency) are at the
time owned by such Person or by one or more Subsidiaries of such Person, or (ii)
in the case of a partnership, joint venture or other business entity, of which
such Person or a Subsidiary of such Person is a general partner or joint
venturer or of which a majority of the partnership or other ownership interests
are at the time owned by such Person or by one or more of its Subsidiaries, and
(b) the financial condition and results of which would be consolidated with the
financial condition and results of such Person under GAAP, consistently applied.

          "Supermajority Banks" means at any time at least two Banks then
           -------------------
holding at least 76% of the then aggregate unpaid principal amount of the Loans,
or, if no such principal amount is then outstanding, at least two Banks then
having at least 76% of the aggregate amount of the Commitments.

          "Surety Instrument" means any letter of credit (including standby and
           -----------------
commercial), banker's acceptance, bank guaranty, surety bond or similar
instrument.

          "Swap Contract" means any agreement, whether or not in writing,
           -------------
relating to any transaction that is a rate swap, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap or
option, bond, note or bill option, interest rate option, forward foreign
exchange transaction, cap, collar or floor transaction, currency swap, cross-
currency rate swap, swaption, currency option or any other, similar transaction
(including any option to enter into any of the foregoing) or any combination of
the foregoing and, unless the context otherwise clearly requires, any master
agreement relating to or governing any or all of the foregoing.

          "Tangible Net Worth" means, as of any date of determination, the
           ------------------
consolidated total stockholders' equity of the Borrower and its subsidiaries
(net of intangible assets) using the historical cost method in accordance with
GAAP, consistently applied, based on the Borrower's consolidated balance sheet
for the most recent fiscal period.

                                       16
<PAGE>

           "Taxes" means any and all present or future taxes, levies, imposts,
            -----
deductions, charges or withholdings, and all liabilities with respect thereto,
excluding, in the case of each Bank and the Administrative Agent, such taxes
(including income taxes or franchise taxes) as are imposed on or measured by
such Person's net income, gross income or net worth.

           "Total Capital" means, as of any date of determination, an amount
            -------------
equal to the sum of (a) Total Liabilities as of such date plus (b) Tangible Net
                                                          ----
Worth as of such date.

           "Total Liabilities" means, as of any date of determination, the
            -----------------
aggregate amount of all liabilities of the Borrower and its subsidiaries, as
shown on the Borrower's consolidated balance sheet for the most recent fiscal
period, plus Contingent Obligations.

           "Type" means, in connection with a Loan, the characterization of such
            ----
Loan as a Reference Rate Loan or a LIBOR Loan.

           "UCC" means the Uniform Commercial Code as in effect in the State of
            ---
California.

           "United States" and "U.S." each means the United States of America.
            -------------       ----

     1.2   Other Interpretive Provisions.
           -----------------------------

           1.2.1  Use of Defined Terms. Unless otherwise specified herein or
                  --------------------
therein, all terms defined in this Agreement shall have the defined meanings
when used in any certificate or other document made or delivered pursuant to
this Agreement. The meaning of defined terms shall be equally applicable to the
singular and plural forms of the defined terms. Terms (including uncapitalized
terms) not otherwise defined herein and that are defined in the UCC shall have
the meanings therein described.

           1.2.2  Certain Common Terms.
                  --------------------

               (a) The Agreement. The words "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,
     and section, schedule and exhibit references are to this Agreement unless
     otherwise specified.

               (b) Documents. The term "documents" includes any and all
                   ---------
     instruments, documents, agreements, certificates, indentures, notices and
     other writings, however evidenced.

               (c) Including. The term "including" is not limiting and means
                   ---------
     "including without limitation."

                                       17
<PAGE>

               (d) Performance. Whenever any performance obligation hereunder
                   -----------
     (including a payment obligation) shall be stated to be due or required . to
     be satisfied on a day other than a Business Day, such performance shall be
     made or satisfied on the next succeeding Business Day. In the computation
     of periods of time from a specified date to a later specified date (other
     than with respect to computation of interest owed or accrued under this
     Agreement), the word "from" means "from and including" and the words "to"
     and until" each mean "to and including". If any provision of this Agreement
     refers to any action taken or to be taken by any Person, or which such
     Person is prohibited from taking, such provision shall be interpreted to
     encompass any and all reasonable means, direct or indirect, of taking or
     not taking such action.

               (e) Contracts. Unless otherwise expressly provided in this
                   ---------
     Agreement, references to agreements and other contractual instruments shall
     be deemed to include all subsequent amendments and other modifications
     thereto, but only to the extent such amendments and other modifications are
     not prohibited by the terms of any Loan Document.

               (f) Laws. References to any statute or regulation are to be
                   ----
     construed as including all statutory and regulatory provisions
     consolidating, amending or replacing the statute or regulation.

               (g) Captions. The captions and headings of this Agreement are for
                   --------
     convenience of reference only, and shall not affect the construction of
     this Agreement.

               (h) Independence of Provisions. If a conflict exists between the
                   --------------------------
     terms of this Agreement and those of any other Loan Document, this
     Agreement shall prevail; provided, however, that the parties acknowledge
                              --------
     that this Agreement and the other Loan Documents may use several different
     limitations, tests or measurements to regulate the same or similar matters,
     and that such limitations, tests and measurements are cumulative and must
     each be performed, except as expressly stated to the contrary in this
     Agreement, or unless the applicable provisions are inconsistent or cannot
     be simultaneously enforced or performed.

               (i) Exhibits. All of the exhibits attached to this Agreement are
                   --------
     incorporated herein by this reference.

           1.2.3  Accounting Principles.
                  ---------------------

               (a) Accounting Terms. Unless the context otherwise clearly
                   ----------------
     requires, all accounting terms not expressly defined herein shall be
     construed, and all financial computations required under this Agreement
     shall be made, in accordance with GAAP, consistently applied.

                                       18
<PAGE>

               (b) Fiscal Periods. References herein to "fiscal year" and
                   --------------
     "fiscal quarter" refer to such fiscal periods of the Borrower.


                                   ARTICLE 2.

                                  THE CREDITS
                                  -----------

     2.1   Amounts and Terms of Commitments. Each Bank severally agrees, on the
           --------------------------------
terms and subject to the conditions set forth in this Agreement,

           (a) to make Loans to the Borrower (each, a "Loan") from time to time
     on any Business Day during the period from the Closing Date to the Maturity
     Date, in an aggregate amount not to exceed at any time outstanding such
     Bank's Pro Rata Share of the Availability, as the same may be reduced as a
     result of one or more assignments permitted under Section 10.6, and
                                                       ------------

           (b) to fund drawings on any Letters of Credit that BofA issues for
     the Borrower's account from time to time, in an aggregate amount not to
     exceed at any time outstanding such Bank's Pro Rata Share of the amount of
     such drawing.

BofA agrees to issue Letters of Credit for the Borrower's account on any
Business Day during the period from the Closing Date to the Maturity Date, for
any purpose, in an aggregate amount not to exceed Fifteen Million Dollars
($15,000,000.00) at any time outstanding; provided, however, that no Letter of
                                          --------
Credit shall have an expiry date later than the Maturity Date. Notwithstanding
any contrary provision of this Agreement, the aggregate principal amount of all
outstanding Loans shall not at any time exceed the Availability, and the
aggregate amount of outstanding but undrawn Letters of Credit shall be
considered a portion of the principal amount outstanding on the Loans for
purposes of determining (x) the amount of Availability remaining available for
disbursement, (y) mandatory repayments under Section 2.6.3 and (z) computation
                                             -------------
of the unused fee pursuant to Section 2.9.3. Within the limits of each Bank's
                              -------------
Commitment, and subject to the other terms and conditions hereof, the Borrower
may borrow under this Section 2.1, repay under Section 2.5 and reborrow under
                      -----------              -----------
this Section 2.1.
     -----------

     2.2   Loan Accounts.
           -------------

           (a) The Loans made by each Bank shall be evidenced by one or more
     loan accounts or records maintained by such Bank in the ordinary course of
     business. The loan accounts or records maintained by the Administrative
     Agent and each Bank shall be conclusive, absent manifest error, of the
     amount of the Loans made by the Banks to the Borrower and the interest and
     payments thereon. Any failure to record any such amounts or any error in
     doing so shall not, however, limit or otherwise affect the obligation of
     the Borrower hereunder to pay any amount owing with respect to the Loans.

                                       19
<PAGE>

           (b) Upon the request of any Bank made through the Administrative
     Agent, the Loans made by such Bank may be evidenced by one or more Notes,
     instead of loan accounts. Each such Bank may endorse on schedules annexed
     to its Note(s) the date, amount (which shall not include undrawn amounts on
     outstanding Letters of Credit, but shall include the amounts of any
     drawings on outstanding Letters of Credit) and maturity of each Loan made
     by it and the amount of each payment of principal made by the Borrower with
     respect thereto. Each such Bank is irrevocably authorized by the Borrower
     to endorse its Note(s), and each Bank's record shall be conclusive absent
     manifest error; provided, however, that the failure of a Bank to make, or
                     --------  -------
     an error in making, a notation thereon with respect to any Loan shall not
     limit or otherwise affect the obligations of the Borrower hereunder or
     under any such Note to such Bank.

     2.3   Procedure for Borrowing.
           -----------------------

          2.3.1  Each Borrowing shall be made and each Letter of Credit shall be
issued upon the Borrower's irrevocable written notice (including notice by
facsimile, confirmed immediately by telephone) delivered to the Administrative
Agent in the form of a Notice of Borrowing (which notice must be received by the
Administrative Agent prior to 11:00 a.m. San Francisco time (i) four (4)
Business Days prior to the requested Borrowing Date, in the case of LIBOR Loans,
(ii) one (1) Business Day prior to the requested Borrowing Date, in the case of
Reference Rate Loans, or (iii) five (5) Business Days prior to the requested
issuance date of a Letter of Credit) specifying:

           (a) the amount of the Borrowing or the Letter of Credit, which for
     any Borrowing shall be in an aggregate minimum amount of $2,500,000 or any
     multiple of $100,000 in excess thereof, and for any Letter of Credit may be
     any amount; provided, however, that the aggregate minimum amount of LIBOR
                 --------
     Loans in respect of any Borrowing shall be $5,000,000.00 or any multiple of
     $100,000.00 in excess thereof;

           (b) the requested Borrowing Date or Letter of Credit issuance date,
     which shall be a Business Day;

           (c) the Type of Loans comprising the Borrowing; and

           (d) the duration of the Interest Period applicable to such Loans
     included in such notice. If the Notice of Borrowing fails to specify the
     duration of the Interest Period for any Borrowing comprised of LIBOR Loans,
     such Interest Period shall be one (1) month; provided, however, that with
                                                  --------  -------
     respect to the Borrowing to be made on the Closing Date, the Notice of
     Borrowing shall be delivered to the Administrative Agent not later than
     11:00 a.m. San Francisco time one (1) Business Day before the Closing Date,
     and such Borrowing will consist of Reference Rate Loans only.

                                       20
<PAGE>

Notwithstanding the foregoing provisions of this Section 2.3.1, any amount drawn
                                                 -------------
under a Letter of Credit shall, from and after the date on which such drawing is
made, constitute a Borrowing for all purposes under this Agreement (including
accrual and payment of interest and repayment of principal) other than
disbursement of Loan proceeds under this Section 2.3.1.
                                         -------------

          2.3.2  The Administrative Agent will notify each Bank (a) on the day
of its receipt of any Notice of Borrowing, in the case of a request for a
Borrowing consisting of Reference Rate Loans, and (b) within one (1) Business
Day after its receipt of any Notice of Borrowing, in the case of a request for a
Borrowing consisting of LIBOR Loans, of the amount of such Bank's Pro Rata Share
of that Borrowing.

          2.3.3  Each Bank will make the amount of its Pro Rata Share of each
Borrowing available to the Administrative Agent for the account of the Borrower
at the Administrative Agent's Payment Office by 11:00 a.m. San Francisco time on
the Borrowing Date requested by the Borrower in funds immediately available to
the Administrative Agent. The Administrative Agent will then make the proceeds
of all such Loans available to the Borrower by wire transfer to a deposit
account designated by the Borrower of like funds as received by the
Administrative Agent.

          2.3.4  After giving effect to any Borrowing, there may not be more
than eight (8) different Interest Periods in effect.

          2.3.5  Borrowings and/or the issuance of Letters of Credit shall be
made on not more than three (3) Business Days during any calendar month without
payment of a fee. The Borrower shall pay to the Administrative Agent, on the
date of each additional Borrowing and/or issuance of a Letter of Credit, an
administration fee of $1,500.00 for each additional Business Day during any
calendar month on which one or more Borrowings occurs and/or a Letter of Credit
is issued.

     2.4   Conversion and Continuation Elections.
           -------------------------------------

          2.4.1  The Borrower may, upon irrevocable written notice to the
Administrative Agent in accordance with Section 2.4.2:
                                        -------------

           (a) elect, as of any Business Day, in the case of Reference Rate
     Loans, or as of the last day of the applicable Interest Period, in the case
     of LIBOR Loans, to convert any such Loans (or any part thereof in an amount
     not less than $5,000,000.00, or that is in an integral multiple of $100,000
     in excess thereof) into Loans of any other Type; or

           (a) elect, as of the last day of the applicable Interest Period, to
     continue any Loans having Interest Periods expiring on such day (or any
     part thereof in an amount not less than $5,000,000.00, or that is in an
     integral multiple of $100,000 in excess thereof);

                                       21
<PAGE>

provided, that if at any time the aggregate amount of LIBOR Loans in respect of
--------
any Borrowing is reduced, by payment, prepayment, or conversion of part thereof
to be less than $5,000,000, such LIBOR Loans shall automatically convert into
Reference Rate Loans, and on and after such date the right of the Borrower to
continue such Loans as, and convert such Loans into, LIBOR Loans shall
terminate.

          2.4.2  The Borrower shall deliver a Notice of Conversion/Continuation
by facsimile, immediately confirmed in writing, to be received by the
Administrative Agent not later than 11:00 a.m. San Francisco time at least (i)
four (4) Business Days in advance of the Conversion/Continuation Date, if the
Loans are to be converted into or continued as LIBOR Loans; and (ii) one (1)
Business Day in advance of the Conversion/ Continuation Date, if the Loans are
to be converted into Reference Rate Loans (provided, however, that the
Administrative Agent may, in its discretion, permit the Borrower's chief
financial officer, treasurer or controller to give such notice by telephone, to
be followed by a written Notice of Conversion/Continuation within forty-eight
(48) hours), specifying:

           (a) the proposed Conversion/Continuation Date;

           (b) the aggregate amount of Loans to be converted or renewed;

           (c) the Type of Loans resulting from the proposed conversion or
     continuation; and

           (d) other than in the case of conversions into Reference Rate Loans,
     the duration of the requested Interest Period.

          2.4.3  If upon the expiration of any Interest Period applicable to
LIBOR Loans the Borrower has failed to select timely a new Interest Period to be
applicable to such LIBOR Loans, or if any Event of Default then exists, the
Borrower shall be deemed to have elected to convert such LIBOR Loans into
Reference Rate Loans effective as of the expiration date of such Interest
Period.

          2.4.4  The Administrative Agent will notify each Bank within one (1)
Business Day after its receipt of a Notice of Conversion/Continuation, or, if no
timely notice is provided by the Borrower, the Administrative Agent will
promptly notify each Bank of the details of any automatic conversion. All
conversions and continuations shall be made ratably according to the respective
outstanding principal amounts of the Loans with respect to which the notice was
given.

          2.4.5  Unless the Majority Banks otherwise agree, (a) during the
existence of a Monetary Default, the Borrower may not elect to have a Loan
converted into or continued as a LIBOR Loan having an Interest Period longer
than one (1) month, and (b) during the existence of an Event of Default, the
Borrower may not elect to have a Loan converted into or continued as a LIBOR
Loan.

                                       22
<PAGE>

          2.4.6  After giving effect to any conversion or continuation of Loans,
there may not be more than eight (8) different Interest Periods in effect.

     2.5   Optional Prepayments. Subject to the provisions of Section 3.4, the
           --------------------                               -----------
Borrower may, at any time or from time to time (but in no event more often than
three times during any calendar month, unless the Borrower pays to the
Administrative Agent an administrative fee of $1,500.00 for each additional
prepayment), upon not less than one (1) Business Days' irrevocable written
notice to the Administrative Agent, ratably prepay Loans in whole or in part, in
minimum amounts of $2,500,000.00 or any multiple of $100,000.00 in excess
thereof. Such notice of prepayment shall specify the date and amount of such
prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will
promptly notify each Bank of its receipt of any such notice, and of such Bank's
Pro Rata Share of such prepayment. If such notice is given by the Borrower, the
payment amount specified in such notice shall be due and payable on the date
specified therein, together with accrued interest to each such date on the
amount prepaid and any amounts required pursuant to Section 3.4; provided,
                                                    -----------  --------
however, that the Borrower's failure to prepay the amount specified in such
notice on such date shall not constitute a Default or an Event of Default so
long as the Borrower pays the amount required pursuant to Section 3.4.

     2.6   Mandatory Prepayments of Loans.
           ------------------------------

          2.6.1  Property Dispositions. If at any time or from time to time the
                 ---------------------
Borrower shall make a Disposition with respect to a Property, then (a) the
Borrower shall notify the Administrative Agent of such proposed Disposition at
least ten (10) days prior to the requested reconveyance date and (b) promptly
upon the Borrower's receipt of the Net Proceeds of such Disposition, the
Borrower shall prepay Loans in an aggregate amount equal to the Release Price of
the Property subject to the Disposition.

          2.6.2  Events of Loss. If at any time or from time to time the
                 --------------
Borrower shall suffer an Event of Loss with respect to a Property, then (a) the
Borrower shall promptly notify the Administrative Agent of such Event of Loss
(including the amount of the estimated Net Proceeds to be received by the
Borrower in respect thereof) and (b) except to the extent that the Net Proceeds
are to be made available for restoration pursuant to Section 5.5 of the Deed of
Trust encumbering such Property, promptly upon the Borrower's receipt of the Net
Proceeds of such Event of Loss, the Borrower shall prepay Loans in an amount
equal to the Release Price of the Property subject to such Event of Loss.

          2.6.3  Remargining. The Administrative Agent and the Banks shall have
                 -----------
the right to determine the Operating Portfolio Cash Flow Value for the Operating
Properties as of the dates that are six (6), twelve (12) and eighteen (18)
months after the Closing Date, and to adjust the amount of the Availability as
of each such date on the basis of the redetermined Operating Portfolio Cash Flow
Value as of such date. In the event that the aggregate outstanding principal
amount of the Loans on any such date exceeds the Availability (computed using
the Operating Portfolio Cash Flow Value determined as of such date for the
Operating Properties as of such date), the Borrower shall, within fifteen (15)
Business Days

                                       23
<PAGE>

after the Administrative Agent's notice to the Borrower (with copies to the
Banks) of the existence and amount of such excess, either (a) prepay Loans in an
aggregate amount equal to the amount of such excess, or (b) identify to the
Administrative Agent and the Banks one or more real properties owned by the
Borrower, satisfactory to the Administrative Agent or the Supermajority Banks,
as applicable, and improved with an industrial, manufacturing or warehouse
distribution facility, a research and development facility, an office building,
or a shopping center, theater, restaurant facility or other similar retail
project or use (or any combination thereof), that, if encumbered with Deeds of
Trust for the benefit of the Administrative Agent, as administrative agent for
the Banks, would cause the Availability (computed using an Operating Portfolio
Cash Flow Value that assumes that such identified real properties have become
Operating Properties) as of the date of determination to equal or exceed the
aggregate outstanding principal amount of the Loans on such date. The Borrower
shall promptly provide to the Administrative Agent a "New Property Information
Package" containing the information described in Section 2.16.1 relating to each
                                                 --------------
of the identified real properties, and the Administrative Agent shall provide a
copy of the "New Property Information Package" to each Bank. In the event that
the Borrower timely identifies one or more real properties that satisfy the
conditions set forth in clause (b), above, and promptly delivers a "New Property
Information Package" to the Administrative Agent with respect to each such
identified real property, the Administrative Agent shall cause an Appraisal of
each such identified real property to be prepared and delivered to each of the
Banks for review and comment pursuant to Section 2.16.2, the Administrative
                                         --------------
Agent or the Supermajority Banks, as applicable, shall approve or disapprove any
such identified real property pursuant to Section 2.16.3, and if any such
                                          --------------
identified real property is approved by the Administrative Agent or the
Supermajority Banks pursuant to Section 2.16.3, the Borrower shall cause each of
                                --------------
the conditions set forth in Section 2.16 with respect to such property to be
                            ------------
satisfied not later than ninety (90) days after the Administrative Agent's
notice to the Borrower of the existence and amount of such excess. If all such
conditions have not been satisfied with respect to all of the identified
properties within such ninety-day period, the amount by which the outstanding
principal amount of the Loans exceeds the Availability shall be immediately due
and payable on the first Business Day following the end of such ninety-day
period.

          2.6.4  General. Any prepayments pursuant to this Section 2.6 shall be
                 -------                                   -----------
applied first to any Reference Rate Loans then outstanding and then to LIBOR
Loans with the shortest Interest Periods remaining; provided, however, that if
                                                    --------  -------
the amount of Reference Rate Loans then outstanding is not sufficient to satisfy
the entire prepayment requirement, and so long as no Monetary Default or Event
of Default has occurred and remains uncured, the Borrower may, at its option,
place any amounts which it would otherwise be required to use to prepay LIBOR
Loans on a day other than the last day of the Interest Period therefor in an
interest-bearing account pledged to the Administrative Agent for the benefit of
the Banks until the end of such Interest Period, at which time such pledged
amounts will be applied to prepay such LIBOR Loans. The Borrower shall pay,
together with each prepayment under this Section 2.6, accrued interest on the
                                         -----------
amount prepaid and any amounts required pursuant to Section 3.4.
                                                    -----------

                                       24
<PAGE>

     2.7   Repayment at Maturity. Subject to acceleration pursuant to the
           ---------------------
provisions of Section 8.2, the outstanding principal amount of the Loans shall
              -----------
be due and payable in full, together with all accrued and unpaid interest, fees
and costs thereon, on the Maturity Date.

     2.8   Interest.
           --------

          2.8.1  Accrual Rate. Each Loan shall bear interest on the outstanding
                 ------------
principal amount thereof from the applicable Borrowing Date (which, in the case
of a drawing on a Letter of Credit, is the date of such drawing) at a rate per
annum equal to LIBOR or the Reference Rate, as the case may be (and subject to
the Borrower's right to convert to other Types of Loans under Section 2.4), plus
                                                              -----------   ----
the Applicable Margin.

          2.8.2  Payment. Interest on each Loan shall be paid in arrears on each
                 -------
Interest Payment Date. Not less than five (5) days prior to each Interest
Payment Date, . the Administrative Agent shall notify the Borrower, by
telecopier or other means reasonably selected by the Administrative Agent, of
the amount of accrued and unpaid interest due and payable on such Interest
Payment Date. During the existence of any Event of Default, interest shall be
paid on demand of the Administrative Agent at the request or with the consent of
the Majority Banks.

          2.8.3  Default Interest. Notwithstanding the provisions of Section
                 ----------------                                    -------
2.8.1, while any Event of Default exists the Borrower shall pay interest (after
-----
as well as before entry of judgment thereon to the extent permitted by law) on
the principal amount of all outstanding Loans at a rate per annum which is
determined by adding three percent (3%) per annum to the Applicable Margin then
in effect for such Loans and, in the case of Obligations other than Loans, at a
rate per annum equal to the Reference Rate plus 3%; provided, however, that, on
and after the expiration of any Interest Period applicable to any LIBOR Loan
outstanding on the date of occurrence of such Event of Default, the principal
amount of such Loan shall, during the continuation of such Event of Default,
bear interest at a rate per annum equal to the Reference Rate plus 3%.

          2.8.4  Maximum Legal Rate. Notwithstanding any contrary provision of
                 ------------------
this Agreement, the Borrower's Obligations to any Bank hereunder shall be
subject to the limitation that payments of interest shall not be required, for
any period for which interest is computed hereunder, to the extent (but only to
the extent) that such Bank's contracting for or receiving such payment would be
contrary to the provisions of any law applicable to such Bank limiting the
highest rate of interest that such Bank may lawfully contract for, charge or
receive, and in such event the Borrower shall pay such Bank interest at the
highest rate permitted by applicable law.

     2.9   Fees.
           ----

          2.9.1  Administrative Agent Fees. The Borrower shall pay to the
                 -------------------------
Administrative Agent, for the Administrative Agent's own account, such fees as
required by

                                       25
<PAGE>

the letter agreement of even date herewith (the "Fee Letter") between the
                                                 ----------
Borrower and the Administrative Agent.

          2.9.2  Commitment Fee. The Borrower shall pay to the Administrative
                 --------------
Agent on the Closing Date, for the account of each Bank, a commitment fee in an
amount (less any amounts previously paid to the Administrative Agent as a
transaction or commitment fee) equal to three-tenths of one percent (0.30%) of
the Maximum Commitment Amount on such date.

          2.9.3  Unused Fee. The Borrower shall pay to the Administrative Agent,
                 ----------
for the account of each Bank, an unused fee equal to one-eighth percent (0.125%)
per annum of the difference between the Maximum Commitment Amount and the
average daily amount outstanding hereunder, as calculated by the Administrative
Agent quarterly in arrears at the end of each calendar quarter after the Closing
Date, pro rated for partial calendar quarters. Such unused fee shall accrue from
the Closing Date to the Maturity Date, and shall be due and payable quarterly in
arrears on the 15th day of each January, April, July and October, commencing on
January 15, 1997, with the final payment to be made on the Maturity Date. The
unused fee provided in this Section 2.9.3 shall accrue at all times after the
                            -------------
Closing Date, including at any time during which one or more conditions in
Article 4 are not met.
---------

          2.9.4  Letter of Credit Fees. The Borrower shall pay to the
                 ---------------------
Administrative Agent, for the account of each Bank, a fee with respect to
outstanding Letters of Credit equal to one and three-quarters percent (1.750%)
per annum of the aggregate face amount of all Letters of Credit outstanding
hereunder (as reduced by the aggregate amount of any drawings thereunder), as
calculated by the Administrative Agent quarterly in arrears at the end of each
calendar quarter after the Closing Date during which one or more Letters of
Credit are outstanding, pro rated for partial calendar quarters; provided,
                                                                 --------
however, that if as of the end of any fiscal quarter the Borrower has maintained
(a) Debt Coverage of not less than 1.60: 1.0, (b) Fixed Charge Coverage of not
less than 1.60: 1.0, and (c) Leverage not greater than 0.60: 1.0 (regardless of
the exchange of any of the Borrower's Series B preferred stock for subordinated
debt), the fee with respect to outstanding Letters of Credit shall be equal to
one and five-eighths percent (1.625%) per annum of the aggregate face amount of
all Letters of Credit outstanding hereunder (as reduced by the aggregate amount
of any drawings thereunder), during the next fiscal quarter following delivery
of the financial statements evidencing compliance with the foregoing conditions.
The letter of credit fee payable under this Section 2.9.4 shall accrue with
                                                    -----
respect to each Letter of Credit from the date of issuance to the date of
expiration, cancellation or drawing in full, and shall be due and payable
quarterly in arrears on the 15th day of each January, April, July and October.

     2.10  Computation of Interest and Fees. All computations of interest for
           --------------------------------
Reference Rate Loans shall be made on the basis of a year of 365 or 366 days, as
the case may be, and actual days elapsed. All other computations of fees and
interest shall be made on the basis of a 360-day year and actual days elapsed
(which results in more interest being paid than if computed on the basis of a
365-day year). Interest and fees shall accrue during each period during which
interest or such fees are computed from the first day thereof to the last day

                                       26
<PAGE>

thereof Each determination of an interest rate by the Administrative Agent shall
be conclusive and binding on the Borrower and the Banks in the absence of
manifest error.

     2.11  Payments by the Borrower.
           ------------------------

          2.11.1  All payments (including prepayments) to be made by the
Borrower shall be made without set-off, recoupment or counterclaim. Except as
otherwise expressly provided herein, all payments by the Borrower shall be made
to the Administrative Agent for the account of the Banks at the Administrative
Agent's Payment Office, and shall be made in dollars and in immediately
available funds, no later than 11:00 a.m. San Francisco time on the date
specified herein. The Administrative Agent will promptly distribute to each Bank
its Pro Rata Share (or other applicable share as expressly provided herein) of
such payment in like funds as received. Any payment received by the
Administrative Agent later than 11:00 a.m. San Francisco time shall be deemed to
have been received on the following Business Day, and any applicable interest or
fee shall continue to accrue.

          2.11.2  Subject to the provisions set forth in the definition of the
term "Interest Period", whenever any payment is due on a day other than a
Business Day, such payment shall be made on the following Business Day, and such
extension of time shall in such case be included in the computation of interest
or fees, as the case may be.

          2.11.3  Unless the Administrative Agent receives notice from the
Borrower prior to the date on which any payment is due to the Banks that the
Borrower will not make such payment in full as and when required, the
Administrative Agent may assume that the Borrower has made such payment in fill
to the Administrative Agent on such date in immediately available funds and the
Administrative Agent may (but shall not be so required), in reliance upon such
assumption, distribute to each Bank on such due date an amount equal to the
amount then due such Bank. If and to the extent the Borrower has not made such
payment in full to the Administrative Agent, each Bank shall repay to the
Administrative Agent on demand such amount distributed to such Bank, together
with interest thereon at the Federal Funds Rate for each day from the date such
amount is distributed to such Bank until the date repaid.

     2.12  Payments by the Banks to the Administrative Agent.
           -------------------------------------------------

          2.12.1  Unless the Administrative Agent receives notice from a Bank on
or prior to the Closing Date or, with respect to any Borrowing after the Closing
Date, at least one (1) Business Day prior to the date of such Borrowing, that
such Bank will not make available to the Administrative Agent, for the account
of the Borrower, the amount of that Bank's Pro Rata Share of the Borrowing as
and when required hereunder, the Administrative Agent may assume that each Bank
has made such amount available to the Administrative Agent in immediately
available funds on the Borrowing Date and the Administrative Agent may (but
shall not be so required), in reliance upon such assumption, make available to
the Borrower on such date a corresponding amount. If and to the extent any Bank
shall not have

                                       27
<PAGE>

made its full amount available to the Administrative Agent in immediately
available funds and the Administrative Agent in such circumstances has made
available to the Borrower such amount, that Bank shall, on the Business Day
following such Borrowing Date, make such amount available to the Administrative
Agent, together with interest at the Federal Funds Rate for each day during such
period. A notice of the Administrative Agent submitted to any Bank with respect
to amounts owing under this Section 2.12.1 shall be conclusive, absent manifest
                            --------------
error. If such amount is so made available, such payment to the Administrative
Agent shall constitute such Bank's Loan on the date of Borrowing for all
purposes of this Agreement. If such amount is not made available to the
Administrative Agent on the Business Day following the Borrowing Date, the
Administrative Agent will notify the Borrower of such failure to fund and,
within five (5) Business Days following written demand by the Administrative
Agent, the Borrower shall pay such amount to the Administrative Agent for the
Administrative Agent's account, together with interest thereon for each day
elapsed since the date of such Borrowing, at a rate per annum equal to the
interest rate applicable at the time to the Loans comprising such borrowing (but
without payment of any breakage costs or other amounts described in Section
                                                                    -------
3.4).
----

          2.12.2  The failure of any Bank to make any Loan on any Borrowing Date
shall not relieve any other Bank of any obligation hereunder to make a Loan on
such Borrowing Date, but no Bank shall be responsible for the failure of any
other Bank to make the Loan to be made by such other Bank on any Borrowing Date.
Any Bank that fails to make a Loan to the Borrower on a Borrowing Date shall be
liable to the Borrower for such failure, and the Borrower may proceed to enforce
this Agreement against such defaulting Bank.

     2.13  Sharing of Payments. If, other than as expressly provided elsewhere
           -------------------
herein, any Bank shall obtain on account of the Obligations owing to it any
payment (whether voluntary, involuntary, through the exercise of any right of
set-off, or otherwise) in excess of its Pro Rata Share, such Bank shall
immediately (a) notify the Administrative Agent of such fact, and (b) purchase
from the other Banks such participations in the Loans made by them as shall be
necessary to cause such purchasing Bank to share the excess payment pro rata
with each of them; provided, however, that if all or any portion of such excess
                   --------
payment is thereafter recovered from the purchasing Bank, such purchase shall to
that extent be rescinded and each other Bank shall repay to the purchasing Bank
the purchase price paid therefor, together with an amount equal to such paying
Bank's ratable share (according to the proportion of (i) the amount of such
paying Bank's required repayment to (ii) the total amount so recovered from the
purchasing Bank) of any interest or other amount paid or payable by the
purchasing Bank in respect of the total amount so recovered. The Borrower agrees
that any Bank so purchasing a participation from another Bank may, to the
fullest extent permitted by law, exercise all its rights of payment (including
the right of set-off, as limited by Section 10.9) with respect to such
                                    ------------
participation as fully as if such Bank were the direct creditor of the Borrower
in the amount of such participation. The Administrative Agent will keep records
(which shall be conclusive and binding in the absence of manifest error) of
participations purchased under this Section 2.13, and will in each case notify
                                    ------------
the Banks following any such purchases or repayments.

                                       28
<PAGE>

     2.14  Security. All obligations of the Borrower under this Agreement, the
           --------
Notes and all other Loan Documents (but not including the Environmental
Indemnity) shall be secured in accordance with the Collateral Documents.

