<PAGE>


                   FIRST AMENDMENT TO LOAN AGREEMENT (POOL A)

         THIS FIRST AMENDMENT TO LOAN AGREEMENT (POOL A) (this "Amendment") is
made this 23rd day of July, 2002, by and between CATELLUS DEVELOPMENT
CORPORATION, a Delaware corporation ("Borrower"), and TEACHERS INSURANCE AND
ANNUITY ASSOCIATION OF AMERICA, a New York corporation ("Lender").

                                    RECITALS:

                  A. Borrower and Lender executed that certain Loan Agreement
dated March 28, 2002 (the "Loan Agreement"), pursuant to which Lender agreed to
make, and Borrower agreed to accept, a loan in the amount of One Hundred One
Million Seven Hundred Eighty Thousand and No/100 Dollars ($101,780,000.00),
comprised of two separate funding disbursements (the principal, interest and all
other sums due and owing under the loan being hereinafter collectively called
the "Loan").

                  B. Lender has made and advanced the First Disbursement under
the Loan, and is now ready to make and advance the Subsequent Disbursement of
the Loan. In connection with the Subsequent Disbursement, Borrower and Lender
are entering into this Amendment to amend the Loan Agreement upon the terms and
conditions set forth below.

                                   AGREEMENT:

         NOW THEREFORE, in consideration of the making of the Loan by Lender and
the covenants, agreements, representations and warranties set forth in this
Amendment and the other Loan Documents, the parties hereto hereby covenant,
agree, represent and warrant as follows:

         1. Section 1.1 of the Loan Agreement is hereby modified by adding the
defined term "Cash Deposit Pledge and Security Agreement" as follows:

                  "Cash Deposit Pledge and Security Agreement" shall mean that
         certain Cash Deposit Pledge and Security Agreement, dated July 23,
         2002, between Borrower and Lender."

         2. The term "Loan Documents" as defined in Section 1.1 of the Loan
Agreement is hereby deleted in its entirety and replaced with the following:

                  "Loan Documents" shall mean, collectively, this Agreement, the
         Note, each of the Mortgages, each of the Assignments, if required, the
         Letter of Credit Agreement, the Cash Deposit Pledge and Security
         Agreement, and all documents now or hereafter executed by Borrower or
         held by Lender or Trustee relating to the Loan, including all
         amendments thereto but excluding each Environmental Indemnity Agreement
         and any indemnities or guaranties delivered in connection with the
         Loan.

         3. The term "Subsequent Disbursement Closing Date" as defined in
Section 1.1 of



<PAGE>

the Loan Agreement is hereby deleted in its entirety and replaced with the
following:

                  "Subsequent Disbursement Closing Date" shall mean on or before
July 23, 2002.

         4. In order to correct the street address for Individual Property No.
A-4, Schedule 1 of the Loan Agreement is hereby deleted in its entirety and
replaced with Schedule I attached hereto.

         5. The introductory paragraph of each Section 2.1(a) of each of the
Assignments that were executed and delivered as a condition to Lender making and
advancing the First Disbursement is hereby deleted in its entirety and replaced
with the following:

                           (a) In consideration of the Debt, Borrower
         irrevocably, absolutely, presently, unconditionally and not merely as
         additional security for the payment and performance of the Obligations,
         sells, assigns, sets over and delivers to Lender the following
         property, rights, interests and estates now or in the future owned or
         held by Borrower (the "Assigned Property"), for Lender's uses and
         purposes as set forth in this Assignment, subject to the license
         granted by Lender to Borrower in this Assignment to collect and receive
         the Rents until the occurrence and during the continuance of an Event
         of Default:

         6. Notwithstanding that Borrower did not grant a first Lien in the
Expansion Parcel in favor of Lender when the Subsequent Disbursement was made
and advanced to Borrower by Lender, Section 3.2 of the Loan Agreement shall
remain in full force and effect subject to the following:

          (a) If that certain Lender-approved lot line adjustment (the "Lot Line
Adjustment"), adjusting the boundary between the Partial Release Property and
the Expansion Parcel, occurs before September 30, 2002:

                   (i) Borrower agrees that it, and its wholly-owned
subsidiaries, as applicable, shall then forthwith upon completion of the Lot
Line Adjustment grant a first Lien in the Expansion Parcel in favor of Lender
upon the terms and conditions of the Loan Documents including the Mortgage, the
Assignment, and the UCC-1 Financing Statement for the Partial Release Property,
which shall be amended to include the Expansion Parcel as part of the
"Property," "Land," and "Collateral," as applicable.

