<PAGE>   1
                                                                  Exhibit 10.2.3

                               THIRD AMENDMENT TO
                      UNSECURED REVOLVING CREDIT AGREEMENT

         THIS THIRD AMENDMENT TO UNSECURED REVOLVING CREDIT AGREEMENT (the
"Amendment") is made as of November 23, 1998 by and among Bradley Operating
Limited Partnership, a Delaware limited partnership ("Borrower"), The First
National Bank of Chicago, individually and as "Administrative Agent",
BankBoston, N.A., individually and as "Co-Agent", Bank of America National Trust
& Savings Association, individually and as "Co-Agent", Fleet National Bank,
individually and as "Co-Agent", certain other lenders shown on the signature
pages of the Credit Agreement described below ("Original Lenders"), and the two
(2) additional banks identified on the signature pages of this Amendment ("New
Lenders").

                                    RECITALS

A. Borrower, Administrative Agent, Documentation Agent and Original Lenders, as
described below, entered into an Unsecured Revolving Credit Agreement dated as
of December 23, 1997, as amended by (i) a First Amendment dated as of January
31, 1998 and (ii) a Second Amendment dated as of June 30, 1998 (as so amended,
the "Credit Agreement"). All capitalized terms used herein and not otherwise
defined shall have the meanings given to them in the Credit Agreement.

B. Pursuant to the terms of the Credit Agreement, the Original Lenders agreed to
provide Borrower with a revolving credit facility in an aggregate principal
amount of up to $200,000,000, subject to future increase to $250,000,000. The
parties hereto desire to amend the Credit Agreement in order to, among other
things, (i) increase the Aggregate Commitment to $250,000,000; (ii) admit each
of the New Lenders as a "Lender" under the Credit Agreement; (iii) adjust the
respective Percentages of the Lenders; and (iv) make certain other modifications
to the Credit Agreement.

     NOW, THEREFORE, in consideration of the foregoing Recitals and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

                                   AGREEMENTS

1. The foregoing Recitals to this Amendment hereby are incorporated into and
made a part of this Amendment.

2. The "Increase Date" shall be the date on which all of the following
conditions shall have been fulfilled (or waived by the Original Lenders and New
Lenders):

         (i)  no Default or Event of Default then exists;

         (ii) Borrower shall have executed and delivered to the Administrative
     Agent for delivery to each New Lender two Notes, one in the form attached
     hereto as Exhibit B-1 in the amount of such New Lender's Commitment and one
     in the form attached hereto as Exhibit B-2 with respect to Competitive Bid
     Loans;

         (iii) as applicable, Borrower shall have executed and delivered to the
     Administrative Agent for delivery to the Original Lenders an amended and
     restated Note in the form attached hereto as Exhibit B-3 in the adjusted
     amount of such Original Lender's Commitment and a Note in the form attached
     hereto as Exhibit B-2 with respect to the Competitive Bid Loans. Upon the
     execution and delivery of the Amended and Restated Notes all corresponding
     prior Notes will be superseded and returned to Borrower; and

         (iv) Borrower shall have executed and delivered, or caused to be
     executed and delivered, to the Administrative Agent (and, upon receipt from
     Borrower, the Administrative Agent shall deliver to the other Lenders) (A)
     a certificate dated as of the Increase Date signed by Borrower and
     Guarantors (i) confirming that no Default or Event of Default exists under
     the Loan Documents; and (ii) representing and warranting that the Loan
     Documents are then in full force and effect and that, to the best of their
     knowledge, Borrower and Guarantors then have no defenses or offsets to, or
     claims or counterclaims relating to, their obligations under the Loan
     Documents, and (B) an opinion of counsel regarding the due authorization
     and enforceability of this Agreement, together with supporting resolutions
     and other evidence, all satisfactory to the Administrative Agent. From and
     after the Increase Date, each of the Original Lenders and each New Lender
     shall be considered a "Lender" under the Credit Agreement and the Loan
     Documents. Borrower and the Original Lenders hereby consent to the addition
     of each of the New Lenders as a Lender. Each New Lender's Commitment and
     Percentage shall be as shown below such New Lender's signature block on
     this Amendment. The adjusted Commitments and Percentages for the Original
     Lenders are also shown on the signature pages to this Amendment. 
<PAGE>   2
         If the Increase Date has not occurred by November 24, 1998, either
Borrower or Administrative Agent may elect to terminate this Amendment which
thereupon shall have no further force or effect and the Credit Agreement shall
continue as if this Amendment had not been executed.

