<PAGE>

                                                                    Exhibit 10.2

                        FIRST AMENDMENT TO LOAN AGREEMENT

         THIS FIRST AMENDMENT TO LOAN AGREEMENT (this "Amendment"), dated as of
January 11, 2001, is entered into by and among:

              (1) CATELLUS FINANCE 1, L.L.C., a Delaware limited liability
         company ("Borrower");

              (2) LASALLE BANK NATIONAL ASSOCIATION, f/k/a LaSalle National
         Bank, as trustee for the registered Holders of Prudential Mortgage
         Capital Company I, LLC, Commercial Mortgage Pass-Through Certificates,
         Series 1998-1 ("Lender");

              (3) Each of the certificateholders listed in Schedule I attached
         hereto (collectively, the "Certificateholders") comprising all of the
         holders of Certificates as defined in that certain Trust and Servicing
         Agreement dated as of November 11, 1998, by and among Prudential
         Mortgage Capital Company I, LLC, as Depositor, The Prudential Insurance
         Company of America, as Servicer, ABN AMRO Bank N.V., as Fiscal Agent,
         and LaSalle National Bank, as Trustee (the "Trust and Servicing
         Agreement"); and

              (4) THE PRUDENTIAL INSURANCE COMPANY OF AMERICA, as servicer under
         the Trust and Servicing Agreement (in such capacity, "Servicer").

                                    RECITALS

         A.   Reference is made to that certain loan agreement dated as of
October 26, 1998 between Borrower and Prudential Mortgage Capital Company, Inc.,
a Delaware corporation ("Prudential"), predecessor-in-interest to Lender (as the
same may hereinafter be consolidated, extended, modified, amended and/or
restated or renewed from time to time, the "Loan Agreement"). Pursuant to the
terms of the Loan Agreement, Prudential agreed to extend a loan (the "Loan"),
evidenced by that certain promissory note dated October 26, 1998, in the
original principal amount of THREE HUNDRED SEVENTY-THREE MILLION AND 00/100
DOLLARS ($373,000,000.00).

         B.   Prudential assigned all of its right, title and interest under the
Loan to Prudential Mortgage Capital Company I, LLC, which in turn assigned all
of its right, title and interest under the Loan to Lender in accordance with the
terms and provisions of the Trust and Servicing Agreement.

         C.   In connection with the closing of the Loan, Borrower pledged to
Prudential as collateral for the Loan, among other things, certain "Expansion
Land" comprising a portion of the Property identified as CA0712430, 1051 N.
Wineville Avenue, Ontario, California in Exhibit A to the Loan Agreement (the
"Ontario Property"); such Expansion Land, consisting of approximately 5 acres of
land, as more specifically described on Exhibit A attached hereto, is

<PAGE>

hereinafter referred to as the "Ontario Expansion Parcel" and the remaining
portion of the Ontario Property hereinafter referred to as the "Remaining
Property."

         D. Notwithstanding the requirements of Section 2.15(b) of the Loan
Agreement for the release of Expansion Land, Borrower has requested Lender, the
Certificateholders and the Servicer to amend the Loan Agreement and the
applicable mortgage to release Lender's lien to the Ontario Expansion Parcel
under the Loan Documents.

         E. Lender, the Certificateholders, and the Servicer are willing so to
amend the Loan Agreement and the applicable mortgage upon the terms and subject
to the conditions set forth herein.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the above recitals and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Borrower, Lender, the Certificateholders and the Servicer hereby
agree as follows:

         1. Definitions, Interpretation. All capitalized terms defined above and
elsewhere in this Amendment shall be used herein as so defined. Unless otherwise
defined herein, all other capitalized terms used herein shall have the
respective meanings given to those terms in the Loan Agreement, as amended by
this Amendment.

         2. Amendments to Loan Agreement. Subject to the satisfaction of the
conditions set forth in Section 5 below, (a) Section 2.15 of the Loan Agreement
is hereby amended by releasing and deleting therefrom the Ontario Expansion
Parcel, (b) Exhibit A of the Loan Agreement is hereby amended by deleting
therefrom the Ontario Expansion Parcel, and (c) Schedule 1 of the Loan Agreement
is hereby amended by deleting therefrom the Ontario Expansion Parcel.
Notwithstanding the foregoing, the release of the Ontario Expansion Parcel shall
not constitute a release of Borrower's indemnification obligations under the
Loan Agreement or under the other Loan Documents as to any matters or claims
which occurred or relate to any matters or claims which occurred on or before
the Effective Date (as defined below) with respect to the Ontario Expansion
Parcel and such obligations shall survive the release of the Ontario Expansion
Parcel from the Property Pool.

         3. Representations and Warranties of Borrower. Borrower hereby
represents and warrants to Lender, the Certificateholders and Servicer that the
following are true and correct on the date of this Amendment and that, after
giving effect to the amendment set forth in Paragraph 2 above, the following
will be true and correct on the Effective Date (as defined below):

            (a) The representations and warranties of Borrower set forth in
         Article V of the Loan Agreement and in the other Loan Documents are
         true and correct in all material respects as if made on such date
         (except for representations and warranties expressly made as of a
         specified date, which shall be true as of such date);

                                        2

<PAGE>

              (b) No Default or Event of Default has occurred and is continuing;

              (c) All of the Loan Documents are in full force and effect;

              (d) There are no existing rights, conditions or options to expand
         onto, to lease, or to purchase, all or any portion of the Ontario
         Expansion Parcel held by any tenant or any other party with an interest
         to the Remaining Property. All options, rights of first refusal or any
         other right to lease or purchase all or any portion of the Ontario
         Expansion Parcel, if any, held by any past or present tenant or any
         other person with an interest in the Ontario Property have either been
         terminated, waived or expired, such that the Ontario Expansion Parcel
         can be separated from the Remaining Property without any resulting
         adverse consequences to Lender.