     2.15  Reconveyance. The Administrative Agent shall reconvey or release a
           ------------
Property from the lien of the applicable Deed of Trust upon the satisfaction of
all of the following conditions precedent:

           (a) The Borrower shall have delivered to the Administrative Agent a
     written request for the reconveyance or release of such Property at least
     ten (10) days prior to the requested reconveyance or release date;

           (b) The Borrower shall have paid to the Administrative Agent, for the
     account of the Banks, as a mandatory prepayment of principal of the Loans,
     an amount equal to the applicable Release Price for such Property;

           (c) The Borrower shall have complied, with respect to such Property,
     with all applicable Requirements of Law governing the subdivision and
     transfer of real property;

           (d) No Monetary Default or Event of Default shall have occurred and
     be continuing, except the occurrence of any Monetary Default or Event of
     Default that would be fully cured by the reconveyance or release of such
     Property from the lien of the applicable Deed of Trust; and

           (e) The Borrower shall have delivered to the Administrative Agent
     such endorsements to the Administrative Agent's policies of title insurance
     covering the Deeds of Trust as the Administrative Agent may reasonably
     request.

The Administrative Agent and the Banks acknowledge that a portion of the
Property located in Woodridge, Illinois and more particularly described in

Exhibit I (the "Woodridge Property"), is the subject of a condemnation
---------       ------------------
proceeding (the "Woodridge Condemnation Proceeding") commenced by the Illinois
                 ---------------------------------
State Toll Highway Authority in connection with its proposed extension of
Interstate 355 from its current terminus at Interstate 55 to a new southern
terminus south of Internationale Centre. The parties anticipate that the
Illinois State Toll Highway Authority will condemn approximately 70.6833 acres
of the Woodridge Property in substantially the configuration set forth on

Exhibit J (the "Taking Area") for purposes of expanding the Interstate 55 and
---------       -----------
355 interchange, extending the main line of Interstate 355 through the Woodridge
Property and using the surrounding areas for storm water retention.
Notwithstanding any contrary provision of this Agreement or the Deed of Trust
encumbering the Woodridge Property, and provided that no Event of Default has
occurred and remains uncured, the Taking Area is not increased in size without
the prior written consent of the Majority Banks and the location of the Taking
Area is not changed without the prior written consent of the Majority Banks:

                                       29
<PAGE>

           (i) the Borrower may retain all of the Net Proceeds of the Woodridge
     Condemnation Proceeding for its own account;

           (ii) at such time as title to the Taking Area is to vest in the
     Illinois State Toll Highway Authority pursuant to the Woodridge
     Condemnation Proceeding, the Administrative Agent shall, upon the
     Borrower's request, cause the Taking Area to be released from the lien of
     the Deed of Trust encumbering the Woodridge Property, without payment of
     any Release Price but subject to all of the other conditions of this
     Section 2.15; and
     ------------

           (iii)  the Borrower may, without the consent or participation of the
     Administrative Agent or any Bank, settle or compromise the Woodridge
     Condemnation Proceeding, and upon the Borrower's request, the
     Administrative Agent, on behalf of the Banks, shall execute any documents
     reasonably required to effectuate any such compromise or settlement (or
     otherwise necessary in connection with the Woodridge Condemnation
     Proceeding) so long as such documents do not impose additional obligations
     on the Administrative Agent or any Bank.

     2.16  Encumbrance of Additional Properties.
           ------------------------------------

          2.16.1  The Borrower may, from time to time (but in no event more than
once during any calendar month) up to three (3) months prior to the Maturity
Date, submit to the Administrative Agent for the Administrative Agent's review
and, if required by the terms of this Section 2.16, the Supermajority Banks'
                                      ------------
approval, a real property owned by the Borrower that is either (i) improved with
an industrial, manufacturing or warehouse distribution facility, a research and
development facility, an office building, or a shopping center, theater,
restaurant facility or other similar retail project or use (or any combination
thereof) (which may include Entitled Land on which the Borrower has constructed
any of the foregoing types of improvements), or (ii) unimproved, but satisfies
all of the conditions set forth in the definition of the term "Entitled Land",
that the Borrower proposes to encumber with a Deed of Trust for the benefit of
the Administrative Agent, as administrative agent for the Banks, as additional
security for the Obligations. Any such submission shall be accompanied or
promptly supplemented by a "New Property Information Package" relating to the
property, containing all of the following information (except with respect to an
unimproved property, for which items (e) and (f) will not be required), in form
reasonably satisfactory to the Administrative Agent:

           (a) a detailed site plan for the property;

           (b) the most recent written appraisal of the property (if available);

           (c) a preliminary title report (and copies of all exceptions noted
     therein);

                                       30
<PAGE>

           (d) a "Phase 1" environmental assessment of the property prepared by
     a qualified engineer or consultant reasonably acceptable to the
     Administrative Agent;

           (e) a rent roll for the property, together with copies of all tenant
     leases;

           (f) a statement of profit and loss for the property for the most
     recent twelve (12) consecutive calendar months; and

           (g) all other information reasonably required by the Administrative
     Agent.

          2.16.2  Upon its receipt of a complete New Property Information
Package for any property, the Administrative Agent shall provide a copy of such
New Property Information Package to each Bank, and shall cause an Appraisal of
the property to be prepared by (i) an independent appraiser selected by the
Administrative Agent or (ii) the BofA in-house appraisal department. The
Administrative Agent shall notify each Bank of the identity and qualifications
of the proposed appraiser, which appraiser shall be deemed approved unless a
Bank objects within three (3) Business Days after receipt of such notice. The
Administrative Agent shall deliver a copy of such Appraisal to each Bank, and
the Banks shall review such Appraisal within ten (10) Business Days after
receipt and, based upon such review and such comments as the Administrative
Agent may receive from any Bank within such ten (10) Business Day period, the
Administrative Agent shall make such adjustments to such Appraisal as the
Administrative Agent, on behalf of the Banks, reasonably deems appropriate.

          2.16.3  Within five (5) Business Days after the Administrative Agent
determines the final Appraised Value for a property, the Administrative Agent
shall determine whether such property satisfies all of the following conditions:

           (a) such property is improved with a completed industrial,
     manufacturing or warehouse distribution facility, or is an R&D Property;

           (b) 100% of the net rentable area of such property is subject to one
     or more signed leases to paying third party tenants expiring not less than
     five (5) years after the date of the Administrative Agent's determination;
     and

           (c) such property would, if encumbered with a Deed of Trust, cause an
     increase in the Availability of $10,000,000.00 or less.

If the Administrative Agent determines that such property satisfies all of the
conditions set forth in this Section 2.16.3, the Administrative Agent may, in
                             --------------
its sole discretion, approve encumbering such property with a Deed of Trust for
the benefit of the Administrative Agent, as administrative agent for the Banks;
if the Administrative Agent determines that such property does not satisfy all
such conditions, then the Supermajority Banks may, in their sole discretion,
approve encumbering such property with a Deed of Trust for the benefit of the
Administrative Agent, as administrative agent for the Banks.

                                       31
<PAGE>

          2.16.4  Upon the satisfaction of all of the conditions set forth in

Sections 4.1.2 (if required by the Administrative Agent), 4.1.3 (if required by
--------------                                            -----
the Administrative Agent), 4.1.6, 4.1.7, 4.1.8, 4.1.9 and 4.1.10 solely with
                           -------------------------------------
respect to the new property approved by the Administrative Agent or by the
Supermajority Banks, as applicable, such property shall be a "Property" for all
purposes under this Agreement and the other Loan Documents, and the Availability
shall be recomputed taking account of such additional Property.

     2.17  Development of Entitled Land. The Borrower shall have the right,
           ----------------------------
without the consent of the Administrative Agent or the Banks, to develop any of
the Entitled Land (including the performance of site work, the installation of
utilities or infrastructure, the alteration or demolition of existing
improvements, if any, or the construction of improvements on any such Entitled
Land, or the taking of such actions as may be necessary to obtain permits or
approvals for the development of any such Entitled Land). However, unless the
Borrower submits such developed Entitled Land to the Administrative Agent
pursuant to Section 2.16, and such developed Entitled Land satisfies the
            ------------
requirements of Section 2.16, such Property shall continue to be considered
                ------------
Entitled Land notwithstanding the Borrower's construction of improvements
thereon.


                                   ARTICLE 3.

                     TAXES, YIELD PROTECTION AND ILLEGALITY
                     --------------------------------------

     3.1   Taxes. The Borrower shall pay all Other Taxes. In addition, if after
           -----
the date hereof any new Taxes are at any time imposed on any payments under or
in respect of any LIBOR Loan or any instrument or agreement required hereunder,
including payments made pursuant to this Section 3.1, and the result thereof is
                                         -----------
to increase the cost to any Bank or its Offshore Lending Office of making or
maintaining any LIBOR Loan or to reduce the amounts received or receivable by
such Bank or its Offshore Lending Office in connection with any LIBOR Loan, then
within thirty (30) days following such Lender's request, from time to time the
Borrower shall pay all such Taxes and shall also pay to the Administrative
Agent, at the time interest is paid, all additional amounts which such Bank
specifies as necessary to preserve the yield, after payment of such Taxes, that
such Bank would have received if such taxes had not been imposed; provided,
                                                                  --------
however, that the Borrower shall not be obligated to pay such Bank any
compensation attributable to any period prior to the date that is ninety (90)
days prior to the date on which such Bank gave notice to the Borrower of the
circumstance entitling such Bank to compensation. Each Bank agrees to notify the
Borrower promptly of its actual knowledge of any event that would entitle such
Bank to compensation under this Section 3.1 (and further agrees to designate a
                                -----------
different Lending Office with respect to its LIBOR Loans if such redesignation
will avoid the need for or reduce the amount of any such compensation and will
not, in the judgment of such Bank, be illegal or otherwise disadvantageous to
such Bank); provided further, however, that a Lender's failure to give any such
            ----------------
notice shall not affect the Borrower's obligation to pay such compensation,
except as otherwise expressly provided above. If any Bank claims

                                       32
<PAGE>

compensation or a right to reimbursement under this Section 3.1, the Borrower
                                                    -----------
may at any time, upon at least four (4) Business Days' prior written notice to
the Administrative Agent and the Bank and upon payment of all amounts then due
under this Section 3.1 plus any prepayment fee required under Section 3.4,
                                                              -----------
prepay such Bank's affected LIBOR Loans or request that such Bank's LIBOR Loans
be converted to Reference Rate Loans.

     3.2   Illegality.
           ----------

          3.2.1  If any Bank determines that (a) the introduction of any
Requirement of Law, or any change in any Requirement of Law, or in the
interpretation or administration of any Requirement of Law, occurring after the
date of this Agreement has made it unlawful, or (b) any central bank or other
Governmental Authority has asserted after the date of this Agreement that it is
unlawful for such Bank or its applicable Lending Office to make LIBOR Loans,
then, on notice thereof by such Bank to the Borrower and the Administrative
Agent, any obligation of such Bank to make LIBOR Loans shall be suspended until
such Bank notifies the Administrative Agent and the Borrower that the
circumstances giving rise to such determination no longer exist.

          3.2.2  If any Bank determines that it is unlawful to maintain any
LIBOR Loan, the Borrower shall, upon its receipt of notice of such fact and
demand from such Bank (with a copy to the Administrative Agent), prepay in full
such Bank's LIBOR Loans then outstanding, together with interest accrued
thereon, but without any amounts that would otherwise be required to be paid in
connection with such prepayment under Section 3.4, either on the last day of the
                                      -----------
Interest Period thereof, if such Bank may lawfully continue to maintain such
LIBOR Loans to such day, or immediately, if such Bank may not lawfully continue
to maintain such LIBOR Loans. If the Borrower is required to so prepay any LIBOR
Loan, then concurrency with such prepayment, the Borrower shall borrow from the
affected Bank, in the amount of such repayment, a Reference Rate Loan.

          3.2.3  If the obligation of any Bank to make or maintain LIBOR Loans
has been so terminated or suspended, the Borrower may elect, by giving notice to
such Bank and the Administrative Agent, chat all Loans which would otherwise be
made by such Bank as LIBOR Loans shall be instead Reference Rate Loans.


          3.2.4  Before giving any notice to the Borrower and the Administrative
Agent under this Section 3.2, the affected Bank shall designate a different
                 -----------
Lending Office with respect to its LIBOR Loans if such designation will avoid
the need for giving such notice or making such demand and will not, in the
judgment of such Bank, be illegal or otherwise disadvantageous to such Bank.

     3.3   Increased Costs and Reduction of Return.
           ---------------------------------------

          3.3.1  If any Bank determines that, due to either (i) the introduction
of, or any change in or in the interpretation of, any law or regulation
occurring after the date of

                                       33
<PAGE>

this Agreement or (ii) the compliance by such Bank (or its Lending Office) with
any guideline or request from any central bank or other Governmental Authority
(whether or not having the force of law) imposed after the date hereof, there
shall be any increase in the cost to such Bank of agreeing to make or making,
funding or maintaining any LIBOR Loans, then the Borrower shall be liable for,
and shall from time to time, within thirty (30) days of demand by such Bank
(with a copy of such demand to be sent to the Administrative Agent), pay to the
Administrative Agent, for the account of such Bank, additional amounts as are
sufficient to compensate such Bank for such increased costs; provided, however,
                                                             --------
that the Borrower shall not be obligated to pay to the Administrative Agent, for
the account of such Bank, any compensation attributable to any period prior to
the date that is ninety (90) days prior to the date on which such Bank gave
notice to the Borrower of the circumstance entitling such Bank to compensation.
A Bank's statement claiming compensation under this Section 3.3.1 and setting
                                                    -------------
forth the additional amounts to be paid hereunder shall, in the absence of
manifest error, be conclusive and binding for all purposes so long as the amount
claimed is calculated and charged in the same manner as such amounts are
generally calculated and charged for such Bank's other similarly situated
borrowers. Each Bank agrees promptly to notify the Borrower (with a copy to the
Administrative Agent) of its actual knowledge of any event that would entitle
such Bank to compensation under this Section 3.3.1 (and further agrees to
                                     -------------
designate a different Lending Office with respect to its LIBOR Loans if such
redesignation will avoid the need for, or reduce the amount of, any such
compensation and will not, in the judgment of such Bank, be illegal or otherwise
disadvantageous to such Bank); provided further, however, that a Bank's failure
                               ----------------
to give any such notice(s) shall not affect the Borrower's obligation to pay
such additional amounts hereunder, except as otherwise expressly provided above.
If any Bank claims compensation under this Section 3.3.1, the Borrower may at
                                           -------------
any time, upon at least four (4) Business Days' prior written notice to the
Administrative Agent and such Bank, and upon payment of all amounts required
under this Section 3.3.1 plus any prepayment fee required under Section 3.4,
           ------------- ----                                   -----------
prepay such Bank's LIBOR Loans or request that such Bank's LIBOR Loans be
converted to Reference Rate Loans.

          3.3.2  If after the date of this Agreement any Bank determines that
(i) the introduction of any Capital Adequacy Regulation, (ii) any change in any
Capital Adequacy Regulation, (iii) any change in the interpretation or
administration of any Capital Adequacy Regulation by any central bank or other
Governmental Authority charged with the interpretation or administration
thereof, or (iv) compliance by such Bank (or its Lending Office), or any
corporation controlling such Bank, with any Capital Adequacy Regulation imposed
after the date hereof affects or would affect the amount of capital required or
expected to be maintained by such Bank or any corporation controlling such Bank,
and such Bank (taking into consideration such Bank's or such corporation's
policies with respect to capital adequacy and such Bank's desired return on
capital) determines that the amount of such capital is increased as a
consequence of its Commitment, loans, credits or obligations under this
Agreement, then, within thirty (30) days of such Bank's demand to the Borrower
(with a copy to the Administrative Agent), the Borrower shall pay to the
Administrative Agent, for the account of such Bank, from time to time as
specified by such Bank, additional amounts sufficient to compensate such Bank
for such increase; provided, however, that the
                   --------

                                       34
<PAGE>

Borrower shall not be obligated to pay to the Administrative Agent, for the
account of such Bank, any compensation attributable to any period prior to the
date chat is ninety (90) days prior to the date on which such Bank gives notice
to the Borrower of the circumstance entitling such Bank to compensation. Each
Bank agrees promptly to notify the Borrower (with a copy to the Administrative
Agent) of any circumstances that would cause the Borrower to pay additional
amounts pursuant to this Section 3.3.2; provided further, however, that a Bank's
                         -------------  ----------------
failure to give any such notice(s) shall not affect the Borrower's obligation to
pay such additional amounts hereunder, except as otherwise expressly provided
above. Notwithstanding the foregoing, the Borrower shall not be required to pay
any amount to any Bank under this Section 3.3.2 if such Bank has previously
                                  -------------
received the compensation otherwise payable hereunder as a result of any other
payment made by the Borrower to such Bank under any other section of this
Agreement or under one of the other Loan Documents.

     3.4   Funding Losses. The Borrower shall reimburse each Bank, and hold each
           --------------
Bank harmless from, any loss or expense which the Bank may sustain or incur as a
consequence of:

           (a) the Borrower's failure to borrow, continue or convert a Loan
     after the Borrower has given (or is deemed to have given) a Notice of
     Borrowing or a Notice of Conversion/Continuation;

           (b) the Borrower's failure to make any prepayment in accordance with
     any notice delivered under Section 2.5;
                                -----------

           (c) the prepayment (including pursuant to Section 2.6) or other
                                                     -----------
     payment (including after acceleration thereof) of a LIBOR Loan on a day
     that is not the last day of the relevant Interest Period; or

           (d) the automatic conversion under Section 2.4 of any LIBOR Loan to a
                                              -----------
     Reference Rate Loan on a day that is not the last day of the relevant
     Interest Period;

to the extent that any such loss or expense arises from the liquidation or
reemployment of funds obtained by it to maintain its LIBOR Loans or from fees
payable to terminate the deposits from which such funds were obtained. For
purposes of this Section 3.4, the loss or expense arising from the liquidation
                 -----------
or reemployment of funds obtained to maintain any LIBOR Loans shall be an amount
equal to the sum of (i) $250.00 and (ii) the amount, if any, by which X exceeds
Y, and (iii) all other costs and expenses that such Bank would reasonably expect
to incur in connection with the prepayment of the applicable LIBOR Loans, where
"X" equals the additional interest that would have accrued on the principal
amount of the LIBOR Loan prepaid, without regard to the Applicable Margin, if
that principal amount had remained outstanding until the last day of the
applicable Interest Period, and "Y" equals the interest that such Bank could
recover by placing the prepaid funds on deposit in the London U.S. Dollar
interbank market for a period beginning on the day of prepayment and ending on
the last day of the applicable Interest Period, or for a comparable period for
which an appropriate rate quote can be obtained. For purposes of calculating

                                       35
<PAGE>

amounts payable by the Borrower to a Bank under this Section 3.4 and under
                                                     -----------
Section 3.3.1, each LIBOR Loan made by a Bank (and each related reserve, special
-------------
deposit or similar requirement) shall be conclusively deemed to have been funded
at the LIBOR for such LIBOR Loan by a matching deposit or other borrowing in the
London U.S. Dollar interbank market for a comparable amount and for a comparable
period, whether or not such LIBOR Loan is in fact so funded.

     3.5   Inability to Determine Rates. If the Majority Banks reasonably
           ----------------------------
determine that for any reason beyond their reasonable control adequate and
reasonable means do not exist for determining LIBOR for any requested Interest
Period with respect to a proposed LIBOR Loan, or that the LIBOR applicable
pursuant to Section 2.8.1 for any requested Interest Period with respect to a
            -------------
proposed LIBOR Loan does not adequately and fairly reflect the cost to such
Banks of funding such Loan (and, as a matter of general policy, the Majority
Banks are not making LIBOR Loans to other borrowers similarly situated), the
Administrative Agent will promptly so notify the Borrower and each Bank.
Thereafter, the obligation of the Banks to make or maintain LIBOR Loans
hereunder shall be suspended until the Administrative Agent, upon the
instruction of the Majority Banks, revokes such notice in writing. Upon receipt
of such notice, the Borrower may revoke any Notice of Borrowing or Notice of
Conversion/Continuation then submitted by it. If the Borrower does not revoke
such Notice, the Banks shall make, convert or continue the Loans, as proposed by
the Borrower, in the amount specified in the applicable notice submitted by the
Borrower, but such Loans shall be made, converted or continued as Reference Rate
Loans instead of LIBOR Loans. No breakage or other costs described in Section
                                                                      -------
3.4 shall be charged or payable in connection with any revocation of a notice by
---
Borrower or any conversion of LIBOR Loans under this Section 3.5.
                                                     -----------

     3.6   Certificates of Banks. Any Bank claiming reimbursement or
           ---------------------
compensation under this Article 3 shall deliver to the Borrower (with a copy to
                        ---------
the Administrative Agent) a certificate setting forth in reasonable detail the
amount payable to such Bank hereunder, and such certificate shall be conclusive
and binding on the Borrower (a) so long as the amount payable is calculated and
charged in the same manner as such amounts are calculated and charged generally
to such Bank's other borrowers similarly situated and (b) in the absence of
manifest error.

     3.7   Survival. The agreements and obligations of the Borrower in this
           --------
Article 3 shall survive the payment and performance of all other Obligations.
---------


                                   ARTICLE 4.

                              CONDITIONS PRECEDENT
                              --------------------

     4.1   Conditions of Initial Loans. The obligation of each Bank to make its
           ---------------------------
initial Loan hereunder is subject to the condition that the Administrative Agent
shall have received on or before the Closing Date all of the following, in form
and substance reasonably

                                       36
<PAGE>

satisfactory to the Administrative Agent and each Bank, and in sufficient copies
for each Bank:

          4.1.1  Credit Agreement, Notes and Environmental Indemnity. This
                 ---------------------------------------------------
Agreement, the Notes and the Environmental Indemnity covering each of the
Properties, each executed by the Borrower.

          4.1.2  Resolutions; Incumbency.
                 -----------------------

               (a) Copies of the resolutions of the board of directors of the
     Borrower authorizing the transactions contemplated hereby, certified as of
     the Closing Date by the Secretary or an Assistant Secretary of the
     Borrower; and

               (b) A certificate of the Secretary or Assistant Secretary of the
     Borrower certifying the names and true signatures of the officers of the
     Borrower authorized to execute and deliver this Agreement, all other Loan
     Documents to be delivered by it hereunder, and the Environmental Indemnity.

          4.1.3  Organization Documents; Good Standing. Each of the following
                 -------------------------------------
documents:

               (a) the articles or certificate of incorporation of the Borrower
     as in effect on the Closing Date, certified by the Secretary of State of
     the jurisdiction of the Borrower's incorporation; and

               (b) good standing and tax good standing certificates for the
     Borrower from the Secretary of State (or similar, applicable Governmental
     Authority) of its state of incorporation and each state in which a Property
     is located, as of a recent date.

          4.1.4  Legal Opinions.
                 --------------

               (a) one or more opinions of counsel to the Borrower addressed to
     the Administrative Agent and the Banks, collectively substantially in the
     form of Exhibit D-1; and
             -----------

               (b) opinions of local counsel to the Administrative Agent in the
     States of Arizona, Illinois, Oregon and Texas addressed to the
     Administrative Agent and the Banks, substantially in the form of Exhibit D-
                                                                      ---------
     2.
     -

          4.1.5  Payment of Fees. Evidence of payment by the Borrower of all
                 ---------------
accrued and unpaid fees, costs and expenses to the extent then due and payable
on the Closing Date, together with Attorney Costs of BofA to the extent invoiced
prior to or on the Closing Date, plus such additional amounts of Attorney Costs
as shall constitute BofA's reasonable estimate of Attorney Costs incurred or to
be incurred by it through the closing proceedings (provided

                                       37
<PAGE>

that such estimate shall not thereafter preclude final settling of accounts
between the Borrower and BofA); including any such costs, fees and expenses
arising under or referenced in Sections 2.9 and 10.4.
                               ---------------------

          4.1.6  Collateral Documents. The Collateral Documents, executed by the
                 --------------------
Borrower, in appropriate form for recording, where necessary, together with:

               (a) copies of all UCC-1 financing statements to be filed,
     registered or recorded to perfect the security interests of the
     Administrative Agent, for the benefit of the Banks, or other evidence
     satisfactory to the Administrative Agent that there will be filed,
     registered or recorded all financing statements and other filings,
     registrations and recordings necessary and advisable to perfect the Liens
     of the Administrative Agent, for the benefit of the Banks, in accordance
     with applicable law;

               (b) written advice relating to such Lien and judgment searches as
     the Administrative Agent shall have requested, and such termination
     statements or other documents as may be necessary to confirm that the
     Collateral is subject to no other Liens in favor of any Persons (other than
     Permitted Liens);

               (c) evidence that all other actions necessary or, in the
     reasonable opinion of the Administrative Agent or the Banks, desirable to
     perfect and protect the first priority security interest created by the
     Collateral Documents will be taken, including the recording of each of the
     Deeds of Trust;

               (d) funds sufficient to pay any filing or recording tax or fee in
     connection with any and all UCC-1 financing statements and the Deeds of
     Trust;

               (e) with respect to each Property, an A.L.T.A. Form B lender's
     policy of title insurance, to the extent available in the jurisdiction in
     which the applicable Property is located (or other form available in the
     jurisdiction in which the applicable Property is located and otherwise
     acceptable to the Administrative Agent and the Banks), or a binder
     therefor, issued by a title insurance company satisfactory to the
     Administrative Agent and the Banks (the Administrative Agent and the Banks
     hereby acknowledging that Commonwealth Title Insurance Company is
     acceptable) insuring (or undertaking to insure, in the case of a binder)
     that the applicable Deed of Trust creates and constitutes a valid first
     Lien encumbering such Property in favor of the Administrative Agent,
     subject only to exceptions reasonably acceptable to the Administrative
     Agent and the Banks, with such endorsements, affirmative insurance and
     reinsurance as the Administrative Agent or any Bank may reasonably request;

               (f) evidence that the Administrative Agent has been named as loss
     payee under all policies of casualty insurance, and as additional insured
     under all policies of liability insurance, required by this Agreement or
     the applicable Deed of Trust;

                                       38
<PAGE>

               (g) to the extent required under Section 6.6, evidence of flood
                                                -----------
     insurance and earthquake insurance meeting the requirements of Section 6.6;
                                                                    -----------

               (h) current A.L.T.A. surveys and surveyor's certification as to
     each Property in respect of which there is delivered a Deed of Trust, or as
     may be reasonably required by the Administrative Agent, each in form and
     substance reasonably satisfactory to the Administrative Agent and the
     Banks;

               (i)  Appraisals of each Property;

               (j) proof of payment of all title insurance premiums, documentary
     stamp or intangible taxes, recording fees and mortgage taxes payable in
     connection with the recording of any Deed of Trust or the issuance of the
     title insurance policies (whether due on the Closing Date or in the
     future);

               (k) an estoppel certificate executed by the tenant under any
     lease of a Property that covers twenty-five percent (25%) or more of the
     net rentable area of such Property; and

               (l) evidence that all other actions necessary or, in the
     reasonable opinion of the Administrative Agent or the Banks, desirable to
     perfect and protect any of the first priority Liens created by the
     Collateral Documents, and to enhance the Administrative Agent's ability to
     preserve and protect its interests in and access to any of the Collateral,
     have been taken.

          4.1.7  Environmental Review. An environmental site assessment with
                 --------------------
respect to each Property as to which the Administrative Agent is granted a Lien,
for the benefit of the Banks, dated as of a recent date prior to the Closing
Date, prepared by a qualified firm reasonably acceptable to the Administrative
Agent and the Banks (the Administrative Agent and the Banks hereby approving
Dames & Moore), confirming, among other things, that such Property is either
free from Hazardous Materials that violate applicable Environmental Laws or has
an acceptable remediation plan in place and that the current operations
conducted thereon are in compliance with all Environmental Laws.

          4.1.8  Lease Review. Copies of all leases of each Property, which
                 ------------
leases shall be satisfactory in form and substance to the Administrative Agent.

          4.1.9  Certificate. A certificate signed by a Senior Officer, dated
                 -----------
as of the Closing Date, stating that:

               (a) the representations and warranties contained in Article 5 are
     true and correct on and as of such date, as though made on and as of such
     date;

               (b) no Default or Event of Default exists or would result from
     the initial Borrowing; and

                                       39
<PAGE>

               (c) there has occurred since December 31, 1995, no event or
     circumstance that has resulted or could reasonably be expected to result in
     a Material Adverse Effect.

          4.1.10  Other Documents. Such other approvals, opinions, documents or
                  ---------------
materials as the Administrative Agent or any Bank may reasonably request.

     4.2   Conditions to All Borrowings. The obligation of each Bank to make any
           ----------------------------
Loan to be made by it (including its initial Loan) is subject to the
satisfaction of all of the following conditions precedent on the relevant
Borrowing Date:

          4.2.1  Notice of Borrowing. The Administrative Agent shall have
                 -------------------
received (with, in the case of the initial Loan only, a copy for each Bank) a
Notice of Borrowing.

          4.2.2  Continuation of Representations and Warranties. The
                 ----------------------------------------------
representations and warranties in Article 5 shall be true and correct on and as
                                  ---------
of such Borrowing Date with the same effect as if made on and as of such
Borrowing Date (except to the extent such representations and warranties
expressly refer to an earlier date, in which case they shall be true and correct
as of such earlier date); provided, however, that in connection with any Notice
                          --------
of Borrowing, the Borrower may supplement or update the representations and
warranties set forth in Article 5, by written notice to the Administrative
                        ---------
Agent, and Article 5 shall automatically be deemed modified so long as the
           ---------
modifications requested by Borrower do not reflect changes in facts or
circumstances which constitute a Material Adverse Effect.

          4.2.3  No Existing Default. No Monetary Default, other Default that e
                 -------------------
Borrower is not in the process of curing (to the extent permitted by Section
                                                                     -------
8.1) or Event of Default shall exist or shall result from such Borrowing.
---
          4.2.4  No Future Advance Notice. Neither the Administrative Agent nor
                 ------------------------
any Bank shall have received from the Borrower, or from any other Person who has
reasonable cause to know, any notice that any Collateral Document will no longer
secure on a first priority basis future advances or future Loans to be made or
extended under this Agreement.

          4.2.5  Further Assurances. The Borrower shall have executed and
                 ------------------
acknowledged (or caused to be executed and acknowledged) and delivered to the
Administrative Agent all documents, and taken all actions, reasonably required
by the Administrative Agent from time to time to confirm the rights created or
now or hereafter intended to be created under the Loan Documents or the
Environmental Indemnity, to protect and further the validity, priority and
enforceability of the applicable Collateral Documents, to subject to the
Collateral Documents any property intended by the terms of any Loan Document to
be covered by the Collateral Documents, or otherwise to carry out the purposes
of the Loan Documents and the transactions contemplated by the Loan Documents.

          4.2.6  Title Indorsements. The Administrative Agent shall have
                 ------------------
received, at the Borrower's sole expense, a commitment for quarterly date-down
indorsements to the

                                       40
<PAGE>

policies of title insurance covering the Properties, all in form and substance
satisfactory to the Administrative Agent and issued by the title insurer that
issued the original title policies.

Each Notice of Borrowing submitted by the Borrower hereunder shall constitute a
representation and warranty by the Borrower hereunder, as of the date of each
such notice and as of each Borrowing Date, that the conditions in Section 4.2
                                                                  -----------
are satisfied, except as otherwise specified therein.

     4.3   Letters of Credit. In addition to the conditions set forth in
           -----------------
Sections 4.1 and 4.2, BofA's obligation to issue any Letter of Credit is subject
------------
to the satisfaction of all of the following conditions precedent on the relevant
issuance date:

          4.3.1  Letter of Credit Application. The Borrower shall have executed
                 ----------------------------
and delivered to the Administrative Agent an application and agreement for
standby letter of credit substantially in the form of Exhibit K.
                                                      ---------


                                   ARTICLE 5.

                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

           The Borrower represents and warrants to the Administrative Agent and
each Bank that:

     5.1   Corporate Existence and Power. The Borrower:
           -----------------------------

               (a) is a corporation duly organized, validly existing and in good
     standing under the laws of the jurisdiction of its incorporation;

               (b) has the power and authority and all governmental licenses,
     authorizations, consents and approvals to own its assets, carry on its
     business and to execute, deliver, and perform its obligations under the
     Loan Documents and the Environmental Indemnity;

               (c) is duly qualified as a foreign corporation and is in good
     standing under the laws of each jurisdiction where its ownership, lease or
     operation of property or the conduct of its business requires such
     qualification or license; and

               (d) is in compliance with all Requirements of Law; except, in
     each case referred to in clause (c) or clause (d) of this Section 5.1, to
                                                               -----------
     the extent that the failure to do so could not reasonably be expected to
     have a Material Adverse Effect.

     5.2   Corporate Authorization; No Contravention. The execution, delivery
           -----------------------------------------
and performance by the Borrower of this Agreement, each other Loan Document to
which the

                                       41
<PAGE>

Borrower is party and the Environmental Indemnity, have been duly authorized by
all necessary corporate action, and do not and will not:

               (a) contravene the terms of any of the Borrower's Organization
     Documents;

               (b) conflict with or result in any breach or contravention of, or
     the creation of any Lien under (i) any document evidencing any Contractual
     Obligation to which the Borrower is a party in a manner that could
     reasonably be expected to cause a Material Adverse Effect, or (ii) any
     order, injunction, writ or decree of any Governmental Authority known to
     the Borrower to which the Borrower or its property is subject in a manner
     that could reasonably be expected to cause a Material Adverse Effect; or

               (c) violate any Requirement of Law in a manner that could
     reasonably be expected to cause a Material Adverse Effect.