     3. From and after the Increase Date the Aggregate Commitment shall equal
Two Hundred Fifty Million Dollars ($250,000,000). Prior to the Increase Date the
Aggregate Commitment shall continue to be Two Hundred Million Dollars
($200,000,000).

     4. Section 1.1 of the Credit Agreement is hereby amended by deleting "and
BancBoston Securities, Inc., collectively." from the definition of "Arranger."
Section 1.1 is further amending by inserting the following definitions:
"Majority Lenders" means Lenders in the aggregate having at least 75% of the
Aggregate Commitment or, if the Aggregate Commitment has been terminated,
Lender's in the aggregate holding at least 75% of the aggregate unpaid principal
amount of the outstanding Advances; "Year 2000 Issues" means reasonably
anticipated costs, problems and uncertainties associated with the inability of
certain computer applications to effectively handle data including dates on and
after January 1, 2000, as such inability affects the business, operations and
financial condition of the Borrower and its Subsidiaries and of the Borrower's
and its Subsidiaries' material customers, suppliers and vendors; and "Year 2000
Program" is defined in Section 6.27.

     5. All references to "Arrangers" in the Credit Agreement are hereby changed
to "Arranger."

     6. Section 2.8 is hereby amended to add the following to the end of that
section "including, but not limited to, that letter agreement dated October 12,
1998."

     7. The following is hereby added as a new Section 6.27 to the Credit
Agreement.

         6.27  Year 2000.

                  The Borrower has made a full and complete assessment of the
         Year 2000 Issues and has a realistic and achievable program for
         remediating the Year 2000 Issues on a timely basis (the "Year 2000
         Program"). Based on such assessment and on the Year 2000 Program, the
         Borrower does not as of the Increase Date reasonably anticipate that
         Year 2000 Issues will have a material adverse effect on the business,
         properties, condition or results of operations of the Consolidated
         Group taken as a whole.

         8. Section 8.3 of the Credit Agreement is hereby amended by deleting
the fifth sentence and replacing it in its entirety with the following:

                  The total investment in any one of categories (i), (iii) or
         (iv) shall not exceed 5% of Capitalization Value, the total investment
         in category (ii) shall not exceed 10% of Capitalization Value, the
         total investment in (v) shall not exceed 20% of Capitalization Value
         and the total investment in all the foregoing investment categories in
         the aggregate shall be less than or equal to 20% of Capitalization
         Value.

         9. Section 8.13 of the Credit Agreement is hereby deleted and replaced
in its entirety with the following:

                  8.13 Dividends. Provided there is no Monetary Default or Event
         of Default then existing, Bradley Real Estate, Inc. may make
         distributions to its shareholders provided that the aggregate amount of
         distributions in any period of four consecutive fiscal quarters is not
         in excess of 95% of its Funds From Operations for such period and such
         distribution would not result in the occurrence of an Event of Default
         or a breach of Section 9.7 hereof. Notwithstanding the foregoing,
         unless at the time of distribution there is a Monetary Default or Event
         of Default then existing, Bradley Real Estate, Inc. shall be permitted
         at all times to distribute whatever amount is necessary to maintain its
         tax status as a real estate investment trust.

         10. The following is added as a new Section 8.14 to the Credit
Agreement.

                  8.14     Year 2000 Compliance

                           Promptly notify the Administrative Agent in the event
                  Borrower or Guarantors discover or determine that any computer
                  application (including those of its suppliers and vendors)
                  that is material to Borrower's or any of Borrower's
                  Subsidiaries' business and operations will not be Year 2000
                  compliant on a timely basis, except to the extent that
                  Borrower does not reasonably anticipate that such failure will
                  have a material adverse effect on the business, properties,
                  condition or results of operations of the Consolidated Group
                  taken as a whole.
<PAGE>   3
         11. Section 14.13(a) of the Credit Agreement is hereby amended by
inserting "(x) amends this Section 14.13(a); or" to the end of Section 14.13(a).