              (e) The fair market value of all the Properties securing the Loan
         as of the Closing Date as listed on Schedule 1 to the Loan Agreement
         was $522,829,999, and, to Borrower's knowledge, the current fair market
         value of all the Properties currently securing the Loan as of the date
         hereof has not materially and adversely changed from the fair market
         values as of the Closing Date; and

              (f) The fair market value of the Ontario Expansion Parcel on the
         Closing Date of the Loan and the current fair market value of the
         Ontario Expansion Parcel as of the date hereof is not more than
         $1,125,000.

(Without limiting the scope of the term "Loan Documents," Borrower expressly
acknowledges in making the representations and warranties set forth in this
Paragraph 3 that, on and after the date hereof, such term includes this
Amendment.)

         4.   Representations of Servicer to Lender and Certificateholders.
Servicer hereby represents and warrants to Lender and the Certificateholders
that the following are true and correct on the date of this Amendment:

              (a) To Servicer's knowledge, the outstanding principle balance of
the Loan as of the date of this Amendment is Three Hundred Sixty-Two Million
Seven Hundred Thirty-Five Thousand Nine Hundred Eight and 75/100 dollars
($362,735,908.75);

              (b) Servicer is not receiving any loan payments or fees from
Borrower in connection with the release of the Ontario Expansion Parcel other
than for amounts intended to reimburse Servicer for costs and expenses in
handling the transaction; and

              (c) The release of the Ontario Expansion Parcel will not change
the Servicer's payment expectations with respect to the Loan.

         5.   Effective Date. The amendments effected by Paragraph 2 above shall
become effective (the "Effective Date") upon satisfaction and receipt by Lender,
the Certificateholders and Servicer of the following matters, each in form and
substance satisfactory to Lender, the Certificateholders and Servicer:

                                        3

<PAGE>

              (a) This Amendment duly executed by Borrower, Lender, the
         Certificateholders and Servicer;

              (b) A First Amendment to and Partial Release of Deed of Trust,
         Assignment of Leases and Rents, Security Agreement and Fixture Filing
         in the form of Exhibit B hereto (the "Amendment to Deed of Trust"),
         duly executed by Lender and Borrower and appropriately notarized;

              (c) A First Amendment to and Partial Release of Assignment of
         Leases and Rents in the form of Exhibit C hereto (the "Amendment to
         Assignment of Leases"), duly executed by Lender and Borrower and
         appropriately notarized;

              (d) Agreement of Catellus Development Corporation and Plato REIT
         LLC, as guarantors under the Loan, in the form of Exhibit D hereto;

              (e) Evidence that the Remaining Property complies with all
         applicable zoning, land use and similar laws, rules, regulations and
         ordinances of all Governmental Authorities having or claiming
         jurisdiction thereover, and all other applicable laws, with each such
         determination assuming the separate ownership and operation of the
         Remaining Property from the Ontario Expansion Parcel;

              (f) Evidence that (1) all zoning and subdivision approvals of
         Governmental Authorities having jurisdiction as necessary to create
         legally identifiable tracts of real property, and separate tax and
         zoning lots for all real property taxes, have been granted in respect
         of the Remaining Property; and (2) from and after the release of the
         Ontario Expansion Parcel, no acts relating to development, further
         subdivision, construction or use on the Ontario Expansion Parcel can
         affect in any respect the compliance of the Remaining Property with all
         Governmental Rules;

              (g) Copies of all existing tenant leases and amendments thereto
         for the Ontario Property and a tenant estoppel certificate from each
         tenant thereunder certifying that the tenant has no options, rights of
         first refusal, or any other right to lease, expand, develop or purchase
         all or any portion of the Ontario Expansion Parcel, and that there are
         no conditions under the lease in which the tenant could in the future
         exercise an option, or any other right to lease, expand, develop or
         purchase all or any portion of the Ontario Expansion Parcel.

              (h) Evidence that, following the release of the Ontario Expansion
         Parcel, the Remaining Property shall have available to it all necessary
         utility and other services for the development, use, occupancy and
         operation of the Remaining Property, and adequate, free, unimpeded and
         unencumbered access for pedestrian and vehicular ingress and egress
         onto all adjacent public roads;

              (i) A survey of the Ontario Expansion Parcel and of the Remaining
         Property prepared by a registered land surveyor and containing a legal
         description of the Remaining Property;

                                        4

<PAGE>

              (j) A title endorsement to Lender's title insurance policy
         insuring the lien of the Mortgage encumbering the Remaining Property
         which shall provide, inter alia, that the lien and priority of the
         Mortgage on the Remaining Property, following the recordation of the
         Amendment to Deed of Trust in the Official Records of San Bernardino
         County, California, shall be unaffected as a result of the release of
         the Ontario Expansion Parcel;

              (k) An opinion of counsel (obtained at the expense of Borrower) to
         the effect that this Amendment and the release of the Ontario Expansion
         Parcel will not cause either the Lower-Tier REMIC or the Upper Tier
         REMIC (as such terms are defined in the Trust and Servicing Agreement)
         to fail to qualify as REMIC for federal income tax purposes;

              (l) Payment of all fees and expenses payable to Lender, the
         Certificateholders and Servicer, including all attorneys' fees and
         expenses;

              (m) Confirmation that the Amendment to Deed of Trust and the
         Amendment to Assignment of Leases have been recorded in the Official
         Records of San Bernardino County, California;

              (n) Confirmation from the Rating Agencies that the release of the
         Ontario Expansion Parcel will not result in a downgrade, qualification
         or withdrawal of the ratings of the securities held by the
         Certificateholders; and

              (o) Such other evidence as Lender, the Certificateholders and
         Servicer may reasonably request to establish the accuracy and
         completeness in all material respects of the representations and
         warranties and the compliance with the terms and conditions contained
         in this Amendment and the other Loan Documents.