     5.3   Governmental Authorization. No approval, consent, exemption,
           --------------------------
authorization, or other action by, or notice to, or filing with, any
Governmental Authority (except for recordings or filings in connection with the
Liens granted to the Administrative Agent under the Collateral Documents) is
necessary or required in connection with the Borrower's execution, delivery or
performance of this Agreement, any other Loan Document to which the Borrower is
a party or the Environmental Indemnity, or, except as otherwise provided in the
opinions of counsel delivered to the Administrative Agent pursuant to Section
                                                                      -------
4.1.4 (the "Opinions of Counsel"), the enforcement of any of such agreements
-----       -------------------
against the Borrower.

     5.4   Binding Effect. This Agreement, each other Loan Document to which the
           --------------
Borrower is a party and the Environmental Indemnity constitute the legal, valid
and binding obligations of the Borrower, enforceable against the Borrower in
accordance with their respective terms, except as enforceability may be limited
by applicable bankruptcy, insolvency, or similar laws affecting the enforcement
of creditors' rights generally or by equitable principles relating to
enforceability, and subject to the other qualifications on enforceability set
forth in the Opinions of Counsel.

     5.5   Litigation. Except as specifically disclosed in Schedule 5.5, there
           ----------                                      ------------
are no actions, suits, proceedings, claims or disputes pending, or to the best
knowledge of the Borrower, threatened or contemplated, at law, in equity, in
arbitration or before any Governmental Authority, against the Borrower or any of
its properties, which:

               (a) purport to affect or pertain to this Agreement, any other
     Loan Document or the Environmental Indemnity, or any of the transactions
     contemplated hereby or thereby; or

               (b) involve amounts in excess of Five Million Dollars
     ($5,000,000) and, if determined adversely to the Borrower, would reasonably
     be expected to have a

                                       42
<PAGE>

     Material Adverse Effect. No injunction, writ, temporary restraining order
     or any order of any nature has been issued by any court or other
     Governmental Authority purporting to enjoin or restrain the execution,
     delivery or performance of this Agreement, any other Loan Document or the
     Environmental Indemnity, or directing that the transactions provided for
     herein or therein not be consummated as herein or therein provided.

     5.6   No Default. No Default or Event of Default exists or would result
           ----------
from the incurring of any Obligations by the Borrower or from the grant or
perfection of the  Liens of the Administrative Agent and the Banks on the
Collateral. As of the Closing Date, the Borrower is not in default under or with
respect to any Contractual Obligation in any respect which, individually or
together with all such defaults, could reasonably be expected to have a Material
Adverse Effect.

     5.7   ERISA Compliance.
           ----------------

               (a) Except as specifically disclosed in Schedule 5.7, each Plan
                                                       ------------
     is in compliance with the applicable provisions of ERISA, the Code and
     other federal or state law, except to the extent that any noncompliance
     could reasonably be expected to result in a Material Adverse Effect. Except
     as specifically disclosed in Schedule 5.7, each Plan which is intended to
                                  ------------
     qualify under Section 401(a) of the Code has received a favorable
     determination letter from the IRS and, to the best knowledge of the
     Borrower, nothing has occurred which would cause the loss of such
     qualification.

               (b) There are no pending, or to the best knowledge of Borrower
     threatened, claims, actions or lawsuits, or action by any Governmental
     Authority, with respect to any Plan which has resulted or could reasonably
     be expected to result in a Material Adverse Effect. There has been no
     prohibited transaction or other violation of the fiduciary responsibility
     rule with respect to any Plan which could reasonably result in a Material
     Adverse Effect.

               (c) Except as specifically disclosed in Schedule 5.7, no ERISA
                                                       ------------
     Event has occurred or is reasonably expected to occur with respect to any
     Plan which could reasonably be expected to result in a Material Adverse
     Effect.

               (d) Except as specifically disclosed in Schedule 5.7, no Pension
                                                       ------------
     Plan has any unfunded pension liability.

               (e) Except as specifically disclosed in Schedule 5.7, the
                                                       ------------
     Borrower has not incurred, nor does it reasonably expect to incur, any
     liability under Title IV of ERISA with respect to any Plan (other than
     premiums due and not delinquent under Section 4007 of ERISA), which could
     reasonably be expected to result in a Material Adverse Effect.

                                       43
<PAGE>

               (f) Except as specifically disclosed in Schedule 5.7, the
                                                       ------------
     Borrower has not transferred any unfunded pension liability to any Person
     or otherwise engaged in a transaction that could be subject to Section 4069
     of ERISA.

               (g) Neither the Borrower nor any ERISA Affiliate maintains or
     contributes to any Plan subject to Section 412 of the Code. Neither the
     Borrower nor any ERISA Affiliate has ever contributed to any Multiemployer
     Plan.

     5.8   Use of Proceeds; Margin Regulations. The proceeds of the Loans are to
           -----------------------------------
be used solely for the purposes set forth in and permitted by Section 6.11 and
                                                              ------------
Section 7.7. Neither the Borrower nor any Subsidiary is generally engaged in the
-----------
business of purchasing or selling Margin Stock or extending credit for the
purpose of purchasing or carrying Margin Stock.

     5.9   Title to Properties. Except with respect to the Property located at
           -------------------
1065 North PacifiCenter Drive, Anaheim, California (the "Anaheim Office
                                                         --------------
Property"), the Borrower has good record and marketable title in fee simple to,
--------
or valid leasehold interests in, all of the Properties, except for (i) Permitted
Encumbrances and (ii) such defects in title as could not, individually or in the
aggregate, have a Material Adverse Effect. With respect to the Anaheim Office
Property, SFPP, a wholly-owned Subsidiary of the Borrower, has good record and
marketable title in fee simple to such Property, except for (i) Permitted
Encumbrances and (ii) such defects in title as could not, individually or in the
aggregate, have a Material Adverse Effect. As of the Closing Date, the
Properties are subject to no Liens other than Permitted Liens or liens being
released in connection with the initial funding of the Loans on the Closing
Date.

     5.10  Taxes. The Borrower and its Subsidiaries have filed all Federal and
           -----
other material tax returns and reports required to be filed, and have paid all
Federal and other material taxes, assessments, fees and other governmental
charges levied or imposed upon them or their properties, income or assets
otherwise due and payable, except those which are being contested in good faith
by appropriate proceedings and for which adequate reserves have been provided in
accordance with GAAP. To the best of the Borrower's knowledge, there is no
proposed tax assessment against the Borrower or any of the Properties that
would, if made, have a Material Adverse Effect.

     5.11  Financial Condition.
           -------------------

           (a) The audited consolidated financial statements of the Borrower and
     its Subsidiaries dated December 31, 1995, and the related consolidated
     statements of income or operations, shareholders equity and cash flows for
     the fiscal year ended on that date (and the notes thereto):

               (i) were prepared in accordance with GAAP consistently applied
     throughout the period covered thereby, except as otherwise expressly noted
     therein, subject to ordinary, good faith year-end audit adjustments;

                                       44
<PAGE>

           (ii) fairly present the financial condition of the Borrower and its
     Subsidiaries as of the date thereof and results of operations for the
     period covered thereby; and

           (iii)  except as specifically disclosed in Schedule 5.11, show
     all material indebtedness and other liabilities of the Borrower and its
     consolidated Subsidiaries as of the date thereof, including any liabilities
     for taxes, material commitments and Contingent Obligations which are
     required by GAAP to be shown in such financial statements.

           (b) Since December 31, 1995, there has been no Material Adverse
     Effect.

     5.12  Environmental Matters.
           ---------------------

           (a) Except as specifically disclosed in Schedule 5.12 or the reports
                                                   -------------
     listed on Schedule 5.12, to the best of the Borrower's knowledge the on-
               -------------
     going operations of the Borrower and each of its Subsidiaries comply in all
     respects with all Environmental Laws, except such non-compliance which
     would not (if enforced in accordance with applicable law) result in
     liability in excess of $5,000,000 for an individual site or $15,000,000 in
     the aggregate.

           (b) Except as specifically disclosed in Schedule 5.12 or the reports
                                                   -------------
     listed on Schedule 5.12, to the best of the Borrower's knowledge the
               -------------
     Borrower and each of its Subsidiaries have obtained all licenses, permits,
     authorizations and registrations required under any Environmental Law

     ("Environmental Permits") and necessary for their respective ordinary
       ---------------------
     course operations, all such Environmental Permits are in good standing, and
     the Borrower and each of its Subsidiaries are in compliance with all
     material terms and conditions of such Environmental Permits.

           (c) Except as specifically disclosed in Schedule 5.12 or the reports
                                                   -------------
     listed on Schedule 5.12, none of the Borrower, any of its Subsidiaries or
               -------------
     any of their respective present property or operations, is subject to any
     outstanding written order from or agreement with any Governmental
     Authority, nor, to the best of the Borrower's knowledge, subject to any
     judicial or docketed administrative proceeding, respecting any
     Environmental Law, Environmental Claim or Hazardous Material.

           (d) Except as specifically disclosed in Schedule 5.12 or the reports
                                                   -------------
     listed on Schedule 5.12, to the best of the Borrower's knowledge there are
               -------------
     no Hazardous Materials or other conditions or circumstances existing with
     respect to any property of the Borrower or any Subsidiary, or arising from
     operations prior to the Closing Date, of the Borrower or any of its
     Subsidiaries that would reasonably be expected to give rise to
     Environmental Claims with a liability of the Borrower and its Subsidiaries
     in excess of $5,000,000 for an individual condition or circumstance or
     $15,000,000 in the aggregate for all such conditions and circumstances. In
     addition, except as specifically disclosed in Schedule 5.12 or the reports
                                                   -------------
     listed on Schedule 5.12, (i)
               -------------

                                       45
<PAGE>

     neither the Borrower nor any Subsidiary has any underground storage tanks
     (x) that are not properly registered or permitted under applicable
     Environmental Laws, or r) that are leaking or disposing of Hazardous
     Materials off-site, and (ii) the Borrower and its Subsidiaries have
     notified all of their employees of the existence, if any, of any health
     hazard arising from the conditions of their employment, to the extent
     required by applicable Environmental Laws, and have met all notification
     requirements under Title III of CERCLA and all other Environmental Laws.

     5.13  Collateral Documents.
           --------------------

           (a) The provisions of each of the Collateral Documents are effective
     to create in favor of the Administrative Agent, for the benefit of the
     Banks, a legal, valid and enforceable (subject to any qualifications on
     enforceability set forth in the Opinions of Counsel) first priority
     security interest in all right, title and interest of the Borrower or SFPP,
     as applicable, in the Collateral described therein.

           (b) Each Deed of Trust, when delivered, will be effective to grant to
     the Administrative Agent, for the benefit of the Banks, a legal, valid and
     enforceable (subject to any qualifications on enforceability set forth in
     the Opinions of Counsel) lien on all the right, title and interest of the
     Borrower or SFPP, as applicable, in the Property described therein. When
     each such Deed of Trust is duly recorded and the mortgage recording fees
     and taxes in respect thereof are paid and compliance is otherwise had with
     the formal requirements of state law applicable to the recording of real
     estate deeds of trust or mortgages generally, each such Property, subject
     to the encumbrances and exceptions to title set forth in the title policies
     delivered to the Administrative Agent pursuant to Section 4.1.6(e),
                                                       ----------------
     encumbrances approved by the Administrative Agent pursuant to this
     Agreement, and encumbrances for which the Administrative Agent's consent or
     approval is not required under this Agreement (collectively, the "Permitted
                                                                       ---------
     Encumbrances"), will be subject to a legal, valid, enforceable (subject to
     ------------
     any qualifications on enforceability set forth in the Opinions of Counsel)
     and perfected first priority lien. When financing statements have been duly
     filed, such Deed of Trust shall also create a legal, valid, enforceable
     (subject to any qualifications on enforceability set forth in the Opinions
     of Counsel) and perfected first lien on, and security interest in, all
     right, title and interest of the Borrower or SFPP, as applicable, in all
     personal property and fixtures covered by such Deed of Trust, subject to no
     other Liens except Permitted Liens.

           (c) All representations and warranties of the Borrower or SFPP, as
     applicable, contained in the Collateral Documents are true and correct.

     5.14  Regulated Entities. Neither the Borrower, nor any Person controlling
           ------------------
the Borrower, nor any Subsidiary, is an "Investment Company within the meaning
of the Investment Company Act of 1940. The Borrower is not subject to regulation
under the Public Utility Holding Company Act of 1935, the Federal Power Act, the
Interstate Commerce Act,

                                       46
<PAGE>

any state public utilities code, or any other Federal or state statute or
regulation limiting its ability to incur Indebtedness.

     5.15  No Burdensome Restrictions. Neither the Borrower nor any Subsidiary
           --------------------------
is a party to or bound by any Contractual Obligation, or subject to any
restriction in any Organization Document, or any Requirement of Law, which could
reasonably be expected to have a Material Adverse Effect.

     5.16  Subsidiaries. As of the Closing Date, the Borrower has no
           ------------
Subsidiaries other than those specifically disclosed in part (a) of Schedule
                                                                    --------
5.16 hereto, and has no equity investments in any other corporation or entity
----
other than those specifically disclosed in part (b) of Schedule 5.16.
                                                       -------------

     5.17  Insurance. Except as specifically disclosed in Schedule 5.17, the
           ---------                                      -------------
properties of the Borrower and its Subsidiaries are insured with financially
sound and reputable insurance companies not Affiliates of the Borrower, in such
amounts, with such deductibles and covering such risks as are customarily
carried by companies of comparable financial capability engaged in similar
businesses and owning similar properties in localities where the Borrower or
such Subsidiary operates.

     5.18  Solvency. The Borrower is Solvent.
           --------

     5.19  Full Disclosure. None of the representations or warranties made by
           ---------------
the Borrower in the Loan Documents or the Environmental Indemnity as of the date
such representations and warranties are made or deemed made, and none of the
statements contained in any exhibit, report, statement or certificate furnished
by a Responsible Officer of the Borrower to the Administrative Agent or the
Banks in connection with the Loan Documents (including the disclosure materials
delivered by a Responsible Officer of the Borrower to the Banks prior to the
Closing Date), contains any untrue statement of a material fact or omits any
material fact required to be stated therein or necessary to make the statements
made therein, in light of the circumstances under which they are made, not
misleading in any material respect as of the time when made or delivered.

     5.20  Name and Principal Place of Business. The Borrower presently uses no
           ------------------------------------
trade name other than its actual name. The Borrower's principal place of
business is located at 201 Mission Street, San Francisco, California 94105.


                                   ARTICLE 6.

                             AFFIRMATIVE COVENANTS
                             ---------------------

     So long as any Bank shall have any Commitment hereunder, or any Loan or
other Obligation shall remain unpaid or unsatisfied, unless the Administrative
Agent, on behalf of the Majority Banks, waives compliance or otherwise consents
in writing:

                                       47
<PAGE>

     6.1  Financial Statements. The Borrower shall deliver to the Administrative
          --------------------
Agent, in form and detail reasonably satisfactory to the Administrative Agent
and the Majority Banks, with sufficient copies for each Bank:

          6.1.1  Annual Borrower Financial Statements. As soon as available, but
                 ------------------------------------
not later than one hundred twenty (120) days after the end of each fiscal year
(commencing with the fiscal year ended December 31, 1996), a copy of the audited
consolidated balance sheet of the Borrower and its subsidiaries as at the end of
such fiscal year and the related consolidated statements of income or
operations, shareholders' equity and cash flows for such fiscal year, setting
forth in each case in comparative form the figures for the previous fiscal year,
and accompanied by the opinion of a nationally-recognized independent public
accounting firm ("Independent Auditor"), which report shall state that such
                  -------------------
consolidated financial statements present fairly the financial condition and the
results of the operations of the Borrower and its subsidiaries for the periods
indicated in conformity with GAAP applied on a basis consistent with prior
years. Such opinion shall not be qualified or limited because of a restricted or
limited examination by the Independent Auditor of any material portion of the
Borrower's or any subsidiary's records;

          6.1.2  Annual Borrower Cash Flow Projections. Not later than one
                 -------------------------------------
hundred twenty (120) days after the end of each fiscal year, a consolidated cash
flow projection for Borrower and its subsidiaries, and the operations of
Borrower and its subsidiaries, for the then-current fiscal year and the
following fiscal year, certified by a Senior Officer.

          6.1.3  Quarterly Borrower Financial Statements. As soon as available,
                 ---------------------------------------
but not later than fifty (50) days after the end of each fiscal quarter of each
fiscal year, a copy of the unaudited consolidated balance sheet of the Borrower
and its subsidiaries as of the end of such quarter and the related consolidated
statements of income, shareholders' equity and cash flows for the period
commencing on the first day and ending on the last day of such quarter, and
certified by a Responsible Officer as fairly presenting, in accordance with GAAP
(subject to ordinary, good faith year-end audit adjustments), the financial
position and the results of operations of the Borrower and its subsidiaries;

          6.1.4  Quarterly Property Operating Statements and Rent Rolls. Within
                 ------------------------------------------------------
fifty (50) days after the end of each of its first three fiscal quarters, for
each Property (a) a current rent roll for such Property and (b) a separate
statement of profit and loss for such Property as of the end of such quarter,
together with all supporting schedules. Such quarterly Property operating
statements, and all supporting schedules, shall set forth the profit and loss
for the applicable Property on a cash basis, except that rental revenue shall be
shown on an "as-billed" basis and real property taxes and casualty and public
liability insurance costs will be shown on an accrual basis.

     6.2   Certificates; Other Information. The Borrower shall furnish to the
           -------------------------------
Administrative Agent, with sufficient copies for each Bank:

                                       48
<PAGE>

           (a) concurrently with the delivery of the financial statements
     referred to in Sections 6.1.1 and 6.1.3, a Compliance Certificate executed
                    --------------     -----
     by a Responsible Officer;

           (b) promptly, copies of all financial statements and regular,
     periodical or special reports (including Forms 10K, 10Q and 8K) that the
     Borrower may make to, or file with, the SEC;

           (c) promptly, copies of all financial statements and reports that the
     Borrower sends to its shareholders generally;

           (d) promptly, such additional information regarding the Properties,
     or the business, financial or corporate affairs of the Borrower or any
     Subsidiary, as the Administrative Agent, at the request of any Bank, may
     from time to time reasonably request, provided that disclosure of such
     information is not restricted or prohibited by applicable Requirements of
     Law or Contractual Obligations; and

           (e) promptly following the date such payment would be delinquent,
     evidence of the Borrower's payment of property taxes owing with respect to
     any Property.

     6.3   Notices. The Borrower shall notify the Administrative Agent within
           -------
ten --(10) Business Days of a Senior Officer of the Borrower (or, if provided
below, a Responsible Officer of the Borrower) learning of any of the following:

           (a) the occurrence of any Default or Event of Default;

           (b) (i) any breach or non-performance of, or any default under, any
     Contractual Obligation of the Borrower that is likely to result in a
     Material Adverse Effect; and (ii) any dispute, litigation, investigation,
     proceeding or suspension that may exist at any time between the Borrower
     and any Governmental Authority that is likely to result in a Material
     Adverse Effect;

           (c) the commencement of, or any material development in, any
     litigation or proceeding (i) affecting the Borrower (A) in which the amount
     of damages claimed is $5,000,000 (or its equivalent in another currency or
     currencies) or more, (B) in which injunctive or similar relief is sought
     and which, if adversely determined, would reasonably be expected to have a
     Material Adverse Effect, or (C) in which the relief sought is an injunction
     or other stay of the performance of this Agreement, any other Loan Document
     or the Environmental Indemnity; or (ii) relating to any Property between
     the Borrower and (D) any Governmental Authority, (E) any Person having
     rights under or in connection with any covenants, conditions, restrictions,
     easements or rights-of-way affecting such Property, or (F) any tenant under
     a Material Lease of such Property, in each case under this clause (ii) the
                                                                -----------
     adverse determination of which might materially and adversely affect such
     Property;

                                       49
<PAGE>

           (d) upon, but in no event later than ten (10) days after, a Senior
     Officer's or a Responsible Officer's becoming aware of (i) any and all
     enforcement, cleanup, removal or other governmental or regulatory actions,
     instituted or threatened in writing against (A) the Borrower that involve
     potential liability in excess of $5,000,000 for any single action or
     $15,000,000 in the aggregate for all such actions, or (B) any of the
     Properties, pursuant to any applicable Environmental Laws, (ii) all other
     Environmental Claims against (C) the Borrower that involve potential
     liability in excess of $5,000,000 for any single Environmental Claim or
     $15,000,000 in the aggregate for all such Environmental Claims or (D) any
     Property, and (iii) any environmental or similar condition on any real
     property adjoining or in the vicinity of any Property that causes such
     Property or any part thereof to be subject to any restrictions on the
     ownership, occupancy, transferability or use of such Property under any
     Environmental Laws;

           (e) of any of the following events affecting the Borrower, together
     with a copy of any notice with respect to such event that may be required
     to be filed with a Governmental Authority and any notice delivered by a
     Governmental Authority to the Borrower with respect to such event:

               (i)  an ERISA Event;

               (ii) if any of the representations and warranties in Section 5.7
                                                                    -----------
           ceases to be true and correct;

               (iii)  the adoption of any new Pension Plan or other Plan subject
           to Section 412 of the Code;

               (iv) the adoption of any amendment to a Pension Plan or other
           Plan subject to Section 412 of the Code, if such amendment results in
           a material increase in contributions or unfunded pension liability;
           or

               (v) the commencement of contributions to any Pension Plan or
           other Plan subject to Section 412 of the Code; and

           (f) any trade name hereafter used by the Borrower and any change in
     the Borrower's principal place of business.

          Each notice under this Section shall be accompanied by a written
statement by a Senior Officer or a Responsible Officer setting forth details of
the occurrence referred to therein, and stating what action, if any, the
Borrower or any affected Subsidiary proposes to take with respect thereto and at
what time. Each notice under subsection 6.3 (a) shall describe with
particularity any and all clauses or provisions of this Agreement or other Loan
Document that have been breached or violated.

     6.4   Preservation of Corporate Existence, Etc. The Borrower shall:
           -----------------------------------------

                                       50
<PAGE>

           (a) preserve and maintain in full force and effect its corporate
     existence and good standing under the laws of its state or jurisdiction of
     incorporation;

           (b) preserve and maintain in full force and effect all governmental
     rights, privileges, qualifications, permits, licenses and franchises
     necessary for the normal conduct of its business, except to the extent that
     the failure to do so is not likely to cause a Material Adverse Effect; and

           (c) use reasonable efforts, in the ordinary course of business, to
     preserve its business organization and goodwill.

     6.5   Maintenance of Property. The Borrower shall maintain and preserve all
           -----------------------
its property which is used or useful in its business, including the Properties,
in good working order and condition, ordinary wear and tear excepted, and make
all necessary repairs thereto and renewals and replacements thereof except where
the failure to do so could not reasonably be expected to have a Material Adverse
Effect. The Borrower shall use the standard of care typical in the industry in
the operation and maintenance of its facilities.

     6.6   Insurance. In addition to insurance requirements set forth in the
           ---------
Collateral Documents, while any Obligation remains outstanding, the Borrower
shall maintain or cause to be maintained, with insurers reasonably approved by
the Administrative Agent and the Majority Banks, the following policies of
insurance with respect to each Property (except that the Borrower shall not be
required to maintain or cause to be maintained the insurance required under
clauses (a), (b), (d) and (e), below, with respect to any Property consisting
solely of Entitled Land, whether or not subject to a ground lease), in form and
substance reasonably satisfactory to the Administrative Agent and the Majority
Banks:

           (a) blanket fire and hazard "all risk" insurance covering 100% of the
     replacement cost of the improvements located on such Property in the event
     of fire, lightning, windstorm, vandalism, malicious mischief and all other
     risks normally covered by "all risk" coverage policies in the area where
     the Property is located (including loss by flood if the Property is in an
     area designated as subject to the danger of flood);

           (b) blanket (i.e., policies covering the Properties and other
     properties of the Borrower and its subsidiaries) earthquake insurance, to
     the extent maintained by the Borrower to cover improvements located on
     Properties outside California, and blanket earthquake insurance, with
     limits of at least $35,000,000 and with deductibles not in excess of 10% of
     the insured value of the improvements, covering Properties located within
     California (to the extent that such coverage and/or deductible is available
     at commercially reasonable rates);

           (c) blanket public liability and property damage insurance in amounts
     reasonably required by the Administrative Agent from time to time, and in
     no event less than $5,000,000 for "single occurrence";

                                       51
<PAGE>

           (d) such rental loss insurance as the Administrative Agent reasonably
     requires (including insurance against income loss during a period of
     restoration of at least six (6) months), which insurance coverage may be
     included in the policies described in subparagraphs (a) and/or (b), above;

           (e) workers' compensation insurance to the extent required by law in
     connection with any Property; and

           (f) all other insurance reasonably required by the Administrative
     Agent from time to time and customarily carried by owners of similar
     properties of comparable financial capability in the same general location
     as the applicable Property.

All such insurance shall provide that such policies shall not be canceled for
nonpayment of premium, without at least ten (10) days' prior written notice to
the Administrative Agent, or otherwise canceled, surrendered without replacement
or materially amended (which term shall include any reduction in the scope or
limits of coverage) without at least thirty (30) days' prior written notice to
the Administrative Agent. The policies required under subparagraphs (a), (b) and
(d) shall include a "lender's loss payable endorsement" (Form 438BFU) in form
and substance satisfactory to the Administrative Agent, assuring the
Administrative Agent that all proceeds shall be paid to Administrative Agent,
for the benefit of the Banks, as encumbrancer. BofA, as Administrative Agent, in
all cases for the benefit of the Banks, shall be an additional named insured in
the policies required under subparagraph (c). No such insurance (other than
earthquake insurance) shall include deductible amounts in excess of $100,000 to
which the Administrative Agent has not previously consented in writing.
Certificates of insurance for the above policies (and/or, with respect to
property insurance policies, certified copies of the original policies, if
required by the Administrative Agent) shall be delivered to the Administrative
Agent from time to time within ten (10) days following written demand. All
policies insuring against damage to the improvements located on any Property
shall contain an agreed value clause or equivalent coverage sufficient to
eliminate any risk of co-insurance. Prior to the expiration of any such policy,
the Borrower shall deliver to the Administrative Agent evidence of renewal or
replacement of such policy reasonably satisfactory to the Administrative Agent.

     6.7   Payment of Obligations. The Borrower shall pay and discharge prior to
           ----------------------
delinquency all of the following obligations and liabilities with respect to any
Property:

           (a) all tax liabilities, assessments and governmental charges or
     levies upon any Property; and

           (b) all other lawful claims which, if unpaid, would by law become a
     Lien upon any such Property;

and all other obligations and liabilities in excess of $10,000.00 with respect
to any Property. Notwithstanding the foregoing clauses (a) and (b), the Borrower
shall not be required to pay

                                       52
<PAGE>

any such claim, tax, assessment or governmental charge so long as (i) its
validity is being contested in good faith and by appropriate proceedings and
(ii) the Borrower has demonstrated to the Administrative Agent's reasonable
satisfaction that leaving such claim, tax, assessment or governmental charge
unpaid or unperformed pending the outcome of such proceedings could not, in the
Administrative Agent's reasonable judgment, result in the sale of any Property
to satisfy such claim, tax, assessment or governmental charge or otherwise
impair the Banks' interests under the Loan Documents; provided that, if at any
time the Administrative Agent reasonably determines that the requirements of
clause (ii) are not satisfied, the Administrative Agent may require the Borrower
to deliver to the Administrative Agent a bond or other Surety Instrument
reasonably satisfactory to the Administrative Agent in an amount not less than
150% of the applicable claim, tax, assessment or governmental charge as a
condition of the Borrower's continued right to contest such claim, tax,
assessment or governmental charge.

     6.8   Compliance with Laws. The Borrower shall comply with all Requirements
           --------------------
of Law of any Governmental Authority having jurisdiction over it or its business
(including the Federal Fair Labor Standards Act), except such (i) as may be
contested in good faith, (ii) as to which a bona fide dispute may exist, or
(iii) as to which failure to comply could not reasonably be expected to cause a
Material Adverse Effect.

     6.9   Inspection of Property and Books and Records. The Borrower shall
           --------------------------------------------
maintain proper books of record and account, in which fill, true and correct
entries in conformity with GAAP consistently applied shall be made of all
financial transactions and matters involving the assets and business of the
Borrower. Subject to the requirements of Section 10.8, the Borrower shall permit
                                         ------------
representatives and independent contractors of the Administrative Agent or any
Bank to visit and inspect any of the Properties, to examine its corporate,
financial and operating records, and make copies thereof or abstracts therefrom,
and to discuss its affairs, finances and accounts with its directors, officers,
agents and independent public accountants, all at such reasonable times during
normal business hours and as often as may be reasonably desired, upon reasonable
advance notice to the Borrower; provided, however, that when an Event of Default
exists, the Administrative Agent or any Bank may do any of the foregoing at the
expense of the Borrower at any time during normal business hours and without
advance notice. The Administrative Agent and the Banks, in conducting any
inspections of any Property, shall comply with reasonable restrictions on access
imposed by tenants under tenant leases.

     6.10  Environmental Laws.
           ------------------

           (a) The Borrower shall conduct its operations and keep and maintain
     its property in compliance with all Environmental Laws the failure to
     comply with which could reasonably be expected to cause a Material Adverse
     Effect.

           (b) Upon the written request of the Administrative Agent or any Bank,
     the Borrower shall submit to the Administrative Agent, at the Borrower's
     sole cost and expense, at reasonable intervals, a report prepared by the
     Borrower providing an

                                       53
<PAGE>

     update of the status of any environmental, health or safety compliance,
     hazard or liability issue identified in any notice or report required
     pursuant to subsection 6.3(d, that could, individually or in the
     aggregate, reasonably be expected to cause a Material Adverse Effect.

     6.11  Use of Proceeds. The Borrower shall use the proceeds of the Loans to
           ---------------
finance development and construction, to finance completed projects on an
interim basis, and for other general corporate purposes not in contravention of
any Requirement of Law or of any Loan Document.

     6.12  Further Assurances.
           ------------------

           (a) The Borrower shall use all reasonable efforts to ensure that all
     written information, exhibits and reports furnished by or through the
     Borrower to the Administrative Agent or the Banks do not and will not
     contain any untrue statement of a material fact and do not and will not
     omit to state any material fact or any fact necessary to make the
     statements contained therein not misleading in any material respect in
     light of the circumstances in which made, and will promptly disclose to the
     Administrative Agent and the Banks and correct any defect or error that may
     be discovered therein or in any Loan Document or in the execution,
     acknowledgment or recordation thereof.

           (b) Promptly upon request by the Administrative Agent or the Majority
     Banks, the Borrower shall do, execute, acknowledge, deliver, record, re-
     record, file, re-file, register and re-register, any and all such further
     acts, deeds, conveyances, security agreements, mortgages, assignments,
     estoppel certificates, financing statements and continuations thereof,
     termination statements, notices of assignment, transfers, certificates,
     assurances and other instruments as the Administrative Agent or such Banks,
     as the case may be, may reasonably require from time to time in order (i)
     to carry out more effectively the purposes of this Agreement or any other
     Loan Document, (ii) to subject to the Liens created by any of the
     Collateral Documents any of the properties, rights or interests intended to
     be covered by any of the Collateral Documents, (iii) to perfect and
     maintain the validity, effectiveness and priority of any of the Collateral
     Documents and the Liens intended to be created thereby, and (iv) to better
     assure, convey, grant, assign, transfer, preserve, protect and confine to
     the Administrative Agent and the Banks the rights granted or now or
     hereafter intended to be granted to the Banks under any Loan Document or
     under any other document executed in connection therewith; provided,
                                                                --------
     however, that nothing in this Section 6.12(b) shall require the Borrower to
                                   ---------------
     modify any of its rights or increase any of its obligations under this
     Agreement or any of the other Loan Documents.

     6.13  Copies of Leases. The Borrower shall deliver to the Administrative
           ----------------
Agent, within fourteen (14) days after the Administrative Agent's request, a
true and complete copy of any lease or other agreement pursuant to which any
Person has a right to occupy or use any portion of any Property (and all
amendments, modifications and supplements thereto).

                                       54
<PAGE>

     6.14  Debt Coverage. The Borrower shall maintain Debt Coverage of not less
           -------------
than (a) 1.20:1.0 at all times during the period prior to and including March
31, 1997, and (b) 1.30:1.0 at all times from and after April 1, 1997, evaluated
quarterly based on the most recent financial statements delivered to the
Administrative Agent pursuant to Section 6.1.

     6.15  Fixed Charge Coverage. The Borrower shall maintain Fixed Charge
           ---------------------
Coverage of not less than 1.30:1.0 at all times, evaluated quarterly based on
the most recent financial statements delivered to the Administrative Agent
pursuant to Section 6.1.

