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                                                                   EXHIBIT 10.11

                   SECOND AMENDMENT TO LOAN AGREEMENT (POOL B)

         THIS SECOND AMENDMENT TO LOAN AGREEMENT (POOL B) (this "Second
Amendment") is made this 15th day of November, 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, as amended by that certain First Amendment to Loan
Agreement, dated July 23, 2002 (collectively, the "Loan Agreement"), pursuant to
which Lender agreed to make, and Borrower agreed to accept, a loan in the amount
of One Hundred Sixty-Six Million Eight Hundred Eighty Thousand and No/100
Dollars ($166,880,000.00), comprised of three separate funding disbursements
(the principal, interest and all other sums due and owing under the loan being
hereinafter collectively called the "Loan").

               B.  Borrower and Lender have agreed to modify the terms and
conditions of the Loan Agreement to, among other things: (i) amend the
definition for the "Pool A Loan," which, by agreement, has been increased from
$101,780,000.00 to 105,900,000.00, and (ii) amend the number of permitted
Substitutions, and Borrower and Lender are entering into this Second 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
Second 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 as follows:

         (a)   By adding:

               "`ConAgra Loan' shall mean that certain loan made by Lender
and accepted by Borrower in the principal amount of $12,520,000.00."

         (b)   By deleting the existing definition of Pool A Application in its
entirety and replacing it with the following:

                  "`Pool A Application' shall mean that certain Loan Application
and Commitment Agreement, dated March 5, 2002, between Borrower and Lender, as
amended by that certain Loan Application and Commitment Agreement Amendment,
dated June 15, 2002."

         (c)   By deleting the existing definition of Pool A Loan in its
entirety and replacing it

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with the following:

               "`Pool A Loan' shall mean the $105,900,000.00 loan made
pursuant to the Pool A Application."

         (d)   By deleting the existing definition of Third Disbursement Closing
Date in its entirety and replacing it with the following:

               "`Third Disbursement Closing Date' shall mean on or before
November 15, 2002."

         2.    The introductory paragraph of Section 3.3 of the Loan Agreement
is hereby deleted in its entirety and replaced with the following:

               "After May 1, 2004, not more than twice in a calendar year,
         and not more than an aggregate of five (5) times during the term of the
         Loan (total for this Loan, for substitutions under the Pool A Loan, and
         for substitutions under the ConAgra Loan), Borrower shall have the
         right to grant a Lien in favor of Lender (and add an "Individual
         Property" under the Loan Documents) encumbering certain of Borrower's
         properties (other than a then existing Individual Property) (the
         "Substitution Property") and obtain a release of an Individual Property
         (the "Substituted Property," and collectively, along with the
         Substitution Property, the "Substitution Properties") from the Lien of
         the Mortgage thereon and from Borrower's obligations under the Loan
         Documents (other than those expressly stated to survive) with respect
         to such Substituted Property (collectively, a "Substitution"), subject
         to satisfaction of the following to the sole satisfaction of Lender:"

         3.    Section 3.3(a) of the Loan Agreement is hereby deleted in its
entirety and replaced with the following:

               "each Substitution shall consist of not more than five (5) then
         existing Individual Properties, and all Substitutions, in the
         aggregate, shall consist of not more than fifteen (15) Individual
         Properties (including substituted properties under the Loan (as
         defined herein), substituted properties under the Pool A Loan and
         substituted properties under the ConAgra Loan);"

         4.    The provisions of the Loan Agreement and this Second 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
Second 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.

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

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

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

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         IN WITNESS WHEREOF, the parties hereto have caused this Second
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/ M.D. Fisk
                                         __________________________________
                                         Michael D. Fisk
                                         Vice President, Finance

                       [Signatures continue on next page.]

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                                  LENDER:

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


                                  BY:      /s/ Rosemarie J. Wagner
                                           ________________________________
                                           Rosemarie J. Wagner,
                                           Associate Director