         12. Section 14.13 is hereby amended by inserting the following after
subsection (b)

             "; or (c) the Majority Lenders, to amend 9.7(c) or 9.7(d) or the
definitions referenced therein, or this 14.13(c)."

         13. Except as specifically modified hereby, the Credit Agreement is and
remains unmodified and in full force and effect and is hereby ratified and
confirmed. All references in the Loan Documents to the "Agreement" or the
"Revolving Credit Agreement" henceforth shall be deemed to refer to the Credit
Agreement as amended by this Amendment. The Guarantors hereby consent to this
Amendment and specifically acknowledge and agree that their obligations under
the Guaranty continue in full force and effect with respect to all of the
"Facility Indebtedness" and all "Obligations" (as defined in the Guaranty) which
are now or hereafter due to the Lenders or the Administrative Agent under the
Credit Agreement as amended by this Amendment.

         14. This Amendment may be executed in any number of counterparts, all
of which taken together shall constitute one agreement, and any of the parties
hereto may execute this Amendment by signing any such counterpart. This
Amendment shall be construed in accordance with the internal laws (and not the
law of conflicts) of the State of Illinois, but giving effect to federal laws
applicable to national banks. This Amendment shall be effective when it has been
executed by Borrower, Guarantors, the Co-Agents, the Administrative Agent, the
New Lenders and a sufficient number of Original Lenders to constitute Required
Lenders and each such party has notified the Administrative Agent by telecopy or
telephone that it has taken such action.

                         [NO FURTHER TEXT ON THIS PAGE]
<PAGE>   4
         IN WITNESS WHEREOF, the undersigned have executed and delivered this
Amendment as of the date first above written.

BORROWER:             BRADLEY OPERATING LIMITED PARTNERSHIP

                      By:      BRADLEY REAL ESTATE, INC., its General Partner


                               By:                                              
                               Title:                                           

         The undersigned, as Guarantors under the Credit Agreement, hereby
consent to and join in this Amendment and agree that the Guaranty shall continue
in full force and effect.

GUARANTORS:           BRADLEY FINANCING PARTNERSHIP

                      By:      BRADLEY FINANCING CORP., its General Partner


                               By:                                              
                               Title:                                           


                      BRADLEY REAL ESTATE, INC.


                      By:                                                       
                      Its:                                                      


ORIGINAL LENDERS:     THE FIRST NATIONAL BANK OF CHICAGO


                      By:                                                       
                      Title:                                                    
                      Commitment:  $30,000,000
                      Percentage of Aggregate Commitment:  12%

                      Address for Notices:
                      One First National Plaza
                      Chicago, Illinois 60670
                      Attention: Real Estate Finance Division
                      Telephone:  312/732-2107
                      Telecopy:  312/732-1117
<PAGE>   5
                    BANKBOSTON, N.A.


                    By:                                                         
                    Title:                                                      
                    Commitment:  $27,000,000
                    Percentage of Aggregate Commitment:  10.8%

                    Address for Notices:
                    100 Federal Street
                    Boston, Massachusetts 02110
                    Attention:  Howard N. Blackwell
                    Telephone:  617/434-2291
                    Telecopy:  617/434-1337


                    BANK OF AMERICA NATIONAL TRUST & SAVINGS ASSOCIATION


                    By:                                                         
                    Title:                                                      
                    Commitment:  $30,000,000
                    Percentage of Aggregate Commitment:  12%

                    Address for Notices:
                    231 South LaSalle Street
                    Chicago, Illinois  60697-1516
                    Attention:  Richard G. Baer, Jr.
                    Telephone:  312/828-5149
                    Telecopy:  312/974-4970



<PAGE>   6
                     FLEET NATIONAL BANK


                     By:                                                        
                     Title:                                                     
                     Commitment:  $27,000,000
                     Percentage of Aggregate Commitment:  10.8%