     6.16  Leverage. The Borrower shall maintain Leverage not greater than (a)
           --------
0.85: 1.0 at all times in the event that none of the Borrower's Series B
preferred stock outstanding on the date of this Agreement is exchanged for
subordinated debt; (b) 0.95: 1.0 at all times in the event that $75,000,000 of
the Borrower's Series B preferred stock outstanding on the date of this
Agreement is exchanged for subordinated debt; or (c) 1.00:1.0 at all times in
the event that $150,000,000 of the Borrower's Series B preferred stock
outstanding on the date of this Agreement is exchanged for subordinated debt,
evaluated quarterly based on the most recent financial statements delivered to
the Administrative Agent pursuant to Section 6.1.
                                     -----------

     6.17  Tangible Net Worth. The Borrower and its subsidiaries shall maintain
           ------------------
at all times Tangible Net Worth (evaluated quarterly based on the most recent
financial statements delivered to the Administrative Agent pursuant to Section
                                                                       -------
6.1) of not less than $373,260,553 (which amount reflects an aggregate payment
---
of $26,739,447 to redeem a portion of the Borrower's Series A Preferred Stock
prior to the date of this Agreement), plus fifty percent (50%) of the aggregate
                                      ----
net income of the Borrower, excluding the amount of dividends (whether or not
actually declared or paid) accrued on the Borrower's preferred stock, during the
period from and after the date of this Agreement, less the aggregate dollar
                                                  ----
amount of the Borrower's Series A preferred stock that is redeemed from time to
time after the date of this Agreement, less the aggregate dollar amount of the
                                       ----
Borrower's Series B preferred stock that is exchanged for subordinated debt from
time to time after the date of this Agreement, plus the aggregate dollar amount
                                               ----
of such subordinated debt exchanged for Borrower's Series B Preferred stock
after the date of this Agreement that is subsequently exchanged for the
Borrower's common equity from time to time, plus fifty percent (50%) of the
                                            ----
aggregate amount of equity that the Borrower issues from time to time after the
date of this Agreement.


                                   ARTICLE 7.

                               NEGATIVE COVENANTS
                               ------------------

          So long as any Bank shall have any Commitment hereunder, or any Loan
or other Obligation shall remain unpaid or unsatisfied, unless the
Administrative Agent, on behalf of the Majority Banks, waives compliance or
otherwise consents in writing:

     7.1   Limitation on Liens. The Borrower shall not, directly or indirectly,
           -------------------
make, create, incur, assume or suffer to exist any Lien upon or with respect to
any part of any

                                       55
<PAGE>

Property, or any personal property encumbered from time to time by a Deed of
Trust, whether now owned or hereafter acquired, other than the following
("Permitted Liens"):

           (a) any Lien created under any Loan Document;

           (b) Liens for taxes, fees, assessments or other governmental charges
     which are not delinquent, or remain payable without penalty, or to the
     extent that non-payment thereof is permitted by Section 6.7, provided that
                                                     -----------
     no notice of lien has been filed or recorded under the Code;

           (c) carriers', warehousemen's, mechanics', landlords', materialmen's,
     repairmen's or other similar Liens arising in the ordinary course of
     business which are not delinquent, or remain payable without penalty, or
     which are being contested in good faith and by appropriate proceedings,
     which proceedings have the effect of preventing the forfeiture or sale of
     the property subject thereto; and

           (d) easements, rights-of-way, covenants, conditions and restrictions
     and other similar encumbrances incurred in the ordinary course of business
     which, in the aggregate, do not materially reduce the value of the Property
     subject thereto or interfere with the ordinary conduct of the Borrower's
     business; and upon the Borrower's written request, the Administrative Agent
     shall cause the Lien of the applicable Deed of Trust to be subordinated to
     any such easement, right-of-way, covenant, condition and restriction and
     other similar encumbrance that does not materially and adversely affect the
     value of the Property subject thereto.

     7.2   Lease of a Property. The Borrower shall not enter into any ground
           -------------------
lease of any Property, or enter into any lease of any space in any improvements
located on a Property that contains any of the following provisions if such
provision is not, by its terms, expressly subordinate to the lien of all deeds
of trust encumbering such Properly or approved by the Majority Banks as
hereinafter provided: (a) an option to purchase the Property on which the leased
premises are located, (b) a right of first refusal to purchase the Property on
which the leased premises are located, (c) a right on the part of the tenant to
self-insure, unless the tenant is a Fortune 500 Company, (d) an option to lease
space not located on the Property on which the leased premises are located, (e)
any agreement to extend or terminate the term of such Material Lease based on an
extension or termination of another lease of space not located on the Property
in which the leased premises are located, (f) an agreement by the lessor to
construct improvements for the tenant (other than (i) build-to-suit improvements
constructed on Entitled Land or (ii) ordinary tenant improvements to the leased
space located on the Property), or (g) any other provision that imposes a
financial obligation on the lessor's successor that is outside the scope of the
ordinary obligations of a passive lessor real property (but excluding
obligations to construct (i) build-to-suit improvements on Entitled Land or (ii)
ordinary tenant improvements to the leased space located on a Property). The
Borrower may enter into any lease (including any "build-to-suit" lease) that is
not prohibited by this Section 7.2 without the prior consent of the
                       -----------
Administrative Agent or the Banks. The Borrower may at any time and from time to
time submit to the Administrative Agent a lease

                                       56
<PAGE>

that includes one or more of the foregoing provisions for approval of such
provision(s) by the Majority Banks. The Administrative Agent shall notify the
Borrower within fifteen (15) Business Days after the Administrative Agent's
receipt of such lease as to whether the Majority Banks approve or disapprove of
such lease provision(s), and upon the Administrative Agent's failure to respond
within such fifteen (15) Business Day period, the Borrower shall give a second
notice to the Administrative Agent and all of the Banks requesting approval or
disapproval of such lease provision(s), and the Administrative Agent's failure
to respond within ten (10) Business Days after receipt of such second notice
shall be deemed approval of such lease provision(s) by the Majority Banks. The
Banks agree not to unreasonably withhold their consent to any such lease
provision(s) (which the Banks may evaluate, for such purposes, in the context of
both the specific Property affected by such lease and all of the Properties
considered as a portfolio). Concurrently with its execution of a Material Lease
of any Property, the Borrower shall deliver to the Administrative Agent a copy
of such signed Material Lease, together with an estoppel certificate in the form
of Exhibit H signed by the tenant under such Material Lease. The Administrative
   ---------
Agent shall enter into a nondisturbance and attornment agreement, in form and
substance reasonably satisfactory to the Administrative Agent, with the tenant
under each Material Lease.

     7.3   Consolidations and Mergers. The Borrower shall not merge, consolidate
           --------------------------
with or into, or convey, transfer, lease or otherwise dispose of (whether in one
transaction or in a series of transactions) all or substantially all of its
assets (whether now owned or hereafter acquired) to or in favor of any Person,
except that the Borrower may merge with another Person provided that (i) the
Borrower is the continuing or surviving corporation and (ii) such merger does
not cause a Material Adverse Effect.

     7.4   Limitation on Subordinated Indebtedness. The Borrower shall not
           ---------------------------------------
create or issue any subordinated bonds, debentures or other similar instruments
except (a) any subordinated Indebtedness existing on the Closing Date; and (b)
subordinated Indebtedness incurred in connection with the conversion of the
Borrower's Series B preferred stock pursuant to conversion options existing on
the Closing Date.

     7.5   Limitation on Preferred Shares. The Borrower shall not issue or
           ------------------------------
suffer to exist any preferred shares, except preferred shares issued prior to
the Closing Date.

     7.6   Transactions with Affiliates. The Borrower shall not enter into any
           ----------------------------
transaction with any Affiliate of the Borrower that could reasonably be expected
to cause a Material Adverse Effect.

     7.7   Use of Proceeds. The Borrower shall not use any portion of the Loan
           ---------------
proceeds, directly or indirectly, (a) to purchase or carry Margin Stock, (b) to
repay or otherwise refinance indebtedness of the Borrower or others incurred to
purchase or carry Margin Stock, (c) to extend credit for the purpose of
purchasing or carrying any Margin Stock, or (d) to acquire any security in any
transaction that is subject to Section 13 or 14 of the Exchange Act.

                                       57
<PAGE>

     7.8   Change in Business. The Borrower shall not (a) engage in any material
           ------------------
line of business substantially different from those lines of business carried on
by the Borrower on the date hereof (provided, however, that this Section 7.8
                                                                 -----------
shall not prohibit the Borrower from engaging in any line of business so long as
the Borrower's primary business focus remains real estate related), or (b)
change the primary use to which any Operating Property is devoted.

     7.9   Accounting Changes. The Borrower shall not make any significant
           ------------------
change in its accounting treatment or reporting practices, except as required or
permitted by GAAP.

     7.10  Lease Amendments. The Borrower shall not amend or modify any lease of
           ----------------
any Property to include a provision that would require the consent of the
Majority Banks pursuant to Section 7.2.
                           -----------

     7.11  Leasing or Management Office. The Borrower shall not use more than
           ----------------------------
5,000 square feet of any Property for management or leasing offices for such
Property and other properties owned by the Borrower, and except for up to 22,000
square feet of space in the Anaheim Office Property, shall not use any portion
of any Property for general corporate offices.

     7.12  Management Agreements. The Borrower shall not enter into any
           ---------------------
agreement, written or oral, providing for the management, leasing or operation
of any portion of any Property unless such agreement is made fully subject and
subordinate to the Lien of the applicable Deed of Trust.


                                   ARTICLE 8.

                               EVENTS OF DEFAULT
                               -----------------

     8.1   Event of Default. Each of the following shall constitute an "Event of
           ----------------
Default":

           (a) Non-Payment. The Borrower fails to pay (i) any amount of
               -----------
     principal of, or interest on, any Loan on the Maturity Date; or (ii) when
     and as required to be paid herein (other than on the Maturity Date), any
     amount of principal of, or interest on, any Loan, and such failure is not
     cured within three (3) Business Days after the date upon which written
     notice thereof is given to the Borrower by the Administrative Agent; or
     (iii) any amount owing to the Administrative Agent or the Banks under any
     Loan Document (other than payments described in clauses (i) or (ii),
     above), within ten (10) days after receipt of written notice; or

           (b) Representation or Warranty. Any representation or warranty by the
               --------------------------
     Borrower made or deemed made herein, in any other Loan Document, or which
     is contained in any certificate, document or financial or other statement
     by the Borrower

                                       58
<PAGE>

     or any Responsible Officer, furnished at any time under this Agreement, or
     in or under any other Loan Document, is incorrect in any material respect
     on or as of the date made or deemed made; or

           (c) Certain Specific Defaults. The Borrower fails to perform or
               -------------------------
     observe any term, covenant or agreement contained in any of Sections 6.3,
                                                                 -------------
     6.6, 6.9, 6.14, 6.15, 6.16 or 6.17 or in Article 7 (other than Section
     ----------------------------------       ---------             -------
     7.1), or the Borrower voluntarily creates any Lien on any Properly in
     violation of Section 7.1; or
                  -----------

           (d) Other Specific Defaults. The Borrower fails to perform or
               -----------------------
     observe any term, covenant or agreement contained in any of Sections 6.1
                                                                 ------------
     or 6.2, and such default shall continue unremedied for a period of five (5)
        ---
     days after the date upon which written notice thereof is given to the
     Borrower by the Administrative Agent;

           (e) Other Defaults. The Borrower fails to perform or observe any
               --------------
     other term or covenant contained in this Agreement or any other Loan
     Document (other than obligations described in subparagraphs (a), (b), (c)
     and (d), above), and such default shall continue unremedied for a period of
     thirty (30) days after the date upon which written notice thereof is given
     to the Borrower by the Administrative Agent; provided that, if cure cannot
                                                  --------
     reasonably be effected within such 30-day period, such failure shall not be
     an Event of Default so long as the Borrower promptly commences cure (in any
     event, within ten (10) days after receipt of such notice), thereafter
     diligently prosecutes such cure to completion, and completes such cure
     within ninety (90) days after receipt of such notice; or

           (f) Insolvency; Voluntary Proceedings. The Borrower (i) ceases or
               ---------------------------------
     fails to be Solvent, or generally fails to pay, or admits in writing its
     inability to pay, its debts as they become due, subject to applicable grace
     periods, if any, whether at stated maturity or otherwise; (ii) voluntarily
     ceases to conduct its business in the ordinary course for more than ten
     (10) Business Days; (iii) commences any Insolvency Proceeding with respect
     to itself; or (iv) takes any action to effectuate or authorize any of the
     foregoing; or

           (g) Involuntary Proceedings. (i) Any involuntary Insolvency
               -----------------------
     Proceeding is commenced or filed against the Borrower, or any writ,
     judgment, warrant of attachment, execution or similar process, is issued or
     levied against a substantial part of the Borrower's properties, and any
     such proceeding or petition shall not be dismissed, or such writ, judgment,
     warrant of attachment, execution or similar process shall not be released,
     vacated or fully bonded within ninety (90) days after commencement, filing
     or levy; (ii) the Borrower admits the material allegations of a petition
     against it in any Insolvency Proceeding, or an order for relief (or similar
     order under non-U.S. law) is entered against the Borrower in any Insolvency
     Proceeding; or (iii) the Borrower acquiesces in the appointment of a
     receiver, trustee, custodian, conservator, liquidator, mortgagee in
     possession (or agent therefor), or other similar Person for itself or a
     substantial portion of its property or business; or

                                       59
<PAGE>

           (h) Monetary Judgments. One or more non-interlocutory judgments, non-
               ------------------
     interlocutory orders, decrees or arbitration awards is entered against the
     Borrower involving in the aggregate a liability (to the extent not covered
     by independent third-party insurance as to which the insurer does not
     dispute coverage) as to any single or related series of transactions,
     incidents or conditions, of $25,000,000.00 or more, and the same shall
     remain unsatisfied, unvacated and unstayed pending appeal for a period of
     sixty (60) days after the entry thereof; or

           (i) Non-Monetary Judgments. Any non-monetary judgment, order or
               ----------------------
     decree is entered against the Borrower which does or would reasonably be
     expected to have a Material Adverse Effect, and there shall be any period
     of sixty (60) consecutive days during which a stay of enforcement of such
     judgment or order, by reason of a pending appeal or otherwise, shall not be
     in effect; or

           (j) Adverse Change. There occurs a Material Adverse Effect.
               --------------

     8.2   Remedies. After the occurrence and during the continuance of any
           --------
Event of Default, the Administrative Agent shall, at the request of, or may,
with the consent of, the Majority Banks,

           (a) declare the commitment of each Bank to make Loans to be
     terminated, whereupon such commitments shall be terminated; provided,
     however, that the Administrative Agent and the Banks shall continue to
     honor any outstanding Letter of Credit;

           (b) declare the unpaid principal amount of all outstanding Loans, all
     interest accrued and unpaid thereon, and all other amounts owing or payable
     hereunder or under any other Loan Document to be immediately due and
     payable, without presentment, demand, protest or other notice of any kind,
     all of which are hereby expressly waived by the Borrower;

           (c) require that the Borrower deposit with the Administrative Agent,
     for the benefit of the Banks, on demand and as cash security for the
     Borrower's obligations under the Loan Documents, an amount equal to the
     aggregate undrawn amount of all then-outstanding Letters of Credit (and the
     Borrower hereby grants to the Administrative Agent, as administrative agent
     for the Banks, a security interest in any such amount deposited with the
     Administrative Agent, all earnings thereon and all proceeds thereof, and as
     to such amounts the Administrative Agent shall have the rights and remedies
     of a secured party under the California UCC); provided, however, that upon
                                                   --------
     the occurrence of any event specified in subsection (f) or (g) of Section
                                                                       -------
     8.1 (in the case of clause (i) of subsection (g) upon the expiration of the
     ---
     90-day period mentioned therein) such amounts shall automatically become
     due and payable without further act of the Administrative Agent or any
     Bank; and

                                       60
<PAGE>

           (d) exercise on behalf of itself and the Banks all rights and
     remedies available to it and the Banks under the Loan Documents or
     applicable law;

provided, however, that upon the occurrence of any event specified in subsection
--------  -------
(f) or (g) of Section 8.1 (in the case of clause (i) of subsection (g) upon the
              -----------
expiration of the 90-day period mentioned therein), the obligation of each Bank
to make Loans and the obligation of BofA to issue Letters of Credit shall
automatically terminate and the unpaid principal amount of all outstanding Loans
and all interest and other amounts as aforesaid shall automatically become due
and payable without further act of the Administrative Agent or any Bank.

     8.3   Rights Not Exclusive. The rights provided for in this Agreement and
           --------------------
the other Loan Documents are cumulative and are not exclusive of any other
rights, powers, privileges or remedies provided by law or in equity, or under
any other instrument, document or agreement now existing or hereafter arising.


                                   ARTICLE 9.

                            THE ADMINISTRATIVE AGENT
                            ------------------------

     9.1   Appointment and Authorization. Each Bank hereby irrevocably appoints,
           -----------------------------
designates and authorizes the Administrative Agent to take such action on its
behalf under the provisions of this Agreement, each other Loan Document and the
Environmental Indemnity, and to exercise such powers and perform such duties as
are expressly delegated to it by the terms of this Agreement, any other Loan
Document or the Environmental Indemnity, together with such powers as are
reasonably incidental thereto and as further provided in the Co-Lender Agreement
described below.

     9.2   The Administrative Agent's Powers. Subject to the limitations set
           ---------------------------------
forth in the Loan Documents, the Environmental Indemnity and the Co-Lender
Agreement, the Administrative Agent's powers include, but are not limited to,
the power: (i) to administer, manage and service the Loans; (ii) to enforce the
Loan Documents and/or the Environmental Indemnity; (iii) to make all decisions
under the Loan Documents or the Environmental Indemnity in connection with the
day-to-day administration of the Loans, any inspections required by the Loan
Documents or the Environmental Indemnity, and other routine administration and
servicing matters; (iv) to collect and receive from the Borrower or any third
persons all payments of amounts due under the terms of the Loan Documents or the
Environmental Indemnity and to distribute the amounts thereof to the Banks; (v)
to collect and distribute or disburse all other amounts due under the Loan
Documents or the Environmental Indemnity, (vi) to grant or withhold consents,
approvals or waivers, and to make any other determinations in connection with
the Loan Documents or the Environmental Indemnity, and (vii) to exercise all
such powers as are incidental to any of the foregoing matters. The
Administrative Agent shall furnish to Banks copies of material documents,
including confidential ones, received from the Borrower regarding the Loans, the
Loan Documents, the Environmental Indemnity, the Collateral, any proposed new
Collateral and

                                       61
<PAGE>

the transactions contemplated hereby and thereby. The Administrative Agent shall
have no responsibility with respect to the authenticity, validity, accuracy or
completeness of the information provided.

     9.3   Limitation on the Administrative Agent's Duties. Notwithstanding any
           -----------------------------------------------
contrary provision of any Loan Document or the Environmental Indemnity, the
Administrative Agent shall not have any duties or responsibilities except those
expressly set forth in the Loan Documents, the Environmental Indemnity or the
Co-Lender Agreement, nor shall the Administrative Agent have any fiduciary
relationship with any Bank, and no implied covenants, responsibilities, duties,
obligations or liabilities shall be read into this Agreement, any other Loan
Document, the Environmental Indemnity or the Co-Lender Agreement against the
Administrative Agent.

     9.4   Acknowledgment of the Co-Lender Agreement. The Borrower acknowledges
           -----------------------------------------
that the Banks have executed a Co-Lender Agreement to supplement the Loan
Documents with respect to the relationship of the Banks and the Administrative
Agent among themselves in connection with the Loans. The Co-Lender Agreement is
not a Loan Document.

     9.5   Documentation Agent and Co-Agents. None of the Banks identified on
           ---------------------------------
the face page or the signature pages of this Agreement as a "Documentation
Agent" or a "Co-Agent" shall have any right, power, obligation, liability,
responsibility or duty under this Agreement or the other Loan Documents other
than those applicable to all Banks as such.

     9.6   Successor Administrative Agent, Documentation Agent and Co-Agents.
           -----------------------------------------------------------------
The Administrative Agent, the Documentation Agent or any Co-Agent may, and at
the request of the Majority Banks shall, resign as Administrative Agent,
Documentation Agent or Co-Agent, as the case may be, upon thirty (30) days'
notice to the Banks. If the Administrative Agent resigns under this Agreement,
the Majority Banks shall appoint from among the Banks a successor administrative
agent. If no successor administrative agent is appointed prior to the effective
date of the resignation of the Administrative Agent, the Administrative Agent
may appoint, after consulting with the Banks, a successor administrative agent
from among the Banks. Any successor administrative agent shall be enticed to any
fee payable by the Borrower to BofA, in its capacity as Administrative Agent,
from and after the date on which such successor administrative agent is
appointed. If the Documentation Agent or a Co-Agent resigns under this
Agreement, the Administrative Agent shall elect either (a) to assume the rights
and obligations, if any, of such Documentation Agent or Co-Agent, as applicable,
and thereupon all references to such Documentation Agent or Co-Agent, as
applicable, shall be deemed references to the Administrative Agent, or (b) to
appoint a successor Documentation Agent or Co-Agent, as applicable, from among
the Banks. Upon its acceptance of the appointment as successor administrative
agent, documentation agent or co-agent hereunder, as the case may be, such
successor shall succeed to all of the rights, powers and duties of the retiring
Administrative Agent, Documentation Agent or Co-Agent, as the case may be, the
term "Administrative Agent," "Documentation Agent" or "Co-Agent", as the case
may be, shall mean such successor, and the appointment,

                                       62
<PAGE>

powers and duties of such retiring Administrative Agent, Documentation Agent or
Co-Agent, as the case may be, shall terminate. After any retiring Administrative
Agent's resignation hereunder as Administrative Agent, the provisions of the
Loan Documents or the Environmental Indemnity regarding payment of costs and
expenses and indemnification of the Administrative Agent shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was the
Administrative Agent under this Agreement. If no successor administrative agent
has accepted appointment as Administrative Agent by the date which is thirty
(30) days following a retiring Administrative Agent's notice of resignation, the
retiring Administrative Agent's resignation shall nevertheless thereupon become
effective, and the Banks shall perform all of the duties of the Administrative
Agent hereunder until such time, if any, as the Majority Banks appoint a
successor administrative agent in the manner set forth above. Upon replacement
of the Administrative Agent as provided in this Agreement, the former
Administrative Agent shall promptly deliver to the new Administrative Agent an
assignment of all beneficial interest in any Deed of Trust and any other
Collateral Documents (if before acquisition of title to the Collateral
encumbered thereby), or a quitclaim deed to and assignment of any such property
(if after acquisition of title to the Collateral encumbered thereby) and copies
of any books, records and documents related to the Loans and the Collateral to
which the Banks are entitled and which is then in the former Administrative
Agent's possession.


                                  ARTICLE 10.

                                 MISCELLANEOUS
                                 -------------

     10.1  Amendments and Waivers. No amendment or waiver of any provision of
           ----------------------
this Agreement or any other Loan Document, and no consent with respect to any
departure by the Borrower therefrom, shall be effective unless the same shall be
in writing and signed by the Majority Banks (or by the Administrative Agent at
the written request of the Majority Banks) and the Borrower and acknowledged by
the Administrative Agent, and then any such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given;

provided, however, that no such waiver, amendment or consent shall, unless in
--------
writing and signed by all the Banks and the Borrower and acknowledged by the
Administrative Agent, do any of the following:

           (a) increase, decrease or extend the Commitment of any Bank (or
     reinstate any Commitment terminated pursuant to Section 8.2), or subject
                                                     -----------
     any Bank to any additional obligation; or

           (b) postpone or delay any date fixed by this Agreement or any other
     Loan Document for any payment of principal interest, fees or other amounts
     due to the Banks (or any of them) hereunder or under any other Loan
     Document; or

                                       63
<PAGE>

           (c) reduce the principal of, or the rate of interest specified herein
     on any Loan, or any fees or other amounts payable hereunder or under any
     other Loan Document; or

           (d) change the percentage of the Commitments or of the aggregate
     unpaid principal amount of the Loans which is required for the Banks or any
     of them to take any action hereunder; or

           (e) amend this Section 10.1, Section 8.1 or any other provision of
                          ------------  -----------
     any Loan Document relating to an Event of Default, Section 2.13, or any
                                                        ------------
     provision of any Loan Document providing for consent or other action by all
     Banks; or

           (f) release any material portion of the Collateral except as
     otherwise may be provided in this Agreement or in the Collateral Documents
     or except where the consent of the Majority Banks only is specifically
     provided for;

     and, provided further that (i) no amendment, waiver or consent shall,
          -------- -------
     unless in writing and signed by the Administrative Agent in addition to the
     Majority Banks or all the Banks, as the case may be, affect the rights or
     duties of the Administrative Agent under this Agreement, any other Loan
     Document or the Environmental Indemnity, and (ii) the Fee Letters may be
     amended, or rights or privileges thereunder waived, in a writing executed
     by the parties thereto.

     10.2  Notices.
           -------

          10.2.1  All notices, requests and other communications shall be in
writing (including, unless the context expressly otherwise provides, by
facsimile transmission, provided that any matter transmitted by the Borrower by
facsimile (i) shall be immediately confirmed by a telephone call to the
recipient at the number specified on Schedule 10.2,  and (ii) shall be followed
                                     -------------
promptly by delivery of a hard copy original thereof) and mailed, faxed or
delivered, to the address or facsimile number specified for notices on Schedule
                                                                       --------
10.2; or, as directed to the Borrower or the Administrative Agent,to such other
----
address as shall be designated by such party in a written notice to the other
parties, and as directed to any other party, at such other address as shall be
designated by such party in a written notice to the Borrower and the
Administrative Agent.

          10.2.2  All such notices, requests and communications shall, when
transmitted by overnight delivery, or faxed, be effective when delivered for
overnight (next-day) delivery, or transmitted in legible form by facsimile
machine, respectively, or if mailed, upon the third Business Day after the date
deposited into the U.S. mail, or if delivered, upon delivery; except that
notices pursuant to Article 2 or Article 9 shall not be effective until actually
                    ---------    ---------
received by the Administrative Agent.

          10.2.3  Any agreement of the Administrative Agent and the Banks herein
to receive certain notices by telephone or facsimile is solely for the
convenience and at

                                       64
<PAGE>

the request of the Borrower.  The Administrative Agent and the Banks shall be
entitled to rely on the authority of any Person purporting to be a Person
authorized by the Borrower to give such notice, and the Administrative Agent and
the Banks shall not have any liability to the Borrower or other Person on
account of any action taken or not taken by the Administrative Agent or the
Banks in reliance upon such telephonic or facsimile notice.  The Borrower's
obligation to repay the Loans shall not be affected in any way or to any extent
by any failure by the Administrative Agent or the Banks to receive written
confirmation of any telephonic or facsimile notice or the receipt by the
Administrative Agent or the Banks of a confirmation which is at variance with
the terms understood by the Administrative Agent or the Banks to be contained in
the telephonic or facsimile notice.

     10.3  No Waiver; Cumulative Remedies. No failure or delay by the
           ------------------------------
Administrative Agent or any Bank in exercising any right, remedy, power or
privilege hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any right, remedy, power or privilege hereunder preclude any
other or further exercise thereof or the exercise of any other right, remedy,
power or privilege.

     10.4  Costs and Expenses. The Borrower shall:
           ------------------

           (a) whether or not the transactions contemplated hereby are
     consummated, pay or reimburse BofA (including in its capacity as the
     Administrative Agent) within ten (10) days after demand (subject to Section
                                                                         -------
     4.1.5) for all reasonable costs and expenses incurred by BofA (including in
     -----
     its capacity as the Administrative Agent) in connection with the
     development, preparation, delivery and execution of, and any amendment,
     supplement, waiver or modification to (in each case, whether or not
     consummated), this Agreement, any Loan Document and any other documents
     prepared in connection herewith or therewith, and the consummation of the
     transactions contemplated hereby and thereby, including Attorney Costs
     incurred by BofA (including in its capacity as the Administrative Agent)
     with respect thereto; and

           (b) pay or reimburse the Administrative Agent, and each Bank within
     ten (10) days after demand (subject to Section 4.1.5) for all costs and
                                                    -----
     expenses (including Attorney Costs) incurred by them in connection with the
     enforcement, attempted enforcement, or preservation of any rights or
     remedies under this Agreement or any other Loan Document during the
     existence of an Event of Default or after acceleration of the Loans
     (including in connection with any "workout" or restructuring regarding the
     Loans, and including in any Insolvency Proceeding or appellate proceeding);
     and

           (c) pay or reimburse BofA (including in its capacity as the
     Administrative Agent) or any successor administrative agent (including in
     its capacity as the Administrative Agent) within five (5) Business Days
     after demand (subject to Section 4.1.5) for all appraisal (including the
                              -------------
     reasonable allocated cost of internal appraisal services), audit,
     environmental inspection and review (including the allocated cost of such
     internal services), search and filing costs, fees and expenses, incurred or

                                       65
<PAGE>

     sustained by BofA (including in its capacity as the Administrative Agent)
     in connection with the matters referred to under subsections (a) and (b) of
     this Section.

     10.5  Indemnity.
           ---------

          10.5.1  Whether or not the transactions contemplated hereby are
consummated, the Borrower shall indemnify, defend and hold the Agent-Related
Persons, and each Bank and each of its respective officers, directors,
employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person")
                                                            ------------------
harmless from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, charges, expenses or disbursements
(including Attorney Costs) of any kind or nature whatsoever that may at any time
(including at any time following repayment of the Loans or following the
termination, resignation or replacement of the Administrative Agent or the
replacement of any Bank) be imposed on, incurred by or asserted against any such
Indemnified Person and that in any way relates to or arises out of (a) this
Agreement or any document contemplated by or referred to herein, (b) the
transactions contemplated hereby, or (c) any action taken or omitted by any such
Indemnified Person under or in connection with any of the foregoing, including
with respect to any investigation, litigation or proceeding (including any
Insolvency Proceeding or appellate proceeding) related to or arising out of this
Agreement or the Loans or the use of the proceeds thereof, whether or not any
Indemnified Person is a party thereto (all the foregoing, collectively, the
"Indemnified Liabilities") provided, that the Borrower shall have no obligation
------------------------   --------
hereunder to any Indemnified Person with respect to Indemnified Liabilities
resulting solely from (i) the gross negligence or willful misconduct of such
Indemnified Person, (ii) any breach or this Agreement or any other Loan Document
by such Indemnified Person, or (iii) any event or condition relating to a
Property that occurs after such Indemnified Person takes title to such Property.
The agreements in this Section shall survive payment of all other Obligations,
and the termination of all obligations of the Banks to the Borrower under the
Loan Documents.

          10.5.2  The Borrower shall defend each such Indemnified Person using
legal counsel reasonably satisfactory to such Indemnified Person, at the sole
cost and expense of the Borrower. All amounts owing under this Section 10.5
                                                               ------------
shall be paid within thirty (30) days after demand.

          10.5.3  Each Indemnified Person shall use reasonable efforts to notify
the Borrower promptly of any Indemnified Liabilities; provided, however, that an
                                                      --------
Indemnified Person's failure to notify the Borrower shall not affect the
Borrower's obligations under this Section 10.5 except to the extent that the
                                  ------------
Borrower is materially prejudiced thereby. Upon demand by any Indemnified
Person, the Borrower shall defend any investigation, action or proceeding
involving any Indemnified Liabilities which is brought or commenced against any
Indemnified Person, whether alone or together with the Borrower or any other
person, all at the Borrower's own cost and by counsel to be approved by the
Indemnified Person in the exercise of its reasonable judgment. Such Indemnified
Person may participate in and direct such defense, and such Indemnified Person
shall cooperate with the Borrower in all reasonable respects in connection with
such proceeding. Subject to the

                                       66
<PAGE>

limitations set forth in this Section 10.5.3, each Indemnified Person may elect
                              --------------
to defend itself, at the Borrower's cost, in connection with any such
investigation, action or proceeding, and the Borrower shall have no right to
participate in or direct any such defense. No Indemnified Person shall settle
any such proceeding unless such Indemnified Person has, except in case of
emergency, given the Borrower ten (10) days' prior written notice of such
settlement; provided, however, that nothing contained herein shall require any
            --------
Indemnified Person to obtain the Borrower's consent to any such settlement in
order to enter into such settlement or to enforce the indemnity set forth in
this Section 10.5. In connection with any investigation, action or proceeding
     ------------
covered by this Section 10.5 against more than one Indemnified Person, all such
                ------------
Indemnified Persons shall be represented by the same legal counsel selected by
the Indemnified Persons; provided, however, that if such legal counsel
                         --------
determines in good faith that representing all such Indemnified Persons would or
could result in a conflict of interest under laws or ethical principles
applicable to such legal counsel, or that a defense or counterclaim is available
to an Indemnified Person that is not available to all such Indemnified Persons,
then to the extent reasonably necessary to avoid such a conflict of interest or
to permit unqualified assertion of such a defense or counterclaim, each
Indemnified Person shall be entitled to separate representation by legal counsel
selected by that Indemnified Person.