         6.   Effect of this Amendment. On and after the Effective Date, each
reference in the Loan Agreement and the other Loan Documents to the Loan
Agreement shall mean the Loan Agreement as amended hereby. Except as
specifically amended above, (a) the Loan Agreement and the other Loan Documents
shall remain in full force and effect and are hereby ratified and affirmed and
(b) the execution, delivery and effectiveness of this Amendment shall not,
except as expressly provided herein, operate as a waiver of any right, power, or
remedy of Lender, the Certificateholders or Servicer, nor constitute a waiver of
any provision of the Loan Agreement or any other Operative Document.

         7.   Miscellaneous.

              (a) Counterparts. This Amendment may be executed in any number of
         identical counterparts, any set of which signed by all the parties
         hereto shall be deemed to constitute a complete, executed original for
         all purposes.

              (b) Headings. Headings in this Amendment are for convenience of
         reference only and are not part of the substance hereof.

                                        5

<PAGE>

              (c) Governing Law. This Amendment shall be governed by and
         construed in accordance with the laws of the State of New York without
         reference to conflicts of law rules as provided in Section 11.16 of the
         Loan Agreement.

         IN WITNESS WHEREOF, Borrower, Lender, the Certificateholders and
Servicer have caused this Amendment to be executed as of the day and year first
above written.

BORROWER:                            CATELLUS FINANCE 1, L.L.C.,

                                     By: /s/ Ana M. Perez
                                        -------------------------------------
                                         Name: Ana M. Perez
                                              -------------------------------
                                         Title: Vice President
                                               ------------------------------

LENDER:                              LASALLE BANK NATIONAL ASSOCIATION,
                                     f/k/a LaSalle National Bank,
                                     as trustee for the registered Holders of
                                     Prudential Mortgage Capital Company I, LLC,
                                     Commercial Mortgage Pass-Through
                                     Certificates, Series 1998-1

                                     By: /s/ Brian D. Ames
                                        -------------------------------------
                                         Name: Brian D. Ames
                                              -------------------------------
                                         Title: Vice President
                                               ------------------------------

SERVICER:                            THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

                                     By: /s/ J. Michael Welborn
                                        -------------------------------------
                                         Name: J. Michael Welborn
                                              -------------------------------
                                         Title: Vice President
                                               ------------------------------

                                        6

<PAGE>

CERTIFICATEHOLDERS:                      THE PRUDENTIAL INSURANCE COMPANY
                                         OF AMERICA

                                         By:/s/ Richard D. Stewart
                                            ------------------------------------
                                            Name: Richard D. Stewart
                                                 -------------------------------
                                            Title: Managing Director
                                                  ------------------------------

                                        7

<PAGE>

                                   SCHEDULE I

                           LIST OF CERTIFICATEHOLDERS



                   The Prudential Insurance Company of America

<PAGE>

                                    EXHIBIT A

                  LEGAL DESCRIPTION OF ONTARIO EXPANSION PARCEL


THE REAL PROPERTY SITUATED IN SAN BERNARDINO COUNTY, CALIFORNIA, DESCRIBED AS
FOLLOWS:

<PAGE>

                                    EXHIBIT B

    FORM OF FIRST AMENDMENT TO DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS,
  SECURITY AGREEMENT AND FIXTURE FILING FOR RELEASE AND RECONVEYANCE OF ONTARIO
                                EXPANSION PARCEL

                                 See Attachment.

<PAGE>

                                    EXHIBIT C

                   FORM OF FIRST AMENDMENT AND PARTIAL RELEASE
                        OF ASSIGNMENT OF LEASES AND RENTS

                                 See Attachment.

<PAGE>

                                    EXHIBIT D

                        FORM OF REAFFIRMATION OF GUARANTY

                                 See Attachment.

<PAGE>


   FIRST AMENDMENT TO SUBSTITUTION OF TRUSTEE, AND PARTIAL RELEASE OF DEED OF
  TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING

                                 by and between

                           CATELLUS FINANCE 1, L.L.C.,
                      a Delaware limited liability company,

                                   as Trustor

                                       and

                       LASALLE BANK NATIONAL ASSOCIATION,
                          f/k/a LaSalle National Bank,
 as trustee for the registered Holders of Prudential Mortgage Capital Company I,
               LLC, Commercial Mortgage Pass-Through Certificates,
                                 Series 1998-1,

                                 as Beneficiary

                          Dated as of January 11, 2001

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

                     County of San Bernardino (the "County")

                        State of California (the "State")

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

                              Record and Return to:

                            Prudential Capital Group
                            Mortgage Asset Management
                          Two Ravinia Drive, Suite 1400
                             Atlanta, GA 30346-2110
                            Attention: Sherry Hughes

<PAGE>

   FIRST AMENDMENT TO, SUBSTITUION OF TRUSTEE, AND PARTIAL RELEASE OF DEED OF
  TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING

     THIS FIRST AMENDMENT TO, SUBSTITUTION OF TRUSTEE, AND PARTIAL RELEASE OF
DEED OF TRUST, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE
FILING (this "Amendment"), dated as of January 11, 2001, is entered into by and
between CATELLUS FINANCE 1, L.L.C., a Delaware limited liability company
("Trustor"), having an address at 201 Mission Street, Suite 340, San Francisco,
California 94105, and by LASALLE BANK NATIONAL ASSOCIATION, f/k/a LaSalle
National Bank, as trustee for the registered Holders of Prudential Mortgage
Capital Company I, LLC, Commercial Mortgage Pass-Through Certificates, Series
1998-1 ("Beneficiary"), having an address at 135 South LaSalle Street, Suite
1625, Chicago, Illinois 60647-4107.