                   (ii) In addition, with respect to the Expansion Parcel, (A)
Borrower shall satisfy all the conditions and requirements for a Substitution
Property and a Substitution as set forth in Subsections 3.3(f),(g),(h),(i),(k),
and (l) of the Loan Agreement to the sole satisfaction of Lender, and (B) the
owners of all right, title and interest in the Partial Release Property shall
also be the owners of all right, title and interest in the Expansion Parcel with
identical interests thereto. Borrower's obligations pursuant to this Section
6(a)(ii) shall not affect the number of Borrower's permitted Substitutions
pursuant to Section 3.3 of the Loan Agreement.

                   (iii) When the Option Tenant's expansion rights with respect
to the Expansion Parcel lapse, and provided that the Option Tenant has not
exercised such rights, Lender will, upon Borrower's written request, and at
Borrower's sole cost, release its Lien in the Expansion


<PAGE>

Parcel, provided that Borrower shall satisfy all the conditions and requirements
set forth in Section 3.2 of the Loan Agreement to the sole satisfaction of
Lender.

          (b) If the Lot Line Adjustment has not occurred before September 30,
2002:

                   (i) Borrower agrees that it, and its wholly-owned
subsidiaries, as applicable, shall then forthwith grant a first Lien in that
certain parcel of land that includes the Expansion Parcel, as described in
Schedule II to this Amendment (the "Pre-adjustment Expansion Parcel"), in favor
of Lender upon the terms and conditions of the Loan Documents including the
Mortgage, the Assignment, and the UCC-1 Financing Statement for the Partial
Release Property, which shall be amended to include the Pre-adjustment Expansion
Parcel as part of the "Property," "Land," and "Collateral," as applicable.

                   (ii) In addition, with respect to the Pre-adjustment
Expansion Parcel, (A) Borrower shall satisfy all the conditions and requirements
for a Substitution Property and a Substitution as set forth in Subsections
3.3(f),(g),(h),(i),(k), and (l) of the Loan Agreement to the sole satisfaction
of Lender, and (B) the owners of all right, title and interest in the Partial
Release Property shall also be the owners of all right, title and interest in
the Pre-adjustment Expansion Parcel with identical interests thereto. Borrower's
obligations pursuant to this Section 6(b)(ii) shall not affect the number of
Borrower's permitted Substitutions pursuant to Section 3.3 of the Loan
Agreement.

                  (iii) Borrower shall use its best efforts to cause the Lot
Line Adjustment to be completed within a reasonable period of time.

                  (iv) When the Lot Line Adjustment occurs, Lender and Borrower
agree that Lender shall release its Lien of the Mortgage on the portion of the
Pre-adjustment Expansion Parcel that does not include the Expansion Parcel,
provided that, with respect to that portion of the Pre-adjustment Expansion
Parcel, Borrower shall satisfy all the conditions and requirements for a Release
Property and a Release as set forth in Subsections 3.1(b), (c), (d), (e), (f),
(g), (h), and (i) of the Loan Agreement to the sole satisfaction of Lender.
Borrower's obligations pursuant to this Section 6(b)(iv) shall not affect the
number of Borrower's permitted Substitutions pursuant to Section 3.3 of the Loan
Agreement.

                  (v) When the Option Tenant's expansion rights with respect to
the Expansion Parcel lapse, and provided that the Option Tenant has not
exercised such rights, Lender will, upon Borrower's written request, and at
Borrower's sole cost, release its Lien in the Expansion Parcel (or, if the Lot
Line Adjustment has not occurred, the Pre-adjustment Expansion Parcel), provided
that Borrower shall satisfy all the conditions and requirements set forth in
Section 3.2 of the Loan Agreement to the sole satisfaction of Lender.

         (c) If the Lot Line Adjustment has not been completed by August 15,
2002, Lender may thereafter incur costs, including, but not limited to, third
party reports, reasonable attorneys' fees, title, survey, engineering and
environmental costs and charges at Borrower's sole expense and otherwise conduct
its due diligence with respect to the Pre-adjustment Expansion Parcel. Borrower
shall use its best efforts to assist Lender to conduct its due diligence with
respect to the Pre-adjustment Expansion Parcel, which shall include, without
limitation, commissioning third


<PAGE>

party reports if requested by Lender. This Subsection 6(c) shall not supercede
Borrower's obligation to grant a first Lien in the Expansion Parcel, or the
Pre-adjustment Expansion Parcel, as applicable, upon the provisions of, and
according to the dates specified in, Subsections 6(a) and (b) above.