     10.6  Assignments, Participations, etc.
           ---------------------------------

          10.6.1  Any Bank may, with the written consent of the Borrower (except
during the existence of an Event of Default, when the Borrower's consent is not
required) and the Administrative Agent, which consents shall not be unreasonably
withheld or delayed, at any time assign and delegate to one or more Eligible
Assignees (each an "Assignee") all, or any ratable part of all, of the Loans,
                    --------
the Commitment and the other rights and obligations of such Bank under the Loan
Documents and the Environmental Indemnity, in a minimum amount of $20,000,000.00
and integral multiples of $1,000,000.00 in excess thereof; provided, however,
that BofA shall retain for its own account not less than $50,000,000.00 of such
Loans, Commitment and other rights and obligations; provided further, however,
that if a Bank other than BofA assigns less than all of its Loans, Commitment
and other rights and obligations to an Assignee, such Bank shall retain for its
own account not less than $25,000,000.00 of such Loans, Commitments and other
rights and obligations; and provided further, however, that the Borrower and the
                            ----------------
Administrative Agent may continue to deal solely and directly with the assigning
Bank in connection with the interest so assigned to an Assignee until (i) the
assigning Bank and Assignee shall have delivered to the Borrower and the
Administrative Agent written notice of such assignment, together with payment
instructions, addresses and related information with respect to the Assignee;
(ii) the assigning Bank and its Assignee shall have delivered to the Borrower
and the Administrative Agent an Assignment and Acceptance in the form of Exhibit
                                                                         -------
E (an "Assignment and Acceptance"); and (iii) the assigning Bank or Assignee has
-      -------------------------
paid to the Administrative Agent a processing fee in the amount of $5,000.00.

          10.6.2  From and after the date on which the conditions set forth in
Section 10.6.1 are met and the Administrative Agent notifies the assigning Bank
--------------
that it has

                                       67
<PAGE>

received (and provided its consent with respect to) an executed Assignment and
Acceptance and payment of the above-referenced processing fee, (i) the Assignee
thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and
Acceptance, shall have the rights and obligations of a Bank under the Loan
Documents and the Environmental Indemnity, and (ii) the assigning Bank shall, to
the extent that it has assigned its rights and obligations under this Agreement
and the other Loan Documents pursuant to such Assignment and Acceptance,
relinquish its rights and (so long as the Assignee is not an Affiliate or a
Subsidiary of the assigning Bank or of a Person of which the assigning Bank is
an Affiliate or a Subsidiary) be released from its obligations under the Loan
Documents.

          10.6.3  Within five (5) Business Days after its receipt of notice by
the Administrative Agent that the Administrative Agent has received an executed
Assignment and Acceptance and payment of the processing fee, and provided that
it consents to such assignment in accordance with Section 10.6.1, the Borrower
                                                  --------------
shall execute and deliver to the Administrative Agent, new Notes evidencing such
Assignee's assigned Loans and Commitment and, if the assigning Bank has retained
a portion of its Loans and its Commitment, replacement Notes in the principal
amount of the Loans retained by the assigning Bank (such Notes to be in exchange
for, but not in payment of, the Notes held by such Bank). Immediately upon the
Administrative Agent's receipt of the executed Assignment and Acceptance and the
processing fee, this Agreement shall be deemed to be amended to the extent, but
only to the extent, necessary to reflect the addition of the Assignee and the
resulting adjustment of the Commitments arising therefrom. The Commitment
allocated to each Assignee shall reduce the Commitment of the assigning Bank pro
                                                                             ---
tanto.
-----

          10.6.4  Any Bank may, at any time, sell to one or more commercial
banks or other Persons that are not Affiliates of the Borrower (each a
"Participant") participation interests in any Loans, the Commitment of that Bank
------------
and the other interests of that Bank (the "originating Bank") under this
Agreement and the other Loan Documents; provided, however, that (i) the amount
                                        --------  -------
of any such participation interest shall be not less than $20,000,000.00 and
shall be in integral multiples of $1,000,000.00 in excess thereof, (ii) the
originating Bank shall retain for its own account not less than $25,000,000.00
of the Loans, the Commitment and the other interests of such originating Bank
under this Agreement and the other Loan Documents, (iii) the originating Bank's
obligations under this Agreement shall remain unchanged, (iv) the originating
Bank shall remain solely responsible for the performance of such obligations,
(v) the Borrower and the Administrative Agent shall continue to deal solely and
directly with the originating Bank in connection with the originating Bank's
rights and obligations under this Agreement and the other Loan Documents, and
(vi) no Bank shall transfer or grant any participation interest under which the
Participant has rights to approve any amendment to, or any consent or waiver
with respect to, this Agreement or any other Loan Document, except to the extent
such amendment, consent or waiver would require unanimous consent of the Banks
described in the first proviso to Section 10.1. In the case of any such
                 ----- -------    ------------
participation, the Participant shall not have any rights under this Agreement,
or any of the other Loan Documents, and all

                                       68
<PAGE>

amounts payable by the Borrower hereunder shall be determined as if such Bank
had not sold such participation.

          10.6.5  Notwithstanding any other provision in this Agreement, any
Bank may at any time create a security interest in, or pledge, all or any
portion of its rights under and interest in this Agreement and the Note it holds
in favor of any Federal Reserve Bank in accordance with Regulation A of the FRB
or U.S. Treasury Regulation 31 CFR (S) 203.14, and such Federal Reserve Bank may
enforce such pledge or security interest in any manner permitted under
applicable law.

     10.7  Successors and Assigns. The provisions of this Agreement shall be
           ----------------------
binding upon, and shall inure to the benefit of, the parties hereto and their
respective successors and assigns, except that the Borrower may not assign or
transfer any of its rights or obligations under this Agreement without the prior
written consent of the Administrative Agent and each Bank, and except for the
limitations on assignments by the Administrative Agent and each Bank under
Section 10.6.
------------

     10.8  Confidentiality. Each Bank agrees to maintain the confidentiality of
           ---------------
all financial statements, cash flow reports, projections, environmental reports
and appraisals provided to it by the Borrower, or by the Administrative Agent on
the Borrower's behalf, under this Agreement or any other Loan Document, and
neither a Bank nor any of its Affiliates shall use any such information other
than in connection with this Agreement and the other Loan Documents or the
enforcement thereof, or in connection with other business now or hereafter
existing or contemplated with the Borrower, except to the extent such
information (a) was or becomes generally available to the public other than as a
result of disclosure by any Bank, or (b) was or becomes available on a non-
confidential basis from a source other than the Borrower, provided that such
source is not bound by a confidentiality agreement with the Borrower known to
such Bank; provided, however, that any Bank may disclose such information (i)
           --------  -------
pursuant to any requirement of any Governmental Authority to which such Bank is
subject or in connection with an examination of such Bank by any such authority;
(ii) pursuant to subpoena or other court process; (iii) when required to do so
in accordance with the provisions of any applicable Requirement of Law; (iv) to
the extent reasonably required in connection with any litigation or proceeding
relating to the Loans to which the Administrative Agent, any Bank or their
respective Affiliates may be party; (v) to the extent reasonably required in
connection with the exercise of any remedy hereunder or under any other Loan
Document; (vi) to such Bank's independent auditors and other professional
advisors; (vii) to any Participant or Assignee, actual or potential, provided
that such Person agrees in writing to keep such information confidential to the
same extent required of the Banks hereunder; (viii) as to any Bank or its
Affiliate, as expressly permitted under the terms of any other document or
agreement regarding confidentiality to which the Borrower is par or is deemed a
party with such Bank or such Affiliate; and (ix) to its Affiliates, provided
that such Affiliates agree in writing to be bound by the terms of this Section
                                                                       -------
10.8.
----

                                       69
<PAGE>

     10.9  Set-off. NO BANK SHALL EXERCISE, OR ATTEMPT TO EXERCISE, ANY RIGHT OF
           -------
SET-OFF, BANKER'S LIEN, OR THE LIKE, AGAINST ANY DEPOSIT ACCOUNT OR PROPERTY OF
THE BORROWER HELD OR MAINTAINED BY THE BANK WITHOUT THE PRIOR WRITTEN CONSENT OF
THE ADMINISTRATIVE AGENT AND THE MAJORITY BANKS.

     10.10 Notification of Addresses, Lending Offices, Etc. Each Bank shall
           -----------------------------------------------
notify the Administrative Agent in writing of any changes in the address to
which notices to the Bank should be directed, of addresses of any Lending
Office, of payment instructions in respect of all payments to be made to it
hereunder and of such other administrative information as the Administrative
Agent shall reasonably request.

     10.11 Counterparts. This Agreement may be executed in any number of
           ------------
separate counterparts, each of which, when so executed, shall be deemed an
original, and all of which, taken together, shall be deemed to constitute but
one and the same instrument.

     10.12 Severability. The illegality or unenforceability of any provision of
           ------------
this Agreement or any instrument or agreement required hereunder shall not, to
the fullest extent permitted by applicable law, in any way affect or impair the
legality or enforceability of the remaining provisions of this Agreement or any
instrument or agreement required hereunder.

     10.13 No Third Parties Benefited. This Agreement is made and entered into
           --------------------------
for the sole protection and legal benefit of the Borrower, the Banks, the
Administrative Agent and the Agent-Related Persons, and their permitted
successors and assigns, and except as otherwise provided in Section 10.5 in the
                                                            ------------
case of an Indemnified Person, no other Person shall be a direct or indirect
legal beneficiary of, or have any direct or indirect cause of action or claim in
connection with, this Agreement or any of the other Loan Documents.

     10.14 Governing Law and Jurisdiction.
           ------------------------------

           (a) THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED
     IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA; PROVIDED THAT THE
                                                             --------
     ADMINISTRATIVE AGENT AND THE BANKS SHALL RETAIN ALL RIGHTS ARISING UNDER
     FEDERAL LAW.

           (b) SUBJECT TO THE PROVISIONS OF SECTION 10.15, ANY LEGAL ACTION OR
                                            -------------
     PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE
     BROUGHT IN THE COURTS OF THE STATE OF CALIFORNIA OR OF THE UNITED STATES
     FOR THE NORTHERN DISTRICT OF CALIFORNIA, AND BY EXECUTION AND DELIVERY OF
     THIS AGREEMENT, EACH OF THE BORROWER, THE ADMINISTRATIVE AGENT AND THE
     BANKS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE
     NONEXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE BORROWER, THE
     ADMINISTRATIVE AGENT AND THE BANKS IRREVOCABLY WAIVES ANY OBJECTION,

                                       70
<PAGE>

     INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF
     FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF
     ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT
     OR ANY DOCUMENT RELATED HERETO.

     10.15 Reference and Arbitration.
           -------------------------

          10.15.1    Judicial Reference. In any judicial action between or among
                     ------------------
the parties in any way based on, arising out of or relating to this Agreement,
the other Loan Documents or any Loan (including any action or cause of action
based on or arising from an alleged tort), all decisions of fact and law shall
at the request of any party be referred to a referee in accordance with
California Code of Civil Procedure Sections 638 et seq. The parties shall
                                                -- ---
designate to the court a referee or referees selected under the auspices of the
American Arbitration Association ("AAA") in the same manner as arbitrators are
selected in AAA-sponsored proceedings. The presiding referee of the panel, or
the referee if there is a single referee, shall be an active attorney or retired
judge. Judgment upon the award rendered by such referee or referees shall be
entered in the court in which such proceeding was commenced in accordance with
California Code of Civil Procedure Sections 644 and 645.

          10.15.2    Mandatory Arbitration. After all Deeds of Trust and any
                     ---------------------
other real property security have been released, fully reconveyed or
extinguished, any controversy or claim between or among the parties in any way
based on, arising out of or relating to this Agreement, the other Loan Documents
or any Loan (including any controversy or claim based on or arising from an
alleged tort) shall at the request of any party be determined by arbitration.
The arbitration shall be conducted in accordance with the United States
Arbitration Act (Title 9, U.S. Code), notwithstanding any choice of law
provision in this Agreement, and under the Commercial Rules of the AAA. The
arbitrator(s) shall give effect to statutes of limitation in determining any
claim. Any controversy concerning whether an issue is arbitrable shall be
determined by the arbitrator(s). Judgment upon the arbitration award may be
entered in any court having jurisdiction. The institution and maintenance of an
action for judicial relief or pursuit of a provisional or ancillary remedy shall
not constitute a waiver of the right of any party, including the plaintiff, to
submit the controversy or claim to arbitration if any other party contests such
action for judicial relief.

          10.15.3    Real Property Collateral. Notwithstanding the provisions of
                     ------------------------
Section 10.15.2, no controversy or claim shall be submitted to arbitration
---------------
without the consent of all parties if, at the time of the proposed submission,
such controversy or claim arises from or relates to an obligation to the
Administrative Agent or the Banks that is secured by real property collateral.
If all parties do not consent to submission of such a controversy or claim to
arbitration, the controversy or claim shall be determined by reference as
provided in Section 10.15.1.
            ---------------

                                       71
<PAGE>

          10.15.4  Provisional Remedies, Self-Help and Foreclosure. No provision
                   -----------------------------------------------
of this Section 10.15 shall limit the right of any party to this Agreement to
        -------------
exercise self-help remedies such as set off, foreclosure against or sale of any
real or personal property collateral or security, or to obtain provisional or
ancillary remedies (including provisional remedies such as claim and delivery
and ancillary remedies such as the issuance of temporary restraining orders and
preliminary injunctions pending submission of any action or cause of action to
judicial reference or arbitration as otherwise required hereunder) from a court
of competent jurisdiction before, after, or during the pendency of any
arbitration or other proceeding. The exercise of a remedy does not waive the
right of any party to resort to arbitration or reference. At the Administrative
Agent's option, foreclosure under a Deed of Trust or mortgage may be
accomplished either by exercise of the power of sale under the Deed of Trust or
mortgage or by judicial foreclosure.

     10.16 Entire Agreement. This Agreement, together with the other Loan
           ----------------
Documents, embodies the entire agreement and understanding among the Borrower,
the Banks and the Administrative Agent, and supersedes all prior or
contemporaneous agreements and understandings of such Persons, verbal or
written, relating to the subject matter hereof and thereof.

          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 date first above written.

                         "Borrower"

                         CATELLUS DEVELOPMENT CORPORATION,
                         a Delaware corporation


                         By /s/ Stephen P. Wallace
                            ------------------------------------------------

                           Stephen P. Wallace, Senior V.P. and CEO
                           ------------------------------------------
                                [Printed Name and Title]

                                       72
<PAGE>

                         "Administrative Agent"

                         BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
                         as Administrative Agent


                         By /s/ Janice L. Sears
                            --------------------------------------------------

                           Janice L. Sears, Vice President
                           ------------------------------------------------
                                [Printed Name and Title]


                         "Documentation Agent"

                         THE FIRST NATIONAL BANK OF CHICAGO,
                         as Documentation Agent


                         By /s/ Kevin L. Gillen
                            -------------------------------------------------

                           Kevin L. Gillen, Corporate Banking Officer
                           --------------------------------------------
                                [Printed Name and Title]


                         "Banks"

                         BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION,
                         as a Bank


                         By /s/ Janice L. Sears
                            --------------------------------------------------

                           Janice L. Sears, Vice President
                           ------------------------------------------------
                                [Printed Name and Title]

                                       73
<PAGE>

Commitment: $85,000,000.00

                         THE FIRST NATIONAL BANK OF CHICAGO,
                         as a Bank


                         By /s/ Kevin L. Gillen
                            -------------------------------------------------

                           Kevin L. Gillen, Corporate Banking Officer
                           ------------------------------------------
                                [Printed Name and Title]

Commitment: $40,000,000.00
                         CIBC INC.,
                         as a Co-Agent and a Bank


                         By /s/ D. James Armstrong
                            ----------------------------------------------
                                Its Authorized Signatory

                           D. James Armstrong
                           ------------------------------------------------
                                [Printed Name]

Commitment: $30,000,000.00
                         THE BANK OF NOVA SCOTIA,
                         SAN FRANCISCO AGENCY,
                         as a Co-Agent and a Bank


                         By /s/ Bruce Ganong
                            ------------------------------------------------

                           Bruce Ganong, Relationship Manager
                           -------------------------------------------
                                [Printed Name and Title]

Commitment: $30,000,000.00

                         THE FIRST NATIONAL BANK OF BOSTON,
                         as a Co-Agent and a Bank


                         By /s/ Kathleen M. Ahern
                            -----------------------------------------------

                           Kathleen M. Ahern, Vice President
                           --------------------------------------------
                                [Printed Name and Title]

                                       74
<PAGE>

Commitment: $30,000,000.00

                         COMMERZBANK AG,
                         LOS ANGELES BRANCH, as a Bank


                         By /s/ Werner Schmidbauer, /s/ Karla Wirth
                            ------------------------------------------

                           Werner Schmidbauer, Vice President
                           --------------------------------------------
                           Karla Wirth, Asst. Treasurer
                           ------------------------------------------------
                                [Printed Name and Title]

Commitment: $25,000,000.00

                                       75
<PAGE>

                                  SCHEDULE 1.1

                            LIST OF APPRAISED VALUES
                            ------------------------
<TABLE>
<CAPTION>


         PROPERTY                               LOCATION              VALUE
         --------                               --------              -----
<S>                                          <C>                    <C>

INDUSTRIAL
----------
4801 W. Polk Street                          Phoenix, AZ             4,980,000
421 W. Alameda Drive/Microage                Tempe, AZ               5,000,000
Pacific Business Center                      Fremont, CA             9,400,000
30000 Eigenbrodt Way/SAAB                    Union City, CA          4,500,000
20801 & 21 Santa Fe Ave.                     Carson, CA              9,500,000
Multi-tenant                                 Santa Fe Spr., CA       6,700,000
4900 Loma Vista; 4501-78 E. 49th Street      Vernon, CA              4,390,000
Multi-tenant Vernon II                       Vernon, CA              4,400,000
Lucky Brand Dungarees                        Vernon, CA              3,340,000
1700, 1800 Bay Street                        Los Angeles, CA         3,530,000
Owens & Minor                                City of Industry, CA    9,175,000
Queen Carpet                                 La Mirada, CA          12,400,000
Spicer's Paper                               Santa Fe Springs, CA    4,160,000
State of California                          Fullerton, CA           7,210,000
Lot 2                                        Fullerton, CA           2,600,000
Lot 5/Label-Aire                             Fullerton, CA           3,700,000
Lot 7/Sunwest Fasteners                      Fullerton, CA           2,400,000
LA Times                                     Fullerton, CA           1,725,000
Lot 9/Day Runner                             Fullerton, CA           9,500,000
Insight for Living                           Anaheim, CA             1,425,000
LA Times                                     Anaheim, Ca             1,300,000
Phase V                                      Anaheim, CA             6,600,000
Microtechnology                              Anaheim, CA             8,300,000
4875-87 E. LaPalma Ave.                      Anaheim, CA             5,800,000
2245 N. Glassell St./OC Register             Orange, CA              2,800,000
Iron Mountain                                Santa Ana, CA           2,400,000
Building 132                                 Tustin, CA              3,500,000
PacifiCenter Santa Ana                       Santa Ana, CA           4,750,000
Dunlop                                       Ontario, CA             9,500,000
LA Times                                     Ontario, CA             2,400,000
Pepsi                                        Ontario, CA             8,000,000
4850 Airport Drive/Technicolor               Ontario, CA             4,300,000
Ontario 400/Bridgestone                      Ontario, CA            12,475,000
Ontario 141/Duracell                         Ontario, CA             3,900,000
Interceramic                                 Garland, TX             8,700,000
Livermore Valley Business Park               Livermore, CA           4,500,000

OFFICE
------
Multi-tenant                                 Anaheim, Ca             8,300,000
Multi-tenant                                 Corona, CA              4,900,000

RETAIL
------
East Baybridge                               Emeryville, CA         48,000,000
Multi-tenant                                 Anaheim, CA             1,800,000
</TABLE>
                                                          Schedule 1.1-1
<PAGE>

                                  SCHEDULE 1.1

                            LIST OF APPRAISED VALUES
                            ------------------------
<TABLE>
<CAPTION>


         PROPERTY                               LOCATION              VALUE
         --------                               --------              -----
<S>                                          <C>                    <C>
Microcenter                                  Tustin, CA              3,400,000
Raleigh West Retail                          Beaverton, OR           3,600,000

LAND
----
Crossroads                                   Ontario, CA            11,210,000
Pacific Distribution Center                  Ontario, CA             2,870,000
Eastgate                                     Ontario, CA             3,220,000
Rancho Cucamonga                             Rancho Cucamonga, CA    6,800,000
Corporate Center                             Anaheim, CA             4,200,000
Commerce Center                              Industry, CA            8,040,000
Stevenson/Boyce                              Fremont, CA             2,450,000
Alvarado Business Park                       Union City              2,200,000
Internationale Centre                        Woodridge, Illinois           N/A
Romeoville                                   Woodridge, Illinois           N/A
Joliet                                       Woodridge, Illinois           N/A
Coppell Gateway                              Dallas, Texas                 N/A
Gateway East                                 Dallas, Texas           9,700,000
LA Times Fullerton Land                      Fullerton, CA                 N/A
Pepsi Land                                   Ontario, CA               700,000
</TABLE>
                                                          Schedule 1.1-2
<PAGE>

                                  SCHEDULE 2.1
                                  ------------

                                  COMMITMENTS
                                  -----------
                              AND PRO RATA SHARES
                              -------------------
<TABLE>
<CAPTION>

BANK                        COMMITMENT        SHARE
----                        ----------        -----
<S>                        <C>            <C>

Bank of America
National Trust &
Savings Association        $ 85,000,000    35.41666667%

The First National
Bank of Chicago            $ 40,000,000    16.66666667%

CIBC Inc.                  $ 30,000,000    12.50000000%

The Bank of Nova
Scotia, San Francisco
Agency                     $ 30,000,000    12.50000000%

The First National
Bank of Boston             $ 30,000,000    12.50000000%

Commerzbank AG,
Los Angeles Branch         $ 25,000,000    10.41666667%

   TOTAL:                  $240,000,000   100.00000000%
</TABLE>
                                                          Schedule 2.1-1
<PAGE>

                                  SCHEDULE 5.5
                                  ------------

                                   LITIGATION
                                   ----------


                                      NONE

                                                          Schedule 5.5-1
<PAGE>

                                  SCHEDULE 5.7
                                  ------------

                               ERISA DISCLOSURES
                               -----------------


                                      None


                                                          Schedule 5.7-1
<PAGE>

                                 SCHEDULE 5.11
                                 -------------

                        FINANCIAL CONDITION DISCLOSURES
                        -------------------------------


                                      None

                                                          Schedule 5.11-1
<PAGE>

                                 SCHEDULE 5.12
                             $240 Million Term Loan
                             ENVIRONMENTAL MATTERS


Reference is made to the information set forth in Schedule 4.9 and in Borrower's
public reports filed with the Securities and Exchange Commission (including
Borrower's audited and unaudited financial statements included therein), all of
which is incorporated herein by this reference. Borrower discloses the following
additional information pursuant to Section 5.12, subsections (a) through (d):
<TABLE>
<CAPTION>

PROPERTY & PARCEL NUMBER                 COMMENT
------------------------                 -------
<S>                                      <C>

Albany Landfill, CA                      Former refuse landfill undergoing
CA0010192-94                             closure pursuant to applicable
                                         environmental regulations.


Berkeley Landfill, CA                    Former refuse landfill in
CA0010202,6,10,13,17,26 and 27           post-closure pursuant to applicable
Point Isabel, CA                         environmental regulations. State
CA0130101, 203, 211                      Superfund site which has been
                                         remediated with remediation certified
                                         as complete by the California
                                         Department of Health Services. Long
                                         term monitoring is ongoing.
                                         Remediation of an additional area of
                                         contamination which was recently
                                         identified was completed pursuant to
                                         directives of the California Regional
                                         Water Quality Control Board. Catellus
                                         is awaiting approval of closure.


Russo's Marine, CA                       Soil and groundwater from former
CA0530015                                leaking underground tanks being
                                         remediated pursuant to guidelines of
                                         Regional Water Quality Control Board.


Stockton, CA                             Soil and groundwater from former
CA0770652                                leaking underground tanks is
                                         currently being remediated under
                                         oversight of San Joaquin County
                                         Health Department.


2608 Inwood Road, TX                     Plan B limited risk assessment
TX1131502                                submitted to the Texas Natural
                                         Resource Conservation Commission.
                                         Catellus is awaiting approval of
                                         closure.


Buttonwillow, CA                         Remediation of contaminated soil from
CA0290069                                underground storage tank and sump has
                                         been completed. Catellus is waiting
                                         for the closure letter from the Kern
                                         County Environmental Health
                                         Department.


Santa Fe, NM                             The New Mexico Environmental
NM0490208                                Department ("NMED") issued a
                                         directive requiring the removal of an
                                         abandoned tank currently located on
                                         premises leased to a tenant. The
                                         tenant has accepted responsibility
                                         for the tank and is proceeding with
                                         the removal.
</TABLE>
                                                              Page 1
<PAGE>

<TABLE>

<S>                                      <C>
Mission Bay                              The Regional Water Quality Control
San Francisco, CA                        Board has been designated the lead
                                         agency for this former railyard. The
                                         RWQCB has issued a request for 1) a
                                         shallow groundwater investigation of
                                         a portion of the site and 2) the
                                         development of risk management plans
                                         for six former UST sites.


Topeka, KS                               Kansas Department of Health and
[SOLD]                                   Environmental issued a draft consent
                                         order requiring investigation and
                                         remediation of two lagoons on a
                                         property sold by a corporate
                                         predecessor of Catellus. The
                                         Atchison, Topeka and Santa Fe Railway
                                         Company ("AT&SF") and the current
                                         property owner were listed as PRPs.
                                         Catellus intends to demonstrate that
                                         its predecessor never owned or
                                         managed the property and that
                                         Catellus should not be named as a PRP.


Wasco, CA                                The Department of Toxic Substances
                                         Control ("DTSC") has issued an order
                                         of Eminent or Substantial
                                         Endangerment for this property which
                                         was held in trust by a corporate
                                         predecessor of Catellus for AT&SF.
                                         AT&SF and a previous tenant were also
                                         notified. Catellus intends to
                                         demonstrate that its predecessor
                                         never owned or managed the property
                                         and that Catellus should not be named
                                         as a PRP.
</TABLE>
                                                              Page 2
<PAGE>

                             ENVIRONMENTAL REPORTS
                     $240 Million Revolving Credit Facility

BUILDINGS
=========

INDUSTRIAL
----------

AZ0131306
4801 W. Polk Phoenix
     .  Dames & Moore, 9/30196: Phase I Environmental Site Assessment

AZ0131407
Broadway Industrial Park/Microage, 421 W. Alameda, Tempe
     .  Dames & Moore, 10/1/96: Phase I Environmental Site Assessment

CA0010591-2
Pacific Business Center, Phase II, Fremont
     .  Dames & Moore, 12/15/95: Limited Phase I Environmental Site Assessment,
        Two Vacant Lots, CA0010591 and CA0010592, Fremont, California
     .  Dames & Moore, 9/27/96: Update

Alvarado Business Center (SAAB-Scania Bldg), 30000 Eigenbrodt Way, Union City
     .  Dames & Moore, 10/2/96: Phase I Environmental Site Assessment

CA0370092
20801-21 Santa Fe Ave. (Santa Fe Business Center), Carson
     .  Dames & Moore, 10/4/96: Phase I Environmental Site Assessment

CA0370120
Multitenant Property, 12000, 12120 E Slauson Ave. 8620 Sorensen Ave., 12035,
12115 Burke St., Santa Fe Springs
     .     Dames & Moore, 9/4/91: Preliminary Site Assessment, Multi-tenant
           Property, Santa Fe Springs, California
     .     Dames & Moore, 12/26/91: Phase I Environmental Assessment, Multi-
           tenant Property, Santa Fe Springs, California
     .     Dames & Moore, 4/9/92: Supplemental Phase II Environmental Site
           Assessment and Soil Removal, Multi-tenant Property, Santa Fe Springs,
           California
     .     Recon, 5/26/95: Environmental Site Assessment Update, Pacific Spring
           Multi-tenant Property, 12000-12110 Slauson Avenue, 1203S-12115
           Burke Street, 8620 Sorensen Avenue, Santa Fe Springs, California
           90670 RECON Project No. A50112
     .     Vista Information Solutions, Inc., 9/6/96: Site Assessment Plus
           Report.
     .     Dames & Moore, 10/2/96: Update for Multi-tenant Property

                                       1

<PAGE>

CA0372066-68
4900 Loma Vista Avenue, 45014578 E. 49th Street, Vernon
     .  Dames & Moore, 10/4/96: Phase I Environmental Site Assessment

CA0372081-82
4592,4604, 4614, 4626, 4664 E. 48th Street, 4593, 4625, 4665 E. 49th Street,
Vernon
     .  Converse Environmental West, 3123192: Phase I Environmental Site
        Assessment, Tower Industrial Park, Phase II, Vernon, California
     .  Recon, 5/26/95: Environmental Site Assessment Update, Tower Industrial
        Park: Phase II, 4592-4604-4614-4626 E. 48 Street, 4593-4625-4668 E.
        49th Street, Vernon, California, RECON Project No. A50114
     .  Vista Information Solutions, Inc., 9/6/96: Site Assessment Plus Report
     .  Dames & Moore, 9/27/96: Update

CA0372083
4575 and 4599 District Boulevard, Vernon
     .  IT Corporation, 2/96: Phase I Environmental Site Assessment and Soil
        Removal Report, Lucky Brand Dungarees, Inc., 4575 and 4599 District
        Boulevard, Vernon, California
     .  Vista Information Solutions, Inc., 9/6/96: Site Assessment Plus Report
     .  Dames & Moore, 9/27/96: Update

CA0374501
1700 Bay Street, (Bay St. Team Track), Los Angeles
     .  Dames & Moore, 9/25/96: Phase I Environmental Site Assessment

CA0375020
Vacant Parcels, Lots 1-4, Corner of Spanish Lane and Cheryl Lane, City of
Industry
     .  Dames & Moore, 10/20/92: Phase I Preliminary Site Assessment, Vacant
        Parcels, Lots 10, 14, 15, and 19, City of Industry, California
     .  Dames & Moore, 7/28/95: Report, Phase I Environmental Site Assessment,
        Vacant Parcels, Lot No's. 1, 2, 3, 4 and A Triangular Lot South of
        Parcel 2, City of Industry, California [CA0375002, 05, 03, 04]
     .  Dames & Moore, 7/28/95: Phase I Environmental Site Assessment, Vacant
        Triangular Parcel, Northwest Corner of Spanish Lane and Brea Canyon
        Road, City of Industry, California
     .  Dames & Moore, 10/3/96: Update for Parcel CA0375020, which consists of
        Parcels CA0375006, 7, 10, 13-14, 16-17, 19, 24-26, 28, 30-32

CA0375303
North-Central Property (Spicers), 12202 East Slauson Avenue, Santa Fe Springs
     .  Dames & Moore, 9/4/91: Preliminary Site Assessment, Multi-tenant
        Property, Santa Fe Springs, California
     .  Dames & Moore, 1/10/92: Remedial Investigation Workplan, Central
        Property, Santa Fe Springs, California

                                       2
<PAGE>

     .     Dames & Moore, 10/25/94: Phase II Investigation North Central
           Property, Santa Fe Springs, California
     .     Dames & Moore, 6/23/95 Letter: Santa Fe Springs Property, Eastern
           Portion of Central Property, Proposed Investigation
     .     Vista Information Solutions, Inc., 9/6/96: Site Assessment Plus
           Report
     .     Dames & Moore, 10/2/96: Update for Multi-tenant parcel

CA0590911
SW Corner of Tustin & La Palma Avenues, Anaheim
     .     Dames & Moore, 10/4/96: Phase I Environmental Site Assessment
           [CA0590905 is part of this]

CA0591023,28,31
CA0591018-33
Santa Fe Corporate Center, (Catellus Corporate Center), Anaheim
     .     Dames & Moore, 10/4/96: Phase I Environmental Site Assessment

CA0591018,21-23,26-27
NW Corner Landon Dr. & Kellogg Dr., NE Corner Landon Dr. & Manassero St.,
Anaheim
     .     Dames & Moore, 10/4/96: Phase I Environmental Site Assessment

CA0591028
SE Corner of Landon Drive & Manassero Street, Anaheim
     .     Dames & Moore, 10/4/96: Phase I Environmental Site Assessment

CA0591031
NE Corner of Manassero & La Palma (Microtechnology), Anaheim
     .     Dames & Moore, 10/4/96: Phase I Environmental Site Assessment

CA0591034
CA0591017,34-35
NE La Palma Ave. & Hancock, Anaheim
     .     Dames & Moore, 10/4/96: Phase I Environmental Site Assessment

CA0591034
NW Corner of La Palma Ave. & Manassero Street, Anaheim (Microtechnology)
     .     Dames & Moore, 10/4/96: Phase I Environmental Site Assessment

CA0591034
1260 Hancock (Santa Fe Corporate Center, Phase III), Anaheim
     .     Dames & Moore, 10/4/96: Phase I Environmental Site Assessment

CA0591103
OC Register, 2245 N. Glassell St., Orange
     .     Dames & Moore, 10/4/96: Phase I Environmental Site Assessment

                                       3
<PAGE>

CA0591434
CA0591412,30-36
Iron Mountain, 1909 S. Grand Ave. (PacifiCenter West), Santa Ana
     .  Dames & Moore, 10/4/96: Phase I Environmental Site Assessment

CA0591512
CA0591504,12
15222, 15442 Del Amo Ave., Tustin
     .  Roy F. Weston, 6/93: Phase I Environmental Assessment, Siemens
        Nixdorf/City of Tustin, 15222 Del Amo Avenue [CA0591512]
     .  Dames & Moore, 10/4/96: Update

CA0712412,28,30
CA0712401-28
Etiwanda Ave. & G Street, Ontario, 260 acres
SW Corner of 4th Street and Etiwanda Avenue
     .  Dames & Moore, 10/4/96: Phase I Environmental Site Assessment

CA0712402-5,11 -20,23 -27,29
Ontario Crossroads, Etiwanda Avenue & 4th St., Ontario
     .  Dames & Moore, 10/4/96: Phase I Environmental Site Assessment