                                    RECITALS

         A.    Reference is made to that certain loan agreement dated as of
October 26, 1998 between Trustor and PRUDENTIAL MORTGAGE CAPITAL COMPANY, INC.,
a Delaware corporation ("Prudential"), predecessor-in-interest to Beneficiary
(as the same may hereinafter be consolidated, extended, modified, amended and/or
restated or renewed from time to time, the "Loan Agreement"). Pursuant to the
terms of the Loan Agreement, Prudential agreed to extend a loan (the "Loan"),
evidenced by that certain promissory note dated October 26, 1998, in the
original principal amount of THREE HUNDRED SEVENTY-THREE MILLION AND 00/100
DOLLARS ($373,000,000.00), and secured by, among other things, that certain Deed
of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing
dated as of October 26, 1998, and recorded on October 28, 1998 as Document
19980458192 in the Official Records of San Bernardino County, California (the
"Ontario Deed of Trust").

          B.   As described in Section 2.15(a) of the Loan Agreement, the
Ontario Deed of Trust encumbers, among other properties, expansion land
comprising a portion of the Property identified as CA0712430, 1051 N. Wineville
Avenue, Ontario, California (Pepsi/Ontario) in Exhibit A to the Loan Agreement
(such expansion land referred to herein as the "Ontario Expansion Land").

          C.   Beneficiary and Trustor now desire to amend the Ontario Deed of
Trust to release the Ontario Expansion Land from the lien of the Ontario Deed of
Trust.

                                    AGREEMENT

     NOW, THEREFORE, in consideration of the above recitals and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Beneficiary and Trustor hereby agree as follows:

     1.   Definitions. All capitalized terms defined above and elsewhere in this
Amendment shall be used herein as so defined. Unless otherwise defined herein,
all other capitalized terms used herein shall have the respective meanings given
to those terms in the Loan Agreement.

<PAGE>

     2.   Substitution of Trustee and Partial Release of Property under Ontario
Deed of Trust. Beneficiary hereby substitutes itself as trustee under the
Ontario Deed of Trust in place of First American Title Insurance Company and
hereby releases and discharges from the lien of the Ontario Deed of Trust that
portion, and only that portion, of the real property and improvements encumbered
by the Ontario Deed of Trust which is more particularly described on Exhibit A
attached hereto and made a part hereof (the "Release Parcel"). All other
"Property" described in and currently encumbered by the Ontario Deed of Trust
shall remain encumbered by the Ontario Deed of Trust in accordance with the
terms thereof.

     3.   Effect of this Amendment. On and after the date this Amendment is
recorded in the Official Records of San Bernardino County, California, each
reference in the Loan Agreement to the Deed of Trust encumbering the property
identified as CA0712430 (Pepsi/Ontario, CA) shall mean such Deed of Trust as
amended hereby. Except as specifically amended above, (a) the Loan Agreement,
the Ontario Deed of Trust and the other Loan Documents shall remain in full
force and effect and are hereby ratified and affirmed and (b) the execution,
delivery and effectiveness of this Amendment shall not, except as expressly
provided herein, operate as a waiver of any right, power, or remedy of
Beneficiary, nor constitute a waiver of any provision of the Loan Agreement, the
Ontario Deed of Trust or any other Loan Document.

     4.   Miscellaneous.

          (a)  Counterparts. This Amendment may be executed in any number of
     counterparts, each of which shall be deemed an original, but all of which
     taken together shall constitute one and the same instrument. The signature
     page and acknowledgment of any counterpart may be removed therefrom and
     attached to any other counterpart to evidence execution thereof by all of
     the parties hereto without affecting the validity thereof.

          (b)  Headings. Headings in this Amendment are for convenience of
     reference only and are not part of the substance hereof.

          (c)  Governing Law. This Amendment shall be governed by and construed
     in accordance with the laws of the State of New York and the laws of the
     State of California as provided in the Ontario Deed of Trust.

                          [The signature page follows]

                                       -2-

<PAGE>

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

                                        TRUSTOR:

                                        CATELLUS FINANCE 1, L.L.C.,
                                        a Delaware limited liability company



                                        By: ____________________________________
                                        Name:
                                        Title:


                                        BENEFICIARY:

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        f/k/a LaSalle National Bank,
                                        as trustee for the registered Holders of
                                        Prudential Mortgage Capital Company I,
                                        LLC, Commercial Mortgage Pass-Through
                                        Certificates, Series 1998-1

                                        By: The Prudential Insurance Company of
                                            America, as Servicer



                                        By: ____________________________________
                                        Name:         J. Michael Welborn
                                        Title:          Vice President

                                       -3-

<PAGE>

                  CALIFORNIA ALL-PURPOSE NOTARY ACKNOWLEDGMENT

State of ____________                            *** OPTIONAL SECTION ***
County of____________                           CAPACITY CLAIMED BY SIGNER
On this ________ day of _________, 2001,
before me,                                Through statute does not require the
_______________________________________,  Notary to fill in he data below,
     Name, title of Officer               doing so may prove invaluable o
                                          persons relying on the document

Personally appeared ___________________,  [_]   INDIVIDUAL
                    Name(s) of Signer(s)  [_]   CORPORATE OFFICERS(S)
                                          [_]   PARTNER(S)   [_]    LIMITED
                                                             [_]    GENERAL
[_] personally known to me - OR - [_]     [_]   ATTORNEY-IN-FACT
proved to me on the basis of              [_]   TRUSTEE(S)
satisfactory evidence to be the           [_]   GUARDIAN/CONSERVATOR
person(s) whose name(s) is/are            [_]   OTHER: _____________________
subscribed to the within instrument and
acknowledged to me that he/she/they
executed the same in his/her/their
authorized capacity(ies), and that by
his/her/their signature(s) on the
instrument the person(s), or the entity
upon behalf of which the person(s)
acted, executed the instrument.           SIGNER IS REPRESENTING:
                                          NAME OF PERSON(S) OR ENTITY(IES)

WITNESS my hand and official seal.