                     Address for Notices:
                     75 State Street
                     MS:  MABOF11C
                     Boston, Massachusetts  02109
                     Attention:  Thomas Hanold
                     Telephone:  617/346-2881
                     Telecopy:  617/346-3220


                     U.S. BANK NATIONAL ASSOCIATION,
                     F/K/A AND D/B/A FIRST BANK NATIONAL ASSOCIATION


                     By:                                                        
                     Title:                                                     
                     Commitment:  $20,000,000
                     Percentage of Aggregate Commitment:  8%

                     Address for Notices:
                     One Illinois Center
                     111 E. Wacker Drive, Suite 3000
                     Chicago, IL  60601
                     Attention:  Jim Benko
                     Telephone:  312/228-9420
                     Telecopy:  312/228-9402
<PAGE>   7
                     FIRST UNION NATIONAL BANK


                     By:                                                        
                     Title:                                                     
                     Commitment:  $18,000,000
                     Percentage of Aggregate Commitment:  7.2%

                     Address for Notices:
                     One First Union Center, DC-6
                     Charlotte, North Carolina  28288-0166
                     Attention:  John A. Schissel
                     Telephone:  704/383-1967
                     Telecopy:  704/383-6205


                     KEYBANK NATIONAL ASSOCIATION


                     By:                                                        
                     Title:                                                     
                     Commitment:  $25,000,000
                     Percentage of Aggregate Commitment:  10%

                     Address for Notices:
                     Commercial Real Estate Division
                     190 South LaSalle Street, Suite 2840
                     Chicago, Illinois  60603
                     Attention:  David C. Bluestone
                     Telephone:  312/251-3582
                     Telecopy:  312/251-0687



<PAGE>   8
                     LASALLE NATIONAL BANK


                     By:                                                        
                     Title:                                                     
                     Commitment:  $25,000,000
                     Percentage of Aggregate Commitment:  10%

                     Address for Notices:
                     135 South LaSalle Street, Suite 1225
                     Chicago, Illinois  60603
                     Attention:  John Hein
                     Telephone:  312/904-8620
                     Telecopy:  312/904-6467


                     MELLON BANK, N.A.


                     By:                                                        
                     Title:                                                     
                     Commitment:  $18,000,000
                     Percentage of Aggregate Commitment:  7.2%

                     Address for Notices:
                     One Mellon Bank Center, Suite 2940
                     Pittsburgh, Pennsylvania  15258
                     Attention:  Janis Carey
                     Telephone:  412/234-1159
                     Telecopy:  412/234-8657


NEW LENDERS:         AMSOUTH BANK


                     By:                                                        
                     Title:                                                     
                     Commitment:  $15,000,000
                     Percentage of Aggregate Commitment:  6%

                     Address for Notices:
                     1900 5th Avenue North, 9th Floor
                     Birmingham, Alabama  35288
                     Attention:  Lawrence Clark
                     Telephone:  205/581-7493
                     Telecopy:  205/326-4075



<PAGE>   9
                     COMERICA BANK


                     By:                                                        
                     Title:                                                     
                     Commitment:  $15,000,000
                     Percentage of Aggregate Commitment:  6%

                     Address for Notices:
                     500 Woodward Avenue
                     Detroit, Michigan  48226-9306
                     Attention:  Leslie Vogel
                     Telephone:  313/222-9290
                     Telecopy:  313/222-9295


ADMINISTRATIVE AGENT:      THE FIRST NATIONAL BANK OF CHICAGO


                      By:                                                       
                      Title:                                                    

                      Address for Notices:
                      One First National Plaza
                      Chicago, Illinois 60670
                      Attention: Real Estate Finance Division
                      Telephone:  312/732-2107
                      Telecopy:  312/732-1117


CO-AGENTS:            BANKBOSTON, N.A.