CA0713512,524,551
CA0713512 (501)
4850 Airport Drive (Defense Technologies), Ontario
     .  Dames & Moore, 10/3/96: Phase I Environmental Site

CA0713524
1303-1393 South Sarah Place, Warehouse 400, Ontario
     .  Dames & Moore, 10/4/96: Phase I Environmental Site

CA0713551
5120-40 East Santa Ana St., Ontario
     .  Dames & Moore, 10/4/96: Phase I Environmental Site

TX1130336
Jupiter Road, Garland
     .  Dames & Moore, 10/4/96: Phase I Environmental Site, Jupiter Road
           included with TX00310305, 24, 28, 33, 34


OFFICE
------

CA0590909
PacifiCenter, Anaheim

                                       4
<PAGE>

     .  Dames & Moore, 10/4/96: Phase I Environmental Site [CA0590905 is part
        of this]

CA0650942
2280 Wardlow Road, Corona
     .  Dames & Moore, 9/16/91: Report, Preliminary Site Assessment, Office
        Building, 2280 Wardlow Road, Corona, California
     .  McLaren Hart, 3/19/92: Phase I Environmental Assessment Update, Westgate
        Office-CA0650942, 2280 Wardlow Road, Corona, California
     .  Recon Environmental Corporation, 5126195: Environmental Site Assessment
        Update, 2280 Wardlow Road, Corona, California, RECON Project No.A50111
     .  Vista Information Solutions, Inc., 916196: Site Assessment Plus Report
     .  Dames & Moore, 9/25/96: Update


RETAIL
------

CA0590905
[see CA0590909 above]

CA0591557
1100 Edinger Avenue, Tustin
     .  Dames & Moore, 8/20/93: Environmental Site Assessment, Builders
        Emporium, 1100 Edinger Avenue, Tustin, California
     .  Vista Information Solutions, 9/10/96: Site Assessment Plus Report
     .  Dames & Moore, 10/4/96: Update

OR0670005
Raleigh West Shopping Center, 6677 SW Beaverton Hillsdale Highway, Portland
     .  Dames & Moore, 9127196: Phase I Environmental Site Assessment


LAND
----

CALIFORNIA
----------

CA0712402,07,11,13-22,24-27,31-32,53
Crossroads, Ontario, Etiwanda Ave. & G Street, Ontario, 260 acres
     .  Dames & Moore, 10/4/96: Phase I Environmental Site Assessment

CA07113547-50
Pacific Distribution Center, Ontario
     .  Dames & Moore, 10/4/96: Phase I Environmental Site Assessment

                                       5
<PAGE>

CA0713532-44
Eastgate, Ontario
     .  Dames & Moore, 10/3/96: Phase I Environmental Site Assessment

CA0712301,03
Rancho Cucamonga
     .  Dames & Moore, 10/3/96: Phase I Environmental Site Assessment

CA0591018,21-22,26-27,29,32,35,39
Catellus Corporate Center, Anaheim
[see Anaheim above]

CA0375006-07,10,13- 14,16-17,19,24-26,28,31-32
Catellus Commerce Center, City of Industry
[see City of Industry above]

CA0010188
Stevenson/Boyce, Fremont
     .  Dames & Moore, 7/15/96: Phase I Environmental Site Assessment Update of
        Vacant Lot, Boyce Road, Fremont, California
     .  Dames & Moore, 9/27/96: Update

CA0010519
Alvarado Business Park, Union City
     .  Dames & Moore, 8/16/96: Phase I Environmental Site Assessment Update of
        Vacant Lot Volpey and Eigenbrodt Way, Union City, California
     .  Dames & Moore, 927/96: Update


ILLINOIS
--------

IL1970301-4,11-12,18-19, IL0430101,06-10,12,14-16
Internationale-Centre, Woodridge
     .  Dames & Moore, 10/9/96: Phase I Environmental Site

IL1970101 (+NEW PARCEL)
I-55 & Normantown Road, Romeoville
     .  Dames & Moore, 7/11/96: Environmental Assessment, 118.2-Acre Parcel,
        Normantown Road, Romeoville, Illinois
     .  Dames & Moore, 9/26/96: Update
South Frontage Road, Bolingbrook
     .  Dames & Moore, 7/8/96: Environmental Assessment, 22-Acre Parcel, South
        Frontage Road, Bolingbrook, Illinois
     .  Dames & Moore, 9/25/96: Update

                                       6
<PAGE>

IL1970201-05,09
I55 & Durkee Drive, Joliet
     .  Dames & Moore, 10/9/96: Phase I Environmental Site Assessment

TEXAS
-----

TX1130601-06
Coppel Gateway, Dallas
     .  Terra-Mar, Inc., 9/89: Environmental Site Assessment, 103.3 Acre Tract,
        IH 635 and Freeport Parkway
     .  McLaren Hart, 4/15/90: Property Assessment
     .  Terra-Mar, Inc. 5129192: Phase I Environmental Site Assessment, 222 Acre
        Site Gateway-Coppell, IH 635 and Freeport Parkway
     .  Halff Associates, Inc., 7/94: Environmental Site Assessment, 10.5 Acres
        of Vacant Land located in Block 2, Lot 2, Gateway Business Park,
        Coppell, Texas

     .  Halff Associates Inc., 3/96: DRAFT Phase I Environmental Site Assessment
        for the Evaluation of Potentially Hazardous Materials, 70.38 acre
        Tract of Land located at the northwest corner of Gateway Boulevard
        and Freeport Parkway in the City of Coppell, Dallas County, Texas

     .  Vista Information Solutions, 9/17/96: Site Assessment Plus Report
     .  Dames & Moore, 10/9/96: Phase I Environmental Site Assessment

TX1130305,24,28,33-34
Garland - Gateway East, Jupiter Road, Dallas,
     .  Dames & Moore, 10/9/96: Phase I Environmental Site Assessment

                                       7
<PAGE>

                               SCHEDULE 5.16 A&B
            SUBSIDIARIES AND JOINT VENTURES OF CATELLUS DEVELOPMENT

<TABLE>
<CAPTION>
                                                     JURISDICTION OF
                                       PERCENTAGE    PARTNERSHIP OR
                                        OWNED BY        STATE OF
                                        CATELLUS      INCORPORATION
                                       -----------   ---------------
<S>                                    <C>           <C>
Santa Fe Towers Land Company                  100%   Delaware

Santa Fe Towers Land Company                  100%   California

Seabridge Properties, Inc.                    100%   Delaware

Habor Drive Company                           100%   Delaware

SF Pacific Properties Inc.                    100%   Delaware

Westada Corporation                           100%   Delaware

Catellus Management Corporation               100%   Delaware

Collinsville Property Corporation             100%   Delaware

Catellus Construction Corporation             100%   Delaware

Catellus Union Station, Inc.                  100%   Delaware

Catellus Residential Group, Inc.              100%   California

Gilman Property Corporation                   100%   Delaware

Dallas International Ltd.                   25.21%   Texas

New Orleans International Hotel             14.15%   Louisiana

International Rivercenter                   25.16%   Louisiana

New Orleans Rivercenter                     38.75%   Louisiana

Desman Road Partners                        37.82%   California
</TABLE>

                                       8
<PAGE>

                                 SCHEDULE 5.17
                                 -------------

                             INSURANCE DISCLOSURES
                             ---------------------


                                      None

                                Schedule 5.17-1
<PAGE>

                                 SCHEDULE 10.2
                                 -------------

                     OFFSHORE AND DOMESTIC LENDING OFFICES,
                     --------------------------------------
                             ADDRESSES FOR NOTICES
                             ---------------------

Catellus Development Corporation
201 Mission Street
San Francisco, CA 94105
Attention: Chief Financial Officer

Telephone: (415) 974-4500
Facsimile: (415) 974-4613



BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Administrative Agent
------------------------------------------------------

Bank of America National Trust
and Savings Association
SF National Accounts #9105
50 California Street, 11th Floor
San Francisco, CA 94111

Attention: Ms. Janice Sears
           Vice President
Telephone: (415) 445-4448
Facsimile: (415) 445-4154


BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as a Bank
------------------------------------------------------

Domestic and Offshore Lending Office:

Bank of America National Trust
and Savings Association
SF National Accounts #9105
50 California Street, 11th Floor
San Francisco, CA 94111
Attention: Ms. Phyllis Wong
Telephone: (415) 445-4213
Facsimile: (415) 445-4154

Notices (other than Borrowing Notices and Notices of
Conversion/Continuation):
                                                          Schedule 10.2-1
<PAGE>

Bank of America National Trust
and Savings Association
SF National Accounts #9105
50 California Street, 11th Floor
San Francisco, CA 94111
Attention: Ms. Janice Sears
           Vice President
Telephone: (415) 445-4448
Facsimile: (415) 445-4154


THE FIRST NATIONAL BANK OF CHICAGO,
----------------------------------
as Documentation Agent and as a Bank

The First National Bank of Chicago
Real Estate Portfolio Management
One First National Plaza, Mail Suite 0151
Chicago, IL 60670-0151
Attention:  Mr. Kevin L. Gillen
        Corporate Banking Officer
Telephone: (312) 732-1486
Facsimile: (312) 732-1117

Payment Information:
-----------------------

ABA No.:                  071000013
Bank Name:                The First National Bank of Chicago
Beneficiary Acct.:        7521-7653
Beneficiary Name:         DCS Clearing Account
Ref:                      Catellus Development Corp.
Attn:                     Robert Rodzon
Admin. Contact:           Robert Rodzon
Telephone:                (312) 732-5097
Facsimile:                (312) 732-1582

CIBC INC.,
---------
as Co-Agent and as a Bank

CIBC Inc.
350 South Grand Avenue, Suite 2600
Los Angeles, CA 90071
Attention: Ms. Diane Saunder
           Director
Telephone: (213) 617-6284
Schedule 10.2-2
<PAGE>

Facsimile: (213) 346-0158

Payment Information:
-------------------

ABA No.:                           021000238
Bank Name:                         Morgan Guaranty Trust Company of New York
                                   60 Wall Street
                                   New York, NY 10260
Beneficiary Acct.:                 630-00-480
Beneficiary Name:                  CIBC, New York Agency
Ref:                               Catellus Development Corp.
Attn:                              The Atlanta Agency
Admin. Contact:                    Elizabeth Jenkins
Telephone:                         (770) 319-4839
Facsimile:                         (770) 319-4951

THE FIRST NATIONAL BANK OF BOSTON,
---------------------------------
as Co-Agent and as a Bank

The First National Bank of Boston
100 Federal Street
Boston, MA 02106
Attention: Ms. Kathleen Ahern
           Vice President
Telephone: (617) 434-2738
Facsimile: (617) 434-7108

Payment Information:
-----------------------

ABA No.:                  011000390
Bank Name:                Bank of Boston
Beneficiary Acct.:
Beneficiary Name:
Ref:                      Catellus Development Corp.
Attn:                     Linda Wheeler/CLS Dept.
Admin. Contact:           Deborah Washburn
Telephone:                (617) 434-3188
Facsimile:                (617) 434-7108

THE BANK OF NOVA SCOTIA, SAN FRANCISCO AGENCY,
---------------------------------------------
as Co-Agent and as a Bank

The Bank of Nova Scotia, San Francisco Agency
Schedule 10.2-3
<PAGE>

580 California Street, 21st Floor
San Francisco, CA 94104
Attention: Mr. Bruce Ganong
           Vice President
Telephone: (415) 616-4108
Facsimile: (415) 397-0791

Payment Information:
-----------------------

ABA No.:                  026002532
Bank Name:                Bank of Nova Scotia, New York Agency
Beneficiary Acct.:        0609838
Beneficiary Name:         NCB, San Francisco Agency
Ref:                      Catellus Development Corp.
Attn:                     Nadine Bell
Admin. Contact:           Nadine Bell
Telephone:                (404) 877-1557
Facsimile:                (404) 888-8998

COMMERZBANK AG. LOS ANGELES BRANCH,
----------------------------------
as a Bank

Commerzbank AG
660 South Figueroa Street, Suite 1450
Los Angeles, CA 90017
Attention: Mr. Werner Schmidbauer
           Vice President
Telephone: (213) 623-8223
Facsimile: (213) 623-0039

Payment Information:
-------------------

ABA No.:                                    026008044
Bank Name:                                  Commerzbank AG, New York Branch
Beneficiary Acct.:                          150/940123300USD
Beneficiary Name:                           Commerzbank AG, Los Angeles Branch
Ref.:                                       Catellus Development Corp.
                                            Acct. No. 123/1000918/05USD
Admin. Contact:                             Christina Humphrey
Telephone:                                  (212) 266-7315
Facsimile:                                  (212) 266-7593

Schedule 10.2-4
<PAGE>

                                   EXHIBIT A

                              NOTICE OF BORROWING
                              -------------------


Borrowing No. __________________


          The Borrower hereby requests a [Borrowing] [Letter of Credit] in the
amount, and on the [Borrowing Date] [issuance date], set forth below, pursuant
to that certain Line of Credit Loan Agreement (the "Agreement") dated as of
                                                    ---------
October 28, 1996, between CATELLUS DEVELOPMENT CORPORATION, a Delaware
corporation (the "Borrower"), the Banks referred to therein, and BANK OF AMERICA
                  --------
NATIONAL TRUST AND SAVINGS ASSOCIATION, individually as a Bank and as
administrative agent for itself and the other Banks (in such capacity, the

"Administrative Agent"). Capitalized terms used and not otherwise defined herein
---------------------
shall have the meanings set forth for them in the Agreement.

     [TOTAL BORROWING]
     [STATED AMOUNT OF
     LETTER OF CREDIT]:       $__________

     [LESS AMOUNT, IF ANY, TO
     BE DISBURSED DIRECTLY BY
     THE ADMINISTRATIVE AGENT
     WITH RESPECT TO FEES AND
     EXPENSES:]               $_________

     [NET AMOUNT OF BORROWING
     TO BE DISBURSED DIRECTLY
     BY THE ADMINISTRATIVE
     AGENT TO THE BORROWER    $_________
     (NET BORROWING):]

     REQUESTED [BORROWING]
     [ISSUANCE] DATE:         _________


     [In accordance with the Agreement, the Borrower hereby requests that the
Borrowing initially consist of (i) Reference Rate Loans or (ii) LIBOR Loans for
the - Interest Period indicated below (check one box only).

     [ ]  Reference Rate Loans in the aggregate amount of $___________
                                                                A-1
<PAGE>

     [ ]   LIBOR Loans in the aggregate amounts of:

           (i)    $__________, for a ______ ( ) month Interest Period;

           (ii)   $__________, for a ______ ( ) month Interest Period; and

           (iii)  $__________, for a ______ ( ) month Interest Period.]

     The Borrower hereby represents and warrants to the Administrative Agent
that (i) except as set forth on the Schedule attached hereto, all of the
representations and warranties set forth in the Agreement are true and correct
on the date of this request as if made on and as of the date of this request
(except to the extent such representations and warranties expressly refer to an
earlier date, in which case they are true and correct as of such earlier date),
and (ii) no Monetary Default, other Default that the Borrower is not in the
process of curing (to the extent permitted by Section 8.1 of the Agreement) or
                                              -----------
Event of Default has occurred and remains uncured.

     [Please wire transfer the requested amount, less any commitment fees, as
follows:

           Wire to: ___________________________
                    ___________________________
                    ___________________________
                    ABA# ______________________

           Credit:  ___________________________
                    ___________________________
                    ___________________________
                    Account# __________________]

                                      A-2
<PAGE>

     [Please call _____________ at ___________________ the day prior to the date
of the wire transfer.]

                    CATELLUS DEVELOPMENT CORPORATION
                    a Delaware corporation


                    By ______________________________


                       _______________________________
                         [Printed Name and Title]

DATE: ______________

PAYMENT APPROVED:

____________________
  Loan Officer

                                      A-3
<PAGE>

                                   EXHIBIT B

                       NOTICE OF CONVERSION/CONTINUATION
                       ---------------------------------

     This Notice of Conversion/Continuation is executed by CATELLUS DEVELOPMENT
CORPORATION, a Delaware corporation (the "Borrower"), pursuant to that certain
                                          --------
Line of Credit Loan Agreement dated as of October 28, 1996 (the "Agreement"),
                                                                 ---------
among the Borrower, the Banks referred to therein, and BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION, individually as a Bank and as administrative
agent for itself and the other Banks (in such capacity, the "Administrative
                                                             --------------
Agent"). Capitalized terms used and not otherwise defined herein shall have the
-----
meanings set forth for them in the Agreement.

     In accordance with the Agreement, the Borrower hereby requests that the
Banks [convert] [continue] (i) the existing LIBOR Loans described below, and/or
(ii) outstanding Reference Rate Loans in the amount described below to LIBOR
Loans on the Conversion/Continuation Date, and for the Interest Period,
indicated below.

     (a) Existing LIBOR Loans to be [converted] [continued] (if any):

EXPIRATION DATE OF CURRENT INTEREST PERIOD(S): _______________________.

AGGREGATE           CURRENT
AMOUNT              RATE
------              ----

$______________     ____%

$______________     ____%

$______________     ____%

     (NOTE: Existing LIBOR Loans bearing different interest rates may be
[converted] [continued] pursuant to this Notice only if the existing Interest
Periods for all such LIBOR Loans expire on the same date.)

     (b) Aggregate amount of Reference Rate Loans to be converted (if any):

     (c) Conversion/Continuation Date: _________________.


     (NOTE: If any existing LIBOR Loans are to be converted pursuant to this
Notice, the Conversion/Continuation Date must be the first Business Day
following the expiration of the existing Interest Period.)

     (d) Aggregate amount of new [LIBOR] [Reference Rate] Loans:  $____________.

                                      B-1
<PAGE>

     (NOTE:  This Notice shall be ineffective in the event that this amount is
not the aggregate total of all of the Loans described in (a) and (b), above.)

     (e) Redesignation:

     [ ]   LIBOR Loans in the aggregate amounts of:

           (i)    $_________, with a _______ ( ) month Interest Period;

           (ii)   $_________, with a _______ ( ) month Interest Period; and

           (iii)  $_________, with a _______ ( ) month Interest Period.

DATED: ___________________

                    CATELLUS DEVELOPMENT CORPORATION,
                    a Delaware corporation

                    By _________________________________

                       _________________________________
                           [Printed Name and Title]


*    Note:  More than one LIBOR Loan may be so redesignated.

                                      B-2
<PAGE>

                                   EXHIBIT C

                         FORM OF COMPLIANCE CERTIFICATE
                         ------------------------------

To:  BANK OF AMERICA NATIONAL TRUST AND
     SAVINGS ASSOCIATION, as Administrative Agent

     Pursuant to Section 6.2(a) of that certain Line of Credit Loan Agreement
                 --------------
dated as of October 28, 1996 (the "Agreement"), among the Borrower, the Banks
                                   ---------
referred to therein, and Bank of America National Trust and Savings Association,
as administrative agent for itself and the other Banks (in such capacity, the

"Administrative Agent"), the Borrower hereby represents and warrants to the
---------------------
Administrative Agent that, except as disclosed on the attached Schedule C, all
                                                               ----------
of the representations and warranties set forth in the Agreement are true and
correct on the date of this certificate as if made on and as of such date, and
as of the date of this certificate (i) to the best of the Borrower's knowledge,
no Default has occurred and remains uncured except as described on the attached

Schedule C and (ii) no Event of Default has occurred and remains uncured except
----------
as described on the attached Schedule C.
                             ----------

     Capitalized terms used and not otherwise defined herein shall have the
meanings set forth for them in the Agreement.

DATED: ________________________

                    CATELLUS DEVELOPMENT CORPORATION
                    a Delaware corporation


                    By __________________________________

                       __________________________________
                             [Printed Name and Tide]


                                      C-1
<PAGE>

                                  EXHIBIT D-1

                      LEGAL OPINION OF BORROWER'S COUNSEL
                      -----------------------------------


                                     D-1-1
<PAGE>

                                October __, 1996

                                                                  (312) 368-2166

To:  Each of the Financial Institutions
     listed on Exhibit A attached hereto
c/o Bank of America National Trust
and Savings Association,
Administrative Agent
SF National Accounts #9105
50 California Stet, 11th Floor
San Francisco, California 94111

Attention: Ms. Janice Sears, Vice President

     Re: Catellus Development Corporation ("Borrower")

Ladies and Gentlemen:

     We have served as counsel for Borrower and SF Pacific Properties Inc., a
Delaware corporation ("SFPP), a wholly owned subsidiary of Borrower, in
connection with the Two Hundred Forty Million and No/100 Dollar
($240,000,000.00) secured revolving line of credit facility ("Loan")
contemplated by the Line of Credit Loan Agreement ("Loan Agreement") dated as of
October __, 1996 between Borrower, as "Borrower", Bank of American National
Trust and Savings Association ("BofA") as a Bank and as Administrative Agent,
and each of the other financial institutions which are listed on Exhibit A
                                                                 ---------
attached hereto and incorporated herein by reference (each, including BofA, a
"Bank" and collectively, including BofA the "Banks"), to be secured by certain
properties located in the States of Arizona, California, Illinois, Oregon and
Texas, which are more particularly described in the Loan Agreement and in

Exhibit A to each of the Deeds of Trust (as defined in the Loan Agreement). This
---------
opinion is being delivered to you at Borrower's request pursuant to Section
4.1.4 of the Loan Agreement.

     We have examined and relied and base our opinion on originals or copies,
certified or otherwise identified to our satisfaction, of the Loan Agreement and
each of the documents listed in Schedule A attached hereto and incorporated
                                ----------
herein by this reference (collectively, along with the Loan Agreement, the "Loan
Documents") each dated as of the date hereof, unless otherwise noted in Schedule
                                                                        --------
A, and upon such matters of law as we have deemed necessary for the purposes of
-
this opinion. The capitalized terms used herein but not defined in this opinion
or Schedule A to this opinion shall have the meanings set forth in the Loan
   ----------
Agreement.

     The opinions set forth herein are qualified as stated therein and are
qualified further by the following:

     a.    This opinion is based upon existing laws, ordinances and regulations
in effect as of the date hereof and as they presently apply.
<PAGE>

Bank of America National
  Trust and Savings Association
October   , 1996
Page 3

     b.    We express no opinion as to the effect of the laws of any state or
jurisdiction other than the State of California and the laws of the United
States of America upon the transactions described herein.

     c.    We have assumed, without independent investigation, the competency of
the signatories to the Loan Documents, the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to original documents of all documents submitted to us as certified or
photostatic copies.

     d.    We have assumed, without independent investigation, that (i) the Loan
Documents have been duly authorized, executed and delivered by all of the
parties thereto, are within their respective corporate powers, and that each of
the parties to the Loan Documents is in compliance with all applicable laws,
rules and regulations governing the conduct of each such party's respective
businesses and this transaction, (ii) the Loan Documents will be enforced in
circumstances and in a manner which are commercially reasonable, (iii) the
parties to the Loan Documents are not subject to any statute, rule or regulation
or any impediment that requires them to obtain the consent of, or to make any
declaration or filing with, any governmental authority in connection with the
transactions contemplated by the Loan Documents, (iv) all terms, provisions and
conditions relating to the transaction referred to in this opinion letter are
correctly and completely reflected in the Loan Documents, and there are no
documents or agreements (other than the Loan Documents), between or among any of
the parties thereto and/or others which would expand or otherwise modify the
respective rights and obligations of the parties as set forth in the Loan
Documents or which would have an effect on the opinions rendered herein, and (v)
all of the Loan Documents are valid, binding and enforceable as to each of the
Banks.

     e.    In rendering this opinion, with your permission and without
independent investigation (unless otherwise noted), we are making and relying on
the following additional assumptions:

           i.  Each of the parties to the Loan Documents is (i) duly organized,
     validly existing and in good standing under the laws of its jurisdiction of
     formation and has all requisite power and authority to carry on its
     business as now conducted, to enter into the Loan Documents, and to carry
     out the terms of the Loan Documents and (ii) duly qualified to do business
     and in good standing in the State of California.

           ii.  Neither Borrower nor any Bank now contemplate, nor did any of
     them originally negotiate, a joint venture, partnership or other similar
     relationship prior to the structuring of this Loan; and the Loan is
     intended to create, as between Borrower and Banks, a relationship solely
     that of debtor and creditor.
<PAGE>

Bank of America National
  Trust and Savings Association
October   , 1996
Page 4

           iii.  Each of the Banks has timely satisfied all of the requirements
     imposed upon such parties under the laws of the State of California or any
     political subdivision thereof with respect to the filing of tax returns,
     the submission of any required informational reports, or the obtaining of
     business licenses, and each has timely paid all taxes and fees due to the
     State of California or any political subdivision thereof, including; but
     not limited to, income, franchise, insurance, excise or sales and use
     taxes.

           iv.  There is no action, proceeding or investigation pending or
     threatened against or affecting any Bank, Borrower or SFPP, before any
     court or commission, arbitrator, administrative agency or other
     governmental instrumentality or authority which, if adversely decided,
     would adversely affect the validity or enforceability of the Loan
     Documents.

           v.  The proceeds of the Loan will be disbursed in accordance with the
     terms of the Loan Documents.

           vi.  Each California Deed of Trust and California Assignment of
     Leases will be duly and timely recorded in the office of the county
     recorder of the County in which the Property to be encumbered by such Loan
     Document is located and the California UCC-1s will be duly and timely filed
     with the California Secretary of State.

           vii.  At all times material to our opinions, goods included in the
     Collateral are located in the State of California.

           viii.  Other than the Anaheim Office Property, Borrower has or will
     have an interest of record in each applicable Property at the time of the
     recording of the California Deed of Trust and the California Assignment of
     Leases for such Property, and SFPP has or will have an interest of record
     in the Anaheim Office Property at the time of recording of the California
     Deed of Trust and California Assignment of Leases for the Anaheim Office
     Property.

           ix.  The granting of a security interest in the Collateral which
     constitutes personal property ("Personal Property") consisting of a
     governmental permit, license or other authorization is not prohibited or
     restricted by law.

           x.  The granting of a security interest in Personal Property
     consisting of rights under a contract is not restricted by the terms of
     such contract or by law.
<PAGE>

Bank of America National
  Trust and Savings Association
October   , 1996
Page 5

           xi.  At all times material to our opinions, Borrower has "rights" in
     the Personal Property within the meaning of Section 9203(1)(c) of the
     California Uniform Commercial Code.

           xii.  At all times material to our opinions, Borrower's and SFPP's
     places of business, or if Borrower and/or SFPP have more than one place of
     business, their chief executive offices, are located in the State of
     California.

           xiii.  Each of the Banks is either (a) a national bank duly organized
     and operating under the laws of the United States or (b) a foreign (other
     nation) bank, which at the time it makes the Loan (or executes a contract
     therefor), has assets of at least $100,000,000.00, (1) is licensed to
     maintain an office in California, (2) is licensed or is otherwise
     authorized by another state to maintain an agency or branch office in that
     state, or (3) maintains a federal agency or federal branch in any state.

     f.    The opinions hereafter expressed are qualified to the extent that:
(i) the characterization of, and the enforceability of any rights or remedies
in, any agreement or instrument may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or transfer,
equitable subordination, or similar laws and doctrines affecting the rights of
creditors generally and general equitable principles; (ii) the availability of
specific performance, injunctive relief or any other equitable remedy is subject
to the discretion of a court of competent jurisdiction; and (iii) the provisions
of any document, agreement or instrument that (A) may require indemnification or
contribution for liabilities in respect to the negligence or wrongful conduct of
the indemnified party or its representatives or agents, (B) purport to confer,
waive or consent to the jurisdiction of any court, or (C) waive any right
granted by common or statutory law, may be unenforceable as against public
policy.

     g.    Requirements in the Loan Documents specifying that provisions thereof
may only be waived in writing may not be valid, binding or enforceable to the
extent that an oral agreement or an implied agreement by trade practice or
course of conduct has been created modifying any provision of such documents.

     h.    We have not undertaken any independent review of (i) the status of
zoning of any Property, (ii) compliance of any Property with applicable health,
safety, zoning, building, environmental, pollution or other law or regulation,
(iii) title or ownership of any real or personal property, (iv) the creation,
existence or priority of liens under the Loan Documents or the effect of the
absence of such perfection or priority, or (v) the impact on any of the Loan
Documents or this transaction of any Federal or California banking, employee
benefits, securities, taxation or so called blue sky law, code or regulation,
and we render no opinion with respect to any of the foregoing.
<PAGE>

Bank of America National
  Trust and Savings Association
October   , 1996
Page 6

     i.  The opinions expressed herein are funkier subject to and limited by the
following:

           (i) Certain provisions contained in the Loan Documents may be limited
     or rendered ineffective by California laws or judicial decisions governing
     such provisions, but such laws and judicial decisions do not render the
     Loan Documents invalid as a whole, and in the event of a material breach of
     a material covenant contained in the Loan Documents, there exist, in the
     Loan Documents or pursuant to applicable law, legally adequate remedies for
     realization of the principal benefits and/or security intended to be
     provided by the Loan Documents;

           (ii) Any failure by Banks or Administrative Agent to comply with
     statutory or other legal requirements in the foreclosure or sale of any mal
     or personal property security for the Loan, including, without limitation,
     (A) California Code of Civil Procedure ("CCP") (S)(S) 580a, 580b and 580d,
     respectively, which (1) limit any deficiency after judicial foreclosure to
     the excess of the debt over the fair market value of the foreclosed
     property at the time of sale and (2) prevent deficiency judgments after a
     nonjudicial or trustee's foreclosure sale pursuant to a power of sale, (B)
     Civil Code ("CC") (S)(S) 2924, 2924b and 2924c, which require that certain
     procedures be followed by the holder of a deed of trust, which procedures
     are designed to protect the rights of the borrower and certain other
     persons to reinstate the obligations secured by the deed of trust under
     certain circumstances, and (C) CCP (S) 726 and (S) 9501(4) of the
     California Uniform Commercial Code, which provisions relate to and specify
     the procedures for the sale of encumbered property, the application of
     proceeds, the rendition in certain cases of a deficiency judgment and other
     related matters. We advise you that in an action or proceeding to recover
     on a debt or other obligation secured by real or real and personal
     property, the debtor may require the creditor to exhaust all of its
     security before a personal judgment may be obtained against the debtor for
     a deficiency. We also advise you that failure to comply with those
     provisions (including any attempt to exercise any statutory, equitable or
     contractual right of set off with respect to any funds of the Borrower or
     SFPP which may be deposited with the Banks or Administrative Agent, as
     applicable, from time to time) may result in the loss of the liens on, and
     security interests in, the real property that is described in the
     California Deeds of Trust. The enforceability of any "environmental
     provision" contained in any of the Loan Documents is also limited by, and
     also subject to Banks' and Administrative Agent's, as applicable,
     compliance with, statutory or other legal requirements, including, without
     limitation, CCP  564, 726.5 and 736, and CC (S) 2929.5. As used above, the
     term "environmental provision" has the meaning set forth in CCP (S)
     736(f)(2);
<PAGE>

Bank of America National
  Trust and Savings Association
October   , 1996
Page 7

           (iii)  Laws regulating the types of transactions that can be properly
     entered into by Banks and Administrative Agent, or the legal lending limits
     applicable to any of the Banks;

           (iv)   The effect of CC (S) 1671(b) on the enforceability of the
     prepayment fee provisions of the Loan Documents; and

           (v)    The effect of any Bank's failure to obtain any regulatory
     approvals that may be required by the Federal Reserve, Comptroller of the
     Currency or any other domestic or foreign governmental institution or
     agency with regulatory authority over any Bank in order for such Bank to
     exercise and enforce any or all of its rights in any Property or the
     Personal Property.

     j.    We express no opinion as to (i) whether the Deeds of Trust or
Assignments of Leases, following execution and delivery thereof, will be duly
recorded as to any Property; (ii) the enforceability of a security interest in
any Personal Property excluded from the California Uniform Commercial Code by
Section 9104 thereof; (iii) the accuracy or legal sufficiency of the description
of any Property or Personal Property contained in any of the Loan Documents;
(iv) the effect of any regulation, law, covenant or agreement relating to
zoning, building codes, use, occupancy, subdivision or environmental control
requirements as applied to any Personal Property or any Property; (v) the
accuracy or completeness of any description of any Property or any Personal
Property described in any of the Loan Documents; (vi) the characterization in
the Loan Documents of any collateral for the Loan as mal property, personal
property or fixtures; (vii) the enforceability of any provision in the Loan
Documents imposing prepayment premiums or charges, late payment charges or an
increase in the applicable interest rate under the Loan in the event of
delinquency or default if and to the extent any of the foregoing would
constitute a penalty or forfeiture; (viii) the enforceability of any provision
pursuant to which Borrower agrees to make payments without set-off, defense or
counterclaim; (ix) provisions which specify the manner of foreclosure or
exercise of remedies in respect of deposit accounts insofar as the California
Uniform Commercial Code does not address the same; (x) provisions to the effect
that rights or remedies are not exclusive, that every right or remedy is
cumulative and may be exercised in addition to or with any other right or
remedy, that the election of some particular remedy or remedies does not
preclude recourse to one or another remedy or that failure to exercise or delay
in exercising rights or remedies will not operate as a waiver of any such right
or remedy; (xi) provisions with respect to the arbitration of disputes; (xii)
provisions purporting to waive statutory rights, including the right to receive
notice or to be allowed to cure, reinstate or redeem in the event of default, to
the extent such rights are not waivable under applicable law; (xiii) provisions
purporting to waive any applicable statutes of limitation or any right to a jury
trial or purporting to appoint Administrative Agent or the Bank's as Borrower's
or SFPP's attorney in fact; (xiv) provisions authorizing any Bank or
<PAGE>

Bank of America National
  Trust and Savings Association
October   , 1996
Page 8

Administrative Agent to set off and apply any deposits at any time held, and any
other indebtedness at any time owing, by such Bank or Administrative Agent, to
or for the account of Borrower, or (xv) the enforceability of any of the Arizona
Loan Documents, the Oregon Loan Documents, the Texas Loan Documents and/or the
Illinois Loan Documents (except, with respect to the Illinois Loan Documents, as
specifically set forth in our separate opinion of even date herewith addressing
matters of Illinois law only).

     k.    For your further information, we call your attention to, but offer no
opinion as to the effect on the Loan Documents of, the following:

           i.  CC (S) 2954.5 provides that before any default, delinquency or
     late payment charge may be assessed for a loan secured by real property,
     certain notices and, in some cases, an opportunity to cure the delinquency
     must be given the borrower; and

           ii.  CC (S) 2954.1 imposes limits on the impounding of taxes and
     insurance premiums.