                                          __________________________________

_______________________________________
         SIGNATURE OF NOTARY

             ****************** OPTIONAL SECTION ******************

THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW:
TITLE OR TYPE OF DOCUMENT _____________________________________________________
NUMBER OF PAGES _____________ DATE OF DOCUMENT ________________________________
SIGNER(S) OTHER THAN NAMED ABOVE ______________________________________________
Though the data requested here is not required by law, it could prevent
fraudulent reattachment of this form.

<PAGE>

                  CALIFORNIA ALL-PURPOSE NOTARY ACKNOWLEDGMENT

State of ____________                            *** OPTIONAL SECTION ***
County of____________                           CAPACITY CLAIMED BY SIGNER
On this ________ day of _________, 2001,
before me,                                Through statute does not require the
_______________________________________,  Notary to fill in he data below,
     Name, title of Officer               doing so may prove invaluable o
                                          persons relying on the document

Personally appeared ___________________,  [_]   INDIVIDUAL
                    Name(s) of Signer(s)  [_]   CORPORATE OFFICERS(S)
                                          [_]   PARTNER(S)   [_]    LIMITED
                                                             [_]    GENERAL
[_] personally known to me - OR - [_]     [_]   ATTORNEY-IN-FACT
proved to me on the basis of              [_]   TRUSTEE(S)
satisfactory evidence to be the           [_]   GUARDIAN/CONSERVATOR
person(s) whose name(s) is/are            [_]   OTHER: _____________________
subscribed to the within instrument and
acknowledged to me that he/she/they
executed the same in his/her/their
authorized capacity(ies), and that by
his/her/their signature(s) on the
instrument the person(s), or the entity
upon behalf of which the person(s)
acted, executed the instrument.           SIGNER IS REPRESENTING:
                                          NAME OF PERSON(S) OR ENTITY(IES)

WITNESS my hand and official seal.

                                          __________________________________

_______________________________________
         SIGNATURE OF NOTARY

             ****************** OPTIONAL SECTION ******************

THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW:
TITLE OR TYPE OF DOCUMENT _____________________________________________________
NUMBER OF PAGES _____________ DATE OF DOCUMENT ________________________________
SIGNER(S) OTHER THAN NAMED ABOVE ______________________________________________
Though the data requested here is not required by law, it could prevent
fraudulent reattachment of this form.

<PAGE>
                  CALIFORNIA ALL-PURPOSE NOTARY ACKNOWLEDGMENT

State of ____________                            *** OPTIONAL SECTION ***
County of____________                           CAPACITY CLAIMED BY SIGNER
On this ________ day of _________, 2001,
before me,                                Through statute does not require the
_______________________________________,  Notary to fill in he data below,
     Name, title of Officer               doing so may prove invaluable o
                                          persons relying on the document

Personally appeared ___________________,  [_]   INDIVIDUAL
                    Name(s) of Signer(s)  [_]   CORPORATE OFFICERS(S)
                                          [_]   PARTNER(S)   [_]    LIMITED
                                                             [_]    GENERAL
[_] personally known to me - OR - [_]     [_]   ATTORNEY-IN-FACT
proved to me on the basis of              [_]   TRUSTEE(S)
satisfactory evidence to be the           [_]   GUARDIAN/CONSERVATOR
person(s) whose name(s) is/are            [_]   OTHER: _____________________
subscribed to the within instrument and
acknowledged to me that he/she/they
executed the same in his/her/their
authorized capacity(ies), and that by
his/her/their signature(s) on the
instrument the person(s), or the entity
upon behalf of which the person(s)
acted, executed the instrument.           SIGNER IS REPRESENTING:
                                          NAME OF PERSON(S) OR ENTITY(IES)

WITNESS my hand and official seal.

                                          __________________________________

_______________________________________
         SIGNATURE OF NOTARY

             ****************** OPTIONAL SECTION ******************

THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW:
TITLE OR TYPE OF DOCUMENT _____________________________________________________
NUMBER OF PAGES _____________ DATE OF DOCUMENT ________________________________
SIGNER(S) OTHER THAN NAMED ABOVE ______________________________________________
Though the data requested here is not required by law, it could prevent
fraudulent reattachment of this form.

<PAGE>

                                    EXHIBIT A

THE REAL PROPERTY SITUATED IN SAN BERNARDINO COUNTY, CALIFORNIA, DESCRIBED AS
FOLLOWS:

<PAGE>

                    FIRST AMENDMENT TO AND PARTIAL RELEASE OF
                         ASSIGNMENT OF LEASES AND RENTS

                                 by and between

                           CATELLUS FINANCE 1, L.L.C.,
                      a Delaware limited liability company,

                                   as Assignor

                                       and
                       LASALLE BANK NATIONAL ASSOCIATION,
                          f/k/a LaSalle National Bank,
 as trustee for the registered Holders of Prudential Mortgage Capital Company I,
       LLC, Commercial Mortgage Pass-Through Certificates, Series 1998-1,

                                   as Assignee

                          Dated as of January 11, 2001

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

                     County of San Bernardino (the "County")
                        State of California (the "State")

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

                              Record and Return to:

                            Prudential Capital Group
                            Mortgage Asset Management
                          Two Ravinia Drive, Suite 1400
                             Atlanta, GA 30346-2110
                            Attention: Sherry Hughes