         (d) In the event that Lender conducts due diligence with respect to the
Pre-adjustment Expansion Parcel, and if that due diligence is not satisfactory
to Lender, as determined by Lender in its sole discretion, Lender may: (i)
delay, without waiving, Borrower's obligation to grant a first Lien in the
Pre-adjustment Expansion Parcel to Lender until Lender is satisfied with its due
diligence or until Borrower has completed the Lot Line Adjustment and has
granted a first Lien in the Expansion Parcel to Lender upon the provisions of
Subsections 6(a) or 6(b) above, or (ii) if for any reason Lender has not been
granted a first Lien in the Expansion Parcel to Lender upon the provisions of
Subsections 6(a) or 6(b) above before December 31, 2003, require Borrower to
exercise a Substitution of the Partial Release Property pursuant to the
provisions of Section 3.3 of the Loan Agreement.

         7. The provisions of the Loan Agreement and this Amendment shall
together constitute and be construed as one document. Any reference to the Loan
Agreement in any other document shall mean the Loan Agreement and this
Amendment, together constituted and construed as one document. Nothing herein
shall be deemed or construed to be an impairment of the lien of the Mortgages.
Except as amended hereby, the Loan Agreement and the Loan Documents remain in
full force and effect.

         8. This Amendment shall be construed under and governed by the Laws of
the State of California.

         9. Defined terms herein shall have the meaning set forth in the Loan
Agreement unless otherwise defined.

         10. Duplicate counterparts of this Amendment may be executed and
together will constitute a single original document.



<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their duly authorized representatives, all as of the day and
year first above written.

                             BORROWER:

                             CATELLUS DEVELOPMENT CORPORATION,
                             a  Delaware corporation

                             By: Catellus Commercial Development
                             Corporation, a Delaware corporation, its agent

                             BY:      /s/ Michael D. Fisk
                                      -------------------------------------
                                      Michael D. Fisk
                                      Vice President, Finance



                       [Signatures continue on next page.]



<PAGE>

                                LENDER:

                                TEACHERS INSURANCE AND ANNUITY
                                ASSOCIATION OF AMERICA, a New York corporation


                                BY:      /s/ Rosemarie J. Wagner
                                         -------------------------------------
                                Name: Rosemarie J. Wagner
                                Title: Associate Director



<PAGE>
<TABLE>
<CAPTION>

                                                          SCHEDULE I

                        (Individual Properties; First Disbursement Properties and Subsequent Disbursement
                          Properties; Allocated Loan Proceeds; Partial Release Property (Section 3.2))

   Individual          Individual           City         State         First Disbursement        Allocated Loan
  Property No.       Property Name                                     Property/Subsequent          Proceeds
                                                                          Disbursement
                                                                    Property/Partial Release
                                                                            Property
------------------ ------------------- ---------------- --------- ----------------------------- ----------------
<S>                <C>                      <C>            <C>                 <C>                       <C>
A-1                368 S. Cheryl Lane  City of             CA     First Disbursement Property    $3,800,000
                                       Industry
A-2                459 S. Cheryl Lane  City of             CA     First Disbursement Property    $6,010,000
                                       Industry
A-3                501 S. Cheryl Lane  City of             CA     Subsequent Disbursement        $16,290,000
                                       Industry                   Property
A-4                9211 Kaiser Way     Fontana             CA     Subsequent Disbursement        $24,560,000
                                                                  Property / Partial Release
                                                                  Property
A-5                8250 Milliken Ave.  Rancho              CA     First Disbursement Property    $2,720,000
                                       Cucamonga
A-6                8369 Milliken Ave.  Rancho              CA     First Disbursement Property    $12,300,000
                                       Cucamonga
A-7                8449 Milliken Ave.  Rancho              CA     Subsequent Disbursement        $13,580,000
                                       Cucamonga                  Property
A-8                8291 Milliken Ave.  Rancho              CA     First Disbursement Property    $12,330,000
                                       Cucamonga
A-9                12310 E. Slauson    Santa Fe            CA     Subsequent Disbursement        $10,190,000
                   Ave.                Springs                    Property

</TABLE>


<PAGE>

                                   SCHEDULE II

Parcel 2 of Parcel Map 15639 , in the county of San Bernardino, state of
California, as per map recorded in Book 194, page(s) 18 through 32, inclusive,
of Parcel Maps, in the office of the County Recorder of said county.