     1.    We advise you, with respect to the SFPP Documents, of statutory
provisions and case law of the State of California to the effect that a surety
may be exonerated if the creditor modifies the original obligation of the
principal without the consent of the guarantor, elects remedies for default that
may impair the subrogation nights of the guarantor against the principal or
otherwise takes any action without notifying the guarantor which materially
prejudices the guarantor unless the guarantor validly waives such rights.

     Based on the foregoing, and in reliance thereon, but subject to the
assumptions, limitations and qualifications expressed herein, we are of the
opinion that:

     1)    The Loan Documents to which Borrower is a party constitute legally
valid and binding obligations of Borrower, enforceable in accordance with their
respective terms.

     2)    The Loan Documents to which SFPP is a party constitute legally valid
and binding obligations of SFPP, enforceable in accordance with their respective
terms.

     3)    The payment by Borrower and receipt by Banks of all principal and
interest required to be paid pursuant to the terms of the Notes will not violate
the usury laws of the State of California.

     We call your attention to the fact that, although we represent Borrower and
SFPP in connection with the subject transaction, our engagement has been limited
to specific matters as to which we have been consulted.
<PAGE>

Bank of America National
  Trust and Savings Association
October   , 1996
Page 9

     This opinion is limited to the matters stated herein. We disavow any
obligation to update this opinion or advise you of any changes in our opinion in
the event of changes in applicable laws or facts or if additional or newly
discovered information is brought to our attention. This opinion is provided to
you as a legal opinion only and not as a guaranty or warranty of the matters
discussed herein or in the documents referred to herein. No opinion may be
inferred or implied beyond the matters expressly stated herein and no portion of
this opinion may be quoted or in any other way published without the prior
written consent of the undersigned. Further, this opinion may be relied upon
only by the Banks and not by any other party.

                         Very truly yours,

                         RUDNICK & WOLFE



                         Michael P. Kuppersmith*

MPK: CAS

cc: Maureen Sullivan, Esq.


_________________________
*  Admitted in California and Illinois
<PAGE>

                                   EXHIBIT A
                                TO LEGAL OPINION

                         LIST OF FINANCIAL INSTITUTIONS
                         ------------------------------



1.   Bank of America National Trust and Savings Association
2.   The First National Bank of Chicago
3.   CIBC Wood Gundy Securities Corp.
4.   The Bank of Nova Scotia, San Francisco Agency
5.   The First National Bank of Boston
6.   Commerzbank AG, Los Angeles Branch
<PAGE>

                                  EXHIBIT D-2

              LEGAL OPINION OF THE ADMINISTRATIVE AGENT'S COUNSEL
              ---------------------------------------------------




                                     D-2-1
<PAGE>

                                October __, 1996



To:  Each of the Financial Institutions
     listed on Exhibit A attached hereto
               ---------
c/o Bank of America National Trust
and Savings Association,
Administrative Agent
SF National Accounts #9105
50 California Street, 11th Floor
San Francisco, California 94111

Attention:  Ms. Janice Sears, Vice President

     Re: Catellus Development Corporation ("Borrower")

Ladies and Gentlemen:

     We have served as special counsel for Borrower in Illinois in connection
with the Two Hundred Forty Million and No/100 Dollar ($240,000,000.00) secured
revolving line of credit facility ("Loan") contemplated by the Line of Credit
Loan Agreement ("Loan Agreement") dated as of October __, 1996 between Borrower,
as "Borrower", Bank of American National Trust and Savings Association ("BofA")
as a Bank and as Administrative Agent, and each of the other financial
institutions which are listed on Exhibit A attached hereto and incorporated
                                 ---------
herein by reference (each, including BofA, a "Bank" and collectively, including
BofA, the "Banks"), to be secured by certain properties located in the States of
Arizona, California, Illinois, Oregon and Texas, which are more particularly
described in the Loan Agreement and in Exhibit A to each of the Deeds of Trust
                                       ---------
(as defined in the Loan Agreement). This opinion is being delivered to you at
Borrower's request pursuant to Section 4.1.4 of the Loan Agreement.

     We have examined and relied and base our opinion on originals or copies,
certified or otherwise identified to our satisfaction, of the Loan Agreement and
each of the documents listed in Schedule A attached hereto and incorporated
                                ----------
herein by this reference ("Illinois Loan Documents") each dated as of the date
hereof, unless otherwise noted in Schedule A, and upon such matters of law as we
                                  ----------
have deemed necessary for the purposes of this opinion. The capitalized terms
used herein but not defined in this opinion or Schedule A to this opinion shall
                                               ----------
have the meanings set forth in the Loan Agreement.

     The opinions set forth herein are qualified as stated therein and are
qualified further by the following:

     a.    This opinion is based upon existing laws, ordinances and regulations
in effect as of the date hereof and as they presently apply.
<PAGE>

Bank of America National
  Trust and Savings Association
October    , 1996
       ----
Page 3



     b.    We express no opinion as to the effect of the laws of any state or
jurisdiction other than the State of Illinois and the laws of the United States
of America upon the transactions described herein.

     c.    We have assumed, without independent investigation, the competency of
the signatories to the Loan Documents, the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to original documents of all documents submitted to us as certified or
photostatic copies.

     d.    We have assumed, without independent investigation, that (i) the Loan
Documents have been duly authorized, executed and delivered by all of the
parties thereto, are within their respective corporate powers, and that each of
the parties to the Loan Documents is in compliance with all applicable laws,
rules and regulations governing the conduct of each such party's respective
businesses and this transaction, (ii) the Loan Documents will be enforced in
circumstances and in a manner which are commercially reasonable, (iii) the
parties to the Loan Documents are not subject to any statute, rule or regulation
or any impediment that requires them to obtain the consent of, or to make any
declaration or filing with, any governmental authority in connection with the
transactions contemplated by the Loan Documents, (iv) all terms, provisions and
conditions relating to the transaction referred to in this opinion letter are
correctly and completely reflected in the Loan Documents, and there are no
documents or agreements (other than the Loan Documents), between or among any of
the parties thereto and/or others which would expand or otherwise modify the
respective rights and obligations of the parties as set forth in the Loan
Documents or which would have an effect on the opinions rendered herein, (v) all
of the Loan Documents to which Borrower is a party (other than the Illinois Loan
Documents) are valid, binding and enforceable as to Borrower, and (vi) all of
the Loan Documents are valid, binding and enforceable as to each of the Banks.

     e.    In rendering this opinion, with your permission and without
independent investigation (unless otherwise noted), we are making and relying on
the following additional assumptions:

           i.  Each of the parties to the Loan Documents is duly organized,
     validly existing and in good standing under the laws of its jurisdiction of
     formation and has all requisite power and authority to carry on its
     business as now conducted, to enter into the Loan Documents, and to carry
     out the terms of the Loan Documents.

           ii.  Neither Borrower nor any Bank now contemplate, nor did any of
     them originally negotiate, a joint venture, partnership or other similar
     relationship prior to the structuring of this Loan; and the Loan is
     intended to create, as between Borrower and Banks, a relationship solely
     that of debtor and creditor.
<PAGE>

Bank of America National
  Trust and Savings Association
October    , 1996
       ----
Page 4


           iii. There is no action, proceeding or investigation pending or
     threatened against or affecting any Bank or Borrower, before any court or
     commission, arbitrator, administrative agency or other governmental
     instrumentality or authority which, if adversely decided, would adversely
     affect the validity or enforceability of the Loan Documents.

           iv.  The proceeds of the Loan will be disbursed in accordance with
     the terms of the Loan Documents.

           v.  Each Illinois Mortgage and Illinois Assignment of Leases will be
     duly and timely recorded in the office of the county recorder of the County
     in which the Property to be encumbered by such Illinois Loan Document is
     located and the Illinois UCC-1 will be duly and timely filed with the
     Illinois Secretary of State.

           vi.  At all times material to our opinions, goods included in the
     Collateral covered by the Illinois Loan Documents are located in the State
     of Illinois.

           vii.  Borrower has or will have an interest of record in each
     applicable Illinois Property at the time of the recording of the Illinois
     Mortgage for such Property.

           viii.  The granting of a security interest in the Collateral which
     constitutes personal property ("Personal Property") consisting of a
     governmental permit, license or other authorization is not prohibited or
     restricted by law.

     f.    The opinions hereafter expressed are qualified to the extent that:
(i) the characterization of, and the enforceability of any rights or remedies
in, any agreement or instrument may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or transfer,
equitable subordination, or similar laws and doctrines affecting the rights of
creditors generally and general equitable principles; (ii) the availability of
specific performance, injunctive relief or any other equitable remedy is subject
to the discretion of a court of competent jurisdiction; (iii) the provisions of
any document, agreement or instrument that (A) may require indemnification or
contribution for liabilities under the provisions of any Federal or State
securities laws or in respect to the negligence or wrongful conduct of the
indemnified party or its representatives or agents, (B) purport to confer, waive
or consent to the jurisdiction of any court, or (C) waive any right granted by
common or statutory law, may be unenforceable as against public policy, and (iv)
any provisions of the Illinois Loan Documents granting so called "self-help" or
extrajudicial remedies may not be enforceable.
<PAGE>

Bank of America National
  Trust and Savings Association
October    , 1996
       ----
Page 5


     g.    Requirements in the Illinois Loan Documents specifying that
provisions thereof may only be waived in writing may not be valid, binding or
enforceable to the extent that an oral agreement or an implied agreement by
trade practice or course of conduct has been created modifying any provision of
such documents.

     h.    We render no opinion with respect to the enforceability under
Illinois law of any provision of the Illinois Loan Documents, if any, which
provides for the compounding of interest or the payment or accrual of interest
on interest. Please note that the Illinois Supreme Court has held in Bowman v.
                                                                     ---------
Neely, 151 Ill. 37 (1894) and 137 Ill. 443 (1891) and its progeny that
-----
compounding of interest and charging interest on interest is contrary to the
public policy of the State of Illinois.

     i.    We have not undertaken any independent review of (i) the status of
zoning of any Property, (ii) compliance of any Property with applicable health,
safety, zoning, building, environmental, pollution or other law or regulation,
(iii) title or ownership of any real or personal property, (iv) the creation,
existence or priority of liens under the Illinois Loan Documents or the effect
of the absence of such perfection or priority, or (v) the impact on any of the
Illinois Loan Documents or this transaction of any Federal or Illinois banking,
employee benefits, securities, taxation or so called blue sky" law, code or
regulation, and we render no opinion with respect to any of the foregoing.

     j.    The opinions expressed herein are further subject to and limited by
the following:

           (i)    Certain provisions contained in the Illinois Loan Documents
     may be limited or rendered ineffective by Illinois laws or judicial
     decisions governing such provisions, but such laws and judicial decisions
     do not render the Illinois Loan Documents invalid as a whole, and in the
     event of a material breach of a material covenant contained in the Illinois
     Loan Documents, there exist, in the Illinois Loan Documents or pursuant to
     applicable law, legally adequate remedies for realization of the principal
     benefits and/or security intended to be provided by the Illinois Loan
     Documents;

           (ii)   Laws regulating the types of transactions that can be properly
     entered into by Banks and Administrative Agent, or the legal lending limits
     applicable to any of the Banks;

           (iii)  The effect of any Bank's failure to obtain any regulatory
     approvals that may be required by the Federal Reserve, Comptroller of the
     Currency or any other domestic or foreign governmental institution or
     agency with regulatory authority over
<PAGE>

Bank of America National
  Trust and Savings Association
October    , 1996
       ----
Page 6


     any Bank in order for such Bank to exercise and enforce any or all of its
     rights in any Property or the Personal Property.

     k.    We express no opinion as to (i) whether the Illinois Loan Documents,
following execution and delivery thereof, will be duly recorded as to any
Property; (ii) the accuracy or legal sufficiency of the description of any
Property or Personal Property contained in any of the Illinois Loan Documents;
(iv) the effect of any regulation, law, covenant or agreement relating to
zoning, building codes, use, occupancy, subdivision or environmental control
requirements as applied to any Personal Property or any Property; (v) the
accuracy or completeness of any description of any Property or any Personal
Property described in any of the Illinois Loan Documents; (vi) the
characterization in the Illinois Loan Documents of any collateral for the Loan
as real property, personal property or fixtures; (vii) provisions with respect
to the arbitration of disputes; provisions purporting to waive statutory rights,
including the right to receive notice or to be allowed to cure, reinstate or
redeem in the event of default, to the extent such rights are not waivable under
applicable law; (viii) provisions purporting to waive any applicable statutes of
limitation, objections to jurisdiction or any right to a jury trial or
purporting to appoint Administrative Agent or the Banks as Borrower's attorney-
in-fact; or (ix) the enforceability of any of the Loan Documents other than the
Illinois Loan Documents, (except, with respect to the California Loan Documents,
as specifically set forth in our separate opinion of even date herewith
addressing matters of California law only).

           l.   We express no opinion on provisions in any of the Illinois Loan
     Documents which waive the requirements of good faith, notice and commercial
     reasonableness under the Uniform Commercial Code as enacted in any state,
     which requirements cannot be waived by consent. We further advise that the
     award and the amount of attorney's fees are subject to the discretion of
     the court before which any proceeding involving the Illinois Loan Documents
     may be brought.

           m.  Notwithstanding provisions of the Illinois Loan Documents to the
     contrary, 735 ICLS 5/15-1602(b)(1992) grants a mortgagor the right, which
     is exercisable once every five years, to cure the default of a loan secured
     by real estate by payment of delinquent payments and costs within certain
     time periods specified in the statute.

     Based on the foregoing, and in reliance thereon, but subject to the
assumptions, limitations and qualifications expressed herein, we are of the
opinion that the Illinois Loan Documents constitute legally valid and binding
obligations of Borrower, enforceable in accordance with their respective terms.
<PAGE>

Bank of America National
  Trust and Savings Association
October    , 1996
       ----
Page 7


     We call your attention to the fact that, although we represent Borrower in
connection with the subject transaction, our engagement has been limited to
specific matters as to which we have been consulted.

     This opinion is limited to the matters stated herein. We disavow any
obligation to update this opinion or advise you of any changes in our opinion in
the event of changes in applicable laws or facts or if additional or newly
discovered information is brought to our attention. This opinion is provided to
you as a legal opinion only and not as a guaranty or warranty of the matters
discussed herein or in the documents referred to herein. No opinion may be
inferred or implied beyond the matters expressly stated herein and no portion of
this opinion may be quoted or in any other way published without the prior
written consent of the undersigned. Further, this opinion may be relied upon
only by the Banks and not by any other party.

                         Very truly yours,

                         RUDNICK & WOLFE


                         Michael P. Kuppersmith

MPK:cf

cc: Maureen Sullivan, Esq.
<PAGE>

                                   EXHIBIT A
                                TO LEGAL OPINION

                         LIST OF FINANCIAL INSTITUTIONS
                         ------------------------------

1.   Bank of America National Trust and Savings Association
2.   The First National Bank of Chicago
3.   CIBC Wood Gundy Securities Corp.
4.   The Bank of Nova Scotia, San Francisco Agency
5.   The First National Bank of Boston
6.   Commerzbank AG, Los Angeles Branch

                                      A-1
<PAGE>

                                   EXHIBIT E

                      ASSIGNMENT AND ACCEPTANCE AGREEMENT
                      -----------------------------------

     This ASSIGNMENT AND ACCEPTANCE AGREEMENT (the "Assignment and Acceptance")
                                                    -------------------------
dated as of _________________, 199_ is made by and between
___________________________ (the "Assignor") and ------------------------------
(the "Assignee").                 --------
 -------------


                                    RECITALS
                                    --------

     WHEREAS, the Assignor is party to that certain Line of Credit Loan
Agreement dated as of October 28, 1996 (as it may be amended, amended and
restated, modified, supplemented or renewed from time to time, the "Loan
                                                                    ----
Agreement"), among Catellus Development Corporation, a Delaware corporation (the
---------
"Borrower"), the several financial institutions from time to time party thereto
 --------
(collectively, including the Assignor, the "Banks"), and Bank of America
                                            -----
National Trust and Savings Association, as administrative agent for the Banks
(in such capacity, the "Administrative Agent"). Capitalized terms used in this
                        --------------------
Assignment and Acceptance and not defined herein have the meanings given to them
in the Loan Agreement;

     WHEREAS, the Assignor is also a party to that certain Co-Lender Agreement
dated as of October __, 1996 (as it may be amended, amended and restated,
modified, supplemented or renewed from time to time, the "Co-Lender Agreement"),
                                                          -------------------
between the Banks and the Administrative Agent;

     WHEREAS, as provided under the Loan Agreement, the Assignor has committed
to making Loans to the Borrower (collectively, the "Committed Loans") and
                                                    ---------------
participating in Letters of Credit issued by BofA for the Borrower's account in
an aggregate principal amount not to exceed $__________ (the "Commitment");
                                                              ----------

     WHEREAS, [the Assignor has made Committed Loans in the aggregate principal
amount of $____________ to the Borrower] [no Committed Loans are outstanding
under the Loan Agreement];

     WHEREAS, [no outstanding] Letters of Credit [in the aggregate outstanding
stated amount of $__________ ] have been issued by BofA for the Borrower's
account;

     WHEREAS, the Assignor wishes to assign to the Assignee [a portion] [all] of
the rights and obligations of the Assignor under the Loan Agreement in respect
of its Commitment, in an amount equal to $_______________ (the "Assigned
                                                                --------
Amount") on the terms and subject to the conditions set forth herein, and the
Assignee wishes to accept assignment of such rights and to assume such
obligations from the Assignor on such terms and subject to such conditions;

                                      E-1
<PAGE>

     NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
contained herein, the parties hereto agree as follows:

     1.    Assignment and Acceptance.
           -------------------------

          1.1  Subject to the terms and conditions of this Assignment and
Acceptance, (i) the Assignor hereby sells, transfers and assigns to the
Assignee, and (ii) the Assignee hereby purchases, assumes and undertakes from
the Assignor, without recourse and without representation or warranty (except as
provided in this Assignment and Acceptance) __% (the "Assignee's Percentage
                                                      ---------------------
Share") of (A) the Commitment of the Assignor and (B) all related rights,
-----
benefits, obligations, liabilities and indemnities of the Assignor under and in
connection with the Loan Agreement, the Loan Documents and the Co-Lender
Agreement.

          1.2  With effect on and after the Effective Date (as defined in

Section 5 hereof), the Assignee shall be a party to the Loan Agreement and the
---------
Co-Lender Agreement and shall succeed to all of the rights and be obligated to
perform all of the obligations of a Bank under the Loan Agreement and the Co-
Lender Agreement, including the requirements concerning confidentiality and the
payment of indemnification, with a Commitment in an amount equal to the Assigned
Amount. The Assignee agrees that it will perform in accordance with their terms
all of the obligations which it is required to perform as a Bank under the Loan
Agreement or the Co-Lender Agreement. It is the intent of the parties hereto
that the Commitment of the Assignor shall, as of the Effective Date, be reduced
by an amount equal to the Assigned Amount and the Assignor shall relinquish its
rights and be released from its obligations under the Loan Agreement and the Co-
Lender Agreement to the extent such obligations have been assumed by the
Assignee; provided, however, that the Assignor shall not relinquish its rights
          --------
under Section 10.5 of the Loan Agreement, Section 9.4 of the Co-Lender Agreement
      ------------                        -----------
or the Environmental Indemnity to the extent such rights relate to the time
prior to the Effective Date.

          1.3  After giving effect to the assignment and assumption set forth
herein, on the Effective Date the Assignor's Commitment will be $__________.

          1.4  After giving effect to the assignment and assumption set forth
herein, on the Effective Date the Assignee's Commitment will be $__________.

     2.    Payments.

          2.1  As consideration for the sale, assignment and transfer
contemplated in Section 1 hereof, the Assignee shall pay to the Assignor on the
                ---------
Effective Date in immediately available funds an amount equal to $___________,
representing the Assignee's Pro Rata Share of the principal amount of all
Committed Loans.

          2.2  The [Assignor] [Assignee] further agrees to pay to the
Administrative Agent a processing fee in the amount specified in Section 10.6.1
                                                                 --------------
of the Loan Agreement.

                                      E-2
<PAGE>

     3.    Reallocation of Payments.
           ------------------------

          Any interest, fees and other payments accrued to the Effective Date
with respect to the Commitment shall be for the account of the Assignor. Any
interest, fees and other payments accrued on and after the Effective Date with
respect to the Assigned Amount shall be for the account of the Assignee. Each of
the Assignor and the Assignee agrees that it will hold in trust for the other
party any interest, fees and other amounts which it may receive to which the
other party is entitled pursuant to the preceding sentence and pay to the other
party any such amounts which it may receive promptly upon receipt.

     4.    Independent Credit Decision.
           ---------------------------

     The Assignee (a) acknowledges that it has received a copy of the Loan
Agreement and the Schedules and Exhibits thereto, together with copies of the
most recent financial statements referred to in Section 6.1 of the Loan
                                                -----------
Agreement, and such other documents and information as it has deemed appropriate
to make its own credit and legal analysis and decision to enter into this
Assignment and Acceptance; and (b) agrees that it will, independently and
without reliance upon the Assignor, the Administrative 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 and legal decisions in taking or not
taking action under the Loan Agreement and the Co-Lender Agreement.

     5.    Effective Date; Notices.
           -----------------------

          5.1  As between the Assignor and the Assignee, the effective date for
this Assignment and Acceptance shall be _____________, 199_ (the "Effective
                                                                  ---------
Date"); provided that the following conditions precedent have been satisfied on
----
or before the Effective Date:

     (a) this Assignment and Acceptance shall be executed and delivered by the
Assignor and the Assignee;

     (b) the consent of the Borrower and the Administrative Agent required for
an effective assignment of the Assigned Amount by the Assignor to the Assignee
under Section 10.6.1 of the Loan Agreement shall have been duly obtained and
      --------------
shall be in full force and effect as of the Effective Date;

     (c) the Assignee shall pay to the Assignor all amounts due to the Assignor
under this Assignment and Acceptance;

     (d) the Assignee shall have complied with Section 10.6.1 of the Loan
                                               --------------
Agreement (if applicable);

     (e) the processing fee referred to in Section 2.2 hereof and in Section
                                           -----------               -------
10.6.1 of the Loan Agreement shall have been paid to the Administrative Agent;
------
and

                                      E-3
<PAGE>

     (f) the Assignor shall have assigned and the Assignee shall have assumed a
percentage equal to the Assignee's Percentage Share of the rights and
obligations of the Assignor under the Loan Agreement and the Co-Lender
Agreement.

          5.2  Promptly following the execution of this Assignment and
Acceptance, the Assignor shall deliver to the Borrower and the Administrative
Agent for acknowledgment by the Administrative Agent, a Notice of Assignment
[substantially] in the form attached hereto as Schedule 1.
                                               ----------

     [6. Administrative Agent. [INCLUDE ONLY IF THE ASSIGNOR IS ADMINISTRATIVE
AGENT]

          6.1  The Assignee hereby appoints and authorizes the Assignor to take
such action as administrative agent on its behalf and to exercise such powers
under the Loan Agreement and the Co-Lender Agreement as are delegated to the
Administrative Agent by the Banks pursuant to the terms of the Loan Agreement or
the Co-Lender Agreement.

          6.2  The Assignee shall assume no duties or obligations held by the
Assignor in its capacity as Administrative Agent under the Loan Agreement.]

     7.    Withholding Tax.
           ---------------

          The Assignee (a) represents and warrants to the Banks, the
Administrative Agent and the Borrower that under applicable law and treaties no
tax will be required to be withheld by the Banks with respect to any payments to
be made to the Assignee hereunder, (b) agrees to furnish (if it is organized
under the laws of any jurisdiction other than the United States or any state
thereof) to the Administrative Agent and the Borrower prior to the time that the
Administrative Agent or the Borrower is required to make any payment of
principal, interest or fees hereunder, duplicate executed originals of either
U.S. Internal Revenue Service Form 4224 or U.S. Internal Revenue Service Form
1001 (wherein the Assignee claims entitlement to the benefits of a tax treaty
that provides for a complete exemption from U.S. federal income withholding tax
an all payments hereunder) and agrees to provide new Forms 4224 or 1001 upon the
expiration of any previously delivered form or comparable statements in
accordance with applicable U.S. law and regulations and amendments thereto, duly
executed and completed by the Assignee, and (c) agrees to comply with all
applicable U.S. laws and regulations with regard to such withholding tax
exemption.

     8.    Representations and Warranties.
           ------------------------------

          8.1  The Assignor represents and warrants that (i) 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 Lien or other adverse claim; (ii) it is duly
organized and existing and it has the full power and authority to take, and has
taken, all action necessary to execute and deliver this Assignment and
Acceptance and any other documents required or permitted to be executed or
delivered by it in connection with this Assignment and Acceptance and to fulfill

                                      E-4
<PAGE>

its obligations hereunder; (iii) no notices to, or consents, authorizations or
approvals of, any Person are required (other than any already given or obtained)
for its due execution, delivery and performance of this Assignment and
Acceptance, and apart from any agreements or undertakings or filings required by
the Loan Agreement, no further action by, or notice to, or filing with, any
Person is required of it for such execution, delivery or performance; and (iv)
this Assignment and Acceptance has been duly executed and delivered by it, and
constitutes the legal, valid and binding obligation of the Assignor, enforceable
against the Assignor in accordance with the terms hereof, subject, as to
enforcement, to bankruptcy, insolvency, moratorium, reorganization and other
laws of general application relating to or affecting creditors' rights and to
general equitable principles.

     8.2   The Assignor 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 Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Loan
Agreement or any other instrument or document furnished pursuant thereto. The
Assignor makes no representation or warranty in connection with, and assumes no
responsibility with respect to, the solvency, financial condition or statements
of the Borrower, or the performance or observance by the Borrower of any of its
respective obligations under the Loan Agreement or any other instrument or
document furnished in connection therewith.

     8.3   The Assignee represents and warrants that (i) it is duly organized
and existing and it has full power and authority to take, and has taken, all
action necessary to execute and deliver this Assignment and Acceptance and any
other documents required or permitted to be executed or delivered by it in
connection with this Assignment and Acceptance, and to fulfill its obligations
hereunder; (ii) no notices to, or consents, authorizations or approvals of, any
Person are required (other than any already given or obtained) for its due
execution, delivery and performance of this Assignment and Acceptance; and apart
from any agreements or undertakings or filings required by the Loan Agreement,
no further action by, or notice to, or filing with, any Person is required of it
for such execution, delivery or performance; (iii) this Assignment and
Acceptance has been duly executed and delivered by it, and constitutes the
legal, valid and binding obligation of the Assignee, enforceable against the
Assignee in accordance with the terms hereof, subject, as to enforcement, to
bankruptcy, insolvency, moratorium, reorganization and other laws of general
application relating to or affecting creditors' rights and to general equitable
principles; and (iv) it is an Eligible Assignee.

     9.    Further Assurances.
           ------------------

     The Assignor and the Assignee each hereby agree to execute and deliver such
other instruments, and take such other action, as either party may reasonably
request in connection with the transactions contemplated by this Assignment and
Acceptance, including the delivery of any notices or other documents or
instruments to the Borrower or the Administrative Agent, which may be required
in connection with the assignment and assumption contemplated hereby.

                                      E-5
<PAGE>

     10.   Miscellaneous.

          10.1 Any amendment or waiver of any provision of this Assignment and
Acceptance shall be in writing and signed by the parties hereto. No failure or
delay by either party hereto in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, and any waiver of any breach of the
provisions of this Assignment and Acceptance shall be without prejudice to any
rights with respect to any other or further breach thereof.

           10.2  All payments made hereunder shall be made without any set-off
or counterclaim.

          10.3 The Assignor and the Assignee shall each pay its own costs and
expenses incurred in connection with the negotiation, preparation, execution and
performance of this Assignment and Acceptance.

          10.4 This Assignment and Acceptance may be executed in any number of
counterparts, and all of such counterparts taken together shall be deemed to
constitute one and the same instrument.

     10.5  THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA. The Assignor and the
Assignee each irrevocably submits to the non-exclusive jurisdiction of any State
or Federal court sitting in California over any suit, action or proceeding
arising out of or relating to this Assignment and Acceptance, and irrevocably
agrees that all claims in respect of such action or proceeding may be heard and
determined in such California State or Federal court. Each party to this
Assignment and Acceptance hereby irrevocably waives, to the fullest extent it
may effectively do so, the defense of an inconvenient forum to the maintenance
of such action or proceeding.

     10.6 THE ASSIGNOR AND THE ASSIGNEE EACH HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH
THIS ASSIGNMENT AND ACCEPTANCE, THE LOAN AGREEMENT, THE CO-LENDER AGREEMENT, ANY
RELATED DOCUMENTS AND AGREEMENTS OR ANY COURSE OF CONDUCT, COURSE OF DEALING, OR
STATEMENTS (WHETHER ORAL OR WRITTEN).

     IN WITNESS WHEREOF, the Assignor and the Assignee have caused this
Assignment and Acceptance to be executed and delivered by their duly authorized
officers as of the date first above written.

                         [ASSIGNOR]

                    By: ________________________________

                                      E-6
<PAGE>

                    Title: _____________________________


                    By: ________________________________

                    Title: _____________________________

                    Address:



                         [ASSIGNEE]

                    By: _________________________________

                    Title: ______________________________


                    By: _________________________________

                    Title: ______________________________

                    Address:


                                      E-7
<PAGE>

                                                                      SCHEDULE 1
                                                                    TO EXHIBIT E
                                                                    ------------


                      NOTICE OF ASSIGNMENT AND ACCEPTANCE
                      -----------------------------------

                                                                  ________, 199_

Bank of America National Trust and
Savings Association, as Administrative Agent
50 California Street, 11th Floor
San Francisco, California 94111
Attention: Janice Sears
Vice President

Catellus Development Corporation
201 Mission Street
San Francisco, California 94105
Attention: Chief Financial Officer

Ladies and Gentlemen:



     We refer to the Line of Credit Loan Agreement dated as of October 28, 1996
(as it may be amended, amended and restated, modified, supplemented or renewed
from time to time the "Loan Agreement") among Catellus Development Corporation,
                       --------------
a Delaware corporation (the "Borrower"), the Banks referred to therein and Bank
                             --------
of America National Trust and Savings Association, as administrative agent for
the Banks (in such capacity, the "Administrative Agent"). Capitalized terms used
                                  --------------------
but not defined herein shall have the meanings given to them in the Loan
Agreement.

     1.    We hereby give you notice of, and request your consent to, the
assignment by _____________ (the "Assignor") to ________________ (the
                                  --------
"Assignee") of % of the right, title and interest of the Assignor in and to the
 --------
Loan Agreement (including, without limitation, the right, title and interest of
the Assignor in and to the Commitments of the Assignor and all outstanding Loans
made by the Assignor) pursuant to the Assignment and Acceptance Agreement
attached hereto (the "Assignment and Acceptance"). Before giving effect to such
                      -------------------------
assignment the Assignor's Commitment is $ ________________ [,] [and] the
aggregate amount of its outstanding Loans is $_________________.

     2.    The Assignee agrees that, upon receiving the consent of the
Administrative Agent and, if applicable, the Borrower to such assignment, the
Assignee will be bound by the terms of the Loan Agreement as fully and to the
same extent as if the Assignee were the Bank originally holding such interest in
the Loan Agreement.

                                      E-8
<PAGE>

     3.  The following administrative details apply to the Assignee:

     (A) Notice Address:

           Assignee name:  ____________________________
           Address:        ____________________________
                           ____________________________
                           ____________________________
           Attention:      ____________________________
           Telephone:      ____________________________
           Telecopier:     ____________________________

     (B) Assignee's Payment Instructions to the Administrative Agent:

           Account Number:  ____________________________
               At:    __________________________________
                      __________________________________
                      __________________________________
           Reference: __________________________________
           Attention: __________________________________

     4.    You are entitled to rely upon the representations, warranties and
covenants of each of the Assignor and the Assignee contained in the Assignment
and Acceptance.

          IN WITNESS WHEREOF, the Assignor and the Assignee have caused this
Notice of Assignment and Acceptance to be executed by their respective duly
authorized officials, officers or agents as of the date first above mentioned.