                      By:                                                       
                      Title:                                                    

                      Address for Notices:
                      100 Federal Street
                      Boston, Massachusetts  02110
                      Attention:  Howard N. Blackwell
                      Telephone:  617/434-2291
                      Telecopy:  617/434-1337
<PAGE>   10
                     BANK OF AMERICA NATIONAL TRUST & SAVINGS ASSOCIATION


                     By:                                                        
                     Title:                                                     

                     Address for Notices:
                     231 South LaSalle Street
                     Chicago, Illinois  60697-1516
                     Attention:  Richard G. Baer, Jr.
                     Telephone:  312/828-5149
                     Telecopy:  312/974-4970

                     FLEET NATIONAL BANK


                     By:                                                        
                     Title:                                                     

                     Address for Notices:
                     75 State Street
                     MS:  MABOF11C
                     Boston, Massachusetts  02109
                     Attention:  Thomas Hanold
                     Telephone:  617/346-2881
                     Telecopy:  617/346-3220



<PAGE>   11
                                   EXHIBIT B-1

                                  FORM OF NOTE


$_______________                                       ___________________, 1998



         On or before the Maturity Date, as defined in that certain Unsecured
Revolving Credit Agreement dated as of December 23, 1997, as amended (the
"Agreement") between BRADLEY OPERATING LIMITED PARTNERSHIP, a Delaware limited
partnership ("Borrower"), Bradley Financing Partnership, Bradley Real Estate,
Inc. and The First National Bank of Chicago, a national bank organized under the
laws of the United States of America, individually and as Administrative Agent
for the Lenders, BankBoston, N.A., a national bank organized under the laws of
the United States of America, individually and as Documentation Agent for the
Lenders and certain other lenders party thereto (as such terms are defined in
the Agreement), Borrower promises to pay to the order of ______________________
_________________________ (the "Lender"), or its successors and assigns, the
principal sum of ____________________ AND NO/100 DOLLARS ($__________) or the
aggregate unpaid principal amount of all Loans (other than Competitive Bid
Loans) made by the Lender to the Borrower pursuant to Section 2.1 of the
Agreement, without set-off or counterclaim in immediately available funds at the
office of the Administrative Agent in Chicago, Illinois, together with interest
on the unpaid principal amount hereof at the rates and on the dates set forth in
the Agreement and all other then due fees or charges as provided herein or in
the Agreement. The Borrower shall pay this Note ("Note") in full on or before
the Maturity Date in accordance with the terms of the Agreement.

         The Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or to otherwise record in accordance with its usual practice,
the date and amount of each Advance and the date and amount of each principal
payment hereunder.

         This Note is issued pursuant to, and is entitled to the benefits of,
the Agreement and the other Loan Documents, to which Agreement and Loan
Documents, as they may be amended from time to time, reference is hereby made
for, inter alia, a statement of the terms and conditions under which this Note
may be prepaid or its maturity accelerated. Capitalized terms used herein and
not otherwise defined herein are used with the meanings attributed to them in
the Agreement.

         If there is an Event of Default or Default under the Agreement or any
other Loan Document and Lender exercises its remedies provided under the
Agreement and/or any of the Loan Documents, then in addition to all amounts
recoverable by the Lender under such documents, Lender shall be entitled to
receive reasonable attorneys fees and expenses incurred by Lender in exercising
such remedies.

         Borrower and all endorsers severally waive presentment, protest and
demand, notice of protest, demand and of dishonor and nonpayment of this Note
(except as otherwise expressly provided for in the Agreement), and any and all
lack of diligence or delays in collection or enforcement of this Note, and
expressly agree that this Note, or any payment hereunder, may be extended from
time to time, and expressly consent to the release of any party liable for the
obligation secured by this Note, the release of any of the security of this
Note, the acceptance of any other security therefor, or any other indulgence or
forbearance whatsoever, all without notice to any party and without affecting
the liability of the Borrower and any endorsers hereof.

         This Note shall be governed and construed under the internal laws of
the State of Illinois.

         BORROWER AND LENDER, BY ITS ACCEPTANCE HEREOF, EACH HEREBY WAIVE ANY
RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY
RIGHT UNDER THIS PROMISSORY NOTE OR ANY OTHER LOAN DOCUMENT OR RELATING THERETO
OR ARISING FROM THE LENDING RELATIONSHIP WHICH IS THE SUBJECT OF THIS NOTE AND
AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY.