<PAGE>

                    FIRST AMENDMENT TO AND PARTIAL RELEASE OF
                         ASSIGNMENT OF LEASES AND RENTS

     THIS FIRST AMENDMENT TO AND PARTIAL RELEASE OF ASSIGNMENT OF LEASES AND
RENTS (this "Amendment"), dated as of January 11, 2001, is entered into by and
between CATELLUS FINANCE 1, L.L.C., a Delaware limited liability company
("Assignor"), having an address at 201 Mission Street, Suite 340, San Francisco,
California 94105, and by LASALLE BANK NATIONAL ASSOCIATION, f/k/a LaSalle
National Bank, as trustee for the registered Holders of Prudential Mortgage
Capital Company I, LLC, Commercial Mortgage Pass-Through Certificates, Series
1998-1 ("Assignee"), having an address at 135 South LaSalle Street, Suite 1625,
Chicago, Illinois 60647-4107.

                                    RECITALS

                  A. Reference is made to that certain loan agreement dated as
of October 26, 1998 between Assignor and PRUDENTIAL MORTGAGE CAPITAL COMPANY,
INC., a Delaware corporation ("Prudential"), predecessor-in-interest to Assignee
(as the same may hereinafter be consolidated, extended, modified, amended and/or
restated or renewed from time to time, the "Loan Agreement"). Pursuant to the
terms of the Loan Agreement, Prudential agreed to extend a loan (the "Loan"),
evidenced by that certain promissory note dated October 26, 1998, in the
original principal amount of THREE HUNDRED SEVENTY-THREE MILLION AND 00/100
DOLLARS ($373,000,000.00), and secured by, among other things, that certain
Assignment of Leases and Rents dated as of October 26, 1998, and recorded on
October 28, 1998 as Document 19980458193 in the Official Records of San
Bernardino County, California (the "Ontario Assignment of Leases").

                  B. As described in Section 2.15(a) of the Loan Agreement, the
Ontario Assignment of Leases encumbers, among other properties, expansion land
comprising a portion of the Property identified as CA0712430, 1051 N. Wineville
Avenue, Ontario, California (Pepsi/Ontario) in Exhibit A to the Loan Agreement
(such expansion land referred to herein as the "Ontario Expansion Land").

                  C. Assignee and Assignor now desire to amend the Ontario
Assignment of Leases to release the Ontario Expansion Land from the lien of the
Ontario Assignment of Leases.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the above recitals and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Assignee and Assignor hereby agree as follows:

     1. Definitions. All capitalized terms defined above and elsewhere in this
Amendment shall be used herein as so defined. Unless otherwise defined herein,
all other capitalized terms used herein shall have the respective meanings given
to those terms in the Loan Agreement.

     2. Partial Release of Property under Ontario Assignment of Leases. Assignee
hereby releases and discharges from the lien of the Ontario Assignment of Leases
that portion,

<PAGE>

and only that portion, of the real property and improvements encumbered by the
Ontario Assignment of Leases which is more particularly described on Exhibit A
attached hereto and made a part hereof (the "Release Parcel"). All other
"Property" described in and currently encumbered by the Ontario Assignment of
Leases shall remain encumbered by the Ontario Assignment of Leases in accordance
with the terms thereof.

     3. Effect of this Amendment. On and after the date this Amendment is
recorded in the Official Records of San Bernardino County, California, each
reference in the Loan Agreement to the Assignment of Leases and Rents
encumbering the property identified as CA0712430 (Pepsi/Ontario, CA) shall mean
such Assignment of Leases and Rents as amended hereby. Except as specifically
amended above, (a) the Loan Agreement, the Ontario Assignment of Leases and the
other Loan Documents shall remain in full force and effect and are hereby
ratified and affirmed and (b) the execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power, or remedy of Assignee, nor constitute a waiver of any
provision of the Loan Agreement, the Ontario Assignment of Leases or any other
Loan Document.

     4. Miscellaneous.

        (a) Counterparts. This Amendment may be executed in any number of
     counterparts, each of which shall be deemed an original, but all of which
     taken together shall constitute one and the same instrument. The signature
     page and acknowledgment of any counterpart may be removed therefrom and
     attached to any other counterpart to evidence execution thereof by all of
     the parties hereto without affecting the validity thereof.

        (b) Headings. Headings in this Amendment are for convenience of
     reference only and are not part of the substance hereof.

        (c) Governing Law. This Amendment shall be governed by and construed
     in accordance with the laws of the State of New York and the laws of the
     State of California as provided in the Ontario Assignment of Leases.

                          [The signature page follows.]

                                       -2-

<PAGE>

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

                                       ASSIGNOR:

                                       CATELLUS FINANCE 1, L.L.C.,
                                       a Delaware limited liability company


                                       By:
                                              __________________________________
                                       Name:
                                       Title:

                                       ASSIGNEE:

                                       LASALLE BANK NATIONAL ASSOCIATION,
                                       f/k/a LaSalle National Bank,
                                       as trustee for the
                                       registered Holders of
                                       Prudential Mortgage Capital
                                       Company I, LLC, Commercial
                                       Mortgage Pass-Through
                                       Certificates, Series 1998-1

                                       By:  The Prudential Insurance Company of
                                            America, as Servicer


                                            By:
                                                   _____________________________
                                            Name:       J. Michael Welborn
                                            Title:         Vice President

                                       -3-

<PAGE>

                 CALIFORNIA ALL-PURPOSE NOTARY ACKNOWLEDGMENT

State of ____________                            *** OPTIONAL SECTION ***
County of____________                           CAPACITY CLAIMED BY SIGNER
On this ________ day of _________, 2001,
before me,                                Through statute does not require the
_______________________________________,  Notary to fill in he data below,
     Name, title of Officer               doing so may prove invaluable o
                                          persons relying on the document