                    Very truly yours,

                    [NAME OF ASSIGNOR]


                    By _________________________________

                    ____________________________________
                         [Printed Name and Title]


                    By _________________________________

                    ____________________________________
                         [Printed Name and Title]


                                      E-9
<PAGE>

                    [NAME OF ASSIGNEE]


                    By __________________________________

                    _____________________________________
                         [Printed Name and Title]


                    By __________________________________

                    _____________________________________
                         [Printed Name and Title]


ACKNOWLEDGED AND ASSIGNMENT
CONSENTED TO:

CATELLUS DEVELOPMENT CORPORATION
a Delaware corporation


By ______________________________

_________________________________
  [Printed Name and Title]


BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Administrative Agent


By ______________________________

_________________________________
  [Printed Name and Title]


                                     E-10
<PAGE>

                                   EXHIBIT F

                                PROMISSORY NOTE
                                ---------------

____________$                                                  ___________, 199_
                                                       San Francisco, California

     FOR VALUE RECEIVED, the undersigned promises to pay to the order of
_____________________________ (the "Bank"), the principal amount of
                                    ----
_______________________________ DOLLARS ($____________), or such lesser
aggregate amount of Loans as may be advanced by the holder hereof and
outstanding from time to time under the Loan Agreement hereinafter described,
payable as hereinafter set forth. The undersigned promises to pay interest on
the principal amount hereof remaining unpaid from time to time from the date
hereof until the date of payment in full, payable as hereinafter set forth.

     Reference is made to the Line of Credit Loan Agreement dated as of October
28, 1996, among the undersigned, as the Borrower, Bank of America National Trust
and Savings Association, a national banking association, individually as a Bank
and as the Administrative Agent, and the other Banks referred to therein (as
amended, modified or supplemented from time to time, the "Loan Agreement").
                                                          --------------
Capitalized terms used and not otherwise defined herein shall have the meanings
defined for those terms in the Loan Agreement. This is one of the Notes referred
to in the Loan Agreement, and any holder hereof permitted under the Loan
Agreement is entitled to all of the rights, remedies, benefits and privileges
provided for in the Loan Agreement, as originally executed or as it may from
time to time be supplemented, modified, or amended. The Loan Agreement, among
other things, provides that amounts outstanding hereunder from time to time may
be repaid pursuant to the Loan Agreement and reborrowed from time to time
pursuant to the Loan Agreement, and contains provisions for acceleration of the
maturity hereof upon the occurrence of certain stated events.

     The principal indebtedness evidenced by this Note shall be payable as
provided in the Loan Agreement. This Note may be amended, modified, supplemented
or replaced, as provided in the Loan Agreement.

     Interest shall be payable on the outstanding daily unpaid principal amount
of the Bank's Loans under the Loan Agreement from the date of each such Loan
until payment in full, and shall accrue and be payable at the rates and on the
dates set forth in the Loan Agreement both before and after default and before
and after maturity and judgment, with overdue interest to bear interest at the
rate set forth in Section 2.8.3 of the Loan Agreement, in accordance with the
                  -------------
terms of the Loan Agreement, to the fullest extent permitted by applicable law.

     The amount of each payment hereunder shall be made to the Administrative
Agent at such office of the Administrative Agent as the Administrative Agent may
designate from time

                                      F-1
<PAGE>

to time, for the account of the Banks, in lawful money of the United States of
America and in immediately available funds not later than 11:00 a.m., San
Francisco time, on the day of payment (which must be a Business Day). All
payments received after 11:00 a.m., San Francisco time, on any Business Day,
shall be deemed received on the next succeeding Business Day. The Administrative
Agent, on behalf of the Banks, shall use its best efforts to keep a record of
Loans made by the Bank and payments of principal with respect to this Note, and
such records shall be presumptive evidence of the principal amount owing under
this Note.

     The undersigned hereby waives presentment, demand for payment, dishonor,
notice of dishonor, protest, notice of protest and any other notice or formality
(other than a notice expressly required by the Loan Agreement or any other Loan
Document), to the fullest extent permitted by applicable laws.

     Payment of the indebtedness evidenced by this Note is secured by, among
other things, a lien on one or more parcels of real property owned by the
undersigned.

     This Note shall be delivered to and accepted by the Administrative Agent
for the benefit of the Bank in the State of California, and shall be governed
by, and construed and enforced in accordance with, the local laws thereof.

                    CATELLUS DEVELOPMENT CORPORATION,
                    a Delaware corporation


                    By _________________________________

                    ____________________________________
                         [Printed Name and Title]


                                      F-2
<PAGE>

                                   EXHIBIT G

                          LIST OF OPERATING PROPERTIES
                          ----------------------------

           PROPERTY                            LOCATION

INDUSTRIAL
----------
4801 W. Polk Street                            Phoenix, AZ
421 W. Alameda Drive/Microage                  Tempe, AZ
Pacific Business Center                        Fremont, CA
30000 Eigenbrodt Way/SAAB                      Union City, CA
20801 & 21 Santa Fe Ave.                       Carson, CA
Multi-tenant                                   Santa Fe Spr., CA
4900 Loma Vista; 4501-78 E. 49th Street        Vernon, CA
Multi-tenant Vernon II                         Vernon, CA
Lucky Brand Dungarees                          Vernon, CA
1700, 1800 Bay Street                          Los Angeles, CA
Owens & Minor                                  City of Industry, CA
Queen Carpet                                   La Mirada, CA
Spicer's Paper                                 Santa Fe Springs, CA
State of California                            Fullerton, CA
Lot 2                                          Fullerton, CA
Lot 5/Label-Aire                               Fullerton, CA
Lot 7/Sunwest Fasteners                        Fullerton, CA
LA Times                                       Fullerton, CA
Lot 9/Day Runner                               Fullerton, CA
Insight for Living                             Anaheim, CA
LA Times                                       Anaheim, CA
Phase V                                        Anaheim, CA
Microtechnology                                Anaheim, CA
4875-87 E. LaPalma Ave.                        Anaheim, CA
2245 N. Glassell St./OC Register               Orange, CA
Iron Mountain                                  Santa Ana, CA
Building 132                                   Tustin, CA
PacifiCenter Santa Ana                         Santa Ana, CA
Dunlop                                         Ontario, CA
LA Times                                       Ontario, CA
Pepsi                                          Ontario, CA
4850 Airport Drive/Technicolor                 Ontario, CA
Ontario 400/Bridgestone                        Ontario, CA
Ontario 141/Duracell                           Ontario, CA
Interceramic                                   Garland, TX
Livermore Valley Business Park                 Livermore, CA

OFFICE
------
Multi-tenant                                   Anaheim, CA
Multi-tenant                                   Anaheim, CA

TAIL
----
Baybridge                                      Emeryville, CA
??nant                                         Anaheim, CA
???center                                      Tustin, CA
Raleigh West Retail                            Beaverton, OR
<PAGE>

                                   EXHIBIT H

                             TENANT ESTOPPEL LETTER
                             ----------------------



Bank of America, NT & SA
50 California Street. 11th Floor
National Accounts #9105
San Francisco, CA 94111

Attn:  Janice Sears
       Vice President


          Lease between _______________________________________, as Landlord,
and ______________________________________, as Tenant, dated
_____________________________, a true and correct copy of which is attached
hereto as Exhibit "A" (the "Lease").

Mesdames/Gentlemen:

           The undersigned ("Tenant"), as Tenant(s) under the Lease certifies
and agrees as follows for your reliance:

     1.    The commencement date of the Lease is _____________________.
The termination date of the Lease (not including any options to extend
referenced in paragraph
8 below) is ________________.

     2.    Tenant has accepted and is occupying the leased premises, rent
payments have commenced under the Lease and all improvements on the leased
premises have been completed by Landlord in accordance with plans and
specifications approved by Tenant.

     3.    Except as set forth in item 9 below regarding security deposits
and/or last months rent, Tenant has not paid rent or additional rent and charges
beyond the current month and agrees not to pay rent or additional rent and
charges more than one month in advance at any time.

     4.    Landlord has not granted Tenant any free rent or tenant improvement
contribution under the Lease, except as specified in the Lease, and Landlord has
not assumed nor is Landlord reimbursing Tenant for any rental obligation that
Tenant may have under any Lease.

     5.    Tenant has not advanced any funds for or on behalf of Landlord for
which Tenant has the right to deduct such sums from future rent payments under
the Lease.

     6.    The Lease is in full force and effect. There are no defaults under
the Lease on the part of either Landlord or Tenant nor do there exist any facts
or circumstances which with the passage of time or the giving of notice or both
would constitute an event of the default under the Lease on the part of either
Landlord or Tenant.

     7.    The Lease is the entire agreement between Landlord and Tenant
pertaining to the leased premises and the Lease has not been amended, except as
follows (if none, state "none"): _______________________________. All Amendments
to the Lease are attached hereto.

                                      H-1
<PAGE>

     8.    Tenant has no option to purchase, right of expansion, option to
extend, or right of first refusal, except as provided in the following sections
of the Lease:
_________________________________________.

     9.    Tenant has paid $_______________ to Landlord as a security deposit
and $__________________ to Landlord as a last months rent under the Lease.
Except for such sums, Tenant is not entitled to the return of any amounts or a
credit against future rent or other charges in any amount. No portion of the
security deposit has been applied to cure any default by Tenant under the Lease.

     10.   The fixed monthly rent under the Lease is
$_________________________________. (Base Rent Increase Schedule:
________________________________). Tenant's share of insurance, taxes and
operating expenses for the leased premises is _____%. Rent has been paid to
_______________________________.

     11.   No portion of the Premises has been subleased nor has the Lease been
assigned, except as follows (if none, state "none"):
_______________________________________.

          Tenant understands that you will rely upon this certificate in
connection with a proposed loan from you to the Landlord, and agrees that this
certificate shall remain in effect, as of the date of execution until released
by you in writing.

Dated: _____________________

                    TENANT:



                    By:

                    Its:

                                      H-2
<PAGE>

                                   EXHIBIT I

                     DESCRIPTION OF THE WOODRIDGE PROPERTY
                     -------------------------------------

PARCEL 1;
--------

That part of the Southwest 1/4 of Section 13, and that part of the Southeast 1/4
of Section 14, Township 37 North, Range 10 East of the Third Principal Meridian
described as follows:

Beginning at the Northwest corner of Lot 1 in Internationale Centre Unit No. 7,
being a subdivision according to the plat thereof recorded December 20, 1995, as
document No. R95-98866; thence South 02 degrees 40 minutes 15 seconds, East
along the West line of said Lot 1, 627.00 feet to the Southwest corner thereof;
thence South 87 degrees 19 minutes 45 seconds West along the Westerly extension
of the South line of aforesaid Lot 1, 70.00 feet; thence South 02 degrees 40
minutes 15 seconds East, 561.27 feet to the South line of the Southwest 1/4 of
Section 13, Township and Range aforesaid; thence South 87 degrees 18 minutes 26
seconds West along said South line, 1200.52 feet to the Southeast corner of
Section 14, Township and Range aforesaid; thence South 88 degrees 36 minutes 26
seconds West along the South line of Section 14, 464.89 feet to the
Southeasterly right-of-way line of Joliet Road, being a line 50.0 feet
Southeasterly (measured at right angles thereto) of the centerline thereof;
thence North 27 degrees 01 minute 08 seconds East along said East line of Joliet
Road, 37.52 feet to a point 33.00 feet Northerly, measured at right angles from
the South line of said Section 14 also being the Southwest corner of a parcel
conveyed to the State of Illinois by deed recorded September 10, 1991 as
document R91-51S78; thence North 88 degrees 36 minutes 26 seconds East along the
South line of aforesaid Parcel 28.42 feet to the Southeast corner of said
Parcel; thence North 27 degrees 01 minute 08 seconds East along the East line of
said parcel, 1543.96 feet to an angle point therein; thence North 72 degrees 01
minute 08 seconds West, along said East line 71.22 feet to the Southerly right-
of-way line of Internationale Parkway as recorded November 22, 1990, as document
No. R90-65538; thence Easterly along the following 4 courses being the Southerly
right-of-way line of aforesaid Internationale Parkway; thence South 62 degrees
58 minutes 52 seconds East, 129.86 feet; thence Easterly along a curve convex
Southeasterly, having a radius of 1228.50 feet, and arc distance of 210.27 feet
(chord to said curve bears South 67 degrees 53 minutes 04 seconds East, 210.01
feet); thence Easterly along a curved line convex Southerly, having a radius of
1028.50 feet, an arc distance of 356.91 feet (chord to said curve bears South 82
degrees 43 minutes 45 seconds East, 355.12 feet); thence North 87 degrees 19
minutes 45 seconds East, 201.62 feet to the place of beginning, in Will County,
Illinois.

PARCEL 2:
--------

Lot 1 in Internationale Centre Unit 4, being a subdivision of part of the
Southwest 1/4 of Section 13, Township 37 North, Range 10 East of the Third
Principal Meridian, according to the plat thereof recorded October 29, 1992, as
Document No. R92-86037, in Will County, Illinois.

                                       1
<PAGE>

PARCEL 3:
--------

That part of the Southwest 1/4 of Section 13, Township 37 North, Range 10 East
of the Third Principal Meridian, described as follows:


Beginning at the Southeast corner of Lot 5 in Internationale Centre Unit No. 1,
being a subdivision according to the plat thereof recorded October 3, 1990, as
Document No. R90-55142; thence South 87 degrees 19 minutes 45 seconds West,
along the South line of said Lot 5, 661.24 feet to the Southwest corner thereof,
also being a point on the East line of Internationale Centre Unit No. 7, being a
subdivision according to the plat thereof recorded December 20, 1995, as
Document No. R95-98866; thence South 02 degrees 40 minutes 14 seconds East along
said East line 193.67 feet; thence South 87 degrees 19 minutes 45 seconds West
along the South line of aforesaid Lot 1, 447.00 feet; thence South 02 degrees 40
Minutes 15 seconds East, 400 feet; thence North 87 degrees 19 minutes 45 seconds
East, 493.44 feet to the centerline of Davey Road; thence North 58 degrees 06
minutes 53 seconds East along the centerline of Davey Road, 772.41 feet to the
East line of the Southwest 1/4 of aforesaid Section 13; thence North 00 degrees
54 minutes 25 seconds West along said East line, 38.50 feet to the Southerly
line of Marmon Drive as dedicated on October 17, 1980, by Document No. R80-
27940; thence south 58 degrees 06 minutes 28 seconds West, along the Southerly
line of Marmon Drive, 76.99 feet to the Southwest corner thereof; thence North
00 degrees 54 minutes 25 seconds West along the West line of Marmon Drive,
215.85 feet to the place of beginning, in Will County, Illinois.

PARCEL 3A:
---------

Perpetual non-exclusive easement for the benefit of Parcels 1 and 3 for
pedestrian and vehicular ingress and egress, as created by Grant of Mutual and
Reciprocal Easement Rights by and between Catellus Development Corporation and
Harlem Furniture, Inc., dated December 19, 1995 and recorded December 29, 1995
as document R95-100761, over and upon the following described property:

That part of the Southwest 1/4 of Section 13, Township 37 North Range 10 East of
the Third Principal Meridian, and which part is more particularly described as
follows:

Beginning at the Northwest corner of Lot 5 of Internationale Centre Unit 1,
recorded October 3, 1990 as document number R90-55142; thence South 87 degrees
19 minutes 45 seconds West along and upon the Southerly right-of-way line of
Internationale Parkway, dedicated April 13, 1990 as document number R905538, for
a distance of 676.73 feet to the point of beginning; thence South 02 degrees 40
minutes 15 seconds East for a distance of 80.00 feet; thence North 87 degrees 19
minutes 45 seconds East for a distance of 40.00 feet; thence North 02 degrees 40
minutes 15 seconds West for a distance of 80.00 feet to a point on the Southerly
right-of-way line of said Internationale Parkway; thence South 87 degrees 19
minutes 45 seconds West along and upon said Southerly right-of-way line, for a
distance of 40.00 feet to the point of beginning, in the County of Will, State
of Illinois.

                                       2
<PAGE>

PARCEL 3B:
---------

Perpetual non-exclusive easement for the benefit of Parcels 1 and 3 for storm
sewer for constructing, reconstructing, installing, operating, inspecting,
repairing, replacing and remodeling underground storm sewer pipelines and
facilities, as created by Grant of Mutual and Reciprocal Easement Rights by and
between Catellus Development Corporation and Harlem Furniture, Inc., dated
December 19, 1995 and recorded December 29, 1995 as document R95-100762, over
and upon the following described property:

The Eest 10 feet of Lot 1 of Internationale Centre Unit 7, being a subdivision
of part of the Southwest 1/4 of Section 13, Township 37 North, Range 10 East of
the Third Principal Meridian, in Will County, Illinois, according to the plat
thereof recorded as document R95-098869.

PARCEL 3C:
---------

Perpetual non-exclusive easement for the benefit of Parcels 1 and 3 for storm
sewer ant constructing, reconstructing, installing, operating, inspecting,
repairing, maintaining, replacing and remodeling underground storm sewer
pipelines and facilities, as created by Grant of Mutual and Reciprocal Easement
Rights by and between Catellus Development Corporation and Harlem Furniture,
Inc., dated December 19, 1995 and recorded December 29, 1995 as document R95-
100763, over and upon the following described property:

The West 10 feet of Lot 1 of Internationale Centre Unit 7, being a subdivision
of part of the Southwest 1/4 of Section 13, Township 37 North, Range 10 East of
the Third Principal Meridian, in Will County, Illinois, according to the plat
thereof recorded as document R95098869.

PARCEL 4:
--------

That part of the Southwest 1/4 of Section 13, Township 37 North, Range 10 East
of the Third Principal Meridian lying Southeasterly of the centerline of Davey
Road, together with the North 30 acres of the East 1/2 of the Northwest 1/4 of
Section 24, Township 37 North, Range 10 East of the Third Principal Meridian, in
Will County, Illinois.

PARCEL 5:
--------

That part of the Southeast 1/4 of Section 13, Township 37 North, Range 10 East
of the Third Principal Meridian, described as follows:

Commencing at the Northwest corner of said Section 13, thence South 00 degrees
54 minutes 25 seconds East along and upon the West line of said Southeast 1/4,
which is also the East right-of-way line of a 66-foot wide right-of-way
dedicated for Marmon Drive per document number R80-27940, for a distance of
1320.63 feet to a point, being the point-of-intersection of Internationale
Parkway Northerly right-of-way line with the Easterly right-of-way line of

                                       3
<PAGE>

Marmon Drive, and also with said West line; thence South 46 degrees 47 minutes
20 seconds East along and upon said Northerly right-of-way line of
Internationale Parkway, as dedicated per document number R90-65538, for a
distance of 41.77 feet; thence North 87 degrees 19 minutes 45 seconds East
continuing along and upon said Northerly right-of-way line, for a distance of
520.41 feet, to the Southwest comer of Internationale Centre Unit 5, being a
subdivision according to the plat thereof recorded August 25, 1994, as document
No. R9483045, and the place of beginning; thence North 02 degrees 40 minutes 15
seconds West along and upon the West line of said subdivision, for a distance of
603.07 feet to the Northwest corner of said subdivision; thence North 87 degrees
19 minutes 45 seconds East along and upon the North line of said subdivision,
for a distance of 288.92 feet to the Northeast corner of said subdivision;
thence North 02 degrees 40 minutes 15 seconds West along the Northerly extension
of the East line of said subdivision, for a distance of 709.55 feet to a point
on the Southerly line of the railway right-of-way described in document No.
R6912954; thence South 56 degrees 55 minutes 28 seconds West along and upon said
Southerly right-of-way, 392.96 feet to the Northeast comer of the parcel of land
described in Document No. R93-22682; thence South 02 degrees 40 minutes 15
seconds East along the East line of the parcel described in Document No. R93-
22682, and its Southerly extension, for a distance of 1113.74 feet to an
intersection with the Northerly right-of-way line of aforesaid Internationale
Parkway; thence North 87 degrees 19 minutes 45 seconds East along said right-of-
way line, for a distance of 50.00 feet to the place of beginning, in the Village
of Woodridge, Will County, Illinois.

PARCEL 6:
--------

That part of the Northeast 1/4 of Section 13, Township 37 North, Range 10 East
of the Third Principal Meridian lying North of the Atchinson, Topeka and Santa
Fe RailRoad Right-of-Way, per deed recorded June 13, 1969 as document R69-12954,
and lying south of a line being 35.00 feet South of and parallel and concentric
with the centerline of the Atchinson, Topeka and Santa Fe Railroad spur track
(as measured at right angles) described as follows:

Commencing at the intersection of a line 35.00 feet south of and parallel with
the centerline of the Atchinson, Topeka and Santa Fe Railroad spur track as
measured at right angles with the Easterly property line of the Marmon/Keystone
Corporation per deed recorded November 17, 1978 as document R7846129; thence
North 87 degrees 16 minutes 37 seconds East along the last described parallel
line, 107.94 feet to the point of beginning; thence North 87 degrees 16 minutes
37 seconds East along said parallel line 211.68 feet to a point; thence south 09
degrees 56 minutes 22 seconds East 150.00 feet; thence South 16 degrees 56
minutes 08 seconds East 327.64 feet to a point on the Northerly right-of-way of
the aforementioned Atchinson, Topeka, Santa Fe Railroad, said point being 280.00
feet Northeasterly of the intersection of said Northerly right-of-way with the
North line of the South 107.00 feet (as measured at right angles) of the
Northeast 1/4 of said Section 13, as described in Document R79-42445, (as
measured along said Northerly right-of-way line); thence South 56 degrees 55
minutes 28 seconds West along said Northerly right-of-way line 288.67 feet to a
point; thence North 04 degrees 27 minutes 20 seconds West 137.09 feet to a

                                       4
<PAGE>

point of curvature; thence Northerly along a curve having a radius of 533.00
feet, convexed to the East and whose chord bears North 07 degrees 11 minutes 51
seconds West for an arc distance of 51.01 feet to a point of tangency; thence
North 09 degrees 56 minutes 22 seconds West, 527.81 feet to the point of
beginning, all in Will County, Illinois.

PARCEL 7A:
---------

That part of the Southwest 1/4 of Section 7, Township 37 North, Range 11 East of
the Third Principal Meridian, lying South of the center line of Old Joliet and
Chicago Road (now FAI-55) and West of the center line of Old Naperville and
Lemont Road (now Orchard and Murphy Road) except that part described as follows:

Commencing at the point of intersection of the West line of the East 80 acres of
the Southwest Fractional 1/4 of said Section 7 with the center line of Joliet
and Chicago Road; thence Northeasterly along the center line of said Joliet and
Chicago Road, 119.8 feet to the place of beginning; thence South parallel with
the West line of said East 80 acres of said Southwest Fractional 1/4, 251.2
feet; thence East at right angles to the last described course, 78.S feet;
thence North at right angles to the last described course, 302.8 feet, more or
less, to the center line of said Joliet and Chicago Road; thence Southwesterly
along the center line of said road, 94.13 fees, more or less, to the place of
beginning; also except that part condemned for highway purposes as Parcel 0-3 of
condemnation filed March 18, 1959, County Court, DuPage County, Illinois, Case
408-59; also except therefrom that part dedicated for road purposes by
instruments recorded as documents 409826 and 409850 in DuPage County, Illinois;
also excepting therefrom that part conveyed by grantor to Citizens Utilities
Company of Illinois by deed dated February 18, 1966, and recorded in the
recorder's office on August 4, 1967, as document number 67-28912; also excepting
that part taken for The North-South Tollway along FAI Route 55; also excepting
therefrom that part thereof lying Southerly and Easterly of that part conveyed
to the Atchison, Topeka and Santa Fe Railway Company by deed dated June 13,
1969, and recorded in the recorder's office on July 18, 1969, as document number
69-31976, in DuPage County, Illinois.

PARCEL 7B:
---------

That part of the South 1/2 of the Southeast 1/4 of Section 7, Township 37 North,
Range 11 East of the Third Principal Meridian, lying South and West of the
center line of Orchard Road; excepting therefrom that part conveyed by grantor
to the Atchison, Topeka and Santa Fe Railway Company by deed dated June 13,
1969, and recorded in recorder's office on July 18, 1969, as document number 69-
31974, and also excepting therefrom that part thereof lying Southerly of that
part conveyed to the Atchison, Topeka and Santa Fe Railway Company by deed dated
June 13, 1969, and recorded in the recorder's office on July 18, 1969, as
document number 69-31976, in DuPage County, Illinois.

PARCEL 8:
--------
                                       5
<PAGE>

The Northwest 1/4 of Section 18, Township 37 North, Range 11 East of the Third
Principal Meridian, excepting therefrom the North 142.5 feet thereof, excepting
the South 15 feet of the North 157.5 feet of the West 986.2 feet thereof, and
also excepting that part thereof lying Southeasterly of the Northwesterly line
of that part conveyed to the Atchison, Topeka and Santa Fe Railway Company by
deed dated June 13, 1969, and recorded in recorder's office on July 18, 1969, as
document 69-31974, in DuPage County, Illinois.

PARCEL 9:
--------

That part of the Northeast 1/4 of Section 18 lying South of the North 142.5 feet
thereof, North of Internationale Centre Unit No. 8 according to the plat thereof
recorded June 25, 1996 as document number R96-105972 and West of the center line
of Orchard Road; that part of the Southwest 1/4 of Section 18 lying Northerly of
the center line of Davey Road; and that part of the Northwest 1/4 of Section 18
lying South of the North 142.5 feet thereof, Southerly of the Southerly line of
that part conveyed to the Atchison, Topeka and Santa Fe Railway Company by deed
dated June 13, 1969, as document number 69-31974, (excepting from said Northwest
1/4 that part described as follows: Beginning at a point on the North line of
the Southwest 1/4 of Section 18, where it intersects the center line of Davey
Road; thence North 56 degrees 54 minutes 59 seconds East, along the center line
of Davey Road, 53.90 feet; thence North 00 degrees 55 minutes 41 seconds West,
parallel with the West line of the East 1/2 of the Northwest 1/4 of said Section
18, a distance of 609.46 feet; thence North 54 degrees 33 minutes 27 seconds
East, 1171.16 feet; thence North 89 degrees 01 minutes 40 seconds east, 464.48
feet; thence South 00 degrees 58 minutes 16 seconds East, along the East line of
the Northwest 1/4 of Section 18, a distance of 381.13 feet; thence South 57
degrees 07 minutes 46 seconds West along the old center line of Davey Road (now
vacated), 310.96 feet; thence South 00 degrees 58 minutes 16 seconds East along
the West line of the East 264 feet of the Northwest 1/4 of said Section 18, a
distance of 757.33 feet; thence South 89 degrees 06 minutes 49 seconds West,
along the South line of the Northwest 1/4 of said Section 18, a distance of
1212.11 feet to the point of beginning) (and also excepting Lot 1 in
Internationale Centre Unit Number 8, being a subdivision of part of the
Northeast 1/4 and Northwest 1/4 of Section 18, according to the plat thereof
recorded June 25, 1996 as document number R96 105972, all in Township 37 North,
Range 11 East of the Third Principal Meridian, in DuPage County, Illinois.

PARCEL 10:
---------

That part of the Northeast 1/4 (except the North 142.50 feet thereof) of Section
18, Township 37 North, Range 11 East of the Third Principal Meridian, described
as follows:

Commencing at the Northeast corner of said Northeast 1/4 of Section 18, thence
South 00 degrees 49 minutes 43 seconds East along the East line of said
Northeast 1/4 a distance of 142.50 feet to the intersection of the South line of
the North 142.50 feet of said Northeast 1/4 with the East line of said Northeast
1/4; thence South 89 degrees 08 minutes 39 seconds West along the South line of
the North 142.50 feet of said Northeast 1/4 a distance of 1202.00 feet to the
intersection of said South line with the Northerly extension of the West

                                       6
<PAGE>

line of Internationale Centre Unit 6 recorded February 17, 1995 as Document R95-
19772; thence South 00 degrees 49 minutes 43 seconds East, parallel with the
aforesaid East line of the Northeast 1/4 and along the aforesaid Northerly
extension of the West line of Unit 6 and the West line of said Unit 6 a distance
of 435.60 feet to the point of beginning; thence continuing South 00 degrees 49
minutes 43 seconds East, along a continuation of the last described line a
distance of 554.39 feet to the Northerly right of way line of Internationale
Parkway; thence Westerly 363.23 feet along said Northerly right of way line
being the arc of a circle convex Northerly, having a radius of 1215.00 feet and
whose chord bears South 83 degrees 03 minutes 27 seconds West, 361.88 feet to a
point of tangency; thence South 74 degrees 29 minutes 35 seconds West, along
said Northerly right of way line a distance of 178.22 feet to a point of
curvature; thence continuing Westerly 90.94 feet along said Northerly right of
way line, being the arc of a circle convex Southerly, having a radius of 1185.00
feet and whose chord bears South 76 degrees 41 minutes 30 seconds West, 90.92
feet; thence North 00 degrees 49 minutes 43 seconds West, parallel with the
aforesaid East line of the Northeast 1/4 a distance of 579.86 feet; thence North
89 degrees 08 minutes 39 seconds East, parallel with the South line of the North
142.50 feet of said Northeast 1/4 a distance of 255.65 feet; thence Northerly
77.19 feet along the arc of a circle convex Westerly, having a radius of 60.00
feet and whose chord bears North 18 degrees 56 minutes 51 seconds East, 71.98
feet; thence North 00 degrees 49 minutes 43 seconds West, 9.86 feet; thence
North 89 degrees 08 minutes 39 seconds East, parallel with the South line of the
North 142.50 feet of said Northeast 1/4 a distance of 341.00 feet to the point
of beginning, in DuPage County, Illinois.

PARCEL 11:
---------

That part of the Northeast 1/4 (except the North 142.50 feet thereof) of Section
18, Township 37 North, Range 11 East of the Third Principal Meridian, described
as follows:

Commencing at the Northeast corner of said Section 18; thence South 00 degrees
49 minutes 43 seconds East, along the East line of the Northeast 1/4 of said
Section 18, a distance of 142.50 feet to the intersection of the South line of
the North 142.50 feet of said Northeast 1/4 with the East line of said Northeast
1/4, said intersection being the point of beginning; thence South 00 degrees 49
minutes 43 seconds East, along said East line, a distance of 420.86 feet to the
Northeast corner of Internationale Centre Unit 2 recorded October 1, 1990 as
document R90-131342; thence South 89 degrees 10 minutes 17 seconds West, along
the North line of said Unit 2, a distance of 592.00 feet to the Northwest corner
thereof; thence North 00 degrees 49 minutes 43 seconds West, parallel with the
East line of said Northeast 1/4 and along the Northerly extension of the West
line of said Unit 2, a distance of 420.58 feet to the South line of the North
142.50 feet of said Northeast 1/4; thence North 89 degrees 08 minutes 39 seconds
East, along said South line, a distance of 592.00 feet, to the point of
beginning, in DuPage County, Illinois.

PARCEL 12:
---------

                                       7
<PAGE>

Lots 2 and 3 in Internationale Centre Unit 12, being a subdivision of Part of
the Northwest 1/4 of Section 17, Township 37 North, Range 11 East of the Third
Principal Meridian, according to the plat thereof recorded August 28, 1996, as
document number R96-142140; together with that part of the Northeast 1/4 of
Section 18, Township and Range aforesaid, lying East of the East line (and its
Southerly extension) of Internationale Centre Unit Number 8, being a subdivision
according to the plat thereof recorded June 25, 1996, as document number
R96105972, and lying South of the Southerly right-of-way line of Internationale
Parkway (Eastbound), according to the plat of dedication recorded as document
number R90131342, all in DuPage County, Illinois.

PARCEL 13:
---------

All that part of the West 1/2 of the Southeast 1/4 and part of the East 264 feet
of the Southwest 1/4 of Section 18, Township 37 North, Range 11 East of the
Third Principal Meridian, described as follows:

Beginning at a point at the Northwest corner of the East 264 feet of the
Southwest 1/4 of said Section 18; thence South 00 degrees 58 minutes 58 seconds
East, along said West line, 610.00 feet; thence North 89 degrees 19 minutes 41
seconds East, 1589.32 feet; thence North 00 degrees 56 minutes 54 seconds West,
along the East line of the West 1/2 of the Southeast 1/4 of said Section 18, a
distance of 610.00 feet; thence South 89 degrees 22 minutes 14 seconds West,
along the North line of the Southeast 1/4 of said Section 18, a distance of
1325.69 feet; thence South 89 degrees 06 minutes 49 seconds West, along the
North line of the East 264 feet of the Southwest 1/4 of said Section 18, a
distance of 264.00 feet to the point of beginning, in DuPage County, Illinois.

                                       8
<PAGE>

                                   EXHIBIT J

              CONFIGURATION OF THE WOODRIDGE PROPERTY TAKING AREA
              ---------------------------------------------------


                                      J-1
<PAGE>




                      TOTAL HOLDING DIAGRAM NS-700-007.1


<PAGE>


                       [NS-700-007 DIAGRAM APPEARS HERE]
<PAGE>

                            DETAIL OF NS-700-007.1


<PAGE>

                               EASEMENT EXHIBIT


<PAGE>

                                   EXHIBIT K

                       LETTER OF CREDIT APPLICATION FORM
                       ---------------------------------


                                      K-1

<PAGE>

[LOGO OF BANK OF AMERICA]                                      PAGE 1 OF FORM OF
                                                       APPLICATION AND AGREEMENT
                                                    FOR STANDBY LETTER OF CREDIT



<PAGE>

                                                               PAGE 2 OF FORM OF
                                                       APPLICATION AND AGREEMENT
                                                    FOR STANDBY LETTER OF CREDIT