                             BRADLEY OPERATING LIMITED PARTNERSHIP

                             By:  BRADLEY REAL ESTATE, INC., its general partner


                                  By:__________________________________________
                                  Its:_________________________________________
<PAGE>   12
                              PAYMENTS OF PRINCIPAL


                       Unpaid
                       Principal                                      Notation
Date                   Balance                                        Made by



















<PAGE>   13
                                   EXHIBIT B-2

                          FORM OF COMPETITIVE BID NOTE


                                                          ________________, 1998



         On or before the last day of each "Interest Period" applicable to a
"Competitive Bid Loan", as defined in that certain Unsecured Revolving Credit
Agreement dated as of December 23, 1997, as amended (the "Agreement") between
BRADLEY OPERATING LIMITED PARTNERSHIP, a Delaware limited partnership
("Borrower"), Bradley Real Estate, Inc., Bradley Financing Partnership,
BankBoston, N.A., individually and as Documentation Agent for the Lenders,
individually and as Administrative Agent for the Lenders and certain other
lenders party thereto (as such terms are defined in the Agreement), Borrower
promises to pay to the order of _________________________ (the "Lender"), or its
successors and assigns, the unpaid principal amount of such Competitive Bid Loan
made by the Lender to the Borrower pursuant to Section 2.16 of the Agreement,
without set-off or counterclaim in immediately available funds at the office of
the Administrative Agent in Chicago, Illinois, together with interest on the
unpaid principal amount hereof at the rates and on the dates established
pursuant to the Agreement. The Borrower shall pay any remaining unpaid principal
amount of such Competitive Bid Loans under this Competitive Bid Note ("Note") in
full on or before the Maturity Date in accordance with the terms of the
Agreement.

         The Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or to otherwise record in accordance with its usual practice,
the date, amount and due date of each Competitive Bid Loan and the date and
amount of each principal payment hereunder.

         This Note is issued pursuant to, and is entitled to the security under
and benefits of, the Agreement and the other Loan Documents, to which Agreement
and Loan Documents, as they may be amended from time to time, reference is
hereby made for, inter alia, a statement of the terms and conditions under which
this Note may be prepaid or its maturity accelerated. Capitalized terms used
herein and not otherwise defined herein are used with the meanings attributed to
them in the Agreement.

         If there is an Event of Default or Default under the Agreement or any
other Loan Document and Lender exercises its remedies provided under the
Agreement and/or any of the Loan Documents, then in addition to all amounts
recoverable by the Lender under such documents, Lender shall be entitled to
receive reasonable attorneys fees and expenses incurred by Lender in exercising
such remedies.

         Borrower and all endorsers severally waive presentment, protest and
demand, notice of protest, demand and of dishonor and nonpayment of this Note
(except as otherwise expressly provided for in the Agreement), and any and all
lack of diligence or delays in collection or enforcement of this Note, and
expressly agree that this Note, or any payment hereunder, may be extended from
time to time, and expressly consent to the release of any party liable for the
obligation secured by this Note, the release of any of the security of this
Note, the acceptance of any other security therefor, or any other indulgence or
forbearance whatsoever, all without notice to any party and without affecting
the liability of the Borrower and any endorsers hereof.

         This Note shall be governed and construed under the internal laws of
the State of Illinois.

         BORROWER AND LENDER, BY ITS ACCEPTANCE HEREOF, EACH HEREBY WAIVE ANY
RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY
RIGHT UNDER THIS PROMISSORY NOTE OR ANY OTHER LOAN DOCUMENT OR RELATING THERETO
OR ARISING FROM THE LENDING RELATIONSHIP WHICH IS THE SUBJECT OF THIS NOTE AND
AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY.