Personally appeared ___________________,  [_]   INDIVIDUAL
                    Name(s) of Signer(s)  [_]   CORPORATE OFFICERS(S)
                                          [_]   PARTNER(S)   [_]    LIMITED
                                                             [_]    GENERAL
[_] personally known to me - OR - [_]     [_]   ATTORNEY-IN-FACT
proved to me on the basis of              [_]   TRUSTEE(S)
satisfactory evidence to be the           [_]   GUARDIAN/CONSERVATOR
person(s) whose name(s) is/are            [_]   OTHER: _____________________
subscribed to the within instrument and
acknowledged to me that he/she/they
executed the same in his/her/their
authorized capacity(ies), and that by
his/her/their signature(s) on the
instrument the person(s), or the entity
upon behalf of which the person(s)
acted, executed the instrument.           SIGNER IS REPRESENTING:
                                          NAME OF PERSON(S) OR ENTITY(IES)

WITNESS my hand and official seal.

                                          __________________________________

_______________________________________
         SIGNATURE OF NOTARY

             ****************** OPTIONAL SECTION ******************

THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW:
TITLE OR TYPE OF DOCUMENT _____________________________________________________
NUMBER OF PAGES _____________ DATE OF DOCUMENT ________________________________
SIGNER(S) OTHER THAN NAMED ABOVE ______________________________________________
Though the data requested here is not required by law, it could prevent
fraudulent reattachment of this form.

<PAGE>

                 CALIFORNIA ALL-PURPOSE NOTARY ACKNOWLEDGMENT

State of ____________                            *** OPTIONAL SECTION ***
County of____________                           CAPACITY CLAIMED BY SIGNER
On this ________ day of _________, 2001,
before me,                                Through statute does not require the
_______________________________________,  Notary to fill in he data below,
     Name, title of Officer               doing so may prove invaluable o
                                          persons relying on the document

Personally appeared ___________________,  [_]   INDIVIDUAL
                    Name(s) of Signer(s)  [_]   CORPORATE OFFICERS(S)
                                          [_]   PARTNER(S)   [_]    LIMITED
                                                             [_]    GENERAL
[_] personally known to me - OR - [_]     [_]   ATTORNEY-IN-FACT
proved to me on the basis of              [_]   TRUSTEE(S)
satisfactory evidence to be the           [_]   GUARDIAN/CONSERVATOR
person(s) whose name(s) is/are            [_]   OTHER: _____________________
subscribed to the within instrument and
acknowledged to me that he/she/they
executed the same in his/her/their
authorized capacity(ies), and that by
his/her/their signature(s) on the
instrument the person(s), or the entity
upon behalf of which the person(s)
acted, executed the instrument.           SIGNER IS REPRESENTING:
                                          NAME OF PERSON(S) OR ENTITY(IES)

WITNESS my hand and official seal.

                                          __________________________________

_______________________________________
         SIGNATURE OF NOTARY

             ****************** OPTIONAL SECTION ******************

THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW:
TITLE OR TYPE OF DOCUMENT _____________________________________________________
NUMBER OF PAGES _____________ DATE OF DOCUMENT ________________________________
SIGNER(S) OTHER THAN NAMED ABOVE ______________________________________________
Though the data requested here is not required by law, it could prevent
fraudulent reattachment of this form.

<PAGE>

             CALIFORNIA ALL-PURPOSE NOTARY ACKNOWLEDGMENT

State of ____________                            *** OPTIONAL SECTION ***
County of____________                           CAPACITY CLAIMED BY SIGNER
On this ________ day of _________, 2001,
before me,                                Through statute does not require the
_______________________________________,  Notary to fill in he data below,
     Name, title of Officer               doing so may prove invaluable o
                                          persons relying on the document

Personally appeared ___________________,  [_]   INDIVIDUAL
                    Name(s) of Signer(s)  [_]   CORPORATE OFFICERS(S)
                                          [_]   PARTNER(S)   [_]    LIMITED
                                                             [_]    GENERAL
[_] personally known to me - OR - [_]     [_]   ATTORNEY-IN-FACT
proved to me on the basis of              [_]   TRUSTEE(S)
satisfactory evidence to be the           [_]   GUARDIAN/CONSERVATOR
person(s) whose name(s) is/are            [_]   OTHER: _____________________
subscribed to the within instrument and
acknowledged to me that he/she/they
executed the same in his/her/their
authorized capacity(ies), and that by
his/her/their signature(s) on the
instrument the person(s), or the entity
upon behalf of which the person(s)
acted, executed the instrument.           SIGNER IS REPRESENTING:
                                          NAME OF PERSON(S) OR ENTITY(IES)

WITNESS my hand and official seal.

                                          __________________________________

_______________________________________
         SIGNATURE OF NOTARY

             ****************** OPTIONAL SECTION ******************

THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED BELOW:
TITLE OR TYPE OF DOCUMENT _____________________________________________________
NUMBER OF PAGES _____________ DATE OF DOCUMENT ________________________________
SIGNER(S) OTHER THAN NAMED ABOVE ______________________________________________
Though the data requested here is not required by law, it could prevent
fraudulent reattachment of this form.

<PAGE>

                                    EXHIBIT A

THE REAL PROPERTY SITUATED IN SAN BERNARDINO COUNTY, CALIFORNIA, DESCRIBED AS
FOLLOWS:

<PAGE>

        AGREEMENT OF CATELLUS DEVELOPMENT CORPORATION AND PLATO REIT, LLC

          This AGREEMENT OF CATELLUS DEVELOPMENT CORPORATION AND PLATO REIT, LLC
(this "Agreement") is made as of January 11, 2001, by and among CATELLUS
DEVELOPMENT CORPORATION, a Delaware corporation ("Catellus"), PLATO REIT, LLC, a
Delaware limited liability company ("Plato"), and LASALLE BANK NATIONAL
ASSOCIATION, f/k/a LaSalle National Bank, as trustee for the registered Holders
of Prudential Mortgage Capital Company I, LLC, Commercial Mortgage Pass-Through
Certificates, Series 1998-1, having an address at 135 South LaSalle Street,
Suite 1625, Chicago, Illinois 60674-4107 (the "Lender").