                 BRADLEY OPERATING LIMITED PARTNERSHIP

                 By:      Bradley Real Estate, Inc., its general partner


                          By:   ________________________________________        
                          Its:  ________________________________________        


<PAGE>   14
                              PAYMENTS OF PRINCIPAL


                            Unpaid
                            Principal                               Notation
Date                        Balance                                 Made by










<PAGE>   15
                                   EXHIBIT B-3

                        FORM OF AMENDED AND RESTATED NOTE


$_______________                                               ___________, 1998



On or before the Maturity Date, as defined in that certain Amended and Restated
Unsecured Revolving Credit Agreement dated as of December 23, 1997, as amended
(the "Agreement") between BRADLEY OPERATING LIMITED PARTNERSHIP, a Delaware
limited partnership ("Borrower"), Bradley Financing Partnership, Bradley Real
Estate, Inc. and The First National Bank of Chicago, a national bank organized
under the laws of the United States of America, individually and as
Administrative Agent for the Lenders, BankBoston, N.A., a national bank
organized under the laws of the United States of America, individually and as
Documentation Agent for the Lenders and certain other lenders party thereto (as
such terms are defined in the Agreement), Borrower promises to pay to the order
of _________________________ (the "Lender"), or its successors and assigns, the
principal sum of ____________________ AND NO/100 DOLLARS ($__________) or the
aggregate unpaid principal amount of all Loans (other than Competitive Bid
Loans) made by the Lender to the Borrower pursuant to Section 2.1 of the
Agreement, without set-off or counterclaim in immediately available funds at the
office of the Administrative Agent in Chicago, Illinois, together with interest
on the unpaid principal amount hereof at the rates and on the dates set forth in
the Agreement and all other then due fees or charges as provided herein or in
the Agreement. The Borrower shall pay this Amended and Restated Note ("Note") in
full on or before the Maturity Date in accordance with the terms of the
Agreement.

         The Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or to otherwise record in accordance with its usual practice,
the date and amount of each Advance and the date and amount of each principal
payment hereunder.

         This Note amends, restates and supersedes in its entirety that certain
Note dated December 23, 1997 made by Borrower in favor of Lender in the maximum
principal amount of        .

         This Note is issued pursuant to, and is entitled to the benefits of,
the Agreement and the other Loan Documents, to which Agreement and Loan
Documents, as they may be amended from time to time, reference is hereby made
for, inter alia, a statement of the terms and conditions under which this Note
may be prepaid or its maturity accelerated. Capitalized terms used herein and
not otherwise defined herein are used with the meanings attributed to them in
the Agreement.

         If there is an Event of Default or Default under the Agreement or any
other Loan Document and Lender exercises its remedies provided under the
Agreement and/or any of the Loan Documents, then in addition to all amounts
recoverable by the Lender under such documents, Lender shall be entitled to
receive reasonable attorneys fees and expenses incurred by Lender in exercising
such remedies.

         Borrower and all endorsers severally waive presentment, protest and
demand, notice of protest, demand and of dishonor and nonpayment of this Note
(except as otherwise expressly provided for in the Agreement), and any and all
lack of diligence or delays in collection or enforcement of this Note, and
expressly agree that this Note, or any payment hereunder, may be extended from
time to time, and expressly consent to the release of any party liable for the
obligation secured by this Note, the release of any of the security of this
Note, the acceptance of any other security therefor, or any other indulgence or
forbearance whatsoever, all without notice to any party and without affecting
the liability of the Borrower and any endorsers hereof.

         This Note shall be governed and construed under the internal laws of
the State of Illinois.

         BORROWER AND LENDER, BY ITS ACCEPTANCE HEREOF, EACH HEREBY WAIVE ANY
RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY
RIGHT UNDER THIS PROMISSORY NOTE OR ANY OTHER LOAN DOCUMENT OR RELATING THERETO
OR ARISING FROM THE LENDING RELATIONSHIP WHICH IS THE SUBJECT OF THIS NOTE AND
AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT
BEFORE A JURY.

                         BRADLEY OPERATING LIMITED PARTNERSHIP

                         By:      BRADLEY REAL ESTATE, INC., its general partner


                                  By:___________________________________________
                                  Its:__________________________________________
<PAGE>   16
                              PAYMENTS OF PRINCIPAL


                               Unpaid
                               Principal                                Notation
Date                           Balance                                  Made by