                                    RECITALS

          WHEREAS, CATELLUS FINANCE 1, L.L.C., a Delaware limited liability
company ("Borrower"), previously obtained a loan in the principal amount of
THREE HUNDRED SEVENTY-THREE MILLION and 00/100 Dollars ($373,000,000.00) (the
"Loan") in accordance with the terms and conditions of that certain loan
agreement dated as of October 26, 1998, between Borrower and PRUDENTIAL MORTGAGE
CAPITAL COMPANY, INC., a Delaware corporation ("Prudential"),
predecessor-in-interest to Lender under the Loan (the "Loan Agreement";
capitalized terms used and not otherwise defined herein shall have the meanings
given in the Loan Agreement); and

          WHEREAS, Catellus, as original sole member of Borrower, transferred
its membership interest in Borrower, consisting of one-hundred percent (100%) of
the limited liability company interests in Borrower, to Plato pursuant to that
certain Assignment and Assumption of Limited Liability Company Interest dated as
of July 1, 1999, between Catellus and Plato; and

          WHEREAS, Catellus executed that certain Indemnity and Guaranty
Agreement dated as of October 26, 1998 (the "Catellus Guaranty") and that
certain Hazardous Substances Indemnity Agreement dated as of October 26, 1998
(the "Catellus Environmental Indemnity"), and Plato executed that certain
Indemnity and Guaranty Agreement dated as of July 1, 1999 (the "Plato Guaranty")
and that certain Hazardous Substances Indemnity Agreement dated as of July 1,
1999 (the "Plato Environmental Indemnity"), pursuant to which Catellus and Plato
each agreed to guaranty payment and performance to Lender of certain obligations
of Borrower under the Loan; and

          WHEREAS, Borrower has requested that Lender release certain expansion
land located in San Bernardino County, California, pledged as collateral for the
Loan, comprising a portion of the Property identified as CA0712430, 1051 N.
Wineville Avenue, Ontario, California (Pepsi/Ontario) in Exhibit A to the Loan
Agreement (such expansion land referred to herein as the "Ontario Expansion
Parcel'), as described in and upon the terms and conditions set forth in that
certain First Amendment to Loan Agreement dated of even date herewith by and
among Borrower, Lender, the Certificateholders (as defined therein), and The
Prudential Insurance Company of America, as servicer ("Servicer") (the "First
Amendment to Loan Agreement"); and

          WHEREAS, as a condition to the release of the Ontario Expansion
Parcel, Lender has required that Catellus and Plato consent to the release of
the Ontario Expansion Parcel and to reaffirm each of their obligations under
their respective guaranties.

<PAGE>

          NOW, THEREFORE, to induce Lender to consent to the release of the
Ontario Expansion Parcel and in consideration of the foregoing premises and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, Catellus and Plato each hereby represents, warrants,
covenants and agrees for the benefit of Lender as follows:

                                    AGREEMENT

          1. Reaffirmation of Catellus Guaranty and Environmental Indemnity.
Catellus hereby reaffirms its obligations under the Catellus Guaranty and the
Catellus Environmental Indemnity (collectively, the "Catellus Guaranties"), and
reaffirms its waiver of each and every one of the defenses to such obligations
as set forth in the Catellus Guaranties. Catellus specifically, but not by way
of limitation, hereby further reaffirms that its obligations under the Catellus
Guaranties are separate and distinct from Borrower's obligations under the Loan
Agreement and the other Loan Documents and from Plato's obligations under the
Plato Guaranty and the Plato Environmental Indemnity in favor of Lender.

          2. Reaffirmation of Plato Guaranty and Environmental Indemnity. Plato
hereby reaffirms its obligations under the Plato Guaranty and the Plato
Environmental Indemnity (collectively, the "Plato Guaranties"), and reaffirms
its waiver of each and every one of the defenses to such obligations as set
forth in the Plato Guaranties. Plato specifically, but not by way of limitation,
hereby further reaffirms that its obligations under the Plato Guaranties are
separate and distinct from Borrower's obligations under the Loan Agreement and
the other Loan Documents and from Catellus' obligations under the Catellus
Guaranties in favor of Lender.

          3. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without reference to conflicts
of laws rules.

          4. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when executed and delivered shall be deemed to be an
original, and all such counterparts together shall constitute one and the same
instrument.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                        2

<PAGE>

          IN WITNESS WHEREOF, the undersigned have executed this Agreement of
Catellus Development Corporation and Plato REIT, LLC, as of the day and year
first above written.

                                       CATELLUS DEVELOPMENT CORPORATION, a
                                       Delaware corporation


                                       By:______________________________________
                                       Name:
                                       Title:


                                       PLATO REIT, LLC,
                                       a Delaware limited liability company


                                       By:______________________________________
                                       Name:
                                       Title:

                                       LASALLE BANK NATIONAL ASSOCIATION,
                                       f/k/a LaSalle National Bank, as trustee
                                       for the registered Holders of Prudential
                                       Mortgage Capital Company I, LLC,
                                       Commercial Mortgage Pass-Through
                                       Certificates, Series 1998-1

                                       By:  The Prudential Insurance Company of
                                            America, as Servicer

                                            By:_________________________________
                                            Name:
                                            Title:

